Professional Services
Terms & Conditions

Service Provider: Basso on Business LLC, Rob Basso, Naples, Florida (hereinafter “Service Provider”).

Client: The individual or entity completing checkout and accepting these Terms (hereinafter “Client”).

These Terms and Conditions govern the purchase and delivery of all professional services offered by Service Provider. By completing checkout, Client agrees to be bound by this Agreement with respect to any and all services purchased. Service selection and pricing are visible and chosen by Client on the payment form (Stripe).

Client may purchase any combination of the following services. Each purchased service is governed by this Agreement. Initial term is six months; service renews month-to-month thereafter unless terminated per Article IV. AI and automated systems may be used in support of the business.

All fees are denominated in United States Dollars and are displayed at checkout prior to purchase. By completing checkout, Client authorizes Service Provider to charge the credit card on file via Stripe or alternate payment processor for all amounts due. Paper checks are not accepted.

One-time setup fees and recurring fees are charged upon execution of this Agreement.

If payment is not received within ten days of the due date, Service Provider may assess a late fee of 1.5% per month on the outstanding balance and suspend services until payment is received. Suspension does not relieve Client of payment obligations. All fees are exclusive of applicable taxes; Client is responsible for all such taxes excluding taxes on Service Provider’s net income. Upgrades take effect at the start of the next billing cycle.

Term. This Agreement commences on the date Client completes checkout and Service Provider receives payment in full for any applicable setup fee (“Effective Date”). The initial term is one hundred eighty (180) days from the Effective Date (“Initial Term”). Upon expiration of the Initial Term, this Agreement automatically continues on a month-to-month basis.

Termination. During the Initial Term, this Agreement may only be terminated for cause, as set forth below. Following expiration of the Initial Term, either party may terminate for convenience at any time upon written notice, effective at the end of the then-current monthly billing cycle; fees for the billing cycle in which notice is given remain payable in full regardless of service utilization.

Either party may terminate this Agreement immediately upon written notice, at any time including during the Initial Term, if the other party: (a) materially breaches this Agreement and fails to cure within 30 days of written notice; (b) becomes insolvent or makes an assignment for the benefit of creditors; or (c) becomes subject to bankruptcy proceedings not dismissed within 60 days.

Non-Participation. Client’s failure to respond, provide access, approvals, materials, or other required cooperation, or otherwise engage with Service Provider, does not terminate or suspend this Agreement and does not relieve Client of any payment obligation. Fees continue to accrue and remain due under Section III regardless of whether Client participates or Service Provider is able to perform services, until Service Provider receives Client’s written termination notice.

Fees Upon Termination During the Initial Term. If Service Provider receives Client’s written termination notice for cause during the Initial Term, no further fees accrue beyond the termination date, and Client owes no early-termination fee under this paragraph. If, notwithstanding the restriction above, Client’s Agreement ends during the Initial Term for any reason other than Service Provider’s uncured material breach:

• If within the first ninety (90) days of the Initial Term: all fees for the full ninety (90) days remain due and payable in full, regardless of whether services have been completed.
• If after day 90 but before the end of the Initial Term: Client shall pay fifty percent (50%) of the fees that would otherwise have been due for the remaining days of the Initial Term, pro-rated based on the number of days remaining as of the date notice is received, due within ten (10) days of Service Provider’s receipt of notice.

Effect of Termination. Upon termination: (a) Client shall pay all amounts owed through the termination date, subject to the provisions above; (b) Service Provider shall return all Client property and materials; and (c) provisions relating to confidentiality, intellectual property, limitation of liability, and dispute resolution survive termination.

“Confidential Information” means all non-public information disclosed by one party to the other, including business strategies, customer lists, financial information, marketing plans, technical data, and trade secrets. Each party agrees to maintain confidentiality, not disclose to third parties without prior written consent, use Confidential Information only to perform this Agreement, and protect it with at least reasonable care.

Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, was rightfully in the receiving party’s possession before disclosure, is rightfully received from a third party without confidentiality obligations, or is independently developed without use of the Confidential Information. If required by law or court order to disclose, the disclosing party shall promptly notify the other party and cooperate in seeking a protective order.

Service Provider will implement reasonable administrative, physical, and technical safeguards to protect Client data, will access Client data only as necessary to deliver services, will not sell or disclose Client data to third parties except as required by law or to deliver services, and will ensure all personnel with access are bound by confidentiality obligations. Client retains all right, title, and interest in Client data.

Security measures include data encryption in transit and at rest, multi-factor authentication where available, regular security assessments, access controls, and regular data backups. Upon termination or written request, Service Provider will return or securely delete all Client data within 30 days and provide written certification upon request.

In the event of a security incident, Service Provider will notify Client within 72 hours of becoming aware, will investigate and mitigate the incident, preserve all relevant evidence, cooperate fully with Client, and provide a written post-incident report within 30 days of resolution. Service Provider will not make public statements about a security incident without Client’s prior written approval, except as required by law.

Third-Party Platforms and Integrations. Delivery of services may require connecting to third-party programs, platforms, and applications (including but not limited to CRM systems, social media platforms, advertising platforms, and email service providers). Service Provider selects such third parties carefully, limiting its selection to established partners with demonstrated security track records. However, Service Provider does not own, operate, or control these third-party systems and relies on each third party’s own security infrastructure, policies, and practices. Client acknowledges and assumes the risk associated with the security practices, data handling, and potential vulnerabilities of any third-party platform connected to or used in the delivery of services, and that Service Provider’s obligations under this Section VI extend only to data and systems within its direct control.

All Work Product specifically created for Client under this Agreement shall be the sole and exclusive property of Client upon payment in full, and Service Provider hereby assigns all right, title, and interest in such Work Product to Client.

Service Provider retains all rights to its pre-existing materials, methodologies, processes, tools, and general knowledge. Client receives a non-exclusive license to use such materials solely as incorporated into the Work Product. Client is responsible for obtaining any licenses for third-party content Client specifically requests be used in the Work Product.

Service Provider warrants that it has the authority to enter into this Agreement, will perform services in a professional and workmanlike manner consistent with industry standards, and will comply with all applicable laws. Client warrants that it has the authority to enter into this Agreement and owns or holds the necessary rights to all materials it provides, and that such materials do not infringe any third-party rights.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICE PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SERVICE PROVIDER DOES NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY SPECIFIC RESULTS WILL BE ACHIEVED.

Beta and Pilot Features. From time to time, Service Provider may make available features, tools, platforms, or services that are designated as “beta,” “pilot,” “early access,” or similar (“Beta Features”), whether as part of RepDesk, Advertisement Management, or any other service offered under this Agreement. Beta Features are provided for testing and evaluation purposes only, are not guaranteed to be complete, accurate, reliable, or error-free, and may be modified, suspended, or discontinued at any time without notice or liability.

SERVICE PROVIDER MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO BETA FEATURES, EXPRESS OR IMPLIED, AND CLIENT’S USE OF ANY BETA FEATURE IS ENTIRELY AT CLIENT’S OWN RISK.

Service Provider shall have no liability for any loss, damage, or business interruption arising from or related to Client’s use of, or inability to use, any Beta Feature, subject to the limitations, exclusions, and carve-outs set forth in Section IX (Limitation of Liability and Indemnification).

Proprietary Services; Non-Replication and Non-Circumvention.

(a) Proprietary Nature. Client acknowledges that all services, Beta Features, methodologies, frameworks, processes, workflows, systems, templates, and deliverables provided under this Agreement, including without limitation the Identity Engine™, the Coachsulting® methodology, RepDesk, and Advertisement Management, together with the specific combination, configuration, and integration of any third-party tools, platforms, or vendors used to deliver them (collectively, the “Proprietary Services”), are proprietary to Service Provider. They are also confidential trade secrets and valuable business assets of Service Provider. Client further acknowledges that certain Proprietary Services are delivered in part through third-party vendors, contractors, platforms, or resources (“Engagement Vendors”), and that the identity of those Engagement Vendors and the manner in which Service Provider selects, configures, and combines them are confidential information of Service Provider.

(b) Non-Replication. During the term of this Agreement and for twenty-four (24) months after the Completion of Engagement, Client shall not, directly or indirectly, replicate, reverse-engineer, reproduce, or create any service, program, system, or process that is substantially similar to or derived from the Proprietary Services, whether for Client’s own use or for any third party.

(c) Non-Circumvention. During the term of this Agreement and for twenty-four (24) months after the Completion of Engagement, Client shall not, directly or indirectly, engage, contract with, solicit, or otherwise do business with any Engagement Vendor for the purpose of obtaining services that are the same as or substantially similar to those provided through Service Provider under this Agreement, without Service Provider’s prior written consent. This restriction applies whether Client acts on its own behalf or through any affiliate, employee, agent, or other third party.

(d) Exclusions. Subsections (b) and (c) shall not apply to (i) any vendor with which Client had a documented, pre-existing business relationship before the Effective Date, or (ii) Client’s ordinary use of generally available, publicly accessible platforms (such as LinkedIn, Meta, Google, or Client’s own CRM) in the normal course of its business, provided that Client does not use Service Provider’s Proprietary Services, configurations, or confidential information in doing so.

(e) Completion of Engagement. “Completion of Engagement” means the date on which this Agreement, or Client’s participation in the applicable Beta Feature or service, expires or is terminated for any reason, whichever is later.

(f) Legitimate Business Interest; Remedies. Client acknowledges that the restrictions in this Section are reasonable in scope and duration and are necessary to protect Service Provider’s legitimate business interests, including its trade secrets, confidential information, and substantial vendor relationships. Client agrees that any breach or threatened breach of this Section would cause Service Provider irreparable harm for which monetary damages would be inadequate. Service Provider shall therefore be entitled to temporary, preliminary, and permanent injunctive relief without the necessity of posting bond, in addition to all other remedies available at law or in equity, including recovery of reasonable attorneys’ fees and costs incurred in enforcing this Section. If any court determines that any restriction in this Section is unenforceable as written, the court shall modify the restriction to the minimum extent necessary to render it enforceable.

(g) Survival. This Section shall survive the expiration or termination of this Agreement.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SERVICE PROVIDER’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT IN THE 30 DAYS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, COVERING ALL CAUSES OF ACTION IN THE AGGREGATE INCLUDING BREACH OF CONTRACT, NEGLIGENCE, AND OTHER TORTS.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION, HOWEVER CAUSED, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

These limitations do not apply to: (a) either party’s indemnification obligations; (b) breach of confidentiality obligations; (c) gross negligence or willful misconduct; or (d) claims arising from Service Provider’s data breach notification obligations.

Service Provider shall indemnify, defend, and hold harmless Client from claims arising from Service Provider’s breach, negligence, willful misconduct, or Work Product that infringes third-party intellectual property rights. Client shall indemnify, defend, and hold harmless Service Provider from claims arising from Client’s breach, Client-provided materials, or Client materials that infringe third-party intellectual property rights.

Independent Contractor

Service Provider is an independent contractor, not an employee or partner of Client, and is solely responsible for all taxes and statutory obligations with respect to its personnel.

Assignment

Neither party may assign this Agreement without prior written consent, except that Service Provider may assign to a successor entity in connection with a merger, acquisition, or sale of substantially all assets.

Notices

All notices shall be in writing and delivered by email with confirmation receipt, certified mail, or overnight courier, and are deemed effective upon receipt.

Force Majeure

Neither party is liable for failure or delay due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, governmental actions, or internet service failures.

Amendments

Any amendments must be in writing and signed by authorized representatives of both parties.

Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, and agreements relating to its subject matter.

Severability

If any provision is held invalid or unenforceable, that provision shall be struck and the remaining provisions remain in full force and effect.

Waiver

Failure to enforce any right or provision shall not constitute a waiver. No waiver is effective unless in writing and signed by the party against whom enforcement is sought.

Electronic Acceptance

Checkbox confirmation at checkout constitutes a valid and binding electronic signature with the same force and effect as an original signature.

Governing Law

This Agreement is governed by the laws of the State of Florida. Any disputes are subject to the exclusive jurisdiction of state and federal courts in Florida, and both parties consent to personal jurisdiction and venue in such courts.

Dispute Resolution

Before initiating legal action, the parties agree to attempt resolution through good faith negotiations, and if unsuccessful, through mediation in the State of Florida before pursuing litigation.