Master Terms of Service

These Terms apply to services provided by KYC Strategies, LLC ("KYC Strategies," "we," "us," or "our") to the client identified in an Order Confirmation ("Client," "you," or "your"). By signing, electronically accepting, or paying an invoice tied to an Order Confirmation, Client accepts these Terms and represents that the person accepting them has authority to bind Client.

The Order Confirmation states the services, pricing, term, quantities, qualification criteria, and any special rules for the engagement. If it is more specific than these Terms or conflicts with them, the Order Confirmation controls.

The version of these Terms identified in, linked from, or in effect when the Order Confirmation is accepted governs that engagement. Later versions do not retroactively change a fixed-term engagement unless both parties agree in writing.

KYC Strategies will provide the services described in the Order Confirmation, which may include cold calling and appointment setting, training, SEO, website design and development, paid advertising, social or search support, lead tracking, research, consulting, reporting, and access to KYC OS. Unless the Order Confirmation says otherwise, the engagement is non-exclusive and KYC Strategies may work with other companies, including companies in the same or similar market, while protecting Client's Confidential Information.

Client will provide reasonably accurate information, target criteria, lists, materials, access, credentials, approvals, and feedback needed for the work; will maintain any internal suppression or do-not-contact information KYC Strategies should use; and will ensure it has the right to provide the data, claims, content, and materials it gives KYC Strategies.

Client-caused delays do not make KYC Strategies responsible for missed timelines and do not pause committed recurring fees or minimum terms unless the parties agree otherwise in writing.

Revenue share applies only when the Order Confirmation expressly selects that model. Unless the Order Confirmation states different economics, the default is a $2,000 monthly data/tooling fee plus 10% of Initial TCV. The initial term is 90 days unless the Order Confirmation says otherwise; any Calling-Hour minimum or continuation terms are stated in the Order Confirmation.

"Initial TCV" means the total amount contractually committed in the first binding sale between Client and the applicable prospect at the time that first sale closes, including committed implementation and recurring fees for the initial term. It excludes taxes, optional renewals, later renewals, extensions, upsells, cross-sells, add-ons, expansions, later projects, uncommitted usage, and later purchases. KYC Strategies is paid revenue share only on that first sale, once.

For cold-calling revenue share, an opportunity qualifies only when KYC Strategies booked the meeting under that revenue-share engagement and the prospect actually attended. Merely identifying, enriching, listing, or calling a prospect is not enough. SEO, paid media, social activity, attribution, or other marketing work does not create cold-calling revenue share unless the applicable Order Confirmation expressly creates a separate revenue-share arrangement for those services.

If the engagement ends before the first sale closes, the revenue-share obligation continues for six (6) months only for a prospect whose qualifying meeting was booked by KYC Strategies during the active engagement and who actually attended that meeting. If the first sale does not close within that six-month period, no revenue share is due. Client will notify KYC Strategies within five (5) Business Days after a qualifying first sale closes and, on reasonable request, provide documentation sufficient to verify the closing date and Initial TCV.

Invoices are due within seven (7) calendar days unless the Order Confirmation states otherwise. Pay-per-meeting invoices are issued on the first (1st) of the month for meetings that became billable during the prior calendar month. Recurring, setup, data, tooling, training, SEO, marketing, and other fees are invoiced on the cadence stated in the Order Confirmation.

Client authorizes KYC Strategies to charge any payment method Client places on file for amounts due under an Order Confirmation, including recurring fees and past-due balances, on or after the applicable due date unless the Order Confirmation states otherwise.

Late balances accrue a charge of 3% per month or the maximum lawful rate, whichever is lower. KYC Strategies may suspend work or Portal access for overdue amounts after written notice. Client remains responsible for taxes imposed on the transaction other than taxes on KYC Strategies’ net income.

Before initiating a chargeback for a good-faith billing dispute, Client will notify KYC Strategies in writing and allow ten (10) Business Days to review and correct any billing error, except where prohibited by applicable law or card-network rules.

The engagement lasts for the term in the Order Confirmation. A month-to-month engagement may be ended by either party on 30 days’ written notice unless the Order Confirmation says otherwise. A fixed or minimum term may not be ended early for convenience unless the Order Confirmation allows it; if Client ends it early without KYC Strategies’ uncured material breach, the remaining committed fees remain due.

Either party may terminate for a material breach that is not cured within ten (10) Business Days after written notice. KYC Strategies may suspend or terminate immediately where reasonably necessary for non-payment, fraud, unlawful activity, misuse of KYC systems or intellectual property, a serious security issue, or material legal, platform, carrier, data, or reputational risk. Ending an engagement does not eliminate amounts already earned, committed fees, or a valid revenue-share tail.

Each party will use commercially reasonable care to protect the other party’s non-public confidential information and will use it only for the relationship. Confidential information does not include information that is public without breach, already lawfully known without restriction, independently developed, or lawfully received from another source. A party may disclose information when legally required.

KYC Strategies may use reputable third-party software, service providers, automation, and AI-assisted tools to provide and improve the services. KYC Strategies may also use de-identified or aggregated service data for benchmarking, analytics, product improvement, and marketing, provided it does not identify Client or an individual prospect in that use. KYC Strategies will use commercially reasonable safeguards for Client information in its systems and will provide security notices when required by applicable law.

Each party is responsible for the legal obligations that apply to its own role. Client is responsible for the legality and accuracy of its products, offers, claims, instructions, target criteria, Client-provided data, and suppression information. KYC Strategies is responsible for the compliance of the calling, recording, advertising, SEO, and data-sourcing execution it controls. KYC Strategies may refuse, pause, or modify activity where it reasonably believes additional compliance steps are required or the risk is not acceptable.

Calls may be recorded or transcribed where KYC Strategies determines it is permitted and appropriate. Nothing requires KYC Strategies to record, transcribe, or retain any particular call. Any non-standard request regarding recording, retention, disclosure, or export must be separately agreed in writing, and KYC Strategies may decline it.

Sales, marketing, search, advertising, and website results depend on factors outside KYC Strategies' control. Except for an express service obligation in these Terms or an Order Confirmation, KYC Strategies does not guarantee rankings, indexing, traffic, deliverability, connect rates, meeting volume, advertising performance, website uptime, opportunities, revenue, return on investment, or other business outcomes. KYC Strategies is not responsible for Client's attendance, follow-up, pricing, closing performance, fulfillment, licensing, service quality, or other Client-side factors.

KYC Strategies is not responsible for outages, policy or algorithm changes, enforcement actions, carrier filtering, search changes, advertising-platform changes, deliverability changes, hosting or registrar failures, or changes, failures, vulnerabilities, or incompatibilities in third-party themes, plugins, APIs, software, and other providers, except to the extent directly caused by KYC Strategies' gross negligence, willful misconduct, or material breach.

To the maximum extent permitted by law, KYC Strategies’ total aggregate liability arising from an Order Confirmation will not exceed the greater of (a) the fees actually paid to KYC Strategies under that Order Confirmation during the three (3) months immediately before the event giving rise to the claim or (b) $8,500, unless the Order Confirmation expressly states a different cap. Neither party is liable for indirect, incidental, special, punitive, exemplary, or consequential damages, including lost profits, lost revenue, loss of data, or business interruption, to the maximum extent permitted by law.

Each party will defend and indemnify the other from third-party claims to the extent caused by that party’s violation of law, gross negligence, willful misconduct, or material breach of this Agreement. Client will additionally defend and indemnify KYC Strategies from third-party claims arising from Client’s products or services, Client-provided claims or materials, Client-provided data, or Client instructions that KYC Strategies followed in providing the services.

During an active engagement and for twelve (12) months after it ends, Client will not directly solicit for employment or independent engagement any KYC Strategies employee or contractor who materially performed Services for Client, without KYC Strategies' written consent. This does not prohibit general, non-targeted recruiting or hiring a person who independently approaches Client without solicitation by Client.

This Agreement is governed by Georgia law. Any court proceeding arising from it must be brought in the state or federal courts located in Forsyth County, Georgia, and each party consents to that venue.

The Order Confirmation and these Terms are the entire agreement for the engagement and replace prior proposals or communications about the same engagement. Material changes must be agreed in writing. A failure to enforce a provision once is not a waiver of it. If one provision is unenforceable, the rest remains in effect.

Neither party is liable for delay caused by events beyond its reasonable control, excluding payment obligations. The parties are independent contractors and nothing creates a partnership, joint venture, franchise, fiduciary relationship, or employment relationship between them.

Notices under these Terms may be sent by email to the business contact addresses used for the engagement. Sections relating to payment, revenue share, ownership, confidentiality, liability, indemnity, and governing law survive to the extent needed after the engagement ends.