Pricing, terms and conditions are subject to change based on market demands and can be amended based on individual client needs.

1. SERVICES. 

The Company shall provide, but is not limited to, the following services:

• Build-out, deliver and maintain a fully automated done-for-you Walmart, Shopify, Amazon, Facebook Marketplace, Etsy and/or eBay E-Commerce Store(s) (the “E-commerce Store”) including configuring the Store’s storefront and configuring the front and back end systems necessary to manage the Store; 
• Review, research, source, select and list products for the Store (product research, market trends, product trends and advice on product sale ability, vendor research, vendor sourcing, terms finalization, product ordering and tracking); 
• Product cataloging and listing (product content creation, ecommerce image designing, advance product listing, competitor analysis, product pricing recommendations, product category management, optimized product content) 
• Customer account management and operations (vendor services, order management, buyer-seller communication management, inventory management, claims handling, account health management, seller support communication, returns handling, feedback improvement and negative feedback removal); 
• Respond to all phone and email inquiries in support of the Store and shall exercise good faith efforts to resolve all inquiries, handle product returns, and manage billing matters;
• Maintain oversight of the Store and its financial performance; however, Client shall have no obligation to, and does not intend to, provide financial advice to the Customer concerning the operation of the Store (Customer shall confer with its professional financial advisors concerning all financial inquiries);
• Business analysis (account analysis, sales trend insights, customer behavior insights, monthly sales reporting suggestions); and 
• Monthly payment reconciliation (inventory management, refund return management, payments reconciliation across the various payment modes). 

The company retains the right to provide an outside contractor (the “Partner”) at the Company’s discretion without notifying the client as long as the services are being provided as stated above (the “Services”)

Services are delivered within 5 business days of payment being authorized.

2. CLIENT REQUIREMENTS.

Client agrees to the following terms for delivery and review of materials:

• Provide required intake information requested through email, within 3 business days for timely ecommerce store creation. 
• Investment paid in full either through wire, ACH, credit/debit, or through our financing partners. 
• LLC Establishment (price varies based on state of registration), DUNS number establishment, and Sales Tax Exempt status.
• Have a good standing credit limit throughout the term with the company. Minimum $20,000 a month is recommended and required for the guarantee to be valid; and
• After 30 days of no contact from Client to Company, the Company will assume Client is no longer in need of the Company’s services, and the Company may terminate the Agreement after Company has made several attempts to reach Client; in this event, all unpaid fees will be due and collectable at the time of termination. This paragraph applies after the first six months of the term of the Agreement.

3. COMPENSATION AND PAYMENT.

A. Client will pay to The Company the selected one-time investment.

B. Any amendments to payments will be discussed in writing and there is no guarantee of services until full payment has been made.

• Provide required intake information requested through email, within 3 business days for timely ecommerce store creation. 
• Investment paid in full either through wire, ACH, credit/debit, or through our financing partners. 
• LLC Establishment (price varies based on state of registration), DUNS number establishment, and Sales Tax Exempt status.
• Have a good standing credit limit throughout the term with the company. Minimum $20,000 a month is recommended and required for the guarantee to be valid; and
• After 30 days of no contact from Client to Company, the Company will assume Client is no longer in need of the Company’s services, and the Company may terminate the Agreement after Company has made several attempts to reach Client; in this event, all unpaid fees will be due and collectable at the time of termination. This paragraph applies after the first six months of the term of the Agreement.

3. COMPENSATION AND PAYMENT.

A. Client will pay to The Company the selected one-time investment.

B. Any amendments to payments will be discussed in writing and there is no guarantee of services until full payment has been made.

C. Pending selected investment option; profit share will be divided between the Client, the Company and HGS Partners based on the net profit made per store sold by the Company. The following are explanations of the different profit shares: 60/40 Profit Share means 60% of net profit made on each month form the store goes to the Client and the remaining 40% goes to Company and their Partners. Any modifications to the profit split must be done in writing in the amendments section. If and when store is sold, 60/40 Profit Share means 60% of net profit made on each sold store goes to the Client and the remaining 40% goes to the Company and Partners. 

4. TERM.

This Agreement will become effective as of the effective date and/or once the client has paid all monies owed in full and will continue for the 18 month guaranteed economy program period, and then will continue month to month thereafter unless otherwise agreed upon by the Company or Client in writing. The Company under its own discretion may start services before full investment/payment is received, but it is not guaranteed.

5. TERMINATION and REFUNDS

This agreement may not be terminated prior to the agreed amount of time after the effective date. In the event that the Client desires to terminate the Services hereunder, the Client must submit a written request to the company at least thirty (30) days prior to the desired date of termination. Requests to terminate must be in writing via email or SMS. If Client chooses to terminate this agreement in writing, all monies owed to The Company will be due immediately and will be automatically charged to the Client’s payment method on file. Under no circumstances will The Company give refunds of the amount paid for the Services hereunder. It is under company discretion to buy back the E-commerce Store. In order to buy back, the client must keep a good standing credit line of a minimum of $20,000 per month throughout term or the buy back program will be voided. 

6. MATERIALS. 

The Company shall retain the creative rights to all original materials, data and similar items, produced by The Company hereunder in connection with the Services under this agreement. All services and software used by The Company shall at all times be the sole property of The Company and under no circumstances shall Client have any interest in or rights to the title to such materials, or software. Client acknowledges that The Company may use and modify existing materials for Client’s benefit and that Client holds no rights to such materials.

7. PROPRIETARY INFORMATION AND USE OF MATERIALS.

A. Except as provided elsewhere in this Agreement, all information disclosed by one Party to the other Party, shall be deemed to be confidential and proprietary (“Proprietary Information”). Such Proprietary Information includes, without limitation, information regarding marketing, sales programs, sales volume, sales conversion rates, sales methods and processes, sales proposals, products, services, vendors, customer lists, training manuals, sales scripts, telemarketing scripts, names of investors, and customer information, operating procedures, pricing policies, strategic plans, intellectual property, information about a Party’s employees and other confidential or Proprietary Information belonging to or related to a Party’s affairs. The receiving Party acknowledges and agrees that in any proceeding to enforce this Agreement it will be presumed that the Proprietary Information constitutes protectable trade secrets, and that the receiving Party will bear the burden of proving that any portion of the Proprietary Information was publicly or rightfully known and disclosed by the receiving Party. The Parties, their employees, subsidiaries, affiliates, agents, and assigns agree to hold all Proprietary Information, regardless of when or how disclosed, in strict confidence and with not less than the same degree of care that they provide for their own confidential and proprietary information. The Parties warrant and represent that the degree of care contemplated herein is adequate and the Parties will take any and all steps reasonably necessary to preserve such Proprietary Information.

B. Nothing in this Agreement shall prohibit or limit the receiving Party’s use of information that can be demonstrated as: (a) previously known to the receiving Party, (b) independently developed by the receiving Party, (c) acquired from a third party not under similar nondisclosure obligations to the disclosing Party, or (d) acquired through the public domain through no breach by the receiving Party of this Agreement.

C. License. Client grants The Company a limited, non-transferable, nonexclusive license to copy, use, store, set up, publicly display, publicly perform and transmit any trade names, trademarks, service marks, copyrights, content, text, images, software, functionality, page and other design and layout, media and other materials therein and solely in connection with creation of the Campaign and direct response marketing in accordance with this Agreement. Other than as specifically provided herein, the Parties, their employees, subsidiaries, affiliates, agents and assigns, shall make no disclosure of any Proprietary Information without the express written consent of the other Party. In addition, neither Party shall use the Proprietary Information for any purpose other than purposes related to their business relationship as laid out in this Agreement. In the event that the receiving Party is required by applicable law, rule, regulation or lawful order or ruling of any court, government The Company or regulatory commission to disclose any Proprietary Information, the receiving Party understands that the disclosing Party may desire to seek an appropriate protective order or take steps to protect the confidentiality of such Proprietary Information. Consequently, the receiving Party agrees that it will provide the disclosing Party with prompt notice of such request(s).

D. Portfolio Release. Client agrees that The Company has the right to use materials created pursuant to this Agreement for the company portfolio, samples, self- promotion including advertising for the company business including without limitation Social Platforms, or any other social media platform. In the event Client wishes to exclude some specific materials from the release under this paragraph, or to limit the time period of such release, The Company and Client may agree in writing to such limitation.

E. Remedies. The Parties acknowledge that the Proprietary Information exchanged is valuable and unique and that disclosure in breach of this Agreement will result in irreparable injury to the adversely affected Party, for which monetary damages, on their own, would be inadequate. Accordingly, the Parties agree the adversely affected Party shall have the right to seek an immediate injunction enjoining any such breach or threatened breach of the Agreement.

8. ADDITIONAL SERVICES.

All services outside the scope of this Agreement that are requested by the Client and which The Company agrees to perform will be billed at a separate negotiated rate. Client will be notified and must approve in writing (e-mail is sufficient) additional services before they will be performed, although The Company may not necessarily be able to inform Client in advance of the total cost of such additional services. Client will also be given opportunity to purchase additional services at package rates, when deemed appropriate by Company.

9. LIMITATION OF LIABILITY.

The Company shall not be liable for any incidental, consequential, indirect or special damages, or for any loss of profits or business interruptions caused or alleged to have been caused by the performance or nonperformance of the Services. Client agrees that, in the event The Company is determined to be liable for any such loss, Client’s sole remedy against The Company is limited to a refund of payments made by Client for said Services, less expenses paid to subcontractors or to third parties. The Company is not responsible for errors which result from faulty or incomplete information supplied to The Company by Client. Client also agrees to not seek damages in excess of the contractually agreed upon limitations directly or indirectly through suits by or against other parties. The Company shall not be liable to Client for any costs, damages or delays due to causes beyond its control, expressly including without limitation, unknown site characteristics; changes in policies, changes in terms of services, or termination by social media sites including without limitation Social Platforms; and viruses.

10. FORCE MAJEURE.

Except with respect to payment obligations under this Agreement, no party shall be liable for, nor shall such party be considered in breach of this Agreement due to, any failure to perform its obligations under this Agreement as a result of a cause beyond its control, including any act of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of communications, power or other utility, labor problem, unavailability of supplies, or any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented by such party with reasonable care (each, a “Force Majeure Event”). Within 24 hours of the occurrence of a Force Majeure Event, the affected party shall notify the other party of the occurrence by sending either (i) an e-mail message, or (ii) text message via the High Level CRM system, to the other party. In addition, the affected party shall provide to the other party within seven (7) days of determining the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay.

11. HANDLING OF DISPUTES

The Parties agree that any dispute regarding this Agreement, and any claim made by Client for return of monies paid to company, shall be handled in accordance with applicable State and Federal laws. Specifically, if Client cancels credit card payments (or files a chargeback) after the three day cancelation period permitted by law and outlined in this Agreement, this Agreement is immediately terminated, and The Company reserves the right to dispute such cancelation and pursue Client for monies owed to The Company for services already performed but unpaid by Client due to such credit card cancelation. Client agrees that, regardless of whether Client is ultimately successful in any credit card cancelation dispute, it is liable to pay The Company for the work already performed as of the time of the cancelation request, at an hourly rate of $200 per hour for all hours spend on Client’s project. The Company will provide Client with an itemization of hours spent within a reasonable time upon the request of the Client and payment will be expected in full within 30 days from the date such itemization is provided.

If Client does not pay for such hourly work upon Company demand and within 30 days, The Company reserves the right to initiate an action in court for breach of contract, regardless of the previous outcome of any credit card cancelation dispute.

Additionally, if The Company is successful in any credit card cancelation dispute, The Company reserves the right to pursue Client for the costs The Company had incurred in disputing or defending such credit card cancelation, including but not limited to the lost business profits in the form of time 

12. ARBITRATION. 

Any controversy or claim arising out of or relating to this Agreement, or the breach hereof, on behalf of the Client shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

13. GUARANTEE.

The Company guarantees initial principal return on net (collectively stated as 100% return) based off the program of your choosing within the Commitment section at the end of this Agreement (18 month initial term) only when Client has paid investment in full. Example of results obtained for other clients of the Company greater than 100% of promised return may occur and be used as a marketing tool and shown to Clients for demonstrative purposes only and should not be construed by Client as indicating any promised results or level of results above 100% guarantee. If the company does not deliver on the percentage of return guaranteed, the company will pay the difference of what the Client initially invested, minus the monies the client recieved from the Ecommerce store. For example, if the client paid $50,000 and only made $30,000 return on net, the company would pay the remaining $20,000 remaining from the initial investment once the 18 month agreement term has ended. This guarantee is only valid as long as the client did their part in maintaining a minimum of 20,000 credit line available for each store during the 18 month initial term.  All guarantees provided by the Company within this Agreement are conditioned on the Client signing within seven (7) calendar days of the Agreement initially being sent via email or SMS.

14. TERMINATION OF CLIENT ACCOUNT BY SOCIAL PLATFORMS.

Marketing services are available to help boost the traffic of your store. If this is requested, please communicate with your Investment Strategist to discuss adding a marketing plan. It is possible that Social Platforms may terminate Client’s advertising account due to noncompliance, whether due to a change in Social Platforms’ terms and conditions or due to use of or activity associated with Client’s advertising account, by Client or at Client’s direction that is noncompliant with Social Platforms’ terms and conditions. Client understands that the Social Platforms by their terms of service can arbitrarily terminate an ads account without giving a specific reason. Client agrees to hold The Company harmless in the event of Client’s ad account being terminated.

In the event this happens, Client agrees to attempt to re-activate the account or to set up new Social Platform advertising accounts, to allow The Company to continue its work under this Agreement, and The Company agrees to cooperate and assist to the best of its ability in getting such account reactivated or a new account set up, but The Company provides no guarantees that such efforts will be successful. If Client is not able to get its Social Platforms’ advertising accounts reactivated or a new account set up, or chooses not to do so, Client indemnifies The Company and holds The Company harmless for any losses Client may suffer as a result.

15. ENTIRE AGREEMENT.

This Agreement is the final, complete and exclusive Agreement of the Parties. No modification of or amendment to this Agreement shall be effective unless in writing and signed by each of the Parties.

16. SEVERABILITY.

If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; and, the remaining provisions of this Agreement shall remain in full force and effect.

17. HEADINGS.

The headings used in this Agreement are for convenience only and shall not be used to limit or construe the contents of this Agreement.

18. INTERPRETATION AND ENFORCEMENT.

The parties understand and agree that the construction and interpretation of this Agreement is governed by the laws of the State of Georgia. In the event that either party must initiate legal action to enforce this Agreement, the Parties agree that the proper venue for such action shall be the courts of the State of Georgia. 

19. MUTUAL NONDISCLOSURE AGREEMENT

THIS MUTUAL NONDISCLOSURE AGREEMENT is made and entered into as the effective date, between the Client and Company

Purpose.  The parties wish to continue to explore a business opportunity of mutual interest and in connection with this opportunity, each party may disclose or have already disclosed to the other certain confidential technical and business information which the disclosing party desires the receiving party to treat as confidential. Both the Client and The Company can be a disclosing party or a receiving party of Confidential Information under this Agreement.

“Confidential Information” means any information disclosed previously or in the future by either party to the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects (including without limitation documents, prototypes, samples, plans and equipment), which is designated as “Confidential,” “Proprietary” or some similar designation. Confidential Information may also include information disclosed to a disclosing party by third parties.  Confidential Information shall not, however, include any information which (i) at the time of disclosure is, or thereafter becomes, through no act or failure to act on the receiving party’s part, published information generally known on a non-confidential basis in the parties’ industry; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (iii) corresponds in substance to that developed by the receiving party and is already in the possession of the receiving party prior to the time of disclosure by the disclosing party as shown by the receiving party’s files and records; (iv) corresponds in substance to information that is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; (v) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession; or (vi) is required by law, court order or other governmental order or request to be disclosed by the receiving party, provided that the receiving party gives the disclosing party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure, and uses all reasonable efforts to limit the disclosure and maintain the confidentiality of the information to the extent possible.

Non-use and Non-disclosure.  Each party agrees not to use any Confidential Information of the other party for any purpose except of evaluating a potential business opportunity.  Each party agrees not to disclose any Confidential Information of the other party to third parties or to such party’s employees, except to those employees of the receiving party who are required to have the information in order to evaluate or engage in discussions concerning the contemplated use.  Both parties agree not to reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party’s Confidential Information and which are provided to the party hereunder.

Maintenance of Confidentiality.  Each party agrees to take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other party.  Without limiting the foregoing, each party agrees to take at least those measures that it takes to protect its own most highly confidential information and to ensure that its employees who have access to Confidential Information of the other party have signed a non-use and non-disclosure agreement in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees.  The parties agree not to make any copies of the Confidential Information of the other party unless the same are previously approved in writing by the other party.  Each party agrees to reproduce the other party’s proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original.

No Obligation.  Nothing herein shall obligate either party to precede with any transaction between them, and each party reserve the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the business opportunity.

NO WARRANTY.  

ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS”.  EACH PARTY MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS OR PERFORMANCE.

Return of Materials.  All documents and other tangible objects containing or representing Confidential Information which have been disclosed by either party to the other party, and all copies thereof which are in the possession of the other party, shall be and remain the property of the disclosing party and shall be promptly returned to the disclosing party upon the disclosing party’s written request, except for a single copy thereof which may be retained by the receiving party’s legal counsel for the sole purpose of determining the scope of obligations incurred under this Agreement.

No License.  Nothing in this Agreement is intended to grant any rights, express or implied, to either party under any patent, mask work right or copyright of the other party, nor shall this Agreement grant any party any rights in or to the Confidential Information of the other party or of any third party, except as expressly set forth herein.

Term. The provisions of this Agreement shall expire five (5) years from the date of execution.

Miscellaneous.  This Agreement shall bind and inure to the benefit of the parties hereto and their successors and assigns.  This Agreement shall be governed by the laws of the State of Georgia without reference to conflict of laws principles.  All actions arising there from shall be brought in the State of Georgia.  This document contains the entire agreement between the parties with respect to the subject matter hereof, and neither party shall have any obligation, express or implied by law, with respect to trade secret or proprietary information of the other party except as set forth herein.  Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision.