Terms and Conditions

1. Agreement Overview

This Service Agreement ("Agreement") is entered into between Keystone Strategy Consulting LLC, a limited liability company organized under the laws of New Mexico ("Company," "we," "us," or "our"), and the client engaging our services ("Client," "you," or "your"). This Agreement governs the provision of consulting services related to content creation strategy, digital product development, and business growth consulting.

By engaging our services, purchasing any service package, or signing a service proposal, you acknowledge that you have read, understood, and agree to be bound by these terms and conditions.

2. Services Provided

2.1 Scope of Services

Keystone Strategy Consulting LLC provides professional consulting services in the following areas:

• Content Strategy & Optimization: Development of comprehensive content strategies, performance analysis, platform-specific strategy development, content calendar optimization, audience engagement strategies, and SEO enhancement.
• Digital Product Development: Product ideation and market validation, course curriculum development, pricing strategy, launch planning, sales funnel optimization, and platform selection guidance.
• Business Growth & Monetization: Revenue stream diversification, business model optimization, partnership strategies, brand development, financial planning, and scaling strategies.

2.2 Service Delivery

Services will be delivered according to the specific terms outlined in individual service proposals or statements of work. All services are provided remotely unless otherwise specified. Deliverables, timelines, and specific methodologies will be detailed in separate project agreements.

3. Client Responsibilities

3.1 Information and Access

Client agrees to provide timely access to all necessary information, materials, personnel, and systems required for the successful completion of the consulting engagement. This includes but is not limited to:

• Current business and content performance data
• Access to relevant platforms and analytics
• Timely responses to requests for information
• Participation in scheduled meetings and consultations
• Implementation of agreed-upon recommendations

3.2 Accuracy of Information

Client warrants that all information provided to Company is accurate, complete, and current. Client acknowledges that the quality and effectiveness of our services depend significantly on the accuracy and completeness of information provided.

4. Payment Terms

4.1 Fees and Payment Schedule

Service fees are as specified in individual service proposals or statements of work. Unless otherwise agreed in writing, payment terms are as follows:

• 50% deposit required upon signing of service agreement
• Remaining balance due upon completion of services or according to agreed milestone schedule
• All payments are due within 30 days of invoice date
• Late payments may incur a service charge of 1.5% per month

4.2 Expenses

Client will reimburse Company for pre-approved out-of-pocket expenses incurred in connection with the services. All expenses over $500 require prior written approval from Client.

4.3 Refund Policy

Due to the customized nature of our consulting services, refunds are generally not available once work has commenced. However, if Client is not satisfied with our services, we will work in good faith to address concerns and, if necessary, provide additional services at no charge to remedy any deficiencies.

5. Intellectual Property

5.1 Client Materials

Client retains all rights to pre-existing intellectual property and materials provided to Company. Client grants Company a non-exclusive license to use such materials solely for the purpose of providing the contracted services.

5.2 Work Product

All strategies, recommendations, reports, and other deliverables created specifically for Client ("Work Product") will be owned by Client upon full payment of all fees. Company retains the right to use general methodologies, techniques, and know-how developed or utilized in providing services.

5.3 Company Intellectual Property

Company retains all rights to its pre-existing intellectual property, methodologies, tools, and proprietary processes. Nothing in this Agreement transfers ownership of Company's intellectual property to Client.

6. Confidentiality

Both parties acknowledge that they may have access to confidential information of the other party. Each party agrees to:

• Maintain the confidentiality of all non-public information received
• Use confidential information solely for the purpose of this engagement
• Not disclose confidential information to third parties without prior written consent
• Return or destroy confidential information upon termination of this Agreement

This obligation survives termination of this Agreement and continues for a period of five (5) years.

7. Limitation of Liability

7.1 Disclaimer of Warranties

Company provides consulting services on an "as is" basis. While we strive to provide high-quality services, we make no warranties, express or implied, regarding the results that may be achieved through implementation of our recommendations.

7.2 Limitation of Damages

In no event shall Company's total liability to Client exceed the total amount paid by Client for services under this Agreement. Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, or business opportunities.

7.3 Business Results

Client acknowledges that business success depends on many factors beyond Company's control, including market conditions, competition, client implementation of recommendations, and external economic factors. Company does not guarantee specific business results or outcomes.

8. Termination

8.1 Termination for Convenience

Either party may terminate this Agreement with thirty (30) days written notice. Upon termination, Client shall pay for all services performed and expenses incurred through the termination date.

8.2 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after written notice.

8.3 Effect of Termination

Upon termination, Company will deliver all completed Work Product and Client will pay all outstanding fees and expenses. Provisions regarding confidentiality, intellectual property, and limitation of liability shall survive termination.

9. Dispute Resolution

9.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of New Mexico, without regard to its conflict of law principles.

9.2 Dispute Resolution Process

Any disputes arising under this Agreement shall be resolved through the following process:

• Direct Negotiation: Parties will first attempt to resolve disputes through good faith negotiations.
• Mediation: If negotiation fails, disputes will be submitted to binding mediation in Albuquerque, New Mexico.
• Arbitration: If mediation is unsuccessful, disputes will be resolved through binding arbitration under the rules of the American Arbitration Association.

9.3 Jurisdiction

Any legal proceedings shall be conducted in the state or federal courts located in Albuquerque, New Mexico, and both parties consent to the jurisdiction of such courts.

10. General Provisions

10.1 Independent Contractor

Company is an independent contractor and not an employee, partner, or agent of Client. Nothing in this Agreement creates an employment, partnership, or agency relationship.

10.2 Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond their reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, or government actions.

10.3 Entire Agreement

This Agreement, together with any attached statements of work or service proposals, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements relating to the subject matter hereof.

10.4 Modifications

This Agreement may only be modified by written agreement signed by both parties. No oral modifications shall be effective.

10.5 Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

10.6 Assignment

Neither party may assign this Agreement without the prior written consent of the other party, except that Company may assign this Agreement to an affiliate or in connection with a merger or sale of assets.

11. Contact Information

For questions regarding these Terms and Conditions or our services, please contact:

12. Acknowledgment

By engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions. This Agreement is effective as of the date of your first engagement of our services or execution of a service proposal, whichever occurs first.

Last Updated: January 1, 2024