TSS Guild Agreement Contract

The Service Strategist Consulting Services & Website Access Resources

Description of Services / Access to be provided:

The Service Strategist hereby agrees to provide and/or make available the following resources, and mentoring services primarily through
digital platforms and website access. Below is intended more as a summary and less of a detailed/itemized list.

• Access to the Service Strategist website Access to procedure manuals
• Access to safety talks, and sales/marketing materials Vehicle, kit, warehouse, and parts layouts
• Recruitment templates and job postings
• Documentation on Mindset Training
• Strategy breakdowns on how to grow your business
• Social media, digital ads, and Google services documents
• Processes to run the day-to-day operations of your company
• 6000 points to be used on Additional Services
• Free Monthly 1-on-1 Advisory
• Call Up to 4 Free Digital Ads per month

Website Access and Service Guild Member Ship Subscription Fee

Initial Term,

The Client agrees to the monthly payment of ($249 for Website access) or ($1495 for Service Guild Membership) for 12 months

All payments must be made on the first business day of each month and The Client authorized The Service Strategist to process the payment automatically.

Terms and Conditions

1. The Program is non-cancelable for the Initial Term and the Membership Subscription Fees (the “Fees”) are non-refundable. You acknowledge that you are responsible for the total sum of all payments for the Fees for the Initial Term of the Program. Subject to section 2, no refunds will be issued, and all monthly payments must be paid on or before the due date via credit card. If any payment is not made within five days of the due date, an administrative late fee of five (5%) percent shall be applied to such payment. Any payment more than thirty (30) days past due shall accrue interest at the rate of eighteen percent (18%) per annum, in addition to any late fees. If any collection efforts are required, the Client shall pay to The Service Strategist Inc. (the “Consultant”), without limitation, all collection costs and legal fees in addition to late fees and applicable interest.

2. Cooling-Off. You may terminate this agreement without penalty or liability to the Consultant by giving written notice to the Consultant within fourteen (14) days from the date of execution of this Agreement. Written notice of termination must be delivered to the Consultant via registered mail or email to the addresses provided in this Agreement. During the cooling-off period, the Client will receive limited access to the website and materials bargained for in this Agreement. Following the completion of the cooling-off period, full access to the website and materials will commence.

3. Pre-Authorized Credit Card Payments. Unless otherwise indicated by you on page 1 of this Agreement, you authorize us to debit the credit card account identified by you on a monthly basis for payment of the Fees. You agree that we will not notify you in advance of each debit. You may change the credit card account for such payments upon thirty (30) days written notice to us. You may have certain recourse rights if any debit that we draw does not comply with this Agreement.

4. Liquidated Damages. The parties agree that if after the date of execution of this Agreement and upon the completion of the cooling-off period, you terminate this Agreement for any reason, which includes without limitation, the Client failing or refusing to complete the Initial Term or defaulting on payment, then you agree to pay the Consultant liquidated damages which shall equal the total amount remaining on account of Fees for the Initial Term. The liquidated damages set forth in this section are in addition to, and not in lieu of, any other fees, interest, and payments incurred by you prior to the termination of this Agreement, all of which must be paid by you in accordance with the terms of this Agreement. The parties acknowledge and agree that the amount of liquidated damages set forth herein is in proportion to, and is necessary to protect, the Consultant’s legitimate interest, including: (i) encouraging the Clients to commit to the Initial Term, in which The consultant has invested time and expense; (ii) the time and expense that The consultant has incurred to prepare the website and materials bargained for in this Agreement which will have been provided to you following the cooling-off period; and (iii) partially compensating us for the financial damages we will incur as a result of your breach and the resulting termination of this Agreement. You acknowledge and agree that the amount of liquidated damages reasonably estimate our monetary losses resulting from the termination of this Agreement and does not represent or constitute a penalty.

5. Currency. All references to currency in this Agreement shall be to Canadian Dollars (CAD).

6. Personal Guarantee. In the event that the Client is a corporate entity and the signatory hereto is not entering into this Agreement in their personal capacity, the individual signing this Agreement as principal of the Client (the “Guarantor”) hereby agrees to personally guarantee the payment and collection of all Fees, administrative fees and interest payable under this Agreement, on behalf of the said Client. By entering into this agreement, the Guarantor agrees that the Consultant shall not be bound to exhaust its recourse against the Client before being entitled to payment from the Guarantor.

7. Confidential Information. You acknowledge that through your participation in the Program, you will have access to certain confidential and proprietary information, materials, ideas, plans, trade secrets, and the like (collectively, the “Confidential Information”). You are hereby granted a non-exclusive limited use license to use the Confidential Information as made available by the Consultant and, at times, other Program participants, in a manner to further advance you and your company’s business interests. Should your participation in the Program terminate prior to the end of the Initial Term for any reason, such limited right shall be terminated, and you shall be obligated to return all materials obtained during the Program to the Consultant.

8. You agree that you may not sell, rent, trade, profit from or share the Confidential Information with anyone outside of the Client’s management team. To do so is a material breach of this Agreement and requires you to immediately cease use of, and immediately return such Confidential Information.

9. You also agree to respect the privacy of fellow Program participants. By entering into this Agreement, you agree not to violate the privacy rights of any Program participant.

10. You acknowledge that it is your responsibility to reach out to the Consultant to take full advantage of the Program and all it has to offer and to seek help within the Program parameters when needed. Your failure to take full advantage of the Program and its many features (including Consultant based instruction, group, peer-to-peer, etc.) is not a valid reason to default on payment of any portion of the Fees.

11. Capacity. In providing services under this Agreement, it is expressly agreed that the Consultant is acting as an independent contractor and not as an employee. The Consultant and Client acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a contract for services.

12. Disclaimer. The Consultant does not provide any legal, financial or professional advice. Consultant strongly advises you that independent due diligence should be conducted as to such questions or concerns and consult their own lawyer, accountant, or financial professional for relevant advice. In addition, no representation whatsoever is made regarding the results to be achieved from participating in the Program or through the use of the Program materials or Confidential Information. Nothing contained in the Program shall be construed as professional, licensing, legal, accounting, or financial advice.

13. Governing Law. This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

14. Arbitration. Any controversy, claim or disagreement arising out of or relating to this Agreement, or the breach thereof, may, at the sole discretion of the Consultant, be settled by arbitration in accordance with the Arbitration Act, 1991 (Ontario) and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any such arbitration shall be held at London, Ontario, before a single arbitrator whose decision (including the awarding of costs) shall be final and binding upon the parties.

15. Modification of Agreement. No amendment or modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding unless evidenced in writing and signed by the parties.

16. Assignment. This Agreement is not assignable without the prior written consent of the Consultant.

17. Entire Agreement. This Agreement constitutes the entire agreement of the parties regarding the subject matter hereof and supersedes all previous written or oral representations, agreements, and understandings between the parties, whether expressed or implied.

18. Construction and Drafting. All language used herein shall be deemed to be the language jointly chosen by the parties, and no rule of strict construction shall be applied against a party based on its role or no role in drafting any portion of this Agreement.

19. Severability. If any term or condition of this Agreement or its application thereof to the parties or to any persons or circumstances is to any extent invalid or unenforceable, the remainder of this Agreement and the application of such term or condition to the parties, persons, or circumstances other than those to which it is held invalid or unenforceable, shall not be affected, and each provision of this Agreement shall be separately valid and enforceable to the fullest extent permitted by law.

20. Waiver. The waiver by any party of a breach, default, delay, or omission of any of the provisions of this Agreement by another party will not be construed as a waiver of any subsequent breach of the same or other provisions.