These Terms of Service (also, the “Agreement”) are entered into by and between Profit Solutions Pro Inc., a corporation incorporated under the laws of the State of Florida, registered at 9702 SW 83rd Way, Gainesville, FL 32608, doing business as Profit Solutions, hereinafter referred to as “PS” or “Profit Solutions” and the individual or entity that accepts these terms and conditions (the “Client” or “you” or “your”). The Agreement comes into effect when the Client accepts these Terms of Service by checking the associated box upon checkout. By accepting these Terms of Service, the Client acknowledges that they have read, understood, and agreed to all terms and conditions outlined herein, and the Parties hereby commit to collaborate in achieving financial success and money mastery.

These Terms of Service were most recently updated on [DATE TO BE INSERTED].

BY CHECKING THE REQUIRED CHECKBOX, YOU ACCEPT AND AGREE THAT THESE TERMS WILL BIND YOU.

BY ENTERING INTO THESE TERMS OF SERVICE, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE CONSENTING TO RESOLVE ANY DISPUTES, CLAIMS, OR CONTROVERSIES THAT MAY ARISE PURSUANT TO THIS AGREEMENT THROUGH ARBITRATION AS OUTLINED IN THE ARBITRATION CLAUSE CONTAINED HEREIN. PLEASE CAREFULLY REVIEW THE ARBITRATION CLAUSE PROVIDED TO UNDERSTAND YOUR RIGHTS AND OBLIGATIONS REGARDING DISPUTE RESOLUTION. YOUR ACCEPTANCE OF THESE TERMS OF SERVICE SIGNIFIES YOUR ACKNOWLEDGMENT AND CONSENT TO THE ARBITRATION CLAUSE.

1. Definitions and Interpretations

1.1 In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:

Agreement means these Terms of Service;

PS or Profit Solutions means Profit Solutions Pro Inc., a corporation incorporated under the laws of the State of Florida, registered at 9702 SW 83rd Way, Gainesville, FL 32608, doing business as Profit Solutions;

Force Majeure means any cause beyond a Party’s reasonable control, including, but not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action, pandemic, epidemic, or any other event that is beyond the reasonable control of the Party in question;

Intellectual Property Rights means (a) any and all rights in any patents, trade marks, service marks, registered designs, applications (and rights to apply for any of those rights), trade, business and company names, internet domain names, e-mail addresses, unregistered trade marks and service marks, copyrights, database rights, know-how, trade secrets, rights in designs and inventions, and goodwill; (b) rights under licences, consents, orders, statutes or otherwise in relation to a right in paragraph (a); (c) rights of the same or similar effect or nature as or to those in paragraphs (a) and (b) which now or in the future may subsist; and (d) the right to sue for past infringements of any of the foregoing rights;

Minimum Term means the minimum contractual period during which the Client is committed to the Agreement, which may be specified as Month-to-Month, 6-Month, 12-Month, or 24-Month, as selected by the Client at the time of entering into this Agreement;

PIF or Paid in Full means payment made upfront in full for certain services, also referred to as “payment upfront services” or “1-Time Payment” services;

Parties means PS and the Client collectively;

Party means each of PS or the Client individually;

Plan(s) refers to a subscription package or service offering provided by PS, which specifies the terms, conditions, pricing, and included Services as outlined in the plan description. A Plan may encompass various tiers or options, each associated with its own pricing structure, allocation of services, and payment terms. Plans may differ in terms of features, usage limitations, and pricing, and they may be subject to modification or termination in accordance with these Terms of Service;

Services means those services PS is to carry out for the Client as specified in Clause 3 hereof and in accordance with the specific terms of the package selected by the Client, including but not limited to bookkeeping, tax preparation and planning, IRS tax resolution, business consulting, QuickBooks cleanup and rescue, and other financial services;

Term means the period from the date the Agreement comes into effect until the termination of this Agreement in accordance with Clause 10 hereof.

1.2 Unless the context otherwise requires, each reference in this Agreement to a Clause or sub-Clause is a reference to a Clause of this Agreement.

1.3 The headings used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

1.4 Words signifying the singular number shall include the plural and vice versa.

1.5 References to any gender shall include any other gender.

2. General Terms

2.1 Applicability. These Terms of Service apply to all Services offered by PS to the Client, except where expressly indicated to the contrary.

2.2 Capacity. The Client may not use the Services nor accept these Terms of Service if the Client is not of legal age or does not have the required mental capacity to form a binding contract with PS, or if the Client does not have the required legal capacity to bind the entity which they are representing to a binding legal agreement.

2.3 Acceptance. The use of the Services requires the unconditional acceptance of the applicability of these Terms of Service. It is the Client’s responsibility to read and understand the Terms of Service. If the Client does not agree to these Terms of Service, do not use the Services.

2.4 Client Terms. All terms and conditions maintained by the Client that are contrary to these Terms of Service are hereby rejected and therefore do not apply to the use of the Services.

2.5 Privacy Policy. Any personal data submitted by the Client to PS will be governed by the Privacy Policy.

2.6 No Attorney-Client Relationship. The Client acknowledges that PS is not a law firm and does not provide legal services. No attorney-client relationship is created by this Agreement or the provision of Services. Clients requiring legal advice should consult with a licensed attorney.

2.7 No CPA Services. While PS provides tax preparation and planning services, the Client acknowledges that PS personnel may not be Certified Public Accountants (CPAs) unless specifically disclosed. Tax preparation services are provided by qualified tax professionals operating within their scope of practice.

3. The Services

3.1 Services. PS hereby agrees to perform certain services as per the terms of the Plan(s) selected by the Client and/or any other services as provided by PS from time to time (the “Services”). The Services may include, but are not limited to:

a. Professional Bookkeeping Services, including monthly/weekly bookkeeping, account reconciliation, financial statements and reports, and tax-ready documentation;

b. Tax Services, including individual and business tax preparation, year-round tax planning, strategic tax optimization, and compliance filing;

c. IRS Tax Resolution Services, including notice response and representation, payment plans and settlements, levy/garnishment release, and offer in compromise negotiations;

d. Business Consulting Services, including growth strategy and planning, systems and process development, marketing and sales optimization, and financial planning and analysis;

e. QuickBooks Rescue Services, including complete file analysis, data cleanup and reconciliation, error correction and optimization, and training and ongoing support;

f. Other financial and business services as agreed upon between PS and the Client.

3.2 Performance Standards. PS commits to delivering Services in accordance with industry best practices and professional standards. PS will use reasonable commercial efforts to achieve the objectives outlined in the Client’s selected Plan. However, PS makes no guarantees regarding specific outcomes, tax savings, business growth, or IRS resolution results.

3.3 Service Delivery. PS shall maintain reasonable response times for client communications and service delivery as outlined in the specific Plan details. Any specific performance metrics, deliverables, or timelines will be detailed in the Plan description, separate service agreement, or applicable Addendum.

3.4 Service Limitations. PS reserves the right to decline or discontinue Services if, in PS’s sole discretion, the Client’s needs exceed the scope of the selected Plan, the Client’s situation presents undue risk or complexity, or the Client fails to cooperate with PS’s reasonable requests.

4. Client Obligations and Service Terms

4.1 Provision of Material. The Client shall ensure that all data, tools, and information, of which PS has stated it is required for the performance of the Services, or of which the Client should reasonably understand it to be necessary for such performance, will be provided to PS in a timely, complete, and correct manner. The Client warrants that all information provided is true, accurate, and complete.

4.2 Access and Permissions. The Client shall ensure that PS has necessary access and permissions to relevant assets and accounts to carry out the Services. This includes, but is not limited to, bank accounts, QuickBooks files, tax documents, and other financial records.

4.3 Feedback. The Client shall provide constructive feedback to PS regarding the performance of the Services and promptly communicate any concerns or issues that may arise during the course of the Term.

4.4 Involvement. The Client acknowledges that the ultimate success of the Services is a collaborative effort, and their active involvement and commitment are essential to achieving the desired outcomes.

4.5 Legal and Compliance Requirements. It is the Client’s sole and exclusive responsibility to ensure that all legal requirements for the Client’s business are met. This includes ensuring that no third party Intellectual Property Rights are violated by any materials and/or content provided by the Client. While PS provides tax and financial services, the Client remains ultimately responsible for the accuracy of information provided to PS and for compliance with all applicable laws and regulations. PS will not be responsible for any legal, technical, or regulatory specifications beyond the scope of the Services agreed upon.

4.6 Tax Information and Documentation. For tax-related Services, the Client agrees to provide all necessary documentation, receipts, and information required for accurate tax preparation and planning. The Client acknowledges that PS’s ability to minimize tax liability and ensure compliance depends on receiving complete and accurate information from the Client. The Client remains ultimately responsible for the accuracy of all tax returns and filings.

4.7 Approvals. PS and Client understand and agree that any Client delay in providing PS with express approval regarding content or deliverables can prevent, delay, or otherwise hinder PS’s contractual performance of the Agreement. Therefore, PS and Client agree to all of the following:

a. PS may deliver any work product on behalf of Client that PS reasonably believes will provide benefit to Client with Client’s express approval; and

b. Before PS delivers any work product, PS shall request that Client promptly approve said content, either orally or in writing; and

c. If Client fails to provide PS with written disapproval of content within 48-hours of PS’s submittal request, Client’s approval shall be imputed automatically and immediately, and deemed “tacitly approved”; and

d. Client and PS agree that PS is permitted to proceed with any tacitly approved content as if it were expressly approved by Client.

4.8 Delays. If any delay is caused due to Client’s lack of timely or accurate feedback and/or provision of details and/or content, PS shall not be liable or responsible for that delay, any resulting penalties, interest, or fees. Any Services not performed during a Term due to such a delay shall not roll-over to a subsequent Term. This includes delays in tax filings or other time-sensitive services due to late provision of required documentation.

4.9 IRS Resolution Services. For Clients engaging PS for IRS tax resolution services:

a. The Client grants PS power of attorney to represent them before the IRS and state tax authorities as necessary;

b. The Client agrees to promptly provide all notices, correspondence, and documentation received from tax authorities;

c. The Client acknowledges that PS cannot guarantee specific outcomes in negotiations with tax authorities, though PS will use its best efforts to achieve favorable results;

d. The Client agrees not to communicate directly with tax authorities regarding matters under PS’s representation without prior consultation with PS;

e. The Client understands that resolution services may require significant time and that results depend on many factors outside PS’s control;

f. The Client remains liable for all taxes, penalties, and interest owed, regardless of PS’s representation.

4.10 Hold Harmless. The Client agrees to hold PS harmless from any penalties, interest, or additional taxes assessed due to the Client’s failure to provide accurate, complete, or timely information, or due to the Client’s failure to file or pay taxes when due.

5. Subscriptions & Payments

5.1 Subscriptions. The Client acknowledges that the Services shall operate on a subscription basis according to the Minimum Term selected. The Minimum Term is Month-to-Month unless otherwise specified at the time of Agreement. All subscriptions require a 30-day written notice for cancellation. Upon completion of any specified Minimum Term (6-Month, 12-Month, or 24-Month), the subscription automatically converts to a Month-to-Month basis and continues until the Client provides the required 30-day written notice of cancellation.

5.2 Recurring Fees. In consideration for the Services to be performed by Profit Solutions, Client agrees to pay Profit Solutions on a recurring monthly basis. The first payment due shall be the pro-rated fee for the remainder of the current month during which the Client enters into the Agreement. Each subsequent full monthly payment shall be due on the first day of every month. The Agreement shall not come into force until the Client pays the first month’s fee.

5.3 Paid in Full Services. PS also offers payment upfront services (also referred to as “Paid in Full,” “PIF,” or “1-Time Payment” services) whereby payment is made upfront in full for these services. For larger PIF services, PS may elect to provide payment plans to Clients that will be written up in the Addendum section of the Agreement. Payment terms for PIF services, including any payment plan arrangements, shall be specified in the applicable Addendum or service agreement. All PIF payments are non-refundable once Services have commenced.

5.4 Price Changes. PS reserves the right to modify pricing with 30 days’ written notice to the Client. Continued use of Services after the effective date of the price change constitutes acceptance of the new pricing.

5.5 Enforcement of Payment. Notwithstanding anything to the contrary, in the event legal action is required to enforce the payment terms of the Agreement, PS shall be entitled to collect from Client any judgment or settlement sums due plus reasonable attorneys’ fees, court costs and other expenses incurred by PS for such collection action.

5.6 Payment Authorization. By executing this Agreement, the Client is authorizing PS to automatically charge the credit/debit card provided by the Client, and to continue charging the credit/debit card at the agreed upon intervals during the Term of this Agreement. This applies to all fees listed and/or described in this Agreement. The Client hereby agrees to maintain all such credit/debit card information up-to-date and complete and understands that refusal by the payment provider of amounts due and owing under this Agreement, may result in (i) PS ceasing to provide the Services until all amounts due have been received by PS, and/or (ii) a material breach of this Agreement (without prejudice to any other remedies available to PS under applicable law).

5.7 Electronic Funds Transfer. The Client shall pay PS, and authorizes PS to electronically deduct, any and all fees arising out of this Agreement using ELECTRONIC FUNDS TRANSFER (“EFT”) according to the terms of the Agreement, and from the Client’s account.

5.8 Restrictions on Chargebacks. The Client acknowledges and agrees that chargebacks shall only be initiated under this Agreement in cases where PS has materially breached its obligations as defined herein or in the event of fraudulent transactions. Chargebacks initiated without valid grounds or for reasons unrelated to a material breach shall be considered a breach of this Agreement by the Client.

5.9 Consequences of Unwarranted Chargebacks. In the event the Client initiates an unwarranted chargeback without valid grounds, the following consequences shall apply:

a. Immediate Suspension of Services. PS reserves the right to immediately suspend all Services, until the chargeback dispute is resolved to PS’s satisfaction.

b. Chargeback Costs. The Client shall be responsible for covering all costs incurred by PS in association with the chargeback, including but not limited to administrative, legal, and banking fees.

c. Termination of Agreement. PS may, at its sole discretion, terminate this Agreement if the Client initiates unwarranted chargebacks, with all outstanding fees and charges becoming immediately due and payable.

d. Collections. PS reserves the right to pursue collection activities and report unpaid debts to credit bureaus.

5.10 Refunds. PS and the Client expressly agree that there are no refunds of any kind under any circumstances, except as specifically provided in this Agreement. All fees paid are non-refundable and non-creditable. Furthermore, PS and Client expressly agree that any performance issues shall only be rectified through the remediation of any such deficient performance at no additional cost to the Client, at PS’s sole discretion.

5.11 Late Fees. Late payments by Client shall be subject to an interest rate of 1.5% per month from the due date until the amount is paid, calculated on a daily basis. Any EFT payment returned or rejected by Client’s bank shall be subject to a $40 non-sufficient funds fee payable by Client to PS. PS has the right to discontinue Services without notice to Client if any payment becomes delinquent by more than 7 days, at its sole and absolute discretion.

6. Confidentiality

6.1 Confidential Information. For the purposes of this Agreement “Confidential Information” means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such).

6.2 Confidentiality Obligations. Each Party undertakes that, except as provided by this Clause 6 or as authorized in writing by the other Party, it shall, at all times during the period of this Agreement and for five (5) years after its termination:

a. keep strictly confidential all Confidential Information;

b. not disclose any Confidential Information to any other person;

c. not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of this Agreement;

d. not make any copies of, record in any way or part with possession of any Confidential Information except as necessary for the performance of this Agreement; and

e. ensure that none of its directors, officers, employees, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of this Clause 6.

6.3 Permitted Disclosure. Either Party may:

a. disclose any Confidential Information to: (i) any sub-contractor or supplier of that Party; (ii) any governmental or other authority or regulatory body; or (iii) any employee or officer of that Party or of any of the aforementioned persons, to such extent only as is necessary for the purposes contemplated by this Agreement, or as required by law;

b. use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is public knowledge through no fault of that Party; and

c. use or disclose any Confidential Information which can be shown by that Party to have been known to that Party prior to such disclosure.

6.4 Return of Information. Upon termination of this Agreement, each Party shall promptly return or destroy all Confidential Information of the other Party in its possession, except as required to be retained by law or professional standards.

6.5 Survival. The provisions of this Clause 6 shall continue in force for five (5) years following termination of this Agreement.

7. Intellectual Property

7.1 Assignment of Rights. PS assigns to the Client its entire right, title and interest in anything created or developed by PS specifically for the Client under this Agreement (the “Work Product”), provided that the Client has met and continues to meet all payment obligations hereunder. The Work Product shall include custom reports, tax returns, and business plans created specifically for the Client.

7.2 Rights to Deliverables. Any deliverables, systems, or work product created by PS for the Client shall belong to the Client upon full payment of all fees, except for any proprietary tools, methodologies, templates, or frameworks developed by PS which shall remain the property of PS. This includes financial reports, tax returns, business plans, and other custom deliverables, but excludes PS’s proprietary systems, templates, methodologies, and know-how.

7.3 PS’s Reusable Materials. PS owns outright, and/or owns a license to use and sublicense, various materials in existence before this Agreement’s date of execution (“PS’s Materials”). PS may include PS’s Materials in the work performed under this Agreement. PS retains all rights, title, and interest, including all copyrights, patent rights, and trade secret rights, in PS’s Materials. Client acknowledges that PS may use general knowledge, skills, experience, ideas, concepts, and techniques acquired during performance of this Agreement in the course of PS’s business.

7.4 License. PS grants the Client a perpetual, royalty-free, nonexclusive, non-transferable, non-sublicensable license to use any of PS’s Materials incorporated into the work performed by PS under this Agreement, solely for Client’s internal business purposes.

7.5 Feedback and Improvements. Any suggestions, feedback, or improvements provided by the Client regarding PS’s services or methodologies shall become the property of PS and may be used by PS without restriction or compensation to the Client.

8. Restrictive Covenants

8.1 Non-Solicitation of PS’s Personnel. PS and Client agree PS has invested substantial time, energy, and money into the training of its personnel relating to the provided Services. Consequently, PS and Client agree that while this Agreement is in effect and for the period of three (3) years thereafter, Client shall not, directly or indirectly, solicit, attempt to contract with, or enter into a contractual or business relationship of any kind with any of PS’s personnel that the Client has been in contact with during the Term of the Agreement.

8.2 Liquidated Damages. Both PS and Client acknowledge and agree that each individual breach of the non-solicitation provision described above shall give rise to liquidated damages in the amount of $25,000 per occurrence. These liquidated damages are not penalties but rather a reasonable estimate of PS’s damages, which would be difficult to ascertain. These damages may be charged by PS without prejudice to any other remedy available to it under applicable law.

8.3 Non-Disparagement. During the Term and for two (2) years thereafter, neither Party shall make any false, negative, or disparaging statements about the other Party, its services, personnel, or business practices.

9. Limitation of Liability

9.1 Warranty Disclaimer. The Client must report any deficiencies in PS’s Services to PS in writing within 15 days of performance to receive any remedies. Client’s exclusive remedy for any breach shall be the re-performance of PS’s services at PS’s sole discretion. PS provides all services “AS IS” and makes no warranties of any kind, express or implied. PS specifically disclaims any warranty that services will produce any particular result, tax savings, or business outcome.

9.2 Limited Liability . PS’s total liability to Client under the Agreement for any and all claims, damages, costs and expenses shall not exceed the lesser of (a) the total compensation received by PS under this Agreement during the past 3 months, or (b) $5,000. This limitation applies regardless of the form of action, whether in contract, tort, negligence, strict liability, or otherwise.

9.3 Exclusion of Damages . IN NO EVENT SHALL PS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST DATA, LOSS OF BUSINESS, OR COST OF SUBSTITUTE SERVICES, EVEN IF PS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PS SHALL NOT BE LIABLE FOR ANY PENALTIES, INTEREST, OR ADDITIONAL TAXES ASSESSED AGAINST CLIENT BY ANY GOVERNMENTAL AUTHORITY.

9.4 Indemnification. Client hereby agrees to indemnify, defend, and hold harmless PS, its affiliates, and their respective directors, officers, employees, agents, successors, and assigns from and against any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties, and reasonable attorneys’ fees, that arise from or relate to: (i) Client’s breach of this Agreement; (ii) Client’s negligence or willful misconduct; (iii) Client’s failure to provide accurate information; (iv) any tax liabilities, penalties, or interest assessed against Client; or (v) Client’s violation of any applicable law.

9.5 Force Majeure. Neither Party shall be held responsible for any delay or failure in performance under this Agreement caused by Force Majeure. PS shall not be liable for any damages resulting from Force Majeure events.

9.6 Assumption of Risk. Client acknowledges that tax laws and regulations are complex and subject to change. Client assumes all risk associated with tax positions taken, business decisions made, and financial strategies implemented based on PS’s services.

10. Term and Termination

10.1 Term of Agreement. This Agreement will become effective upon the Effective Date. The initial term shall be for the Minimum Term selected by the Client, which may be Month-to-Month, 6-Month, 12-Month, or 24-Month. During any Minimum Term other than Month-to-Month, the Client may not cancel this Agreement for any reason. If the Client attempts to terminate this Agreement during a fixed Minimum Term, the Client shall remain liable to pay the full fees for the entire Minimum Term as liquidated damages. Upon completion of any fixed Minimum Term, this Agreement automatically converts to a Month-to-Month basis.

10.2 Termination By Client. For Month-to-Month agreements or upon conversion to Month-to-Month after completion of a fixed Minimum Term, the Client must provide a 30-day written notice of its intention to terminate the Agreement. Services will continue until the last day of the following month after written notice is properly received, and the Client’s last bill will be on the 1st day of the month accordingly. The Client is required to give notice in writing to noticeofcancellation@profitsolutions.com. During any fixed Minimum Term, the Client cannot cancel the Agreement for any reason.

10.3 Termination For Cause by PS. PS may terminate this Agreement immediately upon written notice if:

a. Client commits a material breach of any provision of this Agreement;

b. Client fails to make timely payments;

c. Client provides false, misleading, or incomplete information;

d. Client fails to cooperate with PS’s reasonable requests;

e. Client engages in illegal activities or requests PS to perform illegal acts;

f. In PS’s sole discretion, continuing the relationship poses undue risk to PS.

10.4 Termination Without Cause by PS. PS may terminate this Agreement without cause by providing written notice to the Client with at least thirty (30) days’ notice. In such event, Client remains liable for all fees through the termination date.

10.5 Consequences of Termination.

a. All outstanding fees become immediately due and payable;

b. PS shall cease all services and may retain copies of all work product for its records;

c. Client shall promptly return all PS property and confidential information;

d. PS may, at its discretion, provide Client with copies of work product upon payment of all outstanding fees;

e. All provisions intended to survive termination shall remain in effect.

10.6 Survival of Provisions. The following provisions shall survive termination: Confidentiality, Intellectual Property Rights, Restrictive Covenants, Limitation of Liability, Indemnification, Payment Obligations, and Dispute Resolution.

11. Miscellaneous

11.1 Sub-Contractors. PS has the absolute right to engage subcontractors to perform any or all Services under the Agreement. Client consents to such subcontracting and agrees that PS shall not be liable for acts or omissions of subcontractors beyond PS’s liability for its own acts.

11.2 Independent Contractor Relationship. PS and the Client are independent contractors. Nothing in this Agreement creates a joint venture, partnership, agency, or employment relationship. Neither Party has authority to bind the other.

11.3 Entire Agreement. This Agreement, including all Addendums, constitutes the entire understanding between the Parties and supersedes all prior agreements, representations, warranties, and understandings, whether oral or written.

11.4 Addendums. Any Addendum referenced or incorporated during sign-up, in electronic documents, or otherwise made part of the Client’s enrollment is hereby incorporated into this Agreement by reference. In the event of any conflict, the terms of the most recent Addendum shall control. Each Addendum forms an integral part of the Agreement.

11.5 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom such waiver is sought to be enforced. No waiver shall constitute a continuing waiver.

11.6 Assignment. The Client may not assign this Agreement or any rights hereunder without PS’s prior written consent. PS may freely assign this Agreement. This Agreement shall be binding upon and inure to the benefit of the Parties’ respective successors and permitted assigns.

11.7 Amendments. PS reserves the right to amend these Terms of Service at any time with 30 days’ written notice. Continued use of Services after the effective date constitutes acceptance of the amendments. If Client objects to any amendment, Client’s sole remedy is to terminate the Agreement pursuant to the termination provisions herein.

11.8 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

11.9 Electronic Signatures. This Agreement may be executed electronically. Electronic signatures shall be considered original signatures for all purposes and shall have the same force and effect as handwritten signatures.

11.10 Notices. All notices must be in writing and shall be deemed given when: (a) delivered personally; (b) sent by certified mail, return receipt requested; (c) sent by recognized overnight courier; or (d) sent by email with confirmation of receipt. Notices to PS shall be sent to the address above and to legal@profitsolutions.com.

11.11 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted successors and assigns. Nothing herein shall create or be construed to create any rights in any third party.

11.12 Interpretation. This Agreement shall be construed without regard to the Party that drafted it. Any ambiguity shall not be construed against either Party. Section headings are for convenience only and shall not affect interpretation.

12. Disputes

12.1 Applicable Law and Venue. This Agreement shall be governed by the laws of the State of Florida, without regard to its conflict of laws principles. Any disputes not subject to arbitration shall be brought exclusively in the state and federal courts located in Alachua County, Florida. The Parties irrevocably submit to the jurisdiction of such courts and waive any objection to venue.

12.2 Mandatory Arbitration . Any dispute, controversy, or claim arising out of or relating to this Agreement, including its formation, interpretation, breach, termination, or validity, shall be submitted to binding arbitration before JAMS in accordance with its Comprehensive Arbitration Rules. The arbitration shall take place in Gainesville, Florida before a single arbitrator. The arbitrator’s award shall be final and binding, and judgment may be entered in any court of competent jurisdiction.

12.3 Arbitration Procedures. The Party initiating arbitration shall pay the initial filing fee. The prevailing Party shall be entitled to recover its reasonable attorneys’ fees and costs, including arbitration fees. The Parties waive any right to a jury trial and any right to pursue claims on a class or representative basis.

12.4 Injunctive Relief. Notwithstanding the arbitration provisions, either Party may seek injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm pending arbitration. A request for such relief shall not be deemed a waiver of arbitration.

12.5 Time Limitation. Any claim arising out of or related to this Agreement must be brought within one (1) year after the claim arises, or it shall be forever barred.