SAROCA CONSULTING TERMS OF SERVICE

1. Services
Company shall provide consulting services for purposes of [PURPOSE OF SERVICES] (“Services”) to the Client as described on one or more Statements of Work signed by Company and Client that reference this Agreement (“SOW” or “Statement of Work”). Company shall perform Services in a timely manner, as outlined in the SOW, and have the product or service (“Deliverable”) ready for Client no later than the due date specified in the applicable SOW (“Completion Date”). This due date is subject to change in accordance with the Change Order process defined in the applicable SOW. Client shall assist Company by promptly providing all information requests known or available and relevant to the Services in a timely manner.

Session Usage: All sessions purchased as part of the Services must be used within one year from the date of purchase unless otherwise agreed in writing by both parties.

2. Contract Price
For performance of the Services and rendering the Deliverable, Client shall pay to Company all fees due under the applicable SOW. The agreed fees for Services and Deliverables will be based on the rates effective as of the date the contract is signed, regardless of any future price increases.

3. Deposit
An initial payment (the “Deposit”) of [INITIAL DEPOSIT AMOUNT] is due to the Company at signing. 50% of the Deposit shall be non-refundable in the event that Client cancels the project prior to its completion. All investments in coaching programs are nonrefundable but transferable to other programs or participants with prior written consent from the Company.

4. Dates of Performance
Company will begin performing services upon receipt of a signed Agreement and Deposit. Unless terminated as provided in this Agreement, Company will complete Services by the Completion Date.

5. Change in Services
If Client desires changes to the SOW, Client shall submit to Company a written request in accordance with the change order process defined in the applicable SOW. The parties may execute additional Statements of Work describing Services, which will become part of this Agreement upon execution by Company and the Client. If additional SOW are executed, then Client shall pay Company for all services performed prior to the additional SOW before Company begins work on the new SOW.

6. Termination
Company shall have the right to modify, reject, or terminate any SOW and any related work in process with five days’ written notice to Client. In the event Company terminates the SOW prior to completion of Services, the Client shall pay Company the fees due under the SOW with respect to Services completed as of the date of termination. Payment for completed work will be deducted from the deposit. Company will retain the non-refundable 50% of the Deposit and return any unearned portion exceeding 50% of the Deposit. Any amount due for services performed by Company above the deposit will be billed to Client. Upon settlement of funds due to Company, all Client-provided materials will be returned to Client, and all Client use rights in the work in process as described in Section 9 will be transferred to Client.

7. Payment of Services
In exchange for Company’s Services under this Agreement, the Client shall pay Company in accordance with the Payment Terms laid out in the SOW. Invoicing is billed in USD and is due upon receipt. Should non-virtual services be requested, the Client shall cover all travel-related expenses, including reasonable accommodation, meals, and any other costs incurred due to time spent performing services in person. These expenses will be invoiced and due upon receipt. All investments in coaching and programs are nonrefundable.

8. Confidential Information

8.1 Confidentiality Obligation: The receiving Party shall maintain in confidence all Confidential Information of the disclosing Party and shall not disclose such Confidential Information to any third party except to those of its employees, contractors, or partners (“Personnel”) having a need to know such information and only insofar as such persons are bound by a duty of confidentiality consistent with this Agreement. Confidentiality obligations survive any expiration or termination of this Agreement and extend for three years from the date of disclosure, except for trade secrets, which remain confidential indefinitely.

8.2 Unauthorized Disclosure and Remedies: The receiving Party acknowledges that unauthorized use, loss, or disclosure of Confidential Information may cause irreparable injury to the disclosing Party, and the disclosing Party may seek injunctive or equitable relief as necessary.

8.3 Return of Confidential Information: Upon written request from the disclosing Party, the receiving Party shall destroy all Confidential Information in its possession. Any archival copies of Confidential Information retained for compliance purposes shall remain subject to the terms of this Agreement.

8.4 Ownership: This Agreement grants no rights or licenses under any intellectual property rights of the other Party, except for the limited right to use Confidential Information as necessary to fulfill obligations under this Agreement.

9. Ownership of Deliverables
Company retains ownership of all Intellectual Property Rights in the Deliverable. Our content is proprietary and may not be used, duplicated or distributed to anyone other than our program participants without written consent. Upon full payment of the deliverable, Company grants Client a perpetual, non-exclusive, and non-transferable license to use the Deliverable in the manner described in the SOW. If termination occurs as described in Section 6, the Company retains ownership of all work in process until full payment for the work completed is received. Upon payment, the Company grants a perpetual, non-exclusive, and non-transferable license to use the work in process.

10. Indemnification
Client agrees to indemnify and hold Company harmless from any claims, losses, or damages arising from materials provided by the Client for use in the Deliverable, including claims of unauthorized use of any music, images, or other materials comprising the Deliverable.

11. Limitation of Liability
COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, INTERRUPTION OF BUSINESS, OR LOST PROFITS, REGARDLESS OF THE FORM OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY’S AGGREGATE LIABILITY SHALL NOT EXCEED THE FEES PAID TO COMPANY UNDER THIS AGREEMENT.

12. Compliance with Laws
Each party shall comply with all applicable laws, including privacy and data protection regulations.

13. General
Neither party may assign this Agreement without the other party’s written consent. Any waivers or amendments must be in writing. If any provision is found to be invalid, the remaining provisions will remain in full force and effect.

14. Choice of Law
This Agreement will be governed by California law. Any disputes arising from this Agreement will be resolved in the courts of Los Angeles, California.

15. Remedies
Company reserves all remedies available at law or equity for disputes under this Agreement. If a court rules substantially in favor of the Company, Client agrees to pay all attorneys’ fees and court costs.

16. Changes to Terms of Service
We reserve the right to update or change these Terms of Service by posting updates to our website. It is the responsibility of the Client to review the Terms periodically. Continued use of our services constitutes acceptance of any changes.

17. Contact Information
Any questions about these Terms of Service please email us at info@saroca.co.

18. Changes To Terms Of Service
You can review the most current version of the Terms of Service at any time at this page.
We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.