TERMS OF SERVICE

These Terms & Conditions ("T&C" or "Agreement") govern the relationship between Capitallyst Pro Inc., an Arizona Corporation ("Provider," "we," "us," or "our") and any individual or entity ("Client" or "you") that purchases, accesses, or uses our services, platform, or any deliverables provided by Capitallyst Pro Inc.

By signing a Statement of Work ("SOW"), clicking to accept, or otherwise accessing or using our services, you agree to be bound by these Terms & Conditions in their entirety. If you do not agree, you may not use or access our services.

These T&C, together with any executed Statement of Work ("SOW"), constitute the entire agreement between the Parties. In the event of any conflict, the T&C shall control except with respect to fees, scope, and deliverables, which shall be governed by the applicable SOW.

In addition to these Terms & Conditions, you acknowledge that you have reviewed the Additional Pricing disclosure available at capitallystpro.io/additional-pricing, which describes usage-based charges that may apply in addition to your Capitallyst Pro subscription fees.

1. RELATIONSHIP OF THE PARTIES

Provider is an independent contractor and not an employee, partner, joint venturer, or agent of Client. Nothing in these T&C or any SOW shall be construed to create an employment, partnership, or agency relationship between the Parties. Provider retains sole discretion over the means and methods by which services are performed, subject to the deliverable requirements set forth in each SOW. Provider retains the right to engage other clients and perform services for third parties during the term of any engagement.

2. SERVICES

2.1 Scope of Services. Provider shall perform only the professional services described in each executed SOW. Provider has no obligation to perform services not expressly described in an executed SOW. Each SOW must be signed by authorized representatives of both Parties and is incorporated into and governed by these T&C.

2.2 Additional Services. Any services, deliverables, or work requested by Client that fall outside the scope of an executed SOW are considered out of scope. Provider has no obligation to perform out-of-scope work unless the Parties execute a written amendment or new SOW specifying the scope, timeline, and applicable fees.

2.3 No Staff Augmentation. These T&C do not constitute staff augmentation, managed labor, or the provision of dedicated personnel. Provider makes no representation regarding the assignment of specific individuals or minimum staffing levels.

2.4 Platform Subscription Requirement. Where services involve access to or buildout within the Capitallyst Pro platform ("Platform"), Client must maintain an active Platform subscription at all times during the engagement. Subscription fees are governed by a separate Subscription Agreement and are in addition to any fees set forth in an SOW. Lapse or termination of Client's subscription will result in loss of system functionality, and Provider shall have no liability for any resulting disruption or business impact.

3. FEES AND PAYMENT

3.1 Fee Structure. Fees applicable to each engagement shall be set forth in the applicable SOW and may include a one-time build or project fee, a monthly retainer fee, a revenue share arrangement, or any combination thereof. All fees are non-refundable unless expressly stated otherwise in the applicable SOW.

3.2 Payment Terms. Unless otherwise specified in the applicable SOW, all invoices are due within five (5) business days of the invoice date. All payments shall be made via ACH or wire transfer only.

3.3 Late Payment. Client's failure to pay any amount due within five (5) business days after the applicable due date shall constitute a material breach. Upon written notice, Provider may suspend services until all outstanding balances are paid in full. Provider reserves all rights and remedies available under this Agreement or applicable law.

3.4 Disputed Invoices. If Client disputes any portion of an invoice in good faith, Client shall provide written notice specifying the disputed amount and basis within five (5) business days of receipt. Undisputed portions remain due and payable. The Parties shall work in good faith to resolve disputes within fifteen (15) days.

3.5 Retention of Rights. Client does not acquire any rights to use purchased services or deliverables until the total purchase price is received by Provider.

4. ACCEPTANCE OF DELIVERABLES

Provider shall notify Client when a deliverable is ready for review. Client shall review and either accept the deliverable or provide written notice of rejection within ten (10) business days of delivery, specifying in reasonable detail any material non-conformity with the applicable SOW. Failure to provide written notice of rejection within such period shall constitute deemed acceptance.

5. CLIENT RESPONSIBILITIES

5.1 Cooperation and Inputs. Client acknowledges that Provider's ability to perform services in a timely and effective manner depends upon Client's cooperation. Client shall timely provide all information, materials, access credentials, approvals, content, branding assets, and other inputs reasonably requested by Provider, and shall ensure that all such materials are accurate, complete, and lawful.

5.2 Decision Authority. Client shall designate one or more authorized representatives with decision-making authority to act on Client's behalf in connection with the services. Provider may rely on instructions and approvals provided by such representatives.

5.3 Delays. Provider shall not be responsible for any delays, failures, or deficiencies in the services resulting from Client's failure to meet its responsibilities under these T&C or any SOW. Any timelines or delivery estimates shall be extended on a day-for-day basis for delays attributable to Client, and such delays shall not entitle Client to any refund, fee reduction, or credit.

6. CONFIDENTIALITY AND NON-DISCLOSURE

6.1 Confidential Information. Each Party may disclose to the other certain non-public, confidential, or proprietary information, whether disclosed orally, electronically, or in writing ("Confidential Information"). Confidential Information includes, without limitation, business plans, financial information, customer and prospect data, product information, software, systems, workflows, pricing, strategies, methodologies, and the terms of these T&C and any SOW.

6.2 Obligations. Each receiving Party shall use the disclosing Party's Confidential Information solely for purposes of performing or receiving services under this Agreement, shall not disclose such Confidential Information to any third party except to employees, contractors, or advisors with a legitimate need to know who are bound by confidentiality obligations at least as protective as those set forth herein, and shall protect the Confidential Information using no less than reasonable care.

6.3 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was lawfully known to the receiving Party prior to disclosure; (c) is independently developed without reference to the disclosing Party's Confidential Information; or (d) is lawfully received from a third party without restriction on disclosure.

6.4 Compelled Disclosure. If a receiving Party is required by law or court order to disclose Confidential Information, it may do so provided that, to the extent legally permitted, it gives the disclosing Party prompt prior written notice and cooperates in seeking appropriate protective treatment.

6.5 Return or Destruction. Upon termination or expiration of this Agreement, the receiving Party shall, upon written request, promptly return or destroy the disclosing Party's Confidential Information, except for copies retained in accordance with standard backup or legal record-retention practices.

6.6 Survival. Confidentiality obligations survive termination or expiration of this Agreement for three (3) years, except with respect to trade secrets, which remain protected for as long as such information constitutes a trade secret under applicable law.

7. INTELLECTUAL PROPERTY, OWNERSHIP, AND LICENSE

7.1 Capitallyst Pro Intellectual Property. As between the Parties, Provider retains all right, title, and interest in and to all frameworks, playbooks, system architecture, methodologies, workflows, automations, templates, processes, documentation, designs, and improvements thereto, including without limitation the Trust Operating System (Trust OS) and all elements of the Capitallyst Pro platform and all work product developed in connection with the services (collectively, "Capitallyst Pro IP"), whether existing prior to or developed during performance of services.

7.2 License to Use. Subject to Client's compliance with all payment and commitment obligations set forth in the applicable SOW, Provider grants Client a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Capitallyst Pro IP solely for Client's internal business purposes during the term of the applicable SOW (the "License").

7.3 License Contingency. The License is expressly conditioned upon Client's satisfaction of all payment and commitment period obligations set forth in the applicable SOW. If Client fails to fulfill such obligations, the License shall automatically terminate and Client's right to access or operate any Capitallyst Pro IP shall immediately cease.

7.4 Buyout Option. In the event the License terminates due to Client's non-compliance and Client wishes to retain continued use of materials delivered, Client may request a one-time license buyout at Provider's sole discretion. The buyout fee shall be determined by Provider based on the scope and value of materials delivered and shall require a separate written agreement. Provider is under no obligation to approve or offer a buyout.

7.5 Restrictions. Client shall not, and shall not permit any third party to, copy, modify, reverse engineer, decompile, disassemble, create derivative works of, or otherwise attempt to extract or replicate any portion of the Capitallyst Pro IP, except to the extent expressly permitted by applicable law.

7.6 Client Data. Client retains ownership of its own data, including contact records, lead information, and other Client-provided data ("Client Data"). Provider shall process Client Data only for purposes of performing the services and shall not use Client Data for any other purpose except as permitted by this Agreement or required by law.

7.7 Feedback. Any suggestions, feedback, or recommendations provided by Client relating to the Capitallyst Pro platform or services may be used by Provider without restriction or obligation and shall not be deemed Confidential Information of Client.

8. NON-TRANSFERABILITY OF PROPRIETARY MATERIALS

8.1 Platform Dependency. Client acknowledges that services include access to proprietary workflows, automations, frameworks, methodologies, and system configurations owned by Provider ("Proprietary Materials") that are designed for use within the Capitallyst Pro platform. In the event Client elects to discontinue use of the platform or transition to a third-party system, Proprietary Materials shall not transfer with Client.

8.2 Client Data Export. Upon Client's written request, and subject to Client maintaining an active subscription and satisfying all outstanding payment obligations, Provider shall make Client Data available for export in a commercially reasonable format. Such export shall not include Proprietary Materials, workflows, automations, templates, frameworks, or system logic developed by Provider.

9. BUSINESS CONTINUITY AND PLATFORM PORTABILITY

9.1 Business Continuity Event. In the event Provider ceases operations, enters bankruptcy or insolvency proceedings, or otherwise becomes unable to continue providing services for reasons not caused by Client (a "Business Continuity Event"), Client's underlying platform account and Client Data shall not be rendered inaccessible solely as a result of such event. Client acknowledges that the Capitallyst Pro platform is built on the GoHighLevel infrastructure, which is designed to allow account portability independent of any single agency or service provider.

9.2 Account Portability. In connection with a Business Continuity Event, Client may elect to transfer its platform account to another GoHighLevel-authorized agency or operate the account independently, subject to GoHighLevel's then-current policies. Provider shall not unreasonably interfere with or restrict such transfer.

9.3 Limitations. Any proprietary workflows, automations, frameworks, templates, or methodologies owned by Provider shall remain subject to the intellectual property provisions of this Agreement and may not transfer absent Provider's prior written consent.

10. DATA PROTECTION AND PRIVACY

10.1 Third-Party Platform. Client acknowledges that the Capitallyst Pro platform operates using third-party infrastructure, including the GoHighLevel platform. Client's data protection and security controls with respect to the platform are governed in part by GoHighLevel's applicable data protection and privacy policies, as may be updated from time to time.

10.2 Data Security. Provider shall implement commercially reasonable administrative, technical, and organizational measures designed to protect Client Data against unauthorized access, disclosure, or misuse. Access to Client Data shall be limited to authorized Capitallyst Pro personnel assigned to Client's engagement on a minimum necessary and least-privilege basis.

10.3 Client Compliance. Client remains solely responsible for the lawfulness of Client Data, including obtaining all required consents, permissions, and notices for the collection, use, and processing of such data. Client shall indemnify and hold harmless Provider for any claims arising from Client's failure to comply with applicable data protection laws or regulations.

11. NON-SOLICITATION

During the term of any active SOW and for a period of twelve (12) months following termination or expiration of this Agreement, Client shall not, directly or indirectly, solicit, recruit, or hire any employee, contractor, or team member of Provider who was involved in performing the services, without Provider's prior written consent. A violation of this provision shall entitle Provider to liquidated damages equal to six (6) months of the applicable individual's compensation as a reasonable estimate of damages.

12. TERM AND TERMINATION

12.1 Term. This Agreement commences on the date Client first signs a Statement of Work or accepts these T&C and remains in effect until terminated pursuant to this Section. Each SOW shall specify its own start date, build timeline, commitment period, and renewal or termination provisions, which shall control for that engagement.

12.2 Termination for Convenience. Either Party may terminate this Agreement upon thirty (30) days prior written notice, provided that no SOW is then active. Termination rights and restrictions during an active SOW term shall be governed by the applicable SOW.

12.3 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and fails to remedy the breach within thirty (30) calendar days after receiving written notice specifying the breach, or becomes insolvent, makes a general assignment for the benefit of creditors, or has a receiver appointed.

12.4 Effect of Termination. Upon termination, Provider shall be entitled to payment for all services rendered through the termination date. Any outstanding balances shall be due and payable within fifteen (15) days of the termination date. Sections 6 (Confidentiality), 7 (Intellectual Property), 8 (Non-Transferability), 11 (Non-Solicitation), 14 (Limitation of Liability), 15 (Indemnification), and 17 (Governing Law) shall survive termination.

13. NO GUARANTEE OF RESULTS

Client acknowledges that Provider makes no guarantees regarding business outcomes, revenue results, sales volume, conversion rates, investor capital raised, leasing occupancy, or the decisions of any third party. Provider's obligation is to deliver services as described in each SOW. Client's results are dependent on factors outside Provider's control, including market conditions, Client's execution, and third-party decisions.

14. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITY, OR LOSS OF CAPITAL, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT AND ALL SOWS SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICES IS TO STOP USING THE SERVICES.

15. INDEMNIFICATION

Each Party shall defend, indemnify, and hold harmless the other Party and its officers, directors, employees, and contractors from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from: (a) the indemnifying Party's material breach of this Agreement; (b) the indemnifying Party's negligence or willful misconduct; or (c) the indemnifying Party's violation of applicable law. Client shall additionally indemnify Provider for any claims arising from Client Data, Client's marketing practices, and Client's regulatory compliance obligations.

16. DISPUTE RESOLUTION

In the event of any dispute arising out of or relating to this Agreement, the Parties shall first attempt to resolve the dispute through good-faith negotiation between senior representatives of each Party for a period of not less than fifteen (15) days following written notice of the dispute. If negotiation does not resolve the dispute, the Parties agree to submit the matter to non-binding mediation in Maricopa County, Arizona, before pursuing any other legal remedy. If mediation is unsuccessful, any legal action shall be brought exclusively in the state or federal courts located in Maricopa County, Arizona. Each Party shall bear its own costs of mediation unless otherwise agreed.

17. GOVERNING LAW AND VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict of laws principles. The Parties agree that any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Maricopa County, Arizona, and the Parties hereby consent to personal jurisdiction and venue therein.

ANY CAUSE OF ACTION OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE. OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY WAIVED AND BARRED.

18. SEC REGULATIONS AND COMPLIANCE

Capitallyst Pro provides tools, automations, and communication infrastructure for business development and trust-building purposes. Clients who are engaged in capital raising, securities offerings, or investor communications are solely responsible for ensuring that their use of the Capitallyst Pro platform complies with all applicable laws and regulations, including rules and guidelines set forth by the U.S. Securities and Exchange Commission (SEC). Provider expressly disclaims any liability for non-compliant actions, messaging, or content created or distributed by Client through the platform. Clients engaged in regulated activities are encouraged to seek independent legal counsel to ensure compliance with applicable securities laws and regulations.

19. COMMUNICATIONS AND OPT-OUT

By providing your contact information, you consent to receive communications from Capitallyst Pro, including SMS messages and emails related to account updates, service reminders, and promotional content. Message and data rates may apply for SMS communications.

SMS Opt-Out: You may opt out of SMS communications at any time by replying STOP to any message. After doing so, you will no longer receive SMS messages unless you re-subscribe.

Email Opt-Out: Each marketing email includes an unsubscribe link. You may opt out of future promotional emails at any time by clicking that link. Provider may still send non-promotional, transactional emails regarding your account or active services even after you opt out of marketing communications.

20. GENERAL PROVISIONS

20.1 Entire Agreement. These T&C, together with all executed SOWs and any written amendments, constitute the entire agreement between the Parties with respect to their subject matter and supersede all prior and contemporaneous agreements, understandings, negotiations, and representations, whether oral or written.

20.2 Amendments. No amendment or modification of these T&C shall be effective unless made in writing and signed by authorized representatives of both Parties, or posted by Provider with reasonable advance notice to Client.

20.3 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing. No waiver shall be deemed a continuing waiver or a waiver of any other provision.

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

20.5 Notices. All notices under this Agreement shall be in writing and delivered by email with confirmation of receipt, overnight courier, or certified mail, return receipt requested. Notices to Provider shall be directed to: [email protected].

20.6 Electronic Signatures. Electronic signatures, including those executed through DocuSign or similar platforms, shall be deemed valid and binding to the same extent as original signatures.

20.7 Force Majeure. Neither Party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, pandemic, government action, or internet or telecommunications failures, provided that the affected Party provides prompt written notice and uses commercially reasonable efforts to resume performance.

20.8 Assignment. Client shall not assign or delegate any rights or obligations under this Agreement without Provider's prior written consent. Any purported assignment in violation of this section shall be deemed null and void. Provider may freely assign or delegate its rights and obligations under this Agreement at any time.

20.9 No Agency. No agency, partnership, or joint venture is created between the Parties as a result of this Agreement. Client does not have any authority of any kind to bind Provider in any respect.

CONTACT INFORMATION

For all notices, questions, or communications relating to these Terms & Conditions, please contact:

Capitallyst Pro Inc.

3514 N Power Rd #115, Mesa, AZ 85215

Email: [email protected]

Phone: +1 623-624-1190