Streamline. Unify. Scale.
Breakthrough Advancement LLC · An Arizona limited liability company, also doing business as BreakTruVerify
One South Church Ave, Suite 1200, Tucson, AZ 85701
Executable agreement
THIS MASTER SERVICE AGREEMENT, TOGETHER WITH OUR PRIVACY POLICY, TERMS OF SERVICE, ANY ADDITIONAL POLICIES AND FUTURE MODIFICATIONS, AND ANY APPLICABLE ORDER FORM OR SCOPE OF WORK (COLLECTIVELY, THE “AGREEMENT”) GOVERNS YOUR ACCESS, EVALUATION, OR YOUR ACQUISITION AND USE OF OUR SERVICES. PLEASE READ CAREFULLY BEFORE ACCEPTING.
This Agreement is entered into between Breakthrough Advancement LLC, an Arizona Limited Liability Company, also doing business as BreakTruVerify (“BA,” “we,” “us,” or “our”), and the business entity or individual identified in the applicable Order Form or Scope of Work (“Client,” “you,” or “your”).
1. Definitions
“Defect” means any failure of a Deliverable to materially conform to its written specifications as set out in the applicable Order Form, SOW, or service-package description, exclusive of the carve-outs described in Section 2.6.
“Agreement” means the applicable Order Form, Scope of Work, this Master Service Agreement, the Privacy Policy, any additional policies, and future modifications and all materials referred to herein.
“Augmented Data” means information you submit to us to update, enhance, or augment such data to verify or correct through the use of our database, public sources, and/or through third-party service providers.
“Business Hours” means Monday through Friday, 8:00 AM to 5:00 PM Mountain Standard/Daylight Time, excluding federal holidays.
“Consulting Services” means the professional services available to you, subject to applicable fees, which may include strategic development, Zoho products, SaaS, sales and business consulting, training services, software configuration, software development, integration, or any other consulting services.
“Confidential Information” means all non-public, confidential, or proprietary information that one party or its representatives make available (“Disclosing Party”) to the other party (“Receiving Party”) in connection with this Agreement. Confidential Information includes, without limitation, the terms of this Agreement, Order Form, Scope of Work, technical data, programs, code, trade secrets, marketing strategies, software, documentation, business information, as well as information related to the past, present, and future plans, ideas, business strategies, customers, and suppliers of each party and its affiliates, as the case may be. Information already known to the Receiving Party prior to receipt from the Disclosing Party, or information that is or becomes public knowledge through no fault of the Receiving Party, is not considered Confidential Information.
“Documentation” means works of authorship that we make generally available for the Client to use with the Services, comprising either: (a) instructions for software use; (b) description of the software’s operational and/or design characteristics; (c) project plan and/or implementation instructions; (d) training plan and/or supplemental materials; or (e) service update reports and/or meeting agendas.
“Free Services” means subscription services or other products and features made available to you on a free trial basis. Free Services exclude Purchased Services.
“Intellectual Property” means all algorithms, application programming interfaces (APIs), concepts, Confidential Information, data, databases and data collections, designs, diagrams, documentation, drawings, flow charts, ideas and inventions (whether or not patentable or reduced to practice), know-how, materials, marketing and development plans, marks (including brand names, product names, logos, and slogans), methods, models, architectures, procedures, processes, protocols, software code (in any form including source code and executable or object code), uniform resource identifiers including uniform resource locators (URLs), user interfaces, websites, specifications, subroutines, techniques, works of authorship, and other forms of technology.
“Intellectual Property Rights” means all present and future rights of the following types that may exist or be created under the laws of any jurisdiction in the world: (a) rights associated with works of authorship, including exclusive exploitation rights, copyrights, moral rights, and mask work rights; (b) trademark and trade name rights and similar rights; (c) trade secret rights; (d) patent and industrial property rights; (e) other proprietary rights in Intellectual Property of every kind and nature; and (f) rights in or relating to registrations, renewals, extensions, combinations, divisions, and reissues of, and applications for, any of the rights referred to in clauses (a) through (e) of this sentence.
“Marks” means any trademark, service mark, or trade name of a party.
“Order, Order Form, or Scope of Work (SOW)” means an online or written ordering document that includes your contact information, subscription tier, term, package details, project deliverables, activated products, and similar information, as applicable.
“Purchased Services” means subscription services or other products and features made available for purchase. Purchased Services exclude Free Services.
“Services or Solutions” means the products and services that are available to you, ordered by you under an Order Form, or provided to you under Free Services. Services exclude third-party applications or services not developed by or fulfilled by us.
“Your Data” means electronic data and information submitted to our Services by you or on your behalf.
“User” means any individual or legal entity accepting this Agreement or who is authorized by you to use Services. Users may include you, your employees, consultants, contractors, and your customers.
1.13 BA Authorized Domains
Breakthrough Advancement LLC operates and conducts business under the following authorized domains: breakthroughadvancement.com (primary), breakthruadv.com, breakthruadvancement.com, and brkthruadv.com. Any communication, invoice, notice, or other written instrument issued by BA from any of these domains, including email addresses such as consultations@, legal@, and accounting@ at any of those domains, or any communication issued by one of BA's authorized representatives from any such domain, is deemed to be an authorized communication from Breakthrough Advancement LLC for all purposes under this Agreement. Client agrees not to assert that any otherwise valid BA communication is invalid solely because it was issued from one of these alternate authorized domains rather than the primary domain.
2. Services and our responsibility
2.1 Provision of Purchased Services.
Subject to this Agreement or any applicable Order Form or SOW, we will provide you with the level of support described in the purchased service and use commercially reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a week, unless otherwise stated, except for: (a) scheduled maintenance; (b) force majeure events, including an act of God, act of government, flood, fire, earthquake, civil unrest, war, terrorism, service provider failure, pandemic, epidemic, or denial of service attack; or (c) your acts or omissions.
2.2 Subscription Upgrades and Downgrades.
Detailed information on available tiers of subscription and what is included in each subscription is found on our website at www.breakthroughadvancement.com. You may upgrade your subscription tier at any time. Downgrade requests will only be effective at the end of the then-current 90-day minimum commitment period.
2.3 Administrative Support Subscriptions and Monthly Hour Allocations.
Monthly subscription tiers (Startup Companion, Expert Guide, and Systems Master) include a fixed monthly hour allocation as specified in the applicable Order Form. Monthly subscription hours are provided as a monthly allocation. Unused hours in any given billing month do not roll over to subsequent billing periods and are forfeited at month-end without credit or refund. Hours may be applied to any eligible activity as described in the applicable service tier documentation or Order Form. Minimum Commitment: All subscription tiers require a minimum ninety (90)-day commitment from the subscription commencement date. Cancellation requests submitted before the 90-day minimum is satisfied will take effect at the end of the 90-day minimum period, not the then-current monthly billing term. After the initial 90-day period, subscriptions may be cancelled with 30 days’ written notice, effective at the end of the then-current billing term.
2.4 Advanced Solutions Subscriptions.
Advanced Solutions subscription tiers (Blueprint Design, Master Builder, and Systems Architect) are available for organizations requiring custom development capacity, including advanced automation, custom business logic, API integrations, and enterprise-grade Zoho CRM customization. Monthly hours under Advanced Solutions subscriptions do not roll over and are forfeited at month-end without credit or refund. Minimum Commitment: Consistent with Section 2.3, all Advanced Solutions subscriptions require a minimum ninety (90)-day commitment from the subscription commencement date. Cancellation requests submitted before the 90-day minimum is satisfied will take effect at the end of the 90-day minimum period. After the initial 90-day period, subscriptions may be cancelled with 30 days’ written notice, effective at the end of the then-current billing term.
2.5 Free Services.
You may register for Free Services subject to the terms of this Agreement until the earlier of: (a) the end of the free trial period; (b) the start date of any Purchased Services; or (c) termination by us in our sole discretion without prior notice. You agree that we will not be liable to you or any third party for any damages arising from using the Free Services or terminating free access to our Services. Except as required by law, you are solely responsible to export your data from Free Services prior to termination. We will not be responsible for any data you have entered or any customizations made to the Services by or for you unless you purchase a service.
2.6 Service Packages and Fixed Scope of Work.
You may purchase available service packages with a predetermined scope of work subject to this Agreement. This scope of work is fixed and project deliverables cannot be adjusted after purchase of the service. Making adjustments to the scope of work is subject to applicable fees. Defect Reporting and Cure. Once completed work has been delivered to you, you have ten (10) business days from receipt to identify any Defects (as defined in Section 1) in writing. We will use commercially reasonable efforts to cure a reported Defect within ten (10) business days of receipt of the report. If a Defect cannot reasonably be cured within that period, we will, before the period expires, notify you in writing of the cause and a reasonable revised cure date. Cure of a Defect under this Section is at no additional cost to you, so long as the Defect was caused by an error made by us. Carve-Outs. The cure obligation in this Section does not apply, and any time spent will be billed at the applicable rates in this Agreement, where the issue was caused by: (i) changes, updates, or outages of third-party platforms, servers, themes, APIs, or Zoho services; (ii) changes, configurations, or actions made by you, your personnel, or your other vendors; or (iii) lapses in third-party licenses or subscriptions (which are not our responsibility). Zoho CRM Scope Limitation. Unless the applicable Order Form or SOW expressly states otherwise, all BA implementation packages are scoped exclusively to Zoho CRM configuration and setup. Setup of other Zoho applications (including Zoho Books, Zoho Desk, Zoho Inventory, and Zoho Projects) is excluded, even if such applications are included in a Zoho One subscription. Custom CRM development features (including Blueprints, Canvas, Custom Functions, Signals, and API/Webhooks) are available only through Custom Project Work (Section 2.7) or Advanced Solutions subscriptions (Section 2.4), as specified in the applicable Order Form or SOW.
2.7 Hourly Fees, Additional Support, and Custom Project Work
(a) Standard Hourly Rate. The standard rate for all hourly work performed under this Agreement is $195 per hour, regardless of service type or subscription tier, unless a different rate is expressly stated in the applicable Order Form or SOW. All hourly work is subject to the most current posted rate and may be updated with 30 days’ written notice to active clients. You have the right to indicate your hourly maximum prior to incurring hourly fees. This maximum will be honored by suspending additional support until the renewal of the next period or until you approve additional hourly work. Time is tracked in 15-minute increments.
(b) Hour Blocks and Custom Project Work. Hours are sold in 5-hour blocks at the standard rate of $195 per hour ($975 per 5-hour block). The minimum engagement is one (1) 5-hour block. The maximum single purchase is 250 hours. See Section 4.1(d) for payment terms applicable to all fixed-bid and custom project work. See Section 2.11 for hour block expiration terms.
(c) After-Hours Premium. Work performed outside Business Hours (as defined in Section 1) due to a client-requested emergency or special request is billed at a 1.25× consumption rate, meaning 1.25 hours are deducted from the applicable hour block per actual hour of work performed.
(d) Rush Fees. Rush requests (deadline acceleration beyond the standard project timeline) are billed at $500 per calendar day of deadline advancement, as pre-authorized by Client in the applicable Order Form or SOW.
2.8 Performance of Services.
The manner in which the Services are to be performed shall be determined solely by us; provided, however, that we will perform such Services in a diligent and workmanlike manner and in accordance with industry standards and the agreed-upon schedule, if any.
2.9 Timeline.
Any desired deliverable dates must be agreed upon prior to the start of service and are void if any of the following conditions occur: (i) we do not receive necessary information from you (or agents and/or contractors acting upon your behalf) on an agreed-upon time frame; (ii) the platforms we are working on have bugs, downtime, or extenuating circumstances outside of our control; and/or (iii) you do not meet payment due dates on invoices, or retainer balances reach $0, if any.
2.10 Artificial Intelligence (AI) Disclosure.
BA may use AI-assisted tools (including generative AI platforms) to support the drafting, analysis, and production of deliverables, content, documentation, or recommendations provided to Client under this Agreement. All AI-assisted output is reviewed by a qualified BA professional before delivery or publication. BA does not guarantee the accuracy of AI-assisted content and recommends that Client independently verify any AI-assisted deliverables that are material to Client’s business decisions. Client acknowledges and consents to BA’s use of AI-assisted tools as described in this Section.
2.11 Hour Block Expiration Policy
All purchased hour blocks under Section 2.7(b) are subject to expiration. Blocks of 50 hours or fewer expire six (6) months from the purchase date. Blocks exceeding 50 hours expire twelve (12) months from the purchase date. Expired hours are forfeited without refund or credit. BA will make reasonable efforts to notify Client at least 30 days before the applicable expiration date.
3. Your use of services
3.1 Acceptable Use
You will comply with our Terms of Service and Privacy Policy. These Terms of Service apply to website visitors and non-MSA purchasers only. For all signed B2B engagements governed by this Master Service Agreement, this Agreement controls. In the event of any conflict between this Agreement and the website Terms of Service, this Agreement governs.
3.2 Usage Restrictions.
You will comply with all applicable federal, state, provincial, and local laws, rules, regulations, and ordinances with respect to the performance of any of your obligations under this Agreement. You will not: (a) modify, copy, or create derivative works based on the Services or any part thereof; (b) reverse engineer, disassemble, or decompile any of our Services or any part of them; (c) use or launch any automated system, including “robots,” “crawlers,” “spiders,” or “offline readers”; (d) use the Services in any manner that damages, disables, overburdens, or impairs any of our websites or interferes with any other party’s use of the Services; (e) attempt to gain unauthorized access to the Services; or (f) access the Services other than through our authorized interface.
3.3 Your Responsibility.
You will be responsible for: (a) Users’ compliance with this Agreement, Documentation, and Order Form(s); (b) the accuracy, quality, and legality of Your Data and your use of Your Data with our Services; and (c) using commercially reasonable efforts to prevent unauthorized access to and use of Services and notifying us promptly of any such unauthorized access.
3.4 Third-Party Sites and Products.
We or third parties may make Solutions available through our website or otherwise.
We may share information about you with these third-party providers for enhanced user experience and/or customization. Third-party products and services are not under our control. We do not endorse, warrant, guarantee the continued availability of, or support any third-party products or services. Any acquisition of third-party products or services, and any exchange of data between you and any applicable third party, is solely between you and that third party.
3.5 Geographic Restriction — California.
BA’s services are intended exclusively for businesses whose principal place of business is located outside the State of California. By executing an Order Form or SOW with BA, Client represents and warrants that its principal place of business is not located in the State of California. BA reserves the right to decline, suspend, or terminate services for any Client whose principal place of business is or becomes located in California. Nothing in this Section creates liability for BA for services provided in good-faith reliance on Client’s representation.
3.6 Zoho Partner-of-Record; Single-Partner Engagement
(a) Partner-of-Record Designation. Because Breakthrough Advancement LLC ("BA") is an Authorized Zoho Partner and a portion of BA's compensation under this Agreement is earned in the form of Zoho partner commissions and partner benefits tied to BA's designation as the partner of record on Client's Zoho account(s), Client agrees, during the Term of this Agreement, to: (i) designate and maintain BA as the Authorized Zoho Partner of record on each Zoho account that is within the scope of this Agreement or any Order Form or SOW executed hereunder (each, a "Covered Zoho Account"); (ii) promptly complete, sign, and submit any partner-association request, partner-mapping form, or similar instrument that Zoho requires (or that BA reasonably requests) to establish or maintain BA's designation; and (iii) refrain from reassigning, replacing, or removing the partner-of-record designation, or from voluntarily de-mapping BA from any Covered Zoho Account, during the Term, except in accordance with subsection (c) below.
(b) Single-Partner Engagement. Unless otherwise expressly agreed in a writing signed by both parties, BA will serve as Client's sole and exclusive Zoho implementation, configuration, customization, integration, and consulting partner for each Covered Zoho Account during the Term. Client will not engage, retain, authorize, or knowingly permit any other Zoho partner, consultant, contractor, developer, freelancer, agency, or third-party provider (each an "Additional Provider") to configure, customize, develop within, integrate with, administer, or otherwise modify any Covered Zoho Account during the Term, without first satisfying the notice and acknowledgment process in subsection (c). For clarity, this Section does not restrict (i) Client's own employees performing routine end-user administration of Client's Zoho instance within normal user-permission scope, or (ii) Client's use of vendors or tools outside the Covered Zoho Accounts and unrelated to Zoho configuration work.
(c) Notice and Acknowledgment Process. Before (i) reassigning the partner-of-record designation on any Covered Zoho Account, (ii) engaging an Additional Provider to work in a Covered Zoho Account, or (iii) otherwise replacing BA as the implementation or consulting partner, Client will provide BA with at least thirty (30) days' prior written notice describing the proposed change, the identity of the Additional Provider or successor partner (if applicable), and the intended scope of their work. BA will respond in writing within ten (10) business days indicating whether BA acknowledges the change, requests modifications, or declines to coexist. BA's acknowledgment will not be unreasonably withheld where the Additional Provider's scope does not materially overlap with BA's active work and does not jeopardize BA's partner-of-record status.
(d) Partner-of-Record Adjustment Fee. If, during the Term, Client (i) reassigns the Zoho partner-of-record designation away from BA on any Covered Zoho Account, (ii) engages an Additional Provider in a Covered Zoho Account without completing the process in subsection (c), or (iii) takes any other action that causes BA to lose its Zoho partner commission entitlement or partner benefits attributable to a Covered Zoho Account, Client will pay BA a Partner-of-Record Adjustment Fee equal to the greater of: (1) Two thousand five hundred U.S. dollars ($2,500) per Covered Zoho Account affected; or (2) The product of (A) twelve (12) and (B) BA's average monthly Zoho partner commission attributable to that Covered Zoho Account, calculated based on the trailing three (3) full calendar months immediately preceding the triggering event (or, if fewer than three months have elapsed, the monthly average since the partner-of-record designation became effective). The parties acknowledge that BA's actual damages from the loss of partner-of-record status — including lost partner commissions over the customary commission-vesting horizon, lost partner-tier credit, lost case-study and co-marketing eligibility, and the cost of replacement business development — are difficult to determine with precision at the time of contracting, and the parties agree that the Adjustment Fee is a reasonable estimate of those damages and is not a penalty. The Adjustment Fee is in addition to, and not in lieu of, (x) any unpaid fees, expenses, or non-cancelable subscription minimums owed under this Agreement or any Order Form or SOW, and (y) any other remedy available to BA at law or in equity (other than duplicative recovery of the same loss).
(e) Coexistence Surcharge. If BA agrees in writing under subsection (c) to perform Services in a Covered Zoho Account during a period in which one or more Additional Providers are concurrently performing work within the same Covered Zoho Account, BA's standard hourly rates set forth in Section 4 will be increased by twenty-five percent (25%) for all hours worked by BA during the coexistence period, and BA may, at its discretion, require a written change order documenting the coexistence scope, the parties' respective responsibilities, and any reallocation of risk. The coexistence surcharge compensates BA for the additional coordination, conflict-resolution, change-control, version-control, and remediation overhead associated with multi-party work in a single Zoho environment.
(f) Carve-Out for BA Default. Subsections (d) and (e) will not apply if (i) Client terminates this Agreement for BA's uncured material breach in accordance with Section 10.2, (ii) BA voluntarily resigns from its partner-of-record designation, or (iii) BA's partner-of-record status terminates by operation of Zoho's partner program rules through no fault of Client.
(g) Survival of Commission Entitlement. BA's right to receive any Zoho partner commission or benefit that accrued before the termination or modification of BA's partner-of-record designation survives the change and is not waived by Client's compliance with subsections (c) or (d).
3.7 Recording, Transcription & AI Meeting Notetakers
(a) Mutual Disclosure. Either Party intending to use an AI notetaker, transcription bot, recording tool, or meeting-assistant service ("Notetaker Tool") during any meeting under this Agreement shall (i) announce its presence at or before the start of the meeting, (ii) identify the vendor name on request, and (iii) honor any participant’s objection by disabling the tool before substantive Confidential Information is discussed.
(b) Multi-State Consent Compliance. Where any meeting participant is physically located in a two-party / all-party consent jurisdiction (including but not limited to California, Connecticut, Delaware, Florida, Illinois, Maryland, Massachusetts, Michigan, Montana, Nevada, New Hampshire, Oregon, Pennsylvania, Vermont, and Washington), no recording or AI transcription shall commence without affirmative, on-the-record consent from all participants. Each Party is responsible for obtaining consent from its own personnel and invitees.
(c) Illinois BIPA Carveout. Where any participant is physically located in the State of Illinois, neither Party shall permit a Notetaker Tool that generates biometric voiceprints (including but not limited to speaker-identification or voice-recognition features) to capture that participant’s voice without written biometric-data consent compliant with the Illinois Biometric Information Privacy Act, 740 ILCS 14. Either Party may unilaterally require the Notetaker Tool to be disabled for the duration of any meeting with Illinois participants.
(d) Approved Vendor Tier. Each Party may use any reputable enterprise-tier or paid business-tier Notetaker Tool whose contractual terms (i) prohibit the vendor from using meeting content to train, retrain, or fine-tune generative AI models, and (ii) restrict vendor sub-processors from doing the same. Consumer free-tier tools (including without limitation free-tier Otter, Fathom Free, Fireflies Free, and similar) are prohibited for any meeting involving the other Party’s Confidential Information. For the avoidance of doubt, Fireflies.ai Business and Enterprise plans, Otter Business, Fathom Team and Enterprise, Zoom AI Companion, Google Meet (Workspace), and Microsoft 365 Copilot are deemed compliant with this Subsection (d) as of the Effective Date, subject to vendor terms in effect at the time of use.
(e) Transcripts as Confidential Information. All recordings, transcripts, summaries, action-item extracts, and AI-generated artifacts of meetings between the Parties ("Meeting Artifacts") constitute Confidential Information under Section 6 of this Agreement and are subject to the same handling, access-control, and destruction obligations.
(f) No Model Training. Neither Party shall use, nor permit a Notetaker Tool vendor or any sub-processor to use, Meeting Artifacts for AI model training, fine-tuning, dataset creation, benchmarking, or product improvement, without the other Party’s prior written consent. This obligation survives termination of this Agreement indefinitely with respect to Meeting Artifacts generated during the term.
(g) Retention. Meeting Artifacts shall be retained no longer than eighteen (18) months after the conclusion of the engagement to which they relate, unless (i) a longer retention is required by law, (ii) the Parties agree in writing to a longer period, or (iii) the Meeting Artifact is reasonably necessary to a pending or threatened legal proceeding. On expiration of the retention period or written request from the other Party (whichever is earlier), Meeting Artifacts shall be deleted from the holding Party’s primary storage and from the Notetaker Tool vendor’s storage to the extent vendor terms permit.
(h) Sub-Processor Status. Where Meeting Artifacts include Personal Data (as defined in the DPA Exhibit), the Notetaker Tool vendor is deemed a sub-processor under the DPA Exhibit and subject to its terms.
(i) Acceptable Use Policy Cross-Reference. Use of any AI tool (including Notetaker Tools, generative-AI assistants, code-generation tools, and other AI-enabled software) in connection with this Agreement is also subject to BA’s then-current AI Tools Acceptable Use Policy, published at AI Tools Acceptable Use Policy and incorporated into this Agreement by reference. In the event of a direct conflict between this Section 3.7 and the AI Tools Acceptable Use Policy, this Section 3.7 controls as to the subject matter expressly addressed herein (notice, multi-state consent, BIPA carveouts, approved vendor tier, no model training, retention, and sub-processor status); the AI Tools Acceptable Use Policy controls as to all other AI-tool-use matters not expressly addressed in this Section.
4. Fees and payment
4.1 Fees.
(a) Subscription. Unless otherwise provided in the applicable Order Form: (i) the subscription fee will remain fixed during the initial 90-day minimum commitment period and thereafter during each renewal term; and (ii) subscriptions can be upgraded at any time. Monthly subscription hours are provided as a monthly allocation. Unused hours in any given billing month do not roll over to subsequent billing periods and are forfeited at month-end without credit or refund.
(b) Onboarding Fee. A one-time setup fee may be required for certain subscription services (“Onboarding Fee”). The Onboarding Fee is mandatory, subject to the level of subscription or the size of the account, and is non-refundable. The Onboarding Fee is applicable only when starting a new subscription service not previously purchased by Client, so long as the last service date was not more than 18 months from the new service start date.
(c) Products. Certain Solutions require a certain level of active subscription tier. Fees for Solutions may vary or depend on a certain subscription tier. You agree to promptly pay on demand all amounts due and payable for each product and/or service. Activated products or services are billed for a full period as specified.
(d) Implementation Packages, Fixed-Bid Projects, and Custom Project Work. The following payment terms apply uniformly to all one-time project engagements, regardless of whether they are structured as an implementation package, a fixed-bid project, or custom project work: (i) Projects priced at or below $1,500 require payment in full before BA commences any work. (ii) Projects priced above $1,500 require a 60% deposit at project kickoff and the remaining 40% balance due upon completion (go-live or final delivery), as specified in the applicable Order Form or SOW. BA will not begin work until the applicable deposit or full payment has been received. Project milestones, where included in the SOW, are progress reference checkpoints only and do not alter or defer the payment obligations set forth in this Section. Rush fees, where applicable, are billed separately as incurred per Section 2.7.
(e) Bundled Services. Where BA offers bundled service packages, the terms and pricing applicable to each component are as set forth in the applicable Order Form or SOW.
4.2 Invoicing and Payment.
All amounts invoiced are due and payable immediately, unless otherwise provided in the applicable Order Form or SOW. You are responsible for providing complete and accurate billing and contact information to us and notifying us of any changes to such information.
4.3 Payment Method.
You will pay all fees via credit card or by another payment type specified in the applicable Order Form. You may be required to use a credit card transaction in order to activate some products and services immediately on demand. If you are making payments via credit card, you authorize us to use a third party to process payments and consent to the disclosure of your payment information to such third party.
(a) Accepted Payment Methods. Without limiting the foregoing, BA's currently accepted payment methods include: (i) ACH or domestic wire transfer to BA's JPMorgan Chase account (preferred for invoices exceeding $1,500); (ii) Zelle (handle stated on the applicable BA invoice); (iii) Wise (international and multi-currency); and (iv) credit card processed through BA's third-party payment processor. Current bank-account and remittance details are stated on each BA invoice. BA may add, remove, or modify accepted payment methods from time to time by updating its invoice template and providing reasonable notice to Client.
(b) Discontinued Methods. BA no longer accepts PayPal as a payment method. Any Client previously authorized to remit via PayPal must transition to a method listed in subsection (a).
(c) Wire/ACH Reference. Client will include the BA invoice number on any wire, ACH, or Zelle remittance to enable prompt application of payment. Payments received without a reference may be held in suspense until BA can identify the applicable invoice.
(d) Referral Credits. Service credits awarded under the BA Referral & Client Rewards Program, when applied in accordance with that program's then-current terms, will be applied as a line-item reduction on the applicable invoice. Credits have no cash value and are subject to the program terms published at Referral & Client Rewards Program.
4.5 Payment Dispute.
You will notify us immediately if there is any issue with your invoice.
We will not suspend the Services while you are disputing applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
4.6 Fee Increase.
Pricing for any fee during any renewal term may increase up to 8% above the applicable pricing in the prior term, unless we provide you notice of different pricing at least 30 days prior to the applicable renewal term. Rate changes will be communicated to active clients by written notice at least 30 days before they take effect.
4.7 Late Payment, Suspension & Collection
(a) Due Date and Grace. All invoices are due upon receipt unless a different due date is stated on the invoice or in the applicable Order Form. Client shall have a fifteen (15) day grace period from the invoice date (the "Grace Period") within which payment must be received by BA.
(b) Late Fee. Any amount not paid within the Grace Period shall accrue a late charge at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law (including A.R.S. § 44-1201), calculated on the unpaid balance from the day immediately following the Grace Period defined in Section 4.7(a) until paid in full. Pursuant to A.R.S. § 44-1201(A), the parties expressly agree to this contractual interest rate, which supersedes the statutory default rate.
(c) Suspension of Services. If any invoice remains unpaid more than thirty (30) days past the invoice date, BA may, in its sole discretion and upon five (5) business days' written notice to Client, suspend all Services (including subscription Services, custom development, support tickets, and account access) until all past-due amounts (including accrued late fees) are paid in full. BA shall have no liability to Client for any damages, lost revenue, missed deadlines, or business disruption arising from a suspension lawfully invoked under this Subsection. Suspension does not relieve Client of its obligation to pay accrued and accruing fees for the suspension period for subscription Services.
(d) Non-Disputed Portions Due Regardless. Where Client disputes one or more line items on an invoice in good faith, Client shall: (i) provide BA with written notice of the disputed items within ten (10) business days of the invoice date, identifying each disputed item and the specific basis for the dispute; and (ii) pay all undisputed portions of the invoice within the Grace Period. The pendency of a dispute as to particular line items does not excuse, defer, or offset payment of undisputed amounts, and late fees under Subsection (b) shall continue to accrue on the undisputed portion. Failure to timely identify a disputed item in writing as required by this Subsection constitutes a waiver of the dispute and an acknowledgment that the full invoiced amount is due and owing.
(e) Costs of Collection. In addition to the unpaid principal and accrued late fees, Client shall be liable for and shall pay to BA, on demand, all costs and expenses BA reasonably incurs in collecting any past-due amount, including without limitation: (i) collection-agency contingency fees, which typically range from twenty-two percent (22%) to fifty percent (50%) of the amount recovered on aged commercial debt; (ii) reasonable attorneys' fees and court costs, whether or not suit is filed, pursuant to A.R.S. § 12-341.01; (iii) expert witness fees; and (iv) skip-tracing, asset-search, post-judgment-discovery, and other commercially reasonable enforcement costs. These costs of collection are in addition to, and not in lieu of, any other remedy available to BA at law or in equity.
(f) Acknowledgment of Debt; Tolling. Client acknowledges that any written communication from Client to BA that recognizes, references, or makes a partial payment toward an outstanding invoice constitutes a written acknowledgment of the debt that may, under applicable law, restart or toll the statute of limitations for collection of that debt.
(g) Choice of Venue for Collection Actions. Notwithstanding any other venue provision in this Agreement, BA may, at its sole election, commence a collection action in (i) Pima County, Arizona, or (ii) the state and county where Client's principal place of business is located, or (iii) any other court of competent jurisdiction over Client or Client's assets. Client expressly consents to jurisdiction and venue in any of the foregoing for any action arising out of or relating to non-payment.
(h) Settlement Offers; Lapse. Any offer by BA to accept less than the full amount due (whether labeled "settlement", "good-faith reduction", "courtesy discount", or similar) is conditional on the conditions stated in the offer (including any deadline) and is automatically and irrevocably withdrawn upon: (i) the expiration of the deadline stated in the offer; (ii) Client's failure to accept the offer in writing within fourteen (14) days if no deadline is stated; or (iii) BA's referral of the account to a collection agency or to counsel for litigation. After lapse, the full original balance plus accrued late fees and costs of collection becomes due and may be pursued without regard to any prior offer.
(i) No Waiver. BA's acceptance of a late payment, partial payment, or a payment marked "payment in full" on a disputed amount does not constitute a waiver of BA's right to pursue the unpaid balance, late fees, or costs of collection. The doctrine of accord-and-satisfaction shall not apply unless BA expressly accepts the payment as accord-and-satisfaction in a writing signed by BA's authorized representative.
5. Term and termination
5.1 Term and Renewal.
This Agreement commences on the date you first accept it and continues as specified in the applicable Order Form or Solutions documentation. Minimum Commitment: All subscription tiers (Administrative Support and Advanced Solutions) require a minimum ninety (90)-day commitment from the subscription commencement date, unless a longer minimum is specified in the applicable Order Form. Cancellation requests submitted before the 90-day minimum is satisfied will take effect at the end of the 90-day minimum period, not the then-current monthly billing term. After the initial 90-day minimum period has been satisfied, subscriptions will automatically renew on a monthly basis unless either party gives the other written notice of non-renewal at least 30 days before the end of the then-current renewal term. If you have purchased Solutions during the subscription term, fees for those Solutions will be on a monthly basis (or annually, as the case may be), unless otherwise indicated in your Order Form. If a subscription is not renewed, any activated Solutions will be invoiced for their full period. Except as stated in the applicable Order Form, renewal of promotional or one-time priced subscriptions will be at our applicable list price in effect at the time of renewal.
5.2 Service Cancellations and Refunds.
Purchased services may be cancelled at any time prior to the start date of service delivery as stated in the Order Form, SOW, or otherwise agreed upon with the Client. You may request a full refund of any payment submitted for the service, unless stated otherwise, prior to the service delivery start date. In the case of subscription services, the cancellation must be submitted in writing before the end of the applicable minimum commitment or renewal term. The subscription term will end on the expiration date and the subscription cannot be cancelled early. All fees are non-refundable after service delivery has commenced. If you terminate this Agreement during the term, you agree to pay any outstanding fees due and payable for the remainder of the term. We are not liable for the cancellations or refunds of third-party services.
5.3 Termination and Suspension.
Either party may terminate this Agreement for cause upon 30 days’ written notice of a material breach if such breach remains uncured at the expiration of such period. We may terminate this Agreement for cause: (a) upon fifteen (15) days’ written notice to you of non-payment of any amount due to us, if such amount remains unpaid at the expiration of such period; (b) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors; or (c) immediately, if Client or any User violates the Terms of Service or applicable local, state, federal, or foreign laws or regulations. While any payment is delinquent, subject to our reasonable and sufficient notice: (a) any unpaid fees will incur late fees; and (b) we may terminate or suspend your and/or User’s access.
5.4 Effects of Termination.
Upon expiration or termination of this Agreement for any reason: (a) your right to use or access the Services shall cease and we have no further obligation to make the Services available to you; (b) all rights and licenses granted to you shall cease; and (c) any amounts owed to us under this Agreement shall be immediately due and payable.
5.5 Return of Property and Data.
Upon expiry or termination of this Agreement, you may request within 30 days to export or download Your Data. After the 30-day period, we hold no obligation to maintain or provide any of Your Data and will delete or destroy all of Your Data in our systems or otherwise in our possession, unless legally prohibited. We will not sell, transfer, or disclose Your Data to any third party following termination except as required by applicable law.
6. Proprietary rights and licenses
6.1 Proprietary Rights.
All our Services are protected by intellectual property laws, belong to and are the property of us or our licensors (if any), and we retain all ownership rights to them. You agree not to copy, rent, lease, sell, distribute, or create derivative works from the Services or use them in a manner contrary to this Agreement. You have the right to access and use the Services subject to the terms of this Agreement.
6.2 Your Rights; Your Data.
You own and retain all rights to Your Data.
You grant us and our applicable third-party service providers the right to use Your Data as necessary to provide the Services to you and as permitted by this Agreement and our Privacy Policy. If you are using the Services on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so. Subject to the limited licenses granted herein, we acquire no right, title, or interest from you or your licensors under this Agreement.
6.3 License to Use Feedback.
You grant us a perpetual, royalty-free, worldwide license to use and incorporate into our Services any comments, suggestions, enhancements, recommendations, corrections, or other feedback provided by you or Users, without any payment or attribution.
6.4 Augmented Data.
If we make Augmented Data available to you, you may use Augmented Data during your Purchased Subscription period only, or as determined by the Order Form or SOW. We will make Augmented Data based on Your Data and it will only be made available to you.
7. Legal terms
7.1 CONFIDENTIALITY.
During the term of this Agreement and following its expiration or termination, all Confidential Information related to or obtained from either party shall be held in confidence by the Receiving Party to the same extent and in at least the same manner as such party holds its own confidential information. The Receiving Party will not use Confidential Information for any purpose outside the scope of this Agreement. The Receiving Party will limit access to Confidential Information to its employees, contractors, advisors, and agents who need access for purposes consistent with this Agreement. The Receiving Party will not disclose Confidential Information to any third party without prior written consent of the Disclosing Party. Upon notice to the Disclosing Party, the Receiving Party may disclose Confidential Information to the extent compelled by applicable law. The obligations of confidentiality shall survive the termination or expiry of this Agreement.
7.2 PUBLICITY AND CLIENT REFERENCES.
Subject to Client’s prior written approval (which shall not be unreasonably withheld), BA may add Client’s name and logo to its client list and reference materials, including its website and marketing media. BA will present a draft of any specific case study, testimonial, or detailed reference to Client for review where reasonably practicable, and Client approval is appreciated but not required for general client list publication. All detailed marketing materials referencing Client’s specific project, results, or feedback are governed by the separate Consent and Release Form executed by the parties, which is hereby incorporated by reference and controls in the event of any conflict with this Section 7.2.
7.3 NON-SOLICITATION.
During the term of this Agreement and for a period of twelve (12) months following the expiration or termination of this Agreement, neither party shall, directly or indirectly, solicit, recruit, or hire any employee, contractor, or subcontractor of the other party who was engaged in the performance of services under this Agreement, without the prior written consent of the other party. This Section does not prohibit general public solicitations not specifically directed at such individuals.
7.4 INDEMNIFICATION.
The parties hereby covenant and agree to indemnify, defend, and hold each other harmless from and against any and all liabilities, damages, costs, and expenses (including reasonable outside attorneys’ fees) arising out of or resulting from any third-party claim, action, or other proceeding based upon: (i) the conduct of a party’s business or the performance of a party’s obligations hereunder; (ii) any act or omission of a party or any of its employees, agents, or representatives as it relates to this Agreement; or (iii) a party’s failure to comply with any applicable federal, state, or local laws, ordinances, regulations, and orders applicable to its obligations within this Agreement. Specifically, Client agrees to indemnify BA from any liability related to all third-party contracts or merchant contracts entered into by Client with merchants and/or third parties.
7.5 RELATIONSHIP OF PARTIES.
It is understood by the parties that BA is an independent contractor with respect to Client and is not an employee of Client. BA is not an attorney or licensed to practice law. Discussions regarding legal topics should be interpreted as informational opinions only. If legal advice is desired, Client should consult a licensed attorney. BA is not a CPA or Tax Professional. When tax advice is needed, Client should contact a CPA or tax professional. Client maintains control of all its business decisions and should reject any advice it does not agree with, even if provided by BA. BA cannot control future events and therefore cannot be responsible for long-term outcomes of business or growth strategies.
7.6 BA PERSONNEL.
BA’s employees and/or contractors, if any, who perform Services for Client under this Agreement shall also be bound by the provisions of this Agreement, including confidentiality obligations.
7.7 Disclaimer; Limitation of Liability
DISCLAIMER. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE INTEGRITY, ACCURACY, COMPLETENESS, SUCCESS, PROFITABILITY, RELIABILITY, AVAILABILITY, OR EXPECTED OPPORTUNITIES ASSOCIATED WITH OUR SERVICES OR DATA MADE AVAILABLE FROM THE SERVICES. APPLICATION PROGRAMMING INTERFACES (APIS) MAY NOT BE AVAILABLE AT ALL TIMES. WE PROVIDE SERVICES “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, AND DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY, AND NON-INFRINGEMENT. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.
NO INDIRECT DAMAGES. THE PARTIES AGREE THAT THE ALLOCATION OF RISK MADE IN THIS AGREEMENT IS REASONABLE. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, LOSS OF BUSINESS INFORMATION, GOODWILL, LOSS OF PROFITS OR REVENUE, OR OTHER PECUNIARY LOSS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT; PROVIDED, HOWEVER, THAT THIS LIMITATION SHALL NOT APPLY TO YOU IF YOU USE ONLY FREE SERVICES.
LIMITATION OF LIABILITY. IN NO EVENT SHALL BA’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE LESSER OF: (I) $6,500; (II) THE TOTAL AMOUNT PAID BY YOU TO BA IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE LIABILITY; OR (III) THE TOTAL AMOUNT PAID TOWARD THE SERVICE PACKAGE OR FIXED-SCOPE PROJECT UNDER WHICH THE EVENT OCCURRED THAT GAVE RISE TO THE LIABILITY. THE FOREGOING LIMITATION WILL APPLY REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF A FUNDAMENTAL TERM, OR OTHERWISE, BUT WILL NOT LIMIT YOUR LIABILITY OR OBLIGATIONS UNDER THE PAYMENT OF FEES, INDEMNIFICATION, OR FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS. IF YOU USE FREE SERVICES ONLY, THIS LIMITATION SHALL NOT APPLY TO YOU, AND IF BA IS DETERMINED TO HAVE ANY LIABILITY ARISING FROM YOUR USE OF FREE SERVICES, THEN BA’S AGGREGATE LIABILITY WILL BE LIMITED TO ONE HUNDRED U.S. DOLLARS ($100).
DEFINED RISK PROFILE. The parties acknowledge that this is a services agreement in which BA delivers professional time and labor that, once expended, cannot be recovered or resold. The three-month look-back and per-Service-Package/per-fixed-scope cap reflect this asymmetry and are deliberately calibrated to the services context of this Agreement. This risk allocation is materially different from the risk profile applicable to BA software products (which use a twelve-month look-back) and to BA partner and referral programs (which use delayed-payout structures), and the parties agree that this difference is reasonable and is reflected in the fees charged under this Agreement.
NOTICE AND CURE PRECONDITION. Before asserting any claim against BA arising under or relating to this Agreement, Client shall provide BA with written notice describing the alleged breach or claim in reasonable detail and a period of thirty (30) days from receipt of that notice within which to cure the alleged breach or otherwise resolve the matter. No claim may be brought or threatened against BA, and no liability of BA shall be deemed to have arisen, until this notice-and-cure period has expired without resolution. This Subsection does not apply to claims for (i) injunctive or equitable relief to prevent imminent and irreparable harm, (ii) collection of fees by BA, or (iii) confidentiality or intellectual property indemnification.
THIRD-PARTY PRODUCTS. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE IN CONNECTION WITH OUR SERVICES.
7.8 DATA HANDLING AND PRIVACY.
BA will maintain and process Your Data in accordance with our Privacy Policy, available at Privacy Policy, and as required by applicable law. BA will not sell, rent, or lease Your Data to any third party. Upon Client’s written request following termination of this Agreement, BA will make Your Data available for export and will delete or destroy Your Data as described in Section 5.5. Clients requiring a formal Data Processing Addendum (DPA) for enterprise compliance purposes should contact BA at legal@breakthroughadvancement.com. A separate DPA Exhibit will be made available upon request.
8. Miscellaneous
8.1 Amendment; Entire Agreement; Precedence.
This Agreement, including all appendices and Order Form(s), along with our Privacy Policy and Terms of Service, is the final, complete, and exclusive agreement between us and you with respect to the subject matter hereof and supersedes and replaces all prior versions of this Agreement, including the Master Service Agreement dated July 29, 2020, and any prior or contemporaneous communications and understandings between the parties. To the extent of any conflict or inconsistency between this Agreement and the website Terms of Service, this Agreement shall control for all signed B2B engagements. We may update and change this Agreement at any time, and such changes will be posted at service agreement. For any material change to this Agreement, we will send prior notice via email or in-app notification at least 30 days before the effective date. The updated Agreement will have an indication of its effective and binding date. We encourage you to review this Agreement on a regular basis. Please notify us in writing if you do not agree with any changes within thirty (30) days. No delay in exercising any right or remedy, and no failure to object, will constitute a waiver of such right or remedy or any other right or remedy.
8.2 No Waiver.
Delay in exercising any right or remedy will not constitute a waiver of such right or remedy.
No course of dealing between you and us shall be construed as a waiver of any subsequent breach or as a modification hereof.
8.3 Currency.
Unless expressed otherwise in the applicable Order Form, all references to money amounts are to the lawful currency of the United States (USD).
8.4 Severability.
If, in any jurisdiction, any part of this Agreement is unenforceable, such provision is ineffective without invalidating the remaining provisions of this Agreement, and such unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision.
8.5 Interpretation.
Where the word “including” or “includes” is used in this Agreement, it means “including (or includes) without limitation.”
8.6 Assignment.
You will not assign or transfer this Agreement without our prior written consent.
We may assign this Agreement to any successor by way of merger, consolidation, reorganization, sale of all or substantially all of our assets, change of control, or by operation of law.
8.7 Third-Party Beneficiaries.
Nothing in this Agreement, express or implied, is intended to or shall confer upon any third-party person or entity any right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
8.8 Survival.
The following sections shall survive the expiration or termination of this Agreement: “Definitions,” “Your Use of Services,” “Fees and Payment,” “Termination/Suspension,” “Effects of Termination,” “Return of Property and Data,” “Proprietary Rights and Licenses,” “Confidentiality,” “Indemnification,” “Disclaimer; Limitation of Liability,” “Data Handling and Privacy,” “Non-Solicitation,” “Relationship of Parties,” “BA Personnel,” “Electronic Signatures,” and “Miscellaneous.”
8.9 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 provisions. The courts of the State of Arizona located in Pima County, Arizona shall have exclusive jurisdiction with respect to any matters arising under this Agreement. Each party consents to the exclusive jurisdiction and venue of such courts and waives any objection to jurisdiction or venue in Pima County, Arizona.
8.10 Dispute Resolution.
In the event of a dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof (a “Dispute”), the parties agree to attempt to resolve the Dispute through good-faith negotiation for a period of thirty (30) days following written notice of the Dispute. If the Dispute is not resolved through negotiation within such period, either party may pursue its available legal remedies in the courts specified in Section 8.9, subject to the optional arbitration escalation in this Section. By written agreement signed by both parties at any time after a Dispute arises, the parties may elect to submit the Dispute to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with arbitration to be held in Phoenix, Arizona. Absent such written agreement, the courts specified in Section 8.9 shall be the exclusive forum. This Section 8.10 does not prevent either party from seeking injunctive or other equitable relief in court at any time to protect intellectual property or Confidential Information, irrespective of any arbitration election.
8.11 Electronic Signatures and ESIGN/UETA Compliance.
This Agreement and any Order Form or SOW executed in connection herewith may be executed by electronic signature, including through Zoho Sign or any other electronic signature platform mutually agreed by the parties. The parties acknowledge and agree that: (a) electronic signatures are valid and legally binding to the same extent as original handwritten signatures; (b) this Agreement and any electronically signed Order Form or SOW satisfy any writing or signature requirements under applicable law, including the Electronic Signatures in Global and National Commerce Act (ESIGN), 15 U.S.C. § 7001 et seq., and the Arizona Electronic Transactions Act, A.R.S. § 44-7001 et seq. (UETA); and (c) a copy or electronic record of this Agreement bearing an electronic signature shall be admissible as evidence of the parties’ agreement to the same extent as a manually signed original. Each party will retain a copy of the executed Agreement for its records. Zoho Sign is BA’s preferred e-signature platform; executed packages, including the signature audit trail, will be delivered electronically to both parties.
8.12 Notices.
All notices, requests, demands, or other communications required or permitted under this Agreement shall be in writing and delivered: (a) by email to the address specified in the applicable Order Form (with confirmation of receipt); (b) by personal delivery; or (c) by nationally recognized overnight courier. Notices to BA shall be addressed to legal@breakthroughadvancement.com. Notices are effective upon receipt.
8.13 Force Majeure.
Neither party will be liable to the other for any failure or delay in performance under this Agreement to the extent such failure or delay is caused by circumstances beyond such party’s reasonable control, including acts of God, government actions, natural disasters, war, terrorism, pandemic or epidemic, power or internet outages, third-party service provider failures, or denial of service attacks. The party experiencing a force majeure event will promptly notify the other party and use commercially reasonable efforts to resume performance as soon as practicable.
Execution
By signing below, or by executing an Order Form or SOW that references this Agreement, the parties agree to be bound by the terms set forth above.
This published version is for reference. Engagements are executed when both parties sign an Order Form or Scope of Work that references this Agreement, typically via Zoho Sign or another mutually agreed electronic signature platform. Signature fields are completed in the executed package — not on this website.
Questions: legal@breakthroughadvancement.com · General inquiries: consultations@breakthroughadvancement.com