Effective Date: Date of Client Signature on Service Agreement

Parties: These Terms and Conditions (“Terms”) govern the agreement (“Agreement” or “Service Agreement”) between You, the purchaser (“Client” or “You”), and GVS Ventures LLC dba Authority Brand and its affiliates, sub-contractors, employees, agents, owners, or assigns (“Service Provider,” “GVS Ventures,” “Authority Brand,” or “we”). Client and Service Provider are each referred to as a “Party” and collectively as the “Parties.”

1. SERVICES & PROGRAM DETAILS

1.1 Program Description. The Trust Scaling Meta Ads and/or Trust Scaling Organic Video Program includes the services, materials, and deliverables specifically described in the applicable Service Agreement and its attached Exhibits and Addendums to which these Terms are linked.

1.2 Program Scope. You acknowledge that your purchase includes only those services, products, materials, and deliverables expressly set forth in the Service Agreement and its attached Exhibits and Addendums. No additional services, travel, admission, expenses, or products are included unless explicitly stated. For advertising programs, Client acknowledges that separate Ad Spend paid directly to advertising platforms is required as detailed in Section 2.8.

1.3 Program Duration. The initial program term shall be as specified in the Service Agreement (3 months, 6 months, or 12 months as selected by Client). The program commences upon enrollment as specified in the Service Agreement.

1.4 Month-to-Month Continuation. Upon completion of the initial term, this Agreement shall continue on a month-to-month basis under the same terms and conditions unless: (a) Client provides written notice of cancellation at least thirty (30) days prior to the desired termination date; (b) Client enters into a new Service Agreement; or (c) Service Provider terminates the Agreement in accordance with Section 4.

1.5 Program Suspension. The program cannot be suspended or paused. If Client fails to provide necessary assets, materials, videos, or information to Service Provider with sufficient time to perform services, or fails to provide them at all within the program duration or any monthly period, this shall not affect the payment and billing schedule. Client remains responsible for all payments as set forth in this Agreement and its attached Exhibits and Addendums, and services will be deemed rendered.

2. PAYMENT TERMS

2.1 Payment Authorization. By executing the Service Agreement and providing payment information, Client expressly consents to, authorizes, and instructs Service Provider to process payment immediately in the amount indicated on the Service Agreement and its attached Exhibits and Addendums. Client consents to Service Provider initiating recurring and/or one-time debit or credit card charges for amounts and on dates described in the applicable Service Agreement and its attached Exhibits and Addendums. Client acknowledges authorizing Service Provider to collect or reverse variable payment amounts in accordance with this Agreement and its attached Exhibits and Addendums.

2.2 Invoicing & Processing. All fees are due as outlined in the Service Agreement and its attached Exhibits and Addendums and are automatically processed through Service Provider’s AutoPay system unless otherwise specified.

2.3 Price Lock for Initial Term. Client’s fees for the initial program term are locked at the rate specified in the Service Agreement and its attached Exhibits and Addendums. Any price increases implemented by Service Provider during the initial term shall not apply to Client until the month-to-month continuation period begins, at which time Service Provider may adjust pricing upon thirty (30) days’ written notice to Client.

2.4 Late Payments. A late fee of fifteen dollars ($15.00) plus interest at twelve percent (12%) per annum shall be charged on all overdue balances not received by the invoice due date. Payments will be credited first to any unpaid balance, followed by late payment charges.

2.5 Failed Payments. If payment is not successfully processed due to insufficient funds, card expiration, or other reasons, Client remains responsible for the outstanding balance. Service Provider may suspend services until payment is received.

2.6 Breach & Acceleration. In the event of breach, default, or early termination, all outstanding balances become immediately due and payable.

2.7 Chargebacks Constitute Breach. Filing a chargeback, payment reversal, or disputing with Client’s bank any charge agreed to under this Agreement and its attached Exhibits and Addendums constitutes a material breach and event of default. Service Provider may immediately terminate this Agreement, demand full payment of all unpaid balances, and pursue all available legal remedies including collection actions.

2.8 Ad Spend & Third-Party Platform Fees.

(a) Client Responsibility for Ad Spend. Client acknowledges that successful implementation of the Trust Scaling Meta Ads Program requires Client to invest in advertising on Meta platforms (Facebook, Instagram) and potentially other advertising platforms. All advertising spend (“Ad Spend”) is the sole financial responsibility of Client and is separate from and in addition to Service Provider’s fees.

(b) No Refunds for Ad Spend. Service Provider provides no refunds, credits, or reimbursements for any Ad Spend incurred by Client, regardless of advertising performance, results, or Client’s satisfaction with services. Ad Spend is paid directly to the advertising platforms (such as Meta) or charged to payment methods designated by Client, and Service Provider has no control over or liability for such charges.

(c) Payment Method Maintenance. Client is solely responsible for ensuring that all payment methods on file with advertising platforms remain current, valid, and in good standing. Service Provider is not responsible for suspended campaigns, lost advertising opportunities, or other consequences resulting from Client’s failure to maintain valid payment information with advertising platforms.

(d) Ad Account Structure. Service Provider may build and manage advertising campaigns either: (i) within Client’s own advertising accounts, where Client is billed directly by the advertising platform; or (ii) within Service Provider’s managed accounts with Client’s payment method on file. Regardless of account structure, Client remains solely liable for all Ad Spend charges.

(e) Platform Terms Apply. Client acknowledges that use of third-party advertising platforms is subject to those platforms’ terms of service, billing practices, and policies. Service Provider is not responsible for platform policy changes, account suspensions, billing disputes with platforms, or other platform-related issues.

(f) Minimum Ad Spend Recommendations. Service Provider may recommend minimum Ad Spend levels to achieve optimal results. Client is not obligated to follow such recommendations but acknowledges that results may be limited if recommended Ad Spend levels are not met.

(g) Additional Management Fees for High Ad Spend. Service Provider’s management fee (as set forth in the Service Agreement) includes strategic oversight and optimization of up to $12,000 in monthly advertising spend. For any calendar month in which Client’s Ad Spend to Meta exceeds $12,000, Client will be charged an additional management fee equal to ten percent (10%) of the amount spent above the $12,000 threshold. These additional management fees are calculated monthly based on actual Ad Spend charged by Meta during each calendar month, invoiced within five (5) business days after month-end, and due within fifteen (15) days of invoice date. Payment is processed automatically through Client’s payment method on file. Ad Spend amounts are verified through Meta Ads Manager reporting accessible to both Service Provider and Client.

3. REFUND POLICY

3.1 All Sales Final. All sales are final and non-refundable once the Service Agreement is executed. Client acknowledges that during the term of this Agreement, whether or not services are used by Client in full, in part, or at all, Client remains responsible for all fees set forth in the Service Agreement and its attached Exhibits and Addendums.

3.2 Services Deemed Rendered. If Client delays in providing assets, videos, materials, or information necessary for Service Provider to perform its duties, or fails to provide them within the program duration or any monthly period, services will be considered rendered and no refund shall be due.

3.3 No Refund for Non-Participation. No refunds will be issued if Client fails to participate in the Trust Scaling Meta Ads Program and/or Trust Scaling Organic Video Program.

3.4 Chargeback as Breach. A chargeback or payment dispute filed by Client is a material breach entitling Service Provider to immediate termination and collection of all outstanding amounts plus attorneys’ fees and costs.

4. TERM & TERMINATION

4.1 Initial Term. This Agreement commences on the Effective Date and remains in effect for the initial program term specified in the Service Agreement (3 months, 6 months, or 12 months as selected by Client).

4.2 Month-to-Month Continuation. Following the initial term, this Agreement shall automatically continue on a month-to-month basis under the same terms and conditions unless: (a) terminated in accordance with this Section 4; or (b) Client enters into a new Service Agreement which shall supersede and replace this Agreement in its entirety.

4.3 Client Cancellation. Client may cancel the month-to-month continuation by providing Service Provider with written notice at least thirty (30) days prior to the desired termination date. Client shall remain responsible for all fees through the end of the 30-day notice period. Client may not cancel or terminate during the initial program term except as expressly permitted in writing by Service Provider.

4.4 Termination by Service Provider. Service Provider may terminate this Agreement immediately, with or without notice, if Client: (a) fails to make timely payment; (b) breaches any term of this Agreement or the Service Agreement; (c) fails to meet requirements specified in the Service Agreement or its attached Exhibits and Addendums; (d) engages in conduct deemed harmful to Service Provider’s business, reputation, employees, or other clients; or (e) for any other reason during the month-to-month period upon thirty (30) days’ written notice to Client.

4.5 Service Provider’s Right to Modify Services. Service Provider reserves the right to change, cancel, or terminate the Trust Scaling Meta Ads Program and/or Trust Scaling Organic Video Program for all clients equally in the event Service Provider deems it necessary to do so, including but not limited to business restructuring, platform changes, or discontinuation of service offerings. In such event, Service Provider shall provide reasonable notice to all affected clients. Service Provider may make their training videos and educational content unavailable at any time as part of normal content management practices.

4.6 Effect of Termination – Access. Upon termination for breach, default, or non-payment, Client immediately loses access to any Authority Brand owned training resources and all services. 

4.7 Effect of Termination – Payment Obligations. Upon termination, Service Provider is not obligated to provide refunds. All outstanding balances remain due and payable. Service Provider reserves all rights to pursue Client civilly for collection of unpaid balances.

5. INTELLECTUAL PROPERTY & CONFIDENTIALITY

5.1 Service Provider Ownership. Service Provider retains all right, title, and interest in and to: (a) all trademarks, copyrights, and other intellectual property; (b) all strategies, processes, workflows, templates, and tools used to provide services (“Authority Brand IP”); (c) the Trust Scaling Meta Ads Program and/or Trust Scaling Organic Video Program, which are proprietary trade secrets exclusively owned by Service Provider and trademark protected; and (d) any other proprietary rights arising under United States law.

5.2 No Transfer of Rights. This Agreement does not constitute a transfer, assignment, or license of any intellectual property rights from Service Provider to Client.

5.3 Confidential & Proprietary Materials. Client acknowledges that the content, teachings, materials, and information provided through the Trust Scaling Meta Ads Program and/or Trust Scaling Organic Video Program are confidential and proprietary to Service Provider. Client shall not communicate, disclose, share, or distribute these materials to any other person or entity.

5.4 Client Deliverables. Upon full payment of all fees, Client owns the specific creative assets produced for Client, excluding all underlying Authority Brand IP, processes, and systems.

5.5 Restrictions on Use. Client shall not: (a) reverse engineer, replicate, or misappropriate Authority Brand IP; (b) use Authority Brand IP beyond the scope of this Agreement; (c) disclose trade secrets to third parties; or (d) use the Trust Scaling Meta Ads Program and/or Trust Scaling Organic Video Program without Service Provider’s prior written consent.

5.6 Trade Secrets & Confidentiality Obligations. The Parties shall keep confidential all information designated as confidential by the other Party and shall not use such information except as intended by this Agreement. This obligation does not apply to information that: (i) was already in the receiving Party’s possession; (ii) is or becomes publicly available through no fault of the receiving Party; (iii) is lawfully obtained from a third party; (iv) the Parties agree in writing may be disclosed; or (v) must be disclosed by law.

5.7 Enforcement of IP Rights. Service Provider shall use all available remedies under federal and state law to enforce its ownership rights, including seeking injunctive relief, disgorgement of monetary gains, return of misappropriated materials, recovery of attorneys’ fees and costs, and any other appropriate remedies.

5.8 Return of Materials. Upon termination, all trade secrets and proprietary materials shall be immediately returned to Service Provider.

6. NO INCOME CLAIMS OR GUARANTEES

6.1 General Disclaimer. Except as expressly warranted in the Service Agreement or its attached Exhibits and Addendums, Client agrees that Service Provider has made no promise, guarantee, or representation regarding Client’s future income, gains, business outcomes, or profitability resulting from the Trust Scaling Meta Ads Program and/or Trust Scaling Organic Video Program.

6.2 No Inducement by Income Claims. Except as expressly warranted in the Service Agreement or its attached Exhibits and Addendums, Client has not been induced to enter this Agreement based on any income claims, earnings representations, or guarantees of specific results.

6.3 Industry Standard Only. Service Provider warrants only that services shall be performed consistent with applicable industry standards. Except as expressly warranted in the Service Agreement or its attached Exhibits and Addendums, no guarantee is made as to the efficacy or value of any services performed.

7. WARRANTIES & DISCLAIMERS

7.1 Limited Warranty. Service Provider warrants that its services shall be performed consistent with applicable industry standards. Any additional warranties shall be expressly set forth in the Service Agreement or its attached Exhibits and Addendums. THIS IS THE ONLY WARRANTY PROVIDED BY SERVICE PROVIDER UNLESS OTHERWISE SPECIFIED IN THE SERVICE AGREEMENT OR ITS ATTACHED EXHIBITS AND ADDENDUMS.

7.2 DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7.1 OR AS EXPRESSLY WARRANTED IN THE SERVICE AGREEMENT OR ITS ATTACHED EXHIBITS AND ADDENDUMS, SERVICE PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, OR OTHERWISE. SERVICE PROVIDER EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE PLATFORM AND SERVICES WILL BE ERROR-FREE, TIMELY, SECURE, OR UNINTERRUPTED.

7.3 No Reliance on Advice. No oral advice or written information given by Service Provider, its employees, licensors, or agents creates a warranty, and Client may not rely on any such information or advice beyond the express terms of this Agreement and the Service Agreement and its attached Exhibits and Addendums.

7.4 Maximum Extent Permissible. All terms are to be read and understood to the maximum extent permissible by applicable law.

8. LIMITATION OF LIABILITY & INDEMNIFICATION

8.1 Limitation of Liability – Dollar Cap. SERVICE PROVIDER’S TOTAL LIABILITY TO CLIENT FOR ANY CLAIM OF ANY KIND SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8.2 EXCLUSION OF DAMAGES. IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE TO CLIENT OR ANY OF ITS END USERS OR ANY OTHER PERSON, FIRM, OR ENTITY FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, LOST PROFITS, LOST REVENUES, LOST OR CORRUPTED DATA, LOST USE, OR OTHER DAMAGES OF ANY KIND, EVEN IF FORESEEABLE OR IF SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.3 Service Interruption Limitation. Service Provider is not liable to Client or third parties for any loss or damages arising from failure or interruption of services due to equipment breakdown, platform updates, platform downtime, or any other reason except gross negligence or willful misconduct.

8.4 Platform & System Liability. Under no circumstances shall Service Provider be liable to Client or any of its end users or any other person, firm, or entity for damages arising from use of or inability to use the Authority Brand system and services, including reliance on information, mistakes, omissions, interruptions, deletion of files or emails, loss of data, errors, defects, viruses, delays, communication failures, theft, destruction, or unauthorized access to Service Provider’s records, programs, or services.

8.5 No Liability for Business Loss. Under no circumstances shall Service Provider be liable for damages based on loss of business or lost profits, whether based on breach of contract, breach of warranty, product liability, tort, or otherwise, to Client or any third party.

8.6 Mutual Indemnification. Each Party (the “Indemnifying Party”) shall indemnify, defend, and hold harmless the other Party and its employees, officers, directors, agents, and representatives (the “Indemnified Party”) from and against all third-party claims, actions, losses, and damages to the extent caused by or arising from the gross negligence, willful misconduct, or violation of law of the Indemnifying Party in the course of its performance under this Agreement.

8.7 Scope of Indemnity. The indemnity obligation includes personal injury, death, property damage (tangible or intangible), intellectual property infringement, civil rights violations, settlements, judgments, court costs, reasonable attorneys’ fees, fines, penalties, and litigation expenses.

8.8 Client Indemnity – Travel & Events. Client’s indemnity includes any claim for personal injury sustained while traveling to or attending any seminar or in-person training provided by Service Provider.

8.9 Waiver of Workers’ Compensation Defense. Each Party waives any defense it may have under applicable workers’ compensation laws regarding indemnification claims.

8.10 Indemnification Procedures. The Indemnified Party shall promptly notify the Indemnifying Party in writing of any claim. The Indemnifying Party may, at its own expense, assume control of the defense, including designation of counsel and control of negotiations, litigation, settlements, and appeals, provided counsel is satisfactory to the Indemnified Party. Neither Party may settle any claim without the other Party’s written consent (not to be unreasonably withheld), except for claims under $5,000 unless the settlement could prejudice the other Party or result in injunctive relief.

8.11 Mitigation. An Indemnified Party shall make good faith efforts to mitigate losses where practicable, but is not obligated to act adversely to its own interests.

8.12 Assignment of Related Claims. Following discharge of indemnification obligations, the Indemnified Party shall assign to the Indemnifying Party any related claims against third parties and shall refund any recoveries received within fifteen (15) days.

8.13 Cure Period. Following notice of an indemnification demand, the Indemnifying Party shall have thirty (30) days to cure the problem, pay amounts due, or take required actions.

8.14 Survival. The terms of this Section 8 expressly survive termination, cancellation, or expiration of this Agreement.

9. CLIENT RESPONSIBILITIES & REPRESENTATIONS

9.1 Cooperation. Client agrees to provide timely information, materials, assets, videos, and access necessary for Service Provider to perform services.

9.2 Client Representations. Client represents and warrants that:

(a) Client operates a business in good standing and is purchasing the program for an existing business;

(b) Client is duly organized, validly existing, and qualified to transact business under applicable law;

(c) Client has full power and authority to execute and perform under this Agreement;

(d) There are no prior or pending government investigations, prosecutions, or lawsuits against Client that would affect Client’s ability to perform;

(e) This Agreement does not conflict with or breach Client’s organizational documents, licenses, registrations, or agreements with third parties;

(f) No consent, approval, or authorization from any court or governmental body is required for Client to execute this Agreement;

(g) Client is not bound by or in violation of any agreement, statute, order, or regulation that would adversely affect Client’s ability to perform under this Agreement;

(h) All information provided by Client is true, accurate, and not misleading.

9.3 Immediate Notice of Legal Issues. Client agrees to notify Service Provider immediately if any investigation, lawsuit, or legal proceeding is threatened or filed against Client. Service Provider shall have the right to terminate this Agreement without liability upon receiving such notice.

9.4 Compliance. Client warrants that all information supplied is accurate, lawful, and that Client has authority to enter into and perform under this Agreement.

9.5 Respectful Conduct. Client and Service Provider agree to treat each other and their teams respectfully throughout the engagement.

10. MARKETING & COMMUNICATIONS CONSENT

10.1 Communication Authorization. By executing this Agreement and providing contact information, Client consents to Service Provider calling and texting Client regarding account information and other offers, products, and services, including through automated dialing equipment and pre-recorded messages.

10.2 Not a Condition of Purchase. Client acknowledges that this consent is not a condition of purchase.

11. NON-SOLICITATION & NON-DISPARAGEMENT

11.1 Non-Solicitation of Employees. During the term of this Agreement and for three (3) years following termination or expiration, Client shall not, directly or indirectly: (a) solicit or influence any employee or contractor of Service Provider to leave employment or terminate engagement with Service Provider; or (b) hire any employee or contractor of Service Provider without providing Service Provider at least thirty (30) days’ prior written notice.

11.2 Non-Solicitation of Clients. During the term and for three (3) years thereafter, Client shall not solicit or influence any other clients of Service Provider for any business purpose whatsoever, including but not limited to recruitment, offering competing services, coaching, masterminds, networking groups, or any other commercial opportunity, without Service Provider’s express written consent. If approached by another Service Provider client, Client shall notify Service Provider immediately in writing.

11.3 Reduction of Restrictive Period. If a court determines the three-year period unreasonable, the period shall be reduced to two (2) years; if two years is deemed unreasonable, it shall be one (1) year. If a court refuses to enforce any provision, the unenforceable portion shall be struck while remaining provisions continue in effect.

11.4 Reformation. If restrictive periods exceed limitations permitted by law, they shall be reformed to the maximum time, geographic, or scope limitations permitted. The Parties agree to replace any invalid term with a valid term that achieves, to the extent possible, the same economic and business purposes.

11.5 Non-Disparagement. Client agrees not to publicly disparage Service Provider, its employees, or its services. This does not restrict Client’s right to provide truthful information when legally required.

12. NO AGENCY RELATIONSHIP

12.1 Independent Parties. Client is not authorized to act as an agent, representative, employee, partner, or joint venturer of Service Provider. Neither Party has authority to create obligations binding on the other Party.

12.2 Client Representation Prohibited. Client shall not hold itself out to any person or entity as a representative, agent, employee, partner, or otherwise of Service Provider or Trust Scaling Meta Ads Program and/or Trust Scaling Organic Video Program.

12.3 Non-Exclusive Services. Service Provider’s rights to provide services are non-exclusive. Service Provider is free to market services to and contract with other parties as it deems appropriate.

13. DISPUTE RESOLUTION

13.1 Binding Arbitration. Any claim or grievance of any kind that Client has against Service Provider shall be resolved exclusively in final and binding arbitration before a single arbitrator selected by Service Provider within a reasonable time after Client gives notice of arbitration.

13.2 Arbitration Location. Arbitration shall be held in Maricopa County, Arizona.

13.3 Arbitration Rules. Arbitration shall be subject to the rules of the American Arbitration Association and the Federal Arbitration Act, 9 U.S.C. §§ 1-16 (“FAA”).

13.4 Arbitrator Authority. The arbitrator shall have exclusive and sole authority to determine whether any dispute is arbitrable. The arbitrator’s decision shall be final and binding on the Parties, subject to appeal only under the FAA, and may be reduced to judgment in any court of competent jurisdiction.

13.5 No Court Action. Client agrees not to file suit in any court against Service Provider, its affiliates, subsidiaries, officers, directors, or employees.

13.6 Costs & Fees. Each Party shall bear its own costs and attorneys’ fees in arbitration or litigation, regardless of which Party is deemed prevailing, except as provided in Section 19.13.

13.7 Statute of Limitations. Any claim must be brought in arbitration within one (1) year of the claim arising or be forever barred.

13.8 Survival. This agreement to arbitrate survives termination or expiration of this Agreement and bankruptcy or insolvency of either Party.

13.9 Injunctive Relief. Nothing in these Terms prevents Service Provider from seeking temporary, preliminary, or permanent injunctive relief from any court to protect Service Provider’s interests prior to, during, or following arbitration or other proceedings.

13.10 WAIVER OF CLASS ACTION. CLIENT WAIVES ANY RIGHT TO PARTICIPATE IN A REPRESENTATIVE CAPACITY OR AS A MEMBER OF ANY CLASS OF CLAIMANTS. CLAIMS AGAINST SERVICE PROVIDER MAY NOT BE JOINED OR CONSOLIDATED WITH CLAIMS BROUGHT BY ANYONE ELSE.

14. GOVERNING LAW & VENUE

14.1 Governing Law. This Agreement shall be governed, construed, and interpreted in accordance with the laws of the State of Arizona without regard to choice of law provisions.

14.2 Venue. Venue for any disputes shall lie exclusively in the state or federal courts of Maricopa County, Arizona.

15. FORCE MAJEURE

15.1 Excuse of Performance. Except for payment obligations and indemnification provisions, neither Party shall be responsible for delay, damage, or failure caused by act of God, act of nature, elements, terrorism, insurrection, federal/state/local declared disaster (including pandemic), fire, explosion, vandalism, cable cut, utility failures, storm, law/order/regulation making performance impossible or impractical, request of government or court order, breach or delay by third parties, or other causes beyond reasonable control.

15.2 Temporary Excuse. The affected Party is excused from performance on a day-to-day basis to the extent of, and for the duration of, the applicable restriction or interference. Once the force majeure event ceases, the Party’s obligations under this Agreement resume.

15.3 Contingency on Underlying Agreements. Service Provider’s obligation to provide services is contingent on continuation of Service Provider’s agreements with underlying service providers. Changes or termination of those agreements relieves Service Provider of obligations and liability under this Agreement.

16. LEGAL COMPLIANCE

16.1 Subject to Law. This Agreement is expressly subject to all present and future valid orders and regulations of any regulatory body and to the laws of the United States, any state, or foreign governmental agency having jurisdiction.

16.2 Automatic Modification. If any term conflicts with law, this Agreement is deemed modified to the extent necessary to comply with law in a manner consistent with the intent and purpose of this Agreement.

17. ASSIGNMENT

17.1 No Assignment by Client. Client may not assign its rights or delegate its duties under this Agreement without Service Provider’s prior written consent, which may be withheld in Service Provider’s sole and absolute discretion.

17.2 Assignment by Service Provider. Service Provider may freely assign this Agreement to affiliates, subsidiaries, successors, or assigns.

17.3 Binding on Successors. This Agreement shall be binding on and inure to the benefit of the permitted successors and assigns of the Parties.

18. NOTICE

18.1 Notice Requirements. Any notice required or permitted under this Agreement shall be in writing and delivered to the addresses below. Notice shall be deemed effectively delivered upon: (i) personal delivery; (ii) one (1) day after overnight delivery with a national express courier (FedEx, UPS); or (iii) two (2) days after deposit in United States mail, first-class, postage prepaid.

18.2 Service Provider Address:

GVS Ventures LLC dba Authority Brand
Attn: Operations
1525 S. Higley Road #104
Gilbert, Arizona 85296
Email: ops@authoritybrand.com

18.3 Client Address. Notice to Client shall be sent to the address on the signature page or Service Agreement. If no business address is provided, notice will be sent to Client’s billing address.

19. MISCELLANEOUS PROVISIONS

19.1 Entire Agreement. These Terms, together with the Service Agreement and its attached Exhibits and Addendums, constitute the entire understanding between the Parties and supersede all prior agreements, representations, and understandings.

19.2 Amendments. This Agreement may not be amended or modified orally. No provision may be waived or amended except in writing referencing this Agreement and signed by both Parties.

19.3 Severability. If any provision is determined to be invalid, illegal, or unenforceable, that determination shall not affect other provisions. The invalid provision shall be severed and all remaining provisions shall continue in full force and effect.

19.4 Ambiguity. Any ambiguities shall be resolved by applying the most reasonable interpretation under the circumstances, giving full consideration to the Parties’ intentions at the time of contracting. This Agreement shall not be construed against any Party by reason of its preparation.

19.5 No Waiver. No forbearance by either Party in exercising any right or remedy shall constitute a waiver or preclude future exercise of that or any other right or remedy.

19.6 Cumulative Remedies. No remedy under this Agreement is exclusive. Each remedy shall be cumulative and in addition to other remedies under this Agreement or at law or in equity, including specific performance and injunctive relief.

19.7 Third Parties. This Agreement is made solely for the benefit of Service Provider and Client and their successors and permitted assigns. Nothing herein confers rights or remedies on any other persons or entities, nor relieves any third party of obligations to the Parties.

19.8 Further Assurances. The Parties shall execute additional documents and take actions reasonably necessary in connection with the performance of their respective obligations hereunder to carry out the intent of this Agreement.

19.9 Captions & Headings. All captions and headings are for reference only and shall not be used in interpretation.

19.10 Counterparts. This Agreement may be executed in counterparts, each constituting an original but all together one instrument. A signed copy transmitted by facsimile or electronic means shall be binding to the same extent as a signed original.

19.11 No Partnership. This Agreement shall not be construed as creating a partnership or joint venture to the maximum extent permissible by law.

19.12 Survival. Covenants, agreements, representations, warranties, and indemnification obligations shall survive termination of this Agreement.

19.13 Attorneys’ Fees. If either Party commences litigation, arbitration, or legal proceedings arising from this Agreement, the prevailing party shall be entitled to recover all costs and expenses, including reasonable attorneys’ fees. This applies to any action or arbitration based in contract law to enforce this Agreement, and to third-party actions or proceedings under this Agreement.

ACKNOWLEDGMENT

By executing the Service Agreement or clicking “I Agree” or similar acknowledgment, Client acknowledges that Client has read, understands, and agrees to be bound by these Terms and Conditions in their entirety.

Last Updated: 10/01/2025

GVS Ventures LLC dba Authority Brand
Gilbert, Arizona