Exhibit A — Standard Terms and Conditions
JennaZ, LLC · dba Jenna Zwagil Consulting · Las Vegas, Nevada · www.jennazwagil.com
These Standard Terms are part of every Service Agreement signed between JennaZ, LLC, a Nevada limited liability company ("Consultant"), and the client named in that Service Agreement ("Client"). If a Service Agreement conflicts with these terms on scope, deliverables, fees or timeline, the Service Agreement controls. On everything else, these Standard Terms control.
1. Services and Change Requests
1.1 Consultant will perform the services and deliver the items described in the Service Agreement (the "Services" and "Deliverables").
1.2 Any work outside the written scope is a change request. Change requests must be approved in writing (email is enough) before work starts. Approved changes are billed at the hourly rate in the Service Agreement, or $[250] per hour if none is stated, or under a written quote.
2. Client Responsibilities
2.1 Client will provide timely access to accounts, content, brand assets, product information, approvals and a single decision-maker.
2.2 Deadlines move day-for-day with any Client delay. If Client is unresponsive for more than [10] business days, Consultant may pause the project and charge a $[250] restart fee.
3. Fees, Payment and Expenses
3.1 Client will pay the fees in the Service Agreement. Invoices are due [upon receipt / within 7 days] unless the Service Agreement says otherwise.
3.2 Deposits secure Consultant's calendar and are non-refundable once work begins.
3.3 Late balances accrue interest at 1.5% per month or the highest rate allowed by law, whichever is lower. Consultant may suspend work on any account more than [10] days past due.
3.4 Monthly retainers are billed in advance on the same date each month. Unused hours or deliverables do not roll over unless the Service Agreement says so.
3.5 Unless covered by the Monthly Technology Fee (Section 3.8), software subscriptions, ad spend, hosting, domains, stock assets, printing, travel and other third-party costs are not included unless stated. Client pays them directly or reimburses pre-approved expenses within 7 days of invoice.
3.6 Card payments may carry a processing fee of up to [3]%. Fees exclude taxes; Client pays applicable sales or use taxes.
3.7 After delivery, ongoing maintenance and support are available only through the optional Monthly Maintenance Plan Addendum, priced per project. Without it, post-delivery support is billed hourly.
3.8 Monthly Technology Fee (required). Any project where Consultant hosts, registers, licenses or manages technology for Client, including website hosting, domains, CRM, email or SMS platforms, databases or AI tools, requires the Monthly Technology Fee Schedule. The fee is mandatory while those services are live, is a base of $25 per month per project for hosting and domain plus any platform add-ons and usage selected in the Schedule, is billed monthly in advance, and is separate from any maintenance or support fees.
4. Term and Termination
4.1 Each Service Agreement starts on its Effective Date and runs until the Services are complete, or for the term it states.
4.2 Either party may end a monthly engagement with [30] days' written notice after any minimum term.
4.3 Client may end a project engagement at any time with written notice. Client then pays for all work performed through the termination date, at the hourly rate or the completed milestone value, whichever is greater, plus any non-refundable deposit.
4.4 Either party may terminate immediately if the other materially breaches and does not cure within 10 days of written notice.
4.5 On termination, Client pays all amounts owed and Consultant delivers work completed and paid for.
5. Intellectual Property
5.1 Client owns the final Deliverables once Client has paid in full. Until then, Consultant owns them and Client has no right to use them.
5.2 Consultant keeps Consultant IP: its pre-existing and generally applicable materials, including methods, frameworks, templates, code libraries, automation workflows, AI prompts, training content and know-how. Where Consultant IP is built into a Deliverable, Client receives a non-exclusive, perpetual, non-transferable license to use it as part of that Deliverable.
5.3 Drafts, unused concepts and rejected designs remain Consultant's property.
5.4 Consultant may show non-confidential work and Client's name and logo in its portfolio, website and speaking materials, unless Client opts out in writing.
6. Client Materials
Client confirms it has the rights to all content, trademarks, images, product claims and data it provides. Client grants Consultant a license to use them to perform the Services.
7. Confidentiality
Each party will keep the other's non-public business information confidential and use it only for this engagement. This duty lasts 2 years after the engagement ends, and indefinitely for trade secrets. It does not cover information that is public, already known, independently developed, or legally required to be disclosed.
8. Accounts, Platforms and AI Tools
8.1 Client owns its accounts (social, ad, email, SMS, hosting, domain, CRM, payment and AI platforms) and will keep them in Client's name.
8.2 Consultant is not responsible for third-party platform changes, outages, policy enforcement, account restrictions or bans, algorithm changes, or the accuracy of AI-generated output that Client approves.
8.3 Client will review and approve all AI-assisted content before publishing.
9. Compliance
Client is solely responsible for the legality of its products, offers and business model, including:
- product, health and earnings claims (including FTC, FDA and state rules for supplements, hemp and wellness products);
- direct-selling and compensation-plan compliance and income disclosures;
- consent for email and SMS marketing (CAN-SPAM, TCPA and carrier rules) and privacy notices.
Consultant does not give legal, tax, medical or financial advice.
10. No Guarantee of Results
Consultant will perform the Services professionally and in good faith. Consultant does not guarantee any specific revenue, sales, leads, rankings, followers, ad performance, conversion rate or funding outcome. Past results described on Consultant's website or elsewhere are not a promise of future results.
11. Warranties
Except as stated in these terms, the Services and Deliverables are provided "as is," and Consultant disclaims all implied warranties, including merchantability and fitness for a particular purpose.
12. Limitation of Liability
Neither party is liable for indirect, incidental, consequential, special or punitive damages, or lost profits. Consultant's total liability under any Service Agreement will not exceed the fees Client paid under it in the 6 months before the claim arose.
13. Indemnification
Client will defend and indemnify Consultant against third-party claims arising from Client's products, materials, claims, data, marketing lists, compliance, or use of the Deliverables. Consultant will indemnify Client against third-party claims that original work created by Consultant infringes a U.S. copyright.
14. Independent Contractor
Consultant is an independent contractor and controls how the Services are performed. Consultant may use qualified subcontractors and remains responsible for their work. Nothing creates an employment, partnership or joint venture relationship.
15. Non-Solicitation
During the engagement and for 12 months after, Client will not hire or directly engage Consultant's employees or subcontractors who worked on Client's project without Consultant's written consent.
16. Disputes and Governing Law
16.1 These terms are governed by the laws of the State of Nevada.
16.2 The parties will first try to resolve any dispute through good-faith discussion for 30 days. Any lawsuit must be brought in the state or federal courts in Clark County, Nevada.
16.3 The prevailing party is entitled to reasonable attorneys' fees and costs.
17. General
17.1 Force majeure: neither party is liable for delays caused by events beyond its reasonable control, except payment obligations.
17.2 Entire agreement: the Service Agreement and these Standard Terms are the full agreement and replace prior proposals and discussions. Changes must be in writing and signed by both parties (e-signature counts).
17.3 Assignment: neither party may assign without the other's written consent, except Consultant may assign to a successor entity.
17.4 Notices go to the email addresses in the Service Agreement.
17.5 Severability: if a provision is unenforceable, the rest stays in effect.
17.6 Counterparts and e-signatures are valid and binding.
17.7 Survival: Sections 3, 5, 6, 7, 9, 10, 12, 13, 15 and 16 survive termination.