# StrategyHero — Service Agreement *Version 2026-05-15* **Reference ID:** SH-{YYYY-MM-DD}-{customer_slug} **Effective Date:** {effective_date} --- ## 1. Parties **Provider** Transmedia Corporation, d/b/a "StrategyHero" A Florida corporation 251 Crandon Blvd, Miami, FL 33149, USA Contact: support@strategyhero.xyz **Customer** {customer_legal_entity_name} {customer_jurisdiction_of_incorporation} {customer_address} | | | |---|---| | Authorized signer | {customer_signer_name}, {customer_signer_title} | | Signer email | {customer_signer_email} | | Billing email | {customer_billing_email} | | Billing address | {customer_billing_address} | --- ## 2. Engagement Type Select ONE option below. The selection determines which Scope, Fee, and Term sections apply. ### Option A — Subscription Recurring monthly or annual subscription to a paid tier. Sections **3A**, **4A**, **5A** apply. Select tier: - [ ] **Pulse** — USD 199 / month — up to 50 accounts — monthly audit - [ ] **Growth** — USD 499 / month — up to 150 accounts — daily digest — *Growth Value Guarantee (§6.2) applies if Customer ARR ≥ USD 1M* - [ ] **Scale** — USD 999 / month — up to 500 accounts — weekly audits — 1-hour Slack SLA — quarterly strategy call Billing cycle: - [ ] Monthly - [ ] Annual *(10% discount)* ### Option B — Custom Engagement One-off bespoke audit OR annual contract above the Scale tier. Sections **3B**, **4B**, **5B** apply. | | | |---|---| | Engagement fee | USD {fee} (typically $5,000 – $25,000) | | Delivery date | {delivery_date} (typically signing + 7 calendar days) | Commitment tier: - [ ] **Tier A** — Time-only (fee $0) - [ ] **Tier B** — Refundable deposit (USD {deposit}) - [ ] **Tier C** — Net-7 invoice *(default)* - [ ] **Tier D** — Full with money-back guarantee --- ## 3A. Scope — Subscription *Applies if §2 = Option A.* Provider will deliver the recurring service described under the selected tier, including audits, insights, alerts, and other features specified on Provider's pricing page at the Effective Date. Service surfaces: - Web dashboard at strategyhero.xyz - Email notifications and reports - Slack delivery (paid tiers) - CRM notes and tasks (when Customer connects HubSpot or Salesforce) ## 3B. Scope — Custom Engagement *Applies if §2 = Option B.* Provider will deliver the following work product (the "Deliverable"): > {one_line_scope_statement} Specific success criteria, mutually defined at signing: - [ ] {criterion_1} — concrete, falsifiable, measurable - [ ] {criterion_2} - [ ] {criterion_3} Delivery format: - Written report (PDF, ~20–40 pages) - One 60-minute walkthrough call within 7 days of delivery --- ## 4A. Fees & Payment — Subscription *Applies if §2 = Option A.* | | | |---|---| | Subscription fee | USD {fee_per_period} | | Billing cycle | {Monthly / Annual} | | Payment method | Stripe (card / ACH / wire) | | Stripe checkout link | {stripe_payment_link} | **Auto-renewal.** Subscription renews automatically at the end of each billing period until Customer cancels per §5A. **Renewal notice.** Provider emails Customer 7 days before each renewal. **Late payment.** 1.5% per month on balances past 30 days due. ## 4B. Fees & Payment — Custom Engagement *Applies if §2 = Option B.* | | | |---|---| | Engagement fee | USD {fee} | | Currency | USD | Payment terms vary by commitment tier selected in §2: **Tier A — Time Commit (fee $0).** No monetary fee. Customer commits to (i) attend kickoff call within 7 days of signing, (ii) attend the delivery walkthrough call, (iii) provide honest written feedback within 14 days of delivery, (iv) grant Free-Audit marketing rights per §8. Failure to meet (i)–(iv) constitutes material breach. **Tier B — Refundable Deposit.** Deposit of USD {deposit} due on signing via Stripe. Fully refunded within 14 days if §6.3 acceptance criteria are not met, or applied against the engagement fee if Customer elects to proceed. **Tier C — Net-7 Invoice (default).** No payment at signing. Provider invoices on the Delivery date. Payment due Net-7 from invoice date. Late fee 1.5% per month after 30 days past due. **Tier D — Full with Money-Back Guarantee.** Full engagement fee due on signing via Stripe. Customer may demand 100% refund within 7 days of Delivery if §6.3 acceptance criteria are not met. Refund issued within 14 days of valid claim. All fees are exclusive of VAT, sales tax, and similar taxes; added if applicable to Customer's jurisdiction. --- ## 5A. Term & Cancellation — Subscription *Applies if §2 = Option A.* **Term.** Month-to-month, or 12 months if Annual billing was selected. Auto-renewing. **Cancellation.** Customer may cancel any time via the account dashboard or by emailing support@strategyhero.xyz. Cancellation takes effect at end of the current billing period. No pro-rata refund for unused remainder. ## 5B. Term & Termination — Custom Engagement *Applies if §2 = Option B.* **Term.** Single engagement, completed at Delivery + Walkthrough. **Termination.** Either party may terminate for material breach with 5 business days' written notice and reasonable opportunity to cure. **Customer right to terminate.** Customer may terminate before Delivery for any reason with no fee owed for work not yet delivered. --- ## 6. Guarantees ### 6.1 Satisfaction Guarantee — every paid subscription, first 30 days *Applies if §2 = Option A.* For the first 30 days of paid subscription, if Customer decides the service was not worth the fee paid, Customer may request a full refund by emailing support@strategyhero.xyz within those 30 days. No criteria. No required justification. No negotiation. Refund issued within 14 days. ### 6.2 Growth Value Guarantee — Growth tier, USD 1M+ ARR *Applies only if §2 = Option A **and** Growth tier selected **and** Customer attests below.* Customer attests that {customer_legal_entity_name}'s annualized revenue run-rate at the Effective Date is: - [ ] **USD 1,000,000 or more** — Growth Value Guarantee applies - [ ] **Below USD 1,000,000** — Growth Value Guarantee does NOT apply; §6.1 Satisfaction Guarantee still applies **Trigger.** If, by the end of the 2nd consecutive month of paid Growth subscription, Customer has not received Outputs identifying at least USD 50,000 of attributable pipeline value (defined as prevented churn risk + identified upsell opportunity + accelerated deal velocity, as documented in delivered Outputs), Customer may request a full refund of both months' fees by emailing support within 14 days of the 2nd month's billing date. Provider retains final good-faith determination of attributable value. Disputes are governed by §13. Customer may invoke either §6.1 OR §6.2 for the same fees, not both. ### 6.3 Custom Engagement Acceptance *Applies if §2 = Option B.* Within 5 business days of Delivery, Customer agrees to either (a) confirm acceptance in writing, or (b) provide specific written objections referencing the success criteria in §3B. Absent written objection within 5 business days, the Deliverable is deemed accepted. **Refund trigger.** If 2 or more success criteria are not met, as confirmed by Customer in good-faith writing within 5 business days, Provider waives 100% of the fee (Tier B/C/D) or releases Customer from the time-commit (Tier A). This is the exclusive remedy for breach. Specific performance is not available. --- ## 7. Intellectual Property **Customer Inputs.** Customer retains all rights to data and information submitted to Provider, including any CRM data accessed via authorized OAuth scopes. **Outputs delivered during paid Subscription period (§2 = Option A).** Customer owns Outputs upon payment of each invoice, for internal business use. External publication or third-party redistribution requires Provider's prior written consent for any methodology references. **Outputs of Custom Engagement (§2 = Option B).** - *Fees below USD 25,000:* Provider retains all rights. Customer receives a perpetual, worldwide, non-exclusive, non-transferable licence to use internally only. Customer may NOT publish, redistribute, or grant third-party access without Provider's prior written consent. - *Upgrade option:* Customer may upgrade to full ownership by paying the difference (USD 25,000 − fee paid) within 90 days of Delivery. - *Fees of USD 25,000 or above:* Upon payment in full, Customer owns the Deliverable with all rights to publish, share, modify, and create derivative works. **Provider Methodology.** In all cases, Provider retains all rights to its methodology, frameworks, prompts, software, agent definitions, and tooling (the "StrategyHero Methodology", including the 5-Archetype Framework and quality gates) perpetually. --- ## 8. Marketing Rights **Free Audit predecessor grant (if any).** If Customer previously received a Free Audit from Provider, the perpetual, worldwide, royalty-free right granted at that time to use Customer's name, logo, and high-level description of the Free Audit engagement in marketing materials survives this Agreement. **For this Agreement (Subscription or Custom Engagement).** Provider may NOT use Customer's name, logo, or engagement-specific details in marketing without Customer's prior written consent (email confirmation sufficient). Provider may include this engagement in anonymised customer-count or cohort metrics without naming Customer. **Sensitive-data carve-out.** Even where marketing rights exist (whether by Free Audit grant or signed consent), Provider will not publish: specific dollar figures from Customer's pipeline below an aggregated/rounded form; names of Customer's customers or prospects; internal-only documents marked confidential; or personally identifying information of Customer's employees beyond title-level descriptions. --- ## 9. Methodology Disclosure & AI Disclosure **Methodology.** The analysis uses Provider's proprietary "StrategyHero 5-Archetype Framework" (Defend / Penetrate / Scale / Fortify / Innovate), applied across MBB Growth-Share Matrix positions (Star / Question Mark / Cash Cow / Dog) with Provider's proprietary quality gates (TAM source hierarchy, temporal parity, Innovate substance, conclusion-style headers). The framework is a codified, proprietary adaptation of strategy-consulting analytical methods popularised by leading management-consulting firms. **AI use.** Provider uses Anthropic Claude AI models for data analysis and drafting. All AI-generated content is reviewed and approved by Provider's human strategists (ex-BCG team) before delivery. **Advisory disclaimer.** Outputs are decision-support material. They are NOT investment advice, legal advice, or fiduciary advice. Customer retains sole decision-making authority and responsibility for actions taken on the basis of Outputs. Customer will independently verify material factual claims before relying on them for high-stakes decisions. **Independence.** StrategyHero is independent. Provider is NOT affiliated with, endorsed by, or sponsored by The Boston Consulting Group, McKinsey & Company, Bain & Company, or any other consulting firm. References to "ex-BCG" or "MBB" describe team backgrounds, not affiliation. **EU compliance.** For EU recipients, Provider operates AI components in compliance with Regulation (EU) 2024/1689 (the "AI Act"), including transparency obligations under Article 50. EU customers may request a Data Processing Addendum based on EU Standard Contractual Clauses by emailing privacy@strategyhero.xyz. --- ## 10. Confidentiality "Confidential Information" means any non-public information disclosed in writing or orally and reasonably understood to be confidential. Both parties agree to: 1. Use Confidential Information only for purposes of this Agreement; 2. Protect it with reasonable care (and not less than the care used for one's own confidential information); 3. Disclose it only to employees or contractors who need to know and are bound by similar confidentiality obligations. **Exceptions.** Information that (i) is already public, (ii) was known before disclosure, or (iii) is required by law or court order (with prompt written notice to the other party where lawful). **Duration.** Customer's confidential information — 5 years post-termination. Provider Methodology and trade secrets — perpetual. --- ## 11. Limitation of Liability **(a) Aggregate cap.** Provider's total aggregate liability under this Agreement, regardless of legal theory, is capped at the total fees paid by Customer to Provider in the preceding 12 months, or USD 1,000, whichever is greater. **(b) Exclusion of consequential damages.** Neither party is liable for indirect, incidental, special, consequential, punitive, or exemplary damages, or for lost profits, revenue, or business opportunity. **(c) Claim window.** All claims must be filed within 90 days of the event giving rise to the claim, or are waived. **(d) Carve-outs.** The cap in (a) does NOT apply to: (i) breach of confidentiality (§10), (ii) IP indemnification (§12), (iii) willful misconduct, fraud, or gross negligence, (iv) violations of law. **(e) Exclusive remedy.** Customer's exclusive remedy for Provider's breach is refund of fees paid + termination, as described in §6. Specific performance is not available. --- ## 12. Mutual Indemnification Each party will defend, indemnify, and hold the other harmless from third-party claims arising from: 1. The indemnifying party's breach of this Agreement; 2. The indemnifying party's gross negligence, fraud, or willful misconduct; 3. Infringement of any third-party intellectual property by materials provided by the indemnifying party. Indemnification is conditioned on: - Prompt written notice of the claim; - Sole control of defense by the indemnifying party; - Reasonable cooperation from the indemnified party. --- ## 13. Governing Law & Dispute Resolution **Governing law.** This Agreement is governed by the laws of the State of Florida, USA, without regard to conflict-of-law principles. **Dispute resolution.** The parties will first attempt good-faith negotiation between authorized representatives for 30 days. If unresolved, disputes will be finally resolved by binding arbitration under the JAMS Streamlined Arbitration Rules, seated in Miami, Florida, USA, with one arbitrator. Each party bears its own fees unless the arbitrator orders otherwise. Judgment on the arbitration award may be entered in any court of competent jurisdiction. EU and UK consumer-protection rights are unaffected by this section. Nothing herein limits the right to lodge a complaint with a competent data-protection supervisory authority. --- ## 14. Data Handling Provider's handling of personal data is governed by the Privacy Policy at https://strategyhero.xyz/privacy. Customer warrants that it has the lawful basis to share any personal data of third parties as part of Customer Inputs. **CRM data (HubSpot / Salesforce) when connected.** Read-only OAuth scopes only; no bulk persistent storage; working copies are deleted within 7 days of audit run completion. **EU customers.** May request a Data Processing Addendum based on EU Standard Contractual Clauses by emailing privacy@strategyhero.xyz. --- ## 15. Independent Contractor; Miscellaneous **Independent contractor.** Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, agency, joint venture, or fiduciary relationship. Each party is responsible for its own taxes and benefits. **Entire agreement.** This Agreement, together with Provider's Terms of Service (https://strategyhero.xyz/terms), Privacy Policy, and Cookie Policy, constitutes the entire agreement between the parties. In case of conflict, the terms in this Agreement prevail over the Terms of Service. **Severability.** If any clause is held unenforceable, the rest of the Agreement remains in effect. **Assignment.** Neither party may assign this Agreement without the other's written consent, except Provider may assign in connection with a merger or acquisition. **Force majeure.** Neither party is liable for delays caused by events beyond reasonable control (acts of God, war, pandemic, infrastructure outage). **No waiver.** Failure to enforce a clause is not a waiver. **Notices.** By email — Provider: support@strategyhero.xyz. Customer: {customer_signer_email}. **Electronic signatures and counterparts.** This Agreement may be executed in counterparts and by electronic signature (including DocuSeal). Each counterpart is deemed an original. Electronic signature constitutes valid execution. **Survival.** Sections 7 (IP), 8 (Marketing Rights), 9 (Disclaimers), 10 (Confidentiality), 11 (Liability), 12 (Indemnity), and 13 (Governing Law) survive termination. --- ## Signatures **Provider** | | | |---|---| | By | _________________________________ | | Name | {provider_signer_name} | | Title | {provider_signer_title} | | Date | __________________ | **Customer** | | | |---|---| | By | _________________________________ | | Name | {customer_signer_name} | | Title | {customer_signer_title} | | Date | __________________ |