PROPEL ALLIANCE MASTER SERVICE AGREEMENT

This Master Service Agreement ("Agreement") is between Propel Alliance LLC ("Propel Alliance") and the business purchasing any Propel Alliance service ("Client"). By checking the agreement box and completing checkout, you accept this Agreement on behalf of your company and confirm you have authority to bind it. Propel Alliance services are sold business-to-business, for business purposes only.

MASTER TERMS

1. Structure of This Agreement.

This Agreement consists of these Master Terms and the Service Terms for each service Client purchases (each, a "Service"). The Service Terms for each Service appear as schedules below these Master Terms. Client is bound by the Service Terms only for the Services Client purchases. If Service Terms conflict with these Master Terms, the Service Terms control for that Service.

2. Advisory Only; Not Legal or HR Advice.

Propel Alliance provides management guidance and education. Propel Alliance is not a law firm, HR provider, PEO, or licensed professional of any kind, and nothing in any Service is legal, employment-law, tax, or compliance advice.

• Client makes all hiring, discipline, termination, compensation, and other personnel decisions. Client is solely responsible for those decisions and for complying with all employment, wage, and safety laws.
• Client should consult its own employment attorney before any termination or disciplinary action, and before acting on any matter involving discrimination, harassment, retaliation, leave, wage, or safety claims.
• Propel Alliance is not Client's employer, co-employer, or agent, and has no authority over Client's employees.
• No Service is a crisis line. For threats, violence, injuries, or other emergencies, contact law enforcement or emergency services immediately.

3. Payment and Charge Disputes.

Client authorizes Propel Alliance and its payment processor to charge the payment method on file. If a payment fails, Propel Alliance may pause access until the payment succeeds.

Client agrees to contact Propel Alliance before disputing any charge with its bank. Disputing a valid charge instead of cancelling is a breach of this Agreement. In that case, Propel Alliance may end access immediately and recover the disputed amount plus reasonable collection costs.

4. Termination by Propel Alliance.

Propel Alliance may suspend or terminate any Service immediately if Client:

• breaches this Agreement,
• fails to pay,
• disputes a valid charge,
• shares or resells any Service, or
• is abusive toward Propel Alliance personnel.

5. Submissions and Confidentiality.

Client will submit only information it has the right to share. Do not submit Social Security numbers, medical information, or other sensitive personal data. Refer to employees by first name or role where possible. Propel Alliance will keep Client's non-public business information confidential and use it only to deliver and improve the Services, except as required by law or permitted in Section 6 or the Service Terms. Client consents to Propel Alliance's use of third-party tools, including recording, transcription, and AI-assisted tools, to deliver the Services.

6. Intellectual Property.

Propel Alliance owns all frameworks, templates, scripts, videos, and written responses it provides.

• Client receives a limited, non-exclusive, non-transferable license to use these materials internally within its own company. Client may keep using materials already delivered after cancellation.
• Client may not resell, publish, or share the materials outside its company, or use them to advise other businesses.
• Propel Alliance may use anonymized, de-identified versions of submissions and responses to create educational content. That content will not identify Client or its employees without Client's consent.

7. No Guarantee of Results.

Results depend on Client's decisions, people, implementation, and market conditions, none of which Propel Alliance controls. Propel Alliance does not guarantee any outcome, including lower turnover, better performance, or higher revenue. Case studies and figures Propel Alliance shares are illustrative, not promises. THE SERVICES ARE PROVIDED "AS IS," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.

8. Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) PROPEL ALLIANCE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, EMPLOYEES, OR OPPORTUNITIES, EVEN IF ADVISED OF THEIR POSSIBILITY; AND (b) FOR ANY OTHER CLAIM, PROPEL ALLIANCE'S TOTAL LIABILITY WILL NOT EXCEED THE FEES CLIENT PAID IN THE THREE (3) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITS APPLY REGARDLESS OF THE LEGAL THEORY, WHETHER CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE.

9. Indemnification.

Client will defend, indemnify, and hold harmless Propel Alliance and its owners, employees, and contractors from all claims, damages, fines, and costs, including reasonable attorneys' fees. This covers anything arising from:

• Client's personnel decisions and actions,
• Client's business operations,
• information Client submits, or
• Client's breach of this Agreement.

10. Disputes and Governing Law.

The parties will first try to resolve any dispute in good faith for thirty (30) days after written notice. This Agreement is governed by the laws of the State of Delaware. Any legal action must be brought exclusively in the state or federal courts located in New Castle County, Delaware. To the extent permitted by law, any claim must be brought within one (1) year after it arises.

11. General.

• Entire agreement. This Agreement and the checkout page are the entire agreement for the Services and supersede all prior statements.
• Updates. Propel Alliance may update this Agreement with thirty (30) days' notice by email. No update will change a locked founding rate. Continuing to use a Service after an update takes effect means Client accepts it. Adding Service Terms for a new Service does not change the terms of any Service Client has already purchased and does not require notice.
• Severability. If any provision is unenforceable, the rest remains in effect.
• Assignment. Client may not assign this Agreement without Propel Alliance's written consent.
• Relationship. Propel Alliance is an independent contractor.
• Survival. Sections 2, 3, and 5 through 11 of these Master Terms, and any Service Terms stated to survive, survive cancellation or termination.
• Notices. Send notices to [email protected]

SCHEDULE A: MANAGER ADVISORY SERVICE TERMS

These Service Terms apply to Manager Advisory. In this Schedule A, "the Service" means Manager Advisory.

A1. The Service.

Manager Advisory is an asynchronous advisory service. Each billing month, Client may submit up to four (4) management situations through the channel Propel Alliance designates. A "situation" is one distinct management issue. Propel Alliance may count a submission covering multiple unrelated issues as more than one situation. Propel Alliance responds by recorded video, a written summary, or both, at its discretion. Unused situations expire at the end of each billing month and do not roll over. Live calls, on-site work, phone or text support, and implementation labor are not included unless agreed separately in writing.

A2. Response Time.

Propel Alliance targets a response within two (2) business days of a complete submission. Business days exclude weekends and U.S. federal holidays. If Propel Alliance misses this window, that situation does not count toward Client's monthly allotment. This is Client's sole remedy for a late response.

A3. Fees, Billing, and Founding Rate.

Fees are billed monthly in advance at the rate shown at checkout, starting on the purchase date. The subscription renews automatically each month until cancelled. Propel Alliance may change standard pricing with thirty (30) days' written notice.

Founding Rate. If Client purchased at the founding rate ($997/month), that rate is locked for as long as the subscription remains continuously active. In exchange, Client agrees to do two things:

• (a) Provide the baseline and follow-up business data Propel Alliance reasonably requests to document results, such as turnover, retention, and manager performance figures.
• (b) Allow Propel Alliance to publish a named case study and testimonial using Client's company name, owner's name, logo, and results. Client may review the case study for factual accuracy before it is published.

The founding rate ends if Client declines or fails to take part in the case study, or if the subscription is cancelled or lapses. Propel Alliance may then move Client to the current standard rate on thirty (30) days' notice. Any re-subscription is billed at the standard rate.

A4. Cancellation and Refunds.

Client may cancel at any time from its account, with no call and no notice period required. Cancellation takes effect at the end of the current billing period, and access continues until then. All fees already billed are non-refundable, including partial months and unused situations. If Client believes the Service isn't working, Client should tell Propel Alliance, and Propel Alliance will build Client a revised plan of action. This is Client's sole remedy for dissatisfaction.

A5. Termination for Convenience.

Propel Alliance may also end the Service for any other reason with notice. In that case, Propel Alliance will refund the unused portion of the current billing month.

A6. Survival.

Sections A3 (case study rights) and A4 survive cancellation or termination.