Service Agreement & Resource Reservation

By submitting payment and providing your electronic signature, Client agrees to the following terms. This payment constitutes a binding service agreement between Client and Closing Day Agency, d/b/a Qinary ("Company"). Your typed name above serves as your legally binding electronic signature under the ESIGN Act and UETA.

Upon execution of this agreement, a dedicated team is assembled and assigned exclusively to Client's account. All fees are billed in advance to reserve team capacity and production resources. Payment is due in full regardless of utilization. Non-participation, including missed meetings, unanswered communications, delayed approvals, or failure to submit required materials, does not constitute grounds for cancellation, pause, credit, or refund.

Recurring Billing & Cancellation

Client authorizes Company to automatically charge the saved payment method on a recurring basis at the interval selected at checkout (monthly or quarterly) until canceled. Subscriptions renew automatically at the end of each billing period. To cancel, Client must provide 30 days written notice prior to the next billing date. All amounts previously charged are non-refundable and non-transferable. No partial-period refunds will be issued upon cancellation.

Payment Terms

Where a quarterly pay-in-full option is selected, the full quarterly amount is charged immediately and recurs every three months. Where a monthly option is selected, the monthly amount is charged immediately and recurs each month. Client authorizes Company to automatically charge the saved payment method for each scheduled payment. All amounts paid under this engagement are non-refundable and non-transferable.

Confidentiality & Non-Disclosure

Both parties agree to maintain strict confidentiality of all proprietary information disclosed during the engagement. "Confidential Information" includes, without limitation: Client's customer data, sales records, pricing, business strategies, and CRM contents; and Company's methodologies, tools, AI processes, proprietary systems, and internal workflows. Neither party shall disclose, reproduce, or use the other party's Confidential Information for any purpose outside the scope of this engagement without prior written consent. This obligation survives termination of the agreement for a period of two (2) years.

System Access & Modification

Client grants Company administrative access to Client's designated software platforms (including but not limited to CRM systems, analytics tools, and third-party integrations) solely for the purpose of performing the agreed-upon services. Company will exercise reasonable care when modifying system configurations, data architecture, workflows, and automations. Company's liability for system modifications is limited to correcting any issues directly caused by Company's work. Company is not responsible for pre-existing data quality issues, prior misconfigurations, or system states that existed before the engagement began.

Third-Party Platform Dependency

Services may depend on third-party platforms (e.g., HubSpot, Stripe, Google Workspace) that are outside Company's control. Company is not liable for service interruptions, API changes, feature deprecations, pricing changes, or data loss caused by third-party platform providers. If a third-party change materially impacts deliverables, Company will work with Client to identify alternatives, but is not obligated to rebuild or redesign at no additional cost.

Data Ownership & Intellectual Property

Client retains full ownership of all Client data, including customer records, contact lists, sales data, and any data generated within Client's own platforms. Company retains ownership of its proprietary methodologies, portal source code, automation templates, AI prompts, and internal tools developed independently of this engagement. Custom deliverables built specifically for Client (dashboards, reports, CRM configurations, workflow automations) are licensed to Client for use during and after the engagement. Company retains the right to showcase non-confidential aspects of the work in portfolio, case studies, and promotional materials unless Client provides written objection within 30 days of project completion.

Data Security & Backup

Company will handle all Client data in accordance with reasonable industry security practices. Company will take reasonable precautions (including data exports or snapshots where feasible) before making major architectural changes to Client's systems. However, Client is ultimately responsible for maintaining independent backups of their own data and systems. Company is not liable for data loss resulting from Client's failure to maintain adequate backups, third-party platform failures, or circumstances beyond Company's reasonable control.

Limitation of Liability

Company is not liable for indirect, incidental, consequential, or punitive damages, including but not limited to lost revenue, lost data, lost profits, or business interruption, arising from or related to this engagement. Company's total aggregate liability under this agreement shall not exceed the total fees paid by Client during the three (3) months immediately preceding the claim. Services are provided on a best-effort basis and no specific results, performance metrics, or revenue outcomes are guaranteed.

Indemnification

Each party agrees to indemnify and hold harmless the other party from any third-party claims, damages, or expenses (including reasonable attorney fees) arising from the indemnifying party's breach of this agreement, negligence, or willful misconduct.

Refunds

Closing Day Agency, d/b/a Qinary, does not issue refunds under any circumstances. Payment of any invoice constitutes acceptance of these terms.