TERMS AND CONDITIONS

B2B TERMS AND CONDITIONS

GENERAL TERMS AND CONDITIONS FOR SERVICES

These Stojo Enterprises Terms of Service (the “Terms of Service” or “Terms”) govern access to and use of the Stojo Enterprises Inc.. (“Stojo Enterprises,” “we,” or “us”) website, applications, application plugins, products, training programs and module, and other services provided by us (collectively, the “Services”). Individuals or entities who purchase products and services from Stojo Enterprises pursuant to one or more Order Forms are collectively referred to as “Clients”. Clients may be referred to in these Terms as “you” and “your” as applicable. These Terms are in addition to, and do not nullify, any other agreement between you and us or any other applicable terms and conditions found on the Services.

1. Acceptance of Terms. By using the Services, you as a Client accept and agree to follow and be bound by these Terms (whether on behalf of yourself or a legal entity you represent). You also agree to comply with all applicable laws and regulations, as well as all rules or restrictions that are posted on the Services. If you do not agree to these Terms, you are not authorized and must cease using the Services immediately
2. Eligibility. You agree that by using the Services you are at least 18 years of age and you are legally able to enter into a contract. If you are agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).
3. Services.
  1. Stojo Enterprises shall provide the Services to Client as described in an Order Form (as defined below) which, upon execution, will be incorporated and made part of these General Terms and Conditions for Services. The Order Form states the terms and conditions under which Stojo Enterprises will provide the Services included in these Terms to Client. The Order Form, together with these Terms, shall collectively be referred to herein as the “Agreement.” The Services will primarily include training and coaching programs, modules, and services for auto dealership customers. These services are intended to provide training for the auto dealerships’ sales teams to enhance their skills. Additional services may include, but are not limited to, marketing consultation, content creation, and any other services specified in the Order Form.
  2. Client acknowledges and agrees that Stojo Enterprises may use subcontractors and consultants to perform the Services to be provided under these Terms.
  3. “Order Form” shall mean the physical or electronic documents agreed upon and executed by Client that specifies the products, services, and/or solutions to be provided by Stojo Enterprises to Client, including but not limited to descriptions of such products, services, and/or solutions, pricing, payment schedules, and other relevant terms and conditions. Each Order Form shall be subject to and governed by the General Terms and Conditions for Services set forth herein. Upon execution by Client, an Order Form shall be deemed incorporated into and form an integral part of these Terms
  4. Non-Exclusive Relationship. Notwithstanding anything to the contrary contained herein, the parties expressly acknowledge and agree that these Terms do not grant any exclusive right or privilege with respect to the Services provided hereunder and does not preclude Stojo Enterprises from providing to any other party, nor does it preclude Client from obtaining from any other party, services or products that are comparable to those provided under these Terms.
  5. Cooperation of Client. Client agrees to comply with all reasonable requests of Stojo Enterprises and shall provide Stojo Enterprises’ personnel with access to all documents and facilities as may be reasonably necessary for the performance of the Services. This includes 1 ensuring their sales teams are available and prepared for training sessions. Client is also responsible for providing any necessary technology or resources required for the training sessions. Client agrees to furnish without charge adequate space at Client’s premises for use by Stojo Enterprises’ personnel while performing the Services.
  6. Customization and Flexibility.
    1. Stojo Enterprises recognizes that each auto dealership has its unique needs and objectives. To cater to these diverse requirements, Stojo Enterprises offers customization options for its Services, including but not limited to training and coaching programs, modules, and materials (“Customized Services”). The scope, nature, and extent of such Customized Services shall be determined through a collaborative process between Stojo Enterprises and Client, and shall be documented in a “Customization Addendum” to the applicable Order Form.
    2. The Customization Addendum will detail the specific Customized Services to be provided, including any modifications or special provisions to the standard Services offered by Stojo Enterprises. It will also outline any additional fees associated with these Customized Services, which shall be agreed upon by both parties.
    3. Stojo Enterprises is committed to working closely with each Client to develop and deliver Customized Services that meet the specific needs and goals of the Client’s auto dealership, ensuring that the training and coaching provided delivers maximum value and effectiveness.
  7. Implementation Support. Stojo Enterprises is committed to ensuring the effectiveness and long-term impact of the training and coaching services provided to Client. To support this commitment, the following post-training support services (“Implementation Support”) will be available to Client as part of the Services offered under these Terms.
    1. Follow-Up Sessions. Stojo Enterprises will provide follow-up sessions after the completion of the initial training and coaching programs. These sessions are designed to address any questions, review key concepts, and ensure the practical application of skills learned. The schedule and frequency of these sessions will be detailed in the Order Form
    2. Access to Online Resources. Client will have access to a range of online resources, including but not limited to, video tutorials, articles, case studies, and interactive tools. These resources are intended to supplement the training and coaching received and provide ongoing learning opportunities for Client’s sales personnel.
    3. Dedicated Support Personnel. Stojo Enterprises will allocate dedicated support personnel to assist Client with any questions or issues that may arise during the implementation of the skills and techniques learned through the Services. Contact information for the support personnel will be provided upon the commencement of the Services.
  8. The Implementation Support services are designed to ensure that Client realizes the full value of the training and coaching programs provided by Stojo Enterprises. They are part of Stojo Enterprises’ commitment to the success and satisfaction of its Clients. The specific terms, conditions, and scope of the Implementation Support services will be outlined in the Order Form and are subject to the terms and conditions of these General Terms and Conditions for Services. Cancellation /Rescheduling Fee. In the event that Client wishes to cancel or reschedule a live training session, the following terms shall apply: Client may cancel or reschedule a live training session without incurring any fees, provided that Client gives Stojo Enterprises notice of such cancellation or rescheduling at 2 least seven (7) days prior to the scheduled date of the live training session. If Client cancels or reschedules a live training session less than seven (7) days before the scheduled date, Client agrees to pay Stojo Enterprises a cancellation /rescheduling fee of Two Hundred Fifty Dollars ($250.00). This fee compensates Stojo Enterprises for the time and resources allocated to preparing for the session that could otherwise have been directed towards other client engagements. This cancellation/rescheduling fee is due and payable at the time of cancellation or rescheduling and is non-refundable.Cancellation /Rescheduling Fee. In the event that Client wishes to cancel or reschedule a live training session, the following terms shall apply: Client may cancel or reschedule a live training session without incurring any fees, provided that Client gives Stojo Enterprises notice of such cancellation or rescheduling at least seven (7) days prior to the scheduled date of the live training session. If Client cancels or reschedules a live training session less than seven (7) days before the scheduled date, Client agrees to pay Stojo Enterprises a cancellation /rescheduling fee of Two Hundred Fifty Dollars ($250.00). This fee compensates Stojo Enterprises for the time and resources allocated to preparing for the session that could otherwise have been directed towards other client engagements. This cancellation /rescheduling fee is due and payable at the time of cancellation or rescheduling and is non-refundable.

Fees. As consideration for Stojo Enterprises’ rendition of the Services, Client agrees to pay Stojo Enterprises the fees set forth in the Order Form (the “Fees”). The Fees are exclusive of taxes, levies, duties, governmental charges and expenses (with the exception of any Stojo Enterprises’ income taxes), which amounts will be billed to and paid by Client. Once payments are made, there will be no refunds for any reason.
Billing and Payment. Stojo Enterprises shall issue invoices to Client pursuant to the timetable set forth in the Order Form. Unless otherwise set forth in an Order Form, Client will pay invoices in U.S. dollars within thirty (30) days of the date of Stojo Enterprises’ invoice. Payments must be made by wire transfer, certified check, bank check or such other method as may be agreed upon by Stojo Enterprises. Client shall have no right of offset or withholding under these Terms. Any amounts not paid by Client when due shall be subject to interest charges, from the date due until paid, at the rate of one and one-half percent (1.5%) per month, or the highest interest rate allowable by law (whichever is less), payable monthly. If any amounts due to Stojo Enterprises from Client becomes past due for any reason, Stojo Enterprises may at its option and without further notice withhold further Services until all invoices have been paid in full, and such withholding of Services shall not be considered a breach or default of any of Stojo Enterprises’ obligations hereunder or under any Order Form.
Warranty. The Services provided hereunder consist of professional training, coaching, and educational services and materials. Stojo Enterprises warrants that all Services will be performed by qualified personnel with appropriate expertise in automotive sales training and coaching, in a professional and competent manner consistent with industry standards. Stojo Enterprises will comply with all applicable federal, state, and local laws and regulations in delivering the Services. While Stojo Enterprises strives to provide high-quality training content and materials designed to enhance sales performance, Client acknowledges that individual and team sales results depend on various factors beyond Stojo Enterprises’ control, including but not limited to individual effort, market conditions, and implementation of learned techniques. Therefore, Stojo Enterprises does not guarantee or warrant any specific sales results, revenue increases, or performance improvements from the Services provided.LIMITATION OF WARRANTY. THE WARRANTY SET FORTH IN THIS SECTION IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICES, TRAINING MATERIALS, OR OTHER DELIVERABLES PROVIDED UNDER THESE TERMS. STOJO ENTERPRISES DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. FOR ANY BREACH OF THE WARRANTIES SPECIFIED IN THIS SECTION, CLIENT’S EXCLUSIVE REMEDY SHALL BE, AT STOJO ENTERPRISES’ OPTION, EITHER (1) RE-PERFORMANCE OF THE NON-CONFORMING SERVICES, (2) MODIFICATION OR REPLACEMENT OF ANY DEFECTIVE TRAINING MATERIALS OR DELIVERABLES, OR (3) REFUND OF THE FEES PAID FOR THE SPECIFIC NON-CONFORMING SERVICES OR MATERIALS.
Intellectual Property Rights.
1. Stojo Enterprises Ownership. All materials, content, methodologies, training programs, presentations, videos, documents, worksheets, manuals, tools, techniques, processes, and other deliverables provided or created by Stojo Enterprises (collectively, “Training Materials”) are and shall remain the exclusive property of Stojo Enterprises. Furthermore, any improvements, modifications, enhancements, or new methodologies developed or conceived by Stojo Enterprises during the course of providing Services to Client, whether independently or through feedback and interaction with Client, shall be owned exclusively by Stojo Enterprises. This includes, but is not limited to, refinements to training techniques, enhanced methodologies, adapted teaching approaches, and any other developments that arise from the practical application of Stojo Enterprises’ training programs. All rights, title, and interest in and to the Training Materials and any such improvements, including all intellectual property rights, copyrights, trademarks, trade secrets, and proprietary information contained therein, are owned exclusively by Stojo Enterprises. No ownership of any Training Materials, improvements, or related intellectual property rights shall transfer to Client under these Terms.
2. Limited License to Client. Subject to Client’s full payment and compliance with these Terms, Stojo Enterprises grants Client a limited, non-exclusive, non-transferable, revocable license to use the Training Materials solely for Client’s internal business purposes of training its sales personnel. This license specifically prohibits Client from:
  1. Sharing, distributing, or making Training Materials available to any third parties;
  2. Copying, reproducing, or duplicating Training Materials except as necessary for internal use.
  3. Creating derivative works based on the Training Materials;
  4. Selling, reselling, sublicensing, or commercially exploiting the Training Materials;
  5. Removing or modifying any copyright notices or proprietary markings on the Training Materials;
  6. Recording, filming, or capturing any live or virtual training sessions without prior written consent.
3. License to Use Client IP. Client grants Stojo Enterprises a limited, non-exclusive license to use Client’s name, logo, and other materials provided by Client solely for the purpose of 4 customizing and delivering the Services. Any goodwill associated with such use shall inure to Client’s benefit.
4. Protection of Stojo Enterprises’ IP. Customer agrees to:
  1. Maintain the confidentiality of the Training Materials.
  2. Implement reasonable security measures to prevent unauthorized access or distribution.
  3. Ensure its employees comply with these intellectual property restrictions.
  4. Promptly notify Stojo Enterprises of any unauthorized use or infringement.
  5. Assist in preventing any misuse of the Training Materials.
5. Termination of License. Upon termination of these Terms, Customer shall:
  1. Immediately cease all use of the Training Materials.
  2. Return or destroy all Training Materials as directed by Stojo Enterprises.
  3. Certify in writing that all copies have been returned or destroyed.
  4. Ensure its employees discontinue use of any Training Materials.
6. Feedback Ownership and Use. Client acknowledges and agrees that any feedback, suggestions, comments, improvements, ideas, or other input provided by Client to Stojo Enterprises related to the Services or any other aspect of Stojo Enterprises’ business (“Feedback”) shall be the sole and exclusive property of Stojo Enterprises. Client hereby assigns to Stojo Enterprises all right, title, and interest in and to any such Feedback, including all intellectual property rights therein. Stojo Enterprises shall have the unrestricted right to use, reproduce, modify, publish, distribute, perform, display, and exploit such Feedback in any manner and for any purpose, including, but not limited to, the development, improvement, and marketing of its Services and products, without acknowledgment, compensation, or recourse to Client.

Confidentiality. The parties acknowledge that to perform the Services one party may disclose to the other confidential and/or sensitive information (“Confidential Information”). The party disclosing information is referred to as the “Disclosing Party” and the party receiving information as the “Receiving Party.” Confidential Information shall mean all information disclosed by the Disclosing Party to the Receiving Party which is non-public and either proprietary or confidential in nature and related to the Disclosing Party’s business or activities including, but not limited to, financial, legal, technical, marketing, sales and business information, which is (a) marked as confidential at the time of disclosure in writing; or (b) is identified in writing as confidential at the time of disclosure. The Receiving Party shall maintain the Confidential Information in strict confidence and limit disclosure to its employees, subcontractors, consultants and representatives who have a need to know such information to perform the Services. The Receiving Party shall only use Confidential Information in furtherance of its performance of its obligations hereunder, and not for any other purpose or for the benefit of any third party. Receiving Party’s obligations to protect the Confidential Information will survive for two years after the termination of these Terms. These confidentiality obligations shall not apply to any information which: (i) was lawfully in Receiving Party’s possession before receipt from Disclosing Party; (ii) at or after the time of disclosure, becomes generally available to the public other than through any act or omission of the Receiving Party; (iii) is developed by Receiving Party independently of any Confidential Information it receives from Disclosing Party; or (iv) Receiving Party receives from a third party free to make such disclosure without, to the best of Receiving Party’s knowledge, breach of any legal or contractual obligation. Except for Confidential Information received from the Customer, Stojo Enterprises’ use or disclosure of information relating to the development, improvement or use of any of Stojo Enterprises’ products shall not be subject to any limitation or restriction. If the Receiving Party is confronted with legal action to disclose Confidential Information it shall, unless prohibited by applicable law, provide prompt written notice to the Disclosing Party to allow the Disclosing Party an opportunity to seek a protective order or other relief it deems appropriate. If disclosure is nonetheless required, the Receiving Party shall limit its disclosure to only that portion of the Confidential Information which it is advised by its legal counsel must be disclosed. All Confidential Information shall remain the property of the Disclosing Party. All copies of Confidential Information shall be returned to the Disclosing Party promptly upon the Disclosing Party’s request or within ten (10) days of the expiration or termination of these Terms.
Indemnification. Each party (the “Indemnifying Party”) agrees to indemnify, defend and hold the other party and its affiliates and their respective officers, directors, employees and agents harmless from and against all third-party claims, losses, liabilities, damages, expenses and costs, including attorney’s fees and court costs, arising out of the Indemnifying Party’s (i) gross negligence or willful misconduct or (ii) material breach of any terms of these Terms. The Indemnifying Party’s liability under this section shall be reduced proportionally to the extent any act or omission of the other party, or its employees or agents, contributed to such liability. The party seeking indemnification shall provide the Indemnifying Party with prompt written notice of any claim and give the Indemnifying 5 Party the right to control the defense and settlement, provided that the Indemnifying Party may not settle any claim without the Indemnified Party’s prior written consent, which shall not be unreasonably withheld or delayed, and shall cooperate with the Indemnifying Party, its insurance company and its legal counsel in its defense of such claim(s). This indemnity shall not cover any claim in which there is a failure to give the Indemnifying Party prompt notice to the extent such lack of notice prejudices the defense of the claim. THIS SECTION 9 STATES THE ENTIRE OBLIGATION AND THE EXCLUSIVE REMEDIES WITH RESPECT TO THE PARTIES’ INDEMNIFICATION OBLIGATIONS PURSUANT TO THESE TERMS.
Limitation of Liability; Actions. IN NO EVENT SHALL STOJO ENTERPRISES BE LIABLE UNDER THESE TERMS TO CUSTOMER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOST BUSINESS OPPORTUNITIES, DAMAGE TO GOOD WILL OR REPUTATION, AND COSTS OF COVER, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. STOJO ENTERPRISES’ ENTIRE AGGREGATE LIABILITY FOR ANY CLAIMS RELATING TO THE SERVICES OR THESE TERMS SHALL NOT EXCEED FIVE HUNDRED DOLLARS ($500.00). THIS SECTION SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THE AGREEMENT. NO ACTION SHALL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF THESE TERMS MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION, EXCEPT FOR MONEY DUE ON AN OPEN ACCOUNT.

Term and Termination
1. Term. These Terms shall commence upon full execution of a Registration Form by the parties and will continue in effect until all Registration Forms expire or are terminated as set forth herein.
2. Termination for Breach. Either party may terminate a Registration Form at any time in the event of a breach by the other party of a material covenant, commitment or obligation under these Terms that remains uncured: (i) in the event of a monetary breach, ten (10) calendar days following written notice thereof; and (ii) in the event of a non-monetary breach after thirty (30) days following written notice thereof. Such termination shall be effective immediately and automatically upon the expiration of the applicable notice period, without further notice or action by either party. Termination shall be in addition to any other remedies that may be available to the non-breaching party.
3. Termination Without Cause. Either party may terminate the Services and any Registration Form for any reason with or without cause upon thirty (30) days’ prior written notice to the other party. In the event of termination without cause, Customer shall remain responsible for all fees through the end of the notice period, and Stojo Enterprises shall continue to provide Services during such period.
4. Obligations Upon Termination. Termination of any Registration Form for any reason shall not discharge either party’s liability for obligations incurred hereunder, or any Registration Form, and amounts unpaid at the time of such termination. Customer shall pay Stojo Enterprises for all Services rendered prior to the effective date of termination. Refunds are not available for any reason. Upon termination each party shall return the other’s Confidential Information in its possession at the time of termination. Upon the termination, Customer shall 6 promptly return to Stojo Enterprises any equipment, materials or other property of the Stojo Enterprises which are in Customer’s possession or control.

Non-Solicitation. During the term of these Terms and for one (1) year following the expiration or termination date of the Agreement, Customer agrees not directly solicit or induce any person who performs Services hereunder on behalf of Stojo Enterprises to leave the employ of Stojo Enterprises. Customer is not prohibited from responding to or hiring the Stojo Enterprises’ employees who inquire about employment on their own accord or in response to a public advertisement or employment solicitation in general.
Relationship of the Parties. The relationship of the parties hereto is that of independent contractors. Nothing in these Terms, and no course of dealing between the parties, shall be construed to create or imply an employment or agency relationship or a partnership or joint venture relationship between the parties or between one party and the other party’s employees or agents. Neither party has the authority to bind or contract any obligation in the name of or on account of the other party or to incur any liability or make any statements, representations, warranties or commitments on behalf of the other party, or otherwise act on behalf of the other. Each party shall be solely responsible for payment of the salaries of its employees and personnel (including withholding of income taxes and social security), workers compensation, and all other employment benefits.
Force Majeure. Neither party shall be liable hereunder for any failure or delay in the performance of its obligations under these Terms, except for the payment of money, if such failure or delay is on account of causes beyond its reasonable control, including civil commotion, war, fires, floods, accident, earthquakes, inclement weather, telecommunications line failures, electrical outages, network failures, governmental regulations or controls, casualty, strikes or labor disputes, pandemics, epidemics, local disease outbreaks, public health emergencies, communicable diseases, quarantines, terrorism, acts of God, or other similar or different occurrences beyond the reasonable control of the party so defaulting or delaying in the performance of these Terms, for so long as such force majeure event is in effect. Each party shall use reasonable efforts to notify the other party of the occurrence of such an event within fifteen (15) business days of its occurrence, which notice shall include a description of the force majeure event and an estimate of the length of time such event will delay or prevent performance hereunder.
Non-Disparagement. The Customer agrees to refrain from making any statements, whether written or oral, that negatively affect Stojo Enterprises’ reputation, its services, its leadership, or its employees, during the term of these Terms and for a period of two (2) years following the termination or expiration of these Terms. Similarly, Stojo Enterprises agrees to refrain from making any statements that negatively affect the Customer’s reputation, its business operations, its leadership, or its employees, during the term of these Terms and for a period of two (2) years following the termination or expiration of these Terms. This clause shall not preclude either party from providing truthful information to any court, regulatory agency, or governmental entity as required by law.
Partial Invalidity. In the event that any part or portion of these Terms is deemed to be invalid, illegal, or otherwise unenforceable: (1) the parties shall use all reasonable efforts to negotiate in good faith to amend the term to eliminate any such invalidity, illegality, or unenforceability to the extent practically possible, taking into full account their original intent when entering into these Terms; and (2) the remaining provisions of the Agreement shall continue in full force and effect.
Publicity. Subject to the confidentiality provisions set forth herein, Stojo Enterprises shall be free to disclose to the public that Client is a client of Stojo Enterprises, and may use Client’s name to make such statement.
Assignment. Neither party may assign, delegate or otherwise transfer these Terms or its obligations hereunder, in whole or in part, without the prior written consent of the other party, with such consent not to be unreasonably withheld or delayed, except that Stojo Enterprises may assign these Terms 7 without the Customer’s consent in the event of a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment or delegation in violation of this section shall be null and void. No permitted assignment or delegation will relieve the assigning party of its obligations under these Terms, and as such, the assigning party shall remain primarily liable in connection therewith.
Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and addressed to the parties at the address set forth in the applicable Registration Form or as otherwise designated by a party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or certified or registered mail (return receipt requested, postage prepaid). Except as otherwise provided in these Terms, a notice is effective only (1) upon receipt by the receiving party; and (2) if the party giving the notice has complied with the requirements of this section.
Survival. Following the termination of these Terms, any provision set forth herein which, by its very nature, is intended to survive any expiration or termination hereof, shall so survive, including without limitation, the provisions respecting ownership of work product, confidentiality, indemnification, limitation of liability, non-solicitation, accrued payment obligations, governing law and venue, and any provisions related to the payment of fees for services rendered prior to termination.
Waiver. No waiver of any term or right in these Terms shall be effective unless in writing, signed by an authorized representative of the waiving party. The failure of either party to enforce any provision of these Terms shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision or any other provision of these Terms thereafter.
Governing Law; Venue. These Terms shall be governed by the laws of the State of Florida without regard to its conflict of laws principles. The parties hereby agree that any action arising out of these Terms will be brought solely in any state or federal court located in Palm Beach County, Florida. Both parties hereby submit to the exclusive jurisdiction and venue of any such court.
Attorneys’ Fees. If either party incurs any legal fees associated with the enforcement of these Terms or any rights hereunder, the prevailing party shall be entitled to recover its reasonable outside attorney’s fees and any court, arbitration, mediation, or other reasonable litigation expenses from the other party.
Collection Expenses. If Stojo Enterprises incurs any costs, expenses, or fees, including reasonable attorney’s fees and professional collection services fees, in connection with the collection or payment of any amounts due it under these Terms, Customer agrees to reimburse Stojo Enterprises for all such costs, expenses and fees.
Counterparts. These Terms may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same instrument, without necessity of production of the others. An executed signature page delivered via facsimile transmission or electronic signature shall be deemed as effective as an original executed signature page.
Headings; Construction. The headings/captions appearing in these Terms have been inserted for the purposes of convenience and ready reference, and do not purport to and shall not be deemed to define, limit or extend the scope or intent of the provisions to which they appertain. These Terms is the result of negotiations between the parties and their counsel. Accordingly, these Terms shall not be construed 8 more strongly against either party regardless of which party is more responsible for its preparation, and any ambiguity that might exist herein shall not be construed against the drafting party.
Entire Agreement; Modification. These Terms (along with any attachments incorporated herein and Registration Forms executed between the Parties) sets forth the entire agreement between the parties with respect to its subject matter and supersedes any prior agreement or communications between the parties, whether written, oral, electronic, or otherwise, relating hereto. No change, modification, amendment, or addition of or to these Terms shall be valid unless in writing and signed by authorized representatives of both parties. Each party hereto has received independent legal advice regarding these Terms and their respective rights and obligations set forth herein. The parties acknowledge and agree that they are not relying upon any representations or statements made by the other party or the other party’s employees, agents, representatives or attorneys regarding these Terms, except to the extent such representations are expressly set forth in these Terms.

B2C TERMS AND CONDITIONS

GENERAL TERMS AND CONDITIONS FOR SERVICES

These Stojo Enterprises Terms of Service (the “Terms of Service” or “Terms”) govern access to and use of the Stojo Enterprises Inc. (“Stojo Enterprises,” “we,” or “us”) website, applications, application plugins, products, training programs and module, and other services provided by us (collectively, the “Services”). Individuals or entities who purchase products and services from Stojo Enterprises pursuant to one or more Registration Forms are collectively referred to as “Customers”. Customers may be referred to in these Terms as “you” and “your” as applicable. These Terms are in addition to, and do not nullify, any other agreement between you and us or any other applicable terms and conditions found on the Services.

Acceptance of Terms. By using the Services, you as a Customer accept and agree to follow and be bound by these Terms (whether on behalf of yourself or a legal entity you represent). You also agree to comply with all applicable laws and regulations, as well as all rules or restrictions that are posted on the Services. If you do not agree to these Terms, you are not authorized and must cease using the Services immediately.
Eligibility. You agree that by using the Services you are at least 18 years of age and you are legally able to enter into a contract.
Services.
1. Stojo Enterprises shall provide the Services to Customer as described in a Registration Form (as defined below) which, upon execution, will be incorporated and made part of these General Terms and Conditions for Services. The Registration Form states the terms and conditions under which Stojo Enterprises will provide the Services included in these Terms to Customer. The Registration Form, together with these Terms, shall collectively be referred to herein as the “Agreement.” The Services will primarily include training and coaching programs, modules, and services for individuals seeking to enhance their sales skills and capabilities. Additional services may include, but are not limited to, marketing consultation, content creation, and any other services specified in the Registration Form.
2. Customer acknowledges and agrees that Stojo Enterprises may use subcontractors and consultants to perform the Services to be provided under these Terms.
3. “Registration Form” shall mean the physical or electronic documents agreed upon and executed by Customer that specifies the products, services, and/or solutions to be provided by Stojo Enterprises to Customer, including but not limited to descriptions of such products, services, and/or solutions, pricing, payment schedules, and other relevant terms and conditions. Each Registration Form shall be subject to and governed by the General Terms and Conditions for Services set forth herein. Upon execution by Customer, a Registration Form shall be deemed incorporated into and form an integral part of these Terms.
4. Non-Exclusive Relationship. Notwithstanding anything to the contrary contained herein, the parties expressly acknowledge and agree that these Terms do not grant any exclusive right or privilege with respect to the Services provided hereunder and does not preclude Stojo Enterprises from providing to any other party, nor does it preclude Customer from obtaining from any other party, services or products that are comparable to those provided under these Terms.
5. Cooperation of Customer. Customer agrees to comply with all reasonable requests of Stojo Enterprises and shall provide Stojo Enterprises’ personnel with access to all documents and facilities as may be reasonably necessary for the performance of the Services. This includes ensuring Customer is available and prepared for training sessions. Customer is also responsible for providing any necessary technology or resources required for the training sessions. Customer agrees to furnish without charge adequate space at Customer’s premises for use by Stojo Enterprises’ personnel while performing the Services.
6. Customization and Flexibility.
  1. Stojo Enterprises recognizes that each Customer has its unique needs and objectives. To cater to these diverse requirements, Stojo Enterprises offers customization options for its Services, including but not limited to training and coaching programs, modules, and materials (“Customized Services”). The scope, nature, and extent of such Customized Services shall be determined through a collaborative process between Stojo Enterprises and Customer, and shall be documented in a “Customization Addendum” to the applicable Registration Form.
  2. The Customization Addendum will detail the specific Customized Services to be provided, including any modifications or special provisions to the standard Services offered by Stojo Enterprises. It will also outline any additional fees associated with these Customized Services, which shall be agreed upon by both parties.
  3. Stojo Enterprises is committed to working closely with each Customer to develop and deliver Customized Services that meet the specific needs and goals of the Customer’s auto dealership, ensuring that the training and coaching provided delivers maximum value and effectiveness.
7. Implementation Support. Stojo Enterprises is committed to ensuring the effectiveness and long-term impact of the training and coaching services provided to Customer. To support this commitment, the following post-training support services (“Implementation Support”) will be available to Customer as part of the Services offered under these Terms.
  1. Follow-Up Sessions. Stojo Enterprises will provide follow-up sessions after the completion of the initial training and coaching programs. These sessions are designed to address any questions, review key concepts, and ensure the practical application of skills learned. The schedule and frequency of these sessions will be detailed in the Registration Form.
  2. Access to Online Resources. Customer may have access to a range of online resources, including but not limited to, video tutorials, articles, case studies, and interactive tools. These resources are intended to supplement the training and coaching received and provide ongoing learning opportunities for Customer’s sales personnel.
8. Cancellation/Rescheduling Fee. In the event that Customer wishes to cancel or reschedule a live training session, the following terms shall apply: Customer may cancel or reschedule a live training session without incurring any fees, provided that Customer gives Stojo Enterprises notice of such cancellation or rescheduling at least seven (7) days prior to the scheduled date of the live training session. If Customer cancels or reschedules a live training session less than seven (7) days before the scheduled date, Customer agrees to pay Stojo Enterprises a cancellation/rescheduling fee of Two Hundred Fifty Dollars ($250.00). This fee compensates Stojo Enterprises for the time and resources allocated to preparing for the session that could otherwise have been directed towards other Customer engagements. This cancellation/ rescheduling fee is due and payable at the time of cancellation or rescheduling and is nonrefundable.
Fees. As consideration for Stojo Enterprises’ rendition of the Services, Customer agrees to pay Stojo Enterprises the fees set forth in the Registration Form (the “Fees”). The Fees are exclusive of taxes, levies, duties, governmental charges and expenses (with the exception of any Stojo Enterprises’ income taxes), which amounts will be billed to and paid by Customer. Once payments are made, there will be no refunds for any reason.

Billing and Payment. Payment must be made in advance for each period, such as at the beginning of the month for monthly services or at the beginning of the year for annual services, unless otherwise specified on a Registration Form. Payments can be made through wire transfer, certified check, credit card, or bank check as agreed upon by Stojo Enterprises. Please note that Customer does not have the right to withhold or offset any payments under these Terms. In the event of a past due payment, interest will be charged at a rate of one and a half percent (1.5%) per month or the highest allowable by law, payable monthly. If any payments remain unpaid, Stojo Enterprises reserves the right to withhold further services until all invoices are paid in full. This action will not be considered a breach or default of Stojo Enterprises’ obligations under these Terms or any Registration Form.
Warranty. The Services provided hereunder consist of professional training, coaching, and educational services and materials. Stojo Enterprises warrants that all Services will be performed by qualified personnel with appropriate expertise in automotive sales training and coaching, in a professional and competent manner consistent with industry standards. Stojo Enterprises will comply with all applicable federal, state, and local laws and regulations in delivering the Services. While Stojo Enterprises strives to provide high-quality training content and materials designed to enhance sales performance, Customer acknowledges that individual and team sales results depend on various factors beyond Stojo Enterprises’ control, including but not limited to individual effort, market conditions, and implementation of learned techniques. Therefore, Stojo Enterprises does not guarantee or warrant any specific sales results, revenue increases, or performance improvements from the Services provided.LIMITATION OF WARRANTY. THE WARRANTY SET FORTH IN THIS SECTION IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICES, TRAINING MATERIALS, OR OTHER DELIVERABLES PROVIDED UNDER THESE TERMS. STOJO ENTERPRISES DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. FOR ANY BREACH OF THE WARRANTIES SPECIFIED IN THIS SECTION, CUSTOMER’S EXCLUSIVE REMEDY SHALL BE, AT STOJO ENTERPRISES’ OPTION, EITHER (1) RE-PERFORMANCE OF THE NON-CONFORMING SERVICES, (2) MODIFICATION OR REPLACEMENT OF ANY DEFECTIVE TRAINING MATERIALS OR DELIVERABLES, OR (3) REFUND OF THE FEES PAID FOR THE SPECIFIC NONCONFORMING SERVICES OR MATERIALS.
Intellectual Property Rights.
1. Stojo Enterprises Ownership. All materials, content, methodologies, training programs, presentations, videos, documents, worksheets, manuals, tools, techniques, processes, and other deliverables provided or created by Stojo Enterprises (collectively, “Training Materials”) are and shall remain the exclusive property of Stojo Enterprises. Furthermore, any improvements, modifications, enhancements, or new methodologies developed or conceived by Stojo Enterprises during the course of providing Services to Customer, whether independently or through feedback and interaction with Customer, shall be owned exclusively by Stojo Enterprises. This includes, but is not limited to, refinements to training techniques, enhanced methodologies, adapted teaching approaches, and any other developments that arise from the practical application of Stojo Enterprises’ training programs. All rights, title, and interest in and 3 to the Training Materials and any such improvements, including all intellectual property rights, copyrights, trademarks, trade secrets, and proprietary information contained therein, are owned exclusively by Stojo Enterprises. No ownership of any Training Materials, improvements, or related intellectual property rights shall transfer to Customer under these Terms.
2. Limited License to Customer. Subject to Customer’s full payment and compliance with these Terms, Stojo Enterprises grants Customer a limited, non-exclusive, non-transferable, revocable license to use the Training Materials solely for Customer’s internal business purposes of training its sales personnel. This license specifically prohibits Customer from:
  1. Sharing, distributing, or making Training Materials available to any third parties;
  2. Copying, reproducing, or duplicating Training Materials except as necessary for internal use.
  3. Creating derivative works based on the Training Materials.
  4. Selling, reselling, sublicensing, or commercially exploiting the Training Materials.
  5. Removing or modifying any copyright notices or proprietary markings on the Training Materials.
  6. Recording, filming, or capturing any live or virtual training sessions without prior written consent.
3. License to Use Customer IP.Customer grants Stojo Enterprises a limited, non-exclusive license to use Customer’s name and other materials provided by Customer solely for the purpose of customizing and delivering the Services. Any goodwill associated with such use shall inure to Customer’s benefit.
4. Protection of Stojo Enterprises’ IP. Customer agrees to:
  1. Maintain the confidentiality of the Training Materials.
  2. Implement reasonable security measures to prevent unauthorized access or distribution.
  3. Ensure its employees comply with these intellectual property restrictions.
  4. Promptly notify Stojo Enterprises of any unauthorized use or infringement.
  5. Assist in preventing any misuse of the Training Materials.
5. Termination of License. Upon termination of these Terms, Customer shall:
  1. Immediately cease all use of the Training Materials.
  2. Return or destroy all Training Materials as directed by Stojo Enterprises.
  3. Certify in writing that all copies have been returned or destroyed.
  4. Ensure its employees discontinue use of any Training Materials.
6. Feedback Ownership and Use. Customer acknowledges and agrees that any feedback, suggestions, comments, improvements, ideas, or other input provided by Customer to Stojo Enterprises related to the Services or any other aspect of Stojo Enterprises’ business (“Feedback”) shall be the sole and exclusive property of Stojo Enterprises. Customer hereby assigns to Stojo Enterprises all right, title, and interest in and to any such Feedback, including all intellectual property rights therein. Stojo Enterprises shall have the unrestricted right to use, reproduce, modify, publish, distribute, perform, display, and exploit such Feedback in any manner and for any purpose, including, but not limited to, the development, improvement, and marketing of its Services and products, without acknowledgment, compensation, or recourse to Customer.
7. Testimonials and Case Studies. The Customer hereby grants Stojo Enterprises the right to use anonymized data, outcomes, and testimonials arising from the provision of Services under these Terms for marketing and promotional purposes. Prior to any use of such anonymized case studies or testimonials, Stojo Enterprises agrees to obtain written consent from the Customer, which shall not be unreasonably withheld or delayed. The scope of use shall include, but is not limited to, publication on Stojo Enterprises’ website, social media platforms, and in print materials. Stojo Enterprises shall ensure that all such uses shall be generic and sufficiently anonymized to prevent the identification of the Customer or any individual associated with the Customer, except as expressly permitted by the Customer in writing. The Customer acknowledges and agrees that this provision serves to enhance the visibility and understanding of the Services provided by Stojo Enterprises and agrees to cooperate with Stojo Enterprises in the creation and approval of such case studies or testimonials, provided that such cooperation does not unreasonably interfere with the Customer’s business operations.

Confidentiality. The parties acknowledge that to perform the Services one party may disclose to the other confidential and/or sensitive information (“Confidential Information”). The party disclosing information is referred to as the “Disclosing Party” and the party receiving information as the “Receiving Party.” Confidential Information shall mean all information disclosed by the Disclosing Party to the Receiving Party which is non-public and either proprietary or confidential in nature and related to the Disclosing Party’s business or activities including, but not limited to, financial, legal, technical, marketing, sales and business information, which is (a) marked as confidential at the time of disclosure in writing; or (b) is identified in writing as confidential at the time of disclosure. The Receiving Party shall maintain the Confidential Information in strict confidence and limit disclosure to its employees, subcontractors, consultants and representatives who have a need to know such information to perform the Services. The Receiving Party shall only use Confidential Information in furtherance of its performance of its obligations hereunder, and not for any other purpose or for the benefit of any third party. Receiving Party’s obligations to protect the Confidential Information will survive for two years after the termination of these Terms. These confidentiality obligations shall not apply to any information which: (i) was lawfully in Receiving Party’s possession before receipt from Disclosing Party; (ii) at or after the time of disclosure, becomes generally available to the public other than through any act or omission of the Receiving Party; (iii) is developed by Receiving Party independently of any Confidential Information it receives from Disclosing Party; or (iv) Receiving Party receives from a third party free to make such disclosure without, to the best of Receiving Party’s knowledge, breach of any legal or contractual obligation. Except for Confidential Information received from the Customer, Stojo Enterprises’ use or disclosure of information relating to the development, improvement or use of any of Stojo Enterprises’ products shall not be subject to any limitation or restriction. If the Receiving Party is confronted with legal action to disclose Confidential Information it shall, unless prohibited by applicable law, provide prompt written notice to the Disclosing Party to allow the Disclosing Party an opportunity to seek a protective order or other relief it deems appropriate. If disclosure is nonetheless required, the Receiving Party shall limit its disclosure to only that portion of the Confidential Information which it is advised by its legal counsel must be disclosed. All Confidential Information shall remain the property of the Disclosing Party. All copies of Confidential Information shall be returned to the Disclosing Party promptly upon the Disclosing Party’s request or within ten (10) days of the expiration or termination of these Terms.
Indemnification. Each party (the “Indemnifying Party”) agrees to indemnify, defend and hold the other party and its affiliates and their respective officers, directors, employees and agents harmless from and against all third-party claims, losses, liabilities, damages, expenses and costs, including attorney’s fees and court costs, arising out of the Indemnifying Party’s (i) gross negligence or willful misconduct or (ii) material breach of any terms of these Terms. The Indemnifying Party’s liability under this section shall be reduced proportionally to the extent any act or omission of the other party, or its employees or agents, contributed to such liability. The party seeking indemnification shall provide the Indemnifying Party with prompt written notice of any claim and give the Indemnifying 5 Party the right to control the defense and settlement, provided that the Indemnifying Party may not settle any claim without the Indemnified Party’s prior written consent, which shall not be unreasonably withheld or delayed, and shall cooperate with the Indemnifying Party, its insurance company and its legal counsel in its defense of such claim(s). This indemnity shall not cover any claim in which there is a failure to give the Indemnifying Party prompt notice to the extent such lack of notice prejudices the defense of the claim. THIS SECTION 9 STATES THE ENTIRE OBLIGATION AND THE EXCLUSIVE REMEDIES WITH RESPECT TO THE PARTIES’ INDEMNIFICATION OBLIGATIONS PURSUANT TO THESE TERMS.
Limitation of Liability; Actions. IN NO EVENT SHALL STOJO ENTERPRISES BE LIABLE UNDER THESE TERMS TO CUSTOMER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOST BUSINESS OPPORTUNITIES, DAMAGE TO GOOD WILL OR REPUTATION, AND COSTS OF COVER, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. STOJO ENTERPRISES’ ENTIRE AGGREGATE LIABILITY FOR ANY CLAIMS RELATING TO THE SERVICES OR THESE TERMS SHALL NOT EXCEED FIVE HUNDRED DOLLARS ($500.00). THIS SECTION SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THE AGREEMENT. NO ACTION SHALL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF THESE TERMS MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION, EXCEPT FOR MONEY DUE ON AN OPEN ACCOUNT.

Term and Termination
1. Term. These Terms shall commence upon full execution of a Registration Form by the parties and will continue in effect until all Registration Forms expire or are terminated as set forth herein.
2. Termination for Breach. Either party may terminate a Registration Form at any time in the event of a breach by the other party of a material covenant, commitment or obligation under these Terms that remains uncured: (i) in the event of a monetary breach, ten (10) calendar days following written notice thereof; and (ii) in the event of a non-monetary breach after thirty (30) days following written notice thereof. Such termination shall be effective immediately and automatically upon the expiration of the applicable notice period, without further notice or action by either party. Termination shall be in addition to any other remedies that may be available to the non-breaching party.
3. Termination Without Cause. Either party may terminate the Services and any Registration Form for any reason with or without cause upon thirty (30) days’ prior written notice to the other party. In the event of termination without cause, Customer shall remain responsible for all fees through the end of the notice period, and Stojo Enterprises shall continue to provide Services during such period.
4. Obligations Upon Termination. Termination of any Registration Form for any reason shall not discharge either party’s liability for obligations incurred hereunder, or any Registration Form, and amounts unpaid at the time of such termination. Customer shall pay Stojo Enterprises for all Services rendered prior to the effective date of termination. Refunds are not available for any reason. Upon termination each party shall return the other’s Confidential Information in its possession at the time of termination. Upon the termination, Customer shall 6 promptly return to Stojo Enterprises any equipment, materials or other property of the Stojo Enterprises which are in Customer’s possession or control.

Non-Solicitation. During the term of these Terms and for one (1) year following the expiration or termination date of the Agreement, Customer agrees not directly solicit or induce any person who performs Services hereunder on behalf of Stojo Enterprises to leave the employ of Stojo Enterprises. Customer is not prohibited from responding to or hiring the Stojo Enterprises’ employees who inquire about employment on their own accord or in response to a public advertisement or employment solicitation in general.
Relationship of the Parties. The relationship of the parties hereto is that of independent contractors. Nothing in these Terms, and no course of dealing between the parties, shall be construed to create or imply an employment or agency relationship or a partnership or joint venture relationship between the parties or between one party and the other party’s employees or agents. Neither party has the authority to bind or contract any obligation in the name of or on account of the other party or to incur any liability or make any statements, representations, warranties or commitments on behalf of the other party, or otherwise act on behalf of the other. Each party shall be solely responsible for payment of the salaries of its employees and personnel (including withholding of income taxes and social security), workers compensation, and all other employment benefits.
Force Majeure. Neither party shall be liable hereunder for any failure or delay in the performance of its obligations under these Terms, except for the payment of money, if such failure or delay is on account of causes beyond its reasonable control, including civil commotion, war, fires, floods, accident, earthquakes, inclement weather, telecommunications line failures, electrical outages, network failures, governmental regulations or controls, casualty, strikes or labor disputes, pandemics, epidemics, local disease outbreaks, public health emergencies, communicable diseases, quarantines, terrorism, acts of God, or other similar or different occurrences beyond the reasonable control of the party so defaulting or delaying in the performance of these Terms, for so long as such force majeure event is in effect. Each party shall use reasonable efforts to notify the other party of the occurrence of such an event within fifteen (15) business days of its occurrence, which notice shall include a description of the force majeure event and an estimate of the length of time such event will delay or prevent performance hereunder.
Non-Disparagement. The Customer agrees to refrain from making any statements, whether written or oral, that negatively affect Stojo Enterprises’ reputation, its services, its leadership, or its employees, during the term of these Terms and for a period of two (2) years following the termination or expiration of these Terms. Similarly, Stojo Enterprises agrees to refrain from making any statements that negatively affect the Customer’s reputation, its business operations, its leadership, or its employees, during the term of these Terms and for a period of two (2) years following the termination or expiration of these Terms. This clause shall not preclude either party from providing truthful information to any court, regulatory agency, or governmental entity as required by law.
Partial Invalidity. In the event that any part or portion of these Terms is deemed to be invalid, illegal, or otherwise unenforceable: (1) the parties shall use all reasonable efforts to negotiate in good faith to amend the term to eliminate any such invalidity, illegality, or unenforceability to the extent practically possible, taking into full account their original intent when entering into these Terms; and (2) the remaining provisions of the Agreement shall continue in full force and effect.
Assignment. Neither party may assign, delegate or otherwise transfer these Terms or its obligations hereunder, in whole or in part, without the prior written consent of the other party, with such consent not to be unreasonably withheld or delayed, except that Stojo Enterprises may assign these Terms 7 without the Customer’s consent in the event of a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment or delegation in violation of this section shall be null and void. No permitted assignment or delegation will relieve the assigning party of its obligations under these Terms, and as such, the assigning party shall remain primarily liable in connection therewith.
Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and addressed to the parties at the address set forth in the applicable Registration Form or as otherwise designated by a party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or certified or registered mail (return receipt requested, postage prepaid). Except as otherwise provided in these Terms, a notice is effective only (1) upon receipt by the receiving party; and (2) if the party giving the notice has complied with the requirements of this section.
Survival. Following the termination of these Terms, any provision set forth herein which, by its very nature, is intended to survive any expiration or termination hereof, shall so survive, including without limitation, the provisions respecting ownership of work product, confidentiality, indemnification, limitation of liability, non-solicitation, accrued payment obligations, governing law and venue, and any provisions related to the payment of fees for services rendered prior to termination.
Waiver. No waiver of any term or right in these Terms shall be effective unless in writing, signed by an authorized representative of the waiving party. The failure of either party to enforce any provision of these Terms shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision or any other provision of these Terms thereafter.
Governing Law; Venue. These Terms shall be governed by the laws of the State of Florida without regard to its conflict of laws principles. The parties hereby agree that any action arising out of these Terms will be brought solely in any state or federal court located in Palm Beach County, Florida. Both parties hereby submit to the exclusive jurisdiction and venue of any such court.
Attorneys’ Fees. If either party incurs any legal fees associated with the enforcement of these Terms or any rights hereunder, the prevailing party shall be entitled to recover its reasonable outside attorney’s fees and any court, arbitration, mediation, or other reasonable litigation expenses from the other party.
Collection Expenses. If Stojo Enterprises incurs any costs, expenses, or fees, including reasonable attorney’s fees and professional collection services fees, in connection with the collection or payment of any amounts due it under these Terms, Customer agrees to reimburse Stojo Enterprises for all such costs, expenses and fees.
Counterparts. These Terms may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same instrument, without necessity of production of the others. An executed signature page delivered via facsimile transmission or electronic signature shall be deemed as effective as an original executed signature page.
Headings; Construction. The headings/captions appearing in these Terms have been inserted for the purposes of convenience and ready reference, and do not purport to and shall not be deemed to define, limit or extend the scope or intent of the provisions to which they appertain. These Terms is the result of negotiations between the parties and their counsel. Accordingly, these Terms shall not be construed 8 more strongly against either party regardless of which party is more responsible for its preparation, and any ambiguity that might exist herein shall not be construed against the drafting party.
Entire Agreement; Modification. These Terms (along with any attachments incorporated herein and Registration Forms executed between the Parties) sets forth the entire agreement between the parties with respect to its subject matter and supersedes any prior agreement or communications between the parties, whether written, oral, electronic, or otherwise, relating hereto. No change, modification, amendment, or addition of or to these Terms shall be valid unless in writing and signed by authorized representatives of both parties. Each party hereto has received independent legal advice regarding these Terms and their respective rights and obligations set forth herein. The parties acknowledge and agree that they are not relying upon any representations or statements made by the other party or the other party’s employees, agents, representatives or attorneys regarding these Terms, except to the extent such representations are expressly set forth in these Terms.

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Sam Stojo