Business Service Agreement (BSA)

This Agreement is made effective between SUPHEROES LLC ("Consultant") and the subscribing client ("Client"), collectively referred to as the "Parties."

1. Scope of Services:

SUPHEROES LLC agrees to provide consulting services aimed at enhancing the Client’s ability to secure and manage contracts with healthcare providers. Services provided during the trial period are limited to viewable and accessible resources within the Essentials Program membership app. Full consulting services commence upon conversion to a paid subscription and include:

- Contract Acquisition Support: Collaboration in pitching services to healthcare providers, including the development of customized pitch decks tailored to the Client's needs.

- Resource Provision: Access to the 'Scrubs to Business' Essential program and standard operational templates to facilitate contracting processes.

Post-Trial Services Include:

- Guaranteed 30-minute consultation sessions once a week, with additional sessions subject to availability but not guaranteed.

- Support for sales pitches to healthcare providers is available upon request with a 5-7 day notice; immediate support is subject to availability and cannot be guaranteed.

Trial Period Services:

During the trial period if enrolled, the Client will have access to educational material within the Essentials Program. No consulting services or additional resources are provided during the trial. The trial is meant to allow the client to get a good understanding of the program and app functionality.

2. Payment Terms:

The Client shall pay a monthly subscription fee of $298. A discounted rate of $198 applies if the subscription is activated during the initial interview or on the same day as the interview via our Trial Subscription. All subscription fees are billed monthly, are non-refundable, and is automatically processed via an online subscription platform or third party payment collection platform. The fees are subject to adjustment, but any changes will be communicated to the Client in advance through proper notice.

3. Cancellation Policy:

The Client may cancel their subscription at any time. However, all payments made are non-refundable. Services terminate immediately upon cancellation, and access to resources, including the membership app, will cease. If the trial is not cancelled before its expiration, enrollment into the paid subscription is automatic and the first month's fee becomes non-refundable.

4. Client Potential Commitments:

Upon successfully securing a contract with a healthcare provider within twelve months of enrollment, the Client agrees to enter into a Master Service Agreement with ATD Healthcare Solutions, utilizing their software and services under one of three fee structures:

- Essential: $35 per user/month.

- Standard: $5,000 one-time or $500/month plus $25 per user/month.

- Launch: $10,000 one-time or $1,000/month plus $35 per user/month.

5. Confidentiality:

Both Parties agree to maintain the confidentiality of proprietary information and to not disclose such information to any third party without the prior written consent of the other party, except as required by law.

6. Liability and Legal Disclaimer:

Neither SUPHEROES LLC nor ATD Healthcare Solutions will be liable for any claims, damages, or other liabilities arising from the Client's use of the provided information or services under this Agreement, except as required by law. The content provided through the online portal or any employee or contractor of SUPHEROES LLC is for informational purposes only and not intended as legal advice. Clients are strongly encouraged to consult with professional legal advisors and CPAs to review any decisions and documents related to their contracts and business operations.

7. Intellectual Property:

All intellectual property rights in the provided materials remain the property of SUPHEROES LLC or its licensors. The Client is granted a non-exclusive, limited license to use such materials in connection with the services provided under this Agreement.

8. Termination:

Either party may terminate this Agreement upon written notice to the other party. Upon termination, the Client’s access to services and resources may cease immediately at the sole discretion of SUPHEROES LLC.

9. Indemnification Clause:

The Client agrees to indemnify, defend, and hold harmless SUPHEROES LLC, ATD Partner Solutions, Inc., and their affiliates, officers, directors, employees, and agents from any claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from their use of the consulting services provided under this Agreement.

10. General Provisions:

This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings, both written and oral, concerning its subject matter. No modification of this Agreement shall be effective unless in writing and signed by both parties. This Agreement shall be governed by and construed in accordance with the laws of the state in which SUPHEROES LLC is registered.

Signature & Checkbox Upon Payment:

By selecting the checkbox labeled "I have read and agree to the terms and conditions of this page," the Client agrees to execute this Business Development and Service Commitment Agreement as of the date of subscription payment into the Essentials program.