TERMS AND CONDITIONS

Monasmith Holdings, LLC d/b/a "The Ops Studio"

Effective Date: April 30, 2024

IMPORTANT: PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING OUR SERVICES. BY ACCESSING OR USING ANY OF THE OPS STUDIO'S SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.

1. DEFINITIONS AND INTERPRETATION

1.1 "Agreement" means these Terms and Conditions, together with any applicable Service Agreements, Statements of Work, or other written agreements executed between the parties.

1.2 "Client" means the individual or entity engaging The Ops Studio's services.

1.3 "Company" or "The Ops Studio" means Monasmith Holdings, LLC, doing business as The Ops Studio.

1.4 "Services" means all services provided by The Ops Studio, including but not limited to AI Operations Consulting, support staff placement, Operations Professional services, and any related consulting or advisory services.

1.5 "Operations Professional" or "Remote Professional" means any individual provided by The Ops Studio to perform services for the Client.

1.6 "Confidential Information" includes all non-public information, data, processes, methodologies, business plans, financial information, client lists, and any other proprietary information disclosed by either party.

2. SCOPE OF SERVICES

2.1 AI Operations Consulting Services The Ops Studio provides strategic consulting services related to artificial intelligence implementation, optimization, and operational integration, including but not limited to:

AI strategy development and implementation
Process automation consulting
AI tool evaluation and selection
Workflow optimization and design
Training and change management
Performance monitoring and analytics

2.2 Support Staff Placement Services The Ops Studio provides Operations Professional placement services, including:

Candidate sourcing, screening, and placement
Remote team management and oversight
Performance monitoring and quality assurance
Ongoing support and professional development

2.3 Service Modifications The Ops Studio reserves the right to modify, suspend, or discontinue any aspect of its services at any time with reasonable notice to the Client.

3. SERVICE ENGAGEMENT AND DURATION

3.1 Services commence upon execution of this Agreement and any applicable Service Agreement or Statement of Work.

3.2 The duration of services shall be as specified in the applicable Service Agreement. If no duration is specified, services shall continue on a month-to-month basis until terminated in accordance with Section 13.

3.3 Operations Professionals will operate under the general direction of the Client while remaining employees or contractors of The Ops Studio, subject to The Ops Studio's policies and procedures.

4. CLIENT OBLIGATIONS AND ONBOARDING

4.1 Client shall initiate the onboarding process within five (5) business days from service commencement or candidate selection.

4.2 Client agrees to provide all necessary information, access, and cooperation required for The Ops Studio to perform its services effectively.

4.3 Payment for services is due no later than two (2) business days before service commencement or as otherwise specified in the Service Agreement.

4.4 Client shall designate appropriate personnel to interface with The Ops Studio and provide clear direction regarding service expectations.

5. PAYMENT TERMS AND BILLING

5.1 All fees are due in advance and are considered earned upon receipt unless otherwise specified.

5.2 Service plans are billed according to the specified billing cycle (e.g., every 28 days) as outlined in the applicable Service Agreement.

5.3 Late payments may incur additional fees and may result in suspension or termination of services.

5.4 All fees are non-refundable except as specifically provided in Section 10.

6. HOLIDAYS AND TIME OFF

6.1 The Ops Studio observes U.S. federal holidays, Canadian federal holidays (for applicable Operations Professionals) and Philippine holidays (for applicable Operations Professionals).

6.2 Operations Professionals are entitled to paid time off as specified in their individual agreements or as required by applicable law.

6.3 Time off requests outside standard allowances require Client approval and may be unpaid.

7. DIRECT HIRING AND NON-CIRCUMVENTION

7.1 If Client directly hires any Operations Professional or engages them independently during the service period or within twelve (12) months after termination, Client shall pay The Ops Studio a placement fee equal to the greater of:

$30,000 per Operations Professional, or
Six (6) months of the applicable service fees for that Operations Professional

7.2 Client agrees not to circumvent The Ops Studio by engaging with Operations Professionals through third parties or intermediaries during the restricted period.

8. CONFIDENTIALITY AND NON-DISCLOSURE

8.1 Both parties agree to maintain the confidentiality of all Confidential Information for the duration of this Agreement and for five (5) years following termination.

8.2 Neither party shall disclose Confidential Information to third parties without prior written consent, except as required by law.

8.3 Operations Professionals are bound by separate confidentiality agreements and are subject to ongoing monitoring and oversight.

9. INTELLECTUAL PROPERTY

9.1 All work product, methodologies, processes, and deliverables created by The Ops Studio in the performance of consulting services remain the intellectual property of The Ops Studio unless otherwise agreed in writing.

9.2 Client retains ownership of its pre-existing intellectual property and data.

9.3 Any improvements, modifications, or derivatives of The Ops Studio's methodologies or AI tools developed during the engagement remain the property of The Ops Studio.

10. REFUNDS AND SERVICE GUARANTEES

10.1 All payments are non-refundable except for the initial recruitment and placement fee, which may be refunded only if:

No suitable candidates are presented within thirty (30) days of service commencement, or
All presented candidates are deemed unfit based on predetermined criteria and Action Plan

10.2 Service credits may be provided at The Ops Studio's sole discretion for documented service failures.

10.3 No refunds or credits will be provided for Client dissatisfaction or changes in business needs.

11. LIMITATION OF LIABILITY AND INDEMNIFICATION

11.1 LIMITATION OF LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE OPS STUDIO'S TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11.2 EXCLUSION OF DAMAGES IN NO EVENT SHALL THE OPS STUDIO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, BUSINESS INTERRUPTION, OR DATA LOSS.

11.3 CLIENT INDEMNIFICATION Client agrees to indemnify, defend, and hold harmless The Ops Studio from any claims, damages, losses, or expenses arising from:

Client's use of The Ops Studio's services
Breach of this Agreement by Client
Client's violation of applicable laws or regulations
Unauthorized activities by Client's personnel

11.4 Operations Professional ACTIVITIES Client acknowledges that The Ops Studio is not responsible for unauthorized activities by Operations Professionals, including but not limited to unauthorized work outsourcing, data sharing, or activities outside the agreed scope of work. Client agrees to promptly report any suspected unauthorized activities and cooperate in remedial actions.

12. WARRANTIES AND DISCLAIMERS

12.1 The Ops Studio warrants that services will be performed with professional skill and care consistent with industry standards.

12.2 EXCEPT AS EXPRESSLY PROVIDED, ALL SERVICES ARE PROVIDED "AS IS" WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

12.3 The Ops Studio does not warrant that AI recommendations or implementations will achieve specific business results or performance metrics.

13. TERMINATION

13.1 Either party may terminate this Agreement with thirty (30) days written notice.

13.2 The Ops Studio may terminate immediately upon:

Client's material breach of this Agreement
Non-payment of fees when due
Violation of conduct requirements outlined in Section 14

13.3 Upon termination, prorated refunds will be calculated based on unused service days from the effective termination date.

13.4 All confidentiality, non-circumvention, and limitation of liability provisions survive termination.

14. PROFESSIONAL CONDUCT

14.1 All parties are expected to maintain the highest standards of professional conduct.

14.2 Harassment, discrimination, abusive language, or any form of unprofessional behavior will not be tolerated.

14.3 Violation of conduct requirements may result in immediate termination without refund.

15. FORCE MAJEURE

15.1 Neither party shall be liable for delays or failures in performance due to circumstances beyond their reasonable control, including natural disasters, pandemics, government actions, or technological failures.

16. DATA PROTECTION AND PRIVACY

16.1 The Ops Studio implements appropriate technical and organizational measures to protect Client data.

16.2 Client data processing is governed by The Ops Studio's Privacy Policy and applicable data protection laws.

16.3 Client consents to the processing of personal data necessary for service delivery.

17. COMPLIANCE AND REGULATORY MATTERS

17.1 Both parties agree to comply with all applicable laws and regulations.

17.2 Client is responsible for ensuring that its use of AI tools and services complies with industry-specific regulations.

17.3 The Ops Studio reserves the right to modify services to ensure ongoing compliance with changing regulations.

18. DISPUTE RESOLUTION

18.1 Any disputes shall first be addressed through good faith negotiations.

18.2 If negotiations fail, disputes shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association.

18.3 The prevailing party in any dispute shall be entitled to recover reasonable attorney's fees and costs.

19. WAIVER AND SEVERABILITY

19.1 Waiver The Ops Studio's failure to exercise any right under this Agreement or to enforce any provision hereof shall not be deemed a waiver of such right and will not restrict The Ops Studio from exercising that right at a later time.

19.2 Severability If any provision of this Agreement is found by a court or other competent authority to be invalid, illegal, or unenforceable, the parties agree that the court should endeavor to give effect to the parties' intentions as reflected in that provision, and the other provisions of this Agreement shall remain in full force and effect.

20. GENERAL PROVISIONS

20.1 Entire Agreement This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements relating to the subject matter.

20.2 Amendment This Agreement may only be amended by written agreement signed by both parties.

20.3 Severability If any provision is deemed invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.

20.4 Governing Law This Agreement shall be governed by the laws of Washington State without regard to conflict of law principles.

20.5 Assignment Neither party may assign this Agreement without the other party's prior written consent, except that The Ops Studio may assign to affiliates or in connection with a merger or acquisition.

20.6 Notice All notices must be in writing and delivered to the addresses specified in the Service Agreement or as otherwise communicated.

21. WEBSITE USE AND AUTOMATIC SUBSCRIPTION

21.1 Automatic Acceptance By accessing, browsing, or using The Ops Studio's website or any of our digital platforms, you automatically subscribe to and agree to be bound by these Terms and Conditions and our Privacy Policy, regardless of whether you create an account, purchase services, or otherwise engage with us.

21.2 Unilateral Modification Rights The Ops Studio reserves the absolute right to revise, modify, update, or replace these Terms and Conditions at any time, in whole or in part, at our sole discretion without your consent, knowledge, or prior notification. Such changes become effective immediately upon posting on our website or digital platforms.

21.3 Continued Use Constitutes Acceptance Your continued use of our website, services, or digital platforms following any modification constitutes your binding acceptance of the revised Terms and Conditions, regardless of whether you have actual knowledge of such changes.

21.4 No Obligation to Notify While we may choose to provide notice of material changes, we are under no obligation to notify users of any modifications to these Terms and Conditions. It is your sole responsibility to regularly review the current version of these Terms and Conditions.

22. ACKNOWLEDGMENT

By engaging The Ops Studio's services, Client acknowledges that they have read, understood, and agree to be bound by these Terms and Conditions. This Agreement is effective as of the date first written above and shall remain in effect until terminated in accordance with its terms.

Monasmith Holdings, LLC d/b/a The Ops Studio | Katie@theops.studio

These terms and conditions may be updated at any time without notice. Your continued use of our website or services constitutes acceptance of any revisions.