Subscription Agreement

1. Overview

This Subscription Agreement ("Agreement") governs the terms of your recurring service subscription with Ikaria Labs LLC, doing business as FinCopy Solutions ("Company," "we," "us," or "our"). This Agreement supplements the Terms of Service and Privacy Policy posted on our website at fincopysolutions.com. By paying your first invoice or otherwise engaging our subscription services, you ("Client," "you," or "your") acknowledge that you have read, understand, and agree to be bound by this Agreement.

2. Acceptance

This Agreement becomes effective upon your payment of the first invoice issued by the Company through our payment processor (currently Stripe). Payment constitutes your acceptance of the terms set forth herein. No separate signed contract is required.

3. Service Tiers

The Company offers subscription services across multiple service tiers. The specific tier, scope of deliverables, and monthly fee applicable to your engagement are set forth in your invoice and any accompanying service description provided during onboarding. The Company reserves the right to update service tier offerings, deliverables, and pricing from time to time, subject to Section 9 of this Agreement.

4. Subscription Term and Billing

4.1 Billing Cycle

Subscriptions are billed on a monthly recurring basis. Your billing date is determined by the date of your first payment. Subsequent payments are automatically processed on the same date each month via our payment processor.

4.2 Minimum Term

All subscriptions require a minimum commitment of six (6) months from the date of your first payment (the "Initial Term"). After the Initial Term, your subscription will continue on a month-to-month basis and may be canceled in accordance with Section 7. Early termination during the Initial Term is subject to Section 7.1.

4.3 Payment Method

All payments are processed through Stripe. You are responsible for maintaining a valid payment method on file. The Company does not store credit card or bank account information directly.

4.4 Late or Failed Payments

If a payment fails, the Company will make reasonable efforts to notify you and allow you to update your payment method. If payment is not received within fifteen (15) days of the billing date, the Company may suspend services until payment is made. Continued non-payment for thirty (30) days or more will be treated as cancellation by the Client.

5. Scope of Services

The deliverables and scope of work for each service tier are described in the applicable service description or onboarding documentation provided to you. The Company will perform services with reasonable skill and care consistent with industry standards. Services may include, but are not limited to: content strategy, content production, answer engine optimization, search engine optimization, AI visibility auditing, and related consulting.

6. Client Responsibilities

To enable the Company to perform services effectively, you agree to:

• Provide timely access to necessary accounts, platforms, brand materials, and information
• Designate a primary point of contact for communication and approvals
• Review and provide feedback on deliverables within a reasonable timeframe (typically five (5) business days unless otherwise agreed)
• Ensure that all materials you provide are accurate and do not infringe any third-party rights

Delays caused by the Client's failure to meet these responsibilities may affect delivery timelines. The Company is not liable for delays resulting from Client non-responsiveness or failure to provide required materials.

7. Cancellation

7.1 Cancellation by Client

You may cancel your subscription by providing written notice to the Company at least fifteen (15) days before your next billing date. "Written notice" includes email to the Company's designated contact address. If you cancel during the Initial Term, you remain responsible for all fees through the end of the six (6) month Initial Term, which will continue to be billed on your regular billing cycle. After the Initial Term, cancellation takes effect at the end of the current paid billing period. No refunds are issued for partial months.

7.2 Cancellation by Company

The Company may cancel this Agreement at any time by providing thirty (30) days' written notice to the Client. In the event of cancellation by the Company, any prepaid fees for the unused portion of the current billing period will be refunded on a pro-rata basis.

7.3 Cancellation for Cause

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any term of this Agreement and fails to cure such breach within fifteen (15) days of receiving written notice of the breach.

8. Intellectual Property

8.1 Client Deliverables

Upon full payment for the applicable billing period, the Client owns all final deliverables produced by the Company specifically for the Client during that period, including published articles, blog posts, newsletters, and similar content.

8.2 Company Tools and Methodologies

The Company retains all rights, title, and interest in its proprietary methodologies, frameworks, templates, audit tools, processes, and any pre-existing intellectual property. Nothing in this Agreement transfers ownership of the Company's proprietary assets to the Client.

8.3 Portfolio and Case Study Rights

The Company may reference the Client's name, logo, and a general description of services provided in its portfolio, marketing materials, and case studies, unless the Client provides written notice to the contrary. No confidential Client information will be disclosed without prior written consent.

9. Price Changes

The Company may adjust pricing for its service tiers at any time. For existing Clients, any price change will take effect at the start of the next billing cycle following at least thirty (30) days' written notice. If you do not agree to a price change, you may cancel your subscription in accordance with Section 7 before the new pricing takes effect.

10. Confidentiality

Each party agrees to keep confidential any proprietary or non-public information disclosed by the other party in connection with the services ("Confidential Information"). Confidential Information does not include information that is publicly available, independently developed, or rightfully obtained from a third party. Confidentiality obligations survive termination of this Agreement for a period of two (2) years.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT IN THE THREE (3) MONTHS PRECEDING THE CLAIM. THE COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, REGARDLESS OF THE THEORY OF LIABILITY.

The Company's services involve content strategy and optimization consulting. Results are influenced by many factors outside the Company's control, and the Company does not guarantee specific search rankings, traffic levels, lead generation, or revenue outcomes.

12. Indemnification

The Client agrees to indemnify, defend, and hold harmless the Company and its members, officers, employees, and agents from any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising from: (a) the Client's breach of this Agreement; (b) the Client's use of deliverables in a manner not authorized by the Company; or (c) any third-party claim that materials provided by the Client infringe upon the rights of a third party.

13. Dispute Resolution

Any dispute arising from or relating to this Agreement shall first be addressed through good-faith negotiation between the parties. If the dispute cannot be resolved through negotiation within thirty (30) days, either party may pursue binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall take place in the Commonwealth of Virginia.

14. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of laws provisions.

15. Miscellaneous

15.1 Entire Agreement

This Agreement, together with the Terms of Service, Privacy Policy, and any applicable invoice or service description, constitutes the entire agreement between the parties regarding the subscription services.

15.2 Severability

If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be modified to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

15.3 Assignment

The Client may not assign this Agreement without the Company's prior written consent. The Company may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.

15.4 Notices

All notices under this Agreement shall be in writing and sent to the email address on file for the respective party. Notices are deemed received when sent, provided no delivery failure notification is received.

15.5 Waiver

The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or the right to enforce it in the future.

16. Contact Us

For questions about this Subscription Agreement, please contact us at:

Ikaria Labs LLC d/b/a FinCopy Solutions
Email: tucker@fincopysolutions.com
Website: fincopysolutions.com