MASTER TERMS OF SERVICE AGREEMENT FOR CAREER SUPPORT SERVICES

THIS MASTER TERMS OF SERVICE AGREEMENT (the “Agreement”) is entered into by and between:

IT PROS – PHILADELPHIA, LLC (or its legal successor, “IT PROS”), a limited liability company organized under the laws of the Commonwealth of Pennsylvania, with its principal place of business at 878 W Street Road, West Chester, PA 19382, and

The Client (the “Client”), an individual who purchases or utilizes any of the Services (as defined below).

IT PROS and the Client are hereinafter collectively referred to as the “Parties” and individually as a “Party.”

RECITALS

WHEREAS, IT PROS provides professional career development and job search support services (the “Services”) through various distinct service tiers;

WHEREAS, the Client desires to engage IT PROS for one or more of these Services;

WHEREAS, the Parties intend for this Agreement to govern the provision and receipt of all Services offered by IT PROS, including the specific terms and conditions applicable to each service tier.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I: GENERAL PROVISIONS

1.1. Acceptance of Terms. The Client acknowledges and agrees that by clicking the “Pay” button, or by completing the payment process through the Stripe checkout link, the Client is electronically signing this Agreement and expressly agrees to be bound by the terms and conditions of this entire Agreement. This action constitutes the Client’s full and unconditional acceptance of these Terms of Service.

1.2. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Chester County, Pennsylvania.

1.3. Disclaimer of Guarantee. THE CLIENT ACKNOWLEDGES AND AGREES THAT IT PROS DOES NOT GUARANTEE, WARRANT, OR PROMISE ANY SPECIFIC OUTCOME, INCLUDING BUT NOT LIMITED TO, JOB PLACEMENT, INTERVIEW VOLUME, SALARY LEVEL, OR CAREER ADVANCEMENT. The Services are advisory in nature, and the ultimate success of the Client’s job search and career development rests solely with the Client.

1.4. Limitation of Liability. IN NO EVENT SHALL IT PROS BE LIABLE TO THE CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST REVENUE, OR LOST DATA, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF IT PROS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

1.5. Fair Use Policy (General). Any service tier offering “Unlimited” features is subject to a Fair Use Policy. The Services are intended for the Client’s personal career development and job search needs. IT PROS reserves the right to suspend or terminate the Services if the Client’s usage is deemed, in IT PROS’s sole but reasonable discretion, to be excessive, abusive, or materially outside the scope of typical individual career support needs.

ARTICLE II: SERVICE TIERS AND SPECIFIC TERMS

The Services are offered under four distinct tiers, each governed by the general provisions of Article I and the specific terms detailed below.

A. Fee Structure: This option is structured as an Income Share Agreement (ISA).

1.Setup Fee: A one-time setup fee of One Hundred Fifty U.S. Dollars ($150.00) is due. This fee is a deferred payment and is payable upon the Client securing a new position (the “Trigger Event”).

2.Income Share: Upon the Trigger Event, the Client agrees to pay IT PROS an amount equal to five percent (5%) of the Client’s First Year’s Salary (gross base salary, excluding bonuses, commissions, or other variable compensation).

3.Payment Schedule: The Income Share shall be payable over a period of six (6) consecutive months, commencing with the Client’s first paycheck from the new position.

4.Payment Cap: The Client’s total payment obligation under this ISA shall not exceed Five Thousand U.S. Dollars ($5,000.00), regardless of the Client’s First Year’s Salary.

B. Scope of Service: The Client receives All Features Included, which encompasses the full suite of IT PROS’s standard job search support services.

C. Termination and Refund: The $150.00 Setup Fee is non-refundable once the Services commence. The Client’s obligation to pay the Income Share is contingent upon the Trigger Event. If the Client does not secure a new position, no Income Share is due.

2.2. TIER 2: PAY NOW OPTION (MONTHLY SUBSCRIPTION)

A. Fee Structure: This option is structured as a recurring monthly subscription.

1.Monthly Fee: The Client shall pay a recurring monthly fee of Three Hundred Fifty U.S. Dollars ($350.00).

2.Payment Terms: The fee is due on the same day of each calendar month. Services will be suspended if payment is not received within five (5) days of the due date.

B. Scope of Service: The Client receives Unlimited Features, including 1:1 Consultations, Resume Revisions, LinkedIn Optimizations, Mock Interview Prep, and Offer Negotiation. This “Unlimited” provision is strictly subject to the Fair Use Policy defined in Section 1.5.

C. Termination and Refund: The Client may cancel the subscription at any time by providing written notice to IT PROS. Cancellation will be effective at the end of the current paid monthly cycle. No refunds will be issued for any partial month of service.

2.3. TIER 3: LIFETIME OPTION (ONE-TIME FEE)

A. Fee Structure: This option is structured as a one-time, non-recurring payment.

1.One-Time Fee: The Client shall pay a non-refundable fee of One Thousand Two Hundred Fifty U.S. Dollars ($1,250.00).

2.No Additional Fees: No additional fees, subscription charges, or recurring costs shall be required for the Services for the duration of the Lifetime.

B. Scope of Service: The Client receives Lifetime 1:1 Career Support, All Features Included, Unlimited 1:1 Meetings, and 24/7 Priority Support.

C. Definition of Lifetime: “Lifetime” shall mean the shorter of (a) the natural life of the Client, or (b) the period during which IT PROS (or its legal successor or assign) continues to operate as a going concern and offers career support services to the public. IT PROS reserves the right to modify or discontinue the specific “Lifetime Option” program, provided that in such an event, IT PROS shall continue to provide the Services to the Client for a period of no less than five (5) years from the date of such program discontinuation.

D. Fair Use Policy (Specific): The “Unlimited 1:1 Meetings” and “24/7 Priority Support” are subject to the Fair Use Policy (Section 1.5). Excessive or abusive usage, including but not limited to requesting meetings for third parties or utilizing support channels for non-service-related matters, may result in suspension or termination of the Services.

E. Termination and Refund: The One-Time Fee is fully earned by IT PROS upon payment and is non-refundable, regardless of the Client’s subsequent utilization of the Services or the duration of the Lifetime.

2.4. TIER 4: WHEN NEEDED OPTION (PAY-PER-MEETING)

A. Fee Structure: This option is structured as a transactional, pay-per-service model.

1.Per-Meeting Fee: The Client shall pay a fee of One Hundred Fifty U.S. Dollars ($150.00) for each individual consultation meeting or service request.

2.Payment Terms: The full fee for the service or meeting is due and payable in advance of the service being rendered or the meeting being scheduled.

B. Scope of Service: The scope of service is strictly limited to the specific, discrete service requested for the paid fee (e.g., a single 1:1 consultation, a single resume or LinkedIn review, offer review and/or negotiation, or a single mock interview). This option does not include ongoing support, priority access, or the “All Features Included” suite.

C. Cancellation and Refund: If the Client cancels a scheduled meeting with less than twenty-four (24) hours’ notice, the fee for that meeting is forfeited and non-refundable. If IT PROS cancels a meeting, the Client will receive a full refund for the fee paid for that specific meeting or the option to reschedule.

ARTICLE III: MISCELLANEOUS

3.1. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral.

3.2. Assignment. IT PROS may assign its rights and obligations under this Agreement to any successor entity or to any third party acquiring substantially all of IT PROS’s assets or business. The Client may not assign this Agreement without the prior written consent of IT PROS.

3.3. Modification. IT PROS reserves the right to modify these Terms of Service at any time. Any modifications will be effective immediately upon posting the revised Agreement on the IT PROS website. The Client’s continued use of the Services after any such modification constitutes acceptance of the revised terms.

3.4. Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

3.5. Waiver. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver of such provision or the right thereafter to enforce such provision.

3.6. Electronic Acceptance. The Client agrees that the electronic acceptance of this Agreement, including by clicking “Pay” during the checkout process, shall have the same legal force and effect as a manually executed agreement.