This Subscription Agreement ("Agreement") constitutes a legally binding agreement by and between Dodge Labs, LLC, a New York limited liability company (“Consultant”), and the client, whether personally or on behalf of an entity (“Client”), with regard to Client’s use of Consultant’s Advisory offering (“Service”) as defined in Section 1 below.

This Agreement supersedes and replaces any and all prior agreements, understandings, or arrangements, whether written or verbal, between the Client and the Consultant concerning the Client's use of the Service. The parties acknowledge that this Agreement constitutes the entire understanding and agreement governing the Client's use of the Service and any other matters addressed herein, effectively rendering any previous agreements null and void in relation to the Service.

Client agrees to the terms and conditions set forth in this Agreement at time of online purchase of Service, and Client desires to engage Consultant to provide the Service pursuant to the terms of this Agreement.

1. Subscription Service

Subject to the terms and conditions of this Agreement, Client engages Consultant, and Consultant hereby accepts such engagement, to perform Service on a non-exclusive basis. The Service may include but is not limited to design reviews of the Client’s existing infrastructure, systems, and technology stack; identification of potential gaps, inefficiencies, and areas for improvement; recommendations of architectural solutions and strategies to address identified issues given a set of requirements and constraints; identification of potential risks related to architectural decisions and suggestions for mitigation; advice on integrating new technologies while preserving existing investments; evaluation of the Client’s security measures and recommendations for enhancing data protection; and, ensuring that architectural recommendations align with the Client's short-term and long-term business goals.

The Client acknowledges and agrees that they are responsible for providing the Consultant with all necessary and relevant details, data, and information required for the successful performance of the Service. These details may include, but are not limited to, systems documentation, current technology infrastructure, business objectives, and any specific requirements or preferences. By furnishing the Consultant with such comprehensive and accurate information, the Client enables the Consultant to effectively assess the existing state, understand the target future state, identify potential challenges, and offer tailored recommendations. The Client further understands that the Consultant’s ability to deliver high-quality results is contingent upon the sufficiency and accuracy of the information provided. Therefore, the Client commits to collaborating proactively and transparently with the Consultant throughout the engagement, ensuring a productive and efficient partnership for achieving the desired outcomes.

2. Subscription Period

The Service shall commence on the date of purchase by the Client ("Purchase Date") and shall continue until either the Client or the Consultant cancels the Service in accordance with the terms of this Agreement. This duration is defined as the “Subscription Period”. The initial term of the Service shall be one (1) month from the Purchase Date. After the initial term, the Service shall automatically renew for successive periods of one (1) month with the then-current version of this Agreement, unless either party cancels prior to the expiration of the then-current term. The Service shall remain in effect until the end of the then-current term, provided Client has paid Fees for the then-current term, in the event of cancellation.

3. Fees and Payment

The Client acknowledges that different subscription plans may offer varying levels of access, features, or service inclusions, each corresponding to distinct pricing tiers. By selecting a particular subscription plan, the Client agrees to the corresponding amount (“Fee”) associated with that plan. The chosen plan’s Fee shall remain in effect for the Subscription Period, subject to any applicable renewal terms defined in Section 2 above. The Client may change their specific subscription plan, which will take effect upon renewal of the current term of Subscription Period.

The Client agrees to make payments to the Consultant for the Service through recurring credit card, ACH (Automated Clearing House), or mobile wallet transactions facilitated by Stripe, Inc. or a similar secure payment service (“Payment Service Provider”). By providing the necessary payment details, the Client authorizes the Consultant’s Payment Service Provider to charge the designated payment method for the Fee at the beginning of each Subscription Period’s term. The Client understands that it is their responsibility to maintain up-to-date and valid payment information with the Payment Service Provider to avoid any disruptions in the Service and to facilitate uninterrupted payments.

4. Modification of Service

Consultant reserves the right to change, alter, modify, amend, or remove Service for any reason at its sole discretion. Consultant shall provide Client written notice via email of any such changes to Service. The modifications to the Service will be effective upon the date indicated in the notice sent by the Consultant. By receiving the notice, the Client acknowledges and agrees to the updated terms and conditions, and any continued use of the Service after the effective date of the modifications shall be deemed as acceptance of the revised terms of Service by the Client.

5. Termination of Service

Either the Client or the Consultant may cancel the Service for any reason at any time by providing written notice via email to the other party. Upon receipt of such notice, the Service shall terminate at the end of the then-current term of Subscription Period. No further payments shall be due from the Client for the Service beyond the termination date.

6. Payment of Taxes

Consultant is responsible for paying all federal, state, and local income or business taxes, including estimated taxes, self-employment and any other taxes, fees, additions to tax, interest or penalties which may be assessed, imposed, or incurred as a result of the fees paid by Client to Consultant pursuant to this Agreement (“Taxes”). Consultant hereby agrees to provide Client with a properly completed and duly executed U.S. federal income tax Form W-9 establishing Consultant’s U.S. federal income tax status, if requested by Client by written notice via email.

7. Property of Consultant

Consultant maintains ownership, either solely or jointly with others, of any inventions, developments, discoveries, and trade secrets that were made by Consultant prior to this Agreement with Client. Any materials created, conceived, or developed by Consultant for others during the Subscription Period of this Agreement are not the property of Client.

8. Property of Client

Consultant agrees that all work, deliverables, and intellectual property created, developed, or produced in the course of providing the Service to the Client shall be considered "work for hire." As such, the Client shall be deemed the sole and exclusive owner of all rights, title, and interest in and to the results of the Consultant's work, including but not limited to any copyrights, trademarks, trade secrets, patents, or other intellectual property rights. Consultant acknowledges that any patents, copyrights, and trademark rights that were obtained by Client while Consultant performed Service during the Subscription Period of this Agreement shall vest solely in the Client. Client must disclose to Consultant the intent to obtain and obtainment of such patents, copyrights and trademark rights for work of Consultant, and disclosure by Client must occur prior to Consultant commencing Service for Client.

9. Independent Contractor Relationship

Client and Consultant acknowledge and agree that Consultant shall serve as an independent contractor and not an employee of Client. Client and Consultant hereby covenant with one another to treat the engagement of Consultant as that of an independent contractor, and not an employee, for all purposes, including but not limited to (1) federal, state, and local income and employment taxes, (2) workers’ compensation, health benefits, vacation pay, holiday pay, profit sharing, retirement, pension, disability benefits, or other health and welfare benefits, plans or programs sponsored by Client, and (3) insurance.

10. Exercise of Independent Judgment

Consultant is engaged by Client to exercise Consultant’s own independent and professional judgment in performing the Service. Consultant, in its sole discretion, will determine the manner, means, details, and methods used in performing the Service. Client retains no control over the manner, means, details, and methods used by the Consultant in performing the Service.

11. Confidential Information

Consultant agrees that during the Subscription Period of this Agreement and for a trailing period of 12 months after the termination or expiration of the Subscription Period, the Consultant will take all steps reasonably necessary to hold Client’s Proprietary Information (as defined below) in trust and confidence, will not use Proprietary Information in any manner or for any purpose not expressly set forth in this Agreement, and will not disclose any such Proprietary Information to any third party without first obtaining Client’s express written consent.

By way of illustration but not limitation, “Proprietary Information” includes trade secrets, inventions, and developed products. Consultant further agrees that if, due to the performance of the Service, Client considers that Consultant may obtain knowledge or access to privileged, secret or otherwise confidential technology or other information provided to Client from any other third parties under agreements, Consultant is not obligated by this Agreement to sign non-disclosure, secrecy, or confidentiality agreements related to such information with such third parties of the Client.

This obligation of confidentiality shall not apply to information that Consultant can prove by competent proof: (i) is previously known, or available, to such other party on an unrestricted and non-confidential basis; (ii) is, or becomes a part, of the public domain; or (iii) is learned by Consultant from a third party who has obtained such information free of any obligation of confidentiality.

12. Disclosure of Confidential Information

Notwithstanding the foregoing, if Consultant, or anyone to whom Consultant transmits the Client’s Proprietary Information (in accordance with this Agreement), becomes legally obligated (by oral questions, interrogations, requests for information or documents, subpoena, investigative demand or similar process) to disclose any of the Proprietary Information, Consultant will provide Client with written notice via email so that Consultant may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement.

If such protective order or other remedy is not obtained, or if the Consultant waives compliance with the provisions of this Agreement, Consultant (or such person to whom Consultant transmits Client’s Proprietary Information (in accordance with this Agreement) will furnish only that portion of the Proprietary Information which it is legally required to disclose and will exercise its diligent efforts to obtain reliable assurance, to the extent that such assurance can be obtained, that confidential treatment will be accorded the Proprietary Information.

13. Liability

Consultant and its directors, employees, members, independent contractors, or agents shall not be liable to Client or any third party for any direct, indirect, consequential, incidental, special, or punitive damages, including but not limited to lost profits, lost revenue, lost data, attorney and accounting fees, court costs, fines, forfeitures, or other damages or losses arising from Client’s use of the Service. Client acknowledges and agrees that the Service is provided on an “as-is” basis, and Consultant makes no warranties, express or implied, regarding the Service's performance, fitness for a particular purpose, or non-infringement.

Client agrees to defend, indemnify, and hold harmless Consultant and its subsidiaries, affiliates, and all respective officers, members, agents, partners, employees, and independent contractors from and against any loss, damage, liability, claim, or demand, including reasonable attorney and accounting fees and expenses, made by any third party due to or arising out of: (1) Client’s use of the Service; (2) any breach of this Agreement by Client; (3) any breach of Client’s representations and warranties set forth herein; (4) Client’s violation of the rights of any third party, including but not limited to intellectual property rights.

Notwithstanding the foregoing, Consultant reserves the right, at Client’s expense, to assume control and defense of any matter for which Client shall be required to indemnify Consultant hereunder. Client agrees to cooperate with the defense of such claims. The limitations of liability and indemnification obligations contained in this Agreement shall survive the termination or expiration of this Agreement for any reason.

14. No Authority to Bind Client

Consultant shall not have any right or authority to assume or create any obligation or responsibility, express or implied, on behalf of or in the name of Client, or to bind Client in any manner, and shall not make any contrary representation to any third party. Without in any way limiting the generality of the foregoing, Consultant shall have no right or authority to accept service of legal process on behalf of Client.

15. No Authority to Bind Consultant

Client shall not have any right or authority to assume or create any obligation or responsibility, express or implied, on behalf of or in the name of Consultant, or to bind Consultant in any manner, and shall not make any contrary representation to any third party. Without in any way limiting the generality of the foregoing, Client shall have no right or authority to accept service of legal process on behalf of Consultant.

16. Non-Exclusive Agreement

This Agreement is non-exclusive, and thus Client acknowledges that, except as otherwise provided herein, Consultant may engage in other business activities during the Subscription Period of this Agreement and may be employed or retained by others.

17. Severability

In the event that any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of this Agreement shall not in any way be affected or impaired thereby.

18. Publication

Consultant shall be entitled to publicize its relationship with Client for marketing or other purposes (including, but not limited to, social media platforms, press releases, blogs, and Consultant’s website) without the prior written consent of Client.

19. No Waiver

The failure of either party to this Agreement to enforce any of its terms, provisions, or covenants shall not be construed as a waiver of the same or of the right of such party to enforce the same. Waiver by either party hereto of any breach or default by the other party of any term or provision of this Agreement shall not operate as a waiver of any other breach or default.

20. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles that would apply the laws of another jurisdiction.

21. Notices

Client hereby consents to receive electronic communications from the Consultant, and the Client agrees that all agreements, notices, disclosures, and other communications sent via email satisfy any legal requirement that such communication be in writing. Client hereby agrees to the use of electronic signatures, contracts, orders, and other records, and to electronic delivery of notices, policies, and records of transactions initiated or completed by Consultant. Client hereby waives any rights or requirements under any statutes, regulations, rules, or ordinances, or other laws in any jurisdiction that require an original signature, or delivery or retention of non-electronic records of transactions. Client shall send any notices in relation to this Agreement via email to hello@dodgelabs.com.

22. Force Majeure

Whenever any act or thing is required of a party hereunder to be done within any specified period of time, such party shall be entitled to such additional period of time to do such act or thing as shall equal any period of delay resulting from causes beyond the control of such party, as the case may be, including, without limitation, actions of governmental agencies, and financial crises of a material nature, acts of God, acts of war, fire, explosions, terrorism, laws, proclamations, exits, ordinances or regulations, riots, earthquakes, floods or other acts nature.