1 Client Handbook and Contract
This document serves as a Client Handbook and Contract for services provided by IMG Funnels, LLC ("Vendor" herein) to Fake Business, LLC ("Client" herein). By signing this document, the Client agrees to the terms and conditions outlined herein.
This service delivery agreement is a legally binding contract between the Vendor and the Client for the services listed below. Herein, the terms Vendor and Client may be collectively referred to as the "Parties."
◦Software: The programs and other operating information used by a computer.
◦Software Product: Software provided by the Vendor that is either finalized or in development.
◦Prototype: An early sample, model, or release of a Product built to test a concept or process.
◦Stable: A status given to a specific version of a Product that marks that version as safe for production.
◦Release: An event that occurs when the software is deemed Stable and finalized for production.
◦Prototyping Phase: The duration of time between a contractual service agreement and the Development Phase where the Client and the Vendor define a model for a Stable Product Release.
◦Development Phase: The duration of time between the finalization of the Prototype and the Product Release when the product is not finalized (or "Stable").
The following services are governed by the terms of this service delivery agreement:
◦Software Prototyping
◦Software Development
In consideration of the services listed above, the Client shall pay the Vendor $20 per hour, weekly, on Fridays, for services provided not to exceed 20 hours. Payment for all invoices is due within 2 days of delivery unless otherwise indicated on the invoice. No refunds shall be granted for any payments made.
◦The Vendor retains all right and title to their intellectual property, including all software developed for the Client. The Client does not own any part of the software but receives a licensed version of it under the 0BSD license, allowing the Client to sell the software and permitting the Vendor to run it on their behalf.
◦The Client acknowledges that they do not own any intellectual rights to the software or any derivative works.
◦The Vendor and the Client agree to indemnify and hold one another harmless against any claims of loss or damage arising from the delivery of the services covered by this service delivery agreement.
◦The Client may cancel this service delivery agreement at any time by providing written notice to the general communications contact at the Vendor.
◦The Vendor shall be considered an independent contractor of the Client. No formal employment contract is implied or established.
◦Both the Vendor and the Client will treat all information related to this service delivery agreement as proprietary and confidential. No information shall be disclosed to third parties without approval from both the Vendor and the Client.
◦Failure to enforce or uphold any aspect of this service delivery agreement shall not be construed as a waiver of any other aspect or provision.
◦Any aspect or provision of this service delivery agreement may be amended by a written agreement signed by the Parties.
In the course of the Vendor providing services to the Client, data sharing may occur. This section outlines the terms and conditions under which data will be shared between the Vendor and the Client.
◦Confidentiality: All shared data will be treated as confidential and shall not be disclosed to any third party without prior written consent from the disclosing party.
◦Purpose: Data will only be shared for the purpose of fulfilling the obligations outlined in this contract and the Master Service Agreement.
◦Compliance: Both parties agree to comply with applicable data protection laws and regulations, including but not limited to GDPR and CCPA.
◦The Client receives a licensed version of the software and does not own the underlying data generated or processed by the Vendor's systems.
◦The Vendor retains ownership of all data generated through the use of the software, as well as any intellectual property rights associated with it.
◦The Client may request a copy of their data at any time — including, but not limited to:
-User Data
-Software Metadata
◦Both parties shall implement appropriate technical and organizational measures to ensure the security of shared data and prevent unauthorized access or loss.
◦In the event of a data breach, the affected party shall notify the other party within 72 hours and take necessary measures to mitigate any potential harm.
◦The Vendor shall retain the Client's data only as long as necessary to fulfill the purposes of the contract and comply with legal obligations.
◦Upon termination of this agreement, the Vendor shall return or securely delete the Client's data within a reasonable timeframe.
Now, therefore, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Vendor and the Client agree as follows:
The Vendor has developed a prototype of the software product as detailed in the Master Agreement ("Software Prototype" herein). The Vendor shall deliver the Software Prototype to the Client on 6/5/2025.
The Client shall have a period of 7 calendar days from the Delivery Date to test and evaluate the Software Prototype ("Acceptance Testing Period" herein). The Client shall promptly notify the Vendor in writing of any defects, errors, or discrepancies discovered during the Acceptance Testing Period.
The Client hereby acknowledges that any developer who completes a User Acceptance Test ("UAT" herein) on software that they participated in the development thereof shall be considered unqualified, and their test results are considered invalid.
The Software Prototype shall be deemed accepted by the Client if it meets the acceptance criteria defined in Exhibit A attached hereto.
If the Software Prototype meets the acceptance criteria, the Client shall provide written acceptance to the Vendor within 7 calendar days from the Delivery Date.
If the Software Prototype does not meet the acceptance criteria, the Client shall provide written notice to the Vendor specifying the reasons for rejection. The Vendor shall use commercially reasonable efforts to correct the identified issues within 3 calendar days from the receipt of the rejection notice.
Upon acceptance of the Software Prototype, the Client shall pay the fees for the software development services as specified in the Master Agreement.
Both parties agree to maintain the confidentiality of all information and materials provided to each other in connection with this Agreement, as outlined in the confidentiality provisions of the Master Agreement.
This Agreement shall be governed by and construed in accordance with the laws of the State of Alabama.
Fake Business, LLC
TaskStream
A publicly accessible software application that completes the functionality described in Exhibit A.
TaskStream is an all-in-one task management and productivity tool designed for teams and individuals who juggle multiple projects. The software streamlines workflows by integrating task tracking, team communication, and project timelines into a seamless, easy-to-use interface. By combining advanced AI features and real-time collaboration tools, TaskStream ensures that deadlines are met, priorities are clear, and productivity is maximized.
With a sleek dashboard, users can view, assign, and track tasks in real time, set project milestones, and generate progress reports. Integrated AI suggests task priorities based on deadlines, workload, and past behavior. Additionally, TaskStream supports voice commands and smart notifications to keep teams updated without interrupting their workflow.
1. Core Dependencies
• Express Documentation
• Socket.io GitHub Repo
• Passport.js Documentation
• Bcrypt GitHub Repo
2. Prisma ORM (SQL + NoSQL)
• Prisma Documentation
• MongoDB Prisma Support
• Prisma PostgreSQL Connector
• Prisma MySQL Connector
3. AI and Task Prioritization
• Brain.js GitHub Repo
• Natural GitHub Repo
4. Caching and APIs
• Redis Node.js Client GitHub Repo
• Axios GitHub Repo
• Google APIs Node.js Client Library
The Vendor agrees to deliver the following services ("Services") for the Client:
◦Software Development for Exhibit A: "TaskStream"
Prototype Acceptance Agreement: Please refer to §4.
This Contract shall commence on the date of signing and extends the terms of the Master Service Agreement ("Master Service Agreement").
Master Service Agreement: Please refer to §2.
The Vendor agrees to deliver the following deliverables to the Client:
The final software product as defined in the Prototype Acceptance Agreement (see §3.1 Services) within the timeline (see §5.4 Timeline) as managed by the Vendor, commencing upon the signing of this Contract.
Tasks are organized into scheduled events based on the Client's allocated hours per week, as outlined in the Master Service Agreement. Each scheduled event includes specific tasks to be completed within the allocated time frame.
◦Flexibility and Efficiency: Completion of tasks within each event is prioritized to streamline the project workflow and minimize unnecessary documentation.
◦Continuity of Work: Tasks not completed within the scheduled event are carried over to subsequent events to ensure continuity and avoid inefficiencies.
◦Focus on Profitability: The primary objective of this approach is to achieve profitability by optimizing resource allocation and project management practices.
Notice: Please be advised that extended or comprehensive timelines, deadlines, and/or milestones are not included in this agreement. Should the Client require those resources, the Vendor will prepare a Scrum Contract outlining the necessary services for their development.
The Client agrees to:
◦Provide all necessary information and resources required by the Vendor to complete the Services.
◦Make timely payments as outlined in the Master Service Agreement.
By signing this document, the Client acknowledges and accepts the responsibility for any additional requests for changes or modifications to the software product post-development. These requests shall be documented in writing, and the Vendor shall evaluate the feasibility and provide a new timeline and cost estimate.
Severity Levels: Incidents will be classified into the following severity levels:
◦Critical (Severity 1): Complete service outage affecting all users. Response time: 1 hour.
◦High (Severity 2): Major functionality is impacted for multiple users. Response time: 4 hours.
◦Medium (Severity 3): Non-critical issue affecting a single user. Response time: 1 business day.
◦Low (Severity 4): General inquiries or requests for information. Response time: 2 business days.
The Vendor aims for 99.9% uptime for all managed services. Scheduled maintenance will be communicated to the Client at least 48 hours in advance.
Permission to use, copy, modify, and/or distribute this software for any purpose with or without fee is hereby granted.
THE SOFTWARE IS PROVIDED “AS IS” AND THE AUTHOR DISCLAIMS ALL WARRANTIES WITH REGARD TO THIS SOFTWARE INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS. IN NO EVENT SHALL THE AUTHOR BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THIS SOFTWARE.
