This Agreement serves as the master contract for all high-level
consulting, agency services, and software licensing provided by
Starr Enterprise.
2. FEES, BILLING, AND PAYMENT TERMS
One-Time Services: Fees are due in full prior to
the commencement of work.
Recurring Services: Monthly retainer fees are
drafted automatically on the first of each month.
NEXUS Software Licensing Fees: If "NEXUS PROPERTY
CRM" is selected, Client agrees to the following dual-tiered
compensation structure: (A) A monthly recurring service fee of
Ninety-Nine Dollars and Zero Cents ($99.00 USD) for platform access
and maintenance, and (B) A Perpetual Revenue Share (Royalties) based
on the Net Profits for every real estate transaction, acquisition,
or deal managed or closed utilizing the NEXUS platform.
Payment Method and Deadlines: All revenue-sharing
payments must be calculated at the end of each calendar month and
remitted via direct deposit (ACH or Wire) no later than the fifth
(5th) business day of the following month.
Late Payments: Invoices unpaid after 10 days are
subject to a late fee of $100.00 or 10% of the balance, whichever is
greater. Starr Enterprise reserves the right to suspend all Services
and revoke software access immediately until the account is current.
3. DEFINITION OF NET PROFIT & AUDIT RIGHTS
Definition of Net Profit: For the purposes of the
NEXUS Revenue Share, "Net Profit" is strictly defined as the gross
revenue generated from a transaction minus only the verifiable,
direct, out-of-pocket costs associated with that specific deal
(e.g., purchase price, escrow fees, direct contractor labor, and
materials). General business overhead, executive salaries, and
unrelated marketing expenses are explicitly excluded from
deductions.
Audit Rights: Starr Enterprise reserves the right,
upon five (5) days' written notice, to audit Client's financial
records, settlement statements, and bank deposits to verify the
accuracy of the revenue-sharing payments. If an audit reveals an
underpayment of more than 3%, Client shall immediately remit the
discrepancy plus the full cost of the audit.
4. DEFAULT AND LIQUIDATED DAMAGES
Breach of Revenue Terms: The Parties acknowledge
that the NEXUS Software provides profound operational value and that
calculating exact future lost revenue from a breach of the perpetual
profit-sharing structure is difficult.
Liquidated Damages Clause: Should the Client fail
to make monthly revenue-sharing payments, attempt to hide profits,
or default on the financial terms of this Agreement, the licensing
agreement shall be voided. Upon such a trigger, Client shall be
strictly liable for Liquidated Damages in the amount of One Million
Dollars ($1,000,000.00 USD), due within seven (7) calendar days of
the default notice.
5. TERM AND TERMINATION
Termination for Convenience: Recurring retainers
(Marketing, Executive Access) may be canceled with 30 days' written
notice.
NEXUS Termination: The NEXUS license is perpetual
so long as the Monthly Subscription and Revenue Share are
maintained. Any modification to this structure requires sixty (60)
days' advance written notice and a formal signed Addendum.
6. INTELLECTUAL PROPERTY & CONFIDENTIALITY
Ownership: Starr Enterprise retains all rights,
titles, and interests in and to its proprietary methodologies,
frameworks, and the NEXUS software. Client is granted a
non-exclusive, non-transferable license for internal use only.
Non-Disclosure: Both Parties agree to maintain
strict confidentiality regarding financial data, strategic plans,
and proprietary software functions.
7. LIMITATION OF LIABILITY & GOVERNING LAW
Starr Enterprise's total liability under this Agreement shall not
exceed the total fees paid by Client during the three (3) months
preceding any claim. Starr Enterprise is not liable for indirect or
consequential damages. This Agreement shall be governed by the laws
of the State of Georgia. Any disputes arising from this Agreement
shall be resolved through binding arbitration or within the state or
federal courts located in Georgia.