Terms of Service

Terms of Service

Last Updated: November 11, 2025

These Terms of Service ("Terms") govern your use of Sockly's website
and services. By using our website or services, you agree to these Terms.

If you don't agree, don't use our services.

1. SERVICES

Sockly provides operational infrastructure services, including:

• System audits and consultations

• Automated system design and deployment

• System integration and optimization

• Ongoing support and maintenance

Specific services, scope, pricing, and deliverables are defined in
individual service agreements signed with clients.

2. WEBSITE USE

You may use our website to:

• Learn about our services

• Book system audits

• Subscribe to our newsletter

• Contact us with questions

You may not:

• Use our website for illegal purposes

• Attempt to hack, breach, or damage our systems

• Copy, reproduce, or distribute our content without permission

• Impersonate Sockly or misrepresent your relationship with us

3. SYSTEM AUDITS

System audits are:

• Complimentary 15-minute consultations

• For qualified businesses only

• Non-binding (no obligation to purchase)

• Subject to availability

We reserve the right to decline audits if we determine we're not
a good fit for your needs.

4. CLIENT SERVICES

For paying clients, services are governed by:

• Individual service agreements

• Statement of Work (SOW) documents

• These Terms of Service

In case of conflict, the service agreement takes precedence.

5. PAYMENT TERMS

Setup & Implementation Fees:

• Amount: As defined in your Service Agreement (typically $5,000 - $12,000).

• Due Date: 100% due upon signing to reserve your build slot.

• Refund Policy: Strictly non-refundable. This fee covers the intellectual property, architecture design, and "72-Hour Build" reservation. Once we reserve your slot, we turn away other business.

Monthly Fees:

• Due on the 1st of each month via mandatory autopay

• Billed in advance for the full month

• Non-refundable (no pro-rating)

• Payment methods: Credit card or ACH (autopay required)

If payment fails:

• All services and system access automatically pause at 11:59 PM on the 1st

• $150 reactivation fee plus outstanding balance required to resume service

• Systems routed through Sockly infrastructure (Zapier, Instantly, etc.)
  are immediately disconnected

• No grace period

Annual Contracts:

• Clients may prepay for 12 months

• Receive discount for annual commitment

• Non-refundable, no exceptions

Late Payments Beyond 15 Days:

• Services terminated immediately

• Full balance due immediately

• Collections fees and legal costs added to outstanding balance

• Client must rebuild any lost functionality at their own expense

Price Changes:

• Sockly may increase prices with 60 days notice

• Existing contracts honored through current term

• Price increases apply on renewal

Refunds:

• All fees (Setup, Monthly, Annual) are non-refundable, no exceptions

• You are paying for our time, architecture, and expertise, which are
  rendered immediately upon engagement

5B. PERFORMANCE-BASED PRICING

For qualified clients, Sockly may offer performance-based pricing
structures in addition to or in place of standard monthly fees.

Revenue Share:

• Sockly may receive percentage of incremental revenue generated
  by systems

• Calculated quarterly based on before/after metrics

• Payable within 30 days of quarter end

• Minimum term: 12 months

Cost Savings Share:

• Sockly may receive percentage of documented cost savings

• Based on operational expenses reduced by systems

• Calculated and paid quarterly

• Client must provide financial documentation

Success Fees:

• One-time fees tied to specific milestones

• Examples: Revenue targets, cost reduction goals, capacity increases

• Terms defined in service agreement

• Payable within 30 days of achievement

Equity/Warrants (for high-growth companies):

• Sockly may accept equity in lieu of or in addition to cash fees

• Terms negotiated individually

• Subject to standard vesting and terms

Performance pricing requires:

• Transparent reporting and data access

• Defined measurement methodology

• Quarterly reconciliation

• Audit rights for Sockly

Clients cannot terminate performance-based agreements to avoid
payments. Obligations survive termination for the duration of
the benefit period.

6. CANCELLATION & TERMINATION

Month-to-Month Clients:

• May cancel with 60 days written notice

• Services continue through notice period

• No refunds for notice period or prior months

• Final invoice due immediately upon notice

Annual Contract Clients:

• May cancel with 90 days written notice

• Remaining contract balance due immediately upon cancellation

• OR pay 50% of remaining balance as early termination fee

• No refunds for services already delivered

Performance-Based Agreements:

• Cannot be terminated during initial 12-month term

• After 12 months: 90 days notice required

• Performance obligations survive termination

• Sockly entitled to revenue share/success fees for 12 months
  post-termination if systems remain in use and generating results

What Happens Upon Cancellation:

Sockly will provide:

• 30 days of transition support

• Documentation of system architecture and workflows

• Data export assistance

Sockly will immediately disconnect:

• All systems routed through Sockly's proprietary accounts
  (Zapier, Make, Instantly, etc.)

• Ongoing support and maintenance

• Access to Sockly's monitoring and optimization services

• System credentials to Sockly-managed tools

Sockly-Managed Infrastructure: Please note: The Sockly Engine™ relies on our proprietary master accounts for key functions (e.g., OpenAI API relays, Zapier pathing, Clay enrichment). These functions will cease immediately upon termination. We do not transfer these master accounts. You will need to rebuild these specific logic layers in your own accounts.

Client is responsible for:

• Rebuilding any lost functionality

• Migrating systems to their own accounts

• Maintaining systems without Sockly support

Sockly will NOT provide:

• Source code or proprietary templates

• Training for replacement vendors

• Continued access to Sockly methodologies

• Free consulting on system rebuilding

Sockly may terminate immediately if:

• Client is 15+ days past due on payments

• Client violates these Terms

• Client requests illegal or unethical work

• Client breaches confidentiality obligations

• Client modifies systems without written consent

Upon Sockly-initiated termination:

• All fees become immediately due

• All Sockly-managed infrastructure disconnected immediately

• No refunds provided

• Client must cease using Sockly methodologies and templates

Post-Termination Data:

• Client has 30 days to export data

• After 30 days, Sockly may delete all client data

• Sockly is not responsible for data loss after termination period

Confidentiality:

• Confidentiality obligations survive indefinitely

7. INTELLECTUAL PROPERTY & CLIENT LICENSE

7.1. Sockly's Intellectual Property

Sockly retains 100% ownership of:

• All methodologies, frameworks, and processes (the "Sockly Engine")

• Pre-existing templates and libraries

• Proprietary workflows and automation architectures

• Documentation, playbooks, and training materials

• The Sockly brand, logo, and marketing materials

This is the "recipe"—the knowledge and process used to build your system.

7.2. Client's Intellectual Property

Client retains 100% ownership of:

• Their business data

• Customer information

• Proprietary business processes

• Pre-existing systems and tools

7.3. The Deployed System (The "Final Build")

Upon full payment of the Setup Fee, Client receives a perpetual,
non-exclusive, non-transferable license to use the specific deployed
system (the "Final Build") for their internal business operations only.

This is the "meal"—the specific instance of the system built for you.

Client may NOT:

• Resell, redistribute, or sublicense the system

• Reverse engineer Sockly's methodologies

• Use Sockly's templates to build systems for other businesses

• Share Sockly's proprietary processes with competitors or other vendors

7.4. Ongoing Access & Support

The license to use the Final Build does NOT include:

• Ongoing support and maintenance (requires active Monthly Fee)

• Updates and optimizations (requires active Monthly Fee)

• Access to Sockly-managed infrastructure (Zapier, Instantly, etc.)

• Use of Sockly's proprietary accounts and tools

These terminate immediately upon non-payment or cancellation.

7.5. Sockly's Usage Rights

Sockly may:

• Use anonymized data to improve our methodologies

• Reuse templates and frameworks across multiple clients

• Reference clients in case studies (with written permission)

• Create derivative systems using similar architectures

• Build productized versions of custom solutions

7.6. Upon Termination

Client's license to use the Final Build continues (it's in their accounts).

However:

• All Sockly-managed infrastructure is disconnected

• All support and optimization ceases

• Client must maintain systems independently

• Client may not use Sockly methodologies to build new systems

8. CONFIDENTIALITY

We keep confidential:

• Your business information

• Financial data

• Strategic plans

• System architecture

• Customer data

We may disclose confidential information only when:

• Required by law

• Necessary to deliver services

• You give explicit permission

Both parties' confidentiality obligations survive indefinitely.

9. WARRANTIES AND PERFORMANCE GUARANTEE

9.1. "As Is" Service

Sockly's services are provided "as is." We disclaim all warranties,
express or implied, EXCEPT for the specific Performance Guarantee
outlined in your signed Service Agreement.

9.2. The Performance Guarantee

Your Service Agreement contains a specific "Performance Guarantee." Unless otherwise specified in your SOW, our standard guarantee for the Sockly Engine™ is:

"We guarantee to generate opportunities (booked appointments or qualified leads) equal to at least 3X your Monthly Retainer value within the first 90 days of launch."

This aligns our incentives with your revenue growth.

9.3. Guarantee Conditions

The Performance Guarantee is valid ONLY if Client:

1. Follows the "Client Playbook" provided by Sockly

2. Maintains an active, paid-in-full account

3. Does not modify systems without Sockly's written consent

4. Provides timely access to necessary data and systems

5. Responds to Sockly requests within 48 hours

If these conditions are not met, the Performance Guarantee is void.

9.4. Guarantee Remedy

If Sockly fails to meet the Performance Guarantee AND Client has met
all conditions, the remedy is specified in the Service Agreement
(typically: additional service time at no charge until guarantee is met).

The remedy specified in the Service Agreement is Client's SOLE remedy
for failure to meet the Performance Guarantee.

9.5. What We Don't Guarantee

Beyond the specific Performance Guarantee, Sockly does NOT guarantee:

• Specific revenue or profit increases

• Zero system downtime or errors

• Third-party service performance (Zapier, Airtable, etc.)

• Results that depend on factors outside Sockly's control

• Outcomes if Client does not follow the Client Playbook

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10. . LIMITATION OF LIABILITY

To the maximum extent permitted by law:

Sockly's total liability for any claim is limited to the amount you
paid us in the 12 months prior to the claim.

We are not liable for:

• Indirect, incidental, or consequential damages

• Lost profits, revenue, or business opportunities

• Data loss (you're responsible for backups)

• Third-party service failures

• Events outside our reasonable control

• Damages arising from Client's failure to follow our recommendations

This limitation applies even if we've been advised of the possibility
of such damages.

The remedies in Section 9.4 (Performance Guarantee) are Client's
sole and exclusive remedies.

11. . INDEMNIFICATION

You agree to indemnify and hold Sockly harmless from claims arising
from:

• Your use of our services

• Your violation of these Terms

• Your violation of any third-party rights

• Content or data you provide to us

• Your modification of systems without our consent

12. ;DISPUTE RESOLUTION

If we have a dispute, we agree to:

1. First, try to resolve it directly (email hello@sockly.ai)

2. If that fails, try mediation

3. If that fails, binding arbitration

Arbitration:

• Conducted by single arbitrator

• Under rules of the American Arbitration Association

• Location: Fulton County, Georgia

• Each party pays their own costs

• No class actions allowed

You waive the right to sue in court or participate in class actions.

13. GOVERNING LAW

These Terms are governed by the laws of the State of Georgia, United
States, without regard to conflict of law provisions.

Any disputes will be resolved in Fulton County, Georgia.

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14. CHANGES TO THESE TERMS

We may update these Terms from time to time. Changes will be posted
on this page with an updated "Last Updated" date.

Material changes will be communicated via email.

Continued use of our services after changes means you accept the
updated Terms.

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15. SEVERABILITY

If any part of these Terms is found to be unenforceable, the rest
remains in full effect.

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16. ENTIRE AGREEMENT

These Terms, along with our Privacy Policy and any service agreements,
constitute the entire agreement between you and Sockly.

They supersede all prior agreements, whether written or oral.

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17. CONTACT

Questions about these Terms?

Email: hello@sockly.ai
Response time: Within 24 hours

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