Cardholder Authorization and No-Chargeback Acknowledgment

By providing a credit card, debit card, ACH authorization, or other payment method to Stealth Monarch Management and Consulting, LLC (“Company”), Client certifies that they are the authorized cardholder or authorized representative of the account holder and expressly authorize the Company to charge the provided payment method for all invoices, recurring charges, deposits, fees, and services agreed to by Client.

Client acknowledges that services provided by the Company constitute professional consulting services and that charges are authorized transactions for services rendered. Client agrees not to initiate or request a chargeback, payment reversal, or payment dispute with their bank, credit card issuer, or payment processor for any authorized charge.

Client further agrees that, in the event of any dispute regarding services or billing, Client will first contact the Company and provide written notice and at least ten (10) business days to resolve the matter before initiating any dispute with a financial institution.

If Client initiates a chargeback, payment reversal, or payment dispute for an authorized charge, such action shall constitute a material breach of this Agreement, and Client agrees to immediately pay the outstanding balance, all applicable administrative fees, and any costs incurred by the Company in responding to the dispute, including reasonable attorney’s fees, court costs, and collection costs.

Client further authorizes the Company to present this Agreement, invoices, service records, and communications to the applicable financial institution as evidence that the charge was authorized and valid. 

Personal Guarantee of Payment

The individual signing this Agreement or authorizing payment on behalf of the Client represents and warrants that they have the authority to bind the Client to this Agreement. In consideration of the services provided by Stealth Monarch Management and Consulting, LLC, the undersigned individual personally guarantees the full and timely payment of all amounts owed under this Agreement and any related invoices.

The undersigned agrees that this Personal Guarantee is absolute and unconditional and shall apply to all charges, fees, administrative costs, late fees, and collection expenses arising from services provided by the Company.

In the event the Client entity fails to pay any amount due, the undersigned agrees to be personally responsible and liable for payment of the outstanding balance, including any applicable administrative fees, interest, collection costs, court costs, and reasonable attorney’s fees incurred in the enforcement of this Agreement.

This Personal Guarantee shall remain in effect regardless of the financial condition, dissolution, bankruptcy, or insolvency of the Client entity, and the Company shall not be required to first pursue collection against the Client entity before enforcing this Personal Guarantee against the undersigned. 

Work Product Ownership Until Paid

All reports, strategies, materials, creative works, marketing assets, documents, plans, concepts, intellectual property, and other deliverables produced by Stealth Monarch Management and Consulting, LLC (“Company”) in connection with services provided to Client (collectively, the “Work Product”) shall remain the sole and exclusive property of the Company until all invoices and fees owed by Client are paid in full.

Upon full payment of all amounts due, the Company grants Client a limited, non-exclusive license to use the Work Product for its intended business purposes. Until payment is received in full, Client shall have no ownership rights, license rights, or usage rights to the Work Product.

Client agrees not to use, reproduce, distribute, publish, implement, or otherwise benefit from any Work Product provided by the Company until all outstanding invoices are paid in full.

If payment becomes past due or is reversed, disputed, or otherwise unpaid, the Company reserves the right to immediately revoke any license or authorization to use the Work Product, and Client must cease all use of the Work Product until the account is brought current. 

Non-Circumvention

Client acknowledges that Stealth Monarch Management and Consulting, LLC (“Company”) may introduce Client to business opportunities, contacts, vendors, sponsors, partners, or other third parties in connection with the services provided (collectively, “Introduced Parties”).

Client agrees that during the term of this Agreement and for a period of twenty-four (24) months thereafter, Client shall not directly or indirectly circumvent, bypass, avoid, or attempt to avoid the Company by engaging, contracting with, or entering into any transaction, agreement, or business relationship with any Introduced Party without the prior written consent of the Company.

If Client engages in any transaction or business relationship with an Introduced Party in violation of this provision, Client agrees that the Company shall be entitled to receive the same fees, commissions, consulting compensation, or other financial benefit that the Company would have received had the transaction been conducted through the Company.

Client further agrees that the Company shall be entitled to pursue all available remedies for violation of this clause, including recovery of damages, lost fees, court costs, and reasonable attorney’s fees. 

Tail Clause (Post-Termination Compensation Protection)

Client acknowledges that Stealth Monarch Management and Consulting, LLC (“Company”) may introduce or identify business opportunities, strategic partners, sponsors, vendors, investors, customers, government contacts, media partners, or other third parties in connection with the services provided (collectively, “Opportunities”).

If the Client enters into any agreement, transaction, sponsorship, partnership, or business relationship with any Opportunity that was identified, introduced, or materially developed by the Company during the term of this Agreement, the Company shall remain entitled to the agreed consulting fees, commissions, or other compensation associated with such transaction.

This entitlement shall apply to any transaction or agreement entered into during the term of this Agreement or within twenty-four (24) months following the termination or expiration of the Agreement (the “Tail Period”).

Client agrees that the Company’s right to such compensation shall survive the termination or expiration of this Agreement, regardless of whether the transaction closes after the Agreement has ended.

Client further agrees that any attempt to delay, restructure, or route a transaction for the purpose of avoiding the Company’s compensation shall constitute circumvention and a material breach of this Agreement, and the Company shall be entitled to recover its fees along with damages, court costs, and reasonable attorney’s fees.

Acceleration of Payment

In the event Client fails to make any payment when due, initiates a chargeback or payment reversal, breaches any material term of this Agreement, or otherwise fails to comply with the payment obligations set forth herein, Stealth Monarch Management and Consulting, LLC (“Company”) shall have the right, at its sole discretion, to declare all outstanding and remaining amounts owed under this Agreement immediately due and payable in full.

Upon such breach or default, all unpaid invoices, along with any remaining fees for services scheduled or contracted for the remainder of the term of this Agreement, shall be accelerated and become immediately due and payable without further notice.

Client further agrees that the Company may suspend or terminate services immediately upon default and may pursue recovery of all accelerated amounts owed, together with any applicable administrative fees, late fees, collection costs, court costs, and reasonable attorney’s fees incurred in enforcing this Agreement.

Minimum Engagement and Early Termination Fee

Client acknowledges that the services provided by Stealth Monarch Management and Consulting, LLC (“Company”) require the allocation of time, resources, planning, and strategic development. Accordingly, Client agrees to a minimum engagement term as specified in the applicable proposal, service agreement, or invoice.

If Client terminates the engagement before completion of the agreed minimum term, or otherwise cancels services prior to the expiration of the agreed engagement period, Client agrees to pay an Early Termination Fee equal to the greater of:

1. All unpaid invoices for services already rendered, plus
   
   

2. Fifty percent (50%) of the remaining fees that would have been due for the remainder of the minimum engagement term, or
   
   

3. Three (3) months of the standard consulting retainer, whichever amount is greater.
   
   

The Early Termination Fee shall become immediately due and payable upon notice of termination.

Client acknowledges that this fee represents a reasonable estimate of the damages the Company would incur due to early termination and is not intended as a penalty.

Strategic Advisory Safe Harbor

Client acknowledges that Stealth Monarch Management and Consulting, LLC (“Company”) provides strategic advisory, consulting, business development, marketing, public relations, and related professional services. Such services may include recommendations, introductions, strategic planning, and guidance intended to assist Client in pursuing business opportunities.

Client understands and agrees that the Company does not guarantee any specific business outcome, including but not limited to revenue generation, sponsorship acquisition, partnership agreements, regulatory approvals, investment funding, media exposure, or other results.

All recommendations, strategies, and advice provided by the Company are based on the Company’s professional judgment, experience, and available information at the time services are rendered. Client retains full and independent responsibility for all decisions, actions, and implementation related to such recommendations.

Accordingly, the Company shall not be liable for any business losses, lost profits, indirect damages, or consequential damages arising from Client’s use of or reliance upon the Company’s advice, recommendations, or strategic guidance.

Client agrees that the Company’s services constitute advisory services only, and that the ultimate responsibility for implementing strategies and decisions remains solely with the Client. 

Limitation of Liability

To the fullest extent permitted by law, Stealth Monarch Management and Consulting, LLC (“Company”) shall not be liable to Client for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, loss of business opportunities, loss of revenue, or reputational harm arising out of or relating to the services provided under this Agreement.

The Company shall have no liability for any actions taken or decisions made by Client based upon the Company’s recommendations, advice, strategies, or introductions, and Client acknowledges that the Company provides strategic advisory services only.

In no event shall the total cumulative liability of the Company, whether arising in contract, tort, negligence, or otherwise, exceed the total amount of fees actually paid by Client to the Company for the specific services giving rise to the claim.

Client acknowledges that the fees charged for the services reflect the allocation of risk between the parties, and that the Company would not provide services at the agreed rates without these limitations of liability.

This limitation of liability shall apply regardless of the form of action and shall survive the termination or expiration of this Agreement.

Termination of Agreement

All provisions shall survive the termination of this Agreement and shall remain enforceable.

Venue

All provisions shall be governed by the laws of the State of Arizona, with venue in Mohave County, Arizona.

Entire Agreement and Acceptance by Payment

This Agreement, together with any related proposals, invoices, schedules, or terms referenced herein, constitutes the entire agreement between the parties regarding the services provided by Stealth Monarch Management and Consulting, LLC (“Company”) and supersedes all prior or contemporaneous discussions, negotiations, or agreements, whether written or oral.

Client acknowledges that the Company’s service terms, policies, and conditions may be referenced in invoices, proposals, or posted at www.stealthmonarch.com, and such terms are incorporated herein by reference and form part of the Agreement between the parties.

By executing this Agreement, authorizing payment, or remitting payment of any invoice issued by the Company, Client acknowledges that they have read, understood, and agree to be bound by all applicable service terms, payment policies, and conditions governing the services provided.

Client further agrees that payment of any invoice issued by the Company constitutes acceptance of these terms and creates a binding agreement between the parties, even if a separate written contract has not been signed.