Virtual CTO Subscription Services Agreement: Client Acceptance

Please read the following terms carefully. This section outlines your agreement to the Virtual CTO Subscription Services Agreement by checking a checkbox during the payment process.

By checking the box indicating “I agree to CTO.plus’s Terms and Conditions” (or a similarly worded affirmation) during the online payment process for the Virtual CTO Subscription Services, you (hereinafter referred to as the “Client,” identified by the name, contact information, and any business details you provide during the signup and payment process) acknowledge that you have read, understood, and agree to be legally bound by all terms and conditions of this Virtual CTO Subscription Services Agreement (this “Agreement”) with THE BOGDANOV GROUP LLC dba CTO.plus(hereinafter referred to as the “Consultant” or “CTO.plus”), a Limited Liability Company with its principal address at 17145J W Bluemound Rd # 252, Brookfield, WI 53005.

Effective Date: The Effective Date of this Agreement shall be the date upon which you, the Client, successfully complete your payment for the Services and affirmatively indicate your acceptance of these terms by checking the designated box.

Formal Signature and Record-Keeping: You further acknowledge and agree that, while your action of checking the box and completing payment constitutes a binding agreement to these terms, a complete copy of this Virtual CTO Subscription Services Agreement, reflecting the terms you are now accepting, will also be sent to you (typically via email for digital signature) promptly after your payment is successfully processed. This subsequent digital signature will serve as a formal record of our mutual agreement. If a version of this Agreement has already been provided to you for signature prior to this online acceptance, this checkbox agreement reaffirms your acceptance of those terms.

The Client and the Consultant are individually a “Party” and together the “Parties.”

BACKGROUND

The Client wishes to hire the Consultant to provide virtual Chief Technology Officer services. The Consultant has the skills and experience to provide these services. Therefore, in consideration of the mutual promises in this Agreement, the Parties agree as follows:

1. Engagement and Services

1.1.  Engagement. The Client hires the Consultant to provide, and the Consultant agrees to provide, virtual Chief Technology Officer (vCTO) services as described in this Agreement (the “Services”) on a subscription basis.

 1.2.  Scope of Virtual CTO Services. The Consultant will provide strategic technology guidance and advisory services. These Services include:

• Offering unlimited messaging and asynchronous tech support* – the Client can ask any tech questions or seek advice on issues (e.g., moving customer lists between platforms).
• Performing regular website backups and software/plugin updates, regardless of the Client’s hosting provider.
• Holding virtual meetings as needed to help the Client with projects or specific website platform features.
• Conducting planning meetings to discuss new website needs or web pages and create a roadmap.
• Developing strategic technology plans and roadmaps.
• Advising on IT infrastructure assessment and optimization.
• Guiding technology vendor selection and management.
• Advising on cybersecurity strategy development and oversight.
• Providing leadership and mentorship for the Client’s technology team or related functions.
• Advising on technology budgets and resource allocation.
• Other technology-related strategic advisory services agreed upon by both Parties in writing.

*“Unlimited messaging” refers to sms/text messages or emails, each responded to within 24 business hours; “asynchronous tech support” includes maintenance tasks that take up to 15 mins, such as plugin updates, minor webpage content updates, and similar, and excludes tasks requiring more than 15 mins of work, which count toward Monthly Development Hours.

 1.3.  Monthly Development Hours. The subscription includes two (2) hours of development time per calendar month (the “Monthly Development Hours”). This time is for tasks like website platform development, posting updates, adding new website pages, or other tasks that require significant time. The “unlimited messaging and asynchronous tech support” is part of the overall service and is not counted against these Monthly Development Hours.

 1.4.  Nature of Services. The Services are advisory, strategic, and include execution of tasks as described. The Consultant will perform the Services professionally and skillfully, meeting industry standards, using trained, skilled, and experienced personnel. The Consultant will dedicate enough productive time and effort to perform the Services promptly. All work the Consultant performs under this Agreement is considered “work-for-hire” for the Client.

2. Term and Renewal

2.1.  Term. This Agreement starts on the Effective Date and continues month-to-month (each a “Subscription Period”) unless terminated earlier as stated in Section 11 of this Agreement.

 2.2.  Automatic Renewal. This Agreement will automatically renew for successive one-month Subscription Periods unless either Party gives the other written notice that they do not want to renew at least fourteen (14) days before the end of the current Subscription Period.

 Client Acknowledgment of Renewal Term: The Client acknowledges and agrees to the month-to-month automatic renewal and the fourteen (14) day notice requirement for non-renewal.

 Wisconsin Statute § 134.49 and Courtesy Reminder: The Parties acknowledge Wisconsin Statute § 134.49 regarding automatically renewing business contracts. While this law’s specific notice requirements might not apply to this Agreement, Consultant will use commercially reasonable efforts to send a courtesy reminder notice to the Client seven (7) days before the end of each monthly Subscription Period. This reminder will state the upcoming renewal date and refer to the non-renewal terms in this Section. The Client agrees that if the Consultant fails to send, or the Client fails to receive, this courtesy reminder, it will not affect the automatic renewal’s validity or waive the Client’s duty to give timely notice of non-renewal if desired. Both Parties are responsible for understanding and following all applicable laws about contract renewals.

3. Compensation and Payment Terms

3.1.  Subscription Fee. For the Services, the Client will pay the Consultant a monthly subscription fee of Four Hundred Ninety-Nine U.S. Dollars ($499.00) (the “Subscription Fee”).

 3.2.  Payment and Automated Billing. The Subscription Fee is due in advance on or before the first day of each Subscription Period. Upon execution of this Agreement, the Client shall provide a valid payment method (e.g., credit card, ACH authorization) and hereby authorizes the Consultant to automatically charge this payment method for the recurring monthly Subscription Fee at the beginning of each Subscription Period. The Consultant will provide the Client with an electronic receipt for each successful transaction. The Client is responsible for maintaining current and valid payment information with the Consultant and ensuring sufficient funds are available for the automated charges. If an automated payment fails, the provisions of Section 3.3 (Late Payments) may apply.

 3.3.  Late Payments. If the Client fails to make any payment on time, the Consultant may, in addition to any other rights: Charge interest on the overdue amount at the lesser of 1.5% per month or the highest rate allowed by law, from the due date until paid; and/or Suspend Services until all outstanding amounts, including interest, are fully paid.

 3.4.  Non-Refundable Fees. All Subscription Fees paid are non-refundable, unless expressly stated otherwise in this Agreement.

 3.5.  Price Adjustments. The Consultant may adjust the Subscription Fee by giving sixty (60) days written notice to the Client. The new fee will take effect upon renewal of a Subscription Period after the notice period.

 3.6.  Priority of Requests

Priority 1 – Normal Request. The Consultant will respond to requests and perform services during regular working hours (8:00 AM CST to 5:00 PM CST, Monday through Friday, excluding public holidays).

 Priority 2 – Urgent Request. If the Client marks a request as “Urgent,” requiring services outside of regular working hours (8:00 AM CST to 5:00 PM CST, Monday through Friday, excluding public holidays), these services will be billed separately. Each hour of the Consultant’s work for an Urgent Request will be invoiced at One Hundred Ninety-Eight U.S. Dollars ($198.00) per hour, due within seven (7) business days of receiving the invoice. The Consultant will inform the Client if a request falls into this category and will need the Client’s prior approval (email is acceptable) before starting the work.

 3.7.  Expenses. The Client agrees to reimburse the Consultant for any additional pre-approved costs the Consultant incurs while performing this Agreement, such as pre-approved travel. The Consultant will request formal approval (by email or other written digital means) for any such costs before incurring them.

4. Management of Consulting Hours

4.1.  Rollover of Unused Development Hours. Unused hours from the Monthly Development Hours (see Section 1.3) can be rolled over for use in the immediately following one (1) calendar month only, provided that the Client’s Subscription is still active. Any hours rolled over but not used by the end of that next month will expire and cannot be rolled over further, refunded, or credited.

 4.2.  Overage Hours and Additional Projects. If the Client needs Services beyond the Monthly Development Hours (including any validly rolled-over hours), these additional hours (“Overage Hours”) and any additional projects and services will be billed separately at amounts agreed-on in writing by both Parties. The Consultant will notify the Client before providing Services that would result in Overage Hours and will need the Client’s prior written approval (email is acceptable) to proceed. Payment for Overage Hours is due with the next regular Subscription Fee payment or as otherwise invoiced.

5. Communication and Reporting

5.1.  Communication. The Consultant will be reasonably available for communication during normal business hours (8:00 AM CST to 5:00 PM CST, Monday through Friday, excluding public holidays). Preferred communication methods are email and scheduled video/phone calls. The Consultant will try to respond to Client inquiries promptly, consistent with the subscription nature.

 5.2.  Reporting. The Consultant will give the Client a monthly activity summary report detailing hours used (for Monthly Development Hours and Overage Hours) and key activities performed.

6. Intellectual Property

6.1.  Pre-Existing IP. Each Party keeps all rights to its own intellectual property that existed before this Agreement, including software, tools, methods, documents, and trade secrets (“Pre-Existing IP”).

 6.2.  Client Materials. The Client keeps all rights to any data, information, and materials the Client provides to the Consultant (“Client Materials”).

 6.3.  Work Product. Since this is a work-for-hire agreement, any specific reports, analyses, plans, software code, designs, or other deliverables the Consultant creates exclusively for the Client while performing Services under this Agreement (“Work Product”) will become the Client’s sole property once all fees owed to the Consultant for the period when the Work Product was created are fully paid. The Consultant assigns to the Client all its rights in such Work Product. If the Client requests, the Consultant will help (at the Client’s reasonable expense) to formally record these assignments and to secure, maintain, and defend any assigned rights.

 6.4.  Consultant’s General Know-How. Despite Section 6.3, the Consultant can use its general knowledge, skills, experience, and any generic tools, templates, or methods developed or improved while performing the Services, as long as this use does not disclose the Client’s Confidential Information or Client-owned Work Product.

7. Confidentiality

7.1.  Definition. “Confidential Information” is any non-public information one Party (“Disclosing Party”) shares with the other Party (“Receiving Party”), whether spoken or written, that is marked as confidential or should reasonably be seen as confidential. This includes business plans, financial data, customer lists, technical data, inventions, products, prices, costs, trade secrets, business processes, and the terms of this Agreement.

 7.2.  Obligations. The Receiving Party agrees to: (a) Use the Disclosing Party’s Confidential Information only to perform its duties or exercise its rights under this Agreement. (b) Not share the Disclosing Party’s Confidential Information with any third party without the Disclosing Party’s prior written consent, except to its employees, agents, or subcontractors who need to know and are bound by confidentiality rules at least as strict as these. (c) Protect the Disclosing Party’s Confidential Information from unauthorized use or sharing with at least the same care it uses for its own similar confidential information, and always with reasonable care.

 7.3.  Exclusions. Confidential Information does not include information that: (i) is or becomes publicly known without the Receiving Party’s fault; (ii) the Receiving Party lawfully had before the Disclosing Party shared it, without a confidentiality duty; (iii) a third party lawfully shares with the Receiving Party without restriction; or (iv) the Receiving Party independently develops without using or referring to the Disclosing Party’s Confidential Information.

 7.4.  Required Disclosure. If law, regulation, or a court order compels the Receiving Party to disclose the Disclosing Party’s Confidential Information, it will give the Disclosing Party prompt prior notice (if legally allowed) and reasonable help (at the Disclosing Party’s cost) if the Disclosing Party wants to challenge the disclosure.

 7.5.  Duration. Confidentiality obligations last for the duration of the Agreement and for five (5) years thereafter, or as required by law for trade secrets.

 7.6.  Data Protection. The Consultant will handle any Client data, especially Personally Identifiable Information (PII), according to applicable data protection laws and will use reasonable security measures to protect such data from unauthorized access or use.

8. Independent Contractor Status

The Consultant is an independent contractor. Nothing in this Agreement creates an employer-employee relationship, partnership, or joint venture between the Client and the Consultant. The Consultant is solely responsible for its own taxes, insurance, and other employment-related duties. The Consultant cannot make commitments or take on responsibilities for the Client unless the Client expressly agrees in writing.

9. Consultant Personnel

The Consultant may assign qualified personnel to perform the Services. The Consultant can change personnel assigned to the Client’s work, but any replacement will have similar or greater skills and experience. The Consultant will give the Client reasonable notice of any significant personnel changes.

10. Disclaimer of Warranties and Limitation of Liability

10.1. Disclaimer of Warranties. UNLESS EXPRESSLY STATED OTHERWISE IN THIS AGREEMENT, THE CONSULTANT MAKES NO PROMISES OR WARRANTIES, EXPRESS OR IMPLIED, ABOUT THE SERVICES, SUPPORTED OR DEVELOPED SOFTWARE, OR CORRECTIONS. THIS INCLUDES WARRANTIES OF CONDITION, ABSENCE OF DEFECTS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, INFORMATION CONTENT, OR SYSTEM INTEGRATION. THE CONSULTANT DOES NOT WARRANT THAT ITS ADVICE, RECOMMENDATIONS, OR PROGRAMMING WILL BE ERROR-FREE OR ACHIEVE ANY SPECIFIC RESULT.

10.2. Disclaimer of Consequential Damages. TO THE FULLEST EXTENT ALLOWED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (SUCH AS LOST PROFITS, DATA, USE, OR GOODWILL) ARISING FROM OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS APPLIES REGARDLESS OF THE LEGAL THEORY (WARRANTY, CONTRACT, TORT, ETC.).

10.3. Cap on Liability. TO THE FULLEST EXTENT ALLOWED BY LAW, EACH PARTY’S TOTAL LIABILITY TO THE OTHER ARISING FROM OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL SUBSCRIPTION FEES THE CLIENT PAID OR OWED TO THE CONSULTANT IN THE TWELVE (12) MONTHS BEFORE THE EVENT CAUSING THE CLAIM OR IF THE CLAIM ARISES WITHIN THE FIRST TWELVE (12) MONTHS OF THE AGREEMENT, THE TOTAL SUBSCRIPTION FEES PAID OR OWED BY CLIENT UP TO THE DATE OF THE EVENT GIVING RISE TO THE CLAIM.

10.4. Exclusions from Limitations. The liability limits in this Section 10 do not apply to: (a) a Party’s indemnification duties under Section 12 (Indemnity); (b) a Party’s breach of confidentiality under Section 7 (Confidentiality); (c) a Party’s gross negligence or willful misconduct; or (d) the Client’s duty to pay fees owed under this Agreement.

11. Termination

11.1. Termination for Convenience. Either Party may end this Agreement for any reason by giving the other at least fourteen (14) days written notice. Termination will be effective at the end of the Subscription Period in which the notice period ends. If notice is given less than 14 days before a Subscription Period ends, termination will be effective at the end of the next Subscription Period.

 11.2. Termination for Cause. Either Party may end this Agreement immediately by written notice if the other Party: (a) Materially breaches this Agreement and does not fix the breach within fourteen (14) days of receiving written notice about it; or (b) Becomes insolvent, files for bankruptcy, makes an assignment for creditors’ benefit, or has a receiver or trustee appointed.

 11.3. Effect of Termination. When this Agreement ends for any reason: (a) The Client will pay the Consultant for all Services performed, Overage Hours used, and approved expenses up to the termination date. If termination happens mid-Subscription Period: if the Client terminates for cause, any prepaid, unearned part of the Subscription Fee will be refunded or credited pro-rata to the Client. If the Client terminates for convenience or the Consultant terminates for cause, no refund of prepaid fees for the current subscription period is due. (b) Each Party will promptly return or, if requested, destroy all Confidential Information of the other Party it possesses, subject to legal record-keeping duties. (c) Provisions of this Agreement that naturally should survive termination will do so. These include Sections 6 (Intellectual Property), 7 (Confidentiality), 10 (Disclaimer of Warranties and Limitation of Liability), 11.3 (Effect of Termination), 12 (Indemnity), 13 (Governing Law and Dispute Resolution), and 14 (General Provisions).

12. Indemnity

The Client will indemnify, defend, and hold harmless the Consultant (and its officers, agents, employees) from any claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to: (i) the Client’s breach of this Agreement, (ii) willful misconduct, omission, or negligence by the Client or its representatives, or (iii) Client Materials infringing third-party rights. The Consultant will indemnify, defend, and hold harmless the Client (and its officers, agents, employees) from any claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to: (i) the Consultant’s breach of this Agreement, (ii) willful misconduct, omission, or gross negligence by the Consultant or its representatives in performing Services. This indemnity section survives the Agreement’s termination.

13. Governing Law and Dispute Resolution

13.1. Governing Law. The laws of the State of Wisconsin govern this Agreement, without regard to its conflict of laws rules.

 13.2. Dispute Resolution. If a dispute arises from or relates to this contract or the breach thereof, and if the dispute cannot be settled through direct discussions, the parties agree to endeavor first to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration. The parties further agree that any unresolved controversy or claim arising out of or relating to this contract, or breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

The place of arbitration shall be Milwaukee, Wisconsin. The arbitration shall be governed by the laws of the State of Wisconsin. Time is of the essence for any arbitration under this agreement and the Parties agree to seek to complete arbitration within a commercially reasonable timeframe. Arbitrator(s) shall agree to these limits prior to accepting appointment. Pursuant to the Commercial Arbitration Rules, the arbitrators will have the authority to allocate the costs of the arbitration process among the parties, but will only have the authority to allocate attorneys’ fees if a particular law permits them to do so. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. The parties agree that failure or refusal of a party to pay its required share of the deposits for arbitrator compensation or administrative charges shall constitute a waiver by that party to present evidence or cross-examine witnesses. In such an event, the other party shall be required to present evidence and legal argument as the arbitrator(s) may require for the making of an award. Such waiver shall not allow for a default judgment against the non-paying party in the absence of evidence presented as provided for above.

14. General Provisions

14.1. Entire Agreement. This Agreement (including any attachments) is the complete agreement between the Parties about its subject matter. It replaces all prior discussions and agreements, whether spoken or written.

 14.2. Amendments. Any change or waiver to this Agreement must be in writing and signed by authorized representatives of both Parties.

 14.3. Notices. All notices and other communications under this Agreement must be in writing and sent to the Parties at the addresses on the first page (or other designated addresses). For Consultant (CTO.plus), the notice email is [email protected]. For Client, the notice email is . Notices can be delivered personally, by email (deemed received upon sending if sent during business hours, or next business day if sent after hours, unless a bounce-back or error is received), or by certified/registered mail (return receipt requested, postage prepaid). Non-digital notices are effective when received.

 14.4. Severability. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid and unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

 14.5. Waiver. A waiver of any provision is effective only if in writing and signed by the waiving Party. No failure or delay in exercising any right or remedy under this Agreement will act as a waiver.

 14.6. Assignment. Neither Party may assign its rights or delegate its duties under this Agreement without the other Party’s prior written consent (which will not be unreasonably withheld, conditioned, or delayed). Any attempted assignment or delegation without consent is void. This Agreement binds and benefits the Parties and their permitted successors and assigns.

14.7. Competition & Solicitation. The Consultant agrees not to solicit or try to hire the Client’s employees during this Agreement and for one (1) year after. The Client acknowledges the Consultant’s right to do IT consulting and vCTO services for other businesses, including the Client’s competitors, as long as it complies with this Agreement’s confidentiality terms.