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RevvSpark Client Terms & Legal Policies

Last updated May 26, 2023.

Contractual

OBLIGATIONS

OUR OBLIGATIONS AS SUPPLIER

The Supplier is required to take reasonable steps to place themselves in a position to guide and monitor the Client.

The Supplier must faithfully, efficiently, competently and diligently perform their duties and exercise such powers as are appropriate to the role of Supplier.

The Supplier must become familiar with the fundamentals of the business in which the Client is engaged and has an obligation to keep informed about the activities of the Client.

The Supplier will add value to the Client by:

– Signing nondisclosure and confidentiality documents as needed

– Bringing an independent and fresh perspective to decision-making

– Clearly define expectations, dependencies and deliverables required of the project team

– Meeting all deadlines agreed upon and immediately reporting any threats to our mutual progress

– Demonstrating relevant competency, experience and ethical behavior

– Challenging, questioning, and monitoring the Client

– Supporting and mentoring the Client

YOUR OBLIGATIONS AS CLIENT

As part of our engagement, the Client will need to:

– Provide access to all key internal people critical to success of the project

– Provide access to all key external resources, including outside vendors and contractors, critical to success of the project

– Communicate in a timely and clear manner, respecting Supplier communication guidelines specified in the Proposal

– Provide reasonable notice and accommodation for access and schedule changes 48+ hours in advance of scheduled calls and meetings

– Accommodate required remote meeting, engagement, and collaboration due to the current COVID-19 pandemic, related travel, and personal contact constraints

– Provide personal contact numbers and addresses, weekly debrief meetings, and responding to inquiries and requests within 24 hours

– Honor the intellectual property and trademarked material Supplier provides for Client use

– Be responsible for enforcing and executing any QA and signoffs

– Allow Supplier to use Client logo for marketing purposes

– Agree to provide two (2) testimonials (one 45 days from project start, and one after project completion), each from a different member of Client team

OUR MUTUAL RESPONSIBILITIES

Immediately informing the other of any new developments, which might materially affect the success of the project.

RevvSpark Growth Consulting

Our

Intellectual Property Rights

Last updated May 26, 2023.

TL;DR

The work we do for you becomes yours once you pay for it.

You can’t use the work until you pay for it.

If you don’t pay for it, we won’t be delivering it.

We retain the copyright and can share our work in our portfolio.

Supplier agrees that any and all deliverables, plans, specifications, documentation, and other materials delivered to Client under the Proposal, excluding all development ideas, concepts, know-how, techniques, inventions, or discoveries developed by Supplier, are and shall become the property of Client, upon final payment for the work.

Until final payment has cleared Supplier financial institution processing, ownership of the work remains with the Supplier. The Supplier can, at any time, refuse to deliver work due to Client nonpayment.

The Client may not use any work that has been delivered, until final payment for all work has cleared Supplier financial institution processing.

Copyright of the material remains sole property of the Supplier, and Supplier may use material in portfolio as Client Work examples.

Supplier’s original Intellectual Property, including templates, worksheets, guides, walkthroughs, diagrams, inventions, videos, training, and frameworks outside of Client deliverables are and shall be the property of Supplier.

Client

Communications

Last updated May 26, 2023.

TL;DR

We are available weekdays (excluding holidays) during normal working hours, Pacific Time.

Don’t expect an answer outside of those hours except in emergency.

An emergency is strictly a life-or-death emergency.

We communicate via email – if you require communication via a different platform, this is an extra cost.

Don’t be a jerk to our team.

Our work hours are 8a-5p Pacific Time, M-F (not including company holidays). After-hours requests and communications will be responded to the next business day. Communications during business hours will be responded to within 24 hours. We are available via email for all requests.

We will do our best to respond to emergencies outside of our normal business hours.

Emergencies include sudden sickness, accidents, sudden disappearance of website we are managing, or anything sudden, unexpected, life-threatening, or that impact Client business in a significant way.

Emergencies do not include Client thinking of a new direction for campaign, changing strategy, shifting course, stopping ad spend, doing something else because a competitor is, or website, social platform, or internet issues outside of our control.

If a Client requires our team to be available for communication via one of their preferred platforms (eg, Text/Voxer/Slack), it is an additional cost per team member per month for this service.

We adhere to a non-bullying and equitable treatment policy; if Client repeatedly subjects our team members to verbal harassment, discrimination, or threats we reserve the right to terminate the Client relationship.

Our

Assumptions & Exclusions

Last updated August 17, 2022.

Client agrees not to solicit, or make offers of employment to, or enter into consultant relationships with any RevvSpark employee involved, directly or indirectly, in the performance of growth hacking services hereunder for twelve (12) months after the date such employee ceases to perform services under these terms. Client shall not be prevented from hiring any employee who responds to a general hiring program conducted in the ordinary course of business and not specifically directed to such growth hacking employees.

Changes in scope are not allowed. Additional or different services requested by the client may be accommodated at an additional cost through a separate Project or Project Change Order.

At the Proposal stage there will still be unknowns about Client’s state of business, business processes, cashflow, technology stack, and specific issues. The Proposal has been created with the information that we have today, and as such, will always be as comprehensive as we can make it without specific knowledge. The budget has been generated to cover such information that Supplier was not aware of at the time, however, there are elements of the Proposal that may indicate extra costs relating to these items when full discovery has been completed. The costs for these items will be scoped separately in addition to the items covered in the Proposal.

Client

Terms & Conditions

Last updated May 26, 2023.

1. DEFINITIONS

The Agreement, as varied from time to time in writing, applies to all sales of goods and the provision of all services by the Supplier to the Client pursuant to the Agreement.

• “Agreement” means the terms and conditions herein and the Proposal.

• “Supplier” means CJC Enterprises, LLC DBA RevvSpark (EIN 20-1615499).

• “Client” means the person and/or business and/or company described within the Proposal.

• “Authorization” means the acceptance of the Proposal, making a payment or signing this Agreement.

• “Fees” means the amount contained in the Proposal.

• “Intellectual Property” means the intellectual property attaching to the Services including copyright, patents, trademarks, design rights, domain names whether registrable or not and whether registered or not.

• “Confidential Information” means all the information provided by one party to the other in connection with this Agreement where such information is identified as confidential or ought reasonably be considered to be confidential based on its context, nature or the manner of its disclosure, but excluding:

– information that is in the public domain other than by a breach of this Agreement; and

– information developed independently by a third party.

Without limiting the foregoing, Confidential Information includes the terms of this Agreement and the contents of the Proposal.

2. OFFER

The Client engages the Supplier to provide the Services as defined in the Proposal. To accept the Supplier’s offer to provide the Services, the Client must execute the Proposal agreement, or pay either the agreed deposit or agree to a payment schedule (any of these acts, individually or combined is considered “Acceptance”). If Acceptance does not take place by the Proposal expiry date, then the Supplier’s offer to provide the Services will expire without further notice to the Client. The term of the Project shall commence upon signature. Timeline will be provided by the Supplier and agreed to by the Client. Any Services that are requested additional and outside of work described in the Proposal, not covered by a Change Order or additional Proposal, are considered Out of Scope, and will be billed at Agency Rate of $100/hour.

3. SERVICES

The Supplier will provide the chosen services to the specifications contained in the Proposal (herein referred to as “the Services”).

4. FEES

The Client agrees to pay the Supplier the Fees for the Services as contained in the proposal based on payment terms described in the proposal. Invoices are due immediately unless otherwise noted. For all Projects that require a deposit or upfront payment, we do not begin work on the Project until the invoice is paid. If meetings or work is scheduled and the invoice is not paid at a minimum 12 hours ahead of scheduled work, all work will be placed on pause and meetings will be removed from the calendar until the invoice is paid. The Supplier may, at the cost of the Client, engage the services of a debt recovery agency or law firm to assist it with recovery of the Fees, if payment is more than 10 days late. Upon Client signature of a proposal Supplier will collect credit card information from the Client to keep on file, that will be billed for all past due fees.

5. NOTICES

All notices must be in writing and can be given by email.

A notice is deemed to be given and received:

• If delivered in accordance with clause 1, on the next Business Day after delivery;

• If sent in accordance with clause 2, on the next Business Day after sending.

6. BREACH & TERMINATION

The Client will be in breach of this Agreement upon:

• failing to pay the Fees in accordance with the Proposal or agreed payment schedule;

• contravening any obligations pursuant to the terms of this Agreement;

• failing to respond to the Supplier’s communication in a timely manner;

• failing to act in a professional manner;

• disparaging the Supplier on social media, forums, reviews or websites;

Termination:

This provision allows either party to terminate the contract for any reason once the party desiring to end the contract sends a notice to the other party, and then allows 30 days to expire. If Client chooses to not continue an ongoing service, notice is required in writing at a minimum 15 days ahead of billing date.

7. CONFIDENTIALITY

The Supplier agrees that both during and after engagement with the Client and the Company, the Supplier will not use for the Supplier’s own, or for another’s benefit, or disclose or permit the disclosure of any confidential information relating to the Client or the Company,

The Supplier may:

• use the Confidential Information of the other party solely for the purposes of complying with its obligations and exercising its rights under this Agreement; and

• disclose the Confidential Information to its employees or advisers to the extent necessary for them to know the information for the purposes related to this Agreement but only if reasonable steps are taken to ensure that the confidentiality of the information is retained.

” Confidential Information” means any information, technical data or know-how relating to the Client’s ideas, products, software programs, print, technology, research, schematics, dashboards, computer programs and documentation, possible applications and configurations, relevant third party introductions, prospects, markets, market assessments, market roll-out schedules, business and financial data and plans, strategies, developments, inventions, processes, formulas, drawings, models or designs relating to such matters, whether patentable or not, and whether previously or subsequently disclosed to the Supplier, in whatever media.

The term “Confidential Information” shall also include:

(i) the fact that the Confidential Information has been made available to the Supplier or that this Agreement has been executed;

(ii) the fact that discussions are taking place concerning the Company;

(iii) any of the terms, conditions or other facts with respect to the Company or other related transactions, including the status thereof;

(iv) all notes, calculations, conclusions, reports or summaries or other material derived or produced partly or wholly from any Confidential Information and all computer records (including data, copies, models, reproductions and recordings) derived or produced wholly or partly from any of the Confidential Information (“Derived Information”); and (v) any information of a confidential nature disclosed by the Client to the Supplier prior to the date of this Agreement.

Confidential Information includes any portion of such information, technical data or know-how which:

(i) is in the possession of Supplier at the time of disclosure as shown by the Supplier’s pre-existing records; or

(ii) is approved for release by the Client in writing; or

(iii) is required to be disclosed by law, regulation, legal process or the rules of any relevant stock exchange in accordance with this Agreement; or

(iv) is strictly required in connection with legal proceedings or any dispute resolution relating to this Agreement.

The restriction shall cease to apply to any confidential information which may (other than by reason of the Supplier’s breach of these terms) become available to the public generally.

8. INDEMNITY

The Company is required and shall indemnify, to the fullest extent permitted by law, the Supplier against any and all losses, claims, damages, liabilities, expenses (including legal fees and expenses, which shall be advanced by the Company to the fullest extent permitted by law prior to a final and non-appealable determination that the Supplier is not entitled to be indemnified), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals, in which the Supplier may be involved, or is threatened to be involved, as a party or otherwise, by reason of his status or former status as Senior Business Development Manager whether arising from acts or omissions, except to the extent such indemnification claim is finally determined by a court of competent jurisdiction to arise out of the Supplier’s bad faith, fraud or willful misconduct.

9. LIMITATION OF LIABILITY

The Supplier excludes all liability in respect of loss of data, interruption of business or any consequential or incidental damages or loss. To the full extent permitted by law, the Supplier excludes all representations, warranties or terms (whether express or implied) other than those expressly set out in this Agreement or the Proposal. If failure to supply is caused by matters beyond the Supplier’s reasonable control including (without limitation) acts of God, acts of any government, war or other hostility, national or international disaster, the elements, fire, explosion, power failure, equipment failure, strikes, lockouts, inability to obtain necessary supplies and any other force majeure occurrence. This Agreement is to be read subject to any legislation, which prohibits or restricts the exclusion, restriction or modification of any implied warranties, conditions or obligations.

Stock Photography Licensing – depending on the project, the Supplier may need to use stock photography for Client Projects. The license to these images are purchased through third-party platforms and transferred to the Client. We alert the Client to any ongoing costs associated with continuing to use the stock imagery. Maintenance of a valid license for stock imagery is the sole responsibility of the Client once the work has been paid for in full and ownership has transferred to the Client. All liability on the part of the Supplier is excluded once license transfer has occurred.

10. WARRANTIES

Each party warrants that:

• the execution and delivery of this Agreement has been properly authorized;

• it has full corporate power to execute, deliver and perform its obligations under this Agreement;

• this Agreement constitutes a legal, valid and binding obligation of it enforceable in accordance with its terms by appropriate legal remedy;

• other than in relation to material included in the Services by the Client or any third party from time to time, any use of the Services by the Client in accordance with this Agreement will not infringe the right of any party and will not breach any applicable law.

In addition, the Client warrants that any material which the Client causes to be published, displayed or contained with the provided Services will not contain any illegal or unethical material and the copyright for all, text, images and materials used is owned by the Client.

11. RESPONSIBILITIES OF THE CLIENT – RETURNED PAYMENTS AND LATE FEES

The Client acknowledges that if a debit is returned by his/her/its financial institution as unpaid, a failed payment fee is payable by the Client to the Supplier. The Client will also be responsible for any fees and charges applied by his/her/its financial institution for each unsuccessful debit attempt together with any collection fees, including but not limited to any debt recovery agency or law firm’s fee, as may be incurred by the Supplier. The Client authorizes the Supplier to attempt to re-process any unsuccessful payments immediately. If the payment remains unsuccessful after 3 business days, the Client authorizes the Supplier to suspend all services, pending full payment. In the event of a failed payment, the Client agrees to pay the Supplier an administrative fee of $12 per failed transaction within 10 days of an invoice being provided. All Supplier invoices must be paid by their Due Date. Any invoice unpaid after its Due Date will incur a 5% Late Fee assessed every month, compounding until the invoice is paid.

12. KILL FEE

If Client terminates a project after project work has begun, the Client will need to pay a Kill Fee to terminate the Contract. A Kill Fee is assessed at 50% of the remaining unbilled portion of the project, plus any expenses incurred that have not yet been billed, in order to compensate Supplier for the dedication of team time to Client project in lieu of accepting other Client work.

13. ASSIGNMENT

No party may assign or otherwise deal in any way with its rights under this Agreement without the prior written consent of the other party.

14. SEVERABILITY

If a provision is invalid or unenforceable it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions.

15. ENTIRE AGREEMENT

This Agreement and the Proposal together form the entire agreement between the parties about its subject matter and supersedes all other discussions, negotiations, representations, arrangements, warranties or agreements.

16. VARIATION

This Agreement may only be amended or varied in writing signed by all the parties.

17. WAIVER

Any rights under this Agreement may not be waived or varied except in writing signed by the party to be bound. Unless otherwise expressly stated in the Contract, no waiver or relaxation in whole or in part of any of the terms and conditions of the Agreement will be binding on the Supplier unless in writing and signed.

18. JURISDICTION

The laws of Washington County, Oregon, United States govern this Agreement and each party submits to the exclusive jurisdiction of the courts of Washington County.

Deliverable

Acceptance

Last updated August 17, 2022.

Deliverable Acceptance

All project Deliverables released for approval will be recorded and tracked by the Supplier. All Deliverables will be submitted by Supplier to the Client project manager. Upon receipt of a Deliverable, the Client Project Manager will coordinate the evaluation and approval of that Deliverable within five (5) business days, unless another timeframe is agreed upon. Approvals via email are acceptable if they are explicit, as to which Deliverable is being accepted. The acceptance or rejection of Materials will be based on the description and completion criteria herein.

A deliverable Material is acknowledged in one of the following ways:

1. Approved As-Is. Indicates the acceptance of the deliverable Material prior to the expiration of the deemed accepted date. The deliverable does not require any modifications.

2. Refused With Feedback or Change Request. If a Deliverable Material is rejected, a detailed description of why it was rejected must be included on the form. If required, a meeting can be held to discuss in detail.

In this case, the Deliverable is not considered accepted until the Client feedback has been addressed or Change Request accommodated. Upon resolution of the problem, Supplier will submit a revised Deliverable for approval.

The review period for modified Deliverables will depend upon the number of changes required. The process for review and approval of revised Deliverables will be the same as that for the original Deliverables.

3. Approved By Default. “Conditional” approvals are not allowed. In the event that a Deliverable is neither accepted or rejected in the period specified above, the Supplier will send the Client a Final Acceptance, reflecting that the Deliverable has been approved by default. This Final Acceptance means that all Materials as defined in the Project are complete. Supplier will not push live any website or landing page changes until Client confirms Final Acceptance, but other Deliverables that do not require “pushing live” will be considered accepted and approved by default in the absence of communication from the Client.

Quality

Guarantee

Last updated October 1, 2021.

For every project we determine a set of success metrics we work towards. There will be joint accountabilities on both our parts to ensure they are met. The quality of our work is guaranteed. If we do not meet your objective within the scoped timeframe and that fault is ours, we refund your full fee.

Sales

Billing & Refund Policy

Last updated June 1, 2023.

PROJECT SERVICES

Clients may postpone or reschedule Project Kickoff Date with our approval without penalty so long as the Client maintains the existing payment schedule as set forth in the Proposal.

Canceled projects are subject to a Kill Fee as described above.

Postponed Projects that are postponed more than 3 weeks (21 calendar days) will be considered “Paused” and subject to a Project Restart Fee of $600 per Project in order to reschedule Project within our queue.

PHASED PROJECTS

We do not move into the next Phase for a Phased Project until we receive Client written approval for the current Phase in its entirety, as laid out in our mutually agreed-to Project Plan. If there are issues that are holding up approval on the Client side, this can mean timeline slippage for the entire Project. This can cause our team to be unable to meet Client deadlines. We do our best to deliver in a timely manner, but we do not rush deliverables or move up timelines or deliverable dates that have been delayed due to Client withholding approval. When Client provides written approval for a Phase, we move into the next Phase. If Client requires our team to revisit any earlier Phases or redo work that has already been completed and approved, we charge time and materials at $150/hour since this work is out of scope to the contract.

PAYMENT PLANS

In order to make our services more affordable for early-stage organizations, we offer several options for payment plans for Projects. The options will be available on the Proposal for the Client to choose. Plans appear below:

Plans 100% Upfront 4 Pay 7 Pay
Billing Months 1 3 6
Premium % 100% 107% 115%
Upfront % 100% 50% 50%
Monthly Payment % 0% 19% 10.833%
Discount 13.0% 7.0% 0%

TIME & MATERIALS BILLING

We bill for team member time in 15-minute increments.

1 minute logged into the next 15 minute increment incurs the full charge for the 15 minute increment.

For Projects that are time-based, we provide a Weekly Time Report to the Client, payable within 10 Days Report issuance.

DIGITAL PRODUCT SALES

Thank you for your purchase. We hope you are happy with your purchase.

Given the nature of digital content, we do not offer a refund or credit on a purchase if any of the following conditions exist:

1. You have changed your mind about an item

2. You bought the item by mistake

3. You do not have sufficient expertise to use the item

4. You can no longer access the item because it has been removed. We advise you to download items as soon as you buy them to avoid this situation.

If you would like to request a refund or credit please contact us at support AT revvspark.com. We will assess refund or credit requests on their merits, considering the digital nature of RevvSpark items and the type of item preview that was available before purchase.

If we decide to issue a refund or credit, this will generally be done using the same manner used to make the purchase. Any refund will be made in US dollars within ten (10) days of our notice of refund due.

QUESTIONS

If you have any questions, please contact us at:

Hello AT revvspark.com

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