Statement of Work

Most of this is common sense, but as with many things in life, it’s better if the details are clearly spelled out in order to avoid confusion.

Please read (and initial in the areas provided) the statement of work below and let's start building your marketing funnel together!

The unofficial version:

  1. We will do exactly everything we said we'd do, no more, no less. We will give you everything we agreed to give you in a timely manner (usually less than 10 business days).
  2. Yet, we can't get started until you give us some information. Don’t think we have the mental powers of the amazing Kreskin to read minds. We're going to need some information from you to get the job done.
  3. Relationships are complicated... unless you have a few ground rules. Who can date who, and how we'll keep each others secrets are all laid out below. Even what happens if we break up.

Now for the official version:

Platinum Tech Statement of Work

Services Provided by DFY Web Solutions and the TEAL Agency (DFY)

  1. Serve as the back up technical services agency for client.
  2. Build and integrate funnels with Shopify, including upsells, order bumps, etc. as necessary/requested.
  3. Recurring meetings and consulting will occur as needed by the client, keeping in mind the contractor time constraints listed below. This will include both insights into online marketing trends as well as technical roadmap planning inclusive of any topic that does not violate existing NDA agreements.
  4. DFY will provide additional ad hoc technical support as necessary, including troubleshooting problems and implementing fixes, including working with vendors (hosting, tracking, etc) until a resolution is found.
  5. DFY will make recommendations regarding infrastructure (example, software and hosting/server company and set up) as necessary.
  6. A fixed charge of $9,000 will be due upon execution of this agreement and then on or about the 4th of each month ongoing during this agreement.
  7. Client understands this Statement of Work is based on information provided by the Client and DFY reserves the right to evaluate pricing structure every 180 days if scope expands beyond this agreement.
  8. Please place your initials in the box to indicate: "I have read the description of the services listed above and agree to the listed scope of work."


    Your Responsibilities and Information to Be Provided to DFY Web Solutions to Start Work

    1. The client understands that login and password information will need to be shared with DFY Web Solutions in order for work to commence. This includes but is not limited to Clickbank and shopping cart account, Google Analytics accounts, email service providers, etcetera.

    Please place your initials in the box to indicate: "I have read the services description listed above and agree to the listed scope of work."


    Additional Terms and Conditions

    General “working” hours are from 9AM to 4PM EST. Emails and other messages outside of these times will be answered in as timely a manner as is feasible. In 'emergency' situations - any situation that substantially interrupts orders, for example - we will respond as quickly as possible to help troubleshoot/fix as appropriate. We understand these times are critical and will treat them the same way we'd treat our own business.

    Services NOT Provided in This Agreement

    In addition to any services excluded above, the following services are not provide by DFY Web Solutions under this agreement:

    1. No website development work is included with this service.
    2. Termination of Agreement

      1. Both Client and DFY Web Solutions will be entitled to terminate this agreement automatically by giving seven (7) days written notice to the other party at any time. There will be no pro-rata refunds if termination happens in the middle of a billing cycle. (See "Ownership of Materials").

      Guarantee and Refunds

      1. DFY Web Solutions guarantees that all work will be performed as specified in these terms and conditions. If the Client is dissatisfied with services rendered, a full refund for the current billing cycle (maximum of one (1) billing cycle) will be provided with written notice of termination and the destruction or deletion of any work product (See "Ownership of Materials").
      2. Refund only applies in cases where all materials were provided to execute the services, and services were rendered. No refunds will be granted in cases where no services were rendered due to the Client not providing materials necessary to provide services or a simple 'change of mind'. The guarantee is based on the performance of services rendered only.
      3. Non-Disparagement. Client covenants and agrees that, beginning as of the date hereof and continuing until two years after the termination of this agreement, neither it nor any of its respective agents, subsidiaries, Affiliates, successors, assigns, officers, key employees or directors, shall in any way, directly or indirectly, alone or in concert with others, cause, express or cause to be expressed in a public manner, orally or in writing, any remarks, statements, comments or criticisms that disparage, call into disrepute, defame, slander or which can reasonably be construed to be defamatory or slanderous to the other Parties or such other Parties’ subsidiaries, Affiliates, successors, assigns, officers (including any current officer of a Party or a Parties' subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders, agents, attorneys or representatives, or any of their products or services.

      Ownership of Materials

      1. All spreadsheets, formulas, algorithms and similar items produced by DFY Web Solutions (if any) hereunder in connection with the services in this agreement shall be, at all times, the sole property of the DFY Web Solutions. The Intellectual Property of these items will remain with the DFY Web Solutions, and they are supplied for use by the client under license.
      2. In the case of termination by either party, spreadsheets, formulas, algorithms and similar items produced by DFY Web Solutions (if any) belong to DFY Web Solutions, and must be removed from the client's account at the end of the agreement unless express written permission has been provided by the DFY Web Solutions. Violation of this term will result in a $25,000 for liquidated damages paid to DFY Web Solutions within ten (10) days following the demand therefore. Client agrees that this will not be construed as a penalty and shall be enforceable by any court of competent jurisdiction.
      3. Non-modification. The client will also not modify or duplicate any of the intellectual property under any circumstances. Any new intellectual property with a similarity of 51% or more would be considered a violation of this term and penalties will apply.
      4. DFY Web Solutions reserves right to use proof of Client’s results in future marketing campaigns.
      5. Material provided by the Client shall remain the property of the Client.

      Confidentiality and Exclusivity

      1. Confidentiality. Each party shall at all times keep all "Restricted Proprietary Information" (strategy, proprietary material, methods, programs, information, trade secrets, etcetera.) confidential and shall not use nor disclose the Restricted Information for any purpose other than in the performance of its obligations under this agreement. This clause shall survive the termination of this agreement without expiration.
      2. Exclusivity. The Client agrees that the DFY Web Solutions shall remain its exclusive dashboard provider for the duration of this agreement.
      3. Non-Exclusivity Of The DFY Web Solutions. The client agrees that the DFY Web Solutions may at times be engaged by other clients in the same industry as the client. Nothing shall prevent the DFY Web Solutions from doing so. At all times the DFY Web Solutions will protect the confidentiality and intellectual property of the client.

      Liability

      1. DFY Web Solutions is solely providing the services to the client and is not in any other manner affiliated with the client or the client’s business past or present.
      2. The client hereby agrees to defend, indemnify, protect and hold harmless DFY Web Solutions, from any and all claims, liabilities, damages, costs (including attorney's fees) or expenses of whatever nature, which may arise directly or indirectly, to any party, as a result of the Services provided by DFY Web Solutions, under this Agreement or unauthorized distribution thereof.
      3. DFY Web Solutions Intellectual Property Indemnification. DFY Web Solutions shall defend, indemnify and hold harmless client from and against any and all Losses based on any allegations that would evidence or constitute a breach of the warranties contained herein, or that the deliverables, work product or any other intellectual or industrial property delivered or licensed or to which rights are otherwise acquired hereunder (collectively, the “IP Assets”), or any part or parts thereof, infringe or misappropriate the rights of others. In the event that any IP Assets are alleged or found to be misappropriated from, or to infringe on the intellectual property rights of, a third party, or if their use by client is enjoined, then DFY Web Solutions shall: (i) secure a license to use such portion to enable such IP Assets to be utilized in a manner consistent with the terms of this Agreement, (ii) replace the same with other intellectual or industrial property assets with equally suitable, functionally equivalent, compatible, non-infringing assets or services, or (iii) modify the IP Assets so that they no longer infringe or misappropriate the rights of others, while still meeting the requirements of this Agreement (including the requirements of each applicable Statement of Work).

      Miscellaneous

      1. Additional Services The scope of the services is limited to the aspects laid out in this agreement. Any further consultation / service will be considered a new and separate agreement billed separately. The client acknowledges and agrees that the Services provided under this Agreement for the use of the client are the limit of this agreement. Any further or future services will require a separate agreement. The terms and conditions herein set forth constitute the entire agreement between the parties hereto with respect to the subject matter hereof, and shall supersede any and all prior agreements, undertakings, representations and communications between the parties. No assignment or modification of this Agreement shall be binding unless made in writing and properly executed by each of the parties hereto.
      2. Severability. If any provision contained in this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
      3. Authority. All Parties represent and warrant that they have taken all actions and obtained all authorizations, consents, and approvals that are conditions precedent to their authority to execute this Agreement.
      4. Governing Law. This Agreement shall be deemed to be a contract made under, and for all purposes shall be governed by and construed in accordance with the laws of the State of North Carolina. The state courts of Mecklenburg County, North Carolina shall have sole and exclusive jurisdiction over all disputes that arise from or relate to this Agreement or the attachments thereto.
      5. Construction. This Agreement is not to be construed against any party but shall be construed equally as to each party hereto.
      6. Entire Agreement. This Agreement constitutes the entire understanding between the Parties and merges the full agreement reached between the Parties and all prior oral negotiations. The Agreement is not to be modified except by subsequent written instrument executed by the Parties.
      7. Please check the box below place your email address in the text area to indicate: "I have read the entire service description listed above and agree to the listed scope of work and am ready to get started."

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