When you sign on to work with us, you'll receive this agreement via Pandadoc to sign before getting access to our client resources here.

Karvel Digital Client Service Agreement

This Service Agreement is entered into and effective as of the date signed ("Effective Date"), by and between [Client.Company] (“Client”), having an address of [Client.StreetAddress] [Client.City], [Client.State] [Client.PostalCode] [Client.Country] and Karvel Digital (“Company”), having an address of 5020 NE Martin Luther King Jr. Blvd, Portland, OR 97211, United States In consideration of Client retaining Company to perform marketing consulting and implementation services, it is agreed as follows:

1. SCOPE OF SERVICES

Client hereby retains Company to provide marketing automation & business systems implementation services by purchasing Million Dollar Systems or Automation Sampler.

(a) The Million Dollar Systems program includes the following services and benefits:

1. Document your business and marketing processes so your systems are visible outside of your software tools (and your head).
2. Documenting your marketing assets and content in an Automation Hub Airtable database* (*Must be exportable to a CSV via your software tools)
3. Create or optimize your funnel for your primary offer including 1 welcome sequence and 1 sales sequence
4. Measuring and tracking performance of your email marketing
5. Consulting on messaging to improve email performance
6. Monthly performance reporting
7. Building automated follow-up systems for your most engaged leads
8. Improving efficiency by automating ​key business processes
9. Strategic selection of software to best implement your business and marketing automation
10. Creation and manage data integrations via Zapier or similar integration service

​You and your team will also receive access to our Million Dollar Systems resource area and Automation Club membership community.

(b) Additional services, beyond those described above (such as new landing page design, sales page templates, membership site creation, and community site building), will require additional fees to be discussed and agreed upon by the parties. 

2. CLIENT DUTIES

(a) Compensation: In consideration for the services provided by Company to Client as set forth in paragraph 1 above, Client agrees to pay Company an fee of $9000 payable in full or monthly installments of $1500 for 6 months. A month-to-month plan is available for $2000/month with a 2-month minimum. Company’s obligation to render services hereunder is conditioned upon Client’s payment of said fee on a timely basis. The payment schedule choices are as follows:

1. Pay in Full $9,000 for 6 months of services
2. Monthly payments of $1500 for 6 months
3. Monthly payments of $2000 with a 2-month minimum

Payments are automated and billed to your payment method each month. If your payment fails, you have 7 days to update your payment method. If your payment is past due after 7 days, services will be suspended.

(b) Tools to be Provided by Client: Client agrees to provide all tools, information and documentation that may be required by Company to effectively perform said responsibilities in connection with the performance of services.

(c) Expenses: Client agrees to reimburse Company for expenses incurred by Company solely on Client’s behalf, such as travel expenses, and the like; provided, however, that any single expense or related group of expenses must first be approved by Client in writing, otherwise, Client will have no obligation to pay such expense. Company agrees to provide Client with a monthly expense invoice, and Client agrees to make payment to Company within thirty (30) days from date of delivery of said expense invoice to Client.

(d) Additional Client Duties: Client is expected to:

1. Attend all scheduled calls and provide 24-hour notice if you need to reschedule,
2. Provide feedback on deliverables within 5 business days unless otherwise arranged.
3. Utilize designated support channels to allow our team to efficiently handle your requests.
4. Provide content by uploading files to the Shared Drive folder provided.
5. Use secure best practices to share access to software tools as needed for delivery of services.

3. TERM

This engagement shall commence on the date of your first payment and shall continue for up to 6 months or until cancellation by either party in accordance with paragraph 4.

During the rendering of the above-described services, services may not be “paused” or placed on hold. Likewise, cancellation during the initial service-rendering is not permitted; should Client decide to no longer work together, Client is still liable for the full amount of the contract. The Client will have access to a self-billing portal to adjust any payment methods as needed. Failed payments will be sent to collections after 3 attempts and the Client will be removed from program, with no ability to return to company as a Client.

4. CANCELLATION

Client may cancel this Agreement for any reason by providing a minimum of 30 days written notice to Company. Cancellation of this Agreement by Client will not extinguish Client’s obligation to pay the fee specified in Paragraph 2(a). In the event Client cancels this Agreement, Client will also remain obligated to pay all pre-approved expenses incurred by Company on Client’s behalf. Company may cancel this Agreement at any time for any by accessing the payment portal or notifying Client in writing. In the event that Company cancels this Agreement, Company will provide a prorated refund of any overages of monthly fees paid minus any approved, unpaid expenses incurred on Client’s behalf.

5. NO GUARANTEES

Company cannot guarantee the outcome of marketing automation services and Company’s comments about the outcome are expressions of opinion only. Company makes no guarantees other than that the services described in Paragraph 1(a) shall be provided to Client in accordance with the terms of this agreement. Client acknowledges that Company cannot guarantee any results for marketing automation and as such outcomes are based on subjective factors that cannot be controlled by Company.

6. CONFIDENTIALITY

(a) Client Information: Any and all Client information and data of a confidential nature, including but not limited to any and all design, creative, marketing, sales, operating, performance, know how, business and process information (hereinafter referred to as “Confidential Information”), shall be treated by Company in the strictest confidence and not disclosed to third parties or used by Company for any purpose other than for providing Client with the services specified hereunder without Client’s express written consent. Confidential Information shall not include any information which (a) becomes available to the public through no breach of confidentiality by Company, (b) was in Company’s possession prior to receipt from the disclosure, (c) is received by Company independently from a third party free to disclose such information, or (d) is independently developed by Company without use of the Client’s Confidential Information. Upon request, Company hereto will promptly return or destroy all documents containing Confidential Information and delete all electronic records of or containing the same.

(b) Public Disclosure: Neither party may disclose the terms of this Agreement. Neither party shall make any formal or informal public statement, press release or other announcement regarding the existence or terms of this Agreement without the other party’s prior written approval.

(c) Non-Disparagement: Member shall, during and after the participation in and use of the Company’s services, refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding Company, or any of Company’s officers, directors, employees, personnel, agents, policies, services or products, other than to comply with law.

7. INDEPENDENT CONTRACTORS

(a) Independent Contractor Relationship: This Agreement shall not render Company an employee, partner, agent of or joint venturer with the Client for any purpose. Company is and will remain an independent contractor in its relationship to the Client. Company is or remains open to conducting similar tasks or activities for entities other than the Client and holds itself out to the public to be a separate business entity. Company shall retain sole and absolute discretion in the manner and means of carrying out the activities and responsibilities under this Agreement. Company shall be responsible to the ownership and management of the Client, but Company will not be required to follow or establish a regular or daily work schedule. Company will not rely solely on the equipment or offices of Client for completion of tasks and duties set forth pursuant to this Agreement. Any advice given to Company regarding services performed for the Client shall be considered a suggestion only, not an instruction. Client retains the right to inspect, stop or alter the work of Company to assure its conformity with this​

Agreement and Client needs. Company and Client agree to conform to any and all IRS tests necessary to establish and demonstrate the independent contractor relationship between Client and Company.

(b) Taxes & Benefits: Company will be responsible for filing its own tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Client shall not be responsible for withholding taxes with respect to Company’s compensation. Company shall have no claim against Client for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits or employee benefits of any kind.​

8. NO COMPETITION

Company will not, directly or indirectly, contact or perform services for the Client’s clients for a time period of one year after this Agreement ends unless Client provides written permission. Company shall not, directly or indirectly hire, solicit, or encourage to leave the Client’s employment, any employee, consultant or contractor of the Client or hire any such employee, consultant, or contractor who has left the Client’s employment or contractual engagement within one year of such employment or engagement unless Client provides written permission.

9. TRANSFER OF INTELLECTUAL PROPERTY RIGHTS

Provided Client has complied with the terms of this agreement, and upon final payment to Company for services, Company shall automatically thereby grant, transfer, assign and convey to Client, and its successors and assigns, all right, title, interest, ownership and all subsidiary rights, including all rights accruing to Company under the United States Copyright Act, in and to all works of authorship and all copyrights, patents, trade secrets and any other intellectual property rights, business concepts, plans and ideas, reports, manuals, visual aids, documentation, inventions, processes, proposed products, services, techniques, marketing ideas, and commercial strategies, that have been or will be created by Company, for Client (“the Work”) for use throughout the world in perpetuity in any manner or media whether now known or hereafter invented. Company hereby further waives any moral rights it may have with regard to Client’s uses of the Work. Company agrees, at Client’s reasonable expense, to cooperate as may be necessary to assist Client in enforcing Client’s rights in the Work. Notwithstanding the foregoing, Client grants Company a worldwide, nonexclusive, revocable license to display the written or visual content developed by Company for Client only in association with Company’s portfolio and for other business development and marketing purposes.

10. WARRANTIES

(a) Company’s Warranties: Company represents, warrants and covenants that Company has full authority to enter into this Agreement and that all of the services, whether performed by Company or any of its subcontractors, will be rendered using sound, professional practices and in a competent and professional manner by knowledgeable and qualified personnel.

(b) Client’s Warranties: Client represents, warrants and covenants that Client has full authority to enter into this Agreement and has or will obtain, during all times relevant hereunder, all of the necessary consents, rights, licenses, clearances, releases or other permissions to lawfully consummate the transactions and lawfully discharge, in all material respects, each and every of Client’s obligations or duties set forth hereunder, whether performance is due now or hereafter during the Term.

(c) EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED THROUGHOUT THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED.

11. LIMITATION OF LIABILITY

(a) IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, MULTIPLE, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; AND

(b) IN NO EVENT SHALL A PARTY’S LIABILITY EXCEED THE FEES PAID UNDER THISAGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY.

(c) THE FOREGOING LIMITATIONS IN THIS SECTION 11 SHALL NOT APPLY TO A BREACH OF CONFIDENTIALITY BY A PARTY HEREUNDER OR THE OBLIGATIONS UNDER PARAGRAPHS 6, 9 AND 19.

12. CODE OF CONDUCT

You agree to comply with the COMPANY Code of Conduct, which has been made available to You and of which you have read and understand. COMPANY may change the Code of Conduct at any time by posting a revised Code of Conduct on the above website or by providing you with notice as otherwise provided in this Agreement. You represent that you have read the Code of Conduct and agree to monitor the website regularly for changes to the Code of Conduct. Such changes are effective immediately when they are posted to the website.

13. ENTIRE AGREEMENT; MODIFICATION; WAIVER

This Agreement constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by all the parties. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.

14. NEUTRAL CONSTRUCTION

This Agreement was prepared by Company and/or Company’s legal counsel. It is expressly understood and agreed that this Agreement shall not be construed against Company merely because it was prepared by its counsel; rather, each provision of this Agreement shall be construed in a manner which is fair to both parties.

15. COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

16. ASSIGNMENT

This Agreement shall be binding on, and shall inure to the benefit of, the parties to it and their respective heirs, legal representatives, successors, and assigns; provided, however, that Client may not assign any of its rights under this Agreement, except to a wholly owned subsidiary entity of Client. No such assignment by Client to its wholly owned subsidiary shall relieve Client of any of its obligations or duties under this Agreement.

17. NOTICES

All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service if served personally on the party to whom notice is to be given, or on the day after mailing if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, and properly addressed as follows:

To Company at: 5020 NE Martin Luther King Jr. Blvd, Portland, OR 97211

To Client at [Client.StreetAddress]​ [Client.City], [Client.State] [Client.PostalCode]​ [Client.Country] Any party may change its address for purposes of this paragraph by giving the other parties written notice of the new address in the manner set forth above.

18. GOVERNING LAW; VENUE; MEDIATION

This Agreement shall be construed in accordance with, and governed by, the laws of the State of Oregon as applied to contracts that are executed and performed entirely in Oregon. The exclusive venue for any court proceeding based on or arising out of this Agreement shall be Multnomah County, Oregon. The parties agree to attempt to resolve any dispute, claim or controversy arising out of or relating to this Agreement by mediation, which shall be conducted under the then current mediation procedures of The CPR Institute for Conflict Prevention & Resolution or any other procedure upon which the parties may agree. The parties further agree that their respective good faith participation in mediation is a condition precedent to pursuing any other available legal or equitable remedy, including litigation, arbitration or other dispute resolution procedures.

19. RECOVERY OF LITIGATION EXPENSES

This Agreement shall be construed in accordance with, and governed by, the laws of the State of Oregon as applied to contracts that are executed and performed entirely in Oregon. The exclusive venue for any court proceeding based on or arising out of this Agreement shall be Multnomah County, Oregon. The parties agree to attempt to resolve any dispute, claim or controversy arising out of or relating to this Agreement by mediation, which shall be conducted under the then current mediation procedures of The CPR Institute for Conflict Prevention & Resolution or any other procedure upon which the parties may agree. The parties further agree that their respective good faith participation in mediation is a condition precedent to pursuing any other available legal or equitable remedy, including litigation, arbitration or other dispute resolution procedures.

20. SEVERABILITY

If any term, provision, covenant or condition of this Agreement is held by an arbitrator or court of competent jurisdiction to be invalid, void or unenforceable, the rest of the Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

21. TERMS OF SALE

You hereby ratify your understanding that all service fees are non-refundable unless canceled by the COMPANY as noted in section 4, and waive any rights to charge-back your purchase with your credit card processor.

22. SIGNATURES

IN WITNESS WHEREOF, the parties to this Agreement have duly executed it on the day and year first above written.