Klaviyo Intensive Agreement
PLEASE READ THIS KRIS DARIA KLAVIYO INTENSIVE AGREEMENT (“AGREEMENT”) CAREFULLY. WHEN YOU ACCEPT THESE TERMS THROUGH KRIS DARIA’S SCHEDULING PAGE, PAY A FEE IN EXCHANGE FOR AN INTENSIVE, OR OTHERWISE BOOK AN INTENSIVE, YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT BOOK A KLAVIYO INTENSIVE.
This agreement is between Krispahlyn Daria (“we”, “us” or “Company”) and you (“Client”) (collectively as the “Parties”)
TERMS AND CONDITIONS
- Services to be Provided.
1.1 We will provide you 3 hours of strategic consultation & implementation under our Klaviyo Intensive (“Intensive”):
1.2 The Parties shall perform the Services described in this Agreement. Subject to the terms and conditions of this Agreement, Company shall complete the Services in a timely manner and as directed by Client. All Services are subject to Client’s final approval and will be performed in accordance with Client’s standards. Company is not authorized to enter contracts or agreements or create obligations on behalf of Client to third parties unless otherwise indicated by Client, in writing. Company agrees to use Company’s best efforts in the diligent performance of the duties Company performs on behalf of Client.
- Client Duties.
2.1 You agree to provide us with any additional information we request in connection to our services throughout the term of this Agreement. You agree to respond to all requests in a timely and professional manner.
2.3 You agree to immediately advise us of any changes to your operations or other information that may require a change in the scope of our services to you under this Agreement.
3.1 This Agreement is effective as of the date you first accept these terms through our Intensive scheduling page, pay us a fee in exchange for an Intensive, or otherwise book an Intensive, whichever occurs soonest (“Effective Date”). The initial term for the Intensive shall start on the date you accept this Agreement by booking your Intensive (“Session Agreement Start Date”) and continue for until the end time of your scheduled session (“Term”).
- Fees and Payments.
4.1 You agree to pay a total sum of $697 USD for our services under this Agreement at the time the Intensive is scheduled.
4.2 You understand and agree that all payments are deemed earned and non-refundable at the time in which they are paid.
4.3 You further agree and understand that you are responsible for any expenses that may be incurred as it relates to your implementation of recommended strategies; including but not limited to: equipment, software, and third-party services.
- Availability and Rescheduling.
5.1 We respect your time and commitment, and thus expect you to respect our time and commitment throughout the course of the relationship. You are expected to be available on the days and times in which you have indicated your availability. Including the date and time of your Intensive, as well as any required appointments for post Intensive deliverables, as outlined in paragraph 1.
5.2 In the event that you need to reschedule your Intensive or any subsequent appointments, we require THREE (3) BUSINESS DAYS written notice, along with your next date(s) of availability. If you fail to meet this notice requirement, we will charge a $250 USD cancellation fee for lost time.
5.3 In the event that we need to reschedule your Intensive or any subsequent appointments, we will notify you in writing at least THREE (3) BUSINESS DAYS in advance along with our next date(s) of availability. We will do our best to work with you in solidifying a date and time that works best for everyone.
5.4 You acknowledge that rescheduling your Intensive does not change the date in which payments for services are due, as outlined in paragraph 4. You further acknowledge that should you decide to cancel our services, that you must do so in accordance with this paragraph 6 and that doing so does not remove or negate your obligation to pay us for our services as outlined in paragraph 4 above.
- Termination of Agreement.
6.1 Either party may terminate this Agreement at any time by written notice to the other party. The following actions may automatically terminate this agreement without written notice:
- AN UNCURED PARTY BREACH
- CLIENT’S FAILURE TO MAKE TIMELY PAYMENT
- CLIENT MISSES MORE THAN TWO (2) SCHEDULED SESSIONS WITHOUT PROVIDING PROPER NOTICE
6.2 You agree and understand that a termination of this Agreement does not remove or negate your obligation to pay us for our services as outlined in paragraph 4 above.
6.3 In the event of a termination, you will immediately lose access to our platforms and materials and we shall return any and all permissions, logins, and confidential information you provided us during the term and scope of this Agreement.
- Disclaimer and Warranties.
7.1 Company operates to the best of its ability and judgment, and cannot guarantee that its services will guarantee any specific results or revenue.
7.2 Company warrants that all services performed and provided under this Agreement will be of a professional quality, will be performed and provided by fully trained, suitably qualified, capable and competent personnel, will conform to generally accepted professional practices in Company’s field and will be performed in a workmanlike and ethical manner. Company will comply with all applicable federal, state and local laws, rules and regulations when performing the services and providing any deliverables.
7.3 NO OTHER WARRANTIES. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THERE ARE NO WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE SERVICES OR THE DELIVERABLES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
- Residual Rights of Personnel.
8.1 Notwithstanding anything to the contrary herein, Company and its personnel will be free to use and employ its and their general skills, know-how and expertise, and to use, disclose, and employ any generalized ideas, concepts, know-how, methods, techniques or skills that may be gained or learned during in connection with the performance of the services, so long as it or they acquire and apply such information without disclosure of any Confidential Information of Client.
- Intellectual Property.
9.1 Client acknowledges and agrees that all content presented within the scope of this Agreement are protected by copyrights, trademarks, service marks, patents, technology, trade secrets, or other proprietary rights and laws, and is the sole property of the Company and/or its Affiliates. Client is only permitted to use the content as expressly authorized by the Company. Except for a single copy made for personal use only, Client may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any documents or information in any form or by any means without prior written permission from the Company. Any unauthorized use of the materials provided during the course of this Agreement may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.
9.2 Both parties acknowledge and understand that all rights in and to all writings, inventions, improvements, processes, procedures, techniques, information and other materials that may be furnished to Company by Client during the course of performing the services are and shall remain the sole and confidential property of Client.
The Parties agree to keep confidential any and all proprietary information relating to the other party’s business, and any other information not generally made available to the public (collectively, “Confidential Information”). The term Confidential Information includes the terms of this Agreement. The Parties shall use all commercially practicable efforts to safeguard the secrecy and confidentiality of each other’s Confidential Information, and shall not disclose any of the Confidential Information to any third party (other than as required to fulfill its contractual obligations or with the written consent of the other party), during the Term and thereafter. Both Parties promise and agree to exercise best efforts to safeguard all passwords and other login information from third-parties and the general public.
11.1 Each party agrees to indemnify, defend, and hold the other party harmless from all foreseeable claims, losses, expenses, fees (including reasonable attorneys’ fees) costs, and judgements, that may be asserted against the other party that results from its breach of this Agreement, its negligence, or its willful misconduct.
- Limitation of Liability.
12.1 Neither party will be liable for breach of contract damages that are remote or speculative, or that the breaching party could not reasonably have foreseen when entering into this Agreement.
- Miscellaneous Provisions
13.1 Governing Law and Dispute Resolution. This Agreement shall be construed under and in accordance with laws of the Province of Quebec.
- that prior to going to court, any dispute that may arise regarding the nature, performance or implementation of this mission will be subject to a mediation process;
- to participate in good faith in such mediation process once a written request for mediation has been filed by one of the parties to the mission.
Any mediation undertaken as a result of this mission will be administered in the Province of Quebec in accordance with its mediation rules and any subsequent mediation will be conducted in the Province of Quebec in accordance with its laws. Decisions resulting from the mediation will be binding only if each party agrees to abide by them. The cost of the mediation proceedings will be shared equally by the parties involved.
I will meet all reasonable efforts to complete the assignment on the terms set out in this Agreement and within the agreed time frame.
13.2 Representations and Warranties.
Each party represents and warrants to the other party that it has the right to enter into this Agreement and fulfill its obligations without violating any other agreement entered into with any third-party. Each party further represents and warrants to the other party that to the best of its knowledge, any and all materials or information of any kind that it provides: (i) does not infringe upon any third-party rights of any kind, including without limitation, any intellectual property rights, unfair competition, or publicity or privacy rights; and (ii) is true and accurate in all respects.
The benefits and obligations of each of the parties under this Agreement may not be assigned without the written consent of the other party.
13.4 Schedules and Exhibits.
All Schedules and Exhibits to this Agreement, if any, are incorporated by reference into, and made a part of, this Agreement.
In case any one or more of the provisions contained in this Agreement, for any reason, is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement, and shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in this Agreement.
The fact of authorship by or at the request of a party must not affect the construction or interpretation of this Agreement
13.7 Modifications and Amendments.
No modification or amendment of this Agreement or waiver of any provision of this Agreement will be valid unless in writing and signed by both Parties.
13.8 Force Majeure.
Neither Party will be liable to the other, or will be considered to be in breach of this Agreement, on account of any delay or failure to perform as a result of any acts of God, acts of any political entity, natural disasters, pandemics and epidemics, or any other causes or conditions that are beyond such party’s reasonable control. Should any such event occur, the affected party will give prompt written notice to the other party and will use commercially reasonable efforts to minimize the impact of the event.
Any notice required to be given under this Agreement must be in writing and delivered to the other designated party by email or by mail to the party’s above stated address by certified, registered or Express mail, or by Federal Express.
13.10 Independent Contractor Status.
The relationship between the Parties under this Agreement is that of independent contractors. No joint venture, franchise, partnership, employment agreement, or agency is created under this Agreement.
13.11 Entire Agreement.
This Agreement constitutes the entire agreement between the Parties and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.
The Parties certify and acknowledge that they have had the opportunity to read this Agreement, and that they have voluntarily entered into this Agreement fully aware of its terms and conditions.