Master Services Agreement

REVPARTNERS LLC

Updated December 19, 2025

This Master Services Agreement and any schedules attached hereto (this “Agreement”), is dated as of the effective date (the “Effective Date”) set forth on the signature page hereof, and is made by and between RevPartners LLC, a Georgia limited liability company (the “Company”) and the customer listed on the Order Form (hereafter, the “Customer”). Customer and Company may be referred to herein together as the “Parties”, and each may be referred to individually as a “Party”. 

This Agreement contains the terms and conditions upon which Customer has engaged Company to provide the Services (as defined herein). This Agreement is applicable to Customer regardless of the Services selected, as indicated on the Order Form and in any applicable Statement of Work (all as defined below), which may be updated by agreement of the Parties, from time to time, in accordance with the terms of this Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby acknowledged, Company and Customer agree as follows:

1 Services.

(a) Either Party may request, in writing, changes to the Services, or to a specific Statement of Work (a “Change Request”), as further described in Section 1.4(b). Material changes include, but are not limited to, requests for changes in scope, risks, specifications, costs, schedule, designs, deliverables, or other similar requirements. Company shall not be obligated to perform tasks described in any such Change Request unless and until the Parties agree, in writing, to the proposed change. The Parties agree that they shall evaluate any duly served Change Request in good faith, and, if agreed, implement all such changes, and, upon any such agreement and implementation, any fees which have been agreed to be adjusted shall, thereafter, be so adjusted, in accordance with such written change order.

(b) Any Change Request that a Party wishes to be considered shall be in writing, shall reference this Agreement, and any applicable Statement of Work (if applicable), and shall contain a reasonable and sufficient level of detail to allow the other Party to evaluate the same. Company may prescribe a written form for purposes of the same, and, if so, each Party agrees to use such form. For the avoidance of doubt, e-mail shall suffice for provision and acceptance of written notice with respect to Change Requests but shall specifically state in the same writing that the request is a “Change Request.”

(c) In addition to the foregoing, external project dependencies, which are not met and are not the responsibility of the Service Provider, may result in additional costs.

1.5. Privacy Policy. Customer acknowledges and agrees that use of the Services may require Customer to provide certain personal information about its authorized users. Customer may also share certain personal data about its contacts or customers in connection with the provision of the Services. All information Company collects through or in connection with the Services is subject to Company’s Privacy Policy (https://revpartners.io/privacy), as may be updated from time to time, which is incorporated herein by reference.

2. Company Obligations.

Promptly following the effective date of an Order Form or Statement of Work and in accordance with the terms of this Agreement, Company shall perform Services set forth in each Order Form or Statement of Work.

3. Customer Obligations.

(a) provide Customer Materials and all such other resources as may be necessary to provide the Services;

(b) participate in meetings (scheduled with at least two (2) business days advance notice) to review and discuss the Services, Deliverables, and such other matters as may be relevant to this Agreement; and

(c) provide reasonable cooperation and assistance that Company may reasonably request, to enable Company to provide the Services and otherwise perform its obligations under this Agreement.

(a) Generally. This Agreement contemplates that each Statement of Work may provide estimated start dates, estimated completion dates, and, if applicable, milestone dates for providing Services (and Deliverables, as applicable). As used in this Agreement, a “Customer Delay” means any action or inaction by Customer or its officers, employees, or agents, that causes Company to delay providing Services or tendering Deliverables to Customer or to otherwise deviate from the delivery schedule or completion date set forth in a Statement of Work. In the event of any Customer Delay or failure by Customer to comply with Section 3.1 above, Company may, by written notice to Customer, suspend the Services until it receives the information or materials reasonably required for it to continue with the Services. Customer acknowledges and agrees that Customer Delays may result in additional costs and expenses for Company, and that Customer shall be responsible for the payment of all such additional costs and expenses that result from Customer Delays.

(b) Discovery Documentation and Delivery Delays. Without limiting subsection (a) above, Customer acknowledges that timely provision of discovery documentation (including, without limitation, property mappings, data line items, and related intake materials) is essential to Company’s ability to perform the Services. If Customer fails to provide required discovery documentation or otherwise prevents Company from delivering designated epics or milestones for a period exceeding ten (10) business days from Company’s written request, the project shall be deemed to have entered a “Delayed Discovery Period”. During any Delayed Discovery Period, Company may invoice Customer on a weekly basis at a rate $3,600 per week (the “Discovery Delay Fee”) until the requested discovery materials are received and work can resume. The Discovery Delay Fee is intended to compensate Company for resource allocation, scheduling impacts, and administrative overhead resulting from Customer’s delay. Company shall notify Customer in writing before initiating such weekly billing.

(a) In the course of providing Services, Customer may provide to Company data (including data populated into HubSpot), documents, written works, design, layouts, technologies, software, systems, information, files, artwork, graphics, video, audio, reports or other proprietary information (the “Customer Materials”), that may be utilized by Company in the course of providing Services. As between the Parties, Customer is and will remain, the sole and exclusive owner of all rights, title, and interest in and to Customer Materials, including all Intellectual Property Rights therein, subject only to the license granted under Section 3.4(b). All other rights in and to Customer Materials are expressly reserved by Customer.

(b) Customer hereby grants to Company a fully paid-up and royalty-free, non-exclusive right and license to use, reproduce, perform, display, distribute, modify, and create derivative works and improvements of Customer Materials solely to develop the Deliverables and otherwise as necessary to perform the Services for the exclusive benefit of Customer. The term of such license will commence upon Customer’s first delivery of Customer Materials to Company, and shall expire automatically upon the earlier of (i) termination of this Agreement; or (ii) completion of the Order Form or Statement(s) of Work that require Company to utilize Customer Materials.

3.5. Non-Solicitation of Employees and Contractors. During the term of this Agreement and for a period of eighteen months (18) months thereafter, Customer agrees not to solicit, hire, recruit, engage, or attempt to hire, recruit, or engage, directly or by assisting others, any employees or contractors of Company, or induce the termination of employment or engagement of any employee or contractor of Company. This restriction shall apply to employees or contractors of Company who were employed or contracted at any time during the term of this Agreement up until the termination of the Agreement. In the event of a breach of this provision, Customer agrees to pay Company as liquidated damages, and not as a penalty, an amount equal to two (2) times the total compensation paid to the employee or contractor by Company during the last twelve (12) months of the employee’s or contractor’s service with Company; provided, however, if such employee or contractor does not have a twelve-month history with Company the liquidated damages shall be calculated as follows: the average monthly compensation during the employee or contractor’s affiliation with Company times twenty-four (24). The Parties agree that these liquidated damages are a reasonable estimate of the harm Company would suffer from such a breach and that actual damages would be difficult to ascertain. 

4 Fees and Expenses. 

5. Limited Warranty and Limitation of Liability.

(a) using personnel of industry standard skill, experience, and qualifications; 

(b) in a workmanlike and professional manner in accordance with generally recognized industry standards for similar services; and

(c) in compliance with all applicable laws and relevant statutory requirements.

(a) Company shall use reasonable commercial efforts to promptly cure any such breach; provided, that if Company cannot cure such breach within a reasonable time (but no more than thirty (30) days) after Customer’s written notice of such breach, Customer may, at its option, terminate the Agreement by serving written notice of termination in accordance with Section 9.4.   

(b) In the event that this Agreement is terminated pursuant to this Section 5.2, Company shall, within thirty (30) days after the effective date of termination, refund to Customer any fees paid by Customer for Service not yet provided or Deliverables (as defined below) not yet delivered to Customer up to and including the date of termination on a pro-rated basis.  

(c) The foregoing remedy shall not be available unless Customer provides written notice of such breach within thirty (30) days after delivery of such Service or Deliverable to Customer.

(a) OTHER THAN AS PROVIDED IN SECTION 5.1, THE COMPANY MAKES NO OTHER WARRANTIES. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILTY OR NON INFRINGMENT, ARE EXPRESSLY DISCLAIMED, AND THE SAME SHALL BE CONSIDERED AS DELIVERED “AS IS” AND “WHERE IS”.

(b) IN ADDITION TO, AND IN NO WAY LIMITING THE FOREGOING, THE COMPANY MAKES NO GUARANTEES OF SUCCESS RELATED TO THE GOALS OF THE CLIENT IN CONTRACTING FOR PROVISION OF THE SERVICES, IN ANY MANNER. FAILURE TO ACHIEVE STATED GOALS OF THE CUSTOMER, WHETHER RECTIED IN AN ORDER FORM OR STATEMENT OF WORK, OR OTHERWISE, SHALL NOT CONSITUTE A BREACH OF THIS AGREEMENT BY THE COMPANY, IN ANY RESPECT, AND NO REFUND OF ANY FEES WHICH ARE PAID, OR DUE AND PAYABLE, SHALL BE MADE IN ANY SUCH EVENT. 

(a) IN NO EVENT SHALL THE COMPANY BE LIABLE TO THE CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. 

(b) IN NO EVENT SHALL THE COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO THE COMPANY PURSUANT TO THE APPLICABLE ORDER FORM OR STATEMENT OF WORK FOR THE THREE (3) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 

6. Intellectual Property. 

7. Confidentiality.

8. Relationship.

(a) Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within thirty (30) days after receipt of written notice of such breach; or

(b) Becomes insolvent or admits its inability to pay its debts generally as they become due; or

(c) Becomes subject, voluntarily, or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven (7) days or is not dismissed or vacated within forty-five (45) days after filing; or

(d) Is dissolved, liquidated, or takes any corporate action for such purpose; or

(e) Makes a general assignment for the benefit of creditors; or

(f) Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

10. Indemnification.

Each Party (an “Indemnifying Party”) shall indemnify, defend and hold harmless the other Party and its and their respective representatives, officers, directors, employees, agents, affiliates, successors and assigns (collectively, the “Indemnified Parties”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, fees and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers, incurred by Indemnified Party (collectively, “Losses”), to the extent arising out of or resulting from any claim of a third-party alleging:  (a) any grossly negligent or more culpable act or omission of Indemnifying Party or its personnel (including any recklessness or willful misconduct) in connection with the performance of its obligations under this Agreement; (b) any bodily injury, death of any person or damage to real or tangible personal property caused by the negligent acts or omissions of Indemnifying Party or Indemnifying Party’s personnel; (c) any infringement of the Intellectual Property Rights of any third-party by the Indemnifying Party; (d) any violation of Third-Party Licenses, or (e) any failure by Indemnifying Party or its personnel to comply with applicable laws, as the interpretation of which are reasonably understood by such Party, acting in good faith.

11. Miscellaneous.

(a) In no event will either Party be liable or responsible to the other Party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments), when and to the extent such failure or delay is caused by any circumstances beyond such Party’s reasonable control (a “Force Majeure Event”), including (i) acts of God; (ii) flood, fire, earthquake, public health emergencies, or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government order, law, regulations or actions to the contrary of the purposes of this Agreement; (v) embargoes or blockades in effect on or after the date of this Agreement; (vi) national or regional emergency; (vii) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (viii) shortage of adequate power or transportation facilities.

(b) In the event of any failure or delay caused by a Force Majeure Event, the affected Party shall give prompt notice to the other Party, stating the period of time the occurrence is expected to continue and use diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event. Either Party may terminate this Agreement, by notice and without further liability to either Party, if a Force Majeure Event affecting the other Party continues, substantially uninterrupted, for a period of thirty (30) days or more.

[End of Terms of Service]