Service Agreement

Effective Date: October 23, 2025

Parties: SpecialistHQ.com ("Provider," "we," "us") and the agency identified in any Form/Order Form/SOW ("Agency," "you").

Related Entities: Agency's clients are "End Clients." Provider's staff and contractors are "Specialists."

This Agreement governs Provider's services for Agency. Project-specific details (roles, rates, hours, start date, tools access, etc.) are set in each Order Form / Statement of Work ("SOW"). In case of conflict, the SOW controls.

1) Scope of Services

1.1 Klaviyo (white-label). Provider supplies Specialists who work under Agency direction on Klaviyo email/SMS tasks: (a) flows & automations; (b) campaigns (build/segment/QA/send/report); (c) list growth & forms; (d) migrations to/from Klaviyo; (e) data & reporting; (f) Shopify/Klaviyo configuration/integrations. Provider is not the strategy owner and does not represent or manage or communicate with End Clients.

1.2 HR Services - Separate Agreement. Recruiting, sourcing, screening, placement, or any HR/people services are not provided under this Agreement. If Agency engages HR services, those services are delivered under the Specialist.PH Service Agreement at https://specialist.ph/service-agreement/ and are governed exclusively by that separate agreement. There is no cross-liability, cross-indemnity, or offset between this Agreement and the Specialist.PH Service Agreement.

1.3 Exclusions (this Agreement). Unless a SOW expressly says otherwise, Provider does not: give legal/compliance advice (e.g., CAN-SPAM/TCPA/GDPR), guarantee deliverability/revenue/ROI, assume platform/vendor contracts, or act as Agency of record.

1.4 White-Label. Work is performed in Agency systems and templates, without Provider branding. Agency may present output as its own.

2) Agency Control & Responsibility (Critical)

2.1 Direction. Agency is solely responsible for strategy, creative direction, list/consent practices, segmentation logic, timing, approvals, and final sends. Provider executes as instructed.

2.2 Ownership & Review. Upon full payment, Agency (or End Client) owns deliverables created under this Agreement, excluding Provider's pre-existing tools/methods/know-how. Agency must review and approve all drafts and is solely responsible for deployment. Provider is not liable for results or consequences of work performed under Agency direction, including deliverability, compliance, revenue, or business outcomes.

2.3 Inputs & Access. Agency will provide timely inputs (assets, copy, data, lists, consent records, feeds) and safe access with least-privilege permissions; no shared passwords.

3) Fees, Invoicing, and Payment

3.1 Rate. $25 per hour.

3.2 Initial Block. Agency prepays a 20-hour block ($500) to start (the "Initial Block"). Hours are applied to the first hours worked.

3.3 Timekeeping. Time is tracked in [Provider tool] and rounded to the nearest 5 minutes.

3.4 Weekly Invoices. Provider invoices every Monday for the prior Monday–Sunday work period.

3.5 Review/Dispute Window. Agency has 7 days from invoice date to request revisions or dispute line items (with reasonable detail). Undisputed amounts are deemed approved.

3.6 Auto-Billing & Method. Card only. Provider will auto-bill the following Monday (7 days after the invoice Monday) for undisputed amounts to the card on file.

3.7 Late/Failed Payments. Maximum lawful late fee applies. Services suspend after 7 days overdue or after a failed auto-payment not cured within 7 days.

3.8 Expenses. Pre-approved pass-through costs (e.g., stock assets, app fees) billed at cost.

3.9 No Rollovers/Refunds. Unused Initial Block hours are non-refundable and remain available for 90 days from payment, then expire.

3.10 Currency/Taxes. All amounts in USD; prices exclude applicable taxes, which Agency will pay.

4) Staffing & Replacements

4.1 Assignment. Provider selects and manages Specialists and may substitute comparable Specialists to maintain continuity.

4.2 Replacement SLA. At Agency request, Provider will use reasonable efforts to replace a Specialist within 3–5 business days.

5) Non-Solicitation; Buyout

5.1 Non-Solicit. During the term and 12 months after, Agency will not directly or indirectly hire or engage any Specialist introduced under this Agreement, except through Provider. Breach triggers liquidated damages equal to one (1) year of that Specialist's total annual compensation, plus reasonable collection costs.

5.2 Buyout Option. Parties may agree in writing to a buyout for direct hire; price varies by Specialist.

6) Intellectual Property

6.1 Deliverables. Upon full payment, Agency (or End Client) owns deliverables specifically created under this Agreement.

6.2 Pre-Existing IP. Provider retains rights to its pre-existing tools/templates/checklists/know-how and grants Agency a non-exclusive, perpetual, worldwide license to use any embedded pre-existing IP solely as part of the deliverables.

6.3 Third-Party Materials. Agency is responsible for rights to materials it supplies and for third-party license compliance. Provider may use licensed stock assets; original stock source files may be non-transferable per license.

7) Confidentiality & Data

7.1 Confidentiality. Each party will protect the other's confidential information with reasonable care and use it only to perform this Agreement.

7.2 Personal Data. If Provider processes personal data for Agency, the parties will comply with applicable laws and, if required, execute a Data Processing Addendum. Provider follows least-privilege access and will notify Agency of any confirmed incident affecting Agency data.

7.3 Retention & Purge. Project artifacts are retained while the project is active plus 24 months, then deleted in routine cycles. Purge on request (subject to legal holds/backup limits).

8) SLAs, Process & QA

8.1 Start Window. Typical start after waitlist: 2–4 weeks (non-binding estimate).

8.2 Working Hours. Provider operates during Agency business hours (no overlap issues expected).

8.3 Response Times. Next business day for new requests; 2 business days for revisions (non-binding service targets).

8.4 Briefing Requirements. Each task must include: objective, examples, assets/links, due date, approver, send settings.

8.5 Approval Rule. No send without Agency written approval.

8.6 QA. Provider runs SOP checklists and peer QA; Agency provides final approval before deployment.

9) Warranties & Disclaimers

9.1 Authority. Each party has authority to enter this Agreement.

9.2 Services Warranty. Provider will perform services in a professional and workmanlike manner by appropriately skilled Specialists.

9.3 DISCLAIMERS. EXCEPT AS EXPRESSLY STATED, SERVICES/DELIVERABLES ARE PROVIDED "AS IS." PROVIDER DISCLAIMS ALL WARRANTIES (EXPRESS/IMPLIED/STATUTORY), INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND RESULTS. PROVIDER DOES NOT GUARANTEE DELIVERABILITY, ROI, REVENUE, OR ANY BUSINESS OUTCOME.

10) Indemnification

10.1 By Agency. Agency will defend and indemnify Provider from claims arising out of: (a) Agency's instructions/strategy/content/lists/data; (b) Agency or End Client violations of law (anti-spam, privacy, etc.); (c) use of deliverables; (d) materials supplied by Agency that infringe IP.

10.2 By Provider. Provider will defend and indemnify Agency against third-party claims that Provider's pre-existing materials (not supplied by Agency) infringe IP rights, subject to prompt notice and control of defense. Remedies may include license, modification, replacement, or refund of fees for the affected portion.

11) Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT/SPECIAL/INCIDENTAL/CONSEQUENTIAL/EXEMPLARY/PUNITIVE DAMAGES; OR FOR LOST PROFITS/REVENUE/DATA; EVEN IF ADVISED OF THE POSSIBILITY.

EXCEPT FOR: (i) CONFIDENTIALITY BREACHES; (ii) FEES DUE; (iii) WILLFUL MISCONDUCT OR FRAUD; OR (iv) A PARTY'S INDEMNITY OBLIGATIONS, EACH PARTY'S TOTAL LIABILITY IS CAPPED AT THE FEES PAID OR PAYABLE IN THE 1 MONTH BEFORE THE CLAIM.

12) Term, Pause, Termination, Suspension

12.1 Term. Begins on the Effective Date and continues until terminated.

12.2 Pause. Agency may pause with 5 business days' written notice. Work-in-progress will be billed per the standard weekly cycle, subject to the 7-day review window and auto-billing rules.

12.3 Termination for Convenience. Either party may terminate any SOW or this Agreement with 14 days' written notice.

12.4 Breach. Either party may terminate for material breach if not cured within 14 days after written notice.

12.5 Suspension. Provider may suspend services for non-payment as in §3.7.

13) Branding; Trademarks

13.1 Klaviyo. "Klaviyo" is a trademark of Klaviyo, Inc. Provider is independent and not endorsed by Klaviyo. Use of "Klaviyo" is descriptive only.

13.2 Attribution. White-label by default. Provider will not use Agency/End Client logos without written permission.

14) Compliance & Ethics

Each party will comply with applicable laws (anti-spam, privacy, anti-corruption, export controls). Neither party is a restricted party or in a sanctioned jurisdiction.

15) Dispute Resolution; Governing Law

15.1 Law & Venue. Idaho law (no conflicts rules). Exclusive venue: state/federal courts in Jefferson County, Idaho, except as in 15.3.

15.2 Good-Faith Negotiation. Authorized reps will attempt resolution within 30 days before escalating.

15.3 Arbitration. Disputes will be finally resolved by arbitration (AAA) by a single commercial arbitrator in Idaho Falls, Idaho. No class/representative actions. Award may be entered in any court with jurisdiction. Each party pays its own attorneys' fees unless law provides otherwise.

15.4 Claim Limitation. Any claim must be filed within one (1) month after it accrues.

16) Miscellaneous

Independent contractor; assignment with consent (or to affiliate/change-of-control with notice); force majeure; notices per SOW contacts (email okay for routine; legal notices by email and physical address); entire agreement; order of precedence (SOW > Agreement); written amendments; no waiver; severability; e-sign/counterparts.

Trademark Notice: Klaviyo is a trademark of Klaviyo, Inc. SpecialistHQ is independent and not endorsed by Klaviyo.

16.1 Independent Contractor. Provider acts as an independent contractor. No partnership, franchise, employment, or agency relationship is created.

16.2 Assignment. Neither party may assign this Agreement without the other's written consent, except to an affiliate or in connection with merger, reorganization, or sale of substantially all assets (with notice).

16.3 Force Majeure. Neither party is liable for delays or failures due to events beyond reasonable control (e.g., outages, labor issues, disasters).

16.4 Notices. Notices must be in writing and sent to the contacts in the SOW (email acceptable for routine matters; legal notices via email and physical address).

16.5 Entire Agreement; Order of Precedence. This Agreement + SOW(s) is the entire agreement. If there is a conflict, SOW > Agreement.

16.6 Amendments; Waivers. Changes must be in writing. Failure to enforce is not a waiver.

16.7 Severability. If a term is unenforceable, the rest remains in effect.

16.8 Counterparts; E-Sign. This Agreement is effectively signed electronically by all approved parties upon initial order by Agency.