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Welcome to Userlist Done-for-you Consulting Services (the “Services”), operated by Userlist, Inc. By purchasing one of the consulting packages and making a payment, you agree to be bound by these Terms of Service (the “Agreement”). If you wish to make use of the Services, please read this Agreement. If you disagree with anything in this Agreement or our Privacy Policy please do not use the Services.

Electronic Agreement

This Agreement sets out the legally binding rules for your use of our Services. We regularly review this Agreement and reserve the right to change it at any time. Any modifications to this Agreement will become effective when we post the new Agreement on our Websites, and we will notify you of material changes via the email address we have on file for you. By accessing and/or using the Services, you accept this Agreement and agree to the terms, conditions and notices explained below.

This Consulting Agreement (the “Agreement”) is entered by and between Userlist, Inc. (the “Consultant”) and the consulting client (the “Client”), also individually referred to as the Party and collectively as the Parties.

In consideration of Consultant providing expertise and services, and Client receiving and providing compensation for the expertise and services, the Parties agree to the following:

Services

The Consultant agrees to perform the following services:

• email marketing strategy;
• email copywriting;
• Userlist platform setup.

Deliverables

As part of the Services, the Consultant agrees to provide the following deliverables (the “Deliverables”) according to the selected package:

• lifecycle journey map with recommended segments and campaigns;
• data tracking plan to be used for the integration;
• a technical call with the Client’s engineering team;
• segmentation and campaigns setup within the Client’s Userlist account;
• a handoff training call with the Client’s team.

The Deliverables do not include technical implementation of the data integration within Client’s software product.

Compensation

The Consultant will invoice the Client for an advance payment for all Services to be performed. The Client must pay the invoice within five (5) calendar days. All invoices must be submitted electronically via email. All payments should be issued electronically via Stripe.

Term and Termination

Term. This Agreement will begin on the Effective Date and shall remain in effect until the completion of all obligations of both Parties hereto, or three months from the Effective Date, whichever comes first.

Termination. Either Party may terminate this Agreement at any time by providing the other Party with a thirty (30) day written notice. Either Party may terminate this Agreement at any time, with or without notice, if the other Party breaches any material term of this Agreement.

Refunds. The payment is refundable only if the Consultant is unable to perform the services due to a significant obstacle. The payment is non-refundable if the Client fails to provide the Consultant with the requested information for the Services to be performed.

Relationship of the Parties

Binding Authority. The Consultant does not have the authority to bind the Client to any contracts or commitments without the Client’s written consent.

Independent Contractor. The Consultant is an independent contractor. Neither Party is an agent, representative, partner, or employee of the other Party.

No Exclusivity. The Parties understand this Agreement is not an exclusive arrangement. The Parties agree they are free to enter into other similar agreements with other parties.

Ownership. All work products created by the Consultant in connection with performing the Services is the property of the Client and the Client is free to use the work product for their intended business purpose. The Consultant retains the right to reuse parts of work products for their business purpose. Work products cannot be sold or distributed as a separate product or template by the Client.

Confidentiality

The Consultant understands the Consultant may have access to Client’s confidential information. The Consultant agrees to use the Client’s confidential information solely for the purpose of performing the Services. The Consultant agrees not to share the Client’s confidential information with anyone else unless required by law. The Consultant’s obligation to maintain confidentiality will survive termination of this Agreement and will remain in effect indefinitely.

The Client may ask the Consultant to sign a separate confidentiality agreement which is to be expressly incorporated as a part of this Agreement.

Dispute Resolution

Choice of Law. The Parties agree that this Agreement shall be governed by the State and/or Country in which both Parties do business. In the event that the Parties do business in different States and/or Countries, this Agreement shall be governed by the laws of the State of Georgia.

Negotiation. In the event of a dispute, the Parties agree to work towards a resolution through good faith negotiation.

Mediation or Binding Arbitration. In the event that a dispute cannot be resolved through good faith negotiation, the Parties agree to submit to binding mediation or arbitration.

Attorney’s Fees. In the event of Arbitration and/or Mediation, the prevailing party will be entitled to its legal fees, including, but not limited to, its attorneys’ fees.

General

Amendments. This Agreement may be modified as desired by the Parties. Any and all changes to this Agreement must be made in writing, in the form of an amendment, to be signed by both Parties.

Assignment. Neither Party may assign its rights, responsibilities, or obligations under this Agreement.

Attachments. All attachments are expressly incorporated as an integral part of this Agreement.

Complete Contract. This Agreement constitutes the Parties’ entire understanding of their rights and obligations. This Agreement supersedes any other written or verbal communications between the Parties, whether they were made before or after signing this Agreement. Any subsequent changes to this Agreement must be made in writing and signed by both Parties.

Indemnification. The Parties agree to indemnify one another against all damages caused by their negligent acts and/or performance.

Severability. If any provision of this Contract shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If the Court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

Standard of Performance. The Consultant acknowledges and represents the Consultant has the necessary training, experience, and credentials required to perform the Services. The Consultant agrees to follow professional standards and applicable laws when providing the Services.

Waiver. Neither Party can waive any provision of this Agreement, or any rights or obligations under this Agreement, unless agreed to in writing. If any provision, right, or obligation is waived, it is only waived to the extent agreed to in writing.

Notices. All notices under this Agreement must be sent by email with a read receipt requested.

Contact

Have any questions? Contact us at support@userlist.com or using the address below:

Userlist is a trademark of Userlist, Inc. Userlist reserves all rights not expressly granted in this Agreement.