Last updated January 01, 2022
1. PURCHASE AND DELIVERY1.1 The Capital Stack team agrees to initiate the delivery process with the Client for access to the business system ("System") upon receipt of full payment.1.2 The System is targeted to be delivered to the Client within the agreed-upon timelines (our target is within 45 days in most cases) after payment is confirmed, provided that the Client meets all necessary cooperation requirements.
1.3 If the Client fails to provide the required information or access in a timely manner, the delivery timeline may be extended accordingly, and the Capital Stack team shall not be liable for any delays caused by the Client.
2. PAYMENT TERMS2.1 The Client agrees to pay the Capital Stack team the agreed-upon fee for the System.2.2 Payment shall be made in full prior to the delivery of the System. No partial payments or installments are accepted.
3. CLIENT RESPONSIBILITIES3.1 Timely Communication: The Client agrees to respond to all communications from the Capital Stack team within 3 business days to ensure smooth and timely implementation of the System.
3.2 Scheduling Meetings: The Client is responsible for booking all required meetings with the Capital Stack team within 5 business days of receiving the scheduling requests and or upon being prompted throughout the onboarding survey process after checkout. Failure to do so may result in delays in the implementation process.
3.3 Adherence to Process: The Client agrees to follow the implementation process as outlined by the Capital Stack team. This includes providing all necessary information, attending scheduled meetings, and completing any required tasks within the specified timeframes.
3.4 Provision of Information: The Client shall provide all required information and documentation requested by the Capital Stack team within 5 business days. Any delays in providing the necessary information may impact the implementation timeline.
3.5 Access to Resources: The Client shall ensure that the Capital Stack team has timely access to all necessary resources, including but not limited to data, personnel, and systems, required for the implementation of the System.
4. TIMELINES4.1 Implementation Schedule: The Capital Stack team will provide an estimated implementation schedule upon receipt of full payment. The Client agrees to adhere to this schedule and promptly notify the Capital Stack team of any potential delays.
4.2 Rescheduling: If the Client needs to reschedule any meetings or milestones, they must provide at least 2 business days' notice. The Capital Stack team will make reasonable efforts to accommodate the change but cannot guarantee that all requests can be met without affecting the overall timeline.
4.3 Delays: If the Client fails to meet the agreed-upon timelines for meetings, information provision, or any other responsibilities, the Capital Stack team reserves the right to extend the implementation period accordingly. Additional fees may apply for significant delays caused by the Client.
5. IMPLEMENTATION SUCCESS AND CHANGE MANAGEMENT5.1 Revision Period: Clients will have 60 days post-onboarding to request minor revisions to the system. Minor revisions include things such as sentence verbiage changes (no more than 10% of the content will be changed) or technical edits to the workflows/sequences/automations.
5.2 Change Requests: In the case where the Client might request custom changes to the scope or functionality of the System provided by the Capital Stack team. All change requests must be submitted in writing and will be evaluated by The Capital Stack team.
5.3 Approval and Implementation: Upon approval, the Capital Stack team will issue a revised implementation schedule and quote for the additional work. The Client agrees to approve and provide payment for any agreed-upon changes before such changes are implemented.
5.4 Requests Out of Scope: Any requests that are deemed out of the original scope of work but can be accommodated by the Capital Stack Team will be assessed on an additional cost basis. The terms, including scope and costs of these additional services, will be mutually agreed upon in writing prior to execution.
5.5 Impact on Delivery: The Client acknowledges that changes in scope, including out-of-scope requests that are approved, may result in delays in the delivery schedule and adjustments in fees. The Capital Stack team will not be liable for any such delays or cost adjustments resulting from approved changes.
5.6 Cooperation: Successful implementation of the System depends on the Client’s cooperation and adherence to the agreed process. The Capital Stack team is not responsible for delays or issues arising from the Client’s failure to meet their responsibilities. 5.7 Feedback and Adjustments: The Client agrees to provide prompt feedback during the implementation process. Any necessary adjustments will be made in a timely manner, provided the Client’s feedback is received within the agreed timeframes.
6. NO DISPUTE CLAUSE6.1 The Client agrees not to initiate any chargebacks, payment disputes, or any other financial disputes with their bank or payment provider regarding the purchase of the System.6.2 Any issues or concerns regarding the System must be communicated directly to the Capital Stack team, who will address and resolve such issues in a timely manner.
7. LIMITATION OF LIABILITY7.1 The Capital Stack team shall not be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with the use of or implementations of the System.7.2 The Capital Stack team's total liability under this Agreement shall not exceed the amount paid by the Client for the System.
8. CONFIDENTIALITY8.1 Both parties agree to keep confidential all information exchanged during the course of this Agreement, including but not limited to business plans, technical data, and pricing, except where disclosure is required by law.
9. TERM AND TERMINATION9.1 This Agreement shall commence on the date first written above and continue in perpetuity as long as the Client is an active user of the System and/or is paying any applicable subscription fees.9.2 Either party may terminate this Agreement if the other party breaches any material term or condition of this Agreement and fails to remedy such breach within 28 days after receipt of written notice. Upon termination, any fees paid are non-refundable, and the Client shall immediately cease using the System.
10. ENTIRE AGREEMENT10.1 This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, between the parties.
11. THIRD-PARTY SOFTWARE PROVIDER RESPONSIBILITY 11.1 Third-Party Services: The System provided to the Client incorporates technology from HighLevel, Inc. (dba HighLevel or GoHighLevel), a third-party software provider. The Capital Stack team has customized this platform to meet the specific business functions required by the Client. 11.2 Disclaimer of Control: The Capital Stack team does not control and is not responsible for the actions or failures of HighLevel, Inc.. This includes but is not limited to, platform access, security, uptime, and data integrity. 11.3 Limitation of Liability: The Capital Stack team shall not be held liable for any direct, indirect, incidental, special, consequential, or exemplary damages resulting from the Client's use of the HighLevel, Inc. platform or from any failures, delays, or interruptions in the provision of services by HighLevel, Inc.. 11.4 Client Recourse: Clients are encouraged to review and understand HighLevel, Inc.’s terms of service (https://www.gohighlevel.com/terms-of-service) and to direct any concerns or issues related to the third-party services to Go High Level directly. 11.5 Indemnification: The Client agrees to indemnify, defend, and hold harmless the Capital Stack team from any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney’s fees) arising out of or related to any act or omission by HighLevel, Inc. concerning the Client’s use of the System.
12. INTELLECTUAL PROPERTY RIGHTS12.1 Restrictions: The Client shall not copy, modify, distribute, sell, or lease any part of the System, nor may the Client reverse engineer or attempt to extract the source code of the software, except as laws prohibit these restrictions.
13. FORCE MAJEURE13.1 No party shall be liable for any failure to perform its obligations where such failure is as a result of Acts of God (including fire, flood, earthquake, storm, hurricane, or other natural disaster), war, invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war, rebellion, revolution, insurrection, military or usurped power, or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout, or interruption or failure of electricity or telephone service.13.2 Notification: Any party affected by such events shall inform the other party of such occurrence and shall continue to perform its contractual duties as soon as feasible.
14. INDEMNIFICATION14.1 General Indemnity: The Client agrees to indemnify and hold harmless the Capital Stack team and its affiliates, officers, agents, and employees from any claim or demand made by any third party due to or arising out of the Client's use of the System, the Client's breach of this Agreement, or the Client's violation of any rights of another.
15. ACCOUNT TRANSFER AND USAGE RESTRICTIONS
15.1 Non-transferability of Account: Each account created with Raise Rapidly, whether part of the Capital Stack or any other affiliate offer, is personal to the account holder and is non-transferable under any circumstances. Account holders are prohibited from transferring, assigning, selling, or otherwise disposing of their accounts to other persons or entities, including but not limited to other agencies or accounts, without the express written consent of Raise Rapidly.15.2 Restrictions on Content and Material: All content, data, and material generated, stored, or processed within Raise Rapidly, including but not limited to reports, graphics, documents, and other intellectual property, cannot be transferred or used outside of the designated Raise Rapidly account, except as expressly permitted by these terms or as otherwise authorized in writing by Raise Rapidly. This applies to any accounts created through the Capital Stack or any other affiliate offers. These restrictions aim to protect the proprietary and confidential nature of the services and material provided through Raise Rapidly.15.3 Exclusion of Contact Data: Notwithstanding the above, contact data such as names, phone numbers, emails, and other related contact information may be exported or transferred from Raise Rapidly, provided that such actions comply with applicable privacy laws and Raise Rapidly’s privacy policy. This exclusion is intended to facilitate legitimate business communications without contravening the account and content usage restrictions herein, whether part of the Capital Stack or any affiliate offer.15.4 Consequences of Unauthorized Transfer: Any unauthorized attempt to transfer an account or its associated contents, including those related to the Capital Stack or affiliate offers, may result in immediate termination of the account, legal action, and other remedies available to Raise Rapidly under applicable law. By creating an account with Raise Rapidly, you acknowledge and agree to adhere to these terms and conditions, which are designed to ensure the integrity and security of the services provided by Raise Rapidly.