Client Services Agreement

Last updated: October 2026

This Client Services Agreement (the "Agreement") is between Kerriko LLC, a Florida limited liability company doing business as UnKommon Revolution, West Palm Beach, Florida ("UR," "we," "us"), and the business that purchases a Plan or the Audit ("Client," "you"). You accept this Agreement when you check the acceptance box at checkout, sign an order form that references it, or pay an invoice for a Plan. The person accepting confirms they are authorized to bind Client. This Agreement is for business purchasers only, not consumers.

1. Definitions

1.1 "Plan" means a monthly subscription to Spark, Surge or Revolution, as described on UR's website at the time of purchase (the "Plan Description").

1.2 "Audit" means the AI Spark Audit, a one-time, fixed-scope assessment.

1.3 "Services" means the Plan or Audit services UR provides under this Agreement.

1.4 "Deliverables" means the work product UR creates specifically for Client and delivers under this Agreement, such as roadmaps, reports, automations, workflows, code, configurations and documentation.

1.5 "Order" means the checkout record, order form or invoice showing the Plan or Audit purchased, its price and its start date.

1.6 "Billing Date" means the day of the month on which the first Plan payment is made.

2. Services

2.1 Scope. UR will provide the Services described in the Plan Description and the Order. If they conflict, the Order controls, then this Agreement, then the Plan Description.

2.2 Build limits. Each Plan includes the number of active builds stated in its Plan Description (Spark: one; Surge: up to two per month; Revolution: as agreed in the monthly plan). Unused capacity does not roll over to later months and has no cash value.

2.3 Additional work. Work outside the Plan Description, or above the build limit, requires a written change order with a fixed price or estimate that Client approves before work begins.

2.4 Scheduling. UR will schedule a kickoff within five (5) business days after the first payment clears, subject to Client availability. Timelines in the Plan Description are good-faith targets, not guarantees, and depend on Client meeting its responsibilities in Section 6.

2.5 Subcontractors. UR may use vetted employees, contractors and partners to perform the Services. Each is bound by confidentiality obligations at least as protective as this Agreement. UR remains responsible for their work.

2.6 Audit credit. If Client purchases a Plan within thirty (30) days after the Audit readout, UR will credit the Audit fee against Client's first Plan month. The credit applies once, is not transferable, and has no cash value.

3. Fees and payment

3.1 Fees. Client will pay the fees in the Order. Plan fees are billed monthly in advance on each Billing Date. The Audit fee is due in full at purchase.

3.2 Payment method. Payments are processed by Stripe. Client authorizes UR, through Stripe, to charge Client's selected bank account (ACH) or card on each Billing Date until the Plan ends. Client will keep its payment details current.

3.3 Failed payments. If a payment fails, UR will notify Client. If it remains unpaid seven (7) days after notice, UR may pause the Services until paid; the minimum term is not extended by a pause for non-payment. Unpaid amounts more than fifteen (15) days late accrue interest at 1.5% per month or the maximum lawful rate, whichever is lower. Client pays reasonable collection costs.

3.4 Taxes. Fees exclude taxes. Client is responsible for any sales, use or similar taxes, other than taxes on UR's income.

3.5 Third-party costs. Software licenses, AI model and API usage, cloud hosting and other third-party services used for Client's work are purchased in Client's name and paid directly by Client, unless the Order says otherwise.

3.6 Price changes. UR may change Plan prices with at least sixty (60) days' written notice, effective at the next Billing Date after the notice period and never during the Minimum Term.

3.7 Disputed charges. Client will raise any billing dispute in writing within thirty (30) days of the charge and will work with UR in good faith before initiating a chargeback.

4. Term, renewal and cancellation

4.1 Minimum term. Each Plan has a minimum term of three (3) consecutive monthly billing periods (the "Minimum Term").

4.2 Renewal. After the Minimum Term, the Plan continues month to month and renews automatically on each Billing Date until cancelled.

4.3 Cancellation. Either party may cancel a Plan by giving thirty (30) days' written notice by email. Notice may be given during the Minimum Term but takes effect no earlier than the end of the Minimum Term. Client remains responsible for fees for the full Minimum Term and for the notice period.

4.4 No refunds. Fees for a billing period that has started are non-refundable, including if Client stops using the Services. The Audit fee is non-refundable once the Audit kickoff has occurred.

4.5 Pause. After the Minimum Term, Client may pause a Plan once in any twelve-month period for up to thirty (30) days with fourteen (14) days' written notice. No fees are charged during the pause, and the Billing Date moves accordingly.

4.6 Plan changes. Upgrades take effect on the next Billing Date. Downgrades are available only after the Minimum Term and take effect on the next Billing Date after thirty (30) days' notice.

4.7 Termination for cause. Either party may terminate immediately by written notice if the other materially breaches this Agreement and fails to cure within fifteen (15) days after written notice, or becomes insolvent or subject to bankruptcy proceedings. If UR terminates for Client's uncured breach, fees for the remainder of the Minimum Term become due.

4.8 Effect of termination. On termination, Client pays all fees owed through the effective date. UR will deliver Deliverables completed and paid for, in their then-current form, and will return or delete Client Confidential Information under Section 8. Sections 3, 7, 8, 9, 10, 11 and 12 survive.

5. Communication and support

5.1 UR will respond to support requests within the response time in the Plan Description, measured in business days (Monday to Friday, 9:00 a.m. to 5:00 p.m. Eastern, excluding U.S. federal holidays). Response times are targets for acknowledgement and triage, not resolution.

5.2 Each party will name a primary contact. Notices under this Agreement must be in writing and sent by email to the primary contact, with UR's notices to Client also valid when sent to the billing email on file. UR's notice address is contact [at] unkommonrevolution.com.

6. Client responsibilities

6.1 Client will provide timely access to the people, systems, data, accounts and decisions UR reasonably needs, including an executive owner for the engagement.

6.2 Client is responsible for: the accuracy and lawful collection of data it provides; having the rights to share that data with UR and with the third-party tools used; its own user accounts and credentials; backups of its systems; and its use of Deliverables in its business.

6.3 Client will review and test Deliverables before relying on them in production and will tell UR within ten (10) business days of delivery if a Deliverable does not materially match what was agreed. Otherwise the Deliverable is accepted.

6.4 Delays caused by Client do not reduce fees or extend the Minimum Term.

7. Intellectual property

7.1 Client materials. Client keeps all rights in its data, content, systems and materials ("Client Materials"). Client grants UR a limited license to use Client Materials only to perform the Services.

7.2 Deliverables. Once Client has paid all fees for the period in which a Deliverable was created, UR assigns to Client its rights in that Deliverable, except UR Materials.

7.3 UR Materials. UR keeps all rights in its pre-existing and independently developed methods, frameworks, templates, prompts, tools, code libraries, know-how and general skills ("UR Materials"), including improvements. To the extent UR Materials are built into a Deliverable, UR grants Client a perpetual, non-exclusive, royalty-free license to use them as part of that Deliverable for Client's internal business purposes.

7.4 Third-party components. Deliverables may rely on third-party software, models and services, which are governed by their own terms between Client and that provider.

8. Confidentiality and data

8.1 "Confidential Information" means non-public information one party shares with the other that is marked confidential or should reasonably be understood as confidential, including Client Materials. It excludes information that is public through no fault of the receiving party, already known to it, independently developed, or lawfully received from a third party.

8.2 Each party will use the other's Confidential Information only to perform this Agreement, protect it with at least reasonable care, and share it only with personnel and subcontractors who need it and are bound by similar obligations. Disclosure required by law is allowed with prompt notice where lawful.

8.3 UR will follow Client's reasonable written security policies when accessing Client systems. UR will not enter Client Confidential Information into a third-party AI service that uses inputs to train its models, unless Client approves in writing.

8.4 Within thirty (30) days after the Agreement ends, each party will return or delete the other's Confidential Information on request, except copies kept in routine backups or as required by law, which stay protected.

8.5 If Client needs UR to process personal data under a data processing agreement or business associate agreement, the parties will sign one before that data is shared.

9. AI outputs and warranties

9.1 UR will perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards.

9.2 AI outputs. Deliverables may use machine learning and generative AI, which can produce inaccurate, incomplete or unexpected results. Client is responsible for human review of AI outputs and for decisions it makes using them, especially decisions affecting legal, financial, medical, employment or safety matters.

9.3 No guaranteed results. Projected savings, revenue and ROI figures are estimates. UR does not guarantee specific business outcomes.

9.4 Disclaimer. Except as stated in this Section 9, the Services and Deliverables are provided "as is," and UR disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement, to the fullest extent allowed by law.

10. Limitation of liability

10.1 Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, data or goodwill, even if advised of the possibility.

10.2 Each party's total liability arising out of this Agreement is limited to the fees paid by Client to UR in the three (3) months before the event giving rise to the claim.

10.3 These limits do not apply to Client's payment obligations, either party's indemnity obligations, breach of Section 8, or a party's gross negligence, fraud or willful misconduct.

11. Indemnification

11.1 UR will defend Client against third-party claims that a Deliverable, as delivered by UR, infringes a U.S. intellectual property right, and pay resulting damages and costs finally awarded. This does not apply to claims caused by Client Materials, third-party components, or changes or combinations not made by UR.

11.2 Client will defend UR against third-party claims arising from Client Materials, Client's use of Deliverables or AI outputs, or Client's violation of law, and pay resulting damages and costs finally awarded.

11.3 The indemnified party must give prompt notice, reasonable cooperation, and control of the defense to the indemnifying party, which may not settle a claim imposing obligations on the indemnified party without its consent.

12. General

12.1 Independent contractors. The parties are independent contractors. Nothing here creates a partnership, joint venture or employment relationship.

12.2 Non-solicitation. During the Agreement and for twelve (12) months after, Client will not directly solicit for employment or engagement any UR employee or subcontractor who worked on Client's account, without UR's written consent. General job postings are not solicitation.

12.3 Publicity. UR will not use Client's name, logo or results in marketing without Client's prior written consent.

12.4 Force majeure. Neither party is liable for delays caused by events beyond its reasonable control, except for payment obligations.

12.5 Assignment. Neither party may assign this Agreement without the other's written consent, except to a successor in a merger or sale of substantially all of its business with notice.

12.6 Governing law and venue. Florida law governs this Agreement, without regard to conflict-of-law rules. The state and federal courts in Palm Beach County, Florida have exclusive jurisdiction. Each party waives its right to a jury trial.

12.7 Changes to this Agreement. UR may update this Agreement for new purchases. Changes apply to an existing Plan only from the next Billing Date after thirty (30) days' notice, and Client may cancel under Section 4 instead of accepting them.

12.8 Entire agreement. This Agreement, the Order and the Plan Description are the entire agreement on this subject and replace prior proposals and discussions. Purchase-order terms Client issues do not apply. Any waiver or amendment must be in writing. If a provision is unenforceable, the rest remains in effect.

12.9 Electronic acceptance. Electronic acceptance and electronic signatures are binding. Each party may rely on emailed copies.

Kerriko LLC d/b/a UnKommon Revolution · West Palm Beach, Florida · contact [at] unkommonrevolution.com