1. Definitions and Interpretation

1.1 "Agreement" refers to this contract between the Client and the Service Provider.

1.2 "Applicable U.S. Laws" means all federal and state laws, statutes, regulations, and codes from time to time in force in the United States.

1.3 "Business Day" means any day (other than Saturday or Sunday) on which banks are open for business in the United States.

1.4 "Confidential Information" includes all non-public data exchanged between parties.

1.5 "Klaviyo-Attributed Revenue" refers to revenue tracked under Klaviyo’s default attribution model.

1.6 "Client Data" refers to any materials, access, or information provided by the Client.

1.7 "U.S. Data Protection Laws" means all applicable U.S. data protection and privacy legislation, including but not limited to the California Consumer Privacy Act (CCPA), CAN-SPAM Act, and any other applicable federal or state regulations.

2. Provision of Services

2.1 Deliverables & Klaviyo Account Set-UpThe Service Provider will provide a Done-For-You email and SMS marketing service under the HiCamp PEAK Retention System™, including strategy, setup, execution, and optimization. The project will be delivered in three phases over a 90-day period. Day 0 officially begins once onboarding is complete and all required access, assets, and systems are in place.Phase 0 - Onboarding

HiCamp Onboarding FormCollect Client Brand AssetsBrand KitBrand GuidelinesAll Photo/Video ContentKickoff callSlack channel setup for real-time communicationClickUp dashboard access for revisions & approvalsIf Needed:Klavivo Migration From Another PlatformDomain Warm-Up ProcessMisc. Deliverability Issues

Phase 1 – Infrastructure Build (Day 0–15):

Build, customize and configure 15 automated flows containing 78–100 emails and 18 SMS messagesNote: Some email/SMS flows may be combined into one.Automated Flows:Email - Site Abandonment FlowEmail - Browse Abandonment FlowEmail - Cart Abandonment FlowEmail - Checkout Abandonment FlowEmail - Welcome SeriesEmail - Post-Purchase Nurture FlowEmail - Purchase Win-Back FlowEmail - Prospect Win-Back FlowEmail - Sunset FlowEmail - The One Click Rescue FlowSMS - Welcome SeriesSMS - Cart AbandonmentSMS - Checkout AbandonmentSMS - Post-Purchase NurtureSMS - Purchase WinbackConfigure & set-up Klaviyo/Shopify accounts according to best practices.Create and install a high-converting entrance-intent pop-upConduct full deliverability setup and optimization (SPF, DKIM, DMARC, domain warm-up if needed)Perform list cleaning protocolsIdentify Unengaged Email SubscribersSend Re-Engagement Campaign(s)Suppress Unengaged SubscribersSuppress Hard Bounces, 4+ Soft Bounces + Spam ComplainersSegment your email list based on:EngagementBehaviorPreferencesLocationNOTE: We will create up to a maximum of 21 segments.Develop a 12-month non-discount campaign calendarDesign 12 fully customizable, high-converting campaign templatesLayout TypesInverted PyramidDouble Inverted PyramidTriple Inverted PyramidSingle-ColumnSingle-Column ShowcaseDouble-ColumnDouble-Column X2Multi-ColumnF-PatternZig-ZagHybridText-BasedEach campaign template will include:6 Universal Content BlocksMultiple Testimonial SectionSingle Testimonial SectionBrand Feature SectionDouble-Column - Product Showcase SectionSingle-Column - Product Showcase SectionOffer/CTA SectionCampaign Template Specific & brand optimized ChatGPT Prompts for writing copy.

Phase 2 – Optimization & Execution (Day 15–90):

Weekly A/B testing of automated flows and pop-ups3–4 campaigns per week with strategic A/B testing (subject lines, send times, CTA placement, etc.)Weekly strategic calls and Slack communicationWeekly Summaries & ReportsContinuous monitoring, reporting, and performance optimizationEnd Of Project Performance Report & Analysis

Phase 3 – Ongoing Management (Optional, Post-Day 90):

Optional continuation under monthly retainer (see Section 7.2)Full campaign and flow management, platform support, and ongoing optimization

The Service is designed to generate 30–50% of the Client’s monthly eCommerce revenue through owned channels, with a performance guarantee outlined in Section 2.7.2.2 The Service Provider shall follow all reasonable instructions given by the Client, provided they align with the agreed scope of work.2.3 The Service Provider shall execute Two Revision Rounds for creative work (copy/design).2.4 Client Approval Requirements: The Client must approve emails, campaigns, and designs within 2 business days to avoid project delays.2.5 Communication & Project Management:

One Slack Channel Per Client – All communication must stay within their designated Slack channel.Use Our Fulfillment Process – Clients must use Slack, email, or other designated communication channels specified in the Service Agreement.No External Software Accommodations – We do not integrate with or manage tasks in clients’ CRMs, ERPs, or internal systems.Feedback Must Be Consolidated – No piecemeal changes; feedback must be structured and submitted in ClickUp.

2.6 The Client grants the Service Provider permission to use anonymized performance data from their Klaviyo account for marketing purposes, including case studies, reports, and internal research. No identifiable business or personal data will be disclosed without the Client’s written consent.2.7 Performance Guarantee (HiCamp PEAK Retention System)

In the case of the HiCamp PEAK Retention System, the Service Provider offers a performance-based guarantee: If the Client’s email and SMS marketing do not generate between $75,000 and $300,000 in Klaviyo attributed revenue within 90 days, the Service Provider agrees to refund all fees paid and issue an additional $2,000 payment to the Client.This guarantee is contingent on the Client meeting the following baseline criteria prior to engagement:

A minimum of $1,000,000 in trailing 12-month eCommerce revenueAt least 10,000 actively engaged email subscribers (defined as having opened or clicked within the past 30 days)More than 5 active product SKUsAccess to a functioning email/SMS platform (e.g., Klaviyo) integrated with the Client’s eCommerce store

This guarantee does not apply to brands that do not meet the above qualifications or fail to maintain reasonable list hygiene, follow strategic recommendations, or provide timely approvals and access to required systems. Performance outcomes may vary depending on external factors such as market conditions, deliverability, product quality, and customer experience.2.8 The Service Provider may update its service offerings and/or communication standards to reflect best practices. Any major changes affecting the Client’s workflow will be communicated in advance.2.9 The Client retains full ownership of all deliverables upon completion and payment. The Service Provider may use anonymized performance data for internal research, marketing, and case studies.2.10 The Service Provider will provide limited support via Slack for 90 days after contract termination for minor questions, historical data reference, or transition-related matters. Any additional service requests beyond this period or requiring substantive work will be billed at an hourly rate.2.11 Deliverability PrerequisitesIf the Client’s account requires warming up a new sending domain, resolving deliverability issues, or transferring email systems (e.g., to Klaviyo), the HiCamp PEAK Retention System will not officially begin until baseline deliverability is achieved. Timeline benchmarks and performance guarantees will be paused until this prerequisite work is complete.2.12 Scope Creep & Out-of-Scope Requests

Any Client requests falling outside the defined scope of services—such as exceeding agreed-upon deliverables, requesting additional strategy sessions, or introducing unrelated project work—may result in added fees. In such cases, the Service Provider reserves the right to:

Issue a revised scope of work and pricingDelay execution of non-critical tasks until approval of added scopeDecline out-of-scope requests unless explicitly agreed to in writing

2.13 Optional Retainer ContinuationUpon completion of the 90-day PEAK System engagement, the Client may continue services under the rolling retainer terms outlined in Section 7.2.

3. Payment & Pricing Rules

3.1 Retainer & Performance Fees:

Monthly Retainer – Charged upfront each month.Performance Fees – Based on Klaviyo-attributed revenue only.Setup Fees – Must be paid before onboarding begins.

3.2 Late Fees & Collections:

A 5% late fee applies after 7 days past due, increasing to 10% after 14 days.Service Suspension – Payments 30+ days overdue result in paused services.Collections – Invoices 60+ days overdue may be sent to collections.Reinstatement Fee – A $150 reinstatement fee applies if services are paused due to non-payment.Clients must notify us before the due date if they anticipate payment delays.

3.3 All invoices are due within 30 business days unless automatic payment is authorized.3.4 Payments must be made in U.S. Dollars (USD) in cleared funds via Stripe, ACH, or other approved payment methods in the United States.3.5 Refunds are only available under the 30-Day Money-Back Guarantee or the Conditional Performance Guarantee, subject to the conditions outlined in Section 5. Sales tax, where applicable, will be collected in accordance with U.S. state laws.3.6 The Service Provider reserves the right to require full payment if a Client misses a scheduled payment or defaults on an invoice.

4. Governing Law & Dispute Resolution

4.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of New York, United States.4.2 Dispute Resolution & Arbitration: Before pursuing any formal legal action, both the Client and the Service Provider agree to make reasonable, good-faith efforts to resolve any disputes through direct communication and negotiation. If a resolution cannot be reached within 30 days, either party may initiate arbitration governed by the Federal Arbitration Act (FAA), to be held in New York unless otherwise agreed. Each party shall bear its own arbitration costs, except in cases where the arbitrator determines that one party acted in bad faith, in which case the responsible party shall cover reasonable legal fees.4.3 Chargebacks Prohibited: Clients agree to follow the dispute resolution process outlined in this Agreement and waive the right to submit chargebacks through their bank or payment provider.4.4 Automatic Renewals: The Agreement renews monthly unless the Client provides written notice at least 30 days prior to cancellation. No mid-month cancellations.

5. Performance-Based Commitments & Refund Policy

5.1 30-Day Risk-Free Refund Policy

The Service Provider offers a 30-day risk-free refund policy from the date of payment. If the Client is unsatisfied with the Services for any reason within the first 30 days, they may request a full refund—no questions asked.

5.2 Expected Performance Outcomes

The Service Provider is committed to delivering a high level of service and implementing best practices in email and SMS marketing. Based on industry benchmarks, Clients working with the Service Provider can reasonably expect improved customer engagement, retention, and revenue growth over time.

5.3 Performance-Based Service Agreement

For qualifying Clients, the Service Provider offers a performance-based structure:

“We aim to generate $75,000–$300,000 from your email and SMS list in 90 days.”Eligibility Criteria:

$1M+ annual eCommerce revenue10,000+ 30-day engaged email subscribers5+ active product SKUsFull access and implementation of Service Provider’s recommended strategies

Performance Goal:

Email and SMS should generate 30% of total revenue within 90 days.If Target Isn’t Met:

A performance review will be conducted to assess campaign execution, engagement metrics, list quality, and any external factors (e.g., market shifts, internal sales issues). If delays or constraints impacted implementation, a 30-day extension may be granted at no cost.Refund Process:

If all eligibility criteria were met, full strategy implementation occurred, no external disruptions were present, and attributed revenue remains under $75,000 after adjustments and any extension, the Service Provider will issue a full refund and a $2,000 compensation payment—at its sole discretion and as outlined in Section 2.7.

6. Liability, Indemnity, and Insurance

6.1 InsuranceThe Service Provider shall ensure that it has in place at all times suitable and valid insurance that includes public liability insurance.6.2 Limitations of LiabilityNothing in these Conditions limits or excludes the Service Provider’s liability for:

Death or personal injury caused by negligence.Fraud or fraudulent misrepresentation.Breach of statutory rights, including but not limited to the implied terms of the Uniform Commercial Code (UCC) or any other liability that cannot be excluded under applicable U.S. law.

6.3 Exclusions of LiabilitySubject to Clause 6.2, the Service Provider shall not be liable to the Client, whether in contract, tort (including negligence, libel, and defamation), breach of statutory duty, or otherwise, for:

Loss of profits or anticipated profits.Loss of sales, business, agreements, or contracts.Loss of anticipated savings.Loss of or damage to goodwill or business reputation.Loss, corruption, or misuse of software, data, or information.Any indirect or consequential loss of any kind.Any errors, interruptions, loss of data, viruses, or damages caused by third-party acts or omissions.

6.4 Total Liability CapSubject to Clauses 6.2 and 6.3, the total liability of the Service Provider to the Client—whether in contract, tort (including negligence, libel, and defamation), breach of statutory duty, or otherwise—shall be limited to the total amount paid by the Client in the last six (6) months under this Agreement.6.5 Earnings Disclaimer & Limitations

The Client acknowledges that, outside of the specific performance guarantee outlined in Sections 2.7 and 5.3 (HiCamp PEAK Retention System), the Service Provider makes no guarantees, warranties, or representations regarding future earnings, profits, or business success. Any projections or examples of potential results are illustrative only and should not be interpreted as assurances of future performance.Even in performance-based engagements, actual results may vary due to factors beyond the Service Provider’s control, including but not limited to market conditions, product demand, operational issues, and audience behavior.6.6 Compliance with InstructionsThe Service Provider shall not be liable for any loss or damage suffered by the Client that results from the Client’s failure to follow instructions, guidelines, or best practices recommended by the Service Provider.6.7 No Limitation on Serious LiabilitiesNothing in these Terms shall limit or exclude either Party’s liability for death or personal injury arising from negligence.

7. Term and Termination

7.1 Agreement DurationThis Agreement shall commence on the agreed Commencement Date and shall continue for the initial Term specified in the Agreement. The initial Term covers the full setup and implementation period required to optimize the Client’s Klaviyo account.7.2 Optional Rolling Monthly RetainerAfter the completion of the initial setup period, the Client has the option to continue services on a 30-day rolling retainer. This is not required but is available for Clients who wish to maintain continued support, optimizations, and performance management.If the Client chooses to continue with the rolling retainer, it will include:Email & SMS Campaign Execution + Optimization

Ongoing campaign strategy, content calendar planning, copywriting, design, Klaviyo implementation and development (as applicable).(Up to 16 email campaigns per month and 8 SMS campaigns per month)Includes up to two rounds of revisions per campaign asset (email or SMS) to ensure alignment with brand voice and strategy.

Automated Flow Builds

Up to 2 new automated flow build-outs per month.

A/B Testing on Automated Flows

5 bi-weekly A/B tests on automated flows, including tracking, optimization, and flow updates based on performance.

Pop-Up / Sign-Up Form Builds

Up to 2 new sign-up or pop-up form build-outs per month.

Pop-Up A/B Testing

Bi-weekly A/B testing of forms, with performance tracking, optimization, and updates based on results.

Performance Tracking & ReportingIncludes:

Weekly summary reports (delivered by EOD Monday)Mid-month revenue snapshotEnd-of-month performance report

Deliverability Monitoring & SecurityWeekly deliverability monitoring, DNS alignment optimization (as needed), and enhanced email security protocols to protect against cyber threats across the Client’s entire business.Client MeetingsStrategy meetings available at the Client’s discretion:

Weekly: up to 30 minutesBi-weekly: up to 45 minutesMonthly: up to 1 hour

Quarterly Refresh:

List Cleaning ProtocolsEmail Design Refresh/RevampTemplatesUniversal Content1-Hour QBR with client - Revisit Goals & KPIs

Klaviyo Maintenance & Strategy

General maintenance, ongoing optimizations, and strategic adjustments within the Client’s Klaviyo account.

Priority Access

First access to new features, tools, products, and service offerings.

The monthly retainer will be billed automatically every 30 days unless the Client provides written notice of non-renewal at least 30 days before the next billing cycle.7.3 Execution Framework & Engagement Terms

Turnaround Times & Delivery Windows

4-Week Campaign Buffer – A rolling buffer of 4 weeks of planned campaign ideas will be maintained at all times.Campaign Completion – All campaigns must be finalized at least 7 business days prior to the scheduled send date.Client Approval – Final approvals are due no later than 5 business days before the send date.Scheduling – Campaigns must be scheduled 2–3 business days before the send date.

Delays in approvals, feedback, or content delivery may result in campaign delays or rescheduling.

Client Responsibilities

The Client agrees to:

Provide timely access to Klaviyo, Shopify, pop-up apps, and all relevant platforms.Respond to requests, feedback, and approvals within the turnaround windows above.Supply promotional assets, product details, and brand content as needed.

Platform Support ScopeThe Service Provider’s support includes:

Klaviyo account management and strategic executionLight Shopify management, including:Updating scripts or theme snippets related to Klaviyo integrationTroubleshooting Shopify-to-Klaviyo sync issuesManagement of third-party pop-up or form apps (if used instead of Klaviyo forms)

Scope Creep & Additional WorkAny services requested outside the agreed-upon deliverables will be considered out-of-scope and may be subject to additional fees. These may include, but are not limited to:

Additional campaigns, flows, forms, or meetings beyond what’s outlined in the retainerCustom analytics dashboards3rd Party Shopify App Set-Up or ManagementProduct photography or design not related to email/SMS

A separate scope of work and quote will be provided for out-of-scope requests.Exclusions & LimitationsThis engagement does not include:

Paid media or ad managementSocial media marketing or social media managementInfluencer, affiliate, or ambassador program managementOngoing website development (outside of Klaviyo-related Shopify updates)Non-email/SMS services unless otherwise agreed upon

7.4 Termination by Either PartyEither Party may terminate the Agreement after the initial Term by providing 30 days' written notice. If the Client does not wish to continue with the rolling retainer, no further payments will be due after the initial Term.7.5 Immediate Termination by the Service ProviderThe Service Provider reserves the right to terminate this Agreement immediately by giving written notice if:

The Client fails to make a payment within 24 hours of the due date.The Client commits a material breach of the Agreement and fails to remedy it within 7 business days of written notice.The Client becomes insolvent, declares bankruptcy, enters administration, or undergoes a change of control that impacts their ability to fulfill obligations under this Agreement.The Client ceases, or threatens to cease, business operations.

7.6 Account Handover & Final Payment ObligationsIf the Client requests an account handover or transition, the Service Provider may charge an additional handover fee to compensate for the time and resources required.Upon termination of the Agreement:

Any outstanding fees become immediately due, regardless of whether services have been fully delivered.All clauses related to confidentiality, intellectual property, and outstanding payments shall remain in effect.Termination does not affect any existing claims or remedies available to the terminating Party.Both Parties must immediately cease the use of any confidential Information and return or destroy any materials containing such information.

8. Data Protection & Processing

8.1 Compliance with Data Protection LawsBoth Parties agree to comply with all applicable U.S. data protection laws, including but not limited to the California Consumer Privacy Act (CCPA), CAN-SPAM Act, and any other relevant regulations.8.2 Data Controller & Processor Roles

The Client is the Data Controller and is responsible for ensuring legal compliance in collecting, storing, and sharing customer data.The Service Provider is the Data Processor and will handle data strictly for the purposes outlined in this Agreement.

8.3 Client Responsibilities

The Client confirms they have all necessary consents and legal permissions to transfer customer data to the Service Provider.The Client is responsible for GDPR compliance (if applicable) and should consult their legal team regarding email marketing laws in their jurisdiction.

8.4 Assumption of ConsentUnless otherwise stated in writing by the Client, the Service Provider assumes that all email and SMS contacts have consented to marketing communications.

9. No Waiver

No failure or delay by either Party in exercising any of its rights under this Agreement shall be deemed a waiver of those rights, nor shall a waiver of any breach be deemed a waiver of any subsequent breach.

10. Additional Legal Provisions

10.1 Assignment & Subcontracting

The Agreement is binding on both Parties, and neither may assign, transfer, or delegate responsibilities without written consent.The Service Provider may use subcontractors or external partners to fulfill obligations, provided that all terms of this Agreement are upheld.

10.2 Time & Deadlines

All project timelines and deadlines are for guidance only and may be adjusted based on workload, deliverables, and unforeseen delays.The Client agrees to provide all required access, assets, and approvals on time to avoid delays.The Service Provider reserves the right to modify timelines and work hours as needed.

10.3 Communication

The Client agrees to use the Service Provider’s designated communication channel for all project-related discussions.Failure to communicate via the designated channel may result in project delays.

11. Relationship of the Parties

This Agreement does not create a partnership, joint venture, employer-employee relationship, or agency between the Parties. Each Party remains an independent entity responsible for its own obligations.

12. Non-Solicitation

12.1 Employee & Contractor ProtectionNeither Party shall, for the duration of this Agreement and for 12 months after termination, attempt to hire, contract, or solicit any employee, contractor, or partner of the other Party without prior written consent.12.2 Client & Customer ProtectionNeither Party shall, for the duration of this Agreement and for 12 months after termination, actively solicit the other Party’s clients or customers in a way that directly competes with their business.

13. Third-Party Rights

This Agreement does not grant any rights to third parties unless explicitly stated. All obligations and rights remain solely between the Client and Service Provider.

14. Notices & Formal Communication

14.1 Written Notice RequirementsAll formal notices must be in writing and delivered via:

Email with confirmation of receipt,Registered mail, orOther mutually agreed methods.

14.2 Timing of NoticesNotices shall be considered delivered:

Immediately if sent via email with a confirmation of receipt.Five (5) business days after mailing via regular post.Ten (10) business days after mailing via international post.

15. Entire Agreement & Modifications

This Agreement constitutes the entire understanding between the Parties.No modifications shall be valid unless in writing and signed by both Parties.Each Party acknowledges that no prior verbal or written agreements exist beyond what is explicitly stated in this document.

16. Counterparts & Electronic Signatures

This Agreement may be executed electronically and in multiple counterparts, each of which shall be considered an original document but all together shall form a single agreement.

17. Severability Clause

If any provision of this Agreement is found to be unenforceable, illegal, or invalid, the remaining provisions shall continue in full force and effect.