Terms and Conditions

Introduction

We are pleased to have the opportunity to work with you and support your efforts in enhancing your go-to-market operations. At Talloo, we specialize in developing comprehensive Revenue Operations (RevOps) strategies that streamline sales, marketing, and service desk functions to drive growth and operational efficiency. This engagement letter outlines the scope of our services, our approach to transforming your revenue landscape, and our commitment to your company's success.

Our team is prepared to bring our expertise in staffing, systems, and processes to your organization, ensuring that you not only meet but exceed your operational goals. We believe that a cohesive and strategic approach to RevOps can significantly impact your company's ability to scale effectively and achieve sustainable growth.

Duration of Engagement

This engagement shall commence upon completion of this agreement and shall continue until either party terminates the relationship by written agreement.

Scope of Services

Our time together may include deliverables in the following areas:

• Staffing Services: Hiring, training, and role definition.

• Systems Services: Selection, implementation, integration, configuration, and reporting.

• Process Services: Definition, workflows, goals, and KPIs.

Our engagement is designed to be comprehensive, addressing the key areas critical to developing a robust go-to-market strategy impacting sales, marketing and customer service. We are committed to providing exceptional service and delivering measurable results that contribute to your success.

Terms

Additional Billables

Unexpected components, ideas, revisions, and project scope modifications are inherent in dynamic consulting engagements. Should an unexpected event arise that incurs additional costs, we will notify you in advance. Work related to these additional costs will not proceed without your written approval for changes to the budget and timeline.

Invoices

Payment is due upon receipt of the invoice. Delays may lead to adjustments in project costs and/or timelines. Invoices more than 30 days past due will incur a collections surcharge.

Payment

Payments must be made promptly to maintain the project timeline. We accept various payment methods for your convenience.

Dispute Resolution

We commit to resolving disagreements through negotiation or mediation in the state of Idaho. Mediation is mandatory before any litigation can occur.

Severability

If any provision of this agreement is deemed unenforceable or invalid by a court of competent jurisdiction, such provision will be modified to the minimum extent necessary to make it enforceable and valid. If modification is not possible, the provision will be severed from this agreement. All remaining provisions will continue in full force and effect, thereby preserving the overall enforceability and intent of this agreement.

Mutual Non-Disclosure Agreement

Confidential Information must be kept strictly confidential and used solely for the purpose of this engagement. The obligations of confidentiality shall remain in effect for five (5) years from the date of termination of the relationship.

Termination

Either party may terminate this agreement with written notice if the other party breaches any of its obligations under this agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach. Either party may also terminate the agreement without cause upon sixty (60) days’ written notice to the other party. Upon termination, the client shall pay for all services rendered and expenses incurred up to the date of termination.

Intellectual Property Rights

All intellectual property created, developed, or delivered under this agreement by Talloo shall remain the property of Talloo, except where specifically agreed otherwise in writing. The client shall have a non-exclusive, non-transferable license to use any deliverables specifically created for the client under this agreement for the client's internal business purposes. Any pre-existing intellectual property used by Talloo in the course of the engagement shall remain the property of its respective owners.

Indemnification

The client agrees to indemnify, defend, and hold harmless Talloo and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to the client's use of the services and deliverables provided under this agreement, except for those resulting from Talloo's willful misconduct or gross negligence.

Limitation of Liability

The liability of Talloo for any issues, damages, or failures is strictly limited to the scope and fees of the current project part for which services have been provided and payment has been made by the client. Under no circumstances shall Talloo be liable for indirect, incidental, consequential, special, or exemplary damages, including loss of profits, arising from any project. The maximum liability of Talloo for any claim related to a specific project part shall not exceed the amount paid by the client for that part. This limitation ensures that our liability is confined to the specific project at hand, reflecting our commitment to accountability and quality in our services.

Compliance with Laws

Both parties agree to comply with all applicable laws, regulations, and codes of practice in their performance under this agreement.

Amendments

This agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto.

Force Majeure

Neither party shall be liable for any failure to perform its obligations under this agreement if such failure results from a force majeure event that is beyond the reasonable control of the affected party.

Warranty Clause

Talloo hereby warrants that the services provided under this agreement will be performed in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services. This warranty is valid until the time of acceptance of the work by the Client, as defined by the completion of the acceptance testing and final approval specified in this agreement for a term not to exceed 30-days.

Limitations of Warranty

• Platform Provider: Talloo does not warrant the work, services, or functionalities provided by third-party platform providers utilized in this project, including but not limited to the software used to host and manage the online community. Any claims or issues related to the platform itself are subject to the terms and conditions of the respective platform provider.

• Post-Launch Changes: Talloo does not warrant any changes to content or configurations made to the platform post-launch by the Client or any third party. This includes, but is not limited to, modifications, additions, or deletions to the site content and structure made after the final acceptance of the project.

Remedies

Should the services provided not meet the aforementioned standards prior to acceptance, Talloo agrees to re-perform the services necessary to bring the project up to the specified standards at no additional cost. This remedy represents the sole obligation of Talloo and the exclusive remedy available to the Client for any breach of this warranty.

Entire Agreement

This agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding its subject matter.

Governing Law

This agreement shall be governed by and construed in accordance with the laws of the State of Idaho, without giving effect to any choice or conflict of law provision or rule.

Counterparts and Electronic Signatures

This agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures shall be considered as valid and binding as original signatures.

Notices

All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and addressed Talloo LLC, 1120 S. Rackham Way Ste 300, Meridian, ID 83642 or electronically to legal@talloo.com.

Conflicts of Interest

Both parties affirm that there are no conflicts of interest that could reasonably be expected to affect the impartiality and objectivity of the services to be provided under this agreement. Each party agrees to notify the other promptly if any such conflict of interest arises during the term of this agreement.

Last Updated: June 1, 2024