Terms
TERMS AND CONDITIONS
1. Effective Date
The Agreement between Reflex Strategy Group ("Consultant") and the Client will become effective once the Agreement has been executed by both parties, as specified in the Service Order.
2. Term
The term of this Agreement is as set forth in the Service Order and shall continue for the duration specified therein. Obligations under sections 6, 7, and 8 of this Agreement will survive indefinitely after the termination of this Agreement.
3. Services to Be Rendered
The Consultant agrees to provide the services described in Exhibit A of this Agreement, based on the scope outlined for the Client. The Consultant will render services to support fundraising, compliance, and digital marketing efforts as agreed.
4. Compensation
The Client agrees to pay the Consultant for services rendered according to the compensation schedule set forth in Exhibit B. The Client is also responsible for any additional fees that may apply as outlined in the compensation schedule, including late fees, additional services, or other charges incurred during the term of the agreement.
5. Expenses
The Client agrees to reimburse the Consultant for all reasonable business and travel expenses incurred in providing services. The Client pre-authorizes reimbursement for travel and incidental expenses related to events and activities sponsored by or involving the Client, as determined by the Consultant.
6. Data
The Client provides the Consultant permission to collect, retain, and use data provided by the Client for the purpose of enhancing fundraising and related services. The Consultant retains all proprietary data and work products created during the course of this Agreement. The Client grants the Consultant the right to use the Client’s name, likeness, and branding assets for marketing and promotional purposes, with the understanding that the Client waives any claims for compensation for such use.
7. Confidentiality
The Client agrees to maintain the confidentiality of all proprietary information related to the Consultant’s methods, processes, and materials. These remain the property of the Consultant indefinitely.
8. Indemnification
The Client agrees to indemnify the Consultant from any legal claims, losses, or expenses that arise from any failure to meet obligations or actions taken outside the scope of this Agreement.
9. Termination of Agreement
This Agreement may be terminated by either party for reasons specified in the Agreement. The Client may terminate the Agreement by providing written notice, as long as the termination conditions outlined in the Agreement are met. Upon termination, the Client remains responsible for any outstanding payments due.
10. Entire Agreement
This document and any attachments or exhibits represent the full and complete understanding of the parties involved. No amendments or modifications will be binding unless in writing and signed by both parties.
11. At-Will Acknowledgement
The Client acknowledges that all services provided by the Consultant are advisory in nature, and while every effort will be made to achieve the agreed-upon outcomes, no specific results or guarantees are implied. The Client further acknowledges that they remain responsible for securing and maintaining any legal, financial, or regulatory counsel, and the Consultant will not serve as the official treasurer of record.
12. Affiliates
The Client acknowledges that the Consultant may suggest or recommend third-party services for use during the term of the Agreement, and the Client is responsible for reviewing these services.
13. Non-Disparagement
Both parties agree not to disparage each other in any public or media channels. Disparagement is defined as making negative statements intended to harm the reputation or standing of the other party.
14. Personal Guarantee
In the event that the Client is unable to meet the obligations outlined in the Agreement, a responsible individual ("Guarantor") will personally guarantee the Client’s debt. The Guarantor agrees to be fully liable for all outstanding payments due, including any fees and penalties, and acknowledges that the Consultant may take legal action if the Client defaults on payments. The Guarantor’s responsibility is binding upon their heirs and assigns.
15. Pricing and Modifications
Pricing outlined in the Agreement is valid for 3 business days after it is presented to the Client. After that period, the Consultant reserves the right to adjust pricing based on market conditions, and the Client must accept the revised pricing if the Agreement is signed after the validity period.
16. Governing Law
This Agreement shall be governed by the laws of the Commonwealth of Virginia.
17. Additional Terms and Conditions
Additional terms and conditions that govern this Agreement, including any updates or amendments, are available online at https://reflexstrategy.com/terms. All notices to clients will be posted on this website. The Client acknowledges that, following the execution of this Agreement, any updates to the terms and conditions will automatically become effective upon posting and will supersede the existing terms of this Agreement. The Client agrees that no further signature or explicit consent will be required for the adoption of such updated terms.
18. Best Efforts