Terms of Service

1. Parties and Acceptance of Agreement

These Terms of Service (“Agreement”) constitute a legally binding contract between Rev-Gem LLC, a Texas limited liability company doing business as RevGem (“RevGem,” “Company,” “we,” or “us”), and the individual or entity subscribing to RevGem's services (“Client” or “you”).

This Agreement is entered into electronically. By (a) subscribing to any RevGem service, (b) submitting payment, (c) clicking any “I Agree,” “Subscribe,” or similar button, or (d) accessing or using any RevGem service, Client agrees to be bound by this Agreement and all terms incorporated herein by reference. This electronic acceptance constitutes a valid and binding electronic signature under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. § 7001 et seq., and applicable Texas law.

If Client is entering into this Agreement on behalf of a company or other legal entity, Client represents and warrants that it has full legal authority to bind such entity to this Agreement. If Client does not have such authority, Client must not subscribe to or access RevGem services.

No RevGem employee, sales representative, contractor, or agent has authority to modify this Agreement verbally or to make representations or promises not expressly contained herein.

2. Description of Services

RevGem provides AI-powered revenue operations and business automation services to small and mid-sized businesses. Services may include, but are not limited to:

• Website design, management, and optimization
• Customer relationship management (CRM) configuration, maintenance, and optimization
• Front-office and back-office workflow automation
• Marketing automation and multi-channel campaign management
• Search engine optimization (SEO) and AI search visibility (AEO/GEO)
• Customer operations systems design, implementation, and integrations
• Business intelligence reporting and data dashboards

The specific scope of services delivered to each Client is defined in the applicable onboarding agreement, proposal, or service order (“Service Order”). In the event of a conflict between this Agreement and a Service Order, the Service Order controls solely with respect to the defined scope of work.

RevGem reserves the right to modify, discontinue, or update any service or feature at any time, with or without notice, provided that RevGem shall use commercially reasonable efforts to notify Client of material changes.

3. Subscription, Billing, and Payment

RevGem services are provided on a monthly subscription basis. The following terms govern all billing and payment obligations:

• Subscription fees are billed in advance on the first day of each monthly billing cycle.
• By subscribing, Client expressly authorizes RevGem to charge the payment method on file automatically on a recurring monthly basis until terminated.
• All fees are stated in U.S. dollars. Except as expressly provided in Section 6, all fees are non-refundable.
• RevGem reserves the right to adjust subscription pricing upon no less than thirty (30) days prior written notice.
• In the event of a failed payment, RevGem may immediately suspend services without liability.
• Accounts outstanding beyond fifteen (15) days may be referred to collections.
• RevGem may apply taxes, levies, or surcharges as required by applicable law.

4. Scope of Work and Change Orders

The services to be performed by RevGem are limited to those expressly described in the applicable Service Order. Any request by Client for services outside the defined scope constitutes a change order request.

All change orders must be agreed upon in writing and signed by both parties prior to RevGem commencing any out-of-scope work. RevGem's performance of any additional work without a signed change order does not constitute a modification of this Agreement.

5. Term and Termination

5.1 Term

This Agreement commences on the date Client first subscribes to or accesses RevGem services and continues on a month-to-month basis until terminated.

5.2 Termination by Either Party

Either party may terminate this Agreement without cause by providing written notice at least fifteen (15) days prior to the next billing cycle. Termination becomes effective at the end of the then-current paid period.

5.3 Termination for Cause by RevGem

RevGem may terminate this Agreement immediately upon written notice if Client: (a) fails to pay any amount due and such failure continues for fifteen (15) days after written notice; (b) materially breaches any provision and fails to cure within ten (10) days; (c) violates Section 9 (Acceptable Use); (d) becomes insolvent or is subject to bankruptcy proceedings; or (e) engages in conduct that poses a reputational, legal, or operational risk.

5.4 Effect of Termination

Upon termination: (a) all licenses granted hereunder terminate immediately; (b) Client shall promptly pay all outstanding fees; (c) RevGem will transition Client-owned deliverables within ten (10) business days upon written request; and (d) RevGem may permanently delete Client data thirty (30) days following termination.

5.5 Survival

Sections 8, 10, 11, 12, 13, 14, 15, 16, 18, and all accrued payment obligations survive termination.

6. Refund Policy

6.1 General Non-Refundability

All subscription fees paid to RevGem are non-refundable except as expressly set forth in this Section 6.

6.2 Eligibility for Service Credit

Client may request a service credit only if all of the following conditions are simultaneously satisfied:

• RevGem has materially and demonstrably failed to deliver a service expressly defined in the applicable Service Order;
• Client provided specific written notice identifying the unmet deliverable;
• RevGem failed to cure within fourteen (14) calendar days; and
• The failure was not caused by Client's failure to cooperate or fulfill obligations under Section 7.

6.3 Exclusions

The following do not constitute grounds for a service credit or refund: dissatisfaction with outcomes; delays attributable to Client; Third-Party Platform issues; changes in Client's business strategy; results impacted by algorithm changes or market conditions; services rendered prior to written notice.

6.4 Claims Process

All refund or credit requests must be submitted in writing within thirty (30) days of the event giving rise to the claim. RevGem will respond within ten (10) business days.

7. Client Responsibilities

Client agrees to:

• Provide timely access to all accounts, platforms, credentials, and materials;
• Designate a primary point of contact with decision-making authority;
• Review and respond to deliverables within mutually agreed timeframes;
• Ensure all content provided to RevGem is legally owned or properly licensed;
• Promptly notify RevGem of any material changes that may affect service delivery.

8. Intellectual Property

8.1 RevGem Proprietary Property

All intellectual property owned, developed, or licensed by RevGem — including proprietary methodologies, processes, frameworks, templates, software configurations, automation architectures, AI prompt systems, training data, trade secrets, and know-how — remains the exclusive property of Rev-Gem LLC.

8.2 Client Deliverables

Work product created specifically for Client becomes Client's property upon receipt of full payment. RevGem retains a non-exclusive, royalty-free, perpetual license for internal evaluation, portfolio, and service improvement purposes.

8.3 Feedback

Client irrevocably assigns all right, title, and interest in any Feedback provided to RevGem.

8.4 Marketing and Reference Rights

Client grants RevGem a non-exclusive, royalty-free license to use Client's name, logo, and general engagement description for marketing purposes. Client may opt out with sixty (60) days written notice.

8.5 Data

RevGem may collect, process, and use aggregated and anonymized data to improve services, develop benchmarks, and enhance AI systems. RevGem will not sell individually identifiable Client data without written consent.

9. Acceptable Use

Client shall not:

• Use services in violation of any law or regulation;
• Transmit unlawful, defamatory, harassing, or fraudulent content;
• Engage in deceptive advertising or misleading marketing;
• Reverse-engineer, copy, or decompile any RevGem system or tool;
• Use RevGem's name or marks in any manner causing confusion or reputational harm;
• Damage RevGem's relationships with Third-Party Platform providers.

10. AI-Assisted Services; No Professional Advice

Client acknowledges that:

• AI-assisted outputs may contain inaccuracies and are not a substitute for professional judgment;
• No RevGem service constitutes legal, financial, medical, regulatory, or compliance advice;
• Client is solely responsible for reviewing all deliverables for accuracy and compliance;
• RevGem does not warrant the accuracy or fitness of AI-generated content;
• Client assumes all risks associated with use of AI-assisted deliverables.

11. Third-Party Platforms

RevGem's services are delivered in part through third-party software platforms including GoHighLevel, Anthropic, SEMrush, Google, Meta, and others. Client acknowledges that:

• Third-Party Platforms are governed by their own terms of service;
• RevGem is not responsible for any outage, data loss, or policy change by a Third-Party Platform;
• RevGem will use reasonable efforts to adapt if a platform becomes materially unavailable;
• Client may need to maintain its own platform subscriptions at Client's expense.

12. Limitation of Liability

13. Disclaimer of Warranties

RevGem does not warrant that services will be uninterrupted, error-free, or that any specific business outcome will be achieved. Marketing, SEO, and operational results are influenced by numerous external factors outside RevGem's control.

14. Indemnification

Client agrees to defend, indemnify, and hold harmless RevGem from any claims arising from: Client's breach of this Agreement; violation of applicable law; infringing content provided by Client; misuse of deliverables; or claims arising from Client-directed scope deviations.

15. Confidentiality

Each party agrees to hold in strict confidence all non-public, proprietary, or confidential information disclosed in connection with this Agreement. The Receiving Party shall use Confidential Information solely to perform obligations under this Agreement and protect it with reasonable care.

Obligations do not apply to information that is publicly available, independently developed, or required to be disclosed by law.

16. Non-Solicitation

During the term and for twelve (12) months following termination, Client agrees not to solicit, recruit, hire, or engage any RevGem employee, contractor, or subcontractor involved in providing services to Client.

17. Non-Disparagement

Each party agrees that during the term and for twenty-four (24) months following termination, it will not make false, misleading, or materially negative statements about the other party. This does not prohibit truthful statements in response to lawful subpoenas or honest feedback through designated channels.

18. Governing Law and Dispute Resolution

18.1 Governing Law

This Agreement is governed by the laws of the State of Texas.

18.2 Informal Resolution

Parties agree to attempt good-faith negotiation for thirty (30) days before initiating formal dispute proceedings.

18.3 Binding Arbitration

Unresolved disputes shall be resolved by binding arbitration under AAA Commercial Arbitration Rules, conducted in Travis County, Texas.

18.4 Waiver of Class Action and Jury Trial

18.5 Injunctive Relief

Either party may seek emergency injunctive relief from a court in Travis County, Texas to prevent irreparable harm pending arbitration.

18.6 Attorney's Fees

In any proceeding in which RevGem prevails, RevGem shall be entitled to recover reasonable attorneys' fees, costs, and expenses.

19. Statute of Limitations

20. Assignment

Client may not assign this Agreement without RevGem's prior written consent. RevGem may freely assign this Agreement to any affiliate, successor, or acquirer.

21. Force Majeure

Neither party shall be liable for delays caused by circumstances beyond its reasonable control, including acts of God, pandemics, government actions, war, or Third-Party Platform failures. If a force majeure event continues for more than sixty (60) days, either party may terminate without penalty.

22. Privacy and Data Security

RevGem's collection and use of personal information is governed by its Privacy Policy at rev-gem.com/terms. RevGem implements commercially reasonable security measures but cannot guarantee absolute security.

23. General Provisions

23.1 Entire Agreement

This Agreement, together with any Service Order and Privacy Policy, constitutes the entire agreement between the parties.

23.2 Amendments

This Agreement may only be amended in writing signed by both parties, or by RevGem in accordance with Section 24.

23.3 Severability

If any provision is held unenforceable, it shall be modified to the minimum extent necessary, and remaining provisions continue in full force.

23.4 Waiver

No failure or delay in exercising any right constitutes a waiver of that right.

23.5 Notices

All notices shall be in writing and deemed delivered when sent by email with confirmation or by certified mail.

23.6 Independent Contractors

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

23.7 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties and their permitted successors and assigns.

24. Modifications to Agreement

RevGem reserves the right to modify this Agreement at any time. For material changes, RevGem will provide no less than thirty (30) days prior written notice. Client's continued use of services constitutes acceptance of the revised Agreement. If Client does not agree, Client's sole remedy is termination under Section 5.2.