Terms of Service

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. Any statement made outside of this Agreement that is inconsistent with its terms is without effect.

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”) executed between the parties. 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. All other terms of this Agreement remain in full force.

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 that affect actively subscribed services.

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 the Agreement is terminated in accordance with Section 5.
• 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. Continued use of services following the notice period constitutes Client’s acceptance of revised pricing.
• In the event of a failed payment, RevGem may immediately suspend services without liability until payment is resolved. Client remains responsible for all fees accrued prior to and during any suspension period.
• Accounts outstanding beyond fifteen (15) days may be referred to collections. Client shall be responsible for all reasonable costs of collection, including attorneys’ fees.
• RevGem may apply taxes, levies, or surcharges as required by applicable law. Client is responsible for all applicable taxes associated with its subscription.

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 (electronically or otherwise) 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, a waiver of RevGem’s right to compensation, or an admission of any obligation to continue performing such work.

Delays, deficiencies, or Client dissatisfaction arising from Client-directed scope changes made without a formal change order shall not constitute grounds for a refund or termination claim against RevGem.

Term and Termination

Refund Policy

Client Responsibilities

RevGem’s ability to perform services is materially dependent on Client’s timely cooperation and participation. Client agrees to:

• Provide RevGem with timely access to all accounts, platforms, credentials, and materials reasonably required to perform the services;
• Designate a primary point of contact with decision-making authority for the engagement;
• Review and respond to deliverables, drafts, and requests for feedback within mutually agreed timeframes;
• Ensure all content, data, creative assets, and materials provided to RevGem are legally owned or properly licensed by Client, and do not infringe the rights of any third party;
• Promptly notify RevGem of any material changes to Client’s business, systems, or requirements that may affect service delivery.

Delays, failures, or performance deficiencies caused directly or indirectly by Client’s failure to fulfill the obligations set forth in this Section shall not constitute a breach by RevGem, shall not trigger any refund or credit obligation, and shall not form the basis for a termination claim. RevGem reserves the right to adjust delivery timelines accordingly.

Intellectual Property

Acceptable Use

Client agrees to use RevGem services solely for lawful business purposes and in compliance with all applicable laws and regulations. Client shall not, directly or indirectly:

• Use RevGem services in violation of any federal, state, local, or international law or regulation;
• Transmit, distribute, or store content that is unlawful, defamatory, harassing, fraudulent, obscene, or that infringes any third-party intellectual property or privacy rights;
• Use RevGem services to engage in deceptive advertising, misleading marketing, or any practice prohibited by the Federal Trade Commission Act or comparable regulations;
• Attempt to reverse-engineer, copy, decompile, or derive the source code or underlying methodology of any RevGem process, system, or tool;
• Use RevGem’s name, brand, or marks in any manner that could cause confusion, disparagement, or reputational harm;
• Take any action that could reasonably damage RevGem’s relationships with Third-Party Platform providers or violate such platforms’ terms of service.

RevGem reserves the right to immediately suspend or terminate services upon discovery of any violation of this Section, without refund or liability.

AI-Assisted Services; No Professional Advice

Certain RevGem deliverables are produced in whole or in part using artificial intelligence tools. Client acknowledges, understands, and agrees that:

• AI-assisted outputs may contain inaccuracies, errors, or omissions and are not a substitute for professional judgment;
• No RevGem service or deliverable constitutes legal, financial, medical, regulatory, or compliance advice of any kind;
• Client is solely responsible for reviewing all deliverables for accuracy, appropriateness, and compliance with applicable laws prior to publication, implementation, or distribution;
• RevGem does not warrant the accuracy, completeness, or fitness for a particular purpose of any AI-generated content;
• Client assumes all risks associated with the use, publication, or implementation of AI-assisted deliverables.

Third-Party Platforms

RevGem’s services are delivered in part through third-party software platforms, which may include GoHighLevel, Anthropic, SEMrush, Google, Meta, and others (collectively, “Third-Party Platforms”). Client acknowledges and agrees that:

• Third-Party Platforms are governed by their own terms of service, privacy policies, and acceptable use policies, which Client is independently responsible for reviewing and complying with;
• RevGem is not responsible for and shall have no liability arising from any outage, data loss, security incident, pricing change, feature deprecation, API modification, or policy change imposed by any Third-Party Platform;
• RevGem will use commercially reasonable efforts to adapt its services or substitute comparable alternatives if a Third-Party Platform becomes materially unavailable, but does not guarantee continuity of any specific platform-dependent feature;
• Client’s access to certain Third-Party Platform features may require Client to maintain its own subscription or account with such platform, at Client’s sole expense.

Limitation of Liability

The limitations set forth in this Section apply regardless of whether RevGem has been advised of the possibility of such damages and reflect a fundamental element of the basis of the bargain between the parties. Some jurisdictions do not allow certain limitations of liability, in which case such limitations shall apply to the maximum extent permitted by applicable law.

Disclaimer of Warranties

RevGem does not warrant or represent that: (a) services will be uninterrupted, error-free, or free from security vulnerabilities; (b) any specific business outcome, search ranking, lead volume, conversion rate, revenue result, or return on investment will be achieved; or (c) services will meet Client’s particular business requirements. Marketing, SEO, and operational results are influenced by numerous external factors outside RevGem’s reasonable control, including market conditions, search engine algorithms, platform policies, competitive dynamics, and Client-side execution.

Indemnification

Client agrees to defend, indemnify, and hold harmless Rev-Gem LLC, its members, managers, employees, contractors, and agents (collectively, “RevGem Parties”) from and against any and all claims, demands, actions, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or in any way connected with:

• Client’s breach of any representation, warranty, or obligation under this Agreement;
• Client’s violation of any applicable federal, state, local, or international law or regulation;
• Any content, data, or materials provided by Client to RevGem that infringe, misappropriate, or violate the intellectual property, privacy, or other rights of any third party;
• Client’s use or misuse of any RevGem deliverable after delivery;
• Any claim by a third party arising from services performed by RevGem at Client’s specific direction that deviate from RevGem’s standard recommendations.

RevGem reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by Client, in which case Client agrees to cooperate with RevGem’s defense of such claim.

Confidentiality

Each party (“Receiving Party”) agrees to hold in strict confidence all non-public, proprietary, or confidential information of the other party (“Disclosing Party”) disclosed in connection with this Agreement (“Confidential Information”), including but not limited to business plans, pricing, client lists, technical systems, financial data, and trade secrets.

The Receiving Party shall: (a) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; (b) disclose Confidential Information only to its employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

These obligations do not apply to information that: (a) is or becomes publicly available through no act or omission of the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure without restriction; (c) is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided the Receiving Party provides prompt prior written notice to the Disclosing Party and cooperates with any effort to obtain a protective order.

Non-Solicitation

During the term of this Agreement and for a period of twelve (12) months following its termination or expiration for any reason, Client agrees not to, directly or indirectly: (a) solicit, recruit, hire, or engage any RevGem employee, contractor, or subcontractor who was involved in providing services to Client; or (b) encourage any such individual to terminate or reduce their relationship with RevGem.

Client acknowledges that a breach of this Section would cause irreparable harm to RevGem for which monetary damages would be an inadequate remedy, and that RevGem shall be entitled to seek injunctive or other equitable relief without the requirement of posting a bond.

Non-Disparagement

Each party agrees that, during the term of this Agreement and for a period of twenty-four (24) months following its termination, it will not make or publish any false, misleading, or materially negative statements about the other party, its services, products, personnel, or business practices, whether publicly or privately, through any channel including social media, review platforms, press releases, or verbal communications.

This Section does not prohibit either party from making truthful statements in response to a lawful subpoena or court order, or from providing honest feedback through RevGem’s designated client feedback channels.

Governing Law and Dispute Resolution

Statute of Limitations

This shortened limitations period reflects the parties’ mutual agreement and is a material term of this Agreement.

Assignment

Client may not assign, transfer, delegate, or sublicense this Agreement or any rights or obligations hereunder, in whole or in part, without RevGem’s prior written consent. Any purported assignment without such consent shall be null and void.

RevGem may freely assign this Agreement, in whole or in part, to any affiliate, successor entity, or acquirer of all or substantially all of RevGem’s assets or business, without Client’s consent. This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent such delay or failure is caused by circumstances beyond its reasonable control, including but not limited to: acts of God, natural disasters, pandemics, government actions, war, terrorism, civil unrest, labor disputes, failures of internet infrastructure or telecommunications providers, or actions or inactions of Third-Party Platform providers.

The affected party shall notify the other party promptly and use commercially reasonable efforts to resume performance as soon as practicable. If a force majeure event affecting RevGem continues for more than sixty (60) days, either party may terminate this Agreement without penalty upon written notice.

Privacy and Data Security

RevGem collects and processes certain business and contact information in connection with providing services. RevGem’s collection and use of personal information is governed by its Privacy Policy, available at revgem.co/privacy, which is incorporated into this Agreement by reference.

RevGem implements and maintains commercially reasonable administrative, technical, and physical security measures designed to protect Client data from unauthorized access, loss, or disclosure. However, RevGem cannot guarantee absolute security and shall not be liable for unauthorized access or data breaches except to the extent caused by RevGem’s gross negligence or willful misconduct.

General Provisions

Modifications to Agreement

RevGem reserves the right to modify this Agreement at any time. For material changes, RevGem will provide Client with no less than thirty (30) days prior written notice via email to the address on file or through Client’s account portal.

Client’s continued access to or use of RevGem services following the expiration of the notice period constitutes Client’s binding acceptance of the revised Agreement. If Client does not agree to a material modification, Client’s sole remedy is to terminate this Agreement in accordance with Section 5.2 prior to the effective date of the change.