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END-USER SERVICE AGREEMENT

This agreement is in effect as of the date of subscription. By subscribing to any of our services you understand and agree to accept and adhere to the following terms and conditions as stated in this policy (hereafter referred to as ‘End-User Service Agreement‘), along with the terms and conditions as stated in our Privacy Policy & Terms of Services (please refer to the Privacy Policy and Terms of Services section below for more information).

Ray Hill Incorporated Service Agreement

This agreement is made between “The Subscriber” / “The Client” and “Ray Hill Incorporated”.

Ray Hill Incorporated (RHI) will be referred to as “The Agency” and/or RHI in this agreement.

The Subscriber/Client will be referred to as “The Subscriber” and/or “The Client” in this agreement.

This agreement is in effect as of the date of subscription.

By subscribing to any of our services you understand and agree to accept and adhere to the following terms and conditions as stated in this policy (hereafter referred to as ‘End-User Service Agreement’), along with the terms and conditions as stated in our Privacy Policy & Terms of Services (please refer to the Privacy Policy and Terms of Services section below for more information). We reserve the right to change this ‘End-User Service Agreement’ from time to time without notice. You acknowledge and agree that it is your responsibility to review this ‘End-User Service Agreement’ periodically to familiarize yourself with any modifications. Your continued use of our services after such modifications will constitute acknowledgment and agreement of the modified terms and conditions.

1. SERVICES

THE AGENCY shall provide THE CLIENT with the services and products described in the Statements of Work (the “DELIVERABLES”).

2. STATEMENTS OF WORK

2.1 CONTENTS OF STATEMENTS OF WORK

The parties shall describe each individual DELIVERABLES to be provided under this agreement in its own statement of work (each, a “Statement of Work”), each one including:

WE HAVE IMPLEMENTED THE FOLLOWING:

  • a full description of the particular provided under the Statement of Work,
  • the number of THE AGENCY’S personnel who will be assigned to provide the particular DELIVERABLES,
  • key RAY HILL INCORPORATED personnel the parties agree are crucial to the provision of the particular(each one a “KEY PERSONNEL”),
  • the applicable Fees and fee schedule, including any milestones and milestone payments if applicable, for the particular DELIVERABLES,
  • the service levels and acceptance criteria for the particular DELIVERABLES,
  • any materials the parties will provide for the particular DELIVERABLES,
  • a timeline for providing the particular DELIVERABLES,
  • and a unique identification number for the STATEMENT OF WORK and explicit reference to this agreement.

2.2 INTEGRATION

A Statement of Work that is signed by both parties, properly marked with a unique identification number, and refers explicitly to this agreement, will be deemed an integrated part of this agreement.

2.3 SEVERABLE

The parties may terminate any individual Statement of Work without effecting the remaining agreement or any other Statement of Work.

2.4 CONFLICT OF TERMS

If there is a conflict between the terms of this agreement and any Statement of Work, the Statement of Work will control.

2.5 CHANGES TO STATEMENT OF WORK

  • Proposing Changes – Either party may propose changes to the Deliverables, Fees, or schedule of a Statement of Work by giving written notice to the other party.
  • Finalizing Changes – If the parties agree to change the Deliverables, Fees, or schedule of a Statement of Work, the parties shall cooperate to execute a written amendment to the relevant Statement of Work detailing the changes.

2.6 ADDITIONAL STATEMENTS OF WORK

  • 1. Request Additional Services – The Client may request additional services by written notice to The Agency reasonably detailing the requested services.
  • 2. Assess the Request – Promptly after receiving a request for additional services from The Client, Ray Hill Incorporated shall
  • i. assess the request to determine if there are circumstances preventing it from providing the services, and
  • ii. if there are no circumstances preventing it from providing the requested services,
  • provide Ray Hill Incorporated with estimated Fees and timeline for the requested
  • services.
  • 3. Execute New Statement of Work – If after receiving Ray Hill Incorporated’s estimates The Client still wants the requested services, the parties shall execute a new Statement of Work according to the requirements of paragraph “CONTENTS OF STATEMENTS OF WORK”.

3.0 ACCEPTANCE AND REJECTION

3.1 REVIEW PERIOD

The Client will have 5 Business Days’ after Ray Hill Incorporated provides each Deliverable to inspect and test the Deliverables to ensure it meets the acceptance criteria outlined in the applicable Statement of Work (the “Inspection Period”).

3.2 ACCEPTANCE

If in The Client’s opinion the Deliverables meets the acceptance criteria, The Client shall accept the Deliverables and notify Ray Hill Incorporated that it is accepting the Deliverables.

3.3 DEEMED ACCEPTANCE

The Client will be deemed to have accepted the Deliverables if

1. The Client fails to notify Ray Hill Incorporated on or before the expiration of the Inspection Period, or

2. if during the Inspection Period, The Client uses or attempts to use the Deliverables beyond what is necessary for inspection and testing and in a way a reasonable person would consider consistent with The Client having accepted the Deliverables from Ray Hill Incorporated.

3.4 REJECTION

If in The Client’s opinion, the Deliverables fails in a material way to meet the acceptance criteria, The Client may reject the Deliverables by delivering to The Client a written list detailing each failure to satisfy the acceptance criteria.

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