Client Services Agreement

Brightlark Digital, Inc.

Effective Date: The date the Company completes a service payment link, signs a proposal, or accepts services from Brightlark.

This Client Services Agreement is between the client purchasing or engaging Brightlark services, referred to in this Agreement as the "Company," and Brightlark CRM Studio, Inc., referred to in this Agreement as "Brightlark" or the "Consultant."

Brightlark provides HubSpot implementation, optimization, reporting, workflow, CRM structure, data hygiene, handoff design, training, and related advisory services for professional services firms.

The Company wishes to engage Brightlark as an external consultant to provide HubSpot-related services.

The parties agree as follows.

1. Engagement and Services

1.1 Engagement

The Company retains Brightlark to provide the services described in this Agreement and any applicable proposal, statement of work, service payment link, order form, email confirmation, or written agreement.

1.2 Services

Brightlark may provide HubSpot-related implementation, optimization, advisory, reporting, workflow, CRM structure, data hygiene, handoff design, training, and maintenance services.

Services may include, but are not limited to:

• HubSpot Friction Scorecard review and follow-up
• Frictionless Firm Roadmaps
• HubSpot Implementation
• Frictionless Marketing
• Frictionless Sales
• Frictionless Service
• Ongoing HubSpot Optimization
• CRM structure and property configuration
• Pipeline and lifecycle stage design
• Workflow automation
• Reporting and dashboard configuration
• Marketing-to-sales handoff design
• Sales-to-service handoff design
• Data hygiene review and cleanup
• Team enablement, documentation, and training
• Related consulting or implementation services

1.3 Scope of Work

The specific scope, deliverables, fees, timelines, and responsibilities for an engagement will be described in the applicable proposal, statement of work, service payment link, order form, email confirmation, or written agreement.

Any work not expressly included in the applicable scope is outside the scope of Services unless agreed to in writing.

1.4 Performance of Services

Brightlark will perform the Services professionally, using commercially reasonable skill, care, and diligence.

Brightlark will communicate with the Company regarding progress, questions, risks, and reasonable needs related to the Services.

1.5 No Guarantee of Business Results

Brightlark may provide recommendations intended to reduce friction, improve visibility, support operational understanding, improve HubSpot adoption, improve reporting, or improve handoffs.

However, Brightlark does not guarantee any particular operational, financial, sales, marketing, service, revenue, profitability, cost savings, or business outcomes.

Results depend on many factors outside Brightlark's control, including the Company's internal processes, team adoption, data quality, HubSpot subscription level, third-party tools, business decisions, market conditions, and maintenance.

2. Company Responsibilities

2.1 Access and Cooperation

The Company must provide timely access to relevant systems, accounts, platforms, data, documentation, team members, approvals, and feedback needed for Brightlark to perform the Services.

This may include access to:

• HubSpot
• Website forms or landing pages
• Reporting tools
• Marketing platforms
• Sales tools
• Service and project management systems
• Data files
• Existing documentation
• Appropriate team members and stakeholders

2.2 Accuracy and Legality of Data

The Company is responsible for the accuracy, legality, integrity, and completeness of all data, materials, lists, contacts, customer records, files, credentials, business information, and other information provided to Brightlark or maintained in its systems.

The Company represents that it has the right to provide such information to Brightlark and to allow Brightlark to use it for the purpose of providing the Services.

2.3 Review and Approval

The Company is responsible for reviewing and approving configurations, workflows, reports, dashboards, forms, content, automations, imports, exports, data changes, and other deliverables before they are used in production or relied upon for business decisions.

2.4 Delays

Delays in access, approvals, feedback, meetings, client information, or required decisions may delay Brightlark's delivery timelines.

Brightlark is not responsible for delays caused by the Company's failure to provide timely access, materials, approvals, or feedback.

3. Third-Party Platforms and Tools

3.1 HubSpot and Third-Party Dependencies

The Services may depend on HubSpot and other third-party platforms, tools, integrations, applications, APIs, or services.

Brightlark is not responsible for delays, limitations, outages, errors, data loss, feature changes, permission limitations, API limitations, billing changes, subscription restrictions, or other issues caused by HubSpot or any third-party platform, integration, application, or service.

3.2 Subscription Requirements

Certain recommendations or configurations may require specific HubSpot hubs, tiers, seats, add-ons, integrations, or permissions.

The Company is responsible for managing the subscriptions, licenses, permissions, and third-party tools necessary to use the configured systems or requested functionality.

3.3 Third-Party Terms

The Company's use of HubSpot and other third-party tools is governed by the terms and policies of those providers.

Brightlark is not responsible for the terms, policies, security practices, or performance of third-party providers.

4. Audits, Scorecards, Roadmaps, and Recommendations

4.1 Diagnostic Nature

Scorecards, roadmaps, assessments, recommendations, and diagnostic findings are based on the information available to Brightlark at the time of review.

They are intended to support business decision-making and prioritization. They do not guarantee any particular operational, financial, sales, marketing, service, revenue, profitability, cost-savings, or business outcome.

4.2 Scorecard Results

If the Company or its representatives complete the HubSpot Friction Scorecard or a similar assessment, Brightlark may use the responses to categorize friction areas, recommend the following steps, and prepare for consultations or services.

Scorecard results are informational and are not a substitute for a full professional review of the Company's HubSpot portal, data, workflows, reporting, or business processes.

4.3 Implementation Decisions

The Company is responsible for deciding whether and how to implement Brightlark's recommendations.

Brightlark is not responsible for the Company's business decisions taken based on scorecards, roadmaps, reports, recommendations, or advisory discussions.

5. Term and Termination

5.1 Term

This Agreement becomes effective as described in Section 25 and continues on a month-to-month basis unless otherwise stated in the applicable proposal, statement of work, service payment link, order form, or written agreement.

For project-based engagements, including but not limited to the Frictionless Firm Roadmap and Roadmap Implementation workstreams, the term ends upon delivery of the agreed deliverables as described in the applicable statement of work or service payment link, rather than on a calendar cycle. Estimated delivery timelines communicated on Brightlark's website, in proposals, or in sales conversations are good-faith estimates only and do not constitute contractual commitments. The specific delivery timeline for any project-based engagement will be defined in the applicable statement of work or service payment link.

For ongoing engagements, including but not limited to the Frictionless Firm Retainer, this Agreement will automatically renew on a month-to-month basis unless either party provides written notice of cancellation at least 30 days before the end of the then-current monthly term.

5.2 Termination by Company

The Company may terminate this Agreement by giving written notice at least 30 days before the end of the then-current term.

Unless otherwise agreed in writing, termination will be effective at the end of the then-current term.

5.3 Termination by Brightlark

Brightlark may terminate this Agreement with 30 days' written notice, with or without cause.

If Brightlark terminates mid-term without cause, Brightlark will provide a prorated refund for any prepaid Services not provided during the remainder of the applicable term.

5.4 Termination for Breach

Either party may terminate this Agreement for material breach if the breaching party does not cure the breach within 30 days after receiving written notice of the breach.

5.5 Impact of Termination

Upon termination, the Company shall promptly pay Brightlark for all Services performed, fees incurred, and approved expenses, if any, before the effective date of termination.

No other compensation will be payable after termination except as expressly stated in this Agreement or an applicable written agreement.

Sections that by their nature should survive termination will survive, including confidentiality, payment obligations, intellectual property, limitation of liability, indemnification, governing law, and dispute resolution provisions.

6. Compensation and Payment

6.1 Fees

The Company shall pay Brightlark the fees specified in the applicable proposal, statement of work, service payment link, order form, invoice, or written agreement.

6.2 Monthly Subscription Payments

If the Services are purchased as a monthly subscription, Brightlark may enroll the Company in recurring billing. Unless stated otherwise, payment will be automatically charged on the first day of each month for Services provided that month.

6.3 Payment Method

The Company authorizes Brightlark or its payment processor to charge the Company-provided payment method for fees due under this Agreement.

6.4 Late or Failed Payments

If payment is late, fails, or is declined, Brightlark may pause Services until payment is received. A late fee of 1.5% per month (or the maximum rate permitted by law, whichever is lower) applies to any balance unpaid after 5 days past the due date. The Company remains responsible for all fees due for the term unless agreed otherwise in writing.

6.5 Expenses

Unless otherwise stated in writing, ordinary expenses incurred by Brightlark in performing the Services are Brightlark's responsibility.

Any extraordinary or third-party expenses requiring reimbursement by the Company must be approved in advance by the Company.

6.6 Taxes

Brightlark is responsible for taxes on its own income. The Company is responsible for any applicable sales, use, value-added, or similar taxes imposed on the Company's purchase or use of the Services, unless otherwise required by law.

7. Satisfaction Commitment

If the Company notifies Brightlark in writing within the first 30 days of the initial engagement that the Services are not a fit, Brightlark will refund amounts paid for that engagement.

This satisfaction commitment applies only to the first engagement between the parties unless otherwise agreed in writing.

The satisfaction commitment does not apply to third-party software fees, HubSpot subscription fees, third-party platform costs, advertising spend, nonrefundable vendor charges, or services outside Brightlark's control.

8. Independent Contractor Relationship

8.1 Independent Contractor

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, fiduciary, or employer-employee relationship.

Neither party may bind the other party or assume obligations on the other party's behalf without written authorization.

8.2 Control of Work

Brightlark controls the manner and means of performing the Services, subject to the agreed scope, deliverables, and the Company's reasonable business requirements.

8.3 Benefits

Brightlark and its personnel are not entitled to vacation pay, sick leave, retirement benefits, Social Security, workers' compensation, health benefits, unemployment insurance, or any other employee benefits from the Company.

9. Intellectual Property

9.1 Company Materials

The Company retains ownership of its pre-existing materials, data, trademarks, service marks, trade names, logos, customer information, business records, and confidential information.

9.2 Brightlark Materials

Brightlark retains ownership of its pre-existing materials, frameworks, processes, templates, methodologies, know-how, documentation, training materials, diagnostic tools, scorecards, concepts, and other intellectual property, including but not limited to:

• Capacity Trap
• Frictionless Firm
• Frictionless Firm Framework
• HubSpot Friction Scorecard
• Frictionless Firm Roadmap
• Brightlark-created templates, frameworks, and methodology

9.3 Deliverables

Unless stated otherwise in writing, upon full payment, the Company receives a non-exclusive, non-transferable license to use Brightlark-created deliverables solely for internal business purposes.

Brightlark may reuse general knowledge, experience, skills, ideas, concepts, templates, frameworks, and know-how developed or used in the course of providing Services, provided Brightlark does not disclose the Company's Confidential Information.

9.4 HubSpot Configuration

Configurations made within the Company's HubSpot portal, including properties, workflows, dashboards, reports, lists, forms, pipelines, and related implementation work, may be used by the Company in its business, subject to the Company's HubSpot subscription and HubSpot's terms.

For the avoidance of doubt, the Company may permit successor consultants or HubSpot partners to access, maintain, and modify configurations made inside the Company's HubSpot portal. This permission does not extend to Brightlark's proprietary frameworks, templates, scorecards, or processes, which remain Brightlark's intellectual property regardless of where they are cited or documented.

9.5 No Resale or Redistribution

The Company may not resell, distribute, publish, sublicense, or create commercial derivative products from Brightlark's frameworks, templates, scorecards, methodologies, documentation, or proprietary materials without Brightlark's prior written consent.

10. Use of Trademarks

The Company grants Brightlark permission to use the Company's trademarks, service marks, trade names, logos, and brand assets as reasonably necessary to perform the Services.

Brightlark will not acquire ownership of the Company's marks through such use.

Upon termination, Brightlark will stop using the Company's marks except as permitted by the Company in writing or as reasonably necessary for archival, legal, or administrative purposes.

11. Client Reference and Marketing

The Company grants Brightlark permission to identify the Company as a Brightlark client in marketing materials, website content, case studies, proposals, presentations, and similar business development contexts, including use of the Company's name and logo for such purposes.

If the Company does not wish to be identified publicly as a Brightlark client, the Company may opt out by submitting written notice to Brightlark at info@brightlark.com. Upon receipt of such notice, Brightlark will remove or refrain from adding the Company's name and logo from public-facing materials within a reasonable time, except where removal is not commercially practicable, such as in printed materials already in distribution.

Nothing in this section requires Brightlark to disclose Confidential Information in connection with any client reference or marketing use.

12. Confidential Information

12.1 Confidentiality

During the term of this Agreement, either party may access or receive information from the other party that is confidential or should reasonably be understood to be confidential based on the nature of the information or circumstances of disclosure.

Confidential Information may include:

• Business plans
• Financial information
• Customer information
• CRM data
• Sales and marketing data
• Revenue information
• Strategy documents
• Internal processes
• Technical information
• Software configurations
• Trade secrets
• Nonpublic business information
• Information marked or identified as confidential

Each party agrees to protect the other party's Confidential Information with reasonable care and not to use or disclose it except as necessary to perform or receive Services, comply with law, or exercise rights under this Agreement.

12.2 Exclusions

Confidential Information does not include information that:

• Is or becomes publicly available without breach of this Agreement
• Was lawfully known by the receiving party before disclosure
• Is lawfully received from a third party without confidentiality obligations
• Is independently developed without the use of the disclosing party's Confidential Information
• Is required to be disclosed by law, court order, subpoena, or governmental authority

12.3 Compelled Disclosure

If a party is legally required to disclose Confidential Information, that party will provide prompt notice to the other party when legally permitted and will reasonably cooperate with efforts to limit or protect the disclosure.

12.4 Duration

Confidentiality obligations continue for three years after termination of this Agreement.

For information that qualifies as a trade secret under applicable law, confidentiality obligations continue until the information ceases to be a trade secret.

13. Data Security

Brightlark will use commercially reasonable administrative, technical, and organizational safeguards designed to protect Company data and Confidential Information.

However, no method of electronic transmission or storage is completely secure. Brightlark does not provide total security and is not responsible for security incidents caused by the Company's systems, users, weak credentials, third-party platforms, compromised accounts, unauthorized access outside Brightlark's control, or failures of third-party providers.

The Company is responsible for upholding suitable user permissions, access controls, passwords, multi-factor authentication, and internal data governance.

14. Return or Deletion of Company Property

Upon termination and the Company's reasonable written request, Brightlark will return or delete Company-provided materials in its possession, subject to reasonable archival, legal, compliance, backup, administrative, and recordkeeping needs.

Brightlark is not required to delete information retained in backups, logs, or archival systems if deletion is not commercially reasonable, provided such information remains protected under this Agreement.

15. Other Activities

Brightlark may provide services to other clients, including clients in similar industries, provided Brightlark does not disclose or misuse the Company's Confidential Information.

Nothing in this Agreement prevents Brightlark from using general knowledge, experience, skills, ideas, methods, frameworks, or know-how acquired or developed during the course of providing Services.

16. Indemnification

16.1 Indemnification by Brightlark

Brightlark will indemnify and hold harmless the Company and its officers, employees, owners, affiliates, successors, and assigns from third-party claims, damages, liabilities, expenses, or judgments, including reasonable attorneys' fees, arising from:

• Brightlark's gross negligence or willful misconduct
• Brightlark's material breach of this Agreement
• Brightlark's violation of applicable law in performing the Services

16.2 Indemnification by Company

The Company will indemnify and hold harmless Brightlark and its officers, employees, contractors, affiliates, successors, and assigns from third-party claims, damages, liabilities, expenses, or judgments, including reasonable attorneys' fees, arising from:

• The Company's operation of its business
• The Company's data, materials, customer lists, or content
• The Company's products or services
• The Company's breach of this Agreement
• The Company's violation of applicable law
• The Company's use of HubSpot or any third-party platform
• Business decisions made by the Company based on Brightlark's recommendations, scorecards, roadmaps, or reports

The Company is not required to indemnify Brightlark to the extent a claim results from Brightlark's gross negligence, willful misconduct, or material breach of this Agreement.

17. Limitation of Liability

To the maximum extent permitted by law, Brightlark's total liability arising out of or relating to this Agreement or the Services shall not exceed the amounts paid by the Company to Brightlark for the Services giving rise to the claim during the three months preceding the event giving rise to liability.

This limitation applies regardless of the legal theory of liability, including contract, tort, negligence, strict liability, or any other theory.

18. Exclusion of Consequential Damages

To the maximum extent permitted by law, Brightlark shall not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages.

This includes damages for:

• Lost profits
• Lost revenue
• Lost data
• Loss of goodwill
• Business interruption
• Lost business opportunity
• Cost of substitute services
• Failure to achieve expected results
• Platform downtime or third-party service issues

This exclusion applies even if Brightlark has been advised of the possibility of such damages.

19. Force Majeure

Neither party will be liable for delay or failure to perform due to events beyond its reasonable control, including acts of God, fire, flood, earthquake, natural disaster, war, terrorism, labor disputes, government action, pandemic, civil unrest, power outage, internet outage, cyberattack, third-party platform outage, or similar events.

The affected party will provide notice as soon as reasonably practicable and will use reasonable efforts to resume performance.

20. Dispute Resolution

20.1 Informal Resolution

Before initiating formal legal proceedings, the parties agree to attempt to resolve any dispute, claim, or controversy related to this Agreement or the Services through good-faith negotiation. Either party may start this process by delivering a written notice describing the dispute in reasonable detail. The parties will meet or confer within 15 business days of that notice and try to resolve the dispute within 30 days, unless both agree in writing to extend the period.

20.2 Mediation

If the parties are unable to resolve a dispute through informal negotiation, either party may request non-binding mediation before a mutually agreed mediator in Denver, Colorado. The mediator's costs will be split equally between the parties, unless otherwise agreed. Each party will bear its own attorneys' fees and costs in connection with mediation.

20.3 Litigation

If a dispute is not resolved through informal negotiation or mediation, either party may pursue its available remedies in the state or federal courts located in Denver County, Colorado, as provided in Section 21. Nothing in this section prevents either party from seeking emergency or injunctive relief from a court of competent jurisdiction where necessary to prevent irreparable harm.

21. Applicable Law and Venue

This Agreement is governed by the laws of the State of Colorado, without regard to choice-of-law principles.

The parties consent to the personal jurisdiction and venue of the state and federal courts located in Denver County, Colorado.

22. Notices

All notices under this Agreement must be in writing and may be delivered by personal delivery, certified or registered mail, nationally recognized overnight courier, or email.

A notice is effective when received by the intended recipient.

Notices to Brightlark may be sent to:

Brightlark Digital, Inc. 2000 South Colorado Boulevard, Tower One, Suite 2000 Denver, Colorado 80222 Email: info@brightlark.com Phone: (303) 284-3262

Notices to the Company should be sent to the contact information provided in the applicable proposal, statement of work, service payment link, order form, or written agreement. If no contact information is provided in those documents, notices may be sent to the email address from which the Company's authorized representative most recently communicated with Brightlark.

23. Amendments

No amendment to this Agreement is effective unless in writing and signed or otherwise accepted electronically by both parties.

An applicable proposal, statement of work, service payment link, order form, or written agreement may supplement or modify this Agreement for the specific Services described in that document.

24. Assignment and Delegation

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets.

Any attempted assignment or delegation in violation of this section is void.

25. Electronic Acceptance and Effectiveness

This Agreement becomes effective when the Company does any of the following:

• Completes a service payment link provided by Brightlark
• Signs a proposal, statement of work, order form, or related agreement
• Approves Services in writing
• Authorizes Brightlark to begin Services
• Pays an invoice for Services

Electronic signatures, payment verifications, email approvals, and online acceptance have the same legal effect as original signatures.

26. Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions remain in full force and effect.

The invalid, illegal, or unenforceable provision will be modified to the minimum extent necessary to make it valid and enforceable, or, if modification is not possible, severed from the Agreement.

27. Waiver

No waiver of any breach, failure, right, or remedy is effective unless in writing.

A waiver of one breach or failure is not a waiver of any other breach or failure.

28. Entire Agreement

This Agreement, together with any applicable proposal, statement of work, service payment link, order form, invoice, or written agreement, constitutes the entire agreement between the parties regarding the Services.

It supersedes all prior and contemporaneous communications, negotiations, proposals, and agreements related to the subject matter of this Agreement.

If there is a conflict between this Agreement and an applicable proposal, statement of work, service payment link, order form, or written agreement, the more particular document controls for the Services described in that document.

29. Headings

Headings are for convenience only and do not affect interpretation.

30. Further Assurances

Each party will use reasonable efforts to take actions necessary to carry out the intent and purpose of this Agreement.