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RetentionSmith Master Services Agreement

Version MSA-2026-10-16c · Effective on acceptance

This Master Services Agreement ("Agreement") is between RetentionSmith LLC, a Utah limited liability company ("RetentionSmith", "we", "us"), and the business that accepts it ("Client", "you"). By clicking "I agree & continue to checkout", the person accepting confirms they are authorized to bind the Client.

1. Services

We plan, write, build and maintain email marketing for your store inside your own Klaviyo account (the "Services"), as described in the plan you buy:

• Flow Build ($2,500, one-time): six core automated flows, segments, deliverability guidance and a 30-day check.
• Growth ($1,500/month): ongoing flow upkeep, 4 email campaigns per month, testing and a monthly report.
• Scale ($3,000/month): as Growth, with 12 email campaigns per month.

Delivery guarantee: We guarantee delivery: if your six Flow Build flows aren't live within 15 business days of completed onboarding, for reasons within our control, you get a full refund.

Our work is produced with automated systems and proven templates. Nothing sends without your approval. The one exception: if you turn on auto-approve, email campaigns that pass our quality checks send automatically. Flows always need your approval.

The Services are available only for online stores operated on Shopify that use Klaviyo for email marketing (or will set up Klaviyo before onboarding). You represent that your store meets these requirements. If it does not, we may decline or end the engagement and refund any fees paid for Services not yet performed.

2. Your responsibilities

You will: (a) connect your Klaviyo account with the access we request, and keep your Klaviyo subscription active; (b) supply accurate brand information, offers, discount limits, product claims, customer reviews and images that you have the right to use; (c) review drafts promptly. You are responsible for the content you approve and for the claims, prices and offers in it.

(d) We don't provide SMS services. If you send texts through Klaviyo or any other tool, you're solely responsible for complying with the TCPA and state texting laws.

(e) We don't send or build SMS.

(f) You will make sure your subscribers consented to receive email, and you will follow Klaviyo's terms and applicable law.

3. Fees and prepayment

• All fees are paid in advance. Flow Build is paid in full at checkout. Monthly plans are billed in advance each month by card through Stripe and renew automatically until cancelled.
• Fees are non-refundable once the work for that period has started, except where this Agreement says otherwise or the law requires.
• If a payment fails, we will notify you and retry. If it is still unpaid after 14 days we pause the Services, and after 30 days we may terminate.
• Prices exclude taxes, which you pay if they apply. We may change prices for future renewal periods with 30 days' written notice.

4. No guarantee of results

We will perform the Services in a professional manner consistent with industry practice. We do not guarantee any particular revenue, open rate, click rate, deliverability, inbox placement or other result. Results depend on your products, prices, traffic, list, offers and many things outside our control. Revenue that Klaviyo attributes to email is not proof of incremental revenue.

5. Your data and ownership

• You own your Klaviyo account and all data in it, including subscriber lists, profiles, events, flows, templates and campaigns. We never move your subscriber data into our own systems except for the limited processing described in the Data Processing Addendum ("DPA"), which is part of this Agreement.
• Once you have paid for it, you own the copy, templates and flows we create for you. Everything we build stays in your Klaviyo account after the Agreement ends. We keep our general know-how, frameworks, tools and software, and may reuse non-client-specific templates and methods.
• You give us a limited licence to use your brand materials only to provide the Services.
• We store your Klaviyo key encrypted and delete it when the Agreement ends.

6. Term and termination

• Either party may terminate a monthly plan with 30 days' written notice (email to support@retentionsmith.com is enough, or use the portal). Service continues, and the fees already paid cover, the notice period. Prepaid fees aren't prorated or refunded.
• Flow Build ends when the build and the 30-day check are delivered.
• Either party may terminate immediately if the other materially breaches this Agreement and does not cure it within 10 days after notice, or for non-payment as described in section 3.
• When the Agreement ends, we stop all work, pause anything we scheduled that you have not asked us to keep running, and delete our copy of your Klaviyo key. Sections 4, 5, 7, 8, 9 and 11 survive termination.

7. Limitation of liability

• Our total liability under or relating to this Agreement is limited to the fees you actually paid us in the three (3) months before the event that gave rise to the claim.
• Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, data or goodwill, even if it was told they were possible.
• These limits do not apply to your payment obligations, to your indemnity under section 8, or to liability that the law does not allow to be limited (such as fraud or wilful misconduct).

8. Indemnity

You will defend and indemnify RetentionSmith against third-party claims arising from (a) content, claims, offers or materials you supplied or approved, (b) your failure to obtain valid consent for any email or text you send, or (c) your breach of law or of Klaviyo's terms.

9. Confidentiality

Each party will keep the other's non-public business information confidential, use it only for this Agreement, and protect it with reasonable care. This does not cover information that is public, already known, independently developed or required to be disclosed by law.

10. Warranties disclaimer

Except as expressly stated in this Agreement, the Services are provided "as is", and we disclaim all implied warranties, including merchantability, fitness for a particular purpose and non-infringement.

11. General

• Governing law and venue: the laws of the State of Utah, without regard to conflict-of-laws rules. Exclusive venue is the state and federal courts in Salt Lake County, Utah. Before filing a claim, each party will try in good faith to resolve the dispute by email for 30 days.
• We are independent contractors. We may use subcontractors and service providers (listed at retentionsmith.com/subprocessors/) and are responsible for their work under this Agreement.
• Notices go by email: to us at support@retentionsmith.com (postal: RetentionSmith LLC, 30 E Broadway, Suite 203, Salt Lake City, UT 84111), and to you at the email used at checkout.
• Neither party may assign this Agreement without consent, except to a successor of its business.
• Neither party is liable for delays caused by events beyond its reasonable control.
• This Agreement, the DPA, the Terms of Service and the plan you selected are the entire agreement. If a provision is unenforceable, the rest stays in effect. We may update this Agreement for future renewal periods with 30 days' notice. The version you accepted applies until then.