Version 2 • Effective March 12, 2026
THIS AGREEMENT, together with any schedules and exhibits thereto (the "Agreement") made as of the date specified in the accompanying Statement of Work (the "Effective Date"), by and between the subscribing party ("Client") and Conspire LLC, a California Limited Liability Company, having a principal place of business located at 1401 Union St #3609, San Diego CA 92101 ("Agency").
WHEREAS, Client desires to engage the Agency to provide Services related to web design, development, and eCommerce optimization (the "Services"), and Agency desires to be engaged by Client for the Services on the terms and in accordance with the pricing and schedule set forth herein and the applicable statement of work;
WHEREAS, Client and Agency further desire to agree on certain terms and conditions as set forth below that will apply to any Services provided by Agency to Client.
NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, the parties hereto agree as follows:
Client hereby engages Agency to provide the Services necessary to successfully complete projects in accordance with the specifications contained in the statement of work, and subject to all of the terms and conditions of this Agreement and the additional terms of any approved statement of work which will be signed by both parties and attached as a schedule to this Agreement (each referred to as a "SOW").
Agency hereby accepts such engagement and agrees to make itself available and to render the Services under this Agreement in a professional, high quality and timely manner, consistent with a high level of industry professional standards.
Client shall make every effort to fully cooperate with the Agency and provide such information as is reasonably required for the Agency to effectively fulfill and perform the Services. Client agrees to make its employees and representatives available to the Agency according to the relevant areas of responsibility as needed for completing the Services set forth in the SOW.
If the Client cannot or otherwise fails to meet required deadlines or deliver to the Agency the information necessary for the Agency to perform the Services listed in the SOW, then Client shall not hold the Agency liable for failure of execution of Services listed in the SOW.
Agency agrees to complete the Services in accordance with the specifications provided by Client, including but not limited to any written requirements documents provided to Agency (the "Specifications"), and including all information, documents and other materials provided by Client to Agency for inclusion in the Project.
The Services include those tasks and Deliverables set forth in the Specifications and the applicable SOW. For purposes of this Agreement, a "Deliverable" is any item (including intermediate and final work product) that Agency is obligated to prepare or provide to Client as set forth in the Specifications and/or in the applicable SOW, including but not limited to software requirement specifications, functional specifications, reports, software, templates, designs, implementations, schematics, prototypes, programs in source and object code form, interfaces and documentation and instructions.
All changes to the Deliverables must be approved in advance by both the Client and the Agency in writing.
Agency will use its best efforts to complete the Services to Client's reasonable satisfaction on or before the milestone dates set forth on the applicable SOW. Client agrees to timely provide Agency with any information and materials as reasonably requested by Agency if required by Agency to meet the foregoing delivery requirements.
All changes to the delivery schedule must be approved in advance by both the Client and the Agency in writing.
Agency will be entitled to, as compensation for all the Services described in this Agreement, payment at such times and in such amounts as set forth on the applicable SOW, and these amounts will be payable by Client within 7 days after the later of (a) the time specified in the SOW, or (b) receipt of an invoice from Agency describing the Services provided and the payment due.
There will be no other charges for the Services to be provided under the applicable SOW except for those fees and expenses expressly stated in that SOW, which will include all applicable taxes or other related charges.
If after repeated attempts to begin, continue, or finalize the delivery of Services, Deliverables or the final Project, the Client fails to participate, or becomes otherwise unresponsive to Agency requests for a period of thirty (30) days, the parties agree that the Project may be considered abandoned by the Client, and the Agency shall immediately be entitled to receive full compensation for all the Services, Deliverables or the entire Project described in this Agreement that have been delivered to, and accepted by, the Client.
The Agency shall also be permitted to charge Client for time incurred by Agency modifying any Project or Deliverable if the modification requested by Client causes the Project or Deliverable to materially deviate from the applicable Specification provided in the SOW. The Parties shall agree on the additional charges in writing before the Agency will commence the additional Services.
By subscribing to Agency services and providing payment information through Stripe or other designated payment processors, Client expressly authorizes Agency to automatically charge the payment method on file for:
Client acknowledges and agrees that:
For any work performed outside the scope of the selected service tier ("Additional Work"), Client authorizes Agency to charge the payment method on file upon completion of such work, provided that:
Except as otherwise agreed by Agency and Client in the applicable SOW, the following provisions will apply for delivery and acceptance of any Deliverables provided hereunder. The standard for acceptance for Deliverables will be material conformity to the specifications set forth in the Specifications and as otherwise expressly communicated by Client.
Client will, within 7 business days from receipt, accept or reject the initial version of the Deliverable and any corrected version of each version of any Deliverable, and will notify Agency in writing of any error, deficiencies or inadequacies in the version within that time period.
If Client rejects the initial version or any corrected version of any work, Agency will immediately commence using its best efforts to correct such error and will have a period of at least 14 business days from receipt of the written rejection to correct all errors, deficiencies or inadequacies specified by Client and submit a revised version.
Agency and Client agree that upon delivery by Agency of an accepted version of any Deliverable, Client will have 30 days to test the Deliverable and determine whether it has been delivered to its reasonable satisfaction. On or before the last day of such 30 day period, Client may provide Agency with written notice that final acceptance has occurred ("Final Acceptance").
All source code and other files with respect to any Deliverables that may be edited will be placed by Agency on the server location designated by Client.
Upon Final Acceptance of any Deliverable, all object code, together with all final source code, designs, passwords and other files and materials will be uploaded by the Agency to the Client's server location designated by Client ("Final Delivery").
It is understood and agreed by the Parties to this Agreement that the Project and software is being developed by the Agency for the sole and exclusive use of Client. The Agency agrees that the development of the Project (but excluding Developer Tools) is "work made for hire" within the meaning of the Copyright Act of 1976, as amended from time to time, and that only upon the full and complete payment of all Compensation required by this Agreement to the Agency, the Project and software shall be the sole property of Client with the following exception of Developer Tools.
"Developer Tools" means the materials, information, trade secrets, generic programming codes and segments, algorithms, methodologies, processes, tools, data, documents, notes, programming techniques, reusable objects, routines, formulae and templates that: (a) are developed prior to the software utilized by the Agency in connection with the Project; (b) are designed to perform generalized functions not specific to the particular requirements of Client or the Project; and (c) do not contain any of Client's Confidential Information or other information or items provided by Client.
In the event that it should be determined that any of such Project or supporting documentation does not qualify as a "Work Made for Hire", Agency will and hereby does assign to Client for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged all right, title and interest that it may possess in such Project and the underlying materials and documentation including, but not limited to, all copyright and proprietary rights relating thereto.
Confidential Information means any proprietary information, technical data, trade secrets, financial figures and know-how of any kind and in any form whatsoever, including, but not limited to, trademarks, service marks, trade names, designs, logos, slogans, symbols, or trade dress, as well as information relating to business, product or service plans, financial projections, customer lists, business forecasts, sales and merchandising, patents, patent applications, computer object or source code, research, inventions, processes, designs, drawings, methods, engineering, marketing strategies, pricing or financing.
All information provided by Client relating to the Project shall be deemed Confidential Information.
Confidential Materials will include, but not be limited to all tangible materials, which may be machine or user readable, such as printed documents, disks, flash drives, CDs or other forms of media, containing Confidential Information, and any digital information sent via email or otherwise made available to Agency.
Agency agrees not to use any Confidential Information or Confidential Materials of the Client for any purpose except in accordance with the terms of this Agreement.
Agency will not allow or permit disclosure or access to, or transmit or transfer the Confidential Information or Confidential Materials to any third party without the prior written consent of the Client.
Agency will disclose the Confidential Information only to those of its employees, independent contractors and consultants who have a need to know and who have given their agreement to keep such information confidential.
Agency agrees to take all reasonable security measures to protect the secrecy of, and avoid disclosure or use of, Confidential Information or Confidential Materials.
All Confidential Information and Confidential Materials are and will remain the exclusive property of Client and will be held in trust and confidence by Agency.
Notwithstanding anything to the contrary contained in this Agreement, the Agency shall retain the right, on a case by case basis pending client approval:
Subscription Term: This Agreement commences on the Effective Date and continues for the duration of any active subscription, subject to the commitment periods and renewal terms specified below.
Commitment Periods: Client commits to an initial term as selected at signup:
Client is obligated to pay all monthly fees for the entire committed period, regardless of usage.
Auto-Renewal: At the end of each commitment period, the subscription automatically renews for an additional term of the same length at the then-current rates, unless either party provides written notice of non-renewal at least 30 days before the end of the current commitment period.
Early Cancellation: If Client wishes to cancel before the end of a commitment period, Client remains obligated to pay all monthly fees through the end of the current commitment period. No refunds will be provided for early cancellation.
Plan Changes:
Immediate Termination: Either party may terminate this Agreement immediately upon:
Effect of Termination: Upon termination, Client will:
Agency represents and warrants as follows:
The Project, Deliverables and all portions or components thereof will be free of material defects, malfunctions, or nonconformities and operate in all respects in conformance with the Specifications and other agreed on requirements up to and for a period of 30 days after the date of Final Acceptance.
Agency has full corporate authority to execute and deliver this Agreement and to consummate the transactions hereby in the manner contemplated herein.
Agency will perform the professional Services provided under this Agreement and each SOW in a workmanlike and professional manner and will utilize appropriately qualified personnel.
Client represents and warrants as follows:
Client has full corporate authority to execute and deliver this Agreement.
Client agrees that Agency will not be liable for failures determined to have been caused solely by the gross negligence or willful misconduct of Client.
Client acknowledges and agrees that the completed Project may use or integrate with third party Services or products, such as an Application Programming Interface (API) of a hosting platform provided by one or more third party service providers. These Third party Services may change with time and the Agency is not responsible for maintaining or repairing any errors due to Third party Services.
In performing Services under this Agreement, Agency agrees not to design, develop, or provide to Client any items that infringe one or more patents, copyrights, trademarks or other intellectual property rights (including trade secrets), privacy, or other rights of any person or entity.
Agency agrees to indemnify, defend, and hold Client harmless for any such alleged or actual infringement and for any liability, debt, or other obligation arising out of or as a result of or relating to (a) the Agreement, (b) the performance of the Agreement, or (c) the Deliverables, other than Client's responsibilities and Client Content.
Agency's total liability under this Agreement shall not exceed the amount of the Compensation derived by Agency under this Agreement.
Client shall indemnify and hold harmless Agency from any and all claims, damages, liabilities, costs, and expenses, including reasonable attorneys' fees, incurred by Agency as a result of any claim related to or arising from any content, display, or material provided by Client to Agency (the "Client Content"), or a claim that Agency's use of the Client Content infringes the intellectual property rights of a third party.
The Parties agree that the Agency, in its sole discretion, shall be permitted to subcontract with an independent third party for any Services under this Agreement. Upon request from the Client, Agency will provide the Client with information specifying the components of the Services affected and the identity and qualifications of the subcontractor.
Agency will be solely responsible and liable for the performance of the Services hereunder, including the performance of any subcontractor.
Each of the Parties agrees not to circumvent the other party to this Agreement, or otherwise solicit, hire, employ, or engage as an independent contractor or consultant, any of the other party's employees, subcontractors or affiliates, without the express written consent of the other party, during the term of this agreement and for a one year period thereafter.
Client and Agency agree to make a good-faith effort to resolve any disagreement arising out of, or in connection with, this Agreement through negotiation. Should the parties fail to resolve any such disagreement within ten (10) days, any controversy or claim arising out of or relating to this Agreement shall be submitted by either party to arbitration in Los Angeles County, California and in accordance with the Commercial Arbitration Rules of the American Arbitration Association.
EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, AGENCY PROVIDES ITS SERVICES "AS IS" AND WITHOUT WARRANTY OF ANY KIND. The parties agree that the limited warranties set forth in this Agreement are the sole and exclusive warranties provided by each party, and each party disclaims all other warranties, express or implied, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose.
IN NO EVENT SHALL AGENCY BE LIABLE TO THE CLIENT FOR ANY INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, including lost profits, whether or not foreseeable, arising under this Agreement, even if such party has been advised of the possibility of such damages.
THE MAXIMUM REMEDY AVAILABLE TO CLIENT IS ANY AMOUNT PAID BY CLIENT HEREUNDER.
The relationship of Agency to Client will be that of an independent contractor, and neither Agency nor any employee of Agency will be deemed to be an agent or employee of Client. It is expressly understood that this undertaking is not a joint venture.
If any provision of this Agreement should be held invalid or unenforceable for any reason whatsoever, such provision shall be enforced to the maximum extent legally permissible, and the remainder of this Agreement shall be valid and binding upon the parties.
This Agreement shall be deemed to have been made in the State of California, United States of America, and its form, execution, validity, construction and effect shall be determined in accordance with the laws of the State of California. Both parties further consent to exclusive jurisdiction by the state and federal courts for Los Angeles County in the State of California.
All notices or reports permitted or required under this Agreement will be in writing and delivered by personal delivery, sent digitally via email, facsimile transmission or by certified or registered mail, return receipt requested, and will be deemed given upon personal delivery, (5) days after deposit in the mail, or upon acknowledgement or receipt of electronic transmission.
This Agreement, together with any SOW and any Specifications expressly referenced therein, sets forth the entire intent and understanding of the parties hereto on the subject matter hereof, and supersedes any other agreements or understandings.
Any amendment to this Agreement must be in writing signed by both parties. No waiver of any provision of this Agreement will constitute a waiver of any other provision(s) or of the same provision on another occasion.
This Agreement may not be assigned by either party without the express written consent of the other party, except that Client may assign this agreement to any acquirer of or successor to all or a portion of its business without notice or consent.
Subject to the limitations set forth in this Agreement, this Agreement will inure to the benefit of and be binding upon both parties, their successors, and permitted assigns.
Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such party's reasonable control and that such party is unable to overcome through the exercise of commercially reasonable diligence.
This Statement of Work outlines the ongoing eCommerce support services and deliverables provided by Conspire LLC under a fixed monthly payment schedule.
The Client seeks reliable, ongoing support from Conspire LLC to drive eCommerce performance, optimize conversion rates, and enhance overall website effectiveness through strategic consultation, design, frontend, and backend development.
The Agency offers three partnership tiers, each designed for different stages of eCommerce growth. All tiers include senior strategy and oversight; higher tiers increase throughput, priority, and strategic depth.
Ideal For: Growing ecommerce brands ($3M-$8M revenue) that need structured execution with clear scope and predictable delivery.
Includes:
Pricing:
Ideal For: Scaling brands ($8M-$20M revenue) ready for faster iteration, deeper strategy, and more flexible execution bandwidth.
Includes:
Pricing:
Ideal For: Established ecommerce-first brands that need continuous, high-complexity execution and strategic depth.
Includes:
Pricing:
For new clients entering their first retainer engagement with Conspire LLC, a 3-Month Introduction option is available as a one-time offer:
To ensure successful service delivery, Client agrees to:
Work outside the scope of the selected tier's monthly initiatives may be performed subject to Agency bandwidth and mutual agreement. Additional work is billed at:
All additional work requires written approval (including email or project management systems) before commencement.
Clients wishing to upgrade may do so at any time, with the new rate effective immediately. Clients wishing to downgrade must provide written notice at least 30 days before the renewal date; downgrades take effect at the start of the subsequent term.
This Statement of Work outlines focused, time-boxed project engagements provided by Conspire LLC for specific initiatives.
Sprint Projects are designed for businesses with a specific initiative—such as a migration, redesign, or feature build—who need dedicated focus without a long-term commitment.
Price: $6,400 Duration: 1 week of dedicated work
Includes:
Best For: Focused initiatives like site migrations, landing page builds, or specific feature additions.
Price: $12,000 Duration: 2 weeks of dedicated work
Includes:
Best For: Comprehensive projects like full site redesigns, complex feature builds, or platform transitions.
After completing the initial sprint booking, additional time may be added:
Sprint Projects offer two payment options:
A 3% processing fee applies to credit card payments; no fee for ACH payments.
Sprint deliverables are defined on a project-by-project basis but may include:
Following a successful sprint engagement, clients may transition to a retainer partnership at any tier. Sprint clients converting to a 6-month or 12-month retainer within 30 days of sprint completion will receive the retainer client rate ($115/hour) for any additional work during the transition period.
By subscribing to our services, you acknowledge that you have read, understood, and agree to be bound by the terms and conditions of this Master Services Agreement and the applicable Statement of Work. You further authorize Conspire LLC to automatically charge your payment method on file for all fees described herein.
Questions about these terms? Contact us at hello@conspireagency.com