REVENUE SWITCH — TERMS OF SERVICE

Effective Date: May 11, 2026
Last Updated: May 11, 2026

INTRODUCTION

Welcome to Revenue Switch. These Terms of Service ("Terms," "Agreement") constitute a legally binding agreement between you ("Client," "you," "your") and Revenue Switch ("Agency," "we," "us," "our"). By engaging our services, signing a proposal, or making any payment to Revenue Switch, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety.

Revenue Switch specializes in building high-converting e-commerce websites and providing ongoing Conversion Rate Optimization (CRO) ecosystems. These Terms govern all services rendered by Revenue Switch unless expressly superseded by a separately executed written agreement.

1. DEFINITIONS

For the purposes of this Agreement, the following definitions apply:

"Services" means any and all work performed by Revenue Switch on behalf of the Client, including but not limited to e-commerce website design, development, Conversion Rate Optimization, A/B testing, analytics implementation, UX auditing, landing page creation, and any related consulting or advisory work.

"Deliverables" means all tangible and intangible outputs produced by Revenue Switch in the course of performing the Services, including website designs, code, wireframes, prototypes, audit reports, testing plans, optimization roadmaps, and analytics dashboards.

"Project" means any discrete scope of work as outlined in a Statement of Work (SOW), proposal, or engagement letter agreed upon by both parties.

"CRO Ecosystem" means the ongoing, iterative process of data-driven optimization, including but not limited to heatmap analysis, session recordings, A/B and multivariate testing, funnel analysis, user behavior research, and iterative design and development improvements.

"Conversion Metrics" means the agreed-upon key performance indicators (KPIs) used to measure the success of optimization efforts, such as conversion rate, average order value, revenue per visitor, cart abandonment rate, and other metrics as defined in the applicable SOW.

"Third-Party Platforms" means any external tools, software, hosting providers, payment gateways, e-commerce platforms (e.g., Shopify, WooCommerce, Magento, BigCommerce), analytics platforms, or services not owned or operated by Revenue Switch.

2. SCOPE OF SERVICES

2.1 E-Commerce Website Design & Development

Revenue Switch provides custom e-commerce website design and development services tailored to maximize conversions and revenue. This may include, depending on the agreed SOW:

• Discovery and strategy sessions

• Competitive analysis and market research

• Information architecture and user flow mapping

• UI/UX design (wireframes, mockups, and prototypes)

• Front-end and back-end development

• E-commerce platform setup and configuration

• Product catalog setup and migration

• Payment gateway integration

• Third-party tool and app integrations

• Responsive and mobile-optimized design

• Speed and performance optimization

• Quality assurance and testing

• Launch support and post-launch monitoring

2.2 Ongoing Conversion Rate Optimization (CRO)

Revenue Switch offers ongoing CRO services designed to continuously improve the performance of the Client's e-commerce store. CRO engagements may include:

• Comprehensive CRO audits

• Heatmap and session recording analysis

• Quantitative and qualitative user research

• Hypothesis development and prioritization

• A/B testing, split testing, and multivariate testing

• Landing page optimization

• Checkout flow optimization

• Product page enhancement

• Conversion funnel analysis and optimization

• Monthly or bi-weekly performance reporting

• Strategic recommendations and roadmap updates

2.3 Limitations of Scope

Services are limited to those expressly described in the applicable SOW or proposal. Any work requested beyond the agreed scope ("Out-of-Scope Work") will require a separate written agreement or SOW amendment, and may be subject to additional fees. Revenue Switch reserves the right to decline Out-of-Scope Work at its sole discretion.

3. CLIENT OBLIGATIONS

The Client agrees to:

(a) Provide timely access to all necessary accounts, platforms, analytics tools, hosting environments, and any other resources required for Revenue Switch to perform the Services.

(b) Designate a single point of contact ("Client Representative") with the authority to provide approvals, feedback, and make binding decisions on behalf of the Client.

(c) Provide complete and accurate information regarding business goals, brand guidelines, existing customer data, product information, and any other materials reasonably requested by Revenue Switch.

(d) Review and provide feedback on Deliverables within the timeframes specified in the applicable SOW. Failure to provide timely feedback may result in project delays, and Revenue Switch shall not be held responsible for any such delays.

(e) Ensure that all content, images, trademarks, and materials provided to Revenue Switch for use in the Services do not infringe upon the intellectual property rights of any third party.

(f) Maintain valid licenses and subscriptions for all Third-Party Platforms used in connection with the Services, unless otherwise agreed in writing.

(g) Refrain from making unauthorized changes to live testing environments, analytics tracking codes, or any Deliverables during active optimization periods without prior written consent from Revenue Switch.

4. PROJECT WORKFLOW & DELIVERABLES

4.1 Proposals and Statements of Work

Each engagement begins with a proposal or SOW that outlines the specific scope, timeline, milestones, Deliverables, and pricing. The SOW becomes binding upon execution by both parties or upon the Client's payment of the applicable deposit.

4.2 Revisions and Approval Process

Unless otherwise specified in the SOW:

• Design phases include up to two (2) rounds of revisions per deliverable.

• Additional revision rounds will be billed at Revenue Switch's then-current hourly rate.

• Deliverables are deemed approved if the Client does not provide written feedback within seven (7) business days of delivery.

4.3 Timeline and Delays

Revenue Switch will use commercially reasonable efforts to meet agreed-upon timelines. However, timelines are estimates and are contingent upon the Client fulfilling its obligations under Section 3. Delays caused by the Client — including but not limited to late feedback, delayed content delivery, or scope changes — may extend the project timeline proportionally.

4.4 Testing and Experimentation

For CRO engagements, the Client acknowledges and agrees that:

• A/B tests and optimization experiments involve controlled changes to the Client's live website.

• Not all tests will produce positive results; negative or neutral test outcomes are a normal and expected part of the CRO process.

• Revenue Switch will exercise professional judgment in designing and implementing tests but does not guarantee any specific test outcome.

• Minimum test durations and sample sizes will be determined by Revenue Switch based on statistical best practices to ensure data validity.

5. INTELLECTUAL PROPERTY

5.1 Client Materials

The Client retains all ownership rights to materials provided to Revenue Switch, including but not limited to logos, brand assets, product images, copy, and proprietary data ("Client Materials"). The Client grants Revenue Switch a non-exclusive, revocable license to use Client Materials solely for the purpose of performing the Services.

5.2 Deliverables

Upon full payment of all applicable fees, Revenue Switch assigns to the Client all rights, title, and interest in the final, approved Deliverables specifically created for the Client, excluding any Pre-Existing Materials and Third-Party Materials.

5.3 Pre-Existing Materials and Frameworks

Revenue Switch retains all rights to its proprietary methodologies, frameworks, tools, code libraries, templates, processes, and any materials developed prior to or independently of the engagement ("Pre-Existing Materials"). To the extent Pre-Existing Materials are incorporated into the Deliverables, Revenue Switch grants the Client a non-exclusive, perpetual, royalty-free license to use such Pre-Existing Materials solely in connection with the Deliverables.

5.4 Portfolio and Case Study Rights

The Client grants Revenue Switch the right to display the completed work in Revenue Switch's portfolio, case studies, marketing materials, and social media channels, including performance metrics in anonymized or aggregated form, unless the Client provides written notice opting out within thirty (30) days of project completion.

6. PAYMENT TERMS

6.1 Fees and Payment Schedule

All fees, payment schedules, and billing arrangements are set forth in the applicable SOW or proposal. Unless otherwise stated:

• Website design and development projects require a non-refundable deposit of fifty percent (50%) prior to commencement of work, with the remaining balance due upon project completion and prior to launch.

• Ongoing CRO retainers are billed monthly in advance, due within fifteen (15) days of invoice date.

6.2 Late Payments

Invoices not paid within the specified payment terms will incur a late fee of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower. Revenue Switch reserves the right to suspend all Services — including pausing live tests and optimization efforts — until the account is brought current.

6.3 Expenses

Unless otherwise agreed in writing, the Client is responsible for all third-party costs incurred in connection with the Services, including but not limited to stock photography, premium fonts, hosting fees, domain registration, Third-Party Platform subscriptions, paid advertising spend, and testing tool licenses.

6.4 Taxes

All fees are exclusive of applicable taxes, duties, and levies. The Client is responsible for all such charges, except for taxes based on Revenue Switch's net income.

6.5 Refund Policy

Due to the custom nature of the Services, all deposits and payments for completed work are non-refundable. For ongoing CRO retainers, the Client may cancel with thirty (30) days' written notice, but no pro-rata refund will be issued for the current billing period.

7. CONFIDENTIALITY

7.1 Confidential Information

Each party ("Receiving Party") agrees to hold in strict confidence all non-public information disclosed by the other party ("Disclosing Party") in connection with this Agreement, including but not limited to business strategies, financial data, customer data, conversion data, analytics insights, proprietary methodologies, pricing, and technical specifications ("Confidential Information").

7.2 Permitted Disclosures

The Receiving Party may disclose Confidential Information only to its employees, contractors, and agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already known to the Receiving Party prior to disclosure; (c) is independently developed without use of the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided the Receiving Party gives prompt notice to the Disclosing Party.

7.3 Duration

Confidentiality obligations survive termination of this Agreement for a period of three (3) years.

8. DATA HANDLING, ANALYTICS & PRIVACY

8.1 Data Access

The Client acknowledges that performing the Services may require Revenue Switch to access, collect, analyze, and process data related to the Client's website, customers, and business operations, including website analytics, user behavior data, transaction data, and customer demographics.

8.2 Data Ownership

All data collected through the Client's website, analytics platforms, and business operations remains the sole property of the Client. Revenue Switch will not sell, share, or use Client data for any purpose other than performing the Services.

8.3 Compliance

The Client is solely responsible for ensuring that its website, data collection practices, and privacy policies comply with all applicable data protection laws and regulations, including but not limited to the General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA), and any other relevant legislation. Revenue Switch will cooperate with reasonable Client requests to support compliance but assumes no liability for the Client's data protection obligations.

8.4 Anonymized and Aggregated Data

Revenue Switch may use anonymized and aggregated data derived from its work with the Client for internal research, benchmarking, and the improvement of Revenue Switch's proprietary methodologies and frameworks, provided such data cannot reasonably be used to identify the Client or its customers.

9. WARRANTIES AND DISCLAIMERS

9.1 Revenue Switch Warranties

Revenue Switch warrants that:

(a) The Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards.

(b) Revenue Switch personnel assigned to perform the Services possess the skills, qualifications, and experience necessary to perform their assigned tasks.

(c) The Deliverables, to the best of Revenue Switch's knowledge, will not infringe upon the intellectual property rights of any third party (excluding Client Materials and Third-Party Materials).

9.2 Disclaimer of Guarantees

THE CLIENT EXPRESSLY ACKNOWLEDGES AND AGREES THAT REVENUE SWITCH DOES NOT GUARANTEE ANY SPECIFIC RESULTS, INCLUDING BUT NOT LIMITED TO:

• Any particular conversion rate, revenue figure, traffic volume, or sales target.

• Any specific return on investment (ROI) from the Services.

• Any particular ranking in search engine results.

• The outcome of any individual A/B test or optimization experiment.

• Uninterrupted or error-free operation of the Client's website.

Conversion Rate Optimization is an iterative, data-driven process. While Revenue Switch applies industry best practices, expert analysis, and proven methodologies, results are influenced by numerous factors beyond Revenue Switch's control, including but not limited to market conditions, product quality, pricing, competition, seasonality, and the Client's overall business operations.

9.3 Third-Party Platforms

Revenue Switch makes no warranties regarding the performance, availability, or functionality of Third-Party Platforms. The Client acknowledges that changes to Third-Party Platforms (including updates, API changes, policy modifications, or outages) may affect the Services or Deliverables, and Revenue Switch shall not be liable for any such impact.

9.4 Post-Launch Support

Unless a separate maintenance or support agreement is in place, Revenue Switch is not responsible for issues arising from the Client's modifications to Deliverables, Third-Party Platform changes, hosting environment issues, or any other post-delivery alterations not performed by Revenue Switch.

10. LIMITATION OF LIABILITY

10.1 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REVENUE SWITCH'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE CLIENT TO REVENUE SWITCH UNDER THE APPLICABLE SOW DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.2 Exclusion of Consequential Damages

IN NO EVENT SHALL REVENUE SWITCH BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER REVENUE SWITCH WAS ADVISED OF THE POSSIBILITY THEREOF.

10.3 Client Indemnification

The Client agrees to indemnify, defend, and hold harmless Revenue Switch and its officers, directors, employees, contractors, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) the Client's breach of this Agreement; (b) the Client's use of the Deliverables; (c) any claim that Client Materials infringe upon the rights of any third party; or (d) the Client's failure to comply with applicable laws and regulations.

11. TERM AND TERMINATION

11.1 Term

This Agreement is effective as of the date the Client executes a SOW, accepts a proposal, or makes a payment to Revenue Switch, and continues until all Services under all active SOWs have been completed or this Agreement is terminated in accordance with this Section.

11.2 Termination for Convenience

Either party may terminate this Agreement or any individual SOW by providing thirty (30) days' written notice to the other party. Upon termination for convenience:

• The Client shall pay for all Services performed and expenses incurred through the effective date of termination.

• Revenue Switch will deliver all completed and in-progress Deliverables to the Client.

• For CRO retainers, any active tests will be concluded or reverted as appropriate, with a final report delivered within fifteen (15) business days of termination.

11.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within fifteen (15) days of receiving written notice thereof; or (b) becomes insolvent, files for bankruptcy, or ceases to conduct business in the ordinary course.

11.4 Effect of Termination

Upon termination, all licenses granted by Revenue Switch under this Agreement (other than the license to use Pre-Existing Materials in completed Deliverables, which survives) shall terminate. Sections 5.3, 5.4, 6, 7, 8, 9, 10, 11.4, 12, 13, and 14 shall survive termination.

11.5 Transition Assistance

Upon termination or expiration, Revenue Switch will, at the Client's request and expense, provide reasonable transition assistance for a period not exceeding thirty (30) days, including the transfer of accounts, access credentials, analytics configurations, and documentation necessary for the Client or its designee to continue operations.

12. NON-SOLICITATION

During the term of this Agreement and for a period of twelve (12) months following its termination, neither party shall directly or indirectly solicit, recruit, or hire any employee or contractor of the other party who was involved in the performance of the Services, without the prior written consent of the other party. This restriction does not apply to general public job postings or situations where the individual initiates contact without any solicitation.

13. DISPUTE RESOLUTION

13.1 Good Faith Negotiation

In the event of any dispute arising out of or relating to this Agreement, the parties agree to first attempt to resolve the matter through good faith negotiation between their respective authorized representatives for a period of thirty (30) days.

13.2 Mediation

If the dispute cannot be resolved through negotiation, the parties agree to submit the dispute to non-binding mediation before a mutually agreed-upon mediator, with costs shared equally.

13.3 Binding Arbitration

If mediation is unsuccessful, the dispute shall be resolved by binding arbitration in accordance with the rules of the applicable arbitration body in the jurisdiction where Revenue Switch maintains its principal place of business. The arbitrator's decision shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction.

13.4 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which Revenue Switch maintains its principal place of business, without regard to its conflict of law provisions.

14. GENERAL PROVISIONS

14.1 Entire Agreement

This Agreement, together with all applicable SOWs, proposals, and any amendments executed by both parties, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations, and warranties, whether oral or written.

14.2 Amendments

No modification or amendment of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.

14.3 Severability

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

14.4 Waiver

The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

14.5 Assignment

The Client may not assign or transfer this Agreement or any rights hereunder without the prior written consent of Revenue Switch. Revenue Switch may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.

14.6 Independent Contractor

Revenue Switch is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

14.7 Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, government actions, power failures, internet disruptions, or Third-Party Platform outages.

14.8 Notices

All notices under this Agreement shall be in writing and delivered via email to the addresses specified in the applicable SOW or as otherwise designated by either party in writing.

14.9 Headings

Section headings are for convenience only and shall not affect the interpretation of this Agreement.

CONTACT INFORMATION

For questions regarding these Terms of Service, please contact:

Revenue Switch
Email: revenueswitch@gmail.com
Website: www.revenueswitch.online

By engaging Revenue Switch's services, you confirm that you have read, understood, and agree to these Terms of Service.