Client Services Agreement

We've learned that success in any project is primarily determined by the expectations established by both parties beforehand. The Agreement that follows is an opportunity we have to clarify our mutual expectations to ensure success.

As great as we think they are, it is important that you read, understand, and, most importantly, agree with us that these terms and conditions are acceptable. If you have any questions, or if, for some reason, these terms and conditions would prevent you from doing business with Risingline, don't hesitate to get in touch with me directly.

Doug Case
General Manager | Risingline
208.352.0775 or contact online

Standard rates

Web development, design, and maintenance
$155/hr (1 hour minimum)
Graphic design, design for print, copywriting
$155/hr (1 hour minimum)
Consulting
$225/hr (1 hour minimum)

For expedited/rush jobs please add 20%.

We offer flat-rate monthly retainer plans. Please contact us for more information.

Thank you for choosing Risingline. If you've requested services (“Request for Services”) from Risingline and we've agreed to provide services, you have become our Client. As a Client, you agree with Risingline to be legally bound by this Client Services Agreement, including those terms and conditions incorporated by reference.

Please read this Client Services Agreement carefully. By placing a Request for Services with Risingline, you indicate your Agreement with this Client Services Agreement and enter into a binding legal Agreement as set forth below. If you cannot accept this Client Services Agreement, Risingline cannot provide services to you.

Risingline may revise this Client Services Agreement by updating this posting. You should visit this web page periodically to review the Client Services Agreement because it is binding on you.

Terms of Service & Business Engagement

1. Definitions

Client: The company or individual requesting the services of Risingline and responsible for payment to Risingline for Requested Services.

Risingline: Generose Corporation doing business as (dba) Risingline, the independent Risingline responsible for providing the service to fulfill the requirements of the Request for Services.

Request for Services: Any request for service made by the Client to the Risingline. Request for Services includes all requests for service placed verbally, electronically, or in writing and includes requests communicated by telephone, email, fax, mail, courier, or in-person. Requests for Services may directly reference estimates, proposals, or published service descriptions provided by the Risingline or may be service requests or work descriptions originated by the Client.

Change Request: An addendum or additional service request sent from the Client and referencing a current Project.

Project: The Services and Deliverables to be provided to the Client.

Service Work / Services: Any intangible service provided by the Risingline to the Client, including but not limited to graphic design, coding, web development, programming, copywriting, business consultation services, modification services of a client’s existing graphic design / digital image, modification services for a client’s existing website, editing/modification services for a client’s existing copy (written content), IT administration and maintenance services for a client’s Web server, domain administration or email administration, programming/coding modifications for a client's existing Web assets.

Deliverables: The work product specified in the Agreement to be delivered by Risingline to Client.

Client Materials: All content materials, information, photography, writings, web hosting servers, domain registration, email accounts, and other assets or resources that are owned by the Client and provided to Risingline for Service Work.

Third-Party Materials: Third-party materials that are incorporated into the Project, including, without limitation, software, web frameworks, web script libraries, fonts, stock photography, illustrations, stock vector art, code, scripts, open-source applications, and software applications.

Licensed Property: All designs and digital works which are created originally and copyrighted by Risingline and licensed to the Client for use in connection with the Project.

Transferred Property: All original designs and digital works, such as logos and custom-designed graphic elements, which are created originally for Client by Risingline and to which the copyright is transferred to the Client.

Tangible Property: Any originally created printed matter such as brochures, stationery, and ads created through Risingline's Service Work which are Transferred Property and provided in hard copy to the Client. Any originally created digital work that is provided to the Client as Transferred Property.

Agreement: The entire content of this Client Services Agreement and the service requests described in the Request for Services.

2. Parties

This Client Services Agreement is between any individual or entity that engages with Risingline, including but not limited to prospects, clients, and any party requesting information or services (the “Client”) and Generose Corporation, an Idaho corporation doing business as Risingline (“Risingline”). By initiating communication, requesting a proposal, or utilizing any services provided by Risingline, the Client acknowledges and agrees to the terms outlined herein.

3. Eligibility Requirements

You must be at least 18 years of age to agree to this Client Services Agreement. By placing a Request for Services with Risingline, you represent and warrant that you meet these eligibility requirements, that the information you provide is complete and accurate, and, if you are placing a Request for Services on behalf of an entity, that you are authorized to bind that entity to this Client Services Agreement. Risingline may accept or reject your Request for Services at its sole discretion.

4. Term

This Client Services Agreement becomes effective upon the Client’s engagement with Risingline, including but not limited to requesting information, obtaining a proposal, or utilizing any services. It shall remain in effect for the duration of any services provided and shall apply to the initial request for service as well as any subsequent requests, communications, or engagements with Risingline unless superseded by a separate written agreement.

5. Services to be Provided

Risingline agrees to provide services as requested by the Client, including but not limited to consultations, proposals, design, development, marketing, or any other professional services. The specific scope of services will be outlined in individual project agreements, proposals, or communications. Any engagement with Risingline, whether for a formal project or preliminary discussions, is subject to this Client Services Agreement.

6. Service-Level Agreement (SLA) & Delivery Timelines

Project Timelines & Delivery

Risingline shall use commercially reasonable efforts to complete and deliver all services within the estimated timelines specified in the Project Agreement, Proposal, or Service Request.
Any estimated completion dates are approximate and not guaranteed, as timelines may be affected by Client responsiveness, project complexity, and unforeseen delays.
If Client causes delays (e.g., failure to provide required materials, approvals, or access), Risingline shall not be held responsible for missed deadlines, and the timeline may be extended accordingly.

Standard Response Times

Risingline aims to respond to Client inquiries and service requests within two (2) business days, unless otherwise specified in a written agreement.
Urgent requests requiring expedited service may be subject to additional fees, which will be communicated to the Client before work begins.

Revisions & Change Requests

Requests for revisions or modifications outside the original Project scope may require additional time and shall be addressed through the Change Request process.
Change Requests may impact delivery timelines and pricing.

Client Responsibilities in Meeting Timelines

Client agrees to provide timely approvals, access, content, and feedback necessary for Risingline to complete work as scheduled.
If Client fails to meet these obligations, Risingline may, at its discretion:

Adjust the project timeline without penalty, or
Pause work until outstanding items are received, which may result in additional restart fees.

7. Payments

Deposit: Prior to Risingline initiating service in response to a Request for Services, Risingline may require that Client provides a deposit of 50% of the estimated Project total.
Refunds: The deposit is fully refundable to Client upon project cancellation or early Termination initiated by either the Client or Risingline, less fees for services performed and expenses incurred by Risingline on behalf of the Client prior to the date of project termination.
Within 15 days after cancellation, Risingline must provide a refund (if applicable) and itemized invoice of time and material expense deducted from the deposit. Risingline will bill at its current standard hourly rates.
Service Completion and Final Payment: Risingline shall submit an invoice for the balance of funds due. Client shall pay Risingline upon receipt of Risingline's invoice.
Risingline's invoice for final payment will be issued upon completion of Risingline's Services.
Past Due Amounts: A rate of 1.5 percent per month (18 percent per year), or the highest rate allowed by law (whichever is less) will be charged for past due amounts. When client Payments are received, the funds are applied first to the interest charges, and then to the unpaid balance on each open invoice, starting with the oldest first.
Chargebacks, Disputes, and Payment Reversals: If for any reason Risingline is unable to charge your Payment Method for the full amount owed, or if Risingline receives notification of a chargeback, reversal, payment dispute, or is charged a penalty for any fee it previously charged to your Payment Method, you agree that Risingline may pursue all available lawful remedies in order to obtain payment. Risingline also reserves the right to charge you reasonable administrative fees for tasks Risingline may perform outside the normal scope of its Services. Typical administrative or processing fee scenarios include but are not limited to (i) customer service issues that require additional personal time or attention; and (ii) recouping any and all costs and fees, including the cost of Services, incurred by Risingline as the results of chargebacks or other payment disputes brought by you, your bank or Payment Method processor.

8. Independent Contractor Status

Risingline is an independent Contractor, not an employee of Client or any company affiliated with Client. This Client Services Agreement does not create a partnership or joint venture, and neither party is authorized to act as agent or bind the other party except as expressly stated in this Client Services Agreement.

9. Equipment and Supplies

Risingline, at Risingline's expense, will provide all equipment, tools, and supplies necessary to perform the contractual services.

10. Overhead Expenses

Risingline will be responsible for all overhead expenses required for the performance of the contractual services.

11. State and Federal Payroll Taxes

Client will not:

Withhold Social Security and Medicare taxes from Risingline's payments or make such tax payments on Risingline's behalf, or
Withhold state or federal income tax from Risingline's payments or make state or federal unemployment contributions on Risingline's behalf.

Risingline will:

Pay all applicable payroll taxes related to the performance of services under this contract. This includes income, Social Security, Medicare, and self-employment taxes.
Unemployment contributions related to the performance of services under this contract.

12. Client Responsibilities

Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner:

coordination of any decision-making with parties other than the Risingline;
provision of Client Materials in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided in the Proposal; and
final review and approval of Deliverables and responsibility for any errors, such as, by way of example, not limitation, typographic errors or misspellings, that remain in the finished product.

13. Change Requests

Client may submit a Change Request by requesting additions or modifications outside the parameters of the original services requested in the Order. Client understands that Change Requests may result in additional charges as specified in our published service rates as posted on the risingline.com website.

14. Third-Party Materials

Client must supply, pay directly, or reimburse Risingline for any third-party tangible products required in a Project, including third-party photography, stock photography, and stock graphics. Client shall obtain all necessary copyright permissions and privacy releases for Third Party Materials provided to Risingline.

15. Trademarks and Copyrights of Client Materials

Client will retain full copyright for any copyrighted Client Materials provided to Risingline for inclusion in a Project. Client grants Risingline permission to display Client Materials and Transferred Property on the Web, in Risingline’s portfolio, and in other marketing material. For example, Risingline has the right to display a Web design created by the Risingline, which includes the Client logo.
Client unconditionally guarantees Risingline that Client Materials and all elements of text, graphics, photos, designs, trademarks, or other material furnished to Risingline for development are owned by Client or that Client has permission from the lawful owner to use material. Client will hold harmless, protect, defend, and indemnify Risingline and its subcontractors from any claim or suit arising from the use of material furnished by the Client.

16. Intellectual Property Rights; Physical Media

Transferred Property
1. Upon full and final payment for the Project, Risingline assigns to Client all intellectual property rights, including copyrights, in any Transferred Property created specifically for the Client.
2. Until full payment is received, Risingline retains all intellectual property rights to the Transferred Property, and Client is granted only a limited, non-exclusive, revocable license to use the work for review and approval purposes.
Licensed Property

Risingline grants Client a perpetual, non-exclusive, transferable, worldwide license to use any Licensed Property incorporated into the Project. Risingline retains all ownership rights in the Licensed Property.

Delivery Format & Retention
Upon full payment, Transferred Property shall be delivered in industry-standard digital formats (e.g., high-resolution files for graphics, source code for development projects).

Risingline shall retain copies of all work for archival purposes only but will not be obligated to store files beyond six (6) months from the project completion date unless otherwise agreed.
Work-for-Hire Acknowledgment
1. Risingline agrees that all Transferred Property created specifically for the Client shall be considered a “work-for-hire” as defined under the U.S. Copyright Act (17 U.S.C. § 101).
2. As such, upon full and final payment, all copyrights and exclusive ownership rights shall be automatically assigned to the Client.
Non-Work-for-Hire Exceptions
1. If any portion of the Transferred Property does not qualify as “work-for-hire” under copyright law, Risingline agrees to assign all rights, title, and interest in such works to Client upon full payment.
2. Risingline retains no ownership rights in Transferred Property upon payment, unless otherwise agreed in writing.
Licensed Property & Pre-Existing Works
1. Any Licensed Property, third-party materials, or pre-existing works owned by Risingline incorporated into the Project shall remain the property of Risingline or its respective licensors.
2. Risingline grants Client a perpetual, non-exclusive, transferable, worldwide license to use any such Licensed Property incorporated into the Project.

17. Warranties and Representations

By Risingline

Risingline hereby represents, warrants, and covenants to Client that Risingline will provide the Services identified in the Agreement in a professional and workmanlike manner and in accordance with reasonable professional standards for such services.

RISINGLINE MAKES NO OTHER WARRANTIES WHATSOEVER. RISINGLINE EXPLICITLY DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES OF INTELLECTUAL PROPERTY NONINFRINGEMENT OR WARRANTIES OF COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS APPLICABLE TO WORK DONE BY RISINGLINE FOR CLIENT.

By Client

Client represents, warrants, and covenants to Risingline that

Client owns all rights, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content,
the Client Content does not infringe the rights of any third party, and use of the Client Content as well as any Trademarks in connection with the Project does not and will not violate the rights of any third parties,
Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials, and
Client shall comply with all laws and regulations as they relate to the Services and Deliverables.

18. Confidentiality and Non-Disclosure

Confidential Information

Both parties acknowledge that during the course of this Client Services Agreement, they may have access to confidential and proprietary information belonging to the other party, including but not limited to trade secrets, business strategies, pricing, marketing plans, customer lists, technology, source code, and any other non-public business information (collectively, “Confidential Information”).

Obligation of Confidentiality

Each party agrees to:

Maintain the confidentiality of the other party’s Confidential Information and not disclose it to any third party without prior written consent.
Use the Confidential Information solely for the purpose of performing obligations under this Client Services Agreement.
Take reasonable steps to prevent unauthorized disclosure or use of the Confidential Information.

Exclusions

The obligations of confidentiality shall not apply to information that:

Is or becomes publicly available through no breach of this Client Services Agreement.
Is received lawfully from a third party without a duty of confidentiality.
Is required to be disclosed by law, provided the disclosing party gives prompt notice and cooperates in seeking a protective order.

Duration of Confidentiality

These confidentiality obligations shall remain in effect for the duration of this Client Services Agreement and for three (3) years after termination, except for trade secrets, which shall be kept confidential indefinitely.

Return or Destruction of Confidential Information

Upon termination of this Client Services Agreement, each party shall return or destroy all Confidential Information of the other party upon request, except where retention is required by law.

19. Data Security & Compliance Responsibilities

Client Responsibility for Data Security

Client acknowledges that they are solely responsible for the security, protection, and backup of all data, website content, databases, email accounts, and other digital assets stored on any hosting platform, cloud service, or IT infrastructure.
Risingline shall not be liable for any data breaches, unauthorized access, hacking incidents, malware infections, or cyberattacks affecting Client’s website, hosting, or third-party services.
Client is responsible for implementing security best practices, including but not limited to:

Maintaining strong passwords and multi-factor authentication for hosting and admin accounts.
Regularly updating website software, plugins, and third-party integrations to prevent security vulnerabilities.
Performing routine backups of digital assets to mitigate data loss.
Risingline’s Security Responsibilities

Risingline shall take commercially reasonable precautions to ensure that software, code, and services delivered to the Client do not contain known security vulnerabilities at the time of delivery.
Risingline shall not be responsible for:
1. Security flaws introduced by third-party software, plugins, or services used by Client.
2. Misuse, misconfiguration, or security negligence by the Client or third-party providers.
3. Ongoing security monitoring or maintenance unless explicitly included in a separate service agreement.

Third-Party Hosting and IT Services

All hosting services provided through Risingline are facilitated by third-party hosting providers. Client acknowledges that Risingline does not directly manage or control hosting infrastructure, and all security risks, service interruptions, data loss, and compliance obligations are solely between the Client and the third-party provider.

Risingline shall not be liable for:
1. Server downtime, outages, or data loss caused by the third-party hosting provider.
2. Security breaches, hacking incidents, malware infections, or unauthorized access affecting Client’s hosting account.
3. Any billing disputes, termination, or service changes imposed by the third-party provider.
Compliance with Data Protection Laws
1. Client is responsible for ensuring compliance with all applicable data privacy and cybersecurity laws, including but not limited to:
2. Risingline does not guarantee legal compliance with data protection laws and shall not be held liable for regulatory violations arising from Client’s use of its website or digital services.
Limitation of Liability for Security Breaches

Risingline shall not be held responsible for financial losses, legal claims, regulatory penalties, or reputational damage resulting from cybersecurity incidents affecting Client’s website, hosting, or IT systems.
Client agrees to indemnify and hold harmless Risingline against any claims related to data breaches, security failures, or non-compliance with data protection laws.

20. Domain Name Registration

For Web development and/or email-related services, the Client understands that it is fully responsible for maintaining the legal domain name registration through its domain registrar.

21. No Partnership

This Client Services Agreement does not create a partnership relationship between Client and Risingline. Neither party has authority to enter into contracts on the other's behalf.

22. No Exclusivity

This Client Services Agreement does not create an exclusive relationship between Client and Risingline. Client is free to engage others to perform services of the same or similar nature to those provided by Risingline, and Risingline shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by Risingline.

23. Successors and Assignees

This Client Services Agreement binds and benefits the heirs, successors, and assignees of the parties.

24. Indemnification

Client agrees to indemnify, save and hold harmless Risingline and all of its affiliates, agents, servants, employees, volunteers, assigns, successors, and heirs for all damages, liabilities, costs, losses, or expenses arising out of Client's acts, omissions, or negligence which may result in any loss of profits, damages, and/or property loss or, including any breach of Risingline’s responsibilities or obligations for the securing of licensing or usage rights for intellectual property. This waiver extends to all claims of any kind and nature whatsoever, whether known or unknown.

Client also agrees to indemnify Risingline against any third-party claims that the Services or Deliverables infringe any third-party intellectual property rights, regardless of Client's breach.

25. Limited Liability

THE SERVICES AND THE WORK PRODUCT OF RISINGLINE ARE PROVIDED “AS IS.” IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF RISINGLINE, ITS DIRECTORS, OFFICERS, EMPLOYEES, DESIGN AGENTS, AND AFFILIATES (“RISINGLINE PARTIES”), TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT'S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE NET PROFIT OF RISINGLINE ON THE PROJECT. IN NO EVENT SHALL RISINGLINE BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY RISINGLINE, EVEN IF RISINGLINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Liability Cap

In all circumstances, the maximum liability of Risingline, its directors, officers, employees, agents, and affiliates (“Risingline Parties”) to Client for damages, losses, or claims arising from this Client Services Agreement shall be limited to the net profit of Risingline on the specific Project in dispute.

Refunds & Partial Service Failures

In the event that Risingline is unable to complete a Project due to circumstances within Risingline’s control, Client may be eligible for a partial refund based on services not yet performed, as determined by Risingline’s sole discretion.
If services have already been rendered, no refunds will be issued. Any refund requests must be made in writing within 30 days of service completion.

Exclusion of Indirect Damages

Under no circumstances shall Risingline be liable for any lost profits, lost data, lost business opportunities, reputational harm, or consequential, incidental, indirect, special, punitive, or exemplary damages, even if Risingline has been advised of the possibility of such damages.

Force Majeure & External Factors

Risingline shall not be liable for any service disruptions, project delays, or performance failures caused by third-party services, Client actions, or Force Majeure events (as defined in this document).

26. Sales / Use / Value Added (VAT) Tax

The Client shall pay any sales, VAT, use, or other transfer taxes that may be applicable to the services provided, including any tax that may be assessed on subsequent audit of Risingline's books of accounts. This includes sales, VAT, or use tax paid by Risingline to vendors or freelancers for services rendered or materials purchased relating to the execution of a Project. Certain work Risingline produces may be classified as tangible property by Client's State, and Client may be liable for sale / use tax. This may include original photographs Risingline produces and Transferred Property. Risingline may be required to collect sales tax for these products, in which case the applicable tax will be added to the Client's invoice.

27. Legal Compliance and Regulation Responsibility

From time to time, governments may enact laws and levy taxes and tariffs affecting Client's legal responsibilities and liabilities related to the Project. Such regulations may include but are not limited to, Taxes, Electronic Commerce, Fair Housing and Equal Opportunity, FDIC regulations, and PCI compliance for credit card processing. Client assumes full responsibility for complying with such laws, taxes, and tariffs and will hold harmless, protect, and defend Risingline and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the client's exercise of Internet electronic commerce.

28. Disputes and Governing Law

This Client Services Agreement will be governed by and construed in accordance with the laws of the state of Idaho. The parties consent to the exclusive jurisdiction of the courts of Idaho for the resolution of any disputes.

Unpaid or past due accounts may be submitted to licensed collection agencies for collection, and Client shall bear the costs of collection.

29. Terminating the Agreement

Either party may terminate this Client Services Agreement under the following conditions:

Termination for Convenience: Either party may terminate this Client Services Agreement without cause by providing at least 30 days' written notice to the other party. In such cases, Risingline shall be compensated for all services performed and expenses incurred up to the termination date. Any deposit refunds (if applicable) will be handled per the payment terms of this Client Services Agreement.
Termination for Cause: Either party may terminate this Client Services Agreement immediately upon written notice if the other party materially breaches any provision of this Client Services Agreement and fails to cure such breach within 10 business days after receiving written notice of the breach.
Nonpayment Termination: If the Client fails to make payment within 30 days of an invoice due date, Risingline may terminate the Client Services Agreement with immediate effect upon written notice. The Client remains responsible for all outstanding payments for services rendered before termination.

Upon termination, the Client shall cease using any Risingline-provided services, and all unpaid fees become due immediately. If applicable, intellectual property rights to any Licensed or Transferred Property will only be granted upon full payment.

30. Notices

All notices must be documented. A notice may be delivered:
In person with a corresponding email confirmation
By phone with a corresponding email confirmation
By mail with a corresponding email confirmation
By email with a corresponding email verification of receipt by the other party
By certified mail
By overnight courier with receiving party's signature

31. Modification

This Client Services Agreement may be modified only by mutual consent of all parties.

32. Waiver

If one party waives any term or provision of this Client Services Agreement at any time, that waiver will be effective only for the specific instance and specific purpose for which the waiver was given. If either party fails to exercise or delays exercising any of its rights or remedies under this Client Services Agreement, that party retains the right to enforce that term or provision at a later time.

33. General Disclaimers

Any services provided by Risingline to Client will be controlled by this Client Services Agreement, and Legal Agreements pertinent to individual services. Any Third-Party Materials, products, or services involved in any aspect of Risingline's Services toward Client will not be guaranteed or warranted by Risingline.
Risingline expressly does not warranty any Third-Party Materials, products, or services that might be utilized in the course of fulfilling service contracts, nor does Risingline guarantee the continuity of policies or service from those third-party products including, but not limited to, stock photos and graphics providers, print/fulfillment companies, paid or opensource code/script providers, web hosting service providers, internet service providers, social media service providers, search engines, search engine marketing service providers, and cybersecurity service providers. Client hereby acknowledges that they have not relied on and do not expect Risingline for any reason to warranty or guarantee perpetual continuity of service and service policies from third-party products/services.

34. Force Majeure

Risingline shall not be deemed in breach of this Client Services Agreement if Risingline is unable to complete the Services or any portion thereof by reason of fire, earthquake, labor dispute, act of God or public enemy, death, illness, or incapacity of Risingline or any local, state, federal, national or international law, governmental order or regulation or any other event beyond Risingline's control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, Risingline shall give notice to Client of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.

35. Severability

If any court determines that any provision of this Client Services Agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this Client Services Agreement invalid or unenforceable and such provision shall be modified, amended, or limited only to the extent necessary to render it valid and enforceable.

36. Headings

The headings, numbering, and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent, or interpretation of the provisions of this Client Services Agreement, nor shall such headings otherwise be given any legal effect.

37. Entire Agreement

This Client Services Agreement constitutes the entire understanding between Risingline and the Client regarding the terms of engagement. It supersedes any prior written or oral agreements, representations, or understandings between the parties. By engaging with Risingline in any capacity, including requesting services, proposals, or consultations, the Client acknowledges and agrees to be bound by this Client Services Agreement unless superseded by a separate written agreement.

Revised 05/17/2025