Terms and Conditions

These Standard Terms of Engagement (“Standard Terms”) apply to all engagements undertaken and Services provided by The Worthwhile Company, LLC. (“Worthwhile”). These Standard Terms are effective for all clients as of November 20th, 2024.

1. Billing and Payment

This section outlines Worthwhile’s billing practices, which are crucial for maintaining a transparent and predictable financial relationship with the Client.

1.1 Monthly Billing

Frequency of Billing: Worthwhile issues invoices monthly. This regular schedule applies to all charges for services rendered and expenses incurred during the billing period.

Invoice Delivery: To ensure timely and efficient communication, Worthwhile sends invoices through email. Each invoice is directed to an address specified by the Client. By default, if no specific address is provided, the invoice is sent to the email of the Client’s designated contact person.

Invoice Content: In most cases, Worthwhile provides information about the services performed for the Client during the billing period. This detailed breakdown helps the Client understand what they are being billed for.

1.2 Payment Methods

This section delineates the various methods by which Clients can settle their invoices, offering flexibility and clarity in the payment process.

Credit Card Payments: For Clients who have opted to store their credit card information with Worthwhile, the payment process is automated for convenience. Worthwhile is interested in timely and hassle-free payment processing for our clients. We can offer these options upon request.

Check Payment Remittance: Clients preferring to pay by check should ensure timely mail delivery and proper allocation of their payment to the following address:

Payable to: The Worthwhile Company

Include the invoice number and date

Mail to:
The Worthwhile Company, LLC.
P. O. Box 63478
Charlotte, NC 28263-3478

Wire Transfers: Clients who prefer or need to use wire transfers should reach out to Worthwhile for specific instructions. By contacting [email protected], Clients will receive detailed wiring instructions, including the necessary bank information and any additional details required for a successful transfer. This method is often used for larger payments or international transactions.

1.3 Payment Terms

Due Date: Clients are required to make payment as soon as the invoice is received. ‘Upon receipt’ implies that the payment process should begin immediately after the invoice is delivered to the Client. This term establishes a payment expectation, ensuring that Worthwhile receives payments promptly.

Late Payment Surcharge: The following policy is in place to incentivize timely payments and compensate for the impact of delayed payments:

• A surcharge of 1.5% per month is levied on all amounts that remain unpaid. This includes the principal amount billed and any other fees that may be part of the invoice.
• The surcharge is applicable starting 30 days after the invoice has been sent to the Client. This 30-day period effectively serves as a grace period, during which the Client can settle the invoice without incurring any additional charges.
• The application of this surcharge is continuous, meaning it will be added to the total overdue amount each month until the outstanding balance is fully paid.

1.4 Expenses

Approved Third-party Expenses: When Worthwhile incurs approved third party expenses as a part of the services provided to the Client, these costs are passed on to the Client. This may include but is not limited to, approved expenses for materials, external consultancy fees, or other services required to fulfill the Client’s needs.

Mark-up and Surcharge: In addition to the actual cost of the third-party expenses, Worthwhile may apply a reasonable, industry standard mark-up. This additional charge covers the administrative and financial costs associated with managing these third-party expenses, such as the time and resources spent arranging these services.

Direct Payment of Larger Expenses: For applicable expenses, Worthwhile may request that the Client pay these costs directly to the third party. This often applies to larger expenses where direct payment by the Client may be more efficient or necessary due to the nature or size of the expense. In such cases, the Client will be provided with the necessary details to make these payments directly to the third-party vendor or service provider. This approach helps streamline the process and may be more financially efficient for both parties.

1.5 Standard Rates

This section sets forth the default pricing structure for the services offered by Worthwhile, ensuring transparency and predictability in billing.

Application of Standard Rates: Worthwhile has established standard service and consulting rates, referred to as “Standard Rates.” These rates are applied to all services provided by Worthwhile, except in cases where a different pricing agreement has been specifically established with the Client. This includes all Client-Requested Services.

Conditions of the Standard Rates: The Standard Rates are the default pricing mechanism and are used in billing unless there is an alternative, pre-agreed pricing structure in place between Worthwhile and the Client.

Clients need to be aware that in the absence of a specific agreement stating otherwise, these Standard Rates will automatically apply to all services provided.

The Standard Rates are set based on the type and level of service provided. Worthwhile typically categorizes its services into different tiers or types, each with a corresponding rate. This tiered structure allows for pricing that reflects the complexity, expertise, and resources required for different types of services.

Details of the Standard Rates:

Service Name	Service	Rate per hour
Tier 1 Service Service Request Level – Severity 4 (Problem Management)	Such as professional or support services; up to 3 hours pre-approved; invoiced in 15 minutes increments; per hour	$250.00
Tier 2 Service Service Request Level – Severity 3 (Problem Management)	Such as senior professional resources, consulting services or expedited support services; up to 3 hours pre-approved; invoiced in 15 minutes increments; per hour	$300.00
Tier 3 Service Service Request Level – Severity 2 (Incident Management)	Such as for service level response times within 8 business hours, or executive level consulting services; up to 3 hours pre-approved; invoiced in 30 minutes increments; per hour	$375.00
Tier 4 Service Service Request Level – Severity 1 (Incident Management)	Such as for service level response times within 1 business hour; up to 3 hours pre-approved; invoiced in 1 hours increments; per hour	$500.00
Software Assurance (for solutions up to $100,000.00), per month	Provides ongoing support and maintenance for software solutions valued at or below $100,000.00, ensuring software stability and performance.	$333.33
Software Assurance (for solutions greater than $100,000.00), per month	Support and maintenance for high-value software solutions exceeding $100,000.00, with assurance to meet complex operational needs.	4/12% of solution value

Worthwhile Venture Standard Rates

Service Name	Service	Rate
Venture Studio	A 16 week engagement leveraging experts to bring your idea to market. This includes expertise on product market fit through idea assessment, customer research, market research, and MVP development.	$125,000  per engagement
Venture Studio Extension	A weekly engagement designed to extend your time with our team of experts beyond the initial 16-week Venture Studio program. This service builds on the foundational work of idea assessment, customer and market research, and MVP development to further refine and adapt your product strategy as needed.	$7850 per week
Venture Services	Professional services such as Operations, Customer Discovery, Design, CFO, CTO, HR & Staffing, Fundraising Advisory, CMO & Lead generation, Product Strategy, and AI services.	Custom pricing at monthly intervals

1.6 Estimates

This section addresses the role and limitations of estimates in the context of Worthwhile’s services, clarifying their purpose and the Client’s financial responsibilities.

Nature of Estimates: Worthwhile provides estimates for fees, costs, and timelines primarily as tools for planning and budgeting. These estimates are based on the information available at the time and Worthwhile’s experience with similar projects. These are not fixed quotes or guarantees but rather educated approximations intended to assist in planning and decision-making.

Dynamic Nature of Work: Worthwhile acknowledges that projects and services can evolve due to various factors. This may include changing requirements, unforeseen complexities, or new information that comes to light during the work. Consequently, the initial estimates may need to be adjusted to reflect these changes.

Communication of Changes: Worthwhile is committed to keeping the Client informed about any significant deviations from the original estimates. This ongoing communication ensures that the Client is aware of and can plan for any changes in costs or timelines.

Change Management: Worthwhile’s Change Management Process ensures that any modifications to project scope, schedule, or cost are documented, communicated, justified, and authorized to maintain clarity and prevent disruptions. This process involves identifying, documenting, evaluating, and obtaining approval for changes, ensuring all impacts are communicated to the client. By following this process, we maintain transparency, manage expectations, build deeper partnerships, and uphold program integrity.

Client’s Financial Responsibility: Despite the provisional nature of estimates, the Client is responsible for the full payment of services rendered by Worthwhile. This responsibility applies even if the final costs exceed the initial estimates. The Client’s obligation to pay for the services reflects the value of the work performed and resources committed by Worthwhile, irrespective of the preliminary estimates.

2. Client Relationship

This section outlines the protocol for establishing and managing communication channels between the Client and Worthwhile, emphasizing the importance of clear and efficient communication in the service relationship.

2.1 Client-Designated Contact

Primary Contact: The Client is required to designate a primary contact person who will act as the main liaison with Worthwhile. This individual will be the primary point of communication for all general matters, including coordination, information exchange, and addressing any queries or concerns that may arise. The designation of a primary contact ensures streamlined communication and efficient handling of service-related matters.

Additional Contacts: The Client has the option to appoint additional contacts for specific projects or subscriptions under their account with Worthwhile. These additional contacts are particularly useful for larger Clients with multiple projects or specialized needs, where different contacts may have expertise or responsibility for different areas. Each additional contact will be responsible for communications and decision-making related to their specific project or subscription.

Communication and Confirmation: Worthwhile will maintain regular communication with these designated contacts. This includes updates, confirmations, and any necessary coordination related to service delivery. Particular attention will be paid to communicating significant changes in services or actions that require the Client’s attention or confirmation. This ensures that the Client is kept fully informed and involved in decisions affecting their services.

2.2 Worthwhile’s Software Development Lifecycle (SDLC) Approach

Methodology Overview: Worthwhile adopts a comprehensive SDLC process that integrates design thinking, agile development, and modern DevOps practices. This methodology is designed to streamline the software development process, enhancing efficiency and delivering value to our Clients.

Risk Management and Efficiency: By incorporating design processes throughout the SDLC, Worthwhile aims to increase certainty in project outcomes, reduce the need for code rework, and accelerate the delivery of software solutions. This approach is intended to manage risks effectively and improve the overall efficiency of the development process.

Software Development Lifecycle Overview: Worthwhile’s SDLC is structured into key phases, each involving active collaboration with the Client to ensure alignment with business goals and objectives. Unless otherwise noted, the SDLC process for Next Generation product is the same as the Venture Studio product.

• Idea Assessment (Venture Studio): The phase focuses on assessment of the idea through activities such as Idea Bootcamp, market research, and customer research. This phase is available for the Worthwhile Venture offering only.
• Product Strategy: This phase focuses on ideation and the creation of a strategic roadmap. Activities in this phase include understanding the Client’s needs, defining the project scope, and categorizing these objectives into ‘Now’, ‘Next’, and ‘Later’ segments as prioritized execution (Next Generation). Activities in this phase include conducting thorough user research, and creation of a development roadmap based on themes from user research (Venture Studio).
• Product Design: This phase involves in-depth research, prototyping, and detailed planning based on the strategic roadmap. Emphasis is placed on designing and prototyping the user experience to ensure the final product meets requirements and user expectations (Next Generation). For Venture Studio, the emphasis is designing version one of the MVP but may be altered after subsequent learnings from concept testing.
• Product Build: During this stage, the actual building of the product’s functionality and features takes place. Agile methodology is employed for iterative development, coupled with thorough testing practices to ensure quality and adherence to specifications and requirements.
• Product Launch: This phase involves deploying the solution into various standard environments such as development, testing, staging, and production. A structured approach to deployment is followed, ensuring that the solution is rigorously vetted at each stage before the final deployment.
• Product Operations: The final phase is dedicated to monitoring, maintaining, and continually improving the operational aspects of the solution. Ongoing support and enhancement are provided to ensure the solution remains effective and efficient over time.

2.3 User Acceptance Testing (UAT) and Deliverables Acceptance

The User Acceptance Testing (UAT) and Deliverables Acceptance is a pivotal component of the Product Construction Phase. This process ensures that the developed software meets both the specified requirements and Client’s expectations. This section delineates the procedure for the presentation, review, and acceptance of deliverables by the Client, ensuring a clear and accountable process.

User Acceptance Testing (UAT) and Sign Off:
UAT is a pivotal component of the Product Construction phase, ensuring that the developed software meets specified requirements and the Client’s expectations. It validates functionality, performance, and usability in real-world scenarios. Worthwhile facilitates UAT by providing documentation, guidelines, and support. Feedback is gathered and reported for resolution. Clients are allotted five business days, or a pre-arranged timeframe, to review and provide formal Sign Off, marking the transition from development to deployment.

Demonstration or Delivery of Deliverables:
Worthwhile will present or deliver each deliverable item listed in the Statement of Work (SOW) to the Client during milestone demonstrations, playback meetings, or status meetings. This provides the Client with an opportunity to assess progress and quality.

Review and Response Timeframe:
Upon delivery, the Client has a window of either five business days or a pre-agreed timeframe to review and respond. If no feedback is provided within this timeframe, it will be interpreted as acceptance of the deliverable to maintain project momentum.

Requirement for Written Feedback on Dissatisfaction:
If the Client is not satisfied with a deliverable, they must clearly articulate their concerns in writing. Worthwhile will then make necessary adjustments to ensure the deliverable meets the established standards and requirements as outlined in the SOW.

By following this combined process, Worthwhile ensures that all deliverables meet Client expectations and requirements, facilitating a smooth transition through the project phases.

2.4 Client Responsibilities

This section outlines the crucial roles and responsibilities of Clients in the Software Development Lifecycle (SDLC) managed by Worthwhile, emphasizing the importance of active Client involvement and cooperation for the successful completion of projects.

Client Involvement: Clients play an integral role in the SDLC at Worthwhile. As Worthwhile guides Clients through each stage of the process, there is an emphasis on efficiency and value identification, with the goal of minimizing time burdens on Clients. Active participation and engagement from Clients are essential in ensuring that the development aligns with their needs and expectations.

Validation and Review Responsibilities: Clients, along with Sponsor Users, bear the responsibility of validating prototypes and reviewing design artifacts at critical junctures during the design phase. Prompt decision-making and feedback on these elements are crucial for maintaining project momentum and ensuring that the development aligns with the Client’s vision and requirements.

User Acceptance Testing (UAT): Both Clients and Sponsor Users are expected to actively participate in User Acceptance Testing during the Product Construction stage. Their involvement is crucial for verifying that the developed solution meets the specified criteria and functions as intended.

Cooperation for Service Delivery: Clients are required to provide accurate and timely information to Worthwhile. This cooperation is vital for facilitating the effective delivery of design, development, and support services. The quality and efficiency of Worthwhile’s work depend significantly on the Client’s prompt and precise communication.

Role of Designated Contacts: Client-Designated Contacts will act as the primary representatives of the Client in all service-related matters. These contacts are the main liaisons for communication and decision-making throughout the SDLC process.

Consequences of Non-Compliance: Inadequate cooperation or failure to fulfill these responsibilities can lead to schedule delays or penalties. These consequences are outlined in the Statements of Work (SOWs), or Master Service Agreements (MSAs). Clients should be aware that non-compliance with their responsibilities can impact the project timeline and may incur additional costs or contractual repercussions.

Timely Client Communication and Feedback: This section emphasizes the importance of timely communication and feedback from clients, particularly in scenarios involving accelerated delivery schedules.

• Need for Prompt Feedback: Quick feedback or acceptance from the client is essential to ensure alignment with goals and timelines, especially in projects with urgent deliverables where swift decision-making is crucial to maintain momentum and meet deadlines.
• Communication with Client-Designated Contacts: Worthwhile will proactively communicate any urgent timelines or accelerated delivery schedules to the client-designated contacts, ensuring they are aware of time-sensitive tasks and can prioritize and respond accordingly.
• Consequences of Delayed Responses: Delayed responses can significantly impact the project, potentially causing:
  • Project delays, affecting the overall schedule and critical deadlines.
  • Rescheduling of work, disrupting planned activities and timelines.
  • Pauses in work progress, leading to inefficiencies and longer project durations.
  • Reassignment of the development team, further delaying project completion.
  • Increased costs due to extended resource usage, overtime, and operational expenses.

3. Standard Policies and Procedures

This section describes Worthwhile’s commitment to professional and ethical standards, client responsibilities, compliance with legal requirements, and the use of technology in service delivery.

Employee and Company Standards: Worthwhile is committed to maintaining high standards of professional and ethical conduct. This includes conducting background checks on employees, ensuring a drug-free workplace, and adhering to strict privacy, data protection, and nondiscrimination policies. These measures are integral to maintaining a safe, secure, and respectful working environment.

Branding and Trademarks: Clients bear the responsibility for legal matters related to branding, including conducting trademark searches, clearances, and addressing infringement issues. Worthwhile’s role does not extend to these legal services, which are crucial for protecting the Client’s brand identity.

Website Legal Text: The responsibility for drafting legal documents such as Terms and Conditions or Privacy Policies for software or website projects lies with the Client. Worthwhile focuses on the technical and developmental aspects, while legal documentation is the Client’s purview.

Alternative Languages: Services and deliverables from Worthwhile are primarily provided in English, unless specified otherwise. 

Accessibility Compliance: Worthwhile adheres to best practices to enhance accessibility and ensure ADA compliance. However, beyond these efforts, Worthwhile does not guarantee that any interfaces included in the client’s project comply with the Americans with Disabilities Act or Section 508 of the Rehabilitation Act of 1973 without a specific, separate engagement. It is the client’s responsibility to determine the applicability of Section 508 to their company and to request in writing any accommodations needed to ensure that human interfaces are ADA or Section 508 compliant.

Consent to Describe Engagement: Worthwhile may use non-confidential details of Client engagements for promotional purposes. This allows Worthwhile to showcase its capabilities and project successes while respecting Client confidentiality.

Use of Open Source Software: Worthwhile utilizes open source software in compliance with relevant licenses. Clients are responsible for adhering to third-party and open-source license agreements post-delivery. 

Use of AI Systems: AI-generated code is incorporated confidentially for specific client needs. Worthwhile uses AI services that maintain confidentiality and do not retain or train on the code used. Clients are assured that any AI-generated portions of the code are thoroughly reviewed and tailored by Worthwhile’s team.

4. Security and Data Protection

This section outlines Worthwhile’s commitment to security, data protection, and legal compliance, emphasizing the importance of safeguarding client data.

Security Vulnerability Reporting: Clients are encouraged to report any security vulnerabilities to [email protected]. For sensitive communications, encrypted methods can be arranged upon request to ensure secure reporting.

Vulnerability Disclosure: When a security vulnerability is identified, Worthwhile acts promptly to rectify it, update affected systems, and inform clients. Public disclosure of the vulnerability is made only after ensuring that client data is secure. This process is also applied to any vulnerabilities found in Worthwhile’s own infrastructure, ensuring a robust approach to security.

Data Protection Principles: Worthwhile is dedicated to processing client data in compliance with legal requirements and ethical standards. These principles include:

• Processing data lawfully and for specific purposes.
• Respecting user rights and maintaining data confidentiality.
• Limiting data retention to necessary durations.
• Not transferring data internationally without client consent.
• Ensuring data is accessed only by authorized personnel and not shared informally.
• Clients also bear responsibility for ensuring their data complies with applicable laws and communicating any restrictions on its use.

Data Ownership and Usage: 

• Data provided by clients and AI-generated models using such data remain the property of the clients.
• Data generated by Worthwhile using public or its own resources belongs to Worthwhile, granted under a standard non-exclusive license to clients.
• Worthwhile does not control or verify the accuracy of client-provided data; clients are responsible for its legal compliance. If clients specify written guidelines on data usage, storage, or processing, Worthwhile will adhere to these.

Legal Compliance and Data Protection Policies:

• Client data is disclosed only in compliance with legal demands like court orders or subpoenas.
• Worthwhile ensures data protection by encrypting client data both in storage and during transit, maintaining up-to-date security practices, and employing robust computer system protections.

For any inquiries or concerns related to data privacy, clients can contact our privacy team at [email protected].

5. Hosting 

This section outlines the specifics of hosting services provided by Worthwhile, including plan limits, rate structures, and policies governing the use of these services.

Plan Limits: Worthwhile’s hosting services are designed to align with the expected usage specified in our rate plans. If a Client’s usage exceeds these limits, Worthwhile may require an upgrade to a more suitable plan to accommodate the increased demand or, in some cases, may refuse service if the usage significantly exceeds plan capabilities.

Rate Plans and Terms

Standard Rate Plans: These plans typically govern Worthwhile’s hosting services and are based on 12-month commitments. Specific rates for various hosting packages are outlined in the rate plan table.

Month-to-Month Terms: Hosting services are also available on a month-to-month basis, with a 25% surcharge applied to the standard rates.

Hosting Service Name	Package	Rate
Per site, per month	Unmanaged.micro.basic	$50.00
Per site, per month	Unmanaged.medium.extended	$200.00
Per site, per month	Unmanaged.xlarge.basic	$400.00
Per site, per month	Unmanaged.xlarge.extended	$750.00
Per site, per month	Managed.medium.basic	$100.00
Per site, per month incl. Standard SSL certificate and Domain Name Registration and Management (per domain, per month)	Managed.medium.basic.plus	$120.00
Per site, per month	Managed.large.basic	$150.00
Per site, per month	Managed.cluster.basic	$200.00
Standard SSL Certificate – Certificate Setup, Hosting and Maintenance (per certificate, per year)	Any	$200.00
Wildcard SSL Certificate – Hosting and Maintenance (per certificate, per year)	Any	$500.00
Domain Name – Registration and Management (per domain, per year)	Any	$40.00
Domain Name – Availability Watch (per domain, per year)	Any	$50.00
Additional Server Storage – Per additional 10GB or part thereof (per month)	Any	$2.00
Additional Data Transfer Bandwidth – Per additional 10GB or part thereof (per month)	Any	$2.00
Additional IP Address (per IP Address, per month)	Any	$5.00
Reconnection Fee (per Occurrence)	Any	$100.00

Inappropriate Use of Resources: Clients must adhere to ethical and legal standards in their use of Worthwhile’s hosted assets. Usage for harassment, distribution of illegal or harmful material, or other inappropriate activities may lead to service termination.

Content Policy: Worthwhile reserves the right to suspend access to any client content hosted on its servers if it is deemed inappropriate or disruptive. This discretion is exercised to ensure that hosted content adheres to legal and ethical norms.

Copyright Infringement: Worthwhile is committed to complying with U.S. copyright law. The Digital Millennium Copyright Act of 1998 (“DMCA”) provides recourse for owners of copyrighted material who believe that their rights under U.S. copyright law have been infringed on the Internet. Under the DMCA, copyright owners may contact the authorized agent of an Internet service provider to report alleged infringements of their protected works appearing on Web pages hosted by the service provider. Upon receipt of a properly filed complaint satisfying the requirements of the DMCA, Worthwhile will remove or block access to the allegedly infringing material hosted by Worthwhile. If you believe in good faith that a notice of copyright infringement has been wrongly filed, you may submit a counter-notice to Worthwhile. Clients who are the subject of a DMCA notification that meets the below criteria may be subject to account termination at Worthwhile’s sole discretion. Worthwhile will not be a party to disputes over alleged copyright infringement.

If you believe that your copyrights have been infringed, or if a notice of copyright infringement has been filed against you, we advise that you seek legal counsel. We are providing the following information to you for informational purposes only.

6. DMCA: Submitting or Responding to Copyright Infringement Claims

This section outlines the procedures for copyright owners to submit infringement claims and for alleged infringers to respond under the DMCA.

If you are a Copyright Owner and would like to submit a copyright claim for materials you believe are being posted or displayed in violation of your copyrights, please submit (or have your agent submit) the following information:

6.1 Submitting a Claim

Email: Send claims to [email protected] with “Copyright Claim” in the subject

Mail: Address claims to
The Worthwhile Company, LLC
P.O. Box 26764
Greenville, SC 29616

Required Information: 

• Authorized representative’s signature.
• Identification of the infringed work(s).
• Location of the infringing material.
• Contact details of the complainant.
• A statement of unauthorized use.
• A statement of truth and authority under penalty of perjury.

Incomplete claims may be disregarded.

Worthwhile’s Action: Upon a valid claim, Worthwhile will remove or disable access to the identified material and notify the alleged infringer.

6.2 Responding to a Claim/ Counter Notification

Email: Send response to [email protected] with “DMCA Counter Notification” in the subject

Mail: Address responses to 

The Worthwhile Company, LLC
P.O. Box 26764
Greenville, SC 29616

Required Information:

• Subscriber’s signature.
• Identification of the material removed or disabled.
• A statement under penalty of perjury of belief in mistake or misidentification.
• Subscriber’s contact details and consent to jurisdiction.
• Incomplete counter notifications may be disregarded.

Worthwhile’s Action: Upon a valid counter notification, Worthwhile will inform the original complainant and restore the material or cease disabling access within 10 to 14 business days, unless a court action is initiated.

7. Service Level Objectives

7.1 Commitments

Service and Client Commitments
Worthwhile’s service approach effectively handles all incidents, service requests, problems, and ad-hoc responses. Each issue, regardless of type, is promptly acknowledged and resolved based on severity. Clear and continuous communication with clients is maintained throughout this process.

7.2 Service Promise

Response Time: Worthwhile addresses service requests on business days from 8:00 am to 5:00 pm EST.

Acknowledgment: Service requests are acknowledged within 1 business hour to 1 day, based on severity.

Resource Assignment:
Severity 1: Within 1 hour.
Severity 2: Within 8 hours.
Severity 3: Within 3-5 business days.
Severity 4: Within 7-10 business days.

Communication: Worthwhile informs the client about the assigned team and progresses until resolution.

7.3 Client Promise

Request Submission: Incidents and Service requests are submitted electronically, with the client determining the severity level and authorizing up to 3 hours for resolution.

Purchase Orders: If needed, clients should include a purchase order number with the request.

Authorization and Payment: Clients acknowledge the authorization to request service and agree to pay according to Worthwhile’s Standard Fees.

Responsiveness: Clients agree to respond timely to Worthwhile inquiries:
Severity 1 and 2: Within 15 minutes.
Severity 3: Within 30 minutes.
Severity 4: Within 60 minutes.

Consequences of Non-Responsiveness: If a client is unresponsive, Worthwhile may reschedule the remaining work, with fees unaffected.

8. Disputes and Warranties

This section outlines the procedures for resolving disputes between Worthwhile and its Clients and clarifies the nature of warranties for services and deliverables.

8.1 Dispute Resolution Process

Initial Step – Written Notice: Before initiating any legal action under the agreement, the party with a dispute must provide the other party with written notice, detailing the basic facts and circumstances of the dispute. This step is critical to ensure that both parties are informed and have an opportunity to understand the nature of the dispute.

Good Faith Discussion and Cure Period: Following the written notice, both parties are expected to engage in good faith discussions to resolve the dispute. This includes a 30-day cure period, which can be extended by mutual agreement, to address and rectify the issues raised in the dispute. A mediator can be used to facilitate good faith discussions. The cost of the mediator will be borne by the party requesting the mediator.

Arbitration: If the dispute cannot be resolved through direct discussions, it is then escalated to binding arbitration before a neutral third party. The arbitrator is chosen jointly by both parties and the arbitration is conducted under the rules of the American Arbitration Association (AAA). The costs of the arbitrator will be shared equally.

8.2 Warranties 

‘As-Is’ Services and Deliverables: Unless specified otherwise in a Statement of Work (SOW), services and deliverables provided by Worthwhile are offered ‘as-is’ and with all faults. This means that Worthwhile does not make any express or implied warranties or representations regarding the use, results, accuracy, reliability, or fitness for a particular purpose of the services and deliverables.

Risk Assumption by Client: The Client assumes the entire risk associated with the use of Worthwhile’s services and deliverables. This clause highlights that Worthwhile does not guarantee the suitability or error-free operation of the services and deliverables and that the Client should make an informed decision based on their own assessment of the services and deliverables.

9. Updates to Standard Terms

This section details the process for updating Worthwhile’s Standard Terms and the impact such updates have on existing agreements.

9.1 Revision Procedure

Method of Updating: Worthwhile may update its Standard Terms periodically. These updates are made available either by posting an updated version on the Worthwhile website, providing an updated copy directly to Clients, or both. This ensures that Clients always have access to the most current version of the Terms.

Frequency of Updates: Typically, Worthwhile reviews and updates its Standard Terms, including Standard Rates, annually in January. This regular review ensures that the Terms stay relevant and reflect current business practices and market conditions.

Client Acceptance of Updates: When a Client requests new services or continues to use Worthwhile’s services after the Terms have been updated, it is considered as an acceptance of these updated Standard Terms. This implies that by continuing to engage with Worthwhile’s services, Clients agree to adhere to the latest version of the Terms.

9.2 Effect of Revisions

Impact on Existing SOWs: Any revisions made to Worthwhile’s Standard Terms do not automatically alter the agreed-upon terms in any existing Statement of Work (SOW), except in cases where the SOW specifically references the Standard Terms for pricing.