Clear terms for the work

Reviews, approvals and changes

Maska will approve the overall design direction and final pre-launch release. Routine approvals, feedback, additional production and priority changes may be confirmed by either party’s authorized contact in writing, including by email.

If Maska requests a materially different direction or work beyond the agreed scope, RevShift will confirm any impact on timing or fees before the work begins.

Measurement and outcomes

RevShift will reconcile the available Shopify baseline and report reliable measures such as conversion rate, average order value, traffic, and first-time-customer activity in the context of promotions and markdowns. Revenue, conversion, ROAS, SEO rankings, speed scores, platform availability, third-party systems, and individual tests are not guaranteed. Proposal scenarios and forecasts are illustrations, not contractual targets.

Third-party platforms

The services may depend on Shopify, apps, payment providers, analytics services, search engines, advertising platforms, hosting providers and AI providers. RevShift is not responsible for their outages, service interruptions, policy decisions, algorithm changes, account actions or discontinued functionality.

Maska Final Deliverables

Final Deliverables means the completed Maska-specific outputs expressly delivered under the SOW, including approved final AI image and video files, completed theme customizations, and completed Maska-specific website, product, and promotional materials.

Upon delivery, Maska owns the Final Deliverables. RevShift assigns to Maska the rights in those Final Deliverables that RevShift owns and is legally able to assign. If a right in a Final Deliverable cannot legally be assigned, RevShift grants Maska a perpetual, worldwide, royalty-free right to use, reproduce, modify, publish, distribute, display, and commercialize that Final Deliverable for Maska's business.

If the engagement ends after Phase 1, Maska receives the completed Final Deliverables produced through the effective end date. RevShift does not owe unfinished Phase 2 work or future deliverables.

RevShift Background Materials

Background Materials means anything RevShift developed independently of the Maska engagement or uses as part of its reusable business and production systems, including prompts, prompt libraries, model configurations, functions, scripts, source code not expressly identified as a deliverable, automation systems, templates, workflows, production methods, generic components, frameworks, processes, and know-how.

RevShift retains all ownership of its Background Materials. Prompts, internal systems, workflows, model configurations, functions, scripts, internal source materials, and reusable components are not deliverables unless the SOW expressly identifies them as deliverables.

Maska materials and responsibilities

Maska retains ownership of its trademarks, source assets, product data, and customer data. Maska confirms that it has the rights, permissions, and lawful authority required for materials, data, products, claims, translations, and instructions it supplies, approves, or directs RevShift to use, including AI-assisted processing. Maska confirms that it is authorized to grant RevShift access to the accounts and systems required for the services.

Maska remains responsible for final approval of product facts, prices, promotions, claims, copy, translations, and publication; for the legality and safety of its products and business practices; and for compliance with applicable laws and third-party platform policies. Third-party assets remain subject to their licences.

Confidentiality and data

Each party will protect the other party’s non-public business information and use it only for the engagement or as required by law.

Customer and platform data will be accessed and used only as reasonably needed to perform the agreed services. These confidentiality obligations survive termination of the engagement.

Serious breach and termination

Either party may end the engagement for a serious breach that is not corrected within 10 business days after written notice.

After the correction period, the non-breaching party may suspend or end the affected work and exercise the rights available under this agreement.

Relationship and outside events

RevShift is an independent contractor. Neither party may bind the other or make commitments on the other’s behalf without written authority.

Neither party is responsible for delays caused by events beyond its reasonable control. The affected party will give notice, resume work when reasonably possible and move the affected dates.

Indemnification

Maska will indemnify and hold harmless RevShift and its officers, employees and contractors from third-party claims, damages, liabilities and reasonable expenses, including legal fees, arising from:

• materials, data, products, claims, translations or instructions supplied, approved or directed by Maska;
• Maska's breach of the agreement; or
• Maska's violation of applicable law or third-party platform policies.

Limitation of liability

To the maximum extent permitted by law, RevShift will not be liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost data or loss of goodwill, arising from the agreement or services, even if advised that those damages were possible.

RevShift's total aggregate liability arising from the agreement or services will not exceed the fees actually paid by Maska to RevShift during the three months immediately preceding the event giving rise to the claim. Maska's payment and indemnification obligations are not limited by this section.

Nothing in the agreement limits liability that cannot lawfully be limited.

Notices and amendments

Formal notices must be sent in writing to the authorized contact emails identified in the SOW and are effective upon confirmed receipt. Authorized contacts may approve routine matters in writing, including by email.

Material changes to the engagement term, liability, ownership or core commercial terms must be recorded in a written amendment accepted by both parties.

Governing law and complete agreement

Québec law and applicable Canadian federal law govern the agreement. The parties submit to the exclusive jurisdiction of the courts located in Montréal, Québec, except that either party may seek urgent injunctive relief from a court of competent jurisdiction.

The executed SOW and these Full Terms of Service v1.1 form the complete agreement for this scope and supersede prior proposals, discussions and review versions concerning the same scope. The SOW controls client-specific services, deliverables, capacity, fees, timing and term.

If any provision is unenforceable, the remaining provisions remain in effect. Failure to enforce a right is not a waiver.