Platyform Agency Model Agreement

This Platyform Agency Model Agreement (this “Agreement”) is made effective as of the date of purchase of a designated “Platyform Agency Model and Support Membership” subscription product, by and between the purchaser, identified by the information inputted into “Billing Details” at checkout on platyform.io (ref. section 17 IDENTIFICATION AND ENFORCEMENT for more details), and Platyform LLC (the “Consultancy-as-a-Service” or ” CaaS”), of 2940 N. Prospect #7889, Colorado Springs, CO 80907. In this Agreement the purchaser of the “Platyform Agency Model and Membership” subscription product shall be referred to as “Agency” or collectively as “Agencies”, and the CaaS shall be referred to as “Platyform”. 

WHEREAS, Platyform possesses technical expertise in the field of digital platform development and, in particular, the creation, development, deployment, training, and support of digital platform technology and digital platforms; and 

WHEREAS, the Agency desires to engage Platyform, and Platyform accepts the engagement, to facilitate the deployment, training and support of Platyform’s proprietary resource library including stack templates, component training/support, and technology to both the Agency and its affiliated clientele (the “Sub-Clients”) in accordance with the terms and conditions set forth in this Agreement. 

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Agency and Platyform agree as follows:

(1) RETENTION OF CaaS. The Agency hereby retains the services of Platyform and its provided system accesses through the establishment of a Platyform Agency Model and Support Membership. The Agency’s retention of Platyform services will be retained in monthly periods at varying degrees of availability and scope per the Agency’s available and selected Agency service package for that month (ref. Model Overview #1211 for service package details).

(2) DESCRIPTION OF SERVICES. The Agency’s Platyform Agency Model system and service access will begin on first received payment of and corresponding activation of the Agency’s dedicated “Platyform Agency Model and Support Membership” subscription product. This Agreement further clarifies the scope, policies, and provision of the services associated with a “Platyform Agency Model” product and membership, while the Model Overview document outlines the availability limits of each service per the selected Membership package in an itemized format.

Upon initiation of the Agency’s “Active Subscription” and throughout the course of its successful activation, Platyform will provide the following services and accesses connected with the deployment, training, and support of both the Agency and its sub-client’s Digital Platform initiatives (collectively, the “Services”):

– (2.1) Access to Platyform Agency Portal consisting of agency.platyform.io, learn.platyform.io, and support.platyform.io. The combination of these sites is cornerstone to Platyform’s facilitation of procedural service requests, providing support communication, managing ticket events, providing the Agency’s staff and sub-clients access to Platyform’s Learning and Training library and all other Service initiation and proceeding touch points. The extent to which each of these Services is available to the Agency through these accesses and portal is dependent on the Agency’s selected Agency Model Service Package for that month – the live status of which will be actively reflected throughout the Platyform Agency portal.

– (2.2) Agency Services Available to Platyform Agencies – The following services are available on request through the Platyform Agency Services Portal. Each service is facilitated through a combination of tickets that are submitted and reviewable in the Platyform Agency Support and Ticket Manager system.

• (2.2.3) Component Support – Agencies can request Platyform to add support for a new stack component. This can include, but is not limited to new training material, new stack enhancement tools, new stack templates and more. Platyform will review and respond to each request on a case-by-case basis as to the estimated viability and turnaround times. Platyform does not guarantee the addition of any requested non-supported components. If approved and developed, new Stack Components will be made available to all stack deployments through Platyform’s Stack Enhancement Tool plugin’s remote update process with corresponding training and knowledge base material made available in Platyform’s Agency, Learn, and Library channels alongside all other Supported Stack Components.

   

• (2.2.4) Stack Upgrades – Agencies can request Platyform to add support for a new stack upgrade. This can include, but is not limited to new training material, new stack enhancement tools, new stack templates and more. Platyform will review and respond to each request on a case-by-case basis as to the estimated viability and turnaround times. Platyform does not guarantee the addition of any requested stack upgrades. These Stack Upgrades  will be made available to all stack deployments through Platyform’s Stack Enhancement Tool plugin’s remote update process with corresponding training and knowledge base material made available in Platyform’s Agency, Learn, and Library channels alongside all other Supported Stack Components.

   

• (2.2.5) Custom Development Support – Platyform can support Agencies’ custom development initiatives with submission and approval of a “Custom Development Request Form”. Requests will be fulfilled as Tickets in the Support Ticket Manager and posed against the Agency’s support availability for that month. Simple questions regarding Custom Development can be generally discussed in Platyform’s Agency Support portal and on meetings per the Agency’s monthly service, but these channels are not subject to official review or reports without a submitted Form and Support Ticket.

   

• (2.2.6) Platform Testing – Agencies can request Platyform to review and test any Digital Platform they represent. This can include, but is not limited to functionality testing, performance testing, best practice implementation review, UX testing, and more. In the case of testing live eCommerce processes, Platyform will use its own payment method for transactions up to $5.00. Test scenario pricing can be accomplished via provided coupon codes or test products. Transactions that must occur above the five dollar (USD) threshold must be facilitated with a provided card or appropriate payment method. Platyform will review and respond to platform testing requests on a case-by-case basis. Platyform will always provide a report post-testing, however, Platyform cannot guarantee a preferential analysis or solution to all issues that are diagnosed and/or addressed through this service. Proposed solutions may also include the need to submit additional Support Tickets.

• (2.2.7) New Stack Deployments – Agencies can request Platyform to deploy and customize IO model versions of its stack templates and associated technologies. The full and current assortment of this library is reviewable at stacks.platyform.io. The available status of these stack technologies will be reflected for logged in Agency users when viewing the library. Agencies are not eligible to deploy Platyform Network models under their Agency’s membership.
  
  Platyform will review and respond to new stack deployment requests on a case-by-case basis. On approval, all stack deployments and transfers will be performed by a Platyform Representative utilizing various combinations of third-party migration plugins licensed to Platyform. The Agency understands and agrees this will require certain site and system accesses that must be provided to Platyform for each request. Once successfully deployed, Platyform will remove its migration plugins and corresponding licensing from the newly deployed site. The Agency will then be provided the appropriate administrator credentials to take over the site and can begin customizing and incorporating the newly deployed site into its support and ticket requests.

• (2.2.8) New “Client Care Plan” and Scope Assistance – Similar to a “Patient Care Plan” in the medical industry, Platyform adopts a Client Care Plan (CCP) approach for effectively retaining and communicating best practice implementation through various organizational layers and client touch points. Agencies participating at the Advanced Support Membership levels are eligible to request new CCPs for their clients. Client Care Plans will position a series of tickets through the ticket manager that effectively: audit – to identify digital platform pros and cons with existing platform; report – list of issues and proposed solutions; and initiate – approved solutions and workflows. The timeline of facilitating a CCP process is provided on a case-by-case basis. Additionally, the quantity of submitted support tickets necessary to complete the CCP process is variable to the size, scope, and scale of each Digital Platform a CCP is requested for.

   

– (2.3) Access to Platyform Stack Resources will be provided to the Agency and its Sub-Clients including stack templates, unlimited installations and Sub-Client licensing for the Platyform Stack Enhancement Tools plugin (w/ associated Agency White Labeling, Custom Support Routing, and Remote Update features w/ active license), training libraries and knowledge base materials, and more. The present availability of this entire library will be made available and navigable at stacks.platyform.io. Platyform is available to deploy, manage, and support these resources across the Agency and their Sub-Clients’ sites at varying capacities depending on the Agency’s monthly selected service package listed in the Model Overview #1211 document and per the terms, policies, and procedures defined in this Agreement.

– (2.4) System and Development Support for all the Agency’s own and Sub-Client accounts. This support is available to be facilitated through Platyform’s agency service request portal (agency.platyform.io); Platyform’s Support and Ticket Portal (support.platyform.io); and via calls scheduled during the Agency’s agency time slot(s) or on additionally requested calls. the Agency is not restricted in the number of Sub-Clients it seeks support for in any service package, however, the selected Agency Model service package for that month will dictate the extent of Platyform’s scope and availability to manage these requests for the duration of that month’s selected service package. 

• (2.4.1) Pre-Scheduled Time Slot Meetings – Platyform provides time slots available in 1-hour slots on Mondays, Wednesdays, and Fridays; and 1.5-hour slots on Tuesdays and Thursdays. The Agency’s selected monthly support level will establish the overall scheduling availability and possible topic and category limits associated with the Agency’s monthly support level (ref. Model Overview #1211).

   

• (2.4.2) Additional Meeting Requests – Additional Meeting Requests are provided at the availability established in the Agency’s monthly support level and facilitated through the same slot scheduling and calendar policies as the pre-scheduled slots described in sub-section 2.4.1 above. Additional Meeting Requests are subject to topic and category limits associated with the Agency’s monthly support level (ref. Model Overview #1211).

   

• (2.4.3) Support Portal Turnaround Times – Platyform attempts to review and initially respond to all service and support requests within two business days, however, Platyform is not able to guarantee turnaround times for individual support and/or service requests. All service and ticket requests will be handled on a case-by-case basis with timelines communicated in the appropriate communications channels.   

– (2.5) Agency Strategy and Procedural Support including sub-client scope assistance, one-on-one component training (Dedicated Training Assistance), platform testing, Sub-Client calls, sales material support, agency suite stack customization, and more will be provided by Platyform to the Agency and facilitated via the agency.platyform.io site. Agency Services will be afforded the same scope of availability allotted to System and Development Support and per the selected monthly service package. 

– (2.6) Definition of CaaS Service Scope and Limitations. In fulfillment of its Services, Platyform utilizes a consultancy-as-a-service (CaaS) model that bills agencies on a monthly flat rate basis for the provision of active development, training, and support services along with Accesses to various Platyform training and technology resources according to the Agency’s selected support level for that month. To accomplish this Platyform requires that all Agencies, supported Sub-Clients, and development projects utilize “Platyform Stack Approved” plugins, software suites and additionally adopt “Platyform Best Practices” according to the trainings and knowledge base material Platyform curates and provides at learn.platyform.io and through its various support channels. 

• (2.6.1) “Stack Supported Component” and “Platyform Best Practice” Policies – Under the CaaS model, Platyform agrees to actively manage and support the Agency and its Sub-Clients’ digital platforms and associated initiatives that utilize “Stack Supported Components”. the Agency acknowledges and agrees that ticket and service requests Platyform deems do not utilize “Stack Supported Components” and/or do not represent “Platyform Best Practices” are liable to be handled by Platyform at its discretion. This may include but is not limited to dismissal of the request and/or ticket.

   

• (2.6.2) Sub-Client Responsibility under CaaS Model – The Agency acknowledges that Platyform is not responsible for handling and/or facilitating any capacity of the Agency’s Sub-Client accounts as it relates to the Agency’s own agreements with its Sub-Clients. Furthermore, this Agreement does not extend Platyform’s services to anything beyond Platyform’s direct support of the Agency personnel and their corresponding ability to facilitate digital services and offerings through the Agency’s own policies, procedures, and personnel to its Sub-Clients. Platform is not liable to provide direct or unmediated assistance to an Agency’s Sub-Client in any situation or scenario under this Agreement.
  
  Practical Example: the Agency signs up Client X for a new BuddyBoss/Memberium theme project. Platyform can assist with the project’s scope, participate in conference calls with both the Agency AND Client X, assist the Agency with implementing Client X into the Agency’s Agency Portal, and work directly on Client X’s platform via provided login accesses. However, Platyform is not responsible to engage with Client X in one-on-one calls, manage support requests directly from Client X personnel, nor meet Client X timelines that were not appropriately requested inside of the Agency’s own Agency Services and Support ticket processes and procedures.

   

• (2.6.3) Custom Development Policies – In the event of requests for new developments and functionality in the Digital Platform, Platyform will provide “proposed development timelines” for each request as it relates to the ability to be rapidly executed via the “Platyform Stack Approved” components list.  Any development request that Platyform considers deviating too far from the ability to be accomplished with “Platyform Stack Approved” software solutions and/or abide by “Platyform Best Practices” will be provided a custom-quote and/or timeline for its execution, though Platyform reserves the right to completely decline these requests. Alternatively, the Agency may request a Platyform representative to participate with an external development team to consult on best practice implementations. Services incorporating custom development may all be accessed via their associated requests in the Platyform Agency Services Portal.

– (2.7) Agency Model Specific Definitions and Limitations – In relation to Platyform’s other CaaS offering models (IO, Network, and Licensee) Platyform Agency Models could generally be considered a support container for facilitating and managing multiple IO (organization-specific, direct-to-user fulfillment) models. Agency models are offered in direct contrast to Platyform Network models that are designed to facilitate multiple organizations and various layers of fulfilment through a singular  digital platform. Platyform Network Models can then contain multiple Licensee Models, similarly to how Platyform Agency Models can contain multiple IO models.

Platyform Agency Models MAY NOT assume nor represent Platyform Network models under this Agreement. Platyform Network Models are considered “Agencies” in and of themselves and are only available for their singular deployment and on case-specific pricing arrangements. A new Platyform Network Model would need to be agreed to and initiated independently of this Agreement for each new Platyform Network Model. Referral commissions and/or reduced rated are negotiable for each new Platyform Network Model an Agency refers to Platyform.

(3) PAYMENT FOR SERVICES. In consideration of the services to be performed by Platyform, the Agency agrees to compensate Platyform for the services rendered as follows: 

the Agency will sign up for its dedicated Platyform Agency Model and associated Subscription product on platyform.io (payment options and policies explained in section 3.1 below). The Agency’s specific instance of this digital membership product and corresponding link will be provided to the Agency by a Platyform Representative upon the signing of this Agreement.

The Platyform Agency Model Plan bills at a flat rate of $4,999.00 per month (paid upfront each month) with a 4-month commitment. The Agency’s specific Agency Model and Membership will begin on the date of the first received payment and effective activation of its subscription product on platyform.io. After the initial four-month commitment is met, various options to renew, reduce, or terminate the Platyform Agency Model Membership will become available as newly selectable variations inside of the Agency’s subscription product. (ref. (6) TERM/TERMINATION).

– (3.1) Payment Options, Grace Period and Delinquency – Payments for the Platyform Agency Model can be made via mailed check or auto-renewing credit card. Mailed checks must be confirmed mailed by the renewal date of each month or all services and accesses will be subject to immediate postponement and delinquency procedures until confirmed. Confirmations can be done in the support portal via the direct messaging features or communicated via email to the Agency’s Platyform Representative.

• (3.1.1) Grace Periods and Procedures – Starting from the subscription’s renewal date, a fixed seven (7) day grace period with limited services will be afforded the Agency until the check payment is received. After the seven-day period all services and membership accesses will be considered “terminated” and stopped until payment is received. It is best to send check payments at least one week before the upcoming renewal date to ensure service reduction and/or account termination does not occur. Platyform is not responsible for the effectiveness of the Agency’s selected mail carrier, however, will review claimed payment delays on a case-by-case basis. 

For auto-billing credit cards, a grace period of three (3) days with limited services and access will be afforded until a successful payment is initiated through the online-support portal. Grace periods for both check and credit card are, ultimately, subject to Platyform’s discretion. If the renewal date and payment period is regularly missed and/or Platyform becomes concerned of misuse, Platyform may choose to revoke that Agency’s grace period entirely. Contrarily, Platyform may choose to extend an Agency’s grace period that has maintained an upstanding history of timely payments.

– (3.2) Referral Commissions and Network Pricing Opportunities – As a Platyform Agency, the Agency is eligible to be paid referral commissions for successful sales it generates across all other Platyform models (Network, IO, and Licensee) and in accordance with the variable commission rates and terms established in the separate Platyform Referral and Commission Agreement (optional). Agencies enrolled in this program will additionally be offered special pricing opportunities for creating and maintaining Platyform Networks if they agree to “represent” the Network’s development. Platyform Network opportunities are, however, subject to independent negotiations in alignment with existing Platyform Network Models and ultimately made available at Platyform’s discretion.

(4) PAYMENT/LIMITATIONS OF THIRD-PARTY SOFTWARE.  the Agency understands and agrees they are to purchase and cover the entire costs of any paid third-party platforms and software (including but not limited to third-party platforms, WordPress themes, and accessory plugins) prior to its use towards Platyform’s Services. the Agency further understands and agrees that while Platyform cannot guarantee the compatibility or corresponding effectiveness of software developed by third parties, Platyform only recommends the incorporation of third-party software that Platyform has tested, integrated, and implemented successfully in past experiences and per its detailing in “Platyform Best Practices” and “Support Stack Components” material. 

(5) WEB HOSTING.  The Agency understands and agrees that any web hosting services require a separate contract with a web hosting service. the Agency agrees to select a web hosting service which allows Platyform all necessary accesses to the digital platforms that are requested to be supported.

– (5.1) Recommendations, Minimum System Requirements, and Limitations – Platyform strongly recommends a combination of Digital Ocean (servers) and SpinupWP (server management interface) for all its models. Platyform is much more ready and able to support Digital Platforms and team member designations that use this foundation. While Platyform will do its best to translate its service offerings to combinations of other hosting platform and service providers, as a bare minimum for full scope services, the Agency understands and agrees that their hosting solution will need to be able to readily provide Platyform with the following:
– SSH Access – For advanced development requests (key files are preferred over passwords)(Team member Sudo Accounts are preferred over any form or shared root access)
– SFTP Access – For basic development (key files are preferred over passwords)(Individualized team member accounts are preferred over shared accesses)
– DB Manager Access – Multiple support, development, and operational scenarios could benefit from this access. (While PHPmyAdmin is a viable solution it is not preferred due to security and performance implications. SSH accesses mentioned above should also allow for easy TablePlus connections, which facilitates faster, more secure development and DB access.)

If the Agency nor Sub-Client can provide the full list of accesses above, the Agency understands and agrees that Platyform will be significantly limited to perform any custom assessment or service work per the extent of their hosting provider’s own access and limitations. Furthermore, the Agency understands and agrees that any such limitations posed by their pre-existing and/or non-supported server and hosting combinations will not be translated or equated to any form of reduced rate, payment, or expense.

(6) TERM/TERMINATION. This Agreement will remain effective until the Agency’s associated subscription product and corresponding membership becomes deemed “terminated” (ref. section 6.1.3). 

Upon completion of the 4-month commitment the Agency will be provided the following month-to-month options to switch amongst according to the Agency’s desired level of Service for the upcoming month:

1) Continue Advanced Support – $4,999/month

2) Intermediate Support – $2,499/month

3) Basic Support – $899/month

4) Plugin Only Support – $249/month 

Detailed breakdowns of the corresponding access and service availability for each continuing support plan can be referenced in the attached Model Overview #1211 document. 

– (6.1) Agency Opted Monthly Selection and Termination Procedures – All Platyform CaaS models incorporate upfront monthly billing for the establishment and continuance of the Agency’s membership and corresponding support levels.

• (6.1.1) Initial Commitment Periods – During the duration of the Commitment Period established in this Agreement, the Agency acknowledges that it is only eligible for the Full Support Model detailed in the Model Overview #1211 document.
  
  
• • • (6.1.1.1) Termination Pre-Commitment Period – Any decision by the Agency to terminate an upcoming payment will not obligate Platyform to provide refund or proration opportunities to the Agency for previous payments. The Services and corresponding membership accesses will continue to be provided and fulfilled through the duration of the last paid month, at which point, if the next monthly period’s payment is not made and/or communicated per the “(3.1.1) Grace Period” policies, the Agency will lose all accesses to Services and membership accesses on the due date of that month’s unpaid payment. Additionally, the Agency’s commitment status and agreement will immediately reset and a new four month commitment period and agreement will become necessary. 

• (6.1.2) Monthly Selection Processes Post-Commitment – Once the Commitment Period has been fulfilled, the Agency will become eligible for the selection of monthly options per the Model Overview #1211 document. These monthly options will become selectable in the Agency’s Platyform Agency portal and/or the platyform.io sales site where the original subscription is established. Whether requested to be implemented by a Platyform Representative or self-serviced by the Agency, this change will be reflected as a “subscription switch” to the Agency’s dedicated Subscription product on platyform.io. The selected monthly option and corresponding payment amount will establish Platyform’s availability of Services for the upcoming month, effectively beginning on the Subscription product’s date of renewal for that month. Auto-billing memberships will automatically bill the correct and updated amount. Agency’s utilizing mailed check payments must be sure to update their payment amount totals accordingly.

   

• • • (6.1.2.1) Upgrading Mid-Month – the Agency may upgrade their selected Support Membership in the middle of any post-commitment monthly period by paying the prorated amount for the desired upgrade. The upgrade process must be specifically requested in the Support portal, after which the proration calculation and custom membership option will be facilitated by a Platyform Representative. In most cases a one-time catchup invoice will be created and sent for immediate payment. The upgraded Services will begin as soon as the proration payment is received. This will not reset any monthly period, renewal date, or service limits per the last period, it will simply “prorate” all relevant values.
      
      Practical Example: the Agency selected the Intermediate Service package for the month and is two weeks in. The Agency also used its one (1) additional meeting on Monday of that week. The Agency decides to upgrade to Full Support on Tuesday. the Agency would pay a one time upgrade of apx. $1,250 (½ month Intermediate ($1,250) + ½ month Full ($2,500) –  $2,500 paid upfront)  and would only get 2 new additional meetings for the remainder of that week. All proceedings and Services for the remainder of that month would utilize the Full Support package.

       

• (6.1.3) Termination Definitions – If the Agency stops making payments against a membership plan, stops communication regarding payments of that plan per the policies set in “section (3.1.1) Grace Periods”, or communicates specifically to Platyform they are terminating their upcoming payments completely, then the Agency’s Membership will be considered “terminated” upon the due date of the first missed renewal payment or appropriate grace period and implemented technically upon the deactivation of the Agency’s membership subscription on platyform.io.

   

• • (6.1.3.1) Termination Procedures –When an Agency’s Membership is designated to be terminated, Platyform systems will automatically remove all accesses of that Agency’s members, including their staff and Sub-Client accounts, from Platyform’s comprehensive collection of resource libraries, service portals, request forms, training materials, Agency sales material, and all other access opportunities that had be provided through the Agency’s Membership.

     

• (6.1.3.1.1) Platyform Stack Enhancement Tool Deployments – All Platyform Stack Enhancement Tool Plugins that had either been licensed or sub-licensed under the Agency’s terminated Membership will fall back to states of “Platyform Default Branding and General Support”. In this state all of the Agency’s white labeled branding and custom support routing links will effectively revert to Platyform’s default branding and support options to a single link to Platyform general support respectively. “Inactive and unlicensed Platyform Stack Enhancer” nags will be displayed in the admin dashboard, while available access to new plugin updates will become unavailable for all deactivated deployments on the Agency’s own and Sub-Clients’ Digital Platforms. HOWEVER, all plugin features and Digital Platform processing functionalities unrelated to Agency White-Labeling, Remote Updates, and Custom Support Routing will continue to work at full operational and functional capabilities. This process is additionally detailed in the Model Overview #1211 document.

   

• (6.1.3.1.2) Non-Compete Policies – Per its philosophy, mission, and model Platyform will always provide Sub-Client assignment priority to Agencies with an active Membership that regularly uphold “Platyform Best Practice” procedures and policies. Furthermore, Platyform retains the right to refer Platyform clients to Agencies to become Sub-Clients under new agreements and/or amendments as Platyform, the Agency, and Platyform’s Client mutually deem appropriate for each situation.
  
  HOWEVER, under this Agreement Platyform does not promise nor guarantee any form of “Non-Compete” or otherwise restriction to Platyform’s establishment of future relationships with independent organizations that at one point had been deemed a “Sub-Client” to any Agency under a now “terminated” Agency membership. The Agency further agrees and understands that Platyform recognizes no agreement nor established understanding with the Agency’s Sub-Clients under this Agreement and that Platyform is free to enroll previous “Sub-Clients” into any future Platyform model and/or service arrangement handled directly with Platyform and by its personnel at Platyform’s discretion.
  
  Practical Example: the Agency becomes well-known for driving marketing initiatives through eCommerce-centric eLearning deployments. Platyform regularly sends highly qualified leads to the Agency that are looking for this collection of services. One of the leads Platyform sends to the Agency is Client Z. the Agency and Client Z establish their own agreements, commitments, etc. and build the site under the Agency’s Platyform Agency Model. Three months later the Agency decides to terminate its service and membership with Platyform to pursue a different digital platform solution. While the Agency has its own agreements with all its sub-clients and directs many of them to new platforms utilizing its new endeavors, Client Z has had success with, and would like to stick with Platyform solutions. At any point in time after the Agency’s termination, Client Z can request Platyform to review and approve it for a directly managed IO model on a new and independent IO Model Agreement established exclusively between Platyform and Client Z. Being “terminated” the Agency would further not be eligible to receive any commission or kickback for the establishment of this relationship.

   

• (6.1.3.1.2.1) Agency Non-Compete Protection Policies – Platyform establishes unique and individual agreements with its own employees, contractors, clients, and third party affiliates. If at anytime these parties take part in or pursue what Platyform defines as “aggressive marketing”, “provision of dishonest information”, “client poaching” or similar business malpractices and negative behaviors, Platyform reserves the right to revoke any and all relationships, provided benefits, connection, or otherwise with that third-party, contractor, client, or employee per Platyform’s own policies, agreements, and discretion. At the request of an affected Agency or Agencies, Platyform will further uphold and defend any and all Agencies involved in any such scenario to the fullest reasonable extent of Platyform’s own ability and legal resources.
  
  Practical Example: Continuing the example from the preceding section, if Platyform was to become aware that Client Z had become somehow “coerced” or “made comfortable” to disengage from the Agency because an external and direct correspondence had been made between a Platyform Representative and Client Z (for example, “I [Platyform Representative] can make sure you [Client Z] gets approved for an IO model if you leave the Agency”), both the Platyform Representative’s employment and Client Z’s new IO account would be posed for termination or otherwise appropriate action at Platyform’s discretion. Furthermore Platyform would represent the Agency’s interest in court if the Agency were to take action against the Platyform Representative, under the pretense that the representative would have violated their own agreements with Platyform in regards to the same incident.
   

• (6.1.3.1.3) Reactivation Policies – Agencies that have successfully completed their commitment period will have 6 months from their last missed payment to reactivate their membership and subscription without requiring a new commitment period and Agreement. Terminated Agencies that go beyond 6 months without activated Platyform services, will be required to start a new commitment period and Agreement.
  
  Reactivation of all Services and Accesses described in this Agreement will be provided to Agencies that Platyform deems eligible and occur immediately upon payment and corresponding reactivation of the terminated Membership. Platyform reserves the right to offer special use case and lifetime license opportunities at its discretion, but these offers will be provided on a case-by-case basis and subject to their own independent agreements and contracts.
  
  
• (6.1.3.1.4) Suspension Hardship Request –  If a customer is experiencing a personal emergency that interferes with their ability to effectively engage in their membership and subscription at any level or period in their four month commitment, they can request a “Suspension Hardship Request Form” be filled out (either by them or a Platyform Representative can fill it out on their behalf). If the Suspension Hardship Request is approved, Platyform will provide an appropriate timeline, unique to that customer’s situation.
  
  Practical Example: An Agency is 2 months complete with its four month commitment when the lead project manager encounters a personal emergency. The Agency submits a Suspension Hardship Request Form detailing the situation, Platyform reviews, and agrees to postpone Services and the remaining 2 month commitment until the Agency’s lead project manager is back which is estimated to take 3 months. However, despite direct communication from Platyform, the Agency does not respond to Platyform for 4 months. Platyform informs the Agency that it must restart its 4 month commitment from the beginning.

(7) RELATIONSHIP OF PARTIES. It is understood by the parties that Platyform and its employees are independent contractors in respect to the Agency, and not employees of the Agency. the Agency will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of Platyform.

– (7.1) Platyform Representative Policies – Though Platyform has no “introduction requirement” or visual branding prerequisite for its Representatives regarding Agency and Sub-Client communication, Platyform and its personnel will not be misrepresented nor improperly introduced under any entity other than those represented in Platyform’s official branding. Offenses to this policy either flagrant or reported are subject to review.

• (7.1.1) Call and Meeting Policies – On calls and during meetings, Platyform representatives may only pose marketing concepts as potential solutions to technical problems. While the viability of custom solutions can be posed and discussed per Platyform policies, Platyform representatives will NOT promise or guarantee custom solutions on phone calls in any form. Custom solutions and service requests posed from calls must go through the appropriate review and ticket approval channels on the Platyform Agency Services Portal for either New Stack Components, New Stack Upgrades, or Custom Development Support.

   

• • (7.1.1.1) Sub-Client Calls – When participating in any call with an Agency’s Sub-Clients, the Agency must have at least one Agency designated personnel member on the call, or risk the call be dismissed at the assigned Platyform Representative’s discretion. Platyform Representatives’ most basic purpose on sub-client calls is to answer questions and provide explanations as they relate to Platyform supported stacks and components. It is the Agency’s responsibility to ensure information provided by Platyform and its Representatives is being appropriately guided and retained per its own agreements with its Sub-Clients.  

– (7.2) Agency Policies – All Platyform Agencies are independent entities from Platyform and solely responsible for establishing and maintaining their own business processes as it relates to branding, marketing, internal policies, business procedures, pricing, and clientele. Platyform holds no interest in these decisions, however, Platyform does enforce a series of ethical standards with the brands and messaging that it will work with and represent. At Platyform’s discretion it will not work with Agencies, Sub-Clients, and/or individual projects that frequently depict and/or highlight mature content and sexual themes; incorporate excessive and/or extreme use of violence and/or profanity; participate in business malpractice and/or illegal activity; consistently disregard payment schedules and/or make scheduled payments frequently difficult; or solicit/retain high levels of personal information, such as social security numbers, medical records, and other records that come with high additional risk layers of security and compliance. If Platyform suspects any of these policies have been violated, Platyform will review the violation on a case-by-case basis with the possibility that the respective Agency, Sub-Client, and/or project will be terminated from the Agency’s monthly service immediately with no available proration or refund for the remainder of that month’s membership or associated ticket dismissal(s).

– (7.3) “Client Care Plan” Policies – When a new Client Care Plan (CCP) is requested, the requesting Agency understands and agrees that Platyform is not assuming nor establishing any form of contractual responsibility, particularly in relation to the Agency’s own independent agreements and promises with the Sub-Client. Platyform approaches all CCP projects as an independent stack technology consultant in direct relation to the Agency. Platyform will assist the Agency with the sub-client’s overall audit/assessment, diagnosis, development timelines, and ongoing maintenance procedures, however, the Agency acknowledges that no promise nor binding agreement is being established between Platyform and the Agency’s Sub-Clients when Platyform provides Client Care Plan services to the Agency under the guidelines of this service and Agreement. 

– (7.4) “Against Platform Advice” Policies and Sub-Client Three Strike System – Agency Sub-Clients are all subject to a three-strike-system. Each Agency’s Sub-Client initiatives as they relate to service requests, support communication and ticket events will be logged and monitored. Each time an initiative is requested for a Sub-Client, and Platyform’s proposed best practice solution is rejected due to a self-imposed and/or self-proclaimed incompatibility by the Sub-Client, the Sub-Client will be noted with an “Against Platform Advice (APA)” report and assigned a strike. Three strikes will make the Sub-Client eligible to undergo a “suspension of requests” period, where the Sub-Client’s representing Agency will no longer be able to submit tickets on that Sub-Client’s behalf for the duration of the time and/or project milestone parameters Platyform designates.

– (7.5) Work Delegation and Agency Responsibility – Platyform will provide all necessary resources to facilitate its own service offerings and membership product accesses to the Agency per the terms established in this Agreement.

• (7.5.1) Content – Platyform is not responsible for the creation or population of any kind of content beyond its dependency or requirement for technical review, development, and/or execution as necessitated by Platyform’s Agency and Support services. Content services and assistance provided by Platyform for purposes outside of technical execution is completely up to Platyform’s discretion.

   

• (7.5.2) Third-Party and Affiliate Licenses – Platyform Agencies are responsible for procuring and managing their own premium plugins, third party platforms, and corresponding licenses as they are deemed necessary for stack initiatives by Platyform. Platyform provides trainings on and directly supports procurement processes and basic-to-advanced operations for most all supported stack components and platforms. However, these third-party tools and interfaces are not controlled nor represented by Platyform in any way and liable to change at any time per each third-party’s own discretion. It is each Agency’s own responsibility to maintain good standing with Platyform’s affiliates, third-party providers, and to seek support with third-party developers if Platyform is unable to support the situation directly through its own platforms and support resources for any reason. Platyform will assist with third-party support per the Agency’s monthly support model and/or Platyform’s own discretion in the situation’s additional implications for Platyform’s suite of trainings and stack technologies.

   

• (7.5.3) Resources – Platyform is not responsible for the procurement and/or direction of resources beyond the provision of Platyform’s own services to the Agency as detailed in this Agreement. The Agency maintains its own distinct responsibilities to communicate, provide, and manage appropriate resources for both its own and Sub-Client initiatives outside of this Agreement and agrees to not knowingly submit requests to Platyform that disregard either party’s obligatory positions in this regard. Platyform is, however, responsible for accurately assessing and providing its services in alignment with the assessed capability and resource availability levels of the Agency and their Sub-Clients.
  
  Practical Example: the Agency signs up Client Y for an advanced digital platform with multiple systems that will require significant non-supported integrations and ongoing moderation and maintenance. The Agency establishes this agreement with Client Y without first going through a Client Care Plan process with Platyform to ensure these and other relevant variables are fully considered with the Client Y proposal. In this situation Platyform holds no responsibility to support any non-supported stack component the Agency presents to Platyform on behalf of Client Y’s Digital Platform. the Agency thereby acknowledges its own Agency and resources will be considered solely responsible for execution of promises the Agency made outside of a Platyform CCP or officially Supported Components list.
  
  In this example scenario, however, the Agency may submit requests to Platyform to seek assistance and project guidance in accordance with the associated limits of their selected monthly support level. Platyform and its Representatives will do their best to understand the situation and provide consultative advice as it relates to the situational information presented and in alignment with achieving the desired goals for the platform.

   

• (7.5.4) Marketing and Campaign Execution – It is the Agency’s responsibility to manage, retain, and communicate all elements of marketing strategy to both its Sub-Clients and Platyform. Throughout its Services, Platyform will only pose marketing concepts as they relate to technical solutions and/or as best practice opportunities for defined initiatives. Platyform and its Representatives will only pushback to marketing concepts if they fall out of best practice and/or ethical standards. It is the Agency’s responsibility to ultimately manage and oversee that its Sub-Clients’ marketing initiatives are being fulfilled according to its own promises and agreements to the Sub-Client. Client Care Plan Requests can, however, encompass Sub-Client marketing initiatives and concepts on request with Platyform’s approval.

   

• (7.5.5) Custom Development Initiatives – Platyform can be requested to perform custom developments that will be facilitated as either Stack Upgrade or New Stack Component Agency Services and ticket requests. Platyform will manage these requests on a case-by-case basis and provide timeline estimates according to Platyform’s own resource availability. However, if an Agency would like to engage a custom developer for any reason, Platyform can be requested as a development resource in accordance with the Custom Development Support request service, per the Scheduled Calls and Additional Meetings services, and through posing new questions in the Support portal. All custom developments facilitated and directed by the Platyform team are considered exclusively owned by Platyform. Platyform holds no ownership or controlling interest in custom developments completed by other developers and teams, however. Custom developments the Platyform team assisted with via the Custom Development Support service will additionally be expedited through the Platyform Community Resource Library and made available for sale commissions according to the Terms of Service and commission rates established in the Platyform Community Resource Library at the time of the sale. 

(8) INTELLECTUAL PROPERTY & WORK PRODUCT OWNERSHIP. Except for Agency Content (defined in section 8.2 below) and in accordance with its CaaS model, Platyform retains rights to all content on Platyform’s platforms and technologies including text, software, scripts, code, designs, graphics, photos, sounds, music, videos, interactive features, articles, sketches, charts, models, animations, and other content that Platyform does not expressly license already (“Content”).

Additionally, Platyform retains full rights and ownership for all Platyform’s self-produced and independently published works that originate in Platyform’s comprehensive “Stack Technology Resources” and are externally deployed/facilitated to the Agency and their Sub-Clients, including but not limited to: Stack Templates, Stack Tools, Stack Enhancements, Training and Learning material, Platyform Representatives’ Support communication, and all other Platyform-produced works not expressly described in these Terms. 

– (8.1) Agency Access to Platyform Stack Technology – Platyform’s entire collection of IO stack enhancement technology, trainings, and other “Platyform Stack Technology and Components” is made available to the Agency through its active Agency Model membership and development/support plan(s). This Access is variable to the monthly support package selected and as outlined in the Model Overview #1211.

• (8.1.1) Limitations and Usage Policies – All Platyform Services will be facilitated through Platyform’s own designated procedures and channels. Outside of specific usage rights granted to the Agency by Platyform, the Agency agrees to not use, copy, edit, translate, display, distribute, download, transmit, sell, create derivative works of (further defined in section 8.1.1.1), or in any way exploit any Content, including Agency Content (unless it is the Agency’s own Agency Content that has been appropriately submitted and posted on its own platforms), without Platyform’s prior written consent. Unauthorized use of the Content may constitute a breach of copyright, trademark, or other intellectual property laws and may subject you to criminal or civil charges and penalties.

   

• • (8.1.1.1) Derivative Works Definition & Policies – Platyform acknowledges that many Agencies will use Platyform trainings, constructs, and concepts to base and formalize their own training, offerings, and developments to their Sub-Clients. Platyform does not consider any form of training material, Stack Enhancement, or conceptual model an Agency uses as the basis for training or direct fulfillment of its Sub-Client or otherwise related Platyform Stack initiative to be a “derivative work”.
    
    Derivative Works considered a breach of this Agreement include unapproved Content that is repositioned by the Agency for commercial sale and/or directed marketing external to its Sub-Clientele and in what Platyform feels is in competitive alignment and/or “Against Best Practice” with Platyform’s existing trainings, published concepts, and product offerings.
    
    Practical Example: An Agency becomes well-known for hyper-personalized eCommerce experiences and begins writing articles on how to facilitate various eCommerce customizations through the Platyform stack. The Agency utilizes a large portion of Platyform’s existing training, screenshots, and other content to create the training, acknowledges and credits the Platyform stack throughout the article, and publishes the article publicly on their own website. Platyform has no issue with this scenario. However, Platyform becomes aware that the Agency has created an alternative version of the training that it has repackaged for Salesforce (a non-supported Stack Component) that retains a large portion of the Platyform training language and Content titled, “How to Use Platyform Stacks with SalesForce”. In this scenario, Platyform will pose a Cease and Desist and/or take appropriate legal action to ensure that article is either removed or appropriately revised to Platyform’s agreeance.
    
    In the above scenario, had the Agency wished to handle the addition of a SalesForce Stack Enhancement in accordance with this Agreement and through Platyform policies and procedures, they would have first requested a New Stack Component Request for Salesforce. If Platyform declined the request the Agency could proceed forward with a Custom Development Proposal and corresponding Community Stack Enhancement submission processes. Upon completion, they would then be able to offer the new SalesForce Stack Enhancements through the Platyform infrastructure, receive sales and earning commissions for their Community Stack Enhancement and Training sales, and officially publish their “How to Use Platyform Stacks with Salesforce” article publicly on their own site(s) now that the Stack Component had been properly introduced into the Platyform ecosystem and supported resource libraries.

– (8.2) Agency Content – Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information developed and/or directed by the Agency outside of Platyform services (see 8.2.1 Origination Policies below) and in direct connection with its own and Sub-Clients’ Digital Platform shall be considered by Platyform to be the exclusive property of the Agency (Platyform holds no interest in intellectual property disputes between then Agency and their Sub-Client, as these would only be originated outside of Platyform Services). Upon request, Platyform shall sign all documents necessary to confirm or perfect the exclusive ownership of the Agency to its own collection of work and/or proprietary organizational information, to Platyform’s best understanding of the work in question’s ownership.

• (8.2.1) Origination Policies – If the Agency provides the resources necessary to direct and compose the development of a new Stack Enhancement, that Stack Enhancement is considered to have originated with the Agency. All developments, tools, content, and specialized customizations the Agency originates are effectively considered Agency Content. All Stack Tools, Enhancements, and other technologies Platyform originates are considered to be exclusively Platyform’s.

   

• • • (8.2.1.1) Platyform Custom Development Support Service Requests – Platyform is available to assist and consult on the creation of custom developments through the opportunities and procedures described in “Custom Development Initiatives”. Assistance provided by Platyform through the specified processes will not imply any form of ownership position. However, a “Custom Development Request Form” will be made available by Platyform to the Agency for appropriate tracking and Support Ticket management. Custom Development Assistance services can be terminated at Platyform’s discretion, of which an “Against Platform Advice (APA)” will be filed and made available to the Agency’s account.

       

• (8.2.2) Publishing on Platyform Community Libraries – Any custom stack development that originates with the Agency can be submitted for publishing and associated sale on Platyform Community sites. However, all interests and policies thereof are guided by Platyform Community’s own separate Terms and Agreements.

   

– (8.3) White Labeling Opportunities – Platyform retains full discretion over all opportunities afforded Agencies to “white label” Platyform’s Content and Intellectual Property not defined as Agency Content and/or directly afforded through the Platyform Stack Enhancement Tool’s Relay Licensing System© (ref. 8.3.1 below). The Agency understands and agrees that no expressly labeled and/or branded “Platyform” Content will be re-labeled or re-branded in its deployment on either the Agency’s own or Sub-Clients’ Digital Platforms.  While the Agency may opt to author its own custom plugins and stack developments that Platyform holds no interest in when directly deployed, the Agency understands and agrees that seeking to publish custom works on Platyform Community systems will be subject to formatting, crediting, and labeling guidelines separately detailed in the Platyform Community Terms of Service Agreement. 

• (8.3.1) Platyform Stack Enhancement Tool White Labeling and Support Routing – Agencies that maintain an active membership of any status in regard to their dedicated subscription product on platyform.io will be provided the opportunity to white label any instance of the Stack Enhancement Tool’s deployment that is successfully sub-licensed under the directions provided in the plugin’s interface. When white-labeled the plugin’s name as it appears in the WordPress Sidebar will be replaced with the Agency’s (i.e., “Platyform” appears as “the Agency”), and all brand imagery as it relates to the Support pages inside of the plugin will be replaced with the Agency’s own brand imagery (more information in the Model Overview #1211 document). Additionally, when successfully licensed, all sub-licensed sites under the Agency’s license will further facilitate custom support options and link routing to the Agency’s dedicated Agency Suite, instead of Platyform’s default support channels.The Agency understands and agrees that all Agency White Labeling and Support Routing functionality is dependent on successful license activation of their Agency Membership through the Relay Licensing System© and subject to “fallback behavior” as specified in the “Termination Procedures sub-section 6.1.3.1 of this Agreement when a deployment becomes effectively unlicensed.

   

Practical Example: the Agency submits a Stack Upgrade Request to build a new Gamipress to Memberium integration. Platyform approves the request and builds the integration in 3 days time. The integration is officially announced and made available to all licensed Platyform Stack Deployments via a remote update procedure in each site’s WordPress admin backend. In this scenario, Platyform LLC exclusively owns the new “Stack Enhancement” and can market, offer, and deploy it as an available “Stack Enhancement Tool” to its entire CaaS base for use in their own Digital Platforms. However, Platyform cannot offer nor present the “new Gamipress Stack Enhancement” as anything more than an available, generic, technical functionality. All marketing agenda, performance metrics, and industry-coinage regarding the Agency’s own deployment of that function would be considered a part of the Agency’s own proprietary intellectual property and Agency Content.

(9) CONFIDENTIALITY. Platyform will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Platyform, or divulge, disclose, or communicate in any manner any information that is proprietary to the Agency. Platyform will protect such information and treat it as strictly confidential. This provision shall continue to be effective after the termination of this Agreement.

(10) EMPLOYEES. Platyform’s employees, if any, who perform services for the Agency under this Agreement shall also be bound by the provisions of this Agreement. At the request of the Agency, Platyform shall provide adequate evidence that such persons are Platyform’s employees. 

However, Platyform and its employees, if any, are allowed to use in their respective portfolios, the Agency’s branding as well as services performed for the Agency that do not infringe upon said proprietary information above both during and after the duration of this Agreement.

(11) ASSIGNMENT. Platyform’s obligations under this Agreement may not be assigned or transferred to any other person, firm, or corporation without the prior written consent of both the Agency and Platyform. 

(12) ENTIRE AGREEMENT. This Agreement (#1211) and Model Overview #1211 contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written. Any additional agreements that are mentioned in this Agreement are understood to be unique and independent agreements requiring their own direct approval and initiation: Platyform Community Terms and Conditions for submitting new Stack Templates, Enhancements, and Tools to the Platyform Community site and corresponding payouts;  Platyform Referral and Commission Agreement for establishing commission payouts and standards when the Agency refers business to Platyform; and additional independent Agreements for managing case-by-case opportunities and promotional scenarios as they relate to Platyform, the Agency, and other involved parties in those independent scenarios. 

(13) SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. 

(14) AMENDMENT. Platyform is free to make amendments, waivers, and/or discharges of any provision of this Agreement that shall be effective against all Agencies per the terms further detailed in this section. Agencies will be appropriately notified of any and all changes through the policies and procedures outlined below.

– (14.1) Amendment Procedures and Agency Protections –  All updates to this Agreement will be logged and maintained for historical reference in section (18) REVISIONS of this Agreement. Platyform will not make any amendment to this Agreement that is in any way exclusive to or directed at a specific Agency or segment of Agencies. Any such initiative by Platyform to establish an agency-specific, or otherwise exclusive agreement is allowable via its own specific arrangement and independent agreement at Platyform’s discretion.

• (14.1.1) “Update To Agreement” Notices –  Any and all updates to the Agreement will be communicated to all Agencies via emails delivered to account owners with included information detailing the change(s). Updates deemed by Platyform to pose significant change(s) to the current version of the Agreement will be additionally communicated via notices and action-required prompts in the Platyform Agency Services and/or Support portals, and/or other communication channels as Platyform deems appropriate.

   

• (14.1.2) Timelines and Proceedings – Every update to the Agreement will be communicated 30 days before taking effect. This allows every Agency an opportunity to retain services under the Agreement version for the month they had last paid, while providing adequate time to discuss any concerns and/or feedback regarding the updated Agreement. When the next month’s renewal order is paid by the Agency, any and all new terms and revisions established in the new Agreement version will be considered acknowledged and agreed to per the Agency’s continued use of services and/or dismissal of action-required prompts. 

(15) NOTICES. Any notice required to be given pursuant to this Agreement shall be provided in email, actively embedded in the Platyform Portals, and/or in writing and mailed by certified or registered mail, to the Agency membership’s billing address and/or portal account as Platyform deems appropriate. 

(16) APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Colorado.

(17) IDENTIFICATION AND ENFORCEMENT. This Agreement is considered binding and enforceable to the individual and any associated business entity entered into the “Billing Details” fields of the Agency’s dedicated “Platyform Agency Model and Support Membership” subscription product. This is the first name, last name, signature, organization name, address, email, and phone information initially submitted at checkout.

– (17.1) Policies and Update Procedures –  Each monthly renewal the individual represented in the Agency’s “Billing Details” will be recognized as the responsible and enforceable individual for that monthly period. If this information needs to change at any time the Agency agrees to communicate this change to Platyform appropriately, in a timely manner, and with accurate information. If Platyform becomes aware that the individual and/or business entered in the membership’s “Billing Details” is no longer accurate or relevant to the entity being serviced, Platyform reserves the right to suspend any and all services and/or access at that time until correct information can be provided and appropriately updated with a relevant and enforceable individual and/or business entity in fulfillment with the establishments of this Agreement.

(18) REVISIONS. This Agreement maintains a version log and revision history, updated as appropriate with each revision, and made available in the section below.

Revision History:

#1211-2 (Released: Jan. 25, 2022) –
– Updates to Account Termination and Suspension Policies
– – Updated sub-sections (6.1.1.1 & 6.1.3.1.3)
– – Added new sub-section (6.1.3.1.4)

#1211-1 (Released: Nov. 20, 2021) –
– Initial Version