Commercial contract center · 2026-09-18-draft-1
The contract structure is built before anyone is asked to sign.
These operational drafts connect each RIOS package to its scope, billing, data, implementation, travel, and approval terms.
DRAFT OWNER AND COUNSEL REVIEW
Not open for acceptance yet
RIOS OS Master Subscription Agreement
Every paid, discounted, gifted, founding, rescue, lifetime, or otherwise authorized RIOS business account.
The durable agreement governing access to the RIOS operating system; an order form supplies the account-specific commercial terms.
Parties, authority, and order of precedence
Identify SeVIIen LLC and the subscribing legal entity; require authorized signers; place the signed order form and negotiated addenda ahead of public terms where they expressly differ.
Service and access
Describe the complete core RIOS OS, selected discipline packs, authorized users, capacity, locations, support, previews, availability boundaries, and the rule that staff, leads, client history, archived dogs, and ordinary in-pack workflows are not per-seat or per-record metered.
Fees, taxes, discounts, and third-party usage
State monthly fees, billing cadence, taxes, payment processing, launch offers, the approved 0%/5%/10%/15% continuous-membership schedule, non-stacking recurring discounts, and separately disclosed external or high-volume usage. No API surcharge or paid overage is silent or automatic: the applicable order form must state its allowance, unit, rate, notice threshold, hard stop, and customer approval path before a charge can occur.
Customer responsibilities and acceptable use
Require lawful authority, accurate configuration, staff access management, consent for communications and data, professional review of high-impact decisions, and compliance with applicable law and provider rules.
Data, security, privacy, and confidentiality
Allocate customer-data rights and instructions; incorporate the DPA; state security, incident-notice, confidentiality, subprocessors, portability, retention, deletion, and lawful-disclosure duties.
Term, renewal, suspension, and termination
State the initial term, renewal cadence, nonpayment and safety suspension, cancellation timing, continuous-membership reset after cancellation, offboarding, export, retention, and survival of audit, accounting, safety, and legal records.
IP, feedback, and de-identified information
Keep each party’s pre-existing IP; grant only the licenses necessary to deliver the service; keep tenant data private by default; require a separate governed authorization for any permitted privacy-transformed network contribution.
Warranties, disclaimers, indemnity, liability, disputes, and law
Counsel must finalize service warranties, professional-advice disclaimers, mutual indemnities, liability caps and exclusions, claim procedure, venue, governing law, force majeure, assignment, notices, severability, waiver, amendment, and entire-agreement language.
RIOS OS Order Form
Every subscription or custom Enterprise purchase.
Freezes the exact package, capacity, disciplines, locations, price, discount, effective date, billing facts, and signed exceptions for one customer.
Customer and authority
Legal entity, address, billing contact, authorized signer, account owner, and organization reference.
Package configuration
Starter, Growth, Complete, or Enterprise; active-dog capacity; named service packs; operating-location count; core access; support level; implementation selection; and any approved integrations.
Commercial schedule
Monthly or approved annual charge, start date, payment method, taxes, promotion, recurring discount precedence, loyalty anniversary baseline, metered allowances, overage handling, and one-time credits.
Special access
Gifted, founding, rescue, lifetime, intentionally free, or other nonstandard access must be named explicitly with duration and limitations; silence never removes an existing entitlement.
Incorporated documents and signatures
List the exact version of the Master Subscription Agreement, DPA, applicable SOW, travel addendum, security schedule, and negotiated addenda accepted by each party.
Assisted Onboarding and Migration Statement of Work
Guided Launch and Migration & Optimization.
Turns the selected one-time package into defined deliverables, customer inputs, milestones, acceptance, change control, and handoff.
Scope and deliverables
Name kickoff, discovery, import templates or migration datasets, configuration, workflow mapping, staff training, launch plan, documentation, and the exact excluded work.
Customer dependencies
List data quality, access, decisions, subject-matter review, consent, scheduling, and response deadlines; delays move dates but never authorize unapproved work.
Milestones and acceptance
Define target dates, review windows, objective acceptance criteria, correction process, launch decision, and final handoff.
Fees and change control
State the approved fixed fee, deposit or payment schedule, included revisions, pause/cancellation rule, and a signed change order for added scope.
Business Development Build Statement of Work
Business Development Build engagements.
Defines advisory and implementation work without promising business results or silently authorizing publishing, ad spend, outreach, or commercial changes.
Workstreams
Offer and operating-model review, lead process, follow-up design, website and portal alignment, measurement, implementation, and launch plan.
Decision rights
RIOS may research, draft, configure, and recommend. The customer approves prices, claims, contracts, publishing, communications, advertising, spend, and other high-impact decisions unless a separately bounded authorization says otherwise.
Outcomes and dependencies
State deliverables and measures while disclaiming guaranteed revenue, ranking, lead volume, conversion, or other third-party-controlled outcomes.
Fees, milestones, and changes
State the approved fixed fee, payment schedule, review and acceptance windows, included revisions, dependencies, cancellation, and signed change orders.
On-site Services and Travel Addendum
On-site Business Transformation or any approved in-person work.
Keeps travel scheduling, expenses, safety, cancellations, and on-site responsibilities explicit and pre-approved.
Visit scope and schedule
Name sites, dates, working hours, participants, objectives, remote preparation, on-site deliverables, follow-up, access, safety, and facility rules.
Travel estimate and approval
Itemize economy airfare or approved mileage, reasonable lodging, ground transportation, parking, tolls, and any stated necessary travel-day charge. No non-refundable purchase occurs without written customer approval.
Receipts and reconciliation
Attach receipts, bill actual approved costs unless the order states a fixed allowance, disclose any markup in advance, return unused advances or credit the final invoice, and require approval for over-estimate changes.
Changes and cancellation
Allocate customer-requested changes, provider cancellations, severe weather, illness, safety, rescheduling, non-refundable costs, and force majeure without surprise charges.
Data Processing Addendum and Security Schedule
Customers whose use requires processor terms, including Enterprise and customers handling regulated or higher-risk records.
Documents roles, instructions, security, subprocessors, incidents, rights requests, transfers, deletion, audits, and return of customer data.
Roles, scope, and instructions
Define controller/business and processor/service-provider roles by data flow; identify subjects, data categories, purposes, duration, and documented instructions.
Security and personnel
Describe tenant isolation, least privilege, authentication, encryption, backups, logging, incident response, vulnerability handling, continuity, confidentiality, and personnel access.
Subprocessors and transfers
Maintain a current subprocessor list, purpose and location, notice/change process, flow-down duties, and any required transfer mechanism.
Requests, incidents, audits, and deletion
Define assistance with rights requests, legal demands, security incidents, assessments, return/export, deletion, backup aging, legal holds, and evidence reasonable for the service risk.
Enterprise Requirements and Service Addendum
More than 2,500 active dogs, more than five operating locations, or negotiated organizational, security, support, integration, or implementation requirements.
Captures requirements that cannot safely be implied by a standard plan.
Architecture and organization
Document entities, brands, locations, franchises, data boundaries, identity, SSO, roles, environments, integrations, migration, and reporting.
Capacity, support, and service levels
State contracted capacity, support hours, severity definitions, response targets, maintenance, availability measurement, exclusions, remedies, and escalation.
Security and compliance
Name required controls, evidence, questionnaires, testing, incident obligations, retention, residency, subprocessors, audit rights, and customer responsibilities.
Custom commercial terms
State pricing, term, ramp, implementation, usage allowances, professional services, travel, change control, renewal, and negotiated departures from standard terms.