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Terms of Service

Effective Date: December 18, 2025

This Terms of Service and Service Contract (the "Agreement") is entered into by and between OneXeroXero Ltd, a British Columbia registered company doing business as Ripe Digital ("Ripe Digital," "we," "us," or "our"), and the entity or individual purchasing services ("Client," "you," or "your").

1. Services Provided

Ripe Digital acts as an agency providing access to specialized talent across three primary tiers:

  • Assistants: Support services provided in recurring monthly blocks.

  • Builders: Project-based technical and creative services.

  • Counsels: Strategic advisory and coaching services.

2. Service Guarantees and Talent Flexibility

A. The 30-Day Assistant Guarantee

If a Client is unsatisfied with the services provided within the first 30 days of their initial Assistant package, they may terminate the Agreement immediately. In such cases, the standard 30-day notice period is waived, and Ripe Digital will refund all unused hours remaining in the package without penalty.

B. Builder Project Satisfaction

If a Client is unsatisfied with the progress or output of a Builder project, they are entitled to terminate the project at any time. Upon termination, the Client will receive a refund for all remaining unused hours in the project block.

C. Talent Reassignment

At any time during the term of service, a Client may request to change their assigned talent (Assistant, Builder, or Counsel). Ripe Digital will work diligently to facilitate a smooth transition to a new team member that better fits the Client’s evolving needs.

3. Hour Usage and Rollover Policies

A. Assistant Packages (Recurring)

Assistant services are sold in monthly blocks of 20, 40, and 80 hours.

  • Rollover: Up to 25% of the total monthly package hours may be rolled over to the following month (e.g., 5 hours for a 20-hour package).

  • Expiration: Rolled-over hours must be used in the immediate following month. They cannot be "banked" or accumulated over multiple months. Regardless of previous usage, the maximum rollover amount remains 25% of the base package.

B. Builder Packages (Project-Based)

Builders operate in "Sprint" (10h), "Stride" (20h), or "Marathon" (40h) blocks.

  • No Rollover: As these are project-specific blocks, standard monthly rollover does not apply.

  • Project Deadlines: Completion dates are agreed upon during the initial consultation between the Client and the Builder.

  • Pausing Projects: Clients may pause a project at any time. Remaining hours do not expire and may be resumed at a later date.

  • Unused Hours: If a project is completed in fewer hours than purchased, the Client may:

    1. Request a refund for the unused hours.

    2. Apply the remaining hours toward a new project with the same or a different Builder.

4. Direct Hire and Non-Solicitation

Ripe Digital invests significantly in sourcing and vetting talent. Clients may only hire Ripe Digital talent directly under the following conditions:

A. Assistant Conversion

Clients may hire an Assistant directly after a period of continuous service through Ripe Digital, provided the account is in good standing:

  • 20-Hour Plan: 12 months of continuous service.

  • 40-Hour Plan: 9 months of continuous service.

  • 80-Hour Plan: 6 months of continuous service.

B. Builder Conversion

A Builder may be hired directly following the same timelines as Assistants, reduced by one (1) month, provided they have successfully completed at least one project block.

C. Counsel Buyout

Counsels/Coaches may be hired directly by the Client for a one-time buyout fee of $6,000 CAD.

5. Intellectual Property (IP)

  • Client Ownership: Upon completion of the project and full payment of all outstanding invoices, Ripe Digital transfers all rights, titles, and interests in the "Output" (deliverables) to the Client.

  • Agency Rights: Ripe Digital and its talent retain all rights to proprietary "Methodologies," internal processes, templates, and pre-existing code used to create the Output.

6. Client Responsibilities

  • Tools and Access: Clients are responsible for providing all necessary software licenses, tools, workflows, and system access required for the talent to perform the work. Any associated costs are the sole responsibility of the Client.

  • Talent Equipment: Ripe Digital talent provides their own computer hardware and high-speed internet connection.

7. Termination and Cancellation

  • Notice Period: Except as provided in the 30-Day Assistant Guarantee (Section 2.A), Clients must provide 30 days' notice to cancel a recurring Assistant package.

  • Mid-Cycle Cancellation: If an Assistant package is cancelled before a billing cycle is complete, any unused hours remaining after the notice period will be refunded to the Client.

8. Limitation of Liability

OneXeroXero Ltd acts as a facilitator of professional services. OneXeroXero Ltd shall not be liable for any indirect, incidental, special, or consequential damages (including loss of profits or revenue) arising out of the services provided by the talent. Liability is limited to the total amount paid by the Client for the specific service block in question.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Any disputes shall be resolved in the courts of British Columbia.

10. Acknowledgment

By purchasing a package or beginning a project with Ripe Digital, you acknowledge that you have read, understood, and agreed to be bound by these Terms.