1. Who this agreement is between
These Terms of Service ("Terms") are a contract between you ("you," "Client") and Xarify, a sponsorship proposal services business based in the Minneapolis–Saint Paul metro area, Minnesota, USA ("Xarify," "we," "us"). They govern your use of the Xarify website at xarify.com and any related services we provide.
By using this website, submitting a form, or engaging Xarify under a Statement of Work, you accept these Terms. If you don't accept them, please don't use the site.
2. What Xarify does
Xarify is a done-for-you sponsorship proposal agency. We build custom decks, narrated walkthroughs, SEO-ready proposal sites, and a 4-step prospect capture engine for events, nonprofits, and creators. We are not a software-as-a-service product. We do not sell self-serve accounts, hosted apps, or downloadable software licenses.
3. Statements of Work and fees
Each engagement is governed by a written Statement of Work ("SOW") signed by both parties. The SOW describes the scope, deliverables, milestones, fees, and timeline. Where these Terms and the SOW conflict, the SOW controls for that engagement.
Fees are quoted on a per-engagement basis after the 4-step capture form is completed and an audit call has been held. We may require a deposit before work begins. Late payments more than 30 days past due may pause work until the balance clears.
4. Revisions and acceptance
Each SOW includes two structured rounds of revisions on each major deliverable (deck, narrated walkthrough, proposal site). Additional revision rounds are billed at the rate stated in the SOW. Deliverables are deemed accepted 10 business days after delivery unless you submit a written revision request within that window.
5. Your responsibilities
- Provide accurate information about your event, audience, finances, and sponsorship history.
- Provide approvals, feedback, and assets within the timelines stated in the SOW. Repeated delays from your side may extend the project deadline by an equal number of days.
- Hold rights to (or have permission for) any logos, photos, video, music, copy, or data you give us to incorporate into your deliverables.
- Comply with applicable law in how you use the deliverables, especially when contacting potential sponsors (see our Anti-Spam Policy).
6. Hosting and the proposal experience
The proposal experience itself — the capture engine, narrated welcome page, and proposal site infrastructure — stays hosted with Xarify for as long as you remain an active client. This is intentional: the engine, automation, and templates are part of Xarify's proprietary system, not standalone software we license to you.
If you cancel or your engagement ends, we will hand off your brand assets — logo files, hero photography, copy doc, and brand color values — so you keep everything that's about your event. We do not hand off the capture engine source code, automation scripts, email infrastructure, or proposal-site templates.
7. Intellectual property
Your IP stays yours. Logos, brand marks, photography you supplied, your event name, and any pre-existing content you provide remain your property.
Xarify's IP stays Xarify's. The capture engine, automation pipeline, narration system, page templates, design system, and any code we wrote before or outside your engagement are Xarify's intellectual property. You receive a non-transferable license to use the deliverables for your event during the engagement.
New work created for you. Custom deck slides, custom written copy, and brand assets we create specifically for your event are licensed to you for your event, in perpetuity, on a non-exclusive basis.
8. Confidentiality
Both sides agree to keep non-public information shared during the engagement (financials, sponsor lists, donor data, internal strategy) confidential, except as required by law or in published case studies that you have approved in writing.
9. Outcomes and disclaimers
We do not guarantee specific sponsor responses, dollar amounts raised, or sponsorship close rates. Outcomes depend on factors outside our control: your relationships, outreach cadence, market conditions, and the quality of your sponsor list. We deliver a finished proposal experience and a system; you and your team carry it across the finish line.
The website and any free resources (blog posts, templates, calculators) are provided "as is" without warranty of any kind, express or implied.
10. Limitation of liability
To the fullest extent allowed by law, Xarify's total liability for any claim arising from or related to an engagement is limited to the fees you paid Xarify under the SOW giving rise to the claim during the 6 months immediately preceding the claim. Xarify is not liable for indirect, incidental, special, consequential, or lost-profit damages.
11. Indemnification
You agree to defend and indemnify Xarify against third-party claims arising from (a) materials you supplied to us, (b) your use of the deliverables, or (c) your communications with sponsors or donors, unless the claim arose directly from Xarify's gross negligence or willful misconduct.
12. Suspension and termination
Either side may end an engagement with written notice for material breach if the breach isn't cured within 14 days. We may suspend work if invoices are 30+ days overdue. On termination, you pay for work performed through the termination date and we hand off your brand assets per Section 6.
13. Governing law
These Terms are governed by the laws of the State of Minnesota, USA, without regard to its conflict-of-laws rules. The exclusive venue for any dispute is the state or federal courts located in Hennepin County, Minnesota, and both parties consent to personal jurisdiction there.
14. Changes to these Terms
We may update these Terms from time to time. Material changes will be reflected by updating the "Last updated" date and, where the change affects active engagements, by emailing the contact on file. Continued use of the site after the update means you accept the revised Terms.
15. Contact
Questions about these Terms? Reach us through our contact form. Xarify, Minneapolis–Saint Paul, Minnesota, USA.