Wunderkind Service Hours Terms and Conditions
Wunderkind Corpration
Effective Date of Current Policy: August 7, 2026
These Service Hours Terms and Conditions (these “Service Hours Terms”) apply to any Wunderkind order form or other ordering document that references these Service Hours Terms or includes Service Hours (each, an “Order Form”), entered into between Wunderkind Corporation (“Wunderkind”) and the customer identified on the applicable Order Form (“Company”). These Service Hours Terms are incorporated into, and form part of, each such Order Form. Capitalized terms used but not defined in these Service Hours Terms have the meanings given to them in the applicable Order Form or in the governing services or platform agreement between Wunderkind and Company referenced in that Order Form (the “Agreement”). Wunderkind may update these Service Hours Terms from time to time as described in Section 9 (Updates to These Service Hours Terms).
1.Professional Services
“Professional Services” means implementation assistance, campaign strategy, optimization, creative support, reporting assistance, technical consulting, and other advisory or delivery services generally provided by Wunderkind in connection with its platform offering (the “Services”). Professional Services may include, but are not limited to, the following categories. This list is illustrative and non-exhaustive, and it does not commit Wunderkind to any specific deliverable, milestone, or outcome:
- Campaign strategy and planning
- Creative and copy development and support
- A/B testing and optimization
- Implementation and onboarding assistance
- Customer reporting and insights
- Frequent client strategy connects and check-ins
- Technical consulting and ESP/SDK integration support
- Other services mutually agreed in writing between Wunderkind and Company
Wunderkind is not obligated to provide any service that is not reasonably within these categories or otherwise mutually agreed in writing. If Company requests work outside these categories, the parties will document the additional scope in a separate proposal, statement of work, or Order Form before Wunderkind begins that work.
Nothing in these Service Hours Terms characterizes the Platform, or any component of it, as operable by Company without Wunderkind’s involvement. The mix and level of Professional Services Company requires may change over time as Wunderkind’s platform capabilities evolve, but no such change is implied or effected by these Service Hours Terms alone.
2.Service Hours; Purchase and Allotment
The applicable Order Form states the number of Service Hours included per month (the “Service Hours”) and the fee for those Service Hours, which is included in the Monthly Services Fee (or equivalent fee) stated on the Order Form. Service Hours are not sold, purchased, priced or banked separately from that fee, and Wunderkind does not offer a separate bulk pre-purchase mechanism for Service Hours as a baseline matter. Wunderkind performs Professional Services using the included Service Hours as part of its ongoing delivery of the Services to Company. The fee for included Service Hours is a fixed amount for each month of the Term, does not vary based on Company's utilization of the Service Hours in any month, and is not contingent on the delivery or completion of any specific project, deliverable, or outcome, in each case regardless of the invoicing frequency or payment schedule stated on the applicable Order Form. Wunderkind’s tracking and reporting of Service Hours usage is in fifteen (15)-minute increments. The Service Hours allotment stated on the Order Form is the sole included mechanism for Wunderkind-provided Client Success and Professional Services support in a given month; Wunderkind does not provide open-ended or uncapped support outside that allotment absent an approved Overage under Section 4.
3. Use of Service Hours; Expiration
Service Hours are valid solely for the calendar month in which they are made available. Any Service Hours not used by Company in a given month expire at the end of that month and do not roll over, accumulate, or apply to any subsequent month. Service Hours are non-refundable and non-creditable, and fees paid for unused Service Hours are not subject to refund, credit, or offset. Expiration of unused Service Hours does not reduce, refund, or credit the fee for that month, which Wunderkind fully earns by standing ready to perform the Services throughout the month.
If the Term begins or ends on a date other than the first or last calendar day of a month, Service Hours for that partial calendar month are prorated on a daily basis: the monthly Service Hours allotment stated on the Order Form is multiplied by a fraction, the numerator of which is the number of calendar days within the Term falling in that month and the denominator of which is the total number of calendar days in that month, rounded to the nearest fifteen (15)-minute increment consistent with Section 2. Prorated Service Hours for a partial month are tracked, expire, and are otherwise subject to this Section 3 on the same calendar-month basis as full months. The fee for that partial month is prorated using the same fraction, applied to the Monthly Services Fee (or equivalent fee) stated on the Order Form; no additional proration language or calculation in the Order Form is required for this proration to apply.
4. Overages
If Company’s requested Services in any month would exceed the available Service Hours (“Overage Hours”), Wunderkind will notify Company in writing before performing any work that would result in Overage Hours. Wunderkind will not perform or invoice Overage Hours unless and until Company approves the additional work in writing (email sufficient). Absent that approval, Wunderkind will pause the applicable work until the earlier of Company’s approval or the start of the next calendar month, at which point Company’s then-current monthly Service Hours allotment will apply.
Company may instead pre-approve anticipated Overage Hours for a given month in writing (email sufficient). Approved Overage Hours, whether approved in advance or in response to a specific notice, are invoiced at the Overage Rate stated on the applicable Order Form, monthly in arrears, due on the payment terms stated in the Order Form or Agreement. Overage Hours are counted toward the month in which the work is actually performed, and Wunderkind will act on Company’s approved requests within a commercially reasonable time based on Wunderkind’s then-current staffing and capacity. Overage Hours represent a separate purchase of additional Services and do not modify the Service Hours included in the applicable fee or create a recurring obligation of Wunderkind beyond the specific Overage Hours approved and delivered. Wunderkind does not perform uncompensated (“free”) work absent a deliberate, approved exception.
5.Intellectual Property Ownership
Wunderkind’s performance of Services using the included Service Hours may, but is not required to, result in Deliverables (defined below). This Section 5 governs ownership of any Deliverables that Wunderkind actually creates and delivers to Company; it does not modify Section 2’s statement that the fee for included Service Hours is fixed and is not contingent on the delivery or completion of any specific project, deliverable, or outcome, and nothing in this Section 5 obligates Wunderkind to create, deliver, or complete any particular Deliverable.
Deliverables. Subject to Company’s payment in full of the applicable fees, and except to the extent they incorporate Wunderkind IP (defined below), Wunderkind assigns to Company all right, title, and interest in the final creative assets, copy, reports, and other work product that Wunderkind creates specifically for Company as part of the Services and delivers to Company (“Deliverables”), it being understood that Wunderkind is not obligated to create or deliver any particular Deliverable. This assignment does not include, and Company acquires no ownership interest in, the Platform, Wunderkind’s underlying software, or any Wunderkind IP.
Wunderkind IP. Wunderkind retains all right, title, and interest in and to: (a) the Platform and all underlying software, source code, algorithms, and technology; (b) Wunderkind’s pre-existing tools, templates, frameworks, methodologies, playbooks, and processes; and (c) any general knowledge, skills, techniques, and know-how that Wunderkind develops or uses in performing the Services, including improvements to any of the foregoing, whether developed before, during, or after an engagement with Company (collectively, “Wunderkind IP”). To the extent any Wunderkind IP is incorporated into a Deliverable, Wunderkind grants Company a non-exclusive, non-transferable, royalty-free license to use that Wunderkind IP solely as embodied in the Deliverable and for Company’s internal business purposes. Nothing in these Service Hours Terms restricts Wunderkind from using Wunderkind IP, or from using the general knowledge and experience gained in performing Services for Company, in providing services to other clients, provided Wunderkind does not disclose Company’s confidential information in doing so.
6.Independent Contractor Status
Wunderkind is an independent contractor in performing the Services. Wunderkind’s personnel who perform Services are employees, agents, or subcontractors of Wunderkind, not employees, agents, partners, or joint venturers of Company. Nothing in these Service Hours Terms or an Order Form creates an employment, agency, partnership, or joint venture relationship between Company and Wunderkind or any Wunderkind personnel. Wunderkind personnel are not eligible for, and Company has no obligation to provide, any employee benefit, insurance, or other entitlement that Company provides to its own employees. Each party is solely responsible for its own personnel, including their compensation, benefits, withholding, and applicable employment, payroll, and tax obligations. Neither party has authority to bind the other or to make representations or commitments on the other’s behalf, except as expressly authorized in writing.
7.Disclaimer Regarding Services and Deliverables
Wunderkind will perform the Services in a professional and workmanlike manner consistent with industry standards. Except as expressly set forth in the Agreement, the Services and Deliverables are provided on an “AS IS” basis, and Wunderkind makes no warranty, express or implied, regarding the Services or Deliverables, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement, to the extent not already addressed in the Agreement. Without limiting the foregoing, Wunderkind does not guarantee any specific business outcome, result, or metric from the Services or any Deliverable, including any particular level of revenue, conversion rate, return on ad spend, engagement, ranking, or other performance metric. Deliverables are prepared based on information, direction, brand guidelines, and materials that Company provides or approves, and Wunderkind is not responsible for inaccuracies or omissions in Company-provided information or for Company’s use of a Deliverable in a manner Wunderkind did not approve. This Section 7 supplements, and does not limit or expand, the warranty, disclaimer, and limitation of liability provisions of the Agreement.
8.Relationship to the Order Form and the Agreement
These Service Hours Terms govern the Service Hours-specific mechanics described above. The applicable Order Form governs deal-specific commercial terms, including the number of included Service Hours and the Overage Rate. The Agreement governs general legal terms applicable to the overall relationship between Wunderkind and Company, including confidentiality, indemnification, limitation of liability, and data protection. If there is a conflict: (a) the Order Form controls as to the number of included Service Hours and the Overage Rate; (b) the Agreement controls as to the general legal terms described above; and (c) these Service Hours Terms control as to the Service Hours mechanics described in Sections 1 through 7, in each case unless the Order Form expressly states otherwise.
Updates to These Service Hours Terms
Wunderkind may update these Service Hours Terms from time to time, including to reflect changes in how Wunderkind delivers Professional Services. Updates apply prospectively from the date Wunderkind posts the updated Service Hours Terms at the URL referenced in the applicable Order Form. Wunderkind will use commercially reasonable efforts to notify Company of material updates. If Company continues to use Service Hours after an update takes effect, Company is deemed to have accepted the update; this does not limit any right Company separately has under the Agreement to object to a material adverse change.