Service Agreement.

1. Parties and Effective Date

This Agreement is between iWeb Concepts LLC (Provider) and the Client identified above or in an accepted Service Order. The effective date is the date Provider accepts the Client's signed order in writing. Provider may use employees, affiliates or qualified subcontractors to perform services, while remaining responsible for its obligations. No affiliate is a contracting party unless it separately signs this Agreement.

2. Orders and Scope

A Service Order means Exhibit A or another written scope accepted by both parties identifying services, tiers, quantities, fees and term. Provider reviews online orders and confirms final scope before invoicing. Changes to scope or pricing require Client's written approval. An unaccepted or declined order creates no payment obligation. Provider issues the first invoice by the next business day after acceptance; work begins after payment and receipt of necessary onboarding materials.

Website descriptions, examples, starting prices and representative results describe typical offerings and do not add deliverables to an accepted order. This Agreement controls unless a signed Service Order expressly identifies a provision it overrides. Client purchase order terms do not apply unless Provider expressly accepts them in writing.

3. Changes and Exclusions

Extra services, additional channels, locations, users, revisions or integrations require a written change order stating price and schedule. Unless included, services exclude on-site filming, extensive website rebuilds, custom software, legal advice, regulatory certification and ongoing support for one-time projects. Provider will not incur undisclosed third-party charges on Client's behalf.

4. Fees, Invoicing and Payment

Every invoice is issued 15 days before its due date and must be paid within 15 days of issuance. Recurring monthly fees, including fees under a 12-month service, are billed in advance and are due on the 1st day of each service month; the invoice for each month is issued on the 15th day of the preceding month (for example, the invoice for a month due on the 1st is issued on the 15th of the month before). The first invoice, covering approved one-time project fees and the first service period, is issued by the next business day after acceptance and is due within 15 days of issuance unless the Service Order states otherwise. Client owes the accepted recurring fees, approved one-time charges, disclosed usage charges and applicable taxes. Payment by card or ACH requires separate payment authorization; signing this Agreement authorizes invoicing, not unrestricted account debits.

Client must raise invoice disputes promptly with supporting details and pay undisputed amounts when due. Provider will investigate in good faith. If an undisputed balance remains unpaid after written notice and five business days to cure, Provider may pause affected services. Provider may suspend immediately where necessary to stop unlawful activity or a material security threat, and will notify Client as soon as reasonably practicable. A pause does not erase earned fees or third-party commitments. No late fee or collection surcharge applies unless expressly agreed and lawful.

5. Monthly Terms and Cancellation

Month-to-month services automatically renew monthly. Either party may cancel with 30 days' written notice to the notice email stated in this Agreement. Cancellation takes effect 30 days after receipt or on a later date stated in the notice. Fees for a service month already commenced are not refundable for convenience cancellation; no new full-month fee is charged solely for a partial notice period, which is prorated if needed. Fees remain payable for services provided through termination.

For a 12-month service, the initial term is 12 consecutive months beginning on the service start date in the Service Order. Monthly service fees receive a 15% discount from the agreed month-to-month baseline, subject to the exact accepted price and rounding stated in the order. One-time projects receive no term discount. Different services may have different terms if individually identified.

Client may end a 12-month service early with 30 days' written notice. For convenience cancellation, Client must repay only the cumulative discount actually received through the termination date, plus earned unpaid fees and approved noncancelable third-party commitments. Discount repayment equals the agreed undiscounted baseline less the discounted fee actually charged for each elapsed billing period. Future unused months are not accelerated. No discount repayment applies when Client terminates for Provider's uncured material breach or Provider ends services for its own convenience.

After the initial 12 months, services continue month-to-month at the disclosed month-to-month rate unless both parties agree to another fixed term. Provider will give at least 30 days' written notice of any rate change; a fixed-term service rate remains unchanged during that term, apart from approved scope changes and disclosed variable usage or third-party charges.

6. Breach and Project Cancellation

Either party may terminate for material breach not cured within 15 days after written notice describing the breach. Unlawful activity or a serious ongoing security threat may justify immediate termination where a cure is not reasonably practicable. For a canceled one-time project, Client pays for documented work performed and approved nonrecoverable commitments, capped at the accepted project price. Provider refunds any remaining unearned prepayment within 30 days. If Provider ends a prepaid service without Client breach, it refunds the unused service portion.

7. Marketing and Creative Services

SEO may include audits, keyword research, on-page optimization, local visibility work and reporting. Content, social media, branding and email services are limited to the formats, channels, quantities and cadence in the Service Order. Longer content, video production and additional revision rounds must be specified. No ranking, traffic, review volume, lead volume, sales or revenue outcome is guaranteed. Provider will perform the agreed work with reasonable professional care.

Provider submits content for Client approval before publication. Silence is not approval. Client supplies consolidated feedback within five business days unless otherwise agreed. A standing approved calendar, template or automated response policy may authorize publication within its specified limits. Corrections to Provider's failure to meet the accepted brief do not consume paid revision rounds. Other revisions are limited to the number in the Service Order.

Reputation services solicit authentic feedback and may assist with responding to or reporting reviews. Provider does not create fake reviews, purchase favorable reviews, improperly filter requests to suppress negative feedback or guarantee review removal. Listings synchronization is limited to supported directories and selected locations; after cancellation, listings may remain visible without ongoing synchronization.

8. Advertising and Lead Generation

Google Ads and paid social management fees are separate from advertising spend. Client pays media budgets directly to advertising platforms. Where selected, management starts at $100 plus 10% of monthly ad spend per accepted service, or the accepted 12-month discounted equivalent. Exhibit A must specify each platform, budget cap, fee formula, and whether the percentage uses actual billed media spend. Provider must obtain written approval before increasing a budget cap.

Client owns its advertising accounts and authorizes Provider to administer them within the accepted scope. Provider cannot control auction prices, platform approvals, attribution, algorithm changes or account suspensions. Lead generation, landing pages and automation projects require defined deliverables, acceptance criteria and dependencies. Approximate launch dates are estimates unless expressly made binding in the Service Order. Leads are not guaranteed to be qualified buyers or exclusive unless expressly agreed.

9. Growth Platform and Add-ons

Growth Platform access is a subscription license for authorized users during the paid term. Self-Serve includes access and the support stated in the order; Managed includes only the configuration and ongoing management specified there. Platform ownership, source code and third-party software licenses are not transferred. Provider does not promise continuous availability or an uptime service level unless separately agreed.

Selected add-ons may include AI Receptionist, phone and texting, A2P registration, listings sync, AI review replies, managed WordPress hosting, WhatsApp, courses and community, and email list cleaning. The order must state allowances, overage rates, setup charges, users, locations and dependencies. Provider gives advance notice before additional usage charges and obtains approval for undisclosed rates. Carrier registration, number availability and porting depend on third parties; registration does not create consent to contact recipients.

For hosting, the order must specify updates, backup frequency and retention, restoration support and exclusions. Client keeps an independent copy of important content and data. Hosting does not guarantee immunity from attacks. Courses and community services do not make Provider the seller of Client's offerings or responsible for Client's participant refunds, fulfillment or taxes.

10. Client Duties and Communications Compliance

Client supplies accurate business details, brand assets, account access and timely approvals through secure channels. Client warrants it has rights to materials provided and authority over accounts it directs Provider to manage. Client remains responsible for its products, offers, professional licensing, pricing and factual claims. Provider remains responsible for its own conduct and must not knowingly publish unlawful material. Client delays may reasonably extend schedules; Provider will identify affected work and revised timing.

Each party must comply with laws applicable to its activities, including CAN-SPAM, the TCPA, applicable state telemarketing and privacy requirements, and platform rules. Client supplies documented consent where required, lawful contact lists, accurate sender details and required disclosures. Provider configures agreed unsubscribe and suppression controls and honors opt-outs within applicable deadlines. Neither party may ignore revocation or suppression records. The parties will define responsibility for do-not-call screening, contact hours, consent records and list maintenance before campaigns launch. This Agreement does not transfer either party's statutory responsibilities to the other.

Client must approve AI assistant instructions, escalation rules and any authority to schedule or respond. AI outputs may be inaccurate and require appropriate supervision. AI assistants may not make binding promises, provide regulated advice or take payments beyond approved permissions. Required AI, call-recording and monitoring disclosures and consent must be addressed before activation. Sensitive health, payment card or other regulated data may not be uploaded until the parties approve appropriate security and any required separate agreement.

11. Ownership and Permitted Use

Client retains its business accounts, domains, customer data and supplied materials. Provider uses them only to perform agreed services. Upon payment of the fees attributable to a deliverable, Provider assigns to Client its transferable rights in final custom content and designs created specifically for Client. Provider retains pre-existing tools, reusable templates, know-how and proprietary processes. To the extent those materials are embedded in a paid deliverable, Provider grants Client a perpetual, nonexclusive license to use them as needed to use that deliverable.

Third-party software, fonts, stock media and other licensed assets remain subject to their license terms, which Provider will identify where they restrict Client's intended use. Source files, drafts and platform configurations are included only if the order says so. Provider will not use Client's name, logo, confidential results or work in public case studies without written permission.

12. Confidentiality and Data Handling

Each party protects nonpublic information using reasonable safeguards and restricts access to people who need it and are bound by confidentiality duties. Exclusions cover information lawfully public, independently developed, already known or lawfully received from another source. Compelled disclosure is limited to what is legally required, with advance notice where permitted. Trade secrets remain protected while legally qualifying as such; other confidentiality duties survive termination for three years.

Provider processes Client customer data only to deliver authorized services, using necessary service providers subject to appropriate safeguards. Provider will not sell Client customer data. Each party must promptly notify the other of a confirmed security incident affecting shared data, cooperate in mitigation and satisfy its own legal notification duties. Additional data processing or regulated-data terms must be signed when required.

13. Service Handoff

On termination, Provider stops new campaigns as directed, removes its access when no longer needed and reasonably assists with exporting Client data and transferring Client-owned accounts and domains. Client should request export before termination or within 30 days afterward. Provider provides one standard export of available Client data without an export fee; custom migrations require an approved quote. Provider will not withhold pre-existing Client data or accounts to secure payment. Transfers of unpaid custom deliverables may await payment of the associated fees.

Hosted pages, automations and licensed features may cease working when subscriptions end. Provider will identify known portability limits and coordinate number porting where supported. After the export period, Provider may delete Client data from active systems unless law requires retention, subject to ordinary backup cycles and confidentiality obligations. Provider may retain limited billing and dispute records. Client should arrange replacement hosting and services before termination.

14. Warranties and Liability

Provider warrants professional and workmanlike performance consistent with the accepted scope. Client must identify a material deficiency promptly; Provider will reasonably correct it at no added fee. If Provider cannot cure a material breach within the applicable cure period, Client may terminate and receive a refund of unearned fees. Except as expressly stated and to the extent permitted by law, Provider disclaims implied warranties of merchantability and fitness for a particular purpose. Third-party services are subject to their own terms.

To the fullest extent permitted by law, Provider's aggregate liability arising from this Agreement is limited to fees paid by Client for the affected services during the three months preceding the event giving rise to the claim. For a one-time project, the cap is the amount paid for that project. Neither party is liable for indirect, incidental, special or consequential damages, including lost profits. These limits do not excuse payment obligations and do not apply to fraud, willful misconduct, gross negligence or liability that cannot legally be limited.

15. Disputes and General Terms

The parties first attempt in good faith to resolve a dispute through their authorized representatives for 15 days after written notice, without delaying urgent relief or mandatory filing deadlines. Florida law governs, excluding conflict-of-law rules. Subject to mandatory jurisdiction requirements, disputes will be brought in courts of competent jurisdiction in St. Lucie County, Florida. Each party bears its own legal fees unless applicable law or a separate written agreement provides otherwise.

Neither party is responsible for delays caused by events reasonably beyond its control, but must promptly notify the other and mitigate impacts. This does not excuse earned payment obligations. If such an event prevents substantial performance for more than 30 days, either party may terminate the affected services with an accounting for earned fees and unused prepayments. The parties are independent contractors. Neither may assign this Agreement without consent, except to a business successor that assumes its obligations. This Agreement and accepted orders are the entire agreement; amendments require mutual written acceptance. An unenforceable term is severed to the extent necessary. Waivers must be express and do not waive later breaches.

16. Notices and Signatures

Send notices to support@iwebconcepts.com and Client's notice email stated above. Notice is effective on confirmed delivery; bounced email is not notice. Electronic signatures and counterparts are permitted. Each signer represents authority to bind the named party. Electronic acceptance records should retain the signed version, order, signer identity and acceptance timestamp.