This master service agreement outlines the terms and conditions you (Client) accepts in doing business with us (Designer):

• 1.  Services. The term “Services” shall mean any product, programming, software, or training provided by Designer to Client. Designer reserves the right to change or modify this agreement upon email notification to Client. If Client does not agree with the revised terms of the master service agreement, Client will immediately cease use of the Services and notify via email Designer at support@sitepal.ai to cancel their services.
• 2. Charges. Client agrees to pay Designer the fees set forth on the applicable Schedules. Charges for any services including but not limited to, website, marketing, application software, custom programming application software, software support services, and training provided by Designer to Client. Charges will be billed to Client’s credit card monthly.
  
  1. 2.1        Client Training.  Designer will provide support by phone or email at Designers Discretion, in some cases for a fee.
• 4. Use of Services and Training. Client assumes exclusive responsibility for its use of the services provided by Designer. Client agrees, except as otherwise permitted by Designer in writing, that Client will use the Services for its own internal business purposes and will not sell, lease or provide, directly or indirectly to any third party. Client agrees to comply with all applicable state and federal laws, including but not limited to advertising, privacy and consumer disclosure laws. Designer, or its designee, will provide reasonable amounts of telephone or email support (for a fee in some cases) for Services at Designers discretion, to keep the Services in good working order so long as Client: (1) makes timely payment of fees as invoiced; (2) maintains an operating environment conforming to this agreement; (3) allows Designer complete and safe access to the Programs and Services.
  
  1. 4.1        Changes and Disconnection.  Client must provide written notice to Designer by email to support@sitepal.ai to request a disconnect, move or change any Service. No pro rata refunds will be provided. A fee to transfer domain names to another account, or move other services may be charged by Designer. Once a domain name is transferred to Client account, the Client assumes all responsibility for the domain name including payment for the domain name and associated services. Not all Services, including our platform, the website, and application software, can be transferred once your domain name has been transferred, and some Services may become non-functional.
  2. 4.2        Newsletter Services.  Client understands that Designer relies upon third parties to provide application software Services and that any interruption, delay or discontinuance in these third parties’ services to Designer may result in an interruption, delay or discontinuance of such services to Client. Client represents that the list of email addresses used in any electronic form in our services was and will be obtained in a legal manner and that all individuals have agreed to receive marketing messages from Client. Client also agrees that if any person chooses to no longer receive an electronic communication from Client, Client will immediately remove such email address(es) from the email distribution list for any future communications. Client agrees not to: (a) transmit viruses, computer code, or any other software that might harm the function of computers, networks or other devices; (b) harm minors in any shape or form; (c) upload or send content that the Client is not authorized to do so; (d) send or transmit any content that may threaten, abuse, harass, use vulgar language in its content, or cause invasion of another’s privacy. Client agrees to newsletter fees of $0.01 per email address sent in an email campaign with a $5 minimum charge.
  3. 4.3        Client Acknowledgements. Client acknowledges that processes used by Designer may be proprietary and confidential and that some Services may take longer than 60 days after the start date of Services to achieve results, including but not limited to the publishing of websites or microsites for public view. Client acknowledges that Designer may make purchases on Clients behalf necessary to carry out marketing or strategic business plans mutually determined by Client and Designer. Client grants Designer the ability to act as its agent with third party providers for the purpose of registering domains and enrolling services related to the successful operation of Services. In order to support future Services and technology Client acknowledges that modifications to existing Services either (1) provided by Designer; or (2) provided by Client or a third party; may be required from time to time by mutual consent of the parties in the course of ongoing business. Designer makes no guarantee or claims with respect to specific keyword usage, number of visits, reason for visitation to Client’s website, sales, or conversions. Demand and other factors beyond Designers control are large factors in the return on investment, website visits, etc. Designer shall make postings, remarks, comments and other types of communication on websites publicly on Clients behalf. Client authorizes Designer to act as Client’s authorized representative for the sole purpose of registering Client and agreeing, on Client’s behalf, to the applicable terms of use on any websites, social media sites, and software. Promptly after the discontinuation of Services Client shall return all software to Designer or will be completed deleted, erased or destroyed by Client in accordance with Designer’s instructions. In the event Client does not comply with the terms herein or violates the use of any licenses or programs for its intended purpose, Designer may at its discretion, terminate Services immediately and the full contract amount will be due and payable with no further obligation of Designer to support Services. Digital Advertising and Retainment Programs are the property of Designer and in the event of any termination or cancellation of these services Client will return all application software and will disable and remove any programming installed on client site(s). Not all domain names are available for purchase. Some domains names are available for purchase but have higher fees than others. Designer has the right to charge Client an additional registration fee for any domain name Designer deems necessary. Domains are not guaranteed to be available and are registered on a first come, first serve basis. Domain names remain the property of Designer until all fees paid to Designer are made by Client.
• 5. Confidentiality of Information and Security. Designer will take reasonable precautions to prevent the loss of or alteration of any files, but Designer cannot guarantee against any such loss or alteration. Accordingly, Client will keep copies of all documents and files as backup for Client use.
  
  1. 5.2        Security. It is important to us that the integrity and security of your services remain in a sound place. We frequently review our security measures and policies to ensure a safe environment for your services and its’ information. However, from time to time we may need to restart your server to install new security updates. These updates are usually performed after midnight and before 6am. In the event your server will incur downtime other than these times, we will make a best effort to notify you via email. In no event will Designer be liable to you for any lost profits, lost savings, or other incidental or consequential damages arising from the Services. Client shall be responsible for keeping their Services up to date with the latest security patches and using hardware firewalls and antivirus software on all devices on the network. Designer may at anytime terminate Clients Service if their Services becomes unsafe, insecure, or violates any laws of the United States. Designer will not monitor your network or Services for problems or security issues. It is Clients responsibility to monitor their network and services.We reserve the right to terminate Hosting Services at any time and for any reason upon 15 days prior written notice to you, or immediately if offensive or inappropriate content (in our sole opinion) is maintained in such website. Hosting fee’s may change from time to time. We do not support third party programs such as Microsoft Outlook, etc. for email hosting services. Client is responsible for configuring your email accounts to work as desired.
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• 7. Ownership. Ownership of website design or programming, our platform, graphic design, intranet, databases or other Services stated herein is the property of Designer.
• 8. Money Back Guarantee. Designer shall provide a 14 day money back guarantee on Essential, Business, and Premier Plans commencing with the date and time of signup. A minimum domain name registration fee of $25 shall apply to Client for domain names registered on Clients behalf, this fee will be deducted from any monies returned to Client. To request a money back guarantee, Client shall email support@sitepal.ai before the expiration of the guarantee.
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GENERAL TERMS AND CONDITIONS

All of our services are scheduled on a first come first serve basis.  When we begin working on a project and the client puts that project on hold, it will then need to be re-scheduled for work at a later date. Any project that is put into a hold status for 7 days or more will be charged to your card on file for the amount of work performed to that date. If information concerning the project is needed, but not received from client for more than 7 days, an invoice for the work completed will be billed to client and payable and the project will be deemed complete.

For Professional, Commerce, and Corporate Plans our designers will build the website using stock photos and AI generated content. Designer will then provide a link to the website for Client to make their own changes or alterations through the use of the backend website editor. When Client has completed their own alterations, they will need to contact Designer support to launch the website for public view. Designer may make changes or alterations to the website on Clients behalf, for a fee.

Thereafter, additional jobs/projects will be invoiced and due within 10 days of the invoice date. New projects or work may not be performed if a delinquent account occurs. A 1.5% late fee will apply to all delinquent accounts with a minimum charge of $25.00 (but in no event more than the highest interest rate allowable by law). Any unpaid invoices dated beyond 10 days that have not received full payment, may result in service disconnection. A reconnection fee of $50.00 may apply. All deposits, one-time fees, and pre-payments are non-refundable. We reserve the right to amend our billing late charges, and procedures at anytime.

Should we take legal action to collect any amounts due under this agreement, we shall be entitled to recover reasonable attorney fees and expenses incurred in connection with such legal action.

This agreement and the Schedules hereto may not be assigned by Client, without Designer’s prior written consent. Designer may in its sole discretion assign or delegate all or any part of its rights and/or obligations under this agreement or any Schedules to any of its affiliates or to any third party. This agreement and the Schedules hereto shall be binding upon and shall inure to the benefit of Designer and Client and their respective successors and permitted assigns.

You shall be responsible for and represent and warrant that you have the right to all content of your website and information you provide to us for inclusion in our services and your website, and that such content and information will not materially violate or infringe the rights of any third party.  In the event of any claim by any third party against us arising out of a breach of your warranty, you shall defend, indemnify and hold us harmless from such claims and any related demands, losses, expenses (including legal expense), suit or action in connection therewith.

Liquidated Damages/Refund. The parties recognize the difficulty of ascertaining damages to Designer resulting from premature termination of this Agreement, and have provided for liquidated damages, which liquidated damages represent the parties’ best estimate as to the damages arising from the circumstances in which they are provided and which are only damages for the premature termination of this Agreement, and not as a penalty or as damages for breaching this Agreement or in lieu of any other payment.  If this Agreement is terminated other than for Designer willful misconduct, Client will pay Designer, within 10 days of termination, an amount equal to the amount(s) payable under Paragraph 2. If Client has pre-paid or deposited any sum with Designer, Designer shall retain such sum and offset the liquidated damage amount due under the immediately preceding sentence. There will be no refunds for any payments made regardless of the subsequent service provided or whether such service has met the expectations of the Client. In the event of a credit card fee chargeback by a Client, Designer will rebuke the chargeback with securely documented information proving the validity of the charge. The Client will then become liable for all associated chargeback and service fees and penalties – plus an additional amount of not less than one hundred dollars in each instance for administrative fees.

FOR THE AVOIDANCE OF DOUBT, CLIENT SHALL NOT BE ENTITLED TO ANY REFUND OF AMOUNTS PAID TO OR DEPOSITED WITH DESIGNER, EXCEPT AS RESULTS FROM DESIGNER’S WILLFUL BREACH OF THIS AGREEMENT.

IN NO EVENT SHALL WE BE LIABLE TO YOU UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL THEORY FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF USE OR LOSS OF PROFITS, IN ANY ARISING OUT OF OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT.

OUR LIABILITY TO YOU WILL NOT, FOR ANY REASON, COLLECTIVELY EXCEED THE AMOUNT ACTUALLY PAID TO US UNDER THIS AGREEMENT. IN THE EVENT DESIGNER FAILS TO SUCCESSFULLY PROVIDE THE SERVICES PURSUANT TO THIS AGREEMENT OR ANY SCHEDULES RELATED HERETO, OR IN THE EVENT OF ANY OTHER FAILURE, TECHNICAL OR OTHERWISE, OF DESIGNER’S SERVICES PURSUANT TO THIS AGREEMENT OR ANY SCHEDULES RELATED HERETO, THEN THE SOLE LIABILITY OF DESIGNER TO CLIENT FOR SERVICES SHALL BE LIMITED TO, AT DESIGNER’S SOLE DISCRETION, (1) A PRO RATA REFUND OF SERVICE FEES PREVIOUSLY PAID BY CLIENT REPRESENTING THE UNDELIVERED SERVICES OR (2) EXTENTION OF THE TERM OF THIS AGREEMENT.

OUR SERVICES AND PRODUCTS ARE ESSENTIAL TO BUSINESS OPERATIONS. WE RECOMMEND THAT YOU PURCHASE BUSINESS INSURANCE TO COVER ANY LOSS THAT MAY OCCUR FROM OUR SERVICES OR PRODUCTS. PERSONAL JURISDICTION AND SUBJECT MATTER JURISDICTION SHALL BE IN LOS ANGELES COUNTY CALIFORNIA.