This Service Agreement ("Agreement") is entered into as of between GoldKeyVisuals ("Provider," "we," "us") and [Your Business] ("Client," "you"), for the [selected] package.

1. Services & Scope

Provider will design, build, and deliver the Services in the selected package. Website Launch includes a custom website on the Client's domain, with design, content setup, basic SEO, and lead/contact forms. Growth System includes everything in Website Launch plus AI-powered lead-generation advertising setup, a 24/7 AI voice agent and appointment booking, sales-process/script optimization, and CRM/automation setup. The scope of work is limited to the specific deliverables described in the selected package or in a Statement of Work or written proposal provided to the Client. Any feature, service, integration, or deliverable not expressly described in writing is outside the scope of this Agreement and may be quoted separately. Nothing in any general description, example, demo, or marketing material implies a deliverable not stated in writing.

2. Free Preview

Any website preview provided before this Agreement is free and carries no obligation. Fees become due only upon the Client's acceptance of this Agreement and authorization to launch.

3. Statement of Work (SOW)

The specific deliverables, price, payment schedule, and timeline for an engagement are set out in one or more Statements of Work ("SOW") that reference and incorporate this Agreement. This Agreement contains the standing legal terms; each SOW contains the project-specific details. If an SOW conflicts with this Agreement, the SOW controls for scope, pricing, and deliverables, and this Agreement controls for all other terms. The Client's signature on this Agreement, or the Client's written approval of an SOW, authorizes the work in that SOW.

4. Fees & Payment

One-time project fee: $____, due in full before the website goes live (no deposit or installment plan unless expressly agreed in writing). Optional monthly care plan billed monthly until cancelled with 30 days' notice. Any advertising spend is paid by the Client directly to the ad platforms and is separate from Provider's fees. Invoices are due within 7 days; overdue amounts may incur a 1.5%/month late fee, and work may pause on overdue accounts.

All sales are final. Each engagement is custom work that Provider begins and resources upon signing. Accordingly, all fees are non-refundable and are deemed fully earned when paid, whether or not the Client later chooses to launch or continue the work. No refund, chargeback, credit, or set-off will be issued for change of mind, for delay caused by the Client, or for the Client's failure to provide required content or approvals. Nothing here waives any non-waivable rights the Client may have under applicable law.

5. Approval & Launch Sign-Off

Before the website or any AI or advertising service goes live, Provider will present it to the Client for review. The Client will provide written approval (email or e-signature is acceptable) confirming the deliverable is accepted for launch. Once approved, the deliverable is deemed accepted, and any further changes are treated as new revisions or additional scope. If the Client does not respond within seven (7) days of a launch-ready request, the deliverable may be deemed approved and the full fee, if not already paid, becomes immediately due.

6. Revisions

The project fee includes up to three (3) rounds of website revisions during the build. A "round" means one consolidated set of changes that the Client submits together in a single written request; piecemeal or sequential change requests are each counted as separate rounds. Additional revisions, or changes to already-approved work or to scope, may be quoted separately under the Change Orders section.

7. Change Orders

Any change to the agreed scope, deliverables, timeline, or price — including added features, extra pages, new integrations, or work beyond the included revisions — will be handled by a written change order (email confirmation is acceptable) describing the change and any added cost or schedule impact. Provider is not required to begin changed or added work until the Client approves the change order. Approved change orders become part of the applicable Statement of Work.

8. Client Responsibilities

The Client will provide timely content, branding assets, approvals, and accurate information, and is responsible for the legality of and rights to all materials provided. Delays in Client responses may extend timelines.

9. Timeline

Provider will use reasonable efforts to launch within the estimated timeframe after receiving the required content and approvals. Timelines are estimates, not guarantees.

10. Ownership & License

Upon receipt of full payment, the Client owns the final delivered website content and design. Until all fees then due are paid in full, all work product, code, designs, and the live website remain the sole property of Provider, and the Client receives no ownership of or license to use them. If the Client fails to pay amounts when due, Provider may suspend, disable, or remove the website and related work until payment is made, without liability for doing so. Provider retains ownership of its pre-existing tools, code, templates, and know-how and grants the Client a license to use them as part of the Services.

11. Accounts & Asset Ownership

The parties will specify, in the SOW or in writing, who owns and controls the accounts and assets used for the Services. Unless stated otherwise: (a) the Client owns its domain name, its business and lead/customer data, and its social, ad-platform, and CRM accounts, and Provider acts as an authorized manager of those accounts during the engagement; (b) any ad accounts, CRM, calling/texting numbers, AI voice-agent configurations, automation workflows, and tracking pixels that Provider creates or sets up are operated on the Client's behalf and, upon full payment and on request, will be transferred or have access provided to the Client where the platform allows; and (c) Provider retains its own reusable templates, scripts, and tooling. Phone numbers, pixels, and platform assets are subject to each platform's portability rules. On termination, the Client is responsible for assuming billing and control of its accounts.

12. Hosting, Domain & Non-Payment Suspension

Unless otherwise agreed, the website is hosted under Provider's care plan. If the Client cancels the care plan, the Client is responsible for arranging hosting; Provider will reasonably assist in transferring the site files once the Client's account is paid in full. If any invoice or recurring fee is more than seven (7) days overdue, Provider may suspend or take offline the website, hosting, and any AI or advertising services until the outstanding balance is paid. Suspension does not waive or reduce any fees already accrued. Provider will restore service promptly after the account is brought current.

13. Monthly Care Plan, Recurring Services & Cancellation

What the care plan includes. The optional monthly care plan covers website hosting, security and uptime monitoring, software updates, regular backups, and up to three (3) small revisions per month. A "revision" is one consolidated batch of small content changes submitted together — such as text edits, swapping images, or updating hours, prices, or contact details (the same meaning as in the Revisions section). Provider aims to complete care-plan edits within about two (2) business days of a clear request during normal business hours.

What it does not include. Unused revisions do not roll over to the next month. The care plan does not cover new pages, redesigns, new features or integrations, layout overhauls, content writing, or advertising/campaign management; those are quoted separately as a change order or Statement of Work. Work beyond the included monthly revisions is billed at Provider's standard rate or quoted first.

Renewal & cancellation. The monthly care plan and any other recurring services renew automatically each month and are billed in advance. Either party may cancel a recurring service by giving written notice (email is acceptable) at least thirty (30) days before the next billing date. Cancellation stops future billing; fees already billed for the current period are non-refundable. Upon cancellation, hosting and any AI or advertising services tied to the plan end at the close of the paid period, and the Client is responsible for arranging replacement hosting and services.

14. AI Services

Where AI advertising, voice-agent, or automation services are included, the Client authorizes Provider to set up and operate them on the Client's behalf using third-party platforms. Third-party platform fees and compliance with their terms and applicable laws (including calling/messaging consent laws) are the Client's responsibility; Provider will configure services in line with standard practices. AI calling and SMS campaigns are also subject to the separate AI Calling & SMS Compliance Addendum.

15. Data, Privacy & Security

The Client owns and is responsible for the data it collects through the Services, including lead, contact, and customer data, and is the controller of that data. The Client is responsible for its own privacy policy, terms, cookie and tracking disclosures, and compliance with applicable privacy and data-protection laws (such as the FTC Act, CAN-SPAM, TCPA, the Florida Digital Bill of Rights, and CCPA/CPRA or GDPR where they apply). Provider processes data only to provide the Services and uses reasonable measures to protect it, but does not guarantee that any system, integration, or third-party platform is secure or free from breach, loss, or unauthorized access. Many features rely on third-party integrations whose data practices are outside Provider's control. The Client authorizes Provider to use sub-processors and third-party platforms (such as hosting, CRM, advertising, and communication providers) as needed to deliver the Services. Each party will promptly notify the other of any data incident it becomes aware of that affects the other.

16. No Guarantee of Results

Provider will perform the Services professionally but does not guarantee any specific number of leads, appointments, sales, revenue, return on investment, search ranking, or business outcome. Any examples or estimates, including ROI figures, are illustrative only and are not promises.

17. Warranties & Disclaimer

Provider warrants that it will perform the Services in a professional and workmanlike manner. Except for that express warranty, the Services and all deliverables are provided "as is," and Provider disclaims all other warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Provider does not warrant that the website, hosting, AI services, or any third-party platform will be uninterrupted, error-free, secure, or continuously available, or that they will be compatible with every device, browser, or third-party tool. The Client's sole remedy for a defect in a deliverable is for Provider to use reasonable efforts to correct it.

18. Indemnification

The Client will defend, indemnify, and hold harmless Provider and its owners, contractors, and affiliates from any claims, damages, fines, penalties, or costs (including reasonable attorneys' fees) arising out of: (a) content, products, or materials the Client provides or approves; (b) the Client's business, offers, or advertising claims; (c) any advertising, SMS or text messaging, telemarketing, or AI voice-calling conducted for the Client's business, including compliance with the TCPA, CAN-SPAM Act, state calling and consent laws, and platform policies (such as Google, Meta, and phone carriers); and (d) the Client's breach of this Agreement or violation of law. The Client is solely responsible for obtaining all required consents (including any prior express written consent for calls or texts) and for the legality of its campaigns. Provider configures services in line with standard practices, does not provide legal advice, and is not responsible for the Client's compliance obligations.

19. Third-Party Platforms

The Services rely on third-party platforms and providers (such as Google, Meta, Twilio, GoHighLevel, domain registrars, hosting and email providers, and the phone carriers). These platforms are outside Provider's control and may change pricing, features, policies, or algorithms, may experience outages, or may suspend, ban, throttle, or remove accounts or content at any time. Provider is not responsible or liable for any third-party outage, account suspension or ban, policy or algorithm change, data loss, deliverability issue, or service interruption, and none of these excuse the Client's payment obligations. Provider will use reasonable efforts to restore or migrate services where practical. Platform fees are the Client's responsibility, and the Client must comply with each platform's terms.

20. Force Majeure

Neither party is liable for any delay or failure to perform (other than the Client's payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, fire, flood, power or internet outages, cyberattacks or security incidents, third-party platform or hosting failures, labor disputes, government action, or epidemics/pandemics. The affected party will notify the other and resume performance as soon as reasonably practicable.

21. Refunds

Custom work is non-refundable once started. If the Client cancels before launch, the Client pays for work performed to date. Monthly care-plan fees are non-refundable for the current month.

22. Term & Termination

This Agreement begins on the date signed and continues until the Services are completed (and, for the care plan, until cancelled). Either party may terminate for a material breach not cured within ten (10) days' written notice. Fees for work performed remain due.

23. Survival

Any provision that by its nature should survive termination will survive, including the provisions on fees and payment obligations, ownership and license, accounts and assets, confidentiality, indemnification, warranty disclaimers, limitation of liability, dispute resolution, and these survival terms.

24. Limitation of Liability

To the maximum extent permitted by law, Provider's total liability under this Agreement will not exceed the total fees paid by the Client in the three (3) months preceding the claim. Provider is not liable for indirect, incidental, or consequential damages, or for losses caused by third-party platforms.

25. Portfolio & Publicity

Unless the Client requests otherwise in writing, the Client grants Provider permission to identify the Client as a client and to display the Client's name, logo, screenshots of the work, and any testimonial or review the Client provides, in Provider's portfolio, website, social media, case studies, and other marketing. The Client may revoke this permission for future use by written notice.

26. Confidentiality

Each party will keep the other's non-public information confidential and use it only to perform this Agreement.

27. Independent Contractor

Provider is an independent contractor, not an employee, partner, or agent of the Client.

28. Dispute Resolution, Governing Law & Attorney Fees

This Agreement is governed by the laws of the State of Florida, without regard to its conflict-of-laws rules. Before filing any claim, the parties will first attempt to resolve the dispute through good-faith negotiation and then through non-binding mediation in Hillsborough County, Florida, sharing the mediator's fee. If mediation does not resolve the dispute within thirty (30) days, the parties may, by mutual written agreement, submit it to binding arbitration administered under the rules of the American Arbitration Association in Hillsborough County, Florida; otherwise the dispute will be brought exclusively in the state or federal courts located in Hillsborough County, Florida, and the parties consent to that venue. In any mediation, arbitration, or action to enforce this Agreement or collect amounts owed, the prevailing party is entitled to recover its reasonable attorneys' fees and costs. Each party waives any right to a jury trial and to bring claims as a class action. Either party may still seek injunctive relief in court to protect its intellectual property or confidential information.

29. Entire Agreement

This Agreement, together with any Statement of Work and any addendum, is the entire agreement between the parties and supersedes prior discussions. Changes must be in writing and signed by both parties.

30. Acceptance

By signing below, the Client agrees to this Agreement and authorizes Provider to begin the Services.