Services Agreement

This Services Agreement ("Agreement") is entered into by and between J Williams Designs, a California sole proprietorship owned by JohnPaul Williams II ("Company"), and the individual or entity that completes the purchase of the Services ("Client"). Client's name, email address, and (where provided) business legal name are those Client submits at checkout. This Agreement is presented to Client during online checkout. Client accepts this Agreement and agrees to be bound by it by checking the box indicating agreement to these terms and completing payment for the Services. The "Effective Date" of this Agreement is the date Client completes that purchase. Client's electronic acceptance has the same force and effect as a handwritten signature. If Client is purchasing on behalf of a business or other entity, Client represents that Client is authorized to bind that entity.

Client wishes to be provided with the services by Company and Company agrees to provide the Services to Client in accordance with the terms and conditions of this Agreement.

1. Services

Client retains Company to perform the services corresponding to the specific package or plan Client selected and purchased at checkout (collectively, the "Services"), as described on Company's pricing page at the time of purchase and identified on Client's Stripe receipt. The terms in Attachment A: Scope of Work and Attachment B: Client Requirements and Timeline Expectations apply to the extent relevant to the Services purchased.

1. Company will determine the method, details, means, and schedule of performing the Services (subject to any applicable deadlines).
2. The manner, means, and schedule that Company chooses to complete the Services are in Company's sole discretion and control.
3. Company agrees to provide Company's own equipment, computer, and other materials at Company's own expense.
4. Company may, at its sole discretion, delegate to its employees or use subcontractors to perform the Services.
5. Additionally, Company may represent, perform services for, and contract with other additional clients, persons, or companies as Company sees fit.
6. In order to maintain the quality and to timely perform the Services, Client agrees to provide the items listed in Attachment B: Client Requirements and Timeline Expectations.
7. Furthermore, Client agrees to comply with all reasonable requests of Company as may be reasonably necessary for the performance of the Services.

2. Compensation and Expenses

2.1 Project Fee

As compensation for Company performing the Services, Client shall pay Company the price for the selected package as shown at checkout (the "Project Fee").

• One-time Services. For packages sold as a one-time purchase (e.g., Link Building, Press Release, Local AB News, and Web Design builds), the full Project Fee is charged at checkout at the time Client accepts this Agreement.
• Recurring Services. For packages sold on a monthly basis (e.g., Local SEO and Traditional SEO retainers), the Project Fee is the stated monthly amount, charged automatically each month via Stripe beginning on the Effective Date and continuing until this Agreement is terminated under Section 4.

2.2 Billing

Payment is processed securely through Stripe at checkout. By purchasing, Client authorizes Company (through Stripe) to charge Client's selected payment method for the Project Fee and, for recurring Services, for each subsequent monthly Project Fee until this Agreement is terminated. Client is responsible for maintaining a valid payment method for recurring Services and agrees to notify Company immediately if Client will be unable to pay any amount due.

2.3 Late Fee

If a recurring payment fails, an invoice is not paid on time, or Client informs Company of being unable to pay an amount owed, a late fee of 10% of the total amount owed shall be added to the total amount owed to Company.

2.4 Suspension of Services

Client acknowledges and understands that if any payment is paid late, fails, or is unable to be paid by Client, Company may immediately suspend all performance of the Services.

2.5 Expenses

Company shall be responsible for all of Company's own expenses incurred while performing the Services. Client shall not be liable for any expenses related to the performance of the Services without the prior written approval of Client.

2.6 Additional Services Fee

Additional services outside the scope of the Services may (at the sole and absolute discretion of Company) be provided for an additional fee that will be mutually agreed upon by the parties before Company begins any work.

2.7 Refunds

Client understands that Client is not entitled to any refund of the Project Fees or any other fees related to the Services. Any and all refunds are subject to the sole and absolute discretion of Company. This no-refund policy is disclosed to Client at checkout, and Client acknowledges and accepts it as a condition of purchase.

3. Warranty

The Services to be performed under this Agreement are professional services. Company warrants that the Services will be performed by qualified personnel in a professional and workmanlike manner in accordance with the generally accepted industry standards and practices. Company does not warrant in any form the results or achievements of the Services provided or the resulting work product and deliverables. Nothing in this Agreement and nothing in Company's statements to Client will be construed as a promise or guarantee about the outcome of any matter. To be clear, Company makes no such promises or guarantees. Company's recommendations and comments about the outcome of a matter are expressions of opinion only and Client will not hold Company liable for any decrease of sales or drop in SEO rankings for Client as a result of the Services rendered by Company to Client.

LIMITATION OF WARRANTY. THE WARRANTY SET FORTH IN THIS SECTION IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICES, WORK PRODUCT, OR DELIVERABLES PROVIDED UNDER THIS AGREEMENT OR AS TO THE RESULTS WHICH MAY BE OBTAINED THEREFROM. COMPANY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PURPOSE, OR AGAINST INFRINGEMENT. COMPANY SHALL NOT BE LIABLE FOR ANY SERVICES OR WORK PRODUCT OR DELIVERABLES PROVIDED BY THIRD PARTY VENDORS IDENTIFIED OR REFERRED TO CLIENT BY COMPANY DURING THE TERM OF THIS AGREEMENT, PURSUANT TO ANY STATEMENT OF WORK OR OTHERWISE. CLIENT'S EXCLUSIVE REMEDY FOR BREACH OF THIS WARRANTY IS REPERFORMANCE OF THE SERVICES OR IF REPERFORMANCE IS NOT POSSIBLE OR CONFORMING, REFUND OF AMOUNTS PAID UNDER THIS AGREEMENT FOR SUCH NON-CONFORMING SERVICES.

4. Term & Termination of Agreement

4.1 Term

One-time Services. For one-time Services, this Agreement commences on the Effective Date and remains in effect until the Services are completed and all obligations (including payment) are satisfied. There is no recurring term.

Recurring Services. For recurring (monthly) Services purchased through Company's website, this Agreement commences on the Effective Date and continues on a month-to-month basis, automatically renewing each month until terminated under this Section 4.

4.2 Cancellation of Recurring Services

Client may cancel a recurring Service by providing written notice to Company (by email, per Section 14) at least 7 days before the next monthly renewal. Cancellation is effective at the end of the then-current paid monthly period; Client remains responsible for the current month and is not entitled to a prorated refund.

4.3 Termination for Breach

Either party may terminate this Agreement at any time in the event of a breach by the other party of a material covenant, commitment, or obligation under this Agreement that remains uncured:

1. In the event where Client fails to pay Company for the Services as outlined in Section 2, Company has 7 days to terminate this Agreement after providing written notice to Client of Client's monetary breach; and
2. In the event of a non-monetary breach, after 14 days following written notice.

Such termination shall be effective immediately and automatically upon the expiration of the applicable notice period, without further notice or action by either party. Termination shall be in addition to any other remedies that may be available to the non-breaching party.

4.4 Termination for Convenience

Either party may terminate this Agreement for any reason by giving written notice to the other party. For recurring Services, termination takes effect at the end of the then-current monthly billing period and Client remains responsible for the Project Fee for that month.

4.5 Obligations Upon Termination

Termination of this Agreement for any reason shall not discharge either party's liability for obligations incurred under this Agreement and amounts unpaid at the time of such termination. Client shall immediately pay Company for all Services rendered prior to the effective date of termination. Upon termination, each party shall return the other party's Confidential Information (as defined below) that is in its possession. Upon termination, Client shall promptly return to Company any equipment, materials, or other property of the Company relating to the terminated Services that are in Client's possession or control.

5. Limitation of Liability; Actions

EXCEPT FOR THE PARTIES' CONFIDENTIALITY OBLIGATIONS AND INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOST BUSINESS OPPORTUNITIES, DAMAGE TO GOOD WILL OR REPUTATION, AND COSTS OF COVER, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. SUBJECT TO CLIENT'S OBLIGATION TO PAY THE FEES TO COMPANY, EACH PARTY'S ENTIRE AGGREGATE LIABILITY FOR ANY CLAIMS RELATING TO THE SERVICES OR THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CLIENT TO COMPANY UNDER THIS AGREEMENT IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY. THIS SECTION SHALL SURVIVE THE TERMINATION OF THE AGREEMENT.

NO ACTION SHALL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF THIS AGREEMENT MORE THAN 1 YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION, EXCEPT FOR MONEY DUE ON AN OPEN ACCOUNT.

6. Ownership of Intellectual Property and Work Product

6.1 Pre-Existing Intellectual Property

Each party will retain its ownership in its own pre-existing intellectual property (intellectual property that was in existence before this Agreement). For clarity, each party shall retain all ownership rights of all intellectual property conceived or developed prior to the Effective Date of this Agreement or outside the scope of this Agreement. When either party shares or discloses its own intellectual property to the other, the disclosing party agrees to grant permission to the other to use shared intellectual property for internal purposes related to performing the Services only via a limited, revocable right and license, which shall expire upon the termination of this Agreement.

6.2 Not a Work-For-Hire Agreement

This is not a work-for-hire agreement. The copyright in all deliverables created under this Agreement for Client shall belong to Company. All intellectual property rights in all pre-existing works and derivative works of such pre-existing works and other deliverables and developments made, conceived, created, discovered, invented, or reduced to practice in the performance of the Services under this Agreement are and shall remain the sole and absolute property of Company, subject to a worldwide, non-exclusive license to Client for Client's internal use as intended under this Agreement and Company retains all moral rights therein. This Agreement does not grant Client any license to any of Company's intellectual property or products, which must be separately licensed. Client may not use, repurpose, edit, reproduce, or distribute any part of the Company's intellectual property, work product, or deliverables created under this Agreement without Company's express written consent and the parties entering into a separate licensing agreement.

6.3 Ownership of Domain, Websites, and Content

Specifically in regards to any domains, websites, and content created for Client under the Services, Client will have complete ownership of such domains, websites, and content. Specifically in regards to any of the domains or websites that Client owned prior to the Effective Date of this Agreement (collectively, "Client's Domains"), Company will not lock any of Client's Domains, take ownership of any, or assume responsibility for any issues related to Client's Domains. While Company may request temporary access to Client's Domains in order to perform the Services, any problems caused by or as a result of actions taken by Client on the applicable Client's Domain (including changes, errors, or third-party interference) is Client's sole responsibility. Any included hosting services in the Services are provided to Client exclusively on Hostinger, where Company maintains heavy security protocols and performs daily backups of every website Company manages (retained for at least 90 days). Once Company is granted admin access and completes the mutually agreed-upon setup or updates as stated in the Services, any changes made to Client's Domains or any domain or website created under the Services are expected to remain in place indefinitely. Any subsequent updates, modifications, errors, or issues introduced by Client, Client's team or contractors, or third parties fall outside the scope of the Services and Company will not be liable or responsible for such updates, modifications, errors, or issues.

7. Confidential Information

The parties acknowledge that by reason of their relationship to the other under this Agreement, each may disclose or provide access (the "Disclosing Party") to the other party (the "Receiving Party") certain information, knowledge, and materials and that all such information, knowledge, and materials disclosed are considered confidential information ("Confidential Information"). Additionally, any information shared between the parties shall be considered Confidential Information under the following circumstances:

1. it is marked or designated as "confidential," "proprietary," or "trade secret";
2. the information is verbally stated to be confidential, proprietary, or a trade secret at the time when the information was disclosed; or
3. it could reasonably be inferred from the circumstances that the information was considered confidential, proprietary, or a trade secret by the party who shared it.

7.1 Information That is Not Considered Confidential Information

The following information will not be considered Confidential Information:

1. information that was already known by the Receiving Party before the Disclosing Party shared that same information;
2. information that is or has become generally known to the public through no wrongful act of the Receiving Party;
3. information that was rightfully provided to the Receiving Party by a third party where that information did not have any restriction on using or disclosing it;
4. information that was independently developed by personnel from the Receiving Party and where the personnel did not have access to the Disclosing Party's Confidential Information; or
5. any information that is later disclosed by the Disclosing Party to a third party without any restrictions on the use or disclosure of such information.

7.2 The Obligations in Caring of and Protecting the Confidential Information

Each party shall protect the Confidential Information it receives by using the same degree of care (but not less than reasonable care) to prevent the unauthorized use, disclosure, dissemination, or publication of the Confidential Information as each party uses to protect its own confidential information, including, without limitation, implementing and enforcing operating procedures to minimize the possibility of unauthorized use or copying of the Confidential Information. Additionally, the parties acknowledge that a breach of this Agreement will result in immediate and irreparable harm to each party where there is no adequate remedy at law. The Disclosing Party shall be entitled to equitable relief (non-monetary relief) to compel the Receiving Party to cease and desist all unauthorized use and disclosure of the Confidential Information.

7.3 The Restrictions on Using the Confidential Information

The Receiving Party shall maintain the Confidential Information in strict confidence and disclose the Confidential Information only to its employees, subcontractors, consultants and representatives who have a need to know such Confidential Information to fulfill the business affairs and transactions between the parties contemplated by this Agreement and who are under confidentiality obligations no less restrictive as this Agreement. The Receiving Party shall always remain responsible for breaches of this Agreement arising from the acts of its employees, subcontractors, consultants, and representatives. Receiving Party shall only use the Confidential Information in furtherance of its performance of its obligations under this Agreement and agrees not to use the Disclosing Party's Confidential Information for any other purpose or for the benefit of any third party without the prior written approval of the Disclosing Party. The Receiving Party shall not decompile, disassemble, or reverse engineer all or any part of the Confidential Information.

7.4 When the Parties Can Disclose Confidential Information

The parties shall not be liable for any disclosure of Confidential Information when the disclosure was made in response to a valid court or government agency order. However, if such a situation occurs, the party responding to the court or government agency order must first immediately notify in writing the party who provided the Confidential Information that there is a court or government order and then also provide reasonable assistance in opposing the disclosure and/or seeking to limit the disclosure.

7.5 The Parties' Ownership of Confidential Information

Each party shall continue to have full ownership of its own respective Confidential Information. All Confidential Information shall be returned to the Disclosing Party upon the termination of this Agreement or the Confidential Information shall be destroyed upon the Disclosing Party's request where the destruction of the Confidential Information must be confirmed in writing. No copies of any Confidential Information may be made without the written consent from the Disclosing Party. Neither party is giving the other party a license for any patent, copyright, trademark, or intellectual property rights and interests.

7.6 Period of Protection of Confidential Information

The Parties' confidentiality obligations under this Agreement shall remain in full force and effect indefinitely and shall survive the termination of this Agreement. However, the obligations to protect Confidential Information that is considered a trade secret from the Disclosing Party shall expire when the trade secret loses its trade secret status due to no fault of the Receiving Party.

8. Independent Contractor Relationship

This Agreement shall not render Company or any of Company's agents an employee, partner, agent of, or joint venturer with Client for any purpose. Company is and will remain an independent contractor in its relationship to Client and Company's agents are not and will not become Client's employees. Neither party has the authority to bind or contract any obligation in the name of or on account of the other party or to incur any liability or make any statements, representations, warranties, or commitments on behalf of the other party, or otherwise act on behalf of the other. Each party shall be solely responsible for payment of the salaries of its employees and personnel (including withholding of income taxes and social security), workers' compensation, and all other employment benefits.

9. Indemnification

Each party (the "Indemnifying Party") agrees to indemnify, defend, and hold the other party and its affiliates and their respective officers, directors, employees, and agents harmless from and against all claims, losses, liabilities, damages, expenses, and costs, including attorney's fees and court costs, arising out of the Indemnifying Party's

1. Negligence or willful misconduct or
2. Its breach of any of the terms of this Agreement.

The Indemnifying Party's liability under this Section shall be reduced proportionally to the extent that any act or omission of the other party, or its employees or agents, contributed to such liability. The party seeking indemnification shall provide the Indemnifying Party with prompt written notice of any claim and give complete control of the defense and settlement of the Indemnifying Party, and shall cooperate with the Indemnifying Party, its insurance company and its legal counsel in its defense of such claim(s). This indemnity shall not cover any claim in which there is a failure to give the Indemnifying Party prompt notice to the extent such lack of notice prejudices the defense of the claim.

10. Waiver

No waiver of any term or right in this Agreement shall be effective unless in writing, signed by an authorized representative of the waiving party. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision or any other provision of this Agreement thereafter.

11. Choice of Law

This Agreement shall be governed by the laws of the State of California, without reference to its conflicts of laws provisions.

12. Dispute Resolution

If there is any dispute arising or related to this Agreement that cannot be resolved amicably, the dispute shall first be submitted to confidential mediation for a good faith resolution that shall take place in San Francisco, California. The parties shall mutually agree upon a mediation service. The mediation shall commence upon the parties' provision of a joint, written request for mediation to the mediation service. Such request shall include a sufficient description of the dispute and relief requested. Each party shall cooperate with the mediation service in all reasonable respects and participate in good faith wherever required. Mediation fees and expenses shall be borne equally by the parties. All communications, whether oral or written, are confidential and will be treated by the parties as compromise & settlement negotiations for the purposes of Federal Rule of Evidence 408 as well as any applicable, corresponding state rules. Notwithstanding the foregoing, evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. Either party may seek equitable relief, such as an injunction, prior to or during the mediation in order to preserve the status quo and protect its interests during the process.

If, after the earlier of: (i) 60 days following the commencement of a mediation hereunder; or (ii) completion of the initial mediation session, the parties have still not come to a resolution for any reason (including a failure to actually mediate), they shall seek to resolve the dispute in any court of the State of California located in San Francisco. Until such time, litigation may not be pursued by the parties.

13. Attorney's Fees

If either party incurs any legal fees associated with the enforcement of this Agreement or any rights under this Agreement, the prevailing party shall be entitled to recover its reasonable attorney's fees and any court, arbitration, mediation, or other litigation expenses from the other party.

14. Notices

All notices, demands, consents, approvals or other communications ("Notices") required or permitted in connection with this Agreement shall be in writing via email and shall be deemed given upon confirmation of receiving the email or 3 days after sending the email. Notices to Company shall be sent to the email address listed on Company's website; notices to Client shall be sent to the email address Client provided at checkout.

15. Non-Solicitation

During the term of this Agreement and for 1 year following the expiration or termination date of the Agreement, each party agrees not to directly solicit or induce any person who performs Services under this Agreement to leave the employ of the other party. The parties are not prohibited from responding to or hiring the other's employees who inquire about employment on their own accord or in response to a public advertisement or employment solicitation in general.

16. Modification or Amendment

No amendment, change, or modification of this Agreement shall be valid unless in writing signed by the parties (electronic acceptance constituting a signature). Company may publish revised versions of this online Agreement for future purchases; the version Client accepted at checkout, identified by its version number and Effective Date, governs Client's purchase.

17. Entire Agreement

This Agreement, together with its Attachments and the description of the purchased package presented at checkout, is the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior agreement or communications between the parties, whether written, oral, electronic, or otherwise.

18. Severability

If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.

19. Headings

The headings/captions appearing in this Agreement have been inserted for the purposes of convenience and ready reference, and do not purport to and shall not be deemed to define, limit or extend the scope or intent of the provisions to which they appertain.

20. Survival

Each term and provision of this Agreement that should by its sense and context survive any termination or expiration of this Agreement, shall so survive regardless of the cause and even if resulting from the material breach of either party to this Agreement.

Acceptance

By checking "I agree to the Services Agreement" and completing payment at checkout, Client acknowledges that Client has read, understood, and agrees to be bound by this Services Agreement (v1.0), including Attachments A and B. Client's electronic acceptance is the legally binding equivalent of a handwritten signature, and Company's acceptance is evidenced by Company's provision of the Services. Stripe records the date, time, and identity associated with Client's acceptance.

Company: J Williams Designs — JohnPaul Williams II, Owner.

Attachment A — Scope of Work

These terms apply to the extent relevant to the package Client purchased.

Services to be Provided to Client. The specific Services, deliverables, project schedule, timelines, milestones, and revision allowances are those described for the package Client selected and purchased on Company's pricing page and identified on Client's receipt.

No Pausing of the Services

Client acknowledges and understands that by default there is no pausing of the Services and if Client wishes to cease receiving the Services, Client must terminate the Agreement in accordance with Section 4. Any pausing of the Services is at the sole and absolute discretion of Company.

Revision Policy

• Generally, any revision request is limited to the body text of the content provided to Client, excluding any headers.
• Clients get a single revision round in Figma for each stage: the wireframe, the low-fidelity mockup, and the high-fidelity mockup.
• For copywriting, the copy provided to Client will be tied to the SEO strategy, is non-revisable post-delivery, and such copy will be considered automatically accepted by the Client via the applicable milestone.

No Training Provided

No training of any kind is included in the Services, such as, but not limited to, one-on-one training and training on using any of the associated software to view, edit, or otherwise use the content or deliverables provided to Client. Client is responsible for knowing how to use Client's own software and other related equipment and tools related to the Services. Company may, at its sole and absolute discretion, provide self-training materials and/or videos, but Company is not responsible for any learning, training, and/or mentoring associated with such materials. It is the parties' understanding and expectation that Client will engage in self-directed learning from such materials.

SEO Reality and Timeline Expectations

• SEO is a long-term strategy requiring 90+ days for meaningful results.
• Rankings fluctuate due to Google algorithm changes and competitor activity.
• We optimize for sustainable, long-term growth rather than quick fixes.
• Results vary based on industry competition, location, and business category.
• Company will make every effort to increase the Google rankings of Client's website as soon as possible, but for new websites it may take up to 6 months to 1 year for a website to rank and to establish the website's domain authority on Google. Thus, it is strongly recommended for Client to remain engaged for at least 6 months to a year.
• As outlined by the Google Webmasters terms and conditions, "No one can guarantee a #1 ranking on Google." Therefore, Company will work diligently to increase Client's Google rankings, but Company's ultimate focus will be to create effective SEO strategies to increase sales of Client's company.
• Company has no control or authority over the actions of the search engines in the present or in the future in regards to the type of websites or the content of the websites that such search engines will accept. Client's website may be banned from any search engine or directory at any point in time based on the discretion of those search engines or directories. Company will thoroughly research potential consequences for changes that are made to Client's website, but Company shall not be held liable for any indirect or consequential damages, including, but not limited to, the search engine's discretion to remove Client's website from their search directory.
• Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms, and other competitive factors, Company does not guarantee #1 positions or consistent top 10 positions for any particular keyword, phrase, or search term. However, Company will work diligently on customizing SEO strategies to boost sales for Client or provide additional recommendations to improve the sales or marketing for Client.
• Google has been known to hinder the rankings of new websites (or pages) until they have proven their viability to exist for more than "x" amount of time. This is referred to as the "Google Sandbox." Company assumes no liability for ranking/traffic/indexing issues related to Google Sandbox penalties.
• Occasionally, search engines will drop listings for no apparent or predictable reason. Often, the listing will reappear without any additional SEO. Should a listing be dropped during the Services and does not reappear within 30 days of completing the Services, Company will re-optimize Client's website based on the current policies of the search engine in question.

SEO Performance Expectations

What We Track and Improve: local search rankings for target keywords; Google Business Profile visibility and engagement; website organic traffic and user engagement; lead generation and contact form submissions; citation consistency and local presence.

What We Cannot Control: Google algorithm changes and updates; competitor SEO activities and marketing spend; Client's ability to convert leads into customers; industry seasonality and market conditions.

SEO-Specific Risk Allocation:

• Algorithm Changes: Company is not liable for ranking fluctuations due to search engine algorithm updates.
• Competitor Actions: Company is not responsible for competitor SEO activities that may impact Client's rankings.
• Technical Issues: Client assumes responsibility for website functionality and hosting-related problems.
• Content Issues: Company warrants all content provided to Client from Company is original or Company has permission to such content and is legally compliant. Additionally, Client warrants that any elements of text, graphics, photos, designs, trademarks, or other content provided to Company from Client are owned by Client or Client has permission from the rightful owner(s) to use such content, and will hold harmless, protect, and defend Company and its subcontractors from any liability or suit arising from the use of such content.
• Actions Outside of Company: Company is not liable and/or responsible for actions not taken by Company, which includes, but is not limited to: Client paying for or engaging in free or paid expedited listing services; Client's choice to link to or obtain a link from any particular website (linking to "bad neighborhoods" or getting links from "link farms" can seriously damage all SEO efforts); Client overwriting SEO work to the website (e.g., Client/webmaster uploading over work already provided/optimized — Client will be charged an additional fee for re-constructing content that will be communicated to Client before Company begins any work); any actions made to the website by third parties; and any other action taken by (directly or indirectly) and/or at the direction of Client on the website outside of and/or post-completion of the Services.

Black Hat SEO Protection

Client warrants that Client has not and will not engage in prohibited SEO practices and will immediately disclose to Company any previous penalties and/or prohibited or questionable SEO practices/work. Company reserves the right to charge an additional fee of $100/hour to remedy any damages from "black hat" SEO practices/work Company discovers during the performance of the Services.

Unanticipated Critical Path Change Orders

Client understands and agrees that there may be unanticipated costs that arise due to changing technologies and software development that can disrupt, prevent, or limit Company from finalizing the Services, such as, but not limited to: changing technologies and software requirements; third-party API or integration changes; unforeseen technical limitations or conflicts; and requirements that emerge during development that disrupt the critical path to completion. As a result, a change order may be necessary in order for the Services to be completed. A change order consists of additional work that falls outside the Services that is necessary for the Services to be completed. If a change order is necessary (determined at the absolute sole discretion of Company), then Company will present the change order to Client for Client's review and signature where such change order shall not exceed 25% of the Project Fee. Client is not obligated to agree or sign the change order. However, if Client does not execute the change order, Client understands that Company will be unable to complete the Services where Client may be left with an unfinished website and that Client will still be liable and obligated to still pay in full the Project Fee.

Website Revision Policy

Revisions are limited as specified in each package. Additional revisions beyond the amount stated in each applicable package will be billed at $200 per revision. All revision requests (both the included and additional revision requests) must be submitted within 5 business days of design presentation with specific feedback via our commenting system (training video provided). Failure to provide a revision request within 5 business days of design presentation will be considered an additional revision billed at $200 per revision.

Phase-Specific Revision Process

This revision policy applies to all project phases — copywriting, wireframes, low-fidelity mockups, and high-fidelity Figma designs — with each phase receiving one round of collaborative feedback. Each additional revision round extends the project timeline and shifts Company's team's scheduled availability, so this structured approach benefits Client by ensuring Company is able to deliver high quality results on schedule.

Revisions Post Launch of Website

Any additional changes, edits, revisions, or modifications requested after the website is connected to the target domain and goes live are subject to additional fees as they will be considered additional services that are not part of the Services. Such fees will be sent to Client before Company begins performing any additional services.

Post-Launch Support Coverage

Company provides a 7-day quality assurance period immediately following the website launch. During this period, bug fixes and technical issues directly related to the original scope of the Services and identified in the SimpleHistory logs as existing at the time of the website launch will be addressed at no additional charge. After this 7-day period, any support after the launch of the website will be subject to the below terms. If technical issues arise (not including any unforeseen technical requirements as stated below) that are verified (via SimpleHistory logs) to originate from Company's original build of Client's website where there is no Client tampering or modifications (determined at the absolute sole discretion of Company), Company will restore the website to its original state Company delivered at launch at no additional charge. However, if SimpleHistory logs reveal Client-initiated modifications, content changes, or plugin/theme alterations that caused issues or conflicts (determined at the absolute sole discretion of Company), any restoration or technical services (including, but not limited to, reverting Client changes or troubleshooting issues caused by Client action) will incur an additional fee that will be communicated to Client before Company begins any work.

Unforeseen Technical Requirements

The Client acknowledges and understands that web technologies, third-party integrations, hosting platforms, and software dependencies evolve continuously and as a result, Company cannot guarantee future compatibility with platform updates, API changes, or technology shifts that occur post-launch of the website. Any work required to address these unforeseen technical changes will be billed at the standard post-launch rate or may require a new agreement depending on the scope of work required.

Attachment B — Client Requirements and Timeline Expectations

These requirements apply to packages that require Client materials, access, or cooperation (e.g., Web Design and SEO retainers). They do not apply to packages that require no Client input.

1. Items for Client to Provide

To ensure efficient project delivery and maintain Company's team scheduling commitments, Client agrees to provide the following items within 3 business days after the execution of this Agreement (the "Client Required Items"):

1. Company images, videos, and logos organized in a Google or Dropbox folder
2. Written content (or content writing service add-on)
3. List of services and descriptions
4. Company history, location, DBA(s), hours of operation, reviews, phone number, email, Google Business Profile link
5. 1 example website for reference
6. Relevant business links and social media
7. Client reviews and testimonials
8. Website access credentials (hosting, CMS, Google Analytics, Google Search Console, Google Business Profile)
9. Current marketing materials and brand assets
10. Competitor information and target keywords (if known)
11. Business goals and target audience details
12. Previous SEO work history and any penalties received (if known)
13. Access to Client's web analytics software in order to fully understand the metrics and provide a tailored plan of action for Client's marketing
14. If Client's website needs to be customized, Client authorizes Company access to the code base or web platform in which the website was built
15. Administrative/backend access to Client's website for analysis of content and structure
16. Permission to make changes for the purpose of optimization and to communicate directly with any third parties, e.g., Client's web designer, if necessary
17. Unlimited access to existing website traffic statistics for analysis and tracking purposes
18. Authorization to use Client's pictures, logos, trademarks, website images, pamphlets, content, etc., for any use as deemed necessary by Company for the purposes of performing the Services
19. If Client's website is lacking in textual content, Client will provide additional text content in electronic format for the purpose of creating additional or richer web pages

2. Client Cooperation for Performance of the Services

In order for Company to timely and effectively perform the Services, Client agrees to:

1. Provide timely access to Company to all necessary accounts and platforms related to the Services
2. Review and approve content modifications Company sends to Client within 5 business days
3. Implement Company's recommended website changes within the mutually agreed upon timelines/deadlines
4. Allow Company to make necessary technical website improvements
5. Respond to strategy calls and feedback requests from Company within 5 business days
6. Participate in monthly strategy calls and quarterly reviews
7. Avoid any "black hat" and/or illegal/deceptive SEO practices that could harm rankings or the performance of the Services
8. Provide business-specific information for content creation upon Company's request
9. Notify Company immediately of any changes or updates to the accounts and platforms related to the Services
10. Maintain consistent, accurate, and up-to-date business information across all accounts and platforms related to the Services

Client understands and acknowledges that Client's failure to perform the above may delay results and extend timeline(s) of completing the Services accordingly.

3. Missed Deadlines

Client Required Items Delay. If Client does not provide the Client Required Items within 3 business days after the execution of this Agreement, Client will pay Company a late project initiation fee of $500 (the "Late Project Initiation Fee"), which will be applied to cover Company's extended team allocation costs. Afterward, Client will have an additional 5 business days to provide the Client Required Items.

Other Delays. Any other and any subsequent missed deadlines (including subsequent missed deadlines to provide the Client Required Items) to provide requested materials, documents, and/or feedback, approve content, and/or any other deadline/milestone that was mutually agreed upon will result in Client paying Company a $200 fee per occurrence of missing a deadline/milestone (each a "Missed Deadline Fee"). After each missed deadline/milestone, Client will have an additional 5 business day extension to meet the missed deadline/milestone. The Missed Deadline Fee allows Company to maintain team scheduling and project flow while accommodating reasonable delays.

All of the above allows Company to timely perform the Services at a high level of quality by ensuring Company can keep Company's specialized team members scheduled appropriately to maintain a high level of service for Client.