Terms of Service

Defined Terms. For the purposes of this Agreement, the following capitalized terms shall bear the meanings ascribed to them below:

Rules of Interpretation. In this Agreement, unless the context otherwise requires: (a) the singular includes the plural and vice versa; (b) references to any gender include all genders; (c) the words "include," "includes," and "including" shall be construed as being followed by the phrase "without limitation"; (d) headings and section titles are inserted for convenience of reference only and shall not affect the construction or interpretation of any provision; (e) references to "days" mean calendar days unless expressly stated as "business days"; (f) "business days" means Monday through Friday, excluding public holidays observed in the State of Wyoming, United States of America; (g) references to "writing" or "written" include email and other electronic communication; and (h) any reference to a statute or regulation includes any amendment, consolidation, re-enactment, or replacement thereof.

No Contra Proferentem. The Parties acknowledge that each has had the opportunity to review this Agreement and to obtain independent legal counsel. Accordingly, this Agreement shall not be construed against the drafting Party, and the rule of contra proferentem shall not apply to the interpretation hereof.

Minimum Age. The Services are intended exclusively for persons who are at least eighteen (18) years of age, or the age of legal majority in the Client's jurisdiction of residence, whichever is greater. By engaging the Company, the Client represents and warrants that it satisfies this requirement.

Legal Capacity. The Client represents and warrants that it possesses full legal capacity and authority to enter into a binding contract and to perform its obligations hereunder.

Corporate Authority. Where the Client is a legal entity, the individual accepting these Terms represents and warrants that he or she is duly authorized to bind such entity, and that all corporate action necessary to authorize the engagement has been validly taken.

Accuracy of Information. The Client represents and warrants that all information furnished to the Company — including legal name, trading name, registered address, billing address, contact details, tax identification, and beneficial ownership information — is true, accurate, complete, and not misleading, and undertakes to promptly notify the Company of any material change thereto.

No Prohibited Persons. The Client represents and warrants that neither it, nor any of its directors, officers, beneficial owners, or authorized representatives, is: (a) listed on any sanctions list maintained by the United States Department of the Treasury Office of Foreign Assets Control (OFAC), the United Nations Security Council, the European Union, the United Kingdom, or any equivalent authority; (b) located in, organized under the laws of, or ordinarily resident in any comprehensively sanctioned jurisdiction; or (c) otherwise prohibited from receiving the Services under applicable export control, sanctions, anti-money laundering, or counter-terrorism financing laws.

Right of Refusal. The Company reserves the absolute and unqualified right, in its sole discretion and without obligation to state a reason, to decline any inquiry, refuse any engagement, reject any prospective Client, or terminate any engagement where it reasonably believes that acceptance or continuation would expose it to legal, regulatory, reputational, financial, or operational risk.

Description of Services. The Company offers, on a professional services basis, the following categories of Services:

Scope Governed by SOW. The precise scope, specification, deliverable list, timeline, revision allowance, and fee applicable to any particular engagement shall be governed exclusively by the SOW, MSA, proposal, or quotation accepted by the Client. Nothing on the Website, in any marketing material, in any social media publication, in any chatbot response, or in any preliminary discussion shall be construed as forming part of the contractual scope unless expressly incorporated into an executed SOW or MSA.

Exclusions from Scope. Unless expressly and specifically enumerated in the applicable SOW, the following are excluded from the scope of Services and, if requested, shall be quoted and invoiced separately: content writing and copywriting; translation and localization of Client copy; professional photography, videography, and illustration; logo design and full brand identity development; purchase of stock assets, fonts, plugins, themes, or third-party licenses; domain registration and renewal fees; hosting fees and server costs; ongoing artificial intelligence model usage fees, API consumption costs, and token charges; paid advertising spend and campaign management; ongoing search engine optimization retainers; ongoing content publication; email marketing platform configuration; migration of legacy content or data; accessibility certification or formal conformance auditing; legal review of Client-facing policies; native mobile application development; and post-support-period maintenance.

No Guarantee of Business Outcome. The Company provides technical and creative professional services. THE COMPANY MAKES NO REPRESENTATION, WARRANTY, GUARANTEE, OR ASSURANCE WHATSOEVER AS TO ANY COMMERCIAL, FINANCIAL, OR MARKETING OUTCOME, INCLUDING WITHOUT LIMITATION SALES VOLUME, REVENUE, PROFIT, LEAD VOLUME, LEAD QUALITY, CONVERSION RATE, TRAFFIC VOLUME, CUSTOMER ACQUISITION COST, RETURN ON INVESTMENT, OR MARKET POSITION. Any figures, benchmarks, case studies, or projections shared during the sales process are illustrative and historical in nature and do not constitute a promise of comparable results.

Inquiries Are Not Offers. Information displayed on the Website, including service descriptions and package outlines, constitutes an invitation to treat and does not constitute a binding offer capable of acceptance.

Quotations. Written quotations issued by the Company remain valid for fourteen (14) calendar days from the date of issuance unless otherwise expressly stated, after which they lapse automatically and without notice.

Formation of Contract. A binding contract is formed upon the earliest of: (a) the Client's written acceptance of a quotation or proposal; (b) the Client's execution of an MSA or SOW; (c) the Company's receipt of cleared funds in respect of any deposit or initial payment; or (d) the Client's express written instruction to the Company to commence work.

Order of Precedence. In the event of any conflict, inconsistency, or ambiguity between documents constituting the Agreement, the following order of precedence shall apply, in descending order of authority: (i) any executed change order, in respect of the matters it addresses; (ii) the executed MSA or SOW; (iii) the accepted written proposal or quotation; (iv) these Terms of Service; (v) the Privacy Policy; and (vi) any other document referenced herein.

Client Purchase Orders. Any terms and conditions appearing on the Client's purchase order, vendor onboarding portal, supplier terms, procurement platform, or other Client-issued document are hereby expressly rejected and shall be of no force or effect, notwithstanding the Company's acknowledgment, signature, or processing of such document, unless the Company has expressly accepted such terms in a signed writing that specifically identifies this Section 4.5.

Electronic Execution. The Parties agree that this Agreement and any related document may be executed by electronic signature, digital signature, typed name, click-acceptance, or other electronic means, and that such execution shall have the same legal force and effect as a handwritten signature under the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN), the Uniform Electronic Transactions Act as adopted in Wyoming, and any equivalent applicable law. The Parties waive any objection to the enforceability of this Agreement on the sole ground that it was executed electronically.

Duty of Cooperation. The Client acknowledges that the Company's ability to deliver the Services within the agreed timeline is materially dependent upon the Client's timely cooperation. The Client shall provide all Client Materials, approvals, feedback, decisions, and access credentials promptly and in a usable format.

Specific Client Responsibilities. Without limiting the generality of Section 5.1, the Client shall:

Client Delay. Where the Client fails to perform any obligation under this Section 5, and such failure causes delay, the Company shall be entitled, without liability and without prejudice to any other remedy: (a) to extend the delivery timeline by a period at least equal to the duration of the delay; (b) to reschedule the engagement into the next available production slot, which may be materially later than the original timeline; and (c) to invoice the Client for any documented costs, idle resource costs, or third-party charges incurred as a result of such delay.

Project Dormancy and Deemed Abandonment. Where the Client fails to respond to a written request for materials, feedback, approval, or payment for a continuous period of thirty (30) calendar days, the project shall be classified as Dormant. Where such failure continues for a continuous period of sixty (60) calendar days from the original request, the project shall be deemed Abandoned by the Client. Upon deemed abandonment: (i) all Fees paid to that date shall be forfeited and non-refundable; (ii) all outstanding invoices for work performed shall become immediately due and payable; (iii) the Company shall be under no obligation to retain, store, host, or deliver any work product, and may delete all associated files and repositories after a further thirty (30) days; and (iv) any subsequent reactivation of the project shall be subject to a reactivation fee and a fresh quotation at the Company's then-current rates.

Client Materials Warranty. The Client represents, warrants, and covenants that it owns, or holds all necessary rights, licenses, consents, releases, and permissions in respect of, all Client Materials, and that the Company's use, reproduction, modification, adaptation, translation, transmission, publication, and display of such Client Materials in the performance of the Services will not infringe, misappropriate, or violate any copyright, trademark, patent, trade secret, right of publicity, right of privacy, moral right, data protection right, or other right of any third party, nor violate any applicable law.

License to Client Materials. The Client hereby grants to the Company a non-exclusive, worldwide, royalty-free, sublicensable (to subcontractors and Third-Party Services) license to use, host, store, reproduce, modify, format, adapt, translate, and display the Client Materials solely to the extent necessary to perform the Services and to exercise the Company's rights under Section 13.9.

Fees. The Client shall pay the Fees specified in the applicable SOW, MSA, proposal, or invoice. All Fees are stated in United States Dollars (USD) unless expressly stated otherwise, and all payments shall be made in USD or in a stablecoin denominated in USD as provided in Section 7.

Deposits. Unless otherwise agreed in writing, the Company requires an upfront deposit prior to the commencement of work. THE DEPOSIT IS NON-REFUNDABLE and constitutes consideration for the reservation of production capacity, the allocation of technical resources, the scheduling of the engagement, and the commencement of discovery, architecture, and planning work. The Client expressly acknowledges that the Company declines other work and incurs opportunity cost in reliance upon the deposit. Work shall commence only upon receipt of cleared funds.

Milestone Payments. Where the SOW provides for milestone-based payment, each milestone payment shall become due and payable immediately upon the occurrence of the triggering event specified therein, irrespective of whether the Client has commenced use of the Deliverables.

Final Balance. Any final balance shall become due and payable upon project completion and handover, and prior to production deployment, source code release, or transfer of intellectual property rights.

Invoicing. Invoices shall be transmitted electronically to the email address furnished by the Client. Transmission to such address constitutes valid delivery. The Client shall ensure that such address is monitored and that messages from the Company are not filtered, blocked, or diverted.

Payment Term. Unless otherwise stated on the invoice, all invoices are payable immediately upon receipt, and in any event no later than seven (7) calendar days from the invoice date.

Disputed Invoices. The Client shall notify the Company in writing of any bona fide dispute in respect of an invoice within five (5) business days of receipt, specifying in reasonable detail the grounds of the dispute. Absent such timely written notice, the invoice shall be deemed accepted, acknowledged, and undisputed in full, and the Client shall be precluded from raising any subsequent objection thereto. The Client shall in all events pay the undisputed portion of any invoice when due.

No Set-Off. All Fees shall be paid in full without any deduction, set-off, counterclaim, abatement, withholding, or retention of any kind, save as required by applicable law.

Taxes and Gross-Up. All Fees are exclusive of all taxes, duties, levies, tariffs, and governmental charges of any nature. The Client shall be solely responsible for, and shall pay, any value added tax, goods and services tax, sales tax, use tax, stamp duty, import levy, or similar charge imposed in connection with the Services in any jurisdiction other than the United States. If the Client is required by law to withhold or deduct any amount from any payment, the Client shall increase the sum payable such that, after all required withholdings and deductions, the Company receives and retains an amount equal to the amount it would have received had no such withholding or deduction been required. The Client shall promptly furnish the Company with official receipts evidencing any amounts so withheld.

Transaction Costs. The Client shall bear all bank charges, wire fees, intermediary correspondent bank fees, card processing fees, currency conversion costs, foreign exchange spreads, blockchain network fees, and gas fees associated with the remittance of any payment. Where such costs are deducted from a remittance, the Client shall remain liable for the shortfall and shall promptly remit the difference.

Currency Fluctuation. The Company bears no responsibility for any loss, shortfall, or gain arising from currency fluctuation, exchange rate movement, or conversion spread between the date of invoicing and the date on which cleared funds are received.

Price Adjustments. The Company reserves the right to revise its published and quoted rates at any time. Any such revision shall apply prospectively to new engagements and to change orders, and shall not affect the fixed fee of an engagement already governed by an executed SOW.

Approved Payment Methods. The Company may, in its sole discretion, make available one or more of the following settlement methods: (a) credit or debit card processing via a secure third-party payment gateway; (b) manual bank transfer or Automated Clearing House (ACH) transfer; (c) international wire transfer via SWIFT to the Company's designated corporate banking account; and (d) where separately and expressly elected by the Client in writing, settlement in a USD-denominated stablecoin.

Client Election of Digital Asset Settlement. Where settlement is effected by means of digital assets, the Parties expressly record and document that the Client has independently initiated, selected, and requested the utilization of decentralized digital asset transfer as the settlement method for the relevant transaction, and that the Company has agreed to accept such settlement solely as a payment accommodation at the Client's request. The Client represents and warrants that such election was made freely, on the Client's own initiative, for reasons of settlement speed and cross-border efficiency, and not at the solicitation, inducement, direction, or recommendation of the Company.

Client Representations Regarding Digital Assets. Where the Client elects digital asset settlement, the Client further represents, warrants, and covenants that: (a) the digital assets transmitted are lawfully owned by the Client and derive from legitimate sources; (b) such assets are not the proceeds of, nor intended to facilitate, any criminal activity, money laundering, terrorist financing, sanctions evasion, tax evasion, or fraud; (c) the Client's use of digital assets is lawful in the Client's jurisdiction of residence and jurisdiction of business; (d) the Client is solely responsible for any tax reporting, declaration, or filing obligation arising from the transfer or disposal of such assets; and (e) the Client has independently verified the network, address, and asset parameters prior to transmission.

Irreversibility and Network Risk. THE CLIENT EXPRESSLY ACKNOWLEDGES THAT BLOCKCHAIN TRANSACTIONS ARE IRREVERSIBLE AND CANNOT BE CANCELLED, RECALLED, REVERSED, OR AMENDED ONCE BROADCAST. THE COMPANY SHALL BEAR NO LIABILITY WHATSOEVER FOR ANY LOSS ARISING FROM: TRANSMISSION TO AN INCORRECT ADDRESS; TRANSMISSION VIA AN INCORRECT OR UNSUPPORTED NETWORK OR CHAIN; TRANSMISSION OF AN INCORRECT OR UNSUPPORTED ASSET OR TOKEN CONTRACT; INSUFFICIENT NETWORK FEES; NETWORK CONGESTION, FORK, HALT, OR REORGANIZATION; SMART CONTRACT DEFECT; WALLET OR CUSTODIAN FAILURE; PRIVATE KEY LOSS OR COMPROMISE; OR ANY DEPEGGING, DEVALUATION, OR LOSS OF VALUE OF ANY STABLECOIN OR DIGITAL ASSET.

Value Determination. Where settlement is effected in digital assets, the amount transmitted must be such that the Company receives, net of all network and transfer costs, a quantity of the relevant stablecoin at least equal to the invoiced USD amount. Any shortfall shall remain a debt due and payable by the Client.

Proof of Settlement. Settlement shall be deemed final, complete, and non-repudiable upon: (a) in the case of banking or card settlement, the receipt of cleared funds into the Company's designated account, evidenced by the Company's banking or merchant processor records; or (b) in the case of digital asset settlement, the on-chain confirmation of the relevant transaction hash evidencing transfer of the specified quantity of the specified asset to the Company's designated receiving address on the specified network. Such records shall constitute conclusive and legally absolute proof of settlement absent manifest error.

No Money Transmission or Financial Services. The Company is a provider of software development and design services. The Company does not operate as a money transmitter, money services business, virtual asset service provider, exchange, custodian, broker, dealer, investment adviser, or financial institution. The Company does not provide, and nothing herein shall be construed as, financial, investment, tax, accounting, or legal advice of any kind. The Company accepts digital assets exclusively as consideration for its own services rendered, and does not exchange, convert, hold, or transmit digital assets on behalf of any third party.

Compliance Screening. The Company reserves the right to conduct, or to procure the conduct of, sanctions screening, address screening, blockchain analytics, and customer due diligence in respect of any payment, and to decline, freeze, return, or report any payment that raises a compliance concern, without liability to the Client. Where a payment is declined or returned, the underlying invoice shall remain outstanding and the Client shall settle by an alternative approved method.

Late Payment Interest. Any amount not paid when due shall bear interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law if lower, calculated daily and compounded monthly from the due date until the date of actual receipt of cleared funds, whether before or after judgment.

Administrative Fee. In addition to interest, the Company may levy a late payment administrative fee of fifty United States Dollars (USD 50.00) in respect of each invoice that remains unpaid more than seven (7) calendar days after its due date.

Suspension of Services. Without prejudice to any other right or remedy, the Company may, upon any payment remaining outstanding beyond its due date, immediately and without further notice: (a) suspend performance of all Services under all engagements with the Client; (b) suspend or withdraw access to staging environments, preview links, repositories, and administrative panels; (c) withhold delivery of Deliverables, source files, and documentation; (d) disable, deactivate, or remove any Deliverable hosted, deployed, or maintained on infrastructure controlled by the Company; and (e) withhold transfer of intellectual property rights pursuant to Section 13. The Company shall bear no liability for any loss, damage, downtime, or business interruption arising from a suspension properly effected under this Section.

Reinstatement Fee. Where Services have been suspended under Section 8.3, reinstatement shall be conditional upon payment in full of all outstanding amounts, accrued interest, administrative fees, and a reinstatement fee reflecting the Company's rescheduling and re-onboarding costs.

Recovery Costs. The Client shall indemnify and reimburse the Company in full for all costs and expenses incurred in the recovery of any overdue amount, including without limitation attorneys' fees, collection agency fees, court filing fees, arbitration fees, expert fees, and disbursements, on a full indemnity basis.

Chargebacks and Payment Reversals. The Client agrees not to initiate any chargeback, payment dispute, reversal, or bank recall in respect of any properly rendered Service. The Client acknowledges that initiating a chargeback in circumstances where the Services have been rendered constitutes a material breach of this Agreement. Where a chargeback or reversal is initiated, the Company may: (a) immediately terminate all engagements with the Client; (b) revoke all licenses granted hereunder, including any license to use the Deliverables; (c) disable or remove the Deliverables; (d) levy an administrative charge of one hundred fifty United States Dollars (USD 150.00) per disputed transaction; and (e) pursue recovery of the disputed amount together with all associated costs. The Company's project records, communication logs, delivery records, staging access logs, and commit history shall constitute evidence of performance.

Timelines Are Estimates. All delivery timelines, target dates, and turnaround periods communicated by the Company are good-faith estimates based upon the assumption of full and timely Client cooperation and the uninterrupted availability of Third-Party Services. TIME SHALL NOT BE OF THE ESSENCE unless expressly agreed otherwise in a signed writing that specifically references this Section 9.1.

Revision Allowance. Unless a different allowance is specified in the SOW, the Client shall be entitled to two (2) rounds of consolidated revisions per major deliverable. A "round" means a single, consolidated, written set of requested changes submitted together. Piecemeal, sequential, or fragmented requests shall each be counted as a separate round.

Scope of Revisions. Revisions are limited to refinements, corrections, and adjustments within the scope originally specified in the SOW. The following do not constitute revisions and shall be treated as change requests under Section 9.6: changes to the agreed sitemap, page count, or information architecture; changes to the agreed visual direction after approval; requests for additional features, integrations, languages, or templates; provision of substantially new or replacement Client Materials after the content deadline; and changes arising from a change in the Client's own business requirements.

Review Window. The Client shall review and respond to each submitted deliverable within five (5) business days of submission.

Deemed Acceptance. Where the Client fails to submit written feedback or rejection within the review window specified in Section 9.4, the relevant deliverable shall be deemed accepted and approved in full, the associated milestone shall be deemed achieved, any associated milestone payment shall become immediately due, and the revision allowance for that deliverable shall be deemed exhausted. The Client's launch, publication, or commercial use of any deliverable shall in all events constitute unconditional acceptance thereof.

Change Control. Any request falling outside the agreed scope shall be documented in a written change order specifying the revised scope, the additional Fees, and any adjustment to the timeline. No out-of-scope work shall be commenced until the change order has been accepted in writing by the Client and, where applicable, the additional Fee has been settled. The Company shall be under no obligation to accept any change request.

Handover. Upon full and final settlement of all Fees, the Company shall deliver the agreed Deliverables in the format specified in the SOW, together with such access credentials and basic operating documentation as may be specified therein. The Company shall not be obliged to deliver any Company IP, internal tooling, working files, design source files, or intermediate artifacts unless expressly enumerated in the SOW.

Support Period. Where the SOW specifies a technical support period, such period shall commence on the date of final delivery or deemed acceptance, whichever is earlier, and shall continue for the duration stated therein.

Scope of Support. Support during the support period is limited to the remediation of reproducible defects in the Deliverables as originally specified, meaning material failures of the Deliverables to function substantially in accordance with the SOW. The Company shall use commercially reasonable efforts to remediate verified defects within a reasonable period.

Exclusions from Support. Support does not extend to, and the Company shall have no obligation in respect of: new features, enhancements, or design changes; content updates, additions, or edits; issues arising from modifications made by the Client or any third party; issues arising from Third-Party Services, platform updates, API deprecations, browser updates, plugin conflicts, or hosting changes; issues arising from the Client's failure to maintain subscriptions, licenses, credentials, or hosting; performance degradation caused by Client-added content, scripts, or media; training, consulting, or general assistance; data recovery; or issues arising from security incidents not attributable to the Company's own negligence.

Expiry of Support. Upon expiry of the support period, all further work shall be subject to a separate engagement, retainer, or hourly quotation at the Company's then-current rates. The Company is under no obligation to offer ongoing maintenance.

No Service Level Commitment. Unless a separate written service level agreement has been executed, the Company gives no commitment as to uptime, availability, response time, resolution time, monitoring, or on-call coverage.

Nature of AI Systems. The Client expressly acknowledges that artificial intelligence and large language model systems are probabilistic, non-deterministic technologies. Their outputs are generated statistically and are not guaranteed to be accurate, complete, current, consistent, appropriate, or free from error. Identical inputs may produce differing outputs. Such systems are known to produce plausible but incorrect statements, commonly described as "hallucinations."

No Warranty of AI Output. THE COMPANY MAKES NO WARRANTY, REPRESENTATION, OR GUARANTEE OF ANY KIND AS TO THE ACCURACY, RELIABILITY, SUITABILITY, TONE, CONSISTENCY, LEGALITY, OR NON-OFFENSIVENESS OF ANY OUTPUT GENERATED BY ANY AI CHATBOT OR AI-ENABLED COMPONENT DELIVERED, CONFIGURED, OR INTEGRATED BY THE COMPANY.

Client Responsibility for Deployment. The Client is solely and exclusively responsible for: (a) the accuracy, completeness, legality, and currency of any reference material, knowledge base, documentation, pricing, policy, or training content supplied for chatbot configuration; (b) the decision to deploy an AI system in a customer-facing environment; (c) the monitoring, review, and moderation of AI outputs following deployment; (d) the implementation of appropriate human escalation pathways; (e) the provision of clear disclosure to end users that they are interacting with an automated system, where required by applicable law; and (f) all consequences flowing from any statement, representation, commitment, quotation, or advice generated by the AI system and relied upon by any end user.

Prohibited AI Applications. The Client shall not deploy, configure, or repurpose any AI system delivered by the Company to provide medical, psychological, psychiatric, legal, financial, investment, tax, insurance, pharmaceutical, or safety-critical advice, nor to make or influence decisions concerning credit, employment, housing, education, insurance eligibility, immigration status, or access to essential services, nor in any context where erroneous output could foreseeably result in death, personal injury, or material financial loss. The Client indemnifies the Company in full in respect of any such deployment.

Third-Party Model Dependency. Where an AI component depends upon a third-party model provider or API, the Client acknowledges that such provider may at any time and without notice modify, deprecate, restrict, reprice, rate-limit, suspend, or discontinue the relevant model, endpoint, or service, and may amend its own terms of use, acceptable use policy, or content policy. Any resulting degradation, interruption, cost increase, or loss of functionality is outside the Company's control and shall not constitute a defect, breach, or ground for refund. Remediation or migration work arising therefrom shall be chargeable.

Ongoing AI Operating Costs. Unless expressly stated otherwise in the SOW, all ongoing costs of operating an AI component — including API consumption, token charges, model subscription fees, inference costs, and hosting costs — are borne exclusively by the Client and are not included in the project Fee. The Client is responsible for maintaining a funded account with the relevant provider. The Company bears no liability for service interruption arising from the Client's failure to maintain such funding.

AI Regulatory Compliance. The Client is solely responsible for ensuring that its deployment of any AI system complies with all applicable laws and regulations in every jurisdiction in which the Deliverables are made available, including without limitation laws governing automated decision-making, chatbot disclosure, consumer protection, advertising standards, accessibility, and data protection.

Use of AI in the Production Process. The Client acknowledges and consents to the Company's use of artificial intelligence tools as part of its internal production workflow, including for code generation, code review, content structuring, design assistance, and quality assurance, subject always to the confidentiality obligations set forth in Section 15.

Nature of GEO Services. Generative Engine Optimization services consist of technical and structural preparation intended to improve the likelihood that a web property is accessible to, correctly interpreted by, and potentially cited by generative artificial intelligence systems and AI-assisted search surfaces. Such work includes structured data implementation, semantic markup, entity clarity, crawler accessibility configuration, and content architecture.

NO GUARANTEE OF RANKING, CITATION, OR VISIBILITY. THE CLIENT EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE COMPANY DOES NOT AND CANNOT GUARANTEE, AND MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER CONCERNING: (A) ANY SEARCH ENGINE RANKING OR POSITION; (B) ANY INCLUSION, MENTION, CITATION, RECOMMENDATION, OR REFERENCE IN THE OUTPUT OF ANY GENERATIVE AI SYSTEM, INCLUDING WITHOUT LIMITATION CHATGPT, PERPLEXITY, GOOGLE AI OVERVIEWS, GEMINI, CLAUDE, COPILOT, OR ANY SUCCESSOR OR EQUIVALENT SYSTEM; (C) ANY VOLUME OR QUALITY OF TRAFFIC, IMPRESSIONS, OR REFERRALS; (D) ANY INDEXING OR CRAWLING TIMELINE; OR (E) THE PERSISTENCE OF ANY VISIBILITY ONCE ACHIEVED.

Third-Party Control. All search engines, AI systems, model providers, and content platforms are independent third parties that operate proprietary, undisclosed, and frequently changing ranking, retrieval, indexing, training, and citation methodologies. Such parties may, at any time and without notice, alter their algorithms, discontinue features, change their crawling policies, restrict access, or exclude any website entirely, for any reason or no reason. The Company has no control, influence, or privileged access in respect of any such system, and makes no claim of affiliation, partnership, endorsement, or certification by any such party.

No Refund for Visibility Outcomes. The Client acknowledges that GEO and optimization Fees are paid for the performance of technical work and professional effort, and not for the achievement of any particular visibility outcome. No refund, credit, or remediation shall be available on the ground that a particular ranking, citation, or traffic outcome was not achieved.

Client Content and Reputation. Visibility in generative systems is materially influenced by factors wholly outside the Company's control, including the Client's brand authority, third-party mentions, reviews, press coverage, business longevity, and industry competitiveness. The Company's services address technical readiness only.

Prohibited Techniques. The Company employs only technically legitimate methodologies. The Company shall not engage in cloaking, hidden text, link schemes, content scraping, spam, or any other technique in contravention of applicable platform guidelines, and shall not be obliged to do so at the Client's request.

Company IP Reserved. All Company IP is and shall remain the exclusive property of the Company. Nothing in this Agreement operates to transfer, assign, or convey any right, title, or interest in Company IP to the Client.

License to Company IP. Upon full, cleared, and final settlement of all Fees, the Company grants to the Client a non-exclusive, worldwide, perpetual, irrevocable, non-transferable, non-sublicensable license to use such Company IP as is embedded within the Deliverables, solely to the extent necessary to operate and use the Deliverables for the Client's own internal business purposes.

Transfer of Deliverables Conditional Upon Payment. Subject to Section 13.1 and Section 13.4, and ONLY UPON FULL, CLEARED, AND FINAL SETTLEMENT OF ALL FEES DUE UNDER THE RELEVANT ENGAGEMENT, the Company assigns to the Client all of its right, title, and interest in and to the Deliverables created specifically for the Client thereunder. Prior to such settlement, all right, title, and interest in the Deliverables vests exclusively in the Company, and any use, reproduction, deployment, publication, or exploitation of the Deliverables by the Client shall constitute copyright infringement and a material breach of this Agreement.

Third-Party Components. The Deliverables may incorporate open-source software, third-party libraries, frameworks, fonts, icons, plugins, themes, or stock assets, each of which remains subject to the licence terms of its respective owner. No such component is assigned to the Client, and the Client's use thereof is governed exclusively by the applicable third-party licence. The Client is responsible for compliance with, and for the ongoing procurement and renewal of, any such licence.

Client Materials. All Client Materials remain the exclusive property of the Client. Nothing herein transfers ownership of Client Materials to the Company.

Revocation Upon Non-Payment or Chargeback. Where any Fee remains unpaid, or where a payment is reversed, charged back, recalled, or otherwise withdrawn after assignment, all licenses and assignments granted under this Section 13 shall automatically and immediately revert to and revest in the Company without notice, and the Client shall forthwith cease all use of the Deliverables and delete all copies thereof.

Moral Rights. To the maximum extent permitted by applicable law, the Company waives any moral rights it may hold in the assigned Deliverables, save for the right of attribution reserved under Section 13.8.

Attribution. The Company reserves the right to include a discreet attribution credit and hyperlink within the footer of any Deliverable. The Client may request removal of such attribution, which the Company may grant subject to payment of a white-label fee.

Portfolio and Promotional Rights. Notwithstanding any assignment under Section 13.3, the Client grants to the Company a perpetual, worldwide, royalty-free, non-exclusive right to reproduce, display, describe, and reference the Deliverables, the Client's name, the Client's trade name, and the Client's logo for the purposes of the Company's portfolio, case studies, website, social media, marketing materials, proposals, and award submissions. The Client may withdraw this right by written notice, in which case the Company shall cease new publication within a reasonable period but shall not be obliged to withdraw materials already distributed or printed. This Section does not authorize disclosure of information designated as Confidential Information under Section 15.

Residual Knowledge. Nothing in this Agreement restricts the Company from using, in the course of its business, the general skills, techniques, know-how, methodologies, architectures, and experience acquired or developed in the performance of the Services, provided that no Confidential Information or Client Material is disclosed.

No Exclusivity. The Client acknowledges that the Company provides similar services to other clients, including clients that may operate in the same industry or market segment, and that nothing in this Agreement creates any exclusivity, non-competition, or industry restriction upon the Company.

Prohibited Uses. The Client shall not request, procure, or use the Services, and shall not use any Deliverable, in connection with any of the following: (a) any activity that is unlawful in the United States, in the Client's own jurisdiction, or in any jurisdiction in which the Deliverables are made available; (b) content that infringes or misappropriates the intellectual property rights of any third party; (c) content that is defamatory, libelous, harassing, threatening, or that incites violence or hatred against any person or group; (d) sexually explicit material, adult services, or any material involving minors; (e) the sale or promotion of illegal narcotics, controlled substances, unlicensed pharmaceuticals, weapons, explosives, or prohibited items; (f) gambling, betting, lotteries, or games of chance where unlicensed in the applicable jurisdiction; (g) fraudulent schemes, pyramid schemes, Ponzi schemes, multi-level marketing misrepresentation, fake investment platforms, or deceptive financial products; (h) phishing, credential harvesting, malware distribution, botnet operation, spam, or any unauthorized data collection; (i) unregistered securities offerings, fraudulent token sales, or misleading financial promotions; (j) counterfeit goods, replica products, or trademark-infringing merchandise; (k) impersonation of any person, business, or governmental body; (l) misleading health, medical, or curative claims; (m) circumvention of sanctions, export controls, or trade restrictions; or (n) any activity that would cause the Company to breach the terms of service of any Third-Party Service.

Right to Refuse or Terminate. The Company may, at any time and in its sole discretion, decline to commence, suspend, or immediately terminate any engagement it reasonably believes to involve any prohibited use, without refund of any Fee paid and without liability. All Fees for work performed to the date of termination shall remain due and payable.

Website Use. In respect of the Company's own Website, the Client and all visitors shall not: attempt to gain unauthorized access to any system or account; probe, scan, or test the vulnerability of any system; interfere with or disrupt the integrity or performance of the Website; scrape, harvest, crawl, or extract data by automated means except as permitted by the Website's robots directives; reverse engineer or decompile any component; upload malicious code; or use the Website's chat interface for abusive, unlawful, or automated-attack purposes.

Chatbot Interactions on the Website. Any conversational interface made available on the Website is provided for informational and lead qualification purposes only. Its outputs do not constitute a binding offer, quotation, representation, warranty, or professional advice, and do not bind the Company. Binding terms are established exclusively through an executed SOW or MSA. The Client should not submit sensitive personal data, financial information, credentials, or confidential material through such interface.

Definition. "Confidential Information" means all non-public information disclosed by one Party ("Disclosing Party") to the other ("Receiving Party"), whether orally, visually, in writing, or in electronic form, that is designated as confidential or that would reasonably be understood to be confidential given its nature and the circumstances of disclosure, including business plans, financial information, customer lists, pricing, source code, repository keys, framework secrets, credentials, system vulnerabilities, technical architecture, marketing strategy, and personal data.

Obligations. The Receiving Party shall: (a) maintain the Confidential Information in strict confidence; (b) use it solely for the purpose of performing its obligations or exercising its rights under this Agreement; (c) apply no lesser degree of care than it applies to its own confidential information of like importance, and in no event less than a reasonable degree of care; and (d) disclose it only to those of its employees, contractors, professional advisers, and subcontractors who have a bona fide need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Exclusions. The obligations in Section 15.2 shall not apply to information that: (a) is or becomes publicly available other than through breach by the Receiving Party; (b) was lawfully in the Receiving Party's possession prior to disclosure without obligation of confidence; (c) is lawfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without reference to the Confidential Information.

Compelled Disclosure. The Receiving Party may disclose Confidential Information to the extent required by law, regulation, court order, or governmental authority, provided that, where legally permissible, it gives the Disclosing Party prompt written notice and reasonable cooperation in seeking protective treatment.

Duration. The obligations set forth in this Section 15 shall remain in force for a period of three (3) years following the termination or expiry of the relevant engagement, and indefinitely in respect of any information constituting a trade secret under applicable law.

Return or Destruction. Upon written request following termination, the Receiving Party shall return or destroy all Confidential Information in its possession, save for: (a) copies retained in routine backup or archival systems, which shall remain subject to the confidentiality obligations herein; and (b) copies required to be retained by applicable law, professional obligation, or for the establishment or defense of legal claims.

Privacy Policy. The Company's collection, use, and processing of personal data is governed by its Privacy Policy, which is incorporated herein by reference and forms an integral part of this Agreement.

Respective Roles. In respect of personal data collected by the Client through the Deliverables, the Client acts as the data controller (or equivalent) and the Company, where it processes such data at all, acts solely as a processor acting on the Client's documented instructions.

Client Compliance Responsibility. The Client is solely responsible for ensuring that its collection, processing, storage, and transfer of personal data through the Deliverables complies with all applicable data protection laws, including as applicable the EU General Data Protection Regulation, the UK GDPR, the California Consumer Privacy Act as amended, and any equivalent or analogous data protection legislation in any jurisdiction in which the Client operates or targets customers. This includes responsibility for the lawful basis of processing, consent capture, cookie and tracking consent, privacy notices, data subject rights handling, records of processing, international transfer mechanisms, and breach notification.

Data Processing Agreement. Where required by applicable law, the Parties shall execute a separate data processing agreement. In the absence of such agreement, the Company's processing shall be limited to that strictly necessary for the performance of the Services.

Sub-processors and International Transfer. The Client acknowledges and consents that the performance of the Services necessarily involves the use of Third-Party Services and subcontractors located in multiple jurisdictions worldwide, including jurisdictions outside the Client's own country of residence, and that personal data may accordingly be transferred across international borders.

No Special Category Data. The Client shall not transmit to the Company, nor configure the Deliverables to collect, any special category, sensitive, or high-risk personal data — including health data, biometric data, genetic data, data revealing racial or ethnic origin, political opinions, religious beliefs, trade union membership, sexual orientation, criminal records, or financial account credentials — without the Company's prior express written consent and the execution of appropriate supplementary safeguards.

Security Measures. The Company shall implement commercially reasonable technical and organizational measures to protect data in its possession. HOWEVER, THE CLIENT ACKNOWLEDGES THAT NO METHOD OF ELECTRONIC TRANSMISSION OR STORAGE IS COMPLETELY SECURE, AND THE COMPANY DOES NOT AND CANNOT WARRANT ABSOLUTE SECURITY.

Post-Delivery Security. Following handover, the security, patching, monitoring, credential management, and access control of the Deliverables and their hosting environment are the exclusive responsibility of the Client. The Company bears no liability for any breach, intrusion, defacement, data loss, or compromise occurring after handover, save to the extent directly and solely caused by the Company's own gross negligence.

Backups. The Client is solely responsible for maintaining complete and current backups of the Deliverables and of all associated data. The Company does not undertake, and shall not be liable for, any data backup, archival, retention, or recovery obligation unless expressly contracted in writing.

Dependency Acknowledged. The Client acknowledges that the Deliverables depend materially upon Third-Party Services over which the Company exercises no control.

No Responsibility. THE COMPANY SHALL BEAR NO LIABILITY WHATSOEVER FOR ANY ACT, OMISSION, DEFECT, OUTAGE, DOWNTIME, SUSPENSION, TERMINATION, SECURITY BREACH, DATA LOSS, POLICY CHANGE, PRICE CHANGE, DEPRECATION, RATE LIMITATION, GEOGRAPHIC RESTRICTION, OR ACCOUNT ACTION OF ANY THIRD-PARTY SERVICE, NOR FOR ANY CONSEQUENCE THEREOF.

Third-Party Terms. The Client's use of any Third-Party Service is governed exclusively by that provider's own terms of service, acceptable use policy, and privacy policy, to which the Client must independently agree. The Client is responsible for reviewing, accepting, and complying with such terms.

Accounts in Client's Name. Wherever practicable, all Third-Party Service accounts shall be established in the Client's own name, under the Client's own billing instrument, and under the Client's ultimate control. Where, at the Client's request, the Company temporarily establishes or administers an account on the Client's behalf, the Client shall migrate such account to its own control promptly upon handover, and the Company may, upon thirty (30) days' written notice, cease administering or paying for any such account.

No Endorsement. Reference to any Third-Party Service does not constitute endorsement, certification, partnership, or affiliation.

Right to Subcontract. The Company reserves the right to perform any part of the Services through employees, independent contractors, freelancers, affiliates, subsidiaries, or related entities in any jurisdiction, without the requirement of prior notice to or consent from the Client.

Company Remains Responsible. Notwithstanding any subcontracting, the Company shall remain the Client's sole contractual counterparty and shall remain responsible for the performance of the Services in accordance with this Agreement.

Confidentiality Flow-Down. The Company shall procure that all subcontractors are bound by confidentiality obligations substantially equivalent to those set forth in Section 15.

No Direct Relationship. The Client shall have no direct contractual relationship with, and shall assert no claim directly against, any subcontractor, affiliate, member, officer, or employee of the Company.

Undertaking. During the term of any engagement and for a period of twelve (12) months following its conclusion, the Client shall not, directly or indirectly, solicit for employment or engagement, employ, or engage any employee, contractor, or subcontractor of the Company who was materially involved in the performance of the Services, without the Company's prior written consent.

Liquidated Damages. The Parties acknowledge that damages for breach of Section 19.1 would be difficult to quantify. Accordingly, in the event of breach, the Client shall pay to the Company, as liquidated damages and not as a penalty, an amount equal to fifty percent (50%) of the relevant individual's projected first-year gross compensation, or five thousand United States Dollars (USD 5,000.00), whichever is greater. The Parties agree that this sum represents a genuine pre-estimate of loss.

Exception. This Section shall not apply to responses to bona fide general public advertisements not specifically directed at Company personnel.

Limited Company Warranty. The Company warrants solely that the Services shall be performed in a professional and workmanlike manner consistent with generally accepted industry standards, by personnel possessing appropriate skill and experience. This warranty extends for a period of thirty (30) days from final delivery. The Client's sole and exclusive remedy for breach of this warranty, and the Company's entire liability therefor, shall be, at the Company's election, the re-performance of the deficient Services or a refund of the portion of the Fee attributable to the deficient Services.

GENERAL DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 20.1, THE SERVICES, THE DELIVERABLES, AND THE WEBSITE ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS," WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY HEREBY EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, SYSTEM INTEGRATION, OR UNINTERRUPTED OR ERROR-FREE OPERATION.

Specific Non-Warranties. WITHOUT LIMITING THE GENERALITY OF SECTION 20.2, THE COMPANY DOES NOT WARRANT THAT: (A) THE DELIVERABLES WILL BE FREE FROM ALL DEFECTS, BUGS, OR ERRORS; (B) THE DELIVERABLES WILL OPERATE WITHOUT INTERRUPTION; (C) THE DELIVERABLES WILL BE COMPATIBLE WITH ALL BROWSERS, DEVICES, OPERATING SYSTEMS, SCREEN SIZES, ASSISTIVE TECHNOLOGIES, OR FUTURE VERSIONS THEREOF; (D) THE DELIVERABLES WILL CONFORM TO ANY PARTICULAR ACCESSIBILITY, SECURITY, OR REGULATORY STANDARD UNLESS EXPRESSLY CONTRACTED; (E) ANY PARTICULAR PERFORMANCE SCORE, PAGE SPEED METRIC, OR LIGHTHOUSE RATING WILL BE ACHIEVED OR MAINTAINED; (F) ANY SEARCH, AI, OR SOCIAL PLATFORM WILL INDEX, RANK, CITE, APPROVE, OR PERMIT THE DELIVERABLES; OR (G) THE DELIVERABLES WILL BE SECURE AGAINST ALL INTRUSION, ATTACK, OR COMPROMISE.

No Professional Advice. Nothing provided by the Company constitutes legal, tax, accounting, financial, investment, medical, regulatory, or compliance advice. The Client shall obtain independent professional advice in respect of its own business, jurisdiction, and regulatory obligations.

Statutory Rights. Certain jurisdictions do not permit the exclusion of certain warranties. Where and to the extent that such law applies and cannot lawfully be excluded, the disclaimers in this Section 20 shall apply to the maximum extent permitted by that law, and the remaining provisions shall continue in full force.

EXCLUSION OF INDIRECT DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, NOR FOR ANY LOSS OF PROFIT, LOSS OF REVENUE, LOSS OF SAVINGS, LOSS OF BUSINESS, LOSS OF OPPORTUNITY, LOSS OF GOODWILL, LOSS OF REPUTATION, LOSS OF ANTICIPATED SALES, LOSS OF CONTRACT, BUSINESS INTERRUPTION, COST OF SUBSTITUTE SERVICES, OR LOSS OR CORRUPTION OF DATA, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF STATUTORY DUTY, OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

AGGREGATE LIABILITY CAP. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF THE COMPANY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICES, THE DELIVERABLES, AND THE WEBSITE, IN RESPECT OF ANY AND ALL CLAIMS IN THE AGGREGATE, WHETHER ARISING IN CONTRACT, TORT, STATUTE, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY RECEIVED AND RETAINED BY THE COMPANY FROM THE CLIENT UNDER THE SPECIFIC ENGAGEMENT GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO SUCH CLAIM.

Website Visitors. Where no Fees have been paid, the Company's aggregate liability to any Website visitor shall not exceed one hundred United States Dollars (USD 100.00).

Basis of the Bargain. The Client acknowledges that the Fees have been set in reliance upon the limitations and exclusions set forth in Sections 20 and 21, that such limitations represent a reasonable and agreed allocation of risk between the Parties, and that the Company would not enter into this Agreement on the agreed commercial terms absent such limitations. These limitations shall apply notwithstanding the failure of the essential purpose of any limited remedy.

Time Bar. ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT MUST BE COMMENCED WITHIN ONE (1) YEAR FROM THE DATE ON WHICH THE CAUSE OF ACTION FIRST ACCRUED, FAILING WHICH SUCH CLAIM SHALL BE PERMANENTLY AND IRREVOCABLY BARRED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Carve-Outs. Nothing in this Agreement operates to exclude or limit liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited under applicable law.

No Personal Liability. The Client acknowledges that the Company is a limited liability company and agrees that no claim shall be asserted against any member, manager, officer, employee, contractor, or agent of the Company in their personal capacity in respect of any matter arising under this Agreement.

Client Indemnity. The Client shall indemnify, defend, and hold harmless the Company and its members, managers, officers, employees, affiliates, contractors, subcontractors, and agents (collectively, the "Indemnified Parties") from and against any and all claims, demands, actions, proceedings, investigations, liabilities, losses, damages, fines, penalties, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and disbursements on a full indemnity basis) arising out of or in connection with:

Procedure. The Company shall give the Client reasonable notice of any claim subject to indemnification. The Company reserves the right, at the Client's expense, to assume exclusive control of the defense and settlement of any such claim, in which case the Client shall cooperate fully. The Client shall not settle any claim in a manner that imposes any obligation, admission, or restriction upon any Indemnified Party without that party's prior written consent.

Survival. The indemnification obligations set forth in this Section 22 shall survive the termination or expiry of this Agreement indefinitely.

Term. This Agreement shall take effect upon the Client's first access to the Website or first engagement of the Company, whichever is earlier, and shall continue until terminated in accordance with this Section 23. Each individual engagement shall continue until all Deliverables thereunder have been delivered and accepted and all Fees settled.

Termination by the Client. The Client may terminate an engagement at any time upon written notice. Upon such termination: (a) all deposits and payments made to date shall be forfeited and are non-refundable; (b) the Client shall pay for all work performed and all costs and third-party commitments incurred up to the effective date of termination, calculated on a percentage-of-completion basis or at the Company's standard hourly rate, whichever is greater; (c) no Deliverable, source file, or intellectual property right shall be transferred; and (d) a cancellation administration charge may be levied.

Termination by the Company for Convenience. The Company may terminate an engagement upon fourteen (14) days' written notice. In such case, the Company shall deliver such work product as has been completed and paid for, and shall refund any prepaid Fee attributable to work not yet commenced, excluding the non-refundable deposit. This shall constitute the Client's sole and exclusive remedy.

Termination for Cause. Either Party may terminate immediately upon written notice where the other Party: (a) commits a material breach that is incapable of remedy, or that, being capable of remedy, remains unremedied for ten (10) days following written notice; (b) becomes insolvent, enters liquidation, administration, receivership, or bankruptcy, makes an assignment for the benefit of creditors, or ceases to carry on business; or (c) is subject to any event analogous to the foregoing in any jurisdiction.

Immediate Termination by the Company. The Company may terminate immediately and without notice or refund where the Client: (a) fails to pay any amount when due; (b) engages in any prohibited use under Section 14; (c) initiates a chargeback or payment reversal; (d) engages in abusive, threatening, harassing, discriminatory, or defamatory conduct toward Company personnel; (e) breaches Section 15 or Section 19; (f) is found to have provided false or misleading information; or (g) becomes subject to sanctions or is otherwise a prohibited person under Section 2.5.

Effect of Termination. Upon termination for any reason: (i) all outstanding invoices shall become immediately due and payable; (ii) all licenses granted to the Client shall terminate save as expressly stated otherwise; (iii) the Company may revoke access to all environments, repositories, and panels; (iv) each Party shall return or destroy Confidential Information in accordance with Section 15.6; and (v) the Company may delete all Client-related files, repositories, and data after ninety (90) days.

Survival. Sections 1, 5.5, 6, 7.4, 7.6, 7.7, 8, 12.2, 13, 15, 16, 19, 20, 21, 22, 23.6, 23.7, 25, and 26 shall survive the termination or expiry of this Agreement, together with any other provision that by its nature is intended to survive.

Definition. "Force Majeure Event" means any event or circumstance beyond the reasonable control of the affected Party, including without limitation: acts of God; natural disaster; earthquake; flood; fire; storm; epidemic or pandemic; war, invasion, armed conflict, or act of terrorism; civil unrest, riot, or insurrection; strike, lockout, or labor dispute; governmental action, embargo, sanction, export restriction, or change in law; failure or interruption of electrical power, telecommunications, or internet infrastructure; nationwide or regional internet restriction or shutdown; cyberattack, ransomware, or distributed denial-of-service attack; failure, outage, suspension, deprecation, or discontinuation of any Third-Party Service; failure or restriction of any payment network, banking system, or blockchain network; and the serious illness, incapacity, or death of key personnel.

Effect. Neither Party shall be in breach of this Agreement, nor liable for any delay or failure in performance, to the extent such delay or failure results from a Force Majeure Event. The affected Party shall notify the other within a reasonable period and shall use commercially reasonable efforts to mitigate and resume performance.

Extension of Timeline. Upon the occurrence of a Force Majeure Event, all delivery timelines shall be automatically extended for the duration of the event, up to a maximum grace period of thirty (30) calendar days without penalty.

Prolonged Events. Where a Force Majeure Event continues for more than sixty (60) consecutive days, either Party may terminate the affected engagement upon written notice, in which case the Client shall pay for all work performed to that date and no further liability shall arise on either side.

Payment Obligations Unaffected. For the avoidance of doubt, a Force Majeure Event shall not excuse the Client's obligation to pay amounts already due and payable.

Governing Law. This Agreement, and all matters arising out of or relating to it — including its formation, validity, interpretation, performance, breach, and termination, and any non-contractual obligation arising from or connected with it — shall be governed by and construed exclusively in accordance with the laws of the State of Wyoming, United States of America, without regard to its conflict of laws principles.

Exclusion of the CISG. The United Nations Convention on Contracts for the International Sale of Goods is hereby expressly excluded and shall not apply to this Agreement.

Good Faith Negotiation. Prior to commencing any formal proceeding, the Parties shall first attempt in good faith to resolve any dispute through direct written negotiation between senior representatives for a period of thirty (30) days following written notice of the dispute, which notice shall set out the nature of the dispute and the relief sought.

Binding Arbitration. Any dispute, controversy, or claim not resolved under Section 25.3 shall be finally and exclusively resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules (or, where the Client is located outside the United States, its International Centre for Dispute Resolution International Arbitration Rules). The arbitration shall be conducted by a single arbitrator. The seat of arbitration shall be Sheridan County, Wyoming, United States of America. The language of the arbitration shall be English. Proceedings may be conducted remotely by videoconference at the arbitrator's discretion. The award shall be final and binding, and judgment thereon may be entered in any court of competent jurisdiction.

WAIVER OF JURY TRIAL. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

CLASS ACTION WAIVER. ALL CLAIMS SHALL BE BROUGHT SOLELY IN THE PARTY'S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR SHALL HAVE NO AUTHORITY TO CONSOLIDATE CLAIMS OR TO PRESIDE OVER ANY FORM OF CLASS PROCEEDING. IF THIS PROVISION IS HELD UNENFORCEABLE, THE ENTIRETY OF SECTION 25.4 SHALL BE NULL AND VOID AS TO THE AFFECTED CLAIM.

Exceptions to Arbitration. Notwithstanding Section 25.4, either Party may: (a) seek interim, injunctive, or equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information; and (b) bring an individual claim in a small claims court of competent jurisdiction where the claim falls within that court's jurisdictional limit.

Forum for Court Proceedings. Where a matter is not subject to arbitration, or where arbitration is held unenforceable, the Parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Sheridan County, Wyoming, United States of America, and waive any objection on the grounds of venue, inconvenient forum, or otherwise.

Prevailing Party Costs. In any proceeding arising out of this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees, arbitration fees, expert fees, and costs from the non-prevailing Party, to the maximum extent permitted by applicable law.

Consumer Rights Preserved. Where the Client is a consumer and applicable mandatory consumer protection law in the Client's country of habitual residence confers rights that cannot be derogated from by agreement, nothing in this Section 25 shall deprive the Client of the protection of those mandatory provisions.

Entire Agreement. This Agreement, together with the Privacy Policy and any executed MSA or SOW, constitutes the entire agreement between the Parties in respect of its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations, representations, proposals, and communications, whether oral or written. Each Party acknowledges that in entering into this Agreement it has not relied upon any statement, representation, assurance, or warranty not expressly set out herein, save in respect of fraudulent misrepresentation.

Amendment of These Terms. The Company reserves the right to amend, modify, supplement, or replace these Terms of Service at any time by publishing an updated version on the Website, with a revised "Last Updated" date. Amendments take effect upon publication and apply prospectively to new engagements and to the Client's continued use of the Website. Amendments shall not retroactively alter the commercial terms of an engagement already governed by an executed SOW or MSA. It is the Client's responsibility to review these Terms periodically. Continued use of the Website or continued engagement of the Company following publication constitutes acceptance of the amended Terms.

Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be modified to the minimum extent necessary to render it enforceable while preserving the Parties' original intent as closely as possible, or, if modification is not possible, shall be severed. The remaining provisions shall continue in full force and effect.

No Waiver. No failure, delay, or partial exercise by either Party in exercising any right, power, or remedy shall operate as a waiver thereof. Any waiver must be in writing and signed by the waiving Party, and shall be effective only in the specific instance and for the specific purpose given.

Assignment. The Client shall not assign, novate, transfer, charge, or otherwise dispose of this Agreement or any right or obligation hereunder without the prior written consent of the Company. The Company may assign or novate this Agreement in whole or in part, including in connection with any merger, acquisition, restructuring, corporate reorganization, or sale of assets, without consent. Any purported assignment in contravention of this Section shall be void.

Independent Contractor. The Parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, franchise, fiduciary, or employment relationship between them. Neither Party has authority to bind the other or to incur any obligation on the other's behalf.

No Third-Party Beneficiaries. Save for the Indemnified Parties identified in Section 22.1, no person who is not a Party to this Agreement shall have any right to enforce any of its terms.

Notices. All formal notices shall be in writing and shall be delivered to the Company by email to the address published on the Website, and to the Client at the email address furnished by the Client. A notice shall be deemed received on the next business day following transmission, provided no delivery failure notification is received. Communication via WhatsApp, social media direct message, or chat interface is permitted for operational and project communication but shall not constitute valid service of a formal legal notice.

Language. These Terms of Service are drafted in the English language. Any translation is provided for convenience only. IN THE EVENT OF ANY DISCREPANCY, INCONSISTENCY, OR CONFLICT BETWEEN THE ENGLISH VERSION AND ANY TRANSLATION, THE ENGLISH VERSION SHALL PREVAIL for all purposes, including interpretation, construction, and dispute resolution.

Counterparts. Any MSA or SOW may be executed in counterparts, each of which shall constitute an original and all of which together shall constitute one and the same instrument.

Further Assurance. Each Party shall, at the reasonable request and cost of the other, execute such documents and perform such acts as may reasonably be required to give full effect to this Agreement, including in respect of the perfection of any intellectual property assignment under Section 13.

Headings. Section headings are for convenience only and shall not affect interpretation.

Cumulative Remedies. Except as expressly stated otherwise, the rights and remedies provided under this Agreement are cumulative and in addition to, and not exclusive of, any rights or remedies provided at law or in equity.