CLIENT TERMS AND CONDITIONS

1. Introduction

These Terms and Conditions (the "Terms"), together with any Work Order(s), Proposal(s), and/or Statement(s) of Work between you or the company or organization you represent ("you," "Client," or "Company") and Design Extensions, LLC, DBA Business Builders ("we," "us," or "Consultant"), form an agreement between you and us (collectively, the "Agreement"). If there is a conflict between these Terms and a Work Order, the Work Order controls for that project.

2. Scope of Services

Consultant will provide the services described in the applicable Work Order, Proposal, and/or Statement of Work (the "Services"). Any services not expressly described are out of scope. Consultant may use qualified subcontractors to perform portions of the Services and remains responsible for their work.

3. Invoicing and Payment

Unless otherwise specified in the applicable Work Order: (a) invoices are due within 15 days of receipt; (b) all payments received from Client are non-refundable for any reason; (c) late payments will incur interest at the rate of 18% per annum (or the highest rate permitted by applicable law if lower), calculated and applied daily based on a 365-day year; (d) all deposits and advance payments are nonrefundable; and (e) Consultant may suspend Services if any invoice is more than 15 days past due, and such suspension is not a breach of this Agreement.

4. Single Point of Contact

Client agrees to maintain one consistent point of contact throughout each project. Any change in this contact person, especially after the initial Blueprint phase, may require a reassessment of the project and additional charges for re-quoting or an additional Blueprint phase.

5. Client Responsibilities and Cooperation

Client will provide timely feedback, approvals, content, credentials, and access reasonably requested by Consultant. Consultant's deadlines are contingent on Client's timely cooperation, and delays caused by Client extend Consultant's deadlines accordingly.

6. Client Materials

Client is solely responsible for all text, images, video, logos, trademarks, data, testimonials, product and service claims, contact lists, and other materials or instructions Client provides to Consultant ("Client Materials"). Client represents and warrants that:

• (a) Client owns or has all rights and licenses necessary for Consultant to use the Client Materials as contemplated by this Agreement;
• (b) the Client Materials do not infringe or misappropriate any third party's intellectual property, privacy, publicity, or other rights;
• (c) all claims and statements in or about Client's products, services, and business contained in Client Materials or approved by Client are accurate, substantiated, and lawful; and
• (d) all contact lists and personal data provided by Client were collected lawfully and with all consents required for the intended use (including email and SMS marketing).

Consultant may rely on Client Materials without independent verification.

7. No Legal Advice; Client Compliance Responsibility

Consultant is a marketing agency, not a law firm, and does not provide legal advice. Client is solely responsible for ensuring that Client's website, marketing, advertising, data practices, and business operations comply with all laws and regulations applicable to Client, including without limitation privacy and data protection laws (such as GDPR, CCPA/CPRA, and the Florida Digital Bill of Rights), email and telemarketing laws (such as CAN-SPAM and the TCPA), accessibility laws, consumer protection and advertising laws, and industry-specific regulations.

Client is solely responsible for obtaining, maintaining, and keeping current its own legal documents and notices, including privacy policies, terms of use, disclaimers, and cookie or consent notices, and should consult its own legal counsel regarding the same. If Consultant places any compliance-related content or tools on Client's website (including template policies or consent banners), it does so as a convenience at Client's direction, without warranty, and such content does not constitute legal advice.

8. Accessibility

Where a Work Order includes accessibility services, Consultant will apply the accessibility standard specified in that Work Order (for example, WCAG 2.1 Level AA) as a design target. Client acknowledges that accessibility standards evolve, that conformance depends in part on content and changes Client or third parties make after delivery, and that no website can be guaranteed to be free from accessibility claims. Consultant does not warrant or guarantee that any website or deliverable is or will remain compliant with the ADA or any accessibility law, or that Client will not receive accessibility-related claims.

9. Intellectual Property; Assignment and License

Subject to Consultant's receipt of all fees due under the applicable Work Order: (a) Consultant assigns to Client all right, title, and interest in and to the final versions of the deliverables created by Consultant for Client under the applicable Work Order (the "Deliverables"); provided that Consultant retains all right, title, and interest in and to all preliminary works and versions, and to Consultant's preexisting and independently developed practices, designs, software, scripts, algorithms, methods, tools, and other intellectual property ("Consultant IP"). To the extent any Consultant IP is embedded in a Deliverable, Consultant grants Client a nonexclusive, perpetual, royalty-free license to use it as part of the Deliverable.

10. Video Footage

Subject to Consultant's receipt of all fees due under the applicable Work Order, all rights to final edited video produced under this Agreement shall belong to Client, and Consultant will deliver final edited video upon completion of the Services. Raw footage remains the property of Consultant unless the Work Order provides for raw footage delivery, in which case Consultant will deliver raw footage upon full payment. Client grants Consultant a nonexclusive, worldwide, royalty-free, perpetual, sublicensable license to use video produced under this Agreement for Consultant's promotional and marketing purposes.

11. Third-Party Materials and Platforms

Deliverables may incorporate or depend on third-party materials and services, including stock photography, fonts, themes, plugins, hosting infrastructure, APIs, CRM and marketing platforms (such as HubSpot), and AI tools ("Third-Party Materials"). Third-Party Materials are subject to their own license terms, and Client is responsible for any ongoing subscription, license, or usage fees after delivery. Consultant is not responsible or liable for the acts, omissions, outages, price changes, feature changes, or discontinuation of any third-party platform or service.

12. Artificial Intelligence Services

Where the Services include AI strategy, AI development, or AI-generated content, Client acknowledges that: (a) outputs of AI tools may contain errors, omissions, or inaccuracies and are provided without warranty of accuracy, completeness, or non-infringement; (b) Client is responsible for reviewing and approving AI-generated content before use; and (c) the availability and scope of copyright protection for AI-generated material is unsettled and may be limited.

13. Warranties; Disclaimer

Consultant represents and warrants that: (a) it is not party to any agreement or restricted by any order that would prohibit it from performing its obligations under this Agreement; and (b) it will perform the Services in a workmanlike and professional manner, substantially in accordance with agreed-upon specifications and industry standards.

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS," AND CONSULTANT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CONSULTANT DOES NOT WARRANT OR GUARANTEE ANY PARTICULAR MARKETING OR BUSINESS RESULTS, INCLUDING SEARCH ENGINE RANKINGS, WEBSITE TRAFFIC, LEADS, CONVERSIONS, FOLLOWERS, OR REVENUE.

14. Post-Delivery Changes and Maintenance

Consultant is not responsible for issues, errors, security incidents, accessibility deficiencies, or compliance failures caused by (a) modifications to any Deliverable made by Client or any third party after delivery, or (b) Client's failure to maintain, update, or secure its website or systems, unless Client has engaged Consultant under a separate maintenance or hosting agreement covering the issue.

15. Confidentiality

Each party agrees to keep confidential and not disclose to any third party any confidential or proprietary information of the other party that is marked as confidential or would reasonably be considered confidential, except to the extent necessary to perform its obligations under this Agreement or as required by law.

16. Deadlines and Deliverables

Consultant will use commercially reasonable efforts to meet deadlines specified in the applicable Work Order, subject to delays caused by Client or circumstances beyond Consultant's control. If Consultant fails to deliver any Services or Deliverables by an applicable deadline, Client must provide written notice, and Consultant shall have fifteen (15) days to cure. If Consultant fails to cure, Client may terminate the applicable Work Order and shall pay for Services performed and Deliverables completed through the termination date.

17. Changes to Scope

If Client requests changes to the scope of work or Deliverables after work has commenced, Consultant will provide an estimate of any additional fees or timeline impact, and will not proceed with such changes until receiving Client's written approval and any required payment.

18. Client Approval and Revisions

Client may review and approve Deliverables and request reasonable revisions consistent with the original scope and the revision rounds specified in the applicable Work Order. Consultant will make such revisions promptly, subject to the applicable timelines. Revisions beyond the included rounds or outside the original scope will be handled as scope changes under Section 17.

19. Delays; Project Pause

In the case of unreasonable or persistent delays caused by Client, Consultant may pause the project for up to 90 days and invoice for services rendered through the pause date based on Consultant's then-current hourly rate of $150.00 (not to exceed the total amount of the Fee). Consultant will reschedule the project when Client is ready to recommence, at a mutually convenient time; additional fees or expenses may apply and will be documented in a change order or new Work Order. If Client does not recommence within 90 days of the pause, Consultant may terminate the applicable Work Order and invoice for all work performed.

20. Mutual Indemnification

(a) By Consultant. Consultant shall indemnify, defend, and hold harmless Client and its officers, directors, employees, and agents from and against third-party claims, damages, liabilities, costs, and expenses (including reasonable attorney's fees) arising out of (i) Consultant's material breach of this Agreement, (ii) Consultant's gross negligence or willful misconduct, or (iii) a claim that a Deliverable, as delivered by Consultant and excluding Client Materials and Third-Party Materials, infringes a third party's United States intellectual property rights.

(b) By Client. Client shall indemnify, defend, and hold harmless Consultant and its officers, members, employees, agents, and subcontractors from and against third-party claims, damages, liabilities, costs, and expenses (including reasonable attorney's fees) arising out of (i) Client Materials, including any claim of infringement, defamation, false advertising, or unlawful data collection or use; (ii) Client's products, services, business operations, or business practices; (iii) Client's use of any Deliverable after delivery, including modifications by Client or third parties; (iv) marketing campaigns, emails, or messages sent at Client's direction or to Client-provided lists; and (v) Client's failure to comply with laws applicable to Client, including privacy, accessibility, and advertising laws.

(c) The indemnified party must give prompt notice of any claim and reasonable cooperation, and the indemnifying party controls the defense and settlement (provided any settlement imposing obligations on the indemnified party requires its consent).

21. Limitation of Liability

To the maximum extent permitted by applicable law: (a) neither party shall be liable for any incidental, special, indirect, punitive, or consequential damages, or for lost profits, lost revenue, or lost data, whether in contract, tort, or otherwise, even if advised of the possibility of such damages; and (b) each party's maximum aggregate liability for all claims arising out of or relating to a Work Order (including the Services and Deliverables provided under it) shall not exceed the total fees paid or payable under that Work Order. The exclusions in clause (a) do not apply to Client's payment obligations or to either party's indemnification obligations under Section 20.

22. Promotion

Client agrees that Consultant may, and grants all licenses necessary for Consultant to: (a) describe the Services and use the Deliverables in connection with promoting and marketing Consultant's business, including in its portfolio, case studies, and educational content; and (b) use Client's name, logo, and trademarks in connection with such promotional activities. Client may opt out of this Section by written notice, in which case a confidentiality premium may apply as set forth in the Work Order.

23. Termination

Either party may terminate the applicable Work Order if the other party fails to perform any material obligation; provided that, if the failure is curable, the non-breaching party must give written notice and at least ten (10) days to cure, and may only terminate if the breach is not cured within the cure period. Upon any termination, Client shall pay for all Services performed and expenses incurred through the effective date of termination, and Sections 6, 7, 9, 10, 13, 15, 20, 21, 22, 24, and 25 survive.

24. Non-Solicitation

During the term of any active Work Order and for twelve (12) months after its completion, neither party will directly solicit for employment any employee of the other party with whom it worked under this Agreement, without the other party's written consent. General public job postings are not a violation of this Section.

25. Governing Law; Venue; Attorney's Fees

This Agreement is governed by the laws of the State of Florida, without regard to conflict of law principles. Any legal action arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in St. Johns County, Florida, and the parties consent to the jurisdiction and venue of such courts. In any action to enforce this Agreement, the prevailing party is entitled to recover its reasonable attorney's fees and costs.

26. Force Majeure

Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, labor disputes, utility or internet failures, or governmental action, provided the affected party gives prompt notice and resumes performance as soon as practicable.

27. Independent Contractor

Consultant is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

28. Miscellaneous

This Agreement is the entire agreement of the parties concerning its subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings. (For avoidance of doubt, these Terms do not apply to hosting services, which are subject to the Hosting Terms and Conditions available at https://businessbldrs.com/hosting-terms-conditions/.) This Agreement may only be modified in a writing signed by both parties. If any provision is held invalid or unenforceable, it shall be struck and the remaining provisions enforced. Client may not assign this Agreement without Consultant's written consent; Consultant may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. Notices must be in writing and delivered to the addresses below or to the email addresses used for project communications.