Terms

Last Modified: Feb 6, 2026

These Terms of Service (the “Terms”) constitute a legally binding agreement governing the relationship between Search Quest, LLC, a Florida limited liability company (the “Company”), and the individual or business entity that accepts or agrees to these Terms (the “Client”). The Terms, together with any applicable order forms, proposals, statements of work, or similar ordering documents executed by the Client (each, an “Order Form”), whether executed electronically or in writing, are hereby incorporated by reference and, together with the applicable Order Form(s), constitute the entire agreement between the parties (collectively, the “Agreement”).

By accessing the Company’s website, engaging the Company’s services, or executing an Order Form, the Client acknowledges and agrees that the Client has read, understood, and accepted and agreed to be bound by this Agreement.

THE CLIENT FURTHER UNDERSTANDS THAT THESE TERMS INCLUDE AN ARBITRATION AND CLASS ACTION WAIVER AGREEMENT REQUIRING THAT ANY PAST, PENDING, OR FUTURE DISPUTES BETWEEN THE CLIENT AND THE COMPANY BE RESOLVED BY FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS ONLY AND SOLELY FOR THE CLIENT’S OWN LOSSES. THE CLIENT MAY NOT PROCEED AS A CLASS REPRESENTATIVE, MEMBER, OR PART OF ANY PROPOSED CLASS, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL SUIT, QUI TAM ACTION, OR ANY REPRESENTATIVE PROCEEDING, NOR OTHERWISE SEEK TO RECOVER ON BEHALF OF OTHERS OR FOR THE BENEFIT OF OTHERS IN ANY TYPE OF CLAIM OR ACTION. ARBITRATION MEANS THAT THE CLIENT WILL NOT BE ABLE TO SEEK DAMAGES IN COURT OR PRESENT A CASE TO A JURY, UNLESS OTHERWISE PERMITTED BY THESE TERMS.

1. Services. 

1. Client Responsibilities. Company shall provide only the services expressly described in the applicable Order Form (the “Services”). The Company may update or modify the scope of the Services only as expressly permitted under an Order Form or by mutual written agreement of the parties. Client acknowledges that Company’s ability to perform the Services depends on Client’s timely cooperation, decisions, approvals, and provision of information, materials, access, and feedback as reasonably requested by Company (“Client Responsibilities”). Company shall not be responsible for any delay, failure, or deficiency in the Services resulting from Client’s failure to fulfill Client Responsibilities, including delays in approvals, incomplete or inaccurate information, or lack of access to required systems or accounts. Any such delay shall extend applicable timelines and shall not constitute a breach of this Agreement. Client remains responsible for payment of all Fees (as defined in Section 3) notwithstanding any delay caused by Client.

2. Third Party Platforms. Client acknowledges that the Services may involve or rely upon third-party platforms, tools, networks, marketplaces, or service providers, including without limitation search engines, social media platforms, advertising networks, analytics providers, hosting providers, and software vendors (“Third-Party Platforms”). Company does not control and shall not be responsible or liable for the availability, functionality, policies, decisions, outages, suspensions, content moderation, algorithm changes, or terms of use of any Third-Party Platform. Client’s use of any Third-Party Platform is subject to that platform’s applicable terms and policies, and Client is solely responsible for compliance therewith. Company shall not be liable for any loss of data, performance issues, account suspension, ad disapproval, reduced reach, ranking changes, or similar impacts caused by or arising from Third-Party Platforms. In performing the Services, Company may utilize third-party software, plugins, themes, platforms, or tools, including premium software licensed by Company under agency, developer, or bulk licenses (“Third-Party Software”). Client acknowledges and agrees that such Third-Party Software is used solely as a tool to provide the Services and that no Third-Party Software licenses or license keys are transferred to Client unless expressly stated in a written Order Form.

3. Domain Name System and Network Use. Client acknowledges that Company’s services may involve Domain Name System (“DNS”) management, routing, security controls, and related infrastructure. Client agrees to comply with Company’s DNS & Network Use Policy, as updated from time to time, which is incorporated herein by reference and forms part of this Agreement.

4. Platform Access; WordPress Multisite Limitations. Client acknowledges and agrees that websites provided or hosted by Company may be deployed within a WordPress Multisite environment managed and controlled by Company. As a result of this architecture, Client’s administrative access is intentionally limited. Client administrators shall not have the ability to: (a) install, upload, or add new plugins; (b) upload, install, or modify themes or templates; (c) modify network-level, server-level, or multisite configuration settings; or (d) access or manage the WordPress Multisite network administration dashboard.
   
   Plugins, themes, and templates are centrally managed by Company. Client may activate or deactivate plugins that have been pre-approved by Company and made available within the platform, but Client may not add, upload, or install new plugins, themes, or templates without Company’s prior written approval.
   
   Client acknowledges that these access limitations are inherent to the WordPress Multisite architecture and are necessary for platform stability, security, performance, and operational efficiency. Such limitations do not constitute a defect, deficiency, or failure of the Services.

2. Independent Contractor Relationship. The Parties expressly agree that they are independent contractors. Nothing in this Agreement, or in the performance of the Services, shall be construed to create or imply any partnership, joint venture, employment, agency, fiduciary, or representative relationship between the Parties. Neither Party has, nor shall be deemed to have, any authority to bind, commit, or otherwise obligate the other Party in any manner whatsoever. Each Party retains sole and exclusive control over the manner and means of performing its respective obligations under this Agreement and is solely responsible for its own acts and omissions. Each Party is exclusively responsible for all taxes, withholdings, insurance, licenses, permits, registrations, and compliance with all applicable laws and regulations arising from or related to its activities under this Agreement.

3. Fees and Payment Terms.

1. Fees. Client agrees to pay all fees specified in the applicable Order Form (the “Fees”). Unless otherwise expressly stated in the applicable Order Form, Fees are billed monthly in advance, are due immediately upon invoicing, and are based on the Services ordered under the applicable Order Form, not on actual usage, results, or performance.

2. Payment Method; Authorization. Client authorizes Company to charge the Fees using the payment method selected by Client, including ACH, credit card, debit card, or any other method approved by Company. Client represents and warrants that it is authorized to use the selected payment method and agrees to always maintain valid payment information. All Fees are non-refundable, except as expressly set forth in a written agreement signed by Company.

3. Third-Party Costs; Authorization to Charge. Client acknowledges that certain Services may require the purchase, renewal, or payment of third-party products, services, fees, or expenses, including without limitation, advertising spend, software licenses, plugins, tools, domains, hosting-related services, or platform fees (“Third-Party Costs”).
   
   Unless otherwise expressly stated in an applicable Order Form, Third-Party Costs are not included in the Fees and shall be billed separately to Client. Client authorizes Company to charge Third-Party Costs to the payment method on file only after Company has provided notice to Client requesting approval of such charge.
   
   If Client does not respond to Company’s approval request within five (5) business days of such notice, Client expressly agrees that the Third-Party Cost shall be deemed approved, and Company is authorized to charge the payment method on file for the applicable amount.
   
   Client remains solely responsible for all Third-Party Costs incurred in connection with the Services, whether approved expressly or deemed approved pursuant to this Section. Company shall not be responsible for pricing changes, billing practices, service interruptions, or disputes arising from third-party providers.

4. Late Payments. Any invoice not paid within seven (7) calendar days of the invoice date may, at the Company’s sole option, accrue interest at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable Florida law, whichever is less, from the due date until paid in full. Client shall be responsible for all reasonable costs of collection incurred by Company, including attorneys’ fees and collection agency fees, to the extent permitted by law. Company reserves the right to suspend or terminate Services for non-payment upon written notice.

5. No Chargebacks or Payment Disputes. Client agrees not to initiate or pursue any chargeback, payment reversal, or payment dispute with its financial institution for any Fees that were authorized or otherwise incurred in accordance with this Agreement. Any such chargeback or dispute shall constitute a material breach of this Agreement. Client shall be liable for the full amount of the chargeback, together with all associated chargeback fees, administrative costs, and reasonable attorneys’ fees incurred by Company in responding to or contesting the chargeback, to the maximum extent permitted by applicable law. Nothing in this Section limits Client’s non-waivable rights under applicable consumer protection laws; however, Client agrees to first contact Company in good faith to attempt to resolve any billing issue prior to initiating any chargeback or dispute.

4. Intellectual Property; Privacy; Promotional Rights. 

1. Client Materials. Client retains all right, title, and interest in and to any materials, content, data, trademarks, logos, images, or other intellectual property provided or made available by Client to Company in connection with the Services (collectively, “Client Materials”). Client represents and warrants that it owns or otherwise has all necessary rights, licenses, and permissions to use and provide the Client Materials for the purposes contemplated by this Agreement. Client grants Company a limited, non-exclusive, royalty-free, worldwide license to use, reproduce, modify, and display the Client Materials solely as necessary to perform the Services. Client shall defend, indemnify, and hold harmless Company from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to Company’s authorized use of the Client Materials.

2. Work Product. Subject to Client’s full and timely payment of all Fees and amounts due under this Agreement, Client shall own all right, title, and interest in and to the final deliverables expressly identified in the applicable Order Form as being owned by Client (the “Work Product”). Company shall have no obligation to deliver, export, transfer, or make available any Work Product unless and until all Fees and amounts due under this Agreement have been paid in full, and Company may withhold delivery pending such payment.
   
   For clarity, (i) all website content, media, copy, images, branding assets, and theme customizations created specifically for Client pursuant to the Services and expressly identified as Work Product in the applicable Order Form shall constitute Work Product owned by Client, subject to full payment; (ii) Work Product does not include Company IP, Company Tools, Pre-Existing Materials, drafts, working files, methodologies, know-how, processes, or any materials not expressly identified as deliverables owned by Client in the applicable Order Form, all of which are expressly excluded from any transfer of ownership; and (iii) Third-Party Software used in connection with the Services is not Work Product and is expressly excluded from any transfer of ownership. 

3. Company IP; License Back. Company retains all right, title, and interest in and to its templates, tools, software, code, frameworks, methodologies, processes, techniques, know-how, trade secrets, and other intellectual property that existed prior to or independent of the Services, or that are developed outside the scope of the Work Product (collectively, “Company IP”). To the extent any Company IP is incorporated into or used in the Work Product, Company grants Client a perpetual, non-exclusive, non-transferable, non-sublicensable, royalty-free license to use such Company IP solely as integrated with the Work Product and solely for Client’s internal business purposes. Client shall not extract, reverse engineer, resell, sublicense, distribute, or otherwise exploit Company IP except as expressly permitted under this Agreement.

4. Privacy; Data Processing. Client acknowledges that Company may collect, process, and store personal information in connection with providing the Services, including information provided by Client or collected on Client’s behalf, in accordance with Company’s applicable privacy policy and this Agreement. Client represents and warrants that it has provided all required notices and obtained all necessary consents for any personal data supplied to Company or collected through the Services. Client shall not provide Company with sensitive personal information, including payment card data, government identification numbers, health information, or biometric data, unless expressly agreed in writing. Each Party shall comply with applicable data protection and privacy laws to the extent applicable to its respective role under this Agreement.

5. Promotional and Portfolio Rights. Unless Client provides written notice opting out in accordance with this Section, Client grants Company a non-exclusive, royalty-free, worldwide right to identify Client as a customer of Company and to use Client’s name, logo, trademarks, website, and non-confidential work samples solely for Company’s legitimate promotional, marketing, sales, and portfolio purposes. Such uses may include, without limitation, Company’s website, portfolios, proposals, presentations, marketing materials, social media, case studies, and internal sales demonstrations. Company shall not disclose Client’s confidential information or proprietary business data in connection with such use.
   
   OPT-OUT RIGHT. Client may opt out of the promotional rights granted in this Section at any time by providing written notice to Company. Upon receipt of such notice, Company shall, within a commercially reasonable time, cease future promotional use of Client’s name, logo, and work samples; provided, however, that Company shall not be required to remove materials already published or distributed prior to receipt of such notice.

6. Website Attribution. Unless Client provides written notice opting out, Company reserves the right to include a discreet attribution credit in the footer of websites developed by Company for Client, such as “Digital Marketing by Search Quest” or a substantially similar designation. The attribution shall be presented in a commercially reasonable manner and shall not materially interfere with website functionality, user experience, or Client branding.
   
   REMOVAL. Client may request removal of the attribution at any time by providing written notice to Company, and Company shall remove the attribution within a commercially reasonable timeframe following such request.

5. Term; Termination; Transition.

1. Term; Automatic Renewal. This Agreement is effective as of the effective date of the applicable Order Form and continues for the initial term specified in such Order (the “Initial Term”). Unless otherwise expressly stated in the applicable Order Form, each Order Form shall automatically renew on a month-to-month basis (each, a “Renewal Term”) unless terminated in accordance with this Section.

2. Termination for Convenience. Either Party may terminate an applicable Order Form for convenience by providing at least thirty (30) days’ prior written notice to the other Party. Termination for convenience shall not relieve Client of its obligation to pay all Fees accrued, invoiced, or otherwise due and payable through the effective date of termination, including all Fees that accrue during the applicable thirty (30) day notice period, regardless of whether the Services are utilized during such period. Except as expressly required by applicable law, no refunds shall be issued for any prepaid, unused, or partially used Services.

3. Termination or Suspension for Cause. Company may, in its sole discretion and upon written notice, immediately suspend or terminate any Services or an Order Form, in whole or in part, if Client: (a) fails to pay any amount when due; (b) breaches these Terms or any applicable Order Form; or (c) interferes with, disrupts, or materially impairs Company’s ability to perform the Services. Suspension of Services shall not excuse Client’s payment obligations and shall not extend any applicable term.

4. Effect of Expiration or Termination. Upon expiration or termination of this Agreement or any applicable Order Form for any reason: (a) Client shall immediately pay all outstanding Fees and amounts due through the effective date of termination; (b) all licenses granted to Client under this Agreement shall automatically terminate, except as expressly stated otherwise; and (c) Sections relating to fees and payment, intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, dispute resolution, governing law, and any provisions which by their nature should survive, shall survive termination or expiration.

5. Website Transition and Export Upon Expiration or Termination. Upon expiration or termination of the applicable Order Form for any reason, and subject to Client’s full and final payment of all Fees and amounts due, Company shall, within thirty (30) days after receipt of such final payment, provide Client with a commercially reasonable export of Client’s website in the form of a standalone WordPress installation.
   
   Client acknowledges and agrees that Company’s WordPress multisite environment, server architecture, configurations, scripts, workflows, tooling, and operational infrastructure constitute Company IP and are expressly excluded from any transfer or delivery. Company’s obligations under this Section are limited to providing a functional standalone WordPress export and do not include recreating Company infrastructure, proprietary systems, internal tooling, or ongoing hosting, maintenance, or support.
   
   Upon expiration or termination of the Services, Client shall be responsible for obtaining its own licenses for any Third-Party Software in order to continue receiving updates, support, or ongoing functionality. Company makes no representations or warranties regarding the availability, functionality, updates, or continued operation of any Third-Party Software following termination.
   
   To the extent Company manages or administers third-party accounts on Client’s behalf (including but not limited to Google Analytics, Google Search Console, Google Business Profile, and Google Ads), Company shall, upon termination and subject to Client’s cooperation, use commercially reasonable efforts to transfer administrative access back to Client. Client agrees to reasonably cooperate with such transfer, including timely responding to transfer invitations, providing requested information, and accepting access requests within fifteen (15) days of notice. If Client fails to respond or cooperate within such period, Company shall be deemed to have satisfied its transfer obligations and shall have no further liability for access issues, account disruptions, or third-party platform consequences arising therefrom.

6. Confidentiality. Each Party agrees that any non-public, proprietary, or confidential information disclosed by the other Party in connection with this Agreement, whether disclosed orally, visually, electronically, or in writing, and whether or not marked or identified as confidential (collectively, “Confidential Information”), shall be kept strictly confidential.
   
   Each Party shall use the other Party’s Confidential Information solely as necessary to perform its obligations or exercise its rights under this Agreement and shall not disclose such Confidential Information to any third party except to its employees, contractors, or professional advisors who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.
   
   Confidential Information shall not include information that the receiving Party can demonstrate: (a) is or becomes publicly available through no fault of the receiving Party; (b) was lawfully known to the receiving Party prior to disclosure; (c) is independently developed without use of or reference to the Confidential Information; or (d) is rightfully obtained from a third party without restriction.
   
   Each Party shall protect the other Party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care. Disclosure of Confidential Information may be made if required by law or court order, provided that the receiving Party gives prompt notice (to the extent legally permitted) and cooperates in any reasonable effort to limit or protect such disclosure.
   
   The obligations set forth in this Section shall survive the expiration or termination of this Agreement.

7. Client Representations and Warranties. Client represents, warrants, and covenants that:

1. Client has the full legal right, power, and authority to enter into this Agreement and to perform its obligations hereunder. If Client is entering into this Agreement on behalf of a business or other legal entity, Client represents that it is authorized to bind such entity.

2. All information provided by Client to Company in connection with this Agreement, including contact, billing, and account information, is true, accurate, current, and complete, and Client agrees to promptly update such information as necessary.

3. Client is authorized to use the payment method(s) provided, and all charges incurred under this Agreement are authorized. Client agrees not to dispute or reverse authorized charges except as permitted under applicable law.

4. Client owns or has obtained all necessary rights, licenses, consents, and permissions to provide and use the Client Materials in connection with the Services, and such use does not and will not infringe, misappropriate, or violate the intellectual property, privacy, publicity, or other rights of any third party.

5. Client’s use of the Services, provision of Client Materials, and conduct under this Agreement shall comply with all applicable laws, regulations, and industry standards, including without limitation consumer protection, advertising, data protection, and intellectual property laws.

6. Client shall not use the Services for any unlawful, fraudulent, deceptive, abusive, or harmful purpose, nor in a manner that interferes with or disrupts Company’s systems, operations, or ability to provide the Services.

7. Client acknowledges that Company has not made, and Client has not relied upon, any representations, warranties, or guarantees regarding specific results, outcomes, revenue, performance metrics, or return on investment, except as expressly stated in a written Order Form signed by Company.

8. Client shall provide timely cooperation, information, approvals, and access reasonably required for Company to perform the Services and acknowledges that delays or failures in doing so may impact performance or results.

8. Disclaimers and Limitation of Liability.

1. No Guarantees. Client acknowledges and agrees that the results of the Services are inherently uncertain and depend on numerous factors beyond Company’s control. Company makes no representations, warranties, or guarantees, express or implied, regarding any specific outcomes, results, revenue, profits, rankings, leads, conversions, performance metrics, or return on investment arising from or related to the Services. Client further acknowledges that any projections, estimates, examples, or prior results provided by Company are for illustrative purposes only and do not constitute a promise or guarantee of future performance.

2. No legal advice.  Client acknowledges and agrees that the Services are provided for general informational, marketing, operational, and business purposes only. Company does not provide legal, financial, accounting, tax, compliance, regulatory, or other professional advice. Client is solely responsible for consulting with its own qualified legal, financial, tax, or other professional advisors regarding any legal, regulatory, or compliance obligations applicable to Client’s business, advertising, content, data practices, or use of the Services. Any guidance, recommendations, templates, examples, or materials provided by Company shall not be construed as professional advice or a substitute for independent professional judgment.

3. Use of Artificial Intelligence and Automated Tools. Client acknowledges and agrees that Company may use artificial intelligence, machine learning systems, automation tools, algorithms, and other similar technologies (collectively, “AI Tools”) in connection with providing the Services, including for purposes of analysis, content generation, optimization, research, reporting, efficiency, and workflow automation. Client understands and agrees that outputs generated using AI Tools may be assisted, reviewed, modified, or finalized by human personnel, but may also involve automated processes, and that such outputs may not be unique and may contain errors or inaccuracies. Company makes no representations or warranties that any AI-assisted outputs are original, error-free, or suitable for any specific purpose, and Client remains solely responsible for reviewing, approving, and determining the appropriateness of all deliverables and Work Product for Client’s intended use. Company shall not use Client’s Confidential Information or Client Materials to train or improve generalized AI models except as necessary to perform the Services, and subject to applicable confidentiality obligations, unless otherwise expressly agreed in writing.

4. Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE FLORIDA LAW, THE SERVICES, WEBSITE, AND ALL WORK PRODUCT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AVAILABILITY, OR ERROR-FREE OPERATION.
   
   WITHOUT LIMITING THE FOREGOING, COMPANY DOES NOT WARRANT THAT THE SERVICES OR WEBSITE WILL MEET CLIENT’S REQUIREMENTS, ACHIEVE ANY PARTICULAR RESULT, OPERATE WITHOUT INTERRUPTION, BE SECURE, OR BE FREE FROM DEFECTS, ERRORS, OR HARMFUL COMPONENTS.
   
   SOME WARRANTIES MAY NOT BE DISCLAIMED UNDER APPLICABLE LAW; IN SUCH CASES, ANY REQUIRED WARRANTIES ARE LIMITED TO THE SHORTEST DURATION AND MINIMUM SCOPE PERMITTED BY LAW.

5. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY’S TOTAL AND AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, OR ANY WORK PRODUCT, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, WARRANTY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY CLIENT TO COMPANY FOR THE SERVICES DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
   
   IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF COMPANY HAS BEEN ADVISED OF, OR SHOULD HAVE KNOWN OF, THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FAILURE OF ANY LIMITED REMEDY.
   
   SOME DAMAGES OR LIABILITY LIMITATIONS MAY NOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. TO THE EXTENT SUCH LIMITATIONS ARE NOT PERMITTED, COMPANY’S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

9. Indemnification. To the maximum extent permitted by applicable law, Client shall defend, indemnify, and hold harmless Company and its officers, directors, employees, contractors, and agents from and against any and all third-party claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) the Client Materials, including any allegation that the Client Materials infringe, misappropriate, or violate any intellectual property, privacy, publicity, or other rights of a third party; (b) Client’s business practices, products, services, advertising, marketing, or communications; (c) Client’s use or misuse of the Services; or (d) Client’s breach of these Terms, any applicable Order Form, or Client’s representations, warranties, or obligations hereunder.
   
   Company shall promptly notify Client of any claim subject to indemnification, provided that failure to give prompt notice shall not relieve Client of its indemnification obligations except to the extent Client is materially prejudiced thereby. Client shall have control of the defense and settlement of any such claim, provided that Client may not settle any claim in a manner that imposes any admission of liability, obligation, or restriction on Company without Company’s prior written consent, which shall not be unreasonably withheld.
   
   Nothing in this Section shall be construed to require Client to indemnify Company for claims arising solely from Company’s gross negligence, willful misconduct, or fraud to the extent such indemnification is prohibited by applicable law.

10. Governing Law and Dispute Resolution; Arbitration. 

1. Governing Law. This Agreement and any dispute arising out of or relating to this Agreement, the Services, or the relationship between the Parties shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles.

2. Dispute Resolution; Arbitration. The Parties agree to use good-faith efforts to resolve any dispute, claim, or controversy arising out of or relating to this Agreement, the Services, or the Parties’ relationship (a “Dispute”) through informal discussions prior to initiating formal proceedings. If a Dispute is not resolved within ten (10) business days after written notice of the Dispute, the Dispute shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its applicable consumer arbitration rules. Arbitration shall be conducted by a single neutral arbitrator with relevant experience, selected by the AAA if the Parties cannot agree. The arbitration shall take place in Flagler County, Florida, unless the Parties mutually agree otherwise. The arbitrator may award any relief permitted by applicable law. Judgment on the arbitral award may be entered in any court of competent jurisdiction. Each Party shall bear its own attorneys’ fees and costs unless otherwise required by applicable law or expressly awarded by the arbitrator. Nothing in this Section prevents either Party from seeking temporary or injunctive relief in a court of competent jurisdiction to protect its confidential information or intellectual property pending arbitration.

11. Miscellaneous Provisions. 

1. Entire Agreement; Order of Precedent. This Agreement constitutes the entire agreement between Company and Client regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, proposals, representations, or understandings, whether written or oral. In the event of any conflict or inconsistency between these Terms and an applicable Order Form, the terms of the Order Form shall govern solely with respect to the specific Services, Fees, and term expressly set forth in such Order Form, and these Terms shall otherwise remain in full force and effect. No reliance is placed on any statement or representation not expressly set forth in these Terms or an applicable Order Form.

2. Assignment. Client may not assign, transfer, delegate, or sublicense this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of Company, which may be granted or withheld in Company’s sole discretion. Any attempted assignment in violation of this Section shall be null and void. Company may assign or transfer this Agreement, in whole or in part, without Client’s consent, including in connection with a merger, acquisition, corporate reorganization, sale of assets, or by operation of law, provided that such assignment does not materially reduce Client’s rights under this Agreement. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.

3. Amendment. Company may modify or amend these Terms from time to time in its sole discretion. When changes are made, Company will update the “Effective Date” of these Terms and may provide notice to Client by one or more reasonable means, including posting the updated Terms on Company’s website, dashboard, or client portal, or by sending notice to the email address associated with Client’s account. If Company makes a material change to these Terms, Company will make reasonable efforts to provide advance notice before such change becomes effective, to the extent required by applicable law. Unless otherwise stated, any amendments to these Terms shall become effective as of the updated Effective Date and shall apply to all use of the Services occurring on or after that date. Client’s continued access to or use of the Services after the Effective Date of any amended Terms constitutes Client’s acceptance of the amended Terms. Notwithstanding the foregoing, no amendment shall retroactively reduce Client’s rights or increase Client’s payment obligations with respect to Services already paid for or Order Forms already in effect, unless Client expressly agrees in writing.

4. Severability; Reformation. If any provision of these Terms are held to be illegal, invalid, or unenforceable, such provision shall be enforced to the maximum extent permitted by law, and the remaining provisions shall remain in full force and effect. The Parties expressly agree that any court or arbitrator is authorized to reform or modify any unenforceable provision to the minimum extent necessary to make it enforceable and consistent with the Parties’ original intent.

5. Interpretation. Headings are for convenience only and do not affect interpretation. Words used in the singular include the plural and vice versa. The words “include” and “including” mean “including without limitation.”

6. Further Assurances. Each Party agrees to execute and deliver such further documents and take such further actions as may be reasonably necessary to carry out the intent and purposes of this Agreement.

7. Notices. All notices, approvals, requests for authorization, and other communications under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by email, sent through Company’s client portal or billing system (if applicable), or sent by certified or registered mail to the contact information provided on the applicable Order Form or otherwise designated by Client in writing. Notices sent by email or electronic means shall be deemed received on the date sent, provided no delivery failure or bounce-back notice is received. Client is responsible for maintaining current and accurate contact information and acknowledges that failure to review or respond to notices shall not invalidate any notice properly delivered in accordance with this Section. Where this Agreement provides that Client approval may be deemed granted upon Client’s failure to respond within a specified period, Client expressly agrees that such deemed approval shall be valid, binding, and enforceable.

8. Waiver. No waiver of any breach or default shall constitute a waiver of any subsequent breach or default. All rights and remedies under this Agreement are cumulative and in addition to any rights and remedies available at law or in equity.

9. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted successors and assigns. Nothing herein confers any rights or remedies upon any third party.

10. Non-Disparagement. To the maximum extent permitted by applicable law, Client agrees not to make or publish any false or materially misleading statements about Company, its Services, or its personnel that are intended to harm Company’s reputation. Nothing in this Section restricts Client from making truthful statements, providing reviews based on actual experience, or exercising rights protected by law.

11. Force Majeure. Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement (other than payment obligations) to the extent such failure or delay is caused by events beyond its reasonable control, including without limitation acts of God, natural disasters, fires, floods, earthquakes, pandemics, epidemics, public health emergencies, war, terrorism, riots, civil unrest, labor disputes, strikes, governmental orders or actions, failures of utilities or telecommunications networks, cyberattacks, or failures of third-party platforms or service providers (“Force Majeure Event”).The affected Party shall promptly notify the other Party of the Force Majeure Event and use commercially reasonable efforts to resume performance as soon as practicable. If a Force Majeure Event continues for more than thirty (30) consecutive days, either Party may terminate the affected Order upon written notice, without further liability, provided that Client remains responsible for all Fees incurred prior to the effective date of termination.