Client Service Agreement

1. Parties and Agreement Overview

This Agreement is between VisiScale LLC, a Wyoming limited liability company ("Company," "we," "us"), and the client identified at checkout ("Client," "you"). By completing purchase and agreeing to these terms, Client agrees to all terms set forth below.

2. Independent Contractor Relationship

• VisiScale LLC will use its own tools, systems, and methods to perform the work.
• The Client will not control how services are performed on a day-to-day basis.
• No partnership, joint venture, or employer-employee relationship is created by this Agreement.
• VisiScale LLC is responsible for its own taxes, insurance, and business expenses.
• VisiScale LLC cannot enter into contracts or make promises on behalf of the Client.

3. Scope of Services

The services provided under this Agreement are determined by the subscription plan selected by the Client at checkout ("the Plan"). The features and deliverables included in each Plan are described on VisiScale LLC's pricing page at the time of purchase, which is incorporated into this Agreement by reference.

Any services not included in the Client's Plan are considered out of scope and may be quoted and billed separately with prior written approval from the Client.

Where website update requests are included in the Client's Plan, such requests are unlimited with no monthly hour cap. Requests are fulfilled on a first-in, first-out basis: VisiScale LLC works on one active request at a time per Client. A new request will begin once the current request has been completed and confirmed. VisiScale LLC does not guarantee a specific turnaround time for update requests, but will complete each request promptly in the normal course of business.

4. Payment Terms

If a setup fee is outlined in the Statement of Work, it is due prior to commencement of services. If no setup fee applies, the first monthly subscription payment is due prior to commencement of services. Subsequent payments are auto-billed on the same date each month. All payments are final. No refunds or pro-rated credits will be issued under any circumstances once services have commenced, including for unused months or early cancellation.

If payment is not received within 30 days of the due date, VisiScale LLC reserves the right to suspend all services and take the Client's website offline without further notice. Services will be restored upon receipt of all outstanding payments.

VisiScale LLC is not liable for any business disruption, loss of leads, or reputational harm resulting from a suspension due to non-payment. If the Client is experiencing a financial hardship or unusual circumstance, they are encouraged to contact VisiScale LLC in writing, and we will consider reasonable accommodations on a case-by-case basis.

5. Cancellation

Client may cancel at any time by providing written notice via email to jack@visiscale.com. Cancellation takes effect immediately upon written confirmation from VisiScale LLC. No additional charges will be made after cancellation is confirmed, and no refunds will be issued for the current billing period.

Upon cancellation:

• The website will be taken offline. No website files will be transferred to the Client.
• VisiScale LLC will retain the Client's website for a period of 90 days following cancellation. After 90 days, the website will be permanently deleted. Reactivation is available within the 90-day window by resuming the monthly subscription.
• To migrate to a new platform, the Client simply needs to point their domain to the new location.
• VisiScale LLC will remove itself from any third-party platforms to which it was granted access during the term of this Agreement. If the Client removes VisiScale LLC's access prior to cancellation, no further action is required.

6. Intellectual Property and Ownership

Client retains full ownership of their domain name, all website content, leads, and any materials they provided. VisiScale LLC retains ownership of the website design, structure, source code, and proprietary tools or templates used in development. Client grants VisiScale LLC the right to use completed work in its portfolio and marketing materials. Where VisiScale LLC assisted in registering a domain, it is registered in the Client's name, and the Client retains full ownership at all times.

7. Services and Third-Party Platforms

The Client authorizes VisiScale LLC to access and manage third-party platforms on their behalf for the duration of this Agreement as outlined in the Statement of Work. VisiScale LLC is not liable for any negative outcomes resulting from unauthorized changes made by the Client to platforms under active management. VisiScale LLC may use and substitute third-party tools at its discretion without notice, provided the substitution does not materially reduce the quality of services delivered.

In the event of a platform suspension caused directly by work performed by VisiScale LLC, VisiScale LLC will cover the cost of a third-party reinstatement specialist. If the suspension results from unauthorized changes made by the Client, the Client is responsible for that cost. This fee is only payable upon successful reinstatement. If reinstatement is not possible, no fee will be charged.

SMS and email messaging costs are included in the Client's subscription, subject to reasonable use. VisiScale LLC reserves the right to discuss adjusted terms if messaging volume is deemed excessive.

Where the website is built on a platform requiring third-party plugin or theme licenses, these are provided under VisiScale LLC's agency accounts for the duration of the subscription. Upon cancellation, license keys will be removed. The Client is responsible for purchasing their own licenses if they wish to continue receiving updates. VisiScale LLC is not liable for functionality or security issues arising from unlicensed software after cancellation.

8. Force Majeure

VisiScale LLC shall not be liable for any delay or failure to perform obligations under this Agreement due to causes beyond its reasonable control, including but not limited to natural disasters, acts of government or regulatory bodies, internet or telecommunications outages, labor disputes, pandemics, or other unforeseeable events outside of VisiScale LLC's control. In such events, VisiScale LLC will make reasonable efforts to resume services as quickly as possible.

9. Client Responsibilities and Representations

• Client will provide all required materials, logins, and approvals in a timely manner. Delays caused by Client inaction do not pause billing and may extend project timelines.
• Client will be reasonably available to answer questions and provide timely feedback during the project.
• Client will review work product and provide clear, written feedback within a reasonable timeframe.
• Client will maintain valid payment information on file at all times.
• Client has the authority to enter into this Agreement and fulfill its obligations under it.
• All content, images, and materials provided by the Client are either owned by the Client or properly licensed for commercial use.
• Client-supplied materials do not infringe on any third party's intellectual property rights.
• Client is solely responsible for ensuring their website includes any legally required policies such as a Privacy Policy or Terms of Service. A publicly accessible Privacy Policy is required before SMS brand registration can be completed.
• Client is solely responsible for ensuring all SMS and email recipients have provided proper consent in accordance with applicable laws, including the TCPA and CAN-SPAM Act.
• Client is responsible for exporting any data from VisiScale LLC-managed platforms prior to cancellation.
• Where an existing website is being migrated to VisiScale LLC hosting, Client is responsible for providing DNS access so the domain can be pointed to the new server when the website is ready to go live.

10. Non-Solicitation

During the term of this Agreement and for twelve (12) months following its termination, Client agrees not to solicit, recruit, or hire any person associated with VisiScale LLC.

11. Confidentiality

Both parties agree to keep confidential any non-public, proprietary, or sensitive information shared in connection with this Agreement and not to disclose such information to any third party without prior written consent. This obligation survives termination of the Agreement.

VisiScale LLC may come across Client business information, such as customer data, analytics, or operational details, in the course of its work. This information will be used solely to perform services under this Agreement and will not be shared with third parties or used for any other purpose. Upon termination, VisiScale LLC will not retain Client confidential information beyond what is necessary for legal or accounting purposes.

Confidentiality obligations do not apply to information that: (i) was already publicly known when disclosed; (ii) became public through no fault of the receiving party; (iii) was already known to the receiving party without any obligation of confidentiality; (iv) was received from a third party without restriction; or (v) was independently developed without reference to the disclosing party's information.

12. Performance Disclaimer

VisiScale LLC is confident its services will improve your visibility and generate more leads. However, we cannot guarantee specific search rankings, map pack placement, or a specific number of leads, as factors outside our control include market competition, geographic location, business history, algorithm updates, and seasonal demand.

13. Indemnification

Client agrees to cover any costs, damages, or legal fees VisiScale LLC incurs arising from: the Client's use of services; content or materials provided by the Client; the Client's failure to comply with applicable laws; unauthorized changes made by the Client to platforms managed by VisiScale LLC; or any breach by the Client of its obligations under this Agreement.

VisiScale LLC agrees to cover any costs, damages, or legal fees the Client incurs arising directly from VisiScale LLC's breach of its obligations under this Agreement.

14. Limitation of Liability

VisiScale LLC is not affiliated with, endorsed by, or partnered with any third-party platform, including Google LLC. VisiScale LLC is not liable for interruptions, outages, policy changes, feature removals, pricing changes, or discontinuation of any third-party platform, including Google LLC, hosting providers, SMS or email gateways, or any other external service used to deliver services under this Agreement. These events are not grounds for cancellation or refund.

To the fullest extent permitted by law, VisiScale LLC's total liability under this Agreement shall not exceed the total fees paid by the Client in the three (3) months preceding the claim. VisiScale LLC shall not be liable for indirect, incidental, consequential, or special damages, including lost profits, loss of business, or reputational harm, even if advised of the possibility of such damages.

15. Assignment

This Agreement applies only to VisiScale LLC and the Client as identified above. VisiScale LLC may not assign its rights or delegate its obligations under this Agreement to a third party without prior written consent from the Client. The Client may assign their rights under this Agreement without VisiScale LLC's permission, such as in the event of a business sale or acquisition, provided VisiScale LLC is notified in writing.

16. Survival

The following sections of this Agreement survive termination and remain in full force and effect after the Agreement ends: Section 6 (Intellectual Property and Ownership), Section 10 (Non-Solicitation), Section 11 (Confidentiality), Section 12 (Performance Disclaimer), Section 13 (Indemnification), Section 14 (Limitation of Liability), and Section 18 (Dispute Resolution and Governing Law).

17. Waiver

If either party fails to enforce any provision of this Agreement at any time, that failure does not constitute a waiver of that party's right to enforce the same provision in the future. No waiver of any right or obligation under this Agreement is valid unless made in writing and signed by the waiving party.

18. Dispute Resolution and Governing Law

Any dispute arising out of or relating to this Agreement will be resolved through binding arbitration in Chittenden County, Vermont. Arbitration will be administered by the American Arbitration Association. Each party bears its own legal fees unless otherwise awarded by the arbitrator. This Agreement is governed by the laws of the State of Vermont.

19. Notices

All formal notices under this Agreement must be in writing and delivered via email to jack@visiscale.com for VisiScale LLC, or to the Client's email address on file. Notices sent to the last known email address on file shall be deemed properly delivered. Client is responsible for keeping their contact information current.

20. Modifications

VisiScale LLC reserves the right to modify these terms at any time. Clients will be notified of material changes via email or through the client portal. Continued use of services following such notice constitutes acceptance of the updated terms.

21. Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable. The remaining provisions shall continue in full force and effect.

22. Entire Agreement

This Agreement, together with the pricing page description of the Plan selected at checkout, constitutes the entire agreement between the parties and supersedes all prior agreements, representations, and understandings, whether written or oral. Neither party is relying on any promise or representation not contained in this Agreement.