These Client Service Terms are a legally binding agreement governing business services provided under a Service Agreement that expressly incorporates them. Please read them carefully before signing a Service Agreement, authorizing payment, accessing the Services, or permitting any person to use the Services on the Client’s behalf.
1. PARTIES, BUSINESS USE, ACCEPTANCE, AND ELECTRONIC CONTRACTING
1.1 Parties and Contracting Entity
These Client Service Terms (the “Terms”) are entered into by and between Built by Shah LLC, a California limited liability company doing business as Built for Business (“Built for Business,” “Built by Shah,” “Company,” “we,” “us,” or “our”), and the person or legal entity identified as the client in the applicable Service Agreement (“Client,” “you,” or “your”). Built for Business is a trade name used by Built by Shah LLC and is not a separate legal entity. All contractual obligations attributed in the Agreement to “Built for Business,” “Built by Shah,” the “Company,” “we,” “us,” or “our” are obligations of Built by Shah LLC only, except to the extent an Affiliate or other person separately signs a written agreement expressly accepting an obligation in its own name.
The individual who signs or otherwise accepts the Service Agreement on the Client’s behalf is referred to in these Terms as the “Authorized Signer.” If the Service Agreement identifies more than one person or entity as the Client, each identified Client is bound by the Agreement, and each is responsible for performance of the Client’s obligations to the extent stated in the Service Agreement and permitted by applicable law.
1.2 The Agreement and Incorporation of These Terms
These Terms are incorporated by reference into each written or electronic service agreement, order form, statement of work, addendum, service schedule, or similar ordering document that both: (a) identifies Built by Shah LLC, doing business as Built for Business, as the service provider; and (b) expressly references these Terms or their applicable version (each, a “Service Agreement”). The applicable Service Agreement and these Terms, together with each addendum, service schedule, or other document expressly incorporated into the Service Agreement, collectively form the “Agreement.”
The Client must accept a Service Agreement before Built for Business is obligated to provide any Services. Merely visiting a public Built for Business website, reviewing a proposal, participating in a sales call, or receiving a copy of these Terms does not by itself enroll a person or business in a paid Service. Public use of a Built for Business website may, however, be governed separately by the then-applicable Website Terms of Use and Privacy Policy.
The Agreement governs only the Services expressly purchased in the applicable Service Agreement. A proposal, demonstration, conversation, advertisement, marketing page, sales presentation, estimate, invoice, payment receipt, onboarding communication, or description of a possible or future feature does not expand the purchased Services unless that item is expressly included in the Service Agreement or in a written amendment accepted by Built for Business and the Client.
1.3 Business and Commercial Use Only
The Services are offered solely for business, professional, trade, or other commercial purposes and are not offered for personal, family, or household use. By entering into the Agreement, the Client and the Authorized Signer each represent and warrant that:
- the Client is obtaining the Services primarily for the operation, promotion, administration, or growth of a business or commercial enterprise;
- the Client is not entering into the Agreement as a consumer for personal, family, or household purposes;
- the Authorized Signer is at least eighteen years old and has the legal capacity to enter into a binding contract; and
- all names, entity information, contact information, billing information, and other enrollment information supplied to Built for Business are complete and materially accurate.
If the Client operates as a sole proprietorship or under an unincorporated fictitious business name, the individual identified as the owner or client in the Service Agreement is the contracting party and is personally responsible for the Client’s obligations under the Agreement. If the Client is a corporation, limited liability company, partnership, nonprofit, or other legal entity, the legal entity identified in the Service Agreement is the contracting party; the Authorized Signer does not become personally liable merely by signing in a disclosed representative capacity, except to the extent the Authorized Signer separately agrees in writing to personal liability, commits fraud, misrepresents authority, or is otherwise personally liable under applicable law.
No statement in this Section is intended to waive a right that applicable law does not permit a party to waive, and the legal character of a transaction will be determined under applicable law based on the actual facts and circumstances.
1.4 Authority to Bind the Client
By signing, clicking to accept, or otherwise affirmatively accepting the Service Agreement, the Authorized Signer represents and warrants that the Authorized Signer:
- has read, or has been given a reasonable opportunity to read, the complete Agreement before accepting it;
- has full legal authority to enter into the Agreement for the Client and to bind the Client to every obligation in the Agreement;
- has authority to authorize the payment method and all charges permitted by the Agreement;
- has authority to provide, license, disclose, and authorize the processing of all Client Materials and Client Data submitted in connection with the Services, subject to the Agreement and applicable law; and
- is not relying on authority that has been revoked or materially limited without disclosure to Built for Business.
Built for Business may reasonably rely on the Authorized Signer’s representations and on instructions received from the Authorized Signer and from any person whom the Client designates as an account administrator, owner, billing contact, or other authorized representative. The Client is responsible for establishing appropriate internal approval procedures and for deciding which of its personnel may approve content, request changes, access Client Data, incur Messaging Credit charges, modify payment settings, or otherwise act through the Services.
The Client must promptly notify Built for Business through the Portal or another then-current written support channel if: (a) an Authorized Signer or authorized representative no longer has authority; (b) an authorized user should no longer have account access; (c) an account credential, payment method, or communication channel may have been compromised; or (d) the Client believes an unauthorized person has purported to act on its behalf. Unless and until Built for Business receives and has a reasonable opportunity to act on such notice, Built for Business may treat instructions and activity originating from the Client’s authorized accounts, designated communication channels, Authorized Signer, or listed representatives as authorized by the Client, except where Built for Business has actual knowledge that the instruction or activity is unauthorized.
If a person falsely represents that the person has authority to bind a Client, Built for Business reserves all rights and remedies available under the Agreement and applicable law against that person and any other responsible party. Nothing in this paragraph creates personal liability where applicable law would not otherwise permit it.
1.5 Affirmative Acceptance and Manifestation of Assent
The Client accepts the Agreement only through an affirmative act of assent authorized by Built for Business, which may include: (a) applying a handwritten or electronic signature to the Service Agreement; (b) selecting an unchecked checkbox or similar electronic control expressly stating that the Client agrees to the Service Agreement and the identified version of these Terms; (c) completing another electronic acceptance process that clearly identifies the documents being accepted; or (d) signing a written amendment that incorporates the Agreement. Built for Business may require more than one affirmative acknowledgment for provisions that warrant separate disclosure, including provisions concerning recurring charges, binding arbitration, class-action waiver, or other material terms.
By completing the acceptance process, the Client acknowledges that, before acceptance:
- the Client was given access to the Service Agreement and the applicable version of these Terms;
- the Client had a reasonable opportunity to review, download, print, save, and retain those documents;
- the Client understood that acceptance would create legally binding obligations, including payment obligations;
- the Client had the opportunity to ask questions and to seek advice from independent legal, financial, tax, compliance, or other professional advisers; and
- the Client voluntarily chose to proceed with the transaction.
The Client’s decision not to read all or part of the Agreement, not to download or print an available copy, or not to consult an adviser does not by itself invalidate the Client’s otherwise valid acceptance. Nothing in the Agreement limits a defense or remedy that cannot lawfully be limited.
1.6 Consent to Electronic Transactions, Signatures, and Records
The parties intend to conduct the formation, administration, and performance of the Agreement by electronic means. By using the electronic acceptance process, each party affirmatively agrees to conduct the transaction electronically and agrees that an electronic signature, electronic checkbox acceptance, electronic acknowledgment, or other electronic process adopted with the intent to sign or accept will have the same force and effect as a handwritten signature to the fullest extent permitted by applicable law.
The parties agree that:
- the Service Agreement, these Terms, incorporated documents, notices, approvals, invoices, receipts, account records, change requests, and other records relating to the Services may be created, delivered, accepted, stored, and reproduced electronically;
- signatures and acceptances exchanged or recorded through an electronic signature platform, web interface, Portal, email process, or comparable electronic system may be treated as originals;
- electronic counterparts and signature pages may be combined into one instrument, and each counterpart will be treated as an original of the same agreement;
- a record is not ineffective solely because it is in electronic form or because an electronic signature or electronic process was used in its formation; and
- the parties may use electronically stored copies of the Agreement and related records for evidentiary, audit, billing, compliance, and enforcement purposes, subject to applicable law.
The electronic format used for acceptance will be designed to allow the Client to access and retain the documents being accepted. At a minimum, the Client should have a valid email address, internet access, a reasonably current web browser, and software capable of opening, saving, and printing PDF or comparable electronic documents. The Client is responsible for providing accurate electronic contact information and maintaining reasonable access to its designated email account and Portal during the relationship.
Following acceptance, Built for Business will make available or deliver an electronic copy of the executed Service Agreement and the exact version of these Terms accepted by the Client. The Client is responsible for retaining its copy for its records. If a technical problem prevents the Client from accessing or retaining an electronic record made available by Built for Business, the Client must notify Built for Business promptly through the Portal or another then-current written support channel so that a reasonably accessible copy can be provided.
Nothing in this Section requires a party to use an electronic method where applicable law requires a different method. To the extent applicable law gives the Client a nonwaivable right to receive a particular record on paper, to withdraw consent to a category of electronic records, or to use a specified delivery method, that right is preserved. A withdrawal of consent to future electronic records will not affect the validity of electronic records or signatures created before the withdrawal became effective. If the Client lawfully declines or withdraws consent to a necessary electronic process and Built for Business cannot reasonably continue the Services through a supported alternative process, Built for Business may address the resulting operational issue in accordance with the Agreement and applicable law.
1.7 Electronic Attribution, Security Records, and Evidence of Acceptance
To establish the integrity and attribution of an electronic transaction, Built for Business or its service providers may create and retain records associated with the acceptance and administration of the Agreement, including the signer’s name and contact information, date and time stamps, version identifiers, consent records, signature certificates, authentication events, Internet Protocol addresses, device or browser information, account identifiers, document-access records, payment authorization records, and related audit-log information. Built for Business may rely on such records, together with the context and surrounding circumstances, to determine whether an electronic record, instruction, signature, or acceptance is attributable to the Client or an authorized person.
These records are intended to provide reliable evidence of the transaction but are not declared conclusive where applicable law requires consideration of other evidence. The absence of a particular category of technical metadata does not, by itself, invalidate an electronic signature or acceptance that can otherwise be established through the Agreement, the parties’ conduct, payment, performance, communications, or other admissible evidence.
The Client must not permit another person to use an electronic signature, identity-verification method, or account credential assigned uniquely to the Authorized Signer except through a delegation process expressly approved by Built for Business. The Client is responsible for maintaining reasonable security over its acceptance credentials, Portal credentials, designated email accounts, and authorized devices. Suspected unauthorized acceptance or account activity must be reported promptly as provided in Section 1.4.
1.8 Applicable Version; Preservation of the Accepted Terms
These Terms are Version 1.1 and are effective as of October 17, 2026. The version that applies to a particular Service Agreement is the version expressly identified in, linked from, or delivered with that Service Agreement at the time the Client accepts it, unless the Agreement is later modified in a manner expressly permitted by the Agreement and applicable law.
Built for Business may publish later versions of its Client Service Terms for future transactions or future renewal periods. Merely publishing a later version, changing the current legal-terms webpage, or changing a public website footer does not retroactively replace the version previously accepted by the Client. Built for Business will preserve a reproducible copy of the accepted version in its contract records and will make that accepted version available to the Client with or following execution of the Service Agreement.
Any later amendment, update, or replacement of the accepted Terms will be effective against an existing Client only to the extent: (a) the Agreement expressly authorizes the change and Built for Business follows the notice or acceptance procedure specified for that change; (b) the Client and Built for Business accept the change in a written or electronic amendment; or (c) applicable law otherwise permits the change. No amendment will operate retroactively unless the amendment expressly states that it is retroactive and such retroactive effect is lawful.
1.9 Separate Services and Service Agreements
Built for Business may offer multiple distinct products and services, including the Essentials service, Google Ads management, Meta Ads management, Signature CRM services, website hosting following a website buyout, and other current or future offerings. Except where a signed agreement expressly combines multiple services, each distinct service requires its own written or electronic Service Agreement accepted by both Built for Business and the Client.
The separate client-signed service agreements currently contemplated by Built for Business include:
- the Essentials Package Agreement;
- the Google Ads Management Agreement;
- the Meta Ads Management Agreement; and
- the Signature CRM Services Agreement; and
- the Website Buyout, Transfer, and Hosting Election Agreement.
Each separate Service Agreement may incorporate these Master Client Service Terms by reference and may contain service-specific scope, deliverables, fees, payment terms, authorizations, client responsibilities, performance disclaimers, cancellation consequences, ownership provisions, and other conditions applicable only to the service identified in that Service Agreement. A service-specific agreement may also include an exhibit, order form, statement of work, or schedule that records variable information—such as the selected service package, covered locations, advertising accounts, approved advertising budget, management fee, implementation specifications, or service start date—but any such attachment is part of the applicable Service Agreement and does not replace the Service Agreement itself.
Signing or purchasing one service does not enroll the Client in, grant the Client access to, or obligate Built for Business to provide any other service. For example, entering into an Essentials Package Agreement does not include Google Ads management, Meta Ads management, or Signature CRM services unless the Client separately enters into the applicable additional Service Agreement. Similarly, entering into a Google Ads Management Agreement does not, by itself, include the Essentials service, Meta Ads management, Signature CRM services, advertising media spend, custom software development, or any other service not expressly identified in that agreement.
Fees, billing dates, service periods, scope limitations, cancellation consequences, guarantees, deliverables, ownership rights, transition obligations, and special conditions may differ among services and will be governed by the documents applicable to the particular service. Built for Business has no obligation to reserve resources, incur third-party costs, obtain account access, begin implementation, create campaigns, develop a CRM, or otherwise begin an additional service until the applicable Service Agreement has been accepted and all required initial payments, information, approvals, permissions, credentials, and access have been provided.
If the Client enters into more than one Service Agreement, each Service Agreement constitutes a separate service commitment that incorporates the common provisions of these Terms but remains independently subject to its own service-specific provisions. The interpretation and priority of these Terms, each Service Agreement, and any incorporated exhibit, order form, statement of work, or schedule will be governed by the order-of-precedence provisions stated elsewhere in the Agreement.
1.10 Rejection of Conflicting Client Terms
Any purchase order, vendor-onboarding form, procurement portal entry, confirmation, policy, standard terms, or other document issued or supplied by the Client is for the Client’s internal administrative convenience only and will not add to, delete from, replace, or modify the Agreement. Built for Business’s performance, acceptance of payment, acknowledgment of a purchase order, completion of a vendor form, or failure to object to a Client document does not constitute acceptance of additional or conflicting terms.
Additional or conflicting terms proposed by the Client are effective only if they are set out in a written amendment that specifically identifies the provision being modified and is signed or electronically accepted by an authorized representative of Built by Shah LLC and an authorized representative of the Client. An employee, contractor, salesperson, account manager, or service provider of Built for Business has no authority to amend the Agreement unless Built by Shah LLC has actually authorized that person to do so.
1.11 Opportunity for Review; No Unstated Commitments
The Client acknowledges that it has had the opportunity to evaluate whether the Services are suitable for its business and to request that any material commitment be stated in the Service Agreement. Except for an express written guarantee contained in the Agreement, the Client is not entering into the Agreement in reliance on an oral promise or an unstated commitment concerning a particular ranking, revenue amount, lead volume, sales result, return on investment, feature, integration, launch date, development outcome, or future enhancement.
Descriptions of planned, beta, experimental, illustrative, or future functionality are provided for informational purposes only unless the Service Agreement expressly states that the identified functionality is a required deliverable. Built for Business may decline to perform work that is outside the purchased scope, and no course of dealing, voluntary accommodation, or isolated instance of additional assistance will permanently expand the Services or amend the Agreement.
Nothing in this Section excludes liability for fraud, intentional misconduct, or any representation or obligation that applicable law does not permit a party to disclaim or limit.
2. DEFINITIONS AND RULES OF INTERPRETATION
2.1 Purpose and Application of Defined Terms
Capitalized words and phrases used in the Agreement have the meanings stated in this Section, in Section 1, in the applicable Service Agreement, or in the provision in which the term is first defined. A definition applies whether the defined term is used in the singular or plural, in a possessive form, or in another grammatically appropriate form. Unless the context clearly requires otherwise, a defined term has the same meaning throughout every document that forms part of the Agreement.
Some definitions apply to all Services, while others apply only when the Client has purchased the service to which the definition relates. The presence of a definition concerning a service, feature, fee, platform, guarantee, or deliverable does not mean that the item is included in the Client’s purchased Services. The applicable Service Agreement determines what the Client has actually purchased.
2.2 General Defined Terms
For purposes of the Agreement:
“Account Credentials” means usernames, passwords, passkeys, authentication codes, recovery codes, application keys, security tokens, account invitations, single-sign-on credentials, and other information or mechanisms used to authenticate access to the Portal, the Website, a Third-Party Platform, or any account used in connection with the Services.
“Affiliate” means, with respect to a person or entity, another person or entity that directly or indirectly controls, is controlled by, or is under common control with that person or entity. For this purpose, “control” means the direct or indirect power to direct or materially influence the management or policies of an entity, whether through ownership, contract, voting rights, or otherwise.
“Agreement” has the meaning stated in Section 1.2 and means the complete binding agreement between Built for Business and the Client, consisting of the applicable Service Agreement, these Terms, and each exhibit, order form, statement of work, schedule, policy, or other document expressly incorporated into either of them. A document is not part of the Agreement merely because it was exchanged, discussed, or made available during sales, onboarding, or performance.
“AI Features” means any feature, function, workflow, communication, recommendation, classification, summary, response, image, text, audio, video, analysis, automation, or other output generated, assisted, modified, routed, or processed using artificial intelligence, machine learning, automated decision systems, large language models, or similar technologies, whether provided by Built for Business or through a Third-Party Service.
“AI-Generated Materials” means text, images, graphics, audio, video, code, responses, recommendations, summaries, or other materials generated or materially assisted by an AI Feature. AI-Generated Materials may contain human edits, instructions, selection, arrangement, branding, or other contributions without losing their characterization as AI-Generated Materials for purposes of the Agreement.
“AEO” or “Answer Engine Optimization” means the activities Built for Business elects to perform for the purpose of improving the Covered Business’s visibility, discoverability, relevance, or likelihood of being identified or recommended within artificial-intelligence-assisted answer engines or conversational search experiences. AEO describes a category of effort and does not, by itself, promise any particular placement, recommendation, citation, traffic level, lead volume, or business result except to the extent expressly stated in the 90-Day Guarantee provisions of the Agreement.
“Applicable Law” means every statute, ordinance, regulation, rule, code, court order, binding governmental requirement, and other law that applies to the relevant party, conduct, location, industry, communication, data, Website, advertisement, or Service. Applicable Law includes applicable privacy, data-protection, consumer-protection, advertising, intellectual-property, accessibility, telecommunications, text-messaging, telemarketing, unfair-competition, professional-licensing, and industry-specific requirements, as each may be amended or replaced.
“Authorized Representative” means the Authorized Signer and each owner, officer, employee, contractor, consultant, billing contact, account administrator, or other person whom the Client identifies or holds out to Built for Business as having authority to give instructions, approve materials, request work, access Client Data, modify settings, authorize charges, or otherwise act for the Client in connection with the Agreement. An Authorized Representative’s authority is subject to any limitation that the Client communicates to Built for Business in writing before Built for Business acts in reasonable reliance on that person’s instructions.
“Authorized Signer” has the meaning stated in Section 1.1.
“Authorized User” means an individual whom the Client permits to access or use the Portal, Website administration tools, Client Data, communications features, reports, or another portion of the Services through the Client’s account. An Authorized User need not be an Authorized Representative, and access to a feature does not by itself grant authority to amend the Agreement or incur charges unless the Client or the Agreement grants that authority.
“Business Day” means Monday through Friday, measured according to Pacific Time, excluding any day observed as a United States federal holiday. Saturdays, Sundays, and United States federal holidays are not Business Days, even if Built for Business personnel voluntarily perform work or communicate with the Client on that day. Unless a provision expressly states otherwise, a deadline stated in Business Days expires at 11:59 p.m. Pacific Time on the final Business Day.
“Client Data” means data, records, or information that the Client, an Authorized User, a lead, a customer, a prospective customer, or another person submits to or causes to be collected, received, transmitted, imported, stored, or processed through the Services for the Client’s business purposes. Client Data includes Lead Data, form submissions, appointment information, communication content, contact details, customer records, and imported business records. Client Data does not include Company Materials or System Data merely because those materials are used to organize, display, secure, analyze, transmit, or process Client Data.
“Client Materials” means all materials, information, and content supplied, selected, approved, requested, or made available by or for the Client in connection with the Services, including the Client’s business name, trade names, trademarks, service marks, logos, photographs, recordings, videos, written copy, offers, prices, descriptions, claims, testimonials, reviews, licenses, disclosures, policies, instructions, existing website content, domain information, and third-party materials. Client Materials include materials obtained by Built for Business at the Client’s direction or from a source identified or controlled by the Client. Client Materials do not include Company Materials merely because they are incorporated into a Website or Deliverable.
“Company Materials” means all technology, software, source code, object code, systems, tools, frameworks, templates, themes, components, layouts, libraries, workflows, automations, prompts, instructions, models, methods, processes, know-how, documentation, designs, design systems, databases, account structures, naming conventions, reporting formats, campaign structures, optimization methods, reusable content, AI Features, Portal functionality, and other materials owned, licensed, developed, or used by Built for Business independently of the Client’s ownership of Client Materials and Client Data. Company Materials include improvements, modifications, configurations, and derivative materials that are generally applicable or reusable across clients, even if first developed, configured, or refined while performing Services for the Client. The parties’ ownership and license rights are governed by the intellectual-property provisions of the Agreement.
“Covered Business” means the single business operation identified in the applicable Essentials Package Agreement and covered by one Essentials Subscription. Unless the Essentials Package Agreement expressly states otherwise, one Covered Business is limited to: (a) one business; (b) one customer-facing brand; (c) one physical business location; (d) one primary Website and domain; and (e) one Guaranteed City. A separate legal entity, additional brand, additional physical location, additional primary domain, franchise location, or separately marketed business operation is not part of the Covered Business merely because it has common ownership, shares personnel, uses similar services, or operates under a related name.
“Deliverable” means a final item that the applicable Service Agreement expressly identifies as a deliverable to the Client. Preliminary concepts, drafts, internal notes, research, testing materials, rejected alternatives, development tools, administrative records, and Company Materials are not Deliverables unless the applicable Service Agreement expressly states otherwise.
“Effective Date” means, with respect to a Service Agreement, the date on which the last party whose acceptance is required signs or otherwise validly accepts that Service Agreement, unless the Service Agreement expressly identifies a different effective date. With respect to these Terms as a published form, “Effective Date” means October 17, 2026. The effective date of a Client’s obligations is determined by the applicable Service Agreement and not merely by the publication date of these Terms.
“Essentials Service” means the managed website, Portal access, ongoing SEO and AEO activities, eligible Website Change Requests, hosting, standard lead-management functionality, standard communications functionality, and other services expressly included in the Client’s Essentials Package Agreement. The Essentials Service does not include Google Ads management, Meta Ads management, Signature CRM services, custom software development, advertising media spend, or another separately offered service unless expressly stated in a signed agreement.
“Essentials Subscription” means the Client’s recurring, month-to-month subscription to the Essentials Service for one Covered Business, subject to the Fees, billing cycle, scope, limitations, and termination provisions of the Agreement.
“Fees” means all setup fees, subscription fees, management fees, hosting fees, usage charges, Messaging Credit purchases, automatic wallet replenishments, buyout amounts, pass-through costs, taxes, and other amounts the Client is required or authorizes itself to pay under the Agreement. Advertising media spend paid directly to a Third-Party Platform under a separate service agreement is not a Fee paid to Built for Business unless that agreement expressly states otherwise.
“Final Service Date” means the final date on which the applicable purchased Service remains active following a cancellation, nonrenewal, or termination. Unless the Agreement expressly provides for immediate termination or a different date, the Final Service Date for a prepaid month-to-month Service is the final day of the then-current paid billing cycle.
“Guaranteed City” means the single incorporated city and state expressly identified as the Guaranteed City in the signed Essentials Package Agreement. The Guaranteed City does not include an entire county, metropolitan area, region, neighboring municipality, unincorporated area, or every place the Covered Business is willing to serve unless the Essentials Package Agreement expressly states otherwise. References to searches “in the Client’s city” or similar language mean the Guaranteed City.
“Intellectual Property Rights” means all rights arising under patent, copyright, trademark, service-mark, trade-dress, trade-secret, database-right, moral-right, publicity-right, mask-work, design-right, domain-name, unfair-competition, and other intellectual-property or proprietary-right laws, together with all registrations, applications, renewals, extensions, and causes of action relating to those rights.
“Lead Data” means Client Data concerning an identifiable or reasonably identifiable prospective or actual customer, including names, telephone numbers, email addresses, form responses, appointment information, message content, lead-source information, status information, and related notes or activity history. Lead Data remains subject to the rights of the individuals to whom it relates and to Applicable Law; describing it as Client Data does not give the Client ownership of an individual’s personal rights.
“Losses” means claims, demands, proceedings, investigations, liabilities, damages, judgments, settlements, penalties, fines, assessments, chargebacks, refunds, costs, and expenses, including reasonable attorneys’ fees and other reasonable costs of defense, enforcement, investigation, remediation, or response, to the extent recoverable under Applicable Law.
“Managed Website” or “Website” means the primary website Built for Business creates, configures, hosts, manages, or maintains for the Covered Business under the Essentials Package Agreement. Unless the Agreement expressly states otherwise, references to the Website do not include a separate website, microsite, mobile application, web application, online store, client portal, third-party directory profile, social-media page, advertising-platform page, or additional domain.
“Messaging Credits” means prepaid usage value made available within the Portal for eligible text-messaging or related communications usage. Messaging Credits are not a deposit account, bank account, stored-value account, gift card, or cash equivalent; have no cash value outside the Services; and are subject to the purchase, usage, expiration, forfeiture, and nonrefundability provisions of the Agreement.
“Messaging Number” means a telephone number provisioned, licensed, assigned, or otherwise made available through Built for Business or a Third-Party Service for use with the Client’s messaging, calling, automation, or lead-management functionality. A Messaging Number is not the Client’s property and is distinct from a telephone number the Client independently owned and provided before the Services.
“Personal Information” means information defined as “personal information,” “personal data,” “personally identifiable information,” or an equivalent term under Applicable Law. The term includes information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked with an individual or household when the applicable law uses that standard.
“Platform Terms” means the then-current terms, policies, standards, rules, technical requirements, acceptable-use requirements, data terms, billing requirements, and other contractual or operational conditions imposed by a Third-Party Platform. Platform Terms may be changed by the applicable third party without Built for Business’s control.
“Portal” means the client-facing software environment, dashboard, account area, or collection of software features that Built for Business makes available in connection with a purchased Service. The Portal may include lead-management, messaging, forms, booking, reporting, Website Change Request, billing, support, automation, AI, account-management, and other functionality. “Portal” includes the then-current features made available to the Client and does not guarantee that every feature demonstrated, described, tested, or previously available will remain available throughout the relationship.
“Portal Account” means the account through which the Client and its Authorized Users access the Portal. The Portal Account includes associated permissions, settings, configurations, and access rights but does not transfer ownership of the Portal or Company Materials to the Client.
“Qualifying Main Service” means the single principal, legitimate, actively offered service of the Covered Business expressly identified as the Qualifying Main Service in the signed Essentials Package Agreement. The Qualifying Main Service must be a genuine core service that the Covered Business is properly licensed and legally permitted to provide, where licensing or authorization is required, and must be offered to customers in the Guaranteed City. An incidental product, ancillary offering, aspirational future service, prohibited service, discontinued service, or service the Client is not prepared to perform does not qualify. The Qualifying Main Service may be changed after signing only through a written amendment accepted by Built for Business, and any resulting effect on implementation, measurement, timing, or the 90-Day Guarantee will be addressed in that amendment.
“Ready for Launch” means that Built for Business has substantially completed the initial implementation of the purchased Essentials Service such that: (a) the initial Website is reasonably capable of being made publicly accessible for its intended basic business-marketing purpose; and (b) Portal access has been made available or is reasonably capable of being made available to the Client. Ready for Launch does not require that every optional preference, nonmaterial correction, future enhancement, Website Change Request, messaging registration, search-engine indexation, ranking objective, third-party verification, or post-launch optimization be completed.
A Website may be Ready for Launch even if public activation or full operation is delayed by an act or omission outside Built for Business’s reasonable control, including the Client’s failure to provide an approval, domain access, registrar access, credential, Client Material, legally required disclosure, verification information, or other dependency. In that circumstance, Built for Business may designate the Website and Essentials Service as Ready for Launch by written notice describing the unresolved dependency and confirming that the initial implementation is otherwise substantially complete.
“Ready-for-Launch Date” means the date on which the Website and Essentials Service first satisfy the definition of Ready for Launch, as reasonably determined and documented by Built for Business. Built for Business may document the Ready-for-Launch Date through an email, Portal notice, project record, launch record, or other written record. The Ready-for-Launch Date may begin recurring billing and the applicable 90-day measurement period as provided elsewhere in the Agreement, including when actual public activation is delayed by the Client or another circumstance described in the definition of Ready for Launch.
“SEO” or “Search Engine Optimization” means the activities Built for Business elects to perform for the purpose of improving the Website’s technical accessibility, relevance, content, local-search signals, indexability, discoverability, or potential visibility in unpaid search-engine results. SEO does not include paid advertising and does not, by itself, promise a particular ranking, placement, traffic level, lead volume, or business result except to the extent expressly stated in the 90-Day Guarantee provisions of the Agreement.
“Service Agreement” has the meaning stated in Section 1.2 and means a written or electronic agreement that identifies the Client, identifies one or more purchased Services, incorporates these Terms, and is validly accepted by Built for Business and the Client. The Essentials Package Agreement, Google Ads Management Agreement, Meta Ads Management Agreement, and Signature CRM Services Agreement are separate Service Agreements unless a signed document expressly combines them.
“Services” means only the specific services that the Client has purchased under an applicable Service Agreement, together with work that the Agreement expressly identifies as included in those services. “Services” does not include an item merely because Built for Business possesses the capability to provide it, provided it to another client, demonstrated it, discussed it, included it in marketing, or may offer it in the future.
“Subscription” means a recurring Service that automatically continues for successive billing periods until canceled, nonrenewed, or terminated in accordance with the Agreement. A Subscription may be month-to-month even though Fees are charged automatically and in advance.
“Signature CRM Feature Request” means one request submitted through the designated Signature CRM Portal form for one reasonably simple new business function or one discrete addition, refinement, or change to an existing CRM feature. It is not a bundle of independent functions or a complete multi-function system merely because described as one project. Section 13.26 governs eligibility, one-active-request sequencing, substantive responses, scope classification, and completion planning.
“Subscription Term” means the period beginning on the date recurring billing for a Subscription starts and continuing through successive renewal periods until the applicable Final Service Date. Each renewal period is a separate paid service period and does not create a guaranteed long-term commitment unless the applicable Service Agreement expressly states otherwise.
“System Data” means technical, operational, diagnostic, security, performance, usage, and analytics information generated by or concerning the operation of the Services, including logs, error records, device and browser information, feature-usage information, delivery records, system-performance data, and aggregated or deidentified statistics. System Data does not include identifiable Client Data except to the limited extent identifiable information is necessarily contained in an operational or security record. The Company’s permitted use and retention of System Data remain subject to the Agreement and Applicable Law.
“Third-Party Platform” means a website, platform, network, account system, marketplace, communications provider, artificial-intelligence provider, search engine, social network, advertising platform, payment processor, domain registrar, hosting or infrastructure provider, analytics provider, integration provider, carrier, or other service that is not owned and controlled by Built by Shah LLC.
“Third-Party Service” means any product, service, software, data source, functionality, infrastructure, integration, account, or resource supplied or controlled by a third party and used by, connected to, or made accessible through the Services. A Third-Party Service may be subject to Platform Terms and may be modified, limited, suspended, discontinued, or priced differently by its provider.
“Usage Charges” means variable charges incurred based on actual or authorized consumption of a metered feature or Third-Party Service, including eligible messaging, telephone, carrier, registration, verification, or similar charges. Usage Charges are separate from recurring subscription Fees unless the applicable Service Agreement expressly states that a particular quantity is included.
“Website Change Request” means one request submitted through the designated Portal workflow seeking one reasonably identifiable, eligible basic change to the Managed Website. A request containing multiple changes, a redesign, custom functionality, work outside the Managed Website, or another excluded item is not treated as one Website Change Request merely because the Client submits the items together or describes them as one project. Eligibility, sequencing, response rights, and completion timing are governed by the Website-change provisions of the Agreement.
“Written” or “in Writing” means contained in a record capable of being retained and reproduced for later reference, including an executed document, email, Portal submission, Portal notice, or another electronic record the Agreement expressly recognizes for the relevant purpose. A text message, iMessage, or WhatsApp message may constitute a written communication or evidence of an instruction when its content and source can reasonably be authenticated, but it constitutes formal notice under the Agreement only when the notice provisions or the provision governing that particular action permit that channel. An oral conversation is not Written unless its terms are subsequently memorialized in a qualifying written record.
2.3 Service-Specific Definitions
A Service Agreement may define additional terms applicable only to the service purchased under that Service Agreement. For example, a Google Ads Management Agreement may define terms concerning advertising accounts, advertising spend, campaigns, conversion tracking, or platform access; a Meta Ads Management Agreement may define terms concerning Meta business assets, pages, pixels, audiences, or advertising accounts; and a Signature CRM Services Agreement may define terms concerning specifications, milestones, acceptance testing, custom development, deployment, or maintenance.
A service-specific definition supplements these Terms and applies only to the relevant Service. If the same capitalized term is expressly given a different meaning in a Service Agreement, the service-specific meaning controls solely for purposes of that Service Agreement and only to the extent of the express difference, subject to the order-of-precedence provisions of the Agreement.
2.4 Rules of Interpretation
Unless the Agreement expressly states otherwise:
- Including. The words “include,” “includes,” and “including” mean “including without limitation.” An example illustrates a principle and does not limit the principle to the example.
- Singular and Plural. The singular includes the plural and the plural includes the singular when the context reasonably permits.
- Gender and Persons. Words referring to a person include an individual, sole proprietorship, corporation, limited liability company, partnership, association, trust, governmental body, and other legal or commercial entity, as the context requires.
- Conjunctions. The word “or” is inclusive and means “and/or” unless the context clearly requires alternatives to be mutually exclusive. The word “and” may be read distributively when necessary to give a provision its reasonable meaning.
- Headings. Titles, headings, captions, and summaries are provided for organization and convenience and do not limit or expand the substantive meaning of the Agreement.
- References. A reference to a section or subsection means a section or subsection of the document in which the reference appears unless the reference identifies another document.
- Laws and Policies. A reference to a law, regulation, policy, rule, standard, platform requirement, or third-party term includes amendments, replacements, successor provisions, and then-current versions to the extent the referenced requirement is lawfully applicable.
- Successors and Assigns. A reference to a party includes that party’s permitted successors and assigns.
- Discretion. When the Agreement gives a party “sole discretion,” the decision belongs to that party subject to the implied covenant of good faith and fair dealing and any nonwaivable limitation under Applicable Law. When the Agreement uses “reasonable discretion,” the party must exercise judgment reasonably in light of the circumstances known at the time.
- Knowledge. A reference to Built for Business’s knowledge means the actual knowledge of the personnel primarily responsible for the relevant matter, without an independent duty to investigate unless Applicable Law requires otherwise.
- Approvals and Consents. An approval, consent, waiver, or authorization must be given in Writing when the Agreement requires it to be written. Approval of one item or occurrence does not constitute approval of a later or different item or occurrence.
- Obligations and Rights. “Will” and “shall” identify an obligation when used in a mandatory context. “May” identifies permission, authority, or discretion and does not ordinarily create an obligation.
- No Implied Expansion. A general description of the Services does not override a specific exclusion, limitation, dependency, eligibility requirement, or service-specific scope provision.
- Independent Provisions. Unless the Agreement expressly makes one obligation conditional on another, each obligation is independent, and a party’s failure to enforce one provision does not alter another provision.
2.5 Computation of Time
Unless a provision establishes a different calculation:
- a period stated in calendar days includes Saturdays, Sundays, and holidays;
- a period stated in Business Days excludes Saturdays, Sundays, and United States federal holidays;
- when a period is stated to begin “after” an event, the date of the event is not counted and the following applicable day is the first day;
- when a deadline is tied to receipt of a complete request, notice, approval, credential, payment, or other item, the period does not begin until the required item has actually been received in a form reasonably sufficient for its intended purpose;
- unless a specific time is stated, a deadline expires at 11:59 p.m. Pacific Time on the final applicable day;
- if a deadline stated in Business Days would otherwise fall on a day that is not a Business Day, it moves to the next Business Day;
- a deadline expressly stated in calendar days, including a guarantee-claim deadline, cancellation right, or other time-sensitive election, does not move merely because the final day is a weekend or holiday unless the applicable provision or Applicable Law says otherwise;
- Built for Business’s performance period is paused for the duration of a Client-caused delay, incomplete request, missing approval, missing Client Material, missing access, payment default, security concern, Third-Party Service dependency, or other circumstance for which the Agreement expressly permits a pause or extension; and
- references to a time of day mean Pacific Time unless the applicable Service Agreement expressly states another time zone.
The specific provisions governing the Three-Day Peace of Mind Guarantee, Ready-for-Launch Date, Website Change Requests, Signature CRM Feature Requests, 90-Day Guarantee, cancellation, billing, data-retention periods, and dispute-resolution deadlines control over this general Section to the extent they prescribe a more specific method of calculation.
3. CONTRACT DOCUMENTS, ORDER OF PRECEDENCE, CROSS-SERVICE DEFAULT, AND AMENDMENTS
3.1 One Contractual Framework; Service-Specific Commitments
These Terms establish the common contractual framework governing the parties’ relationship. Each applicable Service Agreement identifies a particular Service the Client has purchased and may be accompanied by attachments containing service-specific or transaction-specific details. All documents that the applicable Service Agreement expressly incorporates are part of the Agreement and must, to the extent reasonably practicable, be read together as a coordinated whole so that each provision is given effect.
Although multiple Service Agreements between the parties may be separate for purposes of scope, Fees, billing, performance obligations, service periods, guarantees, cancellation, and other service-specific matters, they form part of a single commercial relationship between the same parties. Entering into more than one Service Agreement does not combine the scope, Deliverables, included features, Fees, warranties, guarantees, service levels, or usage allowances of the separate Services. A benefit purchased for one Service does not apply to another Service unless an authorized written or electronic agreement expressly says that it does.
Each Service Agreement incorporates the then-applicable version of these Terms identified in or delivered with that Service Agreement. If different Service Agreements identify different versions of these Terms, the version identified in each Service Agreement governs that Service Agreement unless the parties subsequently adopt one version for multiple Services through a valid Amendment. Nothing in this Section permits a later Service Agreement to alter an earlier Service Agreement merely because both concern the same Client.
3.2 Contract Documents
Depending on the Services purchased, the Agreement may consist of some or all of the following documents:
- a written or electronic amendment, change order, addendum, or other modification that is expressly identified as modifying an existing Agreement and is validly accepted by authorized representatives of both parties in accordance with Section 3.8 (each, an “Amendment”);
- the applicable Service Agreement, such as an Essentials Package Agreement, Google Ads Management Agreement, Meta Ads Management Agreement, Signature CRM Services Agreement, or another service-specific agreement;
- any exhibit, order form, statement of work, service schedule, project specification, pricing schedule, or similar attachment that the applicable Service Agreement expressly incorporates (each, an “Attachment”);
- these Master Client Service Terms; and
- any operational, technical, security, acceptable-use, messaging, platform, support, data-handling, or similar policy that the applicable Service Agreement or these Terms expressly incorporates (each, an “Operational Policy”).
A proposal, estimate, advertisement, sales presentation, demonstration, invoice, receipt, project-management entry, support ticket, meeting note, text message, WhatsApp message, email, or other communication is not a Contract Document merely because it relates to the Services. Such a communication becomes part of the Agreement only when a Contract Document expressly incorporates it or when it independently satisfies the requirements for a valid Amendment under Section 3.8.
3.3 Order of Precedence
If two or more Contract Documents contain provisions that directly and irreconcilably conflict concerning the same subject, the conflicting provisions will control in the following descending order of priority:
- first, the most recent valid Amendment, but only as to the specific Service Agreement, provision, subject matter, and period the Amendment expressly modifies;
- second, the applicable Service Agreement;
- third, the Attachments expressly incorporated into that Service Agreement;
- fourth, these Master Client Service Terms; and
- fifth, the applicable Operational Policies expressly incorporated into the Agreement.
The foregoing hierarchy applies only to an actual conflict. The parties will first interpret the relevant provisions, where reasonably practicable, so that each can operate without nullifying another. A provision is not in conflict merely because one document is more detailed, imposes an additional compatible requirement, addresses a subject another document does not address, or establishes a condition, limitation, exclusion, dependency, or procedure consistent with the other document. Silence in one Contract Document does not, by itself, override a provision in another Contract Document.
Within the same level of priority, a provision written specifically for the particular Service, transaction, Client, Deliverable, or circumstance controls over an irreconcilably conflicting general provision to the extent of that conflict. If two valid provisions at the same level are equally specific and cannot reasonably be harmonized, the later validly accepted provision controls to the extent of the conflict. A later date alone does not make an unsigned or unaccepted document an Amendment and does not alter the Agreement.
An Amendment does not modify an unrelated Service Agreement or unrelated provision unless it expressly identifies that Service Agreement or provision. A Service Agreement does not modify another Service Agreement merely because it was signed later, concerns a related Service, or uses overlapping terminology. An Attachment may supply details required by its Service Agreement but may not override an irreconcilably conflicting provision of that Service Agreement unless the Service Agreement expressly states that the identified Attachment provision will control. An Operational Policy may govern day-to-day use or operation of a Service but may not override any higher-priority Contract Document.
Platform Terms govern the Client’s use of the applicable Third-Party Platform as between the Client and the third-party provider. Platform Terms do not, merely by existing or changing, amend the parties’ allocation of Fees, ownership, liability, guarantees, cancellation rights, dispute procedures, or other obligations under the Agreement. However, Built for Business may take actions reasonably necessary to comply with Platform Terms as provided elsewhere in the Agreement.
3.4 Multiple Services Remain Separately Scoped and Billed
Each Service is separately scoped, priced, performed, billed, renewed, canceled, and terminated under its applicable Service Agreement. Unless a Contract Document expressly provides otherwise:
- cancellation, expiration, suspension, or termination of one Service does not itself cancel another Service;
- a payment allocated to one Service does not satisfy an amount due for another Service;
- a credit, refund, guarantee, usage allowance, service level, or promotional benefit relating to one Service does not apply to another Service;
- a delay, dependency, dispute, or performance issue involving one Service does not excuse the Client’s obligations relating to another Service;
- work, access, data, accounts, Deliverables, or functionality included in one Service are not included in another Service merely because the Services connect, exchange information, or are administered through the same Portal; and
- a separate written cancellation or nonrenewal instruction must identify each Service the Client intends to cancel or not renew.
Built for Business may issue one combined invoice, use one saved payment method, provide one Portal login, designate one account manager, or communicate about multiple Services together for administrative convenience. Doing so does not merge the separate Services, their Fees, their scopes, or their service-specific legal terms.
3.5 Cross-Service Default and Suspension Rights
Any breach of any Contract Document by the Client—including a payment default, misuse of a Service, violation of an Operational Policy, failure to provide a required authorization or cooperation, violation of Applicable Law or Platform Terms, infringement or misuse of Company Materials, security threat, fraudulent or abusive conduct, or other failure to perform an obligation—constitutes a default within the parties’ overall contractual relationship. Accordingly, a breach arising under or relating to any one Service permits Built for Business, in addition to its other rights and remedies, to suspend, restrict, disable, withhold, or condition the Client’s access to or use of any or all Services provided by Built for Business, including Services under a different Service Agreement.
Built for Business may exercise this cross-service suspension right with respect to some or all Services and some or all users, features, accounts, integrations, communications functions, websites, campaigns, development environments, or administrative capabilities. Built for Business may tailor the scope of a suspension to the nature of the breach, the operational or legal risk presented, the Client’s payment status, the likelihood of harm, technical feasibility, and the need to protect Built for Business, its personnel, its other clients, third parties, or Third-Party Platforms. The existence of a narrower remedy does not obligate Built for Business to select that remedy if broader suspension is contractually permitted and lawful.
If another provision grants the Client notice, a cure period, or another procedural protection for a particular breach, Built for Business will apply that protection to the extent the provision expressly governs the circumstances. Built for Business may nevertheless impose an immediate temporary restriction or suspension before expiration of a cure period when reasonably necessary to address suspected fraud, abuse, unlawful activity, security risk, imminent harm, unauthorized access, platform or carrier action, threatened intellectual-property misuse, material risk to data or systems, or another circumstance for which immediate action is permitted by the Agreement or Applicable Law. No provision requires Built for Business to continue conduct that it reasonably believes would violate Applicable Law, Platform Terms, a governmental directive, or the rights of another person.
Except where a Service Agreement expressly provides otherwise or Applicable Law requires otherwise, suspension:
- is not a cancellation or termination of the affected Service Agreement;
- does not extend a paid service period, alter a billing date, stop recurring Fees, excuse an accrued payment obligation, or entitle the Client to a credit or refund;
- does not require Built for Business to preserve or queue communications, leads, advertising delivery, Website Change Requests, automations, or other activity that cannot be processed while the applicable feature or Service is suspended;
- may continue until Built for Business reasonably determines that the breach and its effects have been cured, all undisputed overdue amounts and applicable restoration charges have been paid, required assurances or information have been provided, and reinstatement no longer presents an unreasonable legal, operational, security, reputational, credit, or platform risk; and
- does not limit Built for Business’s right to cancel, terminate, decline to renew, seek payment, recover Losses, enforce intellectual-property rights, or pursue any other remedy available under the Agreement or Applicable Law.
Reinstatement of one Service does not waive a default affecting another Service and does not require reinstatement of every Service. Built for Business’s election not to impose a cross-service suspension, its decision to impose only a limited suspension, or its temporary continuation of any Service after a breach does not waive the breach or prevent a later suspension or other remedy. Built for Business has the right, but not the obligation, to exercise cross-service remedies and may withdraw or narrow a suspension without waiving its right to reimpose it if the breach remains uncured or recurs.
3.6 Routine Communications, Instructions, and Approvals
The parties expect to exchange routine operational communications through the Portal, email, WhatsApp, telephone, SMS, iMessage, videoconference, project-management tools, and other channels used in administering the Services. Subject to the Client’s authorization settings and the Agreement, Built for Business may rely on an apparently authentic operational instruction, content approval, access authorization, Website Change Request, campaign direction, scheduling request, support request, or similar communication from the Client’s Authorized Signer, an Authorized User, a designated account or billing contact, or a person whom the Client has held out as authorized for the relevant matter.
Website Change Requests and Signature CRM Feature Requests enter their respective queues only through the designated Portal forms under Sections 5.18 and 13.26, or when Built for Business records and confirms a permitted staff conversion into the applicable Portal workflow. An operational instruction in another channel does not by itself create an active request or start a request-workflow deadline.
Routine communications may authorize performance within the existing scope of a Service, but they do not amend the Agreement. Without limiting the foregoing, an instruction or communication does not change Fees, payment obligations, ownership, license rights, confidentiality duties, warranty disclaimers, liability limitations, indemnification obligations, a guarantee, a cancellation or refund right, data rights, arbitration, class-action waiver, jury-trial waiver, governing law, venue, renewal terms, or any other contractual provision unless the communication forms part of a valid Amendment satisfying Section 3.8.
An employee, contractor, salesperson, account manager, client success manager, support representative, developer, designer, media buyer, or other service provider of Built for Business has no authority to modify the Agreement, promise a waiver, guarantee a result, grant a refund or credit, transfer ownership, assume liability, or bind Built for Business to additional work unless Built for Business has expressly authorized that person to enter into the particular Amendment and the Amendment satisfies Section 3.8. The Client may not reasonably rely on a purported contractual modification that does not satisfy that Section.
Built for Business may, as a courtesy and without additional charge, occasionally provide assistance, make an accommodation, accept a late item, perform work outside a strict deadline, overlook a nonmaterial breach, or provide functionality beyond the minimum scope. Any such action is voluntary, does not create a continuing obligation, does not expand the purchased scope, does not establish a course of performance requiring repetition, and does not amend or waive any provision except to the extent a valid written waiver or Amendment expressly states otherwise.
3.7 Change Orders and Out-of-Scope Requests
If the Client requests work, functionality, Deliverables, usage, access, or responsibilities outside the existing scope, Built for Business may decline the request or propose an Amendment, change order, additional Service Agreement, revised timeline, additional Fee, deposit, or other condition. Discussions, estimates, preliminary work, demonstrations, technical investigation, or statements that a request may be possible do not obligate Built for Business to perform the request.
Built for Business is not obligated to begin out-of-scope work until the parties have accepted the required Contract Document and the Client has paid any required Fee or deposit and supplied all required information, access, materials, approvals, and authorizations. If Built for Business chooses to perform a limited out-of-scope task without a formal change order, that isolated performance does not add the task to the recurring scope or obligate Built for Business to perform the same or a similar task again.
3.8 Requirements for a Valid Amendment
Except for a change expressly authorized by the existing Agreement and except to the extent Applicable Law requires otherwise, the Agreement may be amended only through a formal Written or electronic Amendment accepted by authorized representatives of both Built for Business and the Client. To be effective, an Amendment must:
- identify the parties and the Service Agreement or other Contract Document being amended with reasonable specificity;
- state that it is an amendment, change order, addendum, or other contractual modification;
- identify the provision, subject, scope, Fee, or obligation being added, removed, replaced, or modified with reasonable specificity;
- state its effective date or provide an objective method for determining that date; and
- be signed or affirmatively accepted through a verifiable written or electronic process by an authorized representative of each party.
For Built for Business, an Amendment must be accepted by a manager, officer, or other representative whom Built for Business has authorized to approve the type of modification at issue. For the Client, an Amendment must be accepted by the Authorized Signer or another representative whom the Client has authorized to enter into the type of modification at issue. Each person accepting an Amendment represents that the person has the required authority.
An ordinary email, WhatsApp message, SMS, iMessage, telephone conversation, voicemail, meeting statement, support ticket, Portal instruction, project-management entry, invoice, payment, or operational approval does not amend the Agreement, even if it concerns the Services or is sent by an employee or representative of a party. An electronic communication may form part of a valid Amendment only if it expressly identifies itself as a contractual amendment and the parties complete the formal acceptance requirements in this Section. Merely typing a name at the end of an ordinary message, responding “approved,” reacting to a message, making a requested payment, or permitting work to proceed is not, by itself, acceptance of an Amendment unless the communication and acceptance process clearly and conspicuously identify the contractual modification and demonstrate the parties’ intent to amend the Agreement.
An Amendment modifies the Agreement only to the extent expressly stated. All provisions not expressly modified remain in effect. No Amendment will be interpreted to waive accrued payment obligations, transfer Intellectual Property Rights, create or enlarge a guarantee, increase Built for Business’s liability, eliminate a disclaimer, waive arbitration, permit class or representative proceedings, waive a jury-trial waiver, or change governing law or venue unless it identifies the affected provision and states the intended change expressly.
3.9 Contractually Authorized Changes Are Not Amendments
The Amendment requirements in Section 3.8 do not prevent Built for Business from exercising a change right that the Client has already accepted in the Agreement. For example, to the extent expressly permitted elsewhere in the Agreement, Built for Business may change prospective subscription pricing after required notice, update live Usage Charges or messaging rates, add, modify, replace, or remove Portal functionality, modify a technical process, change a supported Third-Party Service, update an Operational Policy, or take action required for security, compliance, platform, carrier, legal, or operational reasons. An action taken within an existing contractual change right is an exercise of the Agreement and does not require a separate Amendment unless the provision granting the change right says otherwise.
No Operational Policy update may, by itself, retroactively increase Fees already incurred, transfer the Client’s preexisting ownership rights, materially enlarge the Client’s indemnification obligations, reduce an accrued refund right, alter the requirements of an express guarantee for a measurement period already in progress, alter a limitation-of-liability provision applicable to an already-accrued claim, require arbitration of a dispute that had already accrued before the arbitration provision applied, or change another material legal or economic term when the Agreement or Applicable Law requires mutual assent or additional notice. A change requiring an Amendment is not valid merely because it appears in an Operational Policy, public webpage, Portal announcement, help article, invoice, or email notice.
3.10 No Implied Amendment; Preservation of Nonwaivable Law
To the fullest extent permitted by Applicable Law, the Agreement will not be amended by oral statements, informal correspondence, silence, delay, partial performance, a course of dealing, a course of performance, trade usage, or a party’s failure on one or more occasions to insist on strict compliance. A waiver of one breach is not a waiver of another breach or of the same provision on a later occasion. A waiver is effective only for the specific matter and period it expressly identifies and does not operate as a permanent amendment unless it independently satisfies Section 3.8.
The parties intend this Section to provide a clear, reliable method for identifying binding contract changes and to prevent routine service communications from unintentionally changing material legal or economic terms. Nothing in this Section excludes or limits a rule of law concerning executed oral agreements, estoppel, novation, rescission, waiver, or another doctrine that Applicable Law makes nonwaivable in the circumstances. Any such doctrine will apply only to the minimum extent required by Applicable Law and will not be presumed from routine communications, customer-service accommodations, voluntary extra performance, or a party’s failure to enforce a provision on a particular occasion.
3.11 Continuing Effect
This Section survives suspension, cancellation, nonrenewal, expiration, or termination of any Service Agreement to the extent necessary to determine which Contract Documents governed the parties, resolve conflicts among them, determine whether a purported amendment or waiver was effective, enforce accrued rights and obligations, or adjudicate a dispute arising out of or relating to the Agreement.
4. GENERAL SERVICE PERFORMANCE, CLIENT COOPERATION, AND DELIVERY DEPENDENCIES
4.1 Services Are Limited to the Applicable Service Agreement
Built for Business will provide only the Services expressly identified in an applicable Service Agreement, subject to the scope, assumptions, exclusions, dependencies, usage limitations, and other conditions stated in the Agreement. A description of Built for Business’s general capabilities, a demonstration of the Portal, a discussion of a possible strategy, an example from another client, or the availability of a feature within Built for Business’s broader systems does not make that capability, strategy, example, or feature part of the Client’s purchased Services.
Built for Business may provide more than one Service to the Client under separate Service Agreements. Each Service remains governed by its own scope and Fees. Work performed for one Service is not included in another Service unless the applicable Contract Documents expressly state otherwise. The Client is responsible for reviewing the applicable Service Agreement and confirming that the purchased scope addresses the Client’s intended business use before accepting it.
4.2 Performance Standard and Nature of the Engagement
Built for Business will use commercially reasonable efforts to perform its express obligations under the Agreement in a manner generally consistent with the nature of the purchased Services. This standard does not create a fiduciary duty, professional-client relationship, heightened duty of care, or obligation to achieve the Client’s preferred business outcome. Except for an express obligation or guarantee stated in the Agreement, Built for Business is engaged to provide services and effort, not to insure a particular result.
The Services may involve strategy, design, content, technology, automation, search optimization, communications infrastructure, advertising support, software configuration, data processing, or other activities whose performance and results depend on numerous circumstances outside Built for Business’s control. Built for Business does not promise that every recommendation will be adopted, every strategy will succeed, every feature will operate without interruption, every Third-Party Platform will accept a submission, every communication will be delivered, every search engine or artificial-intelligence system will display the Client, or every lead will become a customer. Express service-specific guarantees, if any, are limited to their precise written terms and do not expand this general performance standard.
The Client acknowledges that business, marketing, technology, communications, search, advertising, and software services require continuing judgment and adaptation. Built for Business may make good-faith professional and operational decisions based on the information, systems, resources, platform conditions, and circumstances reasonably available at the time. A later disagreement with a reasonable strategy, design choice, prioritization decision, implementation method, or allocation of effort does not by itself establish a failure to perform.
4.3 Control of Methods, Personnel, Sequencing, and Resource Allocation
Subject to the express requirements of the applicable Service Agreement, Built for Business controls the means, methods, techniques, tools, systems, personnel, workflows, sequencing, prioritization, and allocation of resources used to perform the Services. Built for Business may decide, among other things:
- which qualified personnel or providers will perform a task;
- which supported software, infrastructure, artificial-intelligence system, communications provider, hosting provider, development framework, design method, research method, or Third-Party Service will be used;
- the order in which tasks will be performed;
- whether work will be performed manually, through automation, with artificial-intelligence assistance, through reusable systems, or through a combination of methods;
- the amount and type of content, technical work, testing, configuration, optimization, or other activity reasonably appropriate for the purchased scope;
- when a task should be revised, deferred, replaced, discontinued, or performed through an alternative approach; and
- how personnel and resources will be allocated among clients, provided that Built for Business continues to perform its express obligations under the Agreement.
The Client may communicate objectives, preferences, factual corrections, brand requirements, and lawful operational instructions, but the Client does not acquire the right to direct Built for Business’s internal employment decisions, contractor relationships, proprietary processes, staffing levels, working hours, internal tools, or methods of performance. Nothing in the Agreement requires Built for Business to disclose Company Materials, confidential internal procedures, prompts, automation logic, source systems, vendor arrangements, personnel compensation, or other non-Deliverable resources used to provide the Services.
4.4 Employees, Affiliates, Contractors, and International Providers
Built for Business may perform the Services through its employees, Affiliates, independent contractors, consultants, subcontractors, vendors, and service providers located in the United States or any other country. The Client authorizes Built for Business to select, replace, and manage those persons without obtaining separate approval for each assignment or change, provided that their involvement is reasonably related to providing, supporting, securing, administering, or improving the Services.
Built for Business remains responsible for performing its contractual obligations when it delegates work to personnel or subcontractors acting on its behalf, subject to all limitations, exclusions, disclaimers, dependencies, and remedies stated in the Agreement. Built for Business is not responsible for an act outside the assigned scope that a contractor, provider, or other person undertakes independently and without Built for Business’s authorization. The use of a contractor or international provider does not convert that person into the Client’s employee, agent, partner, fiduciary, or direct contracting party.
Personnel and providers may be given access to Client Materials, Client Data, systems, accounts, or credentials only to the extent Built for Business reasonably determines is appropriate for their assigned functions. Any processing of Personal Information remains subject to the Agreement, Built for Business’s applicable privacy and data-processing obligations, and Applicable Law. This Section does not authorize either party to disregard a legally required data-transfer mechanism, privacy notice, contractual restriction, security requirement, or consent.
The foregoing permission to use personnel and providers is distinct from the Client’s direct relationship with a Third-Party Platform. An advertising platform, search engine, communications carrier, domain registrar, hosting infrastructure provider, payment processor, artificial-intelligence provider, or other independent Third-Party Platform is not a Built for Business subcontractor merely because the Services use, connect with, or depend on that platform. Responsibilities associated with independent Third-Party Platforms are governed by the applicable provisions of the Agreement and the relevant Platform Terms.
4.5 Client Cooperation Is a Material Dependency
The Client’s complete, accurate, and timely cooperation is a material condition of Built for Business’s ability to perform the Services. The Client must, as reasonably requested or as required by the applicable Service Agreement:
- designate an Authorized Signer and one or more reliable operational contacts with authority to provide instructions, information, access, approvals, and decisions;
- provide accurate legal names, business information, service descriptions, locations, operating hours, pricing information, offers, policies, credentials, licensing information, contact information, and other facts required for the Services;
- provide requested Client Materials in a usable format and represent that Built for Business is permitted to use them as contemplated by the Agreement;
- obtain and maintain the accounts, subscriptions, domains, licenses, registrations, consents, permits, disclosures, payment methods, approvals, and third-party permissions for which the Client is responsible;
- provide and maintain reasonably secure access to domains, websites, advertising accounts, analytics accounts, business profiles, communications accounts, social-media assets, data sources, payment systems, and other Client-controlled resources needed for the Services;
- attend or participate in reasonably necessary onboarding, review, compliance, verification, or decision-making communications;
- review requested materials and provide clear, consolidated, and timely approvals, corrections, or objections;
- promptly identify inaccurate, outdated, infringing, misleading, unlawful, or unauthorized content, data, instructions, or activity of which the Client becomes aware;
- maintain complete and current billing and communication information; and
- take any other action reasonably necessary to allow Built for Business to provide the purchased Services lawfully and effectively.
Built for Business is not required to investigate independently whether information supplied by the Client is complete or accurate unless the Agreement expressly assigns that responsibility to Built for Business. Built for Business may rely on information, instructions, approvals, representations, records, and access supplied by the Client or its authorized representatives. The Client remains responsible for the underlying accuracy, legality, substantiation, and authorization of Client Materials and Client-supplied business claims.
4.6 Three-Business-Day Client Response Period
Unless a Service Agreement or a particular request expressly establishes a different deadline, the Client must respond within three Business Days after Built for Business sends a request for information, Client Materials, credentials, account access, verification information, an approval, a decision, attendance, a correction, or another item reasonably needed to perform the Services.
For purposes of this operational response period, a request may be sent through the Portal, email, WhatsApp, a project-management system, or another communication channel the Client has used or designated for service administration. The period begins when the request is delivered to the applicable account or destination without a known delivery failure, subject to any nonwaivable rule of Applicable Law. Built for Business may send reminders but is not required to make repeated attempts, use every available communication channel, contact persons not designated by the Client, or investigate alternative contact information.
If a request is incomplete, ambiguous, internally inconsistent, inaccessible, corrupted, or reasonably requires clarification, the Client’s response obligation is not satisfied until the Client supplies information or action reasonably sufficient for the request’s intended purpose. A response stating only that the Client will respond later does not satisfy a time-sensitive request unless Built for Business agrees in Writing to an extension.
4.7 Client Delay and Nonresponse
A “Client Delay” occurs when the Client or a person under the Client’s responsibility fails to provide a requested item, cooperation, access, approval, payment, authorization, attendance, instruction, correction, or decision within the required period; supplies an incomplete or unusable item; changes a prior instruction in a manner that requires rework; prevents or interferes with performance; or otherwise causes Built for Business’s work to be delayed, blocked, repeated, or made materially less efficient.
Upon a Client Delay, Built for Business may, separately or in combination and without waiving any other right:
- pause affected work and performance deadlines;
- extend any schedule, estimate, milestone, review period, launch date, completion period, or other deadline by the duration of the Client Delay plus a reasonable period for rescheduling, remobilization, reassignment of personnel, revalidation, rework, or changed availability;
- move personnel and resources to other work and resume the Client’s work when resources reasonably become available;
- proceed with work that is not blocked;
- use reasonable assumptions, defaults, placeholder information, existing Client Materials, information previously supplied by the Client, or Built for Business’s reasonable professional judgment to proceed where feasible;
- omit, defer, disable, or substitute an item that cannot reasonably be completed without the missing cooperation;
- designate the Essentials Service as Ready for Launch once the requirements in the definition of Ready for Launch are otherwise satisfied, even if public activation or a particular feature remains delayed by the Client;
- commence or continue billing, a service period, or an applicable guarantee-measurement period when the Agreement ties that event to the Ready-for-Launch Date or another objective milestone that has been met apart from the Client Delay;
- require a revised schedule, updated scope, additional Fee, deposit, or Amendment if the Client Delay causes material rework, third-party cost, lost reservation, changed requirements, or work outside the purchased scope; and
- suspend or terminate affected Services if the delay continues, materially impairs performance, creates legal or security risk, or constitutes a breach under another provision of the Agreement.
Built for Business may document a Client Delay through an email, Portal notice, project record, task record, meeting record, or other Written communication. Built for Business’s failure to document a Client Delay immediately does not waive it when the delay and its effect can otherwise be reasonably established. Built for Business is not required to continue performing around an unresolved Client Delay or to incur additional cost to preserve an original estimate or schedule.
Except as expressly stated in an applicable refund or guarantee provision, a Client Delay does not entitle the Client to a refund, credit, free service extension, delayed billing date, repeated work without charge, or exclusion of the affected period from a service or guarantee measurement period. Nothing in this Section requires payment for a Service that Applicable Law prohibits Built for Business from charging under the particular circumstances.
4.8 Reasonable Assumptions and Proceeding Without a Response
If the Client does not respond within the applicable three-Business-Day period, Built for Business may use reasonable assumptions and proceed where feasible. In doing so, Built for Business may rely on the Client’s existing website, public business information, previously approved materials, information already provided during sales or onboarding, common industry conventions, the Client’s stated objectives, and Built for Business’s reasonable judgment.
Proceeding without a response does not mean Built for Business guarantees that an assumption reflects the Client’s undisclosed preference or circumstances. The Client remains responsible for reviewing the resulting work and promptly identifying material factual inaccuracies, legal restrictions, brand requirements, licensing limitations, or other information that Built for Business could not reasonably know. If the Client later requests a change because the Client failed to respond or disclose a requirement, the request will be handled under the applicable change-request or out-of-scope provisions and may affect timing or Fees.
Client silence is not treated as an express representation that a fact is true and is not treated as affirmative consent where Applicable Law, Platform Terms, or the Agreement requires a specific affirmative authorization. If an affirmative authorization is legally or operationally required and cannot be reasonably substituted, Built for Business may pause, omit, or disable the affected activity while continuing other feasible work and applying the remaining consequences of a Client Delay.
4.9 Client Review, Approvals, and Corrections
The Client must review materials submitted for its approval with reasonable care. An approval from an Authorized Signer, Authorized User, or person reasonably presented as authorized for the relevant matter permits Built for Business to rely on the approval and proceed. Unless Built for Business had actual knowledge of a material error or Applicable Law requires otherwise, Built for Business is not responsible for a Client-approved factual statement, offer, price, service description, image, trademark, legal disclosure, contact detail, instruction, or other Client-controlled matter merely because the Client later changes its preference or discovers information it could reasonably have identified during review.
The Client must provide corrections in a clear and consolidated manner. Repeated, contradictory, piecemeal, or materially changed instructions may be treated as new work, a Client Delay, multiple requests, or an out-of-scope request. Built for Business may request that the Client identify one authorized decision-maker when the Client’s representatives provide inconsistent instructions. Built for Business may rely on the most recent clear instruction from that decision-maker until the Client provides a superseding instruction through an authorized channel.
Approval of a draft, design, configuration, campaign, workflow, integration, Website, or other item does not transfer ownership or alter the Agreement. Approval authorizes Built for Business to proceed within the existing scope and may limit the Client’s ability to characterize the approved matter as defective, but it does not waive a nonwaivable legal right or excuse Built for Business from correcting a material failure to conform to an express contractual requirement.
4.10 Estimates, Milestones, and Delivery Dates
Unless an applicable Service Agreement expressly labels a date as a guaranteed deadline, all schedules, build periods, launch targets, response estimates, completion estimates, milestones, projections, and delivery dates are good-faith estimates rather than guarantees. Estimates may depend on the Client’s cooperation, the complexity and condition of Client systems, third-party reviews, platform approvals, account verifications, domain and DNS propagation, messaging registration, search-engine crawling and indexing, vendor performance, staffing, technical discoveries, rework, and other circumstances that may not be known when the estimate is provided.
Built for Business may revise an estimate when circumstances change or new information becomes available. A revised estimate does not constitute a breach or Amendment. Partial performance, delivery of a draft, availability of Portal access, or completion of one milestone does not imply that every other task or dependency is complete. Conversely, an unfinished optional preference, third-party review, nonmaterial correction, future optimization, or Client-delayed item does not prevent a Service from reaching an otherwise applicable billing, launch, acceptance, or performance milestone.
A delay relative to a non-guaranteed estimate or target date, standing alone, does not give the Client a right to cancel outside the Agreement, withhold payment, obtain a refund or credit, or recover lost revenue, lost opportunity, advertising loss, or other Losses unless the Agreement expressly provides that remedy or Applicable Law requires it. Nothing in this paragraph excuses a material breach of an express guaranteed deadline or eliminates a remedy that cannot lawfully be limited.
The express Website-change completion commitment in Section 5.21 and Signature CRM substantive-response commitment in Section 13.26 are request-workflow deadlines, not merely estimates under this Section. They remain subject to their stated eligibility, information, and dependency provisions. Neither provision creates a completion deadline for developing a CRM feature.
4.11 Ready for Launch Despite Client-Caused Delay
The parties agree that the Client may not postpone the Ready-for-Launch Date, recurring billing, or an applicable guarantee-measurement period indefinitely by withholding cooperation after Built for Business has substantially completed the work within its control. If the initial Website and Portal access otherwise satisfy the definition of Ready for Launch, Built for Business may designate the Service as Ready for Launch notwithstanding a Client Delay affecting public activation, domain connection, Client-supplied content, an approval, optional preference, messaging registration, third-party verification, or another dependency outside Built for Business’s reasonable control.
Built for Business will provide Written notice of the Ready-for-Launch designation and identify the material unresolved Client dependency when reasonably practicable. Once the Client cures the dependency, Built for Business will resume the affected launch activity in the ordinary course, subject to reasonable remobilization time and any other outstanding dependency. A Ready-for-Launch designation does not falsely represent that an unavailable third-party approval or incomplete Client responsibility has been completed; it records that Built for Business has substantially completed the initial implementation it can reasonably complete without the missing cooperation.
The Ready-for-Launch Date has the billing and guarantee consequences stated in the applicable Essentials Package Agreement and these Terms. This Section does not independently create a guarantee or determine which Fees are refundable.
4.12 Meetings, Client Success Communications, and Availability
Built for Business may offer onboarding meetings, check-ins, strategy discussions, client-success communications, reviews, or other opportunities to communicate. Unless a Service Agreement expressly guarantees a particular meeting cadence, meetings are expected to occur approximately monthly or as reasonably needed, depending on the stage of the Services, the existence of matters requiring discussion, and the parties’ availability. A reference to “monthly meetings,” a “client success manager,” “ongoing support,” or similar assistance does not guarantee that a live meeting will occur every calendar month regardless of need or availability.
Built for Business may proactively invite the Client to schedule or attend a meeting and may communicate through WhatsApp, email, the Portal, telephone, SMS, iMessage, videoconference, or another reasonable channel. The Client is responsible for maintaining current contact information, monitoring its designated channels, responding to scheduling requests, and making an authorized representative reasonably available. Built for Business is not in breach when a meeting cannot be held because the Client does not respond, declines, cancels, fails to attend, lacks availability, or has not provided working contact information.
Built for Business is not required to pursue the Client indefinitely, contact undisclosed persons, search for replacement contact information, or repeatedly reschedule missed meetings. If the Client cannot be reached using the contact information and channels it supplied, the Client accepts the resulting loss or reduction of the communication opportunity and any associated delay. Missed or unused meeting opportunities do not create a refund, credit, rollover, or extension, and Built for Business may use asynchronous communications instead of a live meeting when reasonable.
Communications through WhatsApp or another operational channel may be used to administer the Services but do not constitute a contractual Amendment or formal legal notice unless the Agreement expressly permits that channel for the specific purpose.
4.13 Evolution and Modification of Service Features
The Services, Portal, workflows, automations, interfaces, reporting, integrations, artificial-intelligence functionality, communications functionality, templates, and other features may evolve over time. Built for Business may add, modify, replace, redesign, limit, suspend, or remove a feature or method when reasonably related to product improvement, usability, security, reliability, legal or regulatory compliance, Platform Terms, provider availability, cost, technical compatibility, maintenance, business operations, or allocation of resources.
The Client does not purchase a perpetual right to every feature, interface, integration, workflow, report, automation, or capability that existed, was demonstrated, was discussed, or appeared in marketing at any particular time. Built for Business may replace a feature with a substantially similar feature or alternative process and may decide that a discontinued or unsupported feature will not be restored. Additions to the Services do not obligate Built for Business to maintain those additions permanently.
Where reasonably practicable, Built for Business will provide notice of a change that it reasonably expects will materially reduce a core function of a currently paid Service. Advance notice may not be possible for urgent security actions, emergency maintenance, legal requirements, carrier or platform action, third-party discontinuation, or circumstances outside Built for Business’s control. If a change requires an Amendment, price-change notice, privacy notice, consent, or other procedure under the Agreement or Applicable Law, Built for Business will follow the applicable procedure. Otherwise, the change may be implemented as an authorized operational change and does not require a new signature.
No feature change authorizes Built for Business to disregard an accrued contractual right, unlawfully alter the handling of Personal Information, or retroactively change a material economic or legal term. The Client’s ability to cancel a month-to-month Service prospectively remains governed by the applicable cancellation provisions.
4.14 Third-Party Services, Platforms, and External Dependencies
The Services may depend on Third-Party Services and Third-Party Platforms that Built for Business does not own or control. Those third parties may change their products, pricing, interfaces, application programming interfaces, algorithms, policies, review standards, account requirements, permissions, availability, geographic coverage, security requirements, or Platform Terms; may experience delays or outages; and may limit, reject, suspend, or discontinue access or functionality.
Built for Business may respond by modifying a workflow, substituting a supported provider, changing an integration, requesting additional Client information, pausing an affected feature, passing through or adjusting an applicable charge as authorized elsewhere in the Agreement, or discontinuing functionality that is no longer reasonably supportable. Built for Business does not guarantee the continued availability, approval, compatibility, output, ranking, delivery, performance, or conduct of a Third-Party Service.
Built for Business is not responsible for a failure or delay to the extent caused by a Third-Party Platform, including a search-engine change, artificial-intelligence output variation, carrier filtering, messaging registration delay, advertising-account restriction, domain or DNS problem, payment-processor action, hosting incident, integration failure, platform outage, policy change, or third party’s refusal to approve or continue an account. Built for Business will use commercially reasonable efforts to address an affected element when doing so is within the purchased scope and reasonably possible, but is not required to subsidize a third party, violate Platform Terms, use an unsupported workaround, or recreate a discontinued third-party function.
4.15 Client Systems, Accounts, Equipment, and Connectivity
The Client is responsible for obtaining, maintaining, updating, securing, and paying for the systems, devices, internet connectivity, email accounts, telephone service, domains, payment methods, third-party accounts, software, permissions, and other resources assigned to the Client under the Agreement. Built for Business is not responsible for performance problems caused by an unsupported or outdated device, browser, operating system, network, extension, firewall, spam filter, security setting, account restriction, third-party integration, or other Client-controlled environment.
The Client must use reasonable security practices, including protecting Account Credentials, limiting administrative access, removing access for departed personnel, maintaining current recovery information, and promptly reporting suspected unauthorized access. Built for Business may refuse to receive credentials through an insecure method and may require the Client to use a supported password manager, delegated-access process, or other reasonably secure procedure.
The Client must not make, or permit a third party to make, changes that interfere with the Services without reasonable coordination. Built for Business is not responsible for restoring or troubleshooting a problem caused by the Client or another provider outside the purchased scope. Remediation, reconfiguration, migration, or reconstruction resulting from an unauthorized or uncoordinated change may require an additional Fee or separate agreement.
4.16 Compliance Information and Professional Advice
Built for Business may request or collect information intended to support account verification, messaging registration, advertising-platform access, website implementation, or another compliance-related workflow. Built for Business may also provide general operational guidance or identify commonly encountered requirements. Unless the applicable Service Agreement expressly states otherwise, Built for Business is not engaged as the Client’s attorney, compliance officer, tax adviser, accountant, accessibility auditor, licensing authority, or industry regulator and does not provide legal, tax, accounting, regulatory, or other licensed professional advice.
The Client remains responsible for determining and communicating the laws, regulations, licensing rules, accessibility requirements, advertising restrictions, privacy requirements, messaging requirements, industry standards, and local requirements applicable to its business, Website, communications, offers, products, and services. The Client should consult qualified advisers and appropriate governmental or regulatory authorities in each jurisdiction where it operates. Built for Business may rely on the Client’s compliance instructions and may refuse or suspend an instruction that Built for Business reasonably believes may be unlawful, misleading, unauthorized, insecure, or inconsistent with Platform Terms.
More specific provisions concerning messaging, advertising, websites, data, privacy, and Client compliance control over this general Section.
4.17 Nonexclusive Relationship
Unless a Service Agreement expressly grants exclusivity, Built for Business may provide services to other businesses, including businesses that operate in the same industry, market, city, service area, or competitive category as the Client. No geographic, industry, keyword, audience, platform, strategy, personnel, or account exclusivity is implied. Built for Business is not required to disclose the identity, strategy, performance, or confidential information of another client and will not disclose the Client’s Confidential Information merely because it serves another business.
The Client may engage other providers, subject to its payment obligations, confidentiality obligations, access controls, and responsibility not to permit interference with the Services. Built for Business is not responsible for conflicting changes, duplicated work, performance degradation, account action, data loss, or other effects caused by another provider. Built for Business may require reasonable coordination or separation of access when multiple providers work in the same systems or accounts.
4.18 No General Agency or Authority to Bind
Built for Business is an independent contractor and not the Client’s employee, partner, joint venturer, franchisee, fiduciary, general agent, or legal representative. Neither party may bind the other to a contract, representation, debt, warranty, settlement, or other obligation except through authority expressly granted in the Agreement.
The Client may grant Built for Business limited authority to take specific actions on the Client’s behalf that are reasonably necessary to perform a purchased Service, including submitting information to a platform, requesting account verification, configuring an account, publishing approved content, connecting a domain, administering an integration, or completing a registration. Any such authority is limited to the applicable Service and does not authorize Built for Business to make unrelated business decisions, provide regulated professional advice, sign an unrelated contract in the Client’s name, or assume the Client’s legal obligations. Service-specific authorizations, including authorizations relating to advertising accounts, A2P messaging registration, and platform administration, will be governed by the applicable provisions of the Agreement.
4.19 Continuing Effect
The provisions of this Section concerning Client responsibility, Client Delay, approvals, reliance, third-party dependencies, additional Fees, nonexclusivity, independent-contractor status, and accrued rights survive suspension, cancellation, nonrenewal, expiration, or termination to the extent necessary to enforce the Agreement or evaluate performance occurring during the contractual relationship.
5. ESSENTIALS SERVICE SCOPE, WEBSITE, HOSTING, SEO, AEO, AND WEBSITE CHANGES
5.1 Applicability of This Section
This Section applies only when the Client has entered into an Essentials Package Agreement. It describes the general scope and limitations of the Essentials Service but does not, by itself, enroll the Client in that Service. The Client’s specific Fees, Guaranteed City, Qualifying Main Service, Covered Business, payment authorization, Ready-for-Launch Date, and other transaction-specific information will be stated or determined under the applicable Essentials Package Agreement.
The Essentials Service is a managed business-marketing service supported by software and Third-Party Services. It is not the sale of a perpetual software license, a custom software-development engagement, an enterprise hosting service, a custom CRM development project, an advertising-management service, or an agreement to deliver a fixed number of pages, tasks, leads, rankings, customers, or software features.
5.2 Scope Boundary for One Essentials Subscription
Unless the applicable Essentials Package Agreement expressly states otherwise, one Essentials Subscription covers only one Covered Business consisting of:
- one business operation;
- one customer-facing brand;
- one physical business location;
- one primary Website and domain;
- one Guaranteed City; and
- one Qualifying Main Service for purposes of the 90-Day Guarantee.
Common ownership, shared personnel, related branding, a shared telephone number, overlapping service areas, or operation through affiliated entities does not combine multiple businesses, brands, locations, or domains into one Covered Business. An additional business, brand, location, franchise, primary domain, substantially separate service operation, or separately marketed division may require an additional Essentials Subscription, additional Fee, or separate Service Agreement.
The Website may describe more than one legitimate service offered by the Covered Business, but the inclusion of multiple service descriptions does not expand the 90-Day Guarantee beyond the single Qualifying Main Service stated in the Essentials Package Agreement. Similarly, the Website may reference surrounding service areas, but the inclusion of those references does not expand the Guaranteed City.
5.3 General Components of the Essentials Service
Subject to the Agreement, the Essentials Service generally includes:
- initial planning, configuration, and implementation for the Covered Business;
- creation or substantial rebuilding of one managed business-marketing Website;
- Built for Business’s determination of an appropriate initial page structure and content architecture;
- initial Website copywriting, editing, layout, design, and implementation within the scope described in this Section;
- standard lead-capture forms and other eligible standard Website functionality;
- connection of the Website to the Client’s primary domain, when the Client provides the required access and maintains the domain;
- managed Website hosting during the active Essentials Subscription;
- access to the then-current standard Portal functionality made available with Essentials;
- ongoing SEO and AEO activities selected and performed by Built for Business;
- eligible Website Change Requests submitted one at a time through the designated Portal workflow;
- ordinary technical maintenance reasonably associated with the managed Website and hosting environment; and
- client-success communication and meeting opportunities as described in Section 4.12.
The foregoing list describes categories of service and is not a promise that every possible task, technique, page type, software feature, integration, communication method, or optimization activity within a category will be used for every Client or during every billing period. Built for Business determines the particular work reasonably appropriate for the Covered Business in light of the purchased scope, the Client’s circumstances, the Website’s condition, available data, platform conditions, and Built for Business’s professional judgment.
5.4 Initial Website Strategy, Structure, and Page Count
The initial Website will contain the number and type of pages, sections, calls to action, forms, and content elements that Built for Business reasonably determines are appropriate to support the Covered Business and the objectives of the Essentials Service. The Essentials Subscription does not include a fixed minimum or maximum page count, and no statement made during sales or onboarding creates a page-count commitment unless the applicable Essentials Package Agreement expressly states one.
Built for Business may use a single-page structure, a multipage structure, location or service pages, frequently asked question content, educational content, conversion-focused sections, supporting informational pages, or another structure based on its professional judgment. The Client may communicate reasonable preferences, but Built for Business retains control over the initial information architecture, sequencing, design system, navigation, layout, and implementation method, subject to any express brand requirements accepted in the Essentials Package Agreement.
Built for Business may add, combine, rewrite, reorganize, redirect, archive, or remove pages or sections when reasonably related to usability, conversion, SEO, AEO, technical performance, content quality, duplication, legal or platform risk, or maintenance. The fact that a page, section, or feature existed on the Client’s former website does not require Built for Business to reproduce it.
5.5 Initial Build Estimate
Built for Business’s good-faith target is generally to make the initial Essentials Service Ready for Launch in approximately fourteen days after Built for Business has received the initial payment and all reasonably necessary onboarding information, access, Client Materials, decisions, and authorizations. The fourteen-day period is an estimate, not a guaranteed completion deadline.
The estimate may be extended or revised because of Client Delay, the size or condition of an existing website, incomplete or inaccurate Client Materials, content complexity, required rework, domain or DNS issues, account-access issues, legal or compliance concerns, verification requirements, Third-Party Service dependencies, technical discoveries, staffing, security concerns, requested changes, or other circumstances described in the Agreement. Built for Business may designate the Service as Ready for Launch before or after the estimate based on the actual circumstances and the definition of Ready for Launch.
The estimated build period does not include the time required for search engines or artificial-intelligence systems to crawl, index, process, rank, cite, recommend, or display the Website or Covered Business; for a messaging provider or carrier to approve a registration; or for another third party to complete a review or approval.
5.6 Website Copywriting and Editing
Built for Business may research, draft, edit, rewrite, reorganize, summarize, expand, shorten, optimize, and publish Website copy within the Essentials scope. Built for Business may use its personnel, contractors, templates, research tools, artificial-intelligence systems, Client Materials, the Client’s existing public materials, and other lawful resources to assist with content production.
The Client authorizes Built for Business to describe the Covered Business, its services, service area, differentiators, processes, qualifications, and other relevant matters using information supplied by the Client or reasonably derived from Client Materials and public business information. Built for Business is not required to preserve the Client’s original wording, formatting, page organization, or tone.
The Client remains responsible for the accuracy and substantiation of claims concerning its business, including claims about licensing, certifications, experience, pricing, discounts, warranties, guarantees, response times, availability, results, awards, insurance, financing, product characteristics, service characteristics, safety, health, environmental benefits, legal compliance, or other factual matters uniquely within the Client’s knowledge. Built for Business will not knowingly fabricate a material factual claim, but it may reasonably rely on information supplied, approved, previously published, or held out as accurate by the Client.
5.7 Stock, Licensed, and Artificial-Intelligence-Generated Media
Built for Business may select, create, modify, and use stock media, licensed media, template-based media, and AI-Generated Materials in connection with the Website and Essentials Service. Such materials may include photographs, illustrations, icons, graphics, textures, backgrounds, layout elements, written content, or other media reasonably appropriate for the Website.
The Client acknowledges that:
- stock or licensed materials may be nonexclusive and may appear in materials created for other businesses;
- rights in stock or licensed materials remain subject to the applicable third-party license and may not be transferable apart from the Website or applicable Deliverable;
- AI-Generated Materials may contain limitations, inaccuracies, artifacts, or similarities to material generated for others and may require human review or modification;
- the availability, scope, or enforceability of intellectual-property protection for AI-Generated Materials may be limited or uncertain;
- Built for Business does not guarantee that stock, licensed, or AI-Generated Materials will be exclusive to the Client; and
- ownership and license rights in Website materials are governed by the intellectual-property provisions of the Agreement, not merely by the fact that a material appears on the Website.
The Essentials Service does not include custom photography, on-location photography, professional videography, video production, custom illustration, custom logo creation, a complete brand-identity system, trademark clearance, or other specialized creative production unless the applicable Service Agreement or a valid Amendment expressly includes it. If the Client wants such work, Built for Business may offer it under a separate scope and Fee or may require the Client to engage an appropriate third party.
5.8 Standard Included Website Functionality
The Essentials Website is intended to function as a standard informational and lead-generation marketing website. Depending on the needs of the Covered Business and Built for Business’s chosen implementation, standard included functionality may include:
- responsive informational pages and sections;
- ordinary navigation, buttons, links, image galleries, accordions, and similar presentation elements;
- lead-capture and contact forms;
- click-to-call, click-to-email, or click-to-text links;
- maps, directions, hours, service-area information, and contact information;
- standard third-party media, review, map, scheduling, or social embeds;
- a basic connection to supported scheduling or appointment functionality;
- ordinary analytics, tracking, metadata, structured data, and search-related configuration selected by Built for Business;
- standard legal-policy links or pages containing text supplied or approved by the Client or its adviser; and
- other basic front-end functionality that Built for Business reasonably determines can be supported within the standard Essentials Website environment.
An item’s appearance in this list does not guarantee that it will be used for every Website. Built for Business determines which items are appropriate, compatible, and reasonably necessary. Third-party functionality remains subject to the applicable provider’s availability and Platform Terms.
5.9 Excluded Custom and Advanced Functionality
Unless expressly included in a separate signed Service Agreement or Amendment, the Essentials Service does not include:
- e-commerce stores, shopping carts, product-catalog systems, inventory management, order management, or custom checkout flows;
- payment-processing systems or responsibility for collecting, storing, or transmitting payment-card information;
- membership systems, customer portals, employee portals, learning-management systems, gated-content systems, or user-login functionality;
- custom databases, custom server-side applications, custom application programming interfaces, or custom backend development;
- web applications, mobile applications, marketplace functionality, social-network functionality, or software comparable in complexity to a custom SaaS product;
- custom quoting engines, calculators, configurators, dispatch systems, estimating systems, customer dashboards, or other specialized interactive tools;
- advanced or custom integrations with third-party systems, industry-management systems, enterprise-resource-planning systems, payment systems, or unsupported software;
- complex conditional workflows, custom automation architecture, or functionality that materially changes what the Website is capable of doing;
- custom CRM design or development, including the separately offered Signature CRM Services;
- Google Ads management, Meta Ads management, paid-media buying, or advertising media spend;
- email-account hosting, enterprise email administration, telephone-service replacement, or general information-technology support;
- dedicated servers, private cloud environments, source-code escrow, penetration testing, formal compliance certification, or a guaranteed uptime service level; or
- another item that Built for Business reasonably classifies as custom development, advanced functionality, specialized integration, or work outside a standard marketing Website.
Built for Business may decline an excluded request or offer it through a separate Service Agreement, Amendment, change order, referral, or additional Fee. A basic link or standard embed relating to an excluded system does not make the underlying system, its configuration, its fees, or its support part of Essentials.
5.10 Existing Websites, Replacement, and Migration Limitations
If the Client has an existing website, Built for Business may rebuild it, replace it, publish over it, redirect it, connect a new Website to the existing domain, or selectively reuse or omit existing materials as reasonably appropriate for the Essentials implementation. The Client authorizes those actions when it provides the applicable access and directs or permits Built for Business to launch the new Website.
The Essentials Service does not require Built for Business to preserve every existing page, URL, function, integration, form, script, database, email account, analytics history, plugin, theme, design element, search ranking, or third-party configuration. Unless Built for Business expressly agrees otherwise in Writing, the Client is responsible for obtaining any archival copy, export, or independent backup of an existing website and related systems that the Client wishes to preserve before replacement or migration.
Built for Business may create a reasonable snapshot or backup when technically feasible, but such an action is a convenience and does not create archival, migration, restoration, or data-preservation obligations beyond the Agreement. Built for Business is not responsible for an item that cannot reasonably be accessed, exported, reproduced, licensed, or supported in the new environment.
Migration of an existing website does not guarantee preservation of historical search rankings, traffic, analytics continuity, backlinks, third-party integrations, form behavior, cookies, tracking, structured data, or other technical characteristics. Built for Business may implement redirects or migration measures it considers appropriate but does not guarantee how a search engine, browser, user, or third party will respond to a migration.
5.11 Client Domain and DNS Responsibilities
The Client is responsible for acquiring, owning, renewing, securing, and paying for its domain name and domain-registration account. Built for Business may assist with connecting the Managed Website to the Client’s domain and may modify domain-name-system records when the Client supplies appropriate authorization and access.
The Client must:
- keep the domain registration active and paid;
- maintain accurate registrar contact and recovery information;
- protect registrar credentials and administrative access;
- provide timely access or complete requested DNS changes;
- disclose email, verification, security, or other services that depend on existing DNS records; and
- promptly respond to registrar, registry, verification, security, or renewal notices.
Built for Business is not responsible for Website inaccessibility, email interruption, loss of a domain, failed renewal, registrar lock, ownership dispute, DNS propagation delay, incorrect Client-supplied record, unauthorized registrar access, or another domain-related event outside Built for Business’s reasonable control. The Client’s failure to maintain its domain does not excuse Fees when Built for Business otherwise continues providing the purchased Services or keeps the Website environment reasonably available for reconnection.
The Essentials Service does not include email hosting or administration merely because Built for Business connects the Website to a domain. The Client is responsible for maintaining its email provider and notifying Built for Business of DNS records that must be preserved. Built for Business will use reasonable care when making authorized DNS changes but cannot guarantee uninterrupted operation of undisclosed or externally controlled services.
5.12 Portal Access Included with Essentials
During an active Essentials Subscription, the Client will receive access to the then-current standard Portal functionality that Built for Business makes available for Essentials clients. Depending on current availability and configuration, the Portal may include lead-management, forms, messaging, booking, Website Change Requests, account settings, billing, reporting, automation, AI, and client-support functionality.
Portal access is licensed, not sold. The Client receives only a limited, revocable, nonexclusive, nontransferable right to permit its Authorized Users to access the Portal for the Covered Business during the active Subscription Term and in accordance with the Agreement. Portal access does not transfer ownership of the Portal, source code, workflows, templates, automation, software, documentation, or Company Materials.
The standard Portal is not a custom-built CRM and is not required to conform to the Client’s preferred internal process, terminology, reporting format, permissions structure, data model, automation design, or third-party system. A request for bespoke CRM functionality, custom internal workflows, advanced permissions, custom objects, custom dashboards, custom databases, or custom software development may require a Signature CRM Services Agreement or other separate scope.
Portal features may be added, changed, replaced, limited, or removed as provided in Sections 3.9, 4.13, and elsewhere in the Agreement. Built for Business does not promise that every feature shown in a demonstration, trial, screenshot, roadmap, marketing page, or earlier version will remain available or will be included in Essentials.
5.13 Managed Website Hosting
Managed Website hosting is included while the Essentials Subscription remains active. Subject to reasonable use, technical limitations, and Third-Party Service availability, included hosting generally consists of:
- hosting of the primary Managed Website in Built for Business’s supported environment;
- an SSL certificate or comparable standard encrypted-connection functionality;
- ordinary bandwidth and storage appropriate for a typical local-service-business marketing Website;
- ordinary platform, infrastructure, and technical maintenance selected by Built for Business;
- routine monitoring and maintenance practices Built for Business considers appropriate for its environment; and
- ordinary backups maintained primarily for operational recovery and disaster-response purposes.
Included hosting is not unlimited infrastructure. It does not include high-volume file distribution, video streaming, archival storage, mass downloads, unusually large databases, enterprise-scale traffic, dedicated computing resources, high-risk regulated workloads, cryptocurrency activity, general-purpose cloud storage, or use unrelated to the Managed Website. Built for Business may require the Client to remove or relocate excessive content, optimize usage, pay an additional Fee, upgrade to another arrangement, or discontinue unsupported use.
Backups are maintained for operational resilience and are not a substitute for a Client-controlled archive, records-retention system, or legal-hold process. Built for Business does not guarantee that every version, change, file, lead, submission, or data item can be restored, or that backups will be free from corruption, deletion, incompatibility, or the effects of a security event. The Client must independently retain any material it is legally or operationally required to preserve.
Hosting may be temporarily interrupted for maintenance, updates, security response, migration, provider incidents, traffic events, attacks, legal requirements, Client-caused issues, or circumstances outside Built for Business’s reasonable control. No uptime percentage, service credit, response-time service level, recovery-point objective, or recovery-time objective applies unless expressly stated in a signed Service Agreement.
5.14 Website Security and Technical Maintenance
Built for Business may implement and maintain security, access, monitoring, backup, update, and recovery measures it reasonably considers appropriate for the standard hosting environment. Built for Business may install updates, modify configurations, disable a component, block traffic, restrict access, reset credentials, restore a backup, or take other protective action when reasonably necessary to address a vulnerability, attack, abuse, malfunction, legal requirement, or risk to the Services or another person.
No internet-connected system is completely secure or continuously available. Built for Business does not guarantee that the Website, Portal, hosting environment, form, integration, or Third-Party Service will be immune from unauthorized access, malware, denial-of-service activity, data loss, software defect, zero-day vulnerability, or other security incident. More specific security, privacy, breach-response, and data-handling obligations are governed by the applicable provisions of the Agreement and Applicable Law.
Basic technical maintenance does not include repairing damage caused by the Client, another provider, unsupported code, an unauthorized integration, a compromised Client account, a Client-controlled domain or DNS change, or work outside Built for Business’s supported environment. Such remediation may require a separate Fee or Service Agreement.
5.15 Ongoing SEO and AEO Activities
During an active Essentials Subscription, Built for Business will perform ongoing SEO and AEO activities that it reasonably determines are appropriate for the Covered Business. Those activities may include, as Built for Business considers appropriate:
- researching search behavior, service terminology, questions, topics, competitors, and local relevance;
- creating, editing, expanding, consolidating, or reorganizing Website content;
- creating or modifying page titles, descriptions, headings, internal links, URLs, image attributes, schema, structured data, and other metadata;
- creating, revising, combining, redirecting, or removing service, location, question-and-answer, educational, or supporting pages;
- improving crawlability, indexability, content structure, performance, mobile presentation, and technical signals;
- improving the Website’s clarity for users, search engines, artificial-intelligence systems, and answer or recommendation systems;
- assisting with or modifying supported business-profile, directory, citation, or local-search information when access and circumstances permit;
- monitoring selected visibility, indexation, content, technical, or performance indicators;
- adapting methods in response to platform changes, observed performance, new information, or Built for Business’s professional judgment; and
- performing other lawful optimization activities within the standard Essentials scope.
Ongoing SEO and AEO do not require Built for Business to complete a fixed number of hours, pages, articles, links, citations, reports, keywords, technical tasks, or optimizations during each month. The nature and amount of work may vary between billing periods. Built for Business may reasonably devote more effort to research, monitoring, technical work, content, correction, testing, maintenance, or another activity during a particular period.
Paid advertising, advertising media spend, Google Ads management, Meta Ads management, paid placement, sponsored content, purchased traffic, and custom public-relations or link-acquisition campaigns are not included in SEO or AEO unless a separate signed Service Agreement expressly includes them.
5.16 Standing Authorization to Publish In-Scope Content
The Client gives Built for Business continuing authorization to create, edit, modify, remove, and publish all in-scope Website, SEO, and AEO content and technical changes without obtaining the Client’s advance approval for each item. This authorization applies to routine optimizations and to new or revised public-facing content within the Essentials scope, including content describing the Covered Business’s services, service area, qualifications, differentiators, processes, offers, pricing, warranties, guarantees, or other business information when Built for Business reasonably relies on information supplied, previously published, approved, or held out as accurate by the Client.
Built for Business may request advance approval when it considers approval prudent, but doing so on one or more occasions does not create an ongoing approval requirement or modify this standing authorization. Built for Business is not required to delay an otherwise in-scope publication while waiting for the Client unless an affirmative authorization is required by Applicable Law, Platform Terms, the Agreement, or Built for Business’s reasonable compliance judgment.
The Client must review the live Website and promptly notify Built for Business if any content is inaccurate, outdated, unsubstantiated, misleading, unlawful, inconsistent with the Client’s licenses or actual practices, or no longer authorized. The Client must provide accurate replacement information when requesting a factual correction. Built for Business will handle the correction under the applicable Website Change Request or compliance process.
The Client remains responsible for possessing a reasonable basis for business and advertising claims concerning matters within the Client’s knowledge or control. Built for Business may remove or refuse to publish a claim that it reasonably believes may be false, misleading, unsubstantiated, unlawful, infringing, dangerous, or inconsistent with Platform Terms. Standing publication authority does not require Built for Business to publish every Client request or prevent Built for Business from seeking supporting information.
5.17 No General Ranking or Business-Result Promise
Except for the expressly defined 90-Day Guarantee, SEO and AEO are provided on a commercially reasonable efforts basis without a promise of a particular ranking, recommendation, citation, indexation result, impression level, traffic level, lead volume, appointment volume, revenue amount, conversion rate, or return on investment.
Search engines, maps products, directories, browsers, artificial-intelligence providers, answer engines, recommendation systems, and other third parties independently control their crawling, indexing, ranking, display, recommendation, and output processes. Their results may vary by time, user, location, device, account status, history, memory, personalization, prompt wording, data source, model version, experiment, competition, and other factors. Built for Business does not control those systems and cannot prevent them from changing, omitting, mischaracterizing, demoting, or removing information.
The 90-Day Guarantee is a limited contractual remedy governed only by its specific eligibility, measurement, claim, cooperation, exclusion, and refund provisions. It does not convert all SEO or AEO activity into a general performance warranty and does not promise first position, continuous visibility, visibility for every service or city, exclusivity, lead generation, sales, or continuing performance after the applicable measurement.
5.18 Website Change Requests After and Before Launch
The Client may submit eligible Website Change Requests during the active Essentials Subscription, including after the Website becomes Ready for Launch or publicly accessible. The Client is not required to finalize every design or wording preference before launch because eligible later changes remain available under this Section.
Website Change Requests must be submitted through the designated Website-change form in the Portal. A request sent only through WhatsApp, email, SMS, telephone, a meeting, or another channel is not placed in the Website-change queue unless Built for Business records it in the designated Portal workflow and confirms that staff conversion to the Client. For a converted request, the applicable receipt event occurs when that complete Portal record and the required information are available; an earlier informal message alone does not start the request clock.
The Client may have only one active Website Change Request at a time. The Client may submit the next request immediately after Built for Business completes, rejects, closes, or otherwise resolves the active request, including when a change is completed early. There is no fixed waiting period or submission cooldown between resolved requests. The Client may not reserve multiple queue positions, maintain a hidden backlog through another communication channel, or treat a list of changes as one request merely because the list was submitted in one message.
5.19 Meaning of One Eligible Basic Change
An eligible Website Change Request must seek one reasonably identifiable basic change to the Managed Website. An eligible basic change generally involves a discrete modification that can be implemented using ordinary HTML, CSS, content-management functionality, configuration, or very basic JavaScript within Built for Business’s supported Website environment and without creating materially new functionality.
Examples of a potentially eligible basic change include:
- correcting or replacing a discrete block of text;
- replacing one image or ordinary media item;
- changing a button label, destination, telephone number, email address, business hour, or similar item;
- updating one offer, service description, staff item, testimonial, frequently asked question, or comparable content item;
- changing a color, spacing, type treatment, or other limited visual element within the existing design system;
- adding, removing, or revising one ordinary section;
- adding, removing, or revising one basic page when the work fits the existing Website structure and standard functionality;
- changing one standard form field or ordinary form-routing setting;
- adding or replacing one standard embed, map, link, downloadable document, or tracking item; or
- another comparably limited, discrete change that Built for Business reasonably accepts as an eligible basic change.
Eligibility depends on the actual work required, not the number of words used to describe the request. Built for Business may determine that a seemingly short request is not basic because it affects multiple pages, requires research or content creation across numerous items, changes the design system, creates technical risk, depends on unsupported software, or involves materially new functionality.
5.20 Ineligible, Bundled, and Out-of-Scope Change Requests
A Website Change Request is not eligible merely because the Client labels it “one change.” Built for Business may reject, return, separate, reclassify, or propose a separate scope for a request that:
- contains multiple unrelated changes or a checklist of changes;
- requests a full or substantial redesign, rebuild, rebrand, or restructuring of the Website;
- requests multiple new pages, bulk content production, or a new location, business, brand, or primary domain;
- requests e-commerce, payments, memberships, logins, custom databases, advanced integrations, custom automation, custom backend work, a web application, or another excluded function;
- requires custom photography, video, logo, illustration, animation, brand-identity work, legal drafting, regulated professional advice, or another excluded service;
- requires work in a third-party system not included in the Essentials scope;
- requests functionality that presents an unreasonable security, legal, compliance, maintenance, performance, compatibility, or platform risk;
- would infringe another person’s rights or violate Applicable Law, Platform Terms, or the Agreement;
- is technically infeasible or unsupported in Built for Business’s standard environment; or
- is otherwise unreasonable in scope or inconsistent with the nature of a basic marketing Website.
Built for Business may provide a concise explanation when it rejects or returns a request and may suggest that the Client narrow the request, divide eligible portions into sequential requests, enter into an Amendment, purchase another Service, or engage another provider. Built for Business is not obligated to develop or quote an excluded item merely because the Client requested it.
The Client may not divide an excluded larger project into a series of nominally separate requests for the purpose of avoiding an exclusion, additional Fee, or separate agreement. Built for Business may evaluate related sequential requests together and classify them according to their collective purpose and technical effect.
5.21 Two-Business-Day Website-Change Completion Period
Built for Business will complete an accepted, eligible Website Change Request within two Business Days after the complete request and all information, materials, access, decisions, and authorizations needed to implement it are received through the designated Portal workflow. If a submission is already complete and eligible when received, the completion clock runs from that receipt; a later internal acceptance or assignment does not postpone the start.
Within two Business Days after a Portal submission is received, Built for Business will either complete the eligible, complete change or give the Client a specific substantive explanation of what is missing or why the request is incomplete, bundled, ineligible, unsafe, unlawful, outside scope, technically blocked, or dependent on a third party. A generic acknowledgment or statement that the request has not yet been accepted is not a substitute for that explanation and does not extend an otherwise applicable completion deadline. A rejection or request for clarification must identify the material issue and the information, narrower scope, supported alternative, or other next step reasonably needed.
The completion period does not begin while material information, access, decisions, authorizations, payment, or another genuine prerequisite is missing, or while a request requires reasonable scope clarification. Once the Client supplies what is genuinely needed and the request is complete and eligible, the clock begins; the Company may not repeatedly restart it for the same information already supplied. If the clock has already started and a permitted dependency interrupts work, it resumes with the remaining period after that dependency is resolved, subject to the reasonable remobilization time permitted by the Agreement.
If an accepted request encounters an unexpected technical, legal, security, platform, or third-party barrier that could not reasonably have been identified earlier, Built for Business will promptly identify the barrier and needed next step in a substantive update. The completion period is extended only for the actual barrier and reasonable remobilization time. Built for Business may propose a supported alternative, and the Client must provide any decision or cooperation required for it. Routine internal acceptance, assignment, or queue administration alone does not extend the completion commitment.
The two-Business-Day period is a completion commitment for accepted eligible changes, not a limit allowing only one submission every two days. The Business Day and receipt rules in Section 2 apply, including Pacific Time, the exclusion of the receipt date, and the 11:59 p.m. deadline on the final applicable Business Day.
5.22 Meaning of “Unlimited Website Changes”
“Unlimited Website changes” means that the Essentials Subscription does not impose a predetermined numerical lifetime or monthly cap on eligible basic Website Change Requests. It does not mean that requests may be submitted concurrently, that all requested work is included, that staffing or turnaround is instantaneous, that excluded work becomes included, or that the Client receives unlimited custom design, development, strategy, consulting, content production, or technical support.
The one-active-request rule, eligibility requirements, two-Business-Day completion process, scope exclusions, Client responsibilities, supported-environment limitations, and reasonable-use requirements apply to every request. Unused request opportunities do not accrue, roll over, create a monetary credit, or increase the number of active requests allowed.
Built for Business may take reasonable action against abusive or manipulative use of the process, including duplicative submissions, repeated reversals, requests intentionally divided to evade scope, automated or bad-faith submissions, harassment, or use that materially interferes with service operations. Depending on the circumstances, Built for Business may require clarification, consolidate related items, close duplicates, require an additional scope, suspend the request workflow, or exercise another remedy under the Agreement.
5.23 Implementation Method and Effect of Website Changes
Built for Business controls the technical method used to implement an eligible change. The Client may request a business or visual outcome but may not require a particular code structure, library, plugin, provider, framework, prompt, internal tool, or implementation method unless a signed Service Agreement expressly provides otherwise.
A completed change may appear differently across devices, browsers, screen sizes, third-party embeds, cached versions, search results, or external systems. Built for Business will use commercially reasonable efforts to support common modern browsers and devices but does not guarantee identical appearance or operation in every environment, obsolete browser, unusual device, accessibility tool, extension, security configuration, or third-party application.
Built for Business may decline a change that would materially degrade performance, security, maintainability, accessibility, search visibility, platform compatibility, design consistency, or another aspect of the Website. Built for Business may also implement a reasonable alternative that substantially addresses the Client’s stated objective without using the requested method.
5.24 Forms, Lead Capture, and Basic Scheduling Connections
Built for Business may configure standard Website forms and basic scheduling connections to route or record inquiries through supported Portal or Third-Party Service functionality. The Client must provide accurate routing information, maintain access to designated email addresses and accounts, monitor the Portal and other designated destinations, and test its internal follow-up process.
Built for Business does not guarantee that every form submission, message, appointment request, notification, or lead will be successfully transmitted, delivered, received, noticed, retained, or converted. Delivery may be affected by spam filters, carrier filtering, Client settings, depleted Messaging Credits, suspended messaging, third-party outages, invalid contact information, browser behavior, user error, security tools, or other external conditions.
The Client is responsible for promptly following up with leads, maintaining legally required records, and using Lead Data in compliance with Applicable Law. The Website’s lead forms and dynamic connections may depend on the active Essentials Subscription and Portal. Cancellation consequences, exports, retention, buyout conversion, and post-termination form limitations are governed elsewhere in the Agreement.
5.25 Website Accessibility, Privacy, Disclosures, and Regional Compliance
Built for Business may use generally accepted design and development practices and may implement standard accessibility, privacy, cookie, or disclosure elements it considers appropriate or that the Client supplies. However, the Essentials Service does not include a legal opinion, formal accessibility audit, guaranteed compliance certification, jurisdiction-by-jurisdiction regulatory analysis, or continuing legal-monitoring service.
The Client is responsible for determining the specific accessibility, privacy, cookie, tracking, consent, industry, advertising, professional-licensing, consumer-protection, disclosure, recordkeeping, and other legal requirements applicable to the Client and its Website in every jurisdiction where it operates or serves users. The Client must provide any required policies, disclosures, instructions, consent language, accommodation process, or legal guidance that is specific to its business.
Built for Business may implement text or settings supplied by the Client or its legal adviser, subject to technical feasibility and scope. Built for Business may refuse a Client instruction that it reasonably believes would make the Website less secure, less accessible, deceptive, unlawful, or inconsistent with Platform Terms. Nothing in this Section shifts a responsibility that Applicable Law places nonwaivably on Built for Business for its own conduct.
5.26 Suspension or Limitation of Essentials Functionality
Built for Business may suspend or limit the Website, hosting, Portal, forms, messaging, automations, change-request workflow, SEO/AEO activity, or another Essentials function as permitted by the Agreement, including because of nonpayment, depleted Messaging Credits, Client breach, unlawful or abusive use, security risk, domain or account problems, Third-Party Platform action, maintenance, or a legal requirement.
Unless the Agreement expressly states otherwise, a suspension does not transfer the Website, create a right to source code or Portal access, extend a billing period, preserve communications that cannot be received during suspension, or entitle the Client to a refund or credit. Reinstatement may require payment, updated information, a compliant payment method, remediation, re-verification, re-registration, or reasonable technical work.
5.27 Ownership and Cancellation Addressed Elsewhere
The inclusion of Website creation, content, media, hosting, Portal access, SEO, AEO, maintenance, or Website changes in the Essentials Service does not determine ownership of the Website, code, content, AI-Generated Materials, stock media, Portal, Company Materials, Client Materials, domain, or Lead Data. Ownership and license rights are governed by the intellectual-property provisions of the Agreement.
Similarly, this Section does not determine post-cancellation access, data export, retention, Website buyout, HTML export, form conversion, continuing hosting, Messaging Number forfeiture, or other transition consequences. Those matters are governed by the applicable cancellation, data, ownership, and transition provisions.
5.28 Continuing Effect
The provisions of this Section concerning scope limitations, excluded functionality, Client responsibility, publication authorization, claims substantiation, domain responsibility, Third-Party Services, prior approvals, Website Change Request classification, ownership references, and accrued Fees survive suspension, cancellation, nonrenewal, expiration, or termination to the extent necessary to evaluate performance, allocate responsibility, enforce accrued rights, or give effect to the post-termination provisions of the Agreement.
6. FEES, RECURRING BILLING, PAYMENT AUTHORIZATION, MESSAGING CREDITS, AND PAYMENT DEFAULT
6.1 Applicability of This Section
This Section governs the payment mechanics applicable to all Services unless an applicable Service Agreement expressly establishes a different rule for the Service identified in that Service Agreement. It addresses when Fees become due, recurring billing, stored payment methods, authorized Usage Charges, Messaging Credits, payment failures, billing disputes, refunds, adjustments to recurring Fees, and related suspension rights.
The specific Fees applicable to the Client are stated outside these Terms in the applicable Service Agreement, accepted order form, signed Amendment, authorized Portal election, or other Contract Document designated for that purpose. The absence of a specific monetary amount from these Terms does not eliminate a payment obligation that is stated or validly authorized in another Contract Document. Conversely, the presence of a category of Fee in these Terms does not authorize Built for Business to charge that category unless the applicable Service Agreement, a later valid Amendment, or an authorized Client election makes the charge applicable to the Client.
6.2 Client’s General Payment Obligation
The Client must pay all Fees when due, using an accepted payment method, without an unauthorized deduction, withholding, reversal, or setoff. The Client’s payment obligations are independent of whether the Client fully uses the Services, attends an offered meeting, reads a report, responds to Built for Business, activates an optional feature, receives a desired volume of leads, or realizes a particular business result, except when the Agreement expressly makes payment or a refund dependent on a stated condition.
The Client is responsible for Fees incurred by an Authorized Representative acting within actual or reasonably apparent authority and for charges generated by settings, purchases, Usage Charges, or replenishment instructions validly configured through the Client’s account. The Client must promptly restrict or remove a person’s access when that person is no longer authorized. Until Built for Business receives and has a reasonable opportunity to implement written notice of the change, Built for Business may rely on the person’s previously granted authority.
6.3 Initial Fees and Commencement of Work
Unless the applicable Service Agreement states otherwise, any initial setup, onboarding, implementation, reservation, or commencement Fee is due when the Service Agreement is accepted. Built for Business may condition the scheduling, allocation of personnel, onboarding, collection of materials, initial strategy, account configuration, design, development, or other commencement of work on successful payment of the required initial Fee.
Built for Business may begin work after acceptance and successful payment without waiting for the expiration of a contractual cancellation or refund period. The effect of the Three-Day Peace of Mind Guarantee, the nonrefundability of an initial Fee after that period, and any other express refund right are governed by the specific guarantee provisions of the Agreement. No salesperson, contractor, or other representative may expand a refund right through an oral statement or informal message.
6.4 Start of Recurring Essentials Billing
Unless the Essentials Package Agreement expressly states otherwise, recurring billing for the Essentials Subscription begins on the Ready-for-Launch Date. The Ready-for-Launch Date becomes the recurring monthly billing date for the Essentials Subscription, even if actual publication, domain connection, public accessibility, messaging registration, search-engine indexation, Client use, or another launch-related event is delayed by the Client, a Third-Party Service, a missing credential, an unavailable domain, an uncompleted verification, or another circumstance that does not prevent the Service from satisfying the definition of Ready for Launch.
Built for Business will document the Ready-for-Launch Date through an email, Portal notice, project record, launch record, or another written record. A good-faith designation that reasonably satisfies the contractual definition of Ready for Launch controls for billing purposes unless the Client submits a timely billing dispute under this Section and demonstrates a material factual error in the designation.
6.5 Billing Cycles and Anniversary Dates
Unless an applicable Service Agreement states otherwise, a monthly Subscription is billed in advance for successive monthly service periods. Each recurring charge covers the period beginning on the applicable billing date and ending immediately before the next billing date. If a billing date falls on a day that does not occur in a later month, billing may occur on the final calendar day of that month. A payment processor may initiate or settle a charge shortly before or after the nominal billing date because of weekends, holidays, processing schedules, retries, time-zone differences, or network operations; such processing timing does not change the underlying service period.
A delayed charge, failed charge, processor retry, courtesy extension, or temporary continuation of access does not permanently change the Client’s billing date unless Built for Business confirms the change in Writing. Built for Business may consolidate, prorate, or adjust a billing date when reasonably necessary to correct a billing error, align multiple Services, implement an accepted Amendment, or accommodate a Service transition, provided the Client is not charged twice for the same Service and period.
6.6 Month-to-Month Renewal
Unless a Service Agreement expressly establishes a different term, each Subscription continues on a month-to-month basis and automatically renews for successive monthly periods until it is canceled, nonrenewed, or terminated in accordance with the Agreement. Month-to-month renewal does not create a commitment to purchase a fixed number of future months and does not create a right to receive an additional unpaid period.
The Client authorizes Built for Business to collect the recurring Fees applicable to each renewal period unless a valid cancellation or nonrenewal becomes effective before the next renewal charge. Cancellation procedures, the Final Service Date, continued access through a paid billing period, and withdrawal of a cancellation are governed by the cancellation provisions of the Agreement.
6.7 Requirement to Maintain a Valid Payment Method
The Client must maintain at least one current, valid, authorized payment method acceptable to Built for Business for as long as any recurring Service, authorized Usage Charge, wallet auto-replenishment, unpaid balance, or other continuing payment obligation remains active. The Client represents and warrants that it is authorized to use each payment method it provides and that use of the payment method for the authorized charges does not violate an agreement with the issuer, account holder, or payment provider.
The Client must promptly update expired, replaced, compromised, closed, restricted, or otherwise unusable payment information. Updating a payment method does not require an Amendment and does not change the Client’s underlying payment obligations. Built for Business may use account-updater, token-refresh, credential-update, or similar functionality made available by a payment processor or card network to keep an authorized payment method current, to the extent permitted by Applicable Law and the applicable payment-network rules.
6.8 Continuing Authorization for Recurring and Authorized Charges
By accepting a Service Agreement, providing a payment method, selecting an auto-replenishment setting, authorizing a Portal purchase, or otherwise affirmatively authorizing a charge, the Client authorizes Built for Business and its payment processors to initiate and process the following charges, as applicable:
- initial Fees due under the applicable Service Agreement;
- recurring Subscription Fees for each renewal period;
- Usage Charges incurred through the Services;
- Messaging Credit purchases and Client-enabled automatic replenishments;
- taxes, carrier assessments, registration charges, verification charges, pass-through costs, or other amounts the Agreement assigns to the Client; and
- unpaid amounts that remain due following a failed, declined, reversed, or disputed transaction.
This authorization applies to the payment method initially provided and to any replacement or additional payment method the Client later designates. It continues until the applicable Service and authorization have been validly canceled or disabled and all amounts incurred before effectiveness of that cancellation or disabling have been paid. Built for Business may retain and use processor-issued payment tokens and related billing identifiers for these purposes, but this provision does not require Built for Business to retain complete payment-card or bank-account credentials in its own systems.
Where Applicable Law requires a separately identifiable authorization, authentication, disclosure, or copy concerning a recurring electronic transfer, the authorization and related acceptance records may be provided or preserved electronically. Nothing in this Section limits a nonwaivable right concerning a consumer account if such a right applies notwithstanding the Client’s representation that it is entering the Agreement for business and commercial purposes.
6.9 Charges Authorized Through the Portal
An Authorized Representative may use available Portal controls to purchase Messaging Credits, enable or modify automatic replenishment, select an add-on, approve an out-of-scope item, or authorize another charge that the Portal clearly presents as chargeable. Built for Business may treat a completed authenticated election as the Client’s written authorization when the account, access controls, confirmation record, and surrounding circumstances reasonably identify the Client and evidence assent.
The Client is responsible for configuring appropriate account permissions and for reviewing personnel who can access billing functionality. A disagreement between the Client and its employee, contractor, owner, or other Authorized Representative does not invalidate a charge that Built for Business processed in reasonable reliance on an authenticated authorization. This subsection does not permit an Authorized User who lacks billing authority to amend the Agreement merely by accessing the Portal.
6.10 Usage Charges and Metered Services
Usage Charges are incurred according to actual or authorized consumption, routing, registration, verification, carrier activity, or other metered events recorded by Built for Business or the relevant Third-Party Service. Usage Charges may be deducted from Messaging Credits, charged separately, included up to a stated allowance, or handled through another method disclosed in the applicable Service Agreement or Portal.
Usage records generated by Built for Business or the applicable Third-Party Service are presumed accurate for billing purposes absent reasonably specific evidence of a material error. Differences caused by rounding, carrier classification, message segmentation, encoding, destination, message type, registration status, failed delivery, filtering, or third-party measurement do not establish an error merely because the Client expected a different usage result. A message or communication may incur a Usage Charge even if it is not opened, answered, converted, or successfully delivered to its intended recipient when the underlying provider imposes the charge for submission, routing, processing, attempted delivery, receipt, or another metered event.
6.11 Nature and Use of Messaging Credits
Messaging Credits are a contractual mechanism for prepaying eligible communications usage within the Services. They are not money held in trust, a bank deposit, a demand account, a general-purpose stored-value product, an investment, or property that may be withdrawn as cash. Messaging Credits may be used only for eligible usage made available through the Client’s active account and may not be sold, assigned, transferred to another client, pledged, redeemed for cash, or applied to an unrelated obligation unless Built for Business expressly agrees in Writing.
Messaging Credits are consumed according to the rates, classifications, carrier costs, and metering rules displayed or otherwise made available for the applicable functionality at the time of use. The displayed wallet balance may be delayed, estimated, rounded, or adjusted after receipt of final provider records. Built for Business may correct a wallet balance to reflect actual usage, duplicate entries, reversals, processor errors, carrier adjustments, fraud, credits, or other documented discrepancies.
Except to the extent Applicable Law nonwaivably requires otherwise, Messaging Credit purchases are final and nonrefundable. Any unused Messaging Credits remaining on the Final Service Date are automatically forfeited and cease to be available, including when the Client cancels, declines to renew, loses account access, or elects a Website buyout. Suspension of messaging does not convert Messaging Credits into cash or require a refund. The Client should use or appropriately account for any remaining balance before the Final Service Date.
6.12 Optional Automatic Wallet Replenishment
The Portal may permit the Client to enable automatic replenishment of Messaging Credits. When enabled, the Client selects or approves a wallet-balance threshold and a replenishment level or replenishment quantity from the available settings. The Client then authorizes Built for Business and its payment processor to charge the designated payment method whenever the recorded balance reaches or falls below the selected threshold, and to add the corresponding Messaging Credits after a successful charge.
Automatic replenishment is optional unless the applicable Service Agreement expressly requires it. The Client may modify or disable the setting prospectively through the available Portal controls. A modification or disabling may not prevent a transaction that was already initiated, authorized, transmitted to a processor, or required to cover usage incurred before the change became effective. The Client is responsible for monitoring the setting, threshold, replenishment selection, payment method, wallet balance, and resulting charges.
Built for Business does not guarantee that auto-replenishment will prevent interruption. A charge may fail, be delayed, be blocked, or settle after usage has depleted the available balance. Built for Business may also temporarily disable auto-replenishment because of fraud concerns, unusual activity, processor limitations, account review, technical problems, Applicable Law, or a Third-Party Service requirement.
6.13 Effect of an Insufficient Messaging Credit Balance
If the available Messaging Credit balance is insufficient, eligible messaging and related communications functionality may pause automatically and without prior human review. During a pause, incoming or outgoing messages may be rejected, blocked, undelivered, unreceived, unrecorded, unqueued, permanently lost, or unavailable for later recovery. Built for Business has no obligation to advance credits, carry a negative balance, preserve rejected communications, recreate missed messages, or manually monitor the Client’s wallet.
The Client is solely responsible for maintaining an adequate balance, enabling and monitoring any desired auto-replenishment setting, maintaining a valid payment method, and using alternative communications when continuity is important. To the maximum extent permitted by Applicable Law, Built for Business is not responsible for a missed lead, lost communication, delayed response, lost appointment, lost revenue, customer complaint, compliance consequence, or other Loss resulting from an insufficient balance or failed replenishment.
Restoration following replenishment is prospective. Adding Messaging Credits does not cause a carrier, provider, or system to reproduce or redeliver communications that were not accepted, processed, or retained during the pause.
6.14 Taxes, Assessments, and Governmental Charges
The Client is responsible for all sales, use, excise, gross-receipts, communications, telecommunications, carrier, regulatory, utility, value-added, transaction, and similar taxes, levies, surcharges, duties, or governmental assessments imposed on the Client’s purchase, receipt, use, or payment for the Services, other than taxes imposed on Built for Business’s net income, property, payroll, or personnel.
If Built for Business or a payment processor is required or reasonably determines it is appropriate to collect or remit an applicable tax or assessment, Built for Business may add it to the amount charged or invoice it separately. If the Client claims an exemption, the Client must provide valid, current, legally sufficient exemption documentation before the relevant charge. An exemption will apply only prospectively after Built for Business has had a reasonable opportunity to review and implement it. The Client remains responsible for any tax, interest, assessment, or penalty arising from inaccurate exemption information or from a tax obligation that Applicable Law places on the Client.
6.15 Invoices, Receipts, and Billing Records
Built for Business may provide invoices, receipts, charge confirmations, wallet records, notices, and billing statements electronically through email, the Portal, the payment processor, or another designated billing channel. The Client must maintain a current billing email address, monitor the Portal and payment method, and review billing records promptly. Failure to receive, open, or review an invoice or receipt does not postpone a due date when the charge was otherwise authorized and the Services or usage were provided or made available.
Billing descriptions appearing on a financial statement may use the legal entity name, the Built for Business trade name, a payment-processor descriptor, or an abbreviated descriptor. A difference between the statement descriptor and the customer-facing brand does not make an otherwise authorized charge invalid.
Built for Business may correct a clerical, computational, duplicative, omitted, misclassified, or processor-caused billing error. If a correction increases an amount due, Built for Business will provide a reasonably understandable record of the correction before or with collection. If a correction establishes an overpayment, Built for Business may issue a refund, credit, or other adjustment consistent with the Agreement and Applicable Law.
6.16 Use of Payment Processors and Financial Networks
Built for Business may use one or more Third-Party Services to store payment tokens, process charges, perform account updating, detect fraud, issue receipts, manage retries, or administer billing. Payment activity is subject to the processor’s and financial network’s availability, security controls, risk reviews, transaction limits, settlement schedules, reversal rules, and Platform Terms.
Built for Business is not responsible for a delay, decline, hold, duplicate authorization, temporary authorization hold, reversal, issuer decision, network outage, conversion, or other payment event caused by a bank, card issuer, processor, network, or other financial intermediary, except to the extent Applicable Law makes Built for Business responsible for its own conduct. The Client must address account-specific restrictions, issuer blocks, and payment-method disputes with the applicable financial institution while continuing to communicate with Built for Business about any amount that remains due.
6.17 Failed Payments and Retry Authorization
If a charge is declined, returned, reversed, blocked, or otherwise unsuccessful, Built for Business and its payment processor may retry the same authorized charge one or more times, including through automated retry logic, to the extent permitted by the processor, payment network, and Applicable Law. A retry does not create a new Fee, extend the service period, or waive the original due date.
Built for Business may notify the Client of a failed payment by email, Portal notice, processor notice, SMS, WhatsApp, or another available channel, but the Client remains responsible for the payment even if a particular notice is delayed, filtered, sent to outdated contact information, or not reviewed. The Client must promptly update the payment method or otherwise cure the failure through an accepted channel.
If the Client provides or designates a replacement payment method, the Client authorizes Built for Business to use that payment method for the unpaid balance and future authorized charges. Built for Business is not required to continue attempting an unusable payment method indefinitely or to accept a payment method that presents an unreasonable fraud, security, chargeback, or compliance risk.
6.18 Seven-Calendar-Day Payment Grace Period
Unless Built for Business provides a longer period in Writing, the Client has seven calendar days after a recurring payment first becomes due and remains unpaid to cure the payment failure. The grace period is a limited opportunity to cure and is not an extension of the billing cycle, a free service period, a waiver of default, or a permanent change to the billing date.
Built for Business may limit chargeable usage, decline new out-of-scope work, or take reasonable measures to prevent additional unpaid obligations during the grace period. Otherwise, Built for Business may elect to continue Services temporarily while payment is retried or the Client cures the failure. Continuing Services during the grace period does not require Built for Business to continue after the grace period and does not prevent an earlier suspension when fraud, abuse, security risk, unlawful use, repeated payment failure, chargeback activity, or another material breach reasonably requires prompt action.
6.19 Suspension Following Nonpayment
If the Client does not cure an overdue amount within the applicable grace period, Built for Business may suspend or restrict any or all Services, including the Portal, Website, hosting, forms, lead routing, messaging, automations, SEO/AEO activity, Website Change Requests, support, reports, or other functionality. Because the Agreement permits cross-service suspension, a payment default concerning one Service may support suspension of other Services provided to the same Client.
Built for Business may preserve limited account access solely to allow the Client to review the outstanding balance, update a payment method, make payment, retrieve a notice, or complete another cure step. Such limited access does not mean that the suspended Service remains active or that ordinary Portal, Lead Data, messaging, Website-management, or support functionality must remain available.
Suspension does not cancel the Agreement, erase accrued Fees, extend a paid period, obligate Built for Business to retain or recreate missed communications, or create a refund, credit, or damages claim. The Client remains responsible for domain renewal, legal obligations, alternative communications, customer follow-up, data preservation, and business continuity during suspension.
6.20 Reinstatement After Payment Default
Built for Business may condition reinstatement on successful payment of all past-due amounts, confirmation of a valid payment method, resolution of chargebacks or processor restrictions, completion of required verification, restoration of Messaging Credits, and remediation of the circumstances that caused suspension. Reinstatement may require reasonable technical, security, registration, configuration, or remobilization work and may not be immediate.
Built for Business does not guarantee that a suspended Messaging Number, registration, campaign, integration, domain configuration, third-party connection, ranking position, data item, message, lead, or feature can be restored to its prior state. Reinstatement is prospective and does not create liability for conditions arising during suspension. If Built for Business has terminated the applicable Service rather than merely suspended it, payment of an overdue amount does not automatically reinstate the Service or require Built for Business to enter into a new agreement.
6.21 Billing Questions and Thirty-Day Dispute Period
The Client must notify Built for Business in Writing of a billing dispute within thirty calendar days after the earlier of: (a) the date the disputed charge was processed; or (b) the date the disputed invoice, receipt, wallet record, or other billing record was first made available to the Client. The notice must identify the disputed transaction, the amount disputed, the date, the reason for the dispute, and the supporting facts or records reasonably available to the Client.
Built for Business will review a timely, reasonably specific billing dispute in good faith and may request additional information. The Client must cooperate with the review and must pay all undisputed amounts when due. Submitting a dispute does not automatically suspend the applicable charge, stop a processor transaction, extend a renewal deadline, cancel a Service, or waive another obligation.
To the maximum extent permitted by Applicable Law, a charge not disputed within this thirty-day period is deemed accepted for purposes of the parties’ contractual account reconciliation and may not later be disputed under the Agreement. This contractual deadline does not eliminate a nonwaivable right that Applicable Law grants the Client or an individual account holder, but it does not enlarge or extend any statutory, issuer, network, or processor deadline.
6.22 Chargebacks, Payment Reversals, and Unauthorized Disputes
A chargeback, payment reversal, stop-payment instruction, or issuer dispute does not itself cancel a Service, constitute a valid notice of cancellation, resolve a billing dispute, or eliminate the underlying payment obligation. Before initiating a chargeback concerning an asserted billing error, the Client should use the billing-dispute procedure in this Section so Built for Business has a reasonable opportunity to investigate and correct the issue. Nothing in this subsection prohibits the exercise of a nonwaivable right under Applicable Law or applicable financial-network rules.
If the Client initiates or maintains a chargeback or reversal for a charge that was validly authorized and is properly due, Built for Business may treat the unpaid amount as a payment default, suspend Services, contest the chargeback, provide the Agreement and relevant records to the processor or financial institution, and recover the amount and lawful costs associated with the reversal. The Client authorizes Built for Business to disclose reasonably necessary transaction, acceptance, service, usage, communication, and account records for that purpose, subject to Applicable Law.
If a chargeback is resolved in Built for Business’s favor but the parties separately agree that a refund is appropriate, Built for Business may process the refund separately. A temporary issuer credit, processor status, or pending chargeback outcome is not a refund issued by Built for Business and does not determine the parties’ contractual rights.
6.23 No Deduction, Withholding, or Setoff
Except where Applicable Law nonwaivably requires otherwise, the Client may not deduct, withhold, offset, recoup, or delay an amount due because of an unrelated claim, anticipated credit, dissatisfaction, unsubmitted expense, third-party dispute, or alleged amount owed by Built for Business. The Client must pay undisputed amounts when due while the parties address any separate dispute under the Agreement.
An approved credit applies only as Built for Business specifies and has no cash value unless the written approval expressly states that a cash refund will be issued. A credit may not be transferred to another entity, account, Service, or billing period unless Built for Business agrees in Writing.
6.24 Refunds, Credits, and Proration
Fees are nonrefundable except to the extent an express provision of the Agreement, a written approval from Built for Business, or Applicable Law requires a refund. The Agreement’s express refund rights—including the Three-Day Peace of Mind Guarantee and the qualified 90-Day Guarantee—are exclusive contractual exceptions and must be exercised in accordance with their stated eligibility, timing, notice, verification, and cancellation requirements.
Unless the Agreement expressly states otherwise:
- cancellation does not retroactively refund a completed or partially used billing period;
- no prorated refund or credit is issued for unused days remaining in a paid billing cycle;
- nonuse, failure to attend a meeting, failure to review work, or failure to use a feature does not create a refund;
- suspension caused by the Client, nonpayment, depleted Messaging Credits, compliance concerns, or another permitted basis does not create a refund;
- Messaging Credits, Usage Charges, carrier charges, registration charges, verification charges, taxes, and third-party pass-through costs are not refundable except as expressly stated or legally required; and
- a courtesy credit or refund on one occasion does not establish a course of dealing or obligation to provide another.
The Final Service Date remains the end of the then-current paid billing cycle when the cancellation provisions so provide, even if the Client stops using the Services earlier. Continued availability through the Final Service Date is the Client’s contractual benefit for that paid period and does not create a proration right.
6.25 Processing an Approved Refund
When Built for Business determines that a refund is valid and due under an express guarantee or other provision of the Agreement, Built for Business will initiate the approved refund within seven Business Days after completing any contractually permitted review and receiving information reasonably necessary to process it. Initiation means that Built for Business has submitted the refund instruction to its payment processor or otherwise taken the applicable payment step; it does not mean the funds must appear in the recipient’s account within that period.
The processor, card network, bank, or other financial institution controls posting and settlement after initiation. The Client acknowledges that additional processing time may apply and that Built for Business does not control that period. Unless Applicable Law or the applicable written approval requires another method, a refund may be returned to the original payment method. If that method is unavailable, Built for Business may require identity, authority, tax, banking, or other reasonable verification before using an alternative method.
Built for Business may deduct or exclude amounts that the applicable refund provision expressly excludes, including nonrefundable Messaging Credits, Usage Charges, third-party pass-through costs, taxes already remitted and not recoverable, or amounts attributable to a different Service. Built for Business will not withhold an amount that the controlling guarantee expressly requires it to refund.
6.26 Prospective Changes to Recurring Fees
Built for Business may change a recurring Subscription Fee prospectively by providing the Client at least thirty calendar days’ written notice before the change becomes effective. The notice may be delivered to the Client’s then-current billing or primary email address and may also be displayed in the Portal. The notice will identify the affected Service, the revised recurring Fee or a reasonably accessible place where it is displayed, and the intended effective date.
A recurring-Fee increase will apply only to a renewal period beginning on or after the stated effective date. The Client may avoid the revised recurring Fee by submitting a valid cancellation before the first renewal to which the change would apply. Continuing the affected Subscription into a renewal period beginning on or after the effective date, without a timely cancellation, constitutes acceptance of the revised recurring Fee to the extent permitted by Applicable Law.
A reduction, temporary waiver, promotional credit, or other change favorable to the Client may take effect sooner and does not require advance notice unless a Contract Document expressly provides otherwise. A change applicable only to a new Service, optional add-on, requested expansion, new location, new brand, new domain, or other newly accepted scope may take effect upon the Client’s acceptance and is not a change to an existing recurring Fee merely because it increases the Client’s total payment.
6.27 Changes to Usage Rates and Third-Party Pass-Through Costs
Usage rates and pass-through costs may change more frequently than recurring Subscription Fees because carriers, communications providers, registration systems, verification providers, payment processors, infrastructure providers, governmental bodies, and other Third-Party Services may change their charges, classifications, taxes, surcharges, or requirements. Built for Business may update a Usage Charge or pass-through rate prospectively when the updated rate is displayed in the Portal or otherwise made reasonably available before the affected usage occurs.
The thirty-day notice period for a recurring Subscription Fee does not apply to a genuinely usage-based or pass-through adjustment unless the applicable Service Agreement expressly says it does. Built for Business will not intentionally apply an increased usage rate retroactively to usage completed before the revised rate became effective, except to correct a previously estimated amount, incorporate a later third-party record, collect an applicable tax or assessment, or remedy an evident billing error.
The Client is responsible for reviewing then-current usage information before initiating or continuing material communications activity. If the Client does not accept an updated usage rate, its remedy is to stop using the affected metered function and, if desired, disable any related auto-replenishment before additional usage occurs. Discontinuing the metered function does not by itself cancel an underlying Subscription.
6.28 Collection and Enforcement Costs
Built for Business does not impose a separate contractual late fee under this Section. However, if an amount remains unpaid after the applicable cure period, the Client is responsible, to the extent permitted by Applicable Law, for reasonable third-party collection costs, returned-payment costs actually imposed on Built for Business, and other reasonable enforcement costs caused by the uncured payment default. Any attorneys’ fees or arbitration costs are governed by the dispute-resolution and fee-allocation provisions of the Agreement rather than enlarged by this subsection.
Built for Business may refer an unpaid account to a collection provider, legal representative, payment processor, insurer, or other service provider and may disclose information reasonably necessary for lawful collection and enforcement. Built for Business will not knowingly disclose more Personal Information than reasonably necessary for that purpose.
6.29 Revoking Payment Authorization Is Not Cancellation
Revoking an automatic-payment authorization, removing a payment method, disabling a card, directing a bank to stop payment, disputing a charge, or disabling automatic wallet replenishment does not constitute cancellation of a Subscription or termination of the Agreement. The Client must use the cancellation procedure specified in the Agreement to stop future renewal of a Service.
A valid cancellation stops future renewal billing as provided in the cancellation provisions, but it does not reverse a charge properly incurred before the cancellation became effective, eliminate Usage Charges already incurred, refund a current paid period, or prevent collection of another accrued amount. Built for Business will not intentionally initiate a new renewal charge after a valid cancellation has become effective, subject to reasonable processing time and correction of an in-flight transaction.
6.30 Continuing Effect
The provisions of this Section concerning accrued Fees, payment authorization for previously incurred amounts, billing records, taxes, Messaging Credit treatment, billing disputes, chargebacks, refunds, collection, correction of errors, and enforcement survive suspension, cancellation, nonrenewal, expiration, or termination to the extent necessary to settle the parties’ account and enforce rights or obligations that arose before the Final Service Date.
7. THREE-DAY PEACE OF MIND GUARANTEE AND 90-DAY VISIBILITY GUARANTEE
7.1 Purpose and Exclusive Source of Contractual Guarantees
This Section states the complete contractual terms of the Three-Day Peace of Mind Guarantee and the 90-Day Visibility Guarantee offered in connection with an eligible Essentials Package Agreement. These are limited, conditional guarantees. They are not general promises of satisfaction, profitability, lead volume, revenue, customer acquisition, permanent ranking, continuous placement, exclusivity, or any result other than the specific refund rights expressly described below.
No marketing statement, sales discussion, demonstration, proposal, forecast, estimate, case study, testimonial, search result, AI-generated answer, or informal communication enlarges either guarantee. A different or additional guarantee is binding only if it appears in a formal written or electronic Amendment accepted by authorized representatives of both parties in accordance with Section 3.8.
The applicable Essentials Package Agreement may summarize these guarantees in a shorter, more client-friendly format. That summary must be read together with this Section. If the summary and this Section cannot reasonably be reconciled, the order-of-precedence rules in Section 3 control.
7.2 Three-Day Peace of Mind Guarantee
An eligible Client may cancel a newly accepted Essentials Package Agreement for any reason under the Three-Day Peace of Mind Guarantee by delivering a clear written cancellation request through a cancellation channel authorized by the Essentials Package Agreement before 11:59 p.m. Pacific Time on the third calendar day after the date the Essentials Package Agreement is accepted.
The acceptance date is not counted. The following calendar day is day one, even if it is a Saturday, Sunday, or holiday. Because this period is measured in calendar days, the deadline does not move merely because the third day is not a Business Day. If the Essentials Package Agreement identifies a later date on which the Client first made the required initial payment, the guarantee period will begin from that later payment date unless the Service Agreement expressly states otherwise.
The request need not identify a reason, but it must reasonably identify the Client, the applicable Essentials Package Agreement, and the Client’s unequivocal decision to cancel under the Three-Day Peace of Mind Guarantee. A question, expression of concern, scheduling request, payment-method removal, chargeback, stop-payment instruction, or statement that the Client may cancel later is not an exercise of the guarantee.
7.3 Effect of a Timely Peace of Mind Cancellation
Upon receipt of a valid and timely request under Section 7.2:
- the applicable Essentials Package Agreement will be canceled;
- Built for Business will stop further work within a reasonable time;
- the Client will receive a full refund of Fees actually paid to Built for Business under that newly accepted Essentials Package Agreement, excluding an amount that Applicable Law requires to be handled differently;
- neither party will owe future recurring Fees under that canceled Essentials Package Agreement; and
- the Client will not acquire ownership of or a right to receive incomplete work, drafts, Website files, copy, media, configurations, accounts, Company Materials, registrations, or other materials created or obtained before cancellation unless Built for Business expressly agrees otherwise in Writing.
The approved refund will be initiated in accordance with Section 6.25. Third-party posting and settlement time remains outside Built for Business’s control.
7.4 Work May Begin During the Peace of Mind Period
The Client authorizes Built for Business to begin onboarding, planning, research, content preparation, design, configuration, development, account setup, and other work immediately after acceptance and successful payment. Built for Business is not required to delay work until the Three-Day Peace of Mind Guarantee expires.
A timely exercise of the guarantee remains effective even if Built for Business has begun work. After the guarantee deadline expires, the initial setup or implementation Fee is nonrefundable once work has begun except to the extent the 90-Day Visibility Guarantee, another express provision of the Agreement, a written refund approval, or Applicable Law requires otherwise.
The Three-Day Peace of Mind Guarantee applies only to the newly accepted Essentials Package Agreement. It does not automatically cancel or refund a separate advertising-management agreement, Signature CRM agreement, earlier Service Agreement, Usage Charge, advertising spend, or other independent transaction unless the applicable Contract Document expressly includes it.
7.5 Nature of the 90-Day Visibility Guarantee
The 90-Day Visibility Guarantee is satisfied only when, under the testing protocol in this Section, the Covered Business qualifies in both of the following channels at or near the end of the applicable ninety-day measurement period:
- Google: the Covered Business appears within the top ten qualifying traditional organic Google results or within the top ten qualifying Google Maps business results for the Guaranteed Query; and
- ChatGPT: the Covered Business is expressly identified among the first ten businesses recommended by ChatGPT in response to the Guaranteed Prompt.
Both requirements must be satisfied. Satisfaction of only the Google requirement, only the ChatGPT requirement, a different query or prompt, a different city, or a different service does not satisfy the guarantee. Conversely, when both requirements are satisfied in accordance with this Section, the guarantee has been fulfilled even if the Client would have preferred a higher position, a different wording, a different page, a larger response, more traffic, more leads, or greater business results.
This is a limited visibility guarantee, not a promise that any placement will be permanent or identical for every user. Search results and artificial-intelligence-generated recommendations are dynamic and may vary across time, location, device, language, model, account, interface, and other conditions outside Built for Business’s control.
7.6 One Covered Business, Guaranteed City, and Qualifying Main Service
The 90-Day Visibility Guarantee applies only to the one Covered Business, one Guaranteed City, and exactly one Qualifying Main Service expressly identified in the signed Essentials Package Agreement. The guarantee does not apply separately to every service the Client offers, every city the Client serves, every business location, every brand, every domain, every search variation, or every way a person might describe the Client’s industry.
The Qualifying Main Service must remain a legitimate principal service of the Covered Business throughout the measurement period. The Covered Business must remain lawfully able, properly licensed where required, operationally prepared, and genuinely willing to provide that service to customers in the Guaranteed City.
A change to the Covered Business, Guaranteed City, or Qualifying Main Service requires a formal Amendment accepted by Built for Business. The Amendment may restart, extend, modify, or remove the 90-Day Visibility Guarantee as reasonably necessary to account for the changed objective. A unilateral change by the Client does not require Built for Business to achieve a new result within the original measurement period.
7.7 Guaranteed Query and Guaranteed Prompt
For purposes of the 90-Day Visibility Guarantee:
“Guaranteed Query” means the search query formed substantially as follows:
[Qualifying Main Service] in [Guaranteed City], [State]
“Guaranteed Prompt” means the ChatGPT prompt formed substantially as follows:
What are the best [Qualifying Main Service] companies in [Guaranteed City], [State]?
The bracketed information will be replaced with the exact Qualifying Main Service, Guaranteed City, and state identified in the Essentials Package Agreement. Built for Business may make a grammatically necessary singular, plural, article, punctuation, capitalization, or business-category adjustment that does not materially change the commercial intent of the query or prompt. For example, a service phrase may be adjusted from a service noun to the ordinary plural name for companies providing that service when necessary to make the prompt read naturally.
The guarantee does not require success for “near me,” an entire county, a metropolitan area, an unincorporated area, a neighboring city, an additional service, a superlative variation, a long-form prompt, a voice query, a personalized prompt, or any other query or prompt not expressly covered above.
7.8 Measurement Period and Guarantee Test Window
The ninety-day measurement period begins on the Ready-for-Launch Date. The Ready-for-Launch Date itself is day zero, the following calendar day is day one, and the ninetieth calendar day after the Ready-for-Launch Date is “Day 90.”
The “Guarantee Test Window” consists of calendar days eighty-eight, eighty-nine, and ninety of the measurement period. A channel requirement is satisfied if at least one properly conducted and documented test during the Guarantee Test Window establishes the required Google or ChatGPT appearance. The Google and ChatGPT appearances need not occur at the identical minute or on the same day, but each must occur during the Guarantee Test Window under its applicable protocol.
An appearance materially earlier in the engagement does not by itself satisfy the guarantee if the Covered Business does not also qualify during the Guarantee Test Window. An appearance after Day 90 does not retroactively establish timely performance, although later tests may be considered when investigating a disputed or technically inconclusive result.
Built for Business may test more than once during the Guarantee Test Window to account for ordinary volatility. The fact that one compliant test produces a different result from another does not invalidate a qualifying test that can be reasonably authenticated.
7.9 Extensions and Pauses of the Measurement Period
Built for Business’s ninety-day performance period will be extended on a day-for-day basis for a period during which a circumstance attributable to the Client materially interferes with performance or reliable measurement, including:
- failure to provide required access, credentials, content, approvals, verification information, business information, or cooperation within the required time;
- expiration, disconnection, misconfiguration, transfer, or suspension of the Client’s domain, business profile, account, license, or other Client-controlled dependency;
- removal, reversal, or material alteration of Built for Business’s work by the Client or another provider;
- a payment default, Client-requested pause, permitted suspension, or inability to perform because of the Client’s breach;
- a material change to the Client’s business name, address, location, primary domain, main service, category, ownership presentation, or public business information; or
- another Client act or omission that materially prevents Built for Business from performing the agreed SEO or AEO activities.
Built for Business may also reasonably extend the measurement period when a widespread platform outage, search-indexing failure, AI-service unavailability, governmental action, cyber incident, or material Third-Party Service disruption prevents meaningful performance or reliable testing for a sustained period. Ordinary ranking movement, competition, or algorithmic volatility alone does not automatically extend the period.
Built for Business will document a material extension by email, Portal notice, project record, or another written record that identifies the general reason and the adjusted Day 90 or method of calculation. Built for Business need not disclose confidential security information, provider credentials, or proprietary methods in that notice.
7.10 Google Testing Protocol
Google performance will be tested using a clean browser session that is signed out of Google accounts and configured to minimize account-history personalization. Built for Business may use a private or incognito session, disable search customization where reasonably available, clear or isolate relevant browser state, and use an ordinary current desktop browser.
The test will use the Guaranteed Query in English through a generally available United States Google Search interface. The search location will be set to or reasonably associated with the Guaranteed City when Google provides a reliable location control. If an exact city setting is not technically available, Built for Business may use a neutral United States test environment while keeping the Guaranteed City and state in the query. The testing record should identify the query, date, approximate time, and material location setting or indicator when reasonably available.
The following rules apply when determining whether the Covered Business is within the top ten:
- paid advertisements, Local Services Ads, sponsored placements, and other paid results do not count;
- AI-generated summaries or AI Overview mentions do not count as traditional organic or Google Maps results;
- a qualifying traditional organic result must appear among the first ten nonsponsored organic web results and must directly identify the Covered Business, the Managed Website, or a business-controlled page reasonably attributable to the Covered Business;
- a qualifying Google Maps result must appear among the first ten nonsponsored business listings displayed in the local map results or reasonably accessible expanded Maps list for the Guaranteed Query;
- a result for an unrelated company with a similar name does not count;
- a directory page, article, or aggregator that merely contains the Client’s name somewhere within the destination page does not count unless the visible Google result itself reasonably identifies the Covered Business as the result being presented; and
- result position is determined by the order displayed in the tested interface, excluding clearly labeled paid placements.
Built for Business does not represent that these testing controls eliminate every localized or technical variation. They establish a consistent contractual method for deciding the guarantee rather than promising that every person will see the same result.
7.11 ChatGPT Testing Protocol
ChatGPT performance will be tested through a generally available United States consumer ChatGPT interface using a new, unpersonalized Temporary Chat when that option is reasonably available. The test will not include earlier conversation text, a Client-specific custom instruction, a saved memory, a custom GPT, an uploaded file, a connected private data source, or a plugin intended to influence the recommendation. If the product’s terminology or controls change, Built for Business may use the closest then-available method reasonably designed to create a fresh, unpersonalized conversation.
The test will submit the Guaranteed Prompt in English without follow-up coaching, leading context, or prior statements about the Covered Business. Unless the Essentials Package Agreement states otherwise, the standard generally available default consumer model and interface at the time of testing will be used. Built for Business is not required to test every available model, plan, interface, experimental feature, region, or response mode.
The ChatGPT requirement is satisfied when the response expressly identifies the Covered Business as a recommended company and one of the following is true:
- the response uses an ordered or ranked list and the Covered Business appears within the first ten businesses listed;
- the response uses an unordered recommendation list containing ten or fewer businesses and includes the Covered Business; or
- the response recommends fewer than ten businesses in prose and clearly includes the Covered Business as one of those recommendations.
A mere source citation, passing reference, comparison, disclaimer, search snippet, or statement that the business exists does not count unless the response reasonably presents the Covered Business as a recommended option. A recommendation of an unrelated business with a similar name does not count.
ChatGPT outputs may vary between runs even under similar conditions. A properly authenticated qualifying response during the Guarantee Test Window satisfies the ChatGPT requirement even if another compliant run produces a different list. Built for Business is not affiliated with and does not control ChatGPT or its provider.
7.12 Testing Records and Conflicting Results
Built for Business may preserve screenshots, screen recordings, exported responses, timestamps, browser-state information, query or prompt text, location indicators, internal test logs, or other reasonable evidence of guarantee testing. The Client may submit its own evidence, but the evidence must reasonably show that the applicable protocol was followed and must identify the date, query or prompt, relevant settings, and complete result context.
A cropped image, edited response, unverifiable recording, personalized session, prior conversation, custom instruction, different query, different prompt, different city, different service, paid result, or test conducted outside the Guarantee Test Window is not controlling evidence. Built for Business may request the complete uncropped record or other information reasonably necessary to authenticate a submitted test.
When the parties’ records conflict, Built for Business will review the available evidence in good faith against the objective protocol in this Section. Built for Business may conduct reasonable confirmatory testing during the claim review, but a later result will not be treated as conclusive proof of what appeared during the Guarantee Test Window. Contemporaneous, authenticated evidence from the Guarantee Test Window carries greater weight.
7.13 Client Eligibility Requirements for the 90-Day Guarantee
The Client remains eligible for the 90-Day Visibility Guarantee only if, throughout the applicable measurement period, the Client materially complies with the following requirements:
- pays all Fees when due or cures a failed payment within the applicable grace period;
- provides requested content, information, access, credentials, approvals, and verification materials within three Business Days or another written deadline reasonably stated for the item;
- maintains an active, correctly configured primary domain and reasonably available Managed Website;
- maintains accurate and consistent business name, address, telephone, service, category, hours, licensing, and location information;
- maintains and completes reasonably required search-engine, business-profile, directory, communications, domain, or account verification;
- provides Built for Business with the access reasonably necessary to perform the Services;
- does not direct another provider to make conflicting SEO, AEO, Website, domain, schema, content, listing, or business-profile changes without prior coordination;
- does not remove, conceal, materially rewrite, reverse, block, deindex, or interfere with work reasonably used to pursue the guarantee;
- remains lawfully authorized and operationally prepared to offer the Qualifying Main Service in the Guaranteed City;
- does not use false reviews, false locations, misleading business information, impersonation, prohibited content, spam, or another practice that violates Applicable Law or Platform Terms; and
- provides prompt written notice of a material business, address, service, licensing, domain, or account change.
An immaterial or promptly cured issue that did not interfere with performance or measurement will not automatically eliminate the guarantee. Built for Business may deny or adjust the guarantee when the Client’s uncured breach, misrepresentation, interference, or noncooperation materially caused or contributed to the failure, prevented reliable testing, or deprived Built for Business of a substantial portion of the agreed performance period.
7.14 Circumstances That Do Not Establish a Guarantee Failure
The 90-Day Visibility Guarantee is not breached merely because:
- the Covered Business moves between qualifying positions within the top ten;
- different users, devices, models, browsers, locations, languages, or sessions display different results;
- a qualifying appearance later changes or disappears;
- the Website is not first, the Maps listing is not in the three-result local pack, or the ChatGPT response does not rank the Covered Business first;
- the Client does not receive a desired number of impressions, clicks, calls, forms, appointments, leads, sales, or revenue;
- a channel displays fewer than ten total results or recommendations, provided the testing rules can still be reasonably applied;
- a third party changes its interface, labeling, model, display format, or result grouping without eliminating the ability to apply a commercially reasonable equivalent of the protocol; or
- the Client tests a query, prompt, city, service, session, or environment that is not covered by the guarantee.
If a platform change makes the stated protocol technically impossible to perform, Built for Business may use the closest commercially reasonable successor method that preserves the original commercial purpose: testing whether the Covered Business is prominently returned or recommended for the one Qualifying Main Service in the one Guaranteed City. Built for Business will document the material change and method used.
7.15 Exclusive Claim Method and Designated Guarantee Email
To exercise the 90-Day Visibility Guarantee, the Client must send a written claim by email to the guarantee-claim email address expressly identified in the applicable Essentials Package Agreement or in a later written notice from Built for Business (the “Designated Guarantee Email”). A Portal message, Website Change Request, WhatsApp message, SMS, iMessage, telephone call, meeting statement, payment dispute, chargeback, or message sent to another address does not constitute a guarantee claim.
The email must:
- identify the Client’s legal name and Covered Business;
- identify the Guaranteed City and Qualifying Main Service;
- state that the Client is exercising the 90-Day Visibility Guarantee;
- state which of the Google or ChatGPT requirements the Client believes was not satisfied;
- include any supporting evidence the Client wishes Built for Business to consider; and
- be sent by an Authorized Signer or another Authorized Representative with actual authority to cancel the Essentials Service and request the refund.
A claim is received when it reaches the Designated Guarantee Email in a form reasonably capable of being opened and reviewed. A bounced, rejected, misaddressed, quarantined, or undelivered email is not received. Built for Business may request reasonable identity or authority verification before acting on a claim.
7.16 Seven-Calendar-Day Guarantee Claim Window
The Client may submit a 90-Day Visibility Guarantee claim only after Day 90 has fully elapsed and before 11:59 p.m. Pacific Time on the seventh calendar day after Day 90. This seven-calendar-day period is the “Guarantee Claim Window.”
Because the Guarantee Claim Window is measured in calendar days, Saturdays, Sundays, and holidays are included, and the deadline does not move merely because the final day is not a Business Day. A claim submitted before Day 90 has fully elapsed is premature and does not require a refund determination. Built for Business may invite the Client to resubmit a premature claim during the proper window but is not required to treat the premature message as a later claim.
A claim received after the Guarantee Claim Window is untimely and the refund right expires, except to the extent Applicable Law nonwaivably requires otherwise. Built for Business has no obligation to remind the Client that the window is approaching or to invite a claim.
7.17 Review of a Timely Claim
Built for Business may take up to ten Business Days after receiving a complete, timely claim and any reasonably requested verification to investigate and determine eligibility. The review may include examination of testing records, project history, payment history, Client cooperation, platform conditions, account status, Website availability, domain status, business-profile status, Client changes, third-party interference, and other facts relevant to the guarantee.
The review period pauses while Built for Business is waiting for information or verification reasonably requested from the Client. The Client must provide the requested item within three Business Days unless Built for Business approves a longer period. Failure to cooperate may result in a decision based on the available records or denial when the missing information prevents reasonable verification.
Built for Business will provide a written approval or denial with a concise explanation. A denial will identify the principal contractual basis, such as documented satisfaction of both channel requirements, an untimely claim, an ineligible query or prompt, a material Client-caused interference, or an inability to authenticate the submitted evidence.
7.18 Guarantee Claim Also Cancels the Essentials Service
Submitting a 90-Day Visibility Guarantee claim is also the Client’s written election to cancel the affected Essentials Service. The claim stops future renewal of that Essentials Service in accordance with the cancellation provisions of the Agreement. The Client may not obtain the Guarantee Refund while requiring Built for Business to continue the same Essentials Subscription.
Built for Business may suspend further discretionary work, Website Change Requests, SEO/AEO activity, messaging, or other functionality while a claim is under review when reasonably necessary to preserve records, prevent additional charges, avoid new reliance, or prepare for transition. A valid claim does not require Built for Business to process another renewal charge while the refund determination is pending. Any renewal charge inadvertently processed after a valid claim became effective will be voided, refunded, or credited as appropriate.
If the claim is denied, the cancellation election remains effective unless it is validly withdrawn under the cancellation-withdrawal provisions of the Agreement before the applicable Final Service Date and Built for Business confirms continued service. A denied guarantee claim does not automatically reinstate a canceled renewal or obligate Built for Business to extend an expired paid period.
7.19 Scope of an Approved Guarantee Refund
If Built for Business approves a 90-Day Visibility Guarantee claim, the “Guarantee Refund” consists of:
- the initial setup or implementation Fee actually paid under the affected Essentials Package Agreement; and
- the recurring Essentials Subscription Fees actually paid for service periods beginning on or before Day 90.
This definition is intended to refund the core Essentials Fees paid for the guaranteed engagement period. The Guarantee Refund does not include:
- Messaging Credit purchases or unused Messaging Credits;
- Usage Charges, carrier charges, registration charges, verification charges, communications charges, or other metered amounts;
- taxes, assessments, or governmental charges that have been remitted and are not recoverable;
- third-party pass-through costs;
- advertising media spend or amounts paid directly to a Third-Party Platform;
- Fees paid under a Google Ads Management Agreement, Meta Ads Management Agreement, Signature CRM Services Agreement, or another separate Service Agreement;
- a charge previously refunded, credited, reversed, charged back, or not successfully collected; or
- consequential losses, lost profits, replacement-service costs, internal costs, or other damages.
The approved Guarantee Refund will be initiated in accordance with Section 6.25. The refund amount will be calculated from Built for Business’s payment records, subject to correction of a reasonably demonstrated billing error.
7.20 Effect of an Approved Guarantee Refund on Access and Transition
Approval of the Guarantee Refund terminates the affected Essentials Service on the date stated in Built for Business’s approval notice, which may be immediate. The Client’s access to the Portal, Website-management functionality, lead-management functionality, messaging, automations, support, Website Change Requests, ongoing SEO/AEO, and other recurring Essentials features will end in accordance with the cancellation, data, ownership, and transition provisions of the Agreement.
The Guarantee Refund does not transfer ownership of the Website, Company Materials, copy, AI-Generated Materials, Portal, Messaging Number, accounts, automations, or other property. The Client may still exercise an available Website-buyout or export election within the applicable election period and subject to the separate conditions and Fee stated in the relevant Contract Document. An approved Guarantee Refund does not include or waive that separate Fee.
Lead Data export, active data availability, backup retention, Messaging Number forfeiture, form conversion, continued hosting, Website transfer, and post-termination restrictions remain governed by the applicable provisions of the Agreement.
7.21 Fraud, Manipulation, and Material Misrepresentation
The guarantees do not apply to a claim supported by fabricated, altered, selectively edited, impersonated, or knowingly misleading evidence. Built for Business may deny a claim if the Client intentionally manipulates location, personalization, prompt context, account settings, Website availability, business information, platform access, or another testing condition for the purpose of manufacturing a failure.
Built for Business may also deny a guarantee claim based on a material misrepresentation concerning the Client’s business, location, service, license, authority, domain, account ownership, payment, prior provider activity, or compliance status when the misrepresentation affected onboarding, performance, testing, or eligibility. Denial under this subsection does not limit another contractual or legal remedy for fraud, abuse, or breach.
7.22 No Permanent Placement or Third-Party Control
Built for Business does not own, operate, or control Google, Google Maps, ChatGPT, their ranking or recommendation systems, their interfaces, their policies, their models, or their availability. The 90-Day Visibility Guarantee allocates a defined contractual refund risk despite that lack of control; it does not create a representation of affiliation, endorsement, privileged access, permanent placement, or control over either platform.
After the Guarantee Test Window, placement may rise, fall, change, or disappear. A later change does not undo timely satisfaction and does not create a new claim, refund, credit, extension, or continuing guarantee. Continued SEO and AEO efforts under an active Essentials Subscription are ongoing services rather than a renewal of the initial 90-Day Visibility Guarantee.
7.23 Exclusive Contractual Remedy
The Guarantee Refund and associated cancellation are the Client’s exclusive contractual remedy for a valid failure of the 90-Day Visibility Guarantee. The Client may not recover both the Guarantee Refund and separate damages, credits, chargebacks, offsets, or duplicate refunds based on the same alleged failure.
This exclusive-remedy provision does not waive a right or remedy that Applicable Law makes nonwaivable and does not excuse fraud or intentional misconduct. It does prevent the limited visibility guarantee from being converted into an open-ended promise of future placement, business performance, lost profits, lead value, customer value, or consequential damages.
7.24 Clear Presentation in Sales and Marketing Materials
When Built for Business prominently markets either guarantee, it may provide a concise summary and a reasonably accessible reference to the governing conditions. The summary should not contradict this Section and should clearly communicate the core nature of the promise, including that the 90-Day Visibility Guarantee concerns one Qualifying Main Service, one Guaranteed City, both specified visibility channels, a limited claim window, and cancellation of the Essentials Service upon a refund claim.
The Client acknowledges that it has had an opportunity to review the complete guarantee terms before accepting the Essentials Package Agreement. The Client may not reasonably rely on a shortened headline while disregarding clearly presented conditions incorporated into the signed Agreement.
7.25 Continuing Effect
The provisions of this Section concerning calculation, testing, records, claim timing, eligibility, refunds, cancellation, ownership, transition, fraud, exclusive remedies, and third-party control survive suspension, cancellation, nonrenewal, expiration, or termination to the extent necessary to evaluate a claim, process an approved refund, resolve a dispute, or enforce the parties’ accrued rights.
8. CANCELLATION, NONRENEWAL, SUSPENSION, AND TERMINATION
8.1 Month-to-Month Flexibility and No Cancellation Fee
Unless an applicable Service Agreement expressly establishes a different term, each Subscription is month-to-month. The Client may stop future renewal in accordance with this Section without paying a cancellation fee, early-termination fee, or penalty merely for ending the Subscription.
The absence of a cancellation fee does not erase Fees already earned or incurred, create a prorated refund for a current paid period, refund Messaging Credits or Usage Charges, transfer ownership of the Website, eliminate a Website-buyout or transition Fee, or excuse another accrued obligation. Cancellation ends future renewal of the affected Service; it does not retroactively unwind work, access, hosting, usage, or other performance already provided or made available.
8.2 Scope of a Cancellation
A cancellation request must identify the Service or Services the Client intends to cancel. Cancellation of the Essentials Service does not automatically cancel a Google Ads Management Agreement, Meta Ads Management Agreement, Signature CRM Services Agreement, or another separate Service Agreement unless the request expressly identifies that agreement or the relevant Contract Document makes termination of one dependent on termination of another.
If a request reasonably appears to concern only an optional feature, add-on, Messaging Credit auto-replenishment, advertising campaign, Website Change Request, or other limited item, Built for Business may seek clarification rather than treat it as cancellation of the entire Service. If the request clearly states that the Client wants to end all Services, Built for Business may process the cancellation across all active Service Agreements associated with the Client.
8.3 Primary Portal Cancellation Method
When the cancellation function is available, the Client may cancel a Subscription by submitting the designated cancellation request through the Portal. The Portal workflow may require the Client to:
- authenticate the Portal Account;
- identify the Service being canceled;
- acknowledge the expected Final Service Date and material transition consequences;
- identify an authorized contact; and
- submit a final confirmation that the Client intends to stop renewal.
The workflow may ask the Client to select or describe a reason, request a conversation, or provide feedback, but the Client is not required to justify its decision or participate in a retention conversation for a clear cancellation request to be effective. Built for Business may present a voluntary opportunity to resolve a concern, change scope, or continue service, provided that the opportunity does not obscure, revoke, or delay a cancellation already submitted.
8.4 Backup Written Cancellation Method
If the Portal cancellation function is unavailable or the Client cannot reasonably access it, the Client may submit a cancellation request to the cancellation email address identified in the applicable Service Agreement, Portal, or a later written notice from Built for Business. The email must be sent by an Authorized Signer or another Authorized Representative with actual authority to cancel and must reasonably identify the Client, the affected Service, and the unequivocal request to stop future renewal.
Built for Business may request reasonable identity, authority, account, or security verification when a request is sent from an unfamiliar address, conflicts with other instructions, concerns multiple entities, or presents a reasonable fraud or impersonation concern. Verification must be reasonably related to confirming the request and may not be used merely to delay cancellation.
8.5 Telephone, SMS, iMessage, WhatsApp, and Informal Communications
A telephone call, voicemail, SMS, iMessage, WhatsApp message, meeting statement, social-media message, support conversation, or message sent to an unrelated employee is not by itself a completed cancellation through the designated process. Those channels may be editable, incomplete, unauthenticated, directed to personnel without billing authority, or unsuitable for creating a reliable cancellation record.
However, Built for Business may elect to accept a clear cancellation instruction received through another channel and enter it into the formal cancellation record on the Client’s behalf. In that circumstance, the cancellation becomes effective when Built for Business sends a written confirmation through the Portal or email that identifies the affected Service, recorded cancellation date, and expected Final Service Date. The Client should promptly review that confirmation and report a material error.
Nothing in this Section authorizes Built for Business to ignore an unequivocal cancellation request that Applicable Law requires it to honor merely because the Client used a different channel. When nonwaivable law requires another method or effect, Built for Business will apply that requirement.
8.6 When a Cancellation Becomes Effective
A valid Portal cancellation becomes effective for purposes of stopping future renewal when the completed request is submitted and recorded by the Portal. A valid email cancellation becomes effective when it is received at the designated cancellation email address in a form reasonably capable of being opened and authenticated, subject to any reasonable verification required under Section 8.4.
No seven-day waiting period applies. Built for Business’s acknowledgement, retention outreach, scheduling availability, or completion of a follow-up conversation is not a condition to stopping the next renewal. If a valid cancellation is received before the next recurring renewal charge is initiated, Built for Business will not intentionally initiate that renewal charge. If a transaction was already initiated before receipt, Built for Business may allow it to settle and then correct it, or may void or refund it as appropriate.
The date a cancellation request becomes effective for stopping renewal may differ from the Final Service Date. Unless the Agreement permits immediate termination or the parties agree otherwise, the Final Service Date is the final day of the then-current paid billing cycle.
8.7 Service Through the Final Service Date
After a valid ordinary cancellation, the affected prepaid Service ordinarily remains active through the Final Service Date. The Client may continue using the Service during that period, subject to the Agreement, and remains responsible for Usage Charges and other authorized amounts incurred through the Final Service Date.
Built for Business is not required to issue a prorated refund or credit if the Client voluntarily stops using the Service before the Final Service Date. The cancellation does not entitle the Client to accelerate future work, demand a larger volume of Website Change Requests, consume an unreasonable volume of resources, extract Company Materials, or use the remaining period in a manner inconsistent with ordinary scope or reasonable use.
Built for Business may suspend or terminate access before the scheduled Final Service Date when the Client materially breaches the Agreement, fails to pay, creates a security or legal risk, abuses the Services, or otherwise triggers an immediate or permitted remedy under this Section.
8.8 Automated Confirmation and Cancellation Record
The Portal may automatically display or generate a cancellation confirmation identifying the affected Service, submission date, expected Final Service Date, future-renewal status, and material next steps. Built for Business may also send the confirmation by email. The Client is responsible for retaining the confirmation and reviewing it for accuracy.
The Client’s accepted Agreement, the cancellation instructions in these Terms, and the Portal confirmation collectively provide the cancellation process and record. Built for Business is not required to manually restate every transition consequence in a separate personalized email, provided the applicable consequences are reasonably accessible in the Agreement or confirmation and Applicable Law does not require an additional notice.
Portal logs, email-delivery records, authentication records, processor records, and other ordinary business records may be used to establish whether and when a cancellation was submitted, received, withdrawn, or processed. A Client who does not receive a confirmation within a reasonable time should promptly use the backup cancellation method and retain evidence of the request.
8.9 Retention Outreach Does Not Delay Cancellation
Built for Business may contact the Client after a cancellation request to understand the reason, solve a problem, offer a scope change, discuss continued service, explain transition options, or confirm instructions. The Client may choose whether to participate.
A pending call, unanswered message, scheduled meeting, proposed concession, requested review, or ongoing discussion does not withdraw the cancellation or restart renewal. Unless the cancellation is validly withdrawn under this Section, the recorded cancellation remains effective and future renewal remains stopped.
8.10 Client Withdrawal of a Cancellation
Before the Final Service Date, an Authorized Signer or other Authorized Representative with actual authority may request to withdraw a cancellation and continue the affected Service. The Client may use an available Portal control or send a clear written instruction through a channel Built for Business designates for cancellation withdrawals.
A withdrawal is effective only when it is recorded in the Portal or confirmed in Writing by Built for Business. The confirmation should identify the Service being continued, state that the prior cancellation has been withdrawn, identify the reason or Client instruction supporting the withdrawal, and state the next expected renewal date or other material continuation term.
If the prior billing authorization was revoked, the payment method is invalid, the Service has already been deprovisioned, a Third-Party Service is unavailable, or Built for Business no longer offers the Service, Built for Business may require updated authorization, payment, verification, reactivation work, or a new Service Agreement and is not obligated to accept the withdrawal.
8.11 Administrative Withdrawal by Built for Business on the Client’s Behalf
To make continuation convenient, Built for Business may administratively withdraw a cancellation on the Client’s behalf after an Authorized Signer or other Authorized Representative with actual authority clearly requests or affirmatively agrees to continue the affected Service. The Client is not required to return to the Portal and perform the withdrawal personally.
Built for Business may document the Client’s authorization through an email, Portal message, authenticated electronic communication, recorded call where lawful, signed record, or another reliable record of assent. Built for Business will then provide a written confirmation that:
- identifies the cancellation being withdrawn;
- briefly states the Client instruction or reason for the withdrawal;
- confirms that the affected Service will continue;
- identifies the next expected renewal date or continuation effect; and
- explains how the Client may promptly report an error or submit a new cancellation.
Built for Business may not withdraw a cancellation merely because it believes the Client should remain, cannot reach the Client, has proposed a solution, or has internally marked the concern as resolved. The withdrawal must rest on documented Client authorization. If the Client promptly disputes an administrative withdrawal before the next renewal and the available records do not establish assent, Built for Business will reinstate the cancellation and correct any resulting renewal charge as appropriate.
8.12 Cancellation Through a Guarantee Claim
A valid Three-Day Peace of Mind Guarantee cancellation and a 90-Day Visibility Guarantee claim are governed by Section 7 in addition to this Section. A 90-Day Visibility Guarantee claim is also a cancellation election and stops future renewal of the affected Essentials Service as described in Section 7.18.
Withdrawal of a guarantee-related cancellation does not preserve the right to a Guarantee Refund. If the Client elects to continue the Essentials Service, any pending guarantee claim may be treated as withdrawn. Built for Business will document the effect when confirming continued service.
8.13 Client Termination for an Uncured Material Breach
If Built for Business materially breaches the applicable Service Agreement and the breach is reasonably capable of cure, the Client must provide written notice that describes the breach with reasonable specificity and allows Built for Business ten calendar days after receipt to cure it. If Built for Business does not cure within that period, or does not begin and diligently pursue a cure when the nature of the breach reasonably requires more time, the Client may terminate the affected Service by written notice.
The cure process does not apply when Applicable Law creates an immediate nonwaivable termination right or when a breach is incapable of cure. A disagreement concerning strategy, aesthetics, ordinary service variation, third-party performance, an excluded feature, or a result that the Agreement does not promise is not a material breach merely because the Client is dissatisfied.
Termination for Built for Business’s uncured material breach does not automatically entitle the Client to consequential damages, ownership of Company Materials, or a refund beyond an amount expressly required by the Agreement or Applicable Law. The limitation-of-liability and exclusive-remedy provisions remain applicable.
8.14 Built for Business Suspension or Termination for a Curable Breach
If the Client materially breaches the Agreement and the breach is reasonably capable of cure, Built for Business may provide written notice describing the principal breach and allow the Client ten calendar days after receipt to cure it. If the Client does not timely cure, Built for Business may suspend or terminate the affected Service, exercise cross-service suspension rights, stop work, restrict access, disable functionality, or use another remedy available under the Agreement.
Built for Business may shorten or bypass the cure period when another provision establishes a shorter payment grace period, when continued performance would create a material legal, security, financial, operational, reputational, or third-party risk, or when the breach is not reasonably curable. Providing a cure opportunity on one occasion does not require Built for Business to provide the same opportunity for a repeated or different breach.
8.15 Immediate Suspension or Termination for Cause
Built for Business may suspend or terminate any affected Service immediately, with or without a prior cure period, when it reasonably determines that one or more of the following has occurred:
- fraud, identity misuse, payment fraud, a materially false statement, fabricated documentation, or deliberate concealment of a material fact;
- unlawful, deceptive, infringing, abusive, harassing, threatening, discriminatory, defamatory, unsafe, or malicious use of the Services;
- a material security incident, credential compromise, malware event, unauthorized access, data-exfiltration risk, or conduct that threatens the Services, another client, a provider, or a third party;
- use that violates Applicable Law, Platform Terms, carrier requirements, messaging rules, advertising policies, or a governmental or third-party directive;
- a prohibited messaging campaign, unlawful consent practice, spam, fraudulent lead activity, false business location, fake review activity, or other conduct likely to trigger carrier, platform, or regulatory action;
- repeated or material nonpayment, an uncured payment default, abusive chargeback activity, or use intended to incur charges the Client does not intend or reasonably appear able to pay;
- infringement or misappropriation of Intellectual Property Rights, privacy rights, publicity rights, confidential information, or other rights;
- interference with, reverse engineering of, scraping of, unauthorized testing of, or attempted circumvention of the Portal, Company Materials, access controls, usage limits, security controls, or technical restrictions;
- conduct that materially harms or is reasonably likely to harm Built for Business’s systems, personnel, reputation, provider relationships, ability to serve other clients, or legal compliance;
- loss, suspension, restriction, or withdrawal of a required Third-Party Service, registration, carrier approval, account, license, authorization, or technical dependency;
- insolvency, cessation of business, dissolution, assignment for creditors, bankruptcy-related circumstances to the extent termination is legally permitted, or another condition creating a material inability to perform or pay; or
- a repeated breach, an incurable breach, or another circumstance for which immediate action is reasonably necessary to prevent or limit Losses.
Built for Business may limit the action to the affected feature or Service when reasonably practical, but it is not required to maintain partial access that creates material risk. Built for Business will provide written notice within a reasonable time when notice is lawful and reasonably practicable. The notice may omit sensitive security details, confidential provider information, or information that could facilitate abuse.
8.16 Nonpayment and Cross-Service Effects
Payment defaults are additionally governed by Section 6. Built for Business may suspend Services after the applicable payment grace period and may use the immediate remedies in this Section when the circumstances justify them.
As stated in Section 3.5, a material breach or payment default under one Service Agreement may permit suspension or restriction of other Services provided to the same Client. A cross-service suspension does not automatically terminate every Service Agreement unless Built for Business’s notice expressly says so. Fees and renewal status for each Service continue according to the applicable Contract Documents until that Service is canceled or terminated.
8.17 Termination by Built for Business Without Client Fault
Built for Business may decline to continue or may terminate a Service without alleging Client fault, for any lawful reason or no stated reason, by providing written notice identifying the affected Service and effective date. Built for Business may exercise this right when it discontinues an offering, changes business direction, loses necessary capacity or provider support, determines that the relationship is no longer operationally appropriate, or otherwise elects not to continue the engagement.
When Built for Business terminates a prepaid recurring Service without Client fault before the end of the paid billing period, Built for Business will provide a reasonable prorated refund or credit for the unused portion after the termination date. No refund is required for completed setup or implementation work, a completed or fully available period, Usage Charges, Messaging Credits, third-party pass-through costs, taxes not recoverable, or another amount already earned or incurred.
Built for Business may make termination effective immediately when reasonably necessary, but will use commercially reasonable efforts to provide a brief transition opportunity when doing so does not create material legal, security, financial, operational, or third-party risk. The Client’s Website-buyout, data-export, and transition rights remain available to the extent expressly provided elsewhere in the Agreement.
8.18 Right to Decline Prospective or Additional Services
Built for Business may reject a prospective client, decline a new Service Agreement, refuse an additional location, brand, domain, campaign, feature, integration, or project, or condition acceptance on verification, payment, compliance, scope, capacity, technical feasibility, or other lawful criteria. Built for Business has no obligation to enter into an agreement merely because it provided a proposal, sales presentation, demonstration, estimate, application, or prior service.
Declining a new or additional Service does not, by itself, cancel an existing Service. Built for Business must use the applicable cancellation or termination provisions to end an already accepted Service Agreement.
8.19 Discontinuation or Material Modification of a Service
Built for Business may discontinue a Service or materially modify its future scope when technology, provider availability, law, security, market conditions, business strategy, or operational needs reasonably require. If a change materially removes the core paid purpose of a current Service and no reasonably comparable substitute is offered, Built for Business may terminate the affected Service under Section 8.17.
The evolution of individual Portal features, interfaces, providers, workflows, or noncore functionality under Section 4.13 does not necessarily constitute discontinuation of the Service. Built for Business may replace a feature or provider with a reasonably comparable alternative without treating the Service as terminated.
8.20 Financial Effect of Cancellation or Termination
Cancellation or termination does not affect an amount accrued before the effective date. Unless an express guarantee, a termination without Client fault, a written approval, or Applicable Law requires otherwise:
- initial and setup Fees remain nonrefundable after the applicable refund period;
- the current paid billing period is not prorated;
- Usage Charges and pass-through costs remain due;
- unused Messaging Credits are forfeited on the Final Service Date;
- a pending billing dispute remains subject to Section 6;
- an unpaid amount remains collectible; and
- future renewal charges stop when a valid cancellation or termination becomes effective for renewal purposes.
The Client remains responsible for charges incurred by authorized use through the Final Service Date and for transition, buyout, export, hosting, or other optional services the Client separately elects.
8.21 General Effect on Access and Functionality
On or after the Final Service Date, Built for Business may disable the Portal Account and terminate access to hosting, Website management, forms, dynamic lead routing, Lead Data, messaging, automations, AI Features, reporting, scheduling, support, Client Success personnel, SEO/AEO activity, Website Change Requests, administrative tools, and other recurring functionality associated with the terminated Service.
The Client must not assume that a Website, form, Messaging Number, automation, integration, lead route, login, link, or other function will continue after the Final Service Date. The more specific Website-transition, ownership, data-export, retention, communications, and form-conversion provisions control the available options and consequences.
Built for Business may preserve limited billing, notice, export, election, or verification access for a stated period without restoring the canceled Service or waiving the Final Service Date.
8.22 Client Responsibility Before the Final Service Date
Before the Final Service Date, the Client must:
- export any available Lead Data or other Client Data it wishes to retain;
- make any available Website-buyout, transfer, export, or continued-hosting election within the applicable period;
- provide any destination email address or routing information needed for an eligible form conversion;
- preserve information from third-party or Client-controlled accounts;
- identify and implement alternative messaging, lead-response, scheduling, and customer-contact methods; and
- pay all accrued amounts and complete reasonably necessary transition verification.
Built for Business may provide reasonable instructions or tools but is not responsible for the Client’s failure to act before an applicable deadline. Data retention after the Final Service Date is a limited safeguard and not an extension of active access.
8.23 No Hostage or Mandatory Retention Conversation
Nothing in the Agreement permits Built for Business to condition a clear cancellation on payment of an undisclosed cancellation fee, participation in a sales call, acceptance of a retention offer, or completion of an unnecessary obstacle. Built for Business may offer help and may seek to preserve the relationship, but the Client retains the month-to-month cancellation right stated in this Section.
Likewise, the Client may not use the cancellation process to demand ownership, refunds, free work, data access, transition services, or other rights beyond those expressly granted by the Agreement. The cancellation process determines renewal and the Final Service Date; other consequences remain governed by their specific provisions.
8.24 Continuing Effect
The provisions of this Section concerning cancellation records, withdrawal authorization, accrued payment obligations, refunds, suspension grounds, transition responsibilities, enforcement, access consequences, and surviving rights continue after cancellation, nonrenewal, expiration, suspension, or termination to the extent necessary to give them effect.
9. WEBSITE OWNERSHIP, BUYOUT, EXPORT, CONTINUED HOSTING, AND POST-TERMINATION TRANSITION
9.1 Purpose and Applicability
This Section governs ownership and post-termination treatment of a Managed Website created, rebuilt, configured, hosted, or maintained through the Essentials Service. It explains what the Client receives during an active Subscription, what Built for Business retains, how the Client may elect to keep a static version of the Website after cancellation, and what functionality does not continue after the Final Service Date.
The applicable Essentials Package Agreement or Website-buyout election states any monetary amount associated with a buyout, continuing basic hosting, transfer assistance, or another optional transition service. No amount is created merely by this Section. A payment obligation arises only when the applicable Contract Document states the amount and the Client makes or becomes subject to the corresponding election.
9.2 Initial and Recurring Fees Do Not Purchase the Website
The Client acknowledges that the initial setup or implementation Fee primarily compensates Built for Business for onboarding, strategy, planning, research, configuration, design, development, content preparation, system setup, integrations, workflow implementation, account work, and other labor and resources used to establish the Essentials Service. It is not a purchase installment or partial payment toward ownership of the Managed Website.
Recurring Essentials Subscription Fees pay for continued access to and performance of the active managed service, including hosting, Portal access, ongoing SEO and AEO activity, eligible Website Change Requests, standard maintenance, available lead-management and communications functions, and other included components. Those recurring Fees do not gradually transfer title to the Website, Portal, Company Materials, copy, AI-Generated Materials, software, automations, or other assets.
The commercial value of a custom marketing Website may exceed the initial Fee charged as part of the broader managed-service relationship. Built for Business’s decision to subsidize, bundle, defer, or recover development costs through the service model does not create an implied transfer of ownership at cancellation.
9.3 Ownership During the Active Essentials Subscription
Except for Client Materials and rights that an applicable third party retains, Built for Business owns or controls the Managed Website and the Company Materials used to create, operate, host, update, and support it. This includes, as applicable, Website structure, layouts, templates, components, code, styling, scripts, configurations, workflows, prompts, processes, written copy created by Built for Business, AI-Generated Materials, design selections, reusable elements, technical methods, and administrative implementation.
During the active Essentials Subscription and while the Client is in material compliance with the Agreement, Built for Business grants the Client a limited, revocable, nonexclusive, nontransferable right to use the public-facing Managed Website for the Covered Business through the Services. This operational right does not authorize the Client to copy, export, resell, sublicense, reverse engineer, scrape, reproduce, or transfer the Website or Company Materials except through an express buyout or export right in this Section.
The Client retains its ownership rights in Client Materials, subject to the licenses granted to Built for Business elsewhere in the Agreement. Incorporating Client Materials into the Managed Website does not transfer those Client Materials to Built for Business, and incorporating Company Materials into the Website does not transfer those Company Materials to the Client.
9.4 Preexisting Client Websites and Materials
The Client retains whatever rights it held before the Agreement in a preexisting website, domain, source file, logo, photograph, text, account, or other Client Material. Built for Business does not acquire ownership of a preexisting asset merely by receiving access to it or using it in the Services.
If Built for Business creates a replacement Managed Website using information or materials from a preexisting site, the replacement Managed Website remains subject to this Section. The Client’s ownership of the old website or of individual Client Materials does not transfer ownership of the new structure, implementation, copy, Company Materials, or hosted environment created by Built for Business.
If Built for Business edits a Client-owned website in the Client’s own environment rather than replacing it with a Managed Website, ownership of the preexisting environment remains with the Client, but Built for Business retains Company Materials and other rights expressly reserved by the Agreement. The applicable Service Agreement may clarify which model applies.
9.5 The Client’s Domain Name
The Client is responsible for obtaining, renewing, paying for, securing, and maintaining its primary domain name unless a Service Agreement expressly states otherwise. A domain registered in the Client’s name or independently owned by the Client remains the Client’s property, and Built for Business’s technical access or DNS configuration does not transfer ownership.
The Client must maintain accurate registrant information, current payment information, secure credentials, recovery access, and timely renewal. Built for Business may assist with connection, DNS records, verification, or technical configuration but is not responsible for expiration, registrar lock, transfer dispute, ownership dispute, hijacking, incorrect registrant information, failed renewal, or another domain condition outside its reasonable control.
If Built for Business acquires or holds a domain specifically on the Client’s behalf, the applicable Service Agreement or written registration record will govern ownership and transfer. Built for Business may require reimbursement of acquisition, renewal, transfer, or redemption costs and reasonable verification before releasing a domain.
9.6 Website Status at the Final Service Date
Unless the Client timely completes an available Website-buyout election or Built for Business agrees otherwise in Writing, the Client’s operational right to use the Managed Website ends on the Final Service Date. Built for Business may unpublish, disable, restrict, archive, redirect, or remove the Managed Website and its hosted functionality on or after that date.
Built for Business is not required to keep the Managed Website publicly available during the post-termination election period. The election period preserves a limited opportunity to purchase the available static Website package; it is not an extension of hosting, Portal access, SEO/AEO, lead routing, messaging, maintenance, or Website Change Requests.
The Client must plan for the possibility that the Website and connected forms will stop operating on the Final Service Date. Built for Business is not responsible for business interruption, missed leads, lost search visibility, broken advertisements, customer confusion, or other Loss resulting from cancellation or the Client’s failure to implement a transition.
9.7 Website-Buyout Election Period
The Client may elect to purchase the available post-termination Website package by submitting the designated buyout election within thirty calendar days after the Final Service Date. The election must be submitted through the Portal, an available transition workflow, or another written method designated by Built for Business and must be made by an Authorized Signer or Authorized Representative with actual authority.
The Client must pay the applicable buyout Fee stated in the Essentials Package Agreement, buyout election, or other applicable Contract Document and complete any reasonably necessary identity, authority, destination, licensing, and technical selections. The buyout is not complete and no post-termination Website license becomes effective until the required Fee has been successfully paid and the election requirements have been satisfied.
The thirty-day election period does not extend because the Client did not review the Agreement, did not monitor communications, did not export data, did not supply a destination email address, or did not decide where to host the Website. Built for Business may voluntarily extend the period in Writing, but an extension on one occasion does not create a general obligation.
9.8 Failure to Complete a Timely Buyout
If the Client does not timely submit and complete the buyout election, all rights to use the Managed Website and Company Materials remain with Built for Business, subject to the Client’s continuing ownership of Client Materials. Built for Business may delete, archive, reuse, adapt, dismantle, or repurpose nonconfidential Website structures, components, layouts, methods, and Company Materials without owing compensation to the Client.
Built for Business will not obtain the right to publicly disclose the Client’s Confidential Information or Personal Information merely because the buyout period expires. Any later willingness to reconstruct, restore, or transfer a Website is discretionary, may require a new agreement, and may involve additional work and Fees.
9.9 Nature of the Website Buyout
The Website buyout provides a static, public-facing version of the Managed Website and the usage rights expressly described in this Section. It does not transfer the Essentials Subscription, Portal, Company’s hosted software, administrative environment, internal source systems, databases, lead-management system, messaging system, automation engine, AI Features, prompts, internal tools, provider accounts, reusable frameworks, proprietary workflows, or other Company Materials that are not reasonably necessary to display and operate the transferred static Website.
The buyout is not a sale of Built for Business’s business systems or a continuation of managed services. It does not include ongoing SEO or AEO, Website changes, client-success services, content creation, technical support, security monitoring, reporting, lead management, messaging, automations, Portal access, compliance monitoring, or future updates unless the Client separately purchases the applicable service.
9.10 License Granted After a Completed Buyout
Upon Built for Business’s receipt of the applicable buyout Fee and completion of the buyout requirements, Built for Business grants the Client a perpetual, worldwide, nonexclusive, fully paid license to use, reproduce, display, host, and modify the delivered static Website package for the Client’s own business operations and marketing. The Client may authorize a hosting provider, employee, contractor, developer, or successor operator of the Covered Business to exercise those rights on the Client’s behalf.
The license includes the public-facing arrangement, copy, and AI-Generated Materials contained in the delivered package to the extent Built for Business has the right to license them. It does not transfer ownership of Company Materials or permit the Client to extract, resell, sublicense as a standalone product, commercialize as a template, use to build a competing website-development platform, or distribute reusable Company Materials to unrelated third parties.
The Client may modify the delivered code and content at its own risk. Built for Business is not responsible for a defect, security issue, compliance issue, loss of search visibility, compatibility problem, or other consequence introduced after transfer by the Client, a new host, or another provider.
9.11 No Assignment of Copyright or Other Ownership Unless Expressly Stated
The Website buyout grants the license stated in Section 9.10 and does not assign or transfer copyright ownership, trademark ownership, patent rights, trade-secret rights, or other Intellectual Property Rights unless a separate written instrument signed by Built for Business expressly identifies the right being assigned.
The parties acknowledge that some AI-Generated Materials may not qualify for copyright protection or may contain protectable human-authored selection, arrangement, editing, or modification. The Agreement allocates contractual rights regardless of whether a particular element is copyrightable, but it does not represent that every element is eligible for registration or exclusive ownership.
No waiver, estoppel, implied license, course of dealing, payment, delivery of files, or possession of a copy expands the express license. Rights not expressly granted remain reserved by Built for Business or the applicable third-party owner.
9.12 Third-Party and Licensed Materials
The Managed Website may contain stock media, fonts, icons, maps, embeds, libraries, plugins, scripts, or other third-party materials subject to separate license terms. A Website buyout transfers or sublicenses those items only to the extent the applicable license permits.
Before delivery, Built for Business may remove, replace, disable, or require the Client to separately license an item that cannot lawfully or practicably be transferred or sublicensed. The Client is responsible for maintaining any post-transfer third-party license, subscription, key, attribution, consent, or account required for continued use.
The removal or replacement of a nontransferable third-party item does not entitle the Client to ownership of the original item, a reduction of the buyout Fee, or custom redevelopment, provided the delivered package remains reasonably capable of serving as a basic static marketing Website.
9.13 Standard Static Export Package
If the Client elects an HTML export, Built for Business will make available a standard static export package containing the public-facing files Built for Business reasonably determines are necessary to reproduce the exported Website in a conventional static hosting environment. Depending on the Website, the package may include rendered HTML, compiled or ordinary CSS, browser-executable JavaScript, images, icons, and other public assets.
The export does not include:
- server-side source code, private repositories, development history, internal comments, build pipelines, deployment tools, or uncompiled proprietary source materials;
- Portal code, account systems, databases, lead records, messaging systems, automation logic, prompts, AI-provider connections, or internal APIs;
- third-party credentials, secret keys, tokens, provider accounts, licenses, or information that Built for Business may not disclose;
- reusable Company Materials that are not reasonably necessary for the static Website to display;
- dynamic functionality that depends on the active Essentials Service or another unavailable provider; or
- deployment, configuration, migration, troubleshooting, or modification work beyond the standard package unless separately agreed.
Built for Business may package, minify, compile, flatten, substitute, or otherwise prepare files in a reasonably portable form. The Client is not entitled to the exact internal development environment or implementation method used during the active Subscription.
9.14 Export Delivery and Client Responsibilities
Built for Business may deliver the static export through a download link, secure transfer, Portal workflow, file archive, or other reasonable electronic method. Delivery is complete when the package is made available through the designated method and the Client is notified, even if the Client delays downloading it.
The Client is responsible for downloading and securely preserving the package within the stated availability period, selecting a hosting provider, configuring the destination environment, updating DNS, obtaining certificates, maintaining security, testing functionality, and complying with the destination provider’s requirements. Built for Business may provide basic deployment information customarily associated with the package but is not required to administer an unrelated host.
Static websites can behave differently across hosts, browsers, security settings, content-delivery networks, or deployment tools. Built for Business does not guarantee compatibility with every provider or environment. If the Client wants Built for Business to perform a custom migration, adapt the package, configure a third-party server, or troubleshoot another provider, the parties may enter into a separate written scope.
9.15 Loss of Portal and Managed-Service Functionality
Whether the Client chooses continued basic hosting or an external HTML export, the Website buyout does not preserve access to the active Essentials Portal or recurring service functionality. On or after the Final Service Date, the Client loses access to or the benefit of, as applicable:
- the Portal and Portal Account, except for limited transition or billing access Built for Business elects to provide;
- Client Success personnel, recurring meetings, and managed support;
- ongoing SEO and AEO work;
- Website Change Requests and included Website editing;
- lead-management dashboards, pipeline tools, contact records, notes, and Portal-based Lead Data access;
- messaging, the Messaging Number, messaging history, communications automations, and Messaging Credits;
- AI Features, AI-assisted responses, workflows, and third-party AI connections;
- scheduling, follow-up, routing, notification, reporting, and automation features that depend on the Portal;
- managed integrations and third-party connections maintained as part of the Subscription; and
- any other function not expressly included in the static Website package or a separate post-termination service.
A public-facing page may look similar after buyout while operating very differently. The Client is responsible for understanding that the buyout preserves a static marketing Website, not the managed business system that supported it.
9.16 Dynamic Forms and Basic Form Conversion
Forms used during the active Essentials Subscription may depend on the Portal, Client Data storage, automations, lead routing, messaging, webhooks, scheduling, conditional logic, spam controls, or other dynamic services that do not transfer with the Website. Those forms may stop functioning on or after the Final Service Date.
As part of a completed Website buyout, Built for Business will, when technically reasonable, replace supported dynamic lead forms with basic forms designed to send a submission to one destination email address designated by the Client. The Client must provide and verify the destination address within the buyout process and must maintain the address, mailbox capacity, spam settings, security, and access.
Basic form conversion does not include the prior Portal workflow, lead dashboard, pipeline, text messaging, automation, conditional logic, appointment scheduling, database, customer login, complex validation, reporting, or guaranteed delivery. Built for Business may instead include a simple mailto link, contact link, or other reasonable static alternative when the destination host does not support server-side form processing or when a secure direct-email form is not technically reasonable.
The Client must test converted forms promptly after deployment. Email and form delivery can be affected by spam filtering, provider policies, authentication, hosting configuration, malicious submissions, outages, or other external conditions, and Built for Business does not guarantee receipt of every submission.
9.17 Continued Basic Hosting After Buyout
Instead of exporting the Website to another provider, the Client may elect to keep the purchased static Website on a basic hosting service offered by Built for Business, if available. The applicable buyout or hosting election will state the recurring hosting Fee and any service-specific conditions.
Basic post-buyout hosting is limited to the minimum ordinary infrastructure reasonably necessary to keep the static Website publicly available, such as standard hosting resources, an SSL certificate where supported, ordinary platform maintenance, and reasonable backups. It does not include the Essentials Subscription, Portal, Website changes, copy changes, design changes, SEO/AEO, Client Success services, messaging, Lead Data, automations, dynamic lead tools, custom technical support, or an uptime service-level agreement.
Built for Business may provide limited account access for billing, domain connection, hosting status, or another basic administrative function. That access does not include a Website editor, source-code editor, content-management system, Portal, or right to modify the Website through Built for Business’s systems.
9.18 Client Domain and Basic Hosting Responsibilities
The Client must keep its domain active, renewed, correctly configured, and pointed to the hosting environment. Basic hosting does not include domain registration or renewal unless a written hosting election expressly says otherwise.
Built for Business is not responsible for Website unavailability caused by an expired domain, registrar action, DNS change, Client error, third-party security service, network failure, government blocking, unsupported modification, or another circumstance outside the basic hosting service. The Client must promptly provide access and cooperation reasonably needed to address a domain or DNS issue.
Built for Business may suspend or terminate basic hosting for nonpayment, unlawful content, security risk, excessive resource use, unsupported functionality, third-party provider action, or another basis permitted by the Agreement. Termination of basic hosting does not restore the Essentials Service and does not obligate Built for Business to provide a different hosting platform.
9.19 Website Changes After Buyout
The basic hosting service does not include Website edits or Website Change Requests. If the Client wants Built for Business to modify, maintain, optimize, or actively manage the purchased Website, the Client must reactivate or purchase an applicable monthly managed service under the then-current scope and terms.
When the Website remains materially unchanged and technically supportable in Built for Business’s environment, reactivation of the recurring managed service ordinarily will not require the Client to pay another initial setup Fee. Built for Business may require a separate written scope and additional Fees for restoration, redesign, migration, repair, new functionality, compliance work, reconstruction, or changes made by the Client or another provider after buyout.
Built for Business is not required to accept reactivation if the Website has become insecure, incompatible, unlawful, materially altered, dependent on unsupported technology, or otherwise unsuitable for the standard Essentials environment.
9.20 No Ongoing Support or Warranty After External Transfer
After delivery of an external static export, Built for Business has no continuing duty to host, maintain, secure, update, monitor, troubleshoot, back up, restore, edit, optimize, or support the exported Website unless the parties enter into another agreement.
The Client accepts responsibility for the destination host, deployment, maintenance, updates, security, accessibility, privacy disclosures, cookies, forms, data collection, licensing, legal compliance, and all modifications made after transfer. Built for Business is not responsible for a post-transfer vulnerability, incompatibility, outage, lost file, broken form, search-ranking change, accessibility issue, privacy issue, or third-party claim caused by the destination environment or post-transfer conduct.
9.21 Buyout Following a Guarantee Refund or Built for Business Termination
An approved 90-Day Visibility Guarantee Refund does not itself transfer the Website, but the Client may still make a Website-buyout election during the applicable thirty-day election period, subject to the separate buyout Fee and this Section. The Guarantee Refund does not reduce, include, or waive the buyout Fee.
If Built for Business terminates the Essentials Service without Client fault, the Client will receive the same opportunity to elect an available Website buyout unless transfer is legally prohibited, technically impossible, or would create a material security or third-party-rights violation. Built for Business may provide a commercially reasonable substitute when a particular component cannot be transferred.
If Built for Business terminates for fraud, illegality, security abuse, infringement, nonpayment, or another material Client breach, Built for Business may still permit a buyout in its discretion after all accrued amounts are paid and risks are resolved. The Client does not acquire the Website merely because termination occurred.
9.22 Relationship to Data Export and Retention
Website buyout and Client Data export are separate processes. Purchasing the static Website does not automatically export Lead Data, messages, notes, appointment records, reports, or other Client Data. Exporting Client Data does not purchase the Website.
The Client must complete each desired election or export within its applicable period. Data availability, active-access periods, backup retention, deletion, and legal preservation are governed by the data provisions of the Agreement.
9.23 No Implied Transfer Through Possession or Public Access
The Client’s possession of a screenshot, rendered page, browser cache, public URL, analytics record, copy of HTML, report, credential, or other technical artifact does not establish ownership or enlarge the license granted by the Agreement. Public accessibility of the Managed Website does not place Company Materials in the public domain or authorize copying beyond Applicable Law and the Agreement.
The Client may not evade the buyout requirement by scraping, mirroring, copying, downloading, reverse engineering, or directing another person to reproduce the Managed Website before the buyout is completed. This restriction does not prohibit the Client from preserving its own Client Materials or exercising a nonwaivable right under Applicable Law.
9.24 Continuing Effect
The provisions of this Section concerning ownership, licenses, buyout eligibility, unpaid Fees, export limitations, third-party materials, post-transfer responsibility, form conversion, continued hosting, prohibited copying, and reserved rights survive cancellation, nonrenewal, expiration, suspension, transfer, or termination to the extent necessary to give them effect.
10. MESSAGING, A2P REGISTRATION, CLIENT COMMUNICATIONS, AND MESSAGING COMPLIANCE
10.1 Purpose and Scope
This Section governs telephone numbers, text and multimedia messaging, messaging automations, application-to-person registration, carrier and provider requirements, and operational communications between Built for Business and the Client. It applies whenever a Service permits the Client, Built for Business acting at the Client's direction, or an automated workflow configured for the Client to send, receive, route, store, analyze, or respond to communications through a Messaging Number or other communications channel.
Messaging is a regulated and provider-controlled function. Availability of a technical feature does not mean that every proposed use, recipient, message, campaign, industry, or business practice is lawful or permitted. The Client must evaluate and lawfully operate its own messaging activities. Built for Business may provide technical tools and general operational guidance, but does not act as the Client's attorney, compliance officer, common carrier, telecommunications carrier, or guarantor of message delivery.
10.2 Messaging Functionality and Third-Party Communications Providers
Messaging functionality may depend on telecommunications carriers, aggregators, registration authorities, number providers, messaging platforms, hosting providers, and other Third-Party Services selected by Built for Business. Built for Business may transmit Client registration information, message content, metadata, delivery instructions, opt-out signals, and related records to those providers as reasonably necessary to furnish, secure, monitor, register, support, or comply with law in connection with the messaging functionality.
Built for Business is not required to identify a particular underlying provider in the Agreement unless Applicable Law requires that disclosure. It may replace, add, or remove providers, routes, technologies, number types, or technical methods in its reasonable discretion. Such a change does not constitute a material reduction in the Service if substantially similar core messaging functionality remains available, but messaging availability, throughput, registration, filtering, and rates may change as a result of provider or carrier requirements.
10.3 Messaging Number Is a Licensed Service Resource
If included in the applicable Service, Built for Business may assign or provision one telephone number for the covered Client business, brand, location, or use case identified in the applicable Service Agreement. That number is the "Messaging Number." Assignment of a Messaging Number gives the Client only a limited, revocable, nonexclusive right to use the number through the active Service and in accordance with the Agreement.
The Messaging Number is not sold to the Client and does not become the Client's property. The Client acquires no ownership, title, possessory interest, renewal expectancy, or independent right to control the Messaging Number outside the Service. Built for Business or an underlying provider may change, replace, reclaim, suspend, quarantine, age, release, or reassign the Messaging Number when reasonably required for security, compliance, provider operations, technical necessity, nonpayment, Service changes, or termination.
The Client must not publish, advertise, print, or make a Messaging Number operationally critical without considering the risk that the number may later change or become unavailable. Built for Business will use commercially reasonable efforts to provide notice of a planned number change when practical, but may act without advance notice when required by law, a carrier, a provider, an emergency, or a security or compliance concern.
10.4 No Contractual Right to Port or Transfer the Messaging Number
Except to the extent a nonwaivable law expressly requires otherwise, the Client has no contractual right to port, transfer, sell, assign, retain, or take direct control of the Messaging Number during or after the Service. Built for Business is not required to execute a porting authorization, release request, letter of agency, account-number disclosure, personal identification number disclosure, carrier transfer, or migration to another provider.
If Applicable Law gives the Client a nonwaivable right to port a particular number, the Client must submit a complete, timely, and legally valid request, satisfy all provider procedures, pay all accrued amounts, and cooperate with reasonable identity and fraud-prevention checks. Built for Business may deny, delay, or condition a requested transfer to the extent permitted by law when the number is not portable, is held in a shared or master provider account, is subject to a provider restriction, creates a security or fraud risk, would affect another customer, or does not meet the receiving carrier's requirements.
Nothing in this Section is a representation that any Messaging Number is technically portable or will remain available long enough to complete a port.
10.5 Registration and Verification Are Conditions of Messaging Use
The Client must timely provide all information, records, confirmations, and authorizations reasonably requested to register or verify its messaging use case, including information required for application-to-person messaging registration, commonly called A2P registration or A2P 10DLC registration. Requested information may include:
- the Client's legal name, assumed business name, entity type, jurisdiction, tax identification information, address, website, industry, and authorized representative;
- the Messaging Number and intended messaging use case;
- anticipated message types, sample messages, frequency, volume, and recipient categories;
- descriptions and evidence of how recipients give consent;
- the Client's privacy notice, terms, opt-in disclosures, opt-out language, help language, and customer-support contact information;
- screenshots, URLs, forms, keywords, scripts, workflow descriptions, and other evidence of the enrollment experience;
- information about age restrictions, regulated products or services, geographic limitations, or special industry requirements; and
- additional documentation required by a carrier, provider, registry, regulator, or Applicable Law.
Messaging activation, full functionality, throughput, or launch may be delayed or unavailable until registration and verification are complete. A delay caused by missing, inaccurate, inconsistent, expired, rejected, or unverifiable Client information is a Client-Caused Delay under the Agreement.
10.6 Limited Administrative Authorization for A2P and Provider Submissions
The Client appoints Built for Business as its limited administrative agent solely to prepare, enter, transmit, update, and manage messaging registration and verification submissions using information and materials supplied or approved by the Client. This authorization permits Built for Business, directly or through its providers, to:
- submit the Client's business identity and use-case information to carriers, providers, registries, and verification services;
- provide sample messages, consent-flow descriptions, screenshots, website links, and supporting records;
- make nonmaterial formatting, categorization, or administrative changes reasonably necessary to complete a submission;
- respond to ordinary administrative questions using the Client's information;
- request reconsideration, correction, re-verification, or resubmission; and
- accept provider operational conditions on the Client's behalf to the extent they do not materially amend the economic or legal terms between Built for Business and the Client.
Built for Business may rely on the Client's information without independently verifying every statement. Built for Business may not knowingly submit false information and may require the Client to sign a separate letter of authorization, carrier form, certification, or provider document. This limited appointment does not authorize Built for Business to give legal advice, waive the Client's rights, admit liability, make a knowingly inaccurate certification, or commit the Client to a separate paid service not authorized by the Agreement.
10.7 Accuracy, Authority, and Continuing Duty to Update
The Client represents and warrants that all registration and verification information it provides is complete, current, accurate, nonmisleading, and supplied by a person authorized to act for the Client. The Client further represents that the described consent flow, business use, websites, examples, and messaging practices are genuine and will be followed in actual operation.
The Client must notify Built for Business promptly, and in any event within three Business Days, if any material registration information changes or becomes inaccurate. Material changes may include a change in legal name, tax status, ownership, website, domain, brand, industry, use case, opt-in method, message category, expected volume, geographic market, or regulated product or service.
The Client must not use an approved registration as a pretext for a materially different, unregistered, or prohibited campaign. Built for Business may pause messaging until a change is reviewed or re-registered.
10.8 No Guarantee of Registration, Approval, Throughput, or Continuity
Carriers, providers, registries, and regulators control their own review and enforcement processes. Built for Business does not guarantee:
- that a registration or verification will be approved;
- any particular review or activation time;
- a particular trust score, sending limit, throughput, deliverability rate, or carrier treatment;
- that an approved registration will remain approved;
- that a use case, campaign, number, sender identity, link, or message will not be filtered, delayed, blocked, audited, or suspended; or
- that a provider will give a reason, appeal, refund, or opportunity to cure.
The Client remains responsible for its business obligations and customer communications while a registration is pending, rejected, limited, suspended, or revoked. Built for Business may assist with a reasonable resubmission but is not required to mischaracterize the Client's use case, evade provider controls, or continue an activity it reasonably considers noncompliant or unusually risky.
10.9 Client Is Responsible for Its Messaging Program
As between Built for Business and the Client, the Client determines the commercial purpose, recipients, timing, frequency, offers, claims, content, and audience of messages sent for its business. The Client is responsible for its messaging program and for the acts and omissions of its employees, contractors, agents, imported contacts, lead sources, marketing partners, and anyone using its Portal Account.
The Client must comply with all Applicable Law and industry requirements governing calls and messages, including requirements concerning consent, revocation, do-not-call requests, calling times, sender identification, disclosures, recordkeeping, privacy, data security, unfair or deceptive practices, age restrictions, regulated industries, and consumer protection. The Client must obtain advice from qualified counsel familiar with the locations, industries, recipients, and campaigns involved in its use.
The parties' contractual allocation of responsibility does not override any responsibility that Applicable Law independently imposes on either party. Built for Business may take steps to protect its own legal and provider obligations regardless of the Client's contrary instruction.
10.10 Consent Must Be Obtained Before Messaging
Before sending or causing any call, text message, multimedia message, automated message, artificial or prerecorded voice communication, marketing communication, or other regulated communication, the Client must obtain the type and scope of consent required for that communication, technology, sender, recipient, and jurisdiction.
Where prior express written consent is required, the Client must use a clear and conspicuous disclosure that satisfies Applicable Law and must retain a signed or electronically authenticated record sufficient to prove the consent. Consent for one purpose, brand, channel, or category does not automatically authorize another. A recipient's publication of a telephone number, submission of an inquiry, purchase, existing business relationship, or failure to opt out is not treated as consent unless Applicable Law actually permits that basis for the specific communication.
The Client must not upload, purchase, rent, scrape, borrow, append, or import a list unless it has documented, legally sufficient authority to message every recipient for the proposed purpose. The Client must not rely solely on a lead seller's general assurance. It must obtain and preserve the consent language, source, date, time, page or workflow, recipient data, and other proof reasonably necessary to establish lawful consent.
10.11 Revocation, Opt-Out, and Suppression Requirements
The Client must honor every legally valid revocation or opt-out request promptly and in the manner required by Applicable Law. This includes requests communicated through recognized keywords and through any other reasonable method that clearly indicates the recipient no longer wishes to receive the relevant communications.
Built for Business may maintain or apply suppression controls for recognized opt-out terms and may prevent further messages to an opted-out recipient. The Client must not disable, bypass, evade, overwrite, or manipulate an opt-out mechanism or suppression list. The Client may resume regulated messaging to a previously opted-out recipient only after obtaining fresh, legally sufficient consent and retaining evidence of that consent.
The Client is responsible for monitoring inbound replies, voicemail, email, calls, and other response channels that may contain a revocation. An automation's failure to recognize unusual wording does not excuse the Client from honoring a clear request. The Client must also honor channel-specific and scope-specific requests and must not send a promotional response merely to persuade a recipient to reverse an opt-out, except for a narrowly tailored confirmation or other communication expressly permitted by law.
10.12 Do-Not-Call Rules, Quiet Hours, Time Zones, and Frequency
The Client must screen recipients and campaigns against all applicable national, state, provincial, local, internal, and industry-specific do-not-call or do-not-contact requirements. The Client must maintain an internal suppression list for requests made directly to its business and must preserve it for the period required by Applicable Law.
The Client must configure and monitor messaging so communications occur only during legally permitted hours in the recipient's location. If a recipient's location or time zone is unknown, the Client must use a reasonably conservative method or refrain from automated delivery until it can establish a lawful sending time.
The Client must avoid excessive, harassing, duplicative, unexpected, or materially higher-than-disclosed message frequency. If the Client's consent language identifies an expected frequency, the Client must operate consistently with that disclosure or obtain new consent when required.
10.13 Required Identification, Disclosures, and Consumer Information
The Client must ensure that each messaging program and message contains the identity, disclosures, instructions, and information required by Applicable Law and provider policy. As applicable, this may include the Client's business or brand name, the commercial nature of the communication, material offer terms, recurring-message disclosures, message-and-data-rate disclosures, frequency disclosures, age or eligibility restrictions, privacy-notice access, terms access, and clear help and opt-out instructions.
The Client must not impersonate another person, obscure the true sender, use a misleading caller identification or domain, make a deceptive claim, create a false sense of urgency, or conceal material limitations. Built for Business may require standard footer language, opt-out wording, identity disclosures, or templates as a condition of sending.
10.14 Prohibited and Restricted Uses
The Client must not use messaging functionality for any unlawful, fraudulent, deceptive, abusive, threatening, harassing, hateful, discriminatory, defamatory, infringing, exploitative, or dangerous purpose. Without limiting the foregoing, the Client may not use the Service to:
- facilitate fraud, phishing, spoofing, identity theft, credential theft, malware, illegal surveillance, or evasion of law-enforcement or provider controls;
- send messages without required consent or after revocation;
- promote an illegal product, illegal service, unlawful transaction, or prohibited content category;
- distribute content that infringes privacy, publicity, intellectual-property, or other rights;
- send materially false or misleading advertising, health claims, financial claims, guarantees, testimonials, or endorsements;
- target minors or vulnerable persons in violation of law;
- transmit highly sensitive personal information when a less sensitive channel should reasonably be used;
- interfere with, probe, overload, reverse engineer, or bypass messaging controls;
- artificially inflate traffic, generate messaging revenue share, manipulate carrier billing, or engage in pumping or snowshoeing; or
- use multiple numbers, brands, links, spellings, or workflows to evade filtering, registration, suspension, or complaint controls.
Built for Business may publish or provide additional acceptable-use rules that are reasonably necessary to address evolving carrier, provider, security, or legal requirements. Those operational rules may not retroactively create a Fee or materially amend the dispute, ownership, liability, guarantee, or arbitration terms except through the amendment method stated in the Agreement.
10.15 Regulated and High-Risk Industries
Messaging involving healthcare, financial services, insurance, lending, debt, legal services, cannabis, alcohol, tobacco, firearms, gambling, political activity, charitable solicitations, employment, housing, education, minors, biometric information, government benefits, or another regulated or sensitive subject may require enhanced disclosures, consent, security, licensing, age verification, or provider approval, and may be restricted or unavailable.
The Client must disclose any regulated or high-risk use before activation and must obtain its own legal guidance. Built for Business may decline, limit, condition, or discontinue such use even if the activity is lawful, including when a provider does not support it or when the associated risk is outside the ordinary Service.
10.16 Automation and Artificial Intelligence in Messages
Messaging may use templates, triggers, artificial intelligence, classification, generated language, suggested replies, or automated workflows. The Client authorizes that processing when it enables the selected Service, subject to the data provisions of the Agreement.
Automation and AI can misinterpret intent, context, identity, consent, urgency, or factual information. The Client is responsible for selecting suitable use cases, reviewing configuration, monitoring outputs, maintaining human oversight, and promptly correcting a harmful or inaccurate result. The Client must not use automated or AI-generated messaging as the sole method for emergency, medical, legal, financial, safety-critical, or other high-consequence decisions or communications.
Unless expressly agreed in writing, Built for Business does not preapprove every message or continuously monitor every conversation. The Client remains responsible for messages sent through its account even when the Service helped generate, schedule, or transmit them.
10.17 Consent and Compliance Records
The Client must create, retain, and protect records sufficient to demonstrate compliance for each messaging program. Records should include, as applicable:
- the recipient's telephone number and identity information reasonably associated with the consent;
- the exact consent disclosure and version accepted;
- the date, time, source, URL, form, campaign, and method of consent;
- an electronic signature, checkbox record, audit trail, or other authentication evidence;
- messages sent and received, delivery information, opt-out requests, help requests, complaints, and suppression actions;
- the source and contractual assurances for imported leads;
- applicable policies, scripts, training, and internal approvals; and
- any later consent renewal or change.
The Client must provide relevant records promptly if requested by Built for Business, a provider, a carrier, a registry, a regulator, or a court with lawful authority. Built for Business may retain technical or compliance records as described in the Agreement but is not the Client's exclusive recordkeeper. The Client must maintain its own copies of records necessary for its legal obligations.
10.18 Message Delivery Is Not Guaranteed
Messaging is a best-efforts communications channel. A message may be delayed, filtered, rerouted, truncated, reformatted, duplicated, rejected, or never delivered because of carrier filtering, recipient settings, network congestion, device conditions, invalid numbers, number reassignment, provider outages, registration status, content, links, reputation, rate limits, geographic restrictions, or other conditions outside Built for Business's reasonable control.
Delivery receipts, status indicators, read receipts, and error codes may be incomplete, delayed, or inaccurate. Built for Business does not guarantee that an inbound message will be received, that an outbound message will be delivered, that a recipient will read or act on a message, or that a message history will be preserved indefinitely.
The Client must maintain an appropriate alternate method for time-sensitive, legally required, or important communications and must not rely on the Service as its only system of record or notice delivery method.
10.19 Messaging Credits, Automatic Replenishment, and Insufficient Balance
Messaging usage, Messaging Credits, optional automatic replenishment, and payment authorization are governed by Section 6 and the applicable Service Agreement or Portal disclosures. The Client is responsible for monitoring its available balance and configuring any optional replenishment settings.
If the available Messaging Credit balance is insufficient, or if a replenishment charge fails, Built for Business may automatically pause inbound and outbound messaging without further notice. While messaging is paused, communications may not queue, may not be recoverable, and may be permanently missed. A later payment or replenishment may restore prospective functionality but does not recreate, redeliver, or recover messages that were not accepted while the balance was insufficient.
Built for Business is not responsible for a lost lead, missed appointment, missed opt-out, missed complaint, lost sale, delayed response, or other consequence caused by an insufficient balance, disabled replenishment, failed charge, payment suspension, or Client failure to monitor the messaging system.
10.20 Monitoring, Filtering, and Compliance Enforcement
To protect the Service, providers, carriers, recipients, and other customers, Built for Business and its providers may use automated and manual methods to review registration information, traffic patterns, complaint data, opt-out rates, delivery data, metadata, links, templates, and message content to the extent permitted by Applicable Law. This review does not create a duty to monitor all traffic or prevent every violation.
Built for Business may, with or without advance notice as circumstances reasonably require:
- block or delay a message, link, template, campaign, workflow, recipient, or use case;
- limit throughput, message frequency, features, or destinations;
- require new consent language, disclosures, forms, policies, or verification;
- suspend or disable a Messaging Number or messaging functionality;
- remove access to a restricted feature;
- cooperate with a provider, carrier, registry, regulator, or lawful investigation; or
- terminate the affected Service under Section 8.
Built for Business may take these actions based on a reasonable compliance, fraud, security, reputation, deliverability, or provider concern even before final proof of a violation exists. When reasonably safe and lawful, Built for Business will identify the general nature of a remediable issue and permit a reasonable opportunity to provide information or correct it. Built for Business is not required to restore traffic or challenge a provider decision when it reasonably believes restoration would create material risk.
10.21 No Emergency or Safety-Critical Use
The Service and Messaging Number are not a replacement for emergency services and are not designed or warranted for calls or texts to emergency dispatch, including emergency dialing or emergency text services. The Client must not represent otherwise.
The Client must not use the Service as the sole communications method for personal safety, urgent medical care, security alarms, critical infrastructure, dispatch, mandated legal notices, or any circumstance in which a delay, filtering event, outage, or missed message could reasonably cause death, bodily injury, serious property damage, or loss of a legal right.
10.22 Operational Communications Between Built for Business and the Client
Built for Business expects to communicate with the Client primarily through its business WhatsApp account and may also use the Portal, email, telephone calls, SMS, iMessage or comparable device messaging, video meetings, and other contact methods the Client provides or uses with Built for Business.
The Client authorizes Built for Business to send nonmarketing operational communications reasonably related to the parties' relationship, including onboarding requests, access requests, approval requests, project updates, meeting invitations, service alerts, security notices, billing notices, failed-payment notices, registration questions, compliance requests, renewal or nonrenewal confirmations, and transition instructions. Standard carrier and data charges may apply to the Client.
The Client may request that ordinary operational communications be directed to a different supported channel, but must always maintain at least one monitored electronic address or Portal Account through which Built for Business can provide contractual and operational notices. An opt-out from one communications channel does not prevent Built for Business from using another lawful channel for necessary service or account communications.
10.23 Client Contact Information and Duty to Monitor
The Client must provide and maintain accurate contact information for at least one authorized primary contact and one monitored email address, and should provide a reasonable secondary contact for continuity. The Client must promptly update contact information, personnel changes, authority changes, blocked senders, mailbox issues, lost devices, and other circumstances that could prevent receipt.
The Client is responsible for monitoring the Portal and its designated communications channels, checking spam or filtering folders, maintaining mailbox and device capacity, and responding within the cooperation periods stated in the Agreement. Built for Business is not required to investigate public records, search social media, contact unrelated persons, visit the Client's premises, or otherwise hunt for the Client when the supplied contact methods fail.
If Built for Business makes a reasonable attempt to communicate through the Portal or the contact information most recently supplied by the Client, the communication obligation is satisfied to the extent permitted by Applicable Law. The Client bears the operational consequences of stale, inaccurate, unmonitored, blocked, or inaccessible contact information. Missed communications do not extend a claim window, payment deadline, guarantee period, cancellation deadline, approval period, or Client response deadline unless the Agreement or nonwaivable law expressly provides otherwise.
If the Client is unavailable or does not respond, Built for Business may pause work, proceed using reasonable assumptions, designate the Service Ready for Launch when otherwise complete, defer or cancel an optional meeting, and take the other actions permitted by Sections 4 and 5. The Client's lack of availability does not create a breach by Built for Business or entitle the Client to a credit or refund.
10.24 Informal Channels Do Not Amend the Agreement or Complete Restricted Notices
WhatsApp, SMS, iMessage, ordinary chat, a telephone conversation, a meeting statement, or a social-media message may be used for day-to-day coordination but does not by itself:
- amend the Agreement or waive a contractual right;
- change Fees, ownership, liability, a guarantee, arbitration, or another legal term;
- complete a cancellation when Section 8 requires the Portal or designated cancellation email;
- complete a Guarantee Claim when Section 7 requires the designated guarantee email;
- satisfy a formal legal notice requirement; or
- authorize an out-of-scope service or expense,
unless the Agreement expressly permits that channel for the specific action or Built for Business records and confirms the action through an authorized method. This limitation protects both parties against uncertainty created by edited, deleted, incomplete, informal, or unauthorized communications.
10.25 Effect of Cancellation or Termination on the Messaging Number
On or before the Final Service Date, the Client must export any available information it wishes to retain and remove the Messaging Number from advertising, websites, profiles, printed materials, customer instructions, and workflows. Messaging functionality may stop at any time on or after the Final Service Date.
Subject to nonwaivable law, the Client forfeits all use of and access to the Messaging Number on the Final Service Date. Built for Business or its provider may release, age, recycle, or reassign the number without further notice. A later recipient of the same number may receive communications intended for the Client, and the Client is solely responsible for notifying its customers and replacing published references.
Built for Business has no duty to forward calls or messages, preserve voicemail, maintain an autoresponder, provide a replacement number, or hold the Messaging Number during a post-termination transition or Website-buyout period. Purchasing the Website, continuing basic Website hosting, exporting Client Data, or reactivating another service does not transfer or preserve the Messaging Number.
10.26 Messaging Data and Retention
Message content, contact records, consent evidence, opt-out records, delivery metadata, and related information may constitute Client Data, Personal Information, or compliance records and are governed by the data, privacy, security, access, export, and retention provisions of the Agreement.
The Client must not assume that all message content or carrier metadata will be included in an export. Certain data may be unavailable, transient, provider-controlled, technically impracticable to export, legally restricted, or retained only for security, billing, compliance, or dispute purposes. The Client remains responsible for keeping independent copies of records required for its business or legal obligations.
10.27 No Legal Advice; Relationship to Client Compliance and Indemnity
Templates, forms, registration assistance, opt-out tools, default language, configuration suggestions, educational materials, and provider feedback supplied by Built for Business are general technical or operational assistance and are not legal advice or a legal compliance certification. The Client must have qualified counsel review its intended messaging practices, consent process, forms, privacy notice, terms, industry rules, and geographic requirements.
The Client's website and other digital properties may also be subject to accessibility, privacy, cookie, advertising, licensing, industry, consumer-protection, and regional requirements described elsewhere in the Agreement. Messaging registration or approval does not establish compliance with those requirements.
The Client's representations, responsibilities, and indemnification obligations concerning Client Materials, Client Data, recipients, consent, content, communications, legal compliance, and use of the Services apply fully to messaging activities. Built for Business's enforcement activity or failure to detect a violation does not transfer the Client's responsibility to Built for Business.
10.28 Continuing Effect
The provisions of this Section concerning number ownership and transfer, Client representations, consent, opt-out obligations, recordkeeping, delivery limitations, enforcement, operational communications, post-termination number treatment, data, and legal responsibility survive cancellation, nonrenewal, suspension, expiration, or termination to the extent necessary to resolve prior conduct, preserve compliance records, allocate responsibility, or give the provisions their intended effect.
11. CLIENT DATA, PRIVACY, ARTIFICIAL-INTELLIGENCE PROCESSING, SECURITY, EXPORT, AND RETENTION
11.1 Purpose and Scope
This Section governs the collection, receipt, access, use, transmission, storage, disclosure, export, retention, deletion, and protection of Client Data in connection with the Services. It applies to Client Data entered into, collected through, generated through, transmitted to, or otherwise made available to the Website, Portal, messaging functions, forms, automations, integrations, AI Features, analytics, support channels, or other Service components.
The parties recognize that data responsibilities depend on the nature of the information, the purpose of processing, the locations and industries involved, and the privacy laws applicable to each party. This Section allocates responsibility between the parties but does not eliminate a duty independently imposed by Applicable Law.
11.2 Client Rights in Client Data
As between Built for Business and the Client, the Client retains its rights in Client Data, subject to the rights of individual data subjects, lead sources, licensors, and other third parties. Built for Business does not acquire ownership of an individual's Personal Information merely because that information is processed through the Service.
The Client is responsible for determining whether it has the legal right to collect, use, disclose, upload, combine, instruct the processing of, and export Client Data. The Client is also responsible for the accuracy, quality, legality, provenance, and integrity of Client Data and for resolving disputes with its customers, leads, employees, contractors, and data sources.
The end of the Service terminates the Client's right to access the Portal and managed data functions as stated in the Agreement. Loss of access, expiration of an export period, or deletion of Client Data does not transfer ownership of Personal Information to Built for Business; it ends Built for Business's obligation to keep that data available to the Client except as expressly stated in this Section or required by Applicable Law.
11.3 License to Process Client Data
The Client grants Built for Business and its Personnel, affiliates, contractors, and Third-Party Services a worldwide, nonexclusive, limited license during the Agreement and applicable retention periods to host, copy, format, reproduce, transmit, display, analyze, classify, organize, adapt, translate, combine, create technical derivatives of, and otherwise process Client Data as reasonably necessary to:
- provide, configure, operate, support, secure, troubleshoot, maintain, and improve the Services;
- build, host, update, optimize, and test the Website and related forms;
- manage leads, messages, workflows, appointments, integrations, analytics, and automations selected for the Client;
- provide AI Features and generate or evaluate outputs;
- comply with Client instructions reasonably consistent with the Agreement;
- prevent fraud, abuse, security incidents, unlawful activity, or violations of provider requirements;
- maintain business, billing, audit, compliance, and dispute records;
- comply with Applicable Law and lawful requests; and
- create and use Aggregated Data and Deidentified Data as permitted by this Section.
This license is not a sale of Client Data. It is irrevocable only to the limited extent processing has already occurred, a record must be retained, data has been lawfully deidentified or aggregated, or reversal is technically impossible in routine backups or generated outputs.
11.4 Built for Business Operational Discretion Over Data Systems
Within the purchased scope, the Client authorizes Built for Business to make the operational and technical decisions reasonably necessary to process Client Data and furnish the Services. Built for Business may select and change data structures, field names, workflows, prompts, models, storage locations, retention mechanics, security controls, hosting environments, integration methods, vendors, subprocessors, and technical architectures without seeking case-by-case Client permission.
Built for Business is not required to give advance notice of an ordinary operational change unless the applicable Service Agreement expressly requires notice, the change materially reduces a core contracted function, or Applicable Law requires notice. Built for Business may act immediately, without Client approval or advance notice, to address security, fraud, legal, provider, infrastructure, performance, or continuity concerns.
The Client may request a configuration, but Built for Business retains reasonable discretion over implementation, sequencing, technical method, safeguards, and whether a request is within scope. Nothing in this Section authorizes Built for Business to materially amend Fees, ownership, liability allocation, guarantees, arbitration, or another legal term except through the amendment process in Section 3.
11.5 Service Providers, Subprocessors, and International Processing
The Client authorizes Built for Business to engage employees, affiliates, independent contractors, consultants, hosting providers, communications providers, analytics providers, payment providers, security providers, artificial-intelligence providers, and other subprocessors or Third-Party Services in any country where Built for Business or a provider operates.
Those persons may access or process Client Data only to the extent reasonably necessary for their assigned function, provider service, legal obligation, or security purpose. Built for Business will use commercially reasonable measures to select providers appropriate to the function and to impose confidentiality, data-protection, or use restrictions where appropriate and reasonably available.
As between Built for Business and the Client, Built for Business remains responsible for the contracted performance of Personnel it directly engages, subject to all disclaimers, liability limits, third-party-service provisions, and other terms of the Agreement. Built for Business is not responsible for a provider's independent conduct outside the services it supplies to Built for Business or for a provider event that constitutes an excluded circumstance under the Agreement.
Client Data may be transferred to, stored in, or accessed from jurisdictions other than the Client's location. The Client is responsible for identifying any localization or cross-border-transfer restriction that applies to its data before supplying it. If a legally required transfer mechanism or data-processing addendum is necessary, the parties must complete it before the affected restricted processing begins.
11.6 Third-Party Artificial-Intelligence Processing
Some Services depend on third-party artificial-intelligence systems. To provide those functions without requiring a Built for Business representative to perform each task manually, the Client authorizes Built for Business to transmit and receive prompts, instructions, messages, Website content, lead or contact information, conversation context, configuration data, and other relevant Client Data to and from selected AI providers.
Built for Business may choose, route among, replace, test, or combine AI providers and models based on capability, availability, cost, latency, security, provider terms, or feature requirements. Built for Business is not required to name a particular provider in the Agreement unless Applicable Law requires it or a separately signed data-processing document identifies the provider.
Built for Business will use AI processing for purposes reasonably connected with providing, supporting, securing, evaluating, or improving the Services and its service methods. Built for Business does not sell Client Data to an AI provider in exchange for money. A third-party AI provider's handling of submitted data is also subject to that provider's contractual, privacy, retention, safety, and infrastructure terms, which may change. Built for Business does not promise that every provider offers the same controls, retains data for the same period, or processes data in the same location.
The Client must not submit information to an AI Feature if the Client is prohibited from disclosing it to a third-party processor. The Client must use human review for consequential decisions and must comply with the AI-use, accuracy, and disclaimer provisions elsewhere in the Agreement.
11.7 Client as Business or Controller; Built for Business as Service Provider or Processor
Unless Applicable Law or a separate signed data-processing addendum requires a different allocation, the Client determines the purposes for which it collects and uses Personal Information through its business, Website, forms, marketing, lead management, messaging, and customer relationships. Built for Business processes that Personal Information to provide the contracted Services based on the Agreement, supported configurations, and the Client's lawful instructions.
To the extent the California Consumer Privacy Act applies and Built for Business receives Personal Information from or on behalf of the Client as a service provider or contractor, Built for Business will:
- process that Personal Information for the specific business purposes stated in the Agreement and not sell or share it as those terms are defined by that law;
- not retain, use, or disclose it outside the direct business relationship with the Client or for a commercial purpose other than the permitted business purposes, except as the law permits;
- not combine it with Personal Information received from another person or collected from Built for Business's own interaction with an individual except as legally permitted for the contracted business purpose;
- provide the same level of privacy protection required of applicable service providers or contractors;
- notify the Client if Built for Business determines it can no longer meet an applicable obligation; and
- permit the Client to take reasonable and appropriate steps, consistent with the law and the security of other customers, to help ensure compliant processing or stop and remediate unauthorized use.
The Client may request information reasonably necessary to assess Built for Business's compliance with these limited obligations. Built for Business may satisfy an assessment request through then-current policies, certifications, summaries, questionnaires, independent reports, or other commercially reasonable evidence, and may protect confidential, security-sensitive, privileged, provider, and other-customer information. An onsite inspection or invasive audit requires a separate written agreement and is not included in ordinary Fees.
If the Client's instructions would cause Built for Business to violate Applicable Law, the Agreement, provider requirements, or another person's rights, Built for Business may refuse or suspend the instruction. The Client remains responsible for its own notices, choices, legal bases, consumer relationships, and compliance as a business or controller.
11.8 Client Privacy Notices, Disclosures, and Legal Bases
The Client must provide every privacy notice, cookie disclosure, consent request, terms disclosure, financial-incentive notice, employment notice, and other statement required for its collection and use of Personal Information. The Client must ensure those materials accurately describe the Client's practices and the technologies enabled on its Website or account.
Where consent or another legal basis is required, the Client must establish, document, and maintain that basis before collection or processing. The Client must not instruct Built for Business to conceal tracking, misstate a purpose, ignore an opt-out, defeat a privacy signal, collect more data than legally permitted, or use Personal Information incompatibly with the notice given to the individual.
Built for Business may supply a template, link, banner, checkbox, default disclosure, or technical setting, but the Client must obtain legal review appropriate to its jurisdiction and industry. Built for Business does not warrant that a template or default configuration satisfies every law or accurately describes Client practices outside the Service.
11.9 Data Minimization and Restricted Data
The Client must limit Client Data to information reasonably necessary for supported business purposes. Unless a Service Agreement or separate data-processing document expressly authorizes it, the Client must not submit, collect through, or store in the Service:
- full payment-card numbers, card verification values, bank-account credentials, or payment authentication secrets;
- passwords or authentication secrets for an individual other than credentials reasonably required for an authorized integration;
- Social Security numbers, passport numbers, driver's-license numbers, government identification images, or tax records;
- protected health information subject to the Health Insurance Portability and Accountability Act;
- biometric identifiers or templates;
- precise geolocation used to infer sensitive behavior;
- information about minors where parental authorization or specialized protections apply;
- highly sensitive financial, genetic, health, immigration, criminal, union, sexual, religious, political, or similar information;
- data subject to the Gramm-Leach-Bliley Act, Family Educational Rights and Privacy Act, Criminal Justice Information Services requirements, export controls, or another specialized security regime; or
- classified information, state secrets, or information whose disclosure through ordinary commercial cloud services is prohibited.
This restriction does not prohibit ordinary business contact information, lead inquiries, appointment details, or other data reasonably expected in the supported Service. If restricted data is inadvertently submitted, the Client must notify Built for Business promptly and cooperate in secure deletion, isolation, or migration. Built for Business may delete or quarantine restricted data without advance approval when reasonably necessary to reduce risk.
11.10 Account Credentials and Authorized Access
The Client must provide access through secure delegated roles, manager access, or least-privilege accounts where available instead of sharing personal credentials. If credential sharing is technically necessary, the Client must use a secure method approved by Built for Business and must change or revoke the credential when access is no longer required.
The Client authorizes Built for Business and assigned Personnel to access Client accounts, data sources, websites, domains, analytics, listings, communications tools, advertising systems, and integrations to the extent reasonably necessary for an active Service. Built for Business may create, rotate, store, or revoke technical credentials, tokens, keys, service accounts, and connection permissions used for Service operation.
Built for Business may take reasonable account-level actions without case-by-case approval when the action is within the contracted scope, including configuring roles, connecting systems, changing settings, rotating keys, repairing integrations, or restricting a compromised account. Built for Business must not intentionally take ownership of a Client-owned third-party account unless the Client expressly authorizes the transfer or the relevant Service Agreement provides otherwise.
11.11 Built for Business Security Measures
Built for Business will maintain commercially reasonable administrative, technical, and organizational safeguards appropriate to the nature of the Services and the Client Data Built for Business reasonably expects to process. Safeguards may include access controls, authentication, least-privilege practices, encryption in transit where supported, provider security features, backups, logging, patching, malware protections, Personnel confidentiality obligations, and incident-response procedures.
Built for Business may modify safeguards as technology, threats, providers, costs, and operations evolve. No system, transmission, storage platform, Website, AI provider, or security control is completely secure. Built for Business does not warrant that unauthorized access, human error, malware, credential compromise, interception, data loss, or a security incident will never occur.
Security descriptions, reports, questionnaires, or statements describe practices at a point in time and do not create a warranty, service-level commitment, fiduciary duty, or obligation to implement a particular framework unless a signed Service Agreement expressly says otherwise.
11.12 Client Security Responsibilities
Security is shared. The Client must:
- designate only authorized users and promptly remove access for departed or reassigned personnel;
- use unique, strong credentials and multifactor authentication where available;
- protect devices, networks, mailboxes, browsers, credentials, exports, and integration endpoints;
- verify unusual payment, credential, domain, or data-transfer requests through a separate trusted channel;
- limit user permissions according to job need;
- monitor its accounts and promptly report suspicious activity;
- keep its systems, plugins, browsers, devices, and third-party tools updated and supported;
- avoid sending sensitive data through insecure or unintended channels;
- maintain independent copies of records important to its legal or business operations; and
- follow Built for Business's reasonable security instructions.
The Client is responsible for activity performed using its valid credentials or authorized accounts unless caused by Built for Business's breach of the Agreement. Built for Business is not responsible for a security event caused by Client personnel, a weak or reused password, phishing, an unmanaged device, an unauthorized integration, a Client-selected provider, public sharing, or the Client's failure to revoke access.
11.13 Suspected Security Incidents
Each party must notify the other promptly after discovering a suspected compromise of credentials or systems that could materially affect the Services or Client Data. The Client must not conduct intrusive testing, forensic collection, or remediation in Built for Business's or another customer's environment without written authorization.
Built for Business will investigate a confirmed unauthorized acquisition of or access to Client Data within its control and will notify the Client as required by Applicable Law. Any notice may be provided in phases as information becomes available. Built for Business may take immediate containment and remediation actions without Client approval, including resetting credentials, disabling integrations, suspending access, isolating data, changing providers, or temporarily limiting functionality.
Unsuccessful login attempts, scans, pings, blocked attacks, ordinary spam, events affecting only encrypted data without access to the key, or events confined to Client-controlled systems are not by themselves a security breach by Built for Business. Built for Business is not required to make a public statement or notify an individual unless Applicable Law imposes that duty on Built for Business. The Client remains responsible for notices and regulatory duties arising from its role, and the parties will reasonably coordinate where their obligations overlap.
11.14 Privacy Requests and Regulatory Cooperation
The Client is responsible for receiving, verifying, evaluating, and responding to requests from its customers, leads, employees, users, and other individuals concerning access, correction, deletion, restriction, portability, objection, opt-out, or other privacy rights.
Upon a reasonably specific written request, Built for Business will provide commercially reasonable assistance using functionality available in the Service or an available export, to the extent required by Applicable Law and reasonably necessary because the Client cannot complete the request itself. Built for Business may require identity, authority, scope, and legal-basis confirmation and may charge additional Fees for customized, repetitive, technically burdensome, or out-of-scope assistance where law permits.
Built for Business may deny or narrow a request that would disclose another customer's information, compromise security, reveal protected Company Materials, violate law, interfere with legal preservation, or exceed the Client's lawful authority. The Client must not promise an individual that Built for Business can perform an action until the action has been confirmed as technically and legally available.
11.15 Lawful Disclosures and Preservation
Built for Business may access, preserve, and disclose Client Data when it reasonably believes doing so is necessary to comply with Applicable Law, a court order, subpoena, warrant, governmental request, regulatory duty, provider requirement, or legal process; to protect a person from serious harm; to investigate fraud, security, or abuse; or to establish, exercise, or defend legal rights.
Where legally permitted and reasonably practical, Built for Business may notify the Client before producing Client Data in response to compulsory legal process directed to Built for Business. Built for Business is not required to challenge a valid request, and the Client is responsible for the reasonable costs of special collection, review, production, testimony, or objection requested for the Client's benefit.
Built for Business may suspend deletion and preserve relevant data beyond an ordinary retention period when reasonably necessary for litigation, a dispute, an investigation, a payment issue, security, fraud, insurance, tax, audit, backup integrity, or another legal obligation. Preserved data need not remain accessible through the Portal.
11.16 Client Data Access During the Active Service
During an active Service, the Client may access supported Client Data through the Portal and available features, subject to permissions, payment status, provider availability, security controls, and the Agreement. Built for Business may alter layouts, fields, views, reports, or technical formats without Client approval so long as the core supported function remains materially available.
The Portal is an operational service, not a permanent archive or records-management system. The Client must export or separately preserve information it is legally or operationally required to retain. Built for Business does not guarantee that every historical event, intermediate record, deleted item, automation log, provider metadata field, AI context, or system log will be visible or exportable.
11.17 Effect of the Final Service Date on Access
The Client's ordinary Portal access and live use of managed Client Data end on the Final Service Date unless a written transition arrangement expressly provides otherwise. Built for Business may lock the account, disable integrations, stop data collection, end message routing, and remove interactive access immediately on or after that date.
The Client is expected to export needed Client Data before the Final Service Date. If the Client did not do so, the limited post-termination request process in Section 11.18 is the Client's only contractual opportunity to request an available export. Continued retention does not require Built for Business to keep the Portal, Website forms, Messaging Number, automation, or other Service function active.
11.18 Thirty-Day Active Retention and Limited Export Request Period
Subject to payment, security, provider availability, technical feasibility, and legal restrictions, Built for Business will ordinarily retain available active-system Client Data for up to thirty calendar days after the Final Service Date. During that period, the Client may submit one written request through the designated support email for a standard export of reasonably available Lead Data and other exportable Client Data.
Built for Business may verify the requester's identity and authority, require payment of all undisputed accrued amounts, and deliver the export through a secure method selected by Built for Business. A standard export may consist of a commonly used machine-readable or tabular format selected by Built for Business and need not reproduce the Portal's appearance, relationships, automations, reports, provider metadata, or proprietary data model.
The thirty-day period is a retention ceiling and request opportunity, not a promise that every category of data will remain available for the full period. Data may be deleted sooner if requested by the Client, required by law, automatically removed by a provider, prohibited, corrupted, transient, not ordinarily retained, or reasonably removed for security. Built for Business may extend the period in writing but is not required to do so.
If the Client does not submit a complete export request within the thirty-day period, the Client relinquishes any contractual right to obtain Client Data from the active systems. Built for Business may delete, deidentify, aggregate, or overwrite that data without further notice, subject to backup, legal-preservation, and recordkeeping exceptions.
11.19 Ninety-Day Backup Retention Window
Residual copies of Client Data may remain in routine disaster-recovery, continuity, logging, or security backups for up to ninety calendar days after the Final Service Date, or for a longer period when required by Applicable Law, provider architecture, legal preservation, fraud prevention, security, tax, insurance, or dispute needs.
Backups are maintained for system recovery, not individual archival retrieval. Built for Business is not required to search, isolate, restore, or produce a backup merely because an active-system export period expired. Restoring an individual Client's data from backup may be technically impracticable, may affect other customers, or may undermine backup integrity.
During ordinary backup rotation, residual Client Data will be overwritten, deleted, or rendered inaccessible according to then-current technical processes. Built for Business is not required to modify immutable backups, logs, or archives before their routine expiration where Applicable Law permits retention and the data is protected from ordinary use.
11.20 Deletion Limitations and Retained Business Records
Deletion from the active Service does not require deletion of:
- Aggregated Data or Deidentified Data that cannot reasonably be linked to the Client or an individual;
- invoices, payment records, tax records, signed agreements, authorizations, support records, change records, and compliance evidence;
- suppression lists, opt-out records, fraud records, security logs, and abuse-prevention information retained to honor legal obligations or protect the Service;
- records subject to legal hold, dispute, investigation, subpoena, insurance, or audit requirements;
- information independently supplied by or lawfully obtained from another source;
- information embedded in routine backups during the applicable rotation period; or
- Company Materials, general know-how, templates, systems, methods, or configurations that do not disclose Client Confidential Information.
Any retained Personal Information remains subject to the Agreement's confidentiality, security, and permitted-use limitations for as long as it is retained.
11.21 Restoration and Special Data Work
If Client Data remains recoverable after active access ends, Built for Business may, but is not obligated to, assist with a special restoration, custom export, migration, forensic collection, or format conversion. Any such work may require a separate scope, additional Fees, advance payment, identity verification, security review, provider cooperation, and extended timing.
Built for Business does not warrant that a special restoration will succeed or recreate every relationship, attachment, message, status, note, workflow, or timestamp. Acceptance of a restoration request does not extend the ordinary retention period unless Built for Business expressly confirms an extension in writing.
11.22 Export Scope and Portability Limitations
An export includes only Client Data that Built for Business can reasonably retrieve and is legally and contractually permitted to provide. An export does not include:
- the Portal software, database schema, source code, prompts, models, workflows, internal tools, or Company Materials;
- another person's or customer's data;
- provider-owned data or metadata that the provider does not make exportable;
- internal security, fraud, abuse, risk, quality, audit, or performance records;
- privileged material, internal communications, or Personnel notes not designated as a Client-facing record;
- AI model weights, internal reasoning, system instructions, or provider infrastructure;
- data prohibited from disclosure by Applicable Law; or
- data that was deleted, expired, never stored, corrupted, or not technically recoverable.
Built for Business does not guarantee compatibility with another provider. The Client and its replacement provider are responsible for mapping, importing, validating, securing, and using exported data.
11.23 No Data Escrow, Fiduciary Relationship, or Exclusive Repository
Unless a signed Service Agreement expressly states otherwise, Built for Business does not provide data escrow, regulated records management, e-discovery hosting, archival preservation, fiduciary services, or a guaranteed recovery point or recovery time. Built for Business is not the Client's exclusive custodian and does not assume the Client's statutory record-retention duties.
The Client must maintain independent copies of customer lists, consent evidence, contracts, financial records, legal notices, regulated records, and other information it cannot afford to lose. Included backups are operational safeguards and do not replace the Client's own continuity and recordkeeping plan.
11.24 Aggregated Data, Deidentified Data, and Service Analytics
Built for Business may generate and use Aggregated Data and Deidentified Data for lawful business purposes, including service analytics, benchmarking, forecasting, capacity planning, security, fraud detection, model or workflow evaluation, quality improvement, product development, marketing of generalized insights, and research.
Built for Business will not intentionally use Aggregated Data or Deidentified Data to reveal the Client's Confidential Information or to reidentify an individual, except to test deidentification, protect security, comply with law, or as otherwise permitted by Applicable Law. Built for Business may retain such data after the Agreement ends because it no longer identifies the Client or an individual.
Usage telemetry, system performance, feature interaction, error events, and operational statistics that do not reveal Client Confidential Information are Company Materials. The Client receives no ownership interest in Built for Business's cross-customer analytics, benchmarks, methods, or improvements.
11.25 Separate Data-Processing Terms When Required
If the Client reasonably determines that Applicable Law requires a data-processing addendum, business-associate agreement, standard contractual clauses, or another specialized data agreement, the Client must notify Built for Business before supplying the regulated data. No specialized regime applies merely because the Client later characterizes ordinary data as regulated.
Built for Business may review the requested terms, provide its then-current form, require a separate Service Agreement and Fees, modify the Service, restrict data categories, or decline the processing. Built for Business is not required to sign a Client or third-party form that imposes obligations materially beyond the purchased Service, creates uncapped liability, requires unsupported localization or audits, conflicts with provider terms, or applies a law that does not govern the processing.
Until required specialized terms are fully executed, the Client must not submit data that legally requires those terms. A business-associate agreement for protected health information is not implied and must be expressly signed before any such processing.
11.26 Data-Related Warranty Disclaimer
To the maximum extent permitted by Applicable Law, Client Data functionality is provided subject to the warranty disclaimers in the Agreement. Built for Business does not warrant that Client Data will be error-free, complete, continuously available, immune from loss, accepted by another provider, or retained beyond the stated periods.
The Client must promptly review imports, exports, mappings, automated classifications, AI outputs, deduplication, routing, form submissions, integrations, and other data operations. Built for Business may correct, reprocess, roll back, quarantine, merge, or delete data when reasonably necessary to address an error, duplication, security risk, legal requirement, or supported Client request, without seeking separate permission for each technical action.
11.27 Relationship to Confidentiality, Intellectual Property, and Liability Terms
Client Data may also be protected as Client Confidential Information, may contain Client Materials, and may implicate third-party rights. The confidentiality, intellectual-property, third-party-service, indemnification, warranty-disclaimer, and limitation-of-liability provisions of the Agreement apply in addition to this Section.
If a separate signed data-processing addendum directly conflicts with this Section regarding legally regulated processing, that addendum controls only for the covered data and conflict. It does not amend Fees, service scope, intellectual-property ownership, guarantees, dispute procedures, or liability unless it expressly identifies the provision being amended and is executed under Section 3.
11.28 Continuing Effect
The provisions of this Section concerning ownership, processing rights, privacy roles, restricted data, security, incident cooperation, lawful disclosure, export, retention, deletion, backups, Aggregated Data, Deidentified Data, records, disclaimers, and responsibility survive cancellation, expiration, nonrenewal, suspension, or termination for as long as relevant data or obligations remain.
12. INTELLECTUAL PROPERTY, CLIENT MATERIALS, PORTFOLIO RIGHTS, FEEDBACK, AND CONFIDENTIALITY
12.1 Existing Rights Are Preserved
Except for the limited rights expressly granted in the Agreement, each party retains all right, title, and interest in Intellectual Property Rights, materials, information, technology, and goodwill that it owned, controlled, licensed, or developed independently of the Agreement. No ownership right transfers by implication, estoppel, delivery, access, payment, public display, incorporation into another item, or performance of Services.
The Agreement separates ownership of Client Materials, Client Data, Company Materials, Deliverables, and the Managed Website. A Client-owned logo or photograph does not cause the Client to own the Website, Portal, layout, copy, code, workflow, or system into which it is placed. Likewise, Built for Business's ownership of the Website and service work product does not transfer ownership of the Client's valid preexisting trademark or original Client Materials to Built for Business.
12.2 Client Ownership of Client Materials
As between the parties, the Client retains its rights in Client Materials that existed before the Services or were created independently of Built for Business. This includes the Client's business name, valid trademarks, logos, original photographs, original recordings, and original written materials supplied by the Client, subject to third-party and individual rights.
The Client is solely responsible for documenting what it supplied and for keeping original copies. Built for Business is not required to investigate authorship, trademark ownership, employment status, licensing chains, model releases, property releases, or other rights before using Client Materials according to the Client's instructions.
No clause describing Client ownership is a warranty by Built for Business that the Client actually owns or may lawfully use a particular item.
12.3 Client License to Built for Business
The Client grants Built for Business, its affiliates, Personnel, contractors, providers, and Third-Party Services a worldwide, nonexclusive, royalty-free, sublicensable license to host, reproduce, display, perform, transmit, distribute, format, crop, resize, edit, translate, adapt, combine, create derivative works from, and otherwise use Client Materials as reasonably necessary to:
- perform, configure, maintain, support, secure, market, and improve the Services;
- create, operate, test, publish, update, and optimize the Website, listings, forms, content, advertising assets, profiles, messages, automations, and other authorized work;
- comply with lawful Client instructions and platform requirements;
- exercise the portfolio and marketing rights granted in this Section;
- prevent or address infringement, fraud, abuse, security, or legal issues; and
- maintain records and evidence of work performed.
This license continues for the duration reasonably necessary to provide the Services and, for portfolio materials, records, backups, disputes, and legally required retention, after the Agreement ends. The license does not transfer ownership of the Client's valid underlying trademark or original material.
12.4 Client Representations Concerning Client Materials
The Client represents and warrants that:
- it owns Client Materials or has all permissions, licenses, consents, releases, and authority required for Built for Business to use them as contemplated by the Agreement;
- Client Materials and the authorized use of them do not infringe, misappropriate, or violate Intellectual Property Rights, privacy rights, publicity rights, confidentiality duties, contract rights, or other rights;
- all factual claims, credentials, licenses, prices, offers, warranties, testimonials, endorsements, photographs, before-and-after statements, statistics, and regulated disclosures supplied or approved by the Client are truthful, substantiated, current, and lawful;
- individuals shown, quoted, recorded, reviewed, messaged, or identified have provided any legally required consent or release;
- the Client will not direct Built for Business to copy a competitor, scrape protected content, impersonate another person, or conceal the true source of content; and
- the Client will promptly notify Built for Business if a right expires, a permission is withdrawn, a claim arises, or an item should no longer be used.
Built for Business may rely on these representations without independently obtaining duplicate permissions. Built for Business may refuse, remove, replace, or stop using any Client Material it reasonably believes may create legal, platform, reputational, or security risk, without first obtaining the Client's approval.
12.5 Built for Business Ownership of Company Materials
Built for Business and its licensors retain all right, title, and interest in Company Materials. Company Materials include the Portal, software, code, templates, frameworks, components, designs, layouts, systems, prompts, instructions, AI Features, workflows, automations, methods, processes, research, technical configurations, account structures, naming systems, reports, analytics formats, optimization methods, documentation, reusable content, know-how, improvements, and general skills used or developed in performing the Services.
Company Materials remain owned by Built for Business even if they are:
- created, configured, customized, improved, or first used while serving the Client;
- informed by Client feedback, performance observations, or requirements;
- embedded in or necessary to operate a Website, Deliverable, workflow, campaign, report, or Portal configuration;
- described as custom, tailored, built for the Client, or included in a setup or implementation service; or
- accessible, visible, downloadable, inspectable, or reproducible by the Client.
Payment for Services compensates Built for Business for the contracted work and access. It does not purchase Company Materials or assign Intellectual Property Rights unless a signed Service Agreement expressly states the specific transfer.
12.6 Ownership of Written Copy, AI-Generated Materials, and Service Work Product
As between the parties, Built for Business owns all written copy, edits, headlines, page structures, calls to action, content strategy, design work, code, graphics, prompts, selections, arrangements, modifications, AI-Generated Materials, and other work product created or procured by Built for Business in performing the Services, excluding identifiable Client Materials incorporated into that work.
This ownership applies whether an item was created solely by a person, generated or assisted by AI, based on Client facts, revised in response to Client input, or included in a public-facing Website. To the extent an AI-Generated Material or other item is not eligible for copyright or another exclusive right under Applicable Law, Built for Business retains all contractual rights, selection and arrangement rights, human-authored contributions, underlying Company Materials, and other rights that do exist. The Agreement does not promise that any AI-generated output is exclusively ownable or protectable against third-party use.
The Client receives only the limited use rights expressly stated in the Agreement. During an active Essentials Subscription, Built for Business authorizes the Client to receive the intended business benefit of the public Website and included content through the managed Service. That authorization does not give the Client a separate right to download, republish, sublicense, sell, or transfer the written copy, AI-Generated Materials, or other service work product apart from the Website.
A completed Website buyout grants the license stated in Section 9 to the included static Website package. It does not convert Company Materials into Client-owned property or transfer ownership of copyrights by implication.
12.7 No Work-Made-for-Hire or Implied Assignment
Except where a signed Service Agreement expressly identifies a specific Deliverable as work made for hire and also provides an effective assignment if that characterization fails, no work is commissioned as a work made for hire for the Client. Built for Business does not assign Intellectual Property Rights merely because the Client requested, reviewed, paid for, or uses an item.
Any transfer of copyright or other Intellectual Property Rights must be in a written instrument that specifically identifies the right and material being transferred and is signed by an authorized representative of Built for Business. A general reference to custom work, deliverables, ownership, approval, payment, or completion is not a transfer.
12.8 Limited Client License During an Active Service
Subject to payment and compliance with the Agreement, Built for Business grants the Client a limited, nonexclusive, nontransferable, nonsublicensable, revocable license during the active Service to access and use the Portal, Company Materials, Website, reports, content, and configurations made available to the Client solely for the Client's internal business operations and receipt of the Services.
Authorized Users may exercise this license only on the Client's behalf. The Client may not extend access to another business, brand, location, franchise, affiliate, agency, reseller, competitor, or service provider except as Built for Business expressly permits for the active Service.
The license ends automatically when the applicable Service ends, except for rights expressly surviving under a Website buyout, completed export, separate license, or nonwaivable law.
12.9 Restrictions on Company Materials and the Portal
The Client and its users must not, directly or indirectly:
- copy, scrape, mirror, frame, reproduce, republish, distribute, sell, rent, lease, sublicense, transfer, or commercially exploit Company Materials except as expressly permitted;
- reverse engineer, decompile, disassemble, decode, translate, discover, or attempt to derive source code, object structure, prompts, system instructions, models, logic, nonpublic APIs, workflows, or underlying ideas;
- bypass access controls, rate limits, authentication, usage restrictions, feature gates, or security measures;
- use the Services or Company Materials to build, train, improve, benchmark publicly, validate, or assist a competing product or service;
- remove, conceal, alter, or falsify proprietary notices, watermarks, attribution, access records, or technical controls;
- allow a competitor or unauthorized third party to inspect, evaluate, copy, or use nonpublic functionality;
- use automated means to extract nonpublic data or content except through an expressly supported export;
- claim ownership of, register, patent, copyright, trademark, or assert rights in Company Materials;
- publish nonpublic performance or security testing without Built for Business's prior written authorization; or
- use Company Materials beyond the scope, duration, business, brand, location, Website, or account covered by the applicable Service.
These restrictions apply to the maximum extent permitted by law. If Applicable Law gives the Client a nonwaivable right to perform a restricted act, the Client must first give Built for Business written notice and a reasonable opportunity to provide the necessary information through a less harmful method, unless the law prohibits that requirement.
12.10 Third-Party and Licensed Materials
The Services may include stock media, fonts, libraries, plugins, open-source software, platform elements, maps, embeds, icons, music, footage, templates, data, or other materials owned or licensed by third parties. Those materials remain subject to their applicable licenses and Platform Terms.
Built for Business may select, replace, remove, or modify third-party materials without Client approval when reasonably necessary for licensing, availability, compatibility, security, provider, cost, legal, or design reasons. The Client receives no broader right than Built for Business is permitted to grant. A Website buyout or export may omit, substitute, or require the Client to separately license a third-party item.
The Client must not extract or reuse third-party materials independently unless the applicable license permits it. Built for Business does not warrant that a third-party license will remain available indefinitely or permit every later use the Client may desire.
12.11 Feedback and Suggestions
If the Client or an Authorized User provides an idea, suggestion, feature request, workflow concept, correction, improvement, evaluation, or other feedback concerning the Services, the Client grants Built for Business a perpetual, irrevocable, worldwide, royalty-free, transferable, sublicensable right to use, reproduce, modify, incorporate, commercialize, and otherwise exploit that feedback for any lawful purpose without restriction, attribution, approval, or compensation.
This feedback license does not authorize Built for Business to disclose Client Confidential Information or Personal Information. The Client must not submit feedback it lacks authority to license or that it expects Built for Business to treat as a jointly owned invention.
12.12 Portfolio and Marketing Permission
Unless the Client completes the written opt-out process in Section 12.16, the Client authorizes Built for Business and its affiliates to identify the Client as a customer and to use completed or publicly launched work for portfolio, case-study, sales, demonstration, award, educational, social-media, public-relations, and advertising purposes.
This permission includes the right to use, reproduce, display, crop, resize, format, animate, caption, and distribute:
- the Client's business name, customer-facing brand name, logo, and public trademark;
- screenshots, screen recordings, excerpts, mockups, and links showing the completed public Website or other public-facing work;
- nonconfidential descriptions of the Services performed;
- publicly observable features, layouts, pages, creative materials, and launch information;
- nonconfidential performance results, generalized metrics, outcomes, improvements, and before-and-after comparisons; and
- Deidentified Data or Aggregated Data concerning service performance.
Built for Business may exercise this permission through its own Website, proposals, presentations, portfolio, sales materials, Meta advertising, Google advertising, search advertising, Instagram, Facebook, TikTok, YouTube, LinkedIn, other social or marketing platforms, trade publications, email, video, print, and other lawful channels.
The permission is nonexclusive, worldwide, royalty-free, and sublicensable to service providers used to produce or distribute the marketing. Built for Business is not required to submit each use to the Client for approval, provide advance notice, pay a license fee, or include the Client's preferred caption or brand format, provided the use is not materially false or misleading.
12.13 Portfolio Safeguards and Limits
Portfolio permission does not authorize Built for Business to intentionally publish:
- Personal Information that is not already lawfully public and appropriate to the marketing context;
- private lead records, customer lists, private messages, authentication information, payment information, or nonpublic account data;
- the Client's nonpublic financial information, margins, internal forecasts, trade secrets, private strategy, unannounced plans, or other Client Confidential Information;
- legally privileged information;
- regulated or sensitive data prohibited from marketing use; or
- a statement that the Client endorses Built for Business beyond the fact of the engagement, unless the Client separately authorizes the endorsement or testimonial.
Built for Business may use a blurred, cropped, redacted, reconstructed, generalized, aggregated, or deidentified presentation when necessary to protect restricted information. A publicly visible Website page, public logo, public review, public listing, public advertisement, or fact that the parties worked together is not Client Confidential Information merely because the Client later prefers it not be discussed; however, the prospective opt-out process remains available.
12.14 Nonconfidential Results
For portfolio and marketing purposes, nonconfidential results include outcomes or metrics that are already public, lawfully obtained from public-facing platforms, provided for publication, deidentified, aggregated, presented as a range or percentage without revealing sensitive underlying figures, or otherwise incapable of reasonably disclosing Client Confidential Information or Personal Information.
Built for Business may accurately describe its role and may use reasonable visualizations, summaries, and excerpts. It must not knowingly fabricate results, omit a limitation in a materially deceptive way, or present a projection as an achieved outcome.
The Client remains responsible for requesting confidential treatment before voluntarily publishing a sensitive result. Public disclosure by the Client may remove confidentiality protection for the disclosed information, but does not authorize disclosure of separate nonpublic information.
12.15 Portfolio Use of Logos and Public-Facing Materials
The Client grants the limited trademark and content license necessary for the uses authorized in Sections 12.12 through 12.14. Built for Business must not register the Client's mark, claim ownership of it, materially alter it in a way that falsely harms the Client's reputation, or use it to imply a partnership, certification, sponsorship, or endorsement that does not exist.
Built for Business may make ordinary technical adaptations such as resizing, placing a logo on a neutral background, using a monochrome version, fitting it into a portfolio grid, or displaying it within a screenshot. The Client's brand guidelines apply only if timely supplied, technically reasonable, and consistent with the authorized marketing use.
12.16 Written Portfolio Opt-Out
The Client may opt out of future identifiable portfolio and marketing use by sending a clear written request to the portfolio-privacy or other designated email address identified in the applicable Service Agreement or a later written notice. The request must identify the Client, be sent by an authorized representative, and clearly state that the Client is opting out of portfolio and marketing use.
An oral request, WhatsApp message, social-media message, or informal comment is not complete unless Built for Business records and confirms it in writing. Built for Business may verify identity and authority before applying the opt-out.
The opt-out operates prospectively. Built for Business will use commercially reasonable efforts to stop new identifiable uses and remove Client-controlled digital portfolio content from channels under Built for Business's direct control within a reasonable period. The opt-out does not require Built for Business to:
- recall printed or distributed materials;
- retrieve advertisements or posts already served, delivered, indexed, cached, archived, syndicated, shared, or reposted by others;
- remove legally required records;
- stop using Aggregated Data, Deidentified Data, general know-how, or nonidentifying examples;
- remove the Client's public Website from ordinary search, archival, or third-party systems; or
- conceal the engagement in a legal, accounting, insurance, compliance, or dispute record.
An opt-out does not require a refund and does not affect ownership of Company Materials.
12.17 Confidential Information Defined
"Confidential Information" means nonpublic information disclosed by or on behalf of one party, the "Disclosing Party," to the other, the "Receiving Party," that is marked confidential or that a reasonable business person should understand to be confidential given its nature and the circumstances of disclosure.
Client Confidential Information may include nonpublic customer lists, Lead Data, private communications, financial information, pricing strategy, margins, business plans, credentials, internal operations, employee information, unannounced plans, private analytics, security information, and trade secrets.
Built for Business Confidential Information may include nonpublic software, source code, prompts, system instructions, workflows, methods, templates, technical architecture, provider arrangements, security information, product plans, pricing models, business strategy, research, internal documentation, Personnel information, and Company Materials not publicly released for unrestricted use.
Confidential Information includes copies, summaries, extracts, analyses, and materials that reveal or embody protected information.
12.18 Information That Is Not Confidential
Confidential Information does not include information that the Receiving Party can document:
- is or becomes publicly available through no breach of the Agreement;
- was lawfully known to the Receiving Party without a confidentiality duty before disclosure;
- is received lawfully from a third party without a confidentiality duty;
- is independently developed without use of or reference to the Disclosing Party's Confidential Information;
- is approved for release in a written authorization by the Disclosing Party;
- is Aggregated Data or Deidentified Data that does not reasonably identify the Disclosing Party or an individual; or
- consists of general skills, experience, ideas, concepts, and know-how retained in unaided memory without deliberate memorization or use of a document, trade secret, code, data set, or other protectable material.
Public-facing Client Materials, the completed public Website, the Client's public logo, and nonconfidential results are subject to the portfolio rights in this Section and are not treated as confidential solely because they relate to the Client.
12.19 Confidentiality Duties
The Receiving Party must:
- use Confidential Information only to perform, receive, administer, secure, enforce, or exercise rights under the Agreement or for another purpose the Disclosing Party authorizes;
- protect it using at least reasonable care and no less care than the Receiving Party uses for comparable information of its own;
- disclose it only to Personnel, affiliates, advisors, insurers, financing sources, contractors, providers, and professional representatives who reasonably need it and are subject to confidentiality or professional duties;
- not disclose it to a competitor for competitive use; and
- promptly notify the Disclosing Party of a known unauthorized disclosure when notice is legally permitted and reasonably necessary for protection.
The Receiving Party is responsible for a recipient it engages to the extent the recipient's handling of Confidential Information is within the Receiving Party's contractual control, subject to the limitations and exclusions in the Agreement.
12.20 Permitted Operational Use Without Repeated Approval
Built for Business may use and disclose Client Confidential Information without requesting repeated Client approval when reasonably necessary to perform, support, secure, improve, document, bill, or enforce the Services; coordinate Personnel and providers; operate AI Features; investigate an issue; comply with law; or exercise another express right under the Agreement.
This operational authority includes making internal copies, granting role-based access, sharing necessary information with providers, testing configurations, migrating systems, applying security controls, and using confidential inputs to generate Client-specific work. Built for Business need not notify the Client of each access, processing event, provider disclosure, technical change, or internal decision unless the Agreement or Applicable Law expressly requires notice.
Operational discretion does not authorize Built for Business to use Client Confidential Information in identifiable public marketing beyond the portfolio rights and safeguards in this Section.
12.21 Required Disclosure
The Receiving Party may disclose Confidential Information to the extent required by Applicable Law, legal process, a regulator, a court, a carrier, or a provider with lawful authority. When legally permitted and reasonably practical, the Receiving Party may give advance notice so the Disclosing Party can seek protection at its own expense.
The Receiving Party need not delay compliance, violate law, incur unreimbursed material expense, or challenge a request it reasonably believes valid. It may disclose only the portion reasonably required and may seek confidential treatment where appropriate.
12.22 Return, Deletion, and Archival Copies
Upon written request after the Agreement ends, the Receiving Party will discontinue ordinary use of the Disclosing Party's Confidential Information and will delete or return it to the extent reasonably practicable, subject to the data-retention provisions, legal obligations, backups, disputes, professional records, provider architecture, security, fraud prevention, and other express retention rights in the Agreement.
The Receiving Party may retain archival copies that are not used for an unrelated commercial purpose and remain protected by this Section. Built for Business is not required to return Company Materials, disclose internal documents, or delete Aggregated Data, Deidentified Data, general know-how, or records it has a lawful basis to retain.
12.23 Duration of Confidentiality Obligations
The confidentiality obligations in this Section continue during the Agreement and for five years after the last applicable Service ends. Trade secrets remain protected for as long as they qualify as trade secrets under Applicable Law. Personal Information remains subject to applicable privacy and security duties for as long as it is retained.
The expiration of a confidentiality period does not transfer ownership, expand a license, authorize infringement, override privacy law, or permit misuse of information protected under another surviving provision.
12.24 Infringement and Rights Claims
If either party becomes aware of a claim that Client Materials, Company Materials, a Website, a Deliverable, or authorized use infringes another person's rights, it must provide reasonably prompt written notice and relevant information. Built for Business may remove, disable, replace, modify, or restrict challenged material without Client approval while the matter is evaluated.
The Client must not admit liability, promise payment, or settle a claim on Built for Business's behalf. Built for Business is not required to continue displaying disputed Client Materials, and removal does not establish that a claim is valid.
The parties' defense, reimbursement, and indemnification responsibilities are governed by the indemnification provisions of the Agreement. The Client's failure to provide timely rights documentation may be treated as a material breach when it prevents lawful performance.
12.25 Equitable Relief
The parties acknowledge that unauthorized use or disclosure of Confidential Information or Intellectual Property Rights may cause harm that is difficult to measure and for which monetary damages may be inadequate. Subject to the dispute provisions, the affected party may seek temporary, preliminary, or permanent injunctive or other equitable relief from a court of competent jurisdiction to prevent or limit actual or threatened misuse, without waiving an obligation to arbitrate the underlying dispute.
To the extent permitted by law, the party seeking relief is not required to prove special damages or post a bond greater than the minimum required by the court. This Section does not establish that a party is entitled to relief on the merits and does not limit other defenses or remedies.
12.26 No Exclusivity or Restriction on General Business Activity
Nothing in the confidentiality or intellectual-property provisions prohibits Built for Business from serving other clients, including competitors of the Client, or from using Company Materials, general skills, know-how, methods, reusable components, learnings, and nonconfidential ideas in other work.
Built for Business must not disclose one client's Confidential Information to another merely because their businesses are similar. The Client receives no exclusivity over an industry, market, city, service, strategy, layout concept, technical function, keyword, workflow category, Personnel member, provider, or generalized method unless a signed Service Agreement expressly states otherwise.
12.27 Continuing Effect
The provisions of this Section concerning ownership, licenses, restrictions, feedback, portfolio rights, opt-out mechanics, confidentiality, third-party materials, rights claims, equitable relief, and reserved rights survive cancellation, expiration, nonrenewal, suspension, transfer, buyout, or termination to the extent necessary to give them effect.
13. SERVICE EVOLUTION, THIRD-PARTY SERVICES, ARTIFICIAL INTELLIGENCE, PLATFORM RISK, DISCLAIMERS, AND RESULTS
13.1 Managed Service; Not a Fixed Software Product
Built for Business provides managed business services supported by technology. The Portal and related software are tools used to deliver and coordinate those Services; they are not a separately sold perpetual software product and are not promised as a fixed feature set.
The Client is purchasing the applicable Service outcome, scope, access, and performance obligations stated in the Agreement as they exist from time to time, not ownership of a particular interface, vendor, codebase, model, workflow, tool, button, dashboard, integration, or technical method. Demonstrations, screenshots, prototypes, roadmaps, sales discussions, and prior versions illustrate possible or then-current functionality but do not freeze the Service or create a commitment to retain every feature.
13.2 Continuous Evolution of the Services
Technology, artificial intelligence, search systems, carrier rules, security threats, provider capabilities, and business methods change rapidly. The Client authorizes Built for Business to add, remove, replace, combine, redesign, rename, reconfigure, automate, limit, suspend, or discontinue features and methods when Built for Business reasonably believes the change will support quality, security, compliance, usability, cost control, scalability, provider compatibility, product direction, or customer needs.
Built for Business may make these decisions without seeking Client approval or providing advance notice. It may deploy changes at different times to different accounts; test alternative implementations; make a feature generally available, optional, experimental, or unavailable; and determine which Personnel, tools, providers, prompts, models, workflows, and processes are appropriate.
No feature is guaranteed to remain available merely because it was previously used, demonstrated, documented, or displayed in the Portal. If a signed Service Agreement expressly identifies a function as a material committed function, Built for Business may satisfy that commitment through a reasonably comparable substitute method or feature.
13.3 Material Service Changes
Built for Business may announce a material Service change through email, the Portal, updated documentation, release notes, or another reasonable electronic method, but is not required to separately announce ordinary design, workflow, vendor, infrastructure, model, integration, or feature changes.
If Built for Business permanently removes a material committed function and does not provide a reasonably comparable substitute, Built for Business may, in its discretion, provide a workaround, adjustment, credit, transition, or termination of the affected Service. To the maximum extent permitted by law, that remedy is the Client's exclusive contractual remedy for the removal, except where a signed Service Agreement expressly provides another remedy.
A Service change does not amend Fees, ownership, guarantees, confidentiality, indemnification, arbitration, liability limitations, governing law, or other legal terms. Those terms may be amended only as permitted by Section 3. A prospective recurring Fee change remains subject to Section 6.
13.4 Operational Decisions Do Not Require Repeated Approval
Within the purchased scope, Built for Business has authority to make day-to-day and strategic execution decisions using its professional judgment. Unless a Service Agreement expressly reserves a decision to the Client, Built for Business may decide the content structure, copy, design, page count, publication sequence, optimization method, technical configuration, provider, integration method, automation logic, prompt, model, testing method, hosting arrangement, work priority, staffing, and timing of individual tasks without requesting approval each time.
The Client may communicate objectives, factual corrections, legal requirements, and brand constraints, and Built for Business may consider them. Built for Business is not required to implement a preference that is outside scope, inconsistent with the strategy, technically unsuitable, misleading, unlawful, insecure, harmful to performance, prohibited by a provider, or likely to create unreasonable risk.
If Client approval or information is expressly required, the cooperation deadlines in Section 4 apply. The absence of a response does not prevent Built for Business from using reasonable assumptions, proceeding where feasible, or taking protective action.
13.5 Third-Party Services Are Independent
The Services may use or interoperate with Third-Party Services, including hosting, domain, registrar, search, maps, business listings, communications, payment, analytics, scheduling, social, advertising, artificial-intelligence, stock-media, security, database, email, and other systems.
Third-Party Services are operated and controlled by independent parties. Built for Business does not own or control their systems, policies, algorithms, data, personnel, availability, pricing, security, geographic coverage, acceptance criteria, or decisions. Built for Business's inclusion, recommendation, integration, or use of a Third-Party Service is not a warranty, endorsement, agency relationship, joint venture, or assumption of that provider's obligations.
The Client may have a direct legal and billing relationship with a provider and may be required to accept Platform Terms, establish an account, provide a payment method, verify identity, or grant access. Built for Business is not a party to those direct terms merely because it assists with setup or management.
13.6 Platform Terms and Account Compliance
The Client must comply with Platform Terms applicable to its accounts, business, content, data, products, services, and use. The Client authorizes Built for Business to take operational actions reasonably necessary to maintain provider compatibility and compliance, including modifying configurations, pausing a function, removing content, changing an integration, supplying registration information, or responding to routine provider inquiries.
Built for Business may rely on the Client's representations and account information. It is not required to independently audit the Client's eligibility, licensing, industry status, products, privacy practices, or compliance with every Platform Term.
If a Platform Term conflicts with a Client instruction, provider requirement, or feature, Built for Business may follow the Platform Term, restrict the affected function, or require a different method. The Client is responsible for any direct provider charge, refund rule, chargeback, account debt, tax, verification, or obligation associated with a Client-owned account unless a Service Agreement expressly states otherwise.
13.7 Client-Owned Third-Party Accounts
Where a Service uses a Client-owned third-party account, the Client retains ownership and ultimate control of that account subject to the provider's terms. The Client is responsible for maintaining the account, payment method, administrator access, legal entity information, licenses, and recovery methods.
The Client authorizes Built for Business to use manager access, delegated access, administrative roles, service accounts, tokens, APIs, or other supported access methods to perform the Service. Within the purchased scope, Built for Business may make account changes without requesting transaction-by-transaction approval unless the Service Agreement expressly establishes a limit or reserved action.
Because the Client can access and control its own account, it must reasonably monitor material activity and promptly notify Built for Business of an unauthorized, inaccurate, or concerning action. If the Client, its other provider, or another authorized user changes the account, Built for Business is not responsible for the resulting conflict, data loss, spend, suspension, performance change, or loss of results to the extent caused by that interference.
13.8 Third-Party Changes and Discontinuation
A provider may alter or discontinue an API, feature, account type, integration, policy, rate, technical requirement, data field, algorithm, model, number, permission, or entire service with or without notice. A provider may also restrict an industry, business, country, content category, or use case.
Built for Business may respond by modifying the Service, changing providers, reducing or removing functionality, requiring Client action, adding a pass-through charge, using a manual or alternative method, or terminating an affected feature or Service. Built for Business is not required to recreate a discontinued provider function, maintain legacy technology, violate Platform Terms, or bear a material new third-party cost not included in the applicable Service.
13.9 Third-Party Outages and Provider Actions
Built for Business is not responsible for a delay, outage, degraded performance, data loss, failed delivery, changed result, security event, account review, restriction, suspension, rejection, termination, policy decision, or other act or omission of a Third-Party Service beyond Built for Business's reasonable control.
Built for Business may provide reasonable operational assistance but does not guarantee that a provider will respond, reverse a decision, restore data, approve an appeal, reinstate an account, transfer a number, honor a refund, or meet a deadline. The Client must maintain reasonable alternatives for functions critical to its business.
13.10 No Obligation to Support Client-Selected Technology
The Client may request use of a particular platform, plugin, tool, account, codebase, hosting provider, or integration, but Built for Business may decline or condition that request based on security, supportability, scope, cost, licensing, provider terms, technical compatibility, or strategic fit.
If Built for Business agrees to work with Client-selected technology, the Client bears the risks and direct costs associated with that technology, including defects, licensing, incompatibility, vendor support, updates, migration, and discontinuation. Built for Business may stop supporting it if continued support becomes unsafe, unlawful, materially burdensome, or inconsistent with the standard Service.
13.11 Experimental, Preview, and Beta Functions
Built for Business may make an experimental, preview, pilot, early-access, evaluation, or beta function available. Such a function may be incomplete, inaccurate, changed frequently, subject to reduced support, or discontinued at any time.
The Client uses an experimental function at its own risk and must not rely on it for emergency, regulated, safety-critical, or legally consequential activity. Experimental access does not obligate Built for Business to launch, maintain, support, or include the function in any future Service.
Built for Business may collect feedback and performance information concerning experimental functions and may impose additional terms or access limits.
13.12 AI Features Are Probabilistic
AI Features generate or assist with outputs using statistical and automated methods. Outputs may be inaccurate, incomplete, outdated, inconsistent, biased, offensive, nonunique, unsuitable, fabricated, or misleading. The same or similar prompt may produce different results, and different users may receive similar output.
Built for Business does not warrant that AI output is factually correct, legally compliant, original, noninfringing, confidential, fit for a particular purpose, or free from third-party resemblance. A provider may refuse a prompt, filter content, change a model, or modify output without Built for Business's control.
The Client must review AI output in light of its business, audience, facts, industry, location, laws, and risk before relying on it. Built for Business may review, edit, reject, regenerate, or publish in-scope AI-assisted materials using its professional judgment but is not required to manually verify every factual statement or output.
13.13 Human Review and High-Impact Decisions
The Client must not use AI Features as the sole basis for a decision concerning a person's credit, employment, housing, insurance, education, healthcare, legal rights, government benefit, safety, eligibility, or another materially consequential matter.
The Client is responsible for meaningful human review where appropriate, including verifying facts, professional claims, calculations, legal disclosures, licenses, prices, availability, customer commitments, and regulated information. The Client must promptly notify Built for Business of a known harmful or materially inaccurate automated result.
Built for Business does not provide legal, medical, accounting, financial, employment, insurance, or other licensed professional advice through an AI Feature.
13.14 AI Output and Third-Party Rights
AI output may not qualify for copyright or may not be exclusive. An output may resemble content created for another person or content in a provider's training or reference materials. Built for Business cannot guarantee that a registry or court will recognize ownership, that an output is available for trademark use, or that another person will not independently create something similar.
The Client must not use AI output to impersonate a real person, fabricate an endorsement, create a deceptive synthetic media presentation, violate publicity or privacy rights, or make an unlawful claim. Built for Business may label, alter, remove, or refuse AI output where disclosure, consent, or risk concerns arise.
Ownership and contractual use rights in AI-Generated Materials are governed by Section 12.
13.15 Search, Map, Answer-Engine, and Platform Volatility
Search engines, map services, answer engines, directories, social platforms, and other discovery systems use proprietary and changing algorithms, data, personalization, location signals, competition, quality systems, moderation, and business rules. Results may vary by user, device, account, location, language, history, time, query, interface, experiment, and provider.
Except for the expressly defined 90-Day Visibility Guarantee, Built for Business does not guarantee any ranking, placement, recommendation, citation, map position, indexing status, traffic volume, impression count, click count, lead count, conversion, revenue, or duration of visibility. A result observed at one time, including a qualifying Day 90 result, may later change or disappear.
SEO and AEO are ongoing efforts, not ownership of a ranking or recommendation. Built for Business is not responsible for an algorithm update, competitor conduct, platform experiment, profile suspension, changed interface, AI response variation, data-source error, or other external condition.
13.16 Advertising and Marketing Results Generally
Unless a specific Service Agreement contains an express written guarantee with defined eligibility, measurement, timing, and remedy, Built for Business does not guarantee leads, qualified leads, sales, appointments, revenue, return on advertising spend, profitability, cost per acquisition, conversion rate, reach, or other advertising or marketing result.
Results depend on factors outside Built for Business's control, including budget, competition, auction conditions, seasonality, pricing, reputation, reviews, market demand, location, business hours, offer quality, sales response time, follow-up, staffing, customer experience, licensing, platform decisions, and Client interference.
An estimate, projection, target, forecast, model, prior result, case study, or sales statement is not a guarantee unless the applicable signed Service Agreement expressly calls it a guarantee and states the exclusive remedy.
13.17 Leads Are Not Guaranteed Customers
A lead, inquiry, message, call, appointment request, form submission, or other contact may be incomplete, mistaken, fraudulent, duplicated, spam, outside the service area, unreachable, unqualified, or not ready to purchase. Built for Business does not guarantee that a lead is genuine or will answer, attend, purchase, pay, remain a customer, or produce profit.
The Client is responsible for timely response, qualification, pricing, sales conduct, scheduling, customer service, licensing, contracting, fulfillment, collection, refunds, and legal compliance. Built for Business is not responsible for lost opportunity caused by the Client's delayed or inadequate follow-up, unavailable staff, poor sales process, service quality, price, reputation, or capacity.
13.18 Website, Hosting, and Internet Availability
Unless a signed Service Agreement expressly provides a service-level agreement, the Website, Portal, hosting, forms, integrations, and communications are provided without a guaranteed uptime, response time, recovery time, or error-free operation.
Maintenance, updates, attacks, provider outages, traffic spikes, domain issues, DNS changes, certificates, third-party scripts, carrier failures, Internet routing, browser changes, and Client or third-party modifications may affect availability. Built for Business may perform planned or emergency maintenance without advance notice when reasonably necessary.
Included backups, security measures, and monitoring reduce risk but do not eliminate it. The Client must maintain reasonable business-continuity plans and alternative contact methods.
13.19 Meetings, Support, and Response Channels
Built for Business may offer recurring check-ins, Client Success outreach, strategy conversations, or meetings as part of relationship management. Unless the applicable Service Agreement expressly guarantees a particular meeting, such meetings are scheduled as reasonably useful, needed, and mutually available and are not a fixed monthly Deliverable.
Built for Business may initiate outreach and give the Client an opportunity to meet, but it is not responsible when the Client is unavailable, does not respond, cancels, lacks a necessary participant, or declines. A missed or unnecessary meeting does not create a refund, credit, extension, or breach if the underlying Services continue.
Support response methods and timing may vary by issue, severity, work queue, staffing, provider dependency, and Service. A response target is not a guaranteed resolution time unless expressly stated.
The specific Website-change completion commitment in Section 5.21 and Signature CRM substantive-response commitment in Section 13.26 control over the general response and availability statements in Sections 13.18 and 13.19. They do not establish an uptime service level or a CRM feature-completion deadline.
13.20 Compliance Tools Are Not Compliance Guarantees
Built for Business may offer consent fields, opt-out tools, privacy links, accessibility features, security settings, message templates, cookie tools, disclosures, or other compliance-oriented functionality. These tools assist implementation but do not establish that the Client's overall business, Website, communications, content, data processing, or regional practices comply with law.
The Client must obtain advice from qualified counsel and other professionals appropriate to its industry and jurisdiction. Built for Business does not monitor every legal change, inspect every Client practice, or warrant that a default tool, setting, or template satisfies every requirement.
13.21 No Professional, Fiduciary, or Employment Relationship
Built for Business provides business, marketing, implementation, technology, and operational services. It does not act as the Client's lawyer, accountant, fiduciary, broker, financial advisor, insurer, employment professional, medical professional, compliance officer, or regulated telecommunications carrier unless a separate signed agreement expressly states otherwise.
The Client remains responsible for business decisions and for obtaining professional advice. No access to Client accounts, data, budgets, communications, or strategy creates a fiduciary duty. Built for Business is an independent contractor and may exercise contractual discretion for Service performance without becoming the Client's employee, partner, joint venturer, or general agent.
13.22 Client Review and Duty to Report Issues
The Client has access to review public Website content, Portal data, messages, reports, connected accounts, and other available outputs. The Client must reasonably inspect material outputs and report a known factual error, unauthorized change, legal concern, security issue, or harmful result promptly.
Built for Business may correct an issue using its professional judgment and does not need separate approval for an ordinary correction within scope. If the Client allows a known issue to continue without timely notice, Built for Business is not responsible for avoidable Losses that reasonable notice could have prevented.
Client review does not transfer ownership of Company Materials or make Built for Business a guarantor of every item the Client did not notice.
13.23 Service-Specific Guarantees Are Exclusive and Narrow
Any guarantee applies only to the exact Service, metric, conditions, test, time period, eligibility requirements, and remedy stated in the applicable Service Agreement and these Terms. A guarantee does not imply that another outcome is guaranteed, does not extend to another Service, and does not create a general performance warranty.
Guarantee remedies are exclusive to the maximum extent permitted by law. A refund under one Service does not refund another Service, third-party charge, Messaging Credit, advertising spend, pass-through cost, tax, or separately purchased item unless the guarantee expressly includes it.
13.24 Disclaimer of Warranties
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, PORTAL, WEBSITE, HOSTING, MESSAGING, AI FEATURES, CONTENT, DELIVERABLES, THIRD-PARTY INTEGRATIONS, DATA FUNCTIONS, REPORTS, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE," SUBJECT ONLY TO THE EXPRESS OBLIGATIONS AND EXPRESS GUARANTEES STATED IN THE AGREEMENT.
BUILT FOR BUSINESS DISCLAIMS ALL IMPLIED, STATUTORY, AND OTHER WARRANTIES, REPRESENTATIONS, CONDITIONS, AND DUTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, DATA INTEGRITY, SYSTEM INTEGRATION, RESULTS, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, SALES MATERIAL, OR PRIOR EXPERIENCE.
BUILT FOR BUSINESS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, FREE OF HARMFUL COMPONENTS, COMPATIBLE WITH EVERY SYSTEM, LEGALLY SUFFICIENT FOR EVERY CLIENT, OR CAPABLE OF PRODUCING A PARTICULAR BUSINESS RESULT. NO ORAL OR INFORMAL STATEMENT CREATES A WARRANTY OR GUARANTEE.
Some jurisdictions do not permit exclusion of particular warranties. In that event, the exclusion applies to the fullest extent permitted, and any nonwaivable warranty is limited to the shortest duration and narrowest scope permitted by law.
13.25 No Expansion Through Sales or Support Statements
A proposal, demonstration, presentation, estimate, roadmap, support response, WhatsApp message, meeting statement, marketing page, testimonial, or example does not expand the Service, create a guarantee, or override the Agreement unless incorporated through the amendment process in Section 3.
The Client acknowledges that results, features, and methods shown for another customer or prior period may not be available or appropriate for the Client. Headings, summaries, friendly explanations, and onboarding materials aid understanding but do not replace the operative terms.
13.26 Signature CRM Feature Request Workflow
Applicability and unlimited requests. This Section applies only during an active Signature CRM Service purchased under a Signature CRM Services Agreement. The Client may propose unlimited feature ideas and submit eligible Signature CRM Feature Requests, with no predetermined numerical monthly or lifetime cap. Ordinary eligible new functions and refinements within the purchased request service are included even if not individually named in the initial implementation list. The agreed covered business, workflows, supported environment, user and usage allowances, security requirements, and other documented service boundaries continue to apply. Unlimited requests do not mean concurrent active requests, unlimited completed work at once, or a guaranteed development or completion period.
Portal submission and one active request. Submit each request through the designated Signature CRM feature-request form in the Portal, with a clear business purpose, requested behavior, relevant examples, and the information and access reasonably needed to evaluate it. A WhatsApp message, email, text, call, meeting comment, or another informal communication does not enter the request queue or start its response clock unless Built for Business records it in the designated Portal workflow and confirms that staff conversion to the Client. For a converted request, receipt is when the complete Portal record and required information are available. Only one Signature CRM Feature Request may be active at a time. The Client may submit the next immediately after the active request is completed, withdrawn, rejected with a substantive explanation, or otherwise resolved; no fixed cooldown applies. A wishlist or shared roadmap does not create extra active queue positions or turn its entries into accepted deliverables.
One reasonably simple function. Each request must seek one reasonably simple new business function or one discrete addition, refinement, or change to an existing CRM feature. The relevant unit is a business capability, not the number of programming functions or internal technical steps used to implement it. Examples may include one limited tool or action, one discrete field or view change, or one focused notification or routing refinement. Eligibility depends on actual complexity, effort, dependencies, security, and supportability, not the length of the request or the Client's label. One request may not bundle independent functions, a checklist of features, a robust multi-function system, a substantial new module or architecture, or a larger implementation project merely by calling it one feature.
Sequential development and scope. Related, independently usable simple functions may be evaluated and developed sequentially toward a legitimate CRM objective; sharing a broader goal does not alone make them an ineligible bundle. Built for Business may help separate a multi-function request into individually evaluated requests or propose an agreed plan for a larger project. It may assess related requests together when necessary to prevent evasion of an express exclusion, security limit, purchased allowance, or other documented service boundary. This rule does not remove an initial-scope deliverable or separately approved larger project. A new idea is not automatically chargeable merely because it adds functionality or was not listed at initial implementation. Work genuinely outside this request service, substantial new systems, unsupported dependencies, or additional material charges require the authorization or formal Amendment specified elsewhere in the Agreement before that additional paid work begins.
Substantive response within three Business Days. Built for Business will provide a substantive response within three Business Days after receiving a complete request through the designated Portal form. It may not postpone that deadline merely by delaying internal acceptance, assignment, or scope classification. The response must communicate meaningful progress or a start of work with a next step, ask for specific necessary clarification or information, or give a reasoned scope, eligibility, feasibility, or proposed-plan answer. An automated receipt or generic acknowledgment alone does not satisfy this commitment. For an incomplete, bundled, blocked, or ineligible Portal submission, Built for Business will identify the material issue and needed next step within three Business Days after receipt rather than leaving it unclassified indefinitely.
Response versus completion and dependencies. The three-Business-Day commitment is for a substantive response or status, clarification, or scope update; it is not a promise to finish the feature within three Business Days. Development, testing, and deployment timing depends on the actual function, agreed priorities, Client cooperation, and genuine technical, provider, security, or legal dependencies. Built for Business will identify material blockers and the next step in its update; a prerequisite pause does not excuse the initial explanation required above. After a clock has started, a permitted pause lasts only while missing Client information, access, decisions, or a genuine dependency prevents the relevant work or response, plus reasonable remobilization time under the Agreement. Once the needed item is received, the applicable response period begins or resumes rather than resetting for information already supplied. The Business Day and receipt rules in Section 2 apply, including Pacific Time, exclusion of the receipt date, and the 11:59 p.m. deadline on the final applicable Business Day.
Other commitments preserved. This request workflow does not alter the Service Agreement's Fees, included initial setup or implementation, initial-feature launch and billing trigger, acceptance testing, material-conformity commitment, training, data rights, cancellation, or other service-specific obligations. It does not create a new monetary penalty, refund guarantee, or business-result promise. Those matters remain governed by their applicable provisions and the Agreement's priority and amendment rules.
13.27 Continuing Effect
The provisions of this Section concerning Service evolution, operational discretion, third-party systems, Platform Terms, AI Features, result limitations, warranty disclaimers, Client monitoring, request-workflow commitments already accrued, and risk allocation survive cancellation, nonrenewal, suspension, expiration, or termination to the extent necessary to address prior Services, continuing use, a claim, or an accrued right.
14. CLIENT REPRESENTATIONS, BUSINESS AND REGULATORY RESPONSIBILITY, INDEMNIFICATION, AND DEFENSE
14.1 Continuing Client Representations
The Client makes the representations and warranties in this Section on the Effective Date and continuously while any Service, access right, transition, export, hosting, or post-termination obligation remains active. The Client must promptly notify Built for Business if a representation becomes inaccurate, incomplete, misleading, or no longer supportable.
Built for Business may rely on the Client's representations without independently verifying every fact. Built for Business's awareness of a circumstance, assistance with a process, review of materials, publication of content, or failure to object does not waive the representation or transfer the Client's responsibility.
14.2 Entity Status, Authority, and Business Use
The Client represents and warrants that:
- it is a validly existing business, professional practice, nonprofit, governmental entity, sole proprietorship, or other legally recognized organization authorized to conduct its activities;
- it is obtaining the Services primarily for business or commercial purposes and not primarily for personal, family, or household purposes;
- the person accepting the Agreement is at least eighteen years old, has reviewed the Agreement, and has actual authority to bind the Client;
- no additional board, member, shareholder, partner, franchisor, licensor, employer, governmental, or third-party approval is required for the Client to enter into and perform the Agreement, or all such approval has been obtained;
- entering into and performing the Agreement does not violate another contract, court order, organizational document, policy, or legal duty applicable to the Client; and
- information supplied about the Client's identity, ownership, billing, location, authority, and business is accurate and not intended to conceal another person or prohibited activity.
If a person accepts for an entity without authority, that person may be personally responsible to the extent permitted by Applicable Law for resulting Losses, without limiting Built for Business's rights against the purported Client.
14.3 Lawful Business and Proper Licensing
The Client represents and warrants that its business, products, services, offers, pricing, contracts, advertising, communications, fulfillment, and customer practices are lawful in every location in which it operates or targets customers.
The Client must obtain and maintain all licenses, permits, registrations, bonds, insurance, professional credentials, certifications, disclosures, authorizations, and approvals required for its business and advertised services. It must not ask Built for Business to promote a service it is not lawfully authorized, qualified, equipped, or prepared to perform.
Built for Business may request evidence of compliance and may suspend or remove a claim, service, offer, location, or campaign if evidence is not timely provided. Built for Business does not become responsible for the Client's licensing or business legality by requesting, reviewing, or not requesting documentation.
14.4 Client Products, Services, and Customer Relationships
The Client is solely responsible for the products and services it offers and for all customer-facing activity after a lead or customer contacts the Client. This includes consultation, advice, estimates, pricing, contracts, scheduling, safety, professional standards, workmanship, fulfillment, delivery, staffing, customer service, warranties, refunds, collections, taxes, complaints, disputes, and regulatory obligations.
Built for Business does not inspect or warrant the Client's work, premises, personnel, qualifications, inventory, capacity, claims, or customer treatment. The Client must not represent that Built for Business endorses, certifies, supervises, guarantees, or is responsible for the Client's products or services.
The Client is responsible for deciding whether to accept, reject, qualify, contact, contract with, or serve a lead. Built for Business is not a party to a transaction between the Client and its lead or customer.
14.5 Accuracy and Substantiation of Business Information
The Client represents and warrants that all information it provides or approves is truthful, current, complete, and supported by evidence where substantiation is legally required. This includes business names, locations, hours, service areas, licenses, years in business, experience, qualifications, prices, discounts, availability, guarantees, reviews, testimonials, ratings, affiliations, comparative claims, health or safety claims, financial claims, before-and-after claims, and performance statements.
The Client must promptly correct changed or inaccurate information. Built for Business may make ordinary factual, grammatical, structural, and optimization edits without approval but is entitled to rely on the Client for the underlying truth and substantiation.
The Client may not provide a fabricated review, undisclosed paid endorsement, misleading testimonial, manipulated result, false scarcity statement, or material omission.
14.6 Responsibility for Website and Regional Compliance
The Client is responsible for identifying and satisfying laws and standards applicable to its Website, business, location, audience, industry, and data practices. Depending on the circumstances, these may concern accessibility, privacy, cookies and tracking, consumer notices, automatic renewals, refunds, professional advertising, licensing, pricing, warranties, endorsements, intellectual property, children's data, healthcare, finance, employment, housing, insurance, and regional disclosures.
Built for Business may implement reasonable technical elements or templates but does not provide a legal compliance opinion or warrant that the Website is compliant in every jurisdiction. The Client must consult qualified local counsel or the relevant authority and must provide specific legally required language, policies, functionality, and instructions.
Built for Business may refuse, remove, modify, or suspend content or functionality it reasonably believes creates compliance risk without first obtaining Client approval.
14.7 Responsibility for Communications, Consent, and Leads
The Client represents and warrants that it has a lawful basis and all required consent to collect, import, use, contact, call, text, email, automate communications to, and otherwise process information concerning each lead, customer, employee, or other person in the Service.
The Client is responsible for do-not-call compliance, quiet hours, revocation, opt-outs, identity disclosures, message content, frequency, recordkeeping, lead-source diligence, and other communications duties described in Section 10. The Client must not attribute consent to Built for Business merely because the Service can technically send a communication.
If Built for Business assists with a form, consent disclosure, keyword, template, registration, or workflow, the Client remains responsible for obtaining legal review and operating the process consistently with the representation made to recipients.
14.8 Responsibility for Client Data and Privacy
The Client represents and warrants that it has given required notices, obtained required permissions, and established a lawful basis for all Client Data supplied to or processed through the Services. It must honor data-subject rights and must not direct Built for Business to collect, use, retain, combine, or disclose Personal Information unlawfully.
The Client is responsible for avoiding restricted data, maintaining independent records, and complying with the data and security obligations in Section 11. A provider's acceptance of data or a system's technical ability to store it does not establish that processing is lawful.
14.9 Responsibility for Client Materials and Instructions
The Client repeats and incorporates the representations in Section 12 concerning Client Materials, third-party rights, testimonials, releases, claims, and instructions. The Client is responsible for every material, credential, access grant, data set, account, list, image, recording, statement, request, and instruction it supplies or authorizes.
If Client Personnel or an Authorized User gives an instruction within apparent authority, Built for Business may rely on it until the Client provides effective written notice that authority has changed. The Client bears the risk of conflicting, mistaken, incomplete, or unauthorized internal instructions unless Built for Business knew the person lacked authority.
14.10 Client Accounts, Payment Methods, and Third-Party Relationships
The Client is responsible for its Client-owned accounts, administrator access, recovery methods, direct provider agreements, Platform Terms, and payment methods. It must monitor account activity and provider charges and promptly report a suspected error, compromise, or unauthorized action.
Where a provider charges the Client directly, the financial relationship is between the Client and that provider. Built for Business is not the seller or recipient of the provider's charge merely because it manages or configures the account. The Client remains responsible for provider payment disputes, account debt, chargebacks, taxes, credits, refunds, and billing settings.
The Client must not revoke necessary access, remove Built for Business's manager role, change critical configurations, or allow another provider to interfere without accepting the resulting risk to performance, deadlines, and guarantees.
14.11 Authorized Users and Client Personnel
The Client is responsible for its owners, officers, employees, contractors, agents, Authorized Users, affiliated personnel, and any other person who accesses or affects the Services through the Client. Their acts and omissions are treated as the Client's acts and omissions to the extent permitted by law.
The Client must train its personnel, limit access, maintain accurate authority designations, and promptly remove users who no longer require access. A dispute within the Client's organization does not require Built for Business to determine ownership or authority beyond reasonable documentation, and Built for Business may suspend access until the dispute is resolved.
14.12 No Evasion or Abuse
The Client represents and warrants that it will not use the Services to evade law, provider enforcement, registration, account suspension, licensing, sanctions, geographic restrictions, consumer rights, or another agreement. It will not conceal beneficial ownership, misstate an industry, rotate brands or domains to avoid review, use another person's identity, or direct Built for Business to make a false submission.
Built for Business may take immediate protective action based on a reasonable concern without waiting for final proof or Client approval.
14.13 Sanctions, Export, and Anti-Corruption Compliance
The Client represents and warrants that it and its controlling persons are not prohibited from receiving the Services under applicable sanctions, export-control, anti-money-laundering, or anti-corruption laws. The Client must not use the Services for a prohibited country, person, end user, end use, transaction, or item.
The Client must not offer, promise, authorize, request, or provide an improper payment, gift, kickback, or thing of value through or in connection with the Services. Built for Business may conduct reasonable screening and may suspend or terminate upon a compliance concern.
14.14 Taxes and Government Charges
The Client is responsible for taxes, duties, levies, assessments, permits, and governmental charges arising from the Client's business, sales, employees, customers, advertising, communications, products, or services. Built for Business's collection or noncollection of a tax on its own Fees does not make it responsible for the Client's tax treatment or filings.
The Client must provide valid exemption documentation before a charge if it claims an exemption. The Client is responsible for taxes or penalties arising from inaccurate exemption information or its own transaction reporting.
14.15 Client Insurance and Risk Management
The Client must maintain insurance required by law and commercially reasonable for its industry, size, services, workforce, data, communications, and risks. Appropriate coverage may include general liability, professional liability, cyber liability, errors and omissions, workers' compensation, commercial automobile, property, and industry-specific coverage.
Built for Business's insurance does not cover the Client's business, products, services, customers, premises, personnel, content, data, or regulatory obligations. Upon a material risk concern, Built for Business may request reasonable evidence of required insurance.
14.16 Client Indemnification Obligation
To the maximum extent permitted by Applicable Law, the Client will defend, indemnify, and hold harmless Built by Shah LLC, its dba Built for Business, its affiliates, licensors, providers, subcontractors, and each of their owners, members, officers, directors, managers, employees, contractors, agents, successors, and permitted assigns, collectively the "Company Indemnified Parties," from and against Losses arising out of or relating to a third-party claim, customer claim, regulatory inquiry, governmental action, provider demand, or other external proceeding concerning:
- the Client's business, products, services, premises, advice, pricing, contracts, customer relationships, fulfillment, acts, or omissions;
- Client Materials, Client Data, the Client's accounts, or instructions supplied by or for the Client;
- an allegation that Client Materials or their authorized use infringes, misappropriates, or violates Intellectual Property Rights, privacy rights, publicity rights, confidentiality duties, contract rights, or other rights;
- the Client's collection, purchase, import, use, disclosure, or processing of data or leads;
- calls, texts, messages, emails, advertising, automations, consent, opt-outs, do-not-call compliance, or other communications for the Client;
- the Client's Website, regional, industry, accessibility, privacy, cookie, consumer-protection, licensing, endorsement, or advertising compliance;
- a claim made by the Client's customer, lead, employee, contractor, franchisee, affiliate, licensor, or business partner;
- the Client's or an Authorized User's breach of the Agreement, Platform Terms, or Applicable Law;
- fraud, willful misconduct, negligence, unauthorized access, abuse, or security failure by the Client or a person for whom the Client is responsible;
- a Client or third-party modification, override, interference, or use outside the Agreement;
- a direct provider charge, account debt, tax, assessment, chargeback, refund, or payment dispute for which the Client is responsible; or
- a false, inaccurate, incomplete, or misleading Client representation.
The Client has no duty under this Section to indemnify a Company Indemnified Party to the extent a final binding determination finds that the specific Loss was directly caused by that Company Indemnified Party's fraud, willful misconduct, or gross negligence and Applicable Law prohibits indemnification for that conduct.
14.17 Scope of Defense and Reimbursement
The duty to defend applies when a covered allegation is asserted, even if the allegation is ultimately unproven, subject to adjustment if a final allocation shows part of the matter was not covered. The indemnity includes reasonable attorneys' fees, expert fees, investigation costs, regulatory response costs, settlements, judgments, penalties and fines to the extent legally indemnifiable, remediation costs, notice costs, and other covered Losses.
Built for Business may require the Client to reimburse covered defense costs as incurred or to fund a reasonable defense reserve when a material covered claim exists. Payment of defense costs does not determine ultimate liability and will be adjusted if a final determination allocates responsibility differently.
14.18 Indemnification Procedure
Built for Business will provide reasonably prompt written notice of a covered claim after becoming aware of it. Delay in notice reduces the Client's obligation only to the extent the Client proves it was materially prejudiced by the delay.
The Client may control the defense using qualified counsel reasonably acceptable to Built for Business if the Client promptly confirms coverage, remains current in funding the defense, and the claim does not create a material conflict of interest, criminal exposure, regulatory licensing risk, risk to Company Materials, or risk to another customer. Built for Business may participate with counsel of its choice at its own expense, except the Client must pay separate counsel costs when a material conflict reasonably requires separate representation.
The Client may not settle a claim without Built for Business's prior written consent if the settlement:
- admits wrongdoing by a Company Indemnified Party;
- requires payment, action, restriction, disclosure, or ongoing obligation by a Company Indemnified Party;
- fails to give the Company Indemnified Parties a complete and unconditional release;
- affects Company Materials, another customer, provider relationship, reputation, or regulatory status; or
- includes confidentiality or public-statement terms binding a Company Indemnified Party.
Consent will not be unreasonably withheld for a fully funded monetary settlement that includes a complete release and no adverse admission or obligation.
14.19 Cooperation in Covered Matters
The parties will reasonably cooperate in the defense of a covered matter, including preserving records, providing relevant information, making knowledgeable personnel reasonably available, and avoiding actions that materially impair the defense.
The Client must not destroy evidence, contact a claimant on Built for Business's behalf, admit liability for Built for Business, or make a public statement purporting to bind Built for Business. The Client will reimburse reasonable out-of-pocket cooperation costs incurred by a Company Indemnified Party for a claim subject to Client indemnification.
14.20 Built for Business's Limited Company-Materials Infringement Remedy
Subject to this Section and the limitation-of-liability provisions, if an unaffiliated third party asserts a claim against the Client alleging that the Client's authorized use of Built for Business's unmodified proprietary Portal or an expressly identified Built for Business Deliverable directly infringes that third party's United States copyright or trademark, Built for Business may, at its option:
- obtain the right for the Client to continue the authorized use;
- modify or replace the challenged item with a reasonably comparable noninfringing item;
- require the Client to stop using the challenged item and provide a reasonable substitute; or
- terminate the affected portion of the Service and provide any refund of prepaid, unused core recurring Fees that Built for Business determines is required under the Agreement.
Built for Business may control the response and defense if it elects to defend. The Client must give prompt written notice, allow control, provide reasonable cooperation, and not admit liability or settle without consent.
This Section states the Client's exclusive remedy for a covered Company-Materials infringement claim.
14.21 Exclusions From the Limited Infringement Remedy
Built for Business has no obligation under Section 14.20 for a claim arising from or related to:
- Client Materials, Client Data, Client instructions, or a design or specification supplied by the Client;
- AI-Generated Materials, stock materials, open-source materials, or other Third-Party Services or third-party content;
- modification by a person other than Built for Business;
- combination with an item, system, data set, or process not supplied or approved by Built for Business where the claim would not otherwise exist;
- use outside the Agreement, after the Service ends, or after notice to stop;
- a Client-owned account, product, service, offer, mark, domain, or business practice;
- a claim that could have been avoided by using an update, replacement, or instruction made available by Built for Business; or
- a jurisdiction, theory, patent claim, trade-secret claim, or other right not expressly included in Section 14.20.
The Client remains responsible for any excluded matter and for its obligations under Section 14.16.
14.22 No Other Indemnity or Defense Obligation
Except for the limited remedy expressly stated in Section 14.20 or a nonwaivable obligation under Applicable Law, Built for Business has no duty to defend, indemnify, reimburse, or hold harmless the Client or another person from a third-party claim, provider action, governmental inquiry, or Loss.
No sales statement, support assistance, provider submission, shared counsel, claim discussion, or voluntary cooperation creates an indemnity obligation not stated in the Agreement.
14.23 Indemnity Is Independent and Cumulative
The Client's indemnification duties are independent of its other obligations and are not limited by insurance, a guarantee, cancellation, suspension, termination, Website buyout, data export, or the nature of the underlying claim. They apply to conduct occurring during the Agreement even if the claim is asserted later.
Indemnification does not prevent Built for Business from pursuing direct damages or another remedy for the Client's breach, subject to the Agreement's prohibition against duplicative recovery.
14.24 Continuing Effect
The representations, warranties, business responsibilities, defense obligations, indemnification duties, procedures, exclusions, and related rights in this Section survive cancellation, expiration, nonrenewal, suspension, transfer, buyout, or termination for conduct, claims, obligations, or Losses arising before or after the end of the Agreement to the extent based on a prior act, omission, use, or relationship.
15. LIMITATION OF LIABILITY, EXCLUDED DAMAGES, CLAIM LIMITS, AND RISK ALLOCATION
15.1 Purpose and Material Allocation of Risk
The parties are independent businesses capable of allocating commercial risk. The Fees, guarantees, remedies, warranty disclaimers, indemnities, and other terms were structured in reliance on the limitations in this Section. Built for Business would charge materially different Fees or might not provide the Services without these limitations.
This Section is intended to allocate risk, not to excuse conduct that cannot lawfully be limited. It applies to the maximum extent permitted by Applicable Law and will be interpreted to preserve the broadest lawful protection even if a particular limitation cannot be enforced as written.
15.2 Exclusion of Indirect and Consequential Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BUILT FOR BUSINESS AND THE COMPANY INDEMNIFIED PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, ENHANCED, MULTIPLE, OR RELIANCE DAMAGES ARISING OUT OF OR RELATING TO THE AGREEMENT OR SERVICES, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
This exclusion applies regardless of the legal or equitable theory asserted, including contract, warranty, indemnity, negligence, strict liability, misrepresentation, restitution, statute, or tort.
15.3 Specific Excluded Losses
Without limiting Section 15.2, Built for Business and the Company Indemnified Parties are not liable, to the maximum extent permitted by law, for:
- lost profits, revenue, sales, income, savings, margin, return on investment, financing, or business opportunity;
- lost, missed, delayed, unqualified, duplicated, fraudulent, or unrecoverable leads, calls, messages, form submissions, appointments, customers, or transactions;
- loss of goodwill, reputation, ratings, reviews, market position, customer relationships, or anticipated advantage;
- business interruption, downtime, delay, loss of use, loss of productivity, or cost of substitute services;
- loss, corruption, deletion, disclosure, unavailability, or restoration of data, messages, content, credentials, configurations, or records;
- advertising spend, media spend, provider charges, carrier charges, platform fees, Messaging Credits, wallet balances, taxes, payment-processing charges, or other amounts paid to or for a third party;
- algorithm changes, ranking changes, recommendation changes, account suspensions, provider enforcement, platform decisions, carrier filtering, or Third-Party Service events;
- Client refunds, chargebacks, credits, discounts, penalties, fines, assessments, settlements, or customer compensation;
- cost of recreating a Website, campaign, account, workflow, integration, file, data set, or business process;
- a claim arising from the Client's products, services, advice, personnel, customer relationship, legal compliance, or business conduct; or
- any loss that the Client could reasonably have avoided through timely review, backup, export, monitoring, payment, security, response, notice, mitigation, or compliance with the Agreement.
An excluded loss remains excluded whether characterized as direct, indirect, consequential, expectation, reliance, restitutionary, or another category, to the extent that exclusion is permitted by Applicable Law.
15.4 Aggregate Liability Cap
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF BUILT FOR BUSINESS AND ALL COMPANY INDEMNIFIED PARTIES, COLLECTIVELY, FOR ALL CLAIMS ARISING OUT OF OR RELATING TO AN AFFECTED SERVICE, THE AGREEMENT, OR THE PARTIES' RELATIONSHIP WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID TO BUILT FOR BUSINESS FOR THE SPECIFIC AFFECTED SERVICE DURING THE THREE CALENDAR MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.
If the event occurs before three calendar months of the affected Service have elapsed, the cap is limited to Fees actually paid to Built for Business for that affected Service before the event. The cap is not increased by amounts paid to third parties, advertising platforms, communications providers, payment processors, tax authorities, or other providers; by Messaging Credits or pass-through amounts; by refunds or credits already received; or by Fees for an unaffected Service.
The cap is one aggregate cap for all related and unrelated claims, events, claimants, theories, and remedies, not a separate cap per event, person, legal theory, request, Service component, or Company Indemnified Party. Payments, refunds, credits, offsets, settlements, or other monetary value provided by Built for Business for a claim reduce the remaining cap available for all claims arising from the same or related events.
15.5 Application to Data, Confidentiality, Security, and Intellectual Property Claims
Except to the extent Applicable Law expressly prohibits limitation, the excluded-damages provisions and aggregate liability cap apply to claims concerning data, privacy, security, confidentiality, Personal Information, Client Data, backups, deletion, exports, AI processing, intellectual property, third-party rights, account access, and provider conduct.
The limited Company-materials infringement remedy in Section 14 is subject to this Section. Built for Business does not accept a separate or higher liability cap merely because a claim is characterized as a data, confidentiality, security, infringement, statutory, or indemnification claim.
15.6 Application to Ordinary Negligence and Other Theories
To the maximum extent permitted by Applicable Law and in a transaction not affecting a legally protected public interest, this Section applies to claims alleging ordinary or simple negligence by Built for Business or a Company Indemnified Party, including negligent performance, supervision, configuration, publication, transmission, storage, security, or failure to act.
The Client knowingly accepts this allocation as part of a voluntary commercial transaction. The exclusion does not purport to waive liability for conduct that Applicable Law does not allow the parties to limit.
15.7 Legally Nonwaivable Matters
Nothing in the Agreement limits liability to the extent a final binding determination holds that limitation is prohibited by Applicable Law for the specific claim and conduct, including liability that cannot lawfully be limited for fraud, willful injury, willful misconduct, or gross negligence.
Any nonwaivable liability remains limited to the narrowest claim, remedy, damages, persons, and amount that Applicable Law requires. A carveout for nonwaivable liability does not remove limitations from a separable claim, ordinary negligence, another remedy, another person, or conduct for which limitation remains lawful.
15.8 Client Obligations Are Not Capped
The limitations benefiting Built for Business do not limit the Client's obligations to:
- pay Fees, provider charges, taxes, collection costs, or other amounts due;
- fund, defend, indemnify, or reimburse a Company Indemnified Party under Section 14;
- compensate for unauthorized access to or use of the Services or Company Materials;
- remedy infringement, misappropriation, confidentiality breach, privacy violation, fraud, abuse, or unlawful conduct by or attributable to the Client;
- pay for third-party spend or charges authorized through a Client-owned account; or
- comply with equitable relief, an arbitration award, or another obligation whose limitation would defeat its express purpose.
The Client's liability remains subject to any nonwaivable protection under Applicable Law.
15.9 No Personal Liability of Company Personnel
All Services are provided by or for Built by Shah LLC. To the maximum extent permitted by law, no owner, member, officer, director, manager, employee, contractor, agent, affiliate, or individual representative of Built for Business has personal liability to the Client for a claim arising out of or relating to the Agreement, the Services, or the parties' relationship.
The Client must bring any permitted monetary claim solely against Built by Shah LLC and not against an individual Company Indemnified Party. Each protected person is an intended third-party beneficiary of this Section and may enforce it.
15.10 One-Year Contractual Claim Period
To the maximum extent permitted by Applicable Law, the Client must commence any arbitration or other permitted proceeding against Built for Business within one year after the claim accrued. A legally mandatory discovery rule applies only to the extent it cannot be modified by contract. If Applicable Law does not permit the stated period, the shortest lawful period applies.
A support request, billing inquiry, refund request, informal complaint, demand letter, negotiation, mediation, or internal review does not toll or extend the period unless Built for Business expressly agrees in a signed writing or Applicable Law requires tolling.
This contractual claim period does not shorten Built for Business's time to collect amounts due, enforce ownership or confidentiality rights, seek indemnification, or pursue Client fraud or misuse, except where Applicable Law imposes a nonwaivable limit.
15.11 Duty to Mitigate and Give Prompt Notice
The Client must take reasonable steps to prevent and reduce Losses, including monitoring accounts, preserving records, maintaining backups and alternative communication methods, correcting inaccurate information, securing credentials, responding to leads, reporting issues promptly, and following remediation instructions.
Built for Business is not liable for Losses that reasonable mitigation would have prevented. If the Client seeks relief, it must provide prompt, reasonably detailed written notice and a reasonable opportunity for Built for Business to investigate and, where appropriate, cure, replace, reperform, suspend, or mitigate the affected function before the Client incurs avoidable expense.
15.12 Exclusive Remedies and No Duplicative Recovery
Where the Agreement provides a specific remedy for an event, including a guarantee refund, credit, reperformance, correction, replacement, suspension, buyout election, data export, or termination right, that remedy is exclusive to the maximum extent permitted by law.
The Client may not recover more than once for the same Loss or obtain both a refund and damages representing the refunded amount. Any refund, credit, insurance recovery, provider credit, avoided cost, mitigation, or third-party recovery must be applied to reduce a claimed Loss.
15.13 Third-Party Spend and Client-Controlled Funds
Money paid by the Client directly to an advertising platform, carrier, registrar, hosting provider, software provider, payment processor, or another third party is not received, held, or earned by Built for Business merely because Built for Business manages the associated account or Service.
Built for Business is not responsible for a provider's billing method, authorization hold, spend pacing, auction charge, overdelivery, tax, currency conversion, refund, credit, chargeback, account balance, or payment decision. The Client's remedy concerning funds paid directly to a provider lies with that provider, subject to the provider agreement, except to the limited extent a final binding determination establishes a direct, legally compensable Loss caused solely by Built for Business and not otherwise excluded or capped by the Agreement.
15.14 Multiple Services and Related Events
If a claim concerns more than one Service, liability will be allocated only to the Service most directly affected, or among affected Services in reasonable proportion if allocation is necessary. The Client may not multiply a cap by characterizing one course of conduct as multiple Services, events, claims, users, invoices, accounts, or legal theories.
Events arising from a common cause, related acts, continuing condition, series of omissions, provider incident, campaign, data set, integration, security event, or Client instruction are treated as one event occurring when the first related event occurred.
15.15 Assumption of Known Service Risks
The Client acknowledges the risks expressly described in the Agreement, including market uncertainty, platform control, AI error, ranking volatility, message filtering, provider outages, data loss, cybersecurity events, account enforcement, lead-quality variation, advertising auctions, and Client-side interference.
The Client voluntarily accepts those ordinary and inherent commercial risks and agrees that their occurrence, without a separate breach by Built for Business, does not create liability. This assumption does not waive a nonwaivable claim under Applicable Law.
15.16 Insurance and Benefit of Bargain
Each party is responsible for deciding what insurance to maintain for risks allocated to it. The availability or unavailability of insurance does not expand a contractual duty or liability cap.
The Client acknowledges that it may request a separately negotiated agreement with different risk allocation and pricing before acceptance, but that these Terms govern unless Built for Business agrees to a formal written amendment. The ordinary Service Fees do not include compensation for Built for Business assuming the Client's business, regulatory, third-party spend, lost-profit, data-archive, or consequential-loss risks.
15.17 Severability and Reformation of Liability Terms
Each exclusion, cap, limitation, remedy, claim period, and protected person in this Section is independent. If a tribunal determines that one provision is unenforceable, it must enforce the remaining provisions and reform the affected provision to the minimum extent necessary to make it lawful while preserving the intended allocation of risk.
The invalidity of a limitation for one claim or category does not invalidate it for another. Failure of an exclusive remedy does not invalidate the damages exclusions or aggregate cap unless Applicable Law requires that result.
15.18 Continuing Effect
This Section survives cancellation, expiration, nonrenewal, suspension, refund, Website buyout, transfer, or termination and applies to all claims based on Services, events, or relationships occurring before or after the end of the Agreement to the extent the claim relates to the Agreement or Services.
16. GOVERNING LAW, MANDATORY INDIVIDUAL ARBITRATION, CLASS WAIVER, JURY WAIVER, AND ORANGE COUNTY VENUE
16.1 Agreement to Resolve Disputes Through Binding Arbitration
PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES BUILT FOR BUSINESS AND THE CLIENT TO RESOLVE COVERED DISPUTES THROUGH FINAL AND BINDING INDIVIDUAL ARBITRATION RATHER THAN A LAWSUIT BEFORE A JUDGE OR JURY. IT ALSO WAIVES CLASS, COLLECTIVE, CONSOLIDATED, AND REPRESENTATIVE PROCEEDINGS TO THE MAXIMUM EXTENT PERMITTED BY LAW.
Except for the narrow court proceedings expressly permitted in this Section, Built for Business and the Client agree that every Dispute will be resolved exclusively by binding arbitration. Arbitration is the parties' sole adjudicative forum for a covered Dispute.
16.2 “Dispute” Is Construed Broadly
"Dispute" means any claim, controversy, demand, cause of action, disagreement, or proceeding between or involving the Client and a Company Indemnified Party arising out of or relating to:
- the Agreement, a Service Agreement, these Terms, an amendment, or their formation, interpretation, scope, performance, breach, enforcement, validity, termination, or enforceability;
- the Services, Portal, Website, messaging, hosting, data, AI Features, advertising, content, payments, accounts, guarantees, cancellation, or transition;
- a statement, omission, interaction, event, or relationship occurring before, during, or after the Agreement;
- a statutory, regulatory, contractual, tort, restitution, equitable, privacy, security, intellectual-property, misrepresentation, negligence, or other legal theory; or
- whether a claim must be arbitrated, except as expressly assigned to a court in this Section.
The term includes claims asserted by or against a party's affiliate, successor, assign, owner, Personnel member, or other Company Indemnified Party to the extent the claim relates to the parties' relationship. It includes claims that accrued before the Client accepted the Agreement and claims asserted after the Agreement ends.
16.3 Governing Substantive Law
The Agreement and every Dispute are governed by the laws of the State of California, without regard to conflict-of-law rules that would apply another jurisdiction's law, except that the Federal Arbitration Act governs the interpretation, enforceability, and administration of the arbitration agreement and preempts inconsistent state law to the extent applicable.
The United Nations Convention on Contracts for the International Sale of Goods does not apply. A statute or rule of another jurisdiction applies only to the extent it is nonwaivable and legally governs despite the parties' choice.
16.4 Required Notice of Dispute
Before starting arbitration, the complaining party must send a written "Notice of Dispute" to the other party. A Notice of Dispute to Built for Business must be sent both by email to the legal-notice email address and by nationally recognized delivery service or certified mail to the business notice address identified in the applicable Service Agreement or the then-current formal notice information provided under Section 17. A Notice of Dispute to the Client may be sent to the Client's notice email and business address in the Agreement.
The Notice of Dispute must include:
- the complaining party's full legal name, address, email, telephone number, and authorized representative;
- the applicable Client, Service Agreement, account, and Service;
- a detailed description of the facts, dates, communications, and legal basis of each claim;
- the specific relief and amount requested, including a good-faith calculation;
- copies of material supporting documents reasonably available to the complaining party; and
- the complaining party's personally signed certification that the notice is accurate and submitted in good faith for an individual dispute.
A demand sent only by WhatsApp, SMS, social media, ordinary support chat, telephone, or an informal meeting is not a Notice of Dispute.
16.5 Thirty-Day Informal Resolution Period
After a complete Notice of Dispute is received, the parties will attempt in good faith to resolve the Dispute for thirty calendar days before arbitration is filed. Either party may request a confidential telephone or video settlement conference attended by representatives with settlement authority.
Neither party is required to accept a settlement, disclose privileged material, or delay urgent protective action. If the parties agree in writing, they may extend the informal period or use nonbinding mediation.
Completion of the Notice of Dispute and informal-resolution process is a condition precedent to arbitration. If a party files prematurely, the arbitrator may stay or dismiss the matter without prejudice and may allocate the resulting costs. If a complete Notice of Dispute is timely submitted before a contractual limitation period expires, the limitation period is tolled during the thirty-day informal period and for ten calendar days afterward, solely for the noticed claims.
16.6 Arbitration Administrator and Rules
The arbitration will be administered by the American Arbitration Association, or "AAA," under its then-current Commercial Arbitration Rules and Mediation Procedures, including any expedited procedures that apply, as modified by the Agreement.
If AAA is unavailable or declines to administer the arbitration, the arbitration will be administered by JAMS under its then-current Comprehensive Arbitration Rules and Procedures. If both organizations are unavailable or decline, either party may ask a court identified in Section 16.18 to appoint a neutral arbitrator under the Federal Arbitration Act. The appointed arbitrator will apply the AAA Commercial Arbitration Rules to the extent reasonably practicable and consistent with the Agreement.
Consumer or employment rules do not apply because the Agreement is a business-to-business services agreement, unless an administrator or final binding decision requires otherwise under nonwaivable law.
16.7 One Neutral Arbitrator
The arbitration will be decided by one neutral arbitrator. The arbitrator should be a retired judge or an attorney with substantial experience in commercial contracts, technology, marketing, digital services, or business disputes.
The parties may agree on the arbitrator. If they do not agree within the administrator's selection period, the administrator will appoint the arbitrator under its rules. The arbitrator must disclose circumstances reasonably raising a question concerning impartiality and must remain neutral.
16.8 Seat, Legal Place, and Hearing Location
The legal seat and exclusive place of arbitration is Orange County, California. Any in-person hearing, deposition, inspection, or arbitration proceeding must occur in Orange County unless Built for Business agrees otherwise in writing or the arbitrator determines a different arrangement is required by nonwaivable law.
Built for Business may elect that conferences, procedural hearings, testimony, or the final hearing occur remotely by secure video or telephone when reasonably efficient. A remote proceeding does not change the legal seat or exclusive venue. The arbitration will be conducted in English.
16.9 Delegation of Arbitrability Questions
The arbitrator, and not a court, has exclusive authority to decide all questions concerning the formation, interpretation, applicability, scope, validity, and enforceability of the arbitration agreement, including whether a claim is arbitrable and whether a condition precedent was satisfied.
Notwithstanding the foregoing, a court may decide whether the class-action waiver in Section 16.14 is enforceable and may grant the limited court relief expressly permitted in Section 16.17. The parties intend this delegation to be clear and unmistakable and independently enforceable.
16.10 Arbitration Procedures and Efficient Case Management
The arbitrator will manage the proceeding to achieve a fair, focused, and commercially reasonable resolution. The arbitrator may establish deadlines, limit duplicative or disproportionate discovery, require issue narrowing, protect confidential information, permit remote appearances, decide dispositive motions, exclude cumulative evidence, and allocate costs caused by unreasonable conduct.
Discovery must be proportionate to the amount and issues genuinely in dispute. Unless the arbitrator finds good cause, discovery should focus on nonprivileged documents and testimony directly relevant to the pleaded claims and defenses. The Agreement does not require production of another customer's information, privileged material, trade secrets beyond what is strictly necessary, source code, system prompts, security-sensitive information, or disproportionate electronically stored information without an appropriate protective order.
The arbitrator is not bound by formal rules of evidence but must provide each party a reasonable opportunity to present material evidence and argument.
16.11 Authority and Limits of the Arbitrator
The arbitrator may award any individual remedy that a court could lawfully award for the particular claim, subject to the Agreement's guarantees, exclusive remedies, warranty disclaimers, damages exclusions, liability cap, claim period, and other enforceable limitations.
The arbitrator may not:
- modify the Agreement or create a Service, guarantee, refund, ownership right, or obligation the parties did not agree to;
- award relief for or against a person who is not a party to the individual arbitration, except an intended beneficiary properly joined with consent;
- conduct a class, collective, consolidated, mass, coordinated, private-attorney-general, or representative arbitration;
- combine separate clients' or claimants' disputes without the written consent of all parties; or
- disregard an enforceable contractual limitation because the arbitrator believes a different allocation would be fairer.
The arbitrator may grant temporary or permanent equitable relief on an individual basis where authorized by law and the Agreement.
16.12 Written Reasoned Award and Finality
The arbitrator will issue a written, reasoned award that identifies the claims decided, material findings, relief, and allocation of arbitration costs. The award is final and binding, subject only to the limited review and vacatur grounds provided by the Federal Arbitration Act or another nonwaivable law.
Judgment on the award may be entered in any court with jurisdiction, including the courts identified in Section 16.18. The parties waive any appeal or review beyond that legally available for a binding arbitration award.
16.13 Arbitration Fees, Costs, and Attorneys' Fees
The party initiating arbitration must pay the initial filing fee. The parties will share administrator and arbitrator compensation equally as billed, unless the administrator's rules, a written settlement, the arbitrator, or nonwaivable law requires a different allocation. A party may advance another party's share without waiving reimbursement.
Each party will initially bear its own attorneys' fees, expert fees, and internal costs. The arbitrator may award reasonable attorneys' fees, arbitration fees, costs, collection expenses, and other amounts to the prevailing party where the Agreement or Applicable Law permits, and may allocate costs based on the parties' relative success and conduct.
Built for Business may recover reasonable fees and costs incurred to collect overdue amounts, protect Company Materials or Confidential Information, enforce the arbitration agreement, confirm an award, or obtain relief for a Client breach, to the extent permitted by law. Any provision allowing one party to recover attorneys' fees will be treated as reciprocal only to the extent Applicable Law requires.
16.14 Individual Claims Only; Class and Representative Action Waiver
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY MAY BRING A DISPUTE ONLY IN ITS OWN INDIVIDUAL CAPACITY. NEITHER PARTY MAY BRING, JOIN, PARTICIPATE IN, OR SEEK RELIEF THROUGH A CLASS, COLLECTIVE, CONSOLIDATED, COORDINATED, MASS, PRIVATE-ATTORNEY-GENERAL, OR REPRESENTATIVE ACTION OR ARBITRATION.
No arbitrator or administrator has authority to combine claims of separate clients or claimants, certify a class, adjudicate representative claims, or award relief to a nonparty. The parties do not consent to class arbitration.
If a final binding decision holds that a particular claim or requested remedy cannot lawfully be subjected to this waiver, that specific claim or remedy must be severed and may proceed in the court identified in Section 16.18 only after all arbitrable individual claims have been completed, unless nonwaivable law requires otherwise. The remaining claims and the remaining waiver continue in arbitration.
16.15 No Jury Trial in Arbitration
Arbitration is decided by a neutral arbitrator and not by a judge or jury. Discovery and appellate review may be more limited than in court. By accepting the Agreement, each party knowingly and voluntarily waives the right to have a covered Dispute tried by a jury.
16.16 Backup Jury-Trial Waiver
IF A DISPUTE OR PORTION OF A DISPUTE IS DETERMINED NOT TO BE SUBJECT TO ARBITRATION, EACH PARTY WAIVES A TRIAL BY JURY TO THE MAXIMUM EXTENT SUCH A PREDISPUTE WAIVER IS PERMITTED BY APPLICABLE LAW.
If a pre-dispute jury waiver is not enforceable in the forum, the parties do not waive the right beyond what the law permits. The invalidity of this backup waiver does not affect the agreement to arbitrate or the class-action waiver.
16.17 Limited Court Proceedings and Provisional Relief
Notwithstanding the arbitration requirement, either party may apply to a court identified in Section 16.18 solely to:
- compel or stay arbitration;
- appoint an arbitrator if the agreed process fails;
- obtain a temporary restraining order, preliminary injunction, attachment, or other provisional relief necessary to preserve the status quo, protect Confidential Information or Intellectual Property Rights, prevent unauthorized access, stop fraud or security abuse, or preserve assets pending arbitration;
- enforce an arbitration subpoena where court assistance is legally required;
- confirm, correct, vacate, or enforce an arbitration award on grounds permitted by law; or
- adjudicate a claim expressly severed from arbitration under Section 16.14.
Seeking provisional relief does not waive arbitration, and the merits remain for the arbitrator. The applicant must initiate or continue arbitration promptly unless the Dispute is resolved.
Nothing prevents a party from reporting suspected unlawful conduct to a governmental authority, responding to a compulsory process, or participating in an agency investigation to the extent that right cannot lawfully be waived. A private claim for relief remains subject to arbitration to the maximum extent permitted.
16.18 Exclusive Court Jurisdiction and Venue
For any court proceeding permitted under Section 16.17, each party irrevocably submits to the exclusive jurisdiction and venue of the state courts located in Orange County, California, and the United States District Court serving Orange County, California.
Each party waives, to the maximum extent permitted by law, any objection based on personal jurisdiction, improper venue, inconvenient forum, or distance. If the selected federal court lacks subject-matter jurisdiction, the permitted proceeding must be brought in an appropriate state court in Orange County.
16.19 Service and Notices in Dispute Proceedings
Formal notices under this Section must comply with Sections 16.4 and 17. A party may serve arbitration filings through the administrator's system and the party's designated legal-notice email, in addition to any method required by the applicable rules.
For a permitted court proceeding, service of process must comply with Applicable Law. To the extent permitted by law, each party consents to service by a nationally recognized delivery service at its Agreement notice address, but email alone is not substituted for formal process unless the receiving party acknowledges service or the court permits it.
16.20 Confidentiality of Dispute Proceedings
The parties will treat the existence, submissions, discovery, testimony, hearings, settlement communications, and award in an arbitration as Confidential Information, except to the extent disclosure is reasonably necessary to:
- pursue or defend the Dispute;
- obtain professional, financing, or insurance advice under confidentiality obligations;
- comply with Applicable Law, a regulator, or compulsory process;
- enforce, confirm, correct, or challenge an award;
- protect a legal right; or
- disclose information that is independently public without breach.
The arbitrator may enter an appropriate protective order. This confidentiality provision does not prohibit truthful reporting to a governmental authority or another legally protected communication.
16.21 Settlement Communications
Offers, discussions, concessions, and statements made during the informal-resolution period, mediation, or settlement discussions are compromise communications and are inadmissible to the fullest extent permitted by law, except to enforce a completed settlement or address misconduct in the settlement process.
No failure to settle, compromise position, or voluntary business accommodation establishes liability, waiver, course of performance, or interpretation of the Agreement.
16.22 Arbitration Agreement Survival and Assignment
This arbitration agreement survives cancellation, refund, expiration, nonrenewal, suspension, termination, Website buyout, data export, assignment, bankruptcy, dissolution, and payment. It binds and benefits the parties, their permitted successors and assigns, and intended Company Indemnified Parties.
A change in dba, entity conversion, merger, asset transfer, or assignment permitted by the Agreement does not terminate the arbitration agreement.
16.23 Severability and No Class Arbitration by Default
Except as stated in Section 16.14, each portion of this Section is severable and must be enforced to the maximum extent permitted by law. If a provision is invalid, it will be reformed narrowly to preserve the parties' agreement to individual arbitration.
Under no circumstances may an invalid or ambiguous provision be interpreted as consent to class, collective, consolidated, mass, or representative arbitration. Consent to such a procedure must be express, specific, and signed by authorized representatives of both parties after the particular Dispute arises.
16.24 Knowing Commercial Acceptance
The Client acknowledges that it is entering a business-to-business agreement, had the opportunity to review this Section and consult counsel, and accepts arbitration, the Orange County location, the class waiver, the jury waiver, and the limitations as material terms of the parties' bargain.
17. GENERAL CONTRACT PROVISIONS, NOTICES, FORCE MAJEURE, ASSIGNMENT, AND ELECTRONIC RECORDS
17.1 Formal Notices Distinguished From Operational Communications
Routine project, support, approval, scheduling, billing, and operational communications may be sent through the Portal, WhatsApp, email, telephone, SMS, iMessage, video meeting, or another channel used by the parties. A communication through one of those channels is not a formal legal notice unless the Agreement expressly designates that channel for the particular notice or the receiving party confirms receipt as a formal notice.
Formal notices include a Notice of Dispute, legal demand, alleged material breach, indemnification claim, assignment notice, or another communication that the Agreement expressly calls a formal notice. Cancellation requests and Guarantee Claims follow their specific procedures in Sections 7 and 8 and are not governed solely by the general notice method.
17.2 Formal Notice to Built for Business
Except where a specific provision requires another method, the Client must send a formal notice to Built by Shah LLC dba Built for Business by both:
- email to the legal-notice email address identified in the applicable Service Agreement, invoice, or most recent written legal-notice update; and
- nationally recognized overnight delivery service or certified United States mail, return receipt requested, to the business notice address identified in the applicable Service Agreement or most recent written legal-notice update.
If no separate legal-notice information is stated, the Client must use the business contact email and principal business address shown in the signed Service Agreement. A notice sent only to an individual salesperson, project worker, Client Success contact, social-media account, WhatsApp account, or support chat is not a formal notice.
17.3 Formal Notice to the Client
Built for Business may send a formal notice to the Client by email to the Client's designated notice email or primary business contact, by Portal notice directed to an authorized administrator, or by nationally recognized delivery service or mail to the Client address in the Agreement.
Built for Business may use one or more of those methods unless the Agreement or Applicable Law requires a specific method. The Client must ensure that its designated contact has authority to receive notices and must keep contact information current.
17.4 When Notices Are Effective
Unless Applicable Law requires otherwise:
- email notice is effective when sent without an automated permanent-delivery failure, provided the sender retains a transmission record;
- Portal notice is effective when posted to the Client's account and an electronic alert is sent to the designated email or administrator;
- notice by overnight delivery is effective on the recorded delivery date or refused-delivery date; and
- notice by certified mail is effective on delivery, refusal, or three Business Days after deposit, whichever occurs first.
A recipient's failure to open, read, route, or internally forward an effective notice does not postpone effectiveness. Notice effectiveness does not override a mandatory statutory rule.
17.5 Contact Changes
Each party must notify the other of a change in its legal name, entity status, notice address, notice email, authorized representative, or billing contact. Built for Business may update its notice information by email, through the Portal, on an invoice, or in a written update associated with the Terms.
Until an update is effective, the other party may rely on the most recent information in its records. The Client bears the risk of an unreported change, departed employee, abandoned email address, full mailbox, filtering rule, or internal routing failure.
17.6 Electronic Contracting and Records
The parties consent to transact electronically. An electronic signature, typed signature, click acceptance, checkbox acceptance, authenticated Portal acceptance, or other electronic act intended as acceptance has the same force as a handwritten signature to the extent permitted by Applicable Law.
The parties consent to receive agreements, amendments, notices, invoices, confirmations, disclosures, policies, records, and other communications electronically. The Client is responsible for retaining copies and maintaining software and access reasonably necessary to open them.
Electronic records, account logs, timestamps, acceptance records, payment records, Portal activity, audit trails, delivery records, and system records maintained in the ordinary course are admissible evidence of the parties' actions, subject to any valid evidentiary objection. A printed or electronically stored copy may be treated as an original.
17.7 Counterparts and Signature Pages
A Service Agreement, amendment, authorization, election, or other signed instrument may be executed in counterparts, each of which is deemed an original and all of which together form one instrument. Signature pages may be exchanged electronically and attached to the complete document.
A party may not avoid an agreement because signatures appear on separate counterparts, a signature page was transmitted independently, or an electronic-signature platform maintains the authoritative copy.
17.8 Incorporation Through an Accessible Link
The applicable Service Agreement may incorporate these Terms or an operational policy by title, version, effective date, URL, attachment, or electronic link. The incorporated document need not appear in a public sitemap or be indexed by a search engine, provided it was reasonably made available to the Client before or at acceptance and remains obtainable from Built for Business upon request.
Built for Business may use a client-facing, unindexed, or access-controlled link to present contractual documents. Lack of search-engine indexing does not affect incorporation, notice, or enforceability. Built for Business will maintain, or use an electronic contracting system that maintains, a versioned copy or acceptance record sufficient to identify the form accepted by the Client.
The Client is responsible for downloading or retaining the incorporated documents. If a link later changes or becomes unavailable, the version identified by the acceptance record remains the Agreement.
17.9 Version Control and Updates to Terms
Built for Business may correct typographical errors, broken links, formatting, numbering, cross-references, contact details, and other nonmaterial matters without obtaining a new signature, provided the correction does not materially alter the parties' rights or obligations.
Built for Business may also update operational policies, technical requirements, acceptable-use requirements, security instructions, provider procedures, feature documentation, and similar implementation rules as reasonably necessary for law, security, providers, technology, or Service operation. Those updates may be effective when posted or communicated and do not require separate acceptance if they do not materially amend Fees, ownership, liability, guarantees, dispute resolution, cancellation rights, confidentiality, indemnification, or another substantive contract term.
A substantive contract amendment is effective only through the amendment process in Section 3. Continued use does not by itself accept a substantive amendment where Section 3 requires affirmative acceptance by authorized representatives.
17.10 No Client Purchase-Order or Portal Terms
A purchase order, procurement form, vendor portal, onboarding questionnaire, email footer, account invitation, payment record, click-through, or other Client document does not amend the Agreement or add terms, even if Built for Business signs, acknowledges, submits, processes, or accepts payment under it, unless the document is expressly executed as an Amendment under Section 3.
Any additional or conflicting Client term is rejected. An administrative reference, billing code, supplier number, or purchase-order number may be used for convenience without incorporating the associated terms.
17.11 Assignment by the Client
The Client may not assign, transfer, delegate, sublicense, novate, or otherwise dispose of the Agreement, a Service, an account, a license, or a right under the Agreement without Built for Business's prior written consent. A prohibited transfer is void to the maximum extent permitted by law.
A change of control, merger, sale of substantially all assets, franchise transfer, transfer of the Covered Business, or transfer to an affiliate is treated as an assignment if it changes the person receiving or controlling the Services. Built for Business may condition consent on diligence, payment, updated terms, new guarantees, account changes, identity verification, or a new Service Agreement.
The Client remains responsible for obligations arising before an approved assignment unless Built for Business expressly releases it in writing.
17.12 Assignment by Built for Business
Built for Business may assign, transfer, delegate, novate, pledge, or otherwise dispose of all or part of the Agreement, Services, receivables, rights, or obligations without Client consent to:
- an affiliate;
- a successor through merger, reorganization, conversion, or change in entity form;
- a purchaser of equity, business, assets, technology, contracts, or a service line;
- a financing source or payment assignee; or
- another provider capable of performing the assigned obligations.
Built for Business may give notice before or after the assignment as reasonably appropriate and legally permitted. The assignment does not entitle the Client to a refund or cancellation outside the ordinary Agreement unless Applicable Law requires otherwise.
17.13 Subcontracting and Delegation of Performance
Built for Business may use and replace employees, affiliates, contractors, consultants, specialists, providers, and subprocessors in any country to perform any portion of the Services, without Client approval or advance notice.
Built for Business remains responsible for its express contractual obligations, subject to the Agreement's provider provisions, disclaimers, exclusions, and liability limits. The Client has no right to select, reject, direct, supervise, or require disclosure of particular Personnel or providers unless a signed Service Agreement expressly grants that right.
17.14 Independent Contractors
The parties are independent contractors. The Agreement does not create a partnership, joint venture, franchise, fiduciary relationship, employment relationship, agency of general authority, professional-client relationship, or exclusive arrangement.
Neither party may bind the other, sign a contract for the other, incur a debt in the other's name, make a warranty for the other, or represent that it has such authority, except for a limited administrative authorization expressly granted in the Agreement, such as authorized provider registration or account management.
Built for Business controls its Personnel, methods, tools, sequence, place, and manner of performance, subject to the results and obligations stated in the Agreement.
17.15 No Third-Party Beneficiaries
Except for Company Indemnified Parties, licensors, providers, successors, assignees, and other persons expressly identified as protected or enforceable beneficiaries, the Agreement is for the sole benefit of Built for Business and the Client and creates no right or remedy for another person.
A lead, customer, user, employee, contractor, affiliate, owner, provider, or family member of the Client is not a third-party beneficiary merely because the Services affect or benefit that person.
17.16 Force Majeure and Events Beyond Reasonable Control
Built for Business is not liable for delay, interruption, nonperformance, degradation, or increased cost caused by an event beyond its reasonable control, including:
- natural disaster, fire, flood, earthquake, severe weather, epidemic, pandemic, public-health event, or other act of nature;
- war, terrorism, civil disturbance, riot, sabotage, labor dispute, strike, or transportation interruption;
- governmental action, law, court order, sanctions, licensing change, Internet restriction, utility order, or emergency measure;
- power failure, telecommunications failure, Internet failure, carrier outage, cyberattack, denial-of-service attack, malware event, or widespread security event;
- provider, platform, hosting, data-center, payment, banking, registrar, search, AI, communications, or software outage or action;
- shortage, embargo, supply interruption, capacity constraint, or unavailability of necessary technology or Personnel;
- algorithm, policy, API, feature, account, registration, or technical change by a third party; or
- Client-Caused Delay or failure of a person outside Built for Business's reasonable control.
Built for Business may suspend affected performance, use an alternate method, change a provider, reallocate Personnel, extend deadlines, or terminate an affected Service if the event continues or makes performance commercially unreasonable. It will use commercially reasonable efforts to resume material performance when practical, but is not required to incur disproportionate cost, violate law, or accept unusual risk.
Force majeure does not excuse payment of an amount already due, third-party spend, Client cooperation, data preservation, confidentiality, security, or another obligation that can reasonably be performed despite the event. An express guarantee is subject to its own extension and exclusion rules.
17.17 No Setoff, Withholding, or Self-Help Deduction
The Client must pay amounts when due without setoff, recoupment, counterclaim, deduction, withholding, or self-help credit except to the extent Applicable Law requires a withholding. A disputed amount must be handled through the billing-dispute and dispute-resolution procedures rather than withheld from an unrelated invoice.
If a tax withholding is legally required, the Client must provide official documentation and cooperate so Built for Business receives any available credit. The Client may not reverse, charge back, or withhold payment merely because it anticipates a claim or prefers a different outcome.
17.18 Waiver
A waiver is effective only if clearly stated in a writing by an authorized representative of the waiving party. A delay, silence, courtesy, accommodation, partial exercise, failure to enforce, or acceptance of late or partial performance is not a waiver.
A waiver on one occasion does not waive a later breach, another provision, or the right to require strict compliance. Built for Business may make a customer-service accommodation without creating a course of dealing or obligation to repeat it.
17.19 Cumulative Rights and Remedies
Except where the Agreement expressly states that a remedy is exclusive, rights and remedies are cumulative. Exercising one right does not prevent exercise of another.
Built for Business may suspend, terminate, collect, enforce ownership, seek indemnity, pursue arbitration, request equitable relief, and exercise other lawful rights in combination, provided it does not receive duplicative recovery for the same Loss.
17.20 Severability and Reformation
If a provision is held invalid, illegal, or unenforceable in a particular circumstance, it will be reformed to the minimum extent necessary to make it enforceable while preserving its purpose. If reformation is not permitted, the provision will be severed only to the necessary extent.
The remaining Agreement and the provision in other circumstances remain effective. The arbitration-specific severability rules in Section 16 control for the arbitration agreement.
17.21 Entire Agreement and No Outside Reliance
The Agreement is the complete agreement between the parties concerning its subject and supersedes prior or contemporaneous proposals, negotiations, demonstrations, promises, statements, emails, messages, conversations, presentations, drafts, and understandings concerning that subject.
Each party acknowledges that it is not relying on a statement, forecast, promise, guarantee, representation, or warranty not expressly included in the Agreement. This clause does not exclude liability for fraud to the extent liability cannot lawfully be excluded.
17.22 Amendments and Further Assurances
Amendments are governed exclusively by Section 3. An authorized representative of each party will execute or electronically accept further documents reasonably necessary to implement a valid amendment, approved assignment, account transfer, provider registration, Website buyout, data export, or other agreed transaction.
An obligation to provide further assurances does not require a party to accept new economic terms, expanded liability, or a material obligation not contained in the agreed transaction.
17.23 Interpretation and No Presumption Against Drafter
The parties agree that the Agreement is a negotiated commercial allocation even if one party prepared the initial form. To the extent permitted by law, no ambiguity will be construed automatically against the drafter.
Headings, summaries, examples, and parenthetical explanations are for convenience and do not limit operative language. "Including" and similar terms mean "including without limitation." "Or" is inclusive unless context clearly requires exclusivity. The singular includes the plural and vice versa. References to a person include an entity and permitted successor.
References to law include amendments and successor provisions. References to a provider, feature, technology, or method include a reasonably comparable replacement unless context requires otherwise.
17.24 Time Computation
Unless the Agreement expressly states Business Days, a period is measured in calendar days. A calendar-day period begins on the day after the triggering event. A Business-Day period is calculated under the definition in Section 2 and Pacific Time applies.
If a deadline stated in calendar days ends on a Saturday, Sunday, or United States federal holiday, the deadline remains on that calendar day unless the Agreement expressly extends it. A deadline stated in Business Days moves according to the Business Day definition.
Electronic deadlines expire at 11:59 p.m. Pacific Time on the final applicable day unless another time is stated. Provider timestamps may control provider actions, charges, or submissions governed by Platform Terms.
17.25 English Language
The Agreement is written and administered in English. A translation is provided only for convenience unless a signed amendment expressly states otherwise. If a translation conflicts with the English version, the English version controls to the maximum extent permitted by law.
The Client is responsible for obtaining translation assistance before acceptance if needed and represents that its authorized signer can understand the Agreement or obtained appropriate assistance.
17.26 Successors and Permitted Assigns
The Agreement binds and benefits the parties and their respective permitted successors and assigns. A dissolution, death of an owner, management change, sale, reorganization, or change of business name does not eliminate obligations that accrued before the event.
17.27 Survival
Any provision that by its nature should continue after the end of a Service survives, including provisions concerning payment, guarantees and refunds already claimed, ownership, licenses, restrictions, confidentiality, data retention, exports, portfolio rights, records, indemnification, warranty disclaimers, liability limitations, dispute resolution, notices, assignment, interpretation, and accrued rights.
17.28 Opportunity for Counsel and Voluntary Acceptance
The Client acknowledges that it had a reasonable opportunity to read the complete Agreement, ask questions, retain a copy, and consult independent legal, tax, privacy, accounting, or other advisors before acceptance. The Client is not required to use counsel but accepts the risk of proceeding without counsel.
The Client further acknowledges that it is entering the Agreement voluntarily for business purposes and that its signer has authority to bind the Client.
17.29 Company Identity and dba Use
The legal contracting party providing the Services is Built by Shah LLC. "Built for Business" is a dba, trade name, and customer-facing brand of Built by Shah LLC. Use of the dba in a Website, invoice, Portal, communication, Service Agreement, or signature block does not create a separate legal entity.
A payment, notice, claim, or obligation naming Built for Business will be treated as concerning Built by Shah LLC when the context relates to the Services. No owner, employee, brand, or dba is a substitute obligor.
17.30 End of Terms
These Terms become part of an Agreement only through valid incorporation and acceptance. The applicable Service Agreement identifies the Client, purchased Service, effective date, and commercial variables. Together, those documents form the parties' binding business-to-business agreement.