CLIENT SERVICES AGREEMENT

This Agreement is entered into as of the date Client signs, or the date Client completes checkout, whichever is earlier (the "Effective Date") between:

GRVE LLC, an Indiana limited liability company doing business as Project GRVE ("Agency," "we," "us," "our") Address: Indianapolis, Indiana (full address provided on Client's signature copy) Email: michael@projectgrve.com

and

Client, the business entity identified on Client's order ("Client," "you," "your") Address: as provided by Client at checkout or on the signature copy Primary contact: as provided by Client, as provided by Client, as provided by Client, as provided by Client

Each a "Party," together the "Parties."

1. The Short Version

(A summary for orientation only. If this summary and a numbered section ever conflict, the numbered section controls.)

• You are subscribing to Project GRVE's selected (Basic, Pro, or Ultra) plan: the client dashboard, lead tracking, and the automation your plan includes — plus a website, if you want one.
• You pay a one-time setup fee of $the setup fee shown on Client's order and $the subscription amount shown on Client's order per billing period selected at checkout (monthly or annual) after that, billed automatically.
• You own your domain, your brand, your content, and your customer data — always. We own the software it runs on. You are licensed to use that software while you subscribe. Section 5 is the full list.
• We will not sign your direct competitor in your market while you are subscribed (Section 6, Territory Exclusivity).
• Monthly plans: cancel any time with 30 days' notice. Annual plans: you committed to the twelve months, so notice stops the next renewal rather than refunding the current one (Section 13.1). You get your data back either way.
• We never sell your data or your customers' data. Section 7 and Exhibit D spell out exactly what we collect, who touches it, and how long we keep it.
• Some of what we deliver is written by AI and needs a human to look at it before it goes out. Section 9 says so plainly.

2. Definitions

"Services" — the subscription services described in Exhibit A (Statement of Work) for Client's selected tier, together with any Add-ons listed on Client's invoice.

"Platform" — Agency's proprietary software: the client dashboard, the website template system, the AI agent configuration and prompts, the database schema, all source code, and all supporting infrastructure configuration.

"Client Data" — data Client or Client's own customers supply or generate through the Services: lead records, contact details, call logs and recordings, appointment records, notes, and analytics tied to Client's business.

"Client Materials" — Client's domain name, business name, logos, trademarks, photographs, written content, reviews, and any other material Client provides or directs Agency to publish.

"Deliverables" — the client-facing work product Agency creates specifically for Client under Exhibit A: the written page copy, the assembled page layouts and imagery for Client's site, and Client's configured dashboard content.

"Third-Party Services" — services operated by companies other than Agency that the Services depend on, listed in Exhibit C.

"Add-on" — an optional paid item beyond the base tier (additional service area, extra call-tracking number, extra AI agent, AI Voice Receptionist), billed as a separate line on Client's subscription.

3. Services, Term & Changes

3.1 Scope. Agency will provide the Services described in Exhibit A, corresponding to the selected (Basic, Pro, or Ultra) subscription tier selected by Client.

3.2 Term. This Agreement begins on the Effective Date and continues for the initial term stated in Section 4.2, then renews automatically for successive periods of the same length until terminated under Section 13.

3.3 Changes to scope. Any work outside Exhibit A — a new integration, a custom feature, a second website, a redesign — will be quoted separately in writing and approved in writing before Agency begins it. A verbal "yeah, go ahead" is not approval.

3.4 Changes to the Platform. Agency continuously develops the Platform and may add, modify, or remove individual features. Agency will not materially reduce the core functionality of Client's tier during a paid term without at least 30 days' written notice. If Agency does, Client may terminate on written notice given within 30 days of the reduction taking effect, effective immediately, and Agency will refund prepaid, unused fees on a pro-rata basis. This right is in addition to Client's rights under Section 13, and does not require the cure period in Section 13.3 — a change Agency is permitted to make is not a breach, so there is nothing for Agency to cure.

3.5 Beta and preview features. Some features may be offered as beta, preview, or "available on request." Those are provided as-is, are not part of Exhibit A unless listed there, and may be withdrawn without triggering Section 3.4. Anything listed in Exhibit A without a "preview" label is a commitment, not a preview.

3.6 Competitor tracking. Competitor rank tracking is a preview feature under Section 3.5. It is not a deliverable under Exhibit A and is not included in any tier unless Agency notifies Client in writing that it is active for Client's account.

In plain English: you get exactly what's listed in Exhibit A for your plan. If you want something extra later, we price it and confirm it in writing first — no surprise invoices. We'll keep improving the software, but we won't quietly gut something you're paying for; if we ever did, you could leave and get unused money back.

4. Fees, Billing & Renewal

4.1 Setup fee. Client will pay a one-time setup fee of $the setup fee shown on Client's order, due on execution of this Agreement, covering onboarding, provisioning, configuration, and — if selected in Exhibit A — the website build. The setup fee is non-refundable once Agency begins onboarding work, except as stated in Sections 4.7 and 10.4.1. Onboarding work begins on the earlier of (a) the kickoff call, or (b) five business days after Agency receives the setup fee. Agency will confirm that date to Client in writing, so it is never a matter of recollection.

4.2 Subscription fee and initial term. Client will pay $the subscription amount shown on Client's order per billing period selected at checkout (monthly or annual), charged automatically to the payment method on file on the same date each billing cycle. The initial term is one month for monthly plans, twelve months for annual plans.

• Monthly plans: the initial term is one month; the subscription renews monthly.
• Annual plans: the initial term is twelve months, prepaid or billed annually at the discounted annual rate (equivalent to ten months of the monthly rate); it renews for successive twelve-month terms.

4.2.1 When billing starts. The first subscription charge occurs on the earlier of (a) the date Client's dashboard is provisioned and Client's login is delivered, or (b) 30 days after Client has supplied everything required under Sections 8.1 and 8.2. Later charges recur on that same day each cycle. If go-live is delayed for reasons attributable solely to Agency, subscription billing pauses until go-live; delays under Section 8 do not pause billing.

4.3 Automatic renewal and the cancellation window. The subscription renews automatically at the end of each term at the then-current rate for Client's tier unless Client gives notice under Section 13.1. For annual plans, Agency will send a renewal reminder to Client's contact email at least 30 days before each renewal date. Client may cancel a renewal at any time before the renewal date.

4.4 Add-ons. Add-ons are billed at the rates in effect when Client selects them and appear as separate lines on Client's invoice. Add-ons may be added or removed effective the next billing cycle. Removing an Add-on does not entitle Client to a refund for the current cycle.

4.5 Price changes. Agency may change published prices. Any increase to Client's existing rate takes effect no earlier than 60 days after written notice and never during an annual prepaid term. Agency will not increase Client's rate at all during the first 24 months after the Effective Date, and thereafter by no more than 10% in any 12-month period. If Client does not accept an increase, Client may terminate under Section 13.1 before it takes effect without penalty.

4.6 Pass-through and usage charges. Certain costs are passed through at cost or at the rate stated on Client's invoice, including telephone number rental, per-minute AI Voice Receptionist overage, carrier messaging surcharges, and A2P 10DLC registration fees. Agency will not incur a pass-through charge above $150 in a single month without Client's prior written approval.

4.7 Refunds. Except where this Agreement says otherwise, fees are non-refundable and Agency does not pro-rate mid-cycle cancellations — service continues through the end of the paid period. If Agency terminates for its own convenience under Section 13.2, Agency will refund prepaid, unused fees on a pro-rata basis, and will refund the setup fee in full if Agency terminates before Client's site or dashboard goes live.

4.8 Late payment and suspension. Invoices unpaid after 15 days accrue a late fee of 1.5% per month (18% APR) or the maximum allowed by Indiana law, whichever is lower. After 30 days of non-payment, and after written notice with at least 7 days to cure, Agency may suspend the Services. Suspension does not stop fees from accruing, and Section 6 exclusivity is paused per Section 6.4.

4.9 Taxes. Fees are exclusive of sales, use, and similar taxes. Client is responsible for any such taxes other than taxes on Agency's income.

4.10 Chargebacks. Client agrees to raise any billing dispute with Agency in writing before initiating a chargeback. Agency will investigate and respond within 5 business days.

In plain English: the setup fee is a one-time charge to get you live, and once we've started the work it isn't refundable — unless we're the ones who walk away before you're live, in which case you get it all back. After that it's one predictable bill. We can raise prices, but only with two months' warning and never in the middle of a year you already paid for, and you can leave instead. If a card fails, we tell you and give you a week before anything turns off.

5. What You Own and What You Don't

This section is the complete answer. Nothing elsewhere in this Agreement expands Agency's ownership beyond this table.

5.1 License to Client. For as long as Client's subscription is active and in good standing, Agency grants Client a non-exclusive, non-transferable, non-sublicensable license to access and use the Platform for Client's own internal business purposes.

5.2 License to Agency. Client grants Agency a non-exclusive license to use, host, reproduce, and display Client Materials and Client Data solely to deliver the Services and to meet Agency's obligations in this Agreement. This license ends when this Agreement ends, except for copies retained under Section 13.6 or required by law.

5.3 Assignment of Deliverables. On Client's payment of the setup fee and all then-due fees, Agency assigns to Client all right, title, and interest in the Deliverables, excluding any part of the Platform embedded in or underlying them, which remains licensed under Section 5.1.

5.4 Phone numbers. Telephone numbers Agency provisions on Client's behalf are held in Agency's telecom account. On termination, Client may request that any number be ported to a carrier account of Client's choosing. Agency will cooperate with the port if requested within 60 days of termination and if Client's account is paid in full. Client is responsible for the receiving carrier's fees. Agency will not release a number before an outstanding balance is settled, and will not knowingly reassign a number that Client has published on vehicles, signage, or a Google Business Profile without first offering Client the port.

5.5 Website disposition on termination. Unless Exhibit A says otherwise, the default is: Client's site is taken offline within 30 days of termination, Client keeps the domain and all Deliverables and content, and Client does not receive the Platform's template code. Optional buyout: Client may instead purchase a perpetual, non-exclusive license to the specific site build for a one-time fee of $quoted on request, based on the site actually built, delivered as a static export or repository handoff with no ongoing support, no dashboard, and no automation. Client must request the buyout in writing before the takedown date.

5.6 Feedback. If Client suggests improvements, Agency may use those suggestions without obligation or compensation. This does not give Agency any rights in Client Data or Client Materials.

In plain English: your brand, your content, your domain, and every scrap of your customer data are yours forever, and you can walk out with all of it. The software that runs it is ours, the same way Shopify owns Shopify — if you leave, your site comes down and the automation stops, but nothing that's actually yours is held comes down and the automation stops. Everything that's yours comes with you once your account is paid up — the one condition is that an outstanding balance gets settled before we hand over the page files and release your number. If you're current, there's nothing to argue about. If you want to keep the site itself, there's a price for that and it's written above instead of being a fight later. Your phone number can come with you too, as long as you ask within 60 days.

6. Territory Exclusivity

6.1 For as long as Client's subscription is active and in good standing, Agency will not provide Project GRVE subscription services to another business in Client's trade (Client's trade as identified on the order) within Client's designated service area (Client's service area as identified on the order).

6.2 Exclusivity is limited to that trade and that market. Agency may serve other trades in the same market, and the same trade in other markets, without restriction. Trades that do not compete for the same job are different trades — a roofer and an HVAC company in the same city is not a conflict.

6.2.1 Scope of the service area. Client's service area is the counties or ZIP codes listed in Exhibit A, and may not exceed the area in which Client actively performs work. Absent a specific list, the service area is the county of Client's principal place of business plus contiguous counties. Agency may, on 60 days' written notice, reduce a service area Client has not actively served for six consecutive months; if Client objects, Client may terminate under Section 13.1 without penalty.

6.3 Exclusivity does not apply to any client Agency was already serving in that trade and market before the Effective Date. Agency discloses the following such existing clients, and represents there are no others: disclosed on Client's signature copy, if any.

6.4 Exclusivity is suspended, not terminated, while the subscription is suspended for non-payment, and reinstates automatically if Client cures within 30 days of suspension. It ends permanently if Client cancels, if a non-payment suspension continues beyond 30 days, or if Client downgrades to a tier Agency has designated as non-exclusive in Exhibit A.

6.5 Exclusivity is a commitment not to sell to a direct competitor. It is not a promise that no competitor will ever use similar software from someone else, and it is not a non-compete binding Client.

In plain English: while you're paying us, we will not sign the roofer down the street. That protection ends when you stop paying — we're not going to sit on an empty territory forever once you're gone. And to be straight with you: it stops competitors from buying from us, not from buying something similar elsewhere.

7. Data Protection

7.1 Roles. For personal data collected through Client's website, phone numbers, and dashboard — data about Client's own customers and prospects — Client is the controller and Agency is the processor under the Indiana Consumer Data Protection Act (IC 24-15) and comparable state privacy laws. Exhibit D (Data Processing Addendum) governs that processing and is part of this Agreement.

7.2 Security. Agency will maintain commercially reasonable technical and organizational measures appropriate to the data, including encryption in transit and at rest, row-level access controls, role-based permissions, audit logging, and multi-factor authentication available on every account.

7.3 Breach notification. Agency will notify Client without undue delay and in any event within 72 hours of confirming a security incident affecting Client Data, with what is known at the time and updates as the investigation proceeds — except where a law enforcement agency asks Agency to delay, in which case Agency will notify Client as soon as it is permitted to.

7.4 Sub-processors. Agency uses the sub-processors listed in Exhibit C. Agency will give Client at least 30 days' notice before adding a sub-processor that will process Client Data, and Client may object in writing on reasonable data-protection grounds; if the objection cannot be resolved, Client may terminate under Section 13.1 without penalty.

7.5 Consumer rights requests. Agency will assist Client in responding to a consumer's access, correction, deletion, or opt-out request within the statutory window, and will action deletion requests Client forwards within 10 business days.

7.6 No sale of data. Agency does not sell, rent, or license Client Data or Client's customers' personal data to any third party, and does not use it to train general-purpose AI models. Agency's AI providers are contractually bound not to train on data submitted through their APIs.

7.7 Agency access. Agency personnel may access Client Data only as needed to deliver, support, secure, and improve the Services, and are bound by confidentiality.

In plain English: your customers' information is used to run your business and nothing else. It is never sold, and it is never fed into training an AI model. If we ever get breached, you hear from us within three days of us confirming it — not three days from whenever you happen to ask, and not from a news story.

8. Client Responsibilities

Agency cannot deliver the Services without these. Delays caused by any of them extend Agency's timelines day-for-day and do not reduce fees.

8.1 Access. Client will grant and maintain Agency's access to the accounts the Services depend on: Google Business Profile, Google Analytics, Google Search Console, any advertising accounts, DNS/registrar, and Client's existing website if Agency is bolting onto it. Client may revoke access at any time; features that depend on that access will stop working, which is not a breach by Agency.

8.2 Content and approvals. Client will supply requested content, photographs, and approvals within 5 business days of request.

8.3 Accuracy and rights. Client represents that Client Materials are accurate, that Client owns or is licensed to use them, and that publishing them will not infringe anyone's rights or violate any law. Client is solely responsible for claims about licensing, insurance, certifications, warranties, and pricing published on Client's site.

8.4 Account security. Client is responsible for its users' credentials and for promptly removing users who leave. Agency strongly recommends enabling two-factor authentication, which is available on every account at no charge.

8.5 Lawful use. Client will not use the Services to send unlawful messages, harvest contacts without consent, misrepresent Client's business, or violate any Third-Party Service's terms. Section 10 covers messaging specifically and Section 11 covers reviews.

8.6 One business, one subscription. The Services are licensed for Client's own business at the locations and service areas listed in Exhibit A. Client will not resell, sublicense, or provide the Services to another business.

8.7 Insurance. Client will maintain commercial general liability insurance of at least $1,000,000 per occurrence throughout the term, and will provide a certificate of insurance on request.

9. AI-Generated Output

9.1 What the AI does. Parts of the Services use artificial intelligence to score leads, draft messages, summarize calls, and produce recommendations.

9.2 Human review. Except for features Client explicitly enables for automatic sending, AI output is delivered as a draft for a human on Client's team to review before it is sent. Client is responsible for reviewing anything sent under Client's name.

9.3 No guarantee of accuracy. AI output can be wrong, incomplete, or inappropriate for a specific situation. It is not professional advice of any kind and must not be used as the sole basis for a pricing, safety, legal, insurance, or warranty decision. Agency does not warrant the accuracy of AI output.

9.4 Client's content, Client's responsibility. Once Client sends an AI-drafted message, that message is Client's communication. Client is responsible for its content under Sections 8.3, 10, and 11.

In plain English: the AI writes first drafts and ranks your leads. It is genuinely useful and it is genuinely capable of being wrong. Read what goes out under your name — the same as you would with a new employee's first week of emails.

10. Text Messaging & Calls

10.1 Consent. If Client's plan includes automated text messaging (missed-call text-back, review requests, appointment reminders, nurture sequences), Client is responsible for ensuring every recipient has given prior express written consent as required by the federal Telephone Consumer Protection Act (TCPA) and carrier A2P 10DLC rules.

10.2 What Agency provides. Agency builds compliant opt-in language into every lead form on Client's Agency-built site, records consent server-side with a timestamp and source, appends STOP instructions to every automated message in code, honors STOP and plain-English revocations, maintains a durable per-phone-number opt-out list, and restricts sending to lawful hours in the recipient's time zone. Agency's system is designed to fail closed: if the opt-out list is unreachable, nothing sends.

10.3 What Client must not do. Client will not upload, import, or manually enter phone numbers for automated messaging that did not opt in through a compliant process, and will not use the Services to message anyone who has revoked consent.

10.4 Registration. Carrier rules require Client's own A2P 10DLC brand and campaign registration under Client's own legal entity and EIN; Client's messaging cannot lawfully run on Agency's registration. Client will supply the required information promptly, and Agency will submit Client's registration within 5 business days of receiving complete information from Client. Carrier vetting commonly takes 3 to 6 weeks and is outside Agency's control. Messaging features are unavailable until registration is approved, and that delay is not a failure to deliver by Agency.

10.4.1 If registration is refused. Carrier approval is not guaranteed. If Client's registration is denied and cannot be remediated within 90 days of Client supplying complete registration information, Client may either (a) terminate on written notice and receive a refund of the portion of the setup fee attributable to messaging features, or (b) move to the next lower tier at that tier's then-current rate. Client is not obliged to keep paying for messaging features that carriers will not permit.

10.5 Call recording. If call tracking is included in Client's plan and Client enables recording, Client is responsible for any recording-consent announcement required in the states where Client and its callers are located. Agency will configure an announcement on request.

10.6 Indemnity. Client will indemnify Agency for any TCPA, state telemarketing, or call-recording claim arising from Client's own consent-collection practices or from Client's use of the Services outside the compliant flows Agency provides.

In plain English: the law here is brutal — $500 to $1,500 per text sent without permission, and anyone can sue. We build the opt-in box, stamp the consent, add the STOP line, and refuse to send outside legal hours. What we cannot control is you pasting in a list of numbers from somewhere else. Don't do that. Also: the carrier registration takes weeks and no one can speed it up, so we start it the day you sign.

11. Reviews & Testimonials

11.1 No review gating. The FTC's Rule on the Use of Consumer Reviews and Testimonials (16 C.F.R. Part 465, effective October 21, 2024) prohibits suppressing negative reviews and creating or procuring fake ones. Agency's review-request automation offers every customer the same path to leave a public review; it does not screen by predicted sentiment. Client will not instruct Agency to configure it otherwise.

11.2 No fake or incentivized reviews. Client will not ask Agency to generate, purchase, or solicit reviews from people who did not actually use Client's services, and will not offer compensation conditioned on a positive review.

11.3 AI-assisted replies. Review replies drafted by the Services are drafts for Client to review and publish under Section 9.2. Client is the author of any published reply.

In plain English: we will not build you a system that only asks happy customers. That's illegal now, the fine is over $51,000 a violation, and it also wrecks the thing that makes reviews worth anything. Everyone gets asked, the same way, regardless of how we think they'll answer.

12. Service Levels, Warranties & Liability

12.1 Uptime target. Agency targets 99.5% monthly uptime for the dashboard and Agency-hosted client sites, measured excluding scheduled maintenance and Third-Party Service outages. Remedies are in Exhibit B, and a service credit is Client's sole remedy for missed uptime.

12.2 Support. Support response targets by priority are in Exhibit B. Support is included on every tier.

12.3 Third-Party Services. The Services depend on the Third-Party Services in Exhibit C. Agency is not responsible for their outages, pricing changes, API changes, policy changes, or decisions to suspend or refuse an account — including Google's approval of API access, a carrier's rejection of a messaging campaign, or a review platform's removal of a review. Agency will make commercially reasonable efforts to work around such an event or provide an equivalent.

12.4 No guarantee of results. Agency does not guarantee any specific number of leads, search ranking, conversion rate, revenue, or return on investment. Marketing outcomes depend on Client's market, pricing, capacity, sales follow-up, and factors neither Party controls. Any figures in Agency's proposals or marketing are illustrations, not promises.

12.5 Warranty. Agency warrants that it will perform the Services in a professional and workmanlike manner consistent with industry standards. Except for that warranty, the Services and all AI output are provided "AS IS," and Agency disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

12.6 Limitation of liability. Neither Party is liable for indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, lost revenue, or lost business opportunity, even if advised of the possibility. Agency's total aggregate liability for all claims under this Agreement will not exceed the greater of (a) the fees Client paid Agency in the 12 months before the event giving rise to the claim, or (b) $1,000.

12.7 Exclusions from the cap. Section 12.6 does not limit either Party's liability for its own fraud or willful misconduct; Client's payment obligations; or Client's indemnity obligations under Sections 10.6 and 12.8.

12.8 Indemnification. Client will indemnify, defend, and hold Agency harmless from third-party claims arising from Client Materials, Client's business operations, Client's violation of law, or Client's breach of Sections 8, 10, or 11. Agency will indemnify, defend, and hold Client harmless from third-party claims that the Platform, as provided by Agency and used as permitted, infringes a U.S. copyright, trademark, or trade secret.

12.8(a) Exclusions. Agency's indemnity does not cover patent claims, claims arising from Client Materials, or claims arising from use of the Platform in combination with anything Agency did not supply.

12.8(b) Procedure. The indemnified Party will promptly notify the indemnifying Party in writing (delay excuses the indemnity only so far as it actually prejudices the defense), give the indemnifying Party control of the defense and settlement, and cooperate reasonably at the indemnifying Party's expense. Neither Party will settle in a way that imposes a non-monetary obligation or an admission on the other without its consent, not to be unreasonably withheld.

12.8(c) Mitigation. If the Platform is alleged to infringe, Agency may procure the right to keep using it, modify it to be non-infringing, or terminate the affected Services and refund prepaid unused fees. That is Client's sole remedy for infringement.

12.9 Accessibility. Agency's accessibility commitment for Agency-built pages, and its limits, are stated in Exhibit A §A.3.

12.10 No professional advice. Agency is not a law firm, accounting firm, insurance advisor, or licensed marketing professional. Nothing Agency provides — reports, insights, recommendations, compliance guidance, or template opt-in wording — is legal, tax, insurance, accounting, or regulatory advice, and Client should not rely on it as such. Client is responsible for its own professional advice, including on text-messaging and telemarketing compliance, advertising and review rules, and accessibility.

In plain English: we build the compliant opt-in box and we tell you what the rules are as we understand them, because you deserve to know. That is not the same as being your lawyer, and on anything that could cost you real money you should have one look at it.

In plain English: 12.6 limits what you can recover from us — capped at roughly what you've paid us in the last year, or $1,000, whichever is bigger. Being straight with you: that dollar cap protects us, not you. It does not cap what you owe us, and it does not cap your indemnity obligations under 10.6 and 12.8. The part that genuinely cuts both ways is the first sentence — neither of us can claim indirect losses like lost profits. If a cap this size doesn't work for the size of your business, say so before you sign and we'll talk about it. 12.4 is the honest one: nobody can promise you a number of leads, and anybody who does is selling you something. What we promise is the system, the work, and the reporting to see it.

13. Termination

13.1 By Client, for convenience. Client may terminate with 30 days' written notice (email to michael@projectgrve.com is sufficient). On a monthly plan, service runs to the end of the notice period and the then-current paid cycle. On an annual plan, notice given mid-term ends the subscription at the end of that annual term and does not entitle Client to a refund of the prepaid term.

13.2 By Agency, for convenience. Agency may terminate with 60 days' written notice, and will refund prepaid unused fees pro-rata per Section 4.7.

13.3 By either Party, for cause. Either Party may terminate immediately on written notice if the other materially breaches and fails to cure within 15 days of notice, or if the other becomes insolvent or ceases operations.

13.4 By Agency, immediately. Agency may suspend or terminate immediately, without the cure period, if Client's use creates a legal or carrier-compliance risk to Agency — including sending messages without consent after written warning, publishing unlawful content, or a chargeback filed without first raising the dispute under Section 4.10 and not withdrawn within 5 business days of Agency's written request.

13.5 What happens on termination.

13.6 Deletion and retention. Agency will delete Client Data from active systems within 90 days of termination unless Client requests earlier deletion, in which case Agency will delete within 30 days of the request. Routine encrypted backups age out on their own cycle, not to exceed 180 days. Agency may retain records required for tax, accounting, or legal-defense purposes.

13.6.1 Consent records are the exception. Notwithstanding the above, Agency will retain SMS and call consent records and the per-number opt-out list for four years from the date each record was created, and will deliver a complete copy of both to Client on termination as part of the export in Section 13.5. The reason is practical: the federal statute of limitations for a text-messaging claim is four years, Client carries that risk under Section 10.6, and these records are the evidence that consent was given. Client may instruct Agency in writing to delete them sooner, in which case Client takes sole responsibility for keeping its own consent evidence. A consumer deletion request under Section 7.5 does not erase the record proving that same consumer opted in, which the law permits Agency to keep as a record of the consumer's own instruction.

13.6.2 Recordings during the term. Agency retains call recordings and text message bodies for 90 days from creation, then deletes them. Call and message metadata (number, direction, timestamp, duration, outcome) and consent records are kept for the full term. Client may export recordings at any time inside that 90-day window and is responsible for keeping any recording it needs for longer.

13.7 Survival. Sections 2, 4.7–4.10, 5, 7, 8.3, 8.6, 9.3, 9.4, 10.6, 12, 13.5–13.7, 14, 15, 16, 17, and 18, together with Exhibits C and D, survive termination.

In plain English: thirty days' notice on a monthly plan and no long lock-in. You export your data, you keep your domain, you can take your phone number, and if you want the site itself there's a price in Section 5.5. Two things to be clear about: an outstanding balance gets settled before we hand things over, and annual plans run to the end of the year you committed to — cancelling stops the renewal rather than refunding the term.

14. Confidentiality

Each Party may receive non-public information from the other — pricing, customer lists, business plans, the Platform's design. Each Party will protect the other's confidential information with at least reasonable care, use it only to perform this Agreement, and not disclose it except to personnel and advisors bound by confidentiality. This does not cover information that is public through no fault of the receiver, already known, independently developed, or required to be disclosed by law (with notice to the other Party where lawful). These obligations last 3 years after termination, and indefinitely for trade secrets.

15. Non-Solicitation

During this Agreement and for 12 months after termination, neither Party will knowingly solicit for employment any employee or contractor of the other who performed services under or in connection with this Agreement. General job postings and hiring someone who responds to one are not a breach.

16. Dispute Resolution

16.1 Talk first. Before filing anything, the Parties will attempt to resolve the dispute in good faith for 30 days after written notice describing it.

16.2 Arbitration. Any dispute not resolved under 16.1 will be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before one arbitrator, in Marion County, Indiana. Judgment on the award may be entered in any court of competent jurisdiction.

16.3 Jury waiver. Each Party waives the right to a jury trial in any proceeding arising out of this Agreement. This waiver is not subject to the opt-out in Section 16.5 and applies in court as well as in arbitration.

16.3.1 Class waiver. Each Party agrees that disputes will be brought only in an individual capacity, not as a plaintiff or class member in any class or representative proceeding. If this Section 16.3.1 is held unenforceable as to a particular claim, that claim proceeds in court and Sections 16.2 and 16.3 do not apply to it, while the rest of Section 16 stays in effect for all other claims.

16.3.2 Arbitration costs. For any claim where the amount in controversy is $25,000 or less, the arbitration will be decided on the documents alone, without an in-person hearing, unless the arbitrator decides a hearing is necessary. Agency will pay all filing, administrative, and arbitrator fees for such a claim above what Client would have paid to file the same claim in an Indiana state court. Each Party otherwise bears its own attorneys' fees, except as provided in Section 18.11. This exists because arbitration fees can otherwise exceed the entire value of a small claim, which would make the right to bring one meaningless.

16.4 Small claims and injunctive relief. Either Party may bring a qualifying claim in small claims court, and either Party may seek injunctive relief in court to protect its intellectual property or confidential information, without first arbitrating.

16.5 Opt-out. Client may reject Sections 16.2 and 16.3.1 by emailing michael@projectgrve.com within 30 days of the Effective Date; doing so does not affect any other part of this Agreement, and disputes will instead be heard in the state or federal courts located in Indiana. The jury waiver in Section 16.3 is not subject to this opt-out.

16.6 Governing law. Indiana law governs this Agreement, without regard to its conflict-of-laws rules.

In plain English: we try to work it out first, then a single arbitrator instead of a courtroom. Arbitration filing fees are steep enough to price a small claim out of existence, so for anything under $25,000 we pay those fees above what a court would have cost you — otherwise the right to bring a small claim is theoretical. You can opt out of arbitration entirely within 30 days if you'd rather keep the right to sue in court, and small claims court is always open either way. We're telling you all of this instead of burying it.

17. Publicity

Agency may identify Client by name and logo as a customer on Agency's website and in sales materials. Client may revoke this permission at any time by written notice, and Agency will remove Client from those materials within 30 days. Any case study, testimonial, or specific performance figure requires Client's prior written approval of the exact content before publication.

18. General

18.1 Force majeure. Neither Party is liable for a delay or failure caused by events beyond its reasonable control — natural disaster, war, epidemic, labor action, utility or internet failure, government action, or the failure or discontinuation of a Third-Party Service. Payment obligations are not excused. If such an event continues past 60 days, either Party may terminate on notice.

18.2 Subcontractors. Agency may use subcontractors and remains responsible for their performance and for their compliance with Sections 7 and 14.

18.3 Independent contractors. The Parties are independent contractors. Nothing here creates a partnership, joint venture, employment, or agency relationship.

18.4 Assignment. Neither Party may assign this Agreement without the other's written consent, except either Party may assign it in full to a successor in a merger or sale of substantially all assets, with notice.

18.5 Notices. Notices go to the email addresses on page one, or to any address a Party updates in writing. Email notice is effective when sent, absent a bounce.

18.6 Entire agreement. This Agreement and its Exhibits are the entire agreement on this subject and supersede all prior proposals, decks, and discussions. If Agency's online terms of service or its published privacy policy conflict with this Agreement or Exhibit D, this Agreement and Exhibit D control as between the Parties.

18.7 Amendment. Amendments must be in writing and signed by both Parties, except that Agency may update Exhibit C (sub-processors) under the notice process in Section 7.4.

18.8 Waiver and severability. A failure to enforce a right is not a waiver of it. If a provision is unenforceable, it is modified to the minimum extent needed to be enforceable, and the rest of the Agreement stays in effect.

18.9 Electronic signature. The Parties consent to signing this Agreement electronically. An electronic signature is legally binding under the federal E-SIGN Act and Indiana's Uniform Electronic Transactions Act (IC 26-2-8), and has the same effect as an ink signature. This Agreement may be signed in counterparts, each an original.

18.10 Interpretation. Headings and "In plain English" notes are for convenience. If a plain-English note conflicts with the numbered clause it accompanies, the numbered clause controls.

18.11 Costs of collection and prevailing party. Client will reimburse Agency's reasonable costs of collecting past-due amounts, including collection agency fees, court costs, and reasonable attorneys' fees. In any other proceeding to enforce this Agreement, the prevailing Party may recover its reasonable attorneys' fees and costs.

18.12 Continuity. If Agency ceases operations, dissolves, or becomes unable to perform for more than 30 consecutive days, Agency or its representative will, on request: provide Client a complete export of Client Data, transfer Client's domain to Client, cooperate in porting Client's telephone numbers, and refund prepaid unused fees. Agency maintains contact and credential information sufficient for a designated representative to carry this out.

In plain English: 18.12 answers the question every contractor asks about a one-person company, and it's a fair question. If something happens to us, your data, your domain, and your phone number come back to you. It costs us nothing to promise that, and you shouldn't have to wonder.

Exhibit A — Statement of Work

Subscription tier: selected (Basic, Pro, or Ultra) Billing interval: billing period selected at checkout (monthly or annual) Trade / vertical: Client's trade as identified on the order Service area covered: Client's service area as identified on the order Locations included: as listed on Client's order Website included: as selected on Client's order

A.1 What's included at this tier

Client's tier is selected (Basic, Pro, or Ultra). Each tier includes everything in the tier below it.

Basic

• Client dashboard with lead tracking, pipeline, notes, and CSV export
• Marketing channel analytics (Google Analytics 4 + Google Search Console)
• Uptime and SSL monitoring for up to 20 URLs
• Monthly performance report
• Support per Exhibit B

Pro — everything in Basic, plus:

• Review request automation and review monitoring
• Keyword / local ranking tracking
• Call tracking with a dedicated tracking number
• Missed-call text-back (requires Client's A2P 10DLC registration — Section 10.4)
• Weekly AI insights digest
• Team roles and invitations
• Custom branding colors

Ultra — everything in Pro, plus:

• AI lead scoring and qualification
• Revenue attribution
• AI dashboard assistant
• White-label branding
• Automation center: follow-up nurture, estimate follow-up, appointment reminders, reactivation outreach
• AI appointment setting by SMS — available only after Client's own A2P 10DLC brand and campaign registration is approved (Section 10.4). Carrier approval is not guaranteed.

A.2 Add-ons selected

A.3 Website build (if included)

• Pages: as stated on Client's order
• Design revision rounds: 2
• Mobile-responsive. At launch, the pages Agency builds will conform to WCAG 2.2 Level AA as measured by an automated accessibility audit run by Agency on the delivered pages, with the report provided to Client. This does not extend to (a) content, images, video, or documents Client supplies or later adds, (b) third-party embeds or widgets, or (c) changes made by anyone other than Agency after launch. Ongoing conformance is Client's responsibility. Client's sole remedy for a conformance defect reported within 30 days of launch is Agency correcting it at no charge. See Section 12.9.
• Launched on Client's domain
• Lead forms pre-wired to the dashboard with compliant SMS opt-in

A.4 Not included

Anything not listed above. Specifically excluded: paid advertising management and ad-spend budget; Google Local Service Ads management; custom software development; content Client has not supplied within 5 business days of request; third-party subscription fees Client holds directly; A2P 10DLC carrier fees (billed at cost per Section 4.6).

A.5 Timeline

Onboarding begins on payment of the setup fee. Target go-live: 14 business days from kickoff, subject to Section 8. Messaging features go live on carrier approval per Section 10.4.

Exhibit B — Service Level Agreement

Business hours are 9:00am–5:00pm Eastern, Monday through Friday, excluding US federal holidays. Support is reached at michael@projectgrve.com or through the dashboard's Support page.

Uptime credit. If Agency-hosted uptime falls below 99.5% in a calendar month, Client may request a credit of 25% of that month's subscription fee. Below 95%, the credit is 100% of that month's fee. Uptime is measured by Agency's own monitoring, and Agency will provide those records on request. Credits must be requested within 30 days of the month in question, are applied to a future invoice, are not cash refunds, and are Client's sole remedy for missed uptime.

Chronic failure. If Agency-hosted uptime falls below 99.5% in any three months within a rolling six-month period, Client may terminate immediately on written notice and receive a pro-rata refund of prepaid unused fees, in addition to any credits. A credit is the right remedy for a bad month; it is not the right remedy for a pattern.

Exhibit C — Third-Party Services and Sub-processors

These vendors are authorized to process data as part of delivering the Services. Agency will give 30 days' notice before adding a sub-processor that processes Client Data (Section 7.4).

Agency does not use client-specific advertising pixels or sell data to data brokers.

Exhibit D — Data Processing Addendum

This Addendum applies where Agency processes personal data on Client's behalf and forms part of the Agreement.

D.1 Roles. Client is the controller; Agency is the processor.

D.2 Subject matter and duration. Delivery of the Services, for the term of the Agreement plus the retention windows in Section 13.6.

D.3 Categories of data subjects. Client's customers and prospective customers; and Client's own personnel who use the dashboard.

D.4 Categories of personal data. Name, postal address, email address, telephone number, service request details, appointment details, call metadata and recordings, SMS content, website usage data and IP address, and AI-generated scores and summaries derived from the above. Agency does not request or require sensitive data as defined by IC 24-15-2-25, and Client will not submit it.

D.5 Agency's obligations. Agency will (a) process personal data only on Client's documented instructions, this Agreement being the initial instruction, and will notify Client if it believes an instruction violates applicable law; (b) ensure personnel with access are bound by confidentiality; (c) implement the security measures in Section 7.2; (d) engage sub-processors only under Section 7.4 and remain liable for their performance; (e) assist Client with consumer rights requests, data protection impact assessments, and regulator inquiries; (f) notify Client of a confirmed security incident within 72 hours per Section 7.3; (g) delete or return personal data per Section 13.6; and (h) make available the information reasonably necessary to demonstrate compliance, and permit an audit no more than once per year on 30 days' notice, at Client's cost, subject to confidentiality.

D.6 Client's obligations. Client will (a) have a lawful basis and, where required, consent for the data it collects and instructs Agency to process; (b) publish a privacy notice on Client's own site covering these flows; (c) not instruct Agency to process data in a way that violates applicable law.

D.7 International transfers. Agency processes and stores data in the United States. Agency will not transfer Client Data outside the United States without notice to Client.

D.8 Precedence. If this Addendum conflicts with the rest of the Agreement, this Addendum controls for personal data processing.