Terms of Service

In Plain English

This summary is for convenience only. The full legal terms below are the binding agreement, but here's what they mean in normal language:

• We do more than websites. These terms cover everything we build and operate for you: websites, custom software, custom web and mobile applications, automation systems, internal tools, managed applications, integrations, and related services.
• Your content is yours. All text, images, and assets you provide remain your property. We only use them to build and run your website or application.
• Everything we build stays our intellectual property.Websites, apps, custom software, and automations are built with our proprietary technology and remain owned by us — including software we build specifically for your company. You're paying for a software-as-a-service subscription: as long as it's active and in good standing, you can use the product normally, but you don't own it and can't take it elsewhere unless you purchase an express written buyout.
• You can cancel anytime. If you cancel, your site or application will go offline at the end of your paid billing cycle. Make sure you save your content before your subscription ends, or choose a buyout option if you want to keep the full product.
• Domains: we run them all; ownership depends on who registered them. Every domain in our system is wired into our proprietary infrastructure (custom link services, routing, DNS), so we manage and control all of them while you're subscribed, and they're used only for your site or app. Domains we register belong to us. A domain you already owned and moved over to us stays yours, but we run it exclusively during your subscription. Moving any domain out to your own account is a separate paid transfer service that covers unwiring it from our systems.
• Demos are for evaluation only. We build free demo websites and applications so you can see our work. You agree not to reuse, copy, or pass a demo to another agency as if it were your own project.
• Portfolio and examples.We may show your live site or application in our portfolio or case studies to demonstrate our work. If you ever want it removed, you can contact us and we'll work with you.
• Automations depend on other platforms.Automation systems and integrations rely on third-party services (CRMs, messaging platforms, APIs, AI providers). If those services change or fail, the automation can break — that is outside our control, and you're responsible for reviewing automated outputs before relying on them.
• Your users' content and conduct are your responsibility.If we build you a marketplace, community, forum, review system, chat, or any application where your customers or visitors can post, upload, sell, buy, or share things, we only provide the software. We don't control, review, or moderate what your users post or do, and we are not responsible or liable for their content, their conduct, or any transactions or disputes between them. Payments run through your own payment processor account (like Stripe) — we never touch the money — and we aren't liable for anything sold on your platform (like a food item that goes bad) or for financial losses from system errors, even though we work hard to keep everything running smoothly.
• Custom projects that end early. If you cancel a custom software project partway through, you pay for the work completed up to that point. The software remains ours either way — ownership transfers only through an express written buyout.
• We keep confidential info private.Both sides agree to protect each other's confidential information, and we only use your customers' data to run your services — we never sell it.
• We don't guarantee specific business results.We can't promise a certain number of leads, rankings, sales, uptime, or error-free software, because those depend on factors outside our control. We do commit to providing professional, secure, well-maintained products.
• Our liability is limited.If something goes wrong, our maximum responsibility is capped at your most recent one (1) month of payments to us, and we are not responsible for indirect losses like lost profits, lost data, or lost business. The portion of your fees that covers hosting, infrastructure, and maintenance is spent on servers and compute the moment it's used, so it can never be refunded and doesn't count toward that cap.
• Disputes are handled by arbitration in Delaware. If there is a serious disagreement, it will be resolved through binding arbitration under Delaware law instead of in court or a class action, and claims must be brought within one year.

Industries Design - Terms of Service

PLEASE READ THIS TERMS OF SERVICE AGREEMENT ("AGREEMENT") CAREFULLY. THIS AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU ("CLIENT," "PROSPECT," "YOU," "YOUR") AND INDUSTRIES DESIGN LLC, A DELAWARE LIMITED LIABILITY COMPANY ("AGENCY," "WE," "US," "OUR").

BY ACCESSING OUR WEBSITE (industriesdesign.com), REQUESTING OR VIEWING A DEMONSTRATION BUILD, MAKING A PAYMENT, OR USING ANY OF THE SERVICES PROVIDED BY INDUSTRIES DESIGN LLC, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT USE OUR WEBSITE, VIEW OUR MATERIALS, OR PROCURE OUR SERVICES.

You are encouraged to seek independent legal counsel before agreeing to these terms.

1. DEFINITIONS

"Services" refers to any and all products and services provided by Industries Design LLC, including but not limited to website design, development, and hosting; Subscription Plans; Add-On Services; A La Carte Services; Custom Software Services; Automation Systems; Managed Applications; consultations; and any other work performed by the Agency for the Client, whether or not expressly described in this Agreement.

"Custom Software Services" refers to the design, development, configuration, deployment, hosting, and/or maintenance of custom software of any kind, including but not limited to custom web applications, mobile applications, desktop applications, internal business tools, dashboards, portals, databases, APIs, integrations, scripts, and AI-powered features or tools.

"Automation Systems" refers to any automated workflow, process, pipeline, bot, agent, scheduled task, or integration built or configured by the Agency, including but not limited to lead routing, CRM synchronization, notifications, data processing, AI-assisted workflows, and connections between third-party platforms.

"Managed Applications"refers to any website, application, Automation System, or other software that the Agency hosts, operates, monitors, and/or maintains on behalf of the Client on a recurring-fee basis, including internal applications used solely within the Client's organization.

"Deliverables" refers to the specific work product identified in an applicable SOW as being delivered to the Client, excluding all Agency IP and Third-Party Materials.

"Third-Party Services" refers to any product, service, platform, API, library, model, or infrastructure not owned by the Agency, including but not limited to hosting providers, domain registrars, payment processors, CRMs, messaging platforms, analytics tools, AI/model providers, and open-source software.

"Evaluation Materials" refers to any and all demonstration builds, prototypes, mockups, proposals, or other materials provided by the Agency to a prospect for the purpose of evaluation, prior to the execution of a paid service agreement.

"Subscription Plans"refers to the subscription-based website design, development, and maintenance services offered by the Agency, including but not limited to the "STARTER," "GROWTH," and "SCALE" plans as detailed in Section 3.

"Add-On Services" refers to optional, additional services that can be added to a Subscription Plan for a recurring monthly fee, such as the Lead Alert System, CRM Integration, or Advanced Chatbot.

"A La Carte Services" refers to any project-based services such as custom development, advanced integrations, or other services not included in a Subscription Plan or Add-On Service.

"Agency IP" refers to all intellectual property owned by Industries Design LLC, including but not limited to website and application designs, source code, graphics, structure, frameworks, templates, components, libraries, tools, processes, know-how, and methodologies developed by the Agency, whether pre-existing or created during the provision of Services.

"Client Content" refers to all text, images, logos, videos, data, credentials, and other materials provided by the Client to the Agency for use in connection with the Services.

"End Users"refers to any person or entity other than the Client — including without limitation the Client's customers, visitors, members, subscribers, buyers, sellers, vendors, and personnel — who accesses, uses, or interacts with any Website, application, Automation System, Managed Application, or other product provided or operated by the Agency for the Client.

"User-Generated Content" ("UGC") refers to any content, material, data, or communication of any kind — including without limitation text, posts, comments, reviews, ratings, listings, offers, profiles, messages, images, audio, video, files, links, and transaction information — that is created, submitted, posted, uploaded, transmitted, stored, sold, listed, or otherwise made available by or on behalf of any End User (or by the Client acting as a platform operator) through any Service, including through marketplace, community, forum, social, chat, messaging, review, commenting, booking, or other interactive features.

"Website" refers to the website developed and/or maintained by the Agency for the Client under a Subscription Plan.

"Statement of Work" (SOW) refers to a separate document outlining the specific scope, deliverables, timeline, and fees for SCALE Plans, Custom Software Services, Automation Systems, Managed Applications, or A La Carte Services.

2. EVALUATION MATERIALS AND DEMONSTRATION BUILDS

2.1. Ownership and Purpose:

The Agency may provide prospective clients with Evaluation Materials for the sole and limited purpose of evaluating the Agency's services and capabilities. All Evaluation Materials, including but not limited to website and application demonstration builds, are and shall remain the sole and exclusive intellectual property of Industries Design LLC.

2.2. Acceptance by Use:

BY ACCESSING, VIEWING, OR OTHERWISE USING ANY EVALUATION MATERIALS PROVIDED BY THE AGENCY, YOU, ON BEHALF OF YOURSELF AND YOUR COMPANY, HEREBY ACKNOWLEDGE AND AGREE TO THE FOLLOWING TERMS, REGARDLESS OF WHETHER YOU PROCURE PAID SERVICES FROM THE AGENCY:

1. No Rights Granted: You are granted no right, title, interest, or license to the Evaluation Materials. You acknowledge that you have no claim of ownership to the design, layout, code, graphics, or any other element of the demonstration.
2. Prohibited Use:You agree not to copy, save, download, reproduce, modify, decompile, create derivative works from, distribute, publicly display, or otherwise use any part of the Evaluation Materials for any commercial or personal purpose, except for internal review and evaluation of the Agency's services.
3. Confidentiality: You agree to treat the Evaluation Materials as confidential and to not share them with any third party, particularly other web developers, designers, software firms, or competing agencies.

2.3. Reservation of Rights:

Any unauthorized use of the Evaluation Materials constitutes a breach of this Agreement and an infringement of the Agency's intellectual property rights. Industries Design LLC reserves all rights and remedies at law and in equity to protect its intellectual property, including seeking injunctive relief and damages.

3. DESCRIPTION OF SERVICES

3.1. Subscription Plans

The Agency offers several comprehensive website service plans on a subscription basis with recurring monthly subscription fees.

1. General Terms for All Subscription Plans: All plans include Secure Website Hosting, an SSL Certificate, ongoing security monitoring, and core software updates. Backup frequency varies by plan (see individual plan details below). All backups are performed on a commercially-reasonable-efforts basis and are not a guarantee against data loss (see Sections 10 and 11); the Client remains responsible for maintaining independent copies of all Client Content and business-critical data.
2. Definition of "Content Updates":"Content Updates" are defined as changes to the existing pages of the Website, such as updating text, swapping images or videos provided by the Client, adding or revising sections on existing pages, updating contact or business information, seasonal promotions, layout adjustments to existing pages, and adding new blog posts from Client-provided content. Content Updates do not include the creation of new pages, new feature development, redesigns, complex custom graphic design work, or original content creation (copywriting). The number of included updates varies by plan. Unused updates do not roll over to subsequent months.
3. Work Exceeding Plan Limits:Any work requests that exceed a plan's allotted Content Updates, or fall outside the definition of " Content Updates," will be quoted separately and billed at the Agency's then-current hourly rate upon Client approval.
4. Service Exclusions:Unless otherwise specified in a plan's description or a separate SOW, Subscription Plans EXPLICITLY DO NOT INCLUDE: original content creation (copywriting), logo design or branding services, complex custom graphic design, advanced SEO campaigns (beyond "Basic SEO Management" where included), pay-per-click (PPC) advertising management, or social media management.
5. Pricing:Prices listed in this Agreement are informational summaries only. The Agency's current pricing for Subscription Plans and Add-On Services is published at industriesdesign.com/pricing, and the pricing presented to the Client at the time of order controls. In the event of any conflict between prices listed in this Agreement and the pricing page or the Client's order, the pricing page or order controls. The Agency may adjust recurring fees upon at least thirty (30) days' notice, with the adjusted fees taking effect at the start of the next billing cycle.

A. STARTER Plan

• Monthly Subscription: $59.00 USD (monthly) / $47.00 USD (annually)
• Includes: Custom website design and building (typically up to five (5) pages), Secure hosting and SSL certificate, Domain name registration and management, Mobile responsive design, Speed optimization, Search engine fundamentals, Spam-protected contact form with click-to-call, Basic traffic statistics, Standard email support, Daily backups, ongoing updates, and up to two (2) Content Updates per month.

B. GROWTH Plan

• Monthly Subscription: $99.00 USD (monthly) / $79.00 USD (annually)
• Includes: Everything in the STARTER Plan, plus larger builds (typically up to ten (10) pages), Google Analytics dashboard, Google Search Console monitoring, Enhanced forms (quote requests, bookings, multi-step), Google reviews display, Social media feed integration, Uptime monitoring, Priority email support, and up to four (4) Content Updates per month.

C. SCALE Plan

• Monthly Subscription: $149.00 USD (monthly) / $119.00 USD (annually)
• Includes:Everything in the GROWTH Plan, plus builds sized to the Client's needs, Visitor behavior tracking and heatmaps, Automated monthly analytics report, Campaign landing pages, Blog or news section, Rich-result schema markup, Quarterly site health report, Expedited support response, and six (6) Content Updates per month.

3.2. Add-On Services

The following Add-On Services can be added to any active Subscription Plan for an additional recurring monthly fee. Add-Ons are billed concurrently with the primary Subscription Plan and are subject to the same payment and termination terms.

• Lead Alert System: Instant notifications for new leads in a supported workspace (e.g., Slack, Microsoft Teams). +$29/mo.
• CRM Integration: Automatically send new leads to a supported CRM (e.g., HubSpot, Zoho). +$49/mo.
• Advanced Chatbot: An AI-powered assistant with lead capture and appointment booking capabilities. +$79/mo.

The functionality of Add-On Services that rely on third-party platforms is dependent on the availability and APIs of those platforms. The Agency is not responsible for disruptions caused by changes to or failures of these third-party services.

3.3. Custom Software & Application Development Services

In addition to website services, the Agency offers Custom Software Services, including but not limited to: custom software of any kind; custom web, mobile, and desktop applications; internal business tools and applications; dashboards, portals, and databases; APIs and integrations; and AI-powered features and tools. Unless otherwise agreed in writing:

1. Governed by SOW: The specific scope, deliverables, milestones, acceptance criteria, timelines, and fees for Custom Software Services will be set forth in a separate SOW. In the event of a conflict between an SOW and this Agreement, the SOW controls only as to the specific terms it expressly modifies; all protections, disclaimers, and limitations in this Agreement otherwise apply in full to all Custom Software Services.
2. Scope Changes: Any request outside the written scope of an SOW is a change request, which the Agency may accept, decline, or quote separately at its then-current rates. The Agency has no obligation to perform out-of-scope work.
3. Acceptance:Unless an SOW states otherwise, Deliverables are deemed accepted upon the earlier of (i) the Client's written acceptance, (ii) the Client's productive or live use of the Deliverable, or (iii) ten (10) business days after delivery without a written, specific, and reproducible defect report.
4. Software Is Never Defect-Free: The Client acknowledges that software of any complexity may contain errors, bugs, and vulnerabilities, and that the existence of errors does not constitute a breach of this Agreement. Post-acceptance fixes, updates, and maintenance are provided only under an active maintenance plan, Managed Application arrangement, or separately billed engagement.
5. Software-as-a-Service Model:Unless an SOW expressly provides otherwise, all custom software is built with the Agency's proprietary technology and is hosted, operated, and licensed by the Agency on a software-as-a-service basis under Sections 4 and 5. The Client pays for access to and use of the software, not for ownership of it.

3.4. Automation Systems

The Agency may design, build, configure, and/or operate Automation Systems for the Client. The Client acknowledges and agrees that:

1. Third-Party Dependency: Automation Systems depend on Third-Party Services (e.g., CRMs, messaging platforms, e-mail providers, AI model providers, APIs). Changes to, outages of, rate limits on, pricing changes to, or discontinuation of any Third-Party Service may degrade or break an Automation System at any time without notice, and the Agency shall have no liability for any resulting failure, delay, error, or loss.
2. No Guarantee of Execution: The Agency does not warrant that any Automation System will run without interruption, execute every intended action, deliver every notification, capture every lead, or produce accurate or complete outputs.
3. Client Review Obligation:The Client is solely responsible for monitoring and reviewing the outputs and actions of any Automation System before relying on them, including any AI-generated content, messages sent to the Client's customers, and data written to the Client's systems.
4. Third-Party Accounts and Costs: The Client is solely responsible for maintaining its own accounts, subscriptions, licenses, usage fees, and compliance with the terms of all Third-Party Services connected to an Automation System.

3.5. Managed & Internal Applications

Where the Agency hosts, operates, or maintains a Managed Application (including internal applications) for a recurring fee:

1. Subscription Model Applies: Unless an SOW expressly states otherwise, Managed Applications are provided under the same license, ownership, termination, and payment framework as Subscription Plans (Sections 4, 5, and 6), with the Agency retaining ownership of all Agency IP embodied in the application.
2. No Service Level Guarantee: The Agency will use commercially reasonable efforts to keep Managed Applications available but does not guarantee any specific uptime, availability, response time, or performance level, and shall not be liable for downtime, maintenance windows, or outages of any kind, including those caused by Third-Party Services.
3. Data and Backups: The Agency may perform periodic backups as described in the applicable plan or SOW, but the Client is solely responsible for maintaining independent copies of all Client Content and business-critical data. THE AGENCY SHALL NOT BE LIABLE FOR ANY LOSS, CORRUPTION, OR UNRECOVERABILITY OF DATA.

3.6. A La Carte Services

The Agency also offers standalone project-based services. The specific scope, deliverables, timelines, and fees for these services will be governed by this Agreement and detailed in a separate, mutually-agreed-upon Statement of Work (SOW).

3.7. Timelines Are Estimates:

All delivery dates, launch estimates, build times, turnaround times, and similar timeframes communicated by the Agency — whether on its website, in marketing materials, in proposals, in correspondence, or in an SOW (unless the SOW expressly designates a date as a binding deadline) — are good-faith estimates only and are not guaranteed or contractually binding. Timelines depend on factors including the Client's responsiveness, the timely provision of Client Content and access, Third-Party Services, and project complexity. A delay in delivery shall not constitute a breach of this Agreement and shall not entitle the Client to any refund, credit, penalty, or damages, and the Client's payment obligations are not affected by any such delay.

3.8. Service Evolution:

The Agency continuously develops and improves its platform. The Agency may modify, update, patch, upgrade, refactor, or improve the software, infrastructure, and features underlying any Website, application, Automation System, or Managed Application at any time, with or without notice, including by replacing components or technologies and by retiring features that the Agency determines are obsolete, insecure, or impractical to maintain, provided the Agency will use commercially reasonable efforts not to materially degrade the core functionality of the Client's product. Such changes do not constitute a breach of this Agreement and do not entitle the Client to any refund or credit.

4. INTELLECTUAL PROPERTY & OWNERSHIP

4.1. Agency Ownership of All Work Product:

For the avoidance of all doubt, the Client acknowledges and agrees that under any Subscription Plan, Managed Application arrangement, or Custom Software Services engagement, Industries Design LLC shall retain full, exclusive, and perpetual ownership of all right, title, and interest in and to the Agency IP, which includes the Website's or application's design, visual elements, source code, stylesheets, scripts, database schemas, and all related files. The subscription model is analogous to a software license or a lease; the Client is paying for the use of the finished product, not for its ownership.

4.2. Client's Limited License:

For as long as the applicable subscription remains active and in good standing, the Client is granted a limited, revocable, non-exclusive, non-transferable license to use the Website, Managed Application, or other software provided by the Agency for its intended business purpose. This license is strictly contingent upon compliance with this Agreement. The Client shall not, and shall not permit or assist any third party to: (a) copy, download, scrape, mirror, or extract the software, its source code, or its design; (b) modify, adapt, translate, or create derivative works of the software; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, architecture, or underlying ideas of the software; (d) sublicense, sell, resell, rent, lease, distribute, white-label, or otherwise make the software available to any third party; (e) use the software or any part of it to develop, or assist in developing, a product or service that competes with the Agency; (f) remove, alter, or obscure any proprietary notices; (g) grant any competitor of the Agency, or any other web, design, or software development provider, access to the software, its code, or its administrative systems; or (h) use the software for benchmarking or competitive analysis. Any violation of this Section automatically terminates the license, and the Agency may seek injunctive relief in addition to all other remedies.

4.3. The "Fair Buyout Plan" (Path to Ownership):

The Client may obtain full ownership and intellectual property rights to the Website by exercising the Fair Buyout Plan.

1. Buyout Fee: The standard buyout fee is a one-time payment of $1,500.00 USD. The applicable buyout fee will be quoted in writing at the time the Client requests to exercise the buyout and may be adjusted based on the complexity and features of the specific Website; the written quote controls. Buyout pricing for Managed Applications and Custom Software Services, where offered, will be quoted separately based on the complexity of the product.
2. Transfer of Ownership:Upon the Agency's receipt of the full Buyout Fee, all right, title, and interest in the Website's specific design and its related code files (excluding any pre-existing Agency IP, proprietary tools, frameworks, or third-party licensed software) shall be transferred to the Client.
3. Delivery of Files: The Agency will provide the Client with a complete digital copy of the Website files (e.g., a ZIP archive).
4. Termination of Services:The execution of the Buyout Plan immediately terminates the Subscription Plan and all of the Agency's obligations for hosting, security, maintenance, support, and any other services under this Agreement. The Client becomes solely and entirely responsible for all aspects of the Website's future operation.

4.4. Ownership of Custom Software; Software-as-a-Service Model:

All software, applications, Automation Systems, and other work product designed, developed, or configured by the Agency — including custom software and applications built for a specific Client under an SOW— is created using the Agency's proprietary technology, tools, frameworks, and methodologies, and is and shall remain the sole and exclusive property of Industries Design LLC. Custom Software Services are provided on a software-as-a-service basis: for as long as the applicable recurring fees are paid and current, the Client is granted a limited, revocable, non-exclusive, non-transferable license to access and use the software for its intended business purpose, subject to Sections 4.2 and 5. The Client acquires no ownership of, and no right, title, or interest in, any software, source code, design, database schema, or other work product, and nothing in any SOW shall be construed as an assignment of intellectual property unless the SOW expressly states that ownership transfers, identifies the specific items transferred, and states the buyout fee for that transfer. Any such transfer takes effect only upon the Agency's receipt of the full buyout fee, and always excludes pre-existing Agency IP, proprietary tools, frameworks, and third-party materials; to the extent Agency IP is embodied in a transferred item, the Agency grants the Client a non-exclusive, non-transferable, royalty-free license to use such Agency IP solely as incorporated in that item and solely in connection with the Client's use and operation of it. Nothing in this Agreement restricts the Agency's right to reuse its Agency IP, general skills, techniques, and experience for other clients, including clients in the same industry as the Client.

4.5. Client Content Ownership:

The Client represents and warrants that they are the rightful owner of, or have obtained all necessary licenses and permissions for, all Client Content. The Client retains full ownership of the Client Content and grants Industries Design LLC a worldwide, royalty-free, non-exclusive license to use, reproduce, modify, and display the Client Content solely for the purpose of providing the Services under this Agreement.

4.6. Promotional and Portfolio Rights:

The Client agrees and grants Industries Design LLC a perpetual, worldwide, royalty-free, non-exclusive license to use, reproduce, publish, and display the final Website, application, or other work product, and any derivative works thereof, for promotional and marketing purposes. This includes, but is not limited to, displaying the work in the Agency's portfolio, on the Agency's website, in case studies, in design competitions, in marketing materials (both digital and print), and in presentations to prospective clients. The Agency may also use the Client's name, logo, and trademarks in connection with the promotion of the work. The Client may contact the Agency at any time to request removal from future marketing materials, and the Agency will make reasonable efforts to honor such requests on a go-forward basis. This right shall otherwise survive the termination of this Agreement.

4.7. Domain Names:

A. Agency-Registered Domains.Unless otherwise agreed in writing, any domain name newly registered or acquired by the Agency in connection with the Services (an "Agency-Registered Domain") is registered under and held in the Agency's registrar account(s) and is owned, controlled, and managed exclusively by the Agency as an integrated part of its proprietary service infrastructure, including the Agency's custom link, routing, DNS, redirect, email, and related systems. For as long as the applicable subscription remains active and in good standing, the Agency will point the domain to the Client's Website or application and will use the domain solely in connection with providing the Services to the Client. The Client acquires no ownership of, and no right, title, or interest in, any Agency-Registered Domain by virtue of any subscription, buyout, or other Service.

B. Client-Contributed Domains.Where the Client transfers into the Agency's systems a domain name that the Client registered or owned before, or independently of, the Services (a "Client-Contributed Domain"), the Client retains ownership of and title to that domain. However, for the duration of the applicable subscription, the Agency shall have exclusive management and control of the Client-Contributed Domain: the domain will be held in the Agency's registrar account(s) and integrated into the Agency's proprietary service infrastructure, and the Client grants the Agency an exclusive license to manage, configure, and use the domain solely to provide the Services. During the term, the Client shall not transfer the domain away, modify its registrar, DNS, or related settings, or grant any third party access to or control over the domain, except through the Agency.

C. Domain Release.The transfer of any domain out of the Agency's systems to the Client's own registrar account — whether an Agency-Registered Domain or the return of a Client-Contributed Domain — is a separate, paid deprovisioning service. Any such release requires: (a) payment in full of all outstanding, undisputed fees on the Client's account; (b) payment of the Agency's then-current Domain Release Fee, quoted in writing at the time of the request, which covers deprovisioning the domain from the Agency's proprietary systems, administrative work, and transfer costs; and (c) completion of the applicable registrar's transfer process. Upon termination of the subscription without a completed release: the Client has no right to any Agency-Registered Domain, and the Agency will initiate the return of any Client-Contributed Domain promptly following satisfaction of the requirements in this Section. The Agency has no obligation to renew, maintain, or reserve any domain after termination, and the Client is solely responsible for the registration, renewal, and fees of any domain it retains in its own registrar account.

4.8. Feedback and Aggregated Data:

If the Client or any End User provides the Agency with suggestions, ideas, feature requests, improvements, or other feedback regarding the Services, the Agency may use, disclose, and exploit such feedback freely and without restriction, attribution, or compensation, including by incorporating it into Agency IP and into products and services provided to other clients. The Agency may also collect, generate, and use data regarding the use, operation, and performance of the Services in aggregated or de-identified form for any lawful business purpose, including improving, developing, and marketing its products and services, provided such data does not identify the Client or any individual.

5. TERM AND TERMINATION

5.1. Term:

This Agreement commences upon the Client's first use of the Services and shall continue on a month-to-month basis for any Subscription Plan or Managed Application, automatically renewing each month upon payment of the applicable fee, and for SOW-based engagements, until the completion or termination of the applicable SOW.

5.2. Termination by Client:

The Client may terminate a Subscription Plan or Managed Application at any time by emailing legal@industriesdesign.com or by using any cancellation mechanism provided in the Client's account or billing portal. Termination will be effective at the end of the current paid billing cycle, and no further recurring fees will be charged after that cycle. All sales are final. Due to the digital and perishable nature of the Services — including but not limited to hosting infrastructure, compute resources, third-party licensing, and pre-allocated capacity — no credits or payments will be returned for any unused portion of a billing period, and all fees paid for SOW-based work are non-refundable once paid.

5.3. Termination by Agency:

The Agency may suspend or terminate this Agreement and the Services immediately and without notice if the Client: (a) fails to make any payment when due; (b) breaches any term of this Agreement, including the Acceptable Use Policy; (c) becomes insolvent or subject to bankruptcy proceedings; or (d) engages in abusive, threatening, or unlawful conduct toward the Agency or its personnel. The Agency may also terminate any Subscription Plan, Managed Application, or SOW for convenience upon thirty (30) days' written notice, in which case the Client's sole remedy is a pro-rata refund of any prepaid, unused recurring fees for the period after the effective termination date, excluding any amounts attributable to Infrastructure Costs (Section 6.6), which are consumed upon use and are non-refundable in all cases.

5.4. CONSEQUENCES OF TERMINATION:

Upon termination of a Subscription Plan or Managed Application for any reason (excepting the execution of the Fair Buyout Plan or a completed buyout under an SOW):

• The Client's license to use the Website or Managed Application is immediately and automatically revoked.
• The Agency has the right to take the Website or Managed Application offline immediately. The Agency has no obligation to retain any files or data after termination and may delete them at any time; in any event, all associated files and data may be permanently deleted after thirty (30) days.
• The Client will have no right to receive a copy of the Website or application, its design, its code, or any related files, unless the Client has exercised the Fair Buyout Plan or an applicable buyout under an SOW.
• The Client remains liable for any and all fees accrued prior to the effective date of termination.

5.5. Termination of SOW-Based Engagements:

Either party may terminate an SOW-based engagement by providing written notice to the other party. Upon any termination of an SOW by the Client (other than for the Agency's uncured material breach), all fees for work performed by the Agency through the effective date of termination — including work in progress not yet invoiced — become immediately due and payable, and any deposits or milestone payments already made remain non-refundable in accordance with Section 5.2. Termination of an SOW does not transfer any right, title, or interest in any software or Deliverable to the Client; the Client's license ends in accordance with Section 5.4, and any ownership transfer occurs only under an express buyout satisfying Section 4.4.

6. FEES AND PAYMENT

6.1. Fees:

Client agrees to pay all fees as specified for their selected Subscription Plan, Add-On Services, Managed Application, or any applicable SOW. All fees are quoted in U.S. Dollars and are exclusive of any taxes, which are the Client's responsibility. All sales are final. Due to the digital and perishable nature of the Services — including hosting costs, compute, third-party licensing, and other pre-provisioned infrastructure — all payments are non-returnable once processed.

6.2. Payment:

Recurring monthly fees for Subscription Plans, Managed Applications, and any selected Add-On Services will be automatically charged to the Client's provided payment method. Invoices for A La Carte Services, Custom Software Services, or additional work are due upon receipt unless the applicable SOW states otherwise. Each payment made to the Agency — including any payment processed through Stripe or another payment processor — constitutes the Client's acceptance and reaffirmation of this Agreement and the Agency's Privacy Policy as then in effect.

6.3. Late Payments:

For any amounts not paid when due, the Agency may charge a late penalty of 1.5% per month or the highest rate permitted by law, whichever is lower. The Client is responsible for all costs of collection, including reasonable attorneys' fees.

6.4. Suspension for Non-Payment:

Without limiting Section 5.3 or any other right or remedy, if any payment is more than seven (7) days past due, the Agency reserves the right to suspend all Services, including deactivating any live Website, Managed Application, or Automation System, until all outstanding balances are paid in full. The Agency shall have no liability for any consequence of such suspension.

6.5. Chargebacks:

Initiating a chargeback or payment dispute for validly charged fees constitutes a material breach of this Agreement. The Agency may immediately suspend all Services and recover the disputed amount, associated processing fees, and reasonable costs of responding to the dispute.

6.6. Hosting, Infrastructure & Maintenance Costs Are Consumed When Used:

The Client acknowledges and agrees that a portion of every recurring and one-time fee paid to the Agency is attributable to hosting, servers, compute, bandwidth, storage, security, monitoring, maintenance, third-party licensing, and related infrastructure costs (collectively, "Infrastructure Costs") that the Agency pays out to third-party providers and that are consumed at or before the time the Services are delivered. Once incurred, Infrastructure Costs are spent and cannot be recovered, reversed, resold, or reallocated by the Agency, and the Agency retains no access to or benefit from them after use. Accordingly, amounts attributable to Infrastructure Costs: (a) ARE NON-REFUNDABLE AND NON-CREDITABLE UNDER ALL CIRCUMSTANCES, including upon any termination, suspension, cancellation, downgrade, or dispute; (b) ARE EXCLUDED FROM ANY CALCULATION OF FEES PAID FOR PURPOSES OF THE LIMITATION OF LIABILITY IN SECTION 12; and (c) shall not be subject to any refund, credit, setoff, recoupment, or claim for damages of any kind.

7. CLIENT OBLIGATIONS & ACCEPTABLE USE

7.1. Client Responsibilities:

The Client is solely responsible for:

• Providing all Client Content in a timely manner and in a suitable digital format.
• Ensuring the accuracy, legality, and appropriateness of all Client Content.
• Maintaining the confidentiality of any account credentials.
• Maintaining independent backups of all Client Content and business-critical data.
• Reviewing and verifying the outputs, actions, and communications of any Automation System or AI-powered feature before relying on them.
• Maintaining, paying for, and complying with the terms of all Third-Party Services used in connection with the Client's Website, application, or Automation System.

7.2. Legal and Regulatory Compliance:

The Client is solely responsible for ensuring that its business, its use of the Services, and the content, features, and operation of its Website, application, or Automation System comply with all laws and regulations applicable to the Client, including without limitation privacy and data protection laws (e.g., GDPR, CCPA), accessibility requirements (e.g., ADA, WCAG), marketing and communications laws (e.g., CAN-SPAM, TCPA), and industry-specific regulations (e.g., HIPAA, financial services rules). THE AGENCY DOES NOT PROVIDE LEGAL, REGULATORY, ACCESSIBILITY, OR COMPLIANCE ADVICE, DOES NOT WARRANT THAT ANY DELIVERABLE OR SERVICE COMPLIES WITH ANY PARTICULAR LAW OR STANDARD, AND SHALL HAVE NO LIABILITY ARISING FROM THE CLIENT'S COMPLIANCE OBLIGATIONS.

7.3. Acceptable Use Policy:

The Client shall not use the Services to create, store, or transmit any material that is illegal, fraudulent, defamatory, obscene, infringing upon the intellectual property rights of others, or that contains viruses, malware, or other malicious code, and shall not use any Automation System to send unsolicited communications in violation of applicable law.

7.4. Consent to Cookies & Tracking:

By accessing or using our website (industriesdesign.com), you acknowledge and, to the extent permitted by applicable law, consent to the use of cookies, tracking pixels, and similar technologies (including but not limited to Meta Pixel, TikTok Pixel, Google Analytics, and PostHog) as described in our Privacy Policy. These tools are used for analytics, performance monitoring, and advertising purposes. You may control or disable cookies at any time through your browser settings, as described in the Privacy Policy.

7.5. Business Use; Authority:

The Client represents and warrants that: (a) it is entering into this Agreement and procuring the Services solely for business and commercial purposes, and not as a consumer for personal, family, or household purposes; and (b) each individual who accepts this Agreement, orders Services, or makes payment on the Client's behalf is duly authorized to bind the Client to this Agreement.

8. USER-GENERATED CONTENT; END USERS; MARKETPLACES & COMMUNITY FEATURES

This Section applies whenever any Service — including any Website, custom application, Managed Application, or Automation System — includes marketplace, community, social, forum, review, chat, messaging, listing, booking, e-commerce, or other interactive features, or otherwise permits End Users to submit, post, transmit, store, or transact in User-Generated Content.

8.1. Agency Is a Software Provider Only:

The Agency designs, builds, hosts, and operates software. The Agency is not, and shall not be deemed to be, the publisher, speaker, author, editor, moderator, curator, broker, seller, payment processor, or distributor of any User-Generated Content or of any product, service, or offer made available through the Client's platform. The Agency exercises no editorial control over User-Generated Content and has NO OBLIGATION to monitor, screen, review, moderate, verify, edit, or remove any User-Generated Content, even where tools for doing so are included in the software.

8.2. Client Is Solely Responsible for UGC and End Users:

As between the parties, the Client is the operator of its platform and is solely responsible for: (a) all User-Generated Content and all acts and omissions of all End Users; (b) establishing, publishing, and enforcing its own end-user terms of service, privacy policy, community guidelines, and content-moderation practices; (c) implementing and operating any legally required notice-and-takedown or complaint procedures (including registering its own DMCA designated agent where applicable) and responding to infringement or abuse reports; (d) age restrictions, identity verification, and eligibility screening of End Users; (e) all transactions conducted through the platform, including payments, refunds, chargebacks, fraud, taxes, shipping, and the quality, safety, legality, and delivery of any goods or services offered by or to End Users; and (f) all disputes and communications between End Users, or between the Client and its End Users.

8.3. No Agency Liability for UGC or End User Conduct:

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGENCY SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER, UNDER ANY THEORY OF LIABILITY, FOR ANY USER-GENERATED CONTENT OR FOR THE ACTS, OMISSIONS, OR CONDUCT OF ANY END USER, INCLUDING WITHOUT LIMITATION ANY CONTENT OR CONDUCT THAT IS UNLAWFUL, INFRINGING, DEFAMATORY, FRAUDULENT, OBSCENE, HARASSING, HARMFUL, OR OBJECTIONABLE; ANY TRANSACTION, PAYMENT, OR DISPUTE BETWEEN END USERS OR BETWEEN THE CLIENT AND ITS END USERS; ANY LOSS, INJURY, OR DAMAGE ARISING FROM RELIANCE ON USER-GENERATED CONTENT; OR ANY FAILURE TO MONITOR, MODERATE, OR REMOVE USER-GENERATED CONTENT. THIS EXCLUSION APPLIES REGARDLESS OF WHETHER THE AGENCY HOSTS OR OPERATES THE PLATFORM ON WHICH THE USER-GENERATED CONTENT APPEARS.

8.4. Right (But No Obligation) to Remove:

The Agency reserves the right, but assumes no obligation, to remove, disable, or restrict access to any User-Generated Content, End User account, or interactive feature that the Agency believes in its sole discretion to be unlawful, infringing, harmful to the Agency's infrastructure or reputation, or in violation of this Agreement, at any time, with or without notice, and without any liability to the Client or any End User. The exercise or non-exercise of this right shall not create any duty of care or any obligation to act in any other instance.

8.5. No Relationship with End Users:

This Agreement is between the Agency and the Client only. No End User is a party to, or a third-party beneficiary of, this Agreement, and the Agency has no contractual relationship with, and owes no duty to, any End User. The Client shall ensure that its own end-user terms: (a) disclaim all liability of the Agency and its personnel to End Users; (b) name the Agency and its members, managers, officers, employees, contractors, and agents as intended third-party beneficiaries of those disclaimers and of all limitations of liability; and (c) direct End Users to bring any claim solely against the Client. The Client shall not represent to any End User that the Agency is a party to, guarantor of, or participant in any transaction on the Client's platform.

8.6. Payment Processing; Client's Own Processor Account:

Where any Service includes payment, checkout, subscription, payout, or other financial functionality, all payments are processed through the Client's own account with a third-party payment processor (e.g., Stripe) under the Client's own merchant agreement with that processor. The Agency's role is strictly limited to building and integrating software that connects to the Client's processor account. The Agency: (a) is not a party to the Client's agreement with any payment processor; (b) does not receive, hold, transmit, control, or take custody of any funds, and is not a payment processor, money transmitter, money services business, escrow agent, or financial institution of any kind; and (c) makes no representation regarding any processor's availability, fees, or conduct. The Client is solely responsible for its processor account, including compliance with the processor's terms, KYC and onboarding requirements, PCI-DSS obligations, refunds, chargebacks, disputes, fraud prevention, payouts, and all applicable taxes. THE AGENCY SHALL HAVE NO LIABILITY FOR ANY ACT, OMISSION, OUTAGE, ERROR, FUND HOLD, RESERVE, ACCOUNT SUSPENSION OR TERMINATION, FAILED OR MISROUTED PAYMENT, OR OTHER CONDUCT OF ANY PAYMENT PROCESSOR, OR FOR ANY LOSS OF FUNDS PROCESSED THROUGH THE CLIENT'S PROCESSOR ACCOUNT.

8.7. Marketplace Transactions; Goods & Services; System Errors:

All products, services, listings, and offers made available through the Client's platform are made available by the Client or its End Users — never by the Agency. The Agency is not the seller, supplier, manufacturer, distributor, or guarantor of any good or service sold through any platform it builds or operates, and TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGENCY SHALL HAVE NO LIABILITY OF ANY KIND FOR ANY GOOD OR SERVICE SOLD, LISTED, OR EXCHANGED THROUGH THE CLIENT'S PLATFORM, INCLUDING WITHOUT LIMITATION ANY GOOD THAT IS DEFECTIVE, UNSAFE, SPOILED, EXPIRED, PERISHABLE, CONTAMINATED, MISLABELED, MISREPRESENTED, COUNTERFEIT, OR ILLEGAL, AND INCLUDING ANY RESULTING PROPERTY DAMAGE, PERSONAL INJURY, ILLNESS, OR DEATH. The Client acknowledges that the Agency will use commercially reasonable efforts to keep marketplace software functioning as designed; however, NOTWITHSTANDING SUCH EFFORTS, AND WITHOUT LIMITING SECTION 12, THE AGENCY SHALL HAVE NO LIABILITY FOR ANY FINANCIAL LOSS ARISING FROM THE OPERATION OR FAILURE OF ANY MARKETPLACE OR PAYMENT FEATURE, INCLUDING WITHOUT LIMITATION SOFTWARE ERRORS OR BUGS, DOWNTIME, MISPRICING, DUPLICATE, MISSED, OR FAILED CHARGES, INCORRECT FEES, TAXES, OR PAYOUT CALCULATIONS, INVENTORY OR LISTING ERRORS, OR LOST, DELAYED, OR CORRUPTED TRANSACTION DATA. The Client is solely responsible for reviewing and reconciling all transactions, payouts, and financial records generated by or through the platform and for maintaining its own independent records.

8.8. Indemnification:

Without limiting Section 13, the Client shall indemnify, defend, and hold harmless the Agency from and against any and all claims arising out of or relating to User-Generated Content, End User conduct, the operation of the Client's platform, marketplace, or community, any good or service sold through the Client's platform, or the Client's payment processor account.

8.9. Insurance:

If the Client operates a marketplace, community, e-commerce, or other platform through which End Users transact or through which goods or services are sold, the Client shall, at its own expense, obtain and maintain insurance appropriate to the operation of its business and platform — including commercial general liability coverage and, where goods are sold, product liability coverage — in amounts sufficient to cover claims arising from the platform's operation. The Client's insurance shall be primary, and the Agency has no obligation to maintain any insurance for the Client's benefit.

9. THIRD-PARTY SERVICES

The Services may incorporate, depend on, or interoperate with Third-Party Services. The Agency makes no representation or warranty of any kind regarding any Third-Party Service and DISCLAIMS ALL LIABILITY AND RESPONSIBILITY for the performance, availability, security, pricing, data practices, or functionality of any Third-Party Service, or for any loss or damage arising from a Third-Party Service's change, outage, breach, or discontinuation. The Client's use of any Third-Party Service is governed solely by that third party's terms. If a Third-Party Service change materially increases the Agency's cost or effort to provide a Service, the Agency may adjust fees or discontinue the affected feature upon notice.

10. NO GUARANTEES; ASSUMPTION OF RISK

THE CLIENT ACKNOWLEDGES AND AGREES THAT THE AGENCY MAKES NO GUARANTEE, PROMISE, OR REPRESENTATION REGARDING: (A) ANY BUSINESS OUTCOME, INCLUDING LEADS, TRAFFIC, SEARCH RANKINGS, CONVERSIONS, REVENUE, OR PROFITS; (B) UPTIME, AVAILABILITY, OR PERFORMANCE OF ANY WEBSITE, APPLICATION, OR AUTOMATION SYSTEM; (C) THE ACCURACY, COMPLETENESS, RELIABILITY, OR FITNESS OF ANY OUTPUT GENERATED BY AI OR AUTOMATED TOOLS; (D) THE ABSENCE OF ERRORS, BUGS, OR VULNERABILITIES IN ANY SOFTWARE; (E) THE CONTINUED AVAILABILITY OF ANY THIRD-PARTY SERVICE; OR (F) THE LEGALITY, ACCURACY, QUALITY, SAFETY, OR APPROPRIATENESS OF ANY USER-GENERATED CONTENT, THE CONDUCT OF ANY END USER, OR ANY TRANSACTION BETWEEN END USERS OR BETWEEN THE CLIENT AND ITS END USERS. THE CLIENT ASSUMES ALL RISK ASSOCIATED WITH ITS USE OF, AND RELIANCE ON, THE SERVICES AND ANY OUTPUTS THEREOF, AND ALL RISK ASSOCIATED WITH OPERATING ANY PLATFORM THAT HOSTS USER-GENERATED CONTENT.

THE SERVICES ARE NOT DESIGNED, INTENDED, OR LICENSED FOR USE IN ANY HIGH-RISK OR SAFETY-CRITICAL ENVIRONMENT, INCLUDING WITHOUT LIMITATION MEDICAL DIAGNOSIS, TREATMENT, OR MONITORING; LIFE SUPPORT; EMERGENCY SERVICES OR DISPATCH; AVIATION OR OTHER TRANSPORTATION CONTROL; NUCLEAR FACILITIES; OR ANY OTHER APPLICATION IN WHICH THE FAILURE OF THE SERVICES COULD RESULT IN DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. ANY SUCH USE IS AT THE CLIENT'S SOLE RISK, AND THE CLIENT SHALL INDEMNIFY THE AGENCY AGAINST ANY CLAIM ARISING FROM SUCH USE.

11. DISCLAIMER OF WARRANTIES

ALL SERVICES, DELIVERABLES, WEBSITES, APPLICATIONS, AUTOMATION SYSTEMS, AND MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, INDUSTRIES DESIGN LLC EXPLICITLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. THE AGENCY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, ERROR-FREE, OR SECURE, THAT ANY DEFECTS WILL BE CORRECTED, OR THAT ANY DATA WILL NOT BE LOST, CORRUPTED, OR COMPROMISED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE AGENCY SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

12. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL INDUSTRIES DESIGN LLC, ITS AFFILIATES, MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, OR AGENTS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, BUSINESS INTERRUPTION, COST OF SUBSTITUTE SERVICES, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICES, ANY WEBSITE, APPLICATION, OR AUTOMATION SYSTEM, OR ANY OUTPUT THEREOF, EVEN IF THE AGENCY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

WITHOUT LIMITING THE FOREGOING, THE AGENCY SHALL HAVE NO LIABILITY FOR: (A) LOSS, CORRUPTION, OR UNRECOVERABILITY OF DATA; (B) UNAUTHORIZED ACCESS TO OR ALTERATION OF THE CLIENT'S DATA OR SYSTEMS; (C) THE ACTS, OMISSIONS, OUTAGES, OR CHANGES OF ANY THIRD-PARTY SERVICE; (D) ANY ACTION TAKEN, MESSAGE SENT, OR OUTPUT PRODUCED BY AN AUTOMATION SYSTEM OR AI-POWERED FEATURE; (E) SUSPENSION OR TERMINATION OF SERVICES IN ACCORDANCE WITH THIS AGREEMENT; (F) EVENTS OF FORCE MAJEURE; OR (G) ANY USER-GENERATED CONTENT, THE ACTS, OMISSIONS, OR CONDUCT OF ANY END USER, OR ANY TRANSACTION, DISPUTE, OR COMMUNICATION BETWEEN END USERS OR BETWEEN THE CLIENT AND ITS END USERS; OR (H) ANY GOOD OR SERVICE SOLD, LISTED, OR EXCHANGED THROUGH THE CLIENT'S PLATFORM, ANY PAYMENT PROCESSED THROUGH THE CLIENT'S PAYMENT PROCESSOR ACCOUNT, OR ANY FINANCIAL LOSS ARISING FROM THE OPERATION OR FAILURE OF ANY MARKETPLACE OR PAYMENT FEATURE AS DESCRIBED IN SECTIONS 8.6 AND 8.7.

UNDER NO CIRCUMSTANCES WILL INDUSTRIES DESIGN LLC'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY THE CLIENT TO THE AGENCY DURING THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, EXCLUDING ALL AMOUNTS ATTRIBUTABLE TO INFRASTRUCTURE COSTS AS DESCRIBED IN SECTION 6.6, WHICH ARE CONSUMED UPON USE AND SHALL NOT BE COUNTED TOWARD, OR RECOVERABLE UNDER, THIS CAP OR ANY AWARD OF DAMAGES. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS LIMIT. THE PARTIES ACKNOWLEDGE THAT THE FEES REFLECT THIS ALLOCATION OF RISK AND THAT THESE LIMITATIONS SHALL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

13. INDEMNIFICATION

The Client agrees to indemnify, defend, and hold harmless Industries Design LLC and its affiliates, members, managers, officers, directors, employees, contractors, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with: (a) the Client Content; (b) the Client's use of the Services in violation of this Agreement or applicable law; (c) the Client's breach of any warranty, representation, or obligation made herein; (d) the operation of the Client's business, products, or services, including claims brought by the Client's customers or end-users; (e) the Client's use of, or instructions regarding, any Automation System or AI-powered feature, including communications sent to third parties; (f) the Client's failure to comply with any law or regulation applicable to the Client, including privacy, accessibility, and marketing laws; or (g) any User-Generated Content, the acts, omissions, or conduct of any End User, or the operation of the Client's platform, marketplace, community, or other interactive features, including any transaction, payment, dispute, or communication between End Users or between the Client and any End User, any good or service sold, listed, or exchanged through the Client's platform (including claims of product defect, spoilage, personal injury, illness, or death), and the Client's payment processor account and any funds processed through it.

14. CONFIDENTIALITY

Each party (the "Receiving Party") may receive non-public business, technical, or financial information of the other party (the "Disclosing Party") that is marked confidential or that a reasonable person would understand to be confidential ("Confidential Information"). The Receiving Party shall: (a) use the Disclosing Party's Confidential Information solely to perform or receive the Services; (b) protect it using at least the same degree of care it uses for its own confidential information, and no less than reasonable care; and (c) not disclose it to any third party except to employees and contractors who need to know it and who are bound by confidentiality obligations at least as protective as this Section. Confidential Information does not include information that is or becomes publicly available through no fault of the Receiving Party, was known to the Receiving Party before disclosure, is independently developed without use of the Disclosing Party's Confidential Information, or is rightfully received from a third party without restriction. The Receiving Party may disclose Confidential Information to the extent required by law, provided it gives the Disclosing Party prompt notice where legally permitted. These obligations survive for three (3) years after termination of this Agreement (and, for trade secrets, for as long as they remain trade secrets). Evaluation Materials remain governed by Section 2, and nothing in this Section limits the Agency's portfolio and promotional rights under Section 4.6.

15. NON-SOLICITATION

During the term of this Agreement and for twelve (12) months after its termination, the Client shall not, without the Agency's prior written consent, directly or indirectly solicit for employment or engagement, hire, or contract with any employee or contractor of the Agency who performed Services for the Client. This restriction does not prohibit general solicitations of employment (such as public job postings) not specifically directed at Agency personnel. If the Client breaches this Section, the Client shall pay the Agency, as liquidated damages and not as a penalty, a placement fee equal to fifty percent (50%) of the annualized compensation offered to the individual, the parties agreeing that the Agency's actual damages would be difficult to determine.

16. DATA PROCESSING

To the extent the Agency processes personal information of the Client's customers, leads, or end users on the Client's behalf in the course of providing the Services (for example, form submissions, lead data routed to a CRM, or chatbot conversations), the Agency does so as the Client's service provider or processor. The Agency shall: (a) process such personal information solely to provide the Services and as reasonably instructed by the Client; (b) not sell such personal information or share it for cross-context behavioral advertising; and (c) use commercially reasonable administrative and technical safeguards appropriate to the nature of the data. The Client acknowledges that personal information may be transmitted to and stored by Third-Party Services the Client has elected to use (such as CRMs, messaging platforms, and analytics or AI providers), whose handling of that data is governed by their own terms. As between the parties, the Client is the controller or business with respect to such personal information and remains solely responsible for all notices, consents, and lawful bases required for its collection and use, consistent with Section 7.2. Upon termination, personal information held by the Agency is handled in accordance with Section 5.4.

17. FORCE MAJEURE

The Agency shall not be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, fire, flood, war, terrorism, civil unrest, labor disputes, epidemics or pandemics, government actions, power or telecommunications failures, internet or hosting provider outages, denial-of-service or other cyber attacks, and failures or changes of Third-Party Services.

18. DISPUTE RESOLUTION BY BINDING ARBITRATION

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

18.1. Informal Resolution First:

Before initiating any arbitration, the Client agrees to first contact the Agency at legal@industriesdesign.com with a written description of the dispute and to negotiate in good faith for at least thirty (30) days.

18.2. Mandatory Binding Arbitration:

Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, shall be determined by binding arbitration in Dover, Delaware, rather than in court. The arbitration shall be administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. Notwithstanding the foregoing: (a) either party may instead bring an individual claim in small claims court in Dover, Delaware, if the claim qualifies for that court's jurisdiction; and (b) the Agency may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or its confidential information (including the Evaluation Materials).

18.3. CLASS ACTION AND JURY TRIAL WAIVER:

YOU AND INDUSTRIES DESIGN LLC AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. TO THE EXTENT ANY DISPUTE PROCEEDS IN COURT, EACH PARTY KNOWINGLY AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY.

18.4. Time Limitation on Claims:

TO THE FULLEST EXTENT PERMITTED BY LAW, ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES MUST BE FILED WITHIN ONE (1) YEAR AFTER THE CLAIM ACCRUES, OR IT IS PERMANENTLY BARRED. THIS LIMITATION DOES NOT APPLY TO THE AGENCY'S CLAIMS FOR UNPAID FEES OR FOR INFRINGEMENT OR MISUSE OF AGENCY IP OR EVALUATION MATERIALS.

18.5. Governing Law & Venue:

This Agreement and any disputes arising from it shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. The exclusive venue for any arbitration proceedings mandated by this Agreement shall be Dover, Delaware.

19. GENERAL PROVISIONS

19.1. Entire Agreement:

This Agreement, together with any applicable SOW, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.

19.2. Modification:

The Agency reserves the right to modify this Agreement at any time by posting the revised version on industriesdesign.com. For material changes, the Agency will make reasonable efforts to notify active Clients by email at least fourteen (14) days before the changes take effect. The Client's continued use of the Services after the effective date of any such changes constitutes acceptance of the new terms.

19.3. Assignment:

The Client may not assign or transfer this Agreement or any rights hereunder without the Agency's prior written consent. The Agency may assign this Agreement freely, including in connection with a merger, acquisition, or sale of assets.

19.4. Independent Contractor:

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

19.5. No Waiver:

The Agency's failure to enforce any provision of this Agreement shall not constitute a waiver of that provision or of any other provision.

19.6. Severability:

If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Agreement will continue in full force and effect.

19.7. Survival:

Sections 2, 4, 5.4, 5.5, 6, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, and 19 shall survive any termination or expiration of this Agreement.

19.8. Electronic Communications:

The Client consents to receive communications from the Agency electronically and agrees that all agreements, notices, and disclosures provided electronically satisfy any legal requirement that such communications be in writing.

19.9. No Third-Party Beneficiaries:

This Agreement is for the sole benefit of the parties. Except that the Agency's affiliates, members, managers, officers, directors, employees, contractors, and agents are intended beneficiaries of the disclaimers, limitations of liability, and indemnities in this Agreement, nothing in this Agreement confers any right, remedy, or claim on any third party, including any End User of the Client's Website, application, or platform.

19.10. Export and Sanctions Compliance:

The Client represents that it is not located in, organized under the laws of, or ordinarily resident in any jurisdiction subject to comprehensive U.S. economic sanctions and is not identified on any U.S. government restricted- or denied-party list, and agrees to comply with all applicable export control and economic sanctions laws in connection with its use of the Services.

19.11. Contact Information:

For any questions regarding this Agreement, please contact us at legal@industriesdesign.com.