TERMS AND CONDITIONS

1ACCEPTANCE OF THESE TERMS

These Terms form part of the agreement between XMS Ai and Client when Client:

1. Signs or electronically accepts a proposal, estimate, statement of work, service agreement, invoice, order form, or other document that incorporates or references these Terms;
2. Electronically accepts these Terms;
3. Authorizes XMS Ai to begin Services after being provided access to these Terms; or
4. Makes payment for Services after being provided access to these Terms and authorizing the applicable Services.

Electronic signatures, electronic approvals, electronic records, and electronic communications may be used in connection with the Agreement and will have the same effect as original written documents to the extent permitted by applicable law.

The applicable version of these Terms is the version in effect when the applicable proposal, agreement, or engagement is accepted, except as otherwise provided in Section 53 regarding future updates.

2AGREEMENT DOCUMENTS AND ORDER OF PRECEDENCE

The agreement between Client and XMS Ai may consist of one or more of the following:

1. A signed or accepted proposal, Statement of Work ("SOW"), service agreement, estimate, or project agreement;
2. Any service-specific agreement, acknowledgment, addendum, or election form;
3. These Terms and Conditions;
4. Approved change orders; and
5. Applicable invoices or billing documents.

If there is a direct conflict between documents, the more specific provision will control over the more general provision.

Unless otherwise expressly stated, the order of precedence is:

Signed or accepted SOW or service-specific agreement; service-specific addendum or acknowledgment; these Terms and Conditions; approved change order; invoice or estimate.

An invoice may establish pricing, billing frequency, payment due dates, recurring billing periods, and other commercial details where those matters are not addressed in a higher-priority agreement document.

3SCOPE OF SERVICES

XMS Ai will provide the Services described in the applicable proposal, SOW, service agreement, estimate, invoice, or approved scope of work.

Services may include, without limitation:

• Organic search engine optimization (SEO);
• Local SEO;
• AI search optimization, AEO, GEO, or similar optimization services;
• Google Ads and other paid search advertising;
• Local Services Ads (LSA);
• Social media management and advertising;
• Reputation and review-related services;
• Website design and development;
• Landing pages;
• Website hosting;
• Website maintenance and management;
• Creative design and graphic design;
• Content development;
• Video and multimedia services;
• Email marketing;
• CRM services;
• Analytics and reporting;
• Consulting;
• Marketing automation;
• Artificial intelligence solutions;
• AI agents;
• Software integrations;
• Workflow automation;
• Custom applications; and
• Other related marketing, technology, consulting, or business services.

XMS Ai is responsible only for Services expressly included within the agreed scope.

Requests outside the agreed scope may require additional fees, revised timelines, a change order, or a separate proposal.

4PROFESSIONAL STANDARD OF PERFORMANCE

XMS Ai will perform the Services in good faith and in a professional and workmanlike manner consistent with commercially reasonable industry practices.

XMS Ai does not guarantee Client satisfaction as a contractual performance standard and does not guarantee any specific business, financial, advertising, search-engine, AI-search, lead-generation, or marketing outcome except where a specific obligation is expressly stated in writing in the applicable agreement.

5NO GUARANTEE OF RESULTS

Marketing and technology performance depend upon numerous factors outside XMS Ai's control. Unless expressly stated otherwise in a signed agreement, XMS Ai does not guarantee:

• Search-engine rankings;
• First-page placement;
• Google Business Profile rankings;
• Placement within local-map results;
• Visibility in AI Overviews;
• Mentions, recommendations, citations, rankings, or visibility within ChatGPT, Gemini, Perplexity, Claude, Copilot, or other AI systems;
• Advertising placement or position;
• Impressions;
• Clicks;
• Website traffic;
• Telephone calls;
• Leads;
• Lead quality;
• Appointments;
• Conversions;
• Sales;
• Revenue;
• Profitability;
• Cost per lead;
• Cost per acquisition;
• Return on advertising spend;
• Return on investment;
• Social-media reach or engagement;
• Review volume;
• Reputation scores; or
• Any other specific commercial result.

Historical results, examples, case studies, projections, forecasts, estimates, recommendations, or prior client performance do not constitute a guarantee of future results.

6SEO, LOCAL SEO, AND AI SEARCH SERVICES

SEO, local SEO, content marketing, AI-search optimization, AEO, GEO, and similar organic visibility strategies generally require sustained implementation.

Performance may be affected by:

• Competition;
• Market conditions;
• Website condition;
• Domain history or authority;
• Search demand;
• Geographic conditions;
• Client participation;
• Content quality;
• User behavior;
• Search-engine algorithms;
• Indexing decisions;
• AI platform behavior;
• Third-party websites; and
• Other factors outside XMS Ai's control.

Search engines and AI platforms may change their algorithms, ranking systems, interfaces, indexing systems, citation methods, content requirements, or products at any time.

XMS Ai will use commercially reasonable strategies and professional judgment but does not control those platforms or their decisions.

No statement concerning an expected timeframe for SEO or AI-search improvement constitutes a guarantee that any particular ranking, traffic level, citation, lead volume, or other result will occur by a particular date.

7PAID ADVERTISING SERVICES

Where XMS Ai manages paid advertising, XMS Ai will professionally plan, configure, manage, monitor, and optimize campaigns according to the applicable scope and approved budget.

XMS Ai does not control:

• Advertising auctions;
• Platform algorithms;
• User behavior;
• Competitive bidding;
• Platform inventory;
• Account suspensions;
• Policy decisions;
• Ad approvals or disapprovals;
• Billing systems;
• Lead-credit decisions; or
• Other third-party platform decisions.

Advertising spend paid to Google, Meta, Microsoft, Apple, TikTok, Yelp, or another advertising provider is separate from XMS Ai management fees unless expressly stated otherwise.

Client is responsible for approved advertising spend, platform fees, taxes, and third-party charges.

Advertising platforms may vary spending from day to day in accordance with their own budgeting and billing systems. XMS Ai will use commercially reasonable efforts to manage campaigns within agreed budget parameters but cannot guarantee the exact amount a third-party platform will spend or charge on any particular day.

Changes made directly by Client or another agency, employee, contractor, consultant, or third party may affect campaign performance. XMS Ai is not responsible for results caused by changes made outside XMS Ai's control.

8LOCAL SERVICES ADS

Where XMS Ai manages Local Services Ads, Google controls:

• Eligibility;
• Screening and verification;
• Badge status;
• Lead pricing;
• Lead billing;
• Ranking factors;
• Account status;
• Documentation requirements;
• Credit eligibility;
• Dispute processes; and
• Platform policies.

XMS Ai may monitor lead quality and, where Google provides an available dispute, feedback, or credit process, may assist with applicable requests.

XMS Ai does not determine whether a Local Services Ads lead is ultimately chargeable or whether Google will approve a credit, adjustment, refund, verification request, reinstatement, or appeal.

Any specific minimum term or cancellation provision for Local Services Ads will be stated in the applicable LSA service agreement.

9SOCIAL MEDIA, CONTENT, REPUTATION, AND COMMUNICATION SERVICES

XMS Ai may prepare, schedule, publish, distribute, or recommend content based upon information supplied by Client, publicly available information, professional research, or marketing judgment.

Client remains responsible for the accuracy of factual claims concerning Client's business, products, services, qualifications, licenses, prices, warranties, promotions, guarantees, offers, and regulated claims.

Where Client approval is requested, Client is responsible for reviewing applicable content and identifying inaccuracies or compliance concerns before approval.

XMS Ai does not guarantee that social networks, review platforms, directories, search engines, or other third- party systems will publish, maintain, distribute, rank, or retain content.

XMS Ai will not knowingly create, purchase, solicit, manipulate, or publish fake reviews, deceptive testimonials, fraudulent engagement, or other content prohibited by applicable law or platform policy.

10CLIENT RESPONSIBILITIES

Client agrees to provide the information, access, decisions, approvals, materials, and cooperation reasonably necessary for XMS Ai to perform the Services.

Client responsibilities may include providing access to websites, hosting accounts, domain registrars, analytics platforms, advertising accounts, Google Business Profiles, social-media accounts, CRMs, databases, email systems, call-tracking systems, APIs, software, Tag Manager, Search Console, and other relevant technology.

Client is responsible for:

1. Providing accurate information;
2. Responding to reasonable requests;
3. Reviewing deliverables requiring Client approval;
4. Maintaining required licenses and business authorizations;
5. Protecting Client-controlled credentials;
6. Maintaining appropriate copies of important business information;
7. Ensuring that Client's products, services, advertisements, promotions, claims, and business practices comply with applicable law; and
8. Notifying XMS Ai of material changes affecting the Services.

Delays caused by Client, Client personnel, another vendor, or a third-party platform may extend project or campaign timelines.

11AUTHORIZED CLIENT REPRESENTATIVES

XMS Ai may rely upon instructions, approvals, information, and authorizations received from persons reasonably appearing to be authorized to act for Client, including Client's owners, officers, managers, employees, marketing personnel, or designated representatives.

Client is responsible for notifying XMS Ai in writing if a person's authority is limited or revoked.

Approval transmitted through email, electronic signature, project-management system, text message, or another documented electronic communication may constitute written approval for routine operational matters, content, designs, budgets, revisions, and scope changes.

12CLIENT-PROVIDED MATERIALS

Client represents and warrants that Client has the legal right to provide and authorize XMS Ai to use materials supplied by Client.

Such materials may include trademarks, logos, photographs, videos, music, written content, customer lists, contact information, databases, testimonials, reviews, business information, software, credentials, and other intellectual property.

Client will not knowingly instruct XMS Ai to use materials that infringe another person's intellectual property, privacy, publicity, contractual, or other legal rights.

13EMAIL, SMS, CRM, LEADS, AND CUSTOMER DATA

Where Services involve email, SMS, CRM systems, remarketing, customer lists, lead databases, or similar communications, Client is responsible for ensuring that Client has the legal right and required consents to collect, use, upload, process, and communicate with the applicable persons.

Client is responsible for maintaining legally required suppression, unsubscribe, consent, and do-not-contact information applicable to Client-provided data.

Unless expressly agreed otherwise, XMS Ai does not independently verify the legal status or consent history of contact information supplied by Client.

14REGULATED INDUSTRIES AND LEGAL COMPLIANCE

Client remains responsible for laws and regulations specifically applicable to Client's business, profession, industry, products, services, licenses, advertising claims, offers, and operations.

XMS Ai is not a law firm and does not provide legal, tax, accounting, medical, financial, or regulatory advice.

If Client operates in a regulated industry, Client should obtain appropriate professional review of advertising claims, website content, disclaimers, promotions, privacy practices, accessibility obligations, communications, and regulated materials.

Unless specifically included in the applicable scope, XMS Ai does not warrant that a website, application, advertisement, marketing campaign, privacy policy, cookie system, accessibility implementation, or other deliverable satisfies every legal or regulatory requirement applicable to Client.

15THIRD-PARTY PLATFORMS AND SERVICES

Many XMS Ai Services depend upon third-party companies and systems that XMS Ai does not own or control.

These may include Google, Meta, Microsoft, Apple, TikTok, domain registrars, hosting companies, cloud-service providers, analytics providers, CRM platforms, payment processors, call-tracking services, email providers, artificial intelligence providers, APIs, software plugins, telecommunications providers, and other technology providers.

XMS Ai is not responsible for circumstances outside its reasonable control, including algorithm changes, policy changes, account restrictions, account suspensions, ad disapprovals, ranking changes, API changes, software incompatibilities, platform outages, security incidents attributable to third parties, billing errors by third parties, changes in functionality, service discontinuation, licensing changes, pricing changes, or other actions by third- party providers.

Where commercially reasonable, XMS Ai may assist Client with a third-party issue, but XMS Ai cannot guarantee the outcome.

16WEBSITE DEVELOPMENT

Website development Services will be governed by the applicable website proposal or website development agreement.

Unless expressly included in the applicable agreement, website development does not include ongoing website maintenance, hosting, security monitoring, plugin updates, theme updates, content updates, backups, technical support, SEO, accessibility compliance monitoring, or future redevelopment.

Estimated project schedules assume timely Client cooperation and delivery of required content, access, approvals, and other information.

17WEBSITE HOSTING AND WEBSITE MAINTENANCE ARE SEPARATE SERVICES

Website hosting and website maintenance are separate Services unless expressly stated otherwise in the applicable agreement.

Hosting alone does not include ongoing WordPress maintenance, plugin updates, theme updates, PHP compatibility review, content changes, design changes, troubleshooting, security monitoring, malware cleanup, backup management, or monthly website maintenance.

Websites, WordPress, themes, plugins, integrations, APIs, PHP versions, SSL functionality, hosting environments, browsers, and other technologies change over time and may require maintenance, replacement, updates, upgrades, or additional work.

If Client declines website maintenance, Client is responsible for arranging ongoing maintenance through XMS Ai or another qualified provider.

XMS Ai will not be responsible for website problems, vulnerabilities, malware, hacking, data loss, incompatibility, outdated software, third-party changes, or other technical issues to the extent caused by lack of maintenance, changes made by others, third-party services, or matters outside XMS Ai's contracted scope.

No website can be guaranteed to be completely protected from hacking, malware, cyber threats, outages, or third-party failures.

18WEBSITE MAINTENANCE PLANS

Where Client purchases a website maintenance plan, the specific Services, support levels, included hours, backup frequency, monitoring, security services, and other benefits are governed by the selected plan and applicable maintenance documents.

Work outside the selected plan may require additional fees or a separate proposal.

Unused hours, included support, rollover periods, exclusions, premium plugins, third-party subscriptions, security products, hosting, SSL certificates, and related items are subject to the terms of the applicable maintenance plan.

19ARTIFICIAL INTELLIGENCE AND AUTOMATION SERVICES

XMS Ai may use artificial intelligence, machine learning, large language models, analytics tools, automation systems, software agents, APIs, or similar technologies in connection with its internal processes or Client Services where professionally appropriate.

AI-generated or AI-assisted output may contain inaccuracies, omissions, unexpected results, errors, or material similar to outputs generated for other users.

XMS Ai will apply commercially reasonable professional oversight appropriate to the engagement but does not warrant that AI-generated content or output will always be error-free, unique, copyrightable, complete, or appropriate for every purpose without review.

Client remains responsible for reviewing material intended for legally sensitive, regulated, financial, medical, contractual, or other high-risk uses.

Ownership and protectability of AI-generated materials remain subject to applicable law and applicable platform terms.

Automations, integrations, and AI systems may depend upon third-party software, APIs, models, or services. Changes made by those providers may require future maintenance, redevelopment, updates, or additional Services outside the original scope.

20FEES

Client agrees to pay the fees stated in the applicable proposal, agreement, estimate, invoice, or approved change order.

Unless expressly included, XMS Ai fees do not include advertising spend, domain registrations, hosting, premium software, plugins, stock photography, licensed media, printing, shipping, third-party subscriptions, API usage, third-party platform fees, outside professional services, or applicable taxes.

Client is responsible for applicable third-party costs and applicable sales, use, transaction, or similar taxes arising from Client's purchase of Services, excluding taxes imposed on XMS Ai's net income.

21PAYMENT TERMS

Invoices are due on the due date stated on the invoice or applicable agreement. If no specific due date is stated, payment is due upon receipt.

Recurring Services may be invoiced in advance for the applicable service period.

Where Client has separately authorized recurring electronic billing, ACH, credit-card, debit-card, or other automatic payment, Client authorizes XMS Ai to process charges in accordance with that authorization for amounts properly due under the applicable recurring Service.

Acceptance of these Terms alone does not create automatic-payment authorization. Client should notify XMS Ai promptly of any billing question or dispute.

Client may not withhold undisputed amounts merely because another portion of an invoice is disputed.

22PREPAID SERVICES AND ADVERTISING

Certain Services may require advance payment or prepayment.

Where a proposal, invoice, or service agreement states that advertising spend, platform charges, management fees, deposits, hosting, subscriptions, or other Services must be prepaid, XMS Ai is not required to advance funds, finance Client's advertising, or continue the applicable prepaid Service before payment is received.

XMS Ai may pause or delay a prepaid Service when the required advance payment has not been received by the stated due date.

This right is separate from the general delinquency and suspension provisions below.

23LATE PAYMENTS, DELINQUENCY CHARGES, AND INTEREST

Client acknowledges that the Services are being acquired primarily for business or commercial purposes.

Where permitted by applicable law, an installment or payment that remains unpaid for at least ten (10) calendar days after its due date may be assessed a one-time delinquency charge equal to five percent (5%) of the delinquent installment or unpaid amount, or the maximum amount permitted by applicable law, whichever is less.

Only one delinquency charge will be assessed against the same installment.

Any unpaid principal balance remaining outstanding thirty (30) calendar days after its due date may also accrue simple interest at the rate of twelve percent (12%) per annum, or the maximum lawful rate permitted under applicable law, whichever is less.

Interest will be calculated only on the unpaid principal balance and will not be compounded.

Acceptance of a partial payment or late payment does not waive any remaining balance or XMS Ai's rights regarding future payments.

Client is responsible for reasonable and lawful collection costs incurred by XMS Ai in collecting valid, undisputed amounts properly due.

24SUSPENSION FOR NONPAYMENT

If an invoice remains unpaid for ten (10) calendar days after its due date, XMS Ai may, after written notice, suspend or postpone Services until the account is brought current.

At XMS Ai's sole discretion, XMS Ai may provide an additional grace period of up to thirty (30) days.

Any additional grace period is voluntary and does not change the invoice due date, waive a late fee, waive accrued interest, create an obligation to provide the same grace period in the future, or waive XMS Ai's right to suspend Services.

Suspension may include pausing SEO, advertising management, social media, content production, website development, maintenance, hosting where contractually permitted, reporting, automation, technical support, deliverables, or other Services.

XMS Ai is not responsible for campaign interruption, ranking changes, loss of momentum, platform learning disruption, lost opportunities, website interruption, or other consequences reasonably resulting from a permitted suspension for nonpayment.

Resumption of Services may be subject to scheduling availability and payment of all past-due amounts.

25RECURRING SERVICES AND CANCELLATION

Unless the applicable agreement provides for a fixed term, minimum commitment, or different cancellation requirement, ongoing recurring Services may be canceled by either party upon thirty (30) days' written notice.

The 30-day notice period begins on the date XMS Ai receives the cancellation notice. Client remains responsible for all fees applicable during the full 30-day notice period.

Cancellation does not eliminate amounts already earned, invoiced, committed to third parties, or otherwise properly due.

Fees already paid for a service period that has begun are non-refundable except where required by law or expressly stated otherwise.

If a service-specific agreement establishes a fixed term, minimum term, early-termination rule, or other cancellation provision, the service-specific agreement controls.

26PROJECT DEPOSITS AND ADVANCE PAYMENTS

Deposits, setup fees, and advance payments may be required for project-based Services.

Once work has begun, deposits and advance payments may be applied to work performed, time reserved, project setup, approved third-party costs, and non-cancelable commitments made for Client.

If Client cancels a project before completion, Client remains responsible for Services performed through the cancellation date, approved third-party expenses, non-cancelable commitments, completed deliverables, work in progress, and other amounts expressly stated in the applicable agreement.

27CLIENT DELAYS AND PROJECT INACTIVITY

If Client fails to provide required information, access, content, approvals, decisions, or feedback for thirty (30) consecutive days, XMS Ai may place the project on administrative hold.

If Client inactivity continues for ninety (90) days, XMS Ai may close the project and invoice Client for Services completed and other amounts properly due.

A paused or closed project may require rescheduling, updated pricing, a revised project timeline, a new proposal, or additional fees.

Changes in technology, staff availability, software, licensing, or project requirements occurring during a Client- caused delay may also require modification of the original scope or price.

28PROJECT TIMELINES

XMS Ai will use commercially reasonable efforts to perform Services within agreed or estimated timelines.

Unless expressly identified in writing as a guaranteed contractual deadline, project schedules and completion dates are estimates.

Timelines may be affected by Client delays, late approvals, scope changes, third-party delays, platform verification, software issues, technical problems, content dependencies, external approvals, force majeure events, or other circumstances outside XMS Ai's reasonable control.

29CHANGES AND ADDITIONAL WORK

The number and nature of revisions included in a project will be determined by the applicable proposal or SOW.

Requests involving work outside scope, additional revisions, substantial changes following approval, new functionality, new integrations, additional deliverables, or materially changed instructions may require additional fees.

XMS Ai will notify Client of material additional charges before performing separately billable work whenever commercially practicable.

Documented approval by email or another electronic communication may authorize additional work.

30ACCEPTANCE OF PROJECT DELIVERABLES

For project-based Services requiring final Client approval, Client should review deliverables promptly.

Unless another review period is stated in the applicable agreement, Client will have seven (7) business days after delivery of a final deliverable to identify a material failure to conform to the agreed scope.

Express approval, publication, launch, use, or distribution constitutes acceptance.

After approval or acceptance, additional modifications, additions, redesigns, or new requests may be treated as additional work.

31INTELLECTUAL PROPERTY

Client Materials

Client retains ownership of Client's pre-existing trademarks, logos, content, photographs, videos, documents, data, intellectual property, and other Client-provided materials.

Client grants XMS Ai a limited license to use those materials as reasonably necessary to perform the Services.

XMS Ai Pre-Existing Intellectual Property

XMS Ai retains ownership of its pre-existing and reusable intellectual property, including methodologies, strategies, processes, templates, systems, prompts, workflows, software, scripts, code libraries, automation frameworks, internal documents, research methods, know-how, proprietary tools, and reusable technology.

Final Client Deliverables

Unless the applicable agreement provides otherwise, after XMS Ai receives full payment for a project, Client will receive the ownership rights or usage rights expressly stated in the applicable agreement for final deliverables created specifically for Client.

Editable source files, working files, internal design files, strategy documents, prompts, source code, development environments, reusable components, proprietary systems, and underlying XMS Ai materials are not included unless expressly identified as deliverables.

Third-Party Materials

Stock photography, fonts, plugins, software, themes, music, APIs, templates, AI systems, and other third-party materials remain subject to applicable third-party licenses and ownership rights.

XMS Ai cannot transfer ownership rights it does not possess.

Unpaid Deliverables

To the extent permitted by law, XMS Ai may withhold delivery or transfer of unpaid XMS Ai-created deliverables until amounts properly due for those deliverables have been paid.

This provision does not transfer ownership of Client's pre-existing property to XMS Ai.

32CLIENT-OWNED ACCOUNTS, DOMAINS, AND DIGITAL ASSETS

Where reasonably practical, Client should remain the owner or primary administrator of Client-owned domain names, advertising accounts, Google Business Profiles, social-media accounts, analytics properties, CRM accounts, and similar business assets.

If XMS Ai creates or administers an account specifically for Client as part of a paid Service, XMS Ai will reasonably assist with transfer of appropriate ownership or administrative access following completion or termination, subject to full payment of properly due amounts, third-party platform requirements, and technical limitations.

XMS Ai is not required to transfer agency-level accounts, XMS Ai master accounts, internal licenses, proprietary systems, shared infrastructure, credentials belonging to third parties, or information belonging to other clients.

33CONFIDENTIALITY

Each party may receive non-public confidential or proprietary information belonging to the other.

Each party agrees to use commercially reasonable measures to protect confidential information and to use such information only for purposes related to the Agreement.

Confidential information does not include information that becomes publicly available without breach of the Agreement, was lawfully known by the receiving party without confidentiality restrictions, is independently developed without use of the confidential information, or is lawfully received from another source without confidentiality obligations.

A party may disclose confidential information when required by law, subpoena, court order, or governmental authority.

These obligations survive termination.

Trade secrets will remain protected for as long as they qualify for protection under applicable law.

34PRIVACY AND DATA SECURITY

Each party is responsible for complying with privacy and data-protection laws applicable to its own activities.

XMS Ai will use commercially reasonable safeguards appropriate to the Services for information under XMS Ai's control.

No internet-connected system can be guaranteed completely secure.

Unless expressly agreed in writing, Client will not require XMS Ai to store or process highly regulated or sensitive information requiring specialized legal or security controls, including protected health information, full payment- card information, government identification information, or similar restricted information.

Where legally required, a separate data-processing agreement, security agreement, business associate agreement, or similar document may be necessary.

35SUBCONTRACTORS, PERSONNEL, AND SERVICE PROVIDERS

XMS Ai may use employees, independent contractors, affiliates, specialists, cloud providers, software providers, artificial intelligence systems, automation tools, and other service providers in performing the Services.

XMS Ai remains responsible for managing the Services within the agreed scope but is not responsible for independent failures of third-party systems outside XMS Ai's reasonable control.

36REPORTING AND COMMUNICATION

Reporting frequency and deliverables will be determined by the applicable service package, proposal, or agreement.

Different Services may have different reporting schedules.

Additional custom reports, audits, analyses, meetings, presentations, or consultations not included within the applicable scope may require additional fees.

Client is responsible for maintaining current contact information and appropriate representatives for communications concerning the Services.

37WARRANTIES AND DISCLAIMERS

XMS Ai warrants that it will perform the Services in good faith and in a professional and workmanlike manner.

Except for that express commitment and any specific warranty contained in an applicable signed agreement, and to the maximum extent permitted by law, XMS Ai makes no additional express or implied warranties concerning the Services.

XMS Ai does not warrant that websites, hosting, applications, software, advertising systems, search engines, AI systems, APIs, third-party platforms, automations, or other technology will operate continuously, uninterrupted, securely, or error-free.

38LIMITATION OF LIABILITY

For a one-time project lasting less than six months, the liability limit will not exceed the fees actually paid or payable to XMS Ai for that specific project.

These limitations do not apply to liability that cannot lawfully be limited or excluded.

Client's obligation to pay amounts properly due under the Agreement is not limited by this Section.

39CLIENT INDEMNIFICATION

To the extent permitted by law, Client agrees to defend, indemnify, and hold harmless XMS Ai and its owners, officers, employees, contractors, and agents from third-party claims, liabilities, damages, judgments, penalties, and reasonable costs arising from Client-provided materials; Client's products or services; unlawful or unsupported claims supplied or expressly required by Client; Client's violation of applicable law; Client's infringement or alleged infringement of intellectual-property, privacy, publicity, or other third-party rights; Client's unlawful collection or use of customer, lead, email, SMS, CRM, or other data; Client instructions that violate applicable law or third-party rights; unauthorized actions or modifications made by Client or Client's other vendors; or Client's material breach of the Agreement.

Client will not have an indemnification obligation to the extent a claim results directly from XMS Ai's material breach, gross negligence, or willful misconduct.

40FORCE MAJEURE

Neither party will be liable for delay or failure to perform caused by circumstances beyond its reasonable control.

Such circumstances may include hurricanes, floods, fires, severe weather, natural disasters, war, terrorism, civil unrest, governmental action, labor disruption, epidemics, pandemics, telecommunications failure, internet outages, cloud-service outages, utility failures, third-party cyberattacks, platform outages, API failures, or similar events outside reasonable control.

Affected deadlines may be reasonably extended for the duration and impact of the event. Payment obligations for Services already performed are not excused by this Section.

41TERMINATION FOR MATERIAL BREACH

Either party may terminate the Agreement for a material breach by the other party if the breach is not cured within ten (10) calendar days after written notice, where the breach is reasonably capable of cure.

XMS Ai may suspend or terminate Services immediately where reasonably necessary because of fraud or suspected fraud, unlawful activity, security threats, abusive or threatening conduct toward XMS Ai personnel, misuse of XMS Ai systems, instructions requiring unlawful conduct, serious platform-policy violations, repeated failure to pay, unauthorized access or security risk, or circumstances creating material legal, operational, security, or reputational risk.

Termination does not eliminate payment obligations accrued before the effective termination date.

42OFFBOARDING

Following termination and payment of properly due amounts, XMS Ai will reasonably cooperate in transferring Client-owned assets and appropriate access under XMS Ai's control.

Where commercially practicable, routine offboarding will generally be completed within approximately ten (10) business days after required information and conditions are satisfied.

Third-party procedures may require additional time.

XMS Ai is not required to transfer proprietary XMS Ai systems, agency accounts, internal tools, reusable intellectual property, non-transferable third-party licenses, or information belonging to other clients.

Client is responsible for securing and preserving transferred assets after delivery.

Unless otherwise required by law or contract, XMS Ai may delete inactive project files and Client data from working systems after sixty (60) days following completion of offboarding or termination, subject to normal backup, archival, legal, and record-retention practices.

43PORTFOLIO AND PUBLICITY

Unless Client requests otherwise in writing or the applicable engagement is expressly confidential, XMS Ai may identify Client as a customer and may display publicly available final work created by XMS Ai in XMS Ai's portfolio, website, proposals, presentations, social media, sales materials, and award or promotional submissions.

XMS Ai may use Client's publicly available business name and logo solely for those purposes.

XMS Ai will not intentionally disclose Client's confidential information, non-public financial information, confidential performance data, or proprietary business information under this Section without appropriate authorization.

Testimonials, detailed case studies, confidential performance metrics, revenue information, or non-public results may require separate Client approval.

44INDEPENDENT CONTRACTOR

XMS Ai is an independent contractor.

Nothing in the Agreement creates an employment relationship, partnership, joint venture, franchise, fiduciary relationship, or general agency relationship.

Neither party may legally bind the other except as expressly authorized in writing. Unless otherwise agreed, the relationship is non-exclusive.

45GOOD-FAITH DISPUTE RESOLUTION

Before filing litigation, the parties agree to make a reasonable good-faith effort to resolve the dispute informally. Either party may provide written notice describing the dispute.

Representatives with authority to resolve the matter will then attempt in good faith to discuss and resolve the dispute within a commercially reasonable period.

This requirement does not prevent either party from seeking temporary or emergency injunctive relief or taking action necessary to preserve a legal right before expiration of an applicable limitations period.

46GOVERNING LAW AND VENUE

The Agreement will be governed by and construed in accordance with the laws of the State of Florida, without regard to conflict-of-law principles that would require application of another jurisdiction's laws.

To the extent permitted by law, the parties consent to exclusive jurisdiction and venue in the appropriate state courts located in St. Lucie County, Florida.

Where federal subject-matter jurisdiction exists, the parties consent to jurisdiction and venue in the United States District Court for the Southern District of Florida, Fort Pierce Division.

47ATTORNEYS' FEES AND COSTS

In any legal action arising out of or relating to the Agreement, the prevailing party will be entitled, to the extent permitted by applicable law, to recover reasonable attorneys' fees and taxable court costs in addition to other relief awarded.

This provision applies mutually to both XMS Ai and Client.

48WAIVER OF JURY TRIAL

49NOTICES

Notices required under the Agreement may be delivered by email, recognized commercial delivery service, certified mail, or another documented written method.

Client notices to XMS Ai should be sent to the contact address or email identified in the applicable proposal, agreement, or most recent invoice.

Cancellation notices may be provided by email and are effective when received by XMS Ai, provided that the communication is not returned as undeliverable.

Each party is responsible for keeping its material contact information current.

50ASSIGNMENT

Client may not assign the Agreement to another person or entity without XMS Ai's prior written consent, which will not be unreasonably withheld where the assignment does not materially increase XMS Ai's obligations or risk.

XMS Ai may assign the Agreement to an affiliate, successor, purchaser of substantially all relevant business assets, or an entity resulting from a merger, acquisition, restructuring, or similar transaction.

51ENTIRE AGREEMENT

The applicable proposal, SOW, service agreement, addenda, acknowledgments, change orders, these Terms, and related agreement documents constitute the entire agreement between the parties concerning the applicable Services.

They supersede prior oral or written discussions, representations, or understandings relating to the same Services.

Neither party is relying upon a representation or promise not included in the Agreement.

52MODIFICATIONS AND CHANGE ORDERS

Material amendments to the legal terms of an existing fixed-term agreement must be made in writing and agreed by both parties.

Routine operational matters may be approved electronically, including scope changes, budget approvals, content approvals, additional work, scheduling, revisions, and campaign instructions.

53UPDATES TO THESE TERMS

XMS Ai may update these Terms from time to time to reflect changes in law, Services, technology, platform requirements, or business practices.

Updated Terms apply automatically to new engagements accepted after the stated effective date.

For an existing fixed-term engagement, a material change will not retroactively replace agreed terms unless the parties agree or applicable law permits otherwise.

For ongoing month-to-month Services, XMS Ai may provide at least thirty (30) days' written notice of a material update.

Continued use of the Services after the effective date of properly provided updated Terms will constitute acceptance to the extent permitted by law.

XMS Ai may retain archived copies of prior versions for recordkeeping purposes.

54WAIVER

Failure by either party to enforce a contractual right on one occasion does not waive that right or prevent later enforcement.

A waiver of one breach does not constitute waiver of another breach.

55SEVERABILITY

If any provision of the Agreement is determined to be invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent legally permissible or modified to the minimum extent necessary to make it enforceable.

The remaining provisions will continue in effect.

56SURVIVAL

Provisions that by their nature should continue after termination will survive, including provisions concerning payment obligations, confidentiality, intellectual property, limitation of liability, indemnification, dispute resolution, attorneys' fees, accrued rights, and ownership.

57HEADINGS

Section headings are provided for convenience only and do not alter the interpretation of the Agreement.

58ELECTRONIC TRANSACTIONS AND COUNTERPARTS

The Agreement may be accepted or signed electronically and in counterparts.

Electronic signatures, electronic approvals, and electronic records will have the same effect as originals to the extent permitted by applicable law.

59CLIENT ACKNOWLEDGMENT

By signing or electronically accepting a proposal, SOW, service agreement, estimate, invoice, order form, or other agreement document incorporating these Terms, Client acknowledges that Client:

1. Has had an opportunity to review these Terms;
2. Understands that these Terms form part of the Agreement;
3. Has authority to enter into the Agreement on behalf of the applicable business or organization; and
4. Agrees to be bound by the Agreement.