Terms of Service and Service Agreement

1.The agreement, how you accept it, and definitions

These Terms of Service and Service Agreement (the "Agreement") are a binding contract between Lapetina Enterprises ("Lapetina", "we", "us", "our") and the business that signs up for our services (the "Client", "you", "your"). The person accepting this Agreement confirms they are at least 18 and have authority to bind the Client.

How you accept. You accept this Agreement by typing the owner's name, signing our website setup form and checking the box "I agree to the Terms of Service and Privacy Policy" on it. Checking that box is your electronic signature and has the same effect as a handwritten signature. We record the date, time, the version of this Agreement you accepted, and the name given on the form. If you start using or paying for the Services before signing, you accept this Agreement from that date.

Electronic records and communications (E-SIGN Act). You agree to receive this Agreement, invoices, receipts, notices and other communications electronically (by email, on your website dashboard, or on our forms), and that electronic records and signatures satisfy any requirement that they be in writing. You may ask for a paper copy at no charge by emailing us. You can withdraw this consent by emailing us, but because the Services are delivered online, withdrawing it means we may have to end the Services on notice as described in Section 5. Keep your email address up to date with us; a notice sent to the last email you gave us counts as delivered.

Definitions. In this Agreement:

• Services: everything we provide under this Agreement, including designing and building your website, hosting it, maintaining it, and the Plan features you select.
• Plan: the package and features you choose (for example "Website only", "Website + SEO", "Full ownership" or a package with added features), together with the setup fee and monthly service fee shown on your setup form, our proposal, or your invoice.
• Client Content: everything you or your staff give us or put on your website or dashboard: text, logos, photos, menus, prices, product and service information, trademarks and messages.
• Customer Data: information about your customers and contacts that you collect or import through the Services, such as names, phone numbers, emails, orders, bookings, messages, call recordings and rewards history.
• Third-Party Services: services run by other companies that the Services connect to or depend on, such as hosting and cloud providers, domain registrars, Google, payment processors (for example Stripe and Square), point-of-sale systems, phone carriers and texting providers, email delivery providers, AI model providers and delivery apps.
• Website dashboard: the private, password-protected page for your website where you manage orders, customers, messages and settings.

2.The Services

What we provide. Depending on your Plan, the Services may include: (a) website design and build; (b) hosting, security updates, backups and routine maintenance; (c) and any of these features: online ordering, bookings or reservations, customer relationship management (CRM), email marketing, two-way texting and text campaigns, automations, an AI chat or AI phone assistant, search engine optimization (SEO) and Google Business Profile help, and a customer rewards program. Only the features in your Plan are included; features not in your Plan may be shown as locked in your dashboard.

Changes to scope. You can add or remove features, or change Plans, by asking us. Changes to the monthly fee take effect from the next billing period unless we agree otherwise. Work outside your Plan (for example a redesign, extra pages, custom integrations or data migration) is quoted separately before we start.

How we deliver. We decide how the Services are built and operated. We may use employees, subcontractors and Third-Party Services to provide them, and we are responsible for our subcontractors' work under this Agreement. We may improve or change the Services over time, as long as the change does not materially reduce the features in your Plan, except changes to included allowances, "unlimited" features and usage rates made under Section 3.

Timelines. Timelines we give are good-faith estimates. They depend on you providing content, approvals and access on time (see Section 6) and on approvals by third parties (for example phone carriers and Google) that we do not control.

Approving your website. Your website is accepted when you approve it for launch, or 7 days after we ask for your approval if you haven't replied. Reasonable revisions are included before launch; larger changes are quoted.

3.Fees, billing and your card on file

Fees. You agree to pay the setup fee and the monthly service fee for your Plan as shown on your setup form, our proposal or your invoice. The setup fee is due when you sign up unless we agree otherwise in writing.

The setup fee is non-refundable. The setup fee is earned when paid and is non-refundable, including if you cancel before or after your website launches. There is no trial, cooling-off or free-cancellation period for the setup fee or any other fee. The only exceptions are the two in Section 4: if we fail to deliver your website for reasons within our control, and a setup-fee feature we cannot deliver (refunded less the labor and equipment it already cost us). Monthly service fees are non-refundable too, and we do not give pro-rated refunds, except as described in Sections 4 and 5.

Monthly billing in advance. The monthly service fee is billed in advance at the start of each monthly billing period, starting when we begin work or on the date we agree.

Authorization for recurring charges. If you give us a card or other payment method (including through the secure card form on our setup form, which is processed by our payment processor, Stripe), you authorize Lapetina Enterprises to charge it for the setup fee, each monthly service fee when due, and any other charges described in this Section, on a recurring basis until you cancel as described in Section 5. We do not store full card numbers; our payment processor stores them. If you give us a payment method, you agree to keep it valid and up to date, and to update it if it expires or changes.

Usage-based and other charges. Some costs depend on how much your account uses or are bought for you. These include, without limitation: text messages, phone calls and voice minutes; AI-powered texting, chat, voice answering, transcription and other AI usage; email sending; phone numbers and carrier registration, vetting and campaign fees; cloud hosting, computing, storage, bandwidth and database usage (for example Cloudflare Workers and related services); maps, search, payment or other third-party API usage; domain names; premium third-party apps; and hardware (for example a rewards tablet or receipt printer). You agree to pay all such charges incurred by or for your account, at our published rates (the prices stated in this Agreement or in a rate sheet we have given you) or, for anything that has no published rate, at a price we tell you before we buy it or begin charging for it. A price we have told you for something recurring (for example a domain renewal or a phone number) applies to each renewal until we tell you a new one. Your monthly service fee includes only the usage, if any, stated in your Plan. Any estimate we give of usage or third-party costs is a good-faith estimate, not a cap or guarantee: if actual usage or a provider's charges are higher than expected, you are responsible for the actual amount. We may bill these charges in arrears with your next invoice, or as they are incurred, and you authorize us to charge them to your payment method on file under this Section. We will make our current rates available to you on request, and we will try to tell you promptly if your usage is running well above your Plan. Charges for usage beyond an allowance are owed even if we did not warn you first that you were close to or over it.

Included allowances. Your Plan may include a monthly allowance of usage, for example a number of hours of AI phone answering, a number of text messages and a number of emails, and may describe some AI features (such as AI replies to texts, chats and emails) as "unlimited". How usage is counted: each text message sent or received counts as one text; each email counts once per recipient; AI phone answering counts connected call time, totaled for the month and rounded up to the next minute. Allowances run per calendar month in Eastern Time, start fresh each month and do not roll over; your first month gets the full allowance. Unused allowance has no cash value and is not refunded. We will tell you your current usage on request. Usage beyond an allowance is billed in arrears under this Section at these per-unit prices: $0.14 per minute of AI phone answering, $0.02 per text message (sent or received, of any length) and $0.60 per 1,000 emails (charged pro rata). These prices, not the general usage rates above, apply to usage beyond an allowance. "Unlimited" means we do not set a monthly count for that feature; it is still subject to fair, ordinary business use for your own business and to the Acceptable use section of this Agreement, and does not cover automated, bulk, resold or abusive use, or use that harms our systems, providers or other clients. Where your Plan includes an allowance or an "unlimited" feature, this paragraph controls over the list of usage-based charges above. We may change, reduce or end any allowance or "unlimited" feature, acting reasonably and in good faith (for example to reflect changes in our providers' costs or in usage across our clients), and we may change these per-unit prices under "Price changes" below (no more than once per calendar quarter). We will give you notice by email as described under "Price changes" before a change that reduces what is included; it takes effect from the first billing period that starts after the notice period ends, and if you do not agree, you may cancel before it takes effect, as described in Section 5. We may limit or pause a feature right away, without waiting for the notice period, where we reasonably believe use is abusive, unlawful or endangers our systems or providers.

Taxes. Fees do not include sales, use or similar taxes. You are responsible for any taxes that apply to the Services, other than taxes on our income.

Late or failed payments. If a payment fails or is not made when due, we will notify you by email so you have a chance to fix it. If it is still unpaid 10 days after that notice, your website and dashboard will be taken offline (and other Services paused) until the balance is paid, as explained in "Who owns your website" in Section 13. Once you are paid up, we will turn everything back on. Suspension does not stop monthly fees from accruing unless you cancel. If you cancel while suspended, fees stop at the end of the current billing period, and the website stays offline unless the balance is paid. We may charge a reasonable reactivation fee that we tell you in advance. You are responsible for reasonable costs of collecting overdue amounts, to the extent the law allows.

Price changes. We may change or increase the monthly service fee, any add-on fee, and our rates for usage-based charges at any time by giving you at least 14 days' (two weeks') notice by email. We change our published rates for usage-based charges no more than once per calendar quarter. The new price applies from the first billing period that starts after the notice period ends. If you do not agree to the new price, your only remedy is to cancel before it takes effect, as described in Section 5; continuing to use the Services after it takes effect means you accept it. The price of something that has no published rate, which we tell you before we buy it or begin charging for it under "Usage-based and other charges", is not a price change and needs no advance notice; we will show it on your next invoice.

Billing questions. If you think a charge is wrong, email us within 60 days of the charge so we can look into it. This is for billing mistakes only; it is not a refund or cancellation period.

4.Refunds

All fees are non-refundable, including the setup fee and monthly service fees, except in the situations described in this Section and in Section 5 (if we end the Agreement mid-period for a reason that is not your fault). Other than that, we do not give pro-rated refunds or credits for partial months, for cancellation (by you or by us), suspension, downtime, unused features, or a change of mind. Fees for custom work, usage-based and other charges, and domain and hardware purchases are non-refundable as well.

The setup fee. The setup fee is earned when paid and is non-refundable, including if you cancel before or after your website launches. There is no trial, cooling-off or free-cancellation period. Two exceptions: (1) if we fail to deliver your website for reasons within our control, we will refund the setup fee, less the cost of any equipment we bought for you that you keep; and (2) if a feature that was part of your setup fee cannot be delivered, we will refund that feature's part of the setup fee less the labor and equipment it already cost us to try to deliver it, for example a printer, tablet or other hardware bought for it, or the hours spent setting it up. Equipment we bought for you is non-refundable once purchased, and it is yours to keep.

If a feature does not work. If a feature included in your Plan does not work, or cannot be set up, for reasons not caused by you, for example:

• the phone carriers reject or do not approve your text messaging registration (A2P 10DLC), or a carrier blocks the service;
• a Third-Party Service the feature depends on is unavailable or discontinued; or
• a required account or approval cannot be obtained (for example a payment processor, Google or a point-of-sale provider will not approve or connect your account),

then we will give you a partial refund equal to that feature's cost for the time it did not work, and lower your monthly price by that feature's cost going forward until it works. If it never worked, the refund covers that feature's monthly cost for the time you paid for it; any part of the setup fee for it is handled under "The setup fee" above (less the labor and equipment it already cost us). Please tell us as soon as a feature stops working; refunds run from the date you told us or we found out, whichever is first. If a feature is not separately priced in your Plan, its monthly cost is the price we list for that feature on its own, or, if there is none, a fair share of your monthly fee that we will tell you.

Results. Fees are not refunded or credited because of results such as search rankings, traffic, sales or leads. Cancelling stops future charges (Section 5); it does not refund any part of the current billing period.

Chargebacks. Please contact us first about any charge you dispute; most problems can be fixed quickly. If you file a chargeback or payment dispute for a charge that is owed under this Agreement, we may suspend the Services while it is open, and you agree to reimburse reasonable dispute fees we are charged if the dispute is decided in our favor.

5.Term, cancellation and termination

Month to month. This Agreement starts when you accept it and continues month to month until cancelled.

You may cancel at any time by emailing us. Cancellation takes effect at the end of your current monthly billing period; you will not be charged again after that, and the Services continue until then. There is no pro-rated refund for the rest of the billing period, and the setup fee is not refunded (Section 4).

Ending for convenience. We may end this Agreement for convenience by giving you at least 30 days' notice by email. The end takes effect at the end of your current paid billing period (or, if the notice period runs past it, at the end of the billing period in which the notice period ends), so you always receive the Services you have paid for. No refund, pro-rated or otherwise, and no credit or compensation is owed.

Suspension or immediate termination. We may suspend the Services, in whole or in part, or end this Agreement immediately: (a) for non-payment as described in Section 3; (b) if you breach this Agreement (including Sections 7, 8 and 14); (c) if needed to comply with law or a carrier, registrar, payment processor or other Third-Party Service requirement; or (d) to protect the Services, our other clients or the public. If we do, we will tell you why as soon as reasonably possible. Suspension does not end this Agreement, and fees continue to accrue during a suspension caused by your non-payment or breach. If we end this Agreement under (c) or (d) for a reason that is not your fault, we will refund the unused part of any monthly fee you prepaid, pro rata from the end date. We are not liable to you or anyone else for any suspension or termination made under this Section.

What happens when the Services end. Your website and dashboard will be taken offline unless you have bought it out under a full-ownership arrangement (Section 12) or we agree to transfer it. For 30 days after the end date you may ask us for an export of your Client Content and Customer Data in a standard format (such as CSV). After 30 days we will delete your Client Content and Customer Data within a reasonable time (backups are deleted on their normal schedule), unless the law requires us to keep it. You can also ask us to delete Customer Data at any time. Domain transfers are covered in Section 12 and loaned hardware in Section 10. Any amounts owed up to the end date remain due.

6.Your responsibilities

• Accurate information. Give us accurate and complete information (including your legal business name, address and tax ID where needed) and keep it up to date.
• Content and approvals on time. Provide content, feedback, approvals and access when asked. Delays on your side may delay the work, and the monthly fee is still due once the Services start.
• Your accounts and logins. Keep the logins to your website dashboard and your own accounts (for example Stripe, Square, your point-of-sale system, Google, your domain registrar and email) secure and confidential, and tell us right away if you think one has been compromised. You are responsible for activity under your logins. Never send us passwords or full card or bank numbers by email or text.
• A lawful business, run lawfully. You are responsible for running your business lawfully and for complying with the laws that apply to it, including consumer protection, advertising, pricing, food safety, licensing, accessibility, privacy, tax and employment laws.
• Review your website. Review the website and content we prepare for you before and after launch, and tell us about anything inaccurate. You are responsible for the accuracy of your prices, menus, hours, offers and claims.

7.Text messaging, email marketing and calls: compliance

Texting and marketing are heavily regulated, and the rules apply to you as the business sending the messages. Please read this section carefully.

You are the sender. You are the sender of record for all text messages, emails and calls sent from or for your business through the Services, including automated messages and campaigns you set up or approve. We provide the tools; you decide whom to contact and what to say.

Consent. You represent and promise that, for every person you import, add or message through the Services, you have obtained and will keep records of all consent required by law, and that you will use the contact only within the scope of that consent. This includes the federal Telephone Consumer Protection Act (TCPA) and FCC rules (including prior express written consent for marketing texts and autodialed or prerecorded marketing calls to cell phones), the Virginia Telephone Privacy Protection Act (Va. Code § 59.1-510 et seq., which covers marketing calls and texts to Virginia residents) and similar laws in other states, the CTIA Messaging Principles and Best Practices, phone carrier rules, the CAN-SPAM Act for email, and the National Do Not Call Registry and any internal do-not-call list.

Opt-outs and timing. You will honor opt-out requests (such as replies of STOP, UNSUBSCRIBE or similar, or unsubscribe links) promptly and within the time the law requires, and you will not re-add or message people who opted out. You will respect quiet hours: do not send marketing texts or make marketing calls before 8 a.m. or after 9 p.m. in the recipient's local time, or during any narrower hours a state law sets (some states, for example, restrict Sundays and holidays). Messages must identify your business and must not be false, misleading or prohibited content (for example cannabis, firearms, high-risk financial offers or other content carriers prohibit).

Carrier registration (A2P 10DLC). Business texting in the United States requires registering your business and use case with the phone carriers through a registry. This requires accurate business information, including your legal business name, address and EIN (federal tax ID). Approval is decided by the carriers and the registry, not by us, and can take time or be refused. Registration fees and timelines are set by them. If texting cannot be approved, Section 4 explains what happens with the texting feature (a partial refund for that feature and a lower monthly price).

We may pause messaging. We may suspend or limit texting, calling or email for your account at any time if we reasonably believe it is needed to comply with law or carrier rules, to respond to complaints or high opt-out or error rates, or to protect deliverability for you and our other clients. We will tell you why and work with you to fix it.

Your responsibility for messaging. You will defend, indemnify and hold us harmless from any claim, fine, penalty or loss arising from messages, calls or emails sent by or for your business, or from your contact lists, consent records or marketing practices (see also Section 17).

8.AI chat and AI phone assistant

• AI can make mistakes. AI features generate answers automatically and may sometimes be wrong, incomplete or out of date. You are responsible for reviewing the assistant's settings, instructions and the business information ("knowledge") it uses, and for keeping that information accurate.
• Not for emergencies or professional advice. AI features are not for emergencies and must not be relied on to give legal, medical, financial or other professional advice. Callers or visitors with an emergency should be directed to call 911.
• Your content. You are responsible for the content you publish or approve, including messages and answers the assistant gives based on your instructions and information.
• Recordings, transcripts and consent. If you turn on call recording or transcripts, you are responsible for giving any notice and getting any consent the law requires. Some states require the consent of everyone on a call before it is recorded. We provide settings such as a recorded disclosure at the start of a call; you decide whether and how to use them.
• Providers. AI features use third-party AI model providers to process the conversation (see Section 11 and our Privacy Policy).

9.Card payments for your customers

If your website takes card payments from your customers (for example online orders), those payments are processed through your own account with a payment processor such as Stripe or Square, under that processor's terms, which you accept directly with them. The money goes from the processor to you. Lapetina Enterprises is not a payment processor, bank or money transmitter, does not hold your customers' funds, and does not see or store your customers' full card numbers.

You are responsible for your processor account, including its fees, refunds to your customers, disputes and chargebacks, holds, reserves and account reviews. We are not liable for a processor's decisions, delays, fees or outages.

10.Rewards program

• Your program, your rules. If your Plan includes a rewards program, you decide its rules (how points are earned and redeemed, rewards, expiration) and you are responsible for honoring rewards your customers earn under those rules. We provide the software that tracks them.
• Your terms to customers. You are responsible for giving your customers the program terms, which should say at least that points have no cash value, cannot be sold or transferred, and that you may change or end the program as the law allows. We can give you a starting template.
• Tablet. If we supply a tablet for the rewards program, your invoice or setup form will say whether it is sold to you (you own it once paid for) or loaned to you (we own it). For a loaned tablet: keep it in reasonable condition and plugged in at your business; do not install other apps or change its security settings; tell us promptly if it is lost, stolen or damaged; pay the replacement cost we disclose if it is lost or damaged beyond normal wear; and return it (or let us collect it) within 14 days after the Services end, or pay its replacement cost.

11.Your data and privacy

You own your Customer Data and Client Content. We process Customer Data on your behalf and on your instructions, only to provide, secure and support the Services, as a service provider (a "processor") to you. We do not sell Customer Data and do not use it to market to your customers for anyone else.

Security. We use reasonable administrative, technical and physical safeguards appropriate to the data, such as encryption in transit, access controls, encryption of sensitive fields such as tax IDs, and limiting access to people who need it. No system is perfectly secure.

Sub-processors. We use Third-Party Services to process data for us, in these categories: cloud hosting and databases, email delivery, text messaging and phone carriers, AI model providers, payment processing, and analytics and search tools (such as Google). Our Privacy Policy lists the main providers by name. They are allowed to use the data only to provide their service to us.

Data the Services are not for. The Services are not designed for protected health information (HIPAA), full payment card numbers, or information about children under 13. Do not use them for that unless we sign a separate written agreement.

Breaches. If we learn of a security breach that affects your Customer Data, we will notify you without undue delay, tell you what we know, and help you meet any notice obligations you have.

Export. You can ask us for an export of your Customer Data at any time while the Services are active, and for 30 days after they end, after which it is deleted (Section 5). You can also ask us to delete Customer Data at any time.

Your customers' privacy. Because you collect data from your customers, you are responsible for having a privacy policy on your website that describes your practices, and for complying with privacy laws that apply to your business (for example state privacy laws such as the Virginia Consumer Data Protection Act, which applies to businesses above certain size thresholds). We can provide a template privacy policy for your website, but you are responsible for its content.

Aggregated data. We may use de-identified, aggregated information about how the Services are used (which does not identify you or your customers) to operate and improve the Services.

Our own handling of your information as our client is described in our Privacy Policy.

12.Domain names and accounts we set up for you

• Domains we register for you are registered in our registrar account and listed with you as the business they are for, unless we agree otherwise in writing. We renew them while your account is active and paid up.
• Transfer. Once all fees owed are paid, we will transfer a domain registered for you to your own registrar account on request, including after the Services end. Registrar transfer or renewal fees may apply. A domain you already owned stays yours; you give us the access needed to point it to your website.
• Full ownership option. A full-ownership (buyout) arrangement transfers the website files, domain and hosting account to you once paid in full. Features that run on our systems (such as online ordering, texting, the AI assistant, the CRM and dashboard services) continue only on a monthly Plan. After the transfer, hosting, renewals and maintenance are your responsibility unless you keep a monthly Plan with us.
• Accounts in your name. Accounts that must be in your name (for example your payment processor, Google Business Profile or point-of-sale system) belong to you. Where you give us access to them, we use it only to provide the Services, and you can remove our access at any time.

13.Intellectual property

Yours. You own your Client Content, including your name, logos, trademarks and photos. You give us a non-exclusive license to use, copy, adapt and display Client Content only to provide the Services. You promise that you have the rights to the Client Content you give us and that it does not infringe anyone's rights.

Ours. We own our templates, designs, source code, software, tools, dashboards, workflows and know-how, including improvements made while working for you (the "Lapetina Materials"). While your account is active and paid up, we give you a non-exclusive, non-transferable license to use the Lapetina Materials as part of your website and the Services. If you buy out your website under a full-ownership arrangement, you receive a perpetual license to use the Lapetina Materials included in your website for that website. This Agreement does not otherwise transfer ownership of Lapetina Materials, and you will not copy, resell or reverse engineer them.

Who owns your website. We want to be clear about this from the start. On a monthly Plan (for example "Website only" or "Website + SEO"), your website is provided to you as a service, much like a lease, and is not sold to you. Lapetina Enterprises owns and keeps all rights, title and interest in the website, its design, code, dashboard and hosting, other than your Client Content. The setup fee pays for building and launching your website; it does not buy the website. Your right to use the website lasts only while your monthly service fee is paid up. If the monthly service fee is not paid (after the notice and 10-day grace period in Section 3), we will take the website offline, and it stays offline until the balance is paid or the Agreement ends. Ownership of a website passes to you only under a full-ownership (buyout) arrangement (Section 12) that we both agree to in writing (for example a "Full ownership" Plan on your setup form or proposal) and that you have paid for in full. Your Client Content (your name, logos, photos and text) and your Customer Data always remain yours. Our copies are available for export, and then deleted, as described in Section 5.

Third-party materials. Stock photos, fonts and third-party software included in your website are licensed under their own terms.

Portfolio. We may show your website (screenshots and a link) and your business name in our portfolio and marketing. You can opt out at any time by emailing us.

14.Acceptable use

You may not use the Services, or let others use them, to: break any law or regulation; infringe intellectual property or privacy rights; send spam or unsolicited or non-consented messages; publish false, deceptive or misleading content or reviews; sell or promote illegal goods or services, or goods or services the relevant carriers, processors or hosting providers prohibit (for example illegal drugs, weapons sales that break the law, or adult content); harass, threaten or discriminate against anyone; distribute malware or attempt to break or overload the Services or anyone's security; or resell the Services without our written agreement.

We may remove content, or suspend the affected Services, that we reasonably believe breaks this Section, and we will tell you when we do unless the law or safety prevents it.

15.Third-Party Services

The Services depend on Third-Party Services such as hosting and cloud providers, domain registrars, Google, payment processors, point-of-sale systems, delivery apps, phone carriers and AI providers. Their availability, features, rules, approvals and prices are outside our control and may change. We are not responsible for their acts, outages or decisions, but we will work with you in good faith to keep your Services running or find an alternative. Where a change by a Third-Party Service means a monthly feature cannot be provided, Section 4 applies (a partial refund for that feature and a lower monthly price). Your use of a Third-Party Service under your own account is governed by that provider's terms.

16.Availability and support

• Availability. We use commercially reasonable efforts to keep your website and dashboard available, but we do not guarantee uninterrupted or error-free service or any specific uptime unless we agree to it in writing.
• Maintenance. We may perform maintenance that briefly interrupts the Services, and we try to do it outside your busiest hours. We will give advance notice of planned maintenance expected to cause significant downtime when we reasonably can.
• Support. Support is by email at trenton1503@gmail.com or by phone at (951) 823-4931, Monday–Friday, 9:00 AM–5:00 PM Eastern (excluding U.S. federal holidays). We aim to respond within one business day and prioritize issues that take your website offline.
• Accessibility. We build to common accessibility practices, but we do not promise that your website meets the ADA or WCAG; accessibility audits are quoted separately.

17.Disclaimers, limit of liability and indemnity

Disclaimer. Except as expressly stated in this Agreement, the Services are provided "as is" and "as available", and we disclaim all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title and non-infringement, to the fullest extent the law allows. We do not guarantee any particular search ranking, traffic, number of leads, reviews, sales or revenue, or that any carrier, registry, processor, Google or other third party will approve your business or keep it approved.

Limit of liability. To the fullest extent the law allows: (a) neither party is liable to the other for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue, data or goodwill, even if told they were possible; and (b) our total liability for all claims arising out of or relating to this Agreement or the Services is limited to the fees you paid us for the Services in the 3 months before the event that gave rise to the claim. These limits do not apply to your payment obligations, to your indemnity obligations, to either party's liability for fraud, gross negligence or willful misconduct, or to liability that cannot be limited by law. Our indemnity obligations under "Our indemnity" below are limited to the fees you paid us in the 12 months before the claim.

Your indemnity. You will defend, indemnify and hold harmless Lapetina Enterprises and its owner, employees and contractors from any third-party claim, and related losses, fines, penalties and reasonable attorneys' fees, arising from: your Client Content; your text messages, calls, emails, marketing, contact lists or consent records (Section 7); your use of AI features, recordings or transcripts (Section 8); your products, services, prices, offers or rewards program; your dealings with your customers; or your breach of this Agreement or of law.

Our indemnity. We will defend and indemnify you from any third-party claim that the Lapetina Materials, as we provide them and used as permitted, infringe a United States copyright or trademark, and pay damages finally awarded or agreed in settlement. This does not apply to claims caused by Client Content, Third-Party Services, or changes not made by us. If such a claim happens we will fix the issue by modifying or replacing the affected item or, if that is not reasonable, end the affected Service, stop charging for it, and give you a partial refund for it under Section 4.

Process. The party seeking indemnity must promptly notify the other, give reasonable cooperation, and let the indemnifying party control the defense and settlement (which may not admit fault for, or impose obligations on, the other party without its consent).

18.General terms

• Confidentiality. Each party will keep the other's non-public business information confidential and use it only for this Agreement, except where it becomes public through no fault of the receiving party, was already known, is independently developed, or must be disclosed by law (with notice where allowed).
• Independent contractors. We are an independent contractor. Nothing in this Agreement creates a partnership, joint venture, employment or agency relationship.
• Force majeure. Neither party is responsible for delays or failures caused by events beyond its reasonable control, such as natural disasters, power or internet outages, failures of Third-Party Services, carrier actions, labor disputes, government action or war. This does not excuse payment of fees for Services provided.
• Assignment. You may not transfer this Agreement without our written consent. We may transfer it to a successor of our business with notice to you.
• Notices. Notices under this Agreement are given by email: to you at the email on your setup form (or the latest one you gave us), and to us at trenton1503@gmail.com. A notice is effective when sent, unless the sender receives a delivery failure.
• Changes to this Agreement. We may update this Agreement. For a material change, we will email you a summary and a link to review and confirm the new version, and show the new version in your website dashboard. A material change takes effect on the date stated in that email, which is at least 30 days after we send it. Confirming the new version is how you accept it; continuing to use the Services after the effective date also means you accept it. If you do not agree, you may cancel before then (Section 5). Changes that are not material (such as clearer wording or new contact details) take effect when we post them with a new "Last updated" date. Price changes and changes to included allowances, "unlimited" features and usage rates follow Section 3. Changes do not apply to disputes that arose before they took effect.
• Entire agreement; order of precedence. This Agreement, together with your setup form, Plan and any written proposal or order we both accept, is the entire agreement about the Services and replaces earlier discussions. If they conflict, a signed written agreement for specific work controls, then your Plan and setup form, then this Agreement, except that the Included allowances, Price changes, Refunds and Limit of liability provisions of this Agreement always apply.
• Severability; no waiver. If any part of this Agreement is found unenforceable, it will be enforced to the maximum extent allowed and the rest stays in effect. Not enforcing a provision is not a waiver of it.
• Survival. Sections that by their nature should continue after the Agreement ends do so, including fees owed, data export and deletion, intellectual property, indemnities, limits of liability, confidentiality and dispute resolution.

19.Disputes and governing law

Talk to us first. If a dispute arises, the parties will first try in good faith to resolve it informally. The party raising it will email the other a description of the issue, and both will try to resolve it within 30 days before starting a lawsuit.

Governing law. This Agreement is governed by the laws of the Commonwealth of Virginia, without regard to its conflict-of-laws rules, and by applicable federal law.

Venue. Any lawsuit arising out of or relating to this Agreement must be brought in the state courts located in the City of Hampton, Virginia, or the United States District Court for the Eastern District of Virginia, and both parties consent to the jurisdiction of those courts.

Small claims. Either party may bring an individual claim in a small claims court (in Virginia, the general district court for small claims) that has jurisdiction, instead of the courts above.

Time limit. To the extent the law allows, any claim must be brought within one year after it arose.

20.Contact us

Lapetina Enterprises
Address: 724 River St, Apt 5, Hampton, VA 23669
Email: trenton1503@gmail.com
Phone: (951) 823-4931
Support hours: Monday–Friday, 9:00 AM–5:00 PM Eastern