Terms of Service

1. SERVICE ORDERS AND SCOPE

A “Service Order” means the applicable Stripe checkout or invoice, written quote, proposal, order form, statement of work, or other written project description accepted by Client that identifies the purchased services, fees, billing frequency, term, usage limits, or deliverables.

For a custom website purchased after a demonstration, the custom website demonstrated to Client immediately before checkout is incorporated into the applicable Service Order.

Each purchase creates a separate Service Order under these Terms. The Service Order controls the specific services, scope, deliverables, fees, billing frequency, and service term. These Terms control all other legal and operational matters.

If a Service Order conflicts with these Terms concerning scope, pricing, billing frequency, deliverables, or service term, the Service Order controls that specific issue. Any other modification to these Terms must be confirmed by SBS in writing.

Oral discussions, demonstrations, estimates, or sales statements do not modify a Service Order unless incorporated into the demonstrated website or confirmed by SBS in writing.

2. SERVICES AND CHANGES

SBS may provide custom website design, website hosting, AI receptionist services, AI voice systems, lead generation, advertising support, SEO and local-search services, CRM configuration, business automation, integrations, reporting, growth strategy, consulting, and related services.

Client receives only the services and deliverables identified in the applicable Service Order. A description on the SBS website does not mean every listed feature is included in every purchase.

Work outside the agreed scope—including additional revisions, integrations, campaigns, workflows, pages, features, data migration, training, maintenance, or support—requires SBS's written approval and may require additional fees.

Implementation and delivery dates are estimates unless a Service Order expressly identifies a date as guaranteed. Dates may change because of Client delays, requested changes, third-party platform limitations, technical compatibility, regulatory requirements, or circumstances outside SBS's reasonable control.

SBS may refuse or discontinue any requested configuration, campaign, communication, integration, or use that SBS reasonably believes is unlawful, deceptive, unsafe, technically unsupported, or inconsistent with a third-party platform's rules.

3. FEES, BILLING, AND TAXES

Client will pay the amounts displayed during checkout or otherwise stated in the applicable Service Order.

One-time charges are charged when displayed during checkout or as stated in the Service Order. Recurring services automatically renew at the billing frequency displayed during checkout or stated in the Service Order until canceled in accordance with these Terms.

By purchasing a recurring service, Client authorizes SBS and its payment processor to charge the payment method provided for each renewal and for any usage-based or variable charges expressly disclosed in the Service Order.

SBS will not charge an undisclosed setup fee, usage fee, advertising expense, third-party expense, or overage without Client's prior written approval or clear authorization in the Service Order.

Advertising spend, telecommunications usage, phone numbers, text-message charges, email delivery charges, domains, software subscriptions, API fees, platform fees, and other third-party expenses are Client's responsibility unless the Service Order expressly states that they are included.

Client is responsible for applicable sales, use, excise, or similar taxes, excluding taxes based on SBS's net income.

SBS may change the price of a recurring service by providing at least 30 days' notice before the new price takes effect. Client may cancel the affected service before the next renewal if Client does not accept the new price.

If payment fails or an amount becomes overdue, SBS may suspend the affected services after providing reasonable notice. Client remains responsible for amounts properly incurred before suspension or cancellation.

4. TERM, CANCELLATION, AND REFUNDS

A one-time project begins when payment is received or when SBS begins work, as stated in the Service Order.

A recurring service continues until canceled unless the Service Order expressly establishes a different term. Client is not committed to a fixed long-term contract unless a fixed term is clearly stated in the Service Order.

Client may cancel a future renewal through the available Stripe customer portal or by emailing servicebasedsolutions.info@gmail.com before the next renewal date. Cancellation becomes effective at the end of the already-paid service period. Client will continue to have access to the purchased service through that period unless the service is suspended for breach or unlawful use.

Recurring fees are nonrefundable after the applicable billing period begins, except where required by law or where SBS terminates the service without cause and has not provided the paid service.

Setup fees, custom-project fees, deposits, and other one-time fees become nonrefundable after SBS begins the applicable work, except to the extent SBS materially fails to provide the purchased service, does not cure the failure within a reasonable period after written notice, or a refund is otherwise required by law.

The website-specific refund terms in Section 9 apply to custom website purchases.

Client-requested delays, missing access, missing content, missing approvals, or failure to cooperate do not create a right to a refund. SBS may adjust the timeline or pause work until the required items are received.

5. CLIENT RESPONSIBILITIES

Client will:

• Provide accurate, complete, and lawful business information, instructions, content, pricing, availability, policies, and other materials required for the services.
• Obtain and maintain all permissions, licenses, consents, and rights necessary for Client's materials, data, contact lists, communications, advertisements, and requested uses.
• Provide timely access to applicable domains, software, accounts, calendars, CRM systems, advertising platforms, phone systems, and other tools.
• Review and approve scripts, workflows, advertisements, offers, website content, automations, translations, and business information before launch.
• Designate a qualified contact who can provide decisions and approvals.
• Maintain appropriate security for Client-controlled accounts, devices, credentials, and systems.
• Independently retain any records, data exports, or backups Client is legally or operationally required to maintain.
• Use the services in compliance with applicable laws, regulations, industry rules, platform policies, and third-party agreements.

Client is responsible for business decisions, prices, offers, representations, appointments, services, and commitments made in Client's name. SBS is not authorized to change Client's substantive business policies unless Client approves the change.

6. AI RECEPTIONIST, VOICE, AND CALLING SERVICES

AI receptionists and voice systems use artificial intelligence and automated technology. They may misunderstand a caller, provide an unexpected response, experience a delay, or fail to complete an intended action.

Client is responsible for reviewing and approving the system's scripts, knowledge, prices, service information, scheduling rules, escalation procedures, disclosures, and authorized actions. Client must monitor the system after launch and promptly report material errors.

Client will maintain an available human escalation process when reasonably appropriate. AI systems must not be used as the sole method for emergency response or for medical, legal, financial, safety-critical, or other high-risk decisions unless SBS expressly approves a compliant use in writing.

For outbound calls, text messages, emails, or other communications made for Client:

• Client determines the intended recipients, purpose, timing, offers, and business content.
• Client represents that it has obtained every consent and permission required by applicable law, including prior express written consent when required.
• Client will maintain legally sufficient records of consent.
• Client will comply with applicable federal and state calling, texting, telemarketing, advertising, caller-identification, do-not-call, and solicitation laws.
• Client will maintain and honor applicable internal do-not-call, unsubscribe, revocation, and suppression requests.
• Client will not provide purchased, scraped, misleadingly obtained, or otherwise unlawful contact data.
• Client will provide evidence of consent or lawful authority upon reasonable request from SBS.

Client must ensure that legally required disclosures are made concerning artificial intelligence, automated calls, caller identity, the commercial purpose of a call, call recording, transcription, and monitoring.

Call recording, transcription, summarization, and storage will be enabled only as approved within the applicable configuration. Client is responsible for determining whether notice or consent is required from callers and for approving the applicable disclosure.

Client may not use SBS services for deceptive impersonation, harassment, fraud, unlawful discrimination, threats, unsolicited communications lacking required consent, or concealment of a caller's true identity or commercial purpose.

Each party remains responsible for laws directly applicable to its own conduct. Nothing in these Terms eliminates a legal obligation that cannot lawfully be transferred by contract.

SBS may reject, delay, limit, or suspend an outbound communication workflow until SBS receives sufficient information concerning its purpose, recipients, consent process, disclosures, and opt-out procedures.

SBS does not guarantee uninterrupted calling, successful call completion, appointment accuracy, caller conversion, number reputation, carrier acceptance, or any particular business outcome.

7. LEAD GENERATION, ADVERTISING, SEO, AND STRATEGY

Advertising and lead-generation services may depend on Google, Meta, search engines, directories, advertising networks, analytics services, or other third-party platforms.

Unless expressly included in the Service Order, advertising and media spend is separate from SBS's management fee and is paid directly by Client.

Client is responsible for approving campaign claims, pricing, offers, qualifications, testimonials, reviews, disclosures, targeting criteria, landing pages, and creative materials before publication. Client confirms that approved claims are truthful, supportable, and not misleading.

SBS does not guarantee:

• A particular number, quality, exclusivity, or conversion rate of leads.
• Advertising approval or continued access to an advertising account.
• A specific cost per lead or return on advertising spend.
• Search-engine rankings, map-pack placement, traffic, calls, sales, or revenue.
• Approval, reinstatement, or continued availability of a Google Business Profile or other listing.
• Any particular time in which results will occur.

Leads may be incomplete, duplicated, unqualified, inaccurate, fraudulent, or outside Client's preferred area. SBS will use the processes included in the Service Order but cannot control the conduct or intentions of prospective customers.

Search engines and advertising platforms may change their algorithms, policies, pricing, account requirements, or functionality without notice. SBS is not responsible for third-party suspensions, disapprovals, algorithm changes, or account restrictions that SBS did not cause through a material breach of the applicable Service Order.

Growth strategy and consulting services are advisory. Client remains responsible for evaluating and implementing recommendations and for all resulting business decisions.

8. CRM, AUTOMATION, EMAIL, AND TEXT MESSAGING

Client represents that all personal information, lead data, customer data, and contact information supplied to an SBS-configured CRM, automation, or messaging system was collected and may be used lawfully for the intended purpose.

Client is responsible for obtaining legally required consent for marketing or automated communications and for maintaining and honoring unsubscribe, revocation, suppression, and do-not-contact requests.

Commercial email campaigns must use accurate sender information, nondeceptive subject lines, required disclosures, a valid business address, and a functioning unsubscribe method when legally required.

Automations and integrations may be affected by incorrect data, permission changes, API limitations, expired credentials, software updates, third-party outages, account restrictions, or modifications made by Client or another provider.

Client must review and test important workflows before full deployment and maintain reasonable human oversight of appointments, payments, customer communications, estimates, and other material business actions.

SBS is not responsible for errors resulting from inaccurate Client data, unauthorized changes, unsupported third-party modifications, expired Client credentials, or Client's failure to follow provided instructions.

9. CUSTOM WEBSITES AND HOSTING

When Client purchases a custom website after an SBS demonstration, Client is purchasing the website demonstrated immediately before checkout, together with any additional changes SBS confirms in writing.

Unless SBS agrees otherwise in writing, the purchase includes the demonstrated website and its initial launch. Additional revisions, maintenance, redesigns, pages, integrations, domain registration, ongoing SEO, content changes, and third-party services are not included.

SBS will launch the website as soon as reasonably practical after receiving full payment and all content, approvals, domain access, and other materials reasonably required from Client.

Because Client reviews the custom website before purchasing it, the one-time website payment is nonrefundable after payment, except if SBS materially fails to provide the purchased website, does not cure that failure within a reasonable period after written notice, or a refund is otherwise required by law.

Client must notify SBS of a material technical defect or material difference from the purchased website within 10 business days after launch. SBS will use reasonable efforts to correct a verified defect within the purchased scope. Requests that change the approved design, content, scope, or functionality are additional work.

Unless a signed Service Order expressly states otherwise, SBS retains ownership of the website and its underlying technology as described in Section 10. Payment of the website fee compensates SBS for creating and launching the website and does not transfer ownership of the source code, project files, or SBS-controlled development and hosting environments.

Subject to Client's timely payment and compliance with these Terms and the applicable Service Order, Client receives a limited, non-exclusive, non-transferable license to use the published website while SBS continues hosting or publishing it under the applicable paid arrangement, as described in Section 10.

Third-party fonts, photographs, software, integrations, plugins, and other materials remain subject to their applicable licenses and platform terms.

Client owns and is responsible for purchasing, controlling, and renewing Client's domain name unless SBS agrees otherwise in writing.

If Client purchases annual hosting, the hosting fee keeps the website hosted and live through SBS for the purchased period and automatically renews annually until canceled. Hosting does not include edits, maintenance, redesigns, domain fees, additional pages, integrations, or other services unless expressly stated in the Service Order.

Client may cancel a future hosting renewal through the available Stripe customer portal or by emailing SBS before the renewal date. Hosting continues through the paid period. SBS may remove the website from its hosting after that period ends.

Canceling SBS hosting or allowing the hosting arrangement to expire ends SBS's obligation to publish the website. Continued publication after cancellation is subject to any separate hosting or publishing arrangement and applicable charges stated by SBS. Ownership of the website, source code, project files, and SBS accounts is not transferred by cancellation, as described in Section 10.

SBS uses accessibility, performance, mobile-responsiveness, and technical SEO practices appropriate to the purchased scope. Unless expressly stated in the Service Order, SBS does not guarantee compliance with a particular accessibility standard, legal requirement, performance score, browser configuration, search-engine ranking, or third-party auditing tool.

10. INTELLECTUAL PROPERTY

The content, design, branding, and functionality of the SBS website, together with SBS's pre-existing and independently developed tools, methods, templates, design systems, reusable components, software, source code, workflows, documentation, processes, know-how, project structures, and development environments, are owned by SBS or its licensors and are protected by applicable intellectual-property laws.

Client Materials and Data

Clients retain ownership of their business names, trademarks, logos, photos, videos, pre-existing or client-supplied text, business information, customer information, lead data, and other materials supplied to SBS (‘Client Materials’). The client grants SBS a non-exclusive license to use, reproduce, modify, display, transmit, and process Client Materials only as reasonably necessary to provide, maintain, support, and promote the contracted services.

The client represents that it has the necessary rights and permissions to provide Client Materials to SBS. SBS does not acquire ownership of the client's customer or lead data merely by processing that data while providing services.

Website Ownership and License

Unless a signed Service Order expressly states otherwise, SBS retains all right, title, and interest in websites created by SBS, including their design implementation, source code, project files, SBS-created components, reusable systems, technical configurations, and SBS-controlled development and hosting environments. Payment of a website design, development, build, or setup fee compensates SBS for the services performed and does not constitute a sale, assignment, or transfer of ownership of the website or its underlying technology.

Subject to the client's timely payment and compliance with these Terms and the applicable Service Order, SBS grants the client a limited, non-exclusive, non-transferable license to use the published website for the client's own business purposes while SBS continues hosting or publishing the website under the applicable paid arrangement. This license does not include ownership of or direct access to SBS's source code, project files, templates, internal documentation, development accounts, hosting accounts, or platform environments.

The client may not sell, sublicense, copy, export, duplicate, transfer, or use the website or its underlying implementation outside the SBS-provided environment unless SBS expressly authorizes it in writing.

Domains and Client-Owned Accounts

A domain name acquired specifically for a client or registered in the client's name remains the client's property, subject to payment of applicable registration and renewal charges. Client-owned CRM, analytics, advertising, calendar, social-media, and other third-party business accounts remain the client's property.

SBS may be granted administrative access to client-owned domains and accounts as necessary to provide services. Administrative access does not transfer ownership to SBS. SBS-controlled development, hosting, software, and platform accounts remain SBS property, and access to those accounts is not included unless expressly stated in a signed Service Order.

Hosting, Management, and Updates

Website hosting or publishing, domain renewal, content updates, monitoring, technical support, and Website Management & Care services are provided only to the extent included in the applicable Service Order or paid plan.

Canceling an optional website-management plan ends the updates, monitoring, and support included in that plan but does not transfer ownership of the website, source code, project files, or SBS accounts. Continued publication after cancellation is subject to any separate hosting or publishing arrangement and applicable charges stated by SBS.

Major redesigns, new pages, custom features, integrations, search-engine optimization, advertising, and third-party costs are not included unless expressly stated in the applicable Service Order.

Suspension, Termination, and Client Materials

If a client fails to pay amounts when due, materially breaches an agreement, or allows an applicable hosting or publishing arrangement to expire, SBS may suspend or discontinue publication of the website after providing any notice required by the applicable agreement or law.

Upon termination, SBS will reasonably cooperate in returning or making available the client's Client Materials, client data, client-owned domain, and client-owned accounts after all outstanding amounts have been paid. Unless a signed Service Order expressly states otherwise, SBS is not required to transfer or provide its source code, project files, templates, reusable components, internal documentation, development accounts, hosting accounts, or platform access. Any requested transition work may be subject to additional fees.

11. DATA, PRIVACY, AND SECURITY

Each party will comply with privacy and data-protection laws applicable to its own activities.

Client determines the business purposes for which Client Data is collected and processed. SBS may process Client Data as necessary to provide, maintain, secure, troubleshoot, and improve the purchased services and may use service providers for those purposes.

SBS will use reasonable administrative, technical, and organizational safeguards appropriate to the nature of the information it handles. No internet-based, telecommunications, or software system can be guaranteed completely secure or uninterrupted.

Client must not provide SBS or configure an SBS service to collect protected health information, full payment-card information, Social Security numbers, biometric identifiers, information about children, financial-account credentials, or other regulated or highly sensitive information unless SBS expressly agrees in writing and the parties complete any legally required additional agreement.

If applicable law requires a data-processing agreement, business-associate agreement, or other specialized privacy contract, the parties must complete that agreement before the regulated information is processed.

Upon termination and written request, SBS will provide a reasonably available export of Client Data in SBS's possession when technically feasible and legally permitted. SBS may retain information required for legal, security, backup, fraud-prevention, accounting, or legitimate recordkeeping purposes.

Information collected directly by SBS through its website, consultations, checkout, and business communications is handled according to the SBS Privacy Policy.

12. CONFIDENTIALITY

Each party may receive nonpublic business, technical, customer, pricing, operational, or financial information from the other party (“Confidential Information”).

The receiving party will use Confidential Information only to perform or receive the services, protect it using reasonable care, and disclose it only to personnel and service providers who need the information and are subject to appropriate confidentiality obligations.

Confidential Information does not include information that the receiving party can demonstrate:

• Was lawfully known without confidentiality restrictions.
• Becomes public without breach of these Terms.
• Is received lawfully from another source without confidentiality restrictions.
• Is independently developed without using the other party's Confidential Information.

A party may disclose Confidential Information when legally required after providing notice when legally permitted.

13. THIRD-PARTY SERVICES

The services may rely on third-party hosting providers, AI providers, telecommunications carriers, domain registrars, software platforms, advertising networks, CRMs, calendars, APIs, payment processors, analytics providers, and other vendors.

Third-party services are governed by their own terms, privacy policies, pricing, functionality, and availability. Client is responsible for complying with terms applicable to Client-controlled accounts.

SBS does not control and is not responsible for third-party outages, security incidents, policy changes, API changes, suspensions, discontinued features, pricing changes, data loss, or service limitations outside SBS's reasonable control.

If a third-party change makes an integration or feature unavailable or materially more expensive, SBS may propose a replacement, scope change, pricing adjustment, or discontinuation of the affected feature.

14. WARRANTIES AND DISCLAIMERS

SBS warrants that it will perform the purchased services in a professional and workmanlike manner consistent with the applicable Service Order.

Client's exclusive remedy for a verified breach of this warranty is for SBS to use reasonable efforts to reperform or correct the affected service. If SBS cannot reasonably do so, SBS will refund the unearned portion of the fee attributable to the materially nonconforming service.

Except for the express warranty above and to the maximum extent permitted by law, the services and deliverables are provided “as is” and “as available.” SBS disclaims implied warranties of merchantability, fitness for a particular purpose, title, and noninfringement to the extent those warranties may legally be disclaimed.

SBS does not guarantee uninterrupted service, error-free AI output, complete data capture, cybersecurity, regulatory compliance, legal compliance, carrier delivery, software compatibility, platform availability, search rankings, lead volume, appointments, conversions, sales, revenue, savings, or any other business result.

SBS does not provide legal, tax, accounting, medical, employment, or regulatory advice. Client should consult qualified professionals concerning requirements applicable to Client's business and intended use.

15. INDEMNIFICATION

Client will defend, indemnify, and hold harmless SBS and its members, employees, and contractors from third-party claims, damages, penalties, liabilities, and reasonable legal expenses arising from:

• Client Materials or Client Data.
• Client's products, services, prices, offers, claims, testimonials, business practices, or customer relationships.
• Contact lists, calls, recordings, texts, emails, advertisements, or other communications directed or approved by Client.
• Client's failure to obtain legally required consent, permission, disclosure, or authorization.
• Client's unlawful, deceptive, or unauthorized use of the services.
• Client's material breach of these Terms or a Service Order.

SBS will defend Client from a third-party claim that a final deliverable created solely by SBS and used by Client as authorized directly infringes a United States copyright or trademark.

SBS has no obligation concerning claims caused by Client Materials, Client instructions, third-party materials, open-source software, unauthorized modifications, combination with materials not supplied by SBS, or continued use after SBS provides a noninfringing replacement.

For a covered infringement claim, SBS may modify or replace the affected deliverable or terminate the affected use and refund the fee reasonably attributable to it. This is Client's exclusive remedy for such a claim.

The indemnified party must provide prompt notice and reasonable cooperation. The indemnifying party may control the defense and settlement, but may not admit fault or impose a nonmonetary obligation on the indemnified party without consent.

16. LIMITATION OF LIABILITY

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, including lost profits, lost revenue, lost data, loss of goodwill, or lost business opportunities, arising from or related to the services.

To the maximum extent permitted by law, SBS's total aggregate liability arising from a Service Order will not exceed:

• For a recurring service, the fees Client paid SBS under that Service Order during the six months immediately preceding the event giving rise to the claim.
• For a one-time project, the amount Client paid SBS for that project.

These limitations apply regardless of the legal theory asserted and even if a party was advised that damages were possible.

Nothing in these Terms limits liability to the extent it cannot legally be limited, including liability resulting from fraud, willful misconduct, or gross negligence.

17. USE OF THE SBS WEBSITE

The SBS website, branding, design, written content, graphics, and other site materials belong to SBS or their respective owners and may not be copied, reproduced, republished, or commercially used without permission.

Users may not attempt to disrupt the website, gain unauthorized access, introduce malicious code, scrape protected content, misuse forms, impersonate another person, or use the website for an unlawful purpose.

Website descriptions and educational materials are general information and do not create a guarantee, Service Order, or professional advisory relationship.

18. SUSPENSION, TERMINATION, AND TRANSITION

SBS may suspend or terminate a service for nonpayment, material breach, unlawful use, security risk, harm to a third party, platform-policy violation, or conduct likely to expose SBS or a provider to legal or operational risk.

When reasonably possible, SBS will provide notice and an opportunity to cure a material breach. Immediate suspension is permitted when necessary to address unlawful conduct, security threats, platform restrictions, or potential harm.

Either party may terminate an ongoing service as permitted by the applicable Service Order and Section 4.

Termination does not eliminate payment obligations incurred before termination. Provisions concerning ownership, confidentiality, accrued payment obligations, indemnification, disclaimers, liability limitations, disputes, and other provisions that reasonably should survive will remain in effect.

Transition assistance, migration, additional exports, training, or work beyond the deliverables expressly included in these Terms or the Service Order may require an additional fee.

19. GENERAL TERMS

Michigan law governs these Terms and each Service Order without regard to conflict-of-law principles.

Before filing a lawsuit, the parties will make a good-faith attempt to resolve the dispute by providing written notice describing the issue and allowing at least 30 days for discussion, unless immediate relief is reasonably necessary to protect confidential information, intellectual property, data, systems, or legal rights.

Any lawsuit arising from these Terms or a Service Order must be brought in a state court located in the Michigan county where SBS maintains its principal business office or in the federal court having jurisdiction over that location. Each party consents to that jurisdiction and venue.

Client may not assign a Service Order without SBS's written consent, except as part of a merger, reorganization, or sale of substantially all of Client's business or assets. SBS may assign these Terms or a Service Order as part of a merger, reorganization, sale of substantially all assets, or transfer to an affiliate or successor.

The parties are independent contractors. These Terms do not create an employment, agency, partnership, franchise, fiduciary, or joint-venture relationship.

Neither party is responsible for delay or failure caused by events beyond its reasonable control, including natural disasters, severe weather, government action, labor disruption, internet or utility failure, carrier outage, platform failure, cyberattack, or widespread service-provider interruption.

Notices concerning cancellation, breach, legal claims, or these Terms must be sent to the email address associated with the applicable Service Order. Notices to SBS must be sent to servicebasedsolutions.info@gmail.com.

SBS may update these Terms prospectively. The version accepted by Client when completing a purchase continues to govern that purchase through its current service term. Material changes affecting a recurring service will be provided before they apply to a future renewal.

If any provision is determined to be invalid or unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will continue in effect.

Failure to enforce a provision is not a waiver. Headings are for convenience only. These Terms do not create rights for anyone other than the parties and permitted successors.

These Terms, the applicable Service Order, the demonstrated website when applicable, the Privacy Policy, and additional written project details approved by SBS constitute the complete agreement concerning the applicable purchase and replace prior discussions concerning that purchase.

Service Based Solutions LLC electronically adopts and signs these Terms.