Client Services Agreement

1.1 Services. Invision will perform the services described in each SOW (the "Services"), which may include web design and development, hosting, search engine optimization (SEO), Google Ads, Meta Ads, photography, IT support, AI automation, app development, and related marketing services.

1.2 SOW Controls. Each SOW will identify the project scope, deliverables, schedule, fees, and payment milestones. If an SOW conflicts with this Agreement, the SOW controls for that project only.

1.3 Change Orders. Any work not expressly described in the SOW is "Out-of-Scope Work" and will be quoted separately. Invision is not obligated to begin Out-of-Scope Work until a written change order (email acceptance is acceptable) and payment terms are agreed.

2.1 Deposit. For custom projects, you will pay a non-refundable deposit equal to fifty percent (50%) of the total project fee (the "Deposit") before Invision begins design or development work. The Deposit compensates Invision for reserving capacity, producing strategy and discovery materials, initial creative work, and opportunity cost. The Deposit is fully earned and non-refundable once design work has begun, as described in Section 4.

2.2 Final Payment. The remaining fifty percent (50%) of the project fee (the "Final Payment") is due upon Substantial Completion (Section 3) and prior to launch, transfer, or release of deliverables.

2.3 Ongoing and Monthly Services. Hosting, maintenance, SEO, ad management, and other recurring services are billed monthly in advance, are non-refundable for partial months, and auto-renew until cancelled in writing with at least thirty (30) days' notice to help@invisionmarketing.io.

2.4 Payment Terms. Invoices are due within fifteen (15) days of issuance unless otherwise specified. Accepted payment methods include credit card, ACH, and wire transfer. You are responsible for all payment-processing fees charged back to Invision for failed payments or disputed charges.

2.5 Late Payment. Past-due amounts accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law. Invision may suspend Services and take your website offline if payment is more than thirty (30) days past due.

2.6 Taxes. Fees are exclusive of sales, use, VAT, and similar taxes. You are responsible for all such taxes other than taxes on Invision's net income.

2.7 No Chargebacks. You agree not to initiate a credit card chargeback, ACH reversal, or payment dispute for any charge authorized under this Agreement or any SOW. Your sole remedy for disputed charges is the process in Section 13. If you initiate a chargeback in breach of this Section, you will (a) pay Invision a $150 administrative fee per chargeback, (b) reimburse all card-network or bank fees, and (c) be responsible for Invision's reasonable attorneys' fees and collection costs. A chargeback is a material breach of this Agreement.

3.1 Review Windows. Invision will present deliverables for your review. You will provide consolidated feedback or written approval within five (5) business days of each delivery (the "Review Window").

3.2 Deemed Acceptance. If you do not provide written feedback, rejection with reasonably specific objections, or approval within the Review Window, the deliverable is deemed accepted and the milestone invoice is triggered. "Written" includes email. Approval of staging, "go-live," or publishing of a site or campaign also constitutes final acceptance.

3.3 Revisions. Unless the SOW says otherwise, each milestone includes up to two (2) rounds of consolidated revisions. Additional rounds are billed at $150/hour as Out-of-Scope Work.

3.4 Substantial Completion. A project is "Substantially Complete" on the earliest of: (a) delivery of the staging/preview environment containing all material deliverables; (b) Invision's written notice that the project is ready for launch; or (c) Invision's good-faith determination that fifty percent (50%) or more of the total Services by effort or scope have been performed. Substantial Completion does not require perfection; minor punch-list items may remain.

3.5 Client Delay. Deadlines extend day-for-day for any Client delay. If you do not respond to Invision communications for thirty (30) consecutive days, the project is deemed abandoned, Deemed Acceptance applies to all outstanding deliverables, the Final Payment becomes immediately due, and Invision may invoice and close the project.

4.1 Cancellation by Client. You may cancel a project or ongoing Service upon written notice to help@invisionmarketing.io. Refund treatment depends on the stage of the work when Invision receives the notice:

• Before design or development work has begun: the Deposit is refundable, less any out-of-pocket costs already incurred (e.g., stock assets, domain, ad spend).
• After design or development work has begun, but before Substantial Completion: the Deposit is fully earned and NON-REFUNDABLE. You may, at Invision's discretion, pause the project for up to six (6) months, after which a new setup fee may apply.
• At or after Substantial Completion (50%+ of Services performed): the Deposit is non-refundable AND the Final Payment is immediately due in full. The project fee at this stage is earned as liquidated damages and a reasonable measure of Invision's time, reserved capacity, and lost opportunity, which the Parties agree would be difficult to calculate precisely.
• After launch, go-live, or deemed acceptance: no refunds of any kind, except as expressly provided in a written 30-day satisfaction guarantee published by Invision for applicable starter-site products.

4.2 Cancellation by Invision. Invision may suspend or terminate this Agreement or any SOW immediately if you (a) are more than thirty (30) days past due on any undisputed invoice; (b) materially breach this Agreement and fail to cure within ten (10) days of written notice; (c) initiate a chargeback in breach of Section 2.7; (d) use Services in violation of law; or (e) abandon the project under Section 3.5.

4.3 Effect of Termination. On termination, you remain responsible for all fees incurred through the termination date. Invision will deliver Client-owned content and final deliverables only after (i) all outstanding fees are paid in full and (ii) you have executed Invision's standard closeout acknowledgment. Sections 2, 4, 5, 6, 7, 8, 9, 10, 12, 13, 14, and 15 survive termination.

5.1 Client Materials. You retain ownership of content, logos, trademarks, photographs, and other materials you provide ("Client Materials"). You grant Invision a non-exclusive, royalty-free license to use Client Materials to perform the Services.

5.2 Deliverables. Subject to full and final payment, Invision grants you a perpetual, non-exclusive, non-transferable license to use the final, launched deliverables for your internal business purposes (the "Deliverables").

5.3 Invision IP. Invision retains all right, title, and interest in its pre-existing materials, frameworks, templates, code libraries, design systems, know-how, methodologies, tools, and any improvements thereto (the "Invision IP"), even where incorporated into a Deliverable. You may not copy, resell, sublicense, reverse engineer, or create derivative works from the Invision IP outside your own live use of the Deliverables.

5.4 Ownership Conditional on Payment. All ownership rights and licenses in this Section 5 are expressly conditioned on your full and timely payment. Until the Final Payment has cleared, Invision retains all right, title, and interest in the Deliverables and may (a) refuse to release source files or logins, (b) take down, disable, or password-protect the staged or launched site, and (c) revoke any preliminary license. Use of the Deliverables before full payment is unauthorized use and a material breach.

5.5 Portfolio Use. Invision may display screenshots, descriptions, and performance results of your project in its portfolio, case studies, and marketing materials, unless you opt out in writing.

8.1 Mutual Warranties. Each Party represents that it has the authority to enter into this Agreement and will comply with all applicable laws.

8.2 Services Warranty. Invision will perform the Services in a professional and workmanlike manner consistent with industry standards. Your exclusive remedy for breach of this warranty is reperformance of the non-conforming Services if you notify Invision in writing within ten (10) days of delivery.

8.3 Disclaimer. Except as expressly stated, Invision provides Services "as is" and "as available" and disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and any warranty that Services will be uninterrupted, error-free, or produce any specific business outcome. Invision does not guarantee specific search rankings, traffic, leads, conversions, revenue, or results.

9.1 Exclusion of Damages. To the fullest extent permitted by law, neither Party is liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, loss of goodwill, or business interruption, even if advised of the possibility.

9.2 Cap. Each Party's total cumulative liability arising out of or relating to this Agreement and any SOW, in the aggregate, shall not exceed the amounts actually paid by Client to Invision for the specific Services giving rise to the claim in the six (6) months preceding the event.

9.3 Exceptions. The caps in this Section 9 do not apply to your payment obligations, breaches of Section 5, Section 7, or Section 2.7.

10.1 By Client. You will defend, indemnify, and hold harmless Invision and its officers, members, employees, and contractors from any third-party claim, loss, damage, fine, cost, or expense (including reasonable attorneys' fees) arising out of (a) the Client Materials, including any allegation of infringement, defamation, privacy, or publicity; (b) your products, services, or business; (c) your misuse of the Deliverables or Invision IP; or (d) your breach of this Agreement.

10.2 By Invision. Invision will defend you against any third-party claim that the Deliverables, as delivered by Invision and excluding Client Materials and Client-directed modifications, infringe a U.S. intellectual-property right, and pay damages finally awarded against you. This is Invision's sole liability and your exclusive remedy for IP infringement.

13.1 Governing Law. This Agreement is governed by the laws of the State of Washington, without regard to conflict-of-laws principles.

13.2 Informal Resolution. Before filing any claim, the Parties will attempt in good faith to resolve disputes by negotiation within thirty (30) days of written notice describing the dispute.

13.3 Mediation. If informal resolution fails, the Parties will attempt non-binding mediation in King County, Washington (or remotely by agreement) under the mediation rules of the American Arbitration Association ("AAA"), with costs shared equally.

13.4 Binding Arbitration. Any dispute not resolved by mediation will be finally resolved by binding arbitration administered by the AAA under its Commercial Arbitration Rules. Arbitration will be seated in King County, Washington, conducted by a single arbitrator, and may proceed remotely by video. The arbitrator's award is final and may be entered in any court of competent jurisdiction. This arbitration clause is governed by the Federal Arbitration Act (9 U.S.C. § 1 et seq.) and is intended to be enforceable nationwide.

13.5 Exceptions. Either Party may (a) bring an action in small-claims court for disputes within its jurisdiction, or (b) seek injunctive or equitable relief in any court of competent jurisdiction to protect intellectual property or confidential information.

13.6 No Class Actions. All claims will be brought only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding.

13.7 Prevailing Party. In any action, arbitration, or proceeding arising out of this Agreement (including collection of fees and chargeback disputes), the prevailing Party is entitled to recover its reasonable attorneys' fees, arbitration fees, and costs.

13.8 Limitations Period. Any claim arising out of or related to this Agreement must be filed within one (1) year after the claim accrues or it is permanently barred, except for claims for non-payment of fees.

15.1 Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

15.2 Assignment. You may not assign this Agreement without Invision's prior written consent. Invision may assign in connection with a merger, acquisition, or sale of substantially all its assets.

15.3 Entire Agreement. This Agreement, together with each SOW and any incorporated policies, constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous understandings. Any pre-printed terms on Client purchase orders or portals are rejected and of no force or effect.

15.4 Amendments. Invision may update this Agreement on thirty (30) days' notice (e.g., by posting a new version on this page with an updated effective date). Continued use of Services after the effective date constitutes acceptance of the updated Agreement.

15.5 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remainder continues in full force.

15.6 Waiver. No waiver is effective unless in writing.

15.7 Electronic Acceptance. You agree this Agreement may be accepted electronically, including by checking an "I agree" box, submitting payment, or otherwise indicating assent. An electronic record of your acceptance has the same legal effect as a signed paper agreement under the federal E-SIGN Act and the Washington Uniform Electronic Transactions Act.

15.8 Interpretation. Headings are for convenience only. "Including" means "including without limitation." This Agreement is the product of negotiation between the Parties and will not be construed against either Party as drafter.