1. Scope of Services & Delivery Timeline

BizLaunch.ai ("Provider," "we," "us") agrees to design, build, deploy, and manage the digital store described in the package selected by Client ("you," "your business") at time of purchase. Deliverables include a custom Shopify website, integrated Sticker Builder, easy checkout, customer accounts, automated order emails, AI live chat support, AI mockup generator, free logo setup for stickers, basic Google & Facebook ads setup, and other items expressly listed in the package. Custom design from scratch, app development, custom integrations beyond the standard scope, and unlisted features are not included and will be quoted separately if requested. Provider reserves the right to use industry-standard frameworks, templates, Shopify apps, and proprietary tooling to deliver the package efficiently.

Delivery Timeline. Provider aims to have Client's full store launched within six (6) weeks of contract signing and initial payment, delivered in four phases: (1) Discovery — Week 1 (brand assets, logo prep, sticker types & pricing mapping, goals lock); (2) Build — Weeks 2–4 (Shopify store, Sticker Builder, checkout, customer accounts, automated emails, AI chat & mockup tools); (3) Launch — Week 5 (go-live, payment testing, builder & checkout verification, ads setup); (4) Optimize — Week 6 and onward (conversion review, store improvements, ongoing maintenance, SEO). The 6-week target is contingent on Client providing brand assets, approvals, and required information within 10 business days of each request. Delays caused by Client (slow asset delivery, slow approvals), third-party platform issues (domain transfers, Shopify/app setup, ad account verification), or force majeure events may extend the timeline; Provider will communicate openly about any change to scheduled milestones.

2. Payments & Financing

The setup fee is $8,000, due upon signing this agreement and processed via the Stripe checkout link provided after signature. Klarna financing (split payments up to 24 months) is offered through Stripe and is subject to Klarna's independent approval — Provider does not guarantee Klarna acceptance and is not a party to that financing arrangement. The monthly maintenance fee of $350 begins the calendar month following store go-live and is billed automatically via Stripe on the same calendar day each month; it covers website support, updates, ads management, and SEO updates, including one (1) fresh SEO content page every three (3) months. The second payment of $8,000 is invoiced only after Client's website has generated $100,000 in cumulative sales through the store Provider builds (see section 8). Failed payments may result in service suspension after a 5-day cure period.

Ad spend for the Google & Facebook ads is paid directly by Client to Google and Facebook from Client's own accounts — Provider sets up and manages the campaigns but does not handle, hold, transfer, or profit from ad spend. Ad budget is set at Client's discretion.

3. Refund Policy

Setup fees are non-refundable once work has commenced. Provider begins building Client's system within 7 business days of payment. If Client cancels before work begins, a full refund will be issued less a 10% administrative fee. If Client cancels after work has begun, refunds are issued on a pro-rata basis based on hours worked at $150/hr (e.g., if Provider has invested 20 hours of work valued at $3,000, $3,000 is retained from the refund). Monthly recurring fees can be cancelled with 30 days written notice via email to nathaniel@bizlaunch.ai; no partial-month refunds are issued. Klarna installments, once approved and disbursed by Klarna, are governed by Klarna's terms — Client remains responsible for repayment to Klarna regardless of the status of this agreement.

4. Intellectual Property & Ownership

Client's brand assets (logo, name, photos, written content, color choices, customer testimonials, customer data) remain Client's exclusive property at all times. The website and CRM, as customized for Client, are licensed to Client for use during the term of service and transferable to Client upon request and full payment of all outstanding fees. The underlying frameworks, templates, automations, AI prompts, code libraries, and proprietary systems developed by Provider remain the exclusive property of BizLaunch.ai and are licensed for Client's use; they may not be reverse-engineered, resold, redistributed, sublicensed, copied, or used to build competing services. Provider reserves the right to reference Client as a portfolio case study in marketing materials with reasonable factual descriptions of work performed; Client may opt out of being referenced as a case study at any time by emailing Provider in writing.

5. Privacy & Confidentiality of Client Information

We take the privacy of your information seriously. Information you provide to Provider during the course of this engagement — including but not limited to your business financials, customer lists, lead data, marketing performance numbers, internal pricing, vendor relationships, payment information, and any other non-public information — is treated as confidential. Provider will use such information solely for the purpose of delivering the services described in this agreement and will not disclose it to any third party except: (a) to subprocessors strictly necessary to deliver the services (e.g., hosting providers, payment processors), all of whom are bound by equivalent confidentiality obligations; (b) as required by law, court order, or government investigation; or (c) with Client's express written consent.

Provider does NOT sell, rent, lease, trade, or share Client's business information, customer information, or order data with any third-party advertisers, data brokers, list buyers, or marketing aggregators. Customer and order data captured by your Shopify store, Sticker Builder, AI chat, and email tools is yours and yours alone. Provider's access to that data is limited to what is necessary to operate, monitor, debug, and improve your store. We will not contact your customers, market to them, or use your store's performance data to benefit competing sticker businesses.

6. Data Security & Customer Data Protection

Provider implements commercially reasonable technical and organizational safeguards to protect Client's data and the personal information of Client's leads, including: (a) encryption in transit (HTTPS/TLS) for all data sent between users, your website, and our systems; (b) encryption at rest for stored data on managed cloud infrastructure; (c) role-based access controls so that only authorized BizLaunch.ai team members can access Client systems on a need-to-know basis; (d) periodic review of access logs and security configurations; (e) prompt deactivation of access for departing personnel.

While Provider takes reasonable steps to secure data, no system connected to the internet can be guaranteed 100% secure, and Provider does not warrant that data will never be subject to unauthorized access. In the event of a confirmed data breach involving Client data or leads' personal information, Provider will notify Client without undue delay (and within 72 hours where reasonably possible) with the facts known at that time and the remediation steps being taken. Client is responsible for safeguarding any login credentials issued to Client's team and for promptly notifying Provider of any suspected unauthorized access from Client's side.

7. Compliance With Privacy Laws

The website, forms, AI chat, and email automations Provider builds are designed to support compliance with applicable U.S. privacy and communications laws, including CAN-SPAM and applicable state laws (CCPA/CPRA in California, etc.). However, Client is the "business" / "controller" of any customer data captured through Client's store and is ultimately responsible for: (a) honoring unsubscribe and opt-out requests promptly; (b) including required disclosures in outbound email communications; (c) responding to consumer privacy requests (access, deletion, etc.) within legally required timeframes; (d) maintaining a privacy policy on Client's website that accurately reflects data collection practices. Provider will support Client's compliance efforts and will not configure systems in a manner intended to violate these laws.

8. Performance-Based Second Payment

The second $8,000 payment is structured to align Provider's incentives with Client's success: it is not due until Client's website has generated $100,000 in cumulative sales through the store Provider builds. "Sales" are defined as completed, paid customer orders processed through the Shopify store (net of refunds, chargebacks, and cancellations). Client agrees to provide Provider reasonable access to Shopify sales reporting to verify the threshold. There is no time limit on reaching the threshold — if the store never reaches $100,000 in sales, the second payment is never owed. This structure is offered in good faith and assumes Client keeps the store live, does not remove or materially alter the Provider-built systems without consultation, and operates the business in good faith (fulfilling orders, maintaining product listings, keeping payment processing active).

9. Client Responsibilities

Client is responsible for: (a) providing brand assets (logo, designs, product info, content review) within 10 business days of signing — delays caused by Client may extend timelines without penalty to Provider; (b) responding to Provider's review requests, approval requests, and content requests in a timely manner so the project doesn't stall; (c) maintaining licenses, accounts, and payment methods for any third-party software in Client's own name (Shopify subscription, Google & Facebook Ads accounts, domain registrar, payment processor); (d) operating Client's sticker business in compliance with all applicable laws, including consumer protection, advertising standards, business licensing, sales tax, and intellectual-property requirements in Client's jurisdiction; (e) ensuring Client's products, marketing claims, and customer-facing communications are truthful, lawful, and do not infringe third-party copyrights or trademarks; (f) treating Provider's team with professionalism — harassment, abuse, or threats are grounds for immediate termination without refund.

10. Termination

Either party may terminate this agreement with 30 days written notice. Upon termination: (a) Client retains the customized website code, content, and brand assets; (b) Client must remove or replace any reference to BizLaunch.ai's proprietary systems, AI prompts, and tooling within 30 days; (c) any outstanding fees become immediately due; (d) Provider will provide a reasonable transition period during which Client can export lead data, content, and customer information to Client's chosen new platform. Provider may terminate immediately, without further obligation, for: (a) non-payment after the 5-day cure period; (b) fraud or material misrepresentation; (c) material breach of this agreement that is not cured within 10 days of written notice; (d) abusive or threatening behavior toward Provider's team.

11. Limitation of Liability

Provider's total liability under this agreement, regardless of theory of recovery, is limited to the total amount Client has paid Provider in the twelve (12) months immediately preceding the event giving rise to the claim. Provider is not liable for indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, business interruption, loss of orders, loss of data, or reputational harm. Provider does not guarantee specific sales or revenue outcomes. E-commerce is competitive — results depend on Client's products, pricing, designs, fulfillment, customer service, ad spend, market demand, and many other factors outside Provider's direct control.

12. Indemnification

Client agrees to indemnify and hold Provider harmless from any third-party claims, damages, or legal fees arising from: (a) Client's products, designs, marketing claims, or business representations; (b) Client's failure to comply with applicable laws (consumer protection, CAN-SPAM, sales tax, business licensing); (c) intellectual-property claims arising from sticker designs or artwork sold or uploaded through Client's store — Client is solely responsible for ensuring it has the rights to all designs offered or printed; (d) customer disputes related to products Client sells or fulfills; (e) Client's misuse of any system, tool, or platform delivered by Provider. Provider agrees to indemnify Client for third-party claims that Provider's proprietary systems, as delivered, infringe a U.S. copyright, trademark, or trade secret of a third party.

13. Service Availability & Force Majeure

Provider targets but does not contractually guarantee any specific uptime percentage. Hosting, third-party APIs (search engines, ad platforms, AI providers, payment processors, phone carriers), and infrastructure are subject to outages and changes outside Provider's control. Provider is not liable for delays, performance failures, or service interruptions caused by force majeure events (natural disasters, internet outages, third-party platform changes, government action, labor disputes, etc.) but will use commercially reasonable efforts to restore service promptly.

14. Communication & Consent

By signing this agreement, Client consents to receive transactional and operational communications from Provider via email, text, and phone calls related to the services (project updates, billing notices, support, scheduling). Client may opt out of marketing communications at any time without affecting service delivery.

15. Governing Law & Dispute Resolution

This agreement is governed by the laws of the State of Ohio without regard to its conflict-of-law principles. Any dispute arising under this agreement will first be addressed in good-faith negotiation between the parties for at least 30 days. If unresolved, disputes will be settled by binding arbitration in Wayne County, Ohio under the rules of the American Arbitration Association. Each party bears its own attorney's fees and costs unless otherwise awarded by the arbitrator.

16. Entire Agreement & Acceptance

This document constitutes the entire agreement between Client and BizLaunch.ai regarding the package selected and supersedes all prior discussions, proposals, or representations. Any modifications must be in writing and signed by both parties. If any provision is found unenforceable, the remainder of the agreement remains in full force. By typing your name, drawing your signature, and proceeding to payment below, you affirm: (a) you are at least 18 years old and legally authorized to bind your business to this agreement; (b) you have read, understood, and agree to all sections above; (c) the contact and business information you provide is accurate; (d) you understand that signing forms a binding contract between your business and BizLaunch.ai LLC.

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