1. Engagement

Client, by its execution hereof, engages RS Gonzales as an independent consultant to perform the services outlined in the Marketing Proposal that accompanies these Terms and Conditions of Service (“Terms and Conditions”). These Terms and Conditions, together with the Marketing Proposal, are hereinafter referred to collectively as the “Agreement.”

2. Term and Minimum Commitment

This Agreement shall become effective on the date accepted by Client and shall continue for a minimum period of twelve (12) months (the “Initial Term”), and then on a month-to-month basis thereafter.

Client acknowledges that RS Gonzales performs significant upfront work during the first thirty (30) days of this Agreement — including website design and development, campaign setup, SEO foundation, CRM configuration, and strategic planning — the cost of which is amortized over the Initial Term. The twelve (12)-month minimum commitment reflects this front-loaded investment and is a standalone obligation independent of the website provision described in Section 17.

After the Initial Term, either party may terminate this Agreement at the conclusion of any monthly billing cycle by providing fourteen (14) days’ prior written notice to the other party.

This Agreement may be terminated immediately by RS Gonzales if: (i) Client fails to pay any fees as and when due hereunder; (ii) Client materially fails to fulfill its cooperation obligations as set forth in Section 12; or (iii) RS Gonzales discovers that Client is utilizing its website for any purpose that violates federal, state, or local law.

3. Fees and Payments

During the Term, Client agrees to pay in full when due the monthly fees for the service selected by Client in this Agreement. The monthly fee shall be the amount specified in the Marketing Proposal.

Credit Card on File; Authorization to Charge. Client agrees to submit a valid credit card to keep on file in RS Gonzales’s secure payment system, with the credit card submission due at the time the Agreement is signed. By submitting a credit card, Client expressly authorizes RS Gonzales to charge that card automatically each month for all fees due under this Agreement, without requiring further action or approval by Client. Client agrees to maintain a valid, unexpired credit card on file at all times during the Term and to update payment information promptly upon any change. The first monthly fee shall be due on the day of the first onboarding meeting, pro-rated for the first month accordingly. All subsequent monthly fees shall be due on the 1st day of each successive month.

Non-Refundability. Once paid, all fees shall be nonrefundable, except as expressly provided in the 30-Day Money-Back Guarantee set forth in Section 9. The monthly fees established in this Agreement will remain in effect for at least twelve (12) months, with no increase in pricing during that period. After twelve (12) months, RS Gonzales reserves the right to increase fees upon forty-five (45) days’ prior written notice to Client.

Late Payment; Interest. Client acknowledges and agrees that any fee not paid within ten (10) days after its due date shall bear interest at the rate of 1.5% per month (18% per annum) from such tenth (10th) day until paid in full.

Acceleration. In the event Client fails to pay any monthly fee when due and such failure is not cured within ten (10) days of written notice from RS Gonzales, RS Gonzales may, at its sole election, declare the entire remaining balance of fees due for the unexpired portion of the twelve (12)-month term immediately due and payable in full, without further notice to Client.

4. Legal Fees and Collection Costs

In the event RS Gonzales must take any action to collect unpaid fees, enforce this Agreement, or respond to or defend against any claim, chargeback, payment dispute, or legal proceeding initiated by or on behalf of Client, Client agrees to pay all costs and expenses incurred by RS Gonzales in connection therewith, including without limitation: (a) reasonable attorneys’ fees; (b) court costs and filing fees; (c) collection agency fees (including any percentage-based commission charged by a collection agency); (d) chargeback fees and penalties assessed by payment processors or financial institutions; and (e) any other costs of enforcement or collection. These obligations survive the termination or expiration of this Agreement.

5. Personal Guaranty

The individual signing this Agreement on behalf of Client (“Guarantor”) unconditionally and irrevocably personally guarantees the full and timely payment of all fees, interest, legal fees, collection costs, and any other amounts due and owing to RS Gonzales under this Agreement. This guaranty is a guaranty of payment and not merely of collection, meaning RS Gonzales may proceed directly against Guarantor without first exhausting remedies against Client. Guarantor waives any right to require RS Gonzales to proceed against Client before proceeding against Guarantor. This personal guaranty shall survive the termination of this Agreement and shall remain in effect until all obligations of Client to RS Gonzales have been satisfied in full. By signing this Agreement, the Guarantor acknowledges that this personal guaranty is a material inducement to RS Gonzales entering into this Agreement and that RS Gonzales would not have entered into this Agreement absent this personal guaranty.

6. Prohibition on Chargebacks and Payment Disputes

Client expressly agrees that it will not initiate, encourage, or assist in any chargeback, payment reversal, or credit card dispute with respect to any fees properly charged under this Agreement. Client acknowledges that all fees charged by RS Gonzales pursuant to this Agreement represent legitimate charges for services rendered or contracted, and that initiating a chargeback or payment dispute in connection with such fees constitutes a material breach of this Agreement.

In the event Client initiates or causes a chargeback or payment dispute, Client shall be liable for: (a) the full amount of the disputed charge; (b) any chargeback fees, processing fees, or penalties assessed by the payment processor or financial institution; (c) all attorneys’ fees and costs incurred by RS Gonzales in contesting the chargeback or dispute; and (d) interest on all amounts at the rate of 1.5% per month from the date of the chargeback until paid in full. RS Gonzales reserves the right to immediately suspend all services upon initiation of a chargeback or payment dispute, without liability to Client.

7. Ad Spend

Client commits to spending at least the minimum monthly ad spend specified in the Marketing Proposal, but in no event less than $3,000 per month, on paid advertising (including but not limited to Google Pay-Per-Click Ads, Google Local Services Ads, Yelp Ads, or Meta Ads). Client shall maintain two updated credit cards on file with the applicable advertising platform (a primary and backup card) to prevent campaigns from being paused due to expired or declined cards. All advertising costs are paid directly by Client to the advertising platforms; RS Gonzales does not collect or hold such funds. RS Gonzales cannot warrant optimal results if Client is unable or unwilling to spend at least this minimum amount on advertising.

Google Local Services Ads (LSAs) are separate from and in addition to the minimum monthly advertising budget described above. LSAs require advertisers to set a maximum weekly budget, which may be significantly higher than the actual amount spent. Because LSA lead volume depends on market demand and availability, actual charges may vary substantially from week to week. Client acknowledges that higher lead volume may result in increased advertising spend and agrees that Client is responsible for monitoring lead flow, technician capacity, and advertising budgets.

All advertising charges incurred through third-party platforms are the sole responsibility of Client and will be billed directly by the platform. RS Gonzales does not control lead volume and does not guarantee the quantity, quality, or conversion of leads. Client agrees that such advertising charges are non-refundable and Client shall not initiate chargebacks, payment disputes, or reimbursement requests against RS Gonzales for advertising charges billed directly by any advertising platform.

Additional Fees for Ad Spend Above Threshold. Due to the complexity of running multiple ad campaigns, if total advertising spend across all platforms exceeds a plan threshold, Client agrees to pay an additional fee of 10% of all ad spend above that threshold, as follows:

• Growth Plan ($2,200/month): Additional fee applies to ad spend in excess of $5,000/month.
• Accelerate Plan ($3,500/month): Additional fee applies to ad spend in excess of $10,000/month.
• Dominate Plan ($5,000/month): Additional fee applies to ad spend in excess of $20,000/month.

Additional fees for excess ad spend will be charged to the credit card on file at the beginning of the following month. Client has the right to review data from all ad channels to confirm accuracy prior to the charge. In lieu of paying the additional fee, Client may opt to move into a higher service plan, retroactively effective from the beginning of the month when ad spend exceeded the threshold.

8. Google Business Profile

Client acknowledges that businesses without a physical address on their Google Business Profile typically have significantly reduced visibility in local search, which will limit organic leads. RS Gonzales requires Client to maintain a valid address and may assist in identifying options (home, virtual, or commercial), with all associated costs the responsibility of Client. Client understands that Google favors established commercial locations, and alternative address types may carry risks of delayed verification, suspension, or reduced visibility. RS Gonzales will assist with the process but does not control or guarantee Google’s verification decisions.

9. 30-Day Money-Back Guarantee

RS Gonzales offers Client a 30-day money-back guarantee. If, within the first thirty (30) days of service, Client is unsatisfied with work and does not wish to continue services, Client may request a full refund of the first month’s payment. The refund will be granted without requiring any reason or explanation, processed within two (2) business days, and credited to Client’s account. Upon such request, marketing services will conclude and both parties will have no further obligations to each other. Client will retain ownership of any marketing materials created during those 30 days, including social media posts or setup of Google Local Services Account, but will not continue to have access to the RS Gonzales Technology Platform.

Website Within the 30-Day Window. If RS Gonzales has published a new website for Client before the Client’s 30-day refund request is made, Client may elect one of the following: (i) pay RS Gonzales $4,500 for the website, in which case RS Gonzales will release the full website files to Client; or (ii) have their prior website restored by RS Gonzales, in which case the new website will be taken down. This election applies only to refund requests made within the 30-day guarantee window. After the 30-day window has closed, the early termination provisions of Section 17 govern exclusively and the website restoration option is no longer available.

Compliance-Related Limitations Do Not Trigger the Guarantee. The 30-Day Money-Back Guarantee applies to RS Gonzales’s performance of services and may not be invoked where RS Gonzales’s ability to deliver specific services was limited or delayed — in whole or in material part — by Client’s failure to hold required licenses, bonding, EIN documentation, or other compliance credentials, or by Client’s failure to fulfill any obligation set forth in Section 12. If Client attempts to invoke the guarantee on such a basis, the invocation shall be deemed invalid, the refund shall not be owed, and such attempt may constitute a material breach subject to Section 6.

10. Changes and Revisions

Unless otherwise provided in the Proposal, Client is allowed up to three (3) rounds of revision for any Deliverables produced under the Agreement, including website design, blogs, emails, social media posts, or ad copy. For purposes of this Agreement, one “round of revision” means a single, consolidated set of feedback submitted by Client in one written communication. Piecemeal, sequential, or follow-up feedback submitted after a round has been delivered constitutes a new round. Client shall pay additional charges for changes in excess of three rounds, or after an authorized representative of Client has formally approved a deliverable in writing, at RS Gonzales’s standard hourly rate of $40.00 per hour.

If Client requests Changes that amount to a revision in or near excess of 50% of the time required to produce the Deliverables, or the value or scope of the Services, RS Gonzales shall be entitled to submit a new and separate Proposal for written approval. Work shall not begin on the revised services until a fully signed revised Proposal is completed and any required retainer fees are received.

11. Additional Services

Client may request additional services outside the scope of the Agreement. RS Gonzales will provide Client with a written scope of work and cost estimate based on the standard hourly rate of $40.00 per hour. Once Client agrees in writing, RS Gonzales will add the fee to the next monthly invoice.

12. Timing and Client Obligations

RS Gonzales will prioritize performance of the Services and undertake commercially reasonable efforts to perform within the time(s) identified in the Proposal. RS Gonzales’s ability to meet any schedule is entirely dependent upon Client’s prompt performance of its obligations, and any delays caused by Client shall not constitute a breach of RS Gonzales’s obligations under this Agreement.

Client Obligations. Client agrees to fulfill the following obligations throughout the Term. Failure to do so constitutes a material breach of this Agreement and may, at RS Gonzales’s election, be grounds for immediate termination without refund:

• Respond to communications from RS Gonzales — including requests for content, credentials, approvals, or feedback — within five (5) business days of receipt.
• Attend all scheduled onboarding sessions, strategy calls, and check-in meetings, or provide at least 24 hours’ notice of inability to attend and promptly reschedule.
• Provide all credentials, account access, and platform permissions required for RS Gonzales to perform the services, including but not limited to Google, Meta, website hosting, and CRM access.
• Maintain the minimum monthly ad spend commitment as specified in Section 7, and keep valid payment cards on file with all applicable advertising platforms.
• Review and provide written approval or consolidated feedback on all Deliverables within five (5) business days of submission.
• Refrain from making unilateral changes to the website, ad campaigns, Google Business Profile, or other RS Gonzales-managed assets without prior written notice to and approval from RS Gonzales.
• Provide all legally required documentation for advertising and compliance purposes (including EIN, applicable licenses, and insurance certificates) upon request and without unreasonable delay.
• Maintain all required state and local contractor’s licenses, federal EIN registration (with supporting documentation such as IRS CP-575 or Letter 147C), general liability insurance, and applicable surety bonds throughout the Term, and provide copies of all such documentation to RS Gonzales upon request and without unreasonable delay. Client acknowledges that failure to maintain or promptly provide any of the foregoing may prevent RS Gonzales from launching or managing specific services and does not constitute a failure of performance by RS Gonzales.

Client Business Operations Responsibility. Client acknowledges that the results of RS Gonzales’s marketing services are materially dependent on Client’s own business operations and customer service performance. RS Gonzales generates leads and drives prospective customers to contact Client, but RS Gonzales has no control over Client’s ability to answer calls, respond to inquiries, dispatch technicians, quote jobs accurately, or convert leads into booked and completed jobs. Client agrees that: (a) failure to answer inbound calls or respond to leads in a timely manner; (b) insufficient technician or staff capacity to fulfill booked jobs; (c) poor customer service, sales performance, or dispatch operations; or (d) any other operational deficiency on Client’s part that results in leads not converting to revenue, does not constitute a failure of RS Gonzales’s services and does not entitle Client to any refund, credit, fee reduction, or payment dispute.

13. Client Authorization and Account Ownership

Client authorizes RS Gonzales to: (i) access Client’s website to analyze its content and structure; (ii) alter Client’s website as necessary for search engine optimization and any other agreed purpose; (iii) upload pages and content to Client’s website as RS Gonzales deems appropriate for SEO purposes; (iv) make use of all of Client’s logos, trademarks, copyrights, website images, and similar items to create informational pages and other materials necessary to provide the services; and (v) communicate with third parties as RS Gonzales deems necessary to perform its services, including Client’s web designer.

Ad Accounts, Analytics, and Tracking Assets. All advertising accounts (including Google Ads, Google Local Services Ads, Meta Ads, Yelp Ads, and any other platform), Google Analytics properties, Google Tag Manager containers, Google Search Console access, and conversion tracking assets created or managed by RS Gonzales on Client’s behalf shall be owned by Client, with RS Gonzales designated as an administrator or agency partner. RS Gonzales will make reasonable efforts to create these assets under Client’s own accounts wherever technically feasible. Upon termination of this Agreement, RS Gonzales will remove its administrative access from all Client-owned accounts within thirty (30) days of the effective termination date. Call tracking numbers managed through the RS Gonzales Technology Platform are governed by Section 14. Any accounts that were created within RS Gonzales’s own platform infrastructure will be handled in accordance with the termination provisions of Section 16.

14. A2P Mobile Number and SMS Compliance

Client consents to the use of an Application-to-Phone (A2P) Mobile Number, which may be placed on Client’s website, social media platforms, and other marketing materials. Client consents to the tracking of all telephone calls routed through the A2P number. Within 30 days after termination of this Agreement, the A2P number will be removed from Client’s website and Google Business Profile but will remain on any off-site videos created for Client. At termination, provided all fees have been paid in full, RS Gonzales will port the A2P number to Client at no cost, should Client so desire.

TCPA Compliance and SMS Contact Consent. RS Gonzales may send SMS and text message campaigns to contacts on Client’s behalf as part of the services. Client represents and warrants that all contacts in any list uploaded to the RS Gonzales Technology Platform by or on behalf of Client have provided prior express written consent to receive marketing text messages from Client, as required by the Telephone Consumer Protection Act (TCPA), 47 U.S.C. § 227, and all applicable state equivalent laws. Client acknowledges that RS Gonzales relies entirely on Client’s representation that proper consent has been obtained for all contacts, and that RS Gonzales has no independent means of verifying that consent. Client indemnifies and holds harmless RS Gonzales and its owners, officers, directors, and employees from and against any and all claims, penalties, fines, damages, costs, and legal fees (including attorneys’ fees) arising out of or related to any alleged or actual violation of the TCPA or any applicable state law in connection with any SMS or text message campaign conducted using Client-provided or Client-approved contact lists. This indemnity obligation survives the termination of this Agreement.

15. Website Hosting

Upon termination of this Agreement, Client shall have sixty (60) days from the effective date of termination to move its website to another host. If Client has not done so within that period, RS Gonzales shall have the authority to remove Client’s website from its server, with no liability to RS Gonzales.

RS Gonzales hosts Client’s website on the RS Gonzales server but will not host Client’s email. If Client requires email management (e.g., Gmail or Office 365), Client shall set that up with its IT provider.

If the Agreement ends, Client has two options:

1. Pay RS Gonzales $400/month to continue hosting on the RS Gonzales server, including monthly maintenance services.
2. Implement the website with a hosting provider of Client’s choice, with RS Gonzales providing a complete website backup at no additional charge.

16. RS Gonzales Technology Platform

As part of this Agreement, Client is granted a limited, non-exclusive, non-transferable license to access and use the RS Gonzales Technology Platform (the “Platform”) during the Term. The Platform includes LeadConnector (RS Gonzales’s proprietary CRM and marketing automation system), any custom dashboards, pricing calculators, sales script tools, AI-powered applications, and other proprietary software built or configured by RS Gonzales on Client’s behalf, as well as RS Gonzales’s underlying AI infrastructure, including integrations with third-party AI services such as Claude and ChatGPT, used to power Platform features.

Nature of Access. Client’s access to the Platform is a license, not a purchase. Client acquires no ownership interest in the Platform, any of its components, or any tools, automations, or applications built within it, regardless of how customized those tools may be for Client’s specific business. RS Gonzales retains full ownership of the Platform and all technology built on or through it at all times. See Section 18 for further detail on intellectual property rights.

Technology Fee. Client’s access to the Platform is included as part of the monthly marketing services fee during the Initial Term. Upon termination or downgrade of full marketing services, Client may maintain access to the Platform at a fee of $197 per month (the “Technology Fee”), which is separate from and in addition to any website hosting or maintenance fees. The Technology Fee is subject to change upon forty-five (45) days’ prior written notice from RS Gonzales.

AI Usage. RS Gonzales uses third-party AI services — including but not limited to Anthropic’s Claude and OpenAI’s ChatGPT — to power certain Platform features on Client’s behalf. The cost of AI inference credits consumed by Client’s account is included in Client’s monthly fee up to a threshold of $20 per month. If Client’s AI usage exceeds $20 in any calendar month, RS Gonzales will bill the overage at cost plus a 20% administrative fee, charged to the credit card on file at the beginning of the following month. RS Gonzales will provide Client with a usage summary upon request. Client acknowledges that AI usage costs are a pass-through from third-party providers and that RS Gonzales does not control the pricing of those providers.

Termination of Access. Upon termination of this Agreement for any reason — including expiration, early termination, or downgrade to a maintenance plan where Client does not elect to continue the Technology Fee — Client’s access to the Platform and all its components will be terminated immediately on the effective date of termination. Following termination of access, RS Gonzales will disconnect any Platform integrations with Client’s third-party accounts, including but not limited to HouseCall Pro, Google, and Meta. Client may request an export of their own data — including contact records, pipeline data, and communication history — within thirty (30) days of termination, at RS Gonzales’s standard rate of $40.00 per hour for extraction and preparation time. RS Gonzales is not responsible for the compatibility or functionality of exported data on any third-party platform. Any customizations, automations, workflows, or tools built by RS Gonzales within the Platform will not be exported or transferred to Client and will remain the exclusive property of RS Gonzales.

Clients Using Their Own GoHighLevel Instance. In some cases, Client may already operate their own GoHighLevel account and may elect, with RS Gonzales’s prior written consent, to use that account in lieu of RS Gonzales’s Platform. In such cases: (a) RS Gonzales will operate as an agency partner within Client’s GoHighLevel instance; (b) Client is responsible for all GoHighLevel subscription fees and platform costs; (c) the Technology Fee described above does not apply, and access to RS Gonzales’s proprietary AI tools, custom dashboards, and Platform-specific features built on RS Gonzales’s infrastructure is not included unless separately agreed in writing; (d) upon termination of this Agreement, RS Gonzales will remove its access from Client’s GoHighLevel account within thirty (30) days; and (e) all intellectual property provisions of Section 18 continue to apply — RS Gonzales retains ownership of any custom workflows, automations, prompts, and tools it builds within Client’s account, regardless of which platform hosts them.

User Accounts. Client may request as many user accounts within the Platform as needed and may access the Platform via desktop or mobile. Client is responsible for maintaining the security of all login credentials issued to its team members and for any activity that occurs under those credentials.

17. Ownership of Work Product and Early Termination

In the event of termination, graphics and content developed by RS Gonzales on behalf of Client will be released to Client at no additional charge, provided all services have been paid in full. Social media contacts, followers, and all marketing and sales contacts generated through outreach campaigns are the exclusive property of Client.

Website — Early Termination Before 12 Months. As part of this Agreement, RS Gonzales builds a new website for Client at no additional charge, as consideration for Client’s twelve (12)-month commitment. If Client terminates this Agreement before completing twelve (12) months of service, the full cost of the website — $4,500 — becomes immediately due and payable. Upon receipt of that payment, RS Gonzales will release the complete website files to Client. Client acknowledges that the website built by RS Gonzales represents a significant investment of time and resources, and that the $4,500 represents a fair and reasonable buyout reflecting that investment. There is no alternative early-exit path with respect to the website: Client may not elect to have the prior website restored in lieu of paying the $4,500 after the 30-day guarantee window has closed. Any such request shall not release Client from the $4,500 obligation.

Website — Completion of 12 Months. Upon Client completing twelve (12) months of paid service, the website will be released in full to Client at no additional charge. After release, Client is responsible for all WordPress updates, licensed plugins, hosting, and forward compatibility on a non-RS Gonzales server.

Early Downgrade to Website Maintenance Plan. RS Gonzales may, at its sole and absolute discretion, offer Client the option to downgrade from full marketing services to a Website Maintenance Plan prior to the completion of the twelve (12)-month Initial Term. This option is not a right of Client and may be offered or withheld by RS Gonzales on a case-by-case basis. Client may not unilaterally elect to downgrade; any such downgrade requires RS Gonzales’s express written consent.

Maintenance Tiers. If RS Gonzales elects to offer an early downgrade, the applicable maintenance tier will be determined by RS Gonzales in its sole discretion based on the circumstances of the downgrade request:

Hardship Tier ($250/month) — “Keep the Lights On.” Available where Client demonstrates genuine business hardship, such as a temporary pause in operations, significant revenue disruption, or other circumstances outside Client’s reasonable control. Services include: (a) website hosting on RS Gonzales servers; (b) security monitoring and WordPress plugin updates; (c) uptime monitoring and basic technical troubleshooting; and (d) preservation of all SEO content and site structure built during the full program. No active editing, strategic work, reporting, or campaign management is included at this tier. This tier does not include access to the RS Gonzales Technology Platform. To retain Platform access, Client must separately elect the Technology Fee at $197 per month, in addition to this maintenance fee.

Standard Tier ($400/month) — “Stay Active, Stay Visible.” Applies where Client’s circumstances have changed in a way that reduces their need for full marketing services but Client is not experiencing financial hardship. Services include everything in the Hardship Tier, plus: (a) up to two (2) hours per month of website edits, including content updates, page revisions, image updates, and contact or service area changes (billable time includes all design, content, and technical work performed, as well as any calls or email exchanges exceeding fifteen (15) minutes; unused hours do not roll over); (b) one (1) Google Business Profile update per month; (c) a monthly website health report covering uptime, page speed, and basic performance metrics; (d) one (1) annual SEO audit providing a review of current keyword rankings, site visibility, and a summary of what resuming full services would address; and (e) priority re-onboarding upon resumption of full marketing services, with a dedicated kickoff scheduled within five (5) business days of re-engagement. This tier does not include access to the RS Gonzales Technology Platform. To retain Platform access, Client must separately elect the Technology Fee at $197 per month, in addition to this maintenance fee.

RS Gonzales retains the sole right to determine which tier applies. Additional work requested beyond what is included in the applicable tier will be billed at RS Gonzales’s standard hourly rate of $40.00 per hour.

Minimum Maintenance Commitment. Upon agreeing to a maintenance downgrade, Client commits to a minimum maintenance period equal to the greater of: (a) six (6) months; or (b) the number of months remaining on the twelve (12)-month Initial Term at the time of downgrade. By way of example: a Client who downgrades after two (2) months of full services has ten (10) months remaining on the Initial Term and therefore commits to a ten (10)-month maintenance minimum; a Client who downgrades after eight (8) months has four (4) months remaining and therefore commits to the six (6)-month floor. The applicable minimum period will be confirmed in writing by RS Gonzales at the time the downgrade is approved. Client may not terminate the maintenance plan before the conclusion of the applicable minimum period without triggering the website buyout provision described below. After the minimum period concludes, either party may terminate the maintenance plan with thirty (30) days’ written notice.

Conditional Waiver of $4,500 Website Buyout. As consideration for Client’s maintenance commitment, RS Gonzales agrees to waive the $4,500 early termination website buyout fee that would otherwise be due under this Section. This waiver is conditional and will be automatically revoked — and the $4,500 will become immediately due and payable — if any of the following occur before Client completes the applicable minimum maintenance period: (i) Client fails to pay any maintenance fee within ten (10) days of its due date; (ii) Client initiates a chargeback or payment dispute with respect to any maintenance fee; or (iii) Client terminates the maintenance plan or requests transfer of the website to another host before the minimum period concludes. The personal guaranty in Section 5 and the legal fees and collection costs provision in Section 4 apply equally to any amounts due under this Section.

18. Intellectual Property

Client’s Intellectual Property. Work product created by RS Gonzales specifically for Client — including website content, blog posts, graphic designs, social media posts, photography, and public directory listings — becomes the intellectual property of Client, provided all services have been paid in full. Client may use this work product for any lawful purpose during and after the conclusion of this Agreement.

RS Gonzales’s Intellectual Property — Technology and Software. Notwithstanding the foregoing, RS Gonzales exclusively owns and retains all rights, title, and interest in and to the following, regardless of how client-specific their configuration or appearance may be:

• The RS Gonzales Technology Platform in its entirety, including LeadConnector and all associated infrastructure.
• All custom software applications, dashboards, calculators, and tools built or configured by RS Gonzales, whether built using RS Gonzales’s proprietary code, third-party platforms, AI tools, or any combination thereof.
• All AI-powered features, prompts, logic, and workflows built or configured by RS Gonzales, including but not limited to sales script generators, lead scoring tools, automated follow-up sequences, and pricing calculators.
• All automation frameworks, integration architectures, and technical processes developed by RS Gonzales in connection with Client’s account.
• All proprietary methodologies, frameworks, reporting formats, and strategic processes used by RS Gonzales in delivering its services.

Client’s access to any of the foregoing during the Term is governed exclusively by the license granted in Section 16 and terminates automatically upon the conclusion of that license. The fact that any tool or application was built to reflect Client’s branding, data, or business processes does not transfer any ownership interest in the underlying tool to Client. Client retains ownership only of the data and content that Client itself provided or generated — not the systems used to organize, display, or act on that data.

Prohibition on Replication. During the Term and for a period of two (2) years following termination, Client agrees not to replicate, reverse-engineer, rebuild, or commission any third party to rebuild any tool, automation, dashboard, or application that is substantially similar to technology built for Client by RS Gonzales during the engagement. Client further agrees not to share, disclose, or provide access to RS Gonzales’s proprietary tools, prompts, workflows, or technical configurations to any third party, including any competing marketing agency. A breach of this provision shall be deemed a breach of both this Section and the Confidentiality provision in Section 23, and RS Gonzales shall be entitled to seek injunctive relief in addition to any other available remedy.

RS Gonzales’s General IP Rights. RS Gonzales retains all rights to any software, technology, processes, and methodologies it uses in performing services under this Agreement. RS Gonzales also reserves the right to use images or samples of work — including website screenshots, dashboard designs, and performance metrics — for case studies, blog posts, website copy, and other promotional purposes, without payment of royalties, provided that Client’s confidential business data is not disclosed.

19. Client Acknowledgments

Client acknowledges: (i) that RS Gonzales cannot control search engine policies or operations; (ii) that RS Gonzales will not be responsible for changes to Client’s website made by Client or third parties that negatively impact rankings; (iii) that RS Gonzales cannot guarantee the results of its services; (iv) that certain keywords are very competitive and search engine rankings cannot be guaranteed; (v) that search engines may discount new or unproven companies regardless of SEO efforts; (vi) that search engines may drop listings without specific cause; and (vii) that some search engines may take several months or longer to effect a change in rankings.

Disclaimer of Projections and Sales Representations. Client further acknowledges that any projections, revenue estimates, lead volume forecasts, growth targets, case study results, or other forward-looking statements contained in the Marketing Proposal or made during any sales conversation are illustrative estimates only, based on results achieved by other clients under different circumstances, and do not constitute guarantees, representations, or warranties of any kind. RS Gonzales makes no promise of specific outcomes, and Client has not relied on any such projection or statement in entering into this Agreement. Results depend on numerous factors outside RS Gonzales’s control, including market conditions, Client’s geographic area, Client’s responsiveness, ad budget, competition, search engine algorithms, and Client’s own business operations.

20. Force Majeure

RS Gonzales shall not be liable for, nor considered in breach under this Agreement due to, delay or failure to perform as a consequence of any conditions beyond RS Gonzales’s reasonable control after exercising commercially reasonable efforts.

21. Disclaimers of Liability

RS GONZALES SHALL NOT BE LIABLE TO CLIENT FOR INDIRECT, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, LOST PROFITS, WHETHER FORESEEABLE OR BASED ON BREACH OF CONTRACT OR WARRANTY, STRICT LIABILITY, OR NEGLIGENCE ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT. RS GONZALES MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO ANY PRODUCTS OR THIRD-PARTY CONTENT OR SOFTWARE OBTAINED FROM ANY THIRD PARTIES. RS GONZALES WILL NOT BE RESPONSIBLE FOR RESULTS DUE TO ALTERATIONS OR OVERWRITES MADE TO A WEBSITE BY ANOTHER PARTY.

Liability Cap. In addition to the foregoing, RS Gonzales’s total cumulative liability to Client for any and all claims arising out of or related to this Agreement — whether based on contract, tort, negligence, strict liability, or any other legal or equitable theory, and whether or not RS Gonzales has been advised of the possibility of such damages — shall not exceed the total fees actually paid by Client to RS Gonzales in the three (3) calendar months immediately preceding the event giving rise to the claim. This cap applies to all claims in the aggregate, not per claim. Client acknowledges that this limitation of liability is a fundamental element of the basis of the bargain between the parties and that RS Gonzales would not have entered into this Agreement without it.

22. Client Representations, Warranties, and Indemnity

General Representations. Client represents and warrants: (i) that Client owns the URL listed in this Agreement; and (ii) that Client owns or has the unrestricted right to use all graphics, photos, designs, intellectual property, and artwork furnished to RS Gonzales.

Licensing, Bonding, and Compliance — Representation at Signing. Client represents and warrants that, as of the date of signing this Agreement, Client holds all licenses, registrations, bonds, and insurance policies required by applicable federal, state, and local law to lawfully operate its business and to advertise its services, including without limitation: (a) a valid state contractor’s license for HVAC services in each jurisdiction in which Client operates or advertises; (b) a current federal Employer Identification Number (EIN), supported by IRS documentation (CP-575 or Letter 147C); (c) general liability insurance at commercially appropriate coverage levels; and (d) any surety bond required by Client’s state or local jurisdiction. Client acknowledges that this representation is a material inducement to RS Gonzales entering into this Agreement, and that RS Gonzales would not have agreed to provide services — including building Client’s website at no charge — absent this representation.

Ongoing Compliance Obligation. Client agrees to maintain all required licenses, bonding, insurance, and registrations in good standing throughout the full Term of this Agreement. In the event any license, bond, or insurance lapses, is revoked, or otherwise becomes invalid during the Term, Client shall notify RS Gonzales in writing within five (5) business days and shall take immediate steps to restore compliance. A lapse in required licensing or bonding that is not cured within thirty (30) days of written notice from RS Gonzales constitutes a material breach of this Agreement and entitles RS Gonzales to terminate immediately, without refund.

Service Launch Conditioned on Documentation. Certain services managed by RS Gonzales — including but not limited to Google Local Services Ads, Google Business Profile optimization, and SMS marketing — cannot be launched without prior submission and acceptance of required compliance documentation by the applicable third-party platform. RS Gonzales has no obligation to launch, and shall bear no responsibility for any delay in launching, any such service until all required documentation has been received from Client, verified by RS Gonzales, and accepted by the applicable platform. Time periods and deadlines stated in the Marketing Proposal with respect to these services are conditioned on Client’s timely provision of all required documentation and shall be tolled for each day of delay attributable to Client’s failure to provide such documentation.

Documentation Delays Do Not Constitute Grounds for Refund or Dispute. Client expressly acknowledges that any delay, limitation, or failure to deliver specific services resulting from Client’s failure to hold, maintain, or timely provide required licensing, bonding, insurance, EIN documentation, or any other compliance documentation does not constitute unsatisfactory performance by RS Gonzales, and does not entitle Client to any refund, credit, fee reduction, or termination right. Any attempt by Client to invoke the 30-Day Money-Back Guarantee, initiate a chargeback, or dispute a charge on the basis of service delays or limitations caused by Client’s own documentation deficiencies shall constitute a material breach of this Agreement and shall be subject to all remedies set forth in Section 6.

Google Business Profile Verification. Client acknowledges that Google Business Profile verification is controlled exclusively by Google and depends on factors outside RS Gonzales’s control, including but not limited to: Client’s business address type, Google’s verification policies at the time of application, Client’s compliance status, and Google’s internal review processes. RS Gonzales does not guarantee that Client’s Google Business Profile will be verified, and any failure to obtain or maintain verification — for any reason outside RS Gonzales’s direct operational control — does not constitute a failure of service and does not entitle Client to any refund, credit, or payment dispute.

Out-of-Scope Compliance Assistance. In some cases, RS Gonzales may, as a courtesy and at its sole discretion, assist Client in locating, applying for, or obtaining required compliance documentation, including but not limited to EIN letters, bonding, contractor’s licenses, or platform verification materials. Any such assistance: (a) is provided entirely outside the scope of the services described in the Marketing Proposal; (b) creates no obligation on the part of RS Gonzales to continue such assistance or to guarantee any outcome; (c) does not pause, extend, or modify any billing cycle, timeline obligation, or refund window under this Agreement; and (d) shall not be construed as an admission that such documentation was RS Gonzales’s responsibility to obtain.

Indemnity. Client indemnifies and holds harmless RS Gonzales and its owners, officers, directors, and employees from and against any and all liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or with respect to: (i) any breach by Client of any representation, warranty, or covenant contained in this Agreement; (ii) Client’s failure to hold or maintain any required license, bond, or insurance; or (iii) any claim by a third party arising from Client’s operation of its business without required credentials or in violation of applicable law.

23. Confidentiality

During the Term of this Agreement and for a period of two (2) years thereafter, Client agrees to hold in strict confidence and not disclose to any third party any Confidential Information of RS Gonzales. “Confidential Information” means any non-public information disclosed by RS Gonzales to Client in connection with this Agreement, including without limitation: pricing structures, service methodologies, proprietary processes, vendor relationships, software tools, internal reporting formats, strategic frameworks, and client lists. Client agrees to use RS Gonzales’s Confidential Information solely for the purpose of receiving the services under this Agreement and for no other purpose. This obligation does not apply to information that is or becomes publicly available through no fault of Client, or that Client is required to disclose by law or court order (in which case Client shall provide RS Gonzales prompt written notice to allow RS Gonzales to seek a protective order).

24. Non-Disparagement

Both parties agree that during the Term of this Agreement and for a period of two (2) years following its termination, neither party — nor their respective owners, officers, or agents — will make, publish, or encourage any false, misleading, or materially disparaging statements about the other, whether orally, in writing, or through any online platform including review sites, social media, or forums. This mutual obligation applies to statements regarding the other party’s business, owners, employees, services, and business practices.

This clause does not prohibit either party from making truthful statements about their experience, or from responding truthfully to direct inquiries. In the event of a breach of this provision by either party, the non-breaching party acknowledges that monetary damages may not fully compensate the harm suffered and that the non-breaching party shall be entitled to seek injunctive relief in addition to any other available remedy.

25. Governing Law and Jurisdiction

This Agreement shall be governed by and construed under the laws of the District of Columbia, without regard to conflict of laws principles.

Jurisdiction and Venue. Any dispute, claim, or controversy arising out of or relating to this Agreement, including its formation, breach, enforcement, or validity, shall be resolved exclusively in the courts of the District of Columbia — specifically, the Superior Court of the District of Columbia or, where applicable, the United States District Court for the District of Columbia. Both parties irrevocably consent to the personal jurisdiction and venue of such courts and waive any objection to the laying of venue in such courts. The prevailing party in any action shall be entitled to recover reasonable attorneys’ fees, costs, and disbursements.

26. Miscellaneous

Notices. All written notices required or permitted under this Agreement must be delivered by email to the designated contact address for each party, as established at the time of signing. Notice is deemed received on the date the email is sent, provided the sender does not receive an automated delivery failure message. For RS Gonzales, all notices must be sent to the email address of the RS Gonzales account manager assigned to Client, with a copy to info@rsgonzales.com. RS Gonzales may update its notice address upon written notice to Client.

Assignment. This Agreement may not be assigned or transferred by Client — whether by operation of law, sale of business, change in ownership or control, or otherwise — without the prior written consent of RS Gonzales, which may be withheld in RS Gonzales’s sole discretion. Any purported assignment without such consent shall be void. In the event of a sale, merger, acquisition, or transfer of the majority ownership of Client’s business, all outstanding fees and obligations under this Agreement remain the personal liability of the original Guarantor until expressly released in writing by RS Gonzales.

General. The terms and conditions shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties. Any failure by RS Gonzales to insist upon strict compliance with any term, covenant, or condition shall not be deemed a waiver thereof. All previous communications about the subject matter of this Agreement, either oral or written, are hereby abrogated, and this Agreement constitutes the entire agreement between the parties with respect to its subject matter. No modification shall be binding unless made in writing and signed by both parties. There are no third-party beneficiaries of this Agreement. Any signature transmitted by electronic signature, fax, or email shall be considered an original for all purposes. If any provision of this Agreement is held illegal, invalid, or unenforceable, it shall be severed without affecting the remaining provisions. The rule of construction that ambiguities in a contract are construed against the drafter is hereby waived by both parties.

By signing this Agreement, Client and the undersigned Guarantor each acknowledge and affirm that they have read and fully understand these Terms and Conditions of Service, which form an integral part of this Agreement, and that the undersigned individual accepts personal liability as Guarantor for all obligations of Client hereunder.