Agreement Overview and Acceptance

This Service Agreement (the “Agreement”) is between Convoia, Inc. (referred to as “Company,” “we,” or “us”) and you (the “Client”). By clicking “Accept” (or similar) and agreeing to this Agreement electronically, you acknowledge that you have read and agree to these terms. This click-to-accept action creates a binding contract between you and the Company as of the date of your acceptance (the “Effective Date”). Please read this Agreement carefully – it outlines our respective rights and responsibilities in plain language.

Scope of Services

We provide a range of digital marketing and web services to help your business succeed online. Our Services may include (but are not limited to) the following:

• Website Design and Development: Creating a new or redesigned website for you, including layout, visual design, and content integration, tailored to your business needs.
• Search Engine Optimization (SEO): Optimizing your website to improve search engine rankings and online visibility, using industry best practices for on-page and off-page SEO.
• Online Advertising Campaign Management: Managing digital ad campaigns (e.g. pay-per-click ads on Google, Facebook, etc.) to promote your products or services. This includes setting up campaigns, monitoring performance, and adjusting for best results.
• Website Hosting and Maintenance: Hosting your website on reliable cloud-based servers that we select (for example, Amazon Web Services or a similar platform) and managing all technical aspects to keep your site running smoothly. We may migrate your site to different servers or providers if needed for performance or security, without degrading your website’s availability.
• Performance Reporting: Providing you with periodic reports and updates on your website and marketing performance (SEO rankings, ad campaign results, web traffic, etc.) so you can track progress.
• Ongoing Support: Offering support for your website and marketing campaigns, including reasonable technical support, content updates, and answering your questions as they arise.

We will perform all Services in a professional, timely manner and with reasonable skill and care, consistent with industry standards. Our team will work hard to deliver quality results for you. However, we need your cooperation to succeed – see Client Responsibilities below for what we ask of you.

Hosting and Attribution: By entering this Agreement, you authorize us to host and serve your website as needed during the term of our engagement including, without limitation, Amazon Web Services (“AWS”) or a successor platform of comparable capability. We may place a small, discreet credit (for example, “Website by Convoia“) in the footer of your website. This credit will be unobtrusive, and we appreciate the acknowledgment of our work. 

Term and Termination

Term Length: This Agreement begins on the Effective Date and will continue for an initial term of six (6) months (the “Initial Term”). After the Initial Term, the Agreement will automatically continue on a month-to-month basis unless terminated as described below.

Termination After Initial Term: Either party may terminate this Agreement for any reason after the Initial Term by providing at least sixty (60) days’ prior written notice to the other party. The termination will take effect at the end of that 60-day notice period (but not earlier than the end of the Initial Term). For example, if the Initial Term ends on December 31 and you give notice on January 15, service will end 60 days later.

Termination for Breach: Either party may also end this Agreement for cause if the other party materially breaches the Agreement and does not fix the breach within 30 days after receiving written notice of it. In addition, if either party ceases to do business or becomes insolvent/bankrupt, the other may terminate immediately upon notice. (We truly hope nothing like that happens!)

Effect of Termination: If this Agreement is terminated (for any reason), we will stop providing Services at the end of the term. You agree to pay for all Services rendered and expenses incurred up to the effective termination date. Termination of this Agreement will not affect any provisions that by their nature should continue, such as confidentiality, ownership, indemnification, and limitations of liability.

Please note: During the Initial Term, you are committing to the full six months of service. Early termination for convenience (without cause) is not permitted until after the Initial Term. This ensures we can plan and allocate resources effectively for your project.

Fees and Payment

You agree to pay the fees for our Services as described below. We aim to be transparent about our fees so there are no surprises:

• One-Time Setup Fee: A one-time setup fee of $99 will be charged for initial services such as website setup/migration, initial optimization, and configuration of hosting and analytics. This setup fee covers work to get your website prepared (for example, optimizing it for speed and Core Web Vitals) and will typically be charged along with your first monthly payment.
• Monthly Service Fees: You will pay a recurring monthly fee for our ongoing services. Unless otherwise agreed, our standard monthly fees are $99 per month for SEO services and $99 per month for advertising campaign management, billed in advance. (If you have selected a different service package or custom plan, your monthly fee may be set forth in a separate schedule or order form.) We will send you an invoice or receipt each month detailing the services provided and the amount due.
• Advertising Spend: Ad spend is separate. Any budget for online advertising (e.g. money spent on Google Ads, Facebook Ads, etc.) is not included in the monthly service fees above. You are responsible for paying all advertising costs directly to the advertising platforms. For example, you would pay Google or Facebook for the cost of the ads themselves (we will help you set this up). Our advertising management fee covers our work in managing the campaigns, but does not cover the actual ad charges. We will never commit you to any advertising spend or other third-party costs without your approval (see No Guarantees & Disclaimers below).
• Payment Method: Payments will be made via the payment method you provide, such as ACH direct debit or credit/debit card. You authorize us to charge the monthly fees (and any one-time fees or agreed-upon expenses) to the payment method on file. ACH (bank transfer) payments are accepted with no additional fee, while payments by credit or debit card will incur a processing fee of up to 5% to cover the card processing costs. We will send electronic receipts for your records each month.
• Automatic Billing: Monthly fees will be charged in advance at the start of each billing period. For example, if the service starts on the 1st of the month, we will charge your payment method on the 1st of each month for that month’s services. (Any ad spend paid to third parties will be charged by those parties separately, as noted above.)
• Late Payments: It is important to keep your account current. If a payment is not received by the due date, it will be considered late. Late payments will accrue interest at the rate of 1.5% per month (which is approximately 18% per annum) or the maximum rate permitted by law, whichever is lower. Interest will be charged for each month (or partial month) that a payment is overdue.
• Failed or Returned Payments: If a payment is declined or an ACH transfer is returned (for example, due to insufficient funds), we will notify you and you must provide an alternate payment promptly. We reserve the right to charge a reasonable fee for any returned or rejected payments to cover bank fees or administrative costs (for instance, a returned ACH or bounced check fee of $25). Late payment interest (as described above) will continue to accrue until the payment is successfully made.
• Collections: In the unlikely event we must engage a collection agency or legal process to collect overdue payments, you will be responsible for any associated costs, including reasonable attorneys’ fees and collection agency fees, as allowed by law. We prefer to work these things out amicably, so please communicate if you are having any payment issues, and we’ll do our best to find a solution.

We truly value your business and strive to be fair and transparent with our pricing. If you have any questions about your bill or any charges, just ask and we’ll be happy to explain.

Client Responsibilities

For our partnership to be successful, we need some things from you. By entering this Agreement, you agree to the following responsibilities as the Client:

• Timely Feedback and Communication: Provide prompt feedback, decisions, and any information we request in connection with the Services. You agree to respond to our communications within 2 business days (48 hours) whenever possible. Timely responses help us keep your project on schedule. If we do not hear from you within 48 hours regarding an approval or feedback request, we may assume you are satisfied and proceed with the work or publish the content as-is in order to avoid delays. (We will always try to get your explicit approval, but we also need to keep projects moving.)
• Provide Necessary Materials and Access: Supply any content, images, logos, account credentials, or other materials that we reasonably need from you to perform the Services. This includes, for example, text or photos for your website, access to your existing website or domain registrar if we’re redesigning or migrating it, and access to analytics or social media accounts if those are part of the project. You should provide these materials in a timely manner and ensure they are accurate and complete. Delays in providing resources we need could impact our delivery timelines.
• Approvals and Decisions: Review the deliverables we produce (such as design drafts, content, or campaign plans) and provide approvals or requested changes promptly. Your quick feedback and decisions will help us produce the best results that meet your expectations. You are responsible for final approval of all deliverables – we won’t launch a website or campaign without your go-ahead, except as allowed under the 48-hour rule mentioned above or as needed for site maintenance.
• Content Rights and Permissions: Ensure that you have the necessary rights to all materials you provide to us. For example, if you give us photos, logos, or text to use on your website or in ads, you must have the legal right to use that content. By providing materials to us, you grant us permission to use them for the purposes of delivering the Services. If you want us to use specific third-party content (images, videos, fonts, etc.), it is your responsibility to obtain any required licenses or permissions unless we explicitly agree in writing to secure those licenses on your behalf.
• Compliance and Legal Responsibilities: You are responsible for complying with any laws or regulations that apply to your business and the content you ask us to publish. For example, if you operate in a regulated industry (medical, financial, etc.), you need to review and approve any content for legal compliance. While we will use best practices (and we may point out obvious issues), we are not a law firm and do not provide legal advice or regulatory compliance services.
• Payment and Account Maintenance: Ensure that your payment information is up to date and that you have sufficient funds available for our fees. If your credit card or bank information changes, please update us as soon as possible to avoid interruption of Services. Also, if your contact information (email, phone, address) changes, let us know so we can reach you with important notices (especially if something urgent comes up).

By fulfilling these responsibilities, you help us deliver the best possible service. Our work is a two-way street – when we both communicate and collaborate effectively, the results are always better!

Company Responsibilities

We commit to delivering our Services to you in a professional and ethical manner. As the service provider, the Company agrees to the following:

• Quality of Service: We will perform the Services with reasonable skill, care, and diligence, consistent with good industry practices. Our team has experience and expertise in digital marketing and web development, and we will apply that expertise to your project. We will strive to meet agreed deadlines and deliverables, and keep you informed of our progress.
• Communication and Reporting: We will keep you updated on the work we are doing for you. This includes providing performance reports (as described in Scope of Services) and alerting you to any significant developments or changes that could affect your website or marketing campaigns. If there are important changes in the industry – for example, a major Google search algorithm update or a new platform policy – we will inform you when such changes are relevant to your project.
• Seeking Approval for Expenses: We will not commit you to any additional costs from third parties without first obtaining your approval. If we identify optional opportunities (such as a paid directory listing or an advertising opportunity that involves extra fees), we will present them to you and get your permission before proceeding. You will always have the final say on whether to incur an extra expense.
• Efforts on Your Behalf: We will act in your best interest in delivering the Services. For example, if a search engine or social media platform removes or blocks your listing or ad (something outside our control), we will make reasonable efforts to remedy the situation – such as re-submitting your information or suggesting alternative solutions. We cannot guarantee success (since the decision lies with the third-party platform), but we will do our best to advocate for you.
• Confidentiality and Respect: We will treat your Confidential Information with care and respect (see the Confidentiality section below for details). We value your trust in us. Any sensitive business information you share with us will be handled responsibly.
• Professional Conduct: Our team will conduct itself professionally. We will be responsive to your inquiries (generally within one business day) and available for meetings or calls as reasonably needed. We will respect your time and business policies. If any issue arises on our end that could impact the Services (for example, a key team member becoming unavailable), we will notify you promptly and discuss how to address it.

Our goal is to build a long-term relationship with you by delivering excellent service. If you ever feel we are not meeting our commitments, please let us know, and we will work with you to make it right.

No Guarantees & Disclaimers

We want to set clear expectations about the nature of digital marketing and web services. We do not guarantee specific results from our Services, and there are factors beyond our control. By accepting this Agreement, you acknowledge and agree to the following disclaimers and limitations:

• No Guaranteed Rankings or Outcomes: Online marketing is highly competitive and ever-changing. We cannot promise or guarantee that your website will achieve a particular rank (e.g. #1 on Google), specific levels of traffic, or any definite increase in sales or business results. While we will do our best to improve your online presence, past performance is not a guarantee of future results.
• Third-Party Platforms Control Outcomes: Your online visibility (on search engines, social media, directories, etc.) depends in part on third-party platforms that we do not control. These third parties (Google, Bing, Facebook, Yelp, etc.) make their own decisions and can change their algorithms or policies at any time. They might even block, suspend, or remove listings or accounts without warning or explanation. We are not responsible for actions taken by third-party platforms or any negative impacts those actions may have on your business.
• Listings and Ads May Be Unpredictable: If your website listing, ad, or content is removed or downgraded by a third-party platform, we will make reasonable efforts to help (for example, by re-submitting your site or appealing a decision). However, we cannot guarantee that the platform will reinstate or favor your content. The final decision rests with the platform itself, and sometimes they reject or ignore appeals.
• Industry Changes Happen: We will keep you informed of major industry changes that we become aware of – for instance, significant updates to search engine optimization guidelines or advertising policies. However, some changes may occur without our knowledge or control. The digital world moves fast, and there may be times when new rules or trends affect your project unexpectedly. We cannot be held liable for any impact of broader industry changes outside our control, but we will do our best to adapt and advise you accordingly.
• Additional Fees and Services: Some marketing opportunities or services from third parties might require extra fees (for example, certain directory listings, premium plugins, or advertising programs). You are responsible for any such third-party fees if you choose to opt-in. We will never sign you up for an additional paid service without your permission. If we recommend an optional service that costs extra, the decision (and cost) is up to you. If you do agree to such costs, those fees will either be billed directly by the third party or added to your invoice, as we agree.
• Services Provided “As Is”: Except for the express promises we make in this Agreement, we do not make any other warranties or guarantees about the Services. All Services are provided on an “as is” basis. For example, we do not guarantee that the work we produce will meet any specific metric or that it will be error-free or uninterrupted. We do, however, stand by our commitment to quality and will address any issues in our control.
• Client’s Use of Deliverables: Once we provide you with a deliverable (like a website or content), how you use it is up to you. We are not responsible for any decisions you make in using, marketing, or selling products or services based on the deliverables. For instance, if we build a website and you use it to sell products, we are not liable for how those sales go or any legal issues related to your products. It’s your responsibility to use the deliverables in compliance with applicable laws and to make business decisions prudently.

In short, we do not guarantee results and there are inherent uncertainties in our line of work. We will apply our expertise to give you the best chance of success, but we want you to understand that results can vary. This section is not meant to dampen enthusiasm, only to ensure realistic expectations and clarity. If you ever have questions about why something isn’t working as hoped, please discuss it with us – we’ll be transparent about what we know and what we can do to help.

Intellectual Property and Ownership

It’s important to clarify who will own the website, content, and other deliverables we create for you.

• Our Work Product (Deliverables): All materials, content, designs, software code, graphics, reports, or other deliverables that we create for you as part of the Services remain our property until you have paid for them in full. This means we retain ownership rights to the website and other content we produce under this Agreement until all fees due to us are paid. Once you have paid all amounts owed under this Agreement (and the term of the Agreement has completed), ownership of the final deliverables will be transferred to you. At that point, the website, graphics, and any other work product we created for you will be your property.
• Content Unpublishing Rights: If you fail to pay fees when due or otherwise materially breach this Agreement, we reserve the right to unpublish or take down any websites or content we have provided, until the issue is resolved. Additionally, if the Agreement is terminated before completion or full payment (for example, if you end the Agreement early or owe outstanding fees), we may disable your website or reclaim any deliverables that have not been paid for. We do not do this lightly – it’s a last resort if the business relationship has broken down or payments are seriously delinquent.
• Usage During Service Term: During the term of this Agreement, we provide you a license to use the deliverables and content we create for your business. You can use the website and materials in your normal course of business. However, until you’ve paid for the work in full, you do not have the right to sell, transfer, or license our work to a third party. After full payment, it’s yours to use as you see fit (with the exception of any third-party licensed elements, see below).
• Pre-Existing Materials and Third-Party Assets: If our work includes any of our pre-existing materials (for example, code libraries, templates, or stock assets we license) or third-party content (like stock photos, fonts, or plugins), those components may be subject to their own intellectual property rights. We will ensure we have the right to use them in your project, and after transfer, you will have the right to use them as part of the project deliverables. However, we (or the original authors) retain ownership of those underlying elements. (In most cases this is seamless and you won’t even notice – it just means, for example, we may reuse a generic code library for multiple projects, or a stock image provider still owns an image but grants you a license.)
• Your Materials: Any content or materials you provide to us (such as your logos, trademarks, text, or images that you already own) remain your property. You are simply allowing us to use those materials for the purpose of providing the Services. We claim no ownership over your original content; we are just helping you incorporate or improve it.
• Portfolio Rights: We are proud of our work, and we reserve the right to display or mention the work we do for you in our portfolio or marketing materials, unless you specifically request in writing that we keep it confidential. For example, we might want to show a screenshot of the website we built for you as an example of our services. We will of course respect any confidential information (as described in the next section) and will not reveal sensitive details in doing so.

Once you have paid all fees and the project is complete, you will own your website and any final deliverables outright. Until then, those materials are considered Company property. This arrangement ensures that both parties fulfill their obligations – you get the benefit of our work, and we get paid for our expertise and effort.

Confidentiality

Both parties anticipate that we may share Confidential Information with each other in the course of this Agreement. “Confidential Information” means any non-public or proprietary information that a reasonable person would understand to be confidential, which may include business plans, customer lists, financial data, technical information, marketing strategies, ideas, know-how, or any other information marked or communicated as confidential. For our purposes, our methods, processes, and tools for providing Services would be our Confidential Information, and your client lists, business strategies, etc. would be your Confidential Information.

Confidential Information does NOT include information that is already public knowledge (through no wrongful act by the receiving party), was independently developed or obtained by the receiving party without use of the other’s confidential information, or becomes known to the receiving party from a third party who is not under an obligation of confidentiality.

Both you and we agree to the following obligations regarding each other’s Confidential Information:

• Use for Agreement Purposes Only: Each party will use the other party’s Confidential Information only as needed to perform its obligations or exercise its rights under this Agreement. We won’t use your confidential data for any other purpose, and likewise you won’t use our confidential information except in relation to the Services.
• Non-Disclosure to Third Parties: Neither party will disclose the other’s Confidential Information to any third party, except to its own employees, contractors, or professional advisors who need to know the information to fulfill the purposes of this Agreement. Anyone we share your information with (for example, a subcontractor assisting us) will be under a similar duty to keep it confidential. We remain responsible for any breach by people to whom we lawfully give your information. Similarly, if you need to share our Confidential Information with, say, an attorney or business partner, you must ensure they are bound to keep it confidential as well.
• Reasonable Care: Both parties will protect the confidentiality of the information received with the same degree of care that they use to protect their own sensitive information, and at least a reasonable standard of care. In simple terms, we’ll treat your secrets like our own – e.g., using password protection, limiting access, and not leaving printed documents out in public.
• Compelled Disclosure: If a party is required by law, regulation, or court order to disclose Confidential Information of the other, that party may do so, provided that (if legally allowed) they give prompt written notice to the other party and cooperate in any effort to obtain a protective order or limit the disclosure. In other words, if a court or government demands information we have from you, we’ll let you know (unless gagged by law) so you have a chance to object or seek protection.
• Return or Destruction: Upon the other party’s request, or upon termination of this Agreement, each party will return or destroy (and certify destruction of) all copies of the other’s Confidential Information in its possession or control. The only exception is that each party may keep one copy of the Confidential Information if required for legal record-keeping or compliance purposes. Any retained copy remains subject to these confidentiality obligations.
• Duration of Confidentiality: These confidentiality obligations begin upon your acceptance of this Agreement and will continue for five (5) years after the termination of the Agreement. If any Confidential Information qualifies as a trade secret under applicable law, the receiving party will protect it for as long as it remains a trade secret (even if that extends beyond 5 years).
• Remedies for Breach: Both parties acknowledge that a breach of this section could cause irreparable harm that is not fully compensable by money. Therefore, if one party breaches (or threatens to breach) this confidentiality section, the other party may seek an injunction or other equitable relief to stop the breach or prevent further unauthorized disclosure, in addition to any other rights and remedies available. In short, we can go to court to stop an unauthorized leak of confidential information without having to prove monetary damages, because some things, once made public, cannot be undone.

Maintaining confidentiality is critical for both of us. We each agree to handle each other’s sensitive information with care and integrity. This fosters trust and allows for open collaboration, which ultimately benefits the success of our project together.

Limitation of Liability

We need to set reasonable limits on our liability to each other under this Agreement. The following limitations apply to the maximum extent permitted by law:

• Cap on Liability: If for any reason the Company (or its owners, employees, etc.) is found liable to you for any claim arising out of this Agreement or the Services, our total cumulative liability is limited to no more than the equivalent of three (3) months of the service fees you have paid to us immediately prior to the event giving rise to the claim. This means if, for example, you were paying $99 per month for services, our maximum liability would be $297. (Any amounts you paid to third parties, such as advertising spend or domain purchases, are not included in calculating this cap, since those are not our fees and are outside of our control.)
• No Indirect or Consequential Damages: In no event will either party be liable to the other for indirect, incidental, special, consequential, or punitive damages. This includes, for example, loss of future profits or revenue, loss of data, business interruptions, or damage to reputation, even if the party knew such damages were possible. To put it plainly, if your website goes down for a day and you claim you lost a bunch of sales or goodwill, we are not liable for those kinds of indirect losses. We are only accountable for direct damages up to the cap described above.
• Intentional Misconduct and Personal Injury: Note that the above limitations do not limit liability for any matter that cannot be limited by law, such as a party’s fraud, willful misconduct, or personal injury caused by negligence. We aren’t attempting to restrict rights in those areas if applicable law says we can’t.
• Applicability: These limitations of liability apply regardless of the form of action, whether in contract, tort (negligence, etc.), strict liability, or any other legal theory. They also apply even if any limited remedy fails of its essential purpose. These limits will remain in effect even after the Agreement ends, and to the fullest extent allowed by law.

The purpose of this section is to set a fair and reasonable allocation of risk between us. We take our obligations seriously and will do our best to avoid any loss or damage. However, in a business relationship, it’s important that we each understand and agree to the maximum liability the other would face. If you ever feel something isn’t right or have concerns, please let us know so we can address it before it becomes a bigger issue.

Indemnification

You agree to indemnify and hold harmless the Company, its affiliates, and its and their directors, officers, employees, and agents (the “Indemnified Parties”) from and against any third-party claims, losses, or liabilities (including reasonable attorneys’ fees and costs) that the Indemnified Parties incur as a result of: (a) your breach of this Agreement; or (b) any negligent or wrongful act or omission by you, your employees, or agents.

In plain language, if a third party (someone who isn’t you or us) sues or makes a claim against the Company because of something you did – for example, if you provided content for your website that infringes someone’s copyright, or you violated a law and someone blames our work – then you are responsible for the costs and damages to us arising from that claim. This indemnity helps protect us if we get caught in the middle of a dispute between you and someone else due to your actions or information.

Dispute Resolution

We hope to resolve any differences amicably. However, if a dispute arises that we cannot settle through good faith negotiation, the following dispute resolution process will apply:

• Arbitration: Any dispute, claim, or controversy arising out of or relating to this Agreement or the Services shall be resolved by binding arbitration. The arbitration will be administered by JAMS (Judicial Arbitration and Mediation Services) in Snohomish County, Washington, and conducted by a single neutral arbitrator. The arbitration will follow JAMS’ streamlined or comprehensive arbitration rules (depending on the size and complexity of the dispute) or other procedures that the parties agree to in writing.
• Arbitration Procedure: The arbitrator will have the authority to determine the rights and liabilities of the parties, and the decision will be final and binding. The arbitrator can award any relief that a court of competent jurisdiction could award, except as limited by this Agreement (for example, the limitations of liability and types of damages agreed above). Judgment on the arbitration award may be entered in any court that has jurisdiction over the matter.
• No Class Actions: Each dispute will be resolved on an individual basis. You and the Company agree not to bring or participate in any class action or collective arbitration against the other. The arbitrator shall have no authority to consolidate claims or award relief on behalf of anyone who is not a party to the arbitration.
• Fees and Costs: Each party will generally bear its own arbitration costs and attorneys’ fees, but the arbitrator may award fees and costs to the prevailing party if allowed by law. However, if the Company is required to pursue legal action (through arbitration or court, as applicable) to collect any unpaid fees or enforce its intellectual property or other rights, you agree to reimburse the Company for its reasonable attorneys’ and collection fees for that action. In other words, if we have to take action to get money you owe us or to stop a violation of this Agreement, we can recover those legal costs from you if we win.

Exception – Small Claims or Equitable Relief: Notwithstanding the above, either party may go to small claims court for eligible claims (if applicable, usually for disputes under a certain dollar threshold), and either party may seek injunctive relief in court for urgent matters like misuse of Confidential Information or intellectual property (as noted in the Confidentiality section). Such actions will be limited to those specific purposes and not as a means to avoid arbitration for other disputes.

By agreeing to arbitration, both parties are giving up the right to a lawsuit in court (with a judge or jury) and the right to participate in a class action. Arbitration is generally faster and more cost-effective, and we believe it’s a fair way to resolve any issues that might arise.

Governing Law

This Agreement is governed by and shall be construed in accordance with the laws of the State of Washington (USA), without regard to its conflict of law principles. This means that the laws of Washington will apply to any disputes or interpretation of this Agreement, regardless of where you are located. If any dispute requires judicial intervention (for example, confirming an arbitration award or seeking injunctive relief), such proceedings shall be brought in the appropriate state or federal courts located in Washington.

We choose Washington law because that is where our company is based, and we find it provides a clear legal framework for our services. Washington’s laws will govern the validity, construction, and enforceability of this Agreement and all matters arising from it.

Other Important Terms

Finally, here are some additional important terms and conditions to round out our Agreement:

• Non-Exclusivity: This Agreement does not restrict us from working with other clients, including your competitors, so long as we respect your Confidential Information as stated above. We provide similar services to many clients, and we promise that each client’s strategy and data will be kept confidential. You agree that nothing in this Agreement limits the Company from developing or offering products or services that are similar to those provided to you, as long as we do not use your Confidential Information to do so.
• Independent Contractor Relationship: The relationship between you (the Client) and us (the Company) is that of independent contractor and client. This Agreement does not create a partnership, joint venture, or employment relationship between us. Neither party is an agent for the other, and neither can make commitments or incur obligations on behalf of the other without written consent. For example, we cannot sign contracts on your behalf or represent that we are your company, and you cannot impose employment obligations on us or claim our team as your employees. Each of us is responsible for our own taxes, insurance, and overhead as independent entities.
• Assignment: You may not transfer or assign this Agreement to anyone else without our prior written consent. This means you cannot hand off this contract to another company or individual, for instance, if you sell your business, unless we agree. (We will usually be reasonable about such requests, but we want the right to vet any new party taking over the deal.) The Company may assign this Agreement in the event of a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, or to a successor business or affiliate, provided that we give you notice of the assignment. If such an assignment by us results in a material change to the Services (for example, if the services will be provided by a different company with different capabilities), you have the right to terminate the Agreement within 60 days of receiving notice of the assignment (this will be treated similarly to a termination after the Initial Term, meaning you would not incur penalties for early termination in that case). Subject to the above, this Agreement will bind and benefit any permitted successors or assigns.
• Amendments: Any changes or amendments to this Agreement must be made in writing and agreed by both parties. This can include a physical signed document or an electronic agreement (such as a documented email agreement or click-to-accept update) that clearly states the agreed changes. No oral modifications will be effective. This is to ensure clarity – both parties should have a written record of any changes to our terms.
• Force Majeure (Uncontrollable Events): Neither party will be liable for any delay or failure to perform its obligations if that delay or failure is due to unforeseeable events beyond its reasonable control. This includes, for example, natural disasters (e.g. earthquakes, floods), acts of government or regulatory changes, war, terrorism, labor strikes, pandemics, network or utility outages, or other events widely accepted as “force majeure.” If such an event occurs, the affected party should notify the other and is excused from performing its obligations (other than payment obligations for services already rendered) during the force majeure event. The obligations will resume once the event has been resolved, with an extension of deadlines equal to the duration of the event. Both parties will make good-faith efforts to mitigate the effects of the force majeure. (Example: If a hurricane knocks out power and internet in our area for a week, our work for you may be delayed. We’ll let you know and resume as soon as possible, and we won’t be in breach due to that delay.)
• Notices: Any official notices or communications required by this Agreement (for example, a notice of breach, termination, or an address change) shall be given in writing. You agree that we may send notices to you via the email address or mailing address you have provided. We will use the contact information on file, so please keep it updated. You can send notices to us at the following address:

Convoia, Inc.
600 Broadway Suite 320
Seattle, WA 98122, USA

or by email to contact@convoia.com or another address we designate in writing.

Notices delivered by certified mail or courier will be effective upon receipt, and notices sent by regular first-class mail will be deemed delivered five (5) business days after mailing. Email notices will be deemed delivered on the day sent if the email is sent between 9am and 5pm Pacific Time on a business day (otherwise the next business day), provided no bounce or error message is received. (In plain terms: we’ll trust that mail reaches in about a week and emails reach unless they bounce. For important things, we might follow up to confirm receipt.)

• Entire Agreement: This Agreement (including any schedules, statements of work, or attachments explicitly incorporated) represents the entire agreement between us for the Services described. It supersedes and replaces any prior or contemporaneous understandings, proposals, or agreements, whether written or oral, relating to the Services. Each party acknowledges that in entering this Agreement, it is not relying on any promises, statements, or representations that are not expressly stated in this written Agreement. By accepting this Agreement, you also confirm that you have the authority to do so – if you are accepting on behalf of a company or other organization, you represent that you have the legal power to bind that entity to these terms. There are no third-party beneficiaries to this Agreement (meaning only you and we have rights under it, no one else).

If any part of this Agreement is found to be invalid or unenforceable, that part will be interpreted in a way to reflect the parties’ intent, or if that’s not possible, it will be severed from the Agreement, and the rest of the Agreement will remain in effect. The failure to enforce any provision of this Agreement by either party will not be a waiver of that party’s rights to subsequently enforce the same or any other provision.

Acceptance: By clicking “I Agree” (or equivalent) and proceeding with our online onboarding, you indicate that you have read this Service Agreement in full, understand its contents, and agree to be bound by its terms. We look forward to a productive and successful partnership! If you have any questions or concerns about these terms, please let us know before accepting, and we will be happy to discuss them with you.

Thank you for choosing Convoia, Inc. as your digital marketing and web services provider. Let’s achieve great results together!