Legal
Client Services Agreement.
Standard service agreement for SWATS AI, LLC Smart Website and Account Manager services. Pricing is intentionally handled by the signed Order Form, proposal, invoice, or statement of work.
Standard form. Variable pricing omitted.
1. Order Summary
- Service
- Smart Website build/setup, hosting, maintenance, and Account Manager ("AM") support
- Covered project/site
- [Client website / domain.com]
- Primary channel
- Email, through the approved client email contact
- Fees and billing
- As stated in the signed Order Form, proposal, invoice, or statement of work
- Billing start
- [Month Day, Year]
- Initial term
- Month-to-month unless an annual/prepaid term is selected
- Governing law
- Texas
If a separate signed proposal, estimate, invoice, or statement of work conflicts with this Order Summary, the more specific signed document controls for pricing and scope.
2. Service Description
SWATS provides digital services that may include website strategy, website design/build, hosting, routine maintenance, content updates, consulting, and/or an attached Account Manager agent, as described in the signed Order Form, proposal, invoice, or statement of work.
2.1 Covered Services
Provider will perform the services described in the signed Order Form, proposal, invoice, or statement of work. Covered services may include website build/setup, hosting, maintenance, content support, Account Manager support, consulting, or related digital services.
Only services expressly included in the signed scope are included. Anything not listed is excluded unless agreed in writing.
2.2 Hosting and Website Maintenance
If hosting or maintenance is included, Provider will perform routine maintenance for the covered website, including reasonable updates needed to keep the site functioning, secure, and current within the selected service level.
Provider shall maintain routine backups of the hosted website environment at least daily, with a minimum retention period of thirty (30) days.
Provider shall use commercially reasonable efforts to restore website functionality promptly following a service disruption or data loss event.
2.3 Account Manager Agent
If Account Manager ("AM") support is included, the AM is the Client's website-support contact for approved website/content requests. The AM communicates through the approved client channel, captures requests, stages changes for review, coordinates implementation internally, and returns preview/live links when appropriate.
The AM is part of the SWATS team. Client-facing communication may be automated or AI-assisted, but requests are handled under Provider's service process, approval rules, and human escalation paths.
3. Included Baseline Scope
If the signed scope includes baseline Smart Website + AM service, it includes:
- Website hosting for the covered website.
- Routine site maintenance and operational support.
- Email-based AM support through one approved client email contact.
- Staging/review links for material public-facing changes.
- Basic content updates, including text, image, link, gallery, and embedded-content changes.
- Regular content maintenance within the existing website structure.
- One new structured content page, blog post, news item, or similar content item per month when it fits the existing site structure.
- SEO hygiene on approved updates, including titles, descriptions, headings, link text, and content structure where appropriate.
- Basic Google Analytics / traffic awareness and a short weekly performance note when analytics access is active.
- Light creative/content support, including drafting website copy, announcements, FAQs, promotional wording, and owner-published social/email copy within reason.
Provider may batch small requests into a single update round to preserve quality and avoid unnecessary deployment churn.
4. Out-of-Scope Work
The following are not included in the baseline monthly service unless separately agreed in writing:
- New website builds, major redesigns, rebrands, or structural rebuilds.
- Custom application development, databases, portals, accounts, authentication, dashboards, or backend systems.
- Ecommerce, payment processing, booking systems, CRM integrations, APIs, or third-party platform administration.
- Domain purchase, domain recovery, registrar account management, or DNS transfer work beyond ordinary launch/support coordination.
- Advertising management, social-media management, comment/reply handling, public posting, campaign buying, or influencer outreach.
- Legal, medical, financial, regulatory, compliance, tax, insurance, or professional advice.
- Bulk content production, high-volume campaign creative, or large content migrations.
- Emergency remediation caused by Client-controlled account lapses, nonpayment to third parties, lost access, expired domains, or third-party platform failures.
- Any request involving passwords, API keys, recovery codes, payment credentials, private account access, or security-sensitive materials through chat.
Out-of-scope work may be declined, deferred, escalated to a human team member, or quoted separately.
6. Preview, Approval, and Publishing Workflow
6.1 Staging Before Public Changes
For material website updates or public-facing content changes, Provider will make reasonable efforts to stage the update and send Client a preview/review link before live publication.
6.2 Valid Approval
A public change may be published when Client approves it through an approved communication channel. Valid approval includes Client replying Approved, or Provider asking, "Is this approved and ready to publish?" and Client replying yes or other clear affirmative approval.
Casual comments such as "looks good," "cool," "nice," or "go ahead" may be treated as unclear unless Provider determines the approval intent is unambiguous.
6.3 Preview Practice vs. Launch Approval
During website preview/review, Client may approve a revision as the current working version. This does not automatically authorize launch to the public live website unless the approval expressly covers launch/publication. For launch, Provider may request specific language such as Approved for launch.
6.4 Client Responsibility for Approved Content
Client approval of website copy, claims, images, videos, music, logos, testimonials, service descriptions, pricing, credentials, client/customer references, or other materials authorizes Provider to publish or implement those approved items.
Client remains responsible for the accuracy, ownership, permissions, legality, and authorization of all materials and claims Client provides or approves.
7. Client Content, Claims, and Materials
Client is solely responsible for the accuracy, ownership, legality, licensing, permissions, and authorization of all content, claims, materials, and assets Client provides or approves for publication, including but not limited to text, images, logos, videos, audio, music, testimonials, reviews, client/customer names, case studies, credentials, certifications, pricing, service descriptions, and third-party materials.
Client represents and warrants that any materials or claims provided to Provider or approved for publication are accurate, lawful, non-infringing, and authorized for Client's intended use.
Provider may refuse, pause, remove, or request clarification for any content that appears infringing, deceptive, harmful, unlawful, misleading, unsafe, or legally/reputationally risky.
Unless specifically agreed in writing, Provider is not responsible for independently verifying Client's business claims, ownership of assets, licenses, certifications, testimonials, client/customer relationships, legal compliance, or industry-specific regulatory claims.
8. Third-Party Services and Client-Owned Accounts
Provider hosts and maintains the covered website. Client remains responsible for Client-owned accounts and obligations, including domain registration, domain renewal, email/newsletter platforms, booking tools, CRM systems, payment processors, Google Business Profile, social media accounts, analytics/search accounts, customer lists, music/audio platforms, and third-party SaaS services.
Provider may provide limited website-related implementation support, links, embeds, or configuration guidance when agreed, but Provider does not become the owner, operator, custodian, or manager of Client's third-party business infrastructure unless separately agreed in writing.
Repeated preventable emergencies, nonpayment, lapsed domain or third-party services, lost or withheld access, unmanaged Client-owned accounts, or other Client-side failures that materially disrupt service may require additional fees, revised scope, suspension, or termination.
9. Fees, Billing, and Taxes
9.1 Monthly Fee
Client will pay the monthly service fee listed in the Order Summary or signed Order Form.
9.2 Setup / Build Fees
Website build, migration, redesign, launch, or setup fees are separate unless the signed Order Form says they are included.
9.3 Taxes
Applicable sales tax or other required taxes may be added to invoices unless Client provides valid exemption documentation.
9.4 Payment Method
Client agrees to maintain a valid payment method or pay invoices by the due date listed on each invoice.
9.5 Out-of-Scope Fees
Provider will quote out-of-scope work before beginning it, except where emergency action is reasonably necessary to protect the website, Provider infrastructure, or Client's public web presence.
10. Nonpayment and Service Suspension
Provider does not handle billing disputes through the AM. Billing questions, payment links, and payment arrangements are handled by human billing/email.
If payment is more than 7 days late, Provider may freeze live publication of new changes. Provider may still prepare/stage work for preview, but live publication may be withheld until the account is current.
If payment is more than forty-five (45) days late and remains unpaid following written notice and a ten (10) business day opportunity to cure, Provider may suspend services.
Provider shall not suspend services during a good-faith billing dispute while the Parties are actively working toward resolution. Suspension does not waive amounts owed.
11. Term, Renewal, and Cancellation
11.1 Term
Unless otherwise stated in the signed Order Form, this Agreement is month-to-month and renews automatically each month.
11.2 Cancellation by Client
Client may cancel with 30 days' written notice.
11.3 Cancellation by Provider
Provider may cancel with 30 days' written notice, or immediately for nonpayment, abuse, unlawful activity, unsafe requests, security risk, repeated scope violations, or material breach.
11.4 Effect of Cancellation
Upon cancellation, Provider will stop active AM service and scheduled maintenance at the end of the paid term or notice period, unless earlier termination is permitted under this Agreement.
Provider may provide a reasonable website export or transfer path on request. Transfer support, repository transfer, DNS migration, third-party account setup, or custom export work may require a separate fee unless included in the signed Order Form.
Upon termination, Provider shall provide reasonable transition assistance, including transfer of website files, databases, and administrative access credentials, subject to payment of any undisputed outstanding fees.
12. Ownership and Intellectual Property
12.1 Client Materials
Client retains ownership of Client's brand, logo, trademarks, content, approved assets, and Client-provided materials.
12.2 Website Deliverable
Upon full payment of applicable fees, Client shall own all final website deliverables, including Client-specific visual designs, written content, graphics, and custom code developed specifically for Client under this Agreement, excluding Provider's pre-existing materials, reusable frameworks, internal systems, and third-party materials.
12.3 Provider Tools and Reusable Systems
Provider retains ownership of internal tools, agent workflows, prompts, orchestration systems, deployment processes, reusable code, templates, libraries, methods, know-how, and operational infrastructure.
12.4 Third-Party Materials
Third-party software, fonts, libraries, platforms, plugins, stock assets, and services remain subject to their own licenses and terms.
Provider represents that it will use commercially licensed or properly authorized third-party software, plugins, themes, libraries, and assets in connection with the services.
12.5 Transition Cooperation and Client-Owned Accounts
During the term of this Agreement and upon termination, Provider shall provide Client with reasonable cooperation to transition the website and related assets to Client or a replacement vendor.
Client shall retain administrative ownership and control of all domain registrations, DNS services, analytics accounts, and other third-party accounts associated with the website.
13. Confidentiality, Privacy, and Data
Each Party will treat the other Party's non-public information as confidential and will use reasonable care to protect it.
Provider will use Client information, website content, analytics data, drafts, and business materials only as reasonably necessary to provide the service, maintain internal records, comply with law, or protect Provider's rights and systems.
Provider will not intentionally sell Client's private business data.
Provider will maintain commercially reasonable security practices for the infrastructure, credentials, and agent environments used to operate the service.
Provider shall not use Client data, content, prompts, analytics, communications, or other materials for AI model training, tuning, or generalized product development purposes unrelated to providing services to Client.
Provider shall maintain commercially reasonable administrative, technical, and organizational safeguards to protect Client information against unauthorized access, disclosure, alteration, or destruction.
Provider shall notify Client without undue delay, and no later than seventy-two (72) hours after becoming aware of any unauthorized access to Client confidential information or website systems.
Client shall not provide protected health information ("PHI") through the service unless separately agreed in writing by the Parties.
The confidentiality obligations under this Agreement shall survive termination for a period of five (5) years.
14. Availability, Emergencies, and Disclaimers
Provider will use commercially reasonable efforts to keep the website available and operating.
The baseline service does not include a guaranteed uptime SLA unless a separate uptime/SLA addendum is signed.
Provider will use commercially reasonable efforts to respond to critical website outage issues within one (1) business day.
Provider will use commercially reasonable efforts to maintain website availability consistent with standard commercial hosting practices.
Provider is not responsible for outages or failures caused by third-party platforms, internet providers, domain registrars, DNS providers, payment processors, client-owned accounts, force majeure events, or Client-side failures.
Provider may take emergency action to protect the website, Provider infrastructure, users, or Client's public web presence, including temporarily disabling risky functionality, rolling back a release, removing harmful content, or pausing publication.
15. Limitation of Liability
To the maximum extent allowed by law, neither Party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost revenue, loss of goodwill, lost data, or business interruption.
Provider's total aggregate liability under this Agreement will not exceed the amounts Client paid to Provider under this Agreement during the 12 months before the claim arose.
These limitations do not apply to payment obligations, intentional misconduct, or any liability that cannot legally be limited.
The foregoing limitations shall not apply to: (i) breaches of confidentiality obligations; (ii) violations of applicable law; (iii) gross negligence or willful misconduct; or (iv) indemnification obligations.
16. Indemnification
Client will defend, indemnify, and hold harmless Provider from claims, damages, liabilities, costs, and expenses arising from Client-provided or Client-approved content, claims, materials, assets, instructions, unlawful activity, third-party rights violations, or Client-owned accounts/services.
Provider will defend, indemnify, and hold harmless Client from claims that Provider-created website deliverables, excluding Client materials and third-party materials, knowingly infringe a third party's intellectual property rights, subject to the liability limits in this Agreement.
17. AI-Assisted Services Disclosure
Client understands that Provider may use AI-assisted tools and Account Manager agents to help receive requests, draft content, analyze website context, prepare updates, generate internal task records, and coordinate website support.
Provider remains responsible for operating the service under this Agreement, but Client remains responsible for reviewing and approving public-facing content, facts, claims, and materials before publication.
Client must not send confidential credentials, regulated sensitive data, protected health information, payment card data, or legally privileged materials to the AM unless Provider has separately agreed in writing to handle that category of data.
Provider is not authorized to receive, store, process, or transmit protected health information, patient records, payment card data, or other regulated data unless the Parties execute a separate written agreement expressly permitting such activities.
18. General Terms
18.1 Independent Contractor
Provider is an independent contractor and not an employee, partner, joint venturer, fiduciary, or legal agent of Client.
18.2 Assignment
Neither Party may assign this Agreement without the other Party's written consent, except Provider may assign it in connection with a merger, acquisition, reorganization, or sale of substantially all relevant assets.
18.3 Governing Law
This Agreement is governed by the laws of the State of Texas, without regard to conflict-of-law rules.
18.4 Notices
Formal notices must be sent by email and/or other written method designated by the Parties in the signed Order Form.
18.5 Entire Agreement
This Agreement, together with any signed Order Form, proposal, invoice, addendum, or statement of work incorporated by reference, is the entire agreement between the Parties regarding the covered service.
18.6 Changes
Any material change to this Agreement must be in writing and accepted by both Parties.
18.7 Severability
If any provision is found unenforceable, the rest of the Agreement remains in effect.
18.8 Force Majeure
Neither Party is liable for delay or failure caused by events beyond reasonable control, including natural disasters, war, civil unrest, labor disruptions, internet/platform outages, cyberattacks, government action, or utility failures.
18.9 Insurance
Provider shall maintain commercially reasonable general liability and cyber liability insurance coverage during the term of this Agreement.
Appendix A. Optional Launch / AM Onboarding Checklist
Before live maintenance begins, Provider should confirm:
- Current preview/live URL identified.
- Approved client email contact recorded.
- AM can receive and reply to Client through approved email channel.
- Website launch approval recorded, if applicable.
- Google Analytics installed or pending with reason.
- Domain/DNS ownership and responsibility clarified.
- Third-party embeds/accounts identified.
- Known placeholders/open items resolved or documented.
- Rollback/version reference recorded.
Appendix B. Example AM Approval Language
Preview working-version approval
Here's the updated preview link: [URL]
Please review it. If this revision is approved as the current working version, reply Approved.
If not, send the changes you want included in the next round.
Launch approval
This version is ready for launch. Please review carefully. If approved to publish to the live website, reply Approved for launch.
Live update approval
We staged the update here: [URL]
If approved to publish to the live website, reply Approved.
Questions? Email hello@swats.ai.