Service agreement

Between

Adrian Uesugui, doing business as Dropped Pin (“Provider”)

And

[CLIENT LEGAL NAME] (“Client”)

Date

[DATE]

1. What I'm doing

Provider will perform the following work for Client:

[The numbered scope list for your project]

For a complete website, the agreed page map includes up to five service pages and up to five useful general pages, including Home. Necessary utility and legal pages do not consume either allowance. The package includes complete page copy, business colors and typography, a useful gallery and comparison slider where suitable, a review button, thank-you page, QR material and ask copy, photography guidance and standard image preparation, responsive navigation, accessible controls, ordinary motion, search metadata and structured data, Google listing alignment, citation building and the agreed contact paths.

A standard estimate range calculator is included where Client-approved prices and assumptions support a useful estimate. Otherwise, the site provides a clear estimate-request path. Client approves the page map, facts, assets, calculator inputs and contact destinations before implementation. One consolidated revision round is included. Correcting delivery defects does not consume that round.

Business Care, automations, new software integrations, on-site photography and separately commissioned production are outside the website package unless separately agreed in writing.

Anything not on this list or the applicable website inclusions is not included. Additional work can be added by written agreement (email is fine) at a quoted flat fee.

2. What it costs and when it's due

The complete website base price is $1,000, including for the first clients. Additional service pages beyond five cost $150 each, up to fifteen service pages and a $2,500 standard website total. A larger project needs a separate scope. Any eligible standalone Listing Rescue credit is shown separately against the base website price.

Total: $[AMOUNT], invoiced [on completion / 50% up front, 50% on completion]. Payment due within 14 days of invoice. Invoices are sent through Stripe and can be paid by card or ACH bank payment, using the options shown on the invoice.

All prices in this agreement and its addendum exclude applicable Texas sales tax, which is shown separately on the invoice.

Where Provider has agreed to waive part or all of the fee, this section states both the full amount and the amount waived.

Late payments accrue 1.5% per month. Provider may pause work on any account more than 30 days past due.

2a. Refunds

One-time work is refundable in full any time before work begins.

Once work has started, Client pays for the work completed and the balance is refunded. Provider will identify which items on the Section 1 scope list were completed. This is the same rule as Section 11, stated here so it is findable.

Business Care cancellation follows Addendum A3. Service ends 30 calendar days after written notice. The final period is prorated through that end date, and any amount already paid for service after that date is refunded. There is no cancellation fee.

Refunds are returned to the original payment method.

3. What I need from you

Client agrees to provide, within a reasonable time:

• Access to the Google Business Profile, website, and any other accounts needed
• Accurate business information (name, address, hours, phone, services)
• Responses to questions within 5 business days
• The ability to add DNS records to Client's domain, either by giving Provider access or by adding records Provider supplies
• Where the services include contacting Client's customers, the list of those customers and their contact details

Delays caused by Client do not extend Provider's obligations or reduce the fee.

Email review requests are sent from Client's own domain and cannot be sent without those DNS records. If Client cannot add them, or cannot establish who controls the domain's DNS, Provider will supply every other part of the service and the fee does not change.

4. Timeline

Provider will complete the work within [X] business days of receiving all access and information listed in Section 3. That clock starts when the last item arrives, not when the agreement is signed.

5. No guarantee of results

Provider does not control Google, Apple, Bing, or any other platform. Provider will perform the work described in Section 1 in a good and workmanlike manner, consistent with platform guidelines published at the time of the work.

Provider does not guarantee any specific search ranking, position, traffic volume, call volume, revenue, or business outcome. Platform algorithms change without notice and are outside Provider's control. Any figures, timelines, or examples discussed are illustrative and are not a promise of results.

Client acknowledges that Provider has made no guarantee of results and is not relying on any such guarantee in entering this agreement.

Where Provider reports on reviews, the measure is the change in Client's public Google review count between a baseline recorded at the start of service and the date of each report. Client and Provider both acknowledge that reviews arrive from several sources, including Client's own in-person requests, and that an individual review cannot be attributed to any single channel.

6. Limit of liability

TO THE EXTENT THE LAW ALLOWS, PROVIDER'S TOTAL LIABILITY TO CLIENT FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT, UNDER ANY LEGAL THEORY AND INCLUDING A CLAIM BASED ON PROVIDER'S OWN NEGLIGENCE, WILL NOT EXCEED THE GREATER OF (A) THE FEES CLIENT PAID PROVIDER UNDER THIS AGREEMENT IN THE 12 MONTHS BEFORE THE CLAIM AROSE, OR (B) $1,000.

PROVIDER IS NOT LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST BUSINESS OR LOST DATA, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF THEY RESULT FROM PROVIDER'S OWN NEGLIGENCE.

THESE LIMITS DO NOT APPLY TO LIABILITY FOR FRAUD, GROSS NEGLIGENCE OR WILFUL MISCONDUCT.

Nothing in this section limits a right that the law does not allow to be waived.

7. Accounts and access

Any account Provider creates on Client's behalf belongs to Client. Provider will transfer ownership and remove Provider's own access on request or at the end of the engagement, whichever comes first.

Provider will not transfer, sell, or share Client credentials with any third party. Provider is not responsible for actions taken on Client accounts by Client or by anyone else Client has granted access to.

7a. Domain name

Client registers and owns the domain name, in Client's own name, on Client's own payment method. Provider will tell Client exactly what to register and will configure it, but Provider does not hold the registration.

Where Client asks Provider to register a domain on Client's behalf, Provider will register it in Client's name where the registrar allows, and will move it into an account Client controls at Client's request or at the end of the engagement, whichever comes first. Provider will not charge for that move.

Renewal fees are always Client's. A domain registration cannot carry a payment relationship from one party to another: whoever holds the account pays the renewal. Where Provider has paid a renewal on Client's behalf, that amount is invoiced at cost with no markup.

8. Ownership of work

On full payment, Client owns the content, copy, images, and configurations Provider produced specifically for Client.

Provider retains ownership of its own tools, scripts, checklists, templates, and processes, and may reuse them for other clients. Nothing in this section transfers ownership of anything Provider built before or independently of this engagement.

8a. Materials you give me

Client confirms that it owns, or has permission to use, everything it provides for use in the work: logos, photographs, illustrations, copy, trademarks, videos, and anything else. Client also confirms that using those materials as described in Section 1 will not infringe anyone else's rights.

If Client provides material and a third party later claims it infringes their rights, Client is responsible for that claim and for any costs, damages, or legal fees Provider incurs because of it.

Provider may decline to use, or may remove, any material Provider reasonably believes is not properly licensed.

Material taken from Client's Google Business Profile. Before the first call, Provider may assemble a preview page from photographs, review text and business details published on Client's Google Business Profile. A Google Business Profile carries photographs uploaded by the business and photographs uploaded by its customers, and Google does not distinguish between them. Client reviews that material and tells Provider which items to keep, which to remove, and what to replace them with. Provider will not publish that material to a domain Client controls until Client has approved it. Once Client approves an item, it is treated as material Client provided, under this section.

Provider confirms that anything Provider creates for Client is either original to Provider or properly licensed for Client's use. This confirmation does not extend to material described in the paragraph above, which Client approves.

9. Portfolio rights

Provider may describe this engagement and display before-and-after screenshots, metrics, and the Client's business name in a portfolio, case study, or website, unless Client says otherwise in writing.

10. Confidentiality

Each party will keep the other's non-public business information confidential and use it only to perform this agreement.

11. Ending the agreement

Either party may end this agreement in writing at any time. Client pays for work completed through the termination date. Provider will hand over completed work and transfer any account access.

Handover happens within five business days of the end date, and covers logins, the site files, and the domain where Provider holds it (subject to the registrar timing in Section 7a). Nothing is withheld pending final payment, and there is no fee for handover.

12. Independent contractor

Provider is an independent contractor, not an employee, partner, or agent of Client. Provider controls the manner and means of the work, supplies their own tools, and is responsible for their own taxes and insurance.

13. Governing law

This agreement is governed by the laws of the State of Texas. Any dispute will be resolved in the state or federal courts located in Harris County, Texas.

14. Whole agreement

This document is the entire agreement between the parties and replaces any prior discussions. Changes must be in writing and agreed by both parties. Email counts as writing.

Addendum: Business Care

Sections 5 through 14 above carry over unchanged.

A1. What's included each month

• Missed calls to the business line answered by an automated text back
• The review system kept running, so customers are asked for a review after their job. Where an email review sender is live for Client, past customers are contacted by email as well.
• The site hosted and kept online
• Content, hours and service updates when the business changes. Changes to text, hours and prices already on the site go live within one business day of your request, at no extra cost
• Business hours, holiday hours and photos kept current on the Google listing
• Google Business Profile posts published on a monthly cadence
• Responses drafted for new reviews, for Client approval
• Monitoring the listing for edits not made by Provider or reported by Client

The automated text back is a single reply to each missed call. It identifies Client, invites the caller to reply or says when Client will call back, and contains no offer, price, discount or promotion. Client approves the wording before launch, and any change to it requires Client's written approval.

Review requests go to every eligible customer. They are not filtered by the rating a customer is expected to give, and nothing is offered in exchange for a review.

A1a. Email sent from your domain

Email review requests are sent from Client's own domain, using DNS records added for that purpose. The sending reputation these messages earn or damage therefore belongs to Client's domain, which is the same domain Client uses for ordinary business email.

To protect it, Provider limits how far back into Client's past customers the requests reach, sends in small batches rather than all at once, permanently stops sending to any address that permanently fails delivery (a hard bounce), unsubscribes, or reports a message as spam, and halts sending entirely if the rate of spam complaints rises. Provider will not send to a purchased or rented list, and will not send to anyone Client cannot identify as a past customer.

A2. What's not included

New website pages, redesigns, paid advertising, and content beyond the above are quoted separately. Outbound campaigns to Client's own customer list are quoted separately. The one business day turnaround in A1 applies to changes to content already on the site. It does not apply to the work in this section, which carries its own timeline in its own quote.

A3. Cost and term

$400 per month. The first monthly charge is due when the agreed Business Care services are ready for Client to use. Provider confirms that start date in writing before billing begins. Signing the agreement or launching the website alone does not start Business Care billing.

Each payment covers the month ahead. Renewals are due on the same calendar day each month, or the last day of a month without that date. These monthly payment dates govern Business Care in place of the one-time invoice terms in Section 2.

Business Care is month to month. Either party may cancel with 30 calendar days written notice. Client may send notice to auesugui@droppedpin.co. Provider sends notice to Client's billing contact. Notice takes effect on receipt and does not require a call or approval. Care ends 30 calendar days later at the same local time in the service timezone stated in the signed scope, unless both parties agree to an earlier end in writing.

The final period is prorated at the $400 monthly rate through that end date. No charge covers service after the end date. Any amount already collected for service after that date is refunded to the original payment method. Provider confirms the end date and itemized final settlement before processing a final charge or refund. Provider's settlement review does not delay cancellation. There is no cancellation or additional handover fee.

Setup and the advance. There is no separate setup fee. A $400 advance is collected when this addendum is signed. When setup is complete and Care begins, the advance is the first full Care month, with the next $400 due one month later. No recurring subscription runs during setup. Where Provider has agreed to waive any amount, the scope states both the full amount and the amount waived.

Setup tasks and their settlement values, used only if setup is cancelled:

• Business line: sending subaccount, brand and campaign registration, phone number and call-forwarding test. $100
• Email review sender: domain authentication and a confirmed test send. $50
• Accounts and paths: listing access, inquiry and review delivery checks. $50
• Client hub: account, agreed scope, setup record and written start confirmation. $50

If Client cancels before Care begins. Client may cancel setup in writing, effective when Provider receives the notice. Provider stops new work on receipt. The settlement values of the setup tasks recorded as completed, plus previously approved, nonrecoverable third-party costs within the signed scope, are deducted from the advance and the rest is refunded within ten business days to the original payment method. There is no charge for tasks not completed, lost future monthly revenue or work not performed. No task, hour or vendor cost is billed twice.

If Provider cancels or cannot deliver. If Provider ends setup, or cannot deliver the agreed service, monthly billing does not start and the full advance is refunded within ten business days. Completed work that can be transferred, including accounts, records and domain settings, is handed over at no charge. The parties may instead agree to a revised scope in writing.

Client delays. Client-caused delays postpone the delivery schedule and do not start monthly billing. After ten business days without required input, Provider may pause work and send a written list of what is missing. After thirty calendar days without the input, Provider may end setup in writing, and that ending settles as a Client cancellation above. Resuming later needs an agreed schedule and quote for any additional work. No automatic restart fee or automatic loss of the advance applies.

Handover after setup cancellation. Section 11's five-business-day handover begins at the effective setup-cancellation date. Client accounts, domains and completed work are not withheld to collect a balance. Outstanding payment remains a separate invoice.

A4. If you cancel

Provider transfers all account ownership and removes its own access within 5 business days after the Care end date. Client keeps the website, the domain, and every listing and account registered in Client's name. Section 8 governs ownership of the work itself.

A5. Client Data

Client Data means the data Provider collects, generates or stores on Client's behalf to deliver Business Care: the phone numbers and email addresses of Client's customers, consent and opt-out records, message content and delivery status, and call records. Client's customers are not parties to this agreement.

Client owns Client Data. Provider uses it only to deliver the services in this addendum and to comply with the law. Provider will not sell or rent it, use it to market Provider's own services, use it to build products for other clients, or use it to train machine learning models.

Provider may use aggregated statistics from operating the services if they do not identify Client, any of Client's customers or any other individual.

Website inquiries sent to Client through the services are delivered to Client as they arrive. Provider keeps its own record of each inquiry to operate and secure the services, uses it for no other purpose, and gives Client a copy on request.

Provider shares Client Data only:

• with the service providers that deliver the services, each limited to using it to provide its own service: Twilio for calls and text messages, Postmark for email, Supabase for storage, Google Workspace for Provider's email, and Vercel for hosting the client hub;
• where the law requires it, after notifying Client unless the law forbids that notice; and
• to Provider's lawyers, accountants and insurers, under a duty of confidentiality, where needed to investigate a security incident or handle a claim.

Provider will tell Client before adding or replacing one of these service providers.

A6. Consent and opt-out records

Provider records the source, method and date of each consent, and the channel, wording and date of each opt-out. These records are Client Data and are Client's evidence of compliance.

Messaging law holds the sender of a message responsible, so these records are also Provider's own compliance records. Provider keeps every consent and opt-out record permanently, together with the phone number or email address it applies to, and continues to honor opt-outs after Business Care ends. Provider will not delete these records, including at Client's request.

A7. Export, retention and deletion

During Business Care, and for 30 days after it ends for any reason, Provider will give Client a complete export of Client Data in a machine-readable format on written request, at no charge, up to once a month. Provider will not withhold or delay an export because of an unpaid or disputed amount.

During Business Care, Provider keeps message content and call records for four years, then deletes them on an automated schedule. After the 30-day export period, Provider deletes Client Data from its own systems, except the records and identifiers kept under A6, and confirms the deletion in writing on request.

Copies held by the service providers in A5 under their own retention schedules, and any automatic database backups, expire on those providers' own schedules. Provider may keep data longer where the law requires it or where a legal claim is threatened or pending, and will tell Client if it does.

A8. Security and breach notice

Provider maintains reasonable administrative and technical safeguards for Client Data, including limiting access to the people who need it to deliver the services.

If Provider learns of a breach of security that exposes Client Data, Provider will notify Client immediately, and in any event within the period Texas Business and Commerce Code Section 521.053 requires, and will give Client the information Client needs to meet its own notice duties. Client decides whether its customers or a regulator must be told, and gives that notice. Provider will help, and will not contact Client's customers directly unless Client asks or the law requires it.

A9. Messaging responsibility

Each party carries the messaging risk it creates.

Client confirms that the customer information and consent records it supplies are accurate, and that every customer it asks Provider to message has given the consent the law requires. Provider will not send a message it believes the law does not allow, even at Client's direction.

If a claim is brought against Provider because customer information or consent records Client supplied were inaccurate, Client will defend Provider and pay the resulting damages, settlements and reasonable legal fees, except to the extent the claim results from Provider's own failure, including a failure to honor a recorded opt-out. Provider will tell Client promptly about any such claim and will cooperate in its defense. Client will not settle it in a way that admits fault on Provider's behalf without Provider's written consent.

Provider is responsible for its own system, including honoring recorded opt-outs and sending only within recorded consent. Provider's liability for a failure of its own system is subject to Section 6.

Section 6's exclusion of lost data does not apply to Provider's obligations under A6 and A7. A claim under those obligations remains subject to Section 6's overall cap. Section 6 does not limit what Client owes under this section.

A10. Phone numbers when Business Care ends

This section governs the sending number and messaging registration in place of Sections 7 and 11 and A4. Every other account follows those sections.

Client's published business number stays with Client's own carrier and is never held by Provider. It reaches Provider's system only through call forwarding Client sets up. When Business Care ends, Client must cancel that call forwarding with its own carrier. Provider cannot do this for Client, and will remind Client in writing.

The number that sends text messages for Client is held by Provider and is never published. The messaging registration behind it is made under Client's business name and remains Client's. When Business Care ends, Provider stops sending on Client's behalf immediately and cancels any queued message.

Provider keeps the sending number in service for 90 days at its own cost, so that it is not reassigned to someone else while Client's customers may still reply to it. Provider then releases the number and deregisters the messaging registration, and Client authorizes Provider to do so. Provider transfers the number instead only if Client asks in writing within 30 days of the end date, Client already holds an account able to receive it, and the carriers allow the transfer. Third-party transfer charges are passed through at cost.

A11. Data the services must not carry

The services are not built for regulated data. Client will not use them to send or collect health information protected by HIPAA, payment card numbers or government identification numbers. Provider is not Client's HIPAA business associate. If Client is or becomes a HIPAA-covered entity, Client must tell Provider before using the services, and Provider may end Business Care rather than carry that data.

A12. Survival

A5 through A11 survive the end of Business Care for as long as Provider holds any Client Data or any of its obligations under them remain. A6 and A9 survive indefinitely.