Read it. Sign it. Underway.

1. SERVICES NWC will design, build, host, and maintain Client's website, may manage Client's Google Business Profile and local listings as a manager while Client remains the owner, and/or provide AI agent services, per the plan(s) selected above. AI agent services are scoped in a separate one-page addendum signed by both parties.

2. FEES & BILLING The build fee plus the first month are due at signing, paid by card via Stripe; the monthly plan then renews automatically each month. The one-time build covers the website as described for the selected plan on NWC's pricing page; anything beyond that scope is billed as additional work as described below. The build fee is nonrefundable once work begins. The Anchor includes up to two (2) hours of content edits per month; The Current includes up to five (5) hours at priority turnaround. Additional work is billed in two-hour blocks at $100 each, with Client's prior approval. Each plan includes domain management (The Anchor up to three domains, The Current up to ten); additional domains are $40 per year each. No refunds for partial months. If a payment fails, NWC may pause the services after reasonable notice and resume once the account is current; Client's domain and content remain Client's throughout.

3. TERM & CANCELLATION This Agreement runs month to month. Either party may cancel with written notice (email suffices). Hosting and services continue for thirty (30) days after the final paid period. Within that period NWC will give Client a complete copy of Client's site as static files, at no cost, so Client can host it anywhere. Client keeps its domain, its content, and its site.

4. OWNERSHIP Client owns its trademarks and all content and materials it provides. On payment of the build fee, Client also owns the built website delivered under this Agreement: the pages, markup, styles, and images that make up Client's site. NWC retains its generator, design system, component library, and internal tooling, which are not delivered to Client. NWC may register and hold Client's domains on Client's behalf for ease of management, and Client may take ownership of and transfer them away at any time, at no cost. Client grants NWC a license to use Client's content solely to perform the services.

5. CREDENTIALS & ACCESS Client may grant NWC access to its accounts and platforms (domains, hosting, Google Business Profile, analytics, social, and similar) so NWC can perform the services. NWC will handle Client's credentials and access with reasonable care and use them only to perform the services. Client is responsible for the security of its own accounts and for keeping them and any payment methods active and valid. The services also rely on third-party platforms for hosting, payments, search, email, and AI, whose availability and terms are outside NWC's control. NWC is not responsible for losses, breaches, outages, or interruptions arising from third-party platforms, from Client's own accounts or security practices, or from credentials compromised outside NWC's reasonable control.

6. MARKETING RIGHTS Client grants NWC the ongoing right to identify Client by name and logo; to display, link to, and reproduce the work NWC creates (including screenshots and live links); and to describe the work and non-confidential results in NWC's portfolio, website, case studies, proposals, and marketing materials, in any medium. This applies to all deliverables and services NWC provides under this Agreement, including AI agent services. NWC will not disclose Client's confidential information, customer data, or non-public financials in any such use; the Confidentiality section governs disclosure generally. Client may withdraw this permission for materials created in the future with thirty (30) days' written notice; materials already published may remain.

7. CONFIDENTIALITY Each party will keep the other's confidential information confidential and use it only to perform or receive the services. Client's confidential information includes its non-public business and customer information; NWC's includes its tooling, methods, templates, and pricing. This does not cover information that becomes public through no fault of the receiving party, or that a party is required to disclose by law.

8. SEARCH & PERFORMANCE DISCLAIMER NWC builds to current search-engine best practices but does not control Google or any search platform, and makes no guarantee of specific rankings, traffic, or revenue. Client is solely responsible for its business results. NWC is not liable for lost customers, lost revenue, or any business outcome attributed to website or marketing performance.

9. AI SERVICES If selected, AI agents operate in supervised mode, Client approves outbound actions, until Client authorizes autonomous operation in writing, task by task. NWC maintains logs of agent actions, available to Client on reasonable request for the term of this Agreement plus ninety (90) days, after which NWC may delete them. Client remains responsible for its business decisions, pricing, and customer commitments.

10. CLIENT RESPONSIBILITIES Client will provide timely content, approvals, and accurate business information; keep its domain registration active and paid; and warrant that materials it provides do not infringe third-party rights.

11. CLIENT DIRECTION AND ASSUMPTION OF RISK Client directs the engagement. Where Client instructs NWC to take an action, or to refrain from one, and NWC has advised in writing that the action carries risk, Client assumes that risk and NWC has no liability for any consequence of following that instruction. Written advice includes email, chat, shared documents, and project notes. This applies without limitation to publishing content, claims, credentials, reviews, or testimonials that Client supplies or approves; retaining or refusing recommended safeguards, backups, or approval steps; deploying against a stated recommendation; and any decision about collecting, storing, or publishing personal, health, or financial information. Client warrants that materials it supplies or approves are accurate, are its own or properly licensed, and comply with all laws and platform terms applicable to Client's industry. NWC does not verify the accuracy of Client-supplied claims and is not responsible for doing so.

12. THIRD-PARTY SERVICES AND PLATFORMS NWC's work depends on third-party platforms and services including hosting, DNS, content delivery, email, analytics, payment processors, search engines, AI providers, and social platforms. NWC does not control these and is not liable for their availability, performance, pricing, policy changes, data handling, suspension, or discontinuation, or for any consequence of a change one of them makes. Client's use of a third-party service is governed by that provider's own terms.

13. SECURITY NWC follows reasonable practices to protect credentials and Client work product but does not warrant that any website, system, or account is immune from unauthorized access, malware, or data breach. Client is responsible for its own account security, for maintaining and protecting its own credentials, and for enabling available protections such as multi-factor authentication. Client will notify NWC promptly of any suspected compromise.

14. NO PROFESSIONAL ADVICE NWC provides web design, development, and marketing services. NWC is not a law firm, accounting firm, medical practice, or compliance consultancy, and nothing NWC provides is legal, financial, tax, medical, or regulatory compliance advice. Client is solely responsible for obtaining its own professional advice, including on advertising claims, licensure, privacy, and any industry regulation applicable to its business, including HIPAA where it applies. NWC is not a business associate of any Client and does not accept protected health information.

15. INDEMNIFICATION Client will defend, indemnify, and hold harmless NWC and its owner against any claim, demand, loss, liability, damage, fine, penalty, or expense, including reasonable attorneys' fees and costs of defense, arising out of or relating to content, claims, credentials, reviews, or testimonials Client supplies or approves; Client's instructions, including any NWC advised against in writing; Client's violation of law, regulation, or platform terms; any personal, health, or financial information Client collects, stores, or asks NWC to handle; and actions an AI agent takes on Client's behalf with Client's authorization. NWC will indemnify Client, subject to the limits in the Limitation of Liability section, against any claim that website code originally authored by NWC infringes a third party's United States intellectual property rights; this does not apply to Client-supplied materials, third-party components, open-source software, fonts, images, or plugins, or to any combination or modification not made by NWC. The party seeking indemnity must give prompt written notice, allow the indemnifying party to control the defense and settlement, and cooperate reasonably. No settlement admitting fault or imposing obligations on the other party may be made without that party's written consent.

16. LIMITATION OF LIABILITY NWC's total cumulative liability under this Agreement, for all claims combined and regardless of the theory of liability, is limited to the greater of (a) the fees Client actually paid NWC in the twelve (12) months preceding the event giving rise to the claim, or (b) two thousand five hundred dollars ($2,500). Neither party is liable to the other for indirect, incidental, special, punitive, or consequential damages of any kind, including lost profits, lost revenue, lost or corrupted data, lost leads or enquiries, business interruption, loss of goodwill, cost of substitute services, or any claim that marketing, advertising, or search performance failed to meet Client's expectations, even if advised such damages were possible. These limits apply to the fullest extent permitted by Washington law and are a material part of the bargain: NWC's pricing reflects them, and the fees would be materially higher without them. They do not apply to a party's gross negligence, willful misconduct, or fraud. Except as expressly stated in this Agreement, services are provided "as is," and NWC disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.

17. REMEDY AND RESTORATION If NWC's work causes a defect, outage, or data loss, Client's sole and exclusive remedy, and NWC's entire obligation, is for NWC to correct the issue and restore affected work at NWC's own cost and without charge to Client. NWC will acknowledge a reported issue within one (1) business day, restore site availability within one (1) business day of acknowledgement, and restore lost or corrupted work product from backup within three (3) business days, prioritising that work over other scheduled work. NWC maintains routine backups of Client work product and takes a fresh backup before any change that carries meaningful risk of disruption. Restoration from backup is a complete discharge of NWC's obligation under this section. If NWC has not restored the affected work within fifteen (15) days of the report, Client may terminate this Agreement on written notice and receive a refund of fees paid for the affected service over the three (3) months preceding the report, which is in addition to and not in limitation of the remedy above and remains subject to the Limitation of Liability section. Client will notify NWC of any defect within sixty (60) days of discovery so it can be corrected; claims not raised within that period are waived.

18. TIME LIMIT ON CLAIMS Any claim arising out of or relating to this Agreement must be brought within one (1) year after the claim accrues, or it is permanently barred, to the fullest extent Washington law permits parties to shorten the limitations period by agreement. This period is tolled as provided in the Arbitration section.

19. FORCE MAJEURE Neither party is liable for failure or delay caused by events beyond its reasonable control, including natural disaster, war, civil unrest, labor action, utility or internet failure, third-party platform outage, cyberattack, epidemic, or government action. The affected party will notify the other promptly and resume performance as soon as practicable.

20. GOVERNING LAW, VENUE AND JURISDICTION The laws of the State of Washington govern this Agreement and any dispute, claim, or cause of action arising out of or relating to this Agreement, its subject matter, its formation, or the services, whether sounding in contract, tort, statute, or any other theory, without regard to Washington's conflict-of-laws rules and without regard to the location of Client or of Client's customers. The parties agree that all services are performed by NWC in Pierce County, Washington, regardless of where Client is located or where the resulting website is accessed. The state and federal courts located in Pierce County, Washington have exclusive jurisdiction over any dispute arising out of or relating to this Agreement. Client consents to personal jurisdiction in those courts and waives any objection based on venue, inconvenient forum, or lack of personal jurisdiction, and neither party will bring an action in any other forum. Client acknowledges that NWC has no offices, employees, or property in Client's state, does not solicit through an in-state presence, and that this Agreement does not create one. In any dispute arising under this Agreement, the prevailing party is entitled to recover its reasonable attorneys' fees and costs.

21. ARBITRATION This section is governed by the Federal Arbitration Act. Any dispute arising out of or relating to this Agreement that is not resolved informally within thirty (30) days after one party gives the other written notice describing the dispute will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, including its Expedited Procedures where applicable, before a single arbitrator, seated in Pierce County, Washington. The thirty (30) day period must fully elapse before either party may file a demand for arbitration. Hearings may be conducted by videoconference. Judgment on the award may be entered in any court of competent jurisdiction. Claims are brought in an individual capacity only: neither party may bring or participate in a class, collective, consolidated, or representative proceeding, and the arbitrator may not consolidate the claims of more than one party or preside over any form of representative proceeding. Either party may instead bring an individual claim in small claims court if the claim qualifies for that court's jurisdiction, and nothing in this section prevents either party from seeking injunctive relief in any court of competent jurisdiction to protect intellectual property or confidential information. This section binds both parties equally and its carve-outs run both ways. Each party bears its own arbitration costs except as the arbitrator allocates them under the prevailing-party provision, provided that for any claim of ten thousand dollars ($10,000) or less, NWC will pay AAA filing and administrative fees to the extent they exceed what Client would have paid to file the same claim in Pierce County Superior Court. The limitations period in the Time Limit on Claims section is tolled from the date a party gives written notice describing the dispute until thirty (30) days after the informal resolution period closes, and this tolling applies equally to both parties. If this section is held unenforceable as to any dispute, that dispute will be resolved exclusively in the courts specified in the Governing Law, Venue and Jurisdiction section, and the parties' consents and waivers in that section apply.

22. GENERAL NWC is an independent contractor. NWC may assign this Agreement in connection with a sale or transfer of its business; otherwise neither party may assign without the other's consent. If any provision is held unenforceable, it will be limited or severed to the minimum extent necessary and the remainder stays in force. By checking the box and typing their name below, the signer confirms they are authorized to bind Client and intends the typed name to serve as a legal electronic signature under the U.S. E-SIGN Act and Washington's UETA. This is the entire agreement between the parties and may be amended only in writing signed by both.