Terms of Service

Effective Date: May 13, 2026 Last Updated: May 13, 2026 Version: 1.6

These Terms of Service ("Terms") govern your access to and use of any website operated by CI Web Group, Inc., a Texas corporation ("CI Web Group," "we," "us," or "our"), including without limitation https://ciwebgroup.com, https://getstarted.ciwebgroup.com, and any other ciwebgroup.com subdomain operated by CI Web Group (collectively, the "Sites"), and the products, platforms, software, AI services, deliverables, and related services made available by CI Web Group, including but not limited to Hydra OS, Cortex AI, AI Local, Pulse, OnePath.AI, and CI Agents (collectively, the "Services").

The Sites do not include client-owned websites or client-operated properties (including websites hosted on Hydra OS, WordPress, Webflow, or other platforms under a client's own domain), which are governed by the client's own terms and policies.

By accessing the Sites, creating an account, submitting any form, signing a Master Services Agreement ("MSA") or Statement of Work ("SOW") that references these Terms, paying any invoice for the Services, or otherwise using the Services, you agree to be bound by these Terms. If you do not agree, do not access the Sites or use the Services.

IMPORTANT — PLEASE READ CAREFULLY. These Terms contain (i) a NO REFUNDS policy (Section 8), (ii) a comprehensive CLIENT RESPONSIBILITIES section (Section 14), (iii) a broad disclaimer of liability for EXTERNAL CHANGES beyond our control (Section 18), (iv) provisions allocating responsibility for THIRD-PARTY CONTENT MANAGEMENT SYSTEMS, including a time-limited no-cost HYDRA OS UPGRADE PROGRAM (Section 20), (v) WARRANTY DISCLAIMERS (Section 22), (vi) a LIMITATION OF LIABILITY including a ONE-YEAR CLAIMS PERIOD (Section 23), and (vii) a BINDING ARBITRATION CLAUSE AND CLASS-ACTION WAIVER (Section 28) that affect your legal rights.

1. Definitions

• "Agreement" means these Terms, together with any MSA, SOW, order form, addendum, or written agreement between you and CI Web Group.
• "Client," "you," "your" means the individual or entity accessing the Sites or using the Services. If you are accepting on behalf of an entity, you represent that you have authority to bind that entity.
• "Sites" has the meaning given above (ciwebgroup.com and all CI Web Group-operated subdomains).
• "Services" has the meaning given above.
• "AI Output" means any text, image, code, recommendation, score, ranking, draft, design, audit, analysis, or other content generated in whole or in part by an artificial intelligence model, large language model, machine learning system, or automated agent operated or used by CI Web Group, including through Hydra OS, Cortex AI, OnePath.AI, CI Agents, internal AI tools used to design, build, or maintain CI Web Group's own platforms and Services, and any third-party model provider (collectively, "AI Providers").
• "Client Content" means any content, data, trademarks, brand assets, Media Assets, customer lists, or other materials provided by you or your end users, or generated for you by the Services and approved or published by you.
• "Media Assets" has the meaning given in Section 14(n).
• "Platform IP" means CI Web Group's proprietary software, platforms, source code, models, prompts, workflows, training methodologies, design systems, knowledge graphs, and any improvements or derivative works thereof.
• "Confidential Information" has the meaning given in Section 13.
• "External Change" has the meaning given in Section 18.
• "Third-Party CMS Platforms" has the meaning given in Section 20(b).
• "Legacy CI Web Group Build" has the meaning given in Section 20(b).
• "Transferred Site" has the meaning given in Section 20(b).
• "Hydra OS Upgrade Program" has the meaning given in Section 20(j).

2. Order of Precedence; Effect Without an MSA

(a) Order. In the event of a conflict between documents, the following order controls (highest to lowest): (i) a fully executed SOW; (ii) the executed MSA; (iii) these Terms; (iv) the Privacy Policy; (v) any other policy posted on the Sites.

(b) Clients without an MSA. For Clients who have not executed an MSA with CI Web Group, these Terms constitute the complete and binding agreement between you and CI Web Group with respect to the Services and your relationship with CI Web Group, and govern in full as if they were an MSA. All references in these Terms to an "MSA" shall, for such Clients, be read as references to these Terms unless context requires otherwise.

(c) Future MSAs. CI Web Group may, from time to time, present an MSA for execution. Upon mutual execution, the MSA becomes effective and these Terms continue to apply to matters not addressed in the MSA. Until an MSA is executed, your continued use of and payment for the Services confirms your acceptance of these Terms as the operative agreement.

3. Acceptance; Electronic Signature

You accept these Terms by: (i) clicking "I agree," checking a box, or affirmatively submitting a form referencing these Terms; (ii) signing an MSA or SOW; (iii) creating an account; (iv) paying any invoice for the Services; or (v) continuing to use the Services after notice of changes. You consent to do business electronically and agree that electronic signatures, clicks, and records satisfy any requirement for a writing or signature under applicable law (including ESIGN, UETA, and the Texas Uniform Electronic Transactions Act). Each time you submit a form on the Sites that includes a notice such as "By submitting you agree to our Terms and Privacy Policy," that submission constitutes your affirmative acceptance.

4. Description of Services

CI Web Group provides AI-first digital marketing, web development, search optimization, content, and platform services exclusively to the trades vertical (HVAC, plumbing, electrical, roofing, garage doors, and adjacent verticals). Services may include but are not limited to:

• New website builds, hosting, and ongoing maintenance on Hydra OS, CI Web Group's proprietary platform;
• Hosting, maintenance, and marketing services for client sites operating on WordPress or Webflow, whether originally built by CI Web Group prior to discontinuing new production on those platforms (new WordPress builds discontinued in 2024; new Webflow builds discontinued in 2026) or transferred to CI Web Group from a prior vendor;
• The Hydra OS Upgrade Program described in Section 20(j) (limited-time, no-cost upgrade for eligible Clients on WordPress or Webflow);
• Cortex AI, AI Local, Pulse, and related AI-powered marketing tools;
• AI agents (CI Agents, OnePath.AI, and others);
• Content production, search optimization, Agentic Answer Optimization ("AAO"), Answer Engine Optimization ("AEO"), and related discoverability services;
• Onboarding, configuration, and account management.

CI Web Group no longer builds new client websites on WordPress or Webflow. Specific scope, deliverables, fees, and timelines are set forth in an SOW or MSA, or in writing referencing these Terms for Clients without an MSA. Services are provided on a month-to-month basis unless otherwise specified in writing. There is no minimum term for Services unless expressly agreed in an SOW.

5. Beta, Preview, and Early-Access Services

From time to time CI Web Group may make available features, modules, agents, or services labeled "beta," "preview," "alpha," "early access," "experimental," or with similar designation (collectively, "Beta Services"). Beta Services are made available for evaluation purposes only. Beta Services are provided "AS IS," without any warranty, support obligation, service-level commitment, or indemnification of any kind, and may be modified, suspended, throttled, or discontinued at any time without notice and without liability. Fees for Beta Services, if any, are non-refundable. Information you submit to or receive from Beta Services may be deleted at any time without notice. The disclaimers in Section 22 and the limitation of liability in Section 23 apply with full force to Beta Services and may not be reduced by any representation made in marketing materials, sales conversations, or roadmaps.

6. Accounts; Authorized Users; Ownership Disputes

(a) Account information. You must provide accurate information when creating an account and keep it current. You are responsible for safeguarding credentials and for all activity under your account, including activity by your employees, contractors, and agents. Notify us immediately at security@ciwebgroup.com of any unauthorized access.

(b) Authorized representatives. The account is held by the legal entity (or, if not an entity, the individual) named at signup. The person who created the account is presumed an authorized representative until written notice of change is received and accepted by CI Web Group.

(c) Ownership disputes. In the event of any dispute among officers, owners, members, partners, or other parties regarding control of the account or the engagement, CI Web Group is not obligated to investigate or adjudicate the dispute and may, at its sole discretion: (i) maintain the status quo; (ii) suspend access pending resolution; (iii) follow the written direction of the most recently confirmed authorized representative; or (iv) require a court order or similar binding determination before acting. CI Web Group's good-faith response under this Section is not a breach of any agreement and does not give rise to any liability to any party. To change the authorized representative or transfer the account, all current and proposed parties must submit signed written direction satisfactory to CI Web Group in its sole discretion. Fees incurred during any dispute remain due and payable.

7. Fees; Payment; Late Charges

Fees are set forth in the applicable SOW, order form, or written engagement referencing these Terms and are due as invoiced. Unless otherwise stated, fees are stated in U.S. dollars, exclusive of taxes. Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. We may suspend Services for any account more than fifteen (15) days past due, with notice. Chargeback Waiver. You agree to contact us in good faith at billing@ciwebgroup.com before initiating a chargeback or payment-card dispute; bad-faith chargebacks may be treated as breach and may incur a $35 processing fee plus collection costs and attorneys' fees incurred in recovery.

8. NO REFUNDS

ALL FEES ARE EARNED WHEN PAID AND ARE NON-REFUNDABLE. CI WEB GROUP DOES NOT ISSUE REFUNDS, CREDITS, PRORATIONS, OR OFFSETS UNDER ANY CIRCUMSTANCES, INCLUDING WITHOUT LIMITATION:

• Your decision to cancel, pause, or downgrade Services;
• Non-use or under-use of Services during any paid period;
• Dissatisfaction with results, performance, AI Output, deliverables, or outcomes;
• Changes in your business, ownership, strategy, or staffing;
• Any External Change (Section 18);
• Suspension or termination for breach, non-payment, or violation of these Terms;
• Loss of search rankings, AI search visibility, traffic, leads, conversions, or revenue;
• Errors, omissions, or hallucinations in AI Output that you did not catch on review;
• Performance of any third-party service or platform, including Third-Party CMS Platforms (Section 20);
• Use, non-use, or discontinuation of Beta Services;
• CI Web Group's exercise of its Right to Refuse Work (Section 17) where the basis is illegality, regulatory risk, platform policy, or AI Provider policy;
• Any indirect, incidental, consequential, or speculative claim.

The sole exception is a documented billing error identified in writing to billing@ciwebgroup.com within thirty (30) days of the invoice date, where CI Web Group confirms the error in good faith.

You acknowledge that the fees, the no-refunds policy, the limitation of liability, and the warranty disclaimers in these Terms are interdependent and that CI Web Group would not enter into this Agreement on different commercial terms.

9. Cancellation; Effect of Termination

You may cancel month-to-month Services by providing thirty (30) days' written notice to billing@ciwebgroup.com. We may terminate or suspend Services (i) for material breach not cured within fifteen (15) days of notice, (ii) for non-payment, (iii) for violation of Section 15 (Acceptable Use), (iv) for breach of Section 14 (Client Responsibilities), or (v) for convenience with thirty (30) days' notice. Upon termination: (a) all outstanding fees are immediately due and all paid fees remain non-refundable; (b) your license to use Platform IP ends; (c) Client Content remains your property and is available for export for a period of thirty (30) days post-termination, after which we may delete it; (d) Sections 8, 10, 11, 12, 13, 14, 16, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, and 31 survive in accordance with their terms.

10. License to Use the Services

Subject to your compliance with this Agreement and payment of fees, CI Web Group grants you a non-exclusive, non-transferable, non-sublicensable, revocable license during the term to access and use the Services for your internal business purposes. No other rights are granted by implication or estoppel.

11. Intellectual Property; Domains

Platform IP. All right, title, and interest in and to Platform IP — including Hydra OS, Cortex AI, prompts, models, workflows, source code, and any improvements — is and remains the sole property of CI Web Group. You acquire no ownership in Platform IP.

Client Content. You retain all right, title, and interest in Client Content. You grant CI Web Group a non-exclusive, worldwide, royalty-free license to use, host, reproduce, modify, and display Client Content solely as needed to perform the Services and to exercise CI Web Group's rights under Section 25.

Deliverables. Custom deliverables produced under an SOW (such as website designs and written content) are licensed or assigned to you as specified in the SOW. Absent specific assignment language, deliverables are licensed to you under the Section 10 license, and CI Web Group retains all Platform IP embedded in or underlying any deliverable.

Domains. CI Web Group does not generally register or hold domain names on behalf of Clients. You are responsible for registering, renewing, securing, configuring DNS for, and maintaining the registrar relationship for your own domain names. In the rare instance CI Web Group registers a domain on your behalf pursuant to a signed SOW, you are the beneficial owner of that domain provided all amounts owed to CI Web Group are current, and CI Web Group will transfer registrar control to you or your designee on written request, subject to registrar policies and ICANN transfer-lock periods. CI Web Group does not warrant the availability, registration status, renewal, or non-expiration of any domain, and is not liable for domain loss, hijacking, expiration, suspension, or seizure.

Feedback. Any feedback or suggestions you provide may be used by CI Web Group without restriction or compensation.

12. AI-Generated Output — Disclaimers and Client Responsibilities

CI Web Group leverages multiple artificial intelligence systems extensively throughout its operations, including in the design, development, and maintenance of Hydra OS and other CI Web Group platforms, content production, audits, analyses, research, strategy, planning, design work, code generation, and quality review. These systems include CI Web Group's proprietary systems and third-party AI Providers (including without limitation OpenAI, Anthropic, and Google). Any deliverable, draft, recommendation, audit, design, analysis, or other content provided to you may be produced in whole or in part by an AI system, and the disclaimers and responsibilities in this Section apply to all such AI Output regardless of whether the AI assistance is visible to you. You acknowledge and agree:

(a) Probabilistic, not deterministic. AI Output is generated by probabilistic models and may be inaccurate, incomplete, biased, outdated, offensive, or fabricated ("hallucinated"). AI Output may produce different results for identical or similar inputs. CI Web Group does not warrant that any AI Output is accurate, fit for purpose, free of errors, or suitable for publication.

(b) Not professional advice. AI Output is not legal, medical, financial, tax, accounting, engineering, or other professional advice and must not be relied on as such. Where professional advice is appropriate, you must obtain it from a qualified licensed professional.

(c) Human review required. You are solely responsible for reviewing, verifying, fact-checking, and approving AI Output before publishing, sending, displaying, or otherwise relying on it. This includes AI-generated website copy, social posts, SMS, email, customer responses, blog content, technical claims, pricing, warranties, images, audits, and any representation about your business or services. AI Output is delivered for your review; once you publish, distribute, or rely on AI Output, you have adopted it as your own and CI Web Group has no responsibility for its contents.

(d) Training data and third-party rights. AI Providers train models on large datasets, some of which may include third-party content. CI Web Group does not warrant that AI Output is free of third-party intellectual property rights. You are responsible for ensuring AI Output does not infringe the rights of any third party before use.

(e) No training on Client Content. CI Web Group does not use Client Content to train its foundation models. To the extent third-party AI Providers process Client Content, they do so under data-processing agreements consistent with their published terms; see the Privacy Policy for the current sub-processor list and links to their terms.

(f) AI Provider usage policies pass through. Your use of the Services that route inputs or outputs to third-party AI Providers is subject to each Provider's then-current usage policies, prohibited-use policies, and acceptable-use rules, which are incorporated by reference. Current Providers and policy links are maintained at https://ciwebgroup.com/legal/subprocessors. You are responsible for compliance with each applicable Provider's policies, and a violation of any such policy is also a violation of these Terms.

(g) AAO / SEO / AI search outcomes are not guaranteed. Search engine rankings, AI search visibility, citation in large language model outputs, AAO/AEO performance, traffic volume, lead volume, conversion rates, and revenue outcomes depend on factors outside CI Web Group's control, including third-party algorithm changes, competitor activity, market conditions, and the accuracy and timeliness of Client Content. No specific ranking, citation, traffic, lead, conversion, or revenue result is guaranteed. Any forecasts, benchmarks, projections, case studies, or examples are illustrative only and do not constitute warranties or promises, and past performance of CI Web Group or any other client is not indicative of future results.

13. Confidentiality

(a) Definition. "Confidential Information" means any non-public information disclosed by one party ("Discloser") to the other ("Recipient") in connection with this Agreement that is identified as confidential or that a reasonable person would understand to be confidential under the circumstances, including without limitation: software, source code, models, prompts, workflows, roadmaps, pricing, customer lists, business plans, financial information, strategy, employee information, and the existence and contents of these Terms and any SOW.

(b) Obligations. Recipient shall (i) use Confidential Information solely to perform under this Agreement; (ii) protect it using at least the same degree of care it uses to protect its own confidential information of similar sensitivity, and no less than a reasonable standard of care; (iii) not disclose it to any third party except to employees, contractors, advisors, and sub-processors who have a need to know and are bound by confidentiality obligations no less protective than these.

(c) Exclusions. Confidential Information does not include information that (i) is or becomes publicly known through no fault of Recipient; (ii) was rightfully known by Recipient without confidentiality obligation before disclosure; (iii) is rightfully received from a third party without confidentiality obligation; or (iv) is independently developed without use of Confidential Information.

(d) Compelled disclosure. Recipient may disclose Confidential Information to the extent required by law, court order, or government authority, provided Recipient gives Discloser prompt written notice (where legally permitted) and reasonable assistance in seeking protective treatment.

(e) Duration. These obligations apply during the term and for three (3) years after termination, except that trade secrets remain protected as long as they qualify as trade secrets under applicable law.

(f) Return or destruction. Upon termination or written request, Recipient will return or destroy Confidential Information in its possession, except as required to comply with law or as retained in routine backups subject to continued confidentiality.

14. Client Responsibilities

You acknowledge and agree that the following responsibilities are solely yours and that CI Web Group has no responsibility, duty, or liability with respect to any of them. CI Web Group's role is limited to performing the specific scope of work described in the applicable SOW or these Terms; ongoing legal, regulatory, accessibility, privacy, security, and operational compliance of your business and your website is and remains your responsibility at all times.

(a) Content. All Client Content — including content you author, content you approve, content generated by the Services that you publish or adopt, and content provided by your employees, contractors, customers, or end users — is your sole responsibility. This includes the accuracy, legality, decency, and non-infringement of all Client Content.

(b) Approval of deliverables. You are solely responsible for reviewing and approving every deliverable, draft, AI Output, design, page, post, message, campaign, image, and configuration before it goes live or is sent. Publication or release constitutes your approval and adoption.

(c) Compliance with law. You are solely responsible for your compliance with all federal, state, local, and international laws and regulations applicable to your business, including without limitation:

• The Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, and A2P 10DLC requirements for all SMS, voice, and email communications you send (whether or not via the Services);
• Federal Trade Commission ("FTC") rules on advertising, endorsements, claims, pricing, "free" offers, and disclaimers;
• State consumer-protection statutes, deceptive-trade-practices acts, and home-improvement contract laws;
• State and local contractor licensing requirements, including license display, license-number disclosure, bonding, and registration on websites and advertising;
• Environmental Protection Agency (EPA) certifications (such as Section 608 refrigerant handling) and Occupational Safety and Health Administration (OSHA) requirements;
• State attorney-general advertising rules, including those specific to home services and trades;
• The Americans with Disabilities Act (ADA) and equivalent state accessibility laws as applied to any property you operate, including your website regardless of which CMS or hosting platform it uses;
• Tax, payroll, and employment laws;
• Privacy laws including CCPA/CPRA, VCDPA, CPA, CTDPA, UCPA, TDPSA, GDPR, and UK GDPR as they apply to your end users and customers;
• The Health Insurance Portability and Accountability Act (HIPAA) if any patient information is incidentally collected through your forms (the Services are not a HIPAA-covered system; do not transmit protected health information through them).

Work performed by CI Web Group to bring your property into compliance with a new or changed law, regulation, attorney-general rule, court decision, licensing-board rule, or platform requirement — including ADA/accessibility remediation, privacy-law remediation, cookie-banner/consent-banner installation, and TCPA/A2P consent-flow updates — is additional billable work governed by a new or amended SOW, unless that work is expressly within the scope of an active SOW or is provided through the Hydra OS Upgrade Program (Section 20(j)).

(d) Ongoing compliance of your website and your legal notices. You are solely responsible for the ongoing legal, regulatory, accessibility, privacy, security, and operational compliance of your website (whether hosted by CI Web Group on Hydra OS, by CI Web Group on a Third-Party CMS Platform, by you, or otherwise), regardless of who originally built the site, including any Legacy CI Web Group Build. You are solely responsible for adopting, posting, maintaining, and keeping current on your website, social channels, and customer-facing materials: your own Terms of Service, Privacy Policy, Accessibility Statement, cookie notices, refund/cancellation policies, SMS consent disclosures, advertising disclaimers, license-number displays, warranty terms, and any other legal notice required by your business or your jurisdiction. CI Web Group may, at your direction and as part of the Services, format or display such notices, but the contents, accuracy, completeness, and legal sufficiency of all such notices are your responsibility. CI Web Group does not draft, review, or provide legal advice on your legal notices unless expressly engaged to do so in a signed SOW.

(e) Customer communications. When the Services are used to send SMS, voice, email, chat, or any other communication to your customers or prospects, you are the sender for purposes of TCPA, CAN-SPAM, A2P 10DLC, and similar laws. You are solely responsible for obtaining and maintaining proper consent records, honoring opt-outs, scrubbing against do-not-call lists, and complying with content rules.

(f) Advertising and warranty claims. All claims, warranties, guarantees, pricing, promotions, comparisons, testimonials, and endorsements appearing on your properties or in communications sent through the Services are your representations to your customers. CI Web Group does not warrant them and assumes no responsibility for their accuracy or legality.

(g) Accurate business information. You are responsible for the accuracy of all business information you provide, including business name, address, phone, license numbers, service area, hours, technicians, certifications, pricing, and any data displayed on your behalf to third-party platforms (Google Business Profile, Bing Places, Apple Maps, directories). You must promptly notify CI Web Group of any change.

(h) Notification of changes. You must promptly notify CI Web Group in writing of any change in: (i) applicable law or regulation requiring an update to your site, content, forms, notices, consent flows, or communications; (ii) your business operations (new services, new locations, new license terms, M&A, ownership change); (iii) your insurance status; (iv) any complaint, demand, claim, lawsuit, regulator inquiry, or chargeback that involves the Services. CI Web Group has no obligation to monitor changes in law, regulation, industry standards, or third-party platform rules on your behalf, and no failure by CI Web Group to update your property in response to such a change creates liability.

(i) AI Output review. You acknowledge the AI Output disclaimers in Section 12 and accept sole responsibility for reviewing and approving AI Output before any use.

(j) Security on your end. You are responsible for the security of your own systems, accounts, devices, networks, and personnel. You will keep credentials confidential and will not share them outside authorized users.

(k) Insurance. You will maintain commercially reasonable insurance appropriate to your business, including general liability, professional liability or errors-and-omissions where applicable, and cyber liability where applicable, throughout the term of the Agreement.

(l) Cooperation. You will respond to reasonable CI Web Group requests for information, approvals, content, and access in a timely manner. Delays caused by your non-cooperation extend our deadlines and do not constitute breach by us.

(m) Domains and registrars. You are responsible for registering, renewing, securing, and managing your own domain names and DNS as described in Section 11.

(n) Images, photos, video, audio, and other media ("Media Assets"). You are solely responsible for all images, photographs, video, audio recordings, illustrations, graphics, icons, logos, fonts, music, and other visual or auditory media (collectively, "Media Assets") that you provide to CI Web Group, that you approve for use, or that are published on or through any property you operate. This responsibility includes:

• Licensing and rights. Securing all licenses, permissions, releases, and clearances necessary for use of each Media Asset, including stock-photo licenses (Getty Images, Shutterstock, Adobe Stock, Unsplash, Pexels, and similar libraries), font licenses, music and sound-effect licenses, photographer agreements, videographer agreements, and AI-image- or AI-audio-generation tool terms of use;
• Photos of people. Obtaining model releases or other written consents from any identifiable individual depicted, including employees, technicians, customers, and bystanders, and complying with right-of-publicity laws and state-specific biometric laws (including Illinois BIPA, Texas CUBI, and Washington's biometric statute);
• Property, premises, and vehicles. Obtaining property releases or owner permissions for photos and video of customer homes, businesses, vehicles, equipment, or other identifiable property;
• Trademarks, logos, and certifications. Confirming that any third-party brand, manufacturer logo, equipment marking, certification badge, association mark, or partner badge depicted (for example, manufacturer dealer badges, NATE certification, BBB, EPA Section 608, ENERGY STAR) is used in compliance with the trademark owner's guidelines or with prior written permission;
• AI-generated Media Assets. Reviewing AI-generated images, video, and audio for third-party intellectual property issues, recognizable persons, deceptive likenesses, and offensive content before publication, and complying with applicable AI-content disclosure rules (such as state-level synthetic-media disclosure laws);
• Minors. Obtaining parental or guardian consent before using any image, video, audio, or other depiction of any person under eighteen (18).

CI Web Group does not verify the licensing status, rights clearances, or releases for any Media Asset and bears no responsibility or liability for any claim — including stock-photo licensing demand letters (for example, from Getty Images, PicRights, Higbee & Associates, or similar enforcement agents), copyright infringement claims, right-of-publicity claims, trademark or false-association claims, claims by individuals depicted, or any regulatory or platform action — arising from any Media Asset you provided, approved, or published, whether or not CI Web Group created, sourced, formatted, or displayed the Media Asset on your behalf.

Your breach of this Section 14 voids any warranty CI Web Group may otherwise have made and is a material breach of the Agreement.

15. Acceptable Use; Prohibited Conduct

You shall not, and shall not permit any third party to:

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, models, prompts, or workflows of the Services, except to the extent expressly permitted by law;
• Use the Services to develop, train, improve, evaluate, or benchmark any product, service, model, or platform that competes with the Services or with CI Web Group;
• Use AI Output, deliverables, or insights from the Services to train, fine-tune, or evaluate any artificial intelligence or machine-learning model;
• Scrape, crawl, or harvest data from the Sites or Services other than as expressly authorized;
• Attempt to circumvent any access control, rate limit, or security measure;
• Submit prompts or inputs designed to cause the Services to bypass safety controls, leak system prompts, exfiltrate other users' data, or produce unlawful output ("prompt injection" or "jailbreak" attempts);
• Use the Services to generate or distribute unlawful, defamatory, infringing, harassing, or deceptive content;
• Use the Services to send communications in violation of TCPA, CAN-SPAM, A2P 10DLC, or other applicable communications laws;
• Use the Services in connection with high-risk activities where failure could result in death, personal injury, environmental damage, or other catastrophic harm;
• Deploy or use the Services as part of any contract with a federal, state, local, or foreign government agency, government contractor performing government work, or under any government procurement vehicle (including FAR-flowdown contracts), without CI Web Group's prior written consent;
• Resell, sublicense, or provide the Services to any third party except as part of services you provide to your own customers in the ordinary course of business consistent with the MSA or these Terms.

CI Web Group may suspend access to investigate suspected violations. No suspension under this Section gives rise to any refund or credit.

16. Audit and Compliance Verification

CI Web Group may, on reasonable written notice (typically not less than ten (10) business days) and not more than twice per calendar year — except in response to a credible compliance concern or regulator inquiry, in which case more frequent audits are permitted — audit your use of the Services to verify compliance with Section 14 (Client Responsibilities) and Section 15 (Acceptable Use). Audits may include review of your account configuration, your published content, your customer-communications consent and opt-out records (if you use the Services to send SMS, voice, or email), and reasonable interviews with your authorized personnel. You will cooperate in good faith and provide reasonable access to relevant records. If an audit reveals a material non-compliance, you will (a) remediate within thirty (30) days, and (b) reimburse CI Web Group's reasonable audit and remediation-oversight costs. Audits do not transfer any liability for your acts or omissions to CI Web Group, and CI Web Group has no obligation to conduct an audit; the failure to audit is not a waiver of any right.

17. CI Web Group's Right to Refuse Work

CI Web Group may, in its sole discretion and without liability, decline to perform, or cease performing, any work, task, deliverable, AI generation, or communication that:

• in our reasonable judgment, would violate applicable law, regulator guidance, or third-party platform policy;
• would require us to make false, misleading, or deceptive claims, representations, reviews, testimonials, or guarantees on your behalf;
• would expose CI Web Group, its personnel, or its sub-processors to legal, regulatory, financial, reputational, or safety risk;
• is outside the scope of the agreed SOW or these Terms;
• involves AI Output that we are not comfortable producing or publishing under the policies of our AI Providers;
• conflicts with the values, policies, or commitments of CI Web Group, including our content, acceptable-use, and anti-deception policies.

A refusal under this Section is not breach. We will provide written explanation where reasonable. Fees for completed work remain payable; fees for work refused on grounds of illegality, deception, regulatory risk, platform policy, or AI Provider policy are non-refundable. Fees for work refused for other reasons are refundable only to the extent the refused work was prepaid and not yet rendered.

18. External Changes — No Liability for Loss of Business

The legal, technical, and platform environment in which the Services operate changes constantly and without our control. You acknowledge and agree that the following events are "External Changes":

(a) Legal and regulatory changes — new or amended federal, state, local, or international laws, regulations, court decisions, attorney-general guidance, regulator opinions, industry-standard updates, licensing-board rules, or interpretations affecting your business or any aspect of the Services;

(b) Third-party platform changes — any change in the algorithms, ranking criteria, indexing rules, AI search citation behavior, content policies, advertising policies, billing, pricing, deprecation schedules, APIs, terms of service, data-processing terms, or availability of any third party, including without limitation Google (Search, Ads, Analytics, Business Profile, Gemini), Microsoft (Bing, Clarity, Azure, Copilot), Meta (Facebook, Instagram, Threads), LinkedIn, TikTok, X, YouTube, Apple, Amazon, OpenAI, Anthropic, Stripe, Twilio, SendGrid, ServiceTitan, HouseCall Pro, Supabase, Cloudflare, Amazon Web Services, WordPress.org, WordPress.com / Automattic, Webflow, any AI search engine, any directory or aggregator, or any other service we or you rely on;

(c) Infrastructure changes — changes in browser engines, operating systems, device behavior, network or internet infrastructure, DNS, cybersecurity threat landscape, or telecommunications carrier rules;

(d) Market and competitive changes — competitor activity, market shifts, economic conditions, seasonality, or changes in consumer behavior;

(e) Third-party outages, suspensions, or shutdowns — including suspension or termination of any third-party account that you or we maintain.

CI Web Group is not responsible or liable for, and has no obligation to compensate you for, any loss of business, revenue, profit, leads, customers, traffic, search rankings, AI search visibility, AI citations, conversions, attribution, market share, goodwill, reputation, data, or any other commercial or non-commercial harm arising out of or relating to any External Change. This is true whether or not CI Web Group could have anticipated, mitigated, or worked around the External Change. Work performed by CI Web Group in response to an External Change (for example, updates to your site to address a new platform requirement, a change in law, or a CMS-platform or plugin-ecosystem change) is additional billable work and may be billed under a new or amended SOW, except to the extent specifically provided through the Hydra OS Upgrade Program (Section 20(j)).

This Section is in addition to, and not in limitation of, the force majeure clause in Section 31 and the limitation of liability in Section 23.

19. Third-Party Services

The Services interoperate with third-party platforms including without limitation those listed in Section 18(b). Your use of those services is governed by the third party's own terms and privacy policies. CI Web Group is not responsible for third-party acts or omissions, outages, API changes, pricing changes, deprecations, content, or compliance posture. Your relationship with each third party is between you and that third party.

20. Content Management Systems; Legacy Builds, Inherited Sites, and the Hydra OS Upgrade Program

CI Web Group's relationship to the content management system on which your website operates differs depending on the platform and on how your site was originally built.

(a) Hydra OS. Hydra OS is CI Web Group's proprietary platform. For client sites built on Hydra OS, CI Web Group provides the platform, hosting environment, baseline configuration, and the maintenance specified in the applicable SOW. Hydra OS is generally within CI Web Group's control.

(b) WordPress and Webflow. CI Web Group historically built client websites on WordPress and ceased new WordPress production in 2024. CI Web Group also historically built client websites on Webflow and ceased new Webflow production in 2026. CI Web Group no longer builds new client websites on WordPress or Webflow. CI Web Group continues to provide hosting, maintenance, and marketing services for client websites operating on WordPress and Webflow (together, "Third-Party CMS Platforms"), regardless of who originally built the site. For purposes of this Section:

• A "Legacy CI Web Group Build" means a Third-Party CMS Platform website that was originally built by CI Web Group prior to the cessation date for that platform (WordPress: 2024; Webflow: 2026); and
• A "Transferred Site" means a Third-Party CMS Platform website that was built by you, a prior vendor, or another third party, and subsequently transferred to CI Web Group for hosting, maintenance, or marketing services.

The disclaimers and provisions in this Section apply to both Legacy CI Web Group Builds and Transferred Sites unless expressly stated otherwise.

(c) Build at the time of build (Legacy CI Web Group Builds). For Legacy CI Web Group Builds, you acknowledge and agree that:

• The site was built using the platform versions, themes, plugins, integrations, design patterns, and configurations available and selected at the time of original build, and to the legal, accessibility, security, performance, and compliance standards then in effect;
• Platform vendors, themes, plugins, browsers, accessibility standards (including WCAG and DOJ guidance), privacy laws, advertising rules, licensing-board rules, and other applicable requirements have evolved since the original build;
• CI Web Group does not warrant that any Legacy CI Web Group Build continues to meet current legal, accessibility, security, performance, privacy, or compliance standards, and the passage of time, evolution of standards, and changes in the WordPress and Webflow ecosystems may have rendered aspects of the original build out of date;
• CI Web Group's current responsibility for any Legacy CI Web Group Build is limited to the scope of work in the active SOW (typically hosting, maintenance, and marketing) and does not include ongoing remediation to evolving legal, regulatory, accessibility, or platform standards, except (i) to the extent expressly included in the active SOW, or (ii) through the Hydra OS Upgrade Program described in subsection (j); and
• Any retroactive remediation work outside the active SOW and outside the Hydra OS Upgrade Program is additional billable work under a new or amended SOW.

(d) Transferred Sites. For Transferred Sites, you acknowledge and agree that:

• CI Web Group did not build, architect, or select the theme, plugins, integrations, templates, custom code, or technical configuration. The site was built by you, your prior vendor, or another third party. CI Web Group inherits the existing build, including any technical debt, accessibility defects, security vulnerabilities, performance issues, and compliance gaps;
• CI Web Group is not responsible for the underlying build, design, architecture, plugin selection, theme selection, performance baseline, accessibility baseline, security baseline, or compliance baseline of any Transferred Site; and
• CI Web Group's current responsibility is limited to the scope of work in the active SOW.

(e) Third-Party platforms are not within our control. WordPress and Webflow are operated, updated, and controlled by third parties. The WordPress ecosystem in particular comprises the WordPress core software and a large universe of themes and plugins from many independent developers. These platforms are not within CI Web Group's control.

(f) No warranty of ongoing conformance. Regardless of whether your site is a Legacy CI Web Group Build or a Transferred Site, CI Web Group does not warrant the ongoing conformance, performance, security, accessibility, compliance, uptime, or stability of any Third-Party CMS Platform website. Without limitation, CI Web Group is not responsible for any defect, regression, vulnerability, outage, accessibility issue, performance issue, or compliance issue arising from or affected by:

• WordPress core, Webflow platform, or any platform-vendor update, security patch, breaking change, deprecation, pricing change, account suspension, or service termination;
• Themes (free, premium, or custom), templates, or theme updates;
• Plugins (free, premium, or custom), modules, integrations, or plugin updates;
• Conflicts between themes, plugins, templates, custom code, and platform updates;
• Themes, plugins, modules, integrations, or extensions added, updated, modified, configured, or removed by you, your employees, your other vendors, your developers, or any party other than CI Web Group;
• Expiration, non-renewal, or revocation of theme, plugin, template, font, or media licenses;
• Hosting decisions outside CI Web Group's hosting environment;
• Caching, content-delivery-network, DNS, or third-party-service configurations not implemented by CI Web Group;
• Custom code, snippets, or modifications added by you or your other vendors;
• Removal, modification, or override of CI Web Group's work by you or your other vendors;
• Changes in legal, regulatory, accessibility, or compliance standards subsequent to the original build of a Legacy CI Web Group Build.

(g) Maintenance scope. CI Web Group's maintenance of a Third-Party CMS Platform site is limited to the specific items described in the active SOW (which may include, for example, applying core/plugin updates within a maintenance window, monitoring uptime, and performing specified routine tasks). Maintenance does not include warranty of the underlying platform, themes, or plugins, does not include retroactive remediation to evolving standards, and does not transform CI Web Group into the original builder of any Transferred Site.

(h) Plugin and theme vetting; compliance remediation. Comprehensive vetting of all themes and plugins, security patching beyond the active SOW scope, compliance and conformance testing, accessibility remediation, performance tuning, and similar work are additional services available under a new or amended SOW for additional fees, or — for eligible Clients during the applicable window — through the Hydra OS Upgrade Program described in subsection (j). Absent such an SOW or participation in the Upgrade Program, these are your responsibility.

(i) Risk acknowledgment. You acknowledge that the WordPress ecosystem in particular is subject to frequent breaking changes from third-party developers and that even routine updates to themes or plugins — by any party — can introduce defects, vulnerabilities, accessibility regressions, performance issues, or compliance gaps for which CI Web Group is not responsible.

(j) Hydra OS Upgrade Program (limited-time, no-cost). As of the Effective Date of these Terms, CI Web Group is offering eligible Clients whose websites operate on WordPress or Webflow a no-cost upgrade to Hydra OS to address current accessibility, privacy, performance, and other compliance requirements (the "Hydra OS Upgrade Program"). To participate, you must:

1. Be a Client in good standing on the Effective Date;
2. Receive an offer of upgrade from CI Web Group; and
3. Approve the upgrade in writing to your CI Web Group account team on or before August 31, 2026.

Approvals received after August 31, 2026 are not eligible for the no-cost upgrade. The scope, sequencing, content-migration boundaries, and scheduling of each upgrade are determined by CI Web Group and communicated to you at the time of approval; you are responsible for cooperating in the upgrade (including providing approvals, content, and access on the agreed schedule) and for any Client Content, Media Assets, integrations, or third-party services that may need to be re-provisioned, re-licensed, or re-configured in connection with the migration.

If you do not approve a Hydra OS upgrade on or before August 31, 2026, or if you decline the upgrade, you acknowledge and agree:

(i) Your site will continue to operate on the existing Third-Party CMS Platform; (ii) CI Web Group's responsibility for the ongoing legal, regulatory, accessibility, security, performance, and compliance posture of your site continues to be limited as described in this Section, in Section 14, and in the active SOW; (iii) Any compliance, accessibility, security, or performance remediation work performed by CI Web Group on your Third-Party CMS Platform site after the offer is declined or after August 31, 2026 will be billable as additional work under a new or amended SOW; and (iv) The continuing operation of your site on a Third-Party CMS Platform after declining or failing to approve the Hydra OS upgrade by August 31, 2026 is your informed choice, and CI Web Group has no liability for accessibility, compliance, security, performance, or other issues arising from that choice.

CI Web Group may extend, modify, or terminate the Hydra OS Upgrade Program at its discretion; any extension or modification does not create an obligation to extend or modify with respect to any other Client.

(k) Migration between platforms. Migration of a site from one CMS to another, except as expressly provided through the Hydra OS Upgrade Program, is additional work performed under a new or amended SOW for additional fees. CI Web Group is not obligated to migrate any site or to maintain feature parity across platforms.

(l) Client modifications and other vendors. If you, your employees, or any other vendor or agent modifies, updates, configures, installs into, removes from, or in any way alters any site or platform — whether Hydra OS, WordPress, Webflow, or otherwise — CI Web Group is not responsible for any resulting defect, regression, security issue, accessibility issue, performance issue, or compliance issue, and any remediation performed by CI Web Group is billable as additional work.

This Section is in addition to, and not in limitation of, Section 18 (External Changes) and Section 19 (Third-Party Services).

21. SMS, Voice, and Communications Consent; Recording

(a) Inbound to CI Web Group. If you provide a phone number through any form on the Sites or through any onboarding flow, you consent to receive transactional and service-related messages from CI Web Group via SMS, voice, and automated systems. Message and data rates may apply. You may opt out by replying STOP to any SMS or by emailing privacy@ciwebgroup.com.

(b) Outbound to your customers. If CI Web Group's Services are used to send communications to your end users, you are the sender under TCPA, A2P 10DLC, CAN-SPAM, and similar laws; you are solely responsible for consent, recordkeeping, opt-outs, and content compliance. See Section 14(e).

(c) Recording. The Sites and certain Services may use session-recording, screen-capture, or call-recording tools. By using the Sites or such Services after notice (provided in the Privacy Policy and where applicable at point of capture), you consent to such recording where consent is a legal requirement.

22. Warranties and Disclaimers

CI Web Group warrants that it will perform Services in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION, THE SITES, SERVICES, DELIVERABLES, AND AI OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. CI Web Group disclaims all implied warranties including merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, title, and quiet enjoyment. CI Web Group does not warrant that the Services will be uninterrupted, error-free, secure, free of harmful components, or that any specific outcome will be achieved.

No warranty of backups. CI Web Group may perform routine system backups as part of operating the Services, but does not warrant the completeness, accuracy, availability, retention period, or recoverability of any backup. You are responsible for maintaining your own copies of Client Content, Media Assets, and any other data you wish to preserve. CI Web Group has no obligation to restore Client Content lost, corrupted, or deleted other than to the extent directly caused by CI Web Group's gross negligence.

The warranty in this Section does not apply to Beta Services (Section 5), to Third-Party CMS Platforms to the extent addressed in Section 20, or to Legacy CI Web Group Builds with respect to evolving post-build standards. Some jurisdictions do not allow the exclusion of certain implied warranties; in those jurisdictions, the foregoing exclusions apply to the maximum extent permitted.

23. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

(a) Cap. CI Web Group's aggregate liability arising out of or related to this Agreement, the Services, the Sites, any deliverable, or any AI Output shall not exceed the fees actually paid by you to CI Web Group in the three (3) months immediately preceding the first event giving rise to liability.

(b) Excluded damages. In no event shall CI Web Group be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for:

• lost profits, revenue, business, or anticipated savings;
• lost leads, customers, conversions, or appointments;
• lost search rankings, AI search visibility, citations, or attribution;
• lost traffic, impressions, or reach;
• loss of goodwill, reputation, or market position;
• loss, corruption, or unavailability of data;
• business interruption or downtime;
• cost of substitute services;
• regulatory fines, penalties, or statutory damages assessed against you;
• any harm arising from an External Change (Section 18);
• any harm arising from a Third-Party CMS Platform (Section 20), including any Legacy CI Web Group Build or Transferred Site;
• any harm arising from your decision to decline or fail to approve a Hydra OS Upgrade Program offer (Section 20(j));
• any harm arising from AI Output that you published, distributed, or relied on;
• any harm arising from Media Assets you provided, approved, or published;
• any harm arising from Beta Services;

even if CI Web Group has been advised of the possibility of such damages and even if any limited remedy fails of its essential purpose.

(c) Independent enforceability. The limitations in this Section apply regardless of the form of action (contract, tort, statute, strict liability, or otherwise) and to all claims, including those of your affiliates, employees, and end users.

(d) Allocation of risk. You acknowledge that the limitations and exclusions in this Section, together with the no-refunds policy (Section 8), client responsibilities (Section 14), and external-change disclaimer (Section 18), are an essential and bargained-for allocation of risk that is reflected in the fees charged. Without these provisions, the fees would be materially higher and the Agreement would not exist on these terms.

(e) One-year claims period. Any claim or cause of action arising out of or relating to this Agreement, the Sites, the Services, any deliverable, or any AI Output must be brought within one (1) year after the cause of action accrues, or be permanently barred. This Section applies to the maximum extent permitted by law.

Some jurisdictions do not allow certain of these limitations; in those jurisdictions, liability is limited to the maximum extent permitted.

24. Indemnification

By CI Web Group. CI Web Group will defend you against any third-party claim that the Platform IP, as provided by CI Web Group and used by you in accordance with this Agreement, directly infringes a third party's U.S. patent, copyright, or trademark, and will pay damages finally awarded or amounts in settlement.

Exclusions to CI Web Group's indemnity. CI Web Group has no obligation for claims arising from or related to:

• modifications to the Services or deliverables made by anyone other than CI Web Group;
• use of the Services in combination with materials, services, or data not provided by CI Web Group;
• Third-Party CMS Platforms, including WordPress core, themes, and plugins, and Webflow, and any Legacy CI Web Group Build or Transferred Site;
• your decision to decline or fail to approve a Hydra OS Upgrade Program offer;
• Client Content (including Media Assets);
• AI Output that you published, distributed, or relied on (whether or not you reviewed it);
• your breach of this Agreement (including Section 14);
• an External Change (Section 18);
• Beta Services;
• third-party platform decisions, including suspensions or content takedowns.

CI Web Group's total indemnification liability is subject to the cap in Section 23.

By Client (Broad). You will defend, indemnify, and hold harmless CI Web Group, its affiliates, officers, directors, employees, contractors, and agents from and against any and all claims, demands, investigations, regulatory actions, suits, damages, settlements, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Client Content, including Media Assets (and including stock-photo licensing demand letters, right-of-publicity claims, model-release claims, and trademark or false-association claims);
• your or your end users' use of the Services;
• your publication, distribution, or reliance on any AI Output;
• your communications to customers, prospects, or end users, including any TCPA, CAN-SPAM, A2P 10DLC, or similar claim;
• your breach of any of your obligations in Section 14 (Client Responsibilities), including failure to maintain ongoing compliance of your website, failure to maintain your own legal notices, failure to notify CI Web Group of changes, or failure to comply with applicable law;
• the operation, maintenance, configuration, modification, or content of your website, regardless of CMS or hosting platform, including issues arising from any Legacy CI Web Group Build, any Transferred Site, third-party themes, plugins, templates, updates, or modifications by you or your other vendors;
• your decision to decline or fail to approve a Hydra OS Upgrade Program offer by August 31, 2026;
• your trade-licensing, professional-licensing, EPA, OSHA, contractor-board, or industry-regulator obligations;
• consumer complaints, customer disputes, warranty claims, or refund demands from your customers;
• your advertising claims, promotions, pricing, warranties, guarantees, testimonials, and endorsements;
• privacy or data-protection claims by your end users or customers;
• accessibility claims relating to content or properties you operate outside CI Web Group's hosting environment or arising from modifications outside CI Web Group's control;
• your violation of any law or third-party right;
• your breach of any other provision of this Agreement.

Procedure. The indemnified party will (i) give prompt written notice of the claim, (ii) grant the indemnifying party sole control of defense and settlement (provided no settlement admits liability or imposes obligations on the indemnified party without consent, not to be unreasonably withheld), and (iii) cooperate reasonably at the indemnifying party's expense.

25. Publicity, Showcase Rights, and Trademarks

(a) Marketing reference. CI Web Group may identify you as a customer and use your name, logo, and high-level description of the services we provide to you (without disclosing pricing, financial terms, or other Confidential Information) in case studies, marketing materials, sales presentations, investor materials, the Sites, social media, podcasts, webinars, and similar channels.

(b) Showcase rights — public work product. Work product created or facilitated by CI Web Group for you that is publicly available — including but not limited to your website pages, landing pages, public-facing AI agents and chatbots, public-facing content (blog posts, social media posts, videos, podcasts, ad creative that has run publicly), public reviews and case studies, and any screenshots, recordings, performance metrics, and statistics relating to any of the foregoing — may be reproduced, displayed, performed, distributed, screenshotted, recorded, modified for presentation, and shared by CI Web Group for portfolio, case study, marketing, training, sales, investor, educational, and thought-leadership purposes, in any medium now known or later developed, including print, web, social media, video, AI training (excluding training on Client Content as foundation-model training data, per Section 12(e)), conferences, and webinars. This right is perpetual and survives termination of the Agreement.

(c) Performance metrics. CI Web Group may publish aggregated or specific performance metrics for work performed for you (including search rankings, traffic, leads, conversions, AI search citations, and revenue uplift) in case studies and marketing materials. Where reasonably feasible, CI Web Group will share a case study with you prior to public release for factual review.

(d) Opt-out (limited). You may opt out of being identified by name or logo by written notice to legal@ciwebgroup.com. The opt-out applies prospectively to new publications; it does not require removal of previously published materials, and it does not affect CI Web Group's continuing right to display, reproduce, and discuss the underlying public work product in anonymized or de-identified form for the purposes described in subsections (b) and (c).

(e) Client use of CI Web Group marks. You may not use CI Web Group's name, logo, trademarks, service marks, or trade names — or any name, logo, trademark, service mark, or trade name of any CI Web Group product, platform, or service (including Hydra OS, Cortex AI, AI Local, Pulse, OnePath.AI, and CI Agents) — in any advertising, marketing, public statement, press release, social media post, or other materials without CI Web Group's prior written consent.

(f) Reservation. Each party retains all right, title, and interest in its own marks. Limited use rights granted in this Section terminate on termination of the Agreement, except as expressly stated to survive.

26. Non-Solicitation of Staff

During the term of the Agreement and for twelve (12) months thereafter, you will not, directly or indirectly, solicit for employment or engagement any CI Web Group employee, contractor, or consultant with whom you had material contact through the Services. General job postings, recruitment-agency searches not targeted at CI Web Group, and unsolicited applications by such personnel are not violations. A violation entitles CI Web Group to liquidated damages equal to fifty percent (50%) of the personnel's annual base compensation, recognizing that actual damages are difficult to calculate and this amount is a reasonable estimate.

27. Export Controls; Sanctions; Anti-Corruption

You represent and warrant that: (a) you are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions (currently Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions); (b) you are not identified on any U.S. Government restricted-party list (including OFAC SDN, BIS Entity List, or State Department lists); (c) you will not use the Services in violation of U.S. export-control laws, the Export Administration Regulations, the International Traffic in Arms Regulations, OFAC sanctions, or equivalent laws of any other jurisdiction; and (d) you will not offer or provide any payment, gift, or benefit to any government official in violation of the U.S. Foreign Corrupt Practices Act or similar anti-bribery law.

28. Dispute Resolution; Arbitration; Class-Action Waiver

Please read carefully — these provisions affect your legal rights.

(a) Informal resolution. Before filing a claim, the parties shall attempt in good faith to resolve any dispute through a thirty (30) day informal negotiation initiated by written notice to legal@ciwebgroup.com.

(b) Binding arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement, the Services, or the Sites that cannot be resolved informally shall be resolved exclusively by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules (or Consumer Arbitration Rules if applicable). Arbitration shall be conducted in Harris County, Texas, by a single arbitrator. The arbitrator's award shall be final and may be entered as a judgment in any court of competent jurisdiction.

(c) Class-action waiver. The parties waive any right to bring or participate in any class, collective, mass, or representative proceeding. Disputes must be brought on an individual basis only. The arbitrator may not consolidate claims or preside over any class or representative action.

(d) California public injunctive relief. Notwithstanding subsection (c), to the extent a claim seeks public injunctive relief under California law and such relief is non-waivable, that specific claim for public injunctive relief may proceed in court after arbitration of all other claims; the remainder of this Section 28 remains enforceable.

(e) Jury-trial waiver. The parties waive any right to trial by jury to the maximum extent permitted by law.

(f) Exceptions. Either party may bring an action in court for (i) injunctive relief to protect intellectual property, Confidential Information, non-solicitation, or trademark rights, (ii) collection of undisputed fees, or (iii) small-claims court actions within that court's jurisdiction.

(g) Opt-out. You may opt out of this arbitration provision by sending written notice to legal@ciwebgroup.com within thirty (30) days of first accepting these Terms, stating your name, contact information, and intent to opt out. Opting out does not affect any other provision.

29. Governing Law; Venue

These Terms are governed by the laws of the State of Texas, without regard to conflict-of-laws principles. Subject to Section 28, the state and federal courts located in Harris County, Texas have exclusive jurisdiction over any matter not subject to arbitration. The parties expressly disclaim the application of the United Nations Convention on Contracts for the International Sale of Goods.

30. DMCA / Copyright Takedown

If you believe content on the Sites infringes your copyright, send a notice meeting 17 U.S.C. § 512(c)(3) requirements to:

Designated DMCA Agent CI Web Group, Inc. Attn: DMCA Agent 3120 PMB 92129, Suite 100 Houston, Texas 77098 Email: dmca@ciwebgroup.com

We will respond consistent with the DMCA. Repeat infringers' access may be terminated.

31. Force Majeure

Neither party is liable for failure or delay caused by events beyond reasonable control, including acts of God, war, terrorism, civil unrest, government action, pandemic, natural disaster, internet or utility outages, cyberattacks, AI Provider outages, or sub-processor failures. The party affected will use commercially reasonable efforts to mitigate. This Section is in addition to, and not in limitation of, Section 18 (External Changes).

32. Modifications

We may modify these Terms at any time and in our sole discretion. The current version is always available at https://ciwebgroup.com/legal/terms, which is linked from the footer of ciwebgroup.com. Modifications are effective immediately upon posting unless we specify a later effective date. It is your responsibility to review these Terms periodically. Your continued use of the Sites or Services after a modification is posted constitutes acceptance of the modified Terms. We may, at our discretion and as a courtesy, notify you of material changes by email or in-product notice, but we are not obligated to do so. Prior versions are maintained at https://ciwebgroup.com/legal/archive.

33. General

• Notice to CI Web Group. Legal notices must be sent to legal@ciwebgroup.com and by mail to: CI Web Group, Inc., 3120 PMB 92129, Suite 100, Houston, Texas 77098.
• Notice to you. Notices may be sent to your account email and are deemed received on transmission.
• Severability. If any provision is held unenforceable, the remainder remains in full force and effect, and the unenforceable provision shall be reformed to the minimum extent necessary to make it enforceable.
• No waiver. Failure to enforce any right is not a waiver of that or any other right.
• Assignment. You may not assign this Agreement without our prior written consent (except to a successor in a merger or sale of substantially all assets, and only if the successor agrees in writing to be bound). We may assign freely.
• Entire agreement. This Agreement, together with the MSA (if any), SOW (if any), and Privacy Policy, is the entire agreement on its subject and supersedes prior agreements, representations, proposals, and communications. For Clients without an MSA, these Terms are the entire agreement.
• Relationship. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, fiduciary, or employment relationship.
• No third-party beneficiaries.
• Headings. Section headings are for convenience only and do not affect interpretation.
• Attorneys' fees. In any action to enforce this Agreement, the prevailing party is entitled to recover reasonable attorneys' fees and costs.
• Construction. The parties have been represented by counsel or have had the opportunity to do so; this Agreement shall not be construed against either party as drafter.

34. Contact

CI Web Group, Inc. 3120 PMB 92129, Suite 100 Houston, Texas 77098 Phone: (877) 839-1122

• Legal: legal@ciwebgroup.com
• Billing: billing@ciwebgroup.com
• Privacy: privacy@ciwebgroup.com
• Security: security@ciwebgroup.com
• DMCA: dmca@ciwebgroup.com
• Accessibility: accessibility@ciwebgroup.com