This Service Agreement governs services provided by WP Site Mason LLC, including services offered under the Spark Systematic and Westover Web brands (“Company,” “we,” “us,” or “our”).

By accepting an estimate or proposal, completing our onboarding process, checking a box indicating your agreement to these terms, making payment for Services, or otherwise authorizing us to begin work, you agree to this Agreement.

Your accepted estimate, proposal, order, or similar document (“Estimate”) identifies the specific services you are purchasing, the applicable fees, and any service-specific scope or terms. The Estimate is incorporated into this Agreement by reference.

Only the Service-Specific Terms applicable to the Services you purchase apply to you.

1. Services and Scope

Spark provides website development, website hosting and support, marketing technology, CRM and automation services, search engine optimization, advertising management, consulting, and related digital services (“Services”).

The specific Services purchased by Client, along with pricing and any specific deliverables, will be identified in Client’s accepted Estimate.

Unless specifically included in the Estimate, a service, feature, deliverable, revision, integration, campaign, or other item is not included in the scope of Services.

Requests outside the agreed scope may require an additional estimate or may be billed at Spark’s then-current hourly rate after notice to Client.

Changes to Services

Technology, software, vendors, and marketing platforms change frequently. Spark may make reasonable changes to the methods, tools, platforms, vendors, or processes used to provide the Services so long as those changes do not materially reduce the core Services Client has purchased.

2. Client Responsibilities

Client agrees to reasonably cooperate with Spark and provide the information and access necessary to perform the Services.

Client is responsible for:

• providing accurate and current business information;
• providing requested content, photographs, logos, branding materials, approvals, and feedback;
• providing access to websites, domains, software, advertising accounts, social media accounts, business listings, and other systems when reasonably required;
• reviewing materials and providing approvals in a timely manner;
• ensuring information, claims, prices, promotions, policies, and other business information supplied to Spark are accurate;
• obtaining any licenses, permissions, releases, or rights necessary for materials Client provides to Spark; and
• complying with laws and regulations applicable to Client’s business and use of the Services.

Project timelines depend upon Client’s cooperation. Any estimated completion date begins only after Spark has received the information, access, content, approvals, and payments reasonably necessary to begin or continue the work.

Client delays may extend project timelines.

3. Fees, Billing, and Payment

3.1 Fees

Fees are stated in Client’s Estimate.

Services may include one-time project fees, setup fees, recurring monthly or annual fees, usage-based charges, third-party costs, or a combination of these.

Unless otherwise stated, all fees are in U.S. dollars.

3.2 Recurring Services

Recurring Services are billed in advance according to the billing schedule shown in Client’s Estimate.

By purchasing recurring Services and providing a payment method, Client authorizes Spark and its payment processors to automatically charge applicable recurring fees and authorized usage charges to the payment method on file.

Recurring Services continue until canceled in accordance with this Agreement or any different cancellation terms stated in Client’s Estimate.

3.3 Failed or Late Payments

If a payment fails or becomes past due, Spark may retry the payment method on file and contact Client regarding payment.

Spark may suspend Services when an account is more than 30 days past due.

Suspension may include website hosting, software access, marketing campaigns, automation, CRM access, email or messaging services, support, or other Company-controlled Services.

Suspension does not eliminate amounts already owed.

If an account remains unpaid for 60 days or more, Spark may terminate Services.

3.4 Third-Party and Usage Charges

Some Services may involve separate charges from third parties or usage-based costs, including advertising spend, telephone or SMS usage, email usage, domain registrations, premium software, stock media, printing, postage, or other external services.

Unless expressly included in the Estimate, these costs are Client’s responsibility.

Spark will make reasonable efforts to disclose significant third-party costs before incurring them on Client’s behalf.

4. Cancellation and Termination

4.1 Cancellation by Client

Unless a different cancellation requirement is stated in Client’s Estimate, Client may cancel recurring Services by providing 30 days’ written notice.

Service and billing will continue during the applicable notice period.

Cancellation of one Service does not automatically cancel other Services Client may purchase from Spark.

4.2 Prepaid and Project Fees

Fees for work already performed are non-refundable.

Setup fees and project payments are generally non-refundable once work has begun because Spark allocates staff time, performs setup work, configures systems, and may incur expenses immediately after a project is authorized.

Prepaid recurring Services remain available through the applicable prepaid service period unless otherwise stated.

4.3 Termination by Spark

Spark may terminate recurring Services with 30 days’ written notice.

Spark may suspend or terminate Services immediately for cause, including:

• non-payment;
• material breach of this Agreement;
• unlawful or fraudulent use of the Services;
• misuse of Company or third-party systems;
• activity that jeopardizes platform accounts, sending reputation, systems, employees, vendors, or other clients; or
• threatening, abusive, or seriously disruptive conduct toward Company personnel.

4.4 Effect of Termination

Upon termination, Client remains responsible for amounts owed through the effective termination date and any applicable notice period.

Where reasonably available, Client may request export or transfer of Client Data as described in Section 6.

Spark is not required to continue hosting, software access, licensing, maintenance, support, or other Services after termination.

5. Ownership and Intellectual Property

5.1 Client Property

Client retains ownership of all materials Client provides to Spark, including business names, trademarks, logos, photographs, customer information, existing content, and other Client-owned materials.

Client grants Spark permission to use those materials as reasonably necessary to provide the Services.

Client represents that it has the right to provide and authorize use of those materials.

5.2 Client Deliverables and Configurations

After full payment, Client owns final deliverables created specifically for Client as part of the Services, including, where applicable:

• websites and website content;
• custom graphics and designs;
• landing pages and funnels;
• forms and surveys;
• CRM pipelines;
• automation workflows;
• email and SMS sequences;
• marketing copy;
• AI agent configurations;
• Client-specific prompts and instructions; and
• other custom configurations or materials created specifically for Client.

Where supported by the applicable platform, Client may export, copy, transfer, or continue using these assets after termination.

Some assets may depend upon third-party software, licenses, integrations, or platform functionality, and Spark cannot guarantee that transferred assets will function identically outside the environment in which they were created.

5.3 Spark Intellectual Property and Reuse Rights

Spark retains ownership of its pre-existing and reusable intellectual property, including:

• software and code libraries;
• templates;
• frameworks;
• processes and methodologies;
• reusable automation components;
• prompts and prompt structures;
• internal documentation;
• marketing systems;
• configurations;
• development techniques;
• operational processes;
• internal tools;
• know-how.

Client ownership of a deliverable does not create exclusivity.

Spark may reuse, adapt, reproduce, recreate, or develop substantially similar websites, workflows, funnels, email sequences, forms, automations, marketing structures, layouts, processes, prompts, or other materials for other clients.

Spark will not reuse Client-owned trademarks, logos, confidential information, proprietary business data, uniquely branded creative assets, or other materials in a manner that infringes Client’s intellectual property rights or falsely suggests an affiliation with Client.

Nothing in this Agreement prevents Spark from applying knowledge, skills, techniques, ideas, concepts, processes, or experience gained while providing Services to Client in work performed for other clients.

5.4 Third-Party Materials

Software, themes, plugins, fonts, images, applications, APIs, hosting services, and other third-party materials remain subject to the ownership and licensing terms of their respective providers.

Client receives only those rights permitted under the applicable third-party license.

5.5 Portfolio Rights

Unless Client requests otherwise in writing, Spark may display Client’s publicly available website, branding, designs, or other completed work as examples of Spark’s work in portfolios, case studies, proposals, websites, and promotional materials.

Spark will not disclose Client confidential information for this purpose.

6. Client Data and Platform-Dependent Assets

6.1 Client Data

Client retains ownership of its customer, prospect, contact, and business data (“Client Data”).

Client authorizes Spark and its service providers to store, process, transmit, and use Client Data as reasonably necessary to provide the Services.

6.2 Platform-Dependent Services

Certain Services are created or operated inside software platforms provided or managed by Spark or third parties.

These may include:

• CRM records;
• pipelines;
• forms;
• calendars;
• funnels;
• automation workflows;
• email sequences;
• SMS campaigns;
• telephone services;
• AI agents;
• chat systems;
• reputation management systems; and
• integrations.

Some platform configurations cannot operate independently of the platform in which they were created.

6.3 Data Export and Transition

After termination and payment of outstanding amounts, Client may request export or transfer of Client Data and Client-owned deliverables or configurations, including workflows, funnels, pipelines, forms, email sequences, and similar assets, where supported by the applicable platform.

Spark will make reasonable efforts to facilitate standard exports or transfers. Some assets may depend upon third-party software, licenses, integrations, or platform functionality and may not function identically after transfer.

Migration, reconstruction, custom export, or transition assistance beyond Spark’s standard transfer process may be billed at Spark’s then-current hourly rate.

7. Marketing, Email, SMS, Telephone, and Customer Communications

Some Spark Services allow Client to communicate with customers and prospects through email, SMS, telephone calls, voicemail, social messaging, automated workflows, or other communication channels.

Client is responsible for the legality of its communications and the contacts it places into or connects to Spark systems.

Client represents and agrees that it will:

• have the lawful right to collect, store, upload, and use contact information provided to Spark;
• obtain any consent or permission required before sending marketing or automated communications;
• honor opt-out, unsubscribe, and consent-revocation requests;
• provide accurate sender and business information;
• use purchased contact lists only when legally permitted;
• avoid misleading, deceptive, harassing, unlawful, or abusive communications; and
• comply with laws and regulations applicable to its communications.

Spark may provide forms, consent language, opt-out tools, workflows, templates, recommendations, or other features intended to assist Client, but these tools do not constitute legal advice and do not guarantee legal compliance.

Spark may suspend messaging or other communication Services if Spark reasonably believes Client’s activity creates legal, regulatory, carrier, platform, deliverability, or reputational risk.

8. Artificial Intelligence and Automated Systems

Some Services may use artificial intelligence, machine learning, automated decision-making, or generative AI.

These tools may be used for activities such as:

• drafting content;
• responding to website visitors;
• answering customer questions;
• categorizing leads;
• summarizing conversations;
• suggesting responses;
• generating marketing materials;
• assisting with workflows; or
• performing other automated functions.

AI-generated or automated output may occasionally be inaccurate, incomplete, outdated, inappropriate, or inconsistent.

Client is responsible for reviewing important AI-generated content and for determining whether automated systems are appropriate for Client’s business.

Client should not rely solely upon Spark’s AI tools for legal, medical, financial, safety-critical, regulatory, or other professional decisions requiring qualified human judgment.

Spark does not guarantee the accuracy or reliability of AI-generated output.

9. Third-Party Platforms and Services

Spark relies on third-party providers to deliver portions of its Services.

These may include web hosts, software platforms, cloud providers, domain registrars, telecommunications carriers, email providers, artificial intelligence providers, advertising platforms, payment processors, analytics providers, search engines, and other vendors.

Spark does not control these third parties and cannot guarantee their:

• uptime;
• availability;
• security;
• performance;
• pricing;
• policies;
• APIs;
• features;
• account approval;
• account suspension decisions; or
• continued operation.

Spark is not responsible for outages, service interruptions, policy changes, platform restrictions, account suspensions, algorithm changes, API changes, or discontinued features caused by third-party providers.

Spark will make commercially reasonable efforts to address third-party issues affecting Client’s Services when reasonably possible.

10. Results and Performance

Spark will use commercially reasonable efforts and professional practices in providing the Services.

However, Spark does not guarantee any particular business or marketing result.

This includes guarantees regarding:

• search engine rankings;
• website traffic;
• advertising performance;
• leads;
• appointments;
• customer acquisition;
• conversion rates;
• reviews;
• sales;
• revenue;
• profitability; or
• return on investment.

Results depend upon many factors outside Spark’s control, including competition, market conditions, Client pricing and sales processes, advertising platforms, search engines, consumer behavior, Client responsiveness, third-party systems, and changes in technology.

Past results, examples, projections, forecasts, and case studies do not guarantee future performance.

Service-Specific Terms

The following sections apply only when Client purchases the applicable Service.

11. Spark Web — Website Development

This section applies when Client purchases website design or development.

11.1 Project Scope

The Estimate defines the general scope of the website project.

Unless specifically included, website development does not include unlimited revisions, custom software development, paid third-party software, photography, video production, extensive copywriting, advanced integrations, ecommerce configuration, data entry, SEO campaigns, or ongoing marketing.

11.2 Client Content and Approvals

Client is responsible for supplying requested information and content unless content creation is specifically included in the Estimate.

Spark may use placeholder, licensed, stock, AI-assisted, or Client-provided materials while developing the website.

Client is responsible for reviewing the website before launch and notifying Spark of material factual errors or required changes.

Client approval or authorization to launch constitutes acceptance of the website in its then-current form, subject to any ongoing support Services purchased by Client.

11.3 Timelines

Any stated completion date assumes timely Client cooperation.

Delays in content, access, approvals, payments, or feedback may extend the timeline.

11.4 Domains and Accounts

Whenever practical, Client should own or control its primary domain registration and key business accounts.

If Spark registers or administers a domain or account on Client’s behalf, Spark will reasonably assist with transferring control after termination and payment of outstanding amounts, subject to third-party limitations.

12. Spark Web — Hosting and Support

This section applies when Client purchases ongoing website hosting, maintenance, or support.

12.1 Hosting and Maintenance

Spark may provide hosting directly or through third-party infrastructure.

Hosting Services may include software updates, backups, security monitoring, performance maintenance, and other features described in Client’s Estimate or current Service description.

12.2 Website Support

Website Support includes routine assistance with the existing website, including minor content changes, troubleshooting, configuration assistance, and other reasonable updates to existing website functionality.

Website Support does not include substantial redesigns, creation of new sections or functionality, custom programming, extensive content entry, large-scale content changes, new integrations, or other work that constitutes a new development project.

Spark will use reasonable judgment in determining whether a request falls within Website Support. If a request falls outside the included support scope, Spark will notify Client before performing billable work and may provide an estimate or bill the work at Spark’s then-current hourly rate.

12.3 Security and Availability

Spark uses reasonable practices intended to maintain website security and availability but cannot guarantee that any website will be uninterrupted, error-free, immune from hacking, malware, data loss, software conflicts, or third-party outages.

13. Spark One — Marketing Platform and Automation

This section applies when Client purchases Spark One or related CRM, automation, lead-management, communication, or marketing technology Services.

13.1 Platform Access

Spark One may include access to software and features such as:

• customer relationship management tools;
• pipelines;
• forms;
• landing pages or funnels;
• calendars;
• workflows;
• email;
• SMS;
• telephone services;
• missed-call automation;
• reputation management;
• social or messaging tools;
• AI chat or AI agents; and
• integrations.

Specific features included in Client’s plan are determined by the Estimate and current plan description.

13.2 Platform Changes

Spark may add, replace, modify, or discontinue individual platform features as technology and third-party providers change.

Spark will make reasonable efforts to maintain the overall functionality of the purchased Service but does not guarantee that every individual feature will remain available indefinitely.

13.3 Usage Charges

Certain features may create variable charges based on usage, including telephone calls, telephone numbers, SMS messages, email volume, AI usage, premium workflow actions, or third-party services.

Unless expressly included in Client’s plan, Client is responsible for those charges.

13.4 Client Administration

Client is responsible for its employees, contractors, users, passwords, contact data, communication activity, and other use of its Spark One account.

Client must promptly notify Spark if it becomes aware of unauthorized account access or misuse.

14. Search Engine Optimization

This section applies when Client purchases ongoing SEO Services.

Spark may perform activities such as technical optimization, keyword research, content optimization, local search work, website changes, reporting, business listing optimization, content creation, or other SEO activities described in Client’s Estimate.

Client authorizes Spark to make reasonable website and content changes necessary to perform SEO Services.

Search engines independently determine whether, how, and where websites appear in search results.

Spark does not guarantee:

• indexing;
• ranking for any particular keyword;
• first-page placement;
• a specific position;
• maintenance of an existing position;
• traffic volume; or
• leads or revenue resulting from organic search.

Search engine algorithms, policies, indexing decisions, competitors, websites, local listings, and other factors may change without notice.

Client agrees not to intentionally overwrite or reverse SEO work performed by Spark without first discussing the change with Spark. Reconstruction of work altered or removed by Client or another provider may require additional charges.

15. Advertising Management

This section applies when Client purchases advertising strategy, setup, or management.

Advertising spend is separate from Spark’s management fees unless expressly stated otherwise.

Client authorizes Spark to create, modify, manage, and optimize advertising campaigns within the scope of the purchased Service.

Advertising platforms make independent decisions regarding campaign approval, account approval, ad delivery, pricing, targeting options, policy enforcement, and account suspension.

Spark does not guarantee:

• advertisement approval;
• cost per click;
• cost per lead;
• lead volume;
• conversion rate;
• customer acquisition cost;
• revenue; or
• return on advertising spend.

Client is responsible for the accuracy and legality of claims, pricing, offers, products, and services promoted in its advertisements.

General Legal Terms

16. Confidentiality

Each party may receive confidential or proprietary information belonging to the other.

Both parties agree to use reasonable care to protect confidential information and to use it only as necessary to perform or receive the Services.

Spark may disclose Client information:

1. to employees, contractors, and service providers who require it to provide the Services;
2. when Client authorizes disclosure; or
3. when disclosure is required by law.

These obligations survive termination of this Agreement.

17. Disclaimer of Warranties

Except as expressly stated in this Agreement, Services are provided on an “as is” and “as available” basis.

To the maximum extent permitted by law, Spark disclaims warranties that are not expressly stated in this Agreement, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Spark does not warrant that the Services will be uninterrupted or error-free or that they will achieve any particular business result.

18. Limitation of Liability

To the maximum extent permitted by law, Spark’s total cumulative liability arising out of or relating to this Agreement or the Services will not exceed the amount Client paid to Spark during the 12 months immediately preceding the event giving rise to the claim.

To the maximum extent permitted by law, Spark will not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, including lost profits, lost revenue, lost business opportunity, loss of goodwill, or loss of data, even if advised that such damages were possible.

These limitations apply regardless of the legal theory asserted.

19. Client Indemnification

Client agrees to defend, indemnify, and hold harmless Spark, its owners, employees, contractors, and affiliates from third-party claims, damages, liabilities, penalties, and reasonable expenses arising from:

• materials or information supplied by Client;
• Client’s products, services, business practices, or representations;
• Client’s unlawful use of the Services;
• Client’s customer or prospect communications;
• Client’s failure to obtain required permissions or consent;
• Client’s infringement of intellectual property or privacy rights; or
• Client’s material breach of this Agreement.

20. Communications and Notices

Client authorizes Spark to send communications reasonably related to the business relationship, including project updates, service notifications, invoices, account notices, maintenance information, and changes affecting the Services.

Formal cancellation or termination notices may be provided by email.

Client is responsible for maintaining an accurate primary email address with Spark.

21. Changes to This Agreement

Spark may update this Agreement periodically to reflect changes in Services, technology, law, providers, or business practices.

The version accepted by Client governs the Services at the time of acceptance.

For ongoing Services, Spark may make reasonable operational changes without additional acceptance.

If Spark makes a material change to the contractual terms governing an existing recurring Service, Spark will provide reasonable advance notice before the change becomes applicable to that Service.

Continued use of recurring Services after the effective date of a properly noticed change constitutes acceptance of the updated Agreement to the extent permitted by law.

22. Entire Agreement and Order of Precedence

This Agreement, together with Client’s accepted Estimate and any expressly incorporated documents, constitutes the entire agreement between Client and Spark regarding the Services.

If there is a conflict between documents, the following order controls:

1. specific terms expressly stated in Client’s Estimate;
2. the applicable Service-Specific Terms in this Agreement; and
3. the General Terms of this Agreement.

A Client purchase of additional Services may be documented through a new accepted Estimate without requiring a new Service Agreement unless Spark specifically requires one.

23. Independent Contractor

Spark is an independent contractor.

Nothing in this Agreement creates an employment, partnership, franchise, fiduciary, agency, or joint venture relationship between Spark and Client.

24. Assignment

Client may not assign this Agreement without Spark’s written consent.

Spark may assign this Agreement to an affiliated entity, successor, purchaser, or entity acquiring substantially all of the applicable business or assets.

25. Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in effect to the fullest extent permitted by law.

26. Waiver

Failure by either party to enforce a provision of this Agreement does not waive that party’s right to enforce the provision later.

27. Governing Law

This Agreement is governed by the laws of the State of Alabama, without regard to conflict-of-law principles.

28. Electronic Acceptance

Client agrees that electronic acceptance of this Agreement has the same effect as signing a written agreement.

Electronic acceptance may include checking an agreement checkbox, clicking an acceptance button, electronically approving an Estimate, completing Spark’s onboarding process, or another affirmative electronic action indicating acceptance.

Spark may maintain records showing the date, time, email address, account, Agreement version, Estimate, and other information associated with Client’s acceptance.

Acceptance

By purchasing Services from Spark Systematic and affirmatively accepting this Agreement, Client acknowledges that:

• Client has had an opportunity to review this Agreement;
• Client agrees to the General Terms;
• Client agrees to the Service-Specific Terms applicable to the Services identified in Client’s accepted Estimate; and
• Client has authority to enter into this Agreement on behalf of the business purchasing the Services.