Build Agreement

Preamble

This Build Agreement (the Build Agreement) is between:

Eveneer Solutions LLC, a Wyoming limited liability company with its registered office at 30 N Gould St, STE R, Sheridan, WY 82801, USA (Eveneer, “we”, “us”, “our”); and

the business that accepts this Build Agreement (the Client, “you”, “your”).

Locally 360 is the name of the platform through which Eveneer provides the Build. Eveneer Solutions LLC is the contracting party. Where the Locally 360 platform, the Locally 360 website or any Eveneer communication refers to “Locally 360”, it means Eveneer Solutions LLC.

This Build Agreement takes effect on the date you accept it at checkout for a Site, and applies to the Build you order for that Site.

Build Agreement version: the version number printed at the head of this Build Agreement. This is version 1.1.0. Eveneer gives every version of this Build Agreement it publishes its own version number, in the form major.minor.patch, for example 1.0.0. Each acceptance is stamped with the version number accepted. The version accepted for a Build is recorded in the Order Record under clause 3.4(a), and Eveneer keeps a cryptographic hash of the exact document accepted, Order Record included.

Background

(A) The Client has an Account on the Locally 360 Platform and has accepted the Subscription Agreement for the Site.

(B) The Subscription is what provisions the Site, the Theme and the hosting from which a built site is served. Without an active Subscription there is nothing for a Build to be delivered into. An active Subscription is therefore a precondition to ordering a Build.

(C) The Client wants to buy a one off site build service for that Site, for a fixed fee. This Build Agreement sets out the terms of that service.

Summary of the key terms

This summary is provided so the main commercial points are visible in one place. It is a summary only. It does not vary the numbered clauses, and if it differs from them the numbered clauses govern.

1. Definitions and interpretation

1.1 Capitalised terms used in this Build Agreement and not defined in it have the meaning given to them in the clause of the Subscription Agreement titled “Definitions”.

1.2 In this Build Agreement the following capitalised terms have these meanings.

Balance means the Build Fee less the Upfront Amount.

Build means the one off site build service Eveneer performs for one Site under this Build Agreement. A Build is either a Scratch Build or a Migration.

Build Acceptance means acceptance of the Build under clause 7.6, clause 7.7 or clause 7.8. “Accepted” is construed accordingly.

Build Fee means the total amount payable for the Build, as stated in the Order Record. The Build Fee includes any Agency or ISA markup.

Build Work Product means everything Eveneer creates in the Staging Environment for the Build, including pages, copy, selected Stock Images, settings, the redirect map and search artefacts.

Existing Site means the publicly available website identified by the Client when it orders a Migration.

Migration means the Build type described in clause 5.5.

Order Record means the record the Locally 360 Platform creates when the Client accepts this Build Agreement, described in clause 3.4.

Payment in Full means, in the full upfront model, Build Acceptance, and in the split model, Eveneer’s receipt of the Balance in full.

Preview means the Build Work Product as first delivered to the Client for review under clause 7.4.

Preview URL means the public web address, on a hostname Eveneer controls, at which Eveneer makes the Preview and any revised Site available for the Client to review. Anyone who has the Preview URL can view what it shows.

Push means the transfer of the Build Work Product from the Staging Environment into the Client’s Site. A Push replaces the content of the Site and keeps the same Site record, Subscription and Platform Subdomain. “Pushed” is construed accordingly.

Revision Window means the period described in clause 7.5.

Scratch Build means the Build type described in clause 5.3.

Staging Environment means the Eveneer controlled environment, served from a hostname Eveneer controls, in which Eveneer performs Build work and delivers the Preview. The Staging Environment is not the Client’s Site.

Subscription Agreement means the Locally 360 Subscription Agreement in force between Eveneer and the Client for the Site.

Transfer Approval means the Client’s approval of the Build Work Product and acceptance of its transfer into the Site, given under clause 9.1.

Upfront Amount means the part of the Build Fee payable before the Build starts under the split payment model, as stated in the Order Record.

1.3 A period expressed in days means calendar days unless it is expressed in Business Days. Every time, date and deadline in this Build Agreement is in Pacific Time, the local time in Los Angeles, California, including daylight saving time, and a day begins and ends at midnight Pacific Time.

1.4 Where a period in clause 7 runs from delivery of the Preview, the day the Preview is delivered is day 0 and the next day is day 1.

1.5 “Including” means “including without limitation”. Headings are for convenience and do not affect interpretation.

1.6 A reference to a numbered provision of the Subscription Agreement is to that provision in version 1.1.0 of the Subscription Agreement, and names the clause it sits in by that clause’s title. If the Subscription Agreement is renumbered, the reference is to the provision on the same subject in the clause with that title.

2. Relationship to the Subscription Agreement

2.1 The Client may only order a Build for a Site that is subject to an active Subscription. A Build is ordered from inside a Site that already exists on the Locally 360 Platform. There is no other route to order a Build. A Build ordered together with the Subscription for a Site, and paid in the same payment, is ordered once that payment succeeds, and the Subscription starts first.

2.2 The Client creates the Site and accepts the Subscription Agreement before it orders a Build. Subscription billing starts at that point, under clause 10.2 of the Subscription Agreement (in the clause titled “Fees, payment and tax”).

2.3 Subscription Fees run throughout the Build and are payable in full whatever stage the Build has reached. A Build in progress is not a reason to withhold a Subscription Fee.

2.4 Carve-out from the entire agreement clause. The provision titled “Entire agreement” in the clause of the Subscription Agreement titled “General” does not apply to this Build Agreement. The two documents are read together. This Build Agreement is not replaced or excluded by that provision, and the Subscription Agreement is not replaced or excluded by clause 16.2 of this Build Agreement.

2.5 Order of precedence. On any matter concerning the Build, this Build Agreement prevails over the Subscription Agreement. On every other matter the Subscription Agreement prevails.

2.6 The following provisions of the Subscription Agreement apply to this Build Agreement as if set out in it, with references to “this Agreement” read as references to this Build Agreement. Each is identified by its title in the Subscription Agreement, not by its number, and the reference continues to apply if the Subscription Agreement is renumbered.

The provision titled “No third party beneficiaries” in the clause of the Subscription Agreement titled “General” is restated at clause 15.2 of this Build Agreement rather than applied by reference.

2.7 Clause 14.3 of the Subscription Agreement (in the clause titled “Content and intellectual property”) refers ownership of copy and images created for the Client in a paid build to this Build Agreement. Clause 10 of this Build Agreement is where that question is answered.

2.8 Nothing in this Build Agreement changes the Client’s obligations under Schedule B of the Subscription Agreement.

3. Ordering, acceptance and the Order Record

3.1 The Client orders a Build by accepting this Build Agreement at checkout on the Locally 360 Platform. The total price of the Build is displayed at the point of acceptance.

3.2 One acceptance covers the whole Build, including both payments where the Client chooses the split payment model. The Client is not asked to accept this Build Agreement again before the Balance falls due.

3.3 The Client must accept this Build Agreement itself. An Agency or an ISA may not accept it on the Client’s behalf and may not pay any part of the Build Fee on the Client’s behalf.

3.4 Eveneer records each acceptance in the Order Record. The Order Record contains:

(a) the version of this Build Agreement accepted;

(b) the date and time of acceptance;

(c) the Account and the Site the Build is ordered for;

(d) the identity of the person who accepted;

(e) the Build type ordered, Scratch Build or Migration;

(f) the Build Fee for that Build;

(g) the payment model, and where the model is split, the Upfront Amount and the Balance; and

(h) the document as it was shown to the person who accepted, a cryptographic hash of it, and the IP address and user agent from which acceptance was made.

3.5 The Order Record is the record of what the Client agreed to pay. The Build Fee, the Upfront Amount and the Balance are the amounts stated in the Order Record. If an invoice, a statement by any person, or any other document states a different amount, the Order Record prevails.

3.6 The person who accepts this Build Agreement warrants that they are authorised to bind the Client to it. If they are not, they accept it personally.

3.7 A price displayed at checkout is valid for 14 days from the day it is first displayed. After that the Client must start the order again, and the price displayed then applies. Once accepted, the Build Fee in the Order Record does not change.

3.8 This Build Agreement is accepted electronically and is binding without a handwritten signature. It has no signature block because the Client accepts it by the click at checkout. The provisions on electronic acceptance, consent to transact electronically and the record of acceptance in the clause of the Subscription Agreement titled “Acceptance, authority and electronic contracting” apply to this Build Agreement. Clause 10.8 is the one exception. Eveneer signs clause 10 electronically for the purpose stated there.

3.9 Eveneer keeps the Order Record for as long as the Account exists and for at least two years afterwards.

4. Build Fee, payment and tax

4.1 The Build Fee is the single total amount stated in the Order Record. It is charged as one amount. It is not broken into separate line items, and no part of it is identified separately to the Client as an Agency or ISA markup.

4.2 Eveneer is the seller of record for the Build, for the whole of the Build Fee including any markup. Eveneer contracts with the Client for the Build, books the whole Build Fee as its own revenue, and carries refund and chargeback liability for it. Any amount Eveneer pays an Agency or an ISA in connection with the Build is a commission paid under a separate agreement between Eveneer and that Agency or ISA. It is not money collected by Eveneer on their behalf.

4.3 The Client pays the Build Fee under one of two models, as stated in the Order Record:

(a) full upfront, where the whole Build Fee is paid before the Build starts; or

(b) split, where the Upfront Amount is paid before the Build starts and the Balance is invoiced and paid under clause 4.5.

4.4 In the split model the Upfront Amount is not less than 200 US dollars. The exact Upfront Amount for a Build is the amount stated in the Order Record.

4.5 When the Balance is paid. In the split model:

(a) Eveneer issues the invoice for the Balance when the Build is accepted: at the Client’s Transfer Approval where clause 7.6(a) applies, on day 5 where clause 7.6(b) applies, and on delivery of the revised Site where clause 7.7 applies;

(b) the Balance is due 7 days after the date the invoice is issued, and Eveneer charges it to the Client’s card on file on that date;

(c) if the Balance is not paid by the due date, Eveneer sends the Client a notice. The Client then has 7 more days from the due date to pay, so 14 days from the invoice date in total. If Eveneer sends the notice later than the day after the due date, the 7 days run from the date of the notice instead;

(d) if the Balance is still unpaid at the end of the period in paragraph (c), clause 11.6 applies; and

(e) no invoice while Eveneer is late. If Eveneer has not delivered the revised Site by the end of day 7, no invoice for the Balance is issued until Eveneer delivers it, and paragraphs (b) to (d) then run from the date of that invoice. This applies whether or not the Client gives notice under clause 11.3.2. If the Client gives notice under clause 11.3.2 and Eveneer does not deliver within the period in that clause, clause 11.3.3 applies and the Balance is not payable.

4.6 All payments under this Build Agreement are made by card, through Eveneer’s payment processor, Stripe, against an invoice issued by Eveneer. The Upfront Amount, or the Build Fee when it is paid in full, is paid when the Build is ordered: in the same payment as the first Subscription Fee when the Build is ordered with the Subscription, and otherwise by a charge to the Client’s card on file when the Client accepts this Build Agreement. The Balance is charged under clause 4.5(b). By accepting this Build Agreement the Client authorises those charges to its card on file.

4.7 The Build Fee is exclusive of sales tax and of any other tax or duty on the supply. The Client is responsible for any such tax charged, and Eveneer may add it to an invoice or charge. Eveneer calculates the tax from the Client’s billing address and adds it to each Build Fee invoice, in each jurisdiction where Eveneer is registered to collect it. If a tax authority later assesses tax on a Build the Client has already paid for, the Client will pay that amount to Eveneer on demand.

4.8 All amounts are in US dollars.

4.9 Card disputes.

(a) If the Client disputes a charge under this Build Agreement with its card issuer, Eveneer may suspend the Service and the Build immediately and without notice, except where paragraph (d) applies. Eveneer will restore them when the disputed amount has been repaid in full. Eveneer charges no administrative fee for a chargeback. The Client should contact Eveneer at support@locally360.app before raising a chargeback, and this clause applies whether or not it does.

(b) Nothing in this Build Agreement or the Subscription Agreement requires the Client to give up any right it has to dispute a charge with its card issuer.

(c) A charge under this Build Agreement that was due remains payable after a chargeback. While it is unpaid the Client is in breach of this Build Agreement, and Eveneer may cancel the Build under clause 11.5. Paragraph (d) is the exception.

(d) Where Eveneer has failed to deliver. Where the Client disputes a Build charge because of a failure to deliver under clause 11.3.1 that is continuing when the dispute is raised, Eveneer will not cancel the Build because of that dispute, and the Client keeps its rights under clause 11.3. Eveneer will not suspend the Service or the Build because of that dispute while the failure to deliver continues, that is, until Eveneer delivers what is late or the Build ends. Any amount the Client recovers through its card issuer counts toward what Eveneer owes the Client under clause 11.3.3 or clause 11.4, so that the Client is not paid twice.

(e) Disputes do not cross over. Eveneer will not terminate the Subscription because the Client disputed a charge under this Build Agreement. Eveneer will not cancel the Build because the Client disputed a Subscription Fee. Before Push, Eveneer may suspend the Service because of a dispute about a Subscription Fee, under clause 10.8 of the Subscription Agreement (in the clause titled “Fees, payment and tax”), and clause 11.7.1 then applies to the Build. Eveneer will not terminate the Subscription before Push because of that dispute alone. A Subscription Fee that was due remains payable. If it stays unpaid, the terms of the Subscription Agreement on non-payment and breach apply, and clause 11.7.2(c) applies to a termination under them.

4.10 The Build Fee stated in the Order Record is confidential information of Eveneer for the purposes of the clause of the Subscription Agreement titled “Confidentiality”.

4.11 The Upfront Amount is a deposit (urbun). In the split model the Upfront Amount is a deposit paid to secure the Build. It is forfeited if the Build does not complete for any of these reasons:

(a) the Client does not pay the Balance by the end of the period in clause 4.5(c), after Eveneer’s notice, see clause 11.6;

(b) the Client cancels the Build and does not withdraw the cancellation within 7 days of Eveneer’s notice confirming it, see clause 11.2;

(c) Eveneer cancels the Build for the Client’s breach, see clause 11.5. That cancellation is final, and no notice or cure period applies; or

(d) the Subscription ends in a way that clause 11.7 treats as a cancellation by the Client.

It is not forfeited, and is refunded, where clause 11.3.3 or clause 11.4 applies. This clause is shown to the Client at checkout, before the Client accepts this Build Agreement.

4.12 Why these amounts are kept.

(a) Eveneer starts work on a Build as soon as the Build clock starts, sets aside build capacity for the Client, and does most of the work in the first days.

(b) Cancelling is a right, on agreed terms. The Client’s right to cancel under clause 11.2, and to end its Subscription with the result in clause 11.7.2(b), is part of what the Client buys. Using it is not a breach of this Build Agreement. What the Client has paid, less any refund under clause 11.2.5, is the agreed price for Eveneer starting and committing to the Build, and the Client agrees that Eveneer keeps it if the Client uses that right.

(c) Where the Client is in breach. Where a Build ends under clause 4.11(a), clause 11.5 or clause 11.7.2(c), Eveneer’s loss is real but hard to measure. It includes the work already done, capacity that cannot be resold, third party costs, and any commission Eveneer owes for the Build. The parties agree that the amounts Eveneer keeps are a reasonable estimate of that loss, made when the Client accepts this Build Agreement, and are not a penalty. In the full upfront model, where the Build ends before Eveneer delivers the Preview, that amount is the 200 US dollars in clause 11.2.5.

(d) If a court or arbitrator treats an amount kept under paragraph (b) as damages, paragraph (c) applies to it in the same way.

(e) The amounts Eveneer keeps are the only compensation it may claim for the Build ending early. Eveneer will not also claim the Balance or damages for it. This does not limit clause 4.9(c) or clause 12.10.

5. What the Build is

5.1 Eveneer sells the construction of pages for a Site using components of the Theme the Client has selected. Content is generated as an input to that construction. It is not sold as a content writing, editorial, marketing or legal service, and Eveneer does not verify it. Clause 9 sets out how the Client checks and approves it.

5.2 There are two Build types, Scratch Build and Migration. The Client selects one when it orders. The Build Fee is the same for both. This Build Agreement covers only these two Build types. It does not cover moving a Site from one Theme to another, which is a different service and is not sold under this Build Agreement.

5.3 Scratch Build

5.3.1 A Scratch Build is a new site built for the Client from publicly available information about the Client’s business.

5.3.2 Eveneer builds up to 20 pages. The 20 page cap is a cap on the pages Eveneer builds. It is not a cap on the Site.

5.3.3 The 20 pages are normally made up of a home page, an about page, a services index, a contact page, six to eight individual service pages, service area pages and an FAQ page. That composition is indicative. The fixed limit is the total of 20 pages.

5.3.4 Service area pages are not separately capped. Any number of them may be built within the total of 20 pages.

5.3.5 Case study and project pages are not built. They need facts about individual jobs that Eveneer does not collect.

5.3.6 Blog posts and news posts are not built.

5.3.7 Legal pages are not built. Eveneer does not write or supply a privacy policy, terms of service, cookie policy, accessibility statement or any other legal text, and does not place one. This is consistent with clause 3.3(h) of the Subscription Agreement (in the clause titled “The Service”). The Client supplies its own legal pages and places them on the Site.

5.3.8 If the Client has not supplied a logo, the Build ships with a text wordmark made from the business name. The Client may supply a logo in the revision round under clause 8.

5.3.9 Any part of the 20 page allocation that is not used is consumed at delivery. It is not banked, carried forward or refunded.

5.4 Service area page standard

5.4.1 Where Eveneer builds service area pages, each one will carry materially distinct content. Eveneer will not build the same page repeatedly with only the place name changed.

5.4.2 This is a standard Eveneer applies to its own work. It exists so that Eveneer’s output does not have the character of the doorway site conduct that Schedule B2.5 of the Subscription Agreement prohibits the Client from engaging in. It is not a representation about how any search engine will treat any page.

5.5 Migration

5.5.1 A Migration rebuilds the content of the Client’s Existing Site into the Client’s selected Theme on the Locally 360 Platform.

5.5.2 Caps. Eveneer migrates up to 150 pages and posts in total.

5.5.3 Intake is by crawl only. Eveneer discovers content by crawling the public Existing Site. Eveneer does not accept, ask for or hold CMS, hosting or registrar credentials for a Migration. This is consistent with clause 6.6 of the Subscription Agreement (in the clause titled “Domains”).

5.5.4 Over cap. If the Existing Site is larger than the caps in clause 5.5.2, the excess is not migrated. Eveneer selects which pages to migrate by crawl priority. The Client may change that selection in the revision round under clause 8, within the caps.

5.5.5 Crawl gaps. Pages that are blocked from crawling, orphaned, or not linked from the public Existing Site are not discovered and are not migrated. Their URLs will serve the themed 404 page. Finding and reporting anything missing is the Client’s task during the Revision Window.

5.5.6 Design is not migrated. Layout, styling and structure do not carry across. The Site lands in the selected Theme and takes the appearance of that Theme.

5.5.7 Content is rebuilt, not copied. Content is re-extracted into Theme components. Copy is not byte identical to the Existing Site, and titles and headings may change. That is how a Migration works and is not a defect.

5.5.8 URLs and redirects. Migrated pages ship at their original paths. A migrated post ships under /blog/, and its original path redirects there with a 301 redirect. A path ending in index.html redirects to its page with a 301 redirect. A path that differs from a page’s path only by a query string or a trailing slash reaches the page at its path.

5.5.9 Search artefacts. Eveneer produces sitemap.xml, robots.txt, an IndexNow key and structured data as part of the Build.

5.5.10 Rankings. Eveneer preserves search rankings so far as the technical measures in clauses 5.5.8 and 5.5.9 allow. Eveneer does not guarantee that rankings are retained. Movement in rankings after a Migration is not a defect. Clause 12.4 applies.

5.6 Migration content ownership and images

5.6.1 When it orders a Migration the Client confirms, or does not confirm, that it owns all content on the Existing Site.

5.6.2 The Client warrants that it operates or controls the Existing Site and is entitled to have its content crawled and migrated.

5.6.3 Where the confirmation in clause 5.6.1 is given, images from the Existing Site are migrated and are treated as Client Content.

5.6.4 Where it is not given, images from the Existing Site are not migrated. Eveneer uses Stock Images in their place. Stock Images are subject to clause 10.3.

5.6.5 Clause 12.10 applies to any claim arising from migrated content.

5.7 Scope of the caps

5.7.1 The caps in clauses 5.3.2 and 5.5.2 limit the work Eveneer performs. They do not limit the size of the Site.

5.7.2 After Push the Client may add as many pages as it wants using the editor, subject to the 1 GB storage quota in clause 9.1 of the Subscription Agreement (in the clause titled “Storage limit and acceptable use”).

5.8 What a Build does not include

5.8.1 A Build does not include anything excluded from the Service by clause 3.3 of the Subscription Agreement (in the clause titled “The Service”).

5.8.2 A Build does not include domain registration, domain transfer, DNS configuration or any work at the Client’s registrar. The clause of the Subscription Agreement titled “Domains” applies. The Client may do these things itself, including through Connect Cloudflare.

5.8.3 A Build does not include content edits after Build Acceptance, see clause 8.5.

5.8.4 A Build does not include any change to the Theme licence. Clause 10.4 applies.

6. Client inputs

6.1 The Client is not required to supply anything before the Build starts. Eveneer proceeds from publicly available information about the Client’s business.

6.2 The Build clock starts under clause 7.1 whether or not the Client has supplied anything. There is no input deadline, and Eveneer does not hold payment or delay the Build waiting for Client material.

6.3 Every factual correction, and every piece of Client material the Client wants used, is handled in the revision round under clause 8.

6.4 There are two exceptions, both taken when the Build is ordered and not during the Build:

(a) Theme. The Build uses the Theme of the Client’s Site. The Client selects that Theme when it creates the Site, as a step on the Locally 360 Platform. Clause 5.3 of the Subscription Agreement (in the clause titled “Theme retirement”) applies, so a Theme with less than twelve months of its lifetime remaining may not be selected.

(b) Migration ownership confirmation, under clause 5.6.1.

6.5 Claims about a regulated trade. Where public sources contain them, Eveneer may write statements about the Client’s licences, insurance, certifications, guarantees, pricing and service area. Eveneer does not verify any of them. The Client checks every such statement and is responsible for it once it approves the Build under clause 9. Clause 12.10(c) applies.

7. Timeline, delivery and acceptance

7.1 The Build clock starts when Eveneer confirms payment of the Build Fee, or in the split model when Eveneer confirms payment of the Upfront Amount.

7.2 Eveneer aims to complete Build work within 2 to 3 days of the Build clock starting. That period is a target and not a fixed deadline. The Preview is late, and clause 11.3 applies, if it is not delivered within 7 days of the Build clock starting.

7.3 All Build work is performed in the Staging Environment. The Client has no access to the Staging Environment, other than viewing through the Preview URL, and has no editor access to the Build Work Product. The Preview and any revised Site are delivered there, in both payment models, and the Client reviews them through the Preview URL.

7.4 Eveneer delivers the Preview by making it available at the Preview URL and emailing the Preview URL to the Account contact. Delivery of the Preview is the start of the Revision Window. The Preview URL is public, so anyone who has it can view the Preview. Eveneer instructs search engines not to list the Preview URL. That instruction is a request to search engines. It is not access control, and Eveneer does not promise that no search engine will list the Preview URL.

7.5 The Revision Window is 7 days from delivery of the Preview. Within it:

(a) the Client submits its revision list by the end of day 4, under clause 8, unless it has already given Transfer Approval of the Preview;

(b) if no revision list is submitted by the end of day 4, the revision round is forfeited; and

(c) where a revision list is submitted, Eveneer delivers the revised Site by the end of day 7.

7.6 Build Acceptance where no revision list is submitted.

(a) If the Client gives Transfer Approval under clause 9.1 before it submits a revision list, the Build is accepted at that moment and the revision round ends. The Client cannot submit a revision list after that.

(b) Otherwise, if no revision list is submitted by the end of day 4, the Build is accepted on day 5.

7.7 Build Acceptance where a revision list is submitted. Where the Client submits a revision list, the Build is accepted when Eveneer delivers the revised Site.

7.8 Abandonment. If the Client stops responding after payment, clauses 7.5 to 7.7 still run and the Build is accepted under whichever of them applies. Build Acceptance does not require any act by the Client. A Push still requires Transfer Approval, see clause 7.16.

7.9 If Eveneer does not deliver a revised Site by the end of day 7, the Build is not accepted under clause 7.7 until Eveneer delivers it. Clause 11.3 applies to a failure to deliver, and clause 4.5(e) applies to the Balance.

7.10 Build Acceptance under clause 7.6 or clause 7.8 does not affect the Client’s rights under clause 11.3, and does not waive any right that cannot be waived in advance.

7.11 Push. Eveneer Pushes the Build Work Product into the Client’s Site within 3 Business Days after the later of:

(a) Transfer Approval under clause 9.1; and

(b) Payment in Full.

There is no other way a Push happens. Eveneer does not Push without Transfer Approval, see clause 7.16.

The Push replaces the content of the Site. Anything the Client has put on the Site before the Push is replaced by the Build Work Product. The Site record, the Subscription and the Platform Subdomain stay the same. The Push replaces the Site’s pages, navigation, site-wide content and business profile. It keeps the Client’s Inquiries, Business Tools records, domains, Cloudflare and Turnstile connection, and security and analytics settings. Media the Client uploaded stays in its media library, but the replaced pages no longer use it.

7.12 Nothing about Account or Site ownership changes at any point. The Site record sits in the Client’s Account from the moment the Client creates it. What Eveneer withholds before payment is the Build Work Product, not the Account, the Site record or the Subscription.

7.13 Because the Build Work Product is not part of the Client’s Site until it is Pushed, clause 3.5 of the Subscription Agreement (in the clause titled “The Service”), Client controlled indexing, does not apply to the Staging Environment or to the Build Work Product before Push.

7.14 Delivery and domain. Delivery is complete when everything that does not depend on the Client is complete. Connecting a domain is not part of delivery. The Client may connect a domain to its Site at any time, before or after Push. Domains are the Client’s responsibility under the clause of the Subscription Agreement titled “Domains”, and a Build is delivered and accepted whether or not a domain has been connected. A Push may remove a domain connection. If it does, the Client reattaches the domain in the Locally 360 Platform.

7.15 Indexing at Push.

(a) After a Push, Eveneer switches search indexing on for the Site. That covers the Platform Subdomain and any domain connected to the Site.

(b) After Push, control of indexing is the Client’s under clause 3.5 of the Subscription Agreement (in the clause titled “The Service”).

7.16 No transfer without approval. Eveneer Pushes the Build Work Product only when Payment in Full has happened and the Client has given Transfer Approval. Eveneer never Pushes without Transfer Approval. If Payment in Full has happened and the Client has not given Transfer Approval:

(a) the Build Work Product stays in the Staging Environment, and the Client’s Site stays as it is, for as long as the Subscription is active;

(b) Eveneer sends the Client reminders by email that the Build is waiting for its approval, once a week for the first four weeks after Payment in Full and once a month after that;

(c) the Client may give Transfer Approval at any time while the Subscription is active, and Eveneer then Pushes under clause 7.11;

(d) waiting does not entitle the Client to a refund, and Subscription Fees remain payable under clause 2.3; and

(e) if the Subscription is suspended or ends before Push, clause 11.7 applies.

8. Revisions

8.1 The Client gets one revision round. The Client submits one consolidated list, once, by the end of day 4 of the Revision Window and before it gives Transfer Approval of the Preview, see clause 7.6(a). The list may contain any number of items.

8.2 A revision request must be specific and actionable. A request that identifies the content to be changed and states the replacement will be actioned. A request that is vague or subjective will not be actioned, and does not extend the Revision Window or create a second round.

8.3 When Eveneer delivers the revised Site it will tell the Client which requested items it has not actioned under clause 8.2.

8.4 The following are outside the revision round. Eveneer quotes for them separately and they are chargeable:

(a) changing the Theme;

(b) pages beyond the allocation in clause 5.3.2 or the caps in clause 5.5.2;

(c) a full rewrite of copy;

(d) layout or design changes that go beyond content;

(e) new features or integrations; and

(f) changes to content the Client supplied and approved.

8.5 Changes requested after Build Acceptance are not part of the Build. Content edits by Eveneer are not included in the Build or in the Service, and Eveneer may offer them separately, under separate terms. After Push the Client may make any change itself, at any time, using the editor.

9. Content approval and AI

9.1 Approval is an explicit click. Before the Build Work Product is Pushed, the Client gives Transfer Approval by clicking approval on the Locally 360 Platform. By that click the Client approves the Build Work Product and accepts that the Push will replace the content of its Site. Eveneer records the click, with the date and time, the person who clicked, the IP address and user agent, and a cryptographic hash of the Build Work Product approved. Approval is not given by email and is not deemed. Approval of the Preview given before a revision list is also Build Acceptance under clause 7.6(a), and ends the revision round.

9.2 Approval is general. The Client approves the Build as a whole. Eveneer does not impose an itemised verification checklist and does not ask the Client to confirm individual statements.

9.3 AI disclosure. Copy in a Build is written with the assistance of artificial intelligence tools. Selection of Stock Images is assisted by artificial intelligence tools. No images in a Build are generated by artificial intelligence.

9.4 AI assisted content is provided with no warranty of accuracy, originality, non-infringement or fitness for any purpose. This clause states the position for a Build and applies instead of clause 14.8 of the Subscription Agreement (in the clause titled “Content and intellectual property”) to content created in a Build.

9.5 The Revision Window and the approval click are the Client’s opportunity to correct anything in the Build. After Push the Client can edit every page itself, at any time, for as long as the Subscription continues.

9.6 Once the Client approves the Build, responsibility for that content is the Client’s, subject only to clauses 12.9 and 12.12. Approved content becomes Client Content when it is Pushed.

10. Intellectual property in the Build

10.1 Copy Eveneer writes. With effect from Payment in Full, Eveneer assigns to the Client all copyright, and every other right Eveneer holds, in the copy Eveneer wrote for the Build, throughout the world and for the full term of those rights. The assignment takes effect automatically at Payment in Full, with no further step by either party. Until Payment in Full, Eveneer retains all rights in the Build Work Product.

10.2 No warranty that rights exist. Copy in a Build is AI assisted. Under United States law, copyright protects only what a human author created. Text produced by an artificial intelligence tool, without enough human authorship, is not protected by copyright and belongs to no one. Eveneer assigns only the rights that exist and that it holds. Eveneer does not warrant that it holds any right, that any part of the copy is protected by copyright, that the copy is original, that the Client can register it, or that the assignment gives the Client a right it can enforce against anyone else. If the Client applies to register copyright in the copy, disclosing the AI generated parts as the registration rules require is the Client’s responsibility.

10.3 Stock Images are not transferred. Stock Images are licensed to Eveneer. The Client may use them on its Site while the Subscription is in force. They are not assigned or sublicensed to the Client, may not be reused anywhere else, and are excluded from an export under clause 13.4 of the Subscription Agreement (in the clause titled “Export and deletion”) and clause 14.7 of the Subscription Agreement (in the clause titled “Content and intellectual property”). The Client will lose the Stock Images on its Site when the Subscription ends. Eveneer will tell the Client at delivery which images are Stock Images and recommend replacing them with the Client’s own media.

10.4 The Theme. The Theme is licensed for the term of the Subscription under the clause of the Subscription Agreement titled “Themes”. It is never sold. The Build Fee does not buy the Theme, any part of the Locally 360 Platform, or a site that can be taken to another host.

10.5 Eveneer reuse. Eveneer does not reuse copy written specifically about the Client’s business for another client. Eveneer retains and may reuse page structures, section patterns, templates, component arrangements and generic industry phrasing across all of its clients, and nothing in clause 10.1 restricts that.

10.6 Client material. Content the Client supplies remains the Client’s, under clause 14.1 of the Subscription Agreement (in the clause titled “Content and intellectual property”). Content migrated from the Existing Site remains the Client’s, and clause 5.6 applies to it.

10.7 Licence where the assignment does not reach. To the extent any right in the copy Eveneer wrote for the Build is not assigned by clause 10.1, for any reason, Eveneer grants the Client, with effect from Payment in Full, a non-exclusive, perpetual, irrevocable, worldwide, royalty free licence, with the right to sublicense, to use, copy, change, publish and otherwise deal with that copy for any purpose. The licence survives the end of this Build Agreement and of the Subscription. Clause 10.5 states the limit on Eveneer’s own reuse of copy written specifically about the Client’s business.

10.8 Signed writing. This clause 10 is an instrument of conveyance for the purposes of section 204(a) of the United States Copyright Act. Clause 3.8 does not apply to this clause 10. Eveneer signs this clause 10 electronically: Eveneer adopts its name, as it appears on the next line in the copy of this Build Agreement kept in the Order Record, as its electronic signature, with the intent to sign the assignment in clause 10.1 and the licence in clause 10.7. At Payment in Full Eveneer also issues to the Client, through the Locally 360 Platform, a written confirmation of the assignment, signed electronically by a named person authorised by Eveneer. The confirmation is a record of the transfer and is not a condition of it.

Signed electronically: Eveneer Solutions LLC

11. Cancellation, refunds and failure

11.1 The Build Fee is not refundable, except as set out in this clause 11.

11.2 Cancellation by the Client. The Client may cancel the Build at any time before Push, by notice to Eveneer.

11.2.1 Eveneer then sends the Client a notice confirming the cancellation and stating what, if anything, will be refunded under clause 11.2.5. In the split model nothing is refunded, and the Upfront Amount is forfeited under clause 4.11.

11.2.2 The Client may withdraw the cancellation by notice to Eveneer within 7 days of Eveneer’s notice. If it does, the Build resumes.

11.2.3 The periods in this Build Agreement do not pause during those 7 days. They keep running for both parties, and withdrawing a cancellation does not extend any of them.

11.2.4 If the Client does not withdraw the cancellation within those 7 days, the Build ends. Eveneer deletes the Build Work Product, and no part of the Build Fee paid is refunded, except as clause 11.2.5 provides. In the split model the Balance is not payable.

11.2.5 In the full upfront model, if the Client gives notice of cancellation before Eveneer delivers the Preview, and does not withdraw it, Eveneer keeps 200 US dollars of the Build Fee and refunds the rest of what the Client paid. Eveneer pays the refund when the Build ends under clause 11.2.4. The same applies, in the full upfront model, where Eveneer cancels the Build under clause 11.5 before it delivers the Preview: Eveneer keeps 200 US dollars of the Build Fee and refunds the rest of what the Client paid, when the Build ends. Any amount the Client has recovered through its card issuer counts toward a refund under this clause, so that the Client is not paid twice. Once the Preview is delivered, nothing is refunded.

11.3 If Eveneer fails to deliver the Build.

11.3.1 Each of these is a failure to deliver:

(a) Eveneer does not deliver the Preview within 7 days after the Build clock starts under clause 7.1;

(b) the Client submitted a revision list, and Eveneer does not deliver the revised Site by the end of day 7 of the Revision Window; or

(c) Eveneer does not Push within 3 Business Days after Payment in Full. This period does not run while the Client has not given Transfer Approval.

11.3.2 If a failure to deliver happens, the Client may give Eveneer notice of it. Eveneer then has 10 days from the notice to deliver what is late. Clause 4.5(e) applies to the Balance while that period runs.

11.3.3 If Eveneer does not deliver within those 10 days, Eveneer will refund the whole of the Build Fee the Client has paid, and the Build ends. Eveneer deletes the Build Work Product. In the split model the Balance, if unpaid, is not payable. Eveneer will not assess the value of work it failed to deliver and will not refund a part of the Build Fee in place of the whole.

11.4 If Eveneer cancels the Build and the Client is not at fault, Eveneer will refund everything the Client has paid for the Build, including the Upfront Amount.

11.5 If Eveneer cancels the Build because the Client has breached this Build Agreement, the Subscription Agreement or Schedule B of the Subscription Agreement, no part of the Build Fee is refunded, except as clause 11.2.5 provides. That cancellation is final. Eveneer gives no notice or cure period before it, and the Client cannot withdraw it. Clause 4.9 limits when Eveneer may cancel the Build because of a card dispute.

11.6 Split model, Balance not paid. If the Client does not pay the Balance by the end of the period in clause 4.5(c), counted from the invoice issued under clause 4.5(a) or clause 4.5(e):

(a) Eveneer deletes the Build Work Product, and deletion is permanent;

(b) the Upfront Amount is forfeited as the deposit described in clause 4.11;

(c) the Subscription continues. It is not terminated for non-payment of a Balance, and the Site stays online;

(d) the Client keeps its Site, on its selected Theme, with no Build Work Product in it, and may build it out itself using the editor;

(e) Eveneer does not export or deliver the Build Work Product, whether or not any part of the Build Fee was paid; and

(f) the clause of the Subscription Agreement titled “Export and deletion” is unaffected, because the Subscription continues. Material the Client supplied is not withheld, because the Client already holds it and Eveneer keeps no copy it is obliged to return.

11.7 If the Subscription is suspended or ends before Push.

11.7.1 Suspension. If the Subscription for the Site is suspended before Push, every period in this Build Agreement stops running, for both parties, from the start of the suspension. Each resumes from where it stopped when the Subscription is restored. If the Subscription is never restored and ends, clause 11.7.2 or clause 11.7.3 applies, according to how it ends.

11.7.2 Termination by the Client, or by Eveneer for cause.

(a) If the Client gives notice to terminate the Subscription under clause 12.2 of the Subscription Agreement (in the clause titled “Term and termination”), the Build continues until the termination takes effect at the end of the paid period. If the Client withdraws the termination, or resubscribes, before then, the Build carries on as normal.

(b) If the termination takes effect before Push, the Build is treated as cancelled by the Client, but clauses 11.2.1 to 11.2.3 do not apply. The Build ends when the termination takes effect, with no notice or cure period. Eveneer deletes the Build Work Product, and no part of the Build Fee paid is refunded. The one exception is that clause 11.2.5 applies where the termination takes effect before Eveneer delivers the Preview. In the split model the Balance, if unpaid, is not payable.

(c) If Eveneer terminates the Subscription for cause under clause 12.3 of the Subscription Agreement (in the clause titled “Term and termination”) or clause 14.12 of the Subscription Agreement (in the clause titled “Content and intellectual property”), the Build is treated in the same way as in paragraph (b), from the date the termination takes effect. Where Payment in Full and Build Acceptance have both happened and the termination is for non-payment, the Build does not end when the termination takes effect, and Eveneer keeps the Build Work Product for 7 days after it. If, within those 7 days, the Client pays every amount it owes Eveneer and takes a new Subscription for a Site on the same Theme, the Build carries on. That Site takes the place of the Site the Build was ordered for, clause 7.16 applies, and Eveneer Pushes the Build Work Product to it once the Client gives Transfer Approval. The Site that was deleted under the Subscription Agreement, and its content, are not recovered. If the Client does not do both within those 7 days, the Build ends, Eveneer deletes the Build Work Product, and no part of the Build Fee is refunded. Clause 4.9(e) limits when Eveneer may terminate the Subscription because of a card dispute.

11.7.3 Termination by Eveneer for convenience, or through Theme retirement. If Eveneer terminates the Subscription for convenience under clause 12.4 of the Subscription Agreement (in the clause titled “Term and termination”), or the Subscription terminates automatically under clause 5.7 of the Subscription Agreement (in the clause titled “Theme retirement”), and the termination takes effect before Push, the Build is treated as cancelled by Eveneer with the Client not at fault. Clause 11.4 applies, and Eveneer refunds everything the Client has paid for the Build.

11.8 The Upfront Amount is not refundable in any case other than clause 11.3.3 and clause 11.4, including clause 11.4 as applied by clause 11.7.3.

11.9 The following survive the end of this Build Agreement: clause 1, clause 4 in respect of amounts owed, clause 10, clause 11, clause 12, clause 13, clause 15, clause 16, and any clause that by its nature should survive.

12. Warranties, liability and indemnity

Disclaimers

12.1 After Build Acceptance the Build is provided “as is”. To the maximum extent permitted by law, Eveneer disclaims all implied warranties in relation to the Build, including implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.

12.2 No results are promised. Eveneer does not guarantee any ranking, position, impression, click, visitor, inquiry, lead, customer or revenue from a Build. Search engines and AI systems are controlled by third parties and change their behaviour without notice. No statement by Eveneer, by an Agency or by an ISA about likely results is a warranty, whether it was made in writing, in a meeting, on a call or in any other conversation before the Client ordered the Build.

12.3 Eveneer gives no warranty of accuracy, originality, non-infringement or fitness in respect of AI assisted content, see clause 9.4.

12.4 Eveneer gives no warranty that search rankings are retained on a Migration, see clause 5.5.10.

12.5 Accessibility. Themes are designed and built toward WCAG 2.1 Level AA as a design target. That statement is about how Eveneer designs Themes, and clause 18.4 of the Subscription Agreement (in the clause titled “Warranties and disclaimers”) states the testing behind it. It is not a claim of conformance, it is not a statement about a live Site, and Eveneer does not audit a live Site for accessibility. The automated tests are run on a Theme’s demonstration pages. They are not run on the Build Work Product, and the copy, image descriptions, headings, links and forms that Eveneer writes or places in a Build are not tested for accessibility. Content, configuration, media, forms, Client edits and third party additions all affect accessibility. The Revision Window and the Client’s approval under clause 9 cover the accessibility of the Build content. Eveneer does not guarantee that a Site complies with the Americans with Disabilities Act or with any other accessibility law.

Liability

12.6 Eveneer’s total liability under or in connection with this Build Agreement, for all claims taken together, is limited to the amount the Client actually paid Eveneer for the Build, including any markup.

12.7 The cap in clause 12.6 and the cap in clause 19.2 of the Subscription Agreement (in the clause titled “Limitation of liability”) do not stack. A claim arises under one agreement or the other, and is subject to that agreement’s cap only.

12.8 Neither party is liable to the other for indirect, incidental, special, consequential or punitive loss, or for loss of profit, revenue, business, goodwill, leads, inquiries, search rankings or anticipated savings, or for loss or corruption of data, however caused, even if the party was told the loss was possible.

12.9 Clauses 12.1 to 12.8 do not limit either party’s liability for fraud, fraudulent misrepresentation, gross negligence, willful misconduct, death or personal injury caused by negligence, or anything else that cannot be limited or excluded by law. This clause is the only carve-out from clauses 12.1 to 12.8 and is aligned with clause 19.3(d) of the Subscription Agreement (in the clause titled “Limitation of liability”).

Client indemnity

12.10 The Client will indemnify and hold Eveneer harmless against all claims, demands, proceedings, losses, damages, fines and reasonable legal costs arising from:

(a) content the Client supplied for the Build;

(b) content migrated from the Existing Site, including any claim that the Client did not own it or was not entitled to have it migrated;

(c) copy the Client approved under clause 9, including copy that Eveneer wrote with the assistance of AI from public sources and did not verify, and including any claim that a statement about the Client’s business, licensing, certification, insurance, guarantees, pricing or service area was false or misleading. The Client accepts that this indemnity covers statements Eveneer wrote that turn out to be wrong, because the Client checks and approves the copy under clause 9 before it is Pushed;

(d) the Client’s own legal pages, privacy practices and cookie consent; and

(e) the accessibility of the Client’s live Site.

12.11 Eveneer controls the defence of any claim under clause 12.10 and may choose its own counsel. Clauses 20.3 and 20.5 of the Subscription Agreement (in the clause titled “Client indemnity”) apply. Eveneer will tell the Client about a claim without undue delay and will not settle it without the Client’s consent, which must not be unreasonably withheld.

12.12 Nothing in clause 12.10 requires the Client to indemnify Eveneer to the extent the law that applies does not allow the indemnity, or to the extent the claim results from Eveneer’s own fraud, gross negligence or willful misconduct.

13. Data protection

13.1 A Build does not change the roles set out in the clause of the Subscription Agreement titled “Data protection and privacy” and in Schedule C to it. The Client is the controller of Visitor Data, Customer Data and Content Personal Data, and Eveneer is the processor.

13.2 Migration intake is by crawl of the public Existing Site only. Eveneer takes no credentials and holds none, see clause 5.5.3.

13.3 Content crawled from an Existing Site may contain personal data, for example staff names, names in testimonials and contact details. That personal data is Content Personal Data under Schedule C of the Subscription Agreement. The Client is its controller. Eveneer processes it as the Client’s processor, under Schedule C, to carry out the Migration, to show the Preview and any revised Site at the Preview URL, and to publish the Site. By ordering the Migration the Client instructs Eveneer to do those things. The Client confirms that it is entitled to have that personal data crawled, shown at the Preview URL and published, and that it has given any notice and holds any permission its law requires.

13.4 Anthropic is disclosed as a sub-processor for content extraction during Migration intake under Schedule C4 of the Subscription Agreement.

13.5 The Client is responsible for its own legal pages, privacy policy, cookie policy and accessibility statement, under clause 15.3 of the Subscription Agreement (in the clause titled “Data protection and privacy”). Eveneer does not write, supply or place them, see clause 5.3.7.

14. Theme retirement

14.1 No obligation of Eveneer under this Build Agreement survives retirement of the Theme used for the Build.

14.2 Clause 5.3 of the Subscription Agreement (in the clause titled “Theme retirement”) prevents selection of a Theme with less than twelve months of its lifetime remaining, and clauses 5.4 to 5.8 of that clause govern what happens when a Theme is retired.

14.3 The Build Fee does not extend or renew the lifetime of a Theme, and does not entitle the Client to any refund, credit or compensation when a Theme is retired, whenever that happens in relation to the date of the Build. The one exception is where the Subscription terminates through Theme retirement before Push, where clause 11.7.3 applies.

15. Agencies and ISAs

15.1 An Agency is an independent business and an ISA is an independent contractor. Neither is Eveneer’s agent, subcontractor or representative for the purposes of this Build Agreement. Neither has authority to bind Eveneer, to make any commitment about a Build, to vary this Build Agreement, or to agree any price, discount, scope, timeline or term. Statements by an Agency or an ISA do not bind Eveneer and do not form part of this Build Agreement. This restates clauses 16.5 and 16.6 of the Subscription Agreement (in the clause titled “Agencies, ISAs and other third parties”) for the Build.

15.2 No third party beneficiaries. Nobody other than Eveneer and the Client has any right under this Build Agreement. Agencies and ISAs are not third party beneficiaries of it. This restates, for the Build, the provision titled “No third party beneficiaries” in the clause of the Subscription Agreement titled “General”.

15.3 An Agency or an ISA may not accept this Build Agreement for the Client and may not pay any part of the Build Fee, see clause 3.3.

15.4 Any commission Eveneer pays an Agency or an ISA in connection with a Build, and any right of Eveneer to recover it, is governed by a separate agreement between Eveneer and that Agency or ISA. The Client is not a party to it and has no rights or obligations under it.

15.5 The Client is responsible for the acts and omissions of any Agency or other person it grants access to its Site, under clause 16.2 of the Subscription Agreement (in the clause titled “Agencies, ISAs and other third parties”).

16. General

16.1 The provisions of the Subscription Agreement listed in clause 2.6 apply to this Build Agreement and are not repeated here. They include confidentiality, governing law, dispute resolution, arbitration, the class action waiver, the small claims carve-out, the time limit for bringing a claim, force majeure, assignment, notices, severability, waiver, the relationship of the parties, and interpretation.

16.2 Entire agreement for the Build. This Build Agreement and the Order Record are the entire agreement between the parties about the Build. They replace all earlier discussions, proposals, quotes and statements about it, including anything said by an Agency or an ISA. Neither party relies on any statement not written in this Build Agreement or the Order Record. This does not exclude liability for fraud. This clause does not affect the Subscription Agreement, see clause 2.4.

16.3 Eveneer may change this Build Agreement for future Builds. A change does not affect a Build already ordered. The version that governs a Build is the version recorded in the Order Record for that Build.

16.4 The governing law of this Build Agreement is the law of the State of Wyoming, applied through the clause of the Subscription Agreement titled “Governing law and dispute resolution”.

End of Build Agreement.

This Build Agreement is accepted electronically at checkout. It carries no signature block, see clause 3.8.