TERMS OF SERVICE.

Billing Cycle. You authorize us to charge your credit card or initiate an ACH withdrawal from your bank account (your "Payment Method") on or about the first day of each billing cycle. Your billing cycle starts on the day you begin using the Services and runs in one-month periods. Your billing cycle is separate from your subscription term. You are responsible for fees for the full subscription term.

Recurring Billing for Subscriptions. You authorize us to charge your Payment Method each month for your subscription fees, applicable taxes, and any other charges you incur. The amount billed may vary from month to month based on changes or additions to your Services, and you authorize us to charge accordingly. You agree to keep your Payment Method information current and valid.

If a payment fails, we reserve the right to: (a) retry the charge; (b) reduce, suspend, or terminate some or all of your Services until payment is received; and (c) assess a $25 service charge per occurrence. Any invoice that remains unpaid for more than 30 days past its due date will be subject to a one-time late fee of 10% of the outstanding invoice balance, in addition to interest on overdue amounts at the lesser of 16% per year or the maximum rate allowed by law. You acknowledge that late payments cause the Company to incur costs that are difficult to calculate precisely, including administrative costs, disruption to cash flow, and diversion of resources to collections. You agree that the late fee set forth herein represents a reasonable estimate of such costs and is not intended as a penalty.

Billing for Non-Recurring Services. Payment for Non-Recurring Services will follow the schedule set out in your Proposal for Services. If your Proposal provides for installment payments, you agree to pay the full fee and make all installments on time. If you miss a payment, we may suspend or terminate the Non-Recurring Services. Any invoice that remains unpaid for more than 30 days past its due date will be subject to a one-time late fee of 10% of the outstanding invoice balance, in addition to interest on overdue amounts at the lesser of 16% per year or the maximum rate allowed by law. The late fee provisions and acknowledgments described in the Recurring Billing section above apply equally to Non-Recurring Services.

No Refunds. All payments are final and nonrefundable. There are no refunds or credits for partial billing periods or cancelled subscriptions.

Required Payment Method. All invoices must be paid electronically via credit card or ACH. We do not accept payment by check, wire transfer, or any other manual payment method. You must enroll in automatic recurring payments (auto-pay) for all subscription fees and maintain a valid auto-pay enrollment at all times. Failure to maintain a valid auto-pay enrollment is a material breach of these Terms.

Your subscription may include a chat function on your Site, which may use live agents, virtual assistants, or both. The chat function is not guaranteed to be available without interruption--maintenance and other service needs may cause downtime. We and our third-party service providers will have access to chat communications. We do not review chat communications and accept no liability for any action or inaction related to messages sent or received through the chat function.

We may update these Terms, or modify, suspend, or discontinue any aspect of the Services, by giving you at least 5 business days' notice. Any updates take effect on the date posted unless otherwise stated. We may increase subscription fees, but no fee increase will take effect until your next subscription term (unless your Proposal for Services provides otherwise). Your continued use of the Services after changes are posted constitutes your acceptance of the updated Terms. If you do not agree with changes, you must cancel all Services and Non-Recurring Services.

Your timely participation and cooperation are essential for us to deliver the Services and Non-Recurring Services on schedule. If you fail to provide necessary information, attend scheduled meetings and calls, give feedback, or otherwise cooperate in a reasonable manner, this may cause delays, affect the quality and results of the Services, and may increase estimated costs and timelines.

You agree to indemnify, defend, and hold harmless the Company, its officers, directors, members, employees, agents, and affiliates (collectively, the "Company Parties") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your breach of these Terms; (b) your use of the Services or Non-Recurring Services; (c) any content, materials, data, or intellectual property you provide to us, including any claim that such materials infringe or misappropriate a third party's rights; (d) your failure to comply with applicable laws or regulations; or (e) any dispute between you and a third party arising from the Services or the Work Product.

This indemnification obligation will survive the termination or expiration of these Terms and applies regardless of the form of the claim or the theory of liability. The Company will provide you with prompt written notice of any claim subject to indemnification and will reasonably cooperate with your defense, at your expense.

No failure or delay by either party in exercising any right, power, or remedy under these Terms will operate as a waiver of that right, power, or remedy. No single or partial exercise of any right, power, or remedy will preclude further or future exercise of that or any other right, power, or remedy. A waiver of any provision or breach of these Terms must be in writing and executed by the waiving party to be effective, and any such waiver will not constitute a waiver of any subsequent breach.

The Company offers the Audit Tool as a complimentary resource on its website. The Audit Tool allows any person or entity ("Audit User") to submit a website URL and receive an automated diagnostic report evaluating factors such as search engine optimization, page speed, mobile responsiveness, accessibility, and other performance metrics. No account creation or subscription is required to use the Audit Tool. For purposes of this section, "you" and "your" refer to any Audit User, whether or not they are otherwise a client or subscriber of the Company.

Acceptance of Terms by Use. By accessing, running, or otherwise using the Audit Tool--including by submitting a URL, initiating a report, or receiving audit results--you acknowledge that you have read and understood these Terms and you expressly agree to be bound by the following provisions. These provisions constitute a binding agreement between you and the Company and shall apply to any and all disputes, claims, or controversies between you and the Company, whether arising out of the Audit Tool, the audit report, these Terms, any Services or Non-Recurring Services, any business relationship or interaction between you and the Company, or any other matter whatsoever, regardless of whether such dispute arises before, during, or after your use of the Audit Tool, and regardless of whether you purchase or subscribe to any Services or Non-Recurring Services:

(a) Governing Law. Any and all disputes, claims, or controversies between you and the Company--whether arising out of or relating to the Audit Tool, the audit report, these Terms, any Services or Non-Recurring Services, any business relationship or competitive interaction between you and the Company, or any other matter--shall be governed by the laws of the State of Texas, without regard to conflict-of-law principles.

(b) Binding Arbitration. Any dispute, claim, or controversy between you and the Company--whether arising out of or relating to the Audit Tool, the audit report, these Terms, any Services or Non-Recurring Services, any business relationship, competitive conduct, intellectual property matter, or any other interaction or matter between you and the Company, and including the determination of the scope or applicability of this agreement to arbitrate--shall be resolved exclusively by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator selected in accordance with the AAA rules. The seat of arbitration shall be Austin, Texas. The provisions of the Governing Law, Dispute Resolution, and Binding Arbitration section of these Terms--including the Arbitrator's Authority, Waiver of Jury Trial and Class Action, Costs and Fees, Exception for Injunctive Relief, and Confidentiality subsections--shall apply in their entirety to any dispute subject to this section. This arbitration agreement is intended to be broadly construed and shall survive termination of these Terms or any business relationship between you and the Company.

(c) Venue. To the extent any dispute, claim, or matter between you and the Company is brought before a court of law--whether relating to the Audit Tool, the audit report, these Terms, any Services or Non-Recurring Services, any competitive conduct, intellectual property matter, or any other interaction between you and the Company, and including applications to compel arbitration, motions for injunctive relief, or enforcement of an arbitral award--you irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in Travis County, Texas, and you irrevocably waive any objection based on inconvenient forum, improper venue, or lack of personal jurisdiction. You agree that your use of the Audit Tool constitutes sufficient minimum contacts with the State of Texas to establish personal jurisdiction.

Audit Tool Disclaimers. The audit report is generated by automated processes and is provided for informational purposes only. It does not constitute professional advice, a guarantee of results, or an offer of Services. The Audit Tool and all audit reports are provided "as is" and "with all faults," without any warranty of any kind, express or implied, including warranties of accuracy, completeness, merchantability, or fitness for a particular purpose. The Company's total liability arising out of or related to the Audit Tool shall not exceed one hundred dollars ($100.00). The limitations of liability and disclaimers set forth in the Service Limitations and Limitation of Liability section of these Terms apply fully to the Audit Tool.

Data Collection. By using the Audit Tool, you consent to the Company's collection of the website URL you submit, the resulting audit data, and any contact information you provide in connection with the audit. The Company may use this data to improve its services, for marketing purposes, and as otherwise described in its Privacy Policy.

Fee-Shifting on Enforceability Challenges. If you challenge the enforceability, validity, or applicability of any provision in this Audit Your Website section--including the binding arbitration, governing law, venue, or any other clause--and do not prevail on such challenge, you shall be solely responsible for all of the Company's reasonable attorneys' fees, costs, and expenses incurred in defending the enforceability of such provision, regardless of the outcome of the underlying dispute. This fee-shifting obligation is independent of and in addition to any other fee-shifting or cost-recovery provisions in these Terms.

Non-Disparagement. You agree not to make, publish, or cause to be made or published any statement, whether written, oral, electronic, or otherwise, that disparages, defames, or reflects negatively upon the Company, its services, its personnel, its clients, or its business reputation. This non-disparagement obligation applies to all forms of communication, including but not limited to social media posts, online reviews, public comments, blog posts, press statements, regulatory complaints, and communications with the Company's current or prospective clients. Nothing in this provision restricts your right to provide truthful testimony if compelled by law or to communicate with a government agency. Any breach of this non-disparagement obligation shall constitute a material breach of these Terms and entitle the Company to seek injunctive relief and recover its reasonable attorneys' fees and costs.

Waiver of Injunctive Relief by Audit User. You irrevocably waive any right to seek temporary, preliminary, or permanent injunctive relief, a temporary restraining order, or any other form of equitable relief from any court against the Company in connection with any dispute, claim, or controversy arising out of or relating to these Terms, the Audit Tool, the audit report, the Services, the Non-Recurring Services, or any other interaction or matter between you and the Company. All such equitable claims must be submitted to and resolved through binding arbitration as set forth in this section. Notwithstanding the foregoing, the Company expressly reserves its right to seek temporary, preliminary, or permanent injunctive relief in any state or federal court located in Travis County, Texas, or from the arbitrator, as the Company may elect in its sole discretion. You acknowledge that this asymmetric allocation of equitable remedies is a material term of the consideration exchanged for your use of the Audit Tool.

Consent to Competitive Intelligence Use. By using the Audit Tool, you irrevocably consent to the Company's collection, analysis, retention, and use of the website URL you submit, the resulting audit report and all data derived therefrom, and all publicly available information about the audited website, for any lawful business purpose, including but not limited to competitive analysis, benchmarking, market research, product development, sales and marketing activities, and internal business operations. You waive any claim against the Company based on its use of such data, including any claim for misappropriation, unfair competition, or unjust enrichment, to the maximum extent permitted by law.

Delegation of Arbitrability. The parties agree that the arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this agreement to arbitrate, including but not limited to any claim that all or any part of this Audit Your Website section is void or voidable, unconscionable, or otherwise unenforceable. This delegation of arbitrability to the arbitrator is intended to be broadly construed, and any challenge to the enforceability of this delegation clause must be directed specifically to the delegation clause itself and not to the arbitration agreement as a whole.

Scope and Survival of Audit User Agreement. The agreements set forth in this Audit Your Website section--including the governing law, binding arbitration, venue, fee-shifting, non-disparagement, waiver of injunctive relief, consent to competitive intelligence use, and delegation of arbitrability provisions--are independent, severable covenants that shall survive indefinitely and shall apply to any and all disputes between you and the Company, regardless of the subject matter, regardless of when the dispute arises, and regardless of whether you have any other contractual relationship with the Company. Your use of the Audit Tool constitutes acceptance of these provisions with the same force and effect as a written agreement. These provisions may not be revoked, withdrawn, or modified by you, and shall remain in effect notwithstanding any subsequent communication, agreement, or course of dealing between you and the Company, unless expressly superseded by a written agreement executed by both parties that specifically references and revokes this section. For the avoidance of doubt, the governing law, binding arbitration, venue, and all other obligations in this section apply to disputes of any nature, including but not limited to claims arising from tort, contract, statute, regulation, unfair competition, intellectual property, trade secrets, or any other legal or equitable theory.