Effective date: October 6, 2026 | Last updated: October 6, 2026 | Version: 3.11 (adds Smart Tap platform/device IP, AI-provider disclosure, service availability, shipping/returns, and cause-based suspension clauses)
This Service Agreement ("Agreement") is entered into between AV Prime Design Corp., a New York corporation ("AV Prime Design," "we," "us," or "our"), and the individual or entity identified in the accepted proposal ("Client," "you," or "your"). By accepting a proposal, signing electronically, or paying an invoice, you agree to this Agreement, the Billing & Cancellation Policy, the Privacy Policy, and, where your proposal includes AV Prime Smart Tap, the Smart Tap Terms, each incorporated by reference.
1. Services
1.1 Scope. We will provide the services expressly described in the proposal you accept (the "Services") — which may include website design and development, custom software, AI and automation, mobile apps, branding, digital marketing, digital signage, hosting, and managed IT support. Only work listed in the accepted proposal is included.
1.2 Change orders. Work outside the stated scope requires a separate written change order and may incur additional fees and timeline changes. Verbal requests are not binding until confirmed in writing.
1.3 Proposals & pricing. Pricing in a proposal is confidential to you and valid until its stated expiration. Custom-quote items are not final until a written quote is issued and accepted.
1A. Acceptance of These Terms
1A.1 Acceptance required before payment. These terms, together with the Billing & Cancellation Policy and your proposal, form the agreement between us. You must review and accept them before any payment is taken. Our checkout requires you to affirmatively accept each applicable term and to sign electronically before a payment method is requested; no charge is made until you have done so.
1A.2 How you accept. You accept by ticking the acceptance boxes and providing your electronic signature at checkout, or by signing a written copy. Your electronic acceptance has the same legal effect as a handwritten signature.
1A.3 Record of acceptance. We record the version of the terms you accepted, which items you accepted, the name signed, and the date and time, and we retain that record for our files. You may request a copy at any time.
1A.4 Authority. By accepting, you confirm you are authorized to enter into this Agreement on behalf of the business named in the proposal.
1A.5 Changes to terms. Changes apply to work agreed after the change. The version you accepted governs your existing project and its pricing.
2. Client Responsibilities
2.1 You agree to provide, promptly and accurately, all content, credentials, access, approvals, and materials reasonably required for the Services.
2.2 You represent that any materials you provide (text, images, logos, data) do not infringe third-party rights and that you have the rights to use them.
2.3 Delays caused by late or incomplete Client input may extend timelines and, for milestone-billed work, do not delay milestone billing that has otherwise been reached.
3. Timelines
Estimated timelines in a proposal are good-faith estimates, not guarantees, and depend on timely Client cooperation, third-party services, and scope stability.
4. Fees & Payment
4.1 Project (one-time) work is billed 50% non-refundable deposit to begin, 25% at the agreed project milestone, and 25% on completion (prior to final delivery/launch), unless the proposal states otherwise.
4.1.1 Completion. Work is complete when the agreed scope has been delivered and is ready for your review, whether or not you have begun using it. The final payment becomes due on completion. Defects reported within the warranty period (Section 9.1) are corrected at no charge, and out-of-scope requests are handled as a separate change order.
4.1.1.1 Final review and approval before launch. After the final payment is received, we issue a Final Approval Note listing what was delivered. You review the completed work and either: - approve it by signing the Note (electronic signature accepted), after which we publish, launch, or deploy the work; or - tell us in writing what does not match the agreed scope, which we correct at no charge under Section 9.1 before re-issuing the Note.
Work is not published or launched until the signed Note is returned. If you do not respond within ten (10) business days of the Note, or you begin using the work in production, the work is deemed approved. Out-of-scope requests are handled as a separate change order and do not delay approval.
4.1.1.2 The signed Note forms part of this Agreement. Each signed Final Approval Note is attached to and incorporated into this Agreement as a record of what was delivered and accepted. It records the proposal number, the items delivered, the name signed, and the date and time of signature. We retain it and provide you a copy.
4.1.2 Closure for non-payment. If the final payment is not received within fourteen (14) days after completion, the project is closed. On closure: the work does not go live and is not published, deployed, or connected to Client's domain, and any staging environment is taken offline; we retain the completed files in secure storage and do not delete them; and the work may not be used, published, or deployed by Client, and files, source files, credentials, and transfers are not released, until payment in full. Ownership of Deliverables does not transfer until payment in full (Section 5). Amounts already invoiced remain due, late fees continue to accrue, and separately paid hosting or subscription services are unaffected. On payment in full we release the files and, where in scope, schedule the work to go live. We retain closed-project files for twelve (12) months from closure, after which we may archive or delete them on 30 days' written notice.
4.1.3 Reopening. A closed project may be reopened at our discretion on payment of the outstanding balance in full plus accrued late charges, the applicable Project Reactivation Fee ($150–$500 depending on project size, capped at 25% of the outstanding balance), and at our then-current pricing and availability. See Billing & Cancellation Policy, Section 7.5.
4.1.4 Price lock and annual price review. Our published prices and rate card are subject to change annually. However, pricing you accept in a proposal is locked to that proposal and is not affected by a later annual adjustment or any other change to our standard rates. Price protection applies to the scope accepted; added scope is quoted at then-current rates. For recurring services, an annual adjustment takes effect at your next renewal after at least 30 days' written notice, and you may cancel before it applies. Third-party pass-through costs (domains, licences, upstream hosting, AI platform usage) may change whenever the provider changes them. See Billing & Cancellation Policy, Section 8.
4.2 Recurring services (hosting, managed IT, subscriptions) are billed in advance on the stated cadence and renew automatically until cancelled under the Billing & Cancellation Policy.
4.2.1 Plan changes. You may upgrade or downgrade a subscription. Upgrades are charged the prorated difference for the remainder of the current cycle immediately; downgrades receive a prorated credit applied to your account. Included support hours adjust as described in the Billing & Cancellation Policy.
4.3 Deposits are non-refundable once work has commenced, and fees for completed work are non-refundable. If a project is cancelled in progress, we will not charge the remaining unearned balance; any refund is at our discretion and, where provided, is issued to the original payment method net of payment-processing fees. Full terms, including subscription cancellation and support-hour rules, are in the Billing & Cancellation Policy.
4.4 Payment method & authorization. Payments are processed by our third-party processor (Stripe). For recurring services you authorize us to charge your payment method on the stated schedule, including applicable taxes, until cancelled.
4.4.1 Travel fee. Services that require on-site travel may include a mileage-based travel fee, calculated on one-way driving distance from our office at the applicable per-mile rate, as described in the Billing & Cancellation Policy. Any travel fee is itemized on your proposal or invoice.
4.5 Late payments.
4.5.1 Grace period and late charge. An account is past due when payment is not received by the due date. We allow a grace period of up to ten (10) calendar days before assessing a late charge. After that, past-due amounts may accrue 1.5% per month (18% per annum), or the maximum rate permitted by New York law, whichever is less.
4.5.2 Billing disputes. Please notify us of a good-faith billing dispute within ten (10) calendar days of receiving the invoice so we can investigate.
4.5.3 Suspension. We may suspend Services (including hosting or support) until the account is current, and projects may be closed under Section 4.1.2 or placed on hold.
4.5.4 Reactivation fees. A project suspended or placed on hold for non-payment, a client-requested postponement, failure to provide required materials or approvals, or extended inactivity may require a Project Reactivation Fee of $150 to $500 depending on project size (capped at 25% of the outstanding balance), plus all outstanding balances, before returning to active production. The fee reflects the actual work of restarting and does not guarantee the previous place in our production schedule. Recurring services work differently: a suspended subscription resumes with no fee once paid; a fully deprovisioned service carries a $75 reinstatement fee; and a cancelled subscription restarts as new onboarding at then-current pricing. See Billing & Cancellation Policy, Section 7.5.
4.5.5 Costs of collection. If we must refer an unpaid account to a collection agency or attorney, Client is responsible for reasonable costs of collection, including attorneys' fees, to the extent permitted by law.
4.5.6 Late charges compensate us for the administrative cost and delay caused by late payment. They are in addition to, not instead of, any other remedy available to us.
4B. Payment Methods
4B.1 We accept bank payment (ACH), credit or debit card (processed by Stripe), Apple Pay and Google Pay, Zelle, and cash from local clients in person. Bank payment is preferred. Apple Pay and Google Pay are card payments made through a device wallet; card terms and limits apply to them.
4B.2 No surcharge. We do not add processing, convenience, or card surcharges. The quoted price is the price payable by any accepted method.
4B.3 Method limits. Payments of $10,000 or more may not be made by card, including Apple Pay and Google Pay. Cash is accepted up to $9,999; we do not accept larger cash amounts and will not divide a payment to remain below that limit. Zelle transfers are immediate, irreversible, and subject to limits set by Client's bank. These are payment-method requirements, not fees.
4B.3.1 Work begins on cleared funds. We schedule and commence project work after the deposit has cleared, not when payment is initiated. Card and Zelle clear immediately; ACH takes approximately 3 to 5 business days.
4B.3.2 Returned or reversed payments. If a payment is returned, reversed, or fails after initiation, work pauses immediately, scheduled dates are released, and the invoice reverts to unpaid as of its original due date with late charges resuming from that date. A returned payment fee applies: $30 for a returned electronic payment (ACH or other EFT). Work resumes when the balance, the returned payment fee, and any accrued late charges are paid by a cleared method, and Client is rescheduled into the next available slot. The fee reflects bank charges and administrative cost and is waived where the return results from bank error or other cause outside Client's control.
4B.4 Settlement. Card (including Apple Pay and Google Pay), Zelle, and cash payments are recorded on receipt. ACH settles in approximately 3 to 5 business days and is recorded on settlement. Returned payments revert the invoice to unpaid as of its original due date. Deadlines that depend on payment allow for ordinary clearing time. Cash payments are receipted in writing at the time of payment.
4A. Payment Processing (Third-Party Processor)
4A.1 Payments are processed by Stripe, Inc., a third-party payment processor, under Stripe's own terms and privacy policy. We never receive or store your full card number, CVC, or bank credentials; that data passes directly to Stripe, which maintains PCI-DSS compliance.
4A.2 We are not responsible for Stripe's availability, outages, downtime, delays, or failed or delayed transactions; Stripe's decisions to decline, flag, hold, freeze, or reverse a transaction; fraudulent or unauthorized charges made by third parties using Client's payment credentials; errors, security incidents, or data breaches occurring within Stripe's systems; or bank, card-issuer, or network fees, holds, currency conversion, or processing delays.
4A.3 Client is responsible for keeping payment methods current and account credentials secure, and for promptly reporting unauthorized activity to the card issuer and to us.
4A.4 We remain responsible for the accuracy of amounts charged, delivery of the Services paid for, and honoring the Billing & Cancellation Policy. Billing errors made by us will be corrected.
4A.5 Nothing in this Section limits liability that cannot be excluded under applicable law. See Section 10.
5. Intellectual Property
5.1 Client deliverables. Upon full payment of all amounts due for a given deliverable, we assign to you the ownership rights in the final deliverables created specifically for you, except as stated below.
5.2 Pre-existing & third-party materials. We (and our licensors) retain ownership of our pre-existing tools, frameworks, code libraries, templates, and know-how, and of any proprietary platforms (e.g., our rental and business-management software). Third-party components (fonts, plugins, stock assets, open-source) remain subject to their own licenses.
5.3 License to unpaid work. Until full payment, any delivered work is licensed to you solely for review; ownership transfers only upon payment.
5.4 Portfolio. Unless you request otherwise in writing, we may display non-confidential work produced for you in our portfolio and marketing.
5.5 Website Subscription — deferred ownership. Where you engage AV Prime Website Subscription or a similarly named no-build-fee, monthly website offering, Section 5.1's "full payment" trigger works differently: we retain ownership of the website while your account is within its minimum term — standardly two years — and ownership transfers to you automatically upon completion of that term, provided your account is not in default. If you would prefer not to complete the full minimum term, you may instead exercise the early buyout option described in Section 4.6 of the Billing & Cancellation Policy to obtain ownership sooner. After ownership transfers — whether by completing the term or by buyout — you may continue AV Prime hosting and care at the then-current monthly rate with no further minimum term, or move the website elsewhere; our administrative time for a requested domain transfer is billed at our then-current technical rate under Section 6.3.
5.6 Smart Tap platform & devices. Where your engagement includes AV Prime Smart Tap, a subscription to the Smart Tap platform is a license to use it — it is never a sale or transfer of the Smart Tap software, backend services, dashboards, or AI configuration tools, regardless of how long you subscribe. If you own a Smart Tap physical device outright under your Smart Tap Terms, that ownership is limited to the physical item; it does not include any ownership interest in the Smart Tap platform or any AV Prime intellectual property that makes the device function. See your Smart Tap Terms §26 for more detail, and Section 5.3 above for custom software built specifically for you, which is governed by your specific proposal rather than a single uniform rule.
5A. Client Data Ownership, Export & Deletion
5A.1 Client Data. You retain ownership of all Client Data entered into, uploaded to, generated from, or stored within our systems on your behalf. This does not include our software, source code, system architecture, proprietary technology, templates, algorithms, and other intellectual property described in Section 5.2.
5A.2 Data access and export. Upon termination of Services or your written request, you may request a copy or export of your Client Data in a commercially reasonable format, where technically available. Standard exports available within the system may be downloaded by you at no additional charge. Custom exports, data preparation, conversion, migration, recovery, or technical assistance may be billed at our then-current hourly service rate.
5A.3 Data deletion. You may request deletion of your Client Data from our active systems. Technical and administrative work required to locate, prepare, verify, document, and perform a requested deletion may be billed at our then-current hourly service rate based on the actual time required. We will provide an estimate when reasonably practicable before performing billable deletion services.
5A.4 Backups and retention. Deletion from active production systems may not result in immediate deletion from encrypted backups, system logs, disaster-recovery systems, or records we are legally or operationally required to retain. Such information will be removed or overwritten according to our applicable retention and backup schedules and will not be restored for ordinary business use after a valid deletion request, except where required for disaster recovery, security, legal compliance, or similar legitimate purposes.
5A.5 Third-party services. Data stored with third-party providers may be subject to those providers' deletion processes, retention periods, and technical limitations. Any third-party charges associated with a requested export, migration, or deletion are your responsibility.
5A.6 Nonpayment. Payment obligations for authorized data-export, migration, or deletion services do not change your ownership of your Client Data.
5A.7 AV AI Growth analysis and reports. Reports, opportunity findings, and recommendations generated for you through AV AI Growth are made available to you for reference while the service is active. Upon cancellation, we will provide a reasonable-format export of reports already generated for you on written request made within thirty (30) days of cancellation; requests after that period, or requests for custom formats, may be billed at our then-current hourly rate under Section 5A.2. The underlying methodology, scoring models, and system used to generate that analysis are not Client Data and remain our property under Section 5.2.
6. Hosting, Managed IT & Third-Party Services
6.0 Enterprise unlimited support. The Enterprise Technology plan includes unlimited remote support for the environment we manage, subject to the fair-use terms in the Billing & Cancellation Policy, Section 4.5. Project work — installations, migrations, procurement, office moves, incident recovery, custom development, and remediation of pre-existing problems — is scoped and quoted separately, and we will tell Client before performing work we consider outside unlimited support.
6.1 Hosting and managed IT are provided on a commercially reasonable-efforts basis. Uptime, backups, and monitoring are described in the applicable plan; any service-level targets are stated in the proposal or an SLA addendum.
6.2 We are not responsible for outages, data loss, or issues caused by third-party providers, Client actions, or force majeure. You are responsible for maintaining your own copies of critical data unless a backup service is expressly included.
6.3 Domain transfers. If you ask us to transfer a domain we register or manage to another provider or company, a transfer/administration fee applies (two hours at our standard hourly rate), as described in the Billing & Cancellation Policy, along with any registrar charges and settlement of any outstanding balance.
6A. Third Parties, Subcontractors & Third-Party Components
6A.1 We may use third parties to deliver the Services. You acknowledge and agree that we may engage subcontractors, specialists, agencies, and freelancers (for example, developers, designers, copywriters, photographers, videographers, installers, cabling technicians, or marketing specialists) to perform all or part of the work. We remain responsible to you for the Services, including work performed on our behalf, and remain your point of contact.
6A.2 Third-party products and components. Deliverables commonly incorporate third-party software, platforms, frameworks, libraries, open-source components, themes, plugins, APIs, fonts, stock media, and hardware. These are supplied under their own licences and terms, which apply to your use of them. Where a component requires an ongoing licence or subscription, that is your responsibility unless your proposal expressly includes it.
6A.3 Marketing and advertising services. Marketing work is delivered through third-party platforms (for example, search and social advertising, email, review, listing, analytics, and SEO tools). Those platforms set their own policies, pricing, approval rules, and performance, and may change or suspend accounts at their discretion. Advertising spend and platform fees are your cost unless your proposal states otherwise, and we do not guarantee rankings, impressions, clicks, leads, or any specific marketing result.
6A.4 AI services. AI features rely on third-party AI platforms and models. See Section 7.
6A.5 Your information. To deliver the Services we may need to share your information with these providers — for example, giving a developer access to your site, a marketing platform your customer list, or an installer your address. We share only what is reasonably necessary, require confidentiality obligations at least as protective as Section 8 from anyone we engage, and remain responsible for their handling of your information. See our Privacy Policy for more.
6A.6 Accounts in your name. Where practical we set up third-party accounts (domains, hosting, ad platforms, AI providers) in your name and under your ownership, so you keep control of them. Where an account is held by us on your behalf, we will transfer or provide access on request, subject to any outstanding balance and Section 4.1.2.
6A.7 What we are not responsible for. We are not responsible for third-party outages, price changes, policy or feature changes, deprecations, account suspensions, or acts and omissions of providers you engage directly. Nothing in this Section limits our responsibility under Section 6A.1 for work performed on our behalf.
7. AI-Generated Content & AI-Enabled Services
7.1 Use of AI in Producing Deliverables
7.1.1 Disclosure. You acknowledge and agree that we may use artificial-intelligence tools to assist in producing Deliverables, including drafting text and copy, generating or editing images and graphics, writing or refactoring code, and preparing designs, layouts, and documentation. We remain responsible for delivering work that conforms to the agreed scope and for performing Services in a professional and workmanlike manner (Section 9.1).
7.1.2 No warranty of AI output. AI-assisted output may contain factual errors, outdated information, non-functional code, inconsistencies, or material that unintentionally resembles existing works. We do not warrant that AI-assisted output is accurate, complete, original, non-infringing, or fit for any particular purpose, and such output is provided subject to the disclaimers in Section 9.2.
7.1.3 Your review obligation. You are responsible for reviewing, verifying, and approving all Deliverables before publication, distribution, or reliance — including verifying facts, figures, legal, medical, financial, or regulatory statements, and confirming that content is suitable for your intended use. Your acceptance of a Deliverable constitutes your confirmation that you have reviewed it. We are not responsible for losses arising from published content you did not review.
7.1.4 Ownership and third-party rights. Ownership of Deliverables transfers as stated in Section 5. However, the legal status of AI-generated material is unsettled and varies by jurisdiction: such material may not be eligible for copyright protection in some jurisdictions, and we cannot guarantee exclusivity in AI-assisted output. Where exclusivity or registrable copyright is essential, tell us in writing before work begins so we can scope the work accordingly.
7.1.5 Your materials. If you supply us with content, data, or materials to be processed by AI tools, you represent that you have the right to do so. Do not provide protected health information, payment card data, government-issued identifiers, or other regulated or highly sensitive data unless we have agreed in writing to handle it.
7.2 AI Features We Install or Configure for You
7.2.1 Nature of AI systems. Where Services include AI features — such as chatbots, AI receptionists, voice assistants, automated scheduling or intake, document automation, smart camera analytics, or workflow automation — you acknowledge these systems are probabilistic and not deterministic. They can produce responses that are incorrect, incomplete, inappropriate, or unexpected, including responses that were not foreseeable at configuration.
7.2.2 No warranty; human oversight required. We do not warrant that any AI feature will be accurate, uninterrupted, error-free, or fit for a particular purpose. You are responsible for monitoring AI features in operation, for maintaining human oversight appropriate to your business, and for promptly notifying us of problems. AI features are tools that assist your business; they are not a substitute for professional judgment or qualified human review.
7.2.3 Not professional advice. AI features must not be used to provide medical, legal, financial, safety-critical, or emergency guidance, or to make decisions with legal or similarly significant effects about individuals (including employment, credit, housing, or insurance decisions), unless expressly agreed in writing and appropriately supervised by you.
7.2.4 Your responsibility for AI communications. Once an AI feature is deployed in your business, communications it generates are your communications with your customers. You are responsible for their content and consequences, for any disclosures your industry or jurisdiction requires (including disclosing that a customer is interacting with an automated system where required), and for compliance with recording, consent, marketing, and privacy laws applicable to you.
7.2.5 Third-party AI providers. AI features typically rely on third-party AI platforms and models. Those providers control model behavior, availability, pricing, and terms, and may change, deprecate, or discontinue models at any time. We are not responsible for third-party outages, changes, degraded output quality, or price changes, and provider fees are your responsibility unless expressly included in your plan (see Section 6).
7.2.6 Configuration and content. Where you supply the knowledge base, prompts, scripts, pricing, or business information an AI feature relies on, you are responsible for the accuracy and currency of that information. AI features reflect what they are given.
7.3 Allocation of Responsibility
7.3.1 To the maximum extent permitted by law, we are not liable for decisions made, actions taken, or content published in reliance on AI-assisted output or AI feature responses, or for losses arising from your failure to review Deliverables or to maintain oversight of deployed AI features.
7.3.2 Nothing in this Section limits our obligation to perform Services in a professional and workmanlike manner, and nothing here excludes liability that cannot be excluded under applicable law, including liability for gross negligence, willful misconduct, or fraud. All limitations in this Section are subject to Section 10 (Limitation of Liability).
7.4 AV AI Growth
7.4.1 Nature of the service. Where Services include AV AI Growth or a similarly named search-visibility, market-analysis, or growth-intelligence offering, we use artificial-intelligence tools on an ongoing basis to analyze publicly available information about your market, your website, and your competitors, and to generate opportunities, findings, and recommendations for your business. This is distinct from Section 7.1 (AI used to draft your deliverables) and Section 7.2 (AI features installed in your business); the protections, disclaimers, and limitations in Sections 7.1 through 7.3 apply equally to AV AI Growth, and this Section 7.4 supplements them.
7.4.2 No guarantee of outcomes. AV AI Growth identifies and acts on opportunities; it does not guarantee search-engine rankings, placement or recommendation by any AI platform, lead volume, website traffic, conversion rates, revenue, or any other business outcome, consistent with Section 8A. Findings and recommendations reflect available data at the time of analysis and may change as your market, competitors, and the platforms we monitor change.
7.4.3 Data sources and third-party platforms. Delivering AV AI Growth may involve accessing accounts you connect to us (for example, Google Search Console or Google Analytics), analyzing publicly available information about your competitors, and querying third-party search engines and AI platforms. We are not responsible for the accuracy, availability, or policies of those third-party sources, and third-party platform fees are billed as described in the Billing & Cancellation Policy, Section 6.
7.4.4 Human review before action. Recommendations generated by AV AI Growth are surfaced for your review; we do not implement, publish, or act on a recommendation on your behalf without your approval, unless your proposal expressly states otherwise.
7.4.5 Ownership of analysis and output. The methodology, models, prompts, scoring, and underlying system used to generate AV AI Growth's findings are our proprietary tools and remain our property under Section 5.2. Reports and recommendations generated specifically for your business during an active subscription are made available to you for your use for so long as the subscription is active; see Section 5A.7 for what happens after cancellation.
7.5 AV Prime Smart Tap AI Features
7.5.1 Where your Smart Tap plan includes an AI receptionist, voice assistant, or automated intake feature, it is an "AI feature" for purposes of Section 7.2, and Sections 7.2 and 7.3 apply to it in full. As of this version, those features may be built on Anthropic's Claude (text/drafting) and Retell (voice), depending on what is active on your plan; we may add, remove, or change providers as described in Section 7.2.5. See your Smart Tap Terms §13 for Smart-Tap-specific detail.
7.5.2 Nothing in this Section 7.5 narrows the disclosures, consent, and messaging rules in your Smart Tap Terms and Privacy Policy that apply to how your customers interact with these features.
8. Confidentiality & Restrictions on Demos, Materials and Media
8.1 Mutual confidentiality. Each party will protect the other's non-public information disclosed in connection with the Services and use it only to perform or receive the Services.
8.2 Our confidential materials. The following are our confidential information and remain our property unless and until ownership transfers under Section 5 upon full payment: proposals and quotes; pricing, discounts, rate cards and commercial terms; demonstrations, demo systems, prototypes and trial access; mockups, drafts, concepts, comps, wireframes and work-in-progress; renderings, screenshots, photographs, videos and other media we show you; source code, configurations, documentation and internal tools; and any login or preview links we provide.
8.3 Restrictions. Except as needed to evaluate our proposal internally, you agree not to, and not to permit anyone else to: - copy, reproduce, download, screenshot, screen-record, or otherwise capture our materials; - share, forward, publish, post, or display them to any third party, including on social media, in public forums, or to our competitors; - use them to solicit competing bids, to replicate the work yourself, or to have a third party build from them; - remove or obscure any watermark, credit, or confidentiality notice; or - share access links, credentials, or preview environments with anyone not authorized by us.
8.4 Internal evaluation is permitted. You may share materials with your own employees, officers, and professional advisors who need them to evaluate our proposal, provided you inform them of these restrictions and remain responsible for their compliance.
8.5 Demonstrations and previews. Demos, prototypes, and preview links are provided for evaluation only, are time-limited, and may be revoked at any time. They are not delivered work product, may be incomplete, and grant no licence or ownership of any kind.
8.6 Third-party media. Stock images, fonts, icons, and similar assets shown in concepts are often licensed for presentation only. Do not use them until the licence is purchased and the work is delivered; unlicensed use is your responsibility.
8.7 Return or deletion. On request, or if we do not proceed, you will stop using and delete or return our materials, subject to your reasonable internal record-keeping.
8.8 Remedies. Unauthorised disclosure or use may cause harm that money alone cannot fix, so we may seek injunctive relief in addition to any other remedy. These obligations survive termination of this Agreement.
8.9 Our use of your name. We will not publish your name, logo, or project as a case study or portfolio piece without your prior written consent. [If you prefer to grant this up front, say so in writing and we will note it in your proposal.]
8A. No Guarantee of Business Results
Unless expressly guaranteed in a signed agreement, we do not guarantee specific sales, revenue, profits, website traffic, search-engine rankings, advertising results, leads, conversions, customer acquisition, business growth, or other commercial outcomes. Technology, advertising platforms, search engines, consumer behaviour, and market conditions change independently of us.
8B. Your Materials & Rights
You represent that you have the necessary rights and permissions to give us the materials used in your project — logos, photographs, video, trademarks, customer data, text, databases, software, and other content. You are responsible for the legality and accuracy of materials you provide, and for reviewing and approving final content before publication or deployment.
8C. Force Majeure
Neither party is responsible for delays or failures caused by circumstances reasonably beyond its control, including natural disasters, severe weather, widespread internet or utility outages, governmental actions, labour disruptions, war, civil disturbance, cyberattacks affecting third-party infrastructure, or third-party platform failures. Payment obligations for services already properly performed are not excused solely by such an event.
9. Warranties & Disclaimers
9.1 We warrant that Services will be performed in a professional and workmanlike manner. For project deliverables, we will correct material defects reported within 30 days of delivery at no charge, provided the defect is not caused by Client changes or third-party factors.
9.2 EXCEPT AS EXPRESSLY STATED, SERVICES AND DELIVERABLES ARE PROVIDED "AS IS," AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
9.3 Service availability. Where Services include hosted software, a dashboard, or a platform such as AV Prime Smart Tap, we work to keep it available but do not guarantee uninterrupted or error-free operation, and we do not promise a specific uptime percentage unless we have agreed to one with you in writing. We likewise do not promise a specific support response time or 24/7 availability unless your proposal or plan states that commitment.
9.4 Shipping of physical devices. Where we ship a physical device (including a Smart Tap device) to you, we select a shipping method and carrier reasonably, and do not guarantee a specific delivery date unless agreed in writing. Which party bears risk of loss during shipping for a specific order is addressed in your proposal or order confirmation where applicable, and we recommend any order without that detail be confirmed in writing before being treated as final.
9.5 Returns. Returns of physical devices follow the policy stated in your proposal or order confirmation. A device that has been customized, personalized, or branded for you specifically may not be returnable once produced.
10. Limitation of Liability
10.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS OR DATA.
10.2 OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO US FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM IN THE 6-MONTH PERIOD PRECEDING THE CLAIM.
11. Indemnification
You will indemnify and hold us harmless from third-party claims arising out of materials you provide, your use of the deliverables, or your breach of this Agreement. We will likewise defend and indemnify you against third-party claims that our original deliverables, as delivered by us, infringe a U.S. intellectual-property right, except to the extent a claim arises from your materials, your modifications, or use outside the agreed scope.
12. Term & Termination
12.1 This Agreement applies to each accepted proposal for the duration of the related Services.
12.2 Either party may terminate for material breach not cured within 30 days' written notice. On termination, you will pay for all Services performed and non-cancellable costs incurred through the termination date. Subscription cancellation follows the Billing & Cancellation Policy.
12.3 Suspension or termination for cause. We may also suspend or terminate access to a Service, feature, or Smart Tap device, with notice where reasonably practicable, for a legitimate reason such as a violation of our Acceptable Use Policy, a security risk to our systems or other clients, nonpayment under the Billing & Cancellation Policy, or a legal requirement. We do not suspend or terminate access arbitrarily or without such a reason.
13. Governing Law; Dispute Resolution; Venue
13.1 Governing law. This Agreement and any dispute arising out of or relating to this Agreement, the Services, any Statement of Work, Order, invoice, subscription, or the parties' business relationship is governed by the laws of the State of New York, without regard to conflict-of-law principles.
13.2 Good-faith dispute resolution. Before commencing a legal action, the party asserting a dispute shall provide written notice describing the dispute and the relief requested. The parties shall have thirty (30) days after receipt of the notice to attempt in good faith to resolve the matter, unless immediate judicial relief is reasonably necessary or the claim is subject to an applicable limitations period or other deadline.
13.3 Court proceedings and venue. Except where applicable law requires otherwise, any judicial proceeding arising out of or relating to this Agreement shall be brought in a court of competent jurisdiction located in Onondaga County, New York, and each party consents to the personal jurisdiction and venue of those courts.
13.4 Small claims. Nothing in this Agreement prevents either party from bringing an eligible individual claim in a small claims court or other court of limited jurisdiction having lawful jurisdiction over the claim.
13.5 Injunctive and emergency relief. Nothing in this Section prevents either party from seeking temporary, preliminary, emergency, or other appropriate equitable relief from a court of competent jurisdiction when reasonably necessary to protect confidential information, intellectual property, proprietary software or technology, credentials, systems, data, trade secrets, or other legally protected rights.
13.6 Collection actions. Nothing in the thirty-day informal dispute-resolution requirement prevents AV Prime Design from issuing payment notices, suspending or terminating Services as otherwise permitted by this Agreement, or taking reasonable steps to preserve or enforce its rights concerning past-due amounts. Any recovery of attorneys' fees, collection expenses, interest, or other charges is governed by the applicable provisions of this Agreement and applicable law.
13.7 No mandatory arbitration. The parties are not required by this Agreement to submit disputes to binding arbitration.
13.8 Survival. This Section survives expiration, cancellation, or termination of this Agreement.
14. Miscellaneous
14.1 Entire agreement. This Agreement, the accepted proposal, and the incorporated policies are the entire agreement and supersede prior discussions.
14.2 Order of precedence. If terms conflict, the signed proposal controls, then this Agreement, then the policies.
14.3 Assignment. You may not assign without our written consent; we may assign to a successor in a merger or sale of assets.
14.4 Force majeure. Neither party is liable for delays beyond its reasonable control.
14.5 Severability & waiver. If any provision is unenforceable, the rest remains in effect; no waiver is implied by delay.
14.6 Notices. Notices may be sent to the email or address on file, including info@avprimedesign.com.
14.7 Updates. We may update this Agreement prospectively; material changes will be posted at https://www.avprimedesign.com with an updated effective date. Continued use constitutes acceptance.
AV Prime Design Corp. — info@avprimedesign.com