WebContesta Service Agreement

Vertacomai LLC ("we," "us," or "Vertacomai") will provide Customer with the WebContesta service ("the Service"), which includes:

• Design and development of one (1) bilingual marketing website using Vertacomai's locked WebContesta template;
• Hosting on Vertacomai's managed infrastructure;
• Registration of one (1) .com domain selected by Customer from a pre-vetted list provided by Vertacomai;
• SSL certificate, automated security updates, and uptime monitoring;
• Google Business Profile setup assistance and schema.org SEO markup;
• WhatsApp Business intake form configured to route to Customer's designated WhatsApp number;
• Unlimited minor text edits (hours, services, pricing, phone numbers, addresses) submitted via WhatsApp or email;
• Quarterly photo refresh (up to 10 photo swaps every 90 days), provided Customer submits new photos within reasonable timeframes;
• Email and WhatsApp support during Vertacomai's business hours (9am–7pm ET, Monday–Saturday).

• Custom design work, branding services, or design changes outside the locked WebContesta template menu;
• E-commerce functionality, payment processing on Customer's site, or shopping cart features;
• Content writing services beyond the intake form structure (Customer provides all copy, taglines, and service descriptions);
• Photography services (an optional "SiteShoot" add-on may be available at additional cost);
• Paid advertising management, social media management, or email marketing services;
• Custom integrations with third-party software outside what's specified in the WebContesta template;
• Legal, financial, accounting, or business consulting services.

If Customer needs services outside the WebContesta scope, Customer may engage Vertacomai's separate Launchpad tier at additional cost. This Agreement does not cover Launchpad services.

Monthly Plan: $297.00 USD per month, plus applicable sales tax (currently 8.875% for NYC-based customers, calculated at checkout).

Annual Plan: $3,207.60 USD per year, plus applicable sales tax. Paid in full at the start of the subscription term. Annual Plan customers receive a 10% discount equivalent to $356.40 in savings versus the Monthly Plan.

Optional Add-Ons:

• Custom email at Customer's domain: $20.00/month additional
• SiteShoot photography session: $50–$100 per session (pricing confirmed at time of order)

Payment Method: Customer authorizes Vertacomai to charge Customer's payment method on file via Stripe for the recurring subscription amount and any add-ons selected. Customer must keep payment information current.

Failed Payments: If a payment fails, Vertacomai will retry the charge automatically. Customer will be notified via WhatsApp and email after each failed attempt. If payment is not resolved within ten (10) days of the original due date, Vertacomai may suspend the Service. Suspended sites can be reactivated upon full payment of the past-due balance plus any reactivation fees.

Both Plans: Customer agrees to a minimum twelve (12) month commitment beginning on the Subscription Start Date.

Monthly Plan Early Termination: If Customer cancels the Monthly Plan before completing twelve (12) months, Customer agrees to pay an early termination charge equal to the remaining monthly fees that would have been due for the balance of the twelve-month commitment, calculated as:

(12 − months completed) × $297.00 + applicable tax = Early Termination Charge

The Early Termination Charge will be invoiced as a one-time payment due before the Service is deactivated.

Annual Plan Early Termination: The Annual Plan is paid in full upfront. Customer acknowledges that the annual prepayment is non-refundable, in whole or in part, for cancellations during the initial twelve-month period. After twelve months, Customer may cancel renewal with thirty (30) days' written notice before the annual renewal date.

After the Initial Commitment Period:

• Monthly Plan customers may cancel at any time with no further charges
• Annual Plan customers will auto-renew at the same annual rate unless cancellation notice is given thirty (30) days before the renewal date

Customer Content: Customer retains all ownership rights to text, photographs, logos, branding, and other materials Customer provides to Vertacomai. By submitting Customer Content, Customer represents that Customer owns or has the right to use such content and grants Vertacomai a license to use it solely for the purpose of providing the Service.

Vertacomai Template: Vertacomai retains all ownership rights to the WebContesta template, design system, code, infrastructure, and any proprietary tools used to build and operate the Service. The template is licensed to Customer for use only as part of an active subscription.

Customer's Domain: The domain registered for Customer (the .com selected from Vertacomai's pre-vetted list) belongs to Customer. Upon cancellation, Vertacomai will transfer the domain to a registrar of Customer's choice, subject to ICANN transfer rules (60-day waiting period after registration before transfer is permitted). Vertacomai will not unreasonably withhold the transfer.

Customer's Site Content Migration: Upon cancellation after the initial commitment period (or upon settlement of any Early Termination Charge), Vertacomai will provide Customer with:

• All Customer-submitted photographs in their original format
• All Customer-submitted text content in a standard document format
• A static HTML export of the public-facing pages (without the proprietary template framework)

Vertacomai is not obligated to provide source code, template files, hosting configuration, or proprietary integrations. Customer acknowledges that the Service is a managed product and content migration is provided as a courtesy, not a guaranteed deliverable.

Build Timeline: Vertacomai will publish Customer's site within five (5) business days of receiving a complete intake form, subject to availability of all required Customer-provided materials (10 photos, business information, domain selection, etc.). Incomplete intake submissions delay the build start until completed.

Uptime: Vertacomai targets 99.5% uptime monthly, excluding scheduled maintenance windows. No service credits or refunds are issued for downtime under this Agreement, but Vertacomai will use commercially reasonable efforts to restore service promptly.

Updates: Minor text updates (hours, services, pricing, contact info) submitted by Customer are completed within two (2) business days during normal operations. Quarterly photo refreshes are completed within five (5) business days of receiving Customer's new photos.

Hours of Support: 9am–7pm ET, Monday through Saturday, excluding US federal holidays.

Customer is responsible for:

• Providing accurate, complete intake information at signup;
• Submitting 10 photographs that Customer owns or has the right to use;
• Keeping payment information current;
• Maintaining the WhatsApp number designated for customer intake notifications;
• Notifying Vertacomai promptly of any changes to business hours, services, or contact information;
• Complying with all applicable laws, including consumer protection, advertising, professional licensing (if applicable), and tax regulations as they relate to Customer's business;
• Not using the Service to host content that is illegal, defamatory, infringing, or that violates third-party rights.

To the maximum extent permitted by law:

a. No Indirect Damages. Vertacomai is not liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, lost business opportunities, or reputational harm arising from use of or inability to use the Service.

b. Damages Cap. Vertacomai's total cumulative liability under this Agreement is capped at the total amount Customer has paid for the Service in the twelve (12) months preceding the event giving rise to liability.

c. No SEO or Lead Guarantee. Vertacomai makes no guarantee that the Service will produce specific Google rankings, search visibility, customer leads, or business results. Marketing outcomes depend on factors outside Vertacomai's control, including but not limited to Google algorithm changes, local competition, and Customer's own business operations.

d. No Professional Advice. Nothing on the Customer's site or in communications from Vertacomai constitutes legal, financial, medical, or other professional advice. Customer is solely responsible for the accuracy and legal compliance of all content displayed on Customer's site.

Customer agrees to indemnify, defend, and hold harmless Vertacomai LLC and its officers, employees, contractors, and partners from any third-party claims, losses, damages, or expenses (including reasonable attorney's fees) arising from:

• Customer's use of the Service in violation of this Agreement;
• Customer Content that infringes any third party's rights;
• Customer's business operations, products, or services (Vertacomai is not responsible for what Customer does in Customer's business);
• Customer's violation of any law or regulation.

Vertacomai may suspend or terminate the Service immediately if:

• Customer fails to make required payments and does not cure within ten (10) days;
• Customer materially breaches this Agreement and does not cure within thirty (30) days of written notice;
• Customer uses the Service for illegal or harmful purposes;
• Customer's continued use poses a security or operational risk to Vertacomai's infrastructure;
• Required by law or by a valid court order.

Termination under this section does not waive Customer's obligation to pay any unpaid balances, including Early Termination Charges.

Vertacomai may make changes to the WebContesta template, features, or operational procedures from time to time. Vertacomai will notify Customer in advance of any material changes that reduce functionality. Customer's continued use of the Service after such changes constitutes acceptance.

Vertacomai may also adjust pricing for renewal terms after the initial twelve (12) month commitment, with at least thirty (30) days' written notice. Pricing changes do not affect the current commitment period.

Governing Law: This Agreement is governed by the laws of the State of New York, without regard to conflict of law principles.

Informal Resolution First: Before filing any formal dispute, the parties agree to attempt good-faith resolution via email or WhatsApp for at least thirty (30) days.

Venue: If informal resolution fails, any dispute arising from this Agreement will be brought in the state or federal courts located in Queens County, New York. Both parties consent to the jurisdiction of these courts.

No Class Actions: Customer and Vertacomai both waive any right to participate in class actions or class arbitrations against the other.

This Agreement is available in English and Spanish. Both versions are intended to convey identical terms. In the event of any conflict or ambiguity between the English and Spanish versions, the English version shall govern. Customer acknowledges having had the opportunity to read this Agreement in whichever language Customer prefers before signing.

This Agreement, along with the Privacy Policy, Terms of Service published at webcontesta.com, and the order details captured at signup (plan selected, payment method, intake form responses), constitutes the entire agreement between Customer and Vertacomai LLC regarding the Service. It supersedes any prior discussions, marketing materials, or representations.

If any provision of this Agreement is held to be unenforceable, the rest of the Agreement remains in effect. Vertacomai may update this Agreement from time to time; Customer will be notified of material changes and given the opportunity to cancel the Service if Customer does not agree to the updated terms.

By checking the acknowledgment box at the conclusion of the WebContesta intake form and by initiating payment via Stripe Checkout, Customer:

• Confirms having read and understood this Service Agreement;
• Agrees to be legally bound by these terms;
• Confirms Customer has authority to enter into this Agreement on behalf of the business named at signup;
• Acknowledges the twelve (12) month initial commitment and the Early Termination Charge calculation.