Client SaaS and Managed Services Agreement

1. Parties and Authority

This Client SaaS and Managed Services Agreement is between AVS Holdings LLC d/b/a UnifiedBizTools ("UnifiedBizTools," "Provider," "we," "us," or "our") and the business, entity, or individual purchasing or using the services ("Client," "you," or "your"). The person accepting this agreement represents that they are authorized to bind the Client.

2. Services

UnifiedBizTools provides AI-enabled smart websites and follow-up systems, website setup, CRM configuration, CRM platform sub-account setup or management, website-to-text capture, missed-call text-back, quote-request follow-up, calendars, forms, funnels, automations, reporting, website analytics and session-replay setup, a website voice assistant and virtual assistant phone answering within the accepted plan's included monthly minutes, optional AI Conversations, onboarding, support, and related managed services. The exact scope is determined by the order form, checkout page, invoice, proposal, or written plan accepted by Client.

3. Paid First Month, Money-Back Guarantee, Billing, and Renewal

The standard Smart Website + Virtual Assistant base plan is $300 per month and includes 300 minutes of virtual assistant talk time each month across the website voice assistant and phone answering. The one-time setup fee is $2,000 and is currently waived for new accounts that enroll during the promotional period in effect at enrollment. Service, build work, onboarding, and the guarantee period begin when enrollment succeeds. Checkout and confirmation must show the exact 30-day refund deadline, its time zone, and exact first renewal date. The first renewal must be scheduled strictly after the disclosed guarantee deadline.

The first base-plan charge has a full 30-day money-back guarantee. If Client completes cancellation within 30 calendar days after enrollment succeeds, Provider will stop renewal and refund that charge in full without deducting Provider's processing fee. Provider will send written cancellation and refund confirmation. This is a fit and satisfaction guarantee, not a promise of leads, jobs, revenue, reviews, rankings, timing, carrier approval, or another business outcome.

Subscriptions renew automatically each billing period until canceled. Client authorizes UnifiedBizTools and its payment processor to charge recurring subscription fees, applicable taxes, approved add-ons, and disclosed pass-through costs. AI Conversations, expressly accepted higher-capacity Virtual Assistant tiers, premium integrations, domains, and similar third-party costs are separate from the guaranteed base-plan fee unless an accepted written order expressly states their price and refund treatment. A Smart Website downshift (the smart website and follow-up features without the virtual assistant) may be offered at $199 per month only when stated in writing.

Existing clients remain governed by the checkout, order, and agreement they accepted. This agreement does not silently migrate an existing customer or authorize a new charge. If the initial payment fails, no paid-client, guarantee-active, or onboarding-complete state begins. If a later payment fails or an account becomes past due, we may retry payment, pause onboarding, suspend access, disable automations or messaging, remove connected services, or terminate the account.

4. Third-Party Platforms

Many services depend on platforms we do not control, including CRM and automation platforms, payment processors, phone carriers, SMS and email providers, website analytics providers, domain/DNS providers, hosting providers, AI providers, and other integrations. Their pricing, approval requirements, availability, policies, deliverability, enforcement, and features may change. We are not responsible for third-party outages, account reviews, suspensions, message filtering, payment holds, policy enforcement, or feature changes.

5. Account Access and Ownership

Client owns its business records, customer records, contact lists, submitted content, and lawful customer data. UnifiedBizTools owns its templates, snapshots, workflows, prompts, automation logic, website structures, documentation, implementation methods, internal processes, and other provider-created materials unless a written order says otherwise.

During an active subscription, Client receives a limited, non-exclusive, non-transferable license to use Provider materials for Client's own business operations. After cancellation, suspension, or termination, we may disable or remove Provider-owned materials, automations, websites, numbers, domains, AI assistants, integrations, or platform access, subject to platform rules, legal duties, unpaid balances, and technical limits.

6. Client Responsibilities

• Provide accurate business, billing, domain, brand, service, and contact information.
• Review and approve website copy, marketing claims, SMS/email templates, AI outputs, and automation behavior.
• Obtain and keep lawful consent for communications sent to customers, leads, and contacts.
• Comply with privacy, advertising, telemarketing, SMS, email, consumer-protection, industry, carrier, and platform rules.
• Do not provide purchased, scraped, non-consented, or unlawful contact lists for messaging workflows.
• Keep credentials secure and limit access to authorized users.
• Respond to onboarding and approval requests in a timely way.

7. Messaging Compliance

Client is responsible for consent, opt-out handling, list hygiene, message content, sender identity, unsubscribe links, STOP/HELP handling, and proof of opt-in for communications sent to Client's customers or leads. UnifiedBizTools may refuse, pause, or remove messaging workflows that appear unlawful, abusive, deceptive, non-consented, or likely to violate carrier, CRM, email, payment, or other platform rules.

8. Analytics and Session Replay

Client authorizes UnifiedBizTools to install website analytics, heatmap, and session-replay tools when included in the service. These tools may capture page activity, clicks, scrolls, heatmaps, session replays, device/browser data, and related analytics signals. Client is responsible for disclosing analytics and session recording in its own privacy policy, obtaining any required consent, and avoiding the collection of sensitive personal, financial, health, minor, or confidential information unless appropriate masking and controls are in place.

9. Data Processing and Security

We process Client data to provide, support, secure, troubleshoot, and improve the services. We use reasonable administrative, technical, and organizational safeguards, but no system is completely secure. Client authorizes us and our service providers to process Client data as needed to deliver the services. We may retain records for billing, legal, fraud prevention, dispute resolution, backup, and compliance purposes.

10. AI and Automation

AI tools and automations may draft messages, summarize activity, classify leads, route requests, prepare recommendations, or support workflows. They can be incomplete, delayed, wrong, or unexpected. Client is responsible for monitoring its account, reviewing outputs, and deciding how to use any AI-generated or automated material.

11. No Guaranteed Results

UnifiedBizTools does not guarantee leads, booked jobs, sales, revenue, search rankings, reviews, approvals, deliverability, conversion rates, uninterrupted service, or any particular business outcome.

12. Cancellation, Refund, and Offboarding

Client may cancel by emailing info@unifiedbiztools.com or using another cancellation method Provider makes available. An emailed request is effective when received. A cancellation request received within the exact guarantee deadline and time zone shown at checkout qualifies for the full first-month base-fee refund and stops the next renewal. If a renewal is captured despite a timely request, Provider will reverse it. Provider retains the cancellation timestamp, operator action, refund result, processor reference, and written customer confirmation. A duplicate request cannot produce a duplicate refund.

After the guarantee closes, subscription payments are non-refundable unless the accepted order or applicable law states otherwise, and access normally continues through the paid billing period. The first-month base-plan guarantee does not cover separately authorized add-ons, usage, or pass-through costs without explicit written terms.

If Provider causes a material agreed delivery delay, Provider will extend both the guarantee deadline and renewal date fairly and send revised written dates before renewal. Carrier-controlled delays receive a documented manual decision. Client-caused delays do not change the original dates unless Provider confirms an extension in writing.

After cancellation, Client may request a reasonable export of available customer data within 30 days. Export and transfer options depend on platform limitations, unpaid balances, third-party policies, and technical feasibility. Provider may disable Provider-owned websites, workflows, templates, numbers, assistants, automations, and platform access. If DNS was changed for a launch and Client cancels, UnifiedBizTools will make a reasonable effort to help restore prior DNS settings when Client provides the required domain access and instructions.

13. Restrictions

Client may not copy, resell, sublicense, transfer, reverse engineer, extract, or reuse UnifiedBizTools templates, snapshots, prompts, workflows, configuration methods, or website structures outside Client's active subscription unless expressly allowed in writing.

14. Limitation of Liability

To the maximum extent permitted by law, UnifiedBizTools will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost revenue, lost data, lost goodwill, business interruption, or lost opportunities. Our total aggregate liability will not exceed the amounts Client paid to UnifiedBizTools for the services during the three months before the event giving rise to the claim.

15. Indemnification

Client agrees to defend, indemnify, and hold harmless UnifiedBizTools, its owners, contractors, employees, and agents from claims, liabilities, damages, losses, and expenses arising from Client's business, products, services, data, customer communications, marketing claims, contact lists, website content, use of the services, violation of law, violation of third-party rights, or violation of platform policies.

16. Governing Law and Contact

This agreement is governed by California law. Any disputes will be resolved in California unless applicable law requires otherwise.