Client agreement

Version 1.0 · Effective October 29, 2026

Quick summary

This box is a plain-English overview to help you read the Agreement. It is not a substitute for the numbered sections. If the box and a numbered section say different things, the numbered section controls.

• The Site is $1,800, paid once, plus sales tax where required. There is no monthly fee for the Site. Everything is built in your own accounts and belongs to you once you have paid.
• The AI Assistant is optional. It costs $997 per year plus tax, billed yearly (about $83 a month, but it is not billed monthly). It renews automatically every year, on the anniversary of your Launch day, until you cancel. You can cancel online at any time, even before Launch. We email you a reminder 33 days before each renewal and a short second reminder 7 days before. If you cancel before Launch or within 30 days after it, we refund the first year. If you cancel within 30 days after a renewal charge, we refund that renewal.
• Our four public guarantees are in the Guarantee Terms (sapiura.com/guarantees) and the Deed-in-Your-Name Terms (sapiura.com/deed). Nothing in this Agreement reduces them.
• We do not promise what ChatGPT, Google, or any other AI tool or search engine will say about you, a #1 spot, or any number of leads or sales.
• We are a web design and software company. We are not an insurance agency, producer, or law firm. You are responsible for your insurance advertising, licensing, and marketing compliance.
• Disputes are resolved first by talking, then by individual binding arbitration in Orange County, Florida (video hearings allowed). There are no class actions and no jury trials. Section 24 has the details.

1. About this Agreement

1.1 Parties. This Client Services & Subscription Agreement (the "Agreement") is between Sapiura Systems LLC, a Wyoming limited liability company with its principal office at 7345 W Sand Lake Rd, Ste 210, Office 3330, Orlando, FL 32819 ("Sapiura," "we," "us," or "our"), and the business entity named in your Order ("Client," "you," or "your").

1.2 How you accept. You accept this Agreement when an individual acting for you does both of the following at checkout on sapiura.com/start (or in any other ordering process we provide): (a) types their full name, title, and your business's full legal entity name; and (b) checks the box stating that you agree to this Agreement, including the Guarantee Terms, the Deed-in-Your-Name Terms, and the DPA, and then completes payment. The box is unchecked by default, and links to each document appear next to it. If you buy the AI Assistant, you must also check a separate box that gives your express consent to its automatic renewal (Section 11.6). You may also accept by signing Exhibit B or an e-signature version of this Agreement. Whichever way you accept, this Agreement is binding on the date you accept it (the "Effective Date").

1.3 Electronic signatures and records. You and we agree to do business electronically. Your typed name, together with your checkbox and your payment, is your electronic signature. It has the same legal effect as a handwritten signature under the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) and the Florida Uniform Electronic Transaction Act (Fla. Stat. § 668.50). Sapiura signs this Agreement electronically through its order confirmation email, which identifies Sapiura Systems LLC as the signing party and bears the typed name and title of its authorized signatory, and through Exhibit B when a countersigned copy is requested. This Agreement, the order confirmation, and our acceptance records together are a writing signed by both parties. We keep a record of the version of this Agreement you accepted, the exact checkbox text, the time and date, your IP address, and your browser's user-agent information. We keep these records for the life of our relationship plus at least 4 years. You can ask us for a copy at any time.

1.4 Countersigned copy. If you would like a signed PDF, email info@sapiura.com. We will send this Agreement with Exhibit B for electronic signature by both parties. A countersigned copy does not change the terms you accepted at checkout unless both parties sign a written amendment.

1.5 Authority. The individual who accepts this Agreement for you promises that they are at least 18 years old and are authorized to bind you to it. If they are not authorized, they agree to be personally bound by this Agreement to the extent the law allows.

1.6 Business use only. You promise that you are a business (such as an insurance agency, corporation, LLC, partnership, or sole proprietorship operating a business), that you are buying our services for business purposes, and that you are not buying them for personal, family, or household purposes. Our services are not offered to consumers. Even so, we have designed our automatic-renewal, cancellation, and refund practices to meet the federal Restore Online Shoppers' Confidence Act and the strictest state automatic-renewal laws as if they applied to you.

1.7 United States only. Our services are offered only to businesses located and operating in the United States. You promise that you are located in the United States.

1.8 Documents that are part of this Agreement. The following are part of this Agreement:

• (a) each Order you place;
• (b) the Guarantee Terms at sapiura.com/guarantees;
• (c) the Deed-in-Your-Name Terms at sapiura.com/deed;
• (d) the Data Processing Addendum at sapiura.com/dpa (the "DPA"), which includes our list of subprocessors at sapiura.com/subprocessors; and
• (e) the Acceptable Use Policy in Exhibit A (the "AUP").

Our Privacy Policy at sapiura.com/privacy explains how we handle personal information about you and your staff as our customer. It is not a contract term, but we will follow it. Use of sapiura.com itself (including the free AI check) is covered by our Terms of Service at sapiura.com/terms. Our Accessibility Statement is at sapiura.com/accessibility.

1.9 Which document controls. If documents conflict, they control in this order: (1) the Order (checkout summary), for price and what was bought; (2) the Guarantee Terms and the Deed-in-Your-Name Terms, on their subjects; (3) the DPA, on Client Personal Information; (4) this Agreement; (5) the AUP; and (6) the Terms of Service, which cover website use only and never control for paying clients. An Order may add to a guarantee or to your rights, but no Order, and nothing else in this Agreement, reduces a guarantee we have advertised publicly.

2. Definitions

Capitalized words have the meanings below or where they are first defined in bold.

• "Activation Date" means the date the AI Assistant is first made available to you. If you buy the AI Assistant at checkout with The Site, the Activation Date is your Launch date. If you buy it after Launch, the Activation Date is the date we confirm by email that it is ready to use.
• "AI Assistant" means our optional software subscription described in Section 11.
• "AI Output" means any text, code, suggestion, report, answer, or other material generated in whole or in part by an artificial-intelligence model, whether through the AI Assistant, while we build the Site, or while we calculate a Shortlist Score.
• "Approver" means the one person you name in the Intake Form (or later by email) who may approve designs, content, launch, and AI Assistant changes for you.
• "Authorized User" means one of your employees or contractors whom you authorize to use the AI Assistant, up to 3 at any one time.
• "Business Day" means Monday through Friday, excluding U.S. federal holidays, measured in U.S. Eastern Time.
• "Cleared Payment" means payment of the Site Fee (and, if ordered, the first-year AI Assistant Fee) that our payment processor reports as successful and not pending. Card payments usually clear at once; ACH bank payments can take several Business Days.
• "Client Materials" means everything you or anyone acting for you gives us or makes available to us: text, logos, photos, license numbers, carrier information, trademarks, data, account access, and instructions.
• "Complete Intake Form" means the Intake Form submitted with every required field answered and the materials it asks for provided (or a statement that you have none).
• "Confidential Information" has the meaning in Section 14.
• "Client Personal Information" means personal information about your website visitors, prospects, or customers that we receive, store, or transmit for you, including quote-form submissions. It includes "nonpublic personal information" as defined under the Gramm-Leach-Bliley Act.
• "Custom Work" means the design, written text, and code that we create specifically for you as part of the Site, excluding Sapiura Components, Third-Party Materials, and Client Materials.
• "Domain Access" means delegated access to your domain registrar or DNS provider (or a named person on your side who can make the changes we ask for) sufficient for us to point your domain to the Site.
• "Fees" means the amounts listed in your Order, plus applicable taxes.
• "Insurance Statement" means any statement about insurance coverage, policy terms, premiums, pricing, discounts, savings, claims handling, carrier ratings, or comparisons among insurers or products.
• "Intake Form" means our online onboarding form.
• "Launch" (or "Live") means the Site is publicly reachable at your domain over HTTPS and its quote form delivers test submissions to the CRM or inbox you named in the Intake Form.
• "Order" means your checkout selections and receipt, or any order form we both accept in writing, showing what you bought and the price.
• "Request" has the meaning in Section 11.3.
• "Renewal Date" means each anniversary of your Activation Date.
• "Sapiura Components" means our pre-existing or generally reusable tools, templates, code libraries, frameworks, scripts, configurations, prompts, workflows, know-how, and methods (including the Shortlist Score methodology), and any improvements to them that are not specific to you.
• "Security Incident" has the meaning in the DPA.
• "Service Data" means technical and usage information that our systems generate when providing the services, such as performance logs, error reports, Request counts, and feature usage, but not the content of Client Personal Information.
• "Shortlist Score" means the score described in Section 4.2(h).
• "Site" means the website we build for you under Section 4.
• "Site Services" means everything we do under Sections 4 through 7.
• "Site Fee" means the one-time $1,800 fee for the Site (plus applicable tax) stated in your Order.
• "Site Preview" means the full, clickable pre-launch version of the Site that we send you for approval.
• "Start Date" means the date the last of these is received: a Complete Intake Form, Domain Access, and Cleared Payment. If that happens after 5:00 p.m. Eastern Time or on a day that is not a Business Day, the Start Date is the next Business Day.
• "Subscription Year" means each 12-month period of the AI Assistant, starting on the Activation Date or a Renewal Date.
• "Third-Party Materials" means fonts, icons, images, open-source software, plug-ins, widgets, and other materials owned by someone other than you or us.
• "Third-Party Services" means services run by others, such as your domain registrar, Cloudflare, GitHub, Google, Bing, Apple, Yelp, your CRM or quoting vendor, Stripe, OpenRouter, and AI model providers.

Words such as "including" mean "including without limitation." Headings are for convenience only. "Days" means calendar days unless we say Business Days.

3. Our role and the insurance-licensing firewall

3.1 What we are. Sapiura is a web design and software company. We are not an insurance agency, insurance producer, adjuster, or managing general agent. We are not a law firm or a compliance consultant. We do not give insurance, legal, regulatory, accounting, or tax advice. Any template, checklist, consent text, footer, disclosure, or flag we provide is a starting point for your review, not advice.

3.2 We do not transact insurance. We do not, and will not, solicit, sell, negotiate, bind, place, or advise on insurance; recommend any insurer or policy; explain or compare coverage to anyone; or contact your prospects or customers. We do not receive or handle premium. Quote requests from your Site go to you, and you alone decide how to respond.

3.3 Our fees are flat. Our Fees are flat amounts set in advance. They are never contingent on, or calculated by reference to, the sale, placement, binding, renewal, or premium of any insurance policy, or the number of leads, quote requests, referrals, or customers you receive. We do not accept commissions, referral fees, override payments, or any other compensation from you, any insurer, or anyone else for any insurance business. You agree not to offer us any such compensation. If any law would treat any part of our arrangement as compensation tied to insurance sales, we may change that part of our arrangement as needed to comply, while keeping the price the same or lower.

3.4 You control your content. You decide what your Site and listings say. You approve all content before it goes live. You are the publisher of your Site.

4. The Site: what is included

4.1 Fee. The Site costs $1,800, paid once at checkout, plus sales tax where required. There is no monthly fee for the Site.

4.2 What we deliver. For the Site Fee, we will provide the following:

• (a) Design. Two homepage design directions. You pick one, and we apply it across the Site. The Site is designed mobile-first.
• (b) Pages. Up to 15 pages, such as coverage lines, towns you serve, your team, carriers, a quote/contact page, and a Licensing & Disclosures page. We write page content from your Intake Form and Client Materials. You approve it before Launch.
• (c) AI and search readability. Answer-first page structure, structured data, server-rendered HTML, and settings that allow AI crawlers to read the Site.
• (d) Listings. We set up or update, and match to your Site, your Google Business Profile, Bing Places, Apple Business Connect, and Yelp listings, within 30 days after you give us access to each one. Listings stay in your accounts. Each platform decides whether to verify, show, or change your listing. We do not control reviews or rankings on any platform.
• (e) Quote form. A "60-second" quote form that sends submissions to your CRM or your inbox, with an alert to the producer you name. It includes an optional renewal-date field and a separate call-consent checkbox that is unchecked by default. Calls or texts to a consumer should happen only if that box is checked and the rest of your compliance obligations are met. The Site also includes tap-to-call links to your phone number.
• (f) Move and launch. 301 redirects from your old pages, DNS changes limited to what the Site needs, a test that your email still works after the switch, and a 30-day watch of your Google Search Console after Launch.
• (g) Compliance features. A license footer, a Licensing & Disclosures page, consent text on forms, and a privacy link, all based on information you give us and approved by you. The Site is built and tested to Web Content Accessibility Guidelines (WCAG) 2.2 Level AA at Launch (see Section 18.3).
• (h) Shortlist Score. A count of how many times your agency is named in 120 AI answers. We ask the OpenAI and Perplexity application programming interfaces (with web search turned on) 20 questions, 3 times each, and we also check Google's AI answers by hand. We measure on Launch day and again around day 90, and we report the day-90 score even if it goes down. See Section 17.
• (i) Ownership setup. Code, domain, hosting, and listings set up in your own accounts and in your name, plus a written handoff guide at Launch.

4.3 Hosting. The Site is hosted on your own Cloudflare account on Cloudflare's free plan, which costs $0 per month today. Cloudflare sets its own terms, features, and prices and may change them. Your domain stays with your registrar. You pay any registrar, Cloudflare, or other third-party fees directly.

4.4 Form forwarding. Depending on your setup, quote-form submissions may pass through our form-forwarding service on the way to your CRM or inbox. We provide form forwarding at no extra charge for as long as we offer it. If we stop offering it, we will give you at least 60 days' notice by email and help you switch to a direct setup in your own accounts. We act as your service provider for these submissions under Section 15 and the DPA.

4.5 Not included. Unless your Order says otherwise, the Site does not include: logo or brand identity design; professional photography or video; paid advertising; social media management; ongoing search engine optimization or content marketing; e-commerce, online payments, or member logins; translation or multilingual sites; email hosting or email marketing; custom software beyond the Site; legal, regulatory, or compliance review; third-party fees; or changes after Launch (which you can make through the AI Assistant, through any developer you choose, or under a separate written quote from us).

5. Integrations and client dependencies

5.1 Integrations. We connect the quote form to AgencyZoom, HubSpot, GloveBox, Better Agency, Momentum AMP (NowCerts), or your email inbox, where your vendor allows it. If your vendor offers online quoting (for example, EZLynx Consumer Quoting), we will add it to the Site when the vendor enables it for you, at no extra Sapiura charge. Your vendor may charge you for its features. If we know of a limit on an integration before you pay, we will tell you.

5.2 What we depend on. Some steps depend on you or on Third-Party Services, such as CRM vendor approvals, carrier logo permissions, listing verification codes, registrar access, and your IT provider. We are not responsible for delays or failures caused by them. Section 7 explains how these affect the timeline.

5.3 Access without passwords. We will never ask for your passwords. You give us access by adding us as a user, manager, or collaborator on your accounts, or by making changes yourself when we ask. You keep full control and can remove our access at any time. Removing access may stop work that needs it.

6. Changes before Launch

6.1 Included revisions. During the design and approval steps, we will make reasonable revisions to the chosen design direction and page content that stay within the scope in Section 4.2. Guarantee 2 (one free redesign) is in the Guarantee Terms.

6.2 Out-of-scope requests. If you ask for something outside Section 4.2 (for example, more than 15 pages or a new feature), we will tell you it is out of scope. We will then either decline it, or send you a written quote with the price and any effect on the timeline. We will not do out-of-scope work or charge for it unless you approve the quote in writing (email is fine). The timeline in Section 7 does not cover out-of-scope work.

7. The 7-day timeline

7.1 Target. We will Launch the Site within 7 calendar days after the Start Date, as Guarantee 1 provides. The usual schedule is: Intake Form on Day 0; an optional call on Day 1; two design directions on Day 2; build on Days 3 and 4; your approval on Day 5; and Launch by Day 7.

7.2 Pauses. If we ask you (or someone acting for you) in writing for an answer, an approval, Client Materials, access, or a verification code, and we have not received it by the end of the next Business Day, the 7-day clock pauses until we receive it. The clock also pauses for the other events listed in the Guarantee Terms, including a Guarantee 2 redesign (up to 5 Business Days) and, on our side, only widespread Third-Party Service outages and acts of God. The clock starts again when the cause of the pause ends.

7.3 Guarantee Terms control. Guarantee 1 (Live in 7 days, or we refund $100 per Business Day late, up to $500, credited automatically within 10 Business Days after Launch) works as described in the Guarantee Terms. If this Section 7 and the Guarantee Terms differ, the Guarantee Terms control.

7.4 Sole remedy for delay. The Guarantee 1 refund is your sole and exclusive remedy for any delay in Launch. This does not limit your other rights under the Guarantee Terms.

7.5 Dormant projects. If you pay but do not complete the Intake Form or provide Domain Access, we will email you reminders 30 days and 60 days after your payment. If either is still missing 90 days after your payment, we may close the project by email notice. After closure:

• (a) you may reopen the project at no extra charge at any time within 12 months after your payment, and we will then build and Launch it under this Agreement (Guarantee 1 applies from the new Start Date);
• (b) the Site Fee is not refundable, except under Guarantee 3 if we delivered a design you did not approve;
• (c) your first-year AI Assistant Fee, which has not been activated, is refunded in full on request; and
• (d) any work in progress stays in your accounts.

7.6 Silence after the redesign. If you stop responding after we deliver a Guarantee 2 redesign, the silence rule in the Guarantee Terms applies (reminder after 30 days, closure 14 days later, refund offer open 14 more days, reopening and Launch within 12 months). This Section 7.6 summarizes that rule; the Guarantee Terms control.

8. Your responsibilities

8.1 Accurate information. You will give us complete and accurate information, including your legal and trade names, license numbers, licensed states and lines, carrier appointments, service areas, phone numbers, and team details. You will check all of it before Launch and tell us promptly about any changes. We rely on what you give us and do not independently verify it.

8.2 Approver and response times. You will name one Approver and try to answer our questions within 1 Business Day. Approval by your Approver, including by email or a click in our tools, binds you.

8.3 Accounts. You will keep your domain, registrar, Cloudflare, GitHub, listings, CRM, and email accounts active, secure, and paid. We recommend multi-factor authentication on all of them. You are responsible for anything done through your accounts by anyone other than us.

8.4 Rights to Client Materials. You promise that you own or have permission to use all Client Materials, including photos of your team (with their permission), carrier names and logos, testimonials, and reviews, and that our use of them as you direct will not violate anyone's rights or any law.

8.5 Lawful use. You will use the Site, the AI Assistant, and our other services only lawfully and in line with the AUP.

8.6 Things you add later. You are responsible for anything you, your other vendors, or your developers add to or change on the Site, including tracking pixels, chat widgets, cookies, scripts, and content. Our statements about the Site's privacy features apply only to what we build and install.

9. Your compliance responsibilities

9.1 You are responsible. You are solely responsible for your business's compliance with all laws, regulations, and contracts that apply to you, your Site content, your listings, and how you contact people. This includes:

• (a) Insurance advertising and licensing. State insurance advertising and unfair trade practice rules, producer licensing and disclosure requirements, and the accuracy of your license numbers and licensed states and lines.
• (b) Carriers. Your carrier and agency agreements, including any rules about using carrier names, logos, or ratings. We will show a carrier logo only if you confirm you have permission.
• (c) Calls, texts, and emails. The Telephone Consumer Protection Act and FCC rules, the National Do Not Call Registry, state telemarketing and "mini-TCPA" laws (for example, the Florida Telephone Solicitation Act and the Oklahoma Telephone Solicitation Act), and the CAN-SPAM Act and state email laws. This includes deciding whether and how to contact anyone who submits a form, and honoring the consent choices they make.
• (d) Privacy and data security. The Gramm-Leach-Bliley Act and its rules; state insurance privacy and data-security laws (including state versions of the NAIC Insurance Data Security Model Law and, if you are a New York licensee, 23 NYCRR Part 500); state consumer privacy laws that apply to you; your own privacy notice; and your oversight of service providers, including us.
• (e) Consent and disclosure text. Any consent, disclosure, privacy, or footer text you approve, even if we drafted it.
• (f) Reviews and testimonials. The FTC's Trade Regulation Rule on the Use of Consumer Reviews and Testimonials (16 C.F.R. Part 465), the FTC Endorsement Guides, and each review platform's rules. For example, you must not offer incentives for reviews in a way the law or the platform prohibits, and you must not ask only happy customers for reviews where that is prohibited. We will not set up review gating or incentive programs.
• (g) Accessibility of your own content. Keeping the Site accessible as you or others change it after Launch.

9.2 Our features help but do not replace your judgment. Features such as the license footer, consent checkbox, disclosure page, and AI Assistant flags are tools to help you. They are not legal advice and do not guarantee compliance. You should have your own counsel or compliance professional review your Site and practices.

10. Fees, payment, and taxes

10.1 When you pay. The Site Fee is due in full at checkout. If you buy the AI Assistant at checkout, its first-year Fee is also charged at checkout. Work begins after Cleared Payment.

10.2 Payment processing. Payments are processed by Stripe by card or ACH bank transfer. We do not store your full card or bank account numbers. Stripe's terms apply to its processing. You authorize us and Stripe to charge your payment method for the Fees you agree to, including AI Assistant renewals under Section 11.

10.3 Taxes. Prices do not include taxes. You will pay any sales, use, or similar taxes on our services, which we will collect and show before you pay where we are required to collect them. If a taxing authority later decides that tax was due on an amount you paid, you will pay that tax (but not penalties or interest caused by our own error). Each party pays its own income taxes.

10.4 Failed payments. If an AI Assistant renewal payment fails, we will tell you by email and retry. If the payment is still unpaid 10 days after our first notice, we may suspend the AI Assistant until it is paid. We will never take down, disable, or hold back a launched Site, your domain, your code, your listings, or your accounts because of a billing dispute or unpaid amount. Our remedy for unpaid amounts is to suspend the AI Assistant and to collect what is owed.

10.5 Chargebacks. Please contact us before disputing a charge with your bank. We will try to resolve it quickly. If you dispute a charge that we have already refunded or offered in writing to refund, or a charge you authorized and that is not refundable under this Agreement, we may contest the dispute and share relevant records (such as your acceptance record and delivery records) with the payment processor. If a dispute is made in bad faith, you will reimburse our chargeback fees. A chargeback does not end your obligation to pay amounts you owe.

10.6 No other charges. We will not charge you for anything that is not in your Order, an approved written quote, or an AI Assistant renewal under Section 11.

11. The AI Assistant (optional yearly subscription)

11.1 What it is. The AI Assistant is software that you use by chat or email. It is powered by artificial intelligence. It is not a person and not a managed service. It does two things:

• (a) Changes. You ask for a change to your Site. The AI Assistant prepares a preview. Your Approver approves it, and then it goes live. Any approved change can be undone with one click.
• (b) Numbers. It reports visits, quote requests and other form submissions, referring websites, and visits that arrive from AI tools through links. These numbers come from your Site's own cookie-free counts. Visits from AI tools are counted only when they arrive through a link; a visitor who types your address shows up as direct traffic. All numbers are estimates.

11.2 AI disclosure. When you use the AI Assistant, you are interacting with artificial intelligence, not a human. Its responses and previews are generated by AI models. AI Output can be wrong, incomplete, or out of date, even when it sounds confident. You must review every preview before you approve it.

11.3 Limits.

• (a) 40 Requests per month. Your agency may submit up to 40 Requests in each calendar month (U.S. Eastern Time). Unused Requests do not carry over.
• (b) What counts as a Request. A "Request" is one distinct change to one page or one site-wide element (for example, updating your office hours, adding one FAQ, or replacing one photo), or one question about your numbers. Back-and-forth messages to clarify, revise, preview, approve, or undo the same change count as part of the same Request. A message that asks for several unrelated changes counts as one Request for each change.
• (c) Over the limit. If you reach the limit, new Requests wait until the next calendar month. We may offer to handle extra Requests for a price we quote in advance, but we will never charge you for extra Requests unless you agree in writing first.
• (d) Authorized Users. Only Authorized Users may submit Requests, up to 3 at a time. You are responsible for your Authorized Users and their Requests. Only your Approver can approve a change.
• (e) What it never changes. The AI Assistant will not change your design, your license numbers, or your legal, licensing, disclosure, consent, or privacy text. You can ask us separately about those changes.
• (f) Insurance Statements. If a requested change includes or affects an Insurance Statement, the AI Assistant flags it and a member of our team reviews it before it can be approved. Our review checks only that the change fits the AI Assistant's scope and that nothing looks obviously wrong. It is not legal or compliance advice and not an insurance review. You remain responsible for every Insurance Statement on your Site. We may decline any change that we believe could be inaccurate, misleading, or unlawful.
• (g) Out of scope. Requests outside these limits, such as a redesign or a new feature, go to our team, who will either decline them or send a written quote.

11.4 Price and billing. The AI Assistant costs $997 per Subscription Year, plus applicable tax, billed once per year in advance. That works out to about $83 a month, but it is not billed monthly. If you buy it at checkout, your first-year Fee is charged at checkout and your first Subscription Year starts on your Activation Date (your Launch date). Each later Subscription Year starts on the Renewal Date, which is the anniversary of your Activation Date, not of your purchase date. That way, you get a full year of use.

11.5 Activation. We activate the AI Assistant on your Activation Date and send you an email confirming that it is active, your Activation Date, your first Renewal Date, and how to cancel.

11.6 AUTOMATIC RENEWAL TERMS.

THE AI ASSISTANT RENEWS AUTOMATICALLY EVERY YEAR UNTIL YOU CANCEL. ON EACH RENEWAL DATE (THE ANNIVERSARY OF YOUR ACTIVATION DATE), WE WILL CHARGE THE PAYMENT METHOD ON FILE THE THEN-CURRENT YEARLY PRICE, WHICH IS $997 PLUS APPLICABLE TAX UNLESS WE NOTIFY YOU OF A CHANGE UNDER SECTION 11.8. EACH RENEWAL IS FOR ONE YEAR. YOU CAN CANCEL AT ANY TIME, INCLUDING BEFORE LAUNCH, ONLINE THROUGH THE BILLING PORTAL LINKED IN EVERY RECEIPT AND REMINDER EMAIL AND IN THE FOOTER OF SAPIURA.COM, OR BY EMAILING INFO@SAPIURA.COM. TO AVOID BEING CHARGED FOR THE NEXT YEAR, CANCEL BEFORE YOUR RENEWAL DATE. WE EMAIL YOU A REMINDER 33 DAYS BEFORE EACH RENEWAL AND A SECOND SHORT REMINDER 7 DAYS BEFORE. IF YOU CANCEL BEFORE YOUR ACTIVATION DATE OR WITHIN 30 DAYS AFTER IT, WE REFUND YOUR FIRST-YEAR FEE IN FULL. IF YOU CANCEL WITHIN 30 DAYS AFTER A RENEWAL CHARGE, WE REFUND THAT RENEWAL IN FULL. THERE IS NO MINIMUM COMMITMENT BEYOND THE YEAR YOU HAVE ALREADY PAID FOR.

• (a) Separate consent. We will not charge you for the AI Assistant unless you give your express, affirmative consent to these automatic renewal terms by checking a separate box that is unchecked by default and placed directly next to these terms at checkout. That consent is separate from your agreement to the rest of this Agreement.
• (b) Confirmation. After you buy, we email you a confirmation that you can keep. It includes these automatic renewal terms, the price, how often you will be charged, the cancellation policy, and how to cancel.
• (c) Renewal reminders. Before each Renewal Date we email you two reminders. Reminder 1 is sent 33 days before the Renewal Date (never fewer than 30 or more than 45 days before). It states that the AI Assistant will renew unless you cancel, the Renewal Date, the amount that will be charged (including any price change under Section 11.8), how to cancel online, and a link to these terms. It also serves as your yearly notice of the subscription terms. Reminder 2 is a short notice sent 7 days before the Renewal Date that restates the amount, the date, and how to cancel. Both reminders contain a cancellation link. If we cannot deliver Reminder 1 at least 15 days before the Renewal Date, we will not renew until we reach you.
• (d) Record of consent. We keep a record of your consent under Section 1.3.

11.7 Cancellation.

• (a) How to cancel. You can cancel at any time, online, through our Stripe billing portal. The link is in every receipt and reminder email and in the footer of sapiura.com. Cancelling online takes one step after you sign in, you do not need to talk to anyone, and it is available before Launch as well as after. You can also cancel by email to info@sapiura.com sent by your Approver, an owner or officer of your agency, or from your account email address.
• (b) Confirmation. We send an email confirming your cancellation and its effective date. If you do not receive it within 1 Business Day, contact us.
• (c) Effect. Cancelling stops all future renewals. Unless you are getting a refund under Section 11.9, the AI Assistant keeps working until the end of the Subscription Year you have paid for. If you are getting a refund, the AI Assistant ends when we process the refund.
• (d) No obstruction. We may tell you what happens when you cancel, but we will not make you listen to or accept a retention offer to complete your cancellation.

11.8 Price changes. We may change the yearly price for future Subscription Years. If we do, we will disclose the new price in Reminder 1 (at least 30 days before the Renewal Date when it would first apply) and repeat it in Reminder 2, each time stating the new price, when it takes effect, and how to cancel. If we have not disclosed a new price in both reminders, you renew at the old price. The new price applies only if you do not cancel. A price change never applies to a Subscription Year you have already paid for. If you do not want the new price, you can cancel before the Renewal Date, or cancel within 30 days after the renewal charge and receive a full refund of that renewal.

11.9 Refunds for the AI Assistant.

• (a) First year. If you cancel before your Activation Date or within 30 days after it, we refund your first-year Fee in full. Your first-year Fee is also refunded under Guarantee 3 in the Guarantee Terms, if Guarantee 3 applies.
• (b) Renewals. If you cancel within 30 days after a renewal charge, we refund that renewal in full.
• (c) Discontinuation or material reduction. If we discontinue the AI Assistant, or permanently remove a core feature under Section 11.11, we refund the unused portion of your current Subscription Year on a pro-rata daily basis.
• (d) Termination for our breach. If you end the AI Assistant under Section 23.3 because of our uncured material breach, we refund the unused portion of your current Subscription Year on a pro-rata daily basis.
• (e) Otherwise, no partial-year refunds. In all other cases, we do not give partial-year refunds.
• (f) How refunds are paid. We pay refunds to your original payment method within 10 Business Days after we confirm the refund. We do not deduct processing fees. If the original method is no longer available, we will pay by another reasonable method you choose.

11.10 The Site keeps working. If you cancel the AI Assistant, or it ends or is suspended for any reason, your Site keeps working and remains yours. All changes you approved stay in place.

11.11 Changes to the AI Assistant and its models. We may update the AI Assistant, including the AI models and providers that power it, to improve it, keep it secure, or keep it working when a provider changes or stops a model. Our current AI providers are listed at sapiura.com/subprocessors. If we permanently remove a core feature described in Section 11.1 without a reasonable substitute, we will give you at least 30 days' notice, and you may cancel and receive a pro-rata refund under Section 11.9(c).

11.12 Discontinuation. We may discontinue the AI Assistant for all clients by giving at least 30 days' notice by email. We will refund the unused portion of your current Subscription Year under Section 11.9(c).

11.13 Availability. We work to keep the AI Assistant available and responsive, but we do not promise any uptime level or response time. It depends on Third-Party Services, including AI model providers, that may have outages or change. There is no service level agreement or service credit. A temporary outage does not affect your Site.

11.14 Your content and your responsibility. You decide what to approve. Once your Approver approves a change, it becomes your content, and you are responsible for it as the publisher, even if the AI Assistant drafted it. Do not include Client Personal Information, Social Security numbers, driver's license numbers, policy or claim numbers, health information, financial account numbers, or other sensitive personal information in Requests (see the AUP).

11.15 No training on your data. We do not use your Confidential Information, Client Materials, Client Personal Information, or Requests to train AI models. Where our AI providers offer settings that prevent training on your data or limit how long they keep it, we turn those settings on. AI providers may keep limited data for a short period to operate their services and to detect abuse, as their terms allow.

12. Refunds: summary

This table summarizes every refund we offer. The Guarantee Terms control for Guarantees 1 and 3. Section 11.9 controls for the AI Assistant.

Refunds go to your original payment method within 10 Business Days after we confirm them, with no processing fees deducted.

13. Ownership and intellectual property

13.1 Your materials. You keep all rights in your Client Materials. You give us a non-exclusive, royalty-free license to use, copy, modify, and display Client Materials only to provide our services to you. This license ends when we no longer need it to provide services, except for copies we must keep under Section 15.4.

13.2 Assignment of Custom Work. Effective upon our receipt of full payment of the Site Fee, Sapiura hereby assigns to you all of its right, title, and interest, including all copyrights, in and to the Custom Work, both Custom Work already created and Custom Work created later (including changes approved through the AI Assistant), which passes to you automatically as it is created. The Custom Work is not a "work made for hire" under 17 U.S.C. § 101. This Agreement, signed electronically by both parties (Section 1.3), is the signed written instrument of transfer required by 17 U.S.C. § 204(a). If you later receive a Guarantee 3 refund, you hereby assign back to Sapiura, effective on the refund, all rights in the unapproved Custom Work (but never your Client Materials), as the Guarantee Terms describe. If the copyright in any Custom Work cannot be assigned, we give you an exclusive, perpetual, irrevocable, worldwide, royalty-free, transferable license to it. To the extent the law allows, we waive, and agree not to assert against you, any moral rights in the Custom Work.

13.3 Further assurances. If you need it, we will sign a short, stand-alone copyright assignment or any other reasonable document to confirm or record your ownership, at no charge. Just email info@sapiura.com.

13.4 Before full payment. Your code and accounts are in your name from day one, under the Deed-in-Your-Name Terms. If a Site Fee payment is later reversed (for example, through a chargeback) and you were not entitled to a refund, you hereby assign the Custom Work back to Sapiura, effective on the reversal, until you pay, and it passes to you again automatically when you pay. Meanwhile you keep a non-exclusive license to use and run the Site, and we will not take it down. Our remedy is to collect what you owe.

13.5 Sapiura Components. We keep all rights in Sapiura Components. We give you a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use, copy, modify, and run the Sapiura Components included in your Site, as part of your Site and any later version of it, including after this Agreement or the AI Assistant ends. Any developer you hire may work on them for you. You may not sell, license, or distribute Sapiura Components on their own, apart from your Site.

13.6 Third-Party Materials and open source. Third-Party Materials, including open-source software, are licensed to you under their own licenses, not by us. We will list significant Third-Party Materials in your handoff guide. We will use only Third-Party Materials that we reasonably believe are licensed for use on a commercial website, and we will not knowingly use open-source software under a license that would require you to publish your Site's custom source code.

13.7 AI-generated material. We may use AI tools to help draft content, code, and designs. Under current U.S. law and U.S. Copyright Office guidance, material generated by AI without enough human creative control may not be protected by copyright. We assign to you whatever rights exist in AI Output that is part of the Custom Work, but we do not promise that any Custom Work or AI Output is protected by copyright, can be registered, or is unique. Other people may receive similar AI Output.

13.8 Our retained rights. We may keep and use: (a) Service Data; and (b) aggregated or de-identified information derived from our services, such as average load times or the number of quote requests across clients, that does not identify you, your agency, or any individual and that we do not attempt to re-identify. We may use these to operate, secure, and improve our services, to develop the Shortlist Score methodology and other Sapiura Components, and to describe our results in general terms (for example, "our clients' sites load in under one second on average"). We will never use or disclose the content of Client Personal Information for these purposes, and we will handle Client Personal Information only as the DPA allows.

13.9 Portfolio and publicity. We will not show your Site, name, or logo in our portfolio, marketing, or case studies unless you give us written permission (email is fine). You can withdraw your permission at any time for future uses.

13.10 Feedback. If you give us ideas or suggestions about our services, we may use them freely without paying you or owing you anything. This does not give us any right to your Confidential Information or Client Materials.

14. Confidentiality

14.1 What it covers. "Confidential Information" means non-public information that one party (the "discloser") shares with the other (the "recipient") and that is marked confidential or that a reasonable person would understand to be confidential. Your Confidential Information includes your Client Materials that are not public, your account details, your numbers, and your Requests. Our Confidential Information includes Sapiura Components (other than code delivered in your Site), our pricing that is not public, our prompts, and our methods.

14.2 What it does not cover. Confidential Information does not include information that: (a) is or becomes public through no fault of the recipient; (b) the recipient already knew without a duty of confidentiality; (c) the recipient lawfully receives from someone else without a duty of confidentiality; or (d) the recipient develops independently without using the discloser's Confidential Information. Client Personal Information is protected by Section 15 and the DPA, even if one of these exceptions might otherwise apply.

14.3 Duties. The recipient will use the discloser's Confidential Information only to perform or receive the services, will not disclose it except to its employees, contractors, and service providers who need it for that purpose and are bound by confidentiality duties at least as protective as these, and will protect it with at least reasonable care.

14.4 Required disclosure. The recipient may disclose Confidential Information if required by law or court order, if it gives the discloser prompt notice (where legally allowed) and reasonable help to seek protection.

14.5 How long. These duties last during this Agreement and for 3 years after it ends. For trade secrets, they last for as long as the information remains a trade secret under applicable law.

14.6 Return or deletion. When asked after this Agreement ends, the recipient will delete or return the discloser's Confidential Information, except copies kept in routine backups or kept to comply with law or Section 15.4, which remain protected under this Section 14.

15. Data protection and security

15.1 Our role. For Client Personal Information, we act as your service provider (and "processor" or "service provider" under state privacy laws). We process Client Personal Information only to provide our services to you, as you instruct, and as the DPA describes. We do not sell or share Client Personal Information, use it for advertising or marketing, or combine it with other data, except as the DPA permits.

15.2 The DPA. The DPA at sapiura.com/dpa is part of this Agreement. It covers the Gramm-Leach-Bliley Act and its service-provider requirements, state insurance privacy and data-security laws (including state versions of NAIC Model Laws 668 and 672 and New York's 23 NYCRR Part 500 third-party service provider requirements), state consumer privacy laws, our security program, subprocessors, Security Incident notice, audits, and deletion. This Section 15 is a summary. The DPA controls on these subjects.

15.3 Security and incident notice. We maintain reasonable administrative, technical, and physical safeguards appropriate to the nature of the data, as described in the DPA. If we confirm a Security Incident affecting your Client Personal Information or Confidential Information, we will notify you without undue delay, and no later than 72 hours after we confirm it, and will cooperate with you as the DPA describes. You are responsible for any notices you must give to consumers or regulators, with our reasonable help.

15.4 Retention. Unless the DPA or the law requires otherwise: (a) we keep backup copies of quote-form submissions for 30 days and then delete them (you can export them earlier); (b) we keep security logs for 30 days; (c) we keep onboarding and AI Assistant records for the life of our relationship plus 12 months; (d) we keep orders and invoices for 7 years; and (e) we keep our own checkout consent and automatic-renewal records for the life of our relationship plus 4 years.

15.5 You keep the consumer consent records. Each quote-form submission we forward to you includes the version of the consent text shown, the state of the call-consent checkbox, and a timestamp. You, not Sapiura, are responsible for keeping those records for as long as you may need them to prove consent under the TCPA and similar laws (we recommend at least 4 years). Our copies are deleted after 30 days under Section 15.4(a).

15.6 Data export and return. You may ask us at any time to export the quote-form submissions we still hold (at most the last 30 days). When the services end, or when you walk away under the Deed-in-Your-Name Terms, we will provide that export, then return or delete Client Personal Information within 30 days as the DPA provides.

15.7 Subprocessors. We use subprocessors to provide our services. They are listed at sapiura.com/subprocessors, and the DPA explains how we notify you of changes and how you may object.

15.8 Site privacy features. As we build it, the Site uses cookie-free analytics and does not include visitor-identification tools, advertising pixels, cross-site tracking, or session recording. Stripe and Cloudflare Turnstile may set strictly necessary cookies where they are used. If you or others add tools that track visitors, you are responsible for the notices, consents, and contracts those tools require.

15.9 Your security duties. You are responsible for securing your own accounts and devices, for who you give access to, and for removing our access when you no longer want us to have it. When the Site Services end and you do not have the AI Assistant, we will remove our own delegated access wherever the platform lets us, or ask you to remove it.

16. Third-party services

The Site and our services depend on Third-Party Services, including your domain registrar, Cloudflare, GitHub, Google, Bing, Apple, Yelp, your CRM and quoting vendors, Stripe, Cloudflare Turnstile, Google Calendar, OpenRouter, and the AI model providers it connects to (including OpenAI and Perplexity). Each Third-Party Service has its own terms and privacy practices, which govern your use of it. You are responsible for accepting and following the terms of the Third-Party Services in your own accounts. We are not responsible for any Third-Party Service's outages, errors, security failures, policy or price changes, account suspensions, verification decisions, rankings, or other acts or decisions. If a Third-Party Service changes in a way that affects your Site, we will tell you if we know about it, and we will help you within the scope of the services you have bought.

17. Shortlist Score, AI results, and no outcome guarantee

17.1 What the Shortlist Score is. The Shortlist Score is a dated snapshot of how often your agency is named in a fixed set of AI answers on the day we measure. It is informational only. It is not a ranking, a rating, a guarantee, an endorsement, or a prediction. AI answers change often, vary from one user and day to the next, and can contain errors.

17.2 Third parties named in AI answers. Reports may show the names of other businesses and sources exactly as the AI tools produced them. We do not create, check, adopt, or endorse what AI tools say about you or anyone else.

17.3 How we measure. We use official application programming interfaces for OpenAI and Perplexity under their terms, and we check Google's AI answers by hand. We may adjust our method to follow provider terms or keep the score meaningful, and we will describe any material change in the report.

17.4 No outcome guarantee. We do not promise what ChatGPT, Google, Perplexity, or any other AI tool or search engine will say about you; that you will appear in any AI answer, search result, map, or listing; any ranking, including a #1 spot; or any number of visits, leads, quote requests, customers, policies, or revenue. We improve how easily AI tools and search engines can find, read, and check your agency, but those tools make their own decisions.

18. Warranties

18.1 Our work. We promise that we will perform our services with reasonable skill and care, consistent with generally accepted industry practices for professional website design and development.

18.2 The Site at Launch. We promise that at Launch the Site will include the items in Section 4.2 that apply to you and will work in current versions of major web browsers on desktop and mobile. If it does not, and you tell us within 60 days after Launch, we will fix it at no charge.

18.3 Accessibility. We build and test the Site to WCAG 2.2 Level AA at Launch. If you report an accessibility issue in our work within 60 days after Launch, we will fix it at no charge. This does not cover Client Materials, Third-Party Materials or Third-Party Services (such as a CRM widget or quoting tool), or changes made after Launch by anyone other than us (other than changes made through the AI Assistant, which we design to keep the Site at WCAG 2.2 Level AA). We do not promise that the Site will prevent every accessibility complaint, demand letter, or lawsuit.

18.4 Your remedy. If we breach a promise in this Section 18, our only duty, and your only remedy, is for us to re-perform or fix the work. If we cannot do so within a reasonable time, you may end the affected service and receive a refund of the Fees you paid for the part of the work that does not conform. This does not limit your rights under the Guarantee Terms.

18.5 Your warranties. You promise that the information and statements in Sections 1.5, 1.6, 1.7, 8.1, 8.4, and 26.10 are true.

19. DISCLAIMER OF OTHER WARRANTIES

EXCEPT FOR THE EXPRESS PROMISES IN SECTION 18, THE GUARANTEE TERMS, THE DEED-IN-YOUR-NAME TERMS, AND THE DPA, OUR SERVICES, THE SITE, THE AI ASSISTANT, THE SHORTLIST SCORE, ALL AI OUTPUT, AND ALL OTHER DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT THE LAW ALLOWS, SAPIURA DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE ABOVE, SAPIURA DOES NOT WARRANT THAT THE SITE OR THE AI ASSISTANT WILL BE UNINTERRUPTED OR ERROR-FREE; THAT AI OUTPUT WILL BE ACCURATE, COMPLETE, OR LAWFUL; THAT YOU WILL ACHIEVE ANY SEARCH, AI, LISTING, OR BUSINESS RESULT; OR THAT THE SITE OR YOUR PRACTICES COMPLY WITH ANY INSURANCE, PRIVACY, MARKETING, ACCESSIBILITY, OR OTHER LAW.

20. LIMITATION OF LIABILITY

20.1 NO INDIRECT DAMAGES. TO THE FULLEST EXTENT THE LAW ALLOWS, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS OR CUSTOMERS, LOST GOODWILL, OR LOST OR CORRUPTED DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF IT WAS TOLD THEY WERE POSSIBLE.

20.2 CAP ON SAPIURA'S LIABILITY. TO THE FULLEST EXTENT THE LAW ALLOWS, SAPIURA'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, UNDER ANY THEORY (CONTRACT, TORT, NEGLIGENCE, STATUTE, OR OTHERWISE), WILL NOT EXCEED THE TOTAL FEES YOU PAID TO SAPIURA UNDER THIS AGREEMENT IN THE 12 MONTHS BEFORE THE EVENT THAT FIRST GAVE RISE TO LIABILITY.

20.3 HIGHER CAP FOR DATA AND CONFIDENTIALITY. FOR CLAIMS ARISING FROM SAPIURA'S BREACH OF SECTION 14 (CONFIDENTIALITY), SECTION 15 (DATA PROTECTION AND SECURITY), OR THE DPA, SAPIURA'S TOTAL LIABILITY WILL NOT EXCEED TWO TIMES (2X) THE AMOUNT DESCRIBED IN SECTION 20.2. THIS HIGHER CAP REPLACES, AND IS NOT IN ADDITION TO, THE CAP IN SECTION 20.2 FOR THOSE CLAIMS.

20.4 WHAT THESE LIMITS DO NOT LIMIT. SECTIONS 20.1 THROUGH 20.3 DO NOT LIMIT: (A) YOUR OBLIGATION TO PAY FEES AND TAXES YOU OWE; (B) YOUR INDEMNITY OBLIGATIONS UNDER SECTION 21.1; (C) A PARTY'S LIABILITY FOR ITS FRAUD OR WILLFUL MISCONDUCT; OR (D) ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

20.5 GUARANTEES AND REFUNDS. THE LIMITS IN THIS SECTION 20 NEVER REDUCE OR PREVENT ANY REFUND PROMISED IN THE GUARANTEE TERMS OR SECTIONS 11.9 OR 12. TO THE EXTENT THE LAW ALLOWS, REFUNDS WE PAY COUNT TOWARD THE CAP FOR OTHER CLAIMS. THE GUARANTEE 1 REFUND IS YOUR SOLE AND EXCLUSIVE REMEDY FOR DELAY IN LAUNCH.

20.6 WHY THESE LIMITS ARE FAIR. YOU AGREE THAT THESE LIMITS ARE A REASONABLE ALLOCATION OF RISK, REFLECTED IN OUR PRICES, AND THAT THEY APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

21. Indemnities

21.1 Your indemnity. You will defend Sapiura and its members, managers, employees, and contractors against any claim, demand, lawsuit, or proceeding brought by a third party (including a consumer, carrier, regulator, or government agency), and will pay any resulting damages, fines, penalties, settlements, and reasonable attorneys' fees and costs, to the extent it arises from or relates to:

• (a) Client Materials, or any content, Insurance Statement, or change approved by you or your Approver;
• (b) your insurance products, services, advice, or business practices, or your relationships with carriers, consumers, or regulators;
• (c) any call, text, email, or other communication you or anyone acting for you sends, and your use of Client Personal Information;
• (d) your breach of Section 8, Section 9, or the AUP, or your violation of law;
• (e) anything you or your other vendors add to or change on the Site; or
• (f) any dispute about who owns or controls your accounts, domain, or listings among you, your staff, your former partners, or your prior vendors.

Your duty under this Section 21.1 does not apply to the extent a claim is caused by Sapiura's own breach of this Agreement, negligence, or willful misconduct, or by Custom Work covered by Section 21.2.

21.2 Our indemnity. We will defend you against any claim brought by a third party alleging that the Custom Work, as we delivered it, infringes a United States copyright, and will pay any damages and reasonable attorneys' fees finally awarded against you, or any settlement we agree to, for that claim.

21.3 Exclusions from our indemnity. We have no duty under Section 21.2 for any claim to the extent it arises from: (a) Client Materials or your instructions; (b) Third-Party Materials, open-source software, or Third-Party Services; (c) AI Output generated at your Request through the AI Assistant, or any change you approve; (d) changes to the Custom Work made by anyone other than us; (e) combining the Custom Work with anything we did not provide; (f) continuing the allegedly infringing use after we notify you to stop or provide a non-infringing alternative; or (g) any trademark, patent, trade secret, or right of publicity claim.

21.4 Our options. If the Custom Work is, or we believe it is likely to be, the subject of an infringement claim, we may, at our option and expense: (a) get you the right to keep using it; (b) modify or replace it so it does not infringe while keeping substantially the same function; or (c) if neither is reasonably possible, remove the affected part and refund the part of the Site Fee fairly attributable to it. Sections 21.2 through 21.4 state our entire obligation, and your only remedy, for any claim of infringement. Our obligations under Section 21.2 are subject to Section 20.

21.5 Procedure. A party seeking defense (the "indemnified party") must: (a) notify the other party (the "indemnifying party") in writing promptly after learning of the claim (a delay excuses the indemnifying party only to the extent it is harmed by it); (b) give the indemnifying party sole control of the defense and settlement, except that the indemnifying party may not, without the indemnified party's written consent (not to be unreasonably withheld), settle a claim in a way that admits fault by, or imposes a non-monetary obligation on, the indemnified party; and (c) give reasonable cooperation at the indemnifying party's expense. The indemnified party may take part in the defense with its own counsel at its own expense.

22. Suspension

22.1 AI Assistant only. We may suspend all or part of the AI Assistant, or an Authorized User's access, immediately and without liability, if: (a) a renewal payment is unpaid as described in Section 10.4; (b) we reasonably believe use of the AI Assistant violates the AUP or the law, or creates a security risk to you, us, or others; or (c) a Third-Party Service or legal requirement makes it necessary. We will tell you why, and we will restore access promptly once the cause is resolved. A suspension does not extend your Subscription Year unless the suspension was not caused by you.

22.2 Never the Site. We will never suspend, disable, take down, redirect, or hold back your launched Site, domain, code, hosting, listings, or accounts for any reason, including a billing dispute. If we believe content on your Site is unlawful or harmful, we will tell you and may refuse to make or keep changes we are asked to make, but we will not remove your Site. You remain the publisher of your Site.

23. Term, termination, and what survives

23.1 Term. This Agreement starts on the Effective Date. It continues until the Site Services are complete (including the 30-day Search Console watch and the day-90 Shortlist Score) and, if you have the AI Assistant, for as long as the AI Assistant continues. Your ownership of the Site and your licenses under Section 13 continue after that.

23.2 AI Assistant term. The AI Assistant runs for one Subscription Year and renews automatically under Section 11.6 until you cancel or it ends under this Agreement.

23.3 Termination for breach. Either party may end this Agreement, or the affected service, by written notice if the other party materially breaches this Agreement and does not cure the breach within 30 days after receiving written notice describing it. We may end the AI Assistant immediately by written notice if you materially breach the AUP in a way that cannot be cured or that harms others.

23.4 Refunds when this Agreement ends for breach. If you end this Agreement for our uncured material breach: (a) before Launch, we will refund the Site Fee and any AI Assistant Fee in full; and (b) after Launch, we will refund the unused portion of your current AI Assistant Subscription Year under Section 11.9(d). If we end this Agreement for your uncured material breach before Launch, we will leave all work in progress in your accounts and refund the part of the Site Fee for work we have not yet performed, as we reasonably determine. This Section does not reduce your rights under the Guarantee Terms.

23.5 Walking away. Under the Deed-in-Your-Name Terms, you can stop working with us at any time without an exit fee. Ending this Agreement for convenience does not entitle you to a refund except as stated in Sections 11.9 and 12 and the Guarantee Terms.

23.6 Effect of ending. When this Agreement or a service ends: (a) your Site, domain, code, hosting, listings, and accounts stay yours and keep working; (b) we remove our access and provide the data export and deletion described in Section 15.6 and the Deed-in-Your-Name Terms; (c) amounts already owed by either party (including refunds) remain due; and (d) any AI Assistant renewal stops.

23.7 What survives. These sections survive after this Agreement ends: 1.3, 1.5, 3.3, 7.5(a), 8.4, 9, 10 (for amounts owed), 11.9, 11.10, and 12 (for refunds owed), 13, 14, 15 (for as long as we hold Client Personal Information), 16, 17, 18.5, 19, 20, 21, 22.2, 23.4, 23.6, 23.7, 24, 25, and 26, the Guarantee Terms and the Deed-in-Your-Name Terms (for rights that have accrued or are stated to continue), and the DPA (as it provides), along with any other terms that by their nature should survive.

24. DISPUTE RESOLUTION: INFORMAL RESOLUTION, BINDING INDIVIDUAL ARBITRATION, CLASS ACTION WAIVER, AND JURY TRIAL WAIVER

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU AND SAPIURA TO RESOLVE MOST DISPUTES BY BINDING INDIVIDUAL ARBITRATION, NOT IN COURT, AND IT WAIVES CLASS ACTIONS AND JURY TRIALS.

24.1 Talk first. Before starting arbitration or a lawsuit, the party with a dispute must send the other a written notice that describes the dispute, the relief requested, and the sender's contact information. Notices to Sapiura go to info@sapiura.com and to 7345 W Sand Lake Rd, Ste 210, Office 3330, Orlando, FL 32819. Notices to you go to your account email. For 30 days after the notice is received, the parties will try in good faith to resolve the dispute, including by at least one phone or video call if either party asks. To the extent the law allows, any statute of limitations and any filing deadline is paused (tolled) during this 30-day period. Nothing in this Agreement shortens the time the law allows to bring a claim. If the dispute is not resolved in 30 days, either party may start arbitration or, where allowed below, go to court.

24.2 Agreement to arbitrate. Except as stated in Section 24.3, any dispute, claim, or controversy between you and Sapiura arising out of or relating to this Agreement, our services, the Site, the AI Assistant, any Order, or the relationship between us, whether based on contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether it arose before or after this Agreement (each, a "Dispute"), will be resolved by final and binding arbitration on an individual basis.

24.3 Exceptions. Either party may: (a) bring an individual claim in a small-claims court with jurisdiction, for as long as the claim stays in that court and is not removed, transferred, or appealed to a court of general jurisdiction; and (b) seek a temporary restraining order, preliminary or permanent injunction, or other equitable relief in court to stop actual or threatened infringement or misuse of intellectual property, breach of Section 14 (Confidentiality), or unauthorized access to or use of the other party's systems, accounts, or services. Seeking such relief does not waive the right to arbitrate any other Dispute.

24.4 Rules and administrator. The arbitration will be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules in effect when the arbitration is filed, as modified by this Section 24, and, where they apply, its Mass Arbitration Supplementary Rules. The AAA rules are available at adr.org. If the AAA is unable or unwilling to administer the arbitration, the parties will agree on another administrator, or a court will appoint one under 9 U.S.C. § 5.

24.5 Arbitrator, seat, and hearings. The arbitration will be heard by a single neutral arbitrator who is a lawyer or retired judge with experience in commercial or technology contracts. The seat (legal place) of arbitration is Orange County, Florida. Any hearing will be held by video conference unless the arbitrator decides an in-person hearing is needed, in which case it will be held in Orange County, Florida, or another place the parties agree on. For claims of $25,000 or less, the arbitration will be decided on written submissions and a video hearing of no more than one day, unless the arbitrator decides otherwise.

24.6 Delegation. The arbitrator, and not any court, has exclusive authority to decide all issues about the interpretation, applicability, enforceability, scope, or formation of this agreement to arbitrate, including any claim that all or part of it is void or voidable, except that a court with jurisdiction under Section 25.2 will decide: (a) whether the class, collective, and representative action waiver in Section 24.8 is enforceable; (b) disputes about whether Section 24.10 applies or is being followed; and (c) whether a claim falls within the exceptions in Section 24.3.

24.7 Powers and award. The arbitrator may award any individual relief that a court could award to an individual party under this Agreement and applicable law, including damages, declaratory relief, and injunctive relief, but only in favor of the individual party seeking relief and only to the extent needed to provide relief warranted by that party's individual claim. The arbitrator must follow this Agreement, including Section 20, and the law. The arbitrator will issue a reasoned written award. The award is final and binding, and judgment on it may be entered in any court with jurisdiction. The arbitration and the award will be kept confidential except as needed to enforce the award, comply with law, or as both parties agree.

24.8 CLASS, COLLECTIVE, AND REPRESENTATIVE ACTION WAIVER. YOU AND SAPIURA EACH AGREE THAT ANY DISPUTE WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS. NEITHER PARTY MAY BRING, JOIN, OR PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, CONSOLIDATED ACTION (EXCEPT AS PROVIDED IN SECTION 24.10), PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING, IN ARBITRATION OR IN COURT. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS OR PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING, EXCEPT AS PROVIDED IN SECTION 24.10.

24.9 JURY TRIAL WAIVER. TO THE FULLEST EXTENT THE LAW ALLOWS, YOU AND SAPIURA EACH KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY DISPUTE, INCLUDING ANY DISPUTE THAT PROCEEDS IN COURT FOR ANY REASON.

24.10 Mass arbitration. If 25 or more demands for arbitration raising similar claims are filed against Sapiura, or by Sapiura, by the same or coordinated counsel or organizations (a "Mass Filing"), the following applies in addition to the AAA Mass Arbitration Supplementary Rules:

• (a) Proper notice first. Each demand must be preceded by the individual notice and 30-day discussion in Section 24.1, and each demand must be signed by the claimant personally and include the claimant's name, the account email or business name used with Sapiura, and a description of the claim.
• (b) Batches. Counsel for the claimants and Sapiura will each select up to 10 demands (20 total) to proceed first as a bellwether batch, each as a separate individual arbitration. The remaining demands will not be filed with, or counted as filed by, the AAA, and no AAA fees will be charged for them, until they are selected for a later batch.
• (c) Mediation. After the first batch is decided, the parties will mediate the remaining demands in good faith for at least 30 days, with Sapiura paying the mediator's fees.
• (d) Later batches. If the remaining demands are not resolved, they will be filed and arbitrated in batches of up to 50 demands at a time, with one arbitrator per batch if the parties agree, and each claim decided individually.
• (e) Fairness protections. All statutes of limitations and filing deadlines for demands that are waiting to proceed are tolled from the date the first demand in the Mass Filing was submitted. The result of any arbitration is binding only on the parties to it and does not bind any other claimant. This Section 24.10 applies in the same way to Sapiura and to claimants.
• (f) Court enforcement. A court with jurisdiction under Section 25.2 may enforce this Section 24.10, including by an order that demands not be filed or that fees not be charged other than as it provides.

24.11 Fees and costs. Payment of AAA filing, administrative, and arbitrator fees will follow the AAA Commercial Arbitration Rules and fee schedule, except that for any Dispute in which you seek $10,000 or less, Sapiura will pay or reimburse the part of your AAA filing fee that is more than the filing fee for a civil action in the Circuit Court of Orange County, Florida. Each party pays its own attorneys' fees and costs, except as provided in Section 25.3, or where the arbitrator decides a claim or defense was frivolous or brought for an improper purpose, or where applicable law requires otherwise.

24.12 Federal Arbitration Act. This Agreement involves interstate commerce. The Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs the interpretation and enforcement of this Section 24, despite the choice of Florida law in Section 25.1.

24.13 Severability of this Section. If a court decides that the class, collective, or representative action waiver in Section 24.8 is unenforceable as to a particular claim or request for relief, then that claim or request for relief (and only that one) will be severed and decided by a court under Section 25.2, after all other claims are arbitrated, and the court proceeding on that claim will be stayed until the arbitration is complete. In no case will a class, collective, or representative arbitration take place. If any other part of this Section 24 is found unenforceable, the rest of it remains in effect.

24.14 Changes to this Section. If we change this Section 24 after you accept it, the change will not apply to any Dispute for which a notice under Section 24.1 was sent before the change took effect.

25. Governing law, courts, and attorneys' fees

25.1 Governing law. This Agreement is governed by the laws of the State of Florida, without regard to conflict-of-law rules, except that the Federal Arbitration Act governs Section 24. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

25.2 Courts. For any matter that proceeds in court under this Agreement (including the exceptions in Section 24.3, motions to compel or confirm arbitration, and severed claims under Section 24.13), each party consents to the exclusive jurisdiction and venue of the state or federal courts located in Orange County, Florida, except that small-claims actions may be brought in any small-claims court with jurisdiction, and judgment on an arbitration award may be entered in any court with jurisdiction.

25.3 Attorneys' fees in collection actions. In any arbitration or lawsuit to collect amounts owed under this Agreement, including Fees owed to Sapiura or refunds owed to you, the prevailing party is entitled to recover its reasonable attorneys' fees and costs from the other party.

26. General terms

26.1 Notices. We send notices to the email address on your account, and they are effective when sent unless we receive a delivery failure. You send notices to info@sapiura.com. Legal notices (such as notices of breach, termination, or a Dispute) must also be sent to Sapiura Systems LLC, 7345 W Sand Lake Rd, Ste 210, Office 3330, Orlando, FL 32819. Service of process on Sapiura may be made on its registered agent, Registered Agents Inc, 30 N Gould St Ste R, Sheridan, WY 82801. Keep your account email current.

26.2 Force majeure. Neither party is responsible for a delay or failure caused by events beyond its reasonable control, such as natural disasters, epidemics, war, terrorism, civil unrest, government action, labor disputes not involving its own workforce, widespread internet, power, or utility failures, or widespread outages of a Third-Party Service. The affected party will notify the other and resume performance as soon as reasonably possible. This Section does not excuse any payment or refund obligation. For Guarantee 1, only the events the Guarantee Terms list (widespread Third-Party Service outages, such as a Cloudflare-wide or registrar-wide outage, and acts of God) pause the clock.

26.3 Assignment. You may not assign or transfer this Agreement without our written consent, except to a successor that acquires all or substantially all of your business or assets and agrees in writing to be bound by this Agreement. We may assign this Agreement to an affiliate or to a successor in a merger, acquisition, or sale of all or substantially all of our business or assets, by giving you notice. Any other assignment is void. This Agreement binds and benefits each party's permitted successors and assigns.

26.4 Guarantees are personal. The guarantees in the Guarantee Terms are personal to the original Client named in the Order and cannot be sold, assigned, or transferred, except to a permitted successor under Section 26.3.

26.5 Subcontractors. We may use employees, contractors, and subprocessors to provide our services. We are responsible for their performance under this Agreement.

26.6 Independent contractors. The parties are independent contractors. This Agreement does not create a partnership, joint venture, employment, franchise, fiduciary, or agency relationship. Neither party may bind the other, except for the limited authority you give us under the Deed-in-Your-Name Terms to set up and configure accounts in your name.

26.7 Non-solicitation. During this Agreement and for 6 months after it ends, neither party will directly solicit for employment or engagement any employee or individual contractor of the other party who worked on the services, without the other party's written consent. General job postings and hiring people who respond to them without direct solicitation are not violations. Each party has a legitimate business interest in this promise, including protecting its confidential information, the specialized training of its people, and its substantial relationships, and both parties agree this restriction is reasonably necessary to protect those interests. If a court finds this restriction too broad, the court will modify it to the extent needed to make it enforceable.

26.8 Entire agreement. This Agreement (with the documents listed in Section 1.8) is the entire agreement between you and us about its subject. It replaces all prior or contemporaneous proposals, discussions, and agreements about that subject, including any earlier client terms we posted, but it does not reduce any public guarantee or any promise on sapiura.com that the Guarantee Terms or Deed-in-Your-Name Terms describe. Each party confirms that, in entering this Agreement, it is not relying on any promise or statement that is not in this Agreement or those documents. This sentence does not limit any claim for fraud. No terms in a purchase order or other document you send us apply unless we agree in a signed writing.

26.9 Changes to this Agreement. We may update this Agreement, the AUP, or the documents in Section 1.8 by posting the new version with a new effective date. For material changes, we will email you at least 30 days before they take effect. Changes never apply retroactively to a Site you have already paid for, or to your current AI Assistant Subscription Year, without your written consent. A change applies to your AI Assistant beginning with the next Renewal Date after the change takes effect, and our renewal reminder will tell you about it. If you do not agree to a change, you may cancel the AI Assistant before that Renewal Date (or within 30 days after the renewal charge for a full refund), and the earlier version continues to apply to your Site. Changes required by law, or that only benefit you, may take effect sooner. Otherwise, this Agreement may be changed only by a written amendment signed by both parties.

26.10 Export controls and sanctions. You promise that you, and your owners and Authorized Users, are not on any U.S. government list of prohibited or restricted parties (including the Treasury Department's Specially Designated Nationals list), are not located in or organized under the laws of a country or region subject to comprehensive U.S. sanctions, and will not use our services in violation of U.S. export control or sanctions laws.

26.11 Severability. If any part of this Agreement is found unenforceable, it will be enforced to the maximum extent allowed and the rest of this Agreement will remain in effect, except as Section 24.13 provides for the arbitration section.

26.12 Waiver. A party's failure or delay in enforcing any part of this Agreement is not a waiver of its right to enforce it later. A waiver must be in writing to be effective.

26.13 Electronic records and counterparts. This Agreement and any amendment may be signed electronically and in counterparts, each of which is an original and all of which together are one agreement. Electronic copies and records of this Agreement and the parties' acceptance are as valid as originals.

26.14 Interpretation. This Agreement was written in plain English for both parties' benefit, and it will not be interpreted against either party because that party drafted it. The section titles and the Quick Summary are for convenience and do not change the meaning of the numbered sections.

26.15 No third-party beneficiaries. This Agreement benefits only you and Sapiura (and, for Section 21, the people it names). No one else has rights under it.

26.16 Publicity. Neither party will use the other's name, logo, or trademarks in publicity or marketing without the other's written permission, except that you may say that Sapiura built your Site. Section 13.9 covers our portfolio.

26.17 Remedies. Except where this Agreement says a remedy is sole or exclusive, the rights and remedies in this Agreement are in addition to any others available under law.

26.18 Contact. Questions about this Agreement? Email info@sapiura.com.

Exhibit A: Acceptable Use Policy

This Acceptable Use Policy ("AUP") applies to your use of the Site Services, the AI Assistant, our form-forwarding service, and any other Sapiura service. "You" includes your Approver, Authorized Users, and anyone else using our services for you. You must not, and must not allow anyone else to:

A.1 Unlawful or harmful content. Use our services to create, publish, or send content that is unlawful, defamatory, fraudulent, obscene, harassing, threatening, discriminatory in violation of law, or that infringes or misappropriates anyone's intellectual property, privacy, or publicity rights.

A.2 Deceptive insurance claims. Publish or ask us or the AI Assistant to publish any Insurance Statement that is false, misleading, or unsubstantiated; that misstates your license status, licensed states or lines, carrier appointments, or affiliations; that uses a carrier's name, logo, or rating without permission; that promises savings or coverage you cannot substantiate; or that otherwise violates insurance advertising or unfair trade practice laws.

A.3 Unlicensed activity. Use our services to solicit, sell, or negotiate insurance in any state where the person doing so is not properly licensed, or ask Sapiura or the AI Assistant to solicit, sell, negotiate, or give advice about insurance, to contact consumers for you, or to accept any compensation tied to insurance sales.

A.4 Spam and unlawful contact. Use our services or Client Personal Information to send unsolicited commercial email, texts, or calls in violation of the TCPA, the CAN-SPAM Act, Do Not Call rules, or state telemarketing laws; to contact anyone who has not given any consent the law requires; or to change, pre-check, or hide the separate call-consent box or other consent language on your Site in a way that makes consent unclear.

A.5 Malware and security. Upload, introduce, or transmit viruses, malware, or other harmful code; attempt to gain unauthorized access to our systems, other clients' data, or any Third-Party Service; or interfere with or disrupt our services.

A.6 Security testing. Probe, scan, or test the vulnerability of our systems or the AI Assistant, or try to bypass any security or authentication measure, without our prior written permission. Testing your own Site and accounts is allowed if it does not affect our systems or other clients.

A.7 Scraping and copying. Scrape, crawl, or harvest data from our systems or the AI Assistant by automated means, or copy, reverse engineer, or decompile any part of our services or Sapiura Components except as Section 13.5 or the law permits.

A.8 Abuse of the AI Assistant. Try to make the AI Assistant produce unlawful, harmful, or deceptive content; try to override its instructions or safeguards (sometimes called "jailbreaking" or "prompt injection"); try to extract its prompts, configuration, or other clients' information; or use it for any purpose other than managing your own Site and viewing your own numbers.

A.9 Sensitive data in Requests. Submit Client Personal Information, Social Security numbers, driver's license numbers, policy or claim numbers, financial account or card numbers, health or medical information, or other sensitive personal information in AI Assistant Requests, chat messages, or emails to the AI Assistant. If such data is submitted by mistake, tell us promptly so we can delete it where possible.

A.10 Circumventing limits. Exceed or work around the Request limit, the Authorized User limit, or any other usage limit, including by sharing log-ins, splitting one change into many, or using multiple accounts.

A.11 Reselling. Resell, sublicense, rent, white-label, or provide the AI Assistant or our services to anyone else, or use them to build sites or services for third parties, without our written agreement.

A.12 Misrepresentation. Impersonate any person or business, misrepresent your identity or affiliation, or falsely state that Sapiura endorses you, your products, or any statement on your Site.

A.13 Reporting and enforcement. Please report suspected violations to info@sapiura.com. If we reasonably believe you have violated this AUP, we may decline to make a change, remove access for a specific Authorized User, or suspend or end the AI Assistant as Sections 22 and 23 allow. We will never take down your launched Site under this AUP (Section 22.2).

Exhibit B: Signature and acceptance page

Use this page if you would like a countersigned copy of the Client Services & Subscription Agreement (Version 1.0, effective October 29, 2026). By signing below, each party agrees to the Agreement, including the Guarantee Terms, the Deed-in-Your-Name Terms, the Data Processing Addendum, and the Acceptable Use Policy it incorporates, and, if the AI Assistant is selected, the automatic renewal terms in Section 11.6. Signing this page does not change terms accepted at checkout unless both parties sign a written amendment.

CLIENT

Legal name of business entity: ____________________________________________

State of organization and entity type: ______________________________________

Business address: ________________________________________________________

Signature (electronic signature accepted): __________________________________

Signer's full name: ______________________________________________________

Signer's title: __________________________________________________________

Signer's email: __________________________________________________________

Date: __________________

The signer represents that they are authorized to sign for the business named above, and that the business is buying for business purposes only.

Services selected: ☐ The Site ($1,800, one time, plus applicable tax) ☐ AI Assistant ($997 per year, plus applicable tax)

If the AI Assistant is selected: ☐ I agree that the AI Assistant renews automatically every year, on the anniversary of its Activation Date, at $997 plus applicable tax (unless Sapiura notifies me of a price change under Section 11.8) until I cancel. I will get reminders 33 and 7 days before each renewal. I can cancel at any time online or by emailing info@sapiura.com.

SAPIURA SYSTEMS LLC, a Wyoming limited liability company

Signature (electronic signature accepted): __________________________________

Name: __________________________________________________________________

Title: Authorized Signatory

Date: __________________

Sapiura Systems LLC · 7345 W Sand Lake Rd, Ste 210, Office 3330, Orlando, FL 32819 · info@sapiura.com