DRAFT — not legal advice — pending attorney review

Sapiura Terms of Service

Version 0.1 · Effective {EFFECTIVE_DATE} · Sapiura Systems LLC

Drafting notes are in italics or marked [LAWYER] (a point the attorney must decide or confirm) or [PA] (a business decision still pending with the founder). Everything else is proposed final wording.

1. Who we are and how this agreement works

1.1. These Terms of Service ("Terms") are an agreement between Sapiura Systems LLC, a {STATE_OF_FORMATION} limited liability company ("Sapiura", "we", "us"), and the insurance agency or other business that orders our services ("you", "your agency").

1.2. These Terms include our Guarantee terms (/guarantees) and our Deed-in-Your-Name terms (/deed). If you buy the AI Assistant, Section 7 applies too. Our Privacy policy (/privacy) explains how we handle personal information.

1.3. How you accept. You accept these Terms by checking the box at checkout and paying. The person who checks the box confirms that they are authorized to bind your agency. [LAWYER: confirm clickwrap plus an authority representation is enough to bind the agency (LLC/corporation) and that the E-SIGN Act covers the checkbox; consider asking for title and legal entity name at checkout.]

1.4. What we are not. Sapiura is a web design and software company. We are not an insurance agency or producer, and we are not a law firm. We don't sell, recommend or advise on insurance, and nothing we provide is legal, compliance, tax or insurance advice. You decide what your website says, and you approve it before it goes live.

2. Definitions

• "Site": the website we build for your agency under Section 3.
• "AI Assistant": our optional, yearly software subscription described in Section 7.
• "Intake Form": the online form about your agency that we send after payment. It is complete when every required field is filled in and submitted.
• "Domain Access": the ability for us to change your domain's DNS records, given by adding us as a user at your registrar or DNS provider, or by a screen-share session with you.
• "Cleared Payment": your payment for the Site has been received by our payment processor. A card payment clears when approved; a bank (ACH) payment clears when the processor reports it as succeeded.
• "Launch" or "Live": the Site is publicly available on your domain and its quote form sends to your CRM or inbox.
• "Business Day": Monday through Friday, excluding US federal holidays. [LAWYER: specify time zone, e.g., US Eastern.]
• "Approver": the one person you name in the Intake Form who can approve designs, text and changes for your agency.
• "Client Materials": everything you or your team give us: logos, photos, text, license numbers, carrier names and permissions, and data.
• "Sapiura Components": our reusable code, layouts, design system, scripts and tools that we use to build many sites (see Section 9.3).

3. The Site: what's included

3.1. One-time fee. The Site costs $1,800, paid once, plus any sales tax that applies. There is no monthly fee for the Site.

3.2. What we deliver. For the Site fee we will:

a. Design. Redesign your agency's website starting from your current site, or start fresh if you are renaming or have no site. We present two design directions for your homepage, you choose one, and we apply it to the whole Site, built mobile-first.

b. Write and build pages. Up to {PAGE_CAP} pages: for example, home, about, coverage lines, the towns you serve, team, carriers, quote/contact, and a Licensing & Disclosures page. We write the text from your Intake Form, and you approve it. [PA: page cap, e.g., 15.]

c. Make the Site readable by AI and search engines. Answer-first pages, structured data, server-rendered HTML, and settings that allow major search and AI search crawlers.

d. Set up your listings. Complete and match your Google Business Profile, Bing Places, Apple Business Connect and Yelp business listings within 30 days after you give us access to each one. These listings stay in your agency's name and accounts. We can't control how those platforms review, verify or display listings.

e. Build a quote form. A short quote form that sends each request to your CRM or inbox, with an alert to the producer you choose. It includes an optional "When does your policy renew?" field, and, if your producers call people, a separate, unchecked call-consent box using the text you approve (Section 5.3). It also includes a tap-to-call button with your agency's phone number.

f. Keep your old links working. We move your domain to the new Site with 301 redirects from old pages, change only the DNS records the Site needs, test your email after the switch, and watch Google Search Console for 30 days after Launch to fix broken links.

g. Add basic compliance features. A license footer, a Licensing & Disclosures page, quote-form consent text and a privacy-notice link. Accessibility is built and tested to WCAG 2.2 Level AA at Launch (Section 12.2). You approve all legal and disclosure text.

h. Measure your Shortlist Score. Your Shortlist Score ("named in X of 120 answers") on Launch day and again about 90 days after Launch, with the sources the AI cited (Section 3.5).

i. Put everything in your name. The Site's code, hosting and accounts are set up in your agency's name, as described in the Deed-in-Your-Name terms, and we give you a written handoff guide at Launch.

3.3. What's not included (unless we agree in writing):

• logo or brand-identity design [PA: confirm];
• paid advertising, social media management or ongoing SEO campaigns;
• fees charged by third parties, such as your domain registrar, CRM, quoting platform, call tracking or carrier tools;
• online-store, payment or member-login features;
• translation into other languages;
• changes after Launch, which are available through the AI Assistant (Section 7) or by separate written quote;
• legal, compliance or insurance-regulatory review.

3.4. Integrations. We connect the quote form to the CRM or inbox you name, as far as your vendor allows. Your vendor's own online quoting tool (for example, a comparative-rater widget) is added when your vendor enables it for you, at no extra charge from us. Your vendor may charge you for it. Some systems only accept outside data through an approved partner, an email, or your CRM; we'll tell you before you pay if we know your system is one of them.

3.5. About AI and search results. AI assistants and search engines decide on their own what to show. We do not and cannot guarantee that ChatGPT, Google, Perplexity or any other service will name, recommend or rank your agency, or that you will receive any number of visits, leads or clients. The Shortlist Score is a dated snapshot. It uses OpenAI's and Perplexity's application programming interfaces (APIs), which are similar to, but not the same as, the consumer apps. A person on our team also checks Google's AI answers by hand. Answers vary by person, place and time. [LAWYER: confirm the method complies with each provider's terms; see R3 §4.1.]

4. The 7-day timeline

4.1. Target. We aim to make your Site Live within 7 calendar days after the last of these is in: (a) your complete Intake Form, (b) Domain Access, and (c) Cleared Payment.

4.2. Pauses and extensions. The 7 days:

• pause while we wait more than 1 Business Day for an answer, approval, access or material we asked you for, until we receive it;
• are extended by up to 5 Business Days if you ask for a redesign under Guarantee 2;
• don't include work that depends on other companies, such as your CRM or quoting vendor turning on a feature, carrier logo approvals, listing verification by Google, Bing, Apple or Yelp, or a registrar or IT provider we can't access;
• don't include changes you ask for that go beyond Section 3.2 (new features, extra pages) until we agree on them.

4.3. What happens if we're late. If we miss the 7 days for reasons within our control, the remedy is in Guarantee 1 of the Guarantee terms. [LAWYER: confirm that Guarantee 1 is the sole and exclusive remedy for delay.]

5. Your responsibilities

5.1. Accurate information. You'll give us accurate, current information, including agency and producer license numbers, carriers, service areas and contact details. You are responsible for checking them before Launch.

5.2. One Approver, timely answers. You'll name one Approver and answer our questions and approval requests within 1 Business Day where you can. Delays pause the timeline (Section 4.2).

5.3. Your compliance. Your agency is responsible for making sure its website and communications follow the laws and rules that apply to your agency. That includes:

• state insurance advertising and licensing rules;
• carrier agreements and logo permissions;
• privacy laws that apply to insurance licensees (for example, the Gramm-Leach-Bliley Act and state insurance privacy rules) and your own privacy notice;
• the Telephone Consumer Protection Act and Do Not Call rules for any calls or texts you make;
• email laws such as CAN-SPAM.

We include standard features to help (Section 3.2g), but you approve the final text, and we don't give legal advice.

5.4. Access without passwords. You'll give us access by adding us as a user or manager on your accounts. We will never ask for your passwords. You'll keep your own accounts (domain, hosting, code repository, listings) active and paid, including your domain renewal.

5.5. Rights in your materials. You confirm that you have the right to give us the Client Materials and to let us use them to build and run your Site. That includes photos of your team (with their permission), logos and carrier marks.

5.6. Lawful use. You won't use the Site or the AI Assistant for anything unlawful, deceptive, or that infringes anyone's rights.

6. Fees, payment and taxes

6.1. When you pay. The Site fee is due in full at checkout. Work starts after Cleared Payment.

6.2. How you pay. Payments are processed by Stripe. You can pay by card or US bank account (ACH). We don't see or store your full card or bank details.

6.3. Taxes. Prices don't include sales or use tax. We add tax where required, and it is shown before you pay. [LAWYER/accountant: taxability of website development and of the AI Assistant by state.]

6.4. Failed payments and disputes. If a payment fails or is reversed, we may pause work, or pause the AI Assistant, until it's resolved. We will never take down a Site that has Launched or hold it hostage because of a billing dispute (see the Deed-in-Your-Name terms). We may collect unpaid amounts through normal means.

7. AI Assistant (optional yearly subscription)

This section is written to meet the federal Restore Online Shoppers' Confidence Act (ROSCA) and state automatic-renewal laws, such as California's. [LAWYER: confirm which laws apply to sales to businesses and adjust; we intend to comply either way.]

7.1. What it is. The AI Assistant is software you talk to by chat or email. It lets you:

• request changes to your Site. It shows you a preview; nothing is published until your Approver approves it; and you can undo a published change with one click;
• ask for your numbers: visits, quote requests and other form submissions, where visitors came from, and visits that arrived through links from AI tools like ChatGPT. These come only from your Site's cookie-free analytics and forms.

It is not a person and not a managed service. Requests it can't handle are passed to our team, who may complete them, decline them, or offer a separate written quote.

7.2. Limits.

• Up to 40 requests per month per agency. Unused requests don't carry over. A "request" is one change or one question sent by an authorized user, including any follow-up needed to finish it. [PA/LAWYER: confirm this definition.]
• Only the users you authorize (up to {USER_LIMIT}) may send requests. [PA]
• The AI Assistant does not change your design, license numbers or legal text. Changes that touch insurance claims (for example, coverage or pricing statements) are flagged for a person on our team to check. That check is not legal or compliance advice.
• Visit numbers only count visits that arrive through a link. Someone who hears your name from an AI and types your address shows up as a direct visit.

7.3. Price and billing. The AI Assistant costs $997 per year, plus any sales tax that applies.

• Purchase. The first year is charged when you buy it.
• Activation. The AI Assistant is switched on the day your Site goes Live.
• Renewal date. Your renewal date is the anniversary of the purchase. [PA/LAWYER: consider making the renewal date the anniversary of activation, so the client gets a full year of use.]

7.4. Automatic renewal. Please read.

• Renews automatically. Your AI Assistant subscription renews automatically every year on your renewal date, and we charge the payment method on file $997 (plus tax) each year, until you cancel.
• Express consent. At checkout we ask for your express consent to the automatic renewal through a separate checkbox, and we email you a confirmation with these terms and how to cancel.
• Reminder. We email you a reminder at least 30 days before each renewal, with the date, the amount and how to cancel.
• Price changes. If the price will change at renewal, we tell you at least 30 days before, in that reminder. The new price applies only if you don't cancel. [LAWYER: confirm notice period by state.]

7.5. How to cancel.

• Online, anytime. You can cancel online at any time in your billing portal (the link is in every receipt and reminder email and in the footer of our website), with no need to call or talk to anyone. You can also cancel by emailing info@sapiura.com.
• Effect. Cancellation stops future renewals. Your AI Assistant keeps working until the end of the year you've paid for, unless you ask for a refund under Section 7.6.
• Confirmation. We email you a confirmation when you cancel.

7.6. Refunds for the AI Assistant.

• Renewal charges. If you cancel within 30 days after a renewal charge, we refund that renewal in full to your original payment method within 10 Business Days, and the AI Assistant stops.
• First year. The first-year charge is refundable in full under Guarantee 3 (if the Site never Launches). [PA/LAWYER: decide whether the first year is otherwise refundable, e.g., within 30 days after activation, or prorated.]
• Otherwise. Fees already paid are not refunded for partial years.

7.7. Your Site doesn't depend on it. If you cancel or don't renew the AI Assistant, your Site keeps working and stays yours. You can make changes yourself, through any web developer, or by restarting the AI Assistant.

7.8. Your responsibility for approved changes. You review each preview before approving it. Once approved, published content is your content and your responsibility. AI output can be wrong; please check it.

7.9. Service changes and discontinuation. We may improve the AI Assistant or change the AI models or providers it uses. If we stop offering the AI Assistant, we'll give you at least 30 days' notice and refund the unused part of your prepaid year. [LAWYER]

7.10. Availability. We aim to keep the AI Assistant available but don't promise any specific uptime. It relies on third-party AI providers that may have outages.

8. Refunds: summary

If you file a chargeback for an amount we have already refunded or offered to refund under these Terms, we may dispute it. [LAWYER]

9. Intellectual property

9.1. Your materials stay yours. You keep all rights in Client Materials. You give us a non-exclusive license to use them only to provide our services to you.

9.2. You own the Site. When we receive full payment of the Site fee, Sapiura assigns to your agency all of its right, title and interest, including copyright, in:

• the Site's custom design;
• the text we write for you;
• the custom code we write for your Site;
• not the Sapiura Components or third-party materials (Sections 9.3–9.4).

This Section 9.2 is a written assignment, signed electronically when you accept these Terms. On request, we'll sign a separate one-page copyright assignment. [LAWYER: confirm this satisfies 17 U.S.C. §204(a) (a transfer must be in writing and signed by the owner) and that an electronic signature by Sapiura is effective; note that a website built by a contractor is generally not a "work made for hire" under 17 U.S.C. §101.]

9.3. Our reusable components. We keep ownership of the Sapiura Components. We grant your agency a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use, copy, modify and host the Sapiura Components as part of your agency's websites, including after any subscription ends. You may let any developer work on them for you. You may not sell or license the Sapiura Components on their own as a product.

9.4. Third-party materials. Licensed fonts, stock photos, icons, open-source software and other third-party materials stay under their own licenses. We list them in your handoff guide and tell you how to keep them.

9.5. AI-assisted content. We may use AI tools to help draft text or code. US copyright law may not protect material generated without human authorship. We assign whatever rights we have, and we don't promise that every part of the Site is protected by copyright. [LAWYER]

9.6. Portfolio. We will not show your Site, name or logo in our marketing without your written permission. You can withdraw that permission at any time.

9.7. Feedback. If you send us ideas to improve our services, we may use them without any obligation to you.

10. Data we handle for you

10.1. Quote-form submissions. Your Site's quote form may send submissions through our form-processing service before they reach your CRM or inbox. For that data, we act as your service provider:

• we use it only to deliver it to you and to keep a backup copy for {RETENTION_PERIOD};
• we don't sell it or share it;
• we don't use it for our own marketing;
• we protect it with reasonable security measures;
• we delete it when you ask or when our retention period ends.

The data processing terms in {DPA_LINK} apply. [LAWYER: draft a service-provider / data processing addendum covering GLBA and state insurance privacy rules (e.g., NAIC Models 672 and 668), security, breach notice and subcontractors.]

10.2. No visitor identification. We don't add tools that identify anonymous visitors to your Site. Our own analytics on your Site are cookie-free. If you add third-party tools (for example, call tracking, chat or ad pixels), they are your choice and follow their own terms and privacy policies. You are responsible for any notice or consent they require.

10.3. Form forwarding after Launch. We forward quote-form submissions at no charge for as long as we offer this service. If we ever stop it, we'll give you at least 60 days' notice, and your handoff guide explains how a developer can point the form straight to your email or CRM. [PA/LAWYER: confirm this commitment, or move form processing to the client's own account.]

11. Third-party services

Your Site and our services rely on third parties, such as:

• your domain registrar;
• Cloudflare (hosting and security);
• GitHub (code);
• Google, Microsoft (Bing), Apple and Yelp (listings);
• your CRM and quoting vendors;
• Stripe (payments);
• AI providers that we reach through OpenRouter.

Their services are governed by their own terms. We're not responsible for their outages, policy changes, pricing, or decisions about your accounts or listings.

12. Warranties and disclaimers

12.1. Our work. We'll perform our services with reasonable skill and care, consistent with good industry practice.

12.2. Accessibility. At Launch, the Site is built and tested to WCAG 2.2 Level AA using automated and manual checks. If you tell us about an accessibility issue in our work within {N} days after Launch, we'll fix it at no charge. Content or changes added by others after Launch are outside this promise. No website can guarantee that no one will bring a claim. [LAWYER]

12.3. Disclaimer. Except as stated in these Terms and the Guarantee terms, our services and the Site are provided "as is". To the extent the law allows, we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement, and any warranty about search or AI results, leads, revenue or regulatory compliance. [LAWYER: conspicuousness requirements]

13. Limitation of liability

13.1. To the extent the law allows, neither party is liable to the other for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, clients or data, even if told they were possible.

13.2. To the extent the law allows, Sapiura's total liability for all claims relating to these Terms is limited to the amounts you paid us in the 12 months before the claim arose.

13.3. These limits don't apply to {CARVE_OUTS}. [LAWYER: e.g., fraud, willful misconduct, a party's indemnity obligations, and breach of data-security obligations, subject to a separate cap.]

14. Indemnity

14.1. By you. You'll defend and indemnify Sapiura against third-party claims arising from:

• the Client Materials;
• content you approve or publish;
• your products and services;
• your calls, texts and emails to consumers;
• your breach of law or of these Terms.

14.2. By us. We'll defend and indemnify you against third-party claims that the custom code or design we created (not Client Materials, third-party materials, or changes made by others) infringes a US copyright.

14.3. [LAWYER: procedure, control of defense, and whether mutual indemnities are appropriate at this price.]

15. Term, ending and what survives

15.1. The Site. These Terms apply to the Site from your order until we finish the Site services, including the 30-day Search Console watch and the day-90 Shortlist Score. The ownership, license and Deed-in-Your-Name terms continue after that.

15.2. The AI Assistant. It runs year to year until cancelled (Section 7).

15.3. Ending for breach. Either party may end these Terms if the other materially breaches them and doesn't fix the breach within 30 days after written notice. If we end them because of your breach before Launch, we refund any part of the Site fee for work not yet done. [LAWYER]

15.4. What survives. These sections survive the end of these Terms: 9 (intellectual property), 10 (data), 12–14 (warranties, liability, indemnity), 16–17, and any accrued payment or refund obligations.

16. Disputes and governing law

16.1. Talk first. Before filing a claim, each party will try to resolve the dispute informally for 30 days after written notice to the other (for us: info@sapiura.com).

16.2. Governing law and venue. These Terms are governed by the laws of the State of {STATE}, without regard to its conflict-of-laws rules. Any court case will be brought in the state or federal courts located in {COUNTY}, {STATE}. Either party may bring a qualifying claim in small-claims court. [LAWYER: choose courts vs. arbitration and decide on a class-action waiver; check enforceability for small businesses.]

17. General

17.1. Changes to these Terms. We may update these Terms. We'll post the new version with its effective date and, for material changes, email active clients at least 30 days before they take effect. Changes don't apply to a Site already paid for, or to a current AI Assistant year, unless you agree.

17.2. Notices. We send notices to the email address on your account. You send notices to info@sapiura.com and, for legal notices, also to Sapiura Systems LLC, {MAILING_ADDRESS}.

17.3. Force majeure. Neither party is responsible for delays caused by events beyond its reasonable control, such as outages of major internet providers, natural disasters or government action. Payment obligations are not excused. [LAWYER: interaction with Guarantee 1]

17.4. Independent contractors. We are independent contractors. Nothing in these Terms creates a partnership, employment or agency relationship.

17.5. Assignment. You may not assign these Terms without our consent, except to a successor of your agency's business. We may assign them to a successor of our business, with notice.

17.6. Entire agreement. These Terms, the Guarantee terms, the Deed-in-Your-Name terms and any written order or quote are the entire agreement. If they conflict, the Guarantee terms and the Deed-in-Your-Name terms control on their subjects.

17.7. Severability and waiver. If a provision is unenforceable, the rest stays in effect. Not enforcing a provision isn't a waiver.

17.8. Electronic records. You agree to receive notices and records electronically and to sign electronically.

Contact: Sapiura Systems LLC · {MAILING_ADDRESS} · info@sapiura.com