Sample — Template for Reference

Service Agreement

This is a representative sample of the agreement Kustom FX Dev enters into with its clients. Bracketed, italicized fields are completed per client at signing.

1.Services

Provider will provide the services selected by Client (the "Services"), which may include one or more of the following:

• Digital Displays — design, setup, remote management, and ongoing content updates for custom digital menu boards and informational/promotional displays.
• Website Design & Hosting — design and development of a custom website, plus hosting, SSL, maintenance, and ongoing content updates.

The specific plan, feature level, number of displays or pages, and the number of content updates included per month are set out in the selected plan: [Service / Plan & Feature Level — e.g., Website Design, Standard]. Work or items outside the selected plan are quoted separately and require Client approval before work begins.

2.Term & Contract Length

This Agreement begins on the Effective Date and continues for the contract length selected by Client (the "Term"):

• Month-to-Month — no minimum commitment; renews each month.
• Six-Month Term — a six (6) month minimum commitment.
• Twelve-Month Term — a twelve (12) month minimum commitment (lowest monthly rate).

Selected Term: [Month-to-Month / 6-Month / 12-Month]. Unless either Party gives written notice of non-renewal at least thirty (30) days before the end of the Term, the Agreement automatically renews for successive periods of the same length at the then-current rate.

3.Fees & Recurring Billing Authorization

• Monthly fee. Client agrees to pay a recurring monthly fee of [$ Amount] for the selected plan, plus any approved one-time setup or add-on charges.
• One-time onboarding fee. A one-time onboarding fee of [$ Amount — standard $450] (discovery, site/signage survey, account & client-portal setup, and documentation) is due at signing and invoiced through the client portal. It is not a build fee and is not part of the recurring monthly fee. The onboarding fee is not a deposit and is not subject to the milestone refund rules in Section 5; it becomes non-refundable once discovery or setup work has begun.
• No build fee; project work. Standard subscription plans include design, development, hosting setup, and SSL configuration in the recurring monthly fee — the onboarding fee above is the only non-recurring charge required to start a standard plan. Display hardware (billed at cost plus twenty percent (20%), unless Client supplies its own), additional display layouts, and any other work outside the plan are quoted separately, require Client approval before work begins, and may be divided into milestones paid in advance and require a deposit. Any deposit is credited toward the total project fee. Deposits, milestone payments, milestone approval, cancellation of project work, and related refunds are governed by Section 5 and Provider's Refund & Cancellation Policy.
• Billing cycle. Fees are billed in advance monthly on the 1st (the "Billing Date"). Each invoice covers the calendar month ahead.
• First (partial) month. Where the Effective Date falls part-way through a month, that first partial month is prorated: the monthly fee multiplied by the number of days remaining in that month (counting the Effective Date itself) and divided by the total number of days in that month. If the prorated amount is under $79, it is not invoiced separately — it is added to Client's first full monthly invoice in arrears (that is, charged after that partial period has been served) as a separate, clearly labelled line item. Client's first invoice may therefore exceed the monthly fee, since it covers both the month ahead and the earlier partial period. The partial period is charged once only.
• Term start. Where this Agreement has a fixed term (for example six (6) or twelve (12) months), the term is measured from the first full calendar month, not from a partial starting month. By way of example, a six-month term with an Effective Date of 15 August runs from 1 September through 1 March.
• Recurring payment authorization. By signing this Agreement and providing a payment method, Client authorizes Provider (and Provider's third-party payment processor, Square) to automatically charge that payment method for the recurring monthly fee and any approved charges on each Billing Date until this Agreement is terminated in accordance with Section 7. Client is responsible for keeping payment information current. Client may disable automatic charging or remove a saved payment method at any time via the client portal or by written notice; doing so does not terminate this Agreement, and each invoice then becomes payable manually by its due date under Section 4.
• Taxes. Fees are exclusive of any applicable sales or use taxes, which Client is responsible for.

4.Late Payment & Suspension

If a charge cannot be processed or a payment is not received by its due date, Provider will provide notice and allow a fifteen (15) day grace period from the missed payment, during which the Services remain active. If the past-due balance is not paid by the end of the grace period, Provider may suspend the Services (including pausing display content updates or website availability) until the balance is paid. A late fee of the greater of $25 or 5% of the past-due balance may apply to balances more than 10 days overdue (the grace period defers suspension, not the late fee). Reactivation after suspension may require payment of outstanding amounts.

5.Refunds & Cancellation

Refunds are handled as follows, and in full detail in Provider's Refund & Cancellation Policy at kustomfx.dev/refunds.html, which is incorporated into this Agreement by reference:

• Deposits & project-start fees are credited toward the total project fee and are fifty percent (50%) non-refundable; they reserve Provider's schedule and cover initial discovery and planning. At least fifty percent (50%) of the deposit is non-refundable in every case, even if little or no build work has started.
• Milestone status. A milestone is "in progress" once Provider has begun design or build work on it, and "completed and approved" once Provider delivers it and Client approves it in writing or does not send written objection within seven (7) days of delivery (after which it is deemed approved).
• Milestone work. Where project work is performed in milestones paid in advance, then upon Client cancellation: completed and approved milestones are non-refundable; a milestone in progress at the time of cancellation is subject to a flat fifty percent (50%) cancellation fee, with the remaining fifty percent (50%) refunded and the partial work provided "as is"; and milestones not yet started are fully refundable.
• Completed custom deliverables — such as a finished website, menu-board configuration, graphics, or code — are non-refundable once delivered, as they are built specifically for Client and cannot be resold.
• Recurring fees are billed for the upcoming service period and are non-refundable once the period has begun, except where required by law. Annual prepayments are refunded only for unused full remaining months.
• Right to cure. Client should raise any concern about a delivered milestone within seven (7) days, and about a completed final Service or delivered hardware within fourteen (14) days, of delivery. Before any refund is owed on delivered work, Provider has the right to correct the issue within fourteen (14) days of Client's written notice (or another timeline the Parties agree in writing); if Provider does so, no refund is owed for that work. If Provider fails to deliver a paid Service, Provider will, at its discretion, re-perform the Service or issue a prorated credit.
• Hardware and payment disputes/chargebacks are addressed in the Refund & Cancellation Policy referenced above.

6.Client Responsibilities

• Provide accurate content, branding, menu/pricing information, and any materials needed for the Services, and confirm their accuracy.
• Hold the rights to all content provided to Provider, and ensure it does not infringe third-party rights or violate any law.
• Review and approve drafts and updates in a timely manner; delays in approvals or content may delay delivery.
• Maintain the security of any account credentials issued for the client portal.

7.Termination & Cancellation

• Month-to-Month. Either Party may cancel with at least thirty (30) days' written notice; Services continue through the end of the current paid month.
• Fixed Term (6 or 12 months). Client may cancel before the end of the Term by giving at least thirty (30) days' written notice and paying an early-termination fee equal to one (1) month's recurring fee. This early-termination fee does not apply if the cancellation is due to Provider's uncured material breach. Fees already paid for the current period are not refunded.
• For cause. Either Party may terminate immediately if the other materially breaches this Agreement and fails to cure within fifteen (15) days of written notice.
• Upon termination, recurring billing stops at the end of the current paid period, and access to managed Services ends.
• Data retention. After termination, Provider retains Client's website files, display content, and backups for sixty (60) days so Client may request a copy. After sixty (60) days, such data may be permanently deleted from Provider's systems, and recovery cannot be guaranteed.

8.Intellectual Property & Ownership

Everything created or used under this Agreement falls into exactly one of two categories — Client Work Product or Retained Platform. Each quote, proposal, or order identifies which deliverables are Client Work Product. Anything not expressly identified in writing as Client Work Product is Retained Platform. There is no third category.

(a) Client Work Product — owned by Client. All content, branding, trademarks, and business data Client provides — and Client's domain name — remain Client's at all times and may be retrieved or exported at any time. In addition, deliverables expressly identified as Client Work Product in the applicable quote or order — such as Client's website pages and copy, menu-board layouts and configurations, custom graphics, and code written solely for Client — become Client's as follows:

• Separately-quoted project work. For one-time work billed outside a plan (such as milestone-billed builds or add-ons), Client owns the deliverables created for it upon full payment.
• Plan-included builds. Where the website or display build is included in the recurring plan with no separate build fee, the deliverables are licensed to Client while the applicable subscription is active, and ownership of the site code transfers to Client once that subscription has been paid for twelve (12) cumulative months (the "Code Transfer Date") — or earlier, at any time, via an early buy-out equal to the remaining balance of twelve (12) months at the then-current monthly rate. Upon transfer or buy-out, Provider will deliver a complete, portable copy of the site code and assets.

(b) Retained Platform — owned by Provider. Provider owns, and nothing in this Agreement transfers, Provider's pre-existing and reusable technology, including without limitation: the signage player application and its update infrastructure; the menu-board rendering engine and visual builder; the client portal software; integration connectors and synchronization services (such as point-of-sale menu synchronization); security and anti-abuse components; hosting, deployment, and monitoring tooling; and themes, templates, fonts, and component libraries — together with all improvements, extensions, and derivatives of any of the foregoing, whenever created, including those created in the course of work for Client. Retained Platform components embedded in delivered or exported deliverables are licensed to Client on a perpetual, non-exclusive, royalty-free basis for operating those deliverables for Client's own business; hosted platform services are licensed for the duration of the applicable Service.

(c) Exclusivity. Provider may reuse Retained Platform for any client. Exclusive rights to any Retained Platform component are available only under a separately signed addendum with its own separately stated fee; no exclusivity arises by implication, by payment of project fees, or otherwise.

While hosting and management Services are active, Provider retains the right to operate and maintain the deliverables on Client's behalf. Termination of this Agreement does not revoke Client's ownership of Client Work Product already paid for, nor the embedded license above for deliverables already delivered or exported.

9.Hosting, Uptime & Warranties

Provider will use commercially reasonable efforts to keep hosted websites and managed displays available, but does not guarantee uninterrupted, timely, secure, or error-free operation. The Services and all deliverables are provided on an "AS IS" and "AS AVAILABLE" basis. To the fullest extent permitted by law, Provider makes no warranties of any kind, whether express or implied, and disclaims all such warranties, including but not limited to the implied warranties of merchantability and fitness for a particular purpose. Provider is not responsible for outages caused by third-party hosting, networks, hardware, or events beyond its reasonable control. In some jurisdictions the exclusion of certain implied warranties is not permitted, so some of the foregoing exclusions may not apply to Client.

10.Confidentiality

Each Party will protect the other's non-public business information and use it only to perform under this Agreement. This obligation continues after the Agreement ends. Provider's handling of personal information is further described in its Privacy Statement at kustomfx.dev/privacy.html.

11.Limitation of Liability

To the maximum extent permitted by law, neither Party — nor its owners, employees, officers, agents, or suppliers — will be liable for any indirect, incidental, special, punitive, or consequential damages, or for any loss of data, profits, or business, arising out of or relating to this Agreement or the Services, whether based in contract, negligence, or other tort, and even if the Party knew or should have known of the possibility of such damages. Provider's total cumulative liability under this Agreement will not exceed the amounts paid by Client to Provider in the three (3) months preceding the event giving rise to the claim. In some jurisdictions limitations of liability are not permitted, so some of the foregoing limitations may not apply.

12.Governing Law

This Agreement is governed by the laws of the State of North Carolina, without regard to its conflict-of-laws rules. The Parties agree to the exclusive jurisdiction of the state and federal courts located in North Carolina.

13.Entire Agreement

This Agreement, together with the selected plan details, is the entire agreement between the Parties and supersedes prior discussions. Any changes must be in writing and agreed by both Parties. If any provision is found unenforceable, the remaining provisions stay in effect.

14.Acceptance

By signing below (or by electronically accepting and providing a payment method), the Parties agree to the terms of this Agreement, including the recurring billing authorization in Section 3.