Master WP Website, SEO, Hosting & Digital Services Agreement

UNDERDOG SOLUTIONS LLC: MASTER WORDPRESS WEBSITE, SEO, HOSTING & DIGITAL SERVICES AGREEMENT

Version: September 25th, 2026  |  Governing Law: State of North Carolina

This Master WordPress Website, SEO, Hosting & Digital Services Agreement (“Agreement”) is entered into between Underdog Solutions LLC (“Underdog,” “Agency,” “we,” “us,” or “our”) and the client identified in the electronic acceptance and signature record (“Client,” “you,” or “your”).

This Agreement is intended to serve as Underdog Solutions LLC’s master client agreement. The specific services purchased by Client are determined by the selections made at execution, together with any applicable proposal, invoice, order form, scope confirmation, or written amendment expressly incorporated into this Agreement.

By signing this Agreement, Client acknowledges that Client has reviewed the Agreement, selected the services being purchased, understands the applicable scope and responsibilities, and agrees to be legally bound by its terms.

1. CLIENT INFORMATION

2. SERVICE ELECTION

Client shall select one (1) primary WordPress Website Package, if a primary package is being purchased, and may separately select any applicable continuing services or add-ons. Starter, Growth, and Dominator are mutually exclusive primary package selections unless a written order form expressly states otherwise.

Only checked, purchased, or otherwise expressly identified services are included. A description appearing in this Agreement does not mean Client purchased that service.

3. STARTER WORDPRESS WEBSITE PACKAGE

If selected, the Starter WordPress package includes the following one-time website development scope:

1. Agency onboarding and website strategy within the purchased scope;
2. Design and development of up to fifteen (15) WordPress pages, including the homepage and essential business, service, and contact pages selected during onboarding;
3. Responsive desktop, tablet, and mobile implementation;
4. Basic on-page SEO for the included pages, including page titles, headings, and search-friendly URLs where applicable;
5. Contact-form integration and basic lead-capture functionality;
6. Sitemap creation or integration;
7. Basic navigation, footer, and calls to action;
8. Functional and mobile quality assurance; and
9. Website launch support.

Hosting, ongoing website management, ongoing SEO, new content production after launch, premium plugins or licenses, custom software, e-commerce, and integrations not expressly identified above require a separate purchase or written Order Form.

Target Production Window. The approximately thirty (30) Business Day period begins only after the Onboarding Complete Date and placement into active production. It is an operational target, not a guaranteed completion or launch date.

4. GROWTH WORDPRESS WEBSITE PACKAGE

If selected, the Growth WordPress package includes the following one-time website development scope. Its larger page allowance replaces, rather than adds to, the Starter allowance:

1. Agency onboarding, website strategy, and search-focused architecture;
2. Design and development of up to thirty-five (35) WordPress pages, including up to fifteen (15) primary pages and twenty (20) supporting pages;
3. Custom, conversion-focused layouts for priority pages;
4. Advanced responsive mobile implementation;
5. Advanced on-page SEO within the contracted pages, including page titles, headings, URLs, image attributes, and internal linking where applicable;
6. Sitemap and scalable navigation structure;
7. Contact and lead-capture integrations;
8. CRM integration where technically compatible and identified in the approved project scope;
9. Backend workflow or automation integration only to the extent specifically described in the incorporated Order Form;
10. Functional, mobile, and launch quality assurance; and
11. One (1) month of foundational SEO following Launch Date, only if the Service Election or incorporated Order Form expressly identifies that post-launch period as included.

The included post-launch SEO period, when expressly purchased, ends after one month. It does not automatically become an ongoing SEO retainer. Any blog posts, migration, e-commerce, payment integration, premium licenses, hosting, or ongoing management must be specifically identified in the Order Form to be included.

Target Production Window. The approximately forty-five (45) Business Day period begins only after the Onboarding Complete Date and placement into active production. It is an operational target, not a guaranteed completion or launch date.

5. DOMINATOR WORDPRESS WEBSITE PACKAGE

If selected, the Dominator WordPress package includes the following one-time website development scope. Its page and content allowances replace, rather than add to, lower-tier allowances:

1. Agency onboarding and Dominator-level website, search, and conversion strategy;
2. Custom WordPress design and development of up to twenty-five (25) primary website pages;
3. Up to fifty (50) additional service and/or location pages, based on approved markets, services, unique source information, and applicable scope;
4. Up to forty (40) blog or content assets, with topics, length, source materials, approval process, and publishing schedule confirmed in the Order Form or content plan;
5. Up to three (3) distinct calls to action or lead-capture concepts implemented within the approved website architecture;
6. Advanced responsive mobile design and advanced on-page SEO within the contracted pages;
7. Scalable site architecture, navigation, and sitemap implementation;
8. Conversion-focused page layouts and lead pathways;
9. CRM integration where technically compatible and included in the approved scope;
10. Payment-platform and/or commerce integration only when specifically identified in the incorporated Order Form;
11. Backend automation workflows and lead integrations within the approved technical scope;
12. Functional, mobile, SEO, analytics, and conversion quality assurance;
13. Priority project support under Underdog’s operating procedures;
14. Complete website launch and deployment support; and
15. One (1) month of Dominator foundational SEO following Launch Date, only if the Service Election or incorporated Order Form expressly identifies that post-launch period as included.

The included post-launch SEO period, when expressly purchased, ends after one month and does not create an ongoing SEO retainer. Up to fifty service/location pages and forty blog/content assets are maximum allowances, subject to approved topics, accurate Client information, lawful and original content, and the agreed production schedule; they do not authorize duplicative, thin, or misleading location content.

Target Production Window. The approximately sixty (60) Business Day period begins only after the Onboarding Complete Date and placement into active production. It is an operational target, not a guaranteed completion or launch date. Content approvals, integrations, and Client Delay may extend the schedule.

WordPress Package Terms Applicable to Sections 3–5

1. Page allowances and identified content allowances are maximums, not a commitment to publish pages without sufficient unique, accurate, approved source material. A primary page, service page, location page, landing page, and blog/content asset count according to its approved type; an item is not counted twice unless the Order Form expressly says otherwise.
2. The package price is for website development only. Hosting, domain registration, premium themes or plugins, paid software licenses, third-party transaction fees, ongoing maintenance, security administration, and recurring SEO are separate unless expressly included in the Service Election or Order Form. Hosting price, term, and renewal must be stated separately; no WordPress hosting price is implied.
3. Initial on-page SEO and any expressly included one-month post-launch period are distinct from ongoing quarterly SEO services. Search rankings, indexing, traffic, leads, and revenue are subject to Section 17 and any separate written guarantee.
4. Client shall provide lawful rights to all supplied text, images, trademarks, reviews, and other materials. Underdog may use WordPress themes, plugins, hosting, and other Third-Party Services subject to their licenses and platform terms.
5. Any specified CRM, commerce, payment, booking, automation, or external API work requires compatible third-party accounts, access, and an approved integration scope. Custom software or functionality beyond that scope requires a change order.
6. The Client's ownership and handoff rights are governed by the intellectual-property, payment, hosting, and transition provisions of this Agreement. Underdog will identify any nontransferable third-party licenses or Agency-owned tools used in the website.
7. Q4 promotional prices apply only to purchases accepted under a written Q4 2026 offer. The applicable signed Order Form controls the actual price, payment schedule, included services, and any approved exception.

6. BUILD, GROW, LEAD SERVICE FRAMEWORK

Underdog generally performs services through its Build, Grow, Lead methodology.

Build establishes the digital foundation, including strategy, architecture, website infrastructure, conversion structure, technical setup, integrations, and foundational optimization.

Grow focuses on increasing visibility, authority, content depth, search presence, conversion opportunities, and digital reach.

Lead focuses on competitive positioning, market authority, conversion performance, expansion, and sustained digital growth.

Client acknowledges that SEO and digital marketing are progressive services. Individual activities may depend upon completion of earlier stages. Underdog retains reasonable professional discretion regarding the order, sequencing, methodology, tools, personnel, and technical implementation used to complete the contracted services.

7. MANDATORY ONBOARDING

Onboarding is a material requirement of this Agreement.

Client shall complete all required onboarding requirements within seven (7) business days after Underdog provides the onboarding request unless Underdog approves another deadline in writing.

Onboarding may include intake forms; strategy questionnaires; business information; brand assets; website credentials; domain and DNS access; hosting access; WordPress or other relevant CMS access; Google account permissions; analytics and Search Console permissions; CRM access; social or advertising platform access when applicable; product/service information; location information; legal or regulatory information relevant to Client’s business; required content; media and photographs; required approvals; and participation in scheduled onboarding or alignment meetings.

Failure to complete onboarding may prevent Underdog from performing the purchased services.

8. FAILURE TO COMPLETE ONBOARDING

If Client does not substantially complete required onboarding within seven (7) business days, Underdog may place the account on administrative hold.

Client acknowledges that Underdog reserves personnel, production capacity, technology, strategy resources, and scheduling based upon accepted projects. A Client-caused onboarding delay does not require Underdog to hold the Client’s original production position indefinitely. Underdog may reschedule the project into the next reasonably available production window.

Client-caused delay does not automatically entitle Client to a refund, chargeback, deadline reduction, accelerated production schedule, or additional services. Any determination concerning amounts earned, refundable, nonrefundable, or creditable will be based on work actually performed, resources committed, third-party costs incurred, and applicable law rather than operating as an unlawful penalty.

9. CLIENT RESPONSIBILITIES

Client agrees to provide complete and accurate information; maintain lawful ownership or authorization for materials supplied to Underdog; provide required access and credentials; respond reasonably promptly to requests; attend required meetings; review submitted work; provide consolidated feedback; make payments when due; maintain required third-party accounts; inform Underdog of material business changes; obtain professional, regulatory, industry-specific, or legal approvals required for Client’s content; maintain appropriate privacy policies, terms, disclosures, licenses, permissions, and regulatory notices applicable to Client’s business; and cooperate reasonably with production.

Client is responsible for the accuracy and legality of Client-provided representations, claims, pricing, product descriptions, professional credentials, testimonials, offers, trademarks, images, and other materials.

10. CLIENT DELAYS

A delay caused by Client automatically extends affected production dates by at least the duration of the delay and may require rescheduling based upon Agency capacity. Examples include delayed credentials, missed meetings, incomplete questionnaires, missing content, unavailable decision-makers, delayed approvals, conflicting instructions, failure to pay, or failure to provide required technical access.

Underdog is not required to compress work, require overtime from its personnel, displace another client, or bypass its production process to compensate for a Client-caused delay.

11. APPROVALS

Client shall provide approvals or revision requests through Underdog’s designated communication process. Approval may be established through written approval, electronic approval, implementation authorization, or Client’s use/publication of the applicable deliverable.

Once a deliverable has been approved and production has advanced to a subsequent phase, reopening completed work may constitute additional scope.

12. SCOPE OF SERVICES

Underdog is responsible only for services actually purchased. Any item not expressly included is outside scope.

Requests for additional pages, redesigns, integrations, functionality, campaigns, content, revisions, migrations, emergency repairs, consultations, software configuration, or other services may require additional fees and/or a written change order. Silence regarding a service does not mean the service is included.

13. CHANGE ORDERS

Client may request additional work. Underdog may accept or decline the request. If accepted, Underdog may require a written scope modification, an additional invoice, additional production time, or a separate statement of work.

No employee, contractor, developer, strategist, salesperson, or other representative may materially expand the contractual scope unless authorized to do so by Underdog.

14. AGENCY PROCESS AND PROJECT CONTROL

Client retains control over Client’s business decisions and final approvals. Underdog retains control over its internal business operations and service-delivery methodology, including staffing, contractor assignments, production sequencing, internal deadlines, tools and software, research methodology, technical implementation, quality-control processes, and internal communications.

Client may not directly supervise, employ, command, reassign, compensate, or otherwise manage Underdog employees or contractors through this Agreement. Project concerns should be directed through Underdog’s designated account or leadership process.

15. QUARTERLY SERVICE PROCESS

Underdog organizes continuing strategy and marketing operations around calendar quarters:

• Q1: January through March
• Q2: April through June
• Q3: July through September
• Q4: October through December

Continuing campaigns may include quarterly strategy, implementation, optimization, measurement, reporting, and renewal planning. Client understands that Underdog may restrict commencement or continuation of certain campaign services to defined quarterly production periods. A request to perform services outside an established production process does not obligate Underdog to alter its process.

Any quarterly commitment, renewal, or minimum term applicable to a particular purchase must be identified in the applicable Service Election, Order Form, proposal, or invoice. Underdog determines, in its reasonable business discretion, whether a continuing campaign is operationally eligible to commence, continue, pause, transition, or renew within a particular quarterly production cycle, subject to the parties’ purchased term and applicable law. Client retains the decision whether to accept and purchase any offered renewal; nothing in this Agreement compels Client to purchase a future term that Client has not agreed to purchase.

16. SEARCH ENGINE OPTIMIZATION

SEO may include activities such as technical optimization, on-page optimization, content development, internal linking, keyword strategy, competitive analysis, local optimization, schema implementation, conversion optimization, content architecture, search-intent optimization, and other strategies selected by Underdog. Specific activities depend upon the package purchased. Client authorizes Underdog to make reasonable SEO-related modifications within the purchased scope.

17. NO RANKING OR REVENUE GUARANTEE

Underdog does not guarantee a particular Google ranking, search-engine position, traffic volume, lead volume, conversion rate, revenue amount, return on investment, sales level, or business outcome unless a separate written guarantee expressly states otherwise.

Search engines and third-party platforms operate independently of Underdog. Algorithms, competitors, market conditions, website history, domain authority, Client conduct, platform policies, search behavior, technical conditions, and other factors may affect results.

Any goals, forecasts, targets, projections, strategy estimates, competitive analyses, or anticipated timelines are strategic objectives and not guarantees.

18. THIRD-PARTY PLATFORMS

Services may depend upon third-party providers including Google, WordPress, hosting companies, registrars, CRM providers, analytics platforms, advertising networks, social platforms, plugins, payment processors, APIs, email providers, and other software.

Underdog does not control third-party providers and is not responsible for a third party’s outage, suspension, algorithm change, policy change, pricing change, data loss, security event, account restriction, service discontinuation, incompatibility, or other conduct outside Underdog’s reasonable control.

19. WEBSITE HOSTING

If Hosting is selected, Underdog will provide or coordinate hosting for the applicable website for the purchased hosting term.

Hosting may include, as applicable to the selected plan: server environment; SSL configuration; routine infrastructure maintenance; reasonable security configuration; website availability monitoring; backup functionality made available through the applicable hosting environment; and reasonable hosting-related technical administration.

Hosting does not mean unlimited website management. Unless separately purchased, hosting does not include unlimited website edits; new page creation; new content; SEO; redesigns; new functionality; e-commerce administration; product entry; CRM management; advertising management; emergency development; malware remediation caused by Client or third-party conduct; third-party software fees; premium plugin/license costs; domain registration fees; or unlimited technical support.

20. HOSTING RENEWAL AND TERMINATION

Hosting continues only for the purchased term and any properly renewed term. Applicable renewal pricing will be disclosed through the Client’s order, invoice, renewal notice, or service selection.

Failure to timely pay hosting charges may result in suspension after any notice required by the Agreement or applicable law. Upon termination or migration, Client remains responsible for obtaining replacement hosting and providing required destination credentials. Underdog may charge reasonable migration or technical labor fees when migration assistance falls outside the purchased service.

21. WEBSITE MANAGEMENT IS DIFFERENT FROM HOSTING

The parties expressly acknowledge:

Hosting is not website management. Website ownership is not an entitlement to unlimited Agency labor. Purchasing SEO does not purchase unlimited development. Purchasing website development does not create an indefinite obligation for Underdog to maintain, modify, optimize, repair, troubleshoot, or manage the website after the purchased scope concludes.

Continuing management must be purchased separately unless expressly included.

22. PAYMENT

Client shall pay all charges according to the service selection, proposal, invoice, payment schedule, or order form incorporated into this Agreement.

Unless otherwise stated in writing, payments are due according to the issued invoice; work may be withheld or suspended for overdue balances; recurring services must remain current; third-party expenses may require advance payment; additional scope may require advance authorization and payment; and Client remains responsible for authorized charges incurred before termination.

23. RESERVED PRODUCTION CAPACITY AND REFUNDS

Client acknowledges that service-based digital projects require advance allocation of personnel, strategy, scheduling, software, and production capacity.

Payments are therefore applied to services, work performed, resources committed, reserved production capacity where legally permissible, and authorized third-party costs.

Nothing in this Agreement creates an unlawful penalty or requires Client to forfeit money contrary to applicable law. Where a refund dispute occurs, the parties shall consider work performed, deliverables supplied, committed resources, authorized third-party expenses, nonrecoverable costs, and other legally recoverable amounts.

24. CHARGEBACKS AND PAYMENT DISPUTES

Client agrees to contact Underdog and use the dispute-resolution process in this Agreement before initiating a payment dispute or chargeback, except where prohibited by applicable law or payment-network rules.

A chargeback does not itself terminate Client’s contractual payment obligations or determine whether a charge was contractually owed. Underdog may provide this Agreement, electronic acceptance records, invoices, communications, project records, access logs, completed work, and other relevant evidence to a financial institution or payment processor in response to a payment dispute.

Underdog will not restrict any legal right that cannot lawfully be waived.

25. SUSPENSION

Underdog may suspend affected services for material nonpayment; material failure to cooperate; security concerns; unlawful activity; abuse of Agency personnel; unauthorized interference with production; failure to provide required access; material breach of this Agreement; or circumstances where continued work would reasonably expose systems, personnel, Client assets, or Underdog to material risk. When reasonably practicable, Underdog will provide notice and an opportunity to cure before suspension unless immediate action is reasonably necessary.

26. TERMINATION

Either party may terminate services only as permitted by the applicable Service Election, Order Form, minimum commitment, renewal term, cancellation provision, and this Agreement. Termination does not eliminate obligations accrued before the effective termination date. A cancellation request does not retroactively cancel completed work, committed third-party expenses, reserved production resources to the extent legally recoverable, or amounts otherwise earned under the applicable purchase. Unless a Service Election or Order Form provides a different rule, termination of a recurring service becomes effective at the end of the then-current paid service period after timely written notice; no prorated refund is created solely because Client elects not to use the remainder of an already purchased service period, except where required by applicable law. A one-time project may not be treated as a recurring month-to-month service merely because payments are divided into installments.

Upon termination, Underdog may complete account reconciliation; deliver completed Client-owned materials; remove Agency-owned licenses or tools; remove Agency analytics/tracking systems where appropriate; revoke Agency personnel access; discontinue recurring services; issue a final invoice where applicable; and coordinate reasonable transition services if purchased or agreed upon.

27. CLIENT CHANGES AFTER DELIVERY

After delivery, transition, termination, or transfer, Underdog is not responsible for deterioration, ranking changes, technical problems, security issues, functionality changes, or performance changes caused by Client, another agency, another developer, hosting changes, plugin changes, platform changes, deleted content, altered code, or other third-party modifications.

If Client requests Underdog to diagnose or repair such issues, that work may constitute a new paid service.

28. INTELLECTUAL PROPERTY

Upon full payment, Client receives rights to final Client-specific website content and deliverables created specifically for Client to the extent such rights are transferable and are not otherwise identified as licensed materials. Underdog retains ownership of its pre-existing intellectual property, processes, methodologies, templates, frameworks, know-how, internal documentation, proprietary strategies, reusable code, systems, tools, workflows, and Agency materials. Third-party assets remain subject to their applicable licenses.

No transfer of ownership occurs for unpaid deliverables unless Underdog expressly agrees otherwise in writing.

29. CLIENT MATERIALS

Client represents that Client possesses sufficient rights to materials supplied to Underdog. Client grants Underdog a limited license to use such materials as reasonably necessary to perform the contracted services.

Client shall be responsible for claims arising from Client-supplied materials that infringe third-party intellectual-property rights, except to the extent caused by Underdog’s independent wrongful conduct.

30. CONFIDENTIALITY

Each party may receive confidential business information from the other. Each party agrees to use reasonable care to protect confidential information and to use it only for purposes reasonably connected to the contractual relationship.

Confidential information does not include information that is public through no breach of this Agreement, independently developed, lawfully received from another source, or required to be disclosed by law.

31. PORTFOLIO RIGHTS

Unless Client and Underdog agree otherwise in writing, Client grants Underdog permission to identify Client as a customer and display publicly released work in Underdog’s portfolio, case studies, sales materials, or professional presentations. Confidential information will not be intentionally disclosed through portfolio use.

32. INDEMNIFICATION

To the extent permitted by applicable law, each party agrees to indemnify and hold the other harmless from third-party claims, damages, liabilities, and reasonable costs to the extent caused by the indemnifying party’s breach of this Agreement, unlawful conduct, infringement, or negligence.

Client’s obligations may include third-party claims arising from Client-supplied content, Client’s products or services, Client’s regulatory violations, or representations supplied or approved by Client. Underdog’s obligations may include third-party claims arising from Underdog’s independently created materials or wrongful conduct.

This section is not intended to indemnify a party for liability that applicable law prohibits that party from shifting to another.

33. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM THIS AGREEMENT, INCLUDING LOST PROFITS OR LOST BUSINESS OPPORTUNITIES, EXCEPT WHERE SUCH LIMITATION IS PROHIBITED BY LAW.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDERDOG’S AGGREGATE CONTRACTUAL LIABILITY ARISING FROM A PARTICULAR SERVICE SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID TO UNDERDOG FOR THE SERVICE GIVING RISE TO THE CLAIM DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR, FOR A ONE-TIME PROJECT COMPLETED IN LESS THAN SIX MONTHS, THE AMOUNT PAID FOR THAT PROJECT.

This limitation does not apply where applicable law prohibits limitation.

34. FORCE MAJEURE

Neither party will be liable for reasonable delay caused by events outside its reasonable control, including natural disasters, widespread internet or infrastructure failures, governmental action, war, civil disturbance, labor disruption, major third-party platform failures, or comparable events. The affected party shall resume performance as reasonably practicable.

35. GOOD-FAITH DISPUTE PROCESS

Before commencing arbitration, the parties agree to attempt in good faith to resolve a dispute directly. Unless emergency equitable relief is reasonably necessary, the complaining party shall provide written notice describing the dispute and requested resolution.

The parties agree to participate in up to five (5) documented good-faith negotiation opportunities before arbitration, provided the process can reasonably be completed without prejudicing a legal right or limitations period. A party’s refusal to respond after reasonable documented opportunities will satisfy this negotiation requirement. The parties may mutually agree to mediation before arbitration.

36. BINDING ARBITRATION

Except for claims that applicable law permits or requires to proceed elsewhere, any dispute arising out of or relating to this Agreement that remains unresolved after the preceding dispute process shall be resolved through binding arbitration in North Carolina.

The parties designate Cranfill Sumner LLP, Raleigh Office, 5440 Wade Park Boulevard, Suite 300, Raleigh, North Carolina 27607, as the parties’ pre-selected arbitration provider for disputes subject to this Agreement. The arbitration shall be administered through Cranfill Sumner LLP and conducted by a qualified neutral arbitrator affiliated with or selected through Cranfill Sumner LLP who is available, willing, legally eligible, independent, and impartial. The parties agree to use Cranfill Sumner LLP as the designated arbitration provider and shall not substitute another provider merely because a party later prefers a different forum.

Because an arbitration firm itself is not an individual arbitrator, the specific neutral shall be selected through Cranfill Sumner LLP. No individual may serve where service would violate applicable law, including applicable impartiality or disclosure requirements. If Cranfill Sumner LLP declines the matter, is unavailable, has a conflict that prevents administration, no qualified neutral through the firm can lawfully serve, or the agreed selection method otherwise fails, a substitute arbitrator shall be appointed in accordance with applicable North Carolina arbitration law. The arbitrator may award remedies available under applicable law and this Agreement.

Nothing in this section prevents either party from seeking temporary or preliminary judicial relief where necessary to protect intellectual property, confidential information, systems, accounts, or other rights pending arbitration.

37. GOVERNING LAW

This Agreement shall be governed by and construed under the laws of the State of North Carolina, without regard to conflict-of-laws principles, except where federal law controls. For matters properly brought before a court rather than an arbitrator, the parties consent to jurisdiction in North Carolina, subject to applicable jurisdiction and venue law.

38. RECIPROCAL ATTORNEYS’ FEES

For a qualifying business contract, and to the extent authorized by North Carolina law, the prevailing party in a suit, action, proceeding, or arbitration involving this Agreement may seek reasonable attorneys’ fees and expenses pursuant to the terms of this Agreement and applicable law. This provision is intended to be reciprocal.

The parties intend this provision to operate consistently with applicable North Carolina law, including any affirmative-signature requirements applicable to reciprocal attorneys’ fee provisions in business contracts. Each party’s signature must result from an affirmative act evidencing acceptance and execution. To the extent required for enforceability, a passive checkbox, preselected box, or mere continued use of services is not intended to substitute for the affirmative signature required for this provision.

39. ELECTRONIC TRANSACTIONS AND SIGNATURES

The parties agree to conduct this transaction electronically. Client represents that the services are being purchased primarily for business or commercial purposes and not primarily for personal, family, or household purposes.

Client agrees that electronic records may be used; electronic signatures may be used; Client has the ability to retain or download the Agreement; Client’s affirmative electronic signature evidences Client’s intent to execute this Agreement; Client’s service selections form part of the executed Agreement; and Underdog may retain electronic records showing execution, selections, timestamps, transaction information, and the version of the Agreement accepted.

40. AUTHORITY TO SIGN

Each person signing represents that the person possesses authority to bind the party identified in the signature. If Client is a business entity, the signer represents that the signer is authorized to execute this Agreement on the entity’s behalf.

41. ENTIRE AGREEMENT AND ORDER OF PRECEDENCE

This Agreement, together with Client’s service selections and any incorporated proposal, order form, invoice, statement of work, or written amendment, constitutes the parties’ agreement concerning the purchased services.

In the event of a direct conflict: (1) a mutually executed written amendment controls; (2) a specifically negotiated statement of work or order form controls concerning service-specific commercial terms; (3) this Master Agreement controls concerning general legal terms; and (4) general marketing materials do not modify the Agreement.

No oral representation modifies this Agreement. Sales discussions, calls, chats, text messages, demonstrations, preliminary strategy conversations, estimates, forecasts, examples, mockups, or informal communications do not expand the purchased scope, create a guarantee, or modify a measurable commitment unless expressly incorporated into the executed Service Election, Order Form, statement of work, or written amendment by an authorized Underdog representative.

42. AMENDMENTS

An executed Agreement cannot be retroactively modified by Underdog merely by changing the version appearing on its website. Any material amendment applicable to an existing executed agreement must be agreed to in writing or through another legally effective acceptance mechanism.

43. SEVERABILITY

If a provision is determined to be invalid or unenforceable, the remaining provisions will remain effective to the maximum extent permitted by law. Where legally permissible, an invalid provision shall be interpreted or limited as necessary to most closely accomplish its lawful intended purpose rather than invalidating the entire Agreement.

44. NO WAIVER

Failure to enforce a provision on one occasion does not waive the right to enforce that provision later. A waiver must be sufficiently documented to establish the party’s intent to waive the applicable right.

45. ASSIGNMENT

Client may not assign this Agreement without Underdog’s written consent, except as otherwise required by law. Underdog may assign the Agreement in connection with a merger, acquisition, reorganization, sale of substantially all relevant assets, or lawful business succession, subject to applicable law.

46. INDEPENDENT CONTRACTOR

Underdog is an independent contractor. Nothing in this Agreement establishes a partnership, joint venture, fiduciary relationship, employment relationship, or agency relationship authorizing Client to bind Underdog to obligations owed to third parties.

47. NOTICES

Contractual notices may be delivered through the parties’ designated business email addresses or another written communication method established for the account. Legal notices concerning a formal dispute should clearly identify the Agreement, Client, nature of the dispute, and requested resolution.

47A. DEFINITIONS AND CONTRACT INTERPRETATION

For purposes of this Agreement: “Business Day” means Monday through Friday excluding federal holidays generally observed in North Carolina; “Service Election” means the executed selection identifying the purchased primary package, continuing services, add-ons, commercial terms, and incorporated documents; “Order Form” includes any proposal, invoice, checkout record, statement of work, or order record expressly incorporated into the Agreement; “Onboarding Complete Date” means the date Underdog determines in good faith that the information, access, materials, approvals, payments, and dependencies reasonably necessary to begin the applicable production phase have been received; “Production Start Date” means the date Underdog places the substantially onboarded project into active production; “Launch Date” means the date Underdog first deploys the website to the intended production environment, or the date Underdog gives written notice that the website is materially ready for launch but launch is prevented or delayed by Client, whichever occurs first; “Deliverable” means a work product expressly included in the purchased scope; “Client Delay” means an act or omission by Client or a Client-controlled third party that reasonably prevents, interrupts, reverses, or delays performance; “Additional Scope” means requested work not expressly included in the purchased scope; “Continuing Service” means a recurring or renewal-based service expressly purchased for a stated service period; and “Third-Party Service” means a platform, software, account, license, API, plugin, registrar, host, payment processor, advertising network, or other product or service not owned and controlled by Underdog.

Headings are for convenience and do not limit substantive terms. “Including” means including without limitation. References to a number of pages, assets, layouts, integrations, or other deliverables mean “up to” that amount unless the Agreement expressly states a fixed minimum. An unused allowance is not cash, credit, or transferable inventory unless Underdog agrees otherwise in writing.

47B. PACKAGE TERMINOLOGY AND MEASURABLE COMMITMENTS

Descriptive terms used in package names or service descriptions, including “advanced,” “conversion-focused,” “priority,” “Dominator,” “complete,” “optimized,” “custom,” “strategy,” and similar terminology describe Underdog’s service level, methodology, or intended approach. They do not create an unstated guarantee of any quantitative result, response time, ranking, conversion rate, revenue outcome, technical specification, exclusivity, unlimited labor, or unlimited revisions. A measurable commitment exists only when expressly stated in the executed Service Election, Order Form, statement of work, or written amendment.

Priority support means elevated internal prioritization under Underdog’s then-current operating procedures and does not mean twenty-four-hour availability, guaranteed after-hours response, immediate completion, or displacement of other contractual obligations unless a specific response-time commitment is expressly purchased in writing.

47C. REVISIONS, APPROVAL FINALITY, AND PREFERENCE CHANGES

Revisions are limited to the revision allowance, if any, expressly stated in the applicable Service Election or Order Form. If no numerical revision allowance is stated, Underdog is required to make only those revisions reasonably necessary to bring a Deliverable into material conformity with the expressly purchased scope and approved project direction; unlimited revisions are never implied.

Once Client approves a design, content item, architecture, functionality, strategy direction, or other Deliverable and Underdog materially relies on that approval by advancing production, later preference changes, reversals, replacement instructions, or requests to reopen completed work may be treated as Additional Scope. This does not relieve Underdog of responsibility to correct a Deliverable that materially fails to conform to the expressly purchased and approved scope.

47D. DELIVERY, REVIEW, ACCEPTANCE, AND DEFECT NOTICE

A Deliverable is considered submitted when Underdog makes it reasonably available to Client through the designated project, email, meeting, staging, portal, or delivery process. Client shall review submitted work and provide consolidated, specific feedback within the review period stated in the applicable project process or, if no period is stated, within five (5) Business Days. Failure to respond does not by itself waive a genuine material nonconformity, but it may constitute Client Delay and may permit Underdog to advance, pause, or reschedule production based on the last approved direction.

Following Launch Date or final delivery, Client shall promptly notify Underdog of any material failure of the delivered work to conform to the expressly purchased scope. Underdog will have a reasonable opportunity to investigate and, when Underdog is responsible, correct a verified material nonconformity. Requests based on changed preference, new business requirements, third-party changes, Client modifications, or work outside the approved scope are Additional Scope rather than defect correction.

47E. CLIENT SECURITY, CREDENTIALS, AND AUTHORIZED USERS

Client is responsible for maintaining secure credentials, accurate authorized-user lists, appropriate account permissions, and multifactor authentication where reasonably available for Client-controlled accounts. Client shall not knowingly transmit credentials through an insecure method when a secure method is provided and shall promptly notify Underdog of suspected compromise, unauthorized access, ownership disputes, employee departures affecting access, or other security events relevant to the services.

Underdog is not responsible for unauthorized access or loss caused by Client’s credential sharing, weak or reused passwords, Client-controlled users, compromised Client devices, failure to maintain appropriate security settings, or conduct of a third party outside Underdog’s reasonable control. Underdog may temporarily restrict access or suspend affected technical work when reasonably necessary to protect systems, accounts, data, Client assets, or Agency personnel.

47F. BACKUPS, DATA, AND RESTORATION

No backup, monitoring, security, hosting, or restoration system is infallible. Where backup functionality is included through a selected hosting environment, it is a risk-reduction measure and not a guarantee against every form of deletion, corruption, compromise, outage, or data loss. Client is responsible for maintaining independent copies of business-critical data, records, source materials, product information, customer information, and other content that Client cannot reasonably recreate, unless a separate written data-preservation service expressly shifts that responsibility to Underdog.

Restoration, forensic investigation, malware remediation, emergency recovery, or reconstruction caused by Client conduct, third-party conduct, unsupported software, compromised credentials, or circumstances outside the purchased scope may require additional fees.

47G. THIRD-PARTY SOFTWARE, APIs, PLUGINS, AND REPLACEMENT TECHNOLOGY

Third-Party Services may change functionality, APIs, pricing, licensing, policies, security requirements, availability, compatibility, or ownership without Underdog’s control. Underdog may, when reasonably necessary to continue or protect the contracted service, recommend, substitute, disable, update, or discontinue an affected integration, plugin, API, or technical method. Any material new third-party fee or material scope expansion will require Client authorization before Underdog incurs the charge on Client’s behalf, unless the applicable Order Form already authorizes that expense category.

Underdog does not guarantee perpetual compatibility with a Third-Party Service or continued availability of a specific vendor feature.

47H. CLIENT COMPLIANCE AND PROFESSIONAL-ADVICE DISCLAIMER

Underdog provides website, SEO, marketing, development, hosting, and related digital services. Unless expressly contracted through a qualified professional for that purpose, Underdog does not provide legal, tax, accounting, medical, financial, cybersecurity-certification, accessibility-certification, privacy-compliance, or industry-regulatory advice. Client remains responsible for determining the laws, regulations, professional rules, accessibility obligations, privacy requirements, advertising restrictions, disclosures, licenses, consents, and industry standards applicable to Client’s business, products, services, data, and public claims.

Underdog may implement language, notices, technical features, accessibility improvements, privacy tools, or compliance-related materials supplied or approved by Client, but such implementation does not constitute a legal opinion, certification, or guarantee of compliance.

47I. CLIENT OR THIRD-PARTY INTERFERENCE DURING PRODUCTION

Client shall disclose material changes made by Client or another vendor to the website, hosting environment, DNS, domain, analytics, Search Console, CRM, plugins, code, content, tracking, integrations, or other systems materially connected to Underdog’s active work. If Client or a third party modifies an affected component during production without coordination, Underdog may pause the affected work, re-audit the changed component, revise the production schedule, require restoration of a stable environment, or quote Additional Scope.

Underdog is not responsible for defects, regressions, ranking changes, data discrepancies, broken integrations, security problems, or delays to the extent caused by uncoordinated Client or third-party changes.

47J. PROJECT FILES, DATA RETENTION, AND POST-TERMINATION STORAGE

Following final delivery, migration, account closure, or termination, Client is responsible for retaining Client-owned copies of final Deliverables, credentials, exports, records, and business data. Unless a longer retention period is expressly purchased or required by law, Underdog may delete or archive working files, staging environments, temporary exports, backups, credentials, drafts, and other project materials after ninety (90) days following final delivery or termination, provided Underdog has made final Client-owned Deliverables reasonably available where required by the Agreement.

Underdog is not obligated to provide indefinite storage, archival, restoration, or future retrieval services after the applicable retention period. Confidentiality obligations continue to apply to retained confidential information.

47K. NON-CIRCUMVENTION OF AGENCY PERSONNEL

During the active service relationship and for twelve (12) months after its conclusion, Client shall not knowingly use information or introductions obtained solely through the Underdog engagement to bypass Underdog for the purpose of directly engaging an Underdog employee or contractor who materially worked on Client’s account to perform substantially similar services outside Underdog, without Underdog’s prior written consent. This provision does not prohibit general solicitations not targeted at Underdog personnel, pre-existing relationships disclosed to Underdog, or conduct that applicable law does not permit the parties to restrict. The parties intend this provision to protect legitimate business relationships and confidential operational interests rather than to restrain lawful competition or employment mobility, and it shall be limited to the maximum lawful scope.

47L. SURVIVAL

Termination, expiration, launch, delivery, or account closure does not extinguish provisions that by their nature are intended to survive. Without limitation, accrued payment obligations, intellectual-property provisions, confidentiality, Client-material representations, portfolio rights to the extent already granted, indemnification, limitation of liability, post-delivery responsibility allocations, dispute resolution, arbitration, attorneys’ fees where enforceable, data-retention provisions, and any other rights or obligations intended to operate after termination survive to the extent permitted by law.

47M. COMMERCIAL TERMS, RENEWAL, AND SERVICE RECORD

For each purchase, the Service Election or incorporated Order Form should identify, as applicable: primary package; add-ons; one-time project price; deposit or initial payment; installment schedule; recurring charge; billing frequency; initial service term; minimum commitment, if any; renewal structure; cancellation-notice requirement; included post-launch SEO period, if any; and any expressly purchased measurable response time or revision allowance. A blank commercial field does not create a free service, unlimited service, or unstated commitment; where a required commercial term is not shown in the Master Agreement, the incorporated Order Form or invoice governs that term under Section 41.

47N. BINDING ARBITRATION AND JURY-TRIAL ACKNOWLEDGMENT

THE PARTIES ACKNOWLEDGE THAT, SUBJECT TO APPLICABLE LAW AND THE EXCEPTIONS EXPRESSLY STATED IN THIS AGREEMENT, COVERED DISPUTES WILL BE RESOLVED THROUGH BINDING ARBITRATION RATHER THAN A TRIAL BEFORE A JUDGE OR JURY. EACH PARTY RETAINS THE RIGHT TO BE REPRESENTED BY COUNSEL AND ALL NONWAIVABLE RIGHTS PROVIDED BY APPLICABLE ARBITRATION LAW.

48. CLIENT ACKNOWLEDGMENTS

Client affirms each of the following by ticking every box in the Client Acknowledgments field below. Acknowledgments are not preselected.

• I reviewed my selected services and applicable scope.
• I confirm that only one primary Starter, Growth, or Dominator package is selected unless my Order Form expressly states otherwise.
• I am purchasing the services primarily for business or commercial purposes.
• I understand that package terminology describes service methodology and does not create an unstated performance guarantee.
• I understand the delivery, acceptance, security, third-party, data-retention, cancellation, and post-termination provisions.
• I understand that services not selected or purchased are not included.
• I understand that onboarding is mandatory and must ordinarily be completed within seven (7) business days.
• I understand that Client-caused delays can extend or reschedule production.
• I understand that SEO rankings, revenue, leads, traffic, and business results are not guaranteed.
• I understand that hosting and website management are separate services.
• I understand that additional work may require additional payment.
• I understand Underdog controls its internal staffing and production methodology.
• I understand the quarterly service framework applicable to continuing services.
• I understand the dispute-resolution and binding-arbitration provisions and that covered disputes will be resolved by binding arbitration rather than a trial before a judge or jury, except where applicable law provides otherwise.
• I consent to conducting this transaction electronically.
• I have had the opportunity to review this Agreement and obtain independent legal advice before signing.

49. ELECTRONIC EXECUTION

By affirmatively signing above, Client intends to execute and be bound by this Agreement and the service selections made in connection with it.

50. EXECUTION RECORD