Client Service Agreement

This Master Service Agreement (“Agreement”) governs all services provided by Penderra LLC, a Utah limited liability company (“Penderra,” “Developer,” “we,” or “us”), and the entity or individual purchasing services (“Client,” “you,” or “your”).

By completing checkout, subscribing to services, or accepting this Agreement via Stripe or any Penderra Order Form, Client agrees to be legally bound by these terms.

1. Penderra Partnership Model & Service Plans

Penderra provides fully managed, performance-focused digital business assets designed to capture RFQs, showcase technical capabilities, and support industrial growth.

Services are delivered under selected:

• Service Plans (e.g., Industrial Standard, Industrial Authority)
• Strategic Extras (Add-On Services)
• Blueprint Launch Process deliverables

Plan details, features, and pricing are defined at checkout, Order Form, or service documentation incorporated into this Agreement.

2. Billing, Subscription & Payment Terms

2.1 Billing Commencement

Billing begins immediately upon successful Stripe checkout or executed Order Form.

2.2 Initial Term Commitment

All Service Plans require a twelve (12) month Initial Term, billed monthly unless prepaid in full.

Client agrees to pay all monthly fees for the Initial Term regardless of usage, cancellation requests, or project status.

2.3 Post-Term Renewal

After the Initial Term:

• Either party may cancel with thirty (30) days written notice

2.4 Payment Method

All services are billed through Stripe or approved automated payment processors.

Client authorizes recurring billing for all subscriptions, renewals, add-ons, and plan changes.

2.5 Late Payments

Payments not received within fourteen (14) days incur a $50 late fee.

If payment remains unpaid after thirty (30) days:

• Penderra may fully suspend services
• Website and related services may be taken offline

2.6 Chargebacks

If Client initiates a payment dispute or chargeback:

• Penderra may immediately suspend services
• Client must pay a $50 recovery fee

If Penderra prevails in the dispute:

Client must pay:

• Full remaining contract balance
• Any legal, administrative, or dispute recovery costs

Services will not resume until payment is received in full.

2.7 No Refund Policy

All fees are non-refundable. Client may cancel services after fulfilling Initial Term obligations.

3. The Blueprint Launch Process & Client Cooperation

Penderra uses a structured 30-day Blueprint Launch Process.

Client agrees to provide necessary assets, approvals, and feedback.

3.1 Asset Delivery

Client must provide requested materials, including:

• Logos
• Equipment lists
• Photography
• Technical specifications

3.2 Copy Deadline

Client-provided copy must be delivered within three (3) weeks of kickoff.

Penderra may generate industry-standard content if materials are not received.

3.3 Approval Timeline

Client approvals are deemed granted if no feedback is received within ten (10) business days.

3.4 Project Abandonment

If Client becomes unresponsive for thirty (30) days:

• Project may be considered cancelled
• Client will be billed for services performed up to cancellation

4. Scope of Services & Update Definitions

4.1 Included Monthly Updates

Included updates consist of:

• Text changes
• Image or media replacements
• Certification updates
• Blog or project posts
• Product or service content updates

4.2 Out-of-Scope Work

The following are considered billable work:

• New page creation
• Layout redesigns
• Advanced integrations
• Structural or UX rebuilds

4.3 Revision Policy

Initial builds include 3–4 revision rounds. Additional revisions may incur charges.

4.4 Update Turnaround

Turnaround begins when:

• Complete request and assets are submitted
• Request occurs during business hours

5. Ownership & Lease-to-Own Policy

5.1 Developer Ownership Period

During first twenty-four (24) months:

Penderra retains ownership of:

• Design frameworks
• Code structure
• Development systems
• Automation infrastructure

Client receives a non-transferable usage license.

5.2 Ownership Transfer

After twenty-four (24) consecutive months of paid service:

Client may request transfer of:

• Website design
• Front-end source code

Transfer excludes backend tools, hosting systems, AI services, automation frameworks, and proprietary infrastructure.

5.3 Early Buyout

Client may purchase ownership prior to 24 months for a fee equal to:

Twelve (12) times the current monthly plan price

5.4 Client Content Ownership

Client retains ownership of:

• Logos
• Photography or video purchased by Client
• Business content
• Trademarks

6. Hosting, Infrastructure & Service Suspension

Penderra provides managed hosting, monitoring, and security.

Suspension Rights

Penderra may suspend services for:

• Non-payment
• Contract violations
• Illegal or unethical business activity

Suspended accounts may result in full website offline status.

7. Static Export & Termination Handoff

Upon termination and full payment of outstanding balances, Client receives:

• HTML, CSS, and JavaScript files
• Image and media assets
• SEO metadata

Export does not include:

• CMS backend
• Hosting configuration
• Integrations
• Automation systems

8. Strategic Extras & AI Services

8.1 AI Services

AI services include chatbot or AI receptionist tools.

If AI add-ons are purchased:

• AI responses are informational only
• AI tools cannot provide legal, compliance, or operational guarantees
• Client must verify AI-generated information

8.2 AI Training Data

Penderra may use generalized learnings to improve systems but will not resell or expose proprietary Client data.

9. Domains, DNS & Email Services

If Penderra registers domains on Client’s behalf:

• Client retains ownership
• Client pays transfer or registrar fees
• Domain control remains with Penderra until fees are paid

10. Contractor & Subprocessor Rights

Penderra may use contractors, designers, photographers, developers, or service vendors.

All subcontracted work is treated as work-for-hire owned by Penderra unless transferred under Section 5.

Client agrees not to solicit or hire Penderra contractors for twenty-four (24) months.

11. Portfolio & Marketing Rights

Penderra may display Client work including:

• Logos
• Screenshots
• Case studies
• Performance results

Client may request removal in writing.

12. Client Responsibilities & Compliance

Client is solely responsible for:

• Legal compliance
• Privacy policies
• Industry regulations
• Accessibility compliance unless explicitly contracted

Penderra may provide template scripts but does not guarantee compliance.

13. Service Level Agreement (SLA)

Emergency support applies only to:

• Website outages
• Broken RFQ forms
• Security incidents

Content changes are treated as standard updates.

14. Data Storage & Retention

Penderra stores Client data for thirty (30) days after termination.

Client is responsible for maintaining original content backups.

15. Security & Third-Party Risk

Penderra is not liable for data loss or service interruption caused by:

• Hosting providers
• Cyberattacks
• Client modifications
• Force majeure events

16. Minimum Client Conduct

Penderra may refuse or terminate service for businesses engaged in:

• Illegal activity
• Fraud or scams
• Hate or extremist content
• Reputationally harmful operations

17. Liability Limitation

Penderra’s maximum liability is limited to fees paid during the three (3) months preceding any claim.

Penderra is not liable for:

• SEO performance
• RFQ volume
• Advertising results
• Business losses

18. Force Majeure

Penderra is not responsible for service delays caused by events beyond reasonable control.

19. Arbitration, Governing Law & Class Action Waiver

This Agreement is governed by Utah law.

Disputes shall be resolved through:

• Binding arbitration in Salt Lake County, Utah
• Small claims court permitted where applicable

Client waives class action participation.

20. Modification of Terms

Penderra may modify this Agreement with notice via website or email.

Continued service use constitutes acceptance.

21. Entire Agreement

This Agreement, Order Forms, and Service Plan documentation constitute the entire agreement between parties.

22. Business Hours

Penderra business hours are:

• Monday – Friday
• 10:00 AM – 5:00 PM Mountain Time

Excluding federal holidays and announced closures.

Acceptance

By subscribing, purchasing, or continuing services, Client agrees to these terms.