Client Satisfaction, Non-Refund, Release & Dispute-Resolution Terms

CARDINAL GROUP MARKETING CORP. CLIENT SATISFACTION, NON-REFUND, RELEASE, AND DISPUTE-RESOLUTION TERMS These terms supplement and form part of every proposal, invoice, statement of work, and services agreement issued by Cardinal Group Marketing Corp. ("CGM"). "Client" means the business identified on the applicable invoice. These terms are intended for business-to-business transactions only. 1. ACCEPTANCE OF TERMS By electronically signing, typing the Client's name, checking an "I Agree" box, clicking an acceptance or payment button, authorizing payment, or paying any deposit or invoice, Client acknowledges that Client received these terms, had an opportunity to review and retain them, and agrees to be legally bound by them. The individual accepting these terms represents that they have authority to bind Client. If that representation is false, the individual accepting these terms shall be responsible to the extent permitted by applicable law. 2. CREATIVE AND SUBJECTIVE NATURE OF SERVICES Client acknowledges that website design, graphic design, branding, layout, color selection, user experience, artificial-intelligence-generated content, and other creative services involve professional judgment and subjective preferences. CGM does not guarantee that every design, concept, feature, or creative decision will match Client's personal taste or the preferences of Client's owners, employees, customers, or other third parties. A website or deliverable shall not be considered defective, rejected, or nonconforming merely because Client: a. Changes its mind, preferences, branding, personnel, management, objectives, or business strategy; b. Prefers a different design, layout, color, image, font, feature, workflow, platform, or creative direction; c. Disagrees with a design or direction that Client previously selected, supplied, requested, or approved; d. Does not receive the sales, traffic, rankings, leads, conversions, revenue, attention, or other business results Client expected; or e. Experiences limitations, interruptions, policy changes, pricing changes, or other actions involving Wix Ltd., a Wix product, or another third-party platform, application, artificial-intelligence service, hosting provider, payment processor, plug-in, integration, or design tool. CGM's obligation is to provide services that materially conform to the written scope of work—not to guarantee Client's subjective satisfaction or any particular business result. 3. REVIEW, OBJECTIONS, AND ACCEPTANCE Client must review each concept, milestone, and deliverable promptly. Any objection must be delivered to CGM in writing within five business days after delivery and must identify each alleged material failure to conform to the written scope of work with reasonable specificity. General statements such as "I do not like it," "this is not what I imagined," or similar expressions of subjective dissatisfaction do not constitute notice of a material nonconformity. A deliverable will be considered accepted upon the earliest of: a. Client's written or electronic approval; b. Client's request to launch, publish, transfer, use, reproduce, distribute, or provide the deliverable to another person; c. Client's submission of a revision request that does not identify a material failure to conform to the written scope; d. Client's failure to provide a specific written objection within five business days after delivery; or e. Client's commercial or public use of any portion of the deliverable. Minor errors or incomplete items that do not materially prevent the deliverable's intended use will not permit rejection of the entire project. 4. NON-REFUNDABLE DEPOSIT The deposit compensates CGM for reserving production capacity, declining conflicting work, onboarding, planning, discovery, research, administrative setup, platform configuration, and beginning performance. The parties agree that the deposit is earned when received and is not a penalty. TO THE FULLEST EXTENT PERMITTED BY LAW, EVERY DEPOSIT IS NON-REFUNDABLE. Without limiting the preceding sentence, Client is not entitled to a refund because of: a. Subjective dissatisfaction with a design or website; b. A change of mind, ownership, management, preference, objective, budget, or schedule; c. Client's decision to cancel, postpone, abandon, or move the project; d. Client's failure to provide content, credentials, approvals, instructions, access, or timely feedback; e. Client's refusal to approve work that materially conforms to the written scope; f. Client's failure to use, launch, publish, market, or complete the website; g. A third-party platform's limitation, suspension, pricing change, policy, error, outage, or discontinuation; or h. Client's dissatisfaction with results that CGM did not expressly guarantee in a written agreement signed by CGM. A deposit may be refunded only if CGM elects to refund it in writing or if a refund is required by a law that cannot legally be waived. 5. REVISIONS AND CHANGE REQUESTS Unless the applicable written scope states otherwise, the quoted price includes the number of revision rounds stated in the proposal or invoice. A revision round consists of one consolidated written list of requested changes submitted at one time. A revision is an adjustment to an existing approved direction. A request for a new concept, substantial redesign, new feature, new page, new integration, changed functionality, changed platform, or reversal of a previously approved decision is additional work and may require a written change order and additional fees. Client's dissatisfaction after using the included revisions does not create a right to additional free work or a refund. 6. EXCLUSIVE CORRECTION REMEDY If Client timely identifies a reproducible, material failure of a deliverable to conform to the written scope, Client must provide CGM with a reasonable opportunity to investigate and correct it. To the fullest extent permitted by law, Client's exclusive remedy for a verified material nonconformity is CGM's commercially reasonable correction or re-performance of the affected work. CGM may, in its sole discretion, provide additional corrections or a service credit. No correction, re-performance, or service credit will require repayment of the non-refundable deposit. Client may not reject an entire project, demand a refund, withhold payment for conforming work, or terminate the agreement because of a minor, subjective, correctable, or out-of-scope issue. 7. RELEASE AND COVENANT NOT TO SUE FOR SUBJECTIVE DISSATISFACTION "Released Parties" means Cardinal Group Marketing Corp., Rodney L. Bonner, and each of CGM's past, present, and future parents, affiliates, related companies, owners, shareholders, members, directors, officers, employees, contractors, subcontractors, agents, representatives, insurers, successors, and assigns. To the fullest extent permitted by law, Client releases and forever discharges the Released Parties from claims, demands, damages, losses, liabilities, and causes of action arising solely from: a. Client's subjective dissatisfaction with the appearance, style, layout, creative direction, usability, content, or operation of a deliverable that materially conforms to the written scope; b. Client's change of mind or preference; c. Business results that were not expressly guaranteed in a writing signed by CGM; d. Client-supplied or Client-approved information, instructions, content, images, trademarks, files, materials, or decisions; e. Client's failure to review, test, approve, provide access, or provide timely feedback; or f. The acts, omissions, limitations, or availability of third-party platforms and services not controlled by CGM. Client covenants not to commence, join, maintain, finance, or voluntarily assist a court action against a Released Party concerning a claim released under this section. Instead, any dispute concerning whether a claim has been released or otherwise remains actionable must be resolved under the binding-arbitration provision below. Each Released Party is an intended third-party beneficiary of these terms and may enforce the release, liability limitations, and arbitration requirements directly. Nothing in these terms releases liability that cannot legally be waived, including liability established by a final decision to have resulted from fraud, willful misconduct, or gross negligence to the extent such liability is nonwaivable under applicable law. Nothing prohibits Client from communicating with a government agency where that right cannot legally be waived. 8. CORPORATE PARTY AND NO PERSONAL LIABILITY Client acknowledges that it is contracting solely with Cardinal Group Marketing Corp. No owner, shareholder, officer, director, employee, contractor, agent, or affiliate of CGM—including Rodney L. Bonner—is entering into the agreement in an individual capacity or providing a personal guarantee. To the fullest extent permitted by law, Client shall look exclusively to CGM, and not to any owner, officer, employee, contractor, agent, or affiliate, for performance of the agreement and for any permitted remedy arising from the services. 9. DISCLAIMER OF WARRANTIES Except for an express written warranty contained in a document signed by CGM, all services and deliverables are provided "as is" and "as available." To the fullest extent permitted by law, CGM disclaims all implied warranties, including merchantability, fitness for a particular purpose, non-infringement, uninterrupted operation, compatibility, profitability, search-engine placement, accessibility compliance, legal compliance, and suitability for Client's particular business. Client is responsible for obtaining its own legal, regulatory, accessibility, privacy, tax, and industry-compliance review before launch. 10. LIMITATION OF LIABILITY TO THE FULLEST EXTENT PERMITTED BY LAW, THE RELEASED PARTIES WILL NOT BE LIABLE FOR LOST PROFITS, LOST REVENUE, LOST SALES, LOST DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, REPUTATIONAL HARM, REPLACEMENT-SERVICE COSTS, OR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL COMBINED LIABILITY OF ALL RELEASED PARTIES ARISING FROM OR RELATING TO AN INVOICE, PROJECT, OR DELIVERABLE SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID TO CGM UNDER THE SPECIFIC INVOICE GIVING RISE TO THE CLAIM. These limitations apply regardless of the legal theory asserted and even if a Released Party was advised that such damages were possible. They do not apply to liability that applicable law does not permit the parties to limit. 11. MANDATORY NOTICE AND OPPORTUNITY TO RESOLVE Before initiating arbitration, a party must provide written notice describing the dispute, the relevant facts, and the requested resolution. The parties shall then participate in a good-faith telephone or video conference within 15 days after receipt of the notice. No arbitration may be filed until 30 days after the notice is received, unless immediate provisional relief is reasonably necessary to prevent irreparable harm. This section does not extend any nonwaivable limitations period. 12. BINDING INDIVIDUAL ARBITRATION Except for proceedings expressly permitted below, every dispute, controversy, or claim arising out of or relating to an invoice, proposal, project, deliverable, payment, these terms, the parties' relationship, or the services—including contract, tort, statutory, misrepresentation, refund, negligence, and dissatisfaction claims—shall be resolved exclusively through final and binding individual arbitration. The arbitration shall be governed by the Federal Arbitration Act and, where applicable, the North Carolina Revised Uniform Arbitration Act. It shall be administered by the American Arbitration Association under its Commercial Arbitration Rules before one neutral arbitrator. The hearing shall occur by secure video conference unless the arbitrator determines that an in-person hearing is necessary. Any in-person hearing shall take place in Wake County, North Carolina, unless the parties agree otherwise in writing. THE PARTIES UNDERSTAND THAT ARBITRATION REPLACES A COURT TRIAL AND THAT THERE IS NO JUDGE OR JURY IN ARBITRATION. Arbitration may proceed only on an individual basis. Neither party may bring or participate in a class, collective, consolidated, mass, coordinated, private-attorney-general, or representative proceeding. The arbitrator may grant relief only to the individual party seeking relief and only to the extent necessary to resolve that party's individual claim. A court of competent jurisdiction may be used only to: a. Determine whether an agreement to arbitrate was formed; b. Compel or stay arbitration; c. Obtain temporary or provisional relief necessary to preserve property, confidential information, intellectual property, or the effectiveness of arbitration; or d. Confirm, enforce, modify, or vacate an arbitration award as permitted by law. Filing an action for one of these limited purposes does not waive arbitration. If any portion of the individual-action requirement is found unenforceable as to a particular claim, that claim shall proceed in court only after all arbitrable issues have been completed. 13. RECIPROCAL ATTORNEYS' FEES If both parties sign or electronically sign these terms, the prevailing party in an arbitration or authorized enforcement proceeding may recover reasonable attorneys' fees and expenses to the extent permitted by North Carolina General Statutes § 6-21.6 or another applicable law. This provision is reciprocal and applies equally to Client and CGM. It is not effective merely because an invoice was paid unless the acceptance method satisfies applicable signature requirements. 14. CLIENT-PROVIDED MATERIALS Client represents that it owns or has permission to use all names, photographs, logos, trademarks, text, customer information, files, artwork, and other materials provided to CGM. To the fullest extent permitted by law, Client shall indemnify and hold the Released Parties harmless from third-party claims, damages, judgments, and reasonable expenses arising from Client-provided materials, Client's instructions, Client's products or services, or Client's violation of applicable law, but only to the extent caused by Client or a party under Client's control. 15. GOVERNING LAW AND SEVERABILITY These terms are governed by North Carolina law, without regard to conflict-of-law rules, and by applicable federal arbitration law. If any provision is held invalid or unenforceable, it shall be enforced to the maximum lawful extent or narrowed only as much as necessary. The remaining provisions shall remain effective. The non-refundable-deposit, release, exclusive-remedy, limitation-of-liability, corporate-party, arbitration, and third-party-beneficiary provisions survive completion, cancellation, termination, and payment. SEPARATE CLIENT ACCEPTANCE Client acknowledges that the provisions concerning the non-refundable deposit, subjective dissatisfaction, release and covenant not to sue, limitation of liability, corporate-party protection, and binding individual arbitration are material terms of the parties' agreement. ☐ I received and can retain or print these terms. ☐ I understand and agree that subjective dissatisfaction does not entitle Client to reject conforming work or receive a deposit refund. ☐ I specifically agree to the release, corporate-party protection, limitation of liability, and binding individual-arbitration provisions. Client Legal Name: ______________________________________ Authorized Representative: _______________________________ Title: __________________________________________________ Signature or Typed Electronic Signature: ___________________ Date: ___________________________________________________ Invoice/Proposal Number: _________________________________