Master Services Agreement

This Master Services Agreement (the “Agreement”) is between Toolbox Technology LLC, a Colorado limited liability company (“Toolbox”, “we”, “us”), and the customer named on the Order Form (“Customer”, “you”).

The Agreement is made up of this document and the following schedules, each of which is incorporated by reference:

• Schedule A: Order Form
• Schedule B: Service Description
• Schedule C: Availability and Support
• Schedule D: Acceptable Use Policy
• Schedule E: Data Processing Addendum

If there is a conflict between documents, they apply in this order: (a) the Order Form, but only for the commercial terms it sets (fees, term, scope, included services, named contacts); (b) Schedule E; (c) this document; (d) the other schedules.

The Agreement takes effect on the date the Order Form is signed by both parties (the “Effective Date”).

The person signing for Customer confirms they are authorised to bind Customer.

Build. For each Site on the Order Form, Toolbox will:

• hold a discovery conversation with Customer about the business, its customers and what the Site needs to do;
• build the Site on a Preview Address using a Theme chosen with Customer;
• provide up to two rounds of revisions based on Customer’s feedback; and
• connect the Custom Domain when Customer approves the Site under Section 3.2.

Approval. Customer approves a Site by telling Toolbox in writing (email is fine) that it is ready to go live, or by connecting the Custom Domain. If Customer has not responded to a completed build or revision round within fifteen business days of Toolbox delivering it, the Site is treated as approved and the subscription fee begins on the next billing date.

Ongoing services. From approval and for the rest of the term, Toolbox will:

• host the Site and make reasonable efforts to keep it available in line with Schedule C;
• obtain and renew the TLS certificate for the Custom Domain;
• forward Leads to the inbox or inboxes Customer nominates, as described in Schedule B;
• keep the Platform’s search basics in place as described in Schedule B; and
• provide support as described in Schedule C.

Editing after go-live. After approval, Customer is responsible for editing its Site. Customer may do this at any time through the visual editor or through Assistant Access. Toolbox has no obligation to make changes to a Site after approval. Toolbox may agree to make changes on request as a separate piece of work at its then-current rates, but any such work is at Toolbox’s discretion and is not part of the subscription.

Assistant Access. Customer may connect an AI assistant to its Workspace. Assistant Access uses Customer’s login, reaches only Customer’s own Sites, and can do anything Customer could do in the editor, including publishing and deleting pages. Everything an assistant does under Customer’s login is treated as done by Customer. Toolbox is not a party to Customer’s relationship with the assistant’s provider, does not control what the assistant does, and the provider is not a Toolbox subprocessor for the purposes of Schedule E. Toolbox may suspend Assistant Access for security reasons on notice.

What is not included. Unless the Order Form says otherwise, the Services do not include: edits, new pages or new content after approval; original photography or video; copywriting beyond what is needed for the build; search engine optimisation beyond the basics in Schedule B; paid advertising; social media; analytics; integrations with systems not listed in Schedule B; domain registration or renewal; email hosting; and any feature Toolbox describes as planned, upcoming, beta or in preview.

Changes to scope. Either party may propose additional work. It becomes part of the Services only when both parties sign a new Order Form or a written change order.

Changes to the Platform. Toolbox may improve and change the Platform, including moving a Site to a newer version of its Theme, provided the change does not materially reduce the Services. Toolbox will give at least thirty days’ notice before removing a feature listed in Schedule B.

Content and information. Customer will supply, or approve, the Content and business information the Site needs, and will respond to Toolbox’s requests for feedback and approval within a reasonable time. Delays in supplying Content extend Toolbox’s delivery dates by the same amount.

Rights in Content. Customer confirms that it owns or has permission to use all Content it supplies or approves, that the Content does not infringe anyone else’s rights, and that any reviews, credentials, licences, certifications, prices and claims on the Site are true and lawful.

Lawful business. Customer is solely responsible for making sure the Site and the way it uses the Site comply with the laws that apply to Customer’s business, including advertising, consumer protection, accessibility, professional licensing and privacy laws. Toolbox does not give legal advice and does not review Content for legal compliance.

Contact identity. Access to the Workspace is tied to the email address or addresses Customer nominates. There are no passwords. Customer must keep control of those email addresses and tell Toolbox promptly if one is lost or compromised. Toolbox may require proof of ownership of the business and the Custom Domain before restoring access.

People Customer lets in. Customer is responsible for everyone it gives Workspace access to, including any AI assistant, and for everything they do.

Customer’s own changes. Customer is solely responsible for any change it publishes to a Site, whether through the editor or through Assistant Access, and for the consequences of that change, including broken pages, removed content, changed forms, and any effect on search visibility. Toolbox’s rollback feature is available to Customer to reverse a change; Toolbox is not obliged to identify or fix problems Customer has introduced.

Privacy notice. Before the Site goes live on a Custom Domain, Customer will provide, or approve text for, a privacy notice on the Site that accurately describes what the Site’s forms collect and how Customer uses it. Toolbox will supply a plain template, which Customer is responsible for reviewing and adapting.

Restricted data. Customer will not use a Site to collect, and will not ask Toolbox to handle, protected health information, payment card numbers, government identification numbers, or other data that carries special legal obligations.

Customer owns and controls its Custom Domain and its DNS. Toolbox will never be the registrant of, or take control of, a Custom Domain.

To connect a Custom Domain, Customer (or its registrar or IT provider on Customer’s instruction) adds one DNS record that Toolbox specifies. Customer’s other DNS records, including mail records, are not changed by Toolbox.

Toolbox will not make a Custom Domain the Site’s main address until the DNS record is active and verified.

Customer is solely responsible for its domain registration, its DNS provider and any DNS records other than the one Toolbox specifies. A Site that cannot be reached because of a lapsed domain, a DNS change, a registrar problem or an incorrect record is not a Service failure.

Where the Site replaces an existing website, Toolbox will set up redirects from the old page addresses Customer supplies in writing before go-live. Toolbox is not responsible for addresses Customer does not supply, and does not promise that any existing ranking, traffic or listing will be preserved.

Roles. For visitor information and Leads, Customer is the controller and Toolbox is the processor, acting on Customer’s instructions under Schedule E. For Customer’s own account and billing information, Toolbox is the controller.

The lead pipeline. Toolbox designs the Platform so that Leads are not lost, as described in Schedule B: forms work with JavaScript disabled, submissions that fail a check are stored and flagged rather than discarded, and accepted Leads are queued for delivery with retries and duplicate protection. Toolbox will use reasonable efforts to deliver Leads promptly. Toolbox does not guarantee that any particular email will reach any particular inbox, because delivery depends on Customer’s mail provider, spam filtering and factors outside Toolbox’s control. Leads are also visible in the admin regardless of email delivery.

Customer’s part. Customer is responsible for the inbox it nominates, for checking the admin for held or flagged submissions, for reading and acting on Leads, and for responding to any visitor who exercises privacy rights over information collected through a Site. If Toolbox receives such a request, or a request from a regulator, it will pass it to Customer without undue delay unless the law prevents it.

Retention. Toolbox keeps Leads in the Platform for twelve months from receipt, and held or flagged submissions for ninety days. Customer can export Leads at any time.

Subprocessors. Toolbox uses the subprocessors listed in Schedule E. Toolbox will give Customer at least thirty days’ notice before adding one, and Customer may object on reasonable grounds.

Security incidents. Each party will notify the other without undue delay, and in any case within seventy-two hours, after becoming aware of unauthorised access to Leads, Site Data or Workspace credentials, and will give the other party the information it reasonably needs to meet its own legal obligations.

What Customer owns. Customer owns its Content, its Leads, its Custom Domain and the arrangement of information that makes up its Site Data. Nothing in this Agreement transfers any of these to Toolbox.

What Toolbox owns. Toolbox owns the Platform, including the renderer, the component library, the Themes, the visual editor, the admin application, the MCP server, the HTML, CSS and any other code the Platform generates when it renders a Site, and all improvements to any of these, whether or not suggested by Customer. Nothing in this Agreement transfers any of these to Customer.

Licence to Customer. For the term, Toolbox grants Customer a non-exclusive, non-transferable licence to use the Platform to manage and publish its Sites, and to have its Sites served to the public.

Licence to Toolbox. Customer grants Toolbox a non-exclusive, worldwide, royalty-free licence to host, store, copy, render, display, adapt for rendering, and transmit the Content and Site Data for the purpose of providing, securing, testing and improving the Services. This licence ends when the Services end, except as needed to hold data during the wind-down period in Section 8 and to keep backups until they cycle out.

Portfolio use. Toolbox may show a Customer’s live Site, business name and logo in its portfolio, website and sales materials as an example of its work. Customer may withdraw this permission at any time by email, and Toolbox will remove the material within fifteen business days. Toolbox will not describe the commercial terms of this Agreement.

Feedback. Toolbox may use any suggestions Customer makes about the Platform without owing Customer anything.

What Customer receives. Within ten business days after the Services end for any reason, or at any time during the term on request, Toolbox will provide Customer with an export consisting of:

• the Content: all text on each page of the Site, organised by page and section, in a standard readable format such as Markdown or plain text, and all images and other files Customer uploaded or Toolbox placed on the Site, in their original uploaded form;
• the Site Data: the structured description of each page, its sections, section settings, menus, palette and site details, in a machine-readable format such as JSON; and
• the Leads: every Lead held in the Platform at that time, including held and flagged submissions, in CSV format.

What Customer does not receive. The export is content and data, not software. It does not include the Platform, the Themes, the renderer, the component library, any templates, or the HTML, CSS or other code the Platform generated when rendering the Site. Customer will need another website tool or provider to turn the export into a live website, and Toolbox has no obligation to assist with that.

Domain release. When the Services end, Toolbox will remove the Custom Domain from the Platform within five business days of Customer’s request, or automatically at the end of the wind-down period, so that Customer can point it elsewhere. Customer keeps its domain and DNS throughout; nothing needs to be transferred back because nothing was transferred to Toolbox.

Wind-down. Unless the Services ended because of Customer’s uncured breach or unpaid fees, the Site stays live for thirty days after termination so Customer can move it. Customer may ask Toolbox to take the Site down sooner.

Deletion. Thirty days after the wind-down period ends, Toolbox will delete Customer’s Content, Site Data and Leads from the Platform, except copies in routine backups, which are deleted as those backups cycle out within ninety days, and records Toolbox must keep by law.

No fee. Toolbox does not charge for the export or the domain release. Toolbox may withhold the export while undisputed fees remain unpaid.

If Toolbox stops offering the Services. If Toolbox decides to discontinue the Platform, it will give Customer at least ninety days’ notice, keep the Site live for that period, provide the export under Section 8.1, refund any prepaid fees for the period after the shutdown date, and release the Custom Domain.

Schedule C sets the availability target for published Sites, support hours and response targets, and the credits Customer may claim if Toolbox misses the availability target.

Service credits are Customer’s sole and exclusive remedy for any failure of the Platform to be available or to perform, except that if Toolbox misses the availability target in three consecutive months, Customer may terminate the affected Site’s subscription on notice with no early termination fee.

Toolbox is not responsible for, and Schedule C does not apply to, any downtime, error, defect or delay caused in whole or part by: Customer’s DNS, domain registration or registrar; any change Customer or an AI assistant publishes; Content Customer supplied or approved; Customer’s mail provider; a third-party assistant or its provider; a browser, device or network on the visitor’s side; an outage or change at Toolbox’s infrastructure provider affecting many of its customers; or events outside Toolbox’s reasonable control.

What Customer pays. The Order Form sets any build fee and a subscription fee, billed monthly or annually as chosen there.

When. Any build fee is invoiced on the Effective Date. The subscription fee begins on approval under Section 3.2 and is invoiced in advance for each billing period. Invoices are due fourteen days after the invoice date.

How. Customer will keep a valid payment method on file or pay by the method stated on the Order Form.

Late payment. Toolbox may charge interest on overdue amounts at 1% per month or the highest rate the law allows, whichever is lower. If an invoice is more than thirty days overdue after written notice, Toolbox may suspend Assistant Access and editor access, and after a further fifteen days may take the Site offline until payment is received. Leads continue to be stored during suspension.

Taxes. Fees exclude sales, use and similar taxes. Customer pays those unless it gives Toolbox a valid exemption certificate. Toolbox pays taxes on its own income.

Price changes. Toolbox may change subscription fees only at renewal, with at least sixty days’ notice before the renewal date. Customer may decline the change by not renewing.

Quotas. Schedule B sets limits on pages and form submissions. If Customer regularly exceeds them, Toolbox will propose a plan change. Over-quota submissions are held, not discarded, and are released once the plan is adjusted.

Disputes. Customer must raise an invoice dispute in writing within thirty days of the invoice date, and pay the undisputed part on time.

Term. The Agreement starts on the Effective Date and continues while any Order Form is in force. Each Site’s subscription runs for twelve months from approval, and then renews automatically for successive twelve-month periods unless either party gives notice of non-renewal at least thirty days before the renewal date.

Termination for convenience by Customer. Customer may end a Site’s subscription at any time on thirty days’ notice. If it does so before the end of the initial term, the remaining subscription fees for that term become due.

Termination for breach. Either party may terminate the Agreement, or the affected Order Form, if the other party materially breaches it and does not cure the breach within thirty days of written notice. A breach of Schedule D that Toolbox reasonably considers serious may be treated as incurable.

Insolvency. Either party may terminate on notice if the other becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver appointed.

Suspension. Toolbox may suspend all or part of the Services, and will tell Customer as soon as it reasonably can, if: (a) required by law or a court order; (b) a Site or Workspace is being used in a way that threatens the security or integrity of the Platform or other customers; (c) Content on a Site plainly breaches Schedule D; or (d) fees are overdue under Section 10.4. Toolbox will lift the suspension as soon as the cause is resolved.

After termination. Section 8 applies. Fees already paid are not refunded, except as Section 8.7 or Schedule C provide. Sections 6, 7.1, 7.2, 7.6, 8, 12, 13, 14, 15 and 16 survive termination.

Toolbox’s warranties. Toolbox warrants only that it will perform the build with reasonable skill and care, that it will use reasonable efforts to keep the Platform performing materially as described in Schedule B, and that it will not knowingly introduce malicious code into a Site.

Customer’s warranties. Customer warrants that the confirmations in Sections 4.2 and 4.3 are true and will remain true.

No other warranties. Except for the express warranties in Section 12.1, the Services, the Platform and every Site are provided “as is” and “as available”, and Toolbox disclaims all other warranties, express, implied or statutory, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and uninterrupted or error-free operation.

No performance promises. Without limiting Section 12.3, Toolbox does not warrant, promise or guarantee, and Customer acknowledges that it is not relying on any statement that:

• a Site will appear in, or hold any position in, the results of any search engine, map service, directory or AI assistant, or that any search ranking, indexing, listing, traffic or visibility that Customer has or expects will be achieved, preserved, improved or not lost;
• a Site will produce any number of visits, Leads, calls, quotes, customers, sales or revenue, or any other business result;
• a Site will be free of errors, display identically in every browser or on every device, or be available without interruption;
• any speed, quality, accessibility or performance score (including any Lighthouse score) will be achieved or maintained, since those scores depend on third-party tools, Customer’s Content, and changes outside Toolbox’s control;
• any search engine, AI assistant or other third party will read, honour or act on a sitemap, robots.txt, structured data, llms.txt file or redirect;
• any AI assistant will be able to connect to, or will correctly operate, the Platform;
• any search engine, map service or directory will keep Customer’s reviews, listing or business profile through a change of business name, address or Custom Domain; or
• a Site or its Content complies with the laws that apply to Customer’s business.

Search engines and third parties. Customer acknowledges that search engines, AI assistants, browsers, mail providers and infrastructure providers change their systems, policies and algorithms without notice, and that Toolbox has no control over them. Any change in a Site’s visibility, ranking, traffic, deliverability or appearance that results from such changes is not a breach of this Agreement.

Reasonable efforts standard. Wherever this Agreement or a schedule describes a target, a design goal, a “reasonable efforts” obligation, or a feature such as the search basics or the quality check in Schedule B, that describes what Toolbox aims for and how the Platform is built. It is not a guarantee of any outcome, and failure to reach a target is not a breach unless this Agreement expressly says otherwise.

Remedy. If Toolbox breaches Section 12.1, Customer’s sole and exclusive remedy is for Toolbox to use reasonable efforts to correct the problem within a reasonable time, and if it cannot, for Customer to terminate the affected Site’s subscription and receive a refund of prepaid fees for the unused period.

By Customer. Customer will defend Toolbox against, and pay any damages, costs and reasonable legal fees arising from, any third-party claim that arises from Content Customer supplied or approved, from any change Customer or an AI assistant published to a Site, from Customer’s use of the Site in breach of law or Schedule D, or from Customer’s handling of Leads or visitor information.

By Toolbox. Toolbox will defend Customer against, and pay any damages, costs and reasonable legal fees arising from, any third-party claim that the Platform, as provided by Toolbox and used in accordance with this Agreement, infringes that third party’s United States intellectual property rights. Toolbox may, at its choice, modify the Platform to avoid the claim, obtain a licence, or if neither is reasonably possible, terminate the affected Site’s subscription and refund prepaid fees for the unused period. This indemnity does not cover claims arising from Content, from Customer’s changes, or from combining the Platform with things Toolbox did not supply.

Process. The indemnified party must give prompt notice of the claim, allow the indemnifying party to control the defence and settlement (but no settlement may impose obligations on the indemnified party without its consent), and give reasonable assistance at the indemnifying party’s expense.

Exclusions. To the fullest extent the law allows, neither party is liable to the other for lost profits, lost revenue, lost business, lost goodwill, lost opportunity, lost Leads, lost search ranking or traffic, lost data (other than as covered by Toolbox’s obligations in Sections 6 and 8), the cost of substitute services, or any indirect, consequential, special, exemplary or punitive damages, however arising and even if advised of the possibility.

Cap. To the fullest extent the law allows, each party’s total liability under or in connection with this Agreement, in any twelve-month period and on any legal theory, is limited to the fees paid or payable by Customer under the Agreement in the twelve months before the event giving rise to the claim.

Carve-outs. Sections 14.1 and 14.2 do not apply to a party’s indemnity obligations under Section 13, a breach of Section 15, a party’s fraud or wilful misconduct, Customer’s obligation to pay fees, or any liability that cannot be limited by law.

Basis of the bargain. Customer acknowledges that the fees reflect this allocation of risk and that Toolbox would not enter into this Agreement without it.

Each party will keep confidential any non-public business, technical or financial information the other party marks as confidential or that a reasonable person would understand to be confidential, will use it only for this Agreement, and will share it only with employees, contractors and advisers who need it and are bound to keep it confidential.

This does not apply to information that is or becomes public through no fault of the receiving party, was already known to it, was received from someone else without restriction, or was independently developed. Content published on a Site is not confidential.

A party may disclose confidential information if required by law, provided it gives the other party notice where lawful and cooperates in seeking protection.

These obligations last for the term and three years after.

Governing law. This Agreement is governed by the laws of the State of Colorado, without regard to its conflict of laws rules.

Disputes. The parties will try to resolve any dispute by discussion between senior representatives for at least thirty days after one gives the other written notice of it. If that fails, either party may bring the dispute in the state or federal courts located in Denver County, Colorado, and both parties submit to those courts. Either party may seek an injunction at any time to protect its intellectual property or confidential information. Each party waives any right to a jury trial.

Notices. Notices must be in writing and sent by email to the addresses on the Order Form. Email notices are effective when sent, unless a bounce is received.

Assignment. Neither party may assign this Agreement without the other’s written consent, not to be unreasonably withheld, except that Toolbox may assign it to a successor in a merger, acquisition or sale of substantially all of its assets, on notice to Customer.

Subcontracting. Toolbox may use subcontractors and infrastructure providers to deliver the Services and remains responsible for them.

Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including failures of infrastructure providers, internet backbone, DNS or certificate authorities, provided it tells the other promptly and does what it reasonably can to resume.

Independent parties. The parties are independent contractors. Nothing creates a partnership, agency or employment relationship.

Entire agreement. This Agreement, with its schedules and Order Forms, is the whole agreement between the parties on its subject and replaces all earlier discussions, proposals and representations. Statements on Toolbox’s website, in sales conversations or in marketing materials are descriptions of the product, not terms of this Agreement and not promises, except where Schedule B repeats them.

Changes. This Agreement may be changed only by a document signed by both parties, or by Toolbox giving at least sixty days’ notice of a change to a schedule that takes effect at Customer’s next renewal. Continued use of the Services is not by itself acceptance of a change to this document.

Waiver and severability. A failure to enforce a term is not a waiver of it. If a term is found unenforceable, it will be enforced to the maximum extent permitted and the rest of the Agreement stands.

Counterparts and signatures. This Agreement and any Order Form may be signed electronically and in counterparts.