Terms & Conditions

Effective Date: December 23, 2025
Last Updated: December 23, 2025

1. INTRODUCTION AND ACCEPTANCE

These Terms and Conditions ("Terms," "Agreement") constitute a legally binding agreement between Nodikam, LLC, doing business as Heartland Digital Studio ("Company," "we," "us," or "our"), a Michigan limited liability company with its principal place of business at 257 Gemstone Drive, Alma, Michigan 48801, and you ("Client," "you," or "your"), whether personally or on behalf of an entity, with respect to the provision of web design, development, and related digital services.

By accessing our website at heartlanddigitalstudio.com, scheduling a consultation, submitting a contact form, engaging our services, executing a Service Agreement, or making payment for services, you acknowledge that you have read, understood, and agree to be bound by these Terms, as well as our Privacy Policy, which is incorporated herein by reference.

If you do not agree with all of these Terms, you are expressly prohibited from using our services and must discontinue use immediately.

1.1 Supplemental Terms

Individual projects may be governed by additional terms outlined in:

• Service Agreements or Statements of Work ("SOW")

• Proposal documents

• Project-specific addenda

• Order forms

In the event of any conflict between these Terms and project-specific agreements, the project-specific terms shall prevail only with respect to that specific project.

1.2 Right to Modify Terms

We reserve the right to modify, amend, or update these Terms at any time at our sole discretion. Changes will become effective immediately upon posting to our website with an updated "Last Updated" date. Your continued use of our services following any such changes constitutes your acceptance of the new Terms. It is your responsibility to review these Terms periodically for updates.

For ongoing service relationships, we will make reasonable efforts to notify you of material changes via email to the address on file.

2. DEFINITIONS

For purposes of this Agreement:

"Client Content" means all materials, information, photography, text, graphics, logos, trademarks, data, and other content provided by Client to Company for use in the Services.

"Deliverables" means the final work product(s) to be delivered to Client as specified in the applicable Service Agreement or SOW, including but not limited to websites, landing pages, graphics, logos, branding materials, and related digital assets.

"GoHighLevel Platform" means the third-party software-as-a-service platform used by Company to build, host, and manage Client websites and related services, provided by HighLevel Inc.

"Services" means all web design, development, SEO, automation, AI integration, graphic design, branding, maintenance, and related services provided by Company.

"Third-Party Services" means any software, platforms, tools, APIs, or services not owned or controlled by Company that are integrated into or used in connection with the Services.

"Website" means the digital presence created by Company for Client, including but not limited to web pages, landing pages, funnels, mobile applications, and related digital properties.

3. SCOPE OF SERVICES

3.1 Service Offerings

Company provides a range of digital services including, but not limited to:

1. Custom Web Design and Development

   • Custom website design tailored to Client's brand

   • Responsive design optimized for desktop, tablet, and mobile devices

   • Development on the GoHighLevel platform

   • Website architecture, wireframing, and planning

   • User experience (UX) and user interface (UI) design

2. E-Commerce Development

   • Online store setup and configuration

   • Shopping cart integration

   • Payment gateway integration

   • Product catalog management systems

   • Inventory management features

3. Search Engine Optimization (SEO)

   • Keyword research and optimization

   • On-page SEO optimization

   • Technical SEO implementation

   • Content optimization

   • SEO strategy development

4. Lead Capture and Conversion Systems

   • Lead capture forms and landing pages

   • Interactive chatbot integration

   • CRM system setup and configuration

   • Customer relationship management workflows

   • Lead nurturing automation

5. AI and Automation Features

   • AI-driven chatbot development and deployment

   • Automated email marketing sequences

   • SMS automation workflows

   • CRM workflow automation

   • Appointment scheduling automation

6. Mobile App Integration

   • Mobile app access for website management

   • Real-time analytics access

   • Mobile content management

   • Lead response capabilities via mobile

7. Branding and Graphic Design

   • Logo design and development

   • Brand identity creation

   • Marketing materials design

   • Social media graphics

   • Print design services

8. Website Maintenance and Support

   • Regular content updates

   • Security monitoring and updates

   • Performance optimization

   • Technical support

   • Platform updates and upgrades

3.2 Service Process

The typical project workflow includes:

1. Consultation: Initial meeting to understand Client's goals, requirements, and target audience

2. Planning: Creation of sitemap, wireframes, and project timeline

3. Design: Development of design mockups and incorporation of Client feedback

4. Development: Website build using current technologies and the GoHighLevel platform

5. Testing: Comprehensive functionality and compatibility testing across devices and browsers

6. Launch: Website deployment and performance monitoring

7. Maintenance: Ongoing support and updates as outlined in applicable service agreement

3.3 Timeline Estimates

Project timelines vary based on complexity and scope:

• Basic websites: Typically 4-6 weeks

• Complex websites with custom features: Typically 8-12 weeks or longer

These timelines are estimates only and may be affected by:

• Timely provision of Client Content

• Prompt Client feedback and approvals

• Scope changes or additions

• Third-Party Service availability or issues

• Force majeure events

Specific timelines will be outlined in the applicable Service Agreement or SOW.

3.4 Platform-Specific Limitations

All websites are built on the GoHighLevel platform. Certain functionality limitations may exist based on platform capabilities. Company will advise Client of any such limitations during the planning phase.

4. CLIENT RESPONSIBILITIES AND OBLIGATIONS

4.1 Information and Materials

Client agrees to:

1. Provide timely, accurate, and complete information necessary for project completion

2. Supply all Client Content in a usable format and within agreed-upon timelines

3. Respond to requests for feedback, approvals, and decisions within agreed-upon timeframes

4. Designate a primary point of contact with authority to make decisions

5. Provide access to necessary third-party accounts, platforms, or services

6. Ensure all provided materials comply with applicable laws and do not infringe third-party rights

4.2 Delays Caused by Client

If Client fails to provide necessary information, materials, feedback, or approvals, Company reserves the right to:

• Suspend work until such items are provided

• Extend project timelines accordingly

• Charge additional fees for work performed beyond originally scheduled timelines

• Terminate the project in accordance with Section 11

Delays of more than thirty (30) days caused by Client may result in project cancellation and forfeiture of payments made.

4.3 Accuracy of Information

Client represents and warrants that all information provided to Company is accurate, complete, and current. Client is solely responsible for the accuracy of all Client Content and information provided for use in Services.

4.4 Legal Compliance

Client agrees to:

• Ensure all provided content complies with applicable federal, state, and local laws

• Obtain all necessary permissions, licenses, and rights for materials provided

• Not request or require Company to create content that violates any law or regulation

• Comply with all applicable laws in connection with use of the Website and Services

5. FEES, PAYMENT TERMS, AND REFUNDS

5.1 Pricing and Fees

Service fees are determined based on:

• Project scope and complexity

• Estimated time and resources required

• Third-party services or licensing costs

• Ongoing maintenance or subscription requirements

All fees will be outlined in a written proposal, Service Agreement, or SOW prior to project commencement.

5.2 Payment Terms

Unless otherwise specified in writing:

1. Project-Based Services:

   • Outlined deposit required upon execution of Service Agreement

   • First Monthly Payment due upon project completion and before final delivery

2. Ongoing/Subscription Services:

   • Monthly fees billed in advance on the first day of each billing cycle

   • Annual plans may require payment in full upfront or in accordance with agreed payment schedule

3. Additional Services:

   • Billed separately and due within fifteen (15) days of invoice date unless otherwise specified

5.3 Late Payment

Invoices not paid within fifteen (15) days of the due date will be considered past due. Company reserves the right to:

• Suspend all services until payment is received

• Charge interest on overdue amounts at the rate of 1.5% per month (18% annually) or the maximum rate permitted by law, whichever is less

• Engage collection services or pursue legal action to recover amounts owed

• Recover all costs of collection, including reasonable attorney's fees

5.4 Payment Methods

We accept payment via:

• Credit card (Visa, MasterCard, American Express, Discover)

• Debit card

• ACH/bank transfer

• Check (may require additional processing time)

• Other methods as agreed in writing

By providing payment information, Client authorizes Company to charge the provided payment method for all fees owed.

5.5 Taxes

All fees are exclusive of applicable federal, state, and local taxes, levies, or duties. Client is responsible for payment of all such taxes (excluding taxes on Company's income), and Client agrees to provide Company with valid tax documentation as required.

5.6 Refund Policy

No Refund Policy for Completed Work:

Due to the custom nature of our Services and the significant time, resources, and expertise invested in each project:

1. Deposits are non-refundable once work has commenced

2. No refunds will be provided for completed phases of work or delivered Deliverables

3. No refunds for subscription or maintenance services already rendered

4. No refunds for Client-caused delays or Client decision to cancel after work has begun

Limited Refund Circumstances:

Refunds may be considered only in the following limited circumstances:

• Company fails to commence work within thirty (30) days of deposit and agreed start date, and Client provides written notice requesting refund

• Mutual written agreement to terminate before any work is performed

• Services are materially defective and Company fails to remedy after reasonable opportunity to do so

Pre-Launch Cancellations:

If Client cancels a project before completion, Client remains responsible for payment for all work completed to date, calculated on a time-and-materials basis, with any excess deposit refunded only after deduction of completed work value.

5.7 Disputed Charges

Client must notify Company in writing within ten (10) days of invoice date of any disputed charges. Failure to dispute charges within this timeframe constitutes acceptance of such charges. Undisputed portions of invoices must be paid when due.

5.8 Price Changes

For ongoing services, Company reserves the right to modify pricing upon thirty (30) days' written notice. Continued use of Services after the effective date of price changes constitutes acceptance of new pricing.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 Company Pre-Existing IP

All intellectual property owned by or licensed to Company prior to the engagement, including but not limited to proprietary code, frameworks, templates, tools, methodologies, and techniques ("Company IP"), remains the sole and exclusive property of Company. No license or rights to Company IP are granted except as expressly necessary for Client's use of the final Deliverables.

6.2 Client Ownership of Final Deliverables

Upon full payment of all fees owed, Company grants to Client ownership of the final custom Deliverables specifically created for Client, including:

• Custom graphic designs created specifically for Client

• Custom website layouts and design elements unique to Client's project

• Client-specific written content created by Company

This ownership does not include:

• Underlying code, frameworks, or platform (GoHighLevel)

• Third-Party Services or components

• Company IP, templates, or reusable components

• Any work product for which full payment has not been received

6.3 Platform and Infrastructure

Client acknowledges and agrees that:

1. The Website is built on the GoHighLevel platform, which is owned and operated by HighLevel Inc., a third party

2. Client does not acquire ownership of the GoHighLevel platform, its infrastructure, or underlying code

3. Continued operation of the Website requires an active GoHighLevel subscription

4. Company retains rights to the technical implementation, integration methods, and configurations

5. Certain features and functionality are dependent on Third-Party Services

6.4 License to Company IP

Company grants Client a non-exclusive, non-transferable, revocable license to use Company IP only as incorporated into the final Deliverables and only for Client's internal business purposes. This license:

• Is contingent upon full payment of all fees

• Does not permit Client to resell, redistribute, or sublicense any Company IP

• Does not permit reverse engineering, decompiling, or attempts to extract source code

• Terminates immediately if Client breaches this Agreement

6.5 Client Content

Client retains all ownership rights to Client Content. By providing Client Content to Company, Client grants Company a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, adapt, and display Client Content solely for purposes of performing the Services and as necessary to operate and display the Website.

Client represents and warrants that:

• Client owns or has secured all necessary rights to all Client Content

• Client Content does not infringe upon any third-party intellectual property rights

• Client has authority to grant the license set forth herein

6.6 Third-Party Materials

If the project incorporates third-party materials, fonts, stock photography, plugins, or other assets:

• Client is responsible for obtaining necessary licenses

• Company may obtain licenses on Client's behalf at Client's expense

• Client must comply with all licensing terms and restrictions

• Company makes no warranties regarding third-party materials

6.7 Portfolio and Marketing Rights

Client grants Company a perpetual, worldwide, royalty-free license to:

• Display the Website and Deliverables in Company's portfolio

• Use Client's name and logo in client lists and marketing materials

• Create case studies describing the project (subject to prior approval for confidential information)

• Screenshot and demonstrate work performed for promotional purposes

Client may opt out of portfolio use by providing written notice within thirty (30) days of project completion.

6.8 Intellectual Property Indemnification

Client agrees to indemnify, defend, and hold harmless Company from any claims, damages, losses, or expenses (including reasonable attorney's fees) arising from:

• Client Content infringing third-party intellectual property rights

• Client's unauthorized use of Deliverables beyond the scope of this Agreement

• Client's use of Third-Party Services in violation of applicable terms

7. REVISIONS, CHANGES, AND SCOPE MODIFICATIONS

7.1 Included Revisions

Each project includes a specified number of revision rounds as outlined in the applicable Service Agreement or SOW. Typical revision allocations:

• Design phase: Two to three rounds of revisions

• Development phase: Two rounds of revisions

• Minor text edits and adjustments within reason

7.2 Revision Process

Revisions must be:

• Requested in writing via email

• Consolidated into a single comprehensive list per revision round

• Based on the most recently approved version

• Requested within agreed-upon timeframes

• Within the original project scope

7.3 Additional Revisions

Revisions beyond those included in the original scope, or revisions requested after approval of a project phase, may be subject to additional fees calculated at Company's then-current hourly rate or as otherwise agreed in writing.

7.4 Scope Changes

Changes to project scope, including:

• Additional pages or functionality

• Integration of additional Third-Party Services

• Significant design changes after approval

• New features or capabilities

Require a written Change Order specifying:

• Description of changes

• Impact on timeline

• Additional fees

• Revised delivery dates

Work on scope changes will not commence until Client approves the Change Order in writing and, if applicable, pays any required deposit.

7.5 Client Approval

Client approval of work product at any stage (design, development, etc.) constitutes acceptance of that work phase. Subsequent requests to revisit previously approved work may be treated as scope changes subject to additional fees.

8. WEBSITE HOSTING, MAINTENANCE, AND SUPPORT

8.1 Hosting

Websites developed by Company are hosted on the GoHighLevel platform. Hosting services are subject to:

• GoHighLevel's terms of service and acceptable use policies

• Availability and uptime commitments made by GoHighLevel

• Technical limitations of the GoHighLevel platform

Company does not provide or control the hosting infrastructure but may assist with hosting setup and management as part of the Services.

8.2 Subscription Requirements

Continued operation of the Website requires:

• An active GoHighLevel subscription in good standing

• Payment of applicable platform fees to GoHighLevel or through Company

• Compliance with GoHighLevel's terms of service

Failure to maintain an active subscription will result in website downtime and potential loss of data. Company is not responsible for disruptions caused by non-payment or cancellation of platform subscriptions.

8.3 Maintenance Services

If Client engages Company for ongoing maintenance services:

Included Services May Include:

• Content updates (limited hours per month as specified)

• Security monitoring and updates

• Performance optimization

• Platform version updates

• Technical support (limited hours per month as specified)

• Bug fixes and error resolution

Excluded Services:

• Major redesigns or redevelopment

• New page creation beyond agreed scope

• Integration of new Third-Party Services

• Services outside normal business hours (unless otherwise agreed)

• Issues caused by Client modifications or third-party interventions

8.4 Support Terms

Support services, if included:

• Are available during normal business hours (Monday-Friday, 9:00 AM - 5:00 PM EST)

• Response times vary based on issue severity (typically 24-48 business hours)

• Emergency support may be available for additional fees

• Are subject to monthly hour limitations as specified in service agreement

8.5 Website Backups

While GoHighLevel maintains platform-level backups, Company recommends and may implement additional backup solutions. Client acknowledges that:

• No backup system is infallible

• Company is not liable for data loss

• Client is responsible for maintaining separate backups of critical content

• Restoration of backups may incur additional fees

8.6 Service Level Expectations

Company makes commercially reasonable efforts to ensure Website availability and performance but does not guarantee:

• Uninterrupted access or operation

• Error-free operation

• Specific uptime percentages (dependent on GoHighLevel platform)

• Compatibility with all future browsers or devices

9. THIRD-PARTY SERVICES AND INTEGRATIONS

9.1 Third-Party Dependencies

Websites may integrate with various Third-Party Services including but not limited to:

• GoHighLevel platform (hosting, CRM, automation)

• Payment processors (Stripe, PayPal, etc.)

• Email service providers

• SMS service providers

• Analytics platforms (Google Analytics, etc.)

• Social media platforms

• API services

• Third-party widgets or plugins

9.2 Third-Party Terms

Use of Third-Party Services is subject to:

• The applicable third party's terms of service

• The third party's privacy policy

• The third party's acceptable use policy

• Any applicable licensing or subscription fees

Client is responsible for reviewing and complying with all third-party terms.

9.3 No Warranties for Third-Party Services

Company makes no representations or warranties regarding:

• Availability or reliability of Third-Party Services

• Features, functionality, or performance of Third-Party Services

• Compatibility between Third-Party Services

• Continued availability of any specific Third-Party Service

• Security or data protection practices of third parties

9.4 Third-Party Accounts

Client is responsible for:

• Creating and maintaining accounts with Third-Party Services as needed

• Paying all fees charged by third parties directly or reimbursing Company

• Providing necessary access credentials and permissions

• Maintaining security of third-party account credentials

• Compliance with third-party terms and policies

9.5 Changes to Third-Party Services

Third parties may modify, discontinue, or change pricing for their services at any time. If a Third-Party Service becomes unavailable or materially changes:

• Company will make commercially reasonable efforts to notify Client

• Company may propose alternative solutions

• Additional fees may apply for migration to alternative services

• Company is not liable for disruptions caused by third-party changes

9.6 Third-Party Data and Privacy

Company is not responsible for:

• How third parties collect, use, or store data

• Third-party data breaches or security incidents

• Third-party compliance with privacy laws

• Third-party data retention or deletion practices

Client should review the privacy policies of all Third-Party Services.

10. WARRANTIES AND DISCLAIMERS

10.1 Company Warranties

Company warrants that:

1. Services will be performed in a professional and workmanlike manner consistent with industry standards

2. Deliverables will substantially conform to specifications set forth in applicable Service Agreement or SOW

3. Company has the right and authority to enter into this Agreement and perform the Services

4. To Company's knowledge, Deliverables created solely by Company do not infringe third-party intellectual property rights

10.2 Warranty Period and Remedy

For a period of thirty (30) days following project completion and final delivery ("Warranty Period"):

• Company will remedy material defects in workmanship at no additional charge

• Client must provide written notice of defects during the Warranty Period

• Company will have reasonable opportunity to remedy defects

• This warranty does not cover issues caused by Client modifications, third-party interventions, or factors outside Company's control

THIS LIMITED WARRANTY IS CLIENT'S SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF WARRANTY.

10.3 Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10.1, COMPANY MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

WITHOUT LIMITING THE FOREGOING:

1. No Guarantee of Results: Company does not warrant or guarantee that the Website or Services will:

   • Achieve specific business results, traffic levels, search engine rankings, or lead generation targets

   • Result in increased sales, revenue, or profitability

   • Meet Client's unstated expectations or subjective preferences

   • Be compatible with all future technologies, browsers, or devices

2. Third-Party Services: Company makes no warranties regarding Third-Party Services as set forth in Section 9.3

3. No Error-Free Operation: Company does not warrant that the Website or Services will operate without interruption, be error-free, or be free from vulnerabilities

4. Platform Limitations: Company does not warrant that the GoHighLevel platform will continue to support all current features or remain available

5. Security: While Company implements reasonable security measures, no website can be guaranteed 100% secure. Company does not warrant absolute security.

10.4 Client Acknowledgments

Client acknowledges and agrees that:

1. Web design and development involve inherent uncertainties and limitations

2. Search engine algorithms and ranking factors change frequently and are beyond Company's control

3. Website performance depends on factors outside Company's control, including internet connectivity, user devices, and third-party services

4. Technology evolves rapidly and compatibility with future systems cannot be guaranteed

5. Company is not responsible for Client's business results or ROI

11. LIMITATION OF LIABILITY

11.1 Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR:

1. ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

2. ANY DAMAGES, LOSSES, OR INJURIES RESULTING FROM:

   • Client's use or inability to use the Website or Services

   • Any unauthorized access to or alteration of Client's data or Website

   • Third-Party Services or actions of third parties

   • Errors, mistakes, or inaccuracies in content

   • Personal injury or property damage resulting from access to or use of Services

   • Any interruption or cessation of Services

   • Any bugs, viruses, or harmful code that may be transmitted through the Website

   • Loss of data or information

11.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR FIVE HUNDRED DOLLARS ($500.00), WHICHEVER IS GREATER.

11.3 Exceptions

The limitations set forth in this Section 11 shall not apply to:

• Company's gross negligence or willful misconduct

• Company's indemnification obligations under Section 13

• Violations of applicable law where such limitations are not permitted

• Client's payment obligations

11.4 Essential Basis of Bargain

Client acknowledges and agrees that Company has set its prices and entered into this Agreement in reliance upon the limitations of liability and disclaimers of warranties set forth herein, and that the same form an essential basis of the bargain between the parties. The limitations and exclusions will apply even if any limited remedy fails of its essential purpose.

11.5 Allocation of Risk

The allocation of risk set forth in this Agreement is reflected in the pricing of the Services and is an essential element of the basis of the bargain between the parties.

12. TERMINATION

12.1 Termination by Client

Client may terminate this Agreement or any project:

Before Work Commences:

• Client may cancel at any time before work begins

• Deposit will be refunded minus any documented expenses already incurred

After Work Commences:

• Client may terminate upon written notice

• Client remains responsible for payment for all work completed to date

• No refund of deposit

• Final invoice for completed work due immediately

12.2 Termination by Company

Company may terminate this Agreement or suspend Services immediately upon written notice if:

1. Client fails to pay any invoice within thirty (30) days of due date

2. Client breaches any material term of this Agreement and fails to remedy within ten (10) days of written notice

3. Client engages in conduct that Company reasonably believes violates applicable law

4. Client provides false or misleading information

5. Company reasonably believes continued relationship would harm Company's reputation

6. Client becomes subject to bankruptcy, insolvency, or similar proceedings

12.3 Termination of Subscription Services

For ongoing subscription or maintenance services:

• Either party may terminate upon thirty (30) days' written notice

• Client remains responsible for payment through the end of the then-current billing period

• No refunds for partial months or unused services

• Upon termination, Client access to Company-managed services will cease

12.4 Effects of Termination

Upon termination:

1. Immediate Effects:

   • All Company obligations to perform Services cease immediately

   • Client's right to use any Company IP terminates (except as incorporated in fully-paid Deliverables)

   • All outstanding invoices become immediately due and payable

2. Deliverables:

   • Company may withhold delivery of any work product until full payment received

   • Company has no obligation to deliver incomplete or in-progress work

   • Client may request delivery of work-in-progress at Company's then-current hourly rate

3. Survival:

   • Sections 5 (Fees), 6 (Intellectual Property), 10 (Warranties), 11 (Limitation of Liability), 13 (Indemnification), 15 (Confidentiality), and 17 (General Provisions) survive termination

4. Website Access:

   • If Company manages GoHighLevel account, Client will need to establish independent account

   • Company will provide reasonable assistance with transition (may be subject to fees)

   • Client data will be available for download for thirty (30) days post-termination

12.5 No Termination for Convenience by Company

Except as set forth in Section 12.2, Company will not terminate an in-progress project except in cases of Client breach or other circumstances beyond Company's reasonable control.

13. INDEMNIFICATION

13.1 Client Indemnification

Client agrees to indemnify, defend, and hold harmless Company, its officers, directors, employees, contractors, agents, licensors, and suppliers from and against any and all claims, actions, proceedings, demands, damages, losses, costs, liabilities, and expenses (including reasonable attorney's fees and court costs) arising out of or relating to:

1. Client Content, including any claim that Client Content infringes or violates third-party intellectual property rights or violates applicable law

2. Client's use of the Website or Services in violation of this Agreement or applicable law

3. Client's breach of any representation, warranty, or obligation under this Agreement

4. Client's violation of any third-party rights, including privacy rights or intellectual property rights

5. Any claim arising from Client's business operations, products, or services

6. Client's negligence or willful misconduct

7. Any dispute between Client and Client's customers or third parties

13.2 Company Indemnification

Company agrees to indemnify, defend, and hold harmless Client from and against any third-party claims that the Deliverables created solely by Company (excluding Client Content and Third-Party Services) infringe that third party's intellectual property rights, provided that:

1. Client promptly notifies Company in writing of the claim

2. Company has sole control of the defense and settlement

3. Client reasonably cooperates with Company in the defense

4. The claim arises solely from Company's work product and not from:

   • Client Content

   • Third-Party Services

   • Client modifications to Deliverables

   • Use of Deliverables in combination with materials not provided by Company

In the event of such a claim, Company may, at its option:

• Modify the Deliverables to be non-infringing while maintaining substantially equivalent functionality

• Obtain a license for Client's continued use

• Terminate the applicable Services and refund fees paid for the infringing Deliverables

THIS SECTION 13.2 STATES COMPANY'S ENTIRE LIABILITY AND CLIENT'S EXCLUSIVE REMEDY FOR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS.

13.3 Indemnification Procedures

The indemnified party must:

1. Promptly notify the indemnifying party in writing of any claim

2. Allow the indemnifying party sole control of the defense and settlement (provided settlements do not impose obligations on or admit fault by the indemnified party without consent)

3. Reasonably cooperate in the defense at the indemnifying party's expense

13.4 Survival

All indemnification obligations survive termination of this Agreement.

14. DATA PROTECTION AND PRIVACY

14.1 Privacy Policy

Company's collection, use, and disclosure of personal information is governed by our Privacy Policy, available at heartlanddigitalstudio.com/legal. By using our Services, Client consents to such collection, use, and disclosure.

14.2 Client Data

"Client Data" means any data, information, or materials that Company accesses, processes, or stores in connection with providing Services, including but not limited to customer information, contact lists, analytics data, and business information.

Company will:

• Use Client Data only as necessary to perform Services

• Implement reasonable security measures to protect Client Data

• Not disclose Client Data except as required by law or as authorized by Client

• Return or delete Client Data upon termination (subject to legal retention requirements)

14.3 Client Responsibilities

Client is solely responsible for:

• Compliance with all privacy laws applicable to Client's collection and use of customer data

• Obtaining necessary consents from individuals whose data is collected through the Website

• Providing legally compliant privacy policies on the Website

• Determining appropriate data retention periods

• Responding to data subject requests (access, deletion, etc.)

14.4 Data Security

While Company implements commercially reasonable security measures, Client acknowledges that:

• No security system is impenetrable

• Company cannot guarantee absolute security

• Client uses the Services at Client's own risk

• Client should maintain independent backups of critical data

Company is not responsible for unauthorized access to Client Data resulting from:

• Client's failure to secure login credentials

• Client's use of insecure networks or devices

• Third-party security breaches

• Client employee or contractor actions

14.5 Data Breach Notification

In the event Company becomes aware of unauthorized access to Client Data maintained by Company, Company will notify Client within a reasonable timeframe and cooperate with reasonable requests for information about the incident.

14.6 Third-Party Data Processing

Client acknowledges that Third-Party Services may access or process Client Data, and such processing is subject to the third parties' privacy policies and terms of service.

14.7 Compliance with Laws

Each party is responsible for compliance with applicable data protection and privacy laws with respect to its own obligations. Neither party makes representations about the other party's compliance with such laws.

15. CONFIDENTIALITY

15.1 Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that is marked as confidential or would reasonably be considered confidential given the nature of the information or circumstances of disclosure, including but not limited to business plans, customer lists, financial information, technical information, and proprietary methodologies.

15.2 Obligations

The Receiving Party agrees to:

1. Hold Confidential Information in strict confidence

2. Not disclose Confidential Information to third parties without prior written consent

3. Use Confidential Information only for purposes of performing or receiving Services under this Agreement

4. Protect Confidential Information using at least the same degree of care used to protect its own confidential information, but no less than reasonable care

15.3 Exceptions

Confidential Information does not include information that:

1. Was publicly available at the time of disclosure or becomes publicly available through no breach of this Agreement

2. Was rightfully known to the Receiving Party prior to disclosure

3. Is independently developed by the Receiving Party without use of or reference to Confidential Information

4. Is rightfully received by the Receiving Party from a third party without breach of confidentiality obligations

15.4 Permitted Disclosures

The Receiving Party may disclose Confidential Information:

1. To employees, contractors, or agents who need to know for purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as these

2. As required by law, court order, or governmental authority, provided Receiving Party gives Disclosing Party prompt notice (if legally permitted) and reasonable assistance in opposing such disclosure

15.5 Return of Confidential Information

Upon termination or at Disclosing Party's request, Receiving Party will promptly return or destroy all Confidential Information and certify such destruction in writing (except for copies required to be retained by law or professional standards).

15.6 No License

Nothing in this Agreement grants any license or right to Confidential Information except as expressly set forth herein.

16. COMPLIANCE WITH LAWS

16.1 General Compliance

Each party agrees to comply with all applicable federal, state, and local laws, regulations, and ordinances in connection with this Agreement and the Services.

16.2 Specific Legal Requirements

Client represents and warrants that:

1. Business Operations: Client's business operations and use of the Website comply with all applicable laws, including but not limited to consumer protection laws, advertising laws, and industry-specific regulations

2. Required Licenses: Client holds all necessary business licenses, permits, and registrations required to operate Client's business and use the Services

3. Accessibility: Client is responsible for ensuring compliance with accessibility requirements, including the Americans with Disabilities Act (ADA), Web Content Accessibility Guidelines (WCAG), and similar laws. While Company may implement accessibility best practices, Client is solely responsible for legal compliance.

4. CAN-SPAM and TCPA Compliance: If Services include email marketing or SMS communications:

   • Client is responsible for obtaining proper consent from recipients

   • Client must comply with CAN-SPAM Act, Telephone Consumer Protection Act (TCPA), and similar regulations

   • Client must maintain proper opt-out mechanisms

   • Client must provide accurate sender identification

5. COPPA Compliance: If the Website is directed at children under 13 or knowingly collects information from children, Client is responsible for compliance with the Children's Online Privacy Protection Act (COPPA)

6. Industry-Specific Regulations: Client is responsible for compliance with all regulations specific to Client's industry, including but not limited to:

   • HIPAA (healthcare)

   • GLBA (financial services)

   • FTC regulations

   • State-specific regulations

16.3 Prohibited Uses

Client agrees not to use the Website or Services to:

1. Violate any applicable law or regulation

2. Infringe intellectual property rights of third parties

3. Transmit harmful, defamatory, obscene, or otherwise objectionable content

4. Engage in fraudulent, deceptive, or misleading practices

5. Distribute spam or unsolicited communications

6. Collect personal information without proper consent

7. Engage in any activity that could damage, disable, or impair Company's systems or networks

8. Attempt to gain unauthorized access to any systems or networks

16.4 Suspension for Illegal Activity

Company reserves the right to suspend or terminate Services immediately if Company reasonably believes Client is using Services for illegal purposes or in violation of this Section 16.

17. GENERAL PROVISIONS

17.1 Entire Agreement

This Agreement, together with any Service Agreements, SOWs, and our Privacy Policy, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.

17.2 Amendments

No amendment to this Agreement will be effective unless in writing and signed by authorized representatives of both parties. Company's failure to enforce any provision shall not constitute a waiver of such provision or any other provision.

17.3 Assignment

Client may not assign, transfer, or delegate any rights or obligations under this Agreement without Company's prior written consent. Company may assign this Agreement, in whole or in part, to any affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section is void.

17.4 Force Majeure

Neither party shall be liable for any failure or delay in performance under this Agreement (other than payment obligations) due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

17.5 Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to its conflict of law principles. Any legal action or proceeding arising under or relating to this Agreement shall be brought exclusively in the state or federal courts located in Gratiot County, Michigan, and the parties irrevocably consent to personal jurisdiction and venue therein.

17.6 Dispute Resolution

Informal Resolution: Before initiating any formal legal proceedings, the parties agree to first attempt to resolve any dispute through good faith negotiations. Either party may initiate negotiations by providing written notice of the dispute to the other party.

Mediation: If the dispute cannot be resolved through informal negotiations within thirty (30) days, the parties agree to attempt to resolve the dispute through mediation administered by a mutually agreed-upon mediator in Gratiot County, Michigan. The costs of mediation shall be shared equally.

Litigation: If mediation is unsuccessful, either party may pursue available legal remedies in accordance with Section 17.5.

17.7 Waiver of Jury Trial

TO THE EXTENT PERMITTED BY LAW, EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. IF THIS WAIVER OF JURY TRIAL IS DEEMED INVALID OR UNENFORCEABLE, THE REMAINDER OF THIS AGREEMENT SHALL REMAIN IN EFFECT.

17.8 Attorney's Fees

In any action to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorney's fees and costs from the other party.

17.9 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the intent of the parties. If such modification is not possible, the provision shall be severed, and the remaining provisions shall continue in full force and effect.

17.10 Waiver

No waiver of any term or condition of this Agreement shall be deemed or shall constitute a waiver of any other term or condition, nor shall any waiver constitute a continuing waiver. Company's failure to enforce any right or provision shall not constitute a waiver of such right or provision.

17.11 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, employment, or fiduciary relationship between the parties. Neither party has authority to bind the other or incur obligations on the other's behalf without prior written consent.

17.12 Notices

All notices required or permitted under this Agreement must be in writing and delivered via:

• Email to the email address on file (with confirmation of receipt)

• Certified mail, return receipt requested

• Nationally recognized overnight courier

Notices to Company: Nodikam, LLC dba Heartland Digital Studio 257 Gemstone Drive Alma, Michigan 48801 Email: [email protected]

Notices to Client shall be sent to the email address or mailing address provided by Client.

Notices are deemed received:

• If by email: Upon confirmation of receipt

• If by mail: Three (3) business days after mailing

• If by courier: Upon delivery

17.13 Headings

Section headings are for convenience only and shall not affect the interpretation of this Agreement.

17.14 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall have the same force and effect as original signatures.

17.15 Survival

Sections 5 (Fees), 6 (Intellectual Property), 10 (Warranties and Disclaimers), 11 (Limitation of Liability), 12.4 (Effects of Termination), 13 (Indemnification), 15 (Confidentiality), and 17 (General Provisions) shall survive any termination or expiration of this Agreement.

17.16 Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties and their permitted successors and assigns. Nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

17.17 Construction

This Agreement shall be construed as if drafted jointly by both parties, and no presumption or burden of proof shall arise favoring or disfavoring either party by virtue of authorship of any provision.

17.18 Language

This Agreement is written in English, which shall be the controlling language in all respects. Any translation of this Agreement is for convenience only and shall not affect the interpretation of this Agreement.

18. CONSENT TO COMMUNICATIONS

18.1 Electronic Communications

By engaging our Services or submitting information through our Website, you consent to receive communications from us electronically, including:

• Email communications

• Text messages (SMS/MMS)

• Communications through the mobile app

• Communications through the Website or client portal

You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

18.2 SMS/Text Message Consent

By providing your phone number and agreeing to these Terms, you expressly consent to receive text messages from Heartland Digital Studio, including:

• Appointment reminders and confirmations

• Project updates and notifications

• Marketing and promotional messages

• Service-related communications

You acknowledge that:

• Message and data rates may apply

• Message frequency varies

• You can opt out at any time by replying STOP to any text message

• Carriers are not liable for delayed or undelivered messages

• You will update your phone number if it changes

18.3 Email Communications

You consent to receive emails including:

• Transactional emails (invoices, receipts, project updates)

• Service announcements

• Marketing communications

• Newsletter and updates

You may unsubscribe from marketing emails by clicking the unsubscribe link in any email, but you cannot opt out of transactional or service-related emails while using our Services.

18.4 Communication Preferences

You may update your communication preferences at any time by:

• Contacting us at [email protected]

• Using unsubscribe links in emails

• Replying STOP to text messages

• Adjusting settings in your account (if applicable)

19. CONTACT INFORMATION

For questions, concerns, or notices regarding these Terms or our Services, please contact:

Nodikam, LLC dba Heartland Digital Studio

Mailing Address: Available Upon Email Request

Phone: (989) 331-0707

Email: [email protected]

Website: https://heartlanddigitalstudio.com

Business Hours: Monday - Friday: 9:00 AM - 5:00 PM EST

20. ACKNOWLEDGMENT AND ACCEPTANCE

BY ACCESSING OUR WEBSITE, SUBMITTING A CONTACT FORM, SCHEDULING A CONSULTATION, EXECUTING A SERVICE AGREEMENT, MAKING PAYMENT, OR OTHERWISE ENGAGING OUR SERVICES, YOU ACKNOWLEDGE THAT:

1. You have read and understood these Terms and Conditions in their entirety

2. You agree to be bound by these Terms

3. You have the authority to enter into this Agreement on behalf of yourself or your organization

4. You understand and accept the limitations of liability, disclaimers of warranties, and other provisions contained herein

5. You consent to electronic communications as outlined in Section 18

If you do not agree with these Terms, you must not use our Services.

Last Updated: December 23, 2025

Effective Date: December 23, 2025

Version: 1.0

Document Control: This document supersedes all previous versions of Terms and Conditions for Heartland Digital Studio. Company reserves the right to update these Terms at any time. Continued use of Services after updates constitutes acceptance of modified Terms.

© 2025 Nodikam, LLC dba Heartland Digital Studio. All rights reserved.