Evolution Web & Marketing Inc.

Last updated: July 24, 2026 | General terms governing Evolution client engagements

This Client Services Agreement ("Agreement") governs services provided by Evolution Web & Marketing Inc. ("Evolution," "we," "us," or "our") to the client identified in an applicable proposal, statement of work, invoice, onboarding form, or other written authorization ("Client," "you," or "your"). Evolution and Client are each a "Party" and together the "Parties."

1. Agreement, Acceptance, and Order of Precedence

Client accepts this Agreement by signing or electronically accepting a proposal or statement of work, submitting an onboarding form that incorporates this Agreement, authorizing Evolution to begin or continue work, paying an invoice, or otherwise accepting services after receiving notice of this Agreement.

The engagement may include this Agreement, one or more proposals or statements of work (each, an "SOW"), written change orders, an applicable Data Processing Addendum ("DPA"), and written platform or project-specific terms. Together they form the "Contract Documents." If there is a conflict: (a) a DPA controls only for covered processing of personal information; (b) an SOW controls scope, deliverables, fees, and timing, and overrides this Agreement only when it expressly identifies the provision being changed; and (c) this Agreement otherwise controls.

Client represents that it obtains the Services for business or commercial purposes and that the person accepting the Contract Documents has authority to bind Client.

2. Services and Scope

Evolution provides professional website, marketing, advertising, creative, strategy, consulting, and related services (the "Services") as described in the applicable SOW. Services may include:

• Website design, development, migration, maintenance, content, and e-commerce support;
• Search engine optimization, listings management, analytics, and conversion tracking;
• Paid search, shopping, display, video, programmatic, social-media, and other digital advertising;
• Email, drip, text-message, audience, and customer-relationship marketing support where agreed;
• Traditional media, including television, streaming, radio, outdoor, print, and direct mail;
• Branding, graphic design, photography, video, content writing, and press releases;
• Strategy, consulting, campaign management, reporting, automation, structured data, and AI-assisted services; and
• Other services specifically described in an SOW.

Evolution does not provide legal, tax, accounting, medical, regulatory, accessibility-certification, privacy-compliance, merchant-processing, or web-hosting services unless a signed SOW expressly states otherwise. Websites may be hosted through third-party platforms, including CMS Max, under separate terms and subscriptions.

3. Scope Control, Change Orders, and Out-of-Scope Work

Services are limited to the applicable SOW. Additional pages, revisions, concepts, integrations, migrations, data entry, content, meetings, emergency work, platform changes, troubleshooting, training, compliance work, or other requests outside scope may require a written change order, separate quote, revised timeline, or billing at Evolution's then-current rates.

Evolution may rely on approvals and instructions provided by Client's owners, officers, employees, agents, or designated contacts. Evolution is not responsible for resolving internal Client disagreements. If conflicting instructions are received, Evolution may pause work until Client identifies an authorized decision-maker.

4. Client Responsibilities

Client will:

• Provide complete, accurate, current, and lawful information, content, data, access, credentials, specifications, and decisions reasonably needed for the Services;
• Designate authorized contacts and respond promptly to requests for content, approvals, platform verification, billing, and other project needs;
• Review deliverables, websites, advertisements, claims, policies, forms, consent language, targeting, budgets, and tracking configurations before approval or launch;
• Maintain appropriate backups, records, licenses, account access, multifactor authentication, and security for systems and credentials under Client's control;
• Pay third-party fees, subscriptions, media costs, domain renewals, platform charges, taxes, and other expenses assigned to Client in the SOW;
• Ensure Client's business, products, services, content, claims, offers, data practices, and instructions comply with applicable laws and platform rules; and
• Treat Evolution personnel professionally and refrain from harassment, threats, discrimination, abusive conduct, or repeated unreasonable demands.

Client remains responsible for its business decisions, operations, legal compliance, products, services, customer relationships, and use of deliverables. Evolution may rely on Client's representations and approvals without independent legal or factual investigation.

5. Timelines, Dependencies, and Client-Caused Delays

Project dates are estimates unless an SOW expressly identifies a guaranteed deadline. Timelines depend on timely Client decisions, content, access, approvals, payments, third-party performance, platform review, and other dependencies. A delay or change by Client or a third party may extend the schedule and may increase fees without liability to Evolution.

If a project is inactive for more than 45 days because Client has not supplied required information, approval, access, or payment, Evolution may close or archive the project, reassign resources, and require a restart fee, updated scope, or revised pricing before resuming. Evolution is not required to preserve an inactive project environment indefinitely.

6. Review, Approval, and Acceptance

Client is responsible for reviewing work carefully. Client must identify material errors or nonconformities within five business days after delivery or another review period stated in the SOW. If Client approves the work, directs publication or launch, uses the work, or does not provide a reasonably detailed objection within the review period, the work is accepted.

Written or electronic approvals, including email, project-management messages, form submissions, and recorded meeting decisions, are binding. After acceptance or launch, corrections, revisions, reversals, or changes may be out of scope. Client is responsible for errors it approved or failed to identify when a reasonable review would have disclosed them.

7. Fees, Expenses, and Payment

• Invoices are generally issued electronically on the first day of each month unless the SOW states otherwise.
• Payment is due within 45 days of the invoice date unless the invoice or SOW states a shorter period.
• Past-due balances may incur a late charge equal to the lesser of 1.5% per month or the maximum permitted by law.
• Where permitted by law and card-network rules, credit-card payments may be subject to a disclosed surcharge of up to 3%, not exceeding Evolution's cost of acceptance or the maximum permitted by law. No surcharge will be imposed where prohibited.
• Fees paid or incurred are non-refundable except where a signed SOW expressly states otherwise.
• Client is responsible for approved travel, production, shipping, media, licensing, stock assets, talent, platform, printing, postage, and other pass-through expenses.
• Client is responsible for taxes arising from the Services, excluding taxes on Evolution's net income.

A billing dispute must be submitted in writing within 15 days after the invoice date and must identify the specific amount and basis. Client must timely pay all undisputed amounts. A dispute does not permit Client to withhold unrelated fees or third-party costs.

8. Nonpayment, Suspension, and CMS Max Platform Authority

If an account is more than 60 days past due, or if Evolution reasonably believes continued work creates material financial, legal, security, or reputational risk, Evolution may suspend Services, withhold deliverables or access, pause advertising, disable Evolution-controlled features, and decline new requests until the issue is resolved.

For websites or services hosted through CMS Max, Client acknowledges that CMS Max is the hosting or platform provider and may have a separate subscription with Client. To the extent permitted by Evolution's platform relationship and applicable law, Client authorizes Evolution to request temporary suspension of a Client website or service hosted through CMS Max and to coordinate with CMS Max when Client is materially past due. Suspension is a contractual remedy and does not cancel amounts owed.

Evolution is not liable for losses caused by a suspension permitted under the Contract Documents. Reinstatement may require payment in full, a deposit, updated payment terms, platform fees, and a reactivation or restart fee.

9. Website Development and Technology Services

Unless an SOW states otherwise:

• Evolution builds websites using CMS Max or another identified third-party content-management or hosting platform. Client must establish and maintain required platform subscriptions and accept the provider's terms.
• Evolution does not provide raw server access, hosting infrastructure, source-code repositories, or administrative access to Evolution's internal systems.
• Compatibility is targeted to reasonably current versions of major browsers and common devices. Evolution does not guarantee identical display or operation on every device, browser, assistive technology, legacy system, or future software version.
• Third-party themes, plugins, applications, fonts, stock assets, feeds, APIs, payment tools, maps, embeds, and integrations remain subject to third-party terms, pricing, availability, security, and technical limitations.
• Client is responsible for domain ownership, renewals, registrant information, DNS approvals, email services, and credentials unless an SOW assigns a specific task to Evolution.
• Content migration is limited to the content and formats stated in the SOW. Evolution is not responsible for missing, corrupted, inaccessible, or incompatible legacy data unless caused by Evolution's failure to follow the agreed migration procedure.
• Client is responsible for final content, product information, pricing, inventory, shipping, tax settings, refund rules, payment-provider settings, and transaction testing.
• Unless maintenance is included, Client is responsible after launch for updates, backups, content changes, user administration, monitoring, security, accessibility, privacy, and third-party renewals.

10. Website Maintenance, Security, and Post-Launch Changes

No website, software, or security control is guaranteed to be error-free or immune from attacks. Evolution will perform only the maintenance, monitoring, backups, security, recovery, or support expressly included in the SOW. Client must use strong unique credentials, multifactor authentication where available, appropriate access controls, and prompt offboarding of former personnel.

Evolution is not responsible for defects, accessibility barriers, tracking changes, security issues, outages, data loss, or compliance problems caused by Client, another vendor, a platform update, a third-party integration, unauthorized access, malware, compromised credentials, or changes made after Evolution's approval or launch. Any remediation may be separately billable.

11. Marketing Services and No Performance Guarantees

Marketing performance is inherently uncertain and depends on market conditions, competition, budgets, offers, pricing, reputation, website experience, sales follow-up, inventory, seasonality, algorithms, platform decisions, and factors outside Evolution's control. Evolution does not guarantee:

• Sales, revenue, leads, appointments, conversions, cost per acquisition, return on investment, or profitability;
• Search rankings, traffic, indexing, local visibility, map placement, featured snippets, or AI-driven discovery;
• Advertising approval, placement, impressions, clicks, conversions, audience size, cost, or uninterrupted delivery;
• Media availability, publication dates, press coverage, influencer response, or public reaction; or
• Any specific result from strategy, content, branding, automation, optimization, or creative work.

Services are provided on a professional, commercially reasonable, best-efforts basis. Forecasts, benchmarks, budgets, and estimates are planning tools, not promises.

12. Paid Media, Budgets, and Platform Billing

Client authorizes Evolution to manage campaigns and budgets within the parameters approved in writing or established by the SOW. Client is responsible for all media spend, platform charges, taxes, and billing activity associated with Client campaigns, including amounts charged directly by a platform. Platforms may adjust delivery, exceed daily budgets while seeking to remain within longer-period limits, apply credits, reject ads, or change billing practices.

Evolution will use reasonable efforts to follow approved budgets but is not responsible for platform billing errors, unauthorized third-party charges, currency changes, taxes, overdelivery permitted by platform rules, or charges caused by Client changes. Client must promptly review platform and card statements and notify Evolution of suspected issues.

13. Platform Accounts, Access, Data, and Ownership

Client retains all right, title, and interest in content, customer records, lead information, audience lists, form submissions, and other data supplied by or collected specifically on behalf of Client ("Client Data"). Evolution does not acquire ownership of Client Data and may use it only to provide the Services, protect systems, comply with law, or as otherwise authorized in writing.

Evolution retains all right, title, and interest in its pre-existing and reusable tools, templates, methods, processes, campaign structures, configurations, naming conventions, scripts, software, reporting formats, account hierarchies, know-how, and improvements ("Evolution Materials"). Evolution may use aggregated or deidentified information that does not identify Client or an individual to improve services, develop benchmarks, and support internal business purposes.

Ownership, access, administration, and transferability of advertising accounts, analytics properties, business profiles, domains, websites, platform configurations, audiences, and related assets are determined by the SOW, the account in which the asset was created, payment status, technical feasibility, and platform rules. Unless agreed in writing:

• Accounts or assets created within Evolution's proprietary manager, master, agency, or billing structure remain under Evolution's administration and are not automatically transferable;
• Direct portal access is not required and may be withheld where it would expose other clients, proprietary structures, billing relationships, security information, or Evolution Materials;
• Client will receive reporting or performance summaries appropriate to the Services;
• Evolution may, in its discretion and where technically permitted, assist with transition to a standalone Client account after full payment and payment of transition fees; and
• A third-party platform may control whether an account, audience, history, configuration, or asset can be transferred.

14. Intellectual Property and Portfolio Rights

Client retains ownership of materials Client supplies and grants Evolution a worldwide, nonexclusive license to use, reproduce, modify, distribute, display, transmit, and create derivative works from those materials as necessary to perform the Services.

After full payment, Client receives the ownership or license in final deliverables expressly stated in the SOW. Unless the SOW states that a deliverable is assigned to Client, Evolution grants Client a perpetual, nonexclusive, nontransferable license to use the final deliverable for Client's own business. Drafts, rejected concepts, working files, source files, production methods, Evolution Materials, and third-party materials are excluded. Third-party assets remain subject to their licenses.

Unless Client gives written notice before public launch or a confidentiality obligation prohibits it, Evolution may identify Client by name and logo and display publicly released, non-confidential work in Evolution's portfolio, proposals, awards, social media, and marketing. Evolution will not disclose non-public Client Data or confidential business information for this purpose.

15. Client Websites, Marketing Materials, and Legal Compliance

As between Client and Evolution, Client is responsible for the legality, accuracy, completeness, substantiation, and ownership of Client's products, services, offers, pricing, promotions, marketing claims, website content, customer information, audience lists, and other materials supplied, approved, or authorized by Client.

Client represents and warrants that it possesses all rights, licenses, releases, permissions, notices, and consents necessary for Evolution to use Client-provided materials and information. Client is responsible for determining and satisfying requirements applicable to its business, including advertising and consumer-protection laws, intellectual-property rights, professional and industry rules, promotions, endorsements, privacy, cookies, data protection, accessibility, email, text messaging, telemarketing, age restrictions, shipping, tax, and regulated products or services.

Evolution is not a law firm and does not provide legal, regulatory, accessibility, or privacy advice. Client must obtain qualified advice and approve websites, landing pages, advertisements, claims, disclosures, forms, consent language, tracking technologies, audiences, and campaigns before publication or launch. Unless expressly included in an SOW, Evolution is not responsible for legal drafting, compliance audits, ongoing monitoring, consumer-request administration, or regulatory filings.

16. Website Accessibility and ADA Responsibility

Website accessibility obligations may vary based on Client's business, users, content, contracts, location, and applicable law. Unless expressly included in an SOW, Evolution is not retained to conduct an accessibility audit, certify legal compliance, provide complete remediation, or perform ongoing accessibility testing or monitoring.

Evolution may use generally accepted design and development practices, but does not represent, warrant, or guarantee that a website, text, image, document, video, form, software component, plugin, application, or integration complies with the Americans with Disabilities Act, the Web Content Accessibility Guidelines, Section 508, or another accessibility requirement. An automated scanner, plugin, widget, overlay, checklist, or "clean" report is not a legal certification or guarantee.

Client is responsible for determining its obligations; obtaining legal and accessibility advice; providing accessible source content, captions, transcripts, documents, and alternatives; reviewing and approving the website; arranging appropriate manual and automated testing; responding to complaints or accommodation requests; and maintaining accessibility after launch. This includes issues caused by Client edits, uploads, new content, platform changes, third-party tools, or later modifications.

To the fullest extent permitted by law and subject to this Agreement, Evolution is not liable for accessibility-related complaints, demand letters, investigations, settlements, penalties, damages, attorneys' fees, or lawsuits arising from Client materials, Client instructions or changes, Client business practices, third-party tools, or Client's failure to obtain appropriate review. Separately purchased accessibility work does not create a guarantee unless a signed SOW expressly states the standard, testing method, acceptance criteria, and remedy.

17. Privacy, Cookies, Tracking, and Client Data Responsibilities

As between Client and Evolution, Client determines the business purposes for which Client Data is collected and used and is responsible for the lawfulness of Client's data practices, required notices, consents, lawful bases, retention, security, consumer-rights procedures, and instructions. Depending on the Services and applicable law, Evolution may act as a service provider or processor when processing Client Data solely to perform the Services under documented instructions. The Parties' legal roles are determined by their actual activities and applicable law.

Unless expressly included in an SOW, Evolution is not retained to draft, review, approve, update, or monitor Client's privacy policy, terms of use, terms of service, cookie policy, consent notice, disclaimer, data-processing agreement, or other legal document. Templates or administrative assistance are general information only and must be reviewed by Client's qualified counsel.

Client is responsible for providing final approved legal notices before launch; maintaining an accurate inventory of personal information, cookies, tags, pixels, scripts, forms, vendors, purposes, and recipients; obtaining required consent; responding to access, deletion, correction, restriction, portability, unsubscribe, STOP, and opt-out requests; establishing retention and security practices; and complying with applicable privacy, cookie, advertising, consumer-protection, and data-protection laws.

Where technically feasible and in scope, Evolution may deploy approved analytics, advertising, and measurement tags through a Google Tag Manager container designated for the website. Google Tag Manager manages code; it is not a privacy policy, compliance service, consent-management platform, or storage location for all personal information. Client must approve consent settings, tag classifications, firing instructions, and any new data-collection technology. Client is responsible for technologies operating outside the designated container and for post-launch changes.

Evolution does not guarantee that every cookie, tag, tracking technology, form, integration, or data flow will be identified, classified, blocked, disclosed, or configured in compliance with law. Ongoing cookie scanning, consent management, policy updates, and privacy monitoring are outside scope unless stated in an SOW.

18. Email, Text Messaging, Audience Lists, and Consumer Requests

Client represents and warrants that all email addresses, telephone numbers, customer records, prospect lists, audience files, and other personal information provided or made available to Evolution were lawfully collected and may lawfully be used and disclosed for the requested Services; that required notices and consents were obtained; and that the information is accurate and current.

Client must not provide purchased, scraped, harvested, or unlawfully obtained lists, or sensitive personal information, unless Evolution expressly agrees in writing after appropriate review. Client is responsible for sender identification, required disclosures, consent records, do-not-call restrictions, quiet hours, opt-out mechanisms, suppression lists, and honoring unsubscribe, STOP, deletion, correction, and other applicable requests. Client must ensure that opted-out individuals are not improperly re-added to future lists.

Evolution may refuse, pause, or terminate a campaign that it reasonably believes lacks adequate consent, violates platform rules, presents unusual complaint risk, or could expose Evolution to legal, security, or reputational harm. Evolution may retain or process minimal suppression information when necessary to honor an opt-out or legal requirement.

19. Data Processing and Security

If Evolution processes personal information on Client's behalf and a DPA is required, the Parties will apply Evolution's DPA or another mutually accepted written addendum. Client will not provide restricted or sensitive data beyond the agreed scope. Each Party will maintain reasonable safeguards appropriate to information under its control and will notify the other Party of a confirmed security incident affecting covered Client Data as required by the applicable DPA or law.

Evolution may use service providers and subprocessors to perform the Services. Client authorizes the use of providers reasonably necessary for the engagement, subject to applicable contractual and legal restrictions. No security program eliminates all risk, and Evolution does not guarantee that a platform or transmission will be immune from unauthorized access.

20. Third-Party Platforms and Limitation of Control

Evolution does not control third-party platforms, including CMS Max, Google, Meta, Microsoft, social networks, search engines, analytics providers, banks, processors, media companies, hosting providers, application stores, domain registrars, or software vendors. Evolution is not responsible for their outages, bugs, data loss, security incidents, policy changes, pricing, billing, suspensions, account reviews, enforcement actions, rejected content, algorithm changes, feature removals, or termination of service.

Client authorizes Evolution to accept operational platform terms and make routine campaign or configuration decisions reasonably necessary to perform the Services, but Client remains bound by the platform's terms. Evolution may recommend alternatives but does not guarantee restoration, approval, appeal success, data recovery, or continuity when a third party acts.

21. AI-Assisted Services

Evolution may use artificial-intelligence-assisted tools for research, brainstorming, drafting, editing, coding, optimization, analysis, automation, or production support. AI outputs may contain errors, bias, incomplete information, similarities to third-party material, or other limitations. Evolution will apply human review appropriate to the scope, but Client remains responsible for final review and approval.

Client must not direct Evolution to submit confidential, regulated, sensitive, or restricted personal information to a public or unapproved AI tool. Evolution will not knowingly use restricted Client Data to train a public general-purpose model unless Client authorizes the use in writing and appropriate safeguards are in place.

22. Regulated and High-Risk Industries

Additional risk applies to regulated, restricted, or high-risk industries and products, including CBD, hemp, cannabis-related products, peptides, research compounds, pharmaceuticals, medical products, firearms, ammunition, vape, nicotine, alcohol, supplements, financial services, healthcare, gambling, adult products, and age-restricted goods. Client acknowledges that laws and platform rules vary and change frequently; approval, rankings, ad access, processing, distribution, or continued service are not guaranteed; and Client is solely responsible for specialized legal and regulatory compliance.

Evolution may require legal opinions, licenses, substantiation, disclosures, certifications, age controls, or additional terms and may refuse or terminate work based on legal, platform, banking, insurance, safety, or reputational risk.

23. Claims, Substantiation, Endorsements, and Advertising Compliance

Client represents that all product statements, performance claims, comparisons, testimonials, endorsements, reviews, pricing, promotions, before-and-after materials, health or safety statements, and other advertising claims are truthful, non-misleading, properly substantiated, and authorized. Client is responsible for required disclosures and for compliance with Federal Trade Commission rules, state consumer-protection laws, industry requirements, and platform policies.

Evolution may request substantiation or modify or refuse content that appears unsupported or risky, but Evolution has no duty to independently verify every claim. Evolution's review does not transfer Client's legal responsibility.

24. Age-Restricted Products and Services

Client is responsible for determining and implementing legally sufficient age gates, identity verification, marketing restrictions, shipping controls, geographic restrictions, warnings, and recordkeeping for age-restricted products or services. A website checkbox or pop-up alone may not satisfy Client's obligations.

25. Merchant Processing, Fraud, and Illegal Activity

Evolution does not provide merchant acquiring or payment-processing services and is not an independent sales organization unless a signed SOW expressly states otherwise. Client is responsible for selecting and contracting with payment providers, underwriting disclosures, chargebacks, refunds, fraud monitoring, transaction legality, and card-network compliance.

Evolution is not responsible for transaction laundering, fronting, processing unrelated third-party payments, prohibited products, fraudulent orders, stolen payment credentials, bank or processor holds, reserves, termination, fines, chargebacks, or network violations. Client must not use a website, campaign, account, or integration to conceal the true nature of a transaction or business.

26. Prohibited Conduct and Immediate Termination

Evolution may immediately suspend or terminate Services, without refund and without completing a notice period, if Client engages in or requests illegal, deceptive, fraudulent, infringing, abusive, dangerous, discriminatory, prohibited, or materially misleading conduct; fails required underwriting or verification; creates material security or reputational risk; or materially violates a platform rule or Contract Document. Outstanding balances and accrued obligations remain due.

27. Confidentiality

Each Party will protect the other Party's non-public business, technical, financial, security, and customer information ("Confidential Information") using reasonable care and will use it only to perform or receive the Services, exercise rights, or comply with law. Confidential Information does not include information that is or becomes public without breach, was lawfully known without restriction, is received lawfully from a third party, or is independently developed without use of the other Party's information.

A Party may disclose Confidential Information to personnel, contractors, advisors, and providers with a need to know and appropriate confidentiality obligations, or when legally required after reasonable notice where permitted. These obligations survive termination. The Parties may seek injunctive relief for unauthorized use or disclosure.

28. Term and Cancellation

The Agreement begins upon acceptance and continues while any SOW or unpaid obligation remains active. Unless an SOW states a fixed term or different notice period, recurring Services are month-to-month and Client may cancel with 30 days' written notice. Fees, media commitments, third-party costs, and Services continue during the notice period. Cancellation does not create a refund or eliminate charges incurred before the effective date.

Project-based Services may be canceled only as stated in the SOW. If no cancellation schedule is stated, Client is responsible for work performed, reserved capacity, non-cancelable commitments, and reasonable wind-down costs through the cancellation date.

29. Effect of Termination and Transition

Upon termination, Evolution may stop work, remove access to Evolution-controlled systems, cancel future placements, and invoice all amounts due. Client must promptly retrieve deliverables and data made available under the Contract Documents. Evolution may delete project files and Client Data after a reasonable retention period, subject to law, backup cycles, suppression obligations, and the DPA.

Transition assistance, account separation, exports, credential changes, documentation, training, data cleanup, or transfer work is out of scope unless stated in the SOW and may require full payment in advance. Evolution does not guarantee that a third-party platform will permit transfer or preserve history, audiences, configurations, or performance.

30. Indemnification

Client will defend, indemnify, and hold harmless Evolution and its officers, directors, employees, contractors, and agents from third-party claims, investigations, proceedings, fines, penalties, damages, settlements, judgments, chargebacks, losses, costs, and reasonable attorneys' fees arising from or relating to:

• Client content, data, products, services, claims, offers, instructions, approvals, business practices, or legal violations;
• Alleged infringement, defamation, privacy violation, publicity-right violation, or unlawful use arising from materials or information supplied, selected, or approved by Client;
• Client's privacy notices, consent practices, cookies, tracking, customer lists, communications, consumer requests, or failure to obtain required permission;
• Accessibility claims arising from Client content, instructions, post-launch changes, third-party tools, or Client's failure to obtain appropriate review;
• Regulated, prohibited, age-restricted, fraudulent, or payment-related activity associated with Client;
• Client's breach of a Contract Document or platform term; or
• Acts or omissions of Client, Client personnel, or Client-selected vendors.

The indemnity does not apply to the extent a final judgment determines the claim was caused by Evolution's gross negligence, willful misconduct, or material breach of this Agreement. Evolution will provide reasonable notice and cooperation. Client may control the defense with counsel reasonably acceptable to Evolution, but may not settle a claim that admits fault by, imposes obligations on, or fails to fully release Evolution without Evolution's written consent. Evolution may participate with its own counsel at its expense, or at Client's expense if a material conflict exists.

31. Disclaimers

EXCEPT FOR EXPRESS OBLIGATIONS IN A SIGNED SOW, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, EVOLUTION DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, SECURITY, ACCESSIBILITY, LEGAL COMPLIANCE, PLATFORM APPROVAL, AND RESULTS.

Client acknowledges that third-party platforms, laws, technology, market conditions, and user behavior change and that no representation by Evolution constitutes a guarantee unless a signed SOW expressly states the guarantee and remedy.

32. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, EVOLUTION AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND AGENTS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOST PROFITS, REVENUE, DATA, BUSINESS, OPPORTUNITY, GOODWILL, RANKINGS, OR ADVERTISING VALUE; BUSINESS INTERRUPTION; PLATFORM SUSPENSION; OR THE COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY.

TO THE FULLEST EXTENT PERMITTED BY LAW, EVOLUTION'S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO THE CONTRACT DOCUMENTS, SERVICES, OR DELIVERABLES WILL NOT EXCEED THE FEES PAID TO EVOLUTION FOR THE AFFECTED SERVICES DURING THE THREE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. Media spend, platform charges, taxes, pass-through expenses, and amounts paid to third parties are excluded from the cap calculation.

The limitations apply regardless of the theory of liability and even if a remedy fails of its essential purpose. They do not limit liability that cannot lawfully be limited. Client's payment obligations and indemnification obligations are not limited by this section.

33. Force Majeure

Evolution is not liable for delay or failure caused by events beyond its reasonable control, including severe weather, fire, flood, epidemic, war, terrorism, civil disorder, labor disruption, utility or telecommunications failure, cyberattack, governmental action, supply shortage, platform outage, vendor failure, or loss of key personnel. Deadlines will be extended for the period reasonably affected. Client remains responsible for amounts earned and non-cancelable commitments.

34. Honest Reviews and Public Statements

Nothing in the Contract Documents restricts an honest review, complaint, or communication protected by law. Client agrees not to knowingly publish or communicate false statements of fact, impersonations, fabricated evidence, confidential information, threats, or statements intended to deceive others about Evolution. This section does not prohibit good-faith opinions or lawful reporting to an authority.

35. Collections

Client is responsible for reasonable costs of collecting overdue amounts, including collection-agency fees, court costs, and attorneys' fees, to the extent permitted by law. Evolution may apply payments to the oldest outstanding balance or as otherwise permitted by law.

36. Governing Law, Venue, and Disputes

The Contract Documents are governed by the laws of the State of New York, without regard to conflict-of-law principles. Subject to any nonwaivable law, the state and federal courts located in Monroe County, New York have exclusive jurisdiction, and each Party consents to personal jurisdiction and venue there. Before filing a non-emergency claim, the complaining Party will provide written notice and allow at least 15 days for business representatives to attempt a good-faith resolution. Either Party may seek immediate injunctive relief for misuse of confidential information, intellectual property, accounts, or systems.

37. General Terms

The Parties are independent contractors. Nothing creates a partnership, joint venture, fiduciary relationship, franchise, employment relationship, or agency authority except the limited authority expressly granted to operate platforms and campaigns.

Neither Party may assign a Contract Document without the other Party's consent, except Evolution may assign to an affiliate or in connection with a merger, financing, reorganization, sale of assets, or transfer of the relevant business. There are no third-party beneficiaries except indemnified persons.

A waiver must be in writing and does not waive another breach. If a provision is unenforceable, it will be enforced to the maximum lawful extent and the remainder will remain effective. Headings are for convenience. "Including" means "including without limitation." Electronic signatures, clicks, approvals, and counterparts are effective as originals.

The Contract Documents are the entire agreement concerning the Services and replace prior or contemporaneous discussions and representations on the same subject. A modification must be in a signed writing or an electronic change order accepted by authorized representatives. Provisions that by their nature should survive termination will survive, including payment, ownership, confidentiality, data restrictions, indemnification, disclaimers, limitations, governing law, and general terms.

38. Notices and Contact

Notices to Evolution must be sent to info@evolutionmarketing.com and may also be mailed to Evolution Web & Marketing Inc., 1661 Empire Blvd, Webster, NY 14580. Routine project communications may be sent through email or an approved project-management system. Client notices will be sent to the most recent contact information in Evolution's records. Client is responsible for keeping that information current.