This Master Services Agreement (“Agreement” or “X3 MSA”) is entered into by and between Infinite Loop Designs, Inc., doing business as X3 Digital (“X3,” “Company,” “Seller,” or “Prime Contractor”), and the client identified in an executed Statement of Work (“Client” or “Buyer”). X3 and Client may each be referred to as a “Party” and collectively as the “Parties.”
Effective Date. “Effective Date” means the effective date set forth in the applicable SOW, or if none, the date the SOW is last executed by the Parties.
Upon execution of a Statement of Work (“SOW”), the Parties agree to the terms of that SOW and this Agreement.
1. Definitions
“Aggregate Data” means anonymized or de-identified data generated by aggregating Client Materials with other data such that the results are non-personally identifiable, including analytics, logs, benchmarking insights, performance metrics, and derivative learnings derived from the provision of Services.
“Client Materials” means all data, content, trademarks, creative assets, personal data, and other materials supplied by Client.
“Company Materials” means X3’s proprietary methodologies, frameworks, templates, tools, know-how, campaign structures, analytics models, documentation, configurations, and related intellectual property.
“Confidential Information” means non-public information disclosed by a Party that is marked confidential or that a reasonable person would consider confidential under the circumstances.
“Documentation” means any documentation, instructions, specifications, onboarding materials, playbooks, or other written or electronic materials that X3 generally provides or makes available in connection with the Services to assist Client in understanding or using the Services, deliverables, reports, dashboards, or related outputs.
“Hosted Materials” means, to the extent applicable to the Services, the hosted or cloud environment, including any applicable server hardware, storage, firewall or security tooling, operating systems, management programs, web server programs, configurations, Documentation, and other software, materials, or components developed by or provided by X3 or its suppliers and vendors in connection with performance of the Services.
“Services” means the digital marketing, paid media, retail media, analytics, SEO, website development and maintenance, creative production, consulting, reporting, strategy, and related services described in an SOW.
“Subcontractor” means any third party engaged by X3 to perform portions of the Services.
“Third-Party Platforms” means advertising platforms, retail networks, hosting providers, analytics vendors, DSPs, social media platforms, marketplace platforms, and other technology providers not owned or controlled by X3.
“Third Party Services” means third-party websites, platforms, services, software, APIs, data sources, and integrations (including advertising platforms and analytics providers) that are not owned or controlled by X3.
“User(s)” means Client’s employees, contractors, or authorized representatives who access, receive, or use the Services, deliverables, dashboards, reports, accounts, or related outputs on Client’s behalf.
“Gross Negligence” means a conscious and voluntary disregard of a known and substantial risk of serious harm, constituting conduct substantially more than ordinary negligence or inadvertence. Gross Negligence shall not include errors in judgment, ordinary mistakes, isolated incidents, or acts or omissions resulting from reasonable reliance on Client-provided information.
2. Applicability and Order of Precedence
This Agreement governs all Services provided by X3 and supersedes conflicting Client terms unless expressly agreed in writing. In the event of a conflict in terms among this Agreement and a Statement of Work, this Agreement shall control unless the Statement of Work expressly states that it controls in the event of such conflict.
Acceptance of Agreement. This Master Services Agreement (“Agreement”) governs all services provided by X3 Digital. Client’s execution of a Statement of Work, written approval of a proposal, or submission of payment for services constitutes acceptance of and agreement to be bound by this Agreement, even if no separate signature is provided on this Agreement.
Services Without Executed Statement of Work. In the event Client requests or receives services from X3 Digital without executing a formal Statement of Work, and/or submits payment for services, the parties agree that this Agreement shall govern such services. Any written proposal, invoice, email confirmation, or other written description of services shall be deemed an incorporated Statement of Work for purposes of this Agreement.
Order of Precedence. In the absence of a separately executed agreement signed by both parties, this Agreement shall control all services provided by X3 Digital. In the event of conflict between this Agreement and any Statement of Work, the terms of this Agreement shall prevail unless expressly stated otherwise in writing.
Application to Prior Services. Unless governed by a separate written agreement signed by both parties, this Agreement applies to all services provided by X3 Digital, whether provided prior to or after the effective date of this Agreement.
Where Services include hosted environments, reporting dashboards, analytics configurations, or platform integrations, such services may rely on third-party infrastructure, cloud environments, hosting providers, telecommunications networks, and software vendors. X3 does not guarantee uninterrupted availability and shall not be required to mirror, duplicate, or provide redundant hosting environments unless expressly stated in an SOW. Scheduled maintenance, platform outages, system upgrades, and external infrastructure failures do not constitute breach. X3 and its suppliers may install, operate, maintain, and update hosted environments, including software configurations, server infrastructure, analytics systems, firewall protections, operating systems, management tools, reporting dashboards, and related hosted components (collectively, “Hosted Infrastructure”). Client acknowledges that such Hosted Infrastructure remains the exclusive property of X3 or its licensors and is provided solely as part of the Services.
3. Appointment and Authority
Where specified in an SOW, Client appoints X3 as its authorized agent solely for purchasing media, technology services, and related third-party services necessary to perform the Services. Client acknowledges that X3 may enter into agreements with Third-Party Platforms and vendors on Client’s behalf, and Client remains financially responsible for all media spend and third-party costs incurred.
Nothing in this Agreement creates a partnership, joint venture, agency relationship, fiduciary duty, or joint and several liability between the Parties. Client acknowledges that X3’s agency appointment is administrative in nature for purposes of media placement and vendor coordination only. Seller shall not be deemed a guarantor of third-party vendor performance. X3 does not assume fiduciary duties beyond those expressly stated in this Agreement.
Where X3 purchases or places media on Client’s behalf, such purchases may be subject to industry-standard terms, including but not limited to applicable platform terms and, where relevant, Interactive Advertising Bureau (IAB) standard media buying terms. Client agrees to be bound by such third-party terms and acknowledges that platform and media provider terms may supersede campaign execution requirements. Client acknowledges that Third-Party Platform terms, policies, and technical limitations may change at any time and may impact campaign execution, reporting, data availability, or performance. X3 shall not be liable for losses, delays, or damages resulting from Third-Party Platform actions, suspensions, account restrictions, data limitations, or policy enforcement decisions. X3 does not warrant that Client content, ads, landing pages, or campaigns will comply with evolving Third-Party Platform policies, and Client remains responsible for ultimate compliance with such policies.
4. Prime Contractor Status
Where X3 engages Subcontractors, X3 remains Prime Contractor. Subcontractors shall have no direct contractual relationship with Client unless expressly agreed in writing.
Seller’s liability for Services performed by Subcontractors shall not exceed (a) the amounts actually recovered by Seller from the applicable Subcontractor for the same claim, and (b) the liability limitations agreed to by such Subcontractor under Seller’s subcontract; provided, in all events, Seller’s liability remains subject to Section 17. Client acknowledges that X3’s liability for Services performed by Subcontractors shall not exceed the amounts actually recoverable by X3 from such Subcontractors for the same claim.
In the event of Subcontractor insolvency, material breach, regulatory exposure, or operational failure, X3 may immediately assume operational control of the affected Services and transition work to an alternate provider. Client shall provide all reasonable cooperation necessary to facilitate such transition.
Relationship of the Parties: The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, franchise, or fiduciary relationship between the Parties.
Subcontractors; Flow-Down Obligations.
Seller may engage subcontractors, vendors, and independent contractors to perform portions of the Services. Seller shall remain responsible for overall coordination of Services; however, Seller shall not be liable for the independent acts, omissions, regulatory violations, platform enforcement actions, or operational errors of subcontractors except to the extent directly caused by Seller’s Gross Negligence or willful misconduct.
Seller shall require subcontractors performing material portions of Services to agree in writing to confidentiality, data protection, intellectual property, limitation of liability, and indemnification obligations that are reasonably consistent with Seller’s obligations under this Agreement. Buyer agrees that any claims relating to Services performed by subcontractors shall be brought solely against Seller pursuant to this Agreement, and Buyer shall have no direct claim against any subcontractor unless expressly agreed in writing.
Seller may replace subcontractors at its sole discretion, provided continuity of Services is maintained.
Subcontractor Engagement and Oversight. X3 Digital may engage subcontractors to perform portions of the Services. X3 shall ensure that all subcontractors are bound by written agreements that (i) require confidentiality obligations no less protective than those set forth herein, (ii) require compliance with applicable laws and data protection requirements, (iii) include appropriate intellectual property assignment provisions consistent with this Agreement, and (iv) require subcontractors to indemnify X3 for claims arising from their gross negligence, willful misconduct, or material breach of their subcontractor agreement. X3 shall remain responsible for the performance of Services delivered by its subcontractors in accordance with this Agreement.
5. Nature of Services and Performance Disclaimer
All Services are provided on a commercially reasonable efforts basis. Client acknowledges that marketing outcomes depend on factors outside X3’s control, including platform policies, auction dynamics, algorithm changes, regulatory developments, competitive behavior, seasonality, economic conditions, Third-Party Platform policies, hosting providers, telecommunications providers, and market volatility.
X3 does not guarantee rankings, traffic, revenue, conversions, placements, return on ad spend, retail distribution, ad delivery, uptime, system availability, or any specific business outcome. X3 makes no representation or warranty regarding the availability, compliance, or continued functionality of third-party platforms, tools, or integrations used in connection with the Services. All projections, case studies, and examples are illustrative only. Client acknowledges that it has not relied upon any oral or written statements, projections, forecasts, or representations not expressly set forth in this Agreement. All Services are provided on a commercially reasonable efforts basis. Seller does not guarantee rankings, impressions, revenue, return on ad spend, conversion rates, lead volume, attribution accuracy, platform stability, or specific marketing outcomes. Performance is subject to market conditions, platform policies, auction dynamics, algorithm updates, competitive activity, budget levels, creative quality, and Buyer-provided assets.
Services may be subject to downtime, maintenance, system upgrades, cyber incidents, or outages originating from Third-Party Platforms or infrastructure providers. X3 does not guarantee uninterrupted availability and shall not be required to provide mirrored or redundant environments unless expressly stated in an SOW.
Seller shall not be responsible for downtime, service interruptions, data loss, performance degradation, security incidents, or functionality issues arising from third-party hosting providers, CMS platforms, plugins, APIs, ad platforms, retail media networks, analytics tools, payment processors, or other third-party systems not under Seller’s direct control. Seller does not warrant uninterrupted access to websites, advertising platforms, or digital properties that rely on third-party services.
Unless expressly stated in an applicable SOW, Buyer is solely responsible for all third-party fees and costs required to operate or access Buyer’s websites, domains, DNS, hosting, CMS licenses, plugins, themes, email services, analytics tools, ad platforms, retail media networks, and other Third Party Services, including renewals, overages, penalties, and taxes. Seller shall have no obligation to advance, fund, or pay any such third-party fees on Buyer’s behalf. If Seller elects, in its discretion, to facilitate payment of any third-party fee as an administrative convenience, Buyer shall reimburse Seller in full in accordance with the invoice terms, and Seller may suspend Services if reimbursement is not timely received.
Buyer acknowledges that Seller may use artificial intelligence tools, automation systems, and Third Party Services to assist in research, analysis, content drafting, ad variant generation, keyword clustering, reporting, forecasting, and other workflow acceleration. Buyer remains solely responsible for reviewing and approving any outputs prior to use or publication, including verifying factual accuracy, substantiation, legal compliance, and platform-policy compliance. Seller does not warrant that such outputs will be error-free or complete, and Seller shall not be liable for inaccuracies, hallucinations, omissions, or other errors originating from such tools or from Buyer Materials supplied to such tools, except to the extent directly caused by Seller’s Gross Negligence or willful misconduct.
Change Requests. Any change to scope, deliverables, assumptions, or timelines must be documented in a written change order or SOW amendment signed by both Parties. Seller has no obligation to commence work on a change request until the change order is executed. Seller may continue to invoice for Services performed under the then-current SOW while a change request is under review.
Acceptance. Unless otherwise stated in the applicable SOW, Client will have ten (10) business days after delivery of a deliverable to provide written notice of any material nonconformity to the agreed written specifications. If Client does not provide timely notice, the deliverable will be deemed accepted. Seller’s sole obligation for a valid notice is to re-perform or correct the affected deliverable in a commercially reasonable manner.
Out-of-Scope Work. Any services not expressly described in an applicable SOW are outside the scope of Services and require written approval prior to commencement. Seller reserves the right to determine whether a request constitutes out-of-scope work. Approved out-of-scope services will be billed at Seller’s then-current hourly rates or under a separately agreed project fee.
Custom Development Services. For website, application, or custom development Services, Seller warrants only that deliverables will materially conform to the written specifications agreed in the applicable SOW for a period of thirty (30) days following delivery. Seller’s sole obligation during such period shall be to correct material defects reported in writing. Seller shall not be responsible for issues caused by third-party integrations, APIs, hosting providers, or subsequent modifications made by Buyer or third parties.
Availability; Downtime. X3 will use commercially reasonable efforts to make applicable hosted dashboards, reports, or service components available in connection with the Services; however, Client acknowledges that the Services may be inaccessible or inoperable from time to time due to (i) equipment malfunctions; (ii) scheduled maintenance, repairs, updates, or upgrades; or (iii) causes beyond X3’s reasonable control or not reasonably foreseeable, including interruption or failure of telecommunications or digital transmission links, hostile network attacks, network congestion, internet failures, or failures of Third-Party Platforms or Third Party Services (collectively, “Downtime”). Where practicable, X3 will use commercially reasonable efforts to provide advance notice of scheduled Downtime. X3 has no obligation to mirror Client Materials, Hosted Materials, or Service components to any other environment or to transfer Client Materials to another server unless expressly stated in an SOW, and Downtime does not constitute breach.
Client acknowledges that media performance, campaign results, advertising metrics, search rankings, traffic levels, conversion rates, retail placement decisions, and return on ad spend are influenced by variables outside X3’s control and shall not give rise to damages beyond the fees actually paid to X3 under the applicable SOW. Dissatisfaction with campaign performance shall not constitute breach of this Agreement.
6. Media Spend, Budget Volatility, and Financial Commitments
Client remains solely responsible for all media spend and third-party platform charges, whether billed directly or through X3. X3 is not liable for platform outages, algorithm changes, retail network decisions, inventory limitations, data discrepancies, policy updates, or pricing fluctuations.
If Client reduces approved annualized media budgets by more than twenty percent (20%) within any rolling ninety (90) day period, X3 may renegotiate fees, convert percentage-based compensation to flat minimums, adjust staffing allocations, reallocate resources, or terminate the SOW upon thirty (30) days written notice.
Where Services are structured based on projected annual budgets, management fees shall be subject to a minimum annualized fee floor as stated in the SOW. Material reductions in media spend do not automatically reduce management fees unless agreed in writing.
Client acknowledges X3 may incur non-cancelable subcontractor or vendor obligations based on approved budgets and agrees to reimburse X3 for such commitments if budgets are materially reduced.
Client’s written approvals (including via email, ticketing systems, or platform approvals) will be deemed authorization for budgets, flight dates, targeting settings, and vendor commitments. X3 may rely on such approvals and on platform settings and reports as presented by Third-Party Platforms.
X3 shall not be liable for losses arising from Third-Party Platform insolvency, vendor bankruptcy, chargebacks, payment processor failures, or platform suspension events not directly caused by X3’s Gross Negligence.
Management fees structured as a percentage of projected annual budgets shall be subject to a minimum monthly fee floor as set forth in the applicable SOW. Reductions in media spend do not automatically reduce management fees unless expressly agreed in writing.
Third Party Services Changes. Certain Services may rely on or integrate with Third Party Services. Client agrees it is responsible for compliance with Third Party Services terms applicable to Client’s accounts and data. Client acknowledges that X3’s ability to provide or maintain certain Service features, reporting, integrations, or workflows may change, be restricted, or be discontinued based on changes to Third Party Services functionality, policies, or terms. X3 disclaims liability for changes imposed by Third Party Services and Third-Party Platforms.
7. License Grants
7.1 License to X3
Client grants X3 a non-exclusive, worldwide, royalty-free license to use, copy, transmit, modify, and display Client Materials solely to perform the Services. Client represents it has full authority to grant this license. Client represents and warrants that (i) Client Materials do not infringe or misappropriate any third-party rights, and (ii) Client has obtained all rights, licenses, consents, and releases necessary for X3 to use Client Materials and to perform the Services as contemplated by this Agreement and the applicable SOW.
7.2 License to Client
Subject to full payment, X3 grants Client a limited, non-transferable license to use final deliverables created specifically for Client for its intended business purposes. No deliverables, campaign structures, configurations, reporting formats, strategic methodologies, or work product shall be deemed a “work made for hire” absent an express written agreement signed by both Parties.
Services and Company Materials are licensed, not sold. No ownership transfers unless expressly stated in writing. No Services, deliverables, work product, configuration, strategy, methodology, or campaign structure shall be deemed a “work made for hire” unless expressly agreed in writing. All rights not expressly granted herein are reserved by X3.
Upon full payment, Buyer shall own final client-facing deliverables specifically created for Buyer under an applicable SOW. Seller retains ownership of all pre-existing materials, templates, methodologies, frameworks, reporting systems, automation tools, processes, know-how, data models, and proprietary technology. Buyer receives no rights in Seller’s internal systems or generalized intellectual property.
8. Ownership; Aggregate Data
All Company Materials, derivatives, improvements, and modifications remain the exclusive property of X3. X3 retains perpetual rights to use Aggregate Data for analytics, benchmarking, product improvement, service development, internal research, and marketing purposes, provided such data does not identify Client or any individual. X3 may reuse general knowledge, skills, experience, and non-client-identifying elements, templates, and techniques developed in the course of providing Services, provided X3 does not disclose Client Confidential Information. These rights survive termination. For the avoidance of doubt, no deliverables, configurations, campaign structures, methodologies, strategic frameworks, reporting formats, or work product shall be deemed a “work made for hire” unless expressly agreed in writing, and no ownership rights transfer to Client except as explicitly granted herein. Client acknowledges that unauthorized use, disclosure, or copying of Company Materials may cause irreparable harm for which monetary damages may be inadequate, and X3 may seek injunctive relief without bond in addition to any other remedies.
Notwithstanding anything to the contrary, X3 retains the unrestricted right to use any generalized ideas, concepts, know-how, techniques, skills, learnings, campaign structures, analytics methodologies, automation logic, reporting formats, and industry insights developed or refined during the performance of the Services, provided that such use does not disclose Client Confidential Information.
9. Client Responsibilities and Restrictions
Client shall provide accurate information, timely approvals, and required access; maintain lawful rights to all Client Materials; comply with applicable laws and platform policies; and maintain lawful privacy disclosures and consent mechanisms. Seller shall not be liable for delays or performance impacts caused by Buyer’s failure to provide required cooperation. Client is responsible for all acts and omissions of its Users and for ensuring Users comply with this Agreement. Any breach by a User will be deemed a breach by Client.
Buyer is solely responsible for any product recalls, corrective advertising, refunds, chargebacks, restitution programs, consumer redress, label changes, packaging changes, or similar remedial actions relating to Buyer’s products, claims, promotions, pricing, labeling, or regulatory compliance obligations, and Seller shall have no responsibility for the costs of such actions, except to the extent directly caused by Seller’s Gross Negligence or willful misconduct as finally determined by a court of competent jurisdiction. Without limiting the foregoing, Seller shall not be liable for regulatory fines, penalties, assessments, corrective advertising obligations, or governmental sanctions imposed on Buyer arising from Buyer’s products or claims, except as expressly stated in Section 17.
Reliance on Client Materials; Cooperation. Client acknowledges and agrees that X3 will not be responsible for nonconformities, delays, failures, or errors in the Services or deliverables arising from or related to X3’s reliance on inaccurate, inauthentic, incomplete, late, or misleading Client Materials, approvals, access, platform permissions, configurations, or instructions. Client will reasonably cooperate with X3 and take all actions reasonably necessary to enable X3 to perform the Services, including timely providing requested information, access, approvals, and subject-matter feedback.
Client shall not reverse engineer Services, remove proprietary notices, upload unlawful or infringing content, violate export laws, interfere with platform security, harm minors, manipulate attribution systems, distribute malicious code, impersonate others, resell or sublicense Services, or otherwise misuse the Services in violation of applicable law. Client shall not forge headers or manipulate identifiers to disguise origin of content, circumvent technical protections, access Services to build a competing product, or use Services for unlawful surveillance or tracking.
Client Representations and Warranties. Client represents and warrants that: (a) Client owns or has secured all necessary rights, licenses, permissions, and consents to use and authorize X3 to use all Client Materials; (b) All advertising claims, product claims, performance claims, health claims, environmental claims, pricing claims, testimonials, endorsements, and representations supplied by Client are truthful, substantiated, and compliant with all applicable laws and regulations; (c) Client Materials do not infringe or misappropriate any intellectual property, publicity, privacy, or proprietary rights of any third party; (d) Client’s products and services comply with all applicable federal, state, and international laws and regulatory requirements; (e) Client will maintain documentation sufficient to substantiate all claims made in advertising or marketing materials.
Client Representations and Regulatory Compliance. Client represents and warrants that: (a) Client owns or has secured all necessary rights, licenses, permissions, approvals, and consents to use and authorize X3 to use all Client Materials; (b) All advertising claims, product claims, performance claims, health claims, environmental claims, pricing claims, testimonials, endorsements, guarantees, comparisons, or representations supplied by Client are truthful, accurate, and properly substantiated at the time made; (c) Client maintains documentation sufficient to substantiate all advertising and marketing claims in accordance with applicable federal, state, and international laws and regulations; (d) Client’s products, services, labeling, and marketing materials comply with all applicable consumer protection, advertising, healthcare, privacy, and industry-specific regulatory requirements; (e) Client will promptly notify X3 if any claim, product, service, or representation becomes subject to regulatory inquiry, enforcement action, recall, or legal challenge. X3 shall be entitled to rely on Client’s representations and substantiation and shall have no independent obligation to verify claim accuracy or regulatory compliance.
Each Party represents that it shall comply with all applicable anti-corruption, anti-bribery, trade sanctions, and export control laws in connection with the Services.
Client shall indemnify X3 for any breach of this Section.
10. Data Protection and Privacy
Client represents that all personal data shared with X3 is collected and processed lawfully and in compliance with applicable privacy laws including GDPR and CCPA/CPRA. X3 processes personal data solely to perform Services and implements commercially reasonable administrative, technical, and organizational safeguards. X3 does not sell personal data.
Where Subcontractors process data, X3’s responsibility is limited to commercially reasonable vendor diligence and contractual oversight. X3 is not liable for cyber incidents originating from Third-Party Platforms, Subcontractors, Client systems, compromised credentials, or infrastructure beyond X3’s reasonable control.
X3 may engage Subprocessors to perform portions of the Services. X3 shall require Subprocessors to maintain confidentiality and data protection obligations consistent with this Agreement. Client acknowledges and agrees that X3 may update its Subprocessors from time to time in the ordinary course of business.
All costs associated with a confirmed data security incident, including notification, forensic investigation, credit monitoring, and regulatory response, shall be subject to the liability limitations set forth in Section 17.
Client indemnifies X3 for claims arising from unlawful data practices attributable to Client.
Client is solely responsible for providing all required notices and obtaining all required consents for cookies, pixels, analytics, advertising identifiers, and tracking technologies deployed on Client properties or in Client accounts, including where implemented by X3 at Client’s direction.
X3 shall process Personal Data only on documented instructions from Client as set forth in this Agreement and applicable SOW. X3 shall not combine Client Personal Data with data obtained from other sources except to the extent necessary to provide the Services or generate Aggregate Data in de-identified form.
X3 does not agree to act as a “Business Associate” as defined under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) unless and until a separate written Business Associate Addendum is executed by authorized representatives of both Parties. Absent such executed Addendum, Client shall not transmit protected health information (“PHI”) to X3. Any transmission of PHI without a fully executed Business Associate Addendum shall be at Client’s sole risk and responsibility.
Subcontractor Data Processing. To the extent subcontractors process Client Data or Personal Data, X3 shall require such subcontractors to enter into written agreements imposing data protection and confidentiality obligations at least as protective as those set forth in this Agreement and consistent with applicable privacy laws. Subcontractors shall only process such data for purposes of performing the Services and in accordance with documented instructions from X3.
11. Data Processing Addendum
Where X3 processes Personal Data on Client’s behalf, Client is Controller and X3 is Processor. Processing is limited to performance of Services. X3 will implement commercially reasonable safeguards, ensure personnel confidentiality, notify Client without undue delay upon confirmed data breach, and engage Subprocessors under appropriate contractual safeguards.
Liability under any DPA is subject to Section 17 (Limitation of Liability).
12. Fees and Payment
Fees are set forth in each SOW and exclude taxes, media spend, and third-party costs unless expressly stated. Client is responsible for all applicable sales, use, value-added, or similar taxes, excluding taxes based on X3’s net income. Invoices not disputed in writing within fourteen (14) days are deemed accepted. Payment terms are Net 30 unless otherwise specified.
Invoices not paid within five (5) business days after the due date shall automatically accrue interest at the rate of 1.5% per month or the maximum permitted by law, whichever is lower, without requirement of additional notice. Failure to pay undisputed invoices may result in suspension without liability. Client may not withhold or offset payments.
If Buyer fails to make timely payment, Seller may immediately suspend Services without liability or penalty. Seller shall have no obligation to continue performance during payment disputes involving undisputed amounts. Ownership of deliverables does not transfer until full payment is received. Seller may pursue all remedies available at law or equity to recover unpaid amounts. If Client’s financial condition materially deteriorates, or if Client fails to timely pay any undisputed invoice, X3 may require advance payment, a security deposit, or revised payment terms as a condition of continuing Services.
Without limiting the foregoing, X3 may withhold undelivered work product, pause work, and/or disable access to any X3-controlled dashboards, reporting environments, hosted components, or deliverables due to nonpayment or where continued performance would create security or legal risk until all undisputed past-due amounts are paid.
Upon any material payment default, X3 may declare all outstanding amounts under all SOWs immediately due and payable. Client shall reimburse X3 for all reasonable costs of collection for overdue undisputed amounts, including attorneys’ fees, court costs, and collection agency fees. If Client’s financial condition materially deteriorates, or if Client fails to pay any undisputed invoice when due, X3 may require prepayment, a security deposit, revised payment terms, or written financial assurances as a condition of continuing Services. Reinstatement of suspended Services may be subject to payment of all outstanding amounts and a reasonable reinstatement fee.
Except as expressly stated in the applicable SOW, all fees are non-cancelable and non-refundable, and Client remains responsible for fees incurred through the effective date of termination plus any non-cancelable third-party commitments approved by Client.
No Waiver of Suspension Rights. X3’s continuation of Services despite late payment shall not waive its right to suspend or terminate for future nonpayment.
13. Confidentiality
Each Party shall protect Confidential Information using commercially reasonable safeguards and use it only to perform under this Agreement. Confidentiality obligations survive for five (5) years following termination.
For clarity, Confidential Information includes the terms and pricing under this Agreement and any SOW, and any Documentation and materials furnished by a Party in performance of the Services.
Confidential Information does not include information that: (i) becomes part of the public domain through no act or omission of the receiving Party; (ii) is lawfully acquired by the receiving Party from a third party without restriction and without breach of any obligation owed to the disclosing Party; (iii) is independently developed by the receiving Party without reference to the disclosing Party’s Confidential Information; or (iv) is disclosed pursuant to judicial or governmental order or other legal requirement, provided that the receiving Party, to the extent legally permitted, gives the disclosing Party prompt notice and reasonably cooperates with efforts to seek confidential treatment.
Unauthorized disclosure may cause irreparable harm, and the aggrieved Party may seek injunctive relief without bond.
Confidential Information may be disclosed in connection with due diligence for a merger, acquisition, financing, or similar transaction, provided the receiving party is subject to written confidentiality obligations at least as protective as those herein. Each Party shall use commercially reasonable efforts to enforce such confidentiality obligations. A Party may disclose Confidential Information to the extent required by law, court order, or governmental authority, provided that, where legally permissible, the disclosing Party provides prompt notice and cooperates in seeking protective treatment.
14. Indemnification
Each Party shall defend and indemnify the other against third-party claims arising from Gross Negligence, willful misconduct, violation of law, intellectual property infringement, or data protection violations attributable to that Party. “X3 Indemnified Parties” means X3, its affiliates, and each of their officers, directors, members, managers, employees, agents, licensors, and subcontractors.
Indemnification requires prompt notice, control of defense by the indemnifying Party, and written consent for settlements involving admissions of liability. X3’s indemnity for intellectual property infringement does not apply to claims arising from Client Materials or third-party content supplied by Client.
All indemnification obligations under this Agreement shall be subject to the limitations set forth in Section 17 (Limitation of Liability), except to the extent such limitation is prohibited by applicable law. For clarity, all indemnification obligations, including defense costs, attorneys’ fees, settlements, judgments, and related expenses, are subject to and count toward the limitations of liability in Section 17, except to the extent such limitation is prohibited by applicable law.
Client shall defend, indemnify, and hold harmless X3 and the X3 Indemnified Parties including its affiliates, officers, directors, employees, agents, licensors, and subcontractors from and against any third-party claims arising out of or relating to (i) Client Materials (including alleged infringement, substantiation of claims, promotions, testimonials, and disclosures), (ii) advertising claims, product claims, labeling, or representations supplied by Client; (iii) violation of advertising, consumer protection, privacy, healthcare, or industry-specific regulations; (iv) Client’s failure to obtain required consents or authorizations; (v) Client’s products or services; (vi) Client’s violation of platform policies or applicable advertising, consumer protection, email/SMS, or privacy laws, except to the extent finally determined to be directly caused by X3’s Gross Negligence or willful misconduct.
Subcontractor Risk Allocation. To the extent Seller maintains contractual indemnification rights against subcontractors for execution errors, data protection incidents, platform compliance violations, or reporting inaccuracies, Seller shall use commercially reasonable efforts to enforce such rights; however, Seller’s liability to Buyer shall remain subject to the limitations set forth in this Agreement. Seller shall not be liable for subcontractor performance guarantees beyond those expressly stated herein. X3’s delegation of Services to subcontractors shall not create any direct contractual relationship between Client and such subcontractors unless expressly agreed in writing.
Subcontractor-Related Claims. Client acknowledges that Services may involve third-party tools, platforms, and subcontractors. Client shall indemnify and hold harmless X3 from claims arising from Client-provided materials, instructions, approvals, or modifications that are implemented by X3 or its subcontractors, except to the extent finally determined to result from X3’s gross negligence or willful misconduct.
15. Insurance
Seller shall maintain the following insurance coverage with carriers rated A- or better by A.M. Best: (a) Commercial General Liability: not less than $2,000,000 per occurrence and $2,000,000 aggregate; (b) Professional Liability (Errors & Omissions): not less than $2,000,000 per claim and aggregate; (c) Cyber Liability / Network Security & Privacy Liability: not less than $5,000,000 per claim and aggregate; (d) Workers’ Compensation as required by applicable law. Such insurance shall be primary and non-contributory with respect to any insurance maintained by Client. Insurance shall not expand Seller’s liability beyond the limitations set forth in this Agreement. Seller may require subcontractors performing material portions of Services to maintain comparable coverage. Seller’s insurance shall not expand Seller’s liability beyond the limitations set forth in this Agreement.
Subcontractor Insurance. X3 shall require subcontractors performing material Services to maintain commercially reasonable insurance coverage appropriate to the services performed, including professional liability and, where applicable, cyber liability insurance. Upon reasonable request, X3 shall confirm that such coverage is maintained.
16. Audit and Certification
Upon reasonable written request no more than once annually, Client may request written certification, prepared using commercially reasonable efforts consistent with industry standards for similarly situated marketing services providers, of compliance with this Agreement.
No on-site audits shall occur without mutual written agreement. Audits must be limited in scope, non-disruptive, and subject to confidentiality protections.
X3 reserves the right to request documentation reasonably necessary to verify Client’s compliance with data protection, intellectual property, and platform usage obligations.
If Client breach is discovered, Client shall reimburse reasonable audit costs. If such audit reveals underpayment, unauthorized use, or other material breach, Client shall promptly pay all amounts due, including underpaid fees, reasonable interest, and any additional damages permitted under this Agreement.
17. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, X3’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (i) THE FEES PAID BY CLIENT TO X3 DURING THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (ii) AMOUNTS ACTUALLY RECOVERED BY X3 FROM THE APPLICABLE SUBCONTRACTOR FOR THE SAME CLAIM; PROVIDED, HOWEVER, THAT IN NO EVENT SHALL X3’S AGGREGATE LIABILITY EXCEED SIX (6) MONTHS OF TOTAL FEES ACTUALLY PAID BY CLIENT UNDER THE APPLICABLE SOW. THESE LIMITATIONS APPLY TO X3, ITS AFFILIATES, AND EACH OF THEIR OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS, LICENSORS, AND SUBCONTRACTORS.
X3 SHALL NOT BE LIABLE FOR LOSS OF PROFITS, REVENUE, DATA, BUSINESS INTERRUPTION, OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES.
X3 shall not be liable for any regulatory fines, penalties, corrective advertising obligations, recall costs, or governmental sanctions unless and until such liability is finally adjudicated by a court of competent jurisdiction as having been directly caused by X3’s Gross Negligence or willful misconduct. X3 shall not be liable for any business interruption, loss of goodwill, diminution of brand value, loss of anticipated savings, or reputational harm arising from or related to the Services. For claims arising from a confirmed data security incident directly caused by X3’s Gross Negligence, X3’s liability shall not exceed twelve (12) months of management fees paid under the applicable SOW. All liability caps apply in the aggregate across all claims, causes of action, and SOWs and shall not reset per claim or per year. The limitations set forth in this Section apply regardless of the form of action and apply collectively to all claims arising from or related to the Services, including contract, tort, negligence, strict liability, statutory claims, and regulatory matters. X3 shall not be liable for regulatory fines, penalties, assessments, recall costs, corrective advertising obligations, or governmental sanctions imposed on Client, except to the extent directly caused by X3’s Gross Negligence or willful misconduct as finally determined by a court of competent jurisdiction. Client shall remain solely responsible for product recalls, corrective advertising, refunds, restitution programs relating to Client products or claims, and for compliance with laws applicable to its products, services, and advertising claims. No action arising out of or relating to this Agreement may be brought more than twelve (12) months after the cause of action first arose, regardless of the form of action. X3 shall not be liable for loss or misallocation of media spend, advertising budget, or third-party vendor charges, except to the extent directly caused by X3’s Gross Negligence. X3 shall not be liable for regulatory fines, penalties, or assessments imposed on Client except to the extent directly caused by X3’s Gross Negligence or willful misconduct as finally determined by a court of competent jurisdiction. These limitations apply regardless of legal theory and notwithstanding failure of essential purpose. The limitations of liability apply even if X3 has been advised of the possibility of such damages. Notwithstanding anything to the contrary in this Agreement or any SOW, the limitations of liability set forth herein apply in the aggregate across all claims, causes of action, legal theories, and SOWs arising out of or relating to this Agreement or the Services, regardless of legal theory, number of claims, or number of claimants. The liability cap shall not reset, renew, or apply separately on a per-claim, per-incident, per-year, or per-SOW basis. All claims, whether in contract, tort (including negligence), strict liability, statute, equity, or otherwise, shall be subject to a single cumulative cap. No claim may be brought by Client more than twelve (12) months after the cause of action first arose, regardless of when the claim is discovered. The Parties agree that the fees charged under the applicable SOW reflect a commercially reasonable allocation of risk, and that the limitations of liability are an essential basis of the bargain between the Parties. All statements in Section 17 shall remain fully applicable to all disputes involving a Prime Contractor’s client that relates to Services performed by X3.
18. Limited Warranty; Disclaimer
X3 warrants Services will be performed in a professional and workmanlike manner.
Exclusive Remedy. For any breach of the warranty in this Section, Client’s sole and exclusive remedy and X3’s entire liability shall be correction of the defect or re-performance of the affected Services, as determined by X3 in its reasonable discretion. Client agrees that the foregoing remedy constitutes Client’s sole and exclusive remedy for any breach of the limited warranty set forth in this Section.
Except as expressly stated, Services are provided “as is” and “as available.” X3 disclaims all implied warranties including merchantability, fitness for a particular purpose, and non-infringement.
X3 does not warrant Services will be uninterrupted, error-free, secure, or free from harmful components.
19. Term and Termination
This Agreement remains effective while any SOW is active. Either Party may terminate for material breach with a 60-day cure period. Either Party may terminate for convenience with 120 days written notice unless otherwise specified.
SOWs may automatically renew unless notice of non-renewal is provided at least thirty (30) days prior to expiration. X3 may adjust fees upon renewal with sixty (60) days written notice. Client may not suspend, delay, reduce, or offset payments due to any dispute except for amounts disputed in good faith in writing within fourteen (14) days of invoice receipt.
X3 may terminate immediately upon Client insolvency, bankruptcy filing, or cessation of operations, to the extent permitted by applicable law.
Upon termination, outstanding fees become immediately due, licenses cease, and Confidential Information must be returned or destroyed. Upon termination or expiration, each Party will promptly return or destroy the other Party’s Confidential Information in its possession or control (except to the extent retained in routine backups or as required by law) and, upon request, provide a written certification by an officer (or authorized representative) certifying compliance with the foregoing.
The following Sections survive termination: 6, 8, 10, 11, 13, 14, 17, and all payment obligations. The following provisions survive termination: Fees and Payment, License Grants, Ownership; Aggregate Data, Confidentiality, Indemnification, Limitation of Liability, Audit Rights, Governing Law, and any provisions that by their nature should survive.
Upon termination for Client breach or early termination of a minimum commitment term, all remaining committed fees under applicable SOWs shall become immediately due and payable.
Minimum Commitment for Recurring Services. For recurring services including but not limited to SEO, organic search optimization, digital strategy retainers, website maintenance, paid media buys, and ongoing campaign management, Buyer agrees to a minimum engagement term of six (6) consecutive months from commencement of Services unless otherwise stated in an applicable SOW. If Buyer terminates such Services prior to completion of the minimum term, Buyer shall remain responsible for payment of all fees that would have been payable during the remainder of the minimum commitment period.
20. Force Majeure
Neither Party shall be liable for failure to perform due to events beyond reasonable control, including acts of God, cyber incidents, regulatory changes, supply chain disruption, telecommunications failure, platform outages, or governmental action. X3 does not guarantee detection or prevention of all security incidents.
21. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Florida, without regard to (i) its conflict of law provisions, and (ii) the applicability, if any, of the United Nations Convention on Contracts for the International Sale of Goods.
Prior to initiating litigation, the Parties agree to attempt in good faith to resolve any dispute through non-binding mediation conducted in Broward County, Florida. If mediation is unsuccessful, either Party may pursue available legal remedies in the courts specified herein.
In the event of any litigation between the Parties concerning performance or non-performance of either Party’s obligations under this Agreement, the prevailing Party shall be entitled to be reimbursed by the other losing Party for the costs and expenses, including, but not limited to, reasonable attorneys’ fees, incurred or paid by the prevailing Party. Each party waives any right to trial by jury in any action arising out of or relating to this agreement. To the fullest extent permitted by law, the Parties waive any right to participate in a class, collective, or representative action. Client shall not assert claims on behalf of third parties or customers except to the extent required by law.
The Parties agree that venue and jurisdiction for any legal action arising in connection with this Agreement shall be exclusively in the federal or state courts sitting in Florida.
22. Entire Agreement; Assignment; Additional Policies
This Agreement and applicable SOWs constitute the entire agreement between the Parties. No amendment is valid unless in writing signed by both Parties.
Assignment. Client may not assign, delegate, sublicense, or otherwise transfer this Agreement, any SOW, or any rights or obligations hereunder without X3’s prior written consent. Any attempted assignment in violation of this Section shall be null and void. X3 may assign this Agreement in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets, provided that the assignee assumes X3’s obligations under this Agreement.
Waiver; Severability. No failure or delay by either Party in exercising any right will operate as a waiver. If any provision is held unenforceable, the remaining provisions remain in effect, and the Parties will modify the unenforceable provision to best effectuate the original intent to the maximum extent permitted by law.
Non-Solicitation. During the term of this Agreement and for twelve (12) months thereafter, neither Party will, directly or indirectly, solicit for employment or engagement, hire, retain, or contract with any employee, independent contractor, or Subcontractor of the other Party who was materially involved in the performance of the Services, without the other Party’s prior written consent. This restriction does not apply to general employment advertisements or recruiting efforts not specifically directed at such personnel, and hiring an individual who independently responds to a general advertisement will not constitute a breach of this provision. The Parties acknowledge that a breach of this provision may cause irreparable harm for which monetary damages may be inadequate, and the non-breaching Party may seek injunctive relief in addition to any other remedies available at law or equity.
Non-Circumvention; Subcontractor Relationship Protection. Buyer acknowledges that Seller may engage Subcontractors to perform portions of the Services and that Seller’s relationships, pricing, and commercial terms with such Subcontractors are Confidential Information. Buyer will not, during the term of this Agreement and for twelve (12) months thereafter, directly or indirectly solicit, contract with, or engage any Subcontractor introduced or used by Seller in connection with the Services to perform services that are the same as or substantially similar to the Services, except with Seller’s prior written consent. For clarity, this restriction applies regardless of whether Buyer seeks to engage such Subcontractor for a different brand, business unit, or affiliate, and regardless of whether Buyer engages such Subcontractor directly or through an intermediary.
Remedy. In addition to injunctive relief, Buyer agrees that Seller may recover liquidated damages equal to twelve (12) months of the applicable Subcontractor-related management fees paid by Buyer under the relevant SOW, which the Parties agree is a reasonable estimate of Seller’s damages.
No Waiver by Performance or Payment. X3 Digital’s performance of services, acceptance of payment, or continued engagement shall not constitute a waiver of the applicability of this Agreement or any of its terms.
Flow-Down of Prime Contract Terms. If X3 provides Services as a subcontractor to an agency or other third party (“Prime Contractor”), X3 agrees to comply with those provisions of the prime contract that directly relate to the Services performed by X3, provided that:
(i) such provisions are disclosed to X3 in writing prior to execution of the applicable Statement of Work, (ii) such provisions do not expand X3’s liability beyond the limitations set forth in this Agreement unless separately negotiated in writing, and (iii) X3 receives compensation commensurate with any increased obligations or risk. In no event shall X3 be deemed to assume obligations not expressly agreed to in writing. X3’s total liability in any subcontracted engagement shall remain subject to the limitation of liability provisions set forth in this Agreement, regardless of any broader liability assumed by the Prime Contractor in its agreement with its client. In the event of a dispute involving a Prime Contractor’s client that relates to Services performed by X3, X3 shall reasonably cooperate in the investigation and defense of such claim; provided that X3 shall not be required to assume defense or indemnification obligations beyond those expressly stated in this Agreement.
Additional Policies. This Agreement incorporates by reference X3’s related policies and supplemental terms, including the Terms of Service, Data Privacy Terms, Data Processing Addendum, Privacy Policy, Anti-Trafficking Statement, and Accessibility Statement, each available at x3digital.com and as updated from time to time. In the event of a conflict between this Agreement and any publicly posted policy, this Agreement shall control unless expressly stated otherwise.
23. Use of Name; Publicity
Client grants X3 a limited, non-exclusive right to use Client’s name and logo in X3’s customer lists and marketing materials solely to identify Client as a customer, including on X3’s website and in proposals, unless Client provides written notice objecting to such use. X3 will not issue a press release or publish a case study specifically featuring Client without Client’s prior written consent, which may be granted or withheld in Client’s discretion. Client may opt out of name or logo use only by written notice prior to execution of the applicable SOW.
Where the Services include deliverables intended for external distribution, Client acknowledges that X3 may request attribution in a commercially reasonable manner (for example, “Powered by X3 Digital” in non-intrusive footer text) only if expressly stated in the applicable SOW.
24. Notices
Except as otherwise provided in an SOW, any notice required or permitted under this Agreement must be in writing and will be deemed given when: (i) delivered personally; (ii) sent by nationally recognized overnight courier (with written confirmation of receipt); (iii) mailed by certified or registered mail, return receipt requested, postage prepaid; or (iv) sent by email to the notice email address specified in the applicable SOW (or, if none, to the primary business email used by the Parties in the relationship), provided that in each case the notice is addressed to the Party at its address or contact information set forth in the SOW or otherwise provided in writing. Either Party may update its notice address by written notice to the other Party.
25. Contact
Infinite Loop Designs, Inc. d/b/a X3 Digital
su*****@*******al.com
SEO SERVICES ADDENDUM
This SEO Services Addendum supplements and is governed by the X3 Master Services Agreement located at x3digital.com/terms-of-service (“Agreement” or “X3 MSA”). In the event of any conflict, this Addendum controls solely with respect to SEO services.
Seller shall provide organic search optimization services, which may include technical audits, implementation guidance, keyword research, content strategy, structured data recommendations, reporting, link-building strategy, and AI-search optimization strategy where applicable. Unless expressly stated in writing, Seller is not responsible for direct website development, CMS reconfiguration, hosting management, server configuration, plugin updates, security patches, or remediation of third-party code.
SEO performance depends on third-party search engines and factors outside Seller’s control. Seller does not guarantee rankings, traffic increases, revenue increases, AI citation inclusion, featured snippets, indexation, specific timeframes, or immunity from algorithm updates. Search engines may update algorithms at any time, and Seller shall not be liable for volatility in rankings, traffic, or visibility caused by algorithm changes, competitor activity, hosting instability, platform limitations, content issues, or Buyer refusal or delay in implementing recommendations. All SEO services are provided on a commercially reasonable efforts basis.
Buyer agrees to provide timely access to CMS, hosting, analytics, and search console platforms as reasonably required. Buyer remains responsible for implementation of recommendations unless otherwise contracted. Seller shall not be liable for performance limitations caused by delayed implementation, hosting issues, third-party plugins, CMS restrictions, or Buyer decisions to override strategic guidance.
Buyer is solely responsible for the accuracy and legality of all content, product claims, regulatory statements, and disclosures. Seller may rely on Buyer’s written confirmation that all materials are compliant and properly substantiated. Seller does not independently verify regulatory compliance or product claim substantiation.
Where backlink or digital PR strategies are deployed, Seller does not guarantee acceptance, publication, or permanence of third-party placements. Publisher editorial decisions and search engine treatment of backlinks are outside Seller’s control.
Analytics and SEO reporting rely on third-party systems including Google Analytics, Search Console, and other data platforms. Seller is not responsible for attribution discrepancies, API outages, cookie deprecation impacts, tracking loss, or data modeling limitations. Reports are directional and informational.
Invoices are due Net 30 with a five business day grace period. Late payments accrue interest at 1.5% per month or the maximum allowed by law. Seller may suspend services for non-payment, and Seller is not responsible for ranking or traffic impact caused by suspension. Ownership of deliverables transfers only upon full payment.
Liability for such services remains subject to Section 17 of the X3 MSA, and in no event shall liability exceed the limitations set forth therein. Seller shall not be liable for indirect, consequential, lost profit, or business interruption damages. For avoidance of doubt, Sections 12 (Fees and Payment), 17 (Limitation of Liability), and 19 (Term and Termination, including Minimum Commitment for Recurring Services where applicable) of the X3 MSA apply to the Services under this Addendum unless the applicable SOW expressly states otherwise.
WEBSITE MAINTENANCE ADDENDUM
This Website Maintenance Addendum supplements and is governed by the X3 Master Services Agreement located at x3digital.com/terms-of-service (“Agreement” or “X3 MSA”). In the event of conflict, this Addendum controls solely for website maintenance services.
Seller shall provide website maintenance services as defined in the applicable SOW, which may include routine updates, plugin updates, minor content changes, security monitoring, performance checks, and technical support within allocated monthly hours. Maintenance services do not include full redesigns, new feature development, third-party software debugging, infrastructure rearchitecture, hosting migration, or custom development unless separately scoped.
Buyer remains solely responsible for hosting accounts, domain registration, DNS configuration, third-party licenses, SSL certificates, email systems, and external software subscriptions unless expressly contracted. Seller is not responsible for downtime caused by hosting providers, CDN failures, server outages, cyberattacks, third-party software vulnerabilities, or force majeure events.
Seller shall not be liable for website issues resulting from Buyer-installed plugins, third-party integrations, external code modifications, or access granted to other vendors. If Buyer authorizes third-party access to the website environment, Seller shall not be responsible for damage, conflicts, or security incidents arising from such access.
Maintenance services are reactive and preventative within reasonable industry standards but do not constitute a warranty against cyber intrusion, data loss, malware infection, platform deprecation, or software incompatibility. Buyer is responsible for maintaining backups unless separately contracted. Seller does not guarantee uninterrupted website availability.
Invoices are due Net 30 with a five business day grace period. Late payments accrue interest at 1.5% per month or the maximum allowed by law. Seller may suspend maintenance services for non-payment and shall not be responsible for website performance degradation during suspension. Ownership of deliverables transfers only upon full payment.
Liability for such services remains subject to Section 17 of the X3 MSA, and in no event shall liability exceed the limitations set forth therein. Seller shall not be liable for indirect, consequential, lost revenue, or data loss damages. For avoidance of doubt, Sections 12 (Fees and Payment), 17 (Limitation of Liability), and 19 (Term and Termination, including Minimum Commitment for Recurring Services where applicable) of the X3 MSA apply to the Services under this Addendum unless the applicable SOW expressly states otherwise.
WEBSITE DEVELOPMENT ADDENDUM
This Website Development Addendum supplements and is governed by the X3 Master Services Agreement located at x3digital.com/terms-of-service (“Agreement” or “X3 MSA”) and controls solely with respect to website development services.
Seller shall provide website design and development services as defined in the applicable SOW. Development scope includes only the features, integrations, and functionality expressly outlined in the SOW. Any request outside the defined scope constitutes a change request and must be approved in writing prior to commencement.
Timelines are estimates dependent upon timely Buyer approvals, content delivery, hosting access, and feedback cycles. Delays caused by Buyer shall automatically extend deadlines without penalty to Seller.
Buyer is responsible for providing final approved content, brand assets, legal disclosures, regulatory language, product claims, privacy policies, and compliance documentation. Seller may rely on Buyer’s confirmation that all materials are lawful and authorized.
Upon final delivery, Buyer shall have a defined review period (if specified in the SOW) to identify material defects. Absent written notice of defects within that period, the project shall be deemed accepted.
Seller does not warrant that the website will be free from bugs, security vulnerabilities, third-party software conflicts, hosting failures, browser changes, or platform updates. Seller does not guarantee compatibility with future versions of CMS platforms, plugins, browsers, or devices.
Buyer is responsible for ongoing hosting, server maintenance, third-party licensing, and security monitoring unless separately contracted. Seller is not liable for cyberattacks, data breaches, hosting outages, or third-party platform failures.
Ownership of final deliverables transfers only upon full payment. Seller retains ownership of pre-existing tools, frameworks, code libraries, methodologies, and proprietary systems.
Liability for such services remains subject to Section 17 of the X3 MSA, and in no event shall liability exceed the limitations set forth therein. Seller shall not be liable for lost profits, revenue interruption, or consequential damages. For avoidance of doubt, Sections 12 (Fees and Payment), 17 (Limitation of Liability), and 19 (Term and Termination, including Minimum Commitment for Recurring Services where applicable) of the X3 MSA apply to the Services under this Addendum unless the applicable SOW expressly states otherwise.
