Master Services Agreement
Effective Date: August 5, 2025
This Master Services Agreement (“Agreement”) is entered into as of the date of the first payment by Client (the “Effective Date”) by and between ClickAVL, LLC (d/b/a Click180) (“Provider”) and the individual or entity purchasing services under Provider’s pricing plans (Starter, Deluxe, Premium) as described on Pricing. Provider and Client are each a “Party” and collectively the “Parties.”
1. SERVICES
Provider shall provide the website Services in accordance with the plan selected by Client. A full description of Services, deliverables, and plan features is available here Pricing.
2. FEES AND PAYMENT
2.1 Setup Fees. Due upon execution of this Agreement and before Services begin. Setup fees are non-refundable.
2.2 Monthly Fees. Monthly subscription fees are billed in advance on a month-to-month basis. Client authorizes Provider to store and automatically charge the payment method on file on the same calendar day each month. An itemized invoice/receipt will be emailed each cycle; upon successful charge it will reflect Paid. If no valid payment method is on file, an invoice will be issued instead.
2.3 Payment Terms. Fees due within 15 days of invoice; late payments incur 1.5% monthly interest.
2.4 Taxes. Client pays applicable taxes (excluding Provider’s income taxes).
2.5 Payment Authorization. Client expressly authorizes recurring charges for Monthly Fees and any approved add-ons to the payment method on file until cancellation per Section 3. Client may update or revoke the payment method at any time; revocation does not waive amounts already due.
3. TERM AND TERMINATION
3.1 Term. This Agreement begins on the Effective Date and renews month-to-month with no minimum commitment.
3.2 Cancellation. Client may cancel anytime by emailing info@clickavl.com or by calling by phone. By default, cancellation takes effect at the end of the current billing period; no early-termination fees.
Immediate shut-off (optional).
At Client’s request, Provider will disable the site immediately (or within one business day). Charges are not prorated; billing continues through the current period.
3.3 Effect of Cancellation/Termination. Recurring charges stop after the current billing period; setup fees and prior charges are non-refundable. Upon Client request within 30 days after cancellation, Provider will deliver a one-time export of Client Content only in commonly used formats (e.g., WordPress WXR/XML for pages/posts, CSV for form submissions, and a ZIP of Client-provided media).
For clarity, the export will not include the website theme, templates/layouts, CSS/JS, build tooling, proprietary plugins/components, or server configurations. After 30 days, Provider may delete remaining copies in the ordinary course of business.
4. CLIENT OBLIGATIONS
4.1 Content and Access. Client provides existing text, images, logos, brand guidelines, credentials, and other materials. If unavailable, Provider will supply color palettes, logos, AI-generated copy, and royalty-free images as part of the chosen plan.
4.2 Approvals. Client reviews and approves deliverables within 5 business days; delays may be billed.
5. INTELLECTUAL PROPERTY
5.1 Client Content. “Client Content” means text, copy, images, logos, video, and data provided by Client or created for Client’s use during the Services (excluding the Click180 Platform and any third-party stock/licensed assets). Client owns Client Content, subject to third-party license terms.
5.2 Click180 Platform; Ownership & License. “Click180 Platform” means Provider’s hosted environment, themes, templates/layouts, page designs, stylesheets (CSS), scripts (JS), proprietary plugins/components, build tooling, and server configurations. Provider retains all right, title, and interest in the Click180 Platform and other Provider materials. During the Term, Provider grants Client a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use the Click180 Platform solely to operate Client’s website as hosted by Provider. No ownership of the theme/layout/templates/code transfers to Client, and the license automatically terminates upon cancellation or nonpayment. Client will not copy, extract, download, reverse-engineer, or use the Click180 Platform outside Provider’s hosted environment.
5.3 Stock & Third-Party Assets. Stock photos, icons, fonts, and similar assets licensed by Provider are not transferable. Upon request, Provider will identify such assets so Client may obtain its own licenses.
5.4 Optional Buyout. If the Parties later agree in writing, Provider may grant Client a perpetual license or assignment to specified custom code/templates for a separate buyout fee. Any buyout excludes Provider’s proprietary components, build tooling, and third-party licensed assets.
6. CONFIDENTIALITY
Each Party keeps the other’s proprietary information confidential for 3 years post-termination.
7. WARRANTIES; DISCLAIMERS
7.1 Mutual Warranties. Each Party has the authority to enter this Agreement.
7.2 Provider Warranty. Services performed professionally and workmanlike.
7.3 Disclaimer. Services provided “as is” without implied warranties.
8. LIMITATION OF LIABILITY
Neither Party liable for indirect or special damages; Provider’s liability capped at fees paid in the preceding 6 months.
9. INDEMNIFICATION
9.1 By Provider. Defend Client against claims from Provider’s gross negligence or willful misconduct.
9.2 By Client. Defend Provider against claims from Client Materials or Client breach.
10. GOVERNING LAW; DISPUTE RESOLUTION
This Agreement governed by North Carolina law; disputes resolved in Buncombe County courts.
11. MISCELLANEOUS
11.1 Independent Contractors. No partnership or agency.
11.2 Assignment. No assignment without consent, except to successor.
11.3 Entire Agreement. This Agreement and Change Orders supersede prior discussions.
11.4 Amendments. Must be written and signed by both Parties.
11.5 Notices. Email is the default. Send to Provider at info@clickavl.com and to Client at the billing contact email on file. Email is deemed received on acknowledgment or 24 hours after sending if no bounce. If email fails, deliver by hand or certified mail to the last physical address on file; deemed received on delivery. Either Party may update notice details by email.