Service Agreement

This Agreement is between Blue Peak Digital AI ("Blue Peak", "we", "us") and the customer identified in the applicable SOW ("Customer", "you"). Each is a "Party."

This Master Service Agreement sets the general terms under which Blue Peak Digital AI provides digital services (websites, AI development, redesign, SaaS/web apps, e-commerce, dashboards, automation, integrations, SEO, optimization, hosting, and maintenance/support) to the Customer through one or more Statements of Work.

Services are the professional services described in an SOW: strategy, design, development, integration, deployment, and related support. Blue Peak will perform Services in a professional and workmanlike manner consistent with industry standards.

Each engagement is documented in a separate SOW that incorporates this Agreement. The SOW defines project-specific scope, deliverables, timeline, price, and payment schedule. Multiple SOWs may be executed under this Agreement.

Scope is defined exclusively by the SOW (included features, pages, integrations, deliverables). Ambiguities are resolved by written change request (§7).

Anything not expressly included in the SOW is excluded. Common exclusions are listed in the SOW (e.g., copywriting, photography, paid ad spend, custom backend beyond stated scope).

Changes to agreed scope require a written change request (email or change order). Approved changes may adjust price and timeline and take effect once agreed. Blue Peak is not obligated to perform out-of-scope work without agreed compensation.

The Customer will: provide accurate information; make decisions timely; supply required content, branding, credentials, and access; obtain rights to customer-provided materials; and cooperate in good faith.

The Customer will provide, by the dates in the SOW: content, brand assets, logins/API keys for connected services (handled per §33/§44), and timely approvals. Delays affect timeline (§11) and may trigger the stalled process (§12).

Estimated start/completion and milestones are in the SOW. Timelines are estimates dependent on mutual cooperation and the Customer meeting responsibilities.

Delays from late content, feedback, approvals, or access extend delivery and do not entitle a refund of earned work. Blue Peak will remind the Customer of outstanding items.

A project is stalled after 30 consecutive calendar days without required customer feedback, content, access, payment, or approval. Before placing a project on hold or requiring reactivation, Blue Peak will make reasonable attempts to contact the Customer (e.g., reminders approximately on day 7, day 15, and day 25). Earned work through the stall date remains due; reactivation does not require a re-engagement fee by default (none) and may require an updated timeline.

Payments follow the Refund, Cancellation & Payment Terms and the SOW. Default structure: 50% initial payment to begin, 50% remaining balance before final Production launch/transfer/handoff. A specific SOW may override this structure when explicitly stated.

Unless the SOW states otherwise, the initial 50% is due to commence work; the remaining 50% is due before final launch/handoff.

An SOW may specify milestone payments instead of (or in addition to) the 50/50 default. Milestone payments are earned on delivery of that milestone for review.

If a payment fails, is reversed, or is not made by the due date, Blue Peak sends a written reminder. The Customer has a 10 calendar-day cure period. After the cure period, Blue Peak may pause work (§17). Collection remedies are subject to the governing agreement and applicable law.

After the cure period, Blue Peak may suspend development, pause environments, and stop deliveries until the account is current. Suspension does not cancel the engagement or relieve payment for earned work.

The Blue Peak Digital AI Refund, Cancellation & Payment Terms are incorporated by reference and govern refunds, cancellation, earned-vs-refundable allocation, third-party costs, and ownership on cancellation.

Default: 2 reasonable revision rounds for each major review milestone, unless the SOW states otherwise. Additional revisions or material scope changes require a written change request and may affect price/timeline. Revision requests do not pause payment-due dates unless agreed.

"Major review milestones" are those identified in the SOW (e.g., design approval, customer review). The 2-round default applies per such milestone.

Beyond included rounds, revisions are handled as change requests (§7) with associated fees/timeline impact agreed in writing.

Deliverables are submitted for Customer review at each milestone. The Customer may request revisions within the included rounds or approve. Approval gates are defined in the SOW and mapped to the project lifecycle (Appendix A).

Approval at each gate (e.g., requirements, planning, owner review, customer review, launch authorization) confirms the corresponding phase is accepted and authorizes progression.

IP is allocated as follows: Blue Peak retains pre-existing IP, reusable frameworks, and know-how; the Customer receives owned/licensed rights to paid final deliverables after final payment; third-party components remain under their own licenses; customer-provided content remains the Customer's.

Upon full payment, the Customer receives ownership/rights to the specifically identified final deliverables per the SOW. Until full payment, Blue Peak retains ownership and control of unpaid deliverables.

Blue Peak retains all rights in its pre-existing tools, frameworks, reusable components, methods, and know-how, including generalized code not specific to the deliverable.

Blue Peak may reuse general frameworks, libraries, and components across engagements; these remain Blue Peak IP and are licensed (not transferred) to the Customer as part of the deliverable.

Deliverables may include open-source software subject to their own licenses (e.g., MIT). The Customer receives rights under those licenses; this does not transfer Blue Peak's separate IP.

Third-party assets (fonts, plugins, APIs, paid software) are licensed to the Customer per the provider's terms; separate licenses may be required and are the Customer's responsibility.

The Customer represents it has rights to all provided content and grants Blue Peak a license to use it for the engagement. The Customer retains ownership of its provided materials.

Blue Peak Digital AI may use AI-assisted tools for development, design, research, analysis, automation, copy/content assistance, testing, and support. Clarifications:

• AI output may require human review.
• AI output is not guaranteed unique, complete, or error-free.
• Blue Peak will use reasonable professional review appropriate to the service.
• The Customer must review and approve all customer-facing final content.
• The Customer should not rely on Blue Peak AI output as legal, medical, financial, or other regulated professional advice.
• Third-party AI services (e.g., OpenRouter) may process information according to their own privacy/security terms.

Blue Peak does not warrant AI-generated output is original, non-infringing, or error-free.

Engagements may rely on third-party services. Their availability, pricing, and terms are outside Blue Peak's control (see §33–§41, §42).

Payments are processed via Stripe. Stripe's terms govern card processing; Blue Peak does not store card data.

Data may be stored via Supabase. Customer data handling follows the Privacy Policy and Supabase's terms.

Hosting/deployment may use Vercel. Vercel terms and any usage costs apply.

Automation workflows may use n8n. Configuration and any associated compute are per the engagement.

SMS/communication features may use Twilio; Twilio terms and messaging costs apply.

Email features may use Resend; Resend terms and sending costs apply.

AI features may use OpenRouter or similar providers; their terms and token costs apply.

Additional providers are governed similarly: their terms and pass-through costs apply; Blue Peak is not liable for provider terms changes.

Blue Peak is not liable for failures, outages, or term changes of third-party providers, provided Blue Peak uses reasonable care in selection and configuration.

Blue Peak applies reasonable technical and organizational measures to protect systems and data it controls. The Customer is responsible for securing its own accounts, credentials, and end-user data it provides.

Blue Peak will not store customer secrets in deliverables; secrets are handled via secure configuration. The Customer must not embed secrets in content it provides.

Blue Peak maintains reasonable backups of systems it controls. The Customer is responsible for backing up its own source content. No fixed backup-retention period is represented until the owner and legal reviewer approve one.

Personal data handling follows the Blue Peak Digital AI Privacy Policy and applicable law.

Ongoing maintenance/support is provided only under a separate maintenance SOW/plan. This Agreement does not create a universal auto-renew obligation.

Maintenance, hosting management, automation management, or support are governed by the specific service plan/SOW. Blue Peak Digital AI offers standard maintenance plans — Monthly and Quarterly — each with a fixed billing frequency and a 30-day written cancellation notice (billing stops after the notice period). There is no universal automatic renewal. If automatic renewal is introduced for any plan, California Automatic Renewal Law (ARL) compliance becomes a required launch gate before activation. Hosting and third-party subscriptions are pass-through (§13) and governed by their providers.

Services are provided "as is" without warranties beyond those expressly stated. Blue Peak disclaims implied warranties to the maximum extent permitted by law.

To the maximum extent permitted by applicable law, neither party is liable for indirect, incidental, special, or consequential damages. Blue Peak's aggregate liability arising out of or related to an engagement is limited to the fees paid or payable under the applicable SOW. This limitation does not apply to, and no exclusion is attempted for: fraud; willful misconduct; gross negligence; violations of law; or a party's indemnification obligations.

Narrow mutual third-party-claims structure:

• Customer indemnifies Blue Peak for third-party claims arising from: Customer-provided content/materials; Customer instructions; infringement caused by Customer-provided material; the Customer's unlawful use; or the Customer's breach or misconduct (where appropriate).
• Blue Peak indemnifies the Customer for appropriate third-party claims arising from: Blue Peak-created final deliverables infringing third-party rights (subject to stated exclusions); or Blue Peak's own unlawful acts/misconduct (where appropriate).
• Procedure: prompt written notice; reasonable cooperation; controlling party directs the defense; settlements require the defending party's consent (not to be unreasonably withheld).

Each party's indemnity is conditioned on the claiming party's compliance with the procedure above.

This Agreement begins on the effective date and continues until terminated. SOWs have their own duration.

Either party may terminate for material breach uncured after notice, or the Customer may cancel per the Refund/Cancellation Terms. Blue Peak may terminate for misuse, unlawful use, or non-cooperation in bad faith.

On termination/cancellation: Customer pays for earned work; Blue Peak delivers paid/earned work; unpaid work remains Blue Peak's; third-party costs incurred are non-refundable; ownership transfers per §25 only upon full payment.

No mandatory arbitration. Process: (1) written notice of dispute; (2) 30-day good-faith direct-resolution period; (3) optional mediation only by mutual agreement; (4) if unresolved, California courts of competent jurisdiction. Statutory and nonwaivable rights are preserved, including any qualifying small-claims matter.

This Agreement and any engagement are governed by the laws of the State of California. The parties submit to the jurisdiction of the state and federal courts located in Los Angeles County, California, except for qualifying small-claims matters and any exception required by applicable law.

Signatures may be electronic (including accepted SOWs, emails, or checkout acknowledgments) and have the same effect as handwritten signatures. Standard e-sign workflow (owner decision, not a legal conclusion): the SOW is sent to the Customer → Customer takes affirmative acceptance (no pre-checked boxes) → Blue Peak representative signs → checkout acknowledgment records acceptance → system stores the accepted document version/date, acceptance timestamp, and customer identity/email, and the Customer may retain/download the accepted document.

This Agreement + SOWs + incorporated Refund/Cancellation & Payment Terms + Privacy Policy + Terms constitute the entire agreement, superseding prior discussions.

For any conflict, the following order governs:

1. Statement of Work (project-specific terms)

2. Service Agreement (this document)

3. Refund, Cancellation & Payment Terms (payment/refund/cancellation matters)

4. Terms (general site/engagement terms)

5. Privacy Policy (data handling)

For payment/refund/cancellation specifically, the Refund, Cancellation & Payment Terms control even over conflicting general SA language.

Amendments must be in writing and signed by both Parties (or executed via an approved electronic process). Blue Peak may update general Terms/Policies; SOW-specific terms are fixed unless amended.

Maps agreement approvals to the Blue Peak Digital AI automated project lifecycle (read-only reference; lifecycle not modified).

| Lifecycle state | Corresponding acceptance / gate |

|---|---|

| created | SOW executed + initial 50% payment received |

| requirements_needed → requirements_complete | Customer provides requirements; Blue Peak marks complete |

| onboarding | Customer onboarding info collected |

| planning → (planning approved) | Customer/owner approves plan (owner gate) |

| in_development | Work begins after plan approval |

| internal_qa | Blue Peak internal QA pass |

| owner_review → (approved) | Owner internal review approval |

| customer_review → (approved) | Customer approval gate (major milestone; revision rounds apply) |

| revision_requested | Change request opened; additional work per §7/§19 |

| approved | Customer approved final build |

| ready_to_deploy → deploy_authorized | Owner launch authorization |

| deployed | Production deployment performed |

| handoff | Handoff checklist prepared; credentials/docs ready |

| completed | Final acceptance + handoff acknowledged; ownership transfers on full payment |

| blocked / on_hold | Stalled (§12) or issue; work may pause |

| cancelled | Per Refund/Cancellation Terms; earned work billed |

Contact: digital@bluepeakaiagency.com