Terms of service.

These Terms of Service, together with the Schedules below, the Privacy Policy, and the Purchase Policy (collectively, the “Agreement”) constitute a legally binding agreement between SetupBots LLC, a limited liability company doing business as Keeden (“Keeden,” the “Company,” “we,” or “us”), and the person or entity identified at checkout (“Client,” “you”).

You accept this Agreement by checking the acceptance box and completing checkout, by placing any subsequent order for Services (each, an “Order”), or by continuing to use the Services after notice of amendment as provided in Section 18. Each Order incorporates this Agreement and the applicable Schedule by reference and forms a contract upon Company's acceptance of the Order. No additional signature is required; you consent to contract electronically under applicable law, including the U.S. E-SIGN Act. The individual accepting this Agreement represents and warrants that they have authority to bind the Client entity.

Company will deliver to Client a record of each Order and the version of this Agreement accepted, and will retain such records for the duration of the relationship and thereafter for as long as required by applicable law.

• “Services” means the website design, development, hosting, maintenance, and related services described in the Schedules, as identified in Client's Order(s).
• “Site” means the website designed, built, and hosted by Company for Client under this Agreement.
• “Deliverables” means the site-specific work product created by Company for Client under this Agreement, excluding Platform Materials.
• “Platform Materials” means Company's pre-existing and independently developed software, tools, components, templates, frameworks, and know-how, including all modifications and derivatives thereof.
• “Client Content” means all content furnished or approved by Client for use in the Site, including logos, trademarks, photographs, text, and business information.
• “Client Data” means data submitted by visitors through the Site, including lead and form submissions.
• “Buyout” means Client's purchase of the Site pursuant to Section 8.3.
• “Work Order” means a discrete unit of development or modification work requested by Client beyond the included scope of Client's plan.

Company shall perform the Services identified in Client's Order(s) in a professional and workmanlike manner. The initial homepage design (the “Initial Design”) is prepared prior to payment; Client's approval of the Initial Design at checkout constitutes acceptance of the Initial Design and authorization to commence the full build. Additional services — development hours, advertising management, search-engine optimization and content services, and additional pages — may be added by subsequent Order and are governed by the applicable Schedule.

• 4.1 Initial Term. Subscription plans carry an initial term of eighteen (18) months from the date of first payment (the “Initial Term”), billed in monthly cycles. Following the Initial Term, the subscription continues month to month until cancelled.
• 4.2 Cancellation. Notwithstanding Section 4.1, Client may cancel at any time, including during the Initial Term, via the dashboard or by written notice to support@keeden.com. Cancellation takes effect at the end of the then-current billing cycle. Company does not charge early-termination fees and does not require retention calls.
• 4.3 Effect of Cancellation. Upon the effective date of cancellation prior to a completed Buyout: (a) all licenses granted to Client in the Site terminate; (b) Company will remove the Site from public availability; and (c) Client Content and Client Data remain exportable by Client as provided in Section 9. Company may retain Client Content following cancellation to facilitate reinstatement should Client return, subject to Client's deletion rights under the Privacy Policy.
• 4.4 Suspension for Non-Payment. If any amount remains unpaid fourteen (14) days after its due date, Company may suspend performance; if unpaid thirty (30) days after its due date, Company may remove the Site from public availability until the account is brought current. Company does not delete Client Content by reason of non-payment alone.

• 5.1 Fees are billed monthly in advance, per Site, to the payment method on file. Add-on services are billed on the same invoice. Work Orders are billed in arrears upon completion.
• 5.2 Mid-cycle additions and adjustments are prorated onto the next invoice. Amounts are disclosed in the dashboard prior to billing.
• 5.3 Advertising budgets elected at checkout commence billing when the Site is first published, and thereafter bill monthly with the plan.
• 5.4 Company may modify pricing upon not less than thirty (30) days' prior written notice. Modified prices apply automatically to existing subscriptions beginning with the first billing cycle after the notice period, and are never retroactive. Continued use of the Services after the effective date constitutes acceptance of the modified pricing; a Client who does not accept may cancel before the effective date under Section 4.2.
• 5.5 Fees are exclusive of applicable taxes, which Client is responsible for, excluding taxes on Company's income.
• 5.6 Refunds are governed by the Purchase Policy, which is incorporated by reference.

• 6.1 Client shall timely furnish or approve all Client Content. Absent delivery of additional materials, Client authorizes Company to use materials Client's business has made publicly available. Delays attributable to Client's failure to furnish content or feedback extend the applicable delivery targets accordingly.
• 6.2 Client represents and warrants that: (a) Client owns or holds all rights necessary to use and license the Client Content as contemplated herein; (b) the Client Content does not infringe or misappropriate the rights of any third party; and (c) all information provided to Company is accurate.
• 6.3 Client grants Company a non-exclusive, royalty-free license to use, reproduce, and display the Client Content solely as necessary to perform the Services.
• 6.4 Client is responsible for maintaining the confidentiality of its account credentials and for all activity under its account.

• 7.1 Client's plan includes three (3) design review rounds: round one applies to the Initial Design prior to payment; rounds two and three occur during buildout. One (1) alternate initial design is available and, if elected, consumes round one. Review feedback within a round shall be submitted as a consolidated set of requested changes.
• 7.2 Deliverables submitted to Client for review shall be deemed accepted unless Client delivers written notice of material non-conformance within seven (7) days of submission. Upon deemed or express acceptance, work proceeds to the next phase.
• 7.3 Delivery timeframes communicated by Company (including the target of one to two business days for the Initial Design) are good-faith estimates, not guaranteed completion dates.

• 8.1 Client Content. As between the parties, Client retains all right, title, and interest in the Client Content and the Client Data at all times.
• 8.2 Subscription License. During the subscription and prior to a completed Buyout, Company retains ownership of the Deliverables and the Site, and grants Client a non-exclusive, non-transferable license to use the Site for the operation of Client's business.
• 8.3 Buyout. Buyout is available beginning in the third (3rd) month of the subscription, at the base price stated in Client's Order or dashboard, as reduced by the accrued Buyout Credit (Section 8.8) and together with the Transfer & Handoff Fee (Section 8.9). Upon Company's receipt of the amounts due in full, Company hereby assigns to Client all right, title, and interest in the Deliverables, and shall furnish to Client (a) an export of the Site's code as a standalone build (repository transfer or archive), and (b) an export of the Client Data in CSV or a substantially similar machine-readable format.
• 8.8 Buyout Credit. Fifty percent (50%) of each monthly plan payment (including per-page add-ons) during the Initial Term, and twenty-five percent (25%) thereafter, accrues as a credit against the Buyout base price (the “Buyout Credit”). Ten percent (10%) of amounts paid for Work Orders and prepaid development hours accrues additionally. Advertising budgets, management fees, and SEO service fees do not accrue credit. Credit accrues until the Buyout price reaches the minimum in Section 8.9; the base price is never increased by reason of additions or improvements to the Site. The current Buyout price is displayed in the dashboard. The Buyout Credit has no cash value, applies solely toward a Buyout, and is forfeited in its entirety upon cancellation of the subscription without a Buyout.
• 8.9 Buyout Minimum; Off-Platform Handoff. (a) The Buyout price is never less than $299, regardless of accrued Buyout Credit. (b) Each export or migration of the Site off Company's platform adds a $300 source-code handoff charge — covering the time, labor, and instructions of the standalone build, forms detachment, and data export — whether performed with the Buyout (a minimum of $599 total) or at any later time following a Buyout. Neither the minimum nor the handoff charge is waived or reduced.
• 8.4 Platform Carve-Out. Platform Materials are not assigned under any circumstance. To the extent Platform Materials are embedded in the exported Site, Company grants Client a perpetual, non-exclusive, royalty-free license to use them solely as incorporated in the Site.
• 8.5 Payment Reversal. The assignment in Section 8.3 is conditioned on final, irrevocable payment. Any chargeback, reversal, or dishonor of the Buyout payment renders the assignment void ab initio until all amounts are restored in full.
• 8.6 License-Back; Improvement of Services. Client grants Company a perpetual, irrevocable, non-exclusive, royalty-free license to (a) retain archival copies of the Deliverables; and (b) use the Deliverables — excluding Client Content and Client Data — including their code, structures, and layouts, to develop, improve, and train Company's internal tools, templates, and machine-learning models. Company shall not publicly republish the Site and shall not reuse Client Content. Clients subscribed to the HIPAA plan are excluded from model-training uses in their entirety.
• 8.7 Portfolio. Company may identify Client and display the completed Site in Company's portfolio and marketing materials. Client may revoke this permission at any time by written notice to support@keeden.com, and Company shall comply within a commercially reasonable period.

• 9.1 Continued Hosting. Following a Buyout, Client may elect continued managed hosting at $49 per month, comprising hosting, the forms backend, a database allowance, notifications, and platform maintenance. Hosting is never provided free of charge while the Site remains on Company's platform. Continued hosting does not include site-editing labor; modifications are performed as Work Orders at the rate in Schedule B.
• 9.2 Self-Hosting. Alternatively, Client may host the exported Site independently. Upon transfer off Company's hosting: (a) Company's hosting, uptime, maintenance, and support obligations terminate; (b) the exported build is standalone — its forms are detached from Company's systems and dashboard features cease; and (c) subsequent assistance is available as Work Orders at the rate in Schedule B.
• 9.3 Export. Client Content and Client Data are exportable by Client via the dashboard during the subscription and remain exportable following cancellation for as long as Company retains them under the Privacy Policy. Company imposes no time-based forfeiture of Client's access to its own data.

• 10.1 Plans include monthly maintenance hours (three (3) on Basic; five (5) on Advanced). Included hours reset each billing cycle and do not roll over.
• 10.2 All Work Orders are estimated in advance and require Client's approval of the estimate prior to commencement. Estimates are expressed as hour ranges and are good-faith projections, not fixed quotes. Work Orders are billed at $80 per hour and invoiced upon completion.
• 10.3 New forms, wizards, and comparable functional additions are offered at flat prices quoted and approved in advance.

Standard plans are not designed or offered for the creation, receipt, maintenance, or transmission of protected health information (“PHI”) as defined under HIPAA. Client shall not cause or permit PHI to be processed through a standard plan. Clients subject to HIPAA must enroll in Company's HIPAA plan, which includes a dedicated database, execution of a Business Associate Agreement, and human-led configuration. No Business Associate relationship arises under a standard plan. If Company becomes aware of PHI on a standard plan, Company will notify Client and cooperate in migrating Client to an appropriate configuration.

Privacy-policy, terms, and similar pages furnished with the Site are AI-drafted templates provided as a convenience. Company is not a law firm, does not practice law, and provides no legal advice or legal services. Client is solely responsible for its own legal compliance, acts as the controller of its visitors' data, and should have all templated legal pages reviewed by its own attorney prior to reliance.

Company makes no representation, warranty, or guarantee regarding search-engine rankings, traffic, lead volume, conversion, or revenue, and no statement of Company — on its website, in its dashboard, or otherwise — shall be construed as such a guarantee. Advertising and search-optimization outcomes depend on factors outside Company's control, including third-party platforms, market conditions, and Client's offering.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES, THE SITE, AND ALL DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY OF UNINTERRUPTED OR ERROR-FREE OPERATION.

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY; AND (B) COMPANY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NOTHING IN THIS AGREEMENT LIMITS LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

Client shall defend, indemnify, and hold harmless Company and its members, managers, and employees from and against any third-party claim, and all resulting damages, costs, and reasonable attorneys' fees, arising out of (a) the Client Content, including any claim of infringement or misappropriation; (b) Client's products, services, or business operations; or (c) Client's breach of this Agreement, including Section 11.

This Agreement is governed by the laws of the State of Arizona, without regard to its conflict-of-laws principles. Prior to initiating any proceeding, the parties shall attempt in good faith to resolve any dispute by written notice to support@keeden.com and direct negotiation for a period of not less than thirty (30) days. Subject to the foregoing, the state and federal courts located in Maricopa County, Arizona shall have exclusive jurisdiction, and each party consents to personal jurisdiction and venue therein.

Company may amend this Agreement from time to time. For material amendments, Company will provide notice to Client's email of record not less than fourteen (14) days before the effective date. Client's continued use of the Services after the effective date constitutes acceptance. The “Last updated” date above reflects the most recent amendment.

• 19.1 Order of Precedence. If the parties execute a separate written agreement signed by both parties, that agreement controls to the extent of any conflict with this Agreement. Otherwise, in the event of conflict: an accepted Order controls over a Schedule, and a Schedule controls over these general terms, in each case solely with respect to its subject matter.
• 19.2 Assignment. Client may not assign this Agreement without Company's prior written consent, except to a successor in a merger or sale of substantially all assets. Company may assign to an affiliate or successor.
• 19.3 Force Majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.
• 19.4 Severability; Waiver. If any provision is held unenforceable, the remainder continues in effect. A failure to enforce is not a waiver.
• 19.5 Notices. Notices to Company: support@keeden.com. Notices to Client: the email of record.
• 19.6 Entire Agreement. This Agreement, together with accepted Orders, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior discussions.
• 19.7 Acceptable Use. Client shall not attempt to breach, overload, or disrupt Company's website or systems, and shall not submit unlawful material through Company's forms. Pre-purchase inquiries do not create a contract. The content, design, and code of keeden.com are the property of Company.

• A-1. Plans include the page counts and features identified at checkout (Basic: up to ten (10) pages; Advanced: nineteen (19) curated pages, up to twenty-four (24)). Additional pages beyond plan inclusion are $10 per month each, or $100 one-time on buy-outright purchases.
• A-2. Design reviews and acceptance are governed by Section 7. Timeline targets are estimates per Section 7.3.
• A-3. Hosting, SSL provisioning, and platform maintenance are included during the subscription.
• A-4. Lead-capture forms and the lead-gen wizard identified in the plan are included. Client Data captured through them is Client's property per Section 8.1.

• B-1. The standard development rate is $80 per hour. Prepaid monthly hour blocks are offered at discounted rates decreasing with volume to $50 per hour at forty (40) hours per month, as displayed at purchase.
• B-2. Prepaid hours reset each billing cycle, do not roll over, and are not refunded if unused; the discounted rate constitutes the consideration for the monthly commitment.
• B-3. All work performed against hours is subject to the estimate-and-approval requirements of Section 10.2.

• C-1. Advertising budgets are subject to a $1,000 per month minimum, are billed with the plan per Section 5.3, and are remitted to the advertising platforms net of a management fee of up to twenty percent (20%) of budget.
• C-2. The management fee covers campaign management and A/B testing, landing-page development, ad-account setup, and one (1) ad creative per month per $1,000 of monthly budget. Client may supply its own creative.
• C-3. AI-produced video creative is offered at $799 per video per month as a recurring monthly order of the elected quantity, adjustable or cancellable monthly. Budgets of $4,000 per month and above include one (1) video per month at no additional charge.
• C-4. Budgets may be adjusted or terminated effective any billing cycle; adjustments prorate per Section 5.2. Amounts already remitted to advertising platforms are not recoverable; unspent budget on termination is credited or refunded per the Purchase Policy.
• C-5. Advertising platforms' policies are those of the respective platforms. Company does not guarantee ad approval, delivery, or performance (Section 13). Upon rejection or removal of an ad by a platform, Company will cooperate with Client on a compliant replacement.

• D-1. SEO and blogging support plans range from $199 to $1,200 per month; deliverables for the elected tier are identified in the dashboard at subscription.
• D-2. Company reports performance using median-based and year-over-year measurements in the dashboard.
• D-3. Section 13 applies in full to all services under this Schedule. No ranking, traffic, or revenue outcome is promised or guaranteed.

Questions regarding this Agreement may be directed to support@keeden.com.