Terms of Service

1. ACCEPTANCE OF TERMS

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and BuildTower.ai, a division of Modriki ("BuildTower," "we," "us," or "our"), governing your access to and use of our website design, development, and digital marketing services.

By signing a Pre-Launch Approval Document, Service Agreement, or otherwise engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you may not use our services.

2. SERVICES OFFERED

2.1 Service Description

BuildTower provides AI-powered web agency services including but not limited to:

• Custom website design and development
• Search Engine Optimization (SEO)
• AI Engine Optimization (AEO)
• Content creation and copywriting
• Blog setup and automated content generation
• Google Analytics 4 and Tag Manager implementation
• Website hosting and maintenance
• Performance monitoring and optimization
• Technical support

2.2 Service Tiers

Services are offered in three primary tiers:

• Starter Plan: $397/month (launch pricing) — 3-5 page website, basic SEO, 1 update/month
• Growth Plan: $797/month (launch pricing) — 5-10 page website, full SEO/AEO, 4 blog posts/month
• Dominate Plan: $1,597/month (launch pricing) — 10-20 page website, advanced optimization, 8 blog posts/month

Pricing is subject to change with 30 days' written notice. Clients on launch pricing retain their locked-in rate for the duration of their active subscription.

2.3 Custom Services

Services outside the scope of standard plans, including e-commerce integration, Google Ads management, and social media management, are available as add-ons at additional cost.

3. CLIENT ACCOUNTS AND RESPONSIBILITIES

3.1 Account Registration

To engage our services, you must provide accurate, complete, and current information including business name, contact details, and payment information. You are responsible for maintaining the confidentiality of your account credentials.

3.2 Client Obligations

You agree to:

• Provide all necessary content, assets, and information in a timely manner
• Supply logos, photographs, and proprietary text as needed
• Respond to requests for feedback and approvals within specified timeframes
• Maintain accurate domain registrations and DNS settings
• Comply with all applicable laws and regulations
• Not use our services for illegal, harmful, or unethical purposes

3.3 Content Responsibility

You retain ownership of all content you provide. You warrant that you have all necessary rights, licenses, and permissions for content you supply. BuildTower is not responsible for content accuracy, legality, or infringement claims arising from client-provided materials.

4. PAYMENT TERMS

4.1 Pricing and Billing

• All plans are billed monthly in advance on the first day of each billing cycle
• Payment is due immediately upon invoice
• We accept major credit cards and ACH transfers
• Setup fees (if applicable) are due before work begins
• All prices are in USD unless otherwise specified

4.2 Late Payments

• Accounts unpaid 10 days after due date may incur a late fee of $50 or 5% of the outstanding balance, whichever is greater
• Services may be suspended after 15 days of non-payment
• Accounts unpaid for 30 days may be terminated and sent to collections

4.3 Refund Policy

• Monthly plans: No refunds for partial months or early cancellation
• Fixed-price projects: 50% refund if cancelled before design phase begins; no refund after build phase starts
• Add-on services: Non-refundable once delivered

4.4 Taxes

You are responsible for all applicable sales, use, value-added, and other taxes. If we are required to collect taxes, they will be added to your invoice.

5. INTELLECTUAL PROPERTY AND CODE OWNERSHIP

5.1 Monthly Retainer Plans

For clients on monthly retainer plans:

• Source code ownership: BuildTower retains ownership of all source code, templates, and proprietary systems during the contract term
• Live site ownership: Client owns the live website and all content therein
• Code transfer option: After 12 consecutive months of service, client may request source code transfer by providing 30 days' written notice and paying one additional month's fee
• License during term: Client is granted a non-exclusive, non-transferable license to use the website for business purposes during the active contract period

5.2 Fixed-Price Projects

For clients on fixed-price per-page arrangements:

• Client owns all source code outright upon final payment
• BuildTower retains the right to use the project in our portfolio and case studies

5.3 Content Ownership

• All content created by BuildTower (copywriting, blog posts, graphics) becomes the property of the Client upon full payment
• Client grants BuildTower a perpetual license to use de-identified project examples for marketing purposes

5.4 Third-Party Assets

Any third-party fonts, plugins, APIs, or services integrated into your website are subject to their respective licenses and terms.

5.5 BuildTower Proprietary Systems

Our AI orchestration systems, automation pipelines, and proprietary tools remain the exclusive property of BuildTower regardless of contract type.

6. PROJECT TIMELINE AND DELIVERABLES

6.1 Timeline

Standard timelines:

• Starter Plan: 7-10 business days from approval to launch
• Growth Plan: 10-14 business days from approval to launch
• Dominate Plan: 14-21 business days from approval to launch

Timelines are estimates and may be extended due to client delays, scope changes, or unforeseen technical issues.

6.2 Revisions

• Up to 2 rounds of revisions are included in the base scope
• Additional revision rounds are billed at $75/hour
• Requests for new features or significant scope changes will be quoted separately

6.3 Client Approval

Client must review and approve deliverables within 5 business days. Failure to respond constitutes approval, and the project proceeds to the next phase.

7. TERM AND TERMINATION

7.1 Contract Term

• Monthly plans: Initial term of 12 months from launch date, then month-to-month
• Fixed-price projects: Term concludes upon final payment and delivery

7.2 Termination by Client

• After 12 months: Client may cancel with 30 days' written notice. No refund for the final month.
• Before 12 months (early termination):
  • Client retains access to the live hosted website for 30 days
  • Client does NOT receive source code
  • No refund for remaining months
  • Final invoice for services rendered through termination date is due immediately

7.3 Termination by BuildTower

We may terminate your account immediately if:

• You breach these Terms or the Pre-Launch Approval agreement
• Payment is more than 30 days overdue
• You engage in fraudulent, illegal, or harmful conduct
• You violate intellectual property rights

7.4 Effect of Termination

Upon termination:

• Access to BuildTower's client portal and support channels ceases
• Hosting services cease after 30-day grace period (monthly plans only)
• Client must arrange alternative hosting to preserve live website
• All outstanding invoices become due immediately
• BuildTower has no obligation to retain backups after 90 days

8. WARRANTIES AND DISCLAIMERS

8.1 Our Warranties

BuildTower warrants that:

• Services will be performed in a professional and workmanlike manner
• Websites will be compatible with major modern browsers (Chrome, Firefox, Safari, Edge)
• Websites will be mobile-responsive and meet basic accessibility standards

8.2 Client Warranties

Client warrants that:

• All content and materials provided are legally owned or licensed
• Use of provided materials will not infringe third-party rights
• Business information and credentials are accurate
• Client has authority to enter into this agreement

8.3 Disclaimer of Warranties

We do not guarantee:

• Specific search engine rankings or traffic levels
• Revenue or conversion improvements
• Compatibility with all devices or browsers
• Uninterrupted or error-free service

9. LIMITATION OF LIABILITY

9.1 Limitation

9.2 Exclusion of Damages

9.3 Exceptions

This limitation does not apply to:

• Our gross negligence or willful misconduct
• Violations of intellectual property rights
• Matters that cannot be limited by applicable law

10. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless BuildTower, its officers, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from:

• Your breach of these Terms
• Your violation of any law or third-party rights
• Content or materials you provide
• Your use of our services

11. CONFIDENTIALITY

11.1 Confidential Information

Both parties may have access to confidential information. "Confidential Information" includes business plans, client lists, pricing, technical data, and any information marked as confidential.

11.2 Obligations

Each party agrees to:

• Keep confidential information secure
• Not disclose it to third parties without written consent
• Use it only for purposes of the agreement
• Return or destroy confidential information upon request

11.3 Exceptions

Confidential information does not include information that:

• Is publicly available
• Was known prior to disclosure
• Is independently developed
• Must be disclosed by law

12. HOSTING AND TECHNICAL INFRASTRUCTURE

12.1 Hosting Providers

Websites are hosted on Firebase, Netlify, Vercel, or other platforms at BuildTower's discretion. We select platforms based on performance, reliability, and client needs.

12.2 Uptime

We use commercially reasonable efforts to maintain 99.5% uptime. Scheduled maintenance windows are excluded from uptime calculations.

12.3 Backups

We maintain daily backups for active clients. Backups are retained for 90 days. Client is responsible for maintaining independent backups of critical content.

12.4 Domain Management

Client retains ownership and control of their domain name. BuildTower may assist with DNS configuration but is not responsible for domain registration, renewal, or transfer issues.

13. THIRD-PARTY SERVICES AND INTEGRATIONS

13.1 Third-Party Platforms

Our services may integrate with Google Analytics, Google Tag Manager, Google Search Console, social media platforms, payment processors, and other third-party services. These are subject to their respective terms and privacy policies.

13.2 API Dependencies

Some features depend on third-party APIs. We are not liable for disruptions caused by third-party service changes, outages, or policy updates.

13.3 Additional Costs

Some third-party services may incur separate fees (e.g., Google Ads spend, premium plugins). Client is responsible for these costs unless otherwise agreed in writing.

14. DATA PRIVACY AND SECURITY

14.1 Privacy Policy

Our collection and use of personal data is governed by our Privacy Policy, available at buildtower.ai/privacy (to be created).

14.2 Client Data

We implement reasonable security measures to protect client data. However, no system is completely secure. Client is responsible for securing access credentials.

14.3 Analytics and Cookies

Websites we build may use cookies and tracking technologies for analytics and performance monitoring. Client is responsible for posting appropriate privacy notices on their website.

15. MODIFICATIONS TO TERMS

15.1 Updates

We reserve the right to modify these Terms at any time. Changes become effective 30 days after posting to buildtower.ai/terms or notification via email.

15.2 Continued Use

Continued use of our services after the effective date constitutes acceptance of modified Terms.

15.3 Material Changes

For material changes (pricing, ownership terms, liability), we will provide 60 days' notice. Clients may terminate within the notice period without penalty.

16. DISPUTE RESOLUTION

16.1 Informal Resolution

Before initiating formal proceedings, parties agree to negotiate in good faith for at least 30 days.

16.2 Arbitration

Any disputes that cannot be resolved informally shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. Arbitration shall take place in Toronto, Ontario, Canada.

16.3 Class Action Waiver

You agree to resolve disputes individually and waive the right to participate in class actions or representative proceedings.

16.4 Exceptions

Either party may seek injunctive relief in court for intellectual property violations or confidentiality breaches.

17. FORCE MAJEURE

Neither party is liable for failure to perform due to circumstances beyond reasonable control, including natural disasters, war, terrorism, pandemics, government actions, internet outages, or third-party service failures.

18. GENERAL PROVISIONS

18.1 Entire Agreement

These Terms, together with the Pre-Launch Approval Document and any Service Agreements, constitute the entire agreement and supersede all prior negotiations and agreements.

18.2 Amendments

No amendment is valid unless in writing and signed by both parties.

18.3 Assignment

Client may not assign this agreement without our written consent. We may assign to affiliates or in connection with a merger or acquisition.

18.4 Severability

If any provision is found unenforceable, the remaining provisions remain in full effect.

18.5 Waiver

Failure to enforce any provision does not waive our right to enforce it later.

18.6 Governing Law

These Terms are governed by the laws of Ontario, Canada, without regard to conflict of law principles.

18.7 Notice

Notices must be sent via email to:

• To BuildTower: hello@buildtower.ai
• To Client: Email address provided at registration

Notices are deemed received 24 hours after sending.

18.8 Relationship

This agreement does not create a partnership, joint venture, or employment relationship.

18.9 Survival

Provisions regarding intellectual property, confidentiality, indemnification, limitation of liability, and dispute resolution survive termination.

19. CONTACT INFORMATION