Client Services Agreement

Edits and Audits LLC · Effective July 29, 2026

These terms are in force for projects booked today and are under review by our attorney. If anything material changes we will post the updated version here with a new effective date, and we will not apply changes retroactively to work already booked.

1. Parties and acceptance

This Client Services Agreement ("Agreement") is between Edits and Audits LLC, a California limited liability company ("Provider," "we," "us"), and the individual or entity purchasing services ("Client," "you").

You accept this Agreement when you check the acceptance box on our intake form, submit payment, or otherwise engage us to perform Services, whichever occurs first. If you are agreeing on behalf of a company, you represent that you have authority to bind it.

2. Services

Provider offers the following services ("Services"), each as selected and paid for through our intake forms:

(a) Copy editing. Editorial review of Client-submitted written material, delivered as a tracked-changes document and a clean final version. Editing addresses voice, accuracy, clarity, flow, spelling, punctuation, and grammar.

(b) UX audit. Expert heuristic review of Client-designated pages, screens, or design files, delivered as a PDF report containing annotated screenshots, severity ratings, and recommended fixes.

(c) Support-Ticket Teardown. Analysis of one recurring customer support issue designated by Client, tracing it to contributing user-experience causes, delivered as a PDF report with a root-cause map, annotated fixes, and prioritized recommendations.

(d) Copy editing subscriptions. Recurring monthly copy editing service at the volume and turnaround levels described in Section 7.

3. Scope and definitions

(a) Page — copy editing. One page equals approximately 500 words. Pricing tiers are based on the total word count of submitted material. If submitted material exceeds the tier purchased, Provider will notify Client and either adjust the fee with Client's approval or refund the payment and cancel the project.

(b) Page — UX audit. One page equals one URL, one application screen, or one design-file frame. A multi-step flow counts as one page per screen.

(c) Ticket topic — Teardown. One Teardown covers one recurring support issue or topic, regardless of the number of individual tickets relating to it. Additional topics require separate purchase.

(d) Revisions. Each deliverable includes one round of clarifying revisions, limited to questions about, or corrections to, work already performed. Revisions are available for fourteen (14) days after delivery. New material, expanded scope, or changes to Client's underlying content or product constitute a new project.

(e) Out of scope. Provider does not implement recommendations, modify Client's website or product, write original content, create style guides, or provide legal, financial, medical, regulatory, or accessibility-compliance certification. Deliverables are advisory.

4. Client responsibilities and representations

Client shall provide all materials, links, access credentials, and information reasonably necessary for Provider to perform the Services. Provider is not responsible for delays caused by Client's failure to do so.

Client represents and warrants that: (i) Client owns or has all necessary rights to the materials submitted; (ii) submission to Provider does not violate any third-party right or agreement; (iii) submitted materials do not contain unlawful content; and (iv) Client has the right to disclose any support-ticket data or customer information submitted, and has removed or anonymized personal information not necessary to the engagement.

Client is solely responsible for verifying factual accuracy of content before publication. Where Provider flags a statement as requiring verification, Client bears responsibility for that verification.

5. Turnaround and delivery

Provider publishes estimated turnaround times by service tier. Turnaround periods begin on the first business day after Provider receives both full payment (or the required deposit) and all materials necessary to begin, and are measured in business days excluding weekends and United States federal holidays.

Turnaround times are good-faith targets, not guarantees, except where expressly designated as guaranteed. Sole remedy for late delivery: if Provider delivers materially later than the committed date through no fault of Client, Client's exclusive remedy is, at Client's election, (i) a refund of the rush premium if one was paid, or (ii) a credit equal to ten percent (10%) of the project fee. This remedy does not apply to delays caused by Client, force majeure, or Client-requested changes.

Delivery occurs when Provider sends the deliverable to the email address Client provided.

6. Fees and payment

(a) Project fees. Projects under six hundred dollars ($600) are payable in full at booking. All other projects require fifty percent (50%) at booking, with the balance due upon delivery.

(b) Balance payment. Where a balance is due on delivery, Provider may deliver a watermarked or preview version and release the final deliverable upon receipt of payment. Balances unpaid after fifteen (15) days may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

(c) Rush fees. Rush service, where offered, carries a fifty percent (50%) premium.

(d) Payment processing. Payments are processed by a third-party processor. Provider does not store payment card information.

(e) Taxes. Fees are exclusive of any applicable taxes, which are Client's responsibility.

(f) Price changes. Provider may change prices for future purchases at any time. Changes do not affect projects already booked and paid.

7. Subscriptions

(a) Plans. Subscriptions are sold at published monthly rates with a stated maximum page volume per month.

(b) Billing and automatic renewal. Subscriptions are billed monthly in advance and renew automatically each month until cancelled. Client authorizes Provider to charge the payment method on file on each renewal date.

(c) Cancellation. Client may cancel or pause at any time through the customer portal or by written notice. Cancellation takes effect at the end of the then-current billing period. Fees already paid for the current period are not refundable, and Client retains access to unused capacity through the end of that period.

(d) Unused volume. Unused pages do not roll over to subsequent months and have no cash value.

(e) Batch turnaround. Subscription turnaround applies per submitted batch at the levels published for the applicable plan. Batches exceeding published thresholds receive a confirmed delivery date rather than a fixed turnaround.

(f) Limited availability tiers. Certain subscription tiers are limited to a fixed number of concurrent clients. Availability is not guaranteed until payment is accepted.

8. Cancellation and refunds

(a) By Client before work begins. If Client cancels before Provider begins work, Provider will refund amounts paid less any non-recoverable processing fees.

(b) By Client after work begins. Deposits are non-refundable once work has begun. Provider will deliver work completed to date.

(c) By Provider. Provider may decline or terminate any engagement at its discretion, including for material outside the scope of Section 4 or where a conflict of interest exists, and will refund amounts paid for work not performed.

(d) No refunds for dissatisfaction with recommendations. Because deliverables are advisory and reflect professional judgment, disagreement with editorial or design recommendations is not grounds for refund.

9. Confidentiality

Each party may receive confidential information of the other. Provider will not disclose Client's confidential materials — including unpublished content, staging URLs, credentials, product plans, and support data — to third parties, except to subprocessors reasonably necessary to perform the Services or as required by law.

Provider will retain Client materials only as long as reasonably necessary and will delete them upon written request, subject to backup retention cycles and legal record-keeping requirements.

Provider will not use Client's confidential materials to train machine-learning models.

10. Intellectual property

(a) Client materials. Client retains all right, title, and interest in materials submitted to Provider.

(b) Deliverables. Upon receipt of full payment, Provider assigns to Client all right, title, and interest in the edited content and audit reports prepared specifically for Client.

(c) Provider materials. Provider retains ownership of its methodologies, templates, report formats, checklists, and general knowledge, skills, and experience, including anything of general application learned during the engagement.

(d) Portfolio use. Provider may not identify Client or reproduce Client materials publicly without Client's prior written consent. Provider may describe engagements in general, non-identifying terms.

11. Warranties and disclaimers

Provider warrants that Services will be performed in a professional and workmanlike manner consistent with prevailing industry standards.

Except as expressly stated, services and deliverables are provided "as is" and provider disclaims all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

No guarantee of results. Provider does not warrant any particular business outcome, including increases in conversion, engagement, revenue, search ranking, or reductions in support volume, nor that content will pass any third-party AI-detection tool. Deliverables are professional recommendations; results depend on factors outside Provider's control, including Client's implementation.

No compliance certification. Deliverables do not constitute certification of compliance with the Americans with Disabilities Act, WCAG, or any other accessibility, privacy, or regulatory standard.

12. Limitation of liability

To the maximum extent permitted by law, Provider's total aggregate liability arising out of or relating to this Agreement or the Services, whether in contract, tort, or otherwise, shall not exceed the amount actually paid by Client to Provider for the specific service giving rise to the claim.

Provider shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, or business interruption, even if advised of the possibility of such damages.

These limitations apply regardless of whether a limited remedy fails of its essential purpose, and do not apply to liability that cannot be limited under applicable law.

13. Indemnification

Client shall indemnify and hold harmless Provider from third-party claims arising out of (i) Client's materials, including claims of infringement, defamation, or privacy violation; (ii) Client's publication or implementation of deliverables; or (iii) Client's breach of Section 4.

14. Independent contractor

Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship. Provider controls the manner and means of performing the Services.

15. Force majeure

Neither party is liable for failure or delay caused by events beyond its reasonable control, including natural disasters, illness, utility or internet failures, labor disputes, or governmental action. Provider will notify Client promptly and provide a revised delivery date.

16. General

(a) Governing law. This Agreement is governed by the laws of the State of California, without regard to conflict-of-laws principles.

(b) Dispute resolution.

(c) Entire agreement. This Agreement, together with the applicable intake form and published pricing, constitutes the entire agreement and supersedes prior discussions.

(d) Modification. Provider may update this Agreement for future engagements by posting a revised version. Changes do not apply retroactively to projects already booked. Continued use of the Services after posting constitutes acceptance for new engagements.

(e) Severability. If any provision is held unenforceable, the remainder continues in effect and the unenforceable provision is modified to the minimum extent necessary.

(f) Assignment. Client may not assign this Agreement without Provider's written consent. Provider may assign in connection with a sale of its business.

(g) Notices. Notices to Provider go to the email address published on our website. Notices to Client go to the email address provided at booking.

(h) Survival. Sections 9 through 13 survive termination.

Edits and Audits LLC Effective date: [to be inserted] Version: [to be inserted]