Service terms

Definitions. In this Agreement, the following terms have these meanings:

“Agent” means an AI agent that Strykia configures, hosts and operates for Client under an Order Form, as described in Schedule B.

“Agent Services” has the meaning given in Schedule B.

“Approved Information” means the information, documents, prices, policies and answers that Client approves for an Agent to use.

“Billing Date” has the meaning given in Section B.7.

“Business Day” means a day other than a Saturday, a Sunday or a legal holiday in Massachusetts.

“Change Request” has the meaning given in Section 6.1.

“Client Data” means all information that Client, or a customer, visitor or end user of Client, provides to or through the Services, including conversation content and Personal Information.

“Client Materials” means the text, images, logos, fonts, data, Approved Information, account access and other materials that Client provides to Strykia.

“Confidential Information” has the meaning given in Section 10.1.

“Defect” has the meaning given in Section A.7.

“Deliverables” means the Website and any other work product that Strykia creates specifically for Client under an Order Form and delivers to Client. Deliverables do not include Strykia Materials or Third-Party Components.

“Deposit” means the first payment stated in an Order Form. For a Website, the Deposit is 50% of the Fixed Fee unless the Order Form states otherwise. For an Agent, the Deposit is the first installment of the Setup Fee, or the full Setup Fee if Client pays it at once.

“Export Period” has the meaning given in Section B.17.

“Extra” has the meaning given in Section 6.2.

“Fees” means all amounts payable to Strykia under an Order Form, including a Fixed Fee, a Setup Fee, a Monthly Fee and the price of any Extras.

“Fixed Fee” means the fixed price for a Website that the Order Form states.

“Go-Live” and “Go-Live Date” have the meanings given in Section B.4.

“Included Usage” and “Spending Cap” have the meanings given in Section B.6.

“Launch”, “Launch Date” and “Launch Support Period” have the meanings given in Sections A.5 and A.7.

“Monthly Fee” means the recurring monthly fee for Agent Services that the Order Form states.

“Order Form” means a written quote and order, in the form Strykia provides, that describes the Services, the Fees and the timeline, and that Client accepts under Section 2.5.

“Personal Information” means information that identifies, relates to, or could reasonably be linked to an individual, as defined by the data protection law that applies to that information.

“Quote” means a written proposal from Strykia that states the Services, the Fees and the estimated timeline for a project.

“Review” and “Revision Round” have the meanings given in Sections A.8 and A.3.

“Services” means the Website Services, the Agent Services and any other services that an Order Form describes.

“Setup Fee” means the one-time fee for setting up an Agent that the Order Form states.

“Standard Agent”, “Advanced Agent” and “Volume Band” have the meanings given in Section B.1.

“Start Date” means the later of (a) the day Strykia receives the Deposit in cleared funds and (b) the day Strykia receives the Client Materials that the Order Form lists as needed to begin, determined separately for each Order Form.

“Strykia Materials” means the software, code libraries, templates, design systems, components, prompts, Agent designs, workflows, tools, methods, documentation and know-how that Strykia owns or licenses and that exist before an Order Form or are developed independently of Client Materials, together with all improvements to them.

“Third-Party Components” means the software, fonts, images, plugins, AI models, hosted services and other materials that third parties own and that are used in or with the Services.

“Website” means the website that Strykia designs and builds for Client under an Order Form.

“Website Services” has the meaning given in Schedule A.

Interpretation. Headings are for convenience only. The word “including” means “including without limitation.” A reference to a “written” notice or request includes email. Each party has had the opportunity to review this Agreement with its own adviser, and no provision is to be read against a party because that party drafted it.

Structure. Each Order Form incorporates these Master Terms and the Schedules that apply to the Services it describes. Together they form the agreement between the parties for those Services. If Client accepts more than one Order Form, each is a separate agreement that incorporates these Master Terms.

Quotes are free. Strykia provides Quotes free of charge. Client owes no fee for a discovery conversation or for a Quote. Neither party is obligated to the other to proceed with any Services until Client accepts an Order Form under Section 2.5.

Timing and content of a Quote. After the discovery conversation, Strykia sends the Quote by email within twenty-four (24) hours. A Quote states fixed Fees for the Services it describes. A Quote that Strykia sends after that time is still valid.

Validity. A Quote is open for acceptance for thirty (30) days after the date Strykia sends it, unless the Quote states a different period or Strykia withdraws it in writing before Client accepts. After that period, Strykia may issue a new Quote at its then-current prices. Prices published at strykia.com describe Strykia’s standard offerings and are not an offer. The price in the Quote is the price that applies.

Acceptance. Client accepts a Quote, and an Order Form comes into effect, when Client either (a) signs the Order Form, including by electronic signature, or (b) replies to Strykia by email with words of acceptance and pays the Deposit. Strykia’s signature block on the Order Form is Strykia’s signature for all purposes of this Agreement.

Version of these terms. The Master Terms and Schedules that apply to an Order Form are the version published at strykia.com/service-terms/ on the date Client accepts the Order Form, and Strykia will give Client a copy of that version on request. For a fixed-scope project, a later version does not change that Order Form unless both parties agree in writing. For recurring Agent Services, Strykia may publish an updated version by giving Client thirty (30) days’ written notice. The updated version then applies from the first Billing Date after the notice period, and Client may cancel under Section B.8 before it takes effect.

Order of precedence. If these documents conflict, the Order Form controls over the Schedules, and the Schedules control over the Master Terms. An Order Form changes a Master Term only if it identifies the Section it changes.

Scope. Strykia will perform the Services that the Order Form and the applicable Schedule describe. Services that they do not describe are not included. The parties may add Services under Section 6.1.

Standard of performance. Strykia will perform the Services in a professional and workmanlike manner, with reasonable skill and care, consistent with the generally accepted practices of comparable independent web and AI service providers.

Schedule. Strykia will use reasonable efforts to meet the dates in the Order Form. Those dates depend on Client’s timely performance under Article 4. When Client’s performance is late, the dates move by at least the same period. Timelines run from the Start Date.

Independent contractor. Strykia is an independent contractor. Strykia controls the means, methods and hours of its work. Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship. Strykia is responsible for its own taxes and insurance.

Subcontractors and tools. Strykia may use subcontractors and software tools, including AI-assisted tools, to perform the Services, and remains responsible under this Agreement for their work. Strykia will select AI-assisted tools whose commercial terms, when Strykia uses them, do not permit the provider to train its models on Client Materials, and will review work product before delivering it.

Other clients. Strykia may provide similar services to other clients, including businesses that compete with Client, subject to Article 10.

Services are not professional advice. Strykia provides web design, development and software configuration services. Strykia does not provide legal, tax, accounting, medical, financial or insurance advice, and nothing Strykia delivers is that kind of advice. Client should consult its own advisers on those matters.

Cooperation. Client will provide the Client Materials, information, decisions, approvals and access that Strykia reasonably needs to perform the Services. Client will provide them within the time the Order Form states or, if it states none, within five (5) Business Days after Strykia asks.

Designated contact. Client will name one person who has authority to give approvals and instructions for Client. Strykia may rely on communications from that person until Client names another.

Accuracy and rights. Client is responsible for the accuracy, completeness and lawfulness of the Client Materials. Client has, or will obtain, all rights, licenses and consents that Strykia needs to use the Client Materials as this Agreement contemplates, including licenses for third-party images, fonts, music, testimonials and trademarks, and the notices and consents that apply to any Personal Information Client provides.

Client’s business and content. Client is responsible for the operation of its business and for the compliance of its content, products, advertising claims, licenses, pricing disclosures, privacy notices, accessibility obligations and communications practices with the laws that apply to Client. Strykia will carry out Client’s reasonable written instructions that are consistent with law.

Review and approval. Client will review drafts, tests and Deliverables promptly and will give its comments in writing. If Client does not respond within ten (10) Business Days after Strykia’s written request for feedback or approval, Strykia may send a written reminder. If Client does not respond within five (5) Business Days after the reminder, the item is treated as approved for that stage of the project, and the dates in the Order Form may move accordingly.

Business purpose and authority. Client represents that it enters into this Agreement for business or commercial purposes and not for personal, family or household purposes, and that the person who accepts an Order Form for Client has authority to bind Client.

Paused projects. If Client does not provide the Client Materials or feedback that Strykia has requested for thirty (30) consecutive days, Strykia may give written notice that the project is paused. Strykia will resume the project when Client provides what is outstanding, on revised dates that reflect Strykia’s schedule at that time. If the project remains paused for sixty (60) days after the notice, Strykia may end the Order Form by written notice, and Section 15.6 applies.

Fees. Client will pay the Fees stated in the Order Form. A fixed Fee covers the scope that the Order Form describes.

Deposit and balance. For a Website, the Deposit is due when Client accepts the Order Form, and the balance of the Fixed Fee is due before Launch. For an Agent, the Setup Fee is due in full when Client accepts the Order Form or in two equal installments, the first when Client accepts and the second before Go-Live, as the Order Form states. The Monthly Fee is payable as Schedule B provides.

Invoices and payment methods. Strykia invoices by email. Unless the invoice or the Order Form states a different date, each invoice is due within ten (10) days after the invoice date. Client may pay by card, by ACH transfer or by another method that the invoice identifies.

Taxes. Fees do not include taxes. If the law requires Strykia to collect sales, use or similar tax on a Service, Strykia will show the tax as a separate line on the invoice, and Client will pay it unless Client gives Strykia a valid exemption certificate. Each party is responsible for taxes on its own income.

Third-party costs. Fees do not include charges that third parties bill to Client directly, such as domain registration, a hosting plan, paid plugins, stock media licenses, and text-message or telephone usage, unless the Order Form states otherwise. Strykia will not incur a third-party expense on Client’s behalf without Client’s prior written approval.

Late payment. An undisputed amount that remains unpaid ten (10) days after its due date bears interest from the due date until paid, at the lesser of one percent (1%) per month and the highest rate the law permits.

Disputed invoices. If Client disputes an invoice in good faith, Client will notify Strykia in writing within ten (10) days after the invoice date, describe the dispute in reasonable detail, and pay the undisputed part by the due date. The parties will resolve the dispute under Section 16.1.

Change Requests. Either party may propose a change to the scope or the schedule by written request (a “Change Request”). Strykia will describe the effect of the change on the Fees and the timeline. A change takes effect only when both parties approve it in writing, and email is sufficient.

Extras. Work outside the scope of an Order Form is an “Extra.” Extras are priced at the flat prices in the Order Form. If the Order Form states none, the prices in effect when Client asks are: $150 for each extra revision round; $300 for each additional page; and a rush surcharge of 40% of the Fixed Fee for completion in less than half of the timeline in the Order Form. Strykia will state the price and obtain Client’s written approval before it performs an Extra.

Client Materials. As between the parties, Client owns the Client Materials. Client grants Strykia a non-exclusive, worldwide, royalty-free license to use, reproduce, host and adapt the Client Materials during the term of the applicable Order Form, solely to perform the Services and to exercise the rights described in Section 7.7.

Strykia Materials. As between the parties, Strykia owns the Strykia Materials. This Agreement does not transfer ownership of them. Strykia grants Client a non-exclusive, worldwide, royalty-free, perpetual license to use the Strykia Materials as they are incorporated in the Deliverables, for Client’s business. Client may transfer that license only together with the Website to a successor to Client’s business. For Agents, Section B.15 applies.

Deliverables: license, then assignment. Until Strykia has received all Fees due for a Deliverable, Client’s rights in it are limited to a non-exclusive license to review and evaluate it. When Strykia receives all Fees due under the Order Form for a Deliverable, Strykia assigns to Client all of Strykia’s right, title and interest in that Deliverable, except for the Strykia Materials and the Third-Party Components, which remain subject to Section 7.2 and Section 7.4. This Section applies to Deliverables under a Website Order Form and to any other Deliverable that the Order Form says is assigned to Client. Strykia will sign a short confirmatory assignment if Client reasonably asks for one.

Third-Party Components. Third-Party Components remain subject to their owners’ license terms, including open-source license terms, and Strykia does not transfer ownership of them. Strykia will identify in the Quote any Third-Party Component that requires Client to buy a license or accept terms. Client is responsible for those license fees and for complying with those terms.

AI-generated material. Parts of the Deliverables, and the output of an Agent, may be generated by AI systems. As between the parties, Client owns the output that an Agent generates for Client’s conversations, to the extent the law permits. Client understands that copyright law may not protect material that an AI system generates without sufficient human authorship, and Strykia makes no representation that any such material is eligible for protection. Strykia’s obligations regarding infringement claims are stated in Section 14.2.

General know-how. Strykia may reuse the general techniques, structures and know-how that it develops while performing the Services, provided that Strykia does not use or disclose Client’s Confidential Information or the Client Materials in doing so.

Portfolio use. After Launch, Strykia may display the Deliverables (including screenshots and a link), and Client’s business name and logo, in Strykia’s portfolio and marketing materials, and may identify Strykia as the designer. Strykia will not publish Client’s Confidential Information or Personal Information. Client may opt out at any time by written notice. Strykia will then stop new uses within ten (10) Business Days and will remove existing uses within a reasonable time. Strykia will not add a credit link to the Website without Client’s consent.

Reservation of rights. Each party reserves all rights that this Agreement does not expressly grant.

Client-owned accounts. Client’s domain name, hosting account, analytics, search console, calendar, email, CRM and similar accounts will be opened in Client’s name, with Client as the account owner and registrant, and paid for by Client. Client will give Strykia the delegated access it needs to perform the Services and will keep that access in place until the Services end. Strykia will not register a domain name or open an account in Strykia’s name for Client’s Website. Strykia will treat credentials that Client provides as Client’s Confidential Information.

Third-party terms. Third-party services are governed by their providers’ own terms, to which Strykia is not a party. Client accepts those terms for its own accounts. A provider sets its own plan limits and prices, and a website with high traffic may need a paid plan.

Changes and outages. Providers may change their features, prices, availability and models. Strykia is not responsible for a provider’s acts or outages. Strykia will use reasonable efforts to tell Client about changes that affect the Services and to propose a workaround. Work that a change requires is handled under Section 6.1 or, for Agents, under Section B.9.

Strykia-managed infrastructure. Strykia hosts each Agent on accounts that Strykia manages with its providers. The cost of that hosting is part of the Monthly Fee.

Removal of access. When the Services end, Client may remove Strykia’s access to Client’s accounts, and Strykia will cooperate.

Nature of AI output. Client understands that AI systems generate output statistically and that the output can be inaccurate, incomplete, out of date or unexpected. No AI system’s output is guaranteed to be correct. Strykia designs each Agent to answer from Approved Information and to hand off to a person when it is unsure, and Strykia tests each Agent before Go-Live, but Strykia cannot guarantee any particular response.

Client review. Client will review its Agent’s conversation logs from time to time, will keep the Approved Information accurate and current, and is responsible for the decisions it makes in reliance on Agent output.

Disclosure that the Agent is AI. Strykia configures each Agent to tell people, at the start of a conversation, that they are speaking with an AI. Client will not instruct Strykia to remove or conceal that disclosure and will not represent that an Agent is a human. Strykia may decline an instruction that conflicts with this Section or with the law.

Handoff to a person. Each Agent hands the conversation to a person when asked and when it is unsure. Client will name the people who receive handoffs and will respond within the times that the Order Form states.

Restricted uses. Client will not use an Agent or the Services:

1. to make or support a decision that has a legal or similarly significant effect on an individual, such as a decision about employment, credit, lending, insurance, housing, education, health care, legal services or government benefits, without meaningful review by a person;
2. to give medical, legal, tax or financial advice;
3. to impersonate a person or to deceive anyone about whether they are speaking with an AI;
4. to collect information from children under thirteen (13);
5. to create or request fake reviews, or to offer anything of value in exchange for a review of a particular rating or content;
6. to send communications that the law does not permit; or
7. in breach of the acceptable-use policies of the AI model provider that Strykia identifies in the Order Form, which Strykia will provide on request.

Communications compliance. Client is responsible for obtaining and keeping every consent, and for giving every notice, that the law requires for communications sent, received or recorded through an Agent. This includes the Telephone Consumer Protection Act, the CAN-SPAM Act, state telemarketing and telephone-solicitation laws, and laws that require notice or consent to record a call or a conversation, such as M.G.L. c. 272, § 99. Strykia will configure an Agent to send only the messages, to use only the contact lists and to display only the consent wording that Client provides in writing.

Financial actions. An Agent will not make or approve a payment, a transfer of funds or a financial commitment. A person on Client’s side must approve each such action.

Confidential Information. “Confidential Information” means non-public information that one party (the “Discloser”) gives to the other (the “Recipient”) and that is marked confidential or would reasonably be understood to be confidential. It includes Client Data, Client’s business information and credentials, Strykia Materials, Quotes and Strykia’s pricing and methods.

Obligations. The Recipient will use the Discloser’s Confidential Information only to perform or receive the Services, will protect it with at least the care it uses for its own confidential information and no less than reasonable care, and will disclose it only to those of its personnel, subcontractors and advisers who need to know it and are bound by confidentiality duties at least as protective as these.

Exclusions. Confidential Information does not include information that (a) is or becomes public through no breach of this Agreement, (b) the Recipient already knew without a duty of confidentiality, (c) the Recipient develops independently, or (d) the Recipient lawfully receives from a third party without a duty of confidentiality.

Compelled disclosure. The Recipient may disclose Confidential Information to the extent the law or a court order requires, if it gives the Discloser prompt notice where the law permits, cooperates with the Discloser’s efforts to limit the disclosure, and discloses only the part that is required.

Duration. These duties apply during the term of the Agreement and for three (3) years afterward. For trade secrets and for Personal Information, they apply for as long as the information remains a trade secret or is retained.

Return or deletion. After the Services end, the Recipient will, on written request, return or delete the Discloser’s Confidential Information, except for copies held in routine backups or retained as the law requires, which remain subject to these duties.

Roles. As between the parties, Client controls the Client Data and decides why and how it is used. Strykia processes the Client Data on Client’s behalf only to provide the Services. Schedule C applies when Strykia processes Personal Information in the Client Data.

Security program. Strykia maintains a written information security program with administrative, technical and physical safeguards that are appropriate to the size and nature of Strykia’s business, the Services and the sensitivity of the data, and that are consistent with 201 CMR 17.00 to the extent it applies. Schedule C describes the main measures.

Restricted data. Client will not submit to the Services, or direct an Agent to collect, any of the following unless the Order Form permits it and Strykia has agreed in writing, including by signing any agreement the law requires: protected health information under HIPAA; payment card numbers and security codes; Social Security numbers and government identification numbers; financial account numbers; biometric data; precise geolocation; passwords; and information about children under thirteen (13).

Notices and rights requests. Client is responsible for the privacy notices and consents that apply to its own customers and visitors, and for responding to their requests about their Personal Information. Strykia will assist as Schedule C provides.

Strykia’s handling of Client’s own information. Strykia handles information that Client gives Strykia about Client and its personnel as the privacy policy at strykia.com/privacy/ describes.

Copies. Client is responsible for keeping its own copies of the Client Materials.

Mutual warranties. Each party represents that it has the legal capacity and authority to enter into this Agreement, that this Agreement is binding on it, and that it will comply with the laws that apply to its own performance.

Strykia’s warranty. Strykia warrants that it will perform the Services as Section 3.2 describes and that each Deliverable, as delivered, will materially conform to the scope in the Order Form and to the designs Client approved.

Correction of nonconformities. If Client notifies Strykia in writing of a nonconformity with Section 12.2 during the Launch Support Period (for a Website) or within thirty (30) days after delivery (for any other Deliverable), Strykia will correct it at no charge within a reasonable time. If Strykia cannot correct it after reasonable efforts, Strykia will refund the Fees Client paid for the nonconforming part. This Section states Client’s remedy for a breach of Section 12.2.

Client’s warranties. Client represents that it has the right to provide the Client Materials and the Approved Information and to have Strykia use them as this Agreement contemplates, that they are lawful and do not infringe the rights of any third party, and that it has given every notice and obtained every consent that applies to the Client Data.

Other warranties. EXCEPT AS THIS AGREEMENT EXPRESSLY STATES, EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, TO THE EXTENT THE LAW PERMITS.

Results. Strykia does not promise any particular search-engine ranking, website traffic, number of leads, calls, bookings or sales, revenue, review rating or performance-test score, or the accuracy of any AI output. Those results depend on factors outside Strykia’s control, including search engines, market conditions, Client’s own operations and third-party services.

Accessibility. Strykia applies commonly used accessibility practices, such as semantic markup, sufficient color contrast and keyboard operation. Strykia does not warrant conformance with a particular accessibility standard or law unless the Order Form names the standard. Client is responsible for the accessibility of content that Client adds or edits.

Availability. The Services depend on third-party providers. Strykia does not warrant that the Services will be uninterrupted or error-free.

Excluded damages. TO THE EXTENT THE LAW PERMITS, NEITHER PARTY IS LIABLE TO THE OTHER, UNDER ANY THEORY OF LIABILITY, FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BOOKINGS OR LEADS, LOSS OF GOODWILL, LOSS OF USE, OR LOSS OR CORRUPTION OF DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY.

Amount. TO THE EXTENT THE LAW PERMITS, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO AN ORDER FORM IS LIMITED TO THE FEES PAID AND PAYABLE UNDER THAT ORDER FORM DURING THE TWELVE (12) MONTHS BEFORE THE DATE THE CLAIM AROSE, BUT NOT LESS THAN THE FIXED FEE OR THE SETUP FEE STATED IN THAT ORDER FORM.

Exceptions. Sections 13.1 and 13.2 do not limit:

1. liability for fraud, gross negligence or willful misconduct;
2. Client’s obligation to pay Fees;
3. a party’s obligations under Article 14 for third-party claims;
4. a party’s willful infringement or misappropriation of the other party’s intellectual property; or
5. any liability that cannot be limited or excluded under applicable law.

Allocation of risk. This Article reflects the parties’ agreed allocation of risk and is a basis on which the Fees are set.

By Client. Client will defend Strykia, and Strykia’s personnel and subcontractors, against any claim by a third party, and will pay the damages, costs and reasonable attorneys’ fees finally awarded or agreed in settlement, to the extent the claim arises from:

1. the Client Materials or the Approved Information, as Client provided them, infringing or misappropriating a right of the third party or violating the law;
2. Client’s use of the Deliverables or the Services in breach of Sections 9.5, 9.6 and 11.3 or applicable law; or
3. communications that Client sends or records through the Services without the consents or notices the law requires.

By Strykia. Strykia will defend Client against any claim by a third party, and will pay the damages, costs and reasonable attorneys’ fees finally awarded or agreed in settlement, to the extent the claim alleges that a Deliverable that Strykia created, used as delivered and as this Agreement permits, infringes a United States copyright or trademark or misappropriates a trade secret. This Section does not apply to the extent the claim arises from Client Materials, Third-Party Components, changes or combinations that Strykia did not make, or use in breach of this Agreement.

Procedure. The party seeking protection will give prompt written notice of the claim. A delay relieves the other party only to the extent it is prejudiced. The defending party controls the defense and settlement, with counsel reasonably acceptable to the other party. The other party will cooperate at the defending party’s expense and may take part with its own counsel at its own expense. The defending party will not settle a claim in a way that admits fault for the other party or imposes non-monetary obligations on it without that party’s consent, which will not be unreasonably withheld.

Infringement remedies. If a Deliverable becomes, or Strykia believes it may become, the subject of a claim under Section 14.2, Strykia may modify or replace it so that it is not infringing and has materially the same function, or obtain a license for Client to keep using it. If neither is commercially reasonable, Strykia may take back the Deliverable and refund the Fees Client paid for it. Section 14.2 and this Section state Strykia’s obligations for claims that a Deliverable infringes the rights of a third party.

Term. The Agreement begins when Client accepts the first Order Form and continues until every Order Form has ended. A Website Order Form ends when the Services in Schedule A are complete, unless it ends earlier under this Article. An Agent Order Form continues month to month until it is cancelled under Section B.8 or ended under this Article.

Termination by Client for convenience. Client may end an Order Form at any time by written notice. Section 15.6 states the effect. For Agent Services, Section B.8 also applies.

Termination for breach. Either party may end an Order Form by written notice if the other party materially breaches it and does not cure the breach within ten (10) days after receiving written notice that describes it. For non-payment, the period runs from the notice of the overdue amount.

Termination by Strykia for convenience. Strykia may end an Order Form for convenience only (a) before the Start Date, in which case Strykia will refund every amount Client has paid under it, or (b) for Agent Services, on thirty (30) days’ written notice. Section 15.7 states the effect.

Suspension. Strykia may suspend the affected Services by written notice if (a) an undisputed amount remains unpaid ten (10) days after Strykia’s written reminder, (b) Client’s use of the Services breaches Sections 9.5, 9.6 or 11.3 or the law, or creates a security risk or legal exposure, or (c) the law or a provider requires it. A suspension will be no broader than necessary and will end promptly when the cause is cured. Strykia will give notice before suspending where practicable and otherwise as soon as practicable afterward.

Effect of termination by Client or for Client’s breach. If an Order Form ends under Sections 4.7, 15.2 or 15.3 (the last for Client’s breach), then:

1. if the Start Date has not occurred, Strykia will refund the Deposit in full within fourteen (14) days;
2. if the Start Date has occurred, the Deposit is earned and is not refunded. The parties agree that the Deposit is a reasonable estimate of the value of the schedule Strykia reserves and of the preparation work done at the start, which is difficult to measure, and is not a penalty;
3. if the value of the work Strykia performed through the end date exceeds the Deposit, Client will pay the difference within ten (10) days after Strykia’s invoice. The value of that work is determined by reference to the Fixed Fee and the stage the project reached, and Client will also reimburse non-cancellable third-party costs that Client approved in writing; and
4. Strykia will deliver the work in progress in its then-current form once Client has paid the amounts due, and Section 7.3 applies to the work Client has paid for.

Effect of termination by Strykia or for Strykia’s breach. If Client ends an Order Form under Section 15.3 for Strykia’s breach, or Strykia ends an Order Form under Section 15.4, Strykia will refund the Fees Client paid for Services Strykia has not performed, determined by reference to the Fixed Fee and the stage the project reached, and will deliver the work in progress in its then-current form. Section 7.3 applies to the work Client has paid for. For recurring Agent Services, Strykia will refund any Monthly Fee Client prepaid for a period after the end date.

General effects. When an Order Form ends, accrued payment obligations remain due, Article 10 applies to the return or deletion of Confidential Information, and Client’s access to anything that Strykia hosts ends as Schedule B provides. Articles 7, 10, 11, 13, 14, 16, 17 and 18, and Sections 12.5 and 12.6, survive the end of the Agreement.

Informal resolution. A party that has a dispute under this Agreement will give the other party written notice that describes it. The parties will confer in good faith for thirty (30) days after the notice, by video call or email, to try to resolve it. After that period, either party may begin a proceeding. This Section does not delay a request for urgent equitable relief.

Governing law. Massachusetts law governs this Agreement and any dispute arising out of or relating to it, without regard to its conflict-of-laws rules.

Venue. The state courts that sit in Essex County, Massachusetts, and the United States District Court for the District of Massachusetts, are the exclusive venue for any proceeding arising out of or relating to this Agreement, and each party consents to personal jurisdiction in those courts. Either party may bring an individual claim in a small claims court of competent jurisdiction.

Jury waiver. TO THE EXTENT THE LAW PERMITS, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Time to bring a claim. To the extent the law permits, a party must begin a proceeding on a claim arising out of or relating to this Agreement within two (2) years after the claim accrues.

Equitable relief. Either party may seek an injunction or other equitable relief to prevent or stop the unauthorized use of its intellectual property or the unauthorized disclosure of its Confidential Information, in addition to its other remedies.

Costs. In a proceeding to enforce this Agreement, the court may award the prevailing party its reasonable costs and attorneys’ fees.

Notices. Notices under this Agreement must be in writing and in English and may be sent by email to the address in the Order Form. Strykia’s address for notices is 98alanh@gmail.com, or another address that Strykia publishes at strykia.com/contact/. A notice is effective when sent, unless the sender receives an automated message that the email was not delivered. Each party will keep its notice address current.

Electronic signatures and records. The parties may sign and deliver this Agreement, each Order Form, each notice and each amendment electronically. Each party agrees that its electronic signature, including a typed name, has the same effect as a handwritten signature under the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) and the Massachusetts Uniform Electronic Transactions Act (M.G.L. c. 110G). Each party consents to do business electronically and may request a paper copy of this Agreement. A copy kept in electronic form is as effective as an original.

Counterparts. The parties may sign an Order Form in counterparts, which together are one document.

Entire agreement. This Agreement is the entire agreement between the parties about its subject and replaces all earlier proposals, discussions and understandings about it, except that a Quote that Client accepts becomes the Order Form.

Amendments. This Agreement may be amended only in writing that both parties sign or accept electronically, except as Section 2.6 provides.

Assignment. Client may not assign this Agreement without Strykia’s written consent, which Strykia will not unreasonably withhold, except to a successor to all or substantially all of Client’s business that assumes this Agreement in writing and gives prompt notice. Strykia may assign this Agreement to an entity that succeeds to Strykia’s business, including an entity that Alan Herrera forms, by written notice to Client. The assignee assumes Strykia’s obligations, and a reference to Strykia includes that successor.

Events beyond a party’s control. Neither party is liable for a delay or failure to perform, other than a failure to pay, that results from an event beyond its reasonable control. Such events include natural disaster, public health emergency, war, civil unrest, government action, labor dispute, failure of utilities or the internet, and failure or outage of a third-party hosting, telecommunications, payment or AI model provider that the affected party did not cause. The affected party will give prompt notice and use reasonable efforts to resume performance. If the event continues for more than sixty (60) days, either party may end the affected Order Form by written notice, and Section 15.7 applies.

Severability. If a court finds a provision of this Agreement unenforceable, that provision will be enforced to the greatest extent the law permits, and the rest of this Agreement will remain in effect.

No waiver. A party’s delay or failure to enforce a right is not a waiver of it. A waiver is effective only if it is in writing.

No third-party beneficiaries. This Agreement does not give any right to a person that is not a party, except that the persons protected by Article 14 may enforce that Article.

Rights that cannot be waived. Nothing in this Agreement waives or limits a right or remedy that cannot be waived or limited under applicable law, including M.G.L. c. 93A where it applies.

Scope. Strykia will design and build the Website that the Order Form describes. Strykia offers three standard tiers. The Order Form states the tier, the pages and the Fixed Fee, and it controls over the summary below.

Process and timeline. The project runs in these stages: (a) a research call and a written fact sheet, which Client reviews and confirms; (b) the Start Date; (c) design and build, with a draft delivered on a private preview link; (d) revision rounds; (e) Client’s final approval; (f) payment of the balance of the Fixed Fee; and (g) Launch. The Order Form states the estimated timeline. It runs from the Start Date, in calendar days, and does not include time that Strykia spends waiting for Client.

Revision rounds. A “Revision Round” is one consolidated set of written changes to an existing draft, delivered together. Two Revision Rounds are included. Each additional Revision Round is an Extra under Section 6.2. A request to add pages, sections or functions that the Order Form does not describe is not a Revision Round and is handled as a Change Request.

Copy and content. Where Strykia writes copy, Client will review it for accuracy before approving it. Client is responsible for the factual claims it approves, including prices, licenses, certifications, guarantees and testimonials.

Hosting, domain and Launch. The Website is hosted on a Netlify account in Client’s name, and Client owns the domain name. Strykia builds the Website in a private preview environment and, after Client has paid the balance of the Fixed Fee, deploys it to Client’s account. “Launch” means the first day the Website is publicly available at Client’s domain, and the “Launch Date” is that day.

Launch checklist. Before Launch, Strykia will (a) test that the contact form delivers to Client’s inbox or CRM, (b) run a Google PageSpeed Insights test and send Client the score, and (c) submit the Website to Google Search Console, for which Client will grant the access Strykia needs.

Launch Support Period. The “Launch Support Period” is the thirty (30) days that begin on the Launch Date. During it, Strykia will correct, at no charge, any Defect that Client reports in writing. A “Defect” is a failure of the Website to conform as Section 12.2 describes.

30-Day Performance Review. On or about the thirtieth (30th) day after the Launch Date, Strykia will carry out a performance review (the “Review”) and deliver a written summary within seven (7) days afterward. The Review consists of:

1. a new performance test of each page in the Order Form, using Google PageSpeed Insights or a comparable tool, with a comparison to the launch score;
2. a new test that the contact form delivers to Client’s inbox or CRM;
3. a check of the indexing and crawl-error status in Google Search Console, if Client has granted access;
4. a check for broken links and visible display errors on current versions of the major desktop and mobile browsers; and
5. a written list of findings and recommended next steps.

The Review is an inspection and a report. It is not a promise of any score, ranking or result. Work that the Review recommends, other than correcting a Defect, is optional and is an Extra or a Change Request. If Client does not grant the access that an item needs, Strykia will omit that item. Ongoing maintenance and monitoring after the Review are not included and may be ordered separately.

After the Review. When Strykia delivers the Review, the Website Services are complete, and the Website Order Form ends. After that, Client is responsible for maintaining, updating and backing up the Website and for the security of Client’s accounts. The warranty in Article 12 and the Review do not cover changes made by anyone other than Strykia.

Local search and directory work. Where the Order Form includes local SEO groundwork or work on Client’s Google Business Profile, Strykia will perform it as the Order Form describes. The Google Business Profile is Client’s account, and Google controls its features and policies.

Plans. Strykia offers made-to-measure Agents and custom Agents. A made-to-measure Agent is either a “Standard Agent” or an “Advanced Agent.” A Standard Agent runs on a lower-cost AI model. An Advanced Agent runs on a stronger AI model, or forms part of a workflow in which several Agents hand work to each other. Strykia chooses the AI model and the class. The Order Form states the class, the AI model provider, the Setup Fee, the Volume Band, the Monthly Fee, the Included Usage and the Spending Cap, and it controls over the summary below. A “Volume Band” is a range of conversations in a calendar month (or documents, for the spreadsheet and invoice Agent), and the Monthly Fee depends on the Volume Band. The Order Form lists the Volume Bands and the Monthly Fee for each. The Setup Fee for a made-to-measure Agent is in Section B.2. A custom Agent’s Setup Fee is quoted after a call, and its Monthly Fee is the expected AI usage at the model provider’s list price plus a 30% buffer plus $200 for care.

These are Strykia’s standard amounts as of the date of this version. AI models and their prices change often, and the amounts in the Order Form are the amounts that apply.

Setup Fees for made-to-measure Agents. The Setup Fee depends on the Agent. The Order Form states the Setup Fee that applies. The standard Setup Fees for a Standard Agent are below. The Setup Fee for an Advanced Agent is $750 more than the Setup Fee for the same Agent as a Standard Agent.

Setup. Strykia will fit the Agent to Client’s Approved Information, configure the integrations that Client authorizes, such as a calendar, inbox, CRM or text messaging, and test the Agent with Client’s real customer questions before Go-Live. The Order Form states the setup time. It depends on the tools the Agent connects to and on Client’s timely access and information.

Go-Live. Strykia will tell Client when the Agent has passed testing and is ready. “Go-Live” occurs on the earliest of (a) Client’s written approval, (b) the first day the Agent answers real customers, and (c) the fifteenth (15th) day after Strykia’s notice that the Agent is ready, unless Strykia caused the delay. The “Go-Live Date” is the day Go-Live occurs.

What the Monthly Fee includes. The Monthly Fee includes AI usage up to the Included Usage, hosting, monitoring, reasonable updates to the Approved Information that Client requests, and a monthly re-test of the Agent with updates where needed. Rewriting the Approved Information in full, adding capabilities and adding integrations are Change Requests.

Included Usage and Spending Cap. “Included Usage” is the number of conversations in a calendar month (or documents, for the spreadsheet and invoice Agent) up to the top of the Volume Band that the Order Form states. A “conversation” is a series of messages with one person, and it ends after twenty-four (24) hours without a new message. The Order Form states a monthly spending cap (the “Spending Cap”) on AI usage costs. If usage in a month passes the Volume Band, Strykia will tell Client, and the Monthly Fee for that month is the Monthly Fee for the next Volume Band in Section B.1. Client agrees to that step up by accepting an Order Form that lists the Volume Bands. If usage passes the top Volume Band, Strykia will not charge for usage beyond it unless Client agrees in writing to move the Agent to custom pricing. If the Agent reaches the Spending Cap, it hands conversations to a person or pauses until the next month, unless Client approves a higher cap in writing or the parties agree to move the Agent to custom pricing. Apart from the step up that this section describes, Strykia will not charge for usage beyond the Included Usage without Client’s prior written agreement.

Billing and recurring payment authorization. The Monthly Fee is billed monthly in advance. The first charge is on the Go-Live Date, and each later charge is on the same day of each month (each a “Billing Date”). Each billing period is one month and is not prorated. By accepting the Order Form, Client authorizes Strykia, through its payment processor, to charge the payment method on file the Monthly Fee on each Billing Date until cancellation takes effect, and any other amount Client has approved. Client will keep the payment method valid. If a payment fails, Strykia will notify Client and may retry it, and Section 15.5 applies.

Cancellation by Client. Client may cancel Agent Services at any time, for any reason, by written notice to Strykia’s notice address in Section 17.1 or through the contact form at strykia.com/contact/. After Go-Live there is no cancellation fee and no minimum term. Before Go-Live, Section 15.6 applies. Cancellation takes effect on the last day of the monthly period Client has paid for. The Agent continues to operate through that day, and no further Monthly Fee is charged. A cancellation notice that Strykia receives before a Billing Date stops the charge for the period that would begin on that date. Strykia will confirm the cancellation by email within two (2) Business Days. The cancellation is effective whether or not Strykia confirms it. If Client asks Strykia to turn the Agent off sooner, Strykia will do so, and the Monthly Fee already paid for the period is not refunded.

Changes to price and plan terms. Strykia may change the Monthly Fee, the Included Usage or other plan terms by written notice to Client’s designated contact at least thirty (30) days before the change takes effect. The notice will state the new amount and the date. The change takes effect on the first Billing Date after the notice period. Client may cancel under Section B.8 before that Billing Date, and the change then does not apply to Client. If Client does not cancel, the change applies. A change does not affect a Setup Fee that Client has already paid or accepted.

Changes of AI model. Strykia chooses the AI model for each Agent, and the Order Form identifies the Agent’s class and the AI model provider. Strykia will tell Client which AI model the Agent runs on when Client asks. If the provider retires or materially changes that model, or a newer or lower-cost model passes the monthly re-test, Strykia may replace it with a model in the same class. Strykia will test the replacement before using it. A replacement in the same class does not change the Monthly Fee. Client will not unreasonably withhold approval of a replacement that the provider’s retirement of the original model makes necessary. If the Agent needs to move to a different class, Section B.9 applies.

Client responsibilities for Agents. Client will keep its Approved Information accurate and current, tell Strykia promptly about changes to its prices, hours and policies and about inaccurate answers it sees, provide the contacts who receive handoffs, keep the consents and notices that Section 9.6 describes, make sure that any form that feeds an Agent carries the notices the law requires, and keep Agent credentials confidential.

Rules for particular Agents. In addition to Article 9:

1. for a booking assistant, Client’s calendar is the source of truth, and Client is responsible for honoring the bookings the Agent makes;
2. for a review request Agent, the Agent asks real customers for reviews and drafts replies for Client to approve, and it does not write reviews; Client will comply with the Federal Trade Commission’s rule on consumer reviews and testimonials (16 C.F.R. Part 465);
3. for a spreadsheet and invoice Agent, a person on Client’s side must check its output before Client relies on it and must approve anything that moves money, and the Agent is not an accounting service;
4. for an instant lead follow-up Agent, Client confirms that each lead agreed to be contacted in the way the Agent contacts them; and
5. for a personal scheduler Agent, the Agent prepares and queues social media posts, proposes and arranges meetings and events, and updates Client’s calendar only within the permissions Client grants, and it does not publish a post, send an invitation, or accept or change a calendar entry for Client unless Client has approved it. Client is responsible for the content, timing and accuracy of what the Agent publishes or sends, for the schedules and commitments that result, and for following the terms of each social media platform, calendar service and other third-party account Client connects, including rules on automated posting and on disclosing sponsored content (including the Federal Trade Commission’s Endorsement Guides, 16 C.F.R. Part 255). Strykia does not guarantee that a platform or calendar service will accept, publish or sync an item, or that an item will reach its audience at a particular time.

Conversation logs and data. Client may read the Agent’s conversation logs. Strykia keeps them for the term of the Agent Services and during the Export Period, unless the Order Form states a different period. Client understands that conversation content is sent to the AI model provider and to other subprocessors in order to generate responses. Strykia will use provider plans under which, when Strykia selects them, the provider does not use Client Data to train its general models.

Availability and support. Strykia will use reasonable efforts to keep the Agent available and will respond to reports of a malfunction as promptly as reasonably practicable. Strykia gives no uptime commitment unless the Order Form states one. The Agent may be unavailable during maintenance or because of a third-party outage.

Ownership of the Agent. The Agent is a hosted service. The Agent’s instructions, workflows and designs are Strykia Materials, and Client has a right to use the Agent only while the Agent Services continue. Client owns the Client Data, the Approved Information and the output described in Section 7.5. Unless the Order Form says otherwise, a custom Agent is treated the same way.

Setup Fee. For the purposes of Sections 15.6 and 15.7, the Setup Fee is treated as the Fixed Fee.

Ending Agent Services. When cancellation takes effect, Strykia will turn off the Agent and will, on request, give Client instructions to remove the Agent from Client’s website and integrations. For thirty (30) days after the end date (the “Export Period”), Strykia will, on request and at no charge, give Client an export of the Client Data and the Approved Information in a common format, such as CSV, JSON or PDF. After the Export Period, Strykia will delete the Client Data as Schedule C provides.

Roles and purpose. Client is the business that determines the purposes and means of processing, and Strykia is Client’s service provider (processor). Strykia processes the Personal Information only for the business purpose of providing the Services under this Agreement.

Restrictions on Strykia. Strykia will not (a) sell or share the Personal Information, (b) retain, use or disclose it for any purpose other than the business purpose, including for any commercial purpose, or outside its direct business relationship with Client, or (c) combine it with personal information from another source, except as the law permits for a service provider.

Compliance. Each party will comply with the privacy and data security laws that apply to it. Strykia will give the Personal Information the same level of privacy protection that the California Consumer Privacy Act requires of a service provider, where that law applies to Client, and will tell Client if it can no longer meet its obligations under this Schedule. Client may take reasonable steps to stop and remedy unauthorized use.

Personnel. Strykia will allow access to the Personal Information only to persons who need it for the Services and who are bound by duties of confidentiality.

Security measures. Strykia’s safeguards include:

1. access to Client Data limited to Strykia and its subcontractors who need it;
2. unique credentials, and multi-factor authentication on accounts that hold Client Data where the provider offers it;
3. encryption of Client Data in transit, and at rest where the provider offers it;
4. API keys and other secrets kept in a secrets store and not in source code;
5. separate environments for testing and for live operation;
6. timely installation of security updates;
7. logging of Agent activity and regular backups;
8. a written incident-response procedure; and
9. secure deletion of Client Data when this Schedule requires it, and a review of Strykia’s written security program at least once a year.

Subprocessors. Client authorizes Strykia to use subprocessors in these categories: hosting and content-delivery providers; AI model providers; workflow-automation providers; email, text-message and telephone providers; and the calendar, CRM and other tools that Client designates. Strykia will give Client a current list on request. Strykia will tell Client by email at least fifteen (15) days before it adds a subprocessor that will process Personal Information. Client may object in writing within that period. If the parties cannot resolve the objection, Client may cancel the affected Services without penalty, and Strykia will refund any Monthly Fee Client prepaid for the period after the end date. Strykia remains responsible for its subprocessors’ performance of the obligations in this Schedule.

Requests from individuals. If an individual asks Strykia about the individual’s Personal Information in the Client Data, Strykia will forward the request to Client within five (5) Business Days and will not respond to it unless Client instructs Strykia to or the law requires. Strykia will give Client reasonable help in responding to requests. Ordinary help is at no charge, and extraordinary help is at flat rates the parties agree in writing.

Security incidents. Strykia will notify Client without unreasonable delay, and within seventy-two (72) hours after Strykia confirms, that Personal Information in the Client Data was acquired or used by an unauthorized person or for an unauthorized purpose. The notice will describe the nature of the incident, the date or approximate date, and the steps Strykia has taken, as far as that information is then known, and Strykia will cooperate with Client’s investigation. Client is responsible for notices to individuals and to regulators, including under M.G.L. c. 93H, unless the law requires Strykia to give them.

Return and deletion. Within thirty (30) days after the Export Period ends, or earlier on Client’s written request, Strykia will delete or return the Client Data, and will delete copies held in routine backups within ninety (90) days afterward, except where the law requires Strykia to keep them.

Information and audits. Once in any twelve (12) months, Strykia will answer Client’s reasonable written security questionnaire and give Client the information needed to show that Strykia meets this Schedule. If the law requires more, the parties will agree on a reasonable time, scope and confidentiality terms, and Client will bear the cost.

Data from outside the United States. The Services are provided from the United States to businesses in the United States. Strykia processes Client Data in the United States. If Client needs Strykia to process personal data of individuals in the European Economic Area, the United Kingdom or Switzerland, the parties will first sign a data processing addendum, and Strykia may decline the engagement if it cannot meet the requirements.

Precedence. If this Schedule conflicts with another part of this Agreement about Personal Information, this Schedule controls. Article 13 applies to liability under this Schedule.