Terms of Service

These Terms of Service ("Terms," "Agreement," or "Terms of Service") constitute a legally binding agreement between Houpt Brothers LLC d/b/a Elite Body Shops ("Elite Body Shops," "Company," "we," "us," or "our") and the individual or legal entity purchasing, accessing, or using our services ("Client," "you," or "your").

By purchasing, subscribing to, accessing, or using any services provided by Elite Body Shops, providing payment information, authorizing a payment, electronically accepting these Terms, verbally authorizing services or payment, participating in a recorded or unrecorded telephone or video call concerning the services, or otherwise agreeing to receive services from Elite Body Shops, you acknowledge that you have read, understood, and agreed to these Terms to the extent permitted by applicable law.

If you are entering into this Agreement on behalf of a business, company, corporation, partnership, LLC, or other legal entity, you represent and warrant that you have authority to bind that entity to this Agreement.

1. Company and Services

Houpt Brothers LLC d/b/a Elite Body Shops provides website development, website hosting, website maintenance, digital marketing, search engine optimization ("SEO"), artificial intelligence ("AI") services, customer relationship management ("CRM"), lead management, automation, forms, booking systems, chat functionality, review-management tools, missed-call text-back services, communication services, and related digital services.

The specific services provided to Client are determined by the service package purchased by Client and any written service description, proposal, order form, checkout page, or other agreement applicable to Client's account.

Unless otherwise expressly agreed in writing, Elite Body Shops' standard subscription is $297.00 per month.

Elite Body Shops may use third-party software, platforms, APIs, hosting providers, payment processors, AI providers, communication providers, domain registrars, analytics providers, and other third-party technology in providing the services.

Elite Body Shops may modify, improve, replace, add, or remove features or components of the services when reasonably necessary to maintain, improve, secure, or operate the services.

2. Monthly Subscription

The standard Elite Body Shops monthly service subscription is a month-to-month service billed at $297.00 per month, unless a different price is expressly agreed to in writing.

The standard Elite Body Shops service subscription for $297/month includes a fully built website, access to the Elite Body Shops platform (web and mobile app), a dedicated business phone number for calling and texting, CRM access, business automations, and customer review management tools.

The subscription automatically renews on a monthly basis unless cancelled in accordance with these Terms.

There is no minimum contract term unless Client and Elite Body Shops separately agree in writing to a different term.

Client understands and agrees that the subscription is a recurring service and that the Client's authorized payment method may be automatically charged $297.00 each billing period until the subscription is cancelled.

The recurring nature of the charge, amount of the recurring charge, and cancellation procedure will be disclosed to Client before or at the time of enrollment through applicable checkout materials, written communications, electronic communications, or verbal disclosures.

3. Billing Authorization and Payment Authorization

By providing a payment method and authorizing enrollment in the Elite Body Shops subscription, Client authorizes Elite Body Shops and its authorized payment processor to charge the selected payment method for:

1. The initial applicable charge; and
2. Recurring monthly charges of $297.00 for each subsequent billing period until cancellation.

Client represents and warrants that Client is authorized to use the payment method provided.

Where Client enrolls by telephone, video conference, Zoom, in person, electronic communication, or another method that does not involve an online checkout, Client may provide affirmative authorization for the subscription and recurring billing after being informed of the applicable price, recurring nature of the charge, and cancellation procedure.

Where legally permitted, Elite Body Shops may rely upon affirmative verbal authorization, electronic acceptance, payment authorization, written confirmation, electronic communications, recordings, invoices, receipts, account records, CRM records, payment processor records, or other evidence demonstrating Client's authorization.

Client agrees that payment authorization may be documented through multiple records and that no single form of evidence is required unless applicable law requires otherwise.

Elite Body Shops may retain records of payment authorizations, communications, invoices, receipts, account records, recordings, and other information reasonably necessary to document the Client's subscription and payment history.

4. Payment Processing

Payments may be processed through third-party payment processors.

Client's payment information may be processed and stored by the applicable payment processor in accordance with that provider's terms, security practices, and privacy policy.

Elite Body Shops does not intentionally store complete payment-card information, including full card numbers or card security codes, in ordinary customer notes, emails, or CRM records.

Where reasonably possible, payment information should be entered directly into the applicable payment processor or secure payment interface rather than transmitted through ordinary email, text message, or other unsecured communication.

Client agrees to provide accurate and current billing information and to update payment information when necessary.

5. Failed Payments

If a payment is declined, reversed, expired, disputed, or otherwise unsuccessful, Elite Body Shops may attempt to process the payment again using an authorized payment method, subject to applicable law and payment-processor requirements.

Elite Body Shops may suspend some or all services if an account becomes past due.

Suspension for nonpayment does not automatically cancel the subscription or eliminate amounts already owed.

Client remains responsible for valid charges incurred before cancellation or termination.

Elite Body Shops may require outstanding balances to be paid before restoring suspended services.

6. Cancellation

Client may cancel the monthly subscription by contacting Elite Body Shops through the Company's designated cancellation method.

Cancellation should be requested before the next scheduled billing date to prevent the next billing cycle from beginning.

Once a valid cancellation request has been received and processed, the subscription will not renew for the following billing period.

Cancellation does not eliminate amounts that became due before the effective cancellation date.

Elite Body Shops will not knowingly continue recurring billing after a valid cancellation has been processed.

Elite Body Shops may maintain records of cancellation requests, communications, account status, and billing activity.

7. Refunds

Unless otherwise expressly agreed in writing or required by applicable law, payments are non-refundable.

Elite Body Shops generally does not provide prorated refunds for partially used monthly billing periods.

Because the subscription may include ongoing access to software, hosting, website services, maintenance, support, automations, CRM functionality, communication systems, and other digital services, cancellation does not automatically create a right to a refund for unused time in an already-paid billing period.

Any discretionary refund issued by Elite Body Shops does not establish a continuing obligation to issue refunds in similar circumstances.

Nothing in this section is intended to waive any non-waivable rights provided by applicable law.

8. Service Activation and Client Delays

Elite Body Shops will make commercially reasonable efforts to begin and provide services promptly.

Project and implementation timelines may depend upon Client providing information, approvals, passwords, access credentials, domain information, business information, photographs, logos, content, telephone numbers, social-media access, Google Business Profile access, or other materials.

Elite Body Shops is not responsible for delays caused by Client's failure to provide requested information, approvals, credentials, materials, or other cooperation.

Elite Body Shops is also not responsible for delays caused by third-party platforms, domain registrars, hosting providers, search engines, telecommunications providers, regulatory reviews, outages, or circumstances beyond Company's reasonable control.

9. Client Responsibilities

Client agrees to provide accurate, current, and complete information necessary to provide the services.

Client is responsible for reviewing and approving business information, website content, advertisements, offers, pricing, service descriptions, business hours, contact information, addresses, photographs, logos, claims, promotions, and other information before or after publication.

Client represents and warrants that Client owns or has obtained all necessary rights, licenses, permissions, and authorizations for materials supplied to Elite Body Shops.

Client is solely responsible for the legality and accuracy of Client's business operations, products, services, advertisements, claims, promotions, pricing, customer communications, and customer relationships.

10. Website Services

Where website services are included, Elite Body Shops may design, develop, configure, host, maintain, update, and manage a website or related digital properties for Client.

Website design, functionality, structure, content, features, and technical elements may be modified when reasonably necessary to provide or maintain the services.

Websites depend on internet infrastructure and third-party technologies. Elite Body Shops does not guarantee uninterrupted or error-free availability.

Elite Body Shops does not guarantee that a website will remain compatible indefinitely with every browser, device, operating system, third-party service, plugin, API, or future technology.

11. Website Content

Elite Body Shops may create or assist with website copy, service descriptions, FAQs, blog content, graphics, images, advertisements, SEO content, AI-generated content, and other marketing materials.

Client is responsible for reviewing content and notifying Elite Body Shops of inaccuracies, omissions, or requested changes.

Client remains responsible for business-specific information, including prices, warranties, certifications, licenses, guarantees, service claims, promotional claims, and representations about Client's business.

Elite Body Shops may rely on information supplied by Client when creating or modifying content.

12. Artificial Intelligence

Elite Body Shops may use artificial intelligence ("AI") technologies in connection with website development, content creation, customer communication, lead management, automation, SEO, chat, marketing, and other services.

AI-generated content and outputs may contain errors, omissions, inaccuracies, outdated information, or unintended results.

AI systems are not guaranteed to produce accurate, complete, appropriate, unique, or legally compliant results in every circumstance.

Client is responsible for reviewing information that materially affects Client's business, customers, pricing, services, legal obligations, or other important business decisions.

Client understands that AI technology does not replace legal, accounting, financial, insurance, medical, or other professional advice.

Elite Body Shops does not guarantee that AI systems will correctly understand every question, lead, appointment request, complaint, emergency, or customer communication.

Client remains responsible for monitoring and supervising automated customer communications and business processes.

13. SEO and Search Engine Results

Elite Body Shops may provide search engine optimization ("SEO") services.

SEO performance depends upon factors outside Elite Body Shops' control, including search-engine algorithms, competition, website changes, third-party websites, reviews, customer behavior, location, industry conditions, search demand, and search-engine policies.

Elite Body Shops does not guarantee:

• Any particular Google ranking;
• Any particular search-engine ranking;
• First-page placement;
• Number-one rankings;
• Google Business Profile placement;
• Search traffic;
• Website traffic;
• Leads;
• Calls;
• Appointments;
• Customers;
• Sales;
• Revenue; or
• Any particular return on investment.

Any examples, projections, estimates, case studies, testimonials, or performance illustrations are examples only and are not guarantees.

14. Leads, Sales, Appointments, and Revenue

Elite Body Shops provides marketing and technology services and does not guarantee specific business results.

Client understands that leads, sales, appointments, revenue, and other business results depend upon numerous factors outside Elite Body Shops' control.

Such factors may include Client's pricing, reputation, location, competition, responsiveness, staffing, customer service, sales process, availability, service quality, market conditions, advertising budget, and other circumstances.

15. Third-Party Services

Elite Body Shops may use or integrate with third-party services, including but not limited to:

• GoHighLevel;
• Google;
• Google Business Profile;
• Google Analytics;
• Meta;
• Facebook;
• Instagram;
• Domain registrars;
• Hosting providers;
• Payment processors;
• SMS providers;
• Email providers;
• Telecommunications providers;
• AI providers;
• CRM providers;
• Mapping services;
• Analytics services; and
• Other software, platforms, APIs, or technology providers.

Third-party services are governed by their own terms, policies, privacy policies, fees, limitations, and availability.

Elite Body Shops does not control third-party services and is not responsible for third-party outages, suspensions, account restrictions, data loss, API changes, algorithm changes, policy changes, pricing changes, service interruptions, or termination.

If a third-party provider changes, restricts, suspends, discontinues, or materially alters a service, Elite Body Shops may modify, replace, or discontinue the affected feature.

16. Domains

If Elite Body Shops assists Client with purchasing, registering, transferring, connecting, configuring, or managing a domain name, the domain remains subject to the applicable registrar's terms and policies.

Domain registration, renewal, transfer, and other registrar fees may be separate from the monthly subscription unless expressly stated otherwise.

Client is responsible for maintaining accurate domain-registration information and complying with registrar requirements.

Elite Body Shops is not responsible for domain expiration, registrar suspension, domain disputes, transfer delays, DNS issues, or loss of a domain caused by Client or a third-party registrar.

17. Hosting

Where hosting is included, Elite Body Shops may provide or arrange website hosting through its own infrastructure or a third-party hosting provider.

Hosting is provided while the Client's subscription is active and current.

Elite Body Shops does not guarantee uninterrupted, continuous, or error-free hosting.

Temporary interruptions may occur because of maintenance, upgrades, outages, security issues, third-party infrastructure, internet failures, or circumstances beyond Company's reasonable control.

18. SMS, Email, Phone, and Communication Services

If Elite Body Shops provides SMS, voice, email, or other communication services, Client is responsible for complying with all applicable laws, regulations, carrier requirements, platform policies, and consent requirements.

Client must obtain legally sufficient consent before sending communications when consent is required.

Client is responsible for the content, purpose, frequency, timing, and recipients of communications sent on Client's behalf.

Client agrees not to use Elite Body Shops' systems for unlawful, deceptive, abusive, fraudulent, harassing, threatening, unsolicited, or prohibited communications.

Elite Body Shops may suspend communication functionality if it reasonably believes the account creates legal, regulatory, carrier, security, abuse, or reputational risks.

Client acknowledges that telecommunications providers may impose registration requirements, filtering, fees, restrictions, message limits, or other requirements.

Elite Body Shops does not guarantee message delivery, carrier acceptance, deliverability, response rates, or uninterrupted communication services.

19. SMS Messaging Terms and Compliance

19.1 Program Description

Where applicable, SMS messaging programs operated by or through Elite Body Shops may send marketing and non-marketing messages to individuals who have provided appropriate consent to receive communications.

Messages may include:

• Promotions, discounts, and marketing offers;
• Service updates and notifications;
• Appointment-related communications;
• Customer support;
• Account-related communications; and
• Other communications authorized by the recipient.

SMS consent will be collected through applicable opt-in methods, which may include website forms, checkout forms, customer requests, or other compliant methods.

SMS consent is not a condition of purchasing unrelated goods or services unless expressly permitted by applicable law.

19.2 Cancellation Instructions

Recipients may request to stop SMS messages by replying STOP to the applicable messaging number.

After a valid opt-out request, messaging may be discontinued in accordance with applicable carrier and messaging requirements.

To resume messages, the recipient may need to complete a new opt-in process.

19.3 Support

For SMS support, recipients may reply HELP where supported or contact:

19.4 Message and Data Rates

Message and data rates may apply depending on the recipient's wireless plan.

Message frequency varies based on the services, communications, appointments, account activity, and other applicable circumstances.

Recipients should contact their wireless provider regarding their individual text or data plan.

19.5 Carrier Liability

Wireless carriers are not responsible for delayed or undelivered messages.

19.6 Supported Carriers

SMS services are intended to operate with major United States wireless carriers, subject to carrier availability, technical limitations, filtering, and applicable messaging requirements.

19.7 Age Restriction

SMS programs are intended for individuals who are legally permitted to provide the required consent under applicable law and carrier requirements.

19.8 Compliance

Elite Body Shops will seek to operate SMS programs in accordance with applicable laws, regulations, carrier requirements, and applicable industry standards.

However, Client is responsible for ensuring that Client's own customer communications and marketing practices comply with laws applicable to Client's business.

20. Call Recording, Video Conferences, and Communication Records

Elite Body Shops may use telephone, voice, video-conferencing, CRM, customer-service, and communication systems that have recording, transcription, logging, or related functionality.

Where legally permitted and where appropriate notice or consent has been provided, Elite Body Shops may record, transcribe, or otherwise document telephone calls, Zoom meetings, video conferences, sales calls, support calls, onboarding calls, payment-authorization calls, and other business communications.

Calls and meetings may be recorded or documented for legitimate business purposes, including:

• Documenting Client authorization;
• Confirming purchases and subscription enrollment;
• Confirming billing instructions;
• Verifying payment authorization;
• Customer service;
• Quality assurance;
• Training;
• Security and fraud prevention;
• Dispute resolution;
• Maintaining business records;
• Reviewing service requests;
• Improving services; and
• Protecting the rights, property, and legitimate business interests of Elite Body Shops and its Clients.

Elite Body Shops may use third-party providers to facilitate telephone calls, Zoom meetings, recording, transcription, storage, CRM functionality, or communication services.

Where recording is used, Elite Body Shops may provide an appropriate notice at the beginning of a call or meeting and may request or obtain consent when required by applicable law.

Client should not provide confidential, sensitive, or unnecessary personal information during a recorded communication unless such information is reasonably necessary for the services.

Recordings, transcripts, call logs, meeting records, and related communications may be retained for as long as reasonably necessary for legitimate business purposes, contractual purposes, security, compliance, dispute resolution, recordkeeping, or as otherwise permitted or required by applicable law.

Where legally permitted, recordings and related records may be used as evidence of communications, instructions, acknowledgments, authorizations, or agreements.

A recording is not necessarily the sole evidence of an agreement or authorization. Elite Body Shops may also rely upon payment records, invoices, receipts, electronic signatures, electronic acceptance, emails, text messages, CRM records, account records, timestamps, IP or device information where available, written confirmations, and other business records.

Nothing in this section is intended to create a right to record a communication where recording would violate applicable law. Elite Body Shops may refrain from recording, stop recording, or use an alternative method of documentation when appropriate.

21. Client Data and Customer Information

Client remains responsible for information and data supplied by Client or entered into systems used to provide the services.

Client represents that it has the rights and permissions necessary to provide such information.

Client is responsible for complying with applicable privacy and data-protection laws governing Client's customers, employees, leads, prospects, and other individuals.

Elite Body Shops may process Client information as reasonably necessary to provide, maintain, secure, troubleshoot, support, and improve the services.

22. Privacy Policy

Use of the Elite Body Shops website and services may also be subject to the Company's Privacy Policy.

The Privacy Policy is available at:

https://elitebodyshops.com/privacy-policy

The Privacy Policy is incorporated into these Terms to the extent applicable.

23. Intellectual Property

Unless otherwise expressly agreed in writing, Elite Body Shops retains all rights, title, and interest in its proprietary technology, systems, templates, frameworks, workflows, automations, processes, know-how, methodologies, designs, reusable components, code, software configurations, AI systems, prompts, internal tools, documentation, and other proprietary materials used to provide the services.

Client does not acquire ownership of Elite Body Shops' underlying systems merely because those systems are used to provide services to Client.

Client retains ownership of Client's original trademarks, logos, photographs, business information, and other materials supplied by Client.

Client grants Elite Body Shops a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, display, transmit, and process Client-provided materials as reasonably necessary to provide the services.

24. Website Ownership and Access After Cancellation

Unless otherwise agreed in writing, Client's subscription provides access to the website and related systems as part of the ongoing subscription service.

Certain underlying software, templates, workflows, automations, proprietary systems, configurations, and technology remain the property of Elite Body Shops.

Upon cancellation or termination, Elite Body Shops may disable hosted services, automations, CRM functionality, communication systems, and other subscription-based services.

Client may request reasonable transition or migration assistance, which may be subject to additional fees.

If Client independently owns its domain name, cancellation of Elite Body Shops services does not automatically transfer or terminate ownership of that domain.

25. Portability

Client understands that some services depend upon proprietary systems or third-party platforms and may not be fully portable to another provider.

Elite Body Shops does not guarantee that all website components, workflows, automations, databases, integrations, configurations, proprietary functionality, or other systems can be exported, transferred, or replicated outside the Company's service environment.

Third-party accounts remain subject to the third party's terms and technical limitations.

26. Client Content and License

Client represents and warrants that Client owns or has sufficient rights to all materials provided to Elite Body Shops.

Such materials may include:

• Logos;
• Photographs;
• Videos;
• Written content;
• Business information;
• Customer reviews;
• Trademarks;
• Advertisements;
• Product information; and
• Other intellectual property.

Client grants Elite Body Shops a non-exclusive license to use, reproduce, modify, publish, display, transmit, and distribute Client-provided materials as reasonably necessary to provide the services.

Client remains responsible for claims arising from materials supplied by Client.

27. Prohibited Use

Client may not use Elite Body Shops services to:

• Violate applicable law;
• Commit fraud or deception;
• Send unlawful spam;
• Harass or threaten individuals;
• Distribute malware;
• Conduct phishing or fraudulent activity;
• Infringe intellectual-property rights;
• Promote illegal activities;
• Distribute unlawful or abusive content;
• Circumvent security measures;
• Interfere with Company's systems;
• Attempt unauthorized access to systems or accounts;
• Abuse telecommunications or messaging services; or
• Engage in activity that creates material legal, security, reputational, or operational risk to Elite Body Shops or its service providers.

Elite Body Shops may suspend or terminate services for prohibited use.

28. Client Representations

Client represents and warrants that:

1. Client has authority to enter into this Agreement;
2. Information supplied to Elite Body Shops is accurate to the best of Client's knowledge;
3. Client has the rights necessary to use materials supplied to Elite Body Shops;
4. Client's use of the services will comply with applicable law;
5. Client will not knowingly use the services for fraudulent or unlawful activity; and
6. Client will promptly notify Elite Body Shops of material changes to information necessary to provide the services.

29. Confidentiality

Each party agrees to use reasonable care to protect confidential information received from the other party.

Confidential information does not include information that:

• Is publicly available through no fault of the receiving party;
• Was already lawfully known;
• Is independently developed without use of confidential information;
• Is lawfully received from a third party without confidentiality obligations; or
• Must be disclosed by law or valid legal process.

30. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ELITE BODY SHOPS PROVIDES ITS SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS.

ELITE BODY SHOPS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, OR SUITABLE FOR EVERY PARTICULAR PURPOSE.

ELITE BODY SHOPS DISCLAIMS WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

NOTHING IN THIS AGREEMENT IS INTENDED TO DISCLAIM ANY WARRANTY OR RIGHT THAT CANNOT LAWFULLY BE DISCLAIMED.

31. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ELITE BODY SHOPS AND ITS OWNERS, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AFFILIATES, AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER SIMILAR DAMAGES ARISING OUT OF OR RELATED TO THE SERVICES OR THIS AGREEMENT.

THIS INCLUDES, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF CUSTOMERS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF ELITE BODY SHOPS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY CLIENT TO ELITE BODY SHOPS FOR THE SERVICES DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

This limitation applies regardless of the legal theory asserted, including contract, negligence, tort, strict liability, statute, or otherwise, except to the extent such limitation is prohibited by applicable law.

32. Indemnification

Client agrees to defend, indemnify, and hold harmless Elite Body Shops and its owners, members, managers, officers, employees, contractors, affiliates, and service providers from and against claims, liabilities, damages, losses, costs, and reasonable attorneys' fees arising out of or related to:

1. Client's business;
2. Client's products or services;
3. Client's violation of applicable law;
4. Client's violation of these Terms;
5. Materials supplied by Client;
6. Claims that Client-provided materials infringe another party's rights;
7. Client's marketing claims or representations;
8. Client's customer communications;
9. Client's use of SMS, email, telephone, or other communication services;
10. Client's failure to obtain required consent;
11. Client's misuse of the services; or
12. Client's acts or omissions.

33. Suspension and Termination

Elite Body Shops may suspend or terminate services if:

• Client fails to pay amounts due;
• Client violates these Terms;
• Client engages in unlawful or prohibited activity;
• Client creates material security or compliance risks;
• A third-party provider requires suspension;
• Continued service would expose Elite Body Shops to unreasonable legal or operational risk; or
• Client otherwise materially breaches this Agreement.

Where reasonably practical, Elite Body Shops may provide notice and an opportunity to cure before termination for a curable breach.

Termination does not eliminate payment obligations incurred before termination.

34. Effect of Termination

Upon termination:

• Client's access to subscription-based services may end;
• Websites or hosted services may be disabled;
• Automations may stop;
• Communication systems may be disabled;
• CRM functionality may be suspended;
• Third-party services may remain subject to their own policies;
• Outstanding balances remain due; and
• Provisions that by their nature should survive termination will survive termination.

Surviving provisions include intellectual property, payment obligations, disclaimers, limitations of liability, indemnification, dispute resolution, governing law, confidentiality, and applicable recordkeeping provisions.

35. Service Modifications

Elite Body Shops may modify, improve, replace, or discontinue features of its services from time to time.

If a material change substantially reduces the core service being provided, Elite Body Shops will use commercially reasonable efforts to provide notice when reasonably practicable.

Changes made by third-party platforms, including changes to APIs, policies, algorithms, pricing, functionality, or availability, are not considered failures by Elite Body Shops when the Company does not control the third-party service.

36. Force Majeure

Elite Body Shops shall not be liable for delay or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, severe weather, war, terrorism, civil unrest, labor disputes, governmental action, internet outages, telecommunications failures, cyberattacks, third-party outages, platform changes, utility failures, epidemics, pandemics, or other events beyond reasonable control.

37. Dispute Resolution

Before initiating formal legal proceedings, the parties agree to make a good-faith effort to resolve disputes informally.

A party seeking to raise a dispute should provide written notice describing the dispute and requested resolution.

The parties should attempt in good faith to resolve the dispute within thirty (30) days after written notice.

If the dispute cannot be resolved informally, either party may pursue remedies available under applicable law, subject to any separate arbitration agreement that may be entered into between the parties.

38. Governing Law

This Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Pennsylvania, without regard to conflict-of-law principles, except to the extent federal law controls.

Any court proceeding permitted under this Agreement shall be brought in a court of competent jurisdiction located in Pennsylvania, unless applicable law requires otherwise.

39. Electronic Agreement and Records

Client agrees that electronic acceptance, electronic signatures, online checkout, electronic communications, payment authorization, checkbox acceptance, verbal authorization, recorded authorization where legally permitted, or other electronic acknowledgment may constitute acceptance of this Agreement to the extent permitted by applicable law.

The parties agree that electronic records and signatures may be used to establish the existence and acceptance of this Agreement.

Electronic records may include, without limitation:

• Electronic signatures;
• Checkout records;
• Payment records;
• Invoices;
• Receipts;
• Emails;
• Text messages;
• CRM records;
• Call logs;
• Call recordings where legally permitted;
• Zoom or video-conference records where legally permitted;
• Transcripts;
• Account records;
• Timestamps;
• Written confirmations; and
• Other electronically maintained business records.

Client agrees that such records may be maintained and used to document transactions, communications, authorizations, instructions, and account activity to the extent permitted by applicable law.

40. No Waiver

Failure by Elite Body Shops to enforce any provision of these Terms shall not constitute a waiver of its right to enforce that provision later.

A waiver must be expressly provided by an authorized representative of Elite Body Shops.

41. Severability

If any provision of these Terms is determined to be invalid, unlawful, or unenforceable, that provision shall be modified or limited to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

42. Assignment

Client may not assign or transfer this Agreement without the prior written consent of Elite Body Shops.

Elite Body Shops may assign or transfer this Agreement in connection with a merger, acquisition, sale of substantially all assets, corporate restructuring, or similar transaction.

43. Entire Agreement

These Terms, together with any applicable order form, checkout terms, service description, proposal, written agreement, or other document expressly incorporated into these Terms, constitute the entire agreement between Client and Elite Body Shops concerning the services.

These Terms supersede prior discussions, representations, proposals, or understandings concerning the same subject matter unless expressly incorporated into a written agreement.

44. Changes to These Terms

Elite Body Shops may update these Terms from time to time.

Updated Terms may be posted on the Company's website or otherwise provided to Client.

Material changes may be communicated through reasonable means, including email or account notifications.

Changes will become effective on the stated effective date of the updated Terms, subject to applicable law.

45. Notices

Notices concerning billing, cancellation, account status, service changes, or other matters may be provided electronically through email, the Client's account, text message where permitted, or other reasonable electronic means.

Client is responsible for maintaining accurate and current contact information.

46. No Professional Advice

Elite Body Shops provides marketing, technology, website, automation, AI, and related services.

The Company's services do not constitute legal, tax, accounting, financial, insurance, medical, or other professional advice.

Client should consult an appropriately licensed professional when professional advice is required.

47. No Guarantee of Legal or Regulatory Compliance

Elite Body Shops may provide tools, templates, automations, website content, forms, disclosures, or other materials intended to assist Client.

However, Elite Body Shops does not guarantee that any website, communication, advertisement, form, privacy policy, SMS campaign, AI system, or other material will satisfy every legal or regulatory requirement applicable to Client's particular business.

Client is responsible for obtaining professional legal or compliance advice when necessary.

48. Marketing and Portfolio Rights

Unless Client provides written notice stating otherwise, Client grants Elite Body Shops permission to identify Client as a customer and display Client's business name, logo, website, and publicly available materials in Elite Body Shops' portfolio, website, social media, presentations, case studies, or marketing materials.

Client may request removal of future portfolio use by contacting Elite Body Shops in writing.

49. No Partnership or Agency

Nothing in these Terms creates a partnership, joint venture, employment relationship, franchise, fiduciary relationship, or agency relationship between Elite Body Shops and Client.

Neither party has authority to bind the other except as expressly authorized in writing.

50. Independent Business Relationship

Client acknowledges that Elite Body Shops is an independent service provider.

Elite Body Shops does not control Client's employees, contractors, business operations, pricing, customer service, repair work, products, services, or internal business decisions.

51. Third-Party Claims

Elite Body Shops is not responsible for claims made by Client's customers, employees, vendors, competitors, advertising platforms, search engines, social-media platforms, or other third parties arising from Client's business operations or content.

Client remains responsible for its own products, services, representations, warranties, pricing, advertisements, and customer relationships.

52. Age and Authority

By accepting these Terms, Client represents that Client is legally capable of entering into a binding agreement or, if acting for a business entity, has authority to bind that entity.

53. Acknowledgment and Authorization

BY PURCHASING, SUBSCRIBING TO, OR USING ELITE BODY SHOPS SERVICES, CLIENT ACKNOWLEDGES THAT CLIENT HAS HAD THE OPPORTUNITY TO REVIEW THESE TERMS AND AGREES TO BE BOUND BY THEM.

CLIENT ACKNOWLEDGES THAT THE STANDARD SUBSCRIPTION PRICE IS $297.00 PER MONTH, THAT THE SUBSCRIPTION IS RECURRING, AND THAT THE SUBSCRIPTION CONTINUES UNTIL CANCELLED IN ACCORDANCE WITH THESE TERMS.

WHERE CLIENT ENROLLS BY TELEPHONE, VIDEO CONFERENCE, ZOOM, IN PERSON, OR ANOTHER METHOD WITHOUT AN ONLINE CHECKOUT, CLIENT'S AFFIRMATIVE AUTHORIZATION TO ENROLL IN THE $297.00 MONTHLY SUBSCRIPTION AND AUTHORIZE RECURRING BILLING MAY BE DOCUMENTED THROUGH PAYMENT RECORDS, WRITTEN COMMUNICATIONS, ELECTRONIC COMMUNICATIONS, ACCOUNT RECORDS, RECORDINGS WHERE LEGALLY PERMITTED, OR OTHER RECORDS MAINTAINED BY ELITE BODY SHOPS.

CLIENT ACKNOWLEDGES THAT A PAYMENT AUTHORIZATION OR SUBSCRIPTION AGREEMENT MAY BE ESTABLISHED THROUGH A COMBINATION OF RECORDS, INCLUDING ELECTRONIC ACCEPTANCE, PAYMENT RECORDS, INVOICES, RECEIPTS, EMAILS, TEXT MESSAGES, CRM RECORDS, CALL RECORDINGS WHERE LEGALLY PERMITTED, AND OTHER BUSINESS RECORDS.

54. Contact Information

For billing, cancellation, account, or service questions, Client may contact Elite Body Shops using the contact information above or through the Company's designated customer-support channel.

Client Acceptance

By purchasing, subscribing to, or using Elite Body Shops services, providing payment information, authorizing recurring payment, electronically accepting these Terms, providing verbal authorization where applicable, or otherwise agreeing to receive services, Client agrees to these Terms of Service.