This Service Level Agreement (“SLA”) is entered into on the date specified, between Pivo Web LLC, a Utah-based limited liability company, with its principal place of business at 8643 South Duck Ridge Way, West Jordan, UT, and the Client.

WHEREAS, Pivo Web LLC is a digital marketing agency providing a range of services, including, but not limited to, search engine optimization (SEO), paid advertising (PPC), social media marketing, content marketing, and website design;

WHEREAS, the Client desires to engage Pivo Web LLC to provide certain digital marketing services to support its business objectives;

WHEREAS, this SLA defines the specific services, performance metrics, and responsibilities of both parties to ensure a successful and mutually beneficial partnership.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. Services & Scope of Work

1.1. Services Provided: Pivo Web LLC will provide the digital marketing services outlined in a separate Statement of Work (SOW) or project proposal, which shall be incorporated into and governed by the terms of this SLA. The SOW will detail the specific services, deliverables, timelines, and fees for each project or retainer.

1.2. Scope of Work: The scope of work for each engagement is strictly limited to what is defined in the SOW. Any services requested by the Client that fall outside of this defined scope will be considered “Additional Services” and may be subject to a new SOW, separate terms and conditions, and additional fees.

2. Service Levels & Performance Metrics

2.1. Performance Metrics: Pivo Web LLC will use commercially reasonable efforts to deliver the Services and achieve the goals outlined in the SOW. Success will be measured by the Key Performance Indicators (KPIs) agreed upon in the SOW, which may include: Lead generation targets, website traffic goals, conversion rates, search engine ranking improvements, or social media engagement metrics.

2.2. Reporting: Pivo Web LLC will provide the Client with regular reports, as specified in the SOW, to track the performance of the Services against the agreed-upon KPIs.

2.3. No Guarantees: The Client acknowledges and agrees that due to the dynamic nature of digital marketing, including changes to search engine algorithms, platform policies, and market competition, Pivo Web LLC cannot and does not guarantee specific results, such as a particular ranking on a search engine or a specific return on investment (ROI).

3. Roles & Responsibilities

3.1. Agency Responsibilities: Pivo Web LLC will:

Provide the Services in a professional and timely manner.

Communicate regularly with the Client regarding project status and performance.

Allocate the necessary personnel and resources to perform the Services.

Ensure all marketing activities comply with relevant laws and platform policies.

3.2. Client Responsibilities: The Client will:

Provide all necessary information, content, and access to accounts (e.g., website, social media, advertising platforms) in a timely manner.

Approve and provide feedback on deliverables and strategies within the deadlines specified by Pivo Web LLC.

Pay all invoices in a timely manner in accordance with Section 4.

Be responsible for the accuracy and legality of all content, data, and materials provided to Pivo Web LLC.

4. Financial Terms

4.1. Fees & Payment: The Client agrees to pay Pivo Web LLC the fees specified in the statement of work (SOW). All invoices are due and payable within 15 days of the invoice date and before the statement of work begins, unless otherwise specified.

4.2. Late Payments: Pivo Web LLC reserves the right to suspend or terminate services if payment is not received in a timely manner after completion of the statement of work. Late payments may be subject to a late fee of 1.5% per month or the maximum amount permitted by law.

4.3. Expenses: Any pre-approved, out-of-pocket expenses incurred by Pivo Web LLC on behalf of the Client (e.g., advertising spend, third-party software, stock photography) will be invoiced separately or as part of the monthly fee, as outlined in the SOW.

5. Intellectual Property & Confidentiality

5.1. Client Intellectual Property: The Client retains ownership of all intellectual property, including trademarks, copyrights, and other proprietary materials, provided to Pivo Web LLC. The Client grants Pivo Web LLC a limited, non-exclusive license to use these materials solely for the purpose of providing the Services.

5.2. Agency Intellectual Property: Pivo Web LLC retains ownership of all intellectual property created or developed for the Client during the course of the Services, including proprietary methodologies, software, and templates, unless otherwise explicitly agreed upon in writing. Upon payment in full, the Client is granted a perpetual, non-exclusive, worldwide license to use the final deliverables for their intended business purposes.

5.3. Confidentiality: Both parties agree to keep all confidential information received from the other party in the strictest confidence. This includes, but is not limited to, business plans, financial information, marketing strategies, and any other proprietary data. This obligation shall survive the termination of this Agreement.

6. Termination

6.1. Term: This SLA shall commence on the Effective Date and shall continue for the term specified in the SOW. Unless otherwise stated, the SOW will automatically renew for subsequent month-to-month terms unless either party provides written notice of termination at least 30 days prior to the end of the current term. To cancel, email billing@pivoweb.com.

6.2. Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any of its obligations hereunder and fails to cure such breach within 30 days of receiving written notice.

6.3. Post-Termination: The Client may cancel this Agreement at any time. If the Client cancels a month-to-month subscription, the cancellation will become effective at the end of the current billing cycle. If the Client cancels a fixed-term agreement (e.g., 6-month contract) prior to the completion of the term, the Client shall pay the difference between the Standard Month-to-Month Rate and the Discounted Contract Rate for all months completed, and the cancellation will become effective at the end of the current Month-to-Month billing cycle. Upon the effective termination date, the Client shall have paid Pivo Web LLC for all Services rendered, including any applicable rate differences for early termination. Pivo Web LLC will then provide the Client with all relevant data, access credentials, and deliverables that are paid for and in Pivo Web LLC’s possession.

7. Limitation of Liability & Indemnification

7.1. Limitation of Liability: To the maximum extent permitted by law, Pivo Web LLC’s total liability to the Client for any claim arising from or related to this SLA, whether in contract, tort, or otherwise, shall not exceed the total fees paid by the Client to Pivo Web LLC during the 3 months preceding the event giving rise to the claim. Pivo Web LLC shall not be liable for any indirect, incidental, special, or consequential damages.

7.2. Indemnification: The Client agrees to indemnify and hold harmless Pivo Web LLC, its employees, and agents from any and all claims, damages, or liabilities (including reasonable attorneys’ fees) arising from the Client’s use of the Services, including but not limited to, claims of copyright infringement, defamation, or any violation of applicable laws or regulations.

8. General Provisions

8.1. Independent Contractor: Pivo Web LLC is an independent contractor and not an employee, agent, or partner of the Client.

8.2. Force Majeure: Neither party shall be liable for any failure or delay in performance due to circumstances beyond their reasonable control, including but not limited to, acts of God, war, terrorism, natural disasters, or technical failures.

8.3. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Utah.

8.4. Dispute Resolution: Any disputes arising under this Agreement shall first be addressed through good faith negotiation between the parties. If a resolution cannot be reached, the dispute will be submitted to a mutually agreed-upon mediation or arbitration process.

8.5. Entire Agreement: This SLA, along with the incorporated SOW, constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and negotiations, whether written or oral.