GENERAL TERMS AND CONDITIONS

1.1 Service Schedules.

WBO will provide the services described in one or more written Service Schedules, statements of work, proposals, order forms, or similar documents approved in writing by the Parties (each, a “Service Schedule”). Each Service Schedule may identify services and deliverables, fees and payment timing, anticipated milestones, Client responsibilities, assumptions, dependencies, and engagement-specific terms. Services outside an approved scope may be performed at WBO’s then-current rates or other rates agreed in writing.

1.2 Standard of Performance.

WBO will perform the services in a professional and commercially reasonable manner consistent with generally accepted practices for comparable administrative and business-support services. WBO does not guarantee any particular financial, marketing, operational, hiring, technology, business-development, lead-generation, client-acquisition, search-ranking, conversion, revenue, profitability, retention, or other business outcome.

1.3 Personnel and Subcontractors.

WBO may perform services through employees, affiliates, consultants, independent contractors, vendors, or subcontractors and may disclose Client information to them only to the extent reasonably necessary to perform the services and subject to appropriate confidentiality obligations. WBO remains responsible for performance of the services in accordance with the applicable engagement documents.

1.4 Project Management and Delays.

Each Party may designate a representative authorized to provide routine instructions, approvals, information, and decisions. WBO may rely on communications from Client’s designated representative. WBO is not responsible for delays caused by Client’s failure to provide timely information, access, approvals, materials, credentials, feedback, or decisions. Affected schedules may be equitably extended, and WBO may charge reasonable additional fees resulting from material Client-caused delay.

1.5 Acceptance of Deliverables.

Unless a Service Schedule provides otherwise, Client must notify WBO in writing within five (5) business days after delivery of any final deliverable of a material failure to conform to the applicable Service Schedule, describing the claimed nonconformity in reasonable detail. WBO will use commercially reasonable efforts to correct a properly reported nonconformity. A deliverable is deemed accepted upon Client’s written acceptance, public release or implementation, or expiration of the review period without timely notice. This procedure does not apply to ongoing or recurring services unless expressly stated in the applicable Service Schedule.

1.6 Nonexclusive Relationship.

Unless a Service Schedule expressly provides otherwise, the relationship is nonexclusive. WBO may provide services to other law firms or businesses, including businesses that compete with Client, provided WBO complies with its confidentiality obligations.

2.1 Cooperation and Information.

Client will timely provide all information, content, documents, systems access, credentials, personnel access, approvals, and cooperation reasonably required for WBO to perform the services. Client represents that information and instructions furnished to WBO are accurate in all material respects and that Client has authority and necessary rights to provide the materials, data, access, and instructions furnished to WBO.

2.2 Client Materials and Approvals.

Client is responsible for the accuracy, completeness, legality, and professional propriety of information, claims, descriptions, testimonials, results, advertisements, legal content, client communications, and other materials supplied or approved by Client. WBO may rely on Client’s approval of content or deliverables as confirmation that Client has reviewed them for legal, ethical, regulatory, and professional-compliance purposes.

2.3 Accounts and Credentials.

Where services involve third-party platforms, Client will provide appropriate access or authorize WBO to establish accounts on Client’s behalf. Client is responsible for safeguarding credentials made available to it and promptly disabling access belonging to departed personnel. Unless a Service Schedule states otherwise, Client will be the owner or customer of record for Client-specific domains, advertising accounts, CRM accounts, social-media accounts, software subscriptions, telephone numbers, and similar assets created specifically for Client.

3.1 Fees.

Client will pay the fees stated in each Service Schedule. Fees may include project fees, recurring fees, hourly fees, milestone payments, implementation fees, platform fees, reimbursable expenses, or other agreed charges. Except as expressly stated in a Service Schedule, fees are nonrefundable once earned and are not contingent on Client obtaining any particular result.

3.2 Invoicing and Payment.

Unless a Service Schedule states otherwise, project deposits, implementation fees, and other one-time fees are due upon execution of the applicable Service Schedule; recurring fees are billed monthly in advance; hourly and other variable charges are billed monthly in arrears; and invoices are due within fifteen (15) days after the invoice date. Client authorizes WBO to charge any payment method designated in a Service Schedule or otherwise authorized by Client for recurring fees and other amounts properly due.

3.3 Invoice Disputes.

Client must notify WBO in writing of any good-faith invoice dispute within ten (10) days after the invoice date and identify the specific amount and basis of the dispute. Client will timely pay all undisputed amounts. Failure to dispute an invoice within that period constitutes acceptance of the invoice except in the case of manifest error.

3.4 Late Payment and Suspension.

Amounts not paid when due accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. WBO may suspend services upon five (5) business days’ written notice if an undisputed amount remains unpaid after its due date. WBO is not responsible for delays, losses, service interruptions, missed opportunities, or third-party charges resulting from a permitted suspension.

3.5 Expenses and Third-Party Charges.

Client will reimburse WBO for reasonable out-of-pocket expenses approved in advance. Third-party subscription, advertising, hosting, software, licensing, travel, printing, media, platform, and similar costs are not included in WBO’s fees unless expressly identified as included in a Service Schedule.

3.6 Taxes.

Fees exclude sales, use, excise, gross-receipts, and similar transaction taxes, if any. Client is responsible for applicable taxes other than taxes imposed on WBO’s net income.

4.1 Term.

The Client Services Agreement begins on its effective date and continues while any Service Schedule remains active. Termination of one Service Schedule does not automatically terminate another Service Schedule.

4.2 Termination Without Cause.

Unless the applicable Service Schedule provides otherwise, either Party may terminate a Service Schedule without cause upon thirty (30) days’ written notice. Unless WBO directs otherwise, services will continue during the notice period and Client remains responsible for applicable recurring and other fees through the effective termination date.

4.3 Termination or Suspension for Cause.

Either Party may terminate the Agreement or an affected Service Schedule if the other Party materially breaches it and fails to cure the breach within ten (10) days after written notice describing the breach. WBO may terminate or suspend services immediately upon written notice if Client fails to pay an undisputed amount after notice and opportunity to cure; requests or directs conduct WBO reasonably believes is unlawful, fraudulent, deceptive, unethical, or inconsistent with applicable professional obligations; continuation could reasonably expose WBO or its personnel to material legal, regulatory, reputational, cybersecurity, or professional-responsibility risk; Client materially misuses WBO’s services, systems, personnel, or intellectual property; or Client becomes insolvent, ceases operations, makes an assignment for creditors, or becomes subject to bankruptcy or similar proceedings.

4.4 Amounts Due and Transition.

Termination or expiration does not relieve Client of its obligation to pay amounts accrued or earned before the effective termination date, including applicable recurring fees, completed milestones, noncancelable third-party costs or commitments, and any minimum or cancellation fees expressly stated in a Service Schedule. Requested transition, export, migration, transfer, or wind-down services may be charged at WBO’s then-current rates unless otherwise agreed. WBO has no obligation to deliver or transfer unpaid-for deliverables or work product until all undisputed amounts associated with them are paid in full.

5.1 Nonlegal Services.

WBO is not engaged as a law firm through the services and does not provide legal advice to Client or Client’s clients. The services are limited to nonlegal administrative, operational, technology, marketing, business, and management-support functions.

5.2 Exclusive Control by Client.

Client and its licensed attorneys retain sole and exclusive authority and responsibility over legal-client and matter acceptance, rejection, or termination; legal advice, strategy, professional judgment, and substantive legal work; conflicts; legal fees; engagement agreements and attorney-client relationships; supervision of lawyers and nonlawyer personnel performing legal work; client funds and trust accounts; compliance with court rules, licensing requirements, advertising restrictions, and rules of professional conduct; determinations concerning confidentiality and privilege; and all other functions that applicable law or professional rules require to be performed or controlled by a lawyer. Nothing in the engagement documents grants WBO authority to direct, influence, supervise, or regulate an attorney’s professional judgment.

5.3 Legal Fees and Client Funds.

WBO will not own, control, or have signatory authority over Client trust accounts or client funds and will not receive legal fees directly from Client’s legal clients unless expressly permitted by applicable law and separately documented. Fees payable to WBO are compensation for bona fide services and not payment for legal referrals or an ownership interest in Client’s law practice. Unless expressly stated in a Service Schedule and confirmed by Client to be permitted under all applicable professional rules, WBO’s compensation will not be calculated as a percentage of legal fees or law-firm profits.

5.4 Professional Compliance and Supervision.

Client is responsible for determining whether the services, compensation structure, marketing materials, workflows, technology, and other activities comply with laws and professional rules applicable to Client. WBO will reasonably cooperate with compliance instructions but is not responsible for rendering a professional-responsibility opinion to Client. To the extent WBO personnel perform tasks involving or supporting delivery of legal services, Client will provide the supervision required by applicable law and professional rules.

6.1 Confidential Information.

“Confidential Information” means nonpublic information disclosed by or on behalf of a Party that reasonably should be understood to be confidential, including business plans, financial information, pricing, access credentials, systems information, technology, processes, customer or client information, personnel information, proprietary materials, and, for Client, information relating to current, former, and prospective legal clients and matters. Confidential Information excludes information the receiving Party can demonstrate becomes public without breach; was lawfully known without a confidentiality duty; is lawfully received from a third party without a confidentiality duty; or is independently developed without use of the disclosing Party’s Confidential Information.

6.2 Use and Protection.

Each Party will use the other Party’s Confidential Information only as necessary to perform or receive the services, protect it using at least reasonable care, and disclose it only to personnel, contractors, professional advisers, and service providers who need to know it and are subject to appropriate confidentiality obligations. Neither Party will disclose the other Party’s Confidential Information to any other person except with prior written authorization or as required by law.

6.3 Client Matter Information and Privilege.

WBO will use Client matter information only as reasonably necessary to provide authorized services. Client determines what client or matter information WBO may access and is responsible for any consent or authorization required by law or professional rules. The Parties intend that disclosures made to WBO in furtherance of authorized services not waive applicable privilege or protection, but WBO does not warrant that privilege will apply or be preserved in every jurisdiction or circumstance.

6.4 Required Disclosure and Security.

A receiving Party may disclose Confidential Information to the extent required by law, subpoena, court order, or governmental process and, when legally permitted, will provide prompt notice and reasonable cooperation to permit the disclosing Party to seek protective treatment. WBO will maintain commercially reasonable administrative, technical, and organizational safeguards appropriate to the nature of Client information in WBO’s possession or control. Client remains responsible for its own devices, networks, internal systems, user permissions, credential management, data-retention practices, and cybersecurity policies except to the extent expressly included in a Service Schedule. Each Party will notify the other without unreasonable delay after confirming unauthorized access to the other Party’s Confidential Information within its possession or control.

6.5 Return or Destruction.

Upon termination or expiration and written request of the disclosing Party, the receiving Party will promptly return or securely destroy the disclosing Party’s Confidential Information in its possession or control, except that it may retain copies required by law, maintained in routine backup or archival systems, or reasonably necessary to document performance, billing, compliance, enforcement, or disputes. Retained information remains subject to these confidentiality obligations for so long as it is retained.

7.1 Client Materials.

Client retains all right, title, and interest in materials, trademarks, logos, content, data, documents, and other intellectual property supplied by or on behalf of Client (“Client Materials”). Client grants WBO a limited, nonexclusive, worldwide, royalty-free license to use, reproduce, modify, and display Client Materials solely as reasonably necessary to perform the services.

7.2 WBO Materials.

WBO retains all right, title, and interest in materials, software, templates, methodologies, processes, systems, designs, workflows, know-how, content, and other intellectual property developed or acquired before the applicable engagement; generalized tools, concepts, techniques, skills, and know-how developed, refined, or enhanced while performing services; reusable elements that do not uniquely identify Client or incorporate Client Confidential Information; and modifications, improvements, derivative works, and enhancements of the foregoing (collectively, “WBO Materials”).

7.3 Ownership of Deliverables.

Subject to Client’s full payment of amounts due under the applicable Service Schedule, Client owns final custom deliverables expressly identified in that Service Schedule as deliverables and created specifically for Client (“Deliverables”), excluding WBO Materials, third-party materials, preliminary concepts, rejected designs, drafts, unused materials, and generalized know-how, methods, templates, and processes. To the extent WBO Materials are incorporated into a Deliverable, WBO grants Client a perpetual, nonexclusive, worldwide, royalty-free license to use those WBO Materials solely as incorporated into and necessary to use the Deliverable.

7.4 Third-Party Materials.

Deliverables may contain third-party software, fonts, photography, stock content, plugins, applications, integrations, open-source materials, or other third-party components. Those materials remain subject to applicable third-party terms and are not assigned to Client. Client is responsible for ongoing third-party license, subscription, renewal, and usage fees unless otherwise stated in a Service Schedule.

7.5 Promotional License.

Client grants WBO a limited, nonexclusive, worldwide, royalty-free license to display Client’s name, logo, and publicly released Deliverables created by WBO solely in WBO’s portfolio, website, presentations, case studies, social-media accounts, proposals, and other reasonable promotional materials. This license does not permit WBO to disclose privileged information, confidential client or matter information, nonpublic financial or performance information, Deliverables not publicly released by Client, or information whose use would violate applicable professional obligations. WBO will obtain Client’s prior written approval before publishing a case study that includes nonpublic metrics, testimonials, matter information, or substantive commentary about Client’s results. Client may revoke future promotional use of its name or logo on written notice, but revocation does not require recall of previously distributed physical materials or removal of archived materials not reasonably capable of removal.

7.6 Feedback.

WBO may use suggestions or feedback concerning the services without restriction, provided the use does not identify Client or disclose Client Confidential Information.

8.1 Third-Party Platforms.

Services may rely on or integrate with hosting providers, CRM systems, website and e-commerce platforms, communications providers, software vendors, search engines, advertising networks, social-media platforms, artificial-intelligence tools, payment processors, and other third-party products or services. WBO does not own or control those providers and is not responsible for outages, interruptions, security incidents, service modifications, discontinued functionality, pricing changes, account suspensions, algorithm changes, third-party acts or omissions, or Client’s violation of applicable third-party terms. WBO does not warrant continued availability, performance, or policies of third-party platforms and is not liable for delays, losses, or damages resulting from third-party acts or changes outside WBO’s control.

8.2 Artificial Intelligence and Automation.

WBO may use commercially available artificial-intelligence, automation, analytics, or similar tools to assist in performing services, subject to reasonable confidentiality and security safeguards. WBO will not knowingly submit privileged or identifiable legal-client information into a public artificial-intelligence system that permits such information to be used for general model training unless Client expressly authorizes that use. Client is responsible for attorney review of AI-assisted output used in legal services, legal advice, court submissions, client communications, advertising, or professional decision-making.

8.3 Availability.

Unless a Service Schedule expressly states otherwise, WBO does not guarantee uninterrupted access to any website, system, application, communication channel, or third-party platform.

9.1 Mutual Authority.

Each Party represents that it has authority to enter into the engagement documents, that the person signing on its behalf is authorized to bind it, and that entering into and performing the engagement documents does not violate another agreement binding upon it.

9.2 WBO Warranty and Remedy.

WBO warrants that services will be performed in a professional and commercially reasonable manner. Client’s exclusive remedy for breach of this warranty is for WBO to reperform the materially nonconforming service, provided Client gives timely written notice and a reasonable opportunity to cure.

9.3 Client Warranty.

Client represents that it has all rights and permissions required for WBO to use Client Materials and access systems made available to WBO; Client’s instructions and materials will not knowingly violate applicable law or third-party rights; and Client will not direct WBO to engage in unlawful, deceptive, fraudulent, or professionally improper conduct.

9.4 Disclaimers.

Except for express warranties stated in the engagement documents, the services and Deliverables are provided “as is.” To the maximum extent permitted by law, WBO disclaims implied warranties, including merchantability, fitness for a particular purpose, noninfringement, uninterrupted operation, and achievement of particular business results.

10.1 By Client.

Client will defend, indemnify, and hold harmless WBO and its affiliates, members, managers, officers, employees, agents, and representatives from third-party claims, demands, actions, damages, liabilities, judgments, settlements, costs, and reasonable attorneys’ fees arising out of or relating to Client Materials or instructions supplied by Client; Client’s provision of legal services, attorney-client relationships, legal advice, professional judgment, supervision of legal personnel, or handling of client funds; Client’s violation of applicable law, professional rules, advertising requirements, or third-party platform terms; claims that Client Materials infringe, misappropriate, or violate third-party rights; or Client’s gross negligence, fraud, or willful misconduct. WBO will provide prompt written notice, and Client may control the defense and settlement, provided Client may not settle in a manner that admits wrongdoing by or imposes a nonmonetary obligation on WBO without WBO’s prior written consent.

10.2 By WBO.

WBO will defend, indemnify, and hold harmless Client and its partners, shareholders, members, directors, officers, employees, and authorized representatives from third-party claims alleging that a final Deliverable created solely by WBO and used as authorized directly infringes a valid United States copyright, trademark, or other proprietary intellectual-property right. WBO has no obligation to the extent a claim arises from Client Materials; Client instructions, specifications, or requested modifications; modification by anyone other than WBO; combination with materials, software, systems, content, or services not supplied or approved by WBO; continued use after WBO provides a commercially reasonable noninfringing replacement or modification; or third-party software, content, open-source materials, plugins, integrations, stock media, or other third-party materials. If a Deliverable becomes, or WBO reasonably believes is likely to become, the subject of such a claim, WBO may procure the right to continue use, modify or replace the Deliverable, or, if neither is commercially reasonable, terminate the affected Service Schedule and refund the unearned portion of prepaid fees attributable to the affected Deliverable. Client must promptly notify WBO, reasonably cooperate, and permit WBO to control the defense and settlement; WBO may not settle in a manner that admits wrongdoing by or imposes a nonmonetary obligation on Client without Client’s prior written consent.

To the fullest extent permitted by applicable law, neither Party is liable to the other for indirect, incidental, consequential, special, exemplary, or punitive damages, or for loss of profits, revenue, business opportunities, goodwill, anticipated savings, data, or business interruption, whether arising in contract, tort (including negligence), strict liability, or otherwise, even if advised of the possibility of such damages. Except as otherwise expressly provided, WBO’s aggregate liability arising out of or relating to any claim under an engagement will not exceed the total fees actually paid or payable by Client to WBO under the applicable Service Schedule during the twelve (12) months immediately preceding the event giving rise to the claim. These limitations do not apply to Client’s payment obligations, either Party’s fraud, gross negligence, or willful misconduct, either Party’s indemnification obligations, either Party’s breach of confidentiality obligations or misuse of the other Party’s intellectual property, or liability that cannot lawfully be limited or excluded. The Parties acknowledge that the fees charged reflect the allocation of risk in this Section and that, absent these limitations, WBO’s fees would be materially higher.

12.1 Independent Contractor.

WBO is an independent contractor. Nothing in the engagement documents creates a partnership, joint venture, attorney-client relationship, employment relationship, franchise, fiduciary relationship, or agency between the Parties. Neither Party may bind the other or incur obligations on the other’s behalf without express written authority.

12.2 Subcontracting and Assignment.

WBO may engage affiliates, independent contractors, consultants, vendors, or subcontractors to perform any portion of the services and remains responsible for performance in accordance with the engagement documents. WBO may assign, delegate, transfer, or otherwise convey an engagement, in whole or in part, without Client’s consent, to an affiliate or successor entity, in connection with a merger, consolidation, conversion, recapitalization, financing, reorganization, change of control, sale of substantially all relevant business or assets, or internal restructuring, provided the assignee assumes WBO’s applicable obligations. Client may not assign, delegate, transfer, or otherwise convey an engagement, whether voluntarily, by operation of law, or otherwise, without WBO’s prior written consent, except to a successor acquiring substantially all of Client’s law practice or business if permitted by applicable law and professional rules and the successor assumes Client’s obligations in writing. A prohibited assignment is void.

13.1 Good-Faith Negotiation.

For any dispute, controversy, or claim arising out of or relating to the engagement documents or services (a “Dispute”), the Parties will first attempt in good faith to resolve the Dispute through informal negotiations. Either Party may initiate negotiations by written notice describing the Dispute. Within ten (10) business days after receipt, representatives with authority to resolve the Dispute will confer, in person or by videoconference, and make a good-faith effort to resolve it. Unless otherwise agreed, the Parties will continue negotiations for at least thirty (30) days before initiating mediation or arbitration. This requirement does not prevent temporary, preliminary, or emergency equitable relief as permitted below.

13.2 Mediation.

If not resolved through good-faith negotiations, the Parties will submit the Dispute to confidential, nonbinding mediation administered by the American Arbitration Association (“AAA”) or another mediator mutually agreed upon. Unless otherwise agreed, mediation will occur remotely or in Wilmington, Delaware, within forty-five (45) days after written request. The Parties will share mediator fees and administrative costs equally, and each Party will bear its own attorneys’ fees and expenses incurred in mediation.

13.3 Binding Arbitration.

Any Dispute not resolved through mediation will be finally resolved by confidential, binding arbitration administered by the AAA under its Commercial Arbitration Rules then in effect before a single arbitrator experienced in commercial contracts and professional-services agreements. The seat and legal place of arbitration will be Wilmington, Delaware, and Delaware law will govern without regard to conflict-of-laws principles. The arbitrator may award any remedy available under applicable law or equity, including specific performance and injunctive relief, but may not award punitive or exemplary damages except where expressly authorized by applicable law. Judgment on the award may be entered in any court having jurisdiction.

13.4 Interim Relief.

Either Party may seek a temporary restraining order, preliminary injunction, or other provisional equitable relief from a state or federal court located in New Castle County, Delaware when reasonably necessary to protect Confidential Information, intellectual property, trade secrets, or other rights pending mediation or arbitration. Seeking such relief does not waive the obligation to mediate or arbitrate.

13.5 Attorneys’ Fees.

The prevailing Party in arbitration or a judicial proceeding arising out of or relating to the engagement documents is entitled to recover reasonable attorneys’ fees, arbitration costs, expert fees, and other reasonable enforcement costs and expenses, in addition to any other relief awarded.

14.1 Notices.

Formal notices must be in writing and delivered by personal delivery, nationally recognized overnight courier, or email with confirmation of transmission to the addresses identified in the Client Services Agreement or applicable Service Schedule. Notice is effective on receipt, except an email sent after 5:00 p.m. at the recipient’s location is deemed received on the next business day.

14.2 Force Majeure.

Neither Party is liable for delay or failure caused by circumstances beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, governmental actions, widespread utility or internet failures, cyberattacks not caused by the affected Party’s failure to use reasonable security, epidemics, or third-party platform outages. This Section does not excuse Client’s obligation to pay amounts already due.

14.3 Entire Agreement and Order of Precedence.

The Client Services Agreement, applicable Service Schedules, and these General Terms constitute the entire agreement concerning their subject matter and supersede prior or contemporaneous discussions, proposals, representations, and agreements concerning that subject matter. A signed amendment controls over all other documents. A Service Schedule controls solely with respect to its stated scope, fees, timing, term, and any provision that expressly states it modifies the Client Services Agreement or these General Terms. Otherwise, the Client Services Agreement controls over a Service Schedule, and the Client Services Agreement and applicable Service Schedule control over these General Terms.

14.4 Amendment and Waiver.

An existing engagement may be amended only by a writing signed by authorized representatives of both Parties, except that email approval may modify scope or fees where the Client Services Agreement or applicable Service Schedule expressly permits it. A waiver is effective only if in writing and applies only to the specific instance for which it is given.

14.5 Severability.

If a provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain effective.

14.6 No Third-Party Beneficiaries.

The engagement documents are solely for the benefit of the Parties and their permitted successors and assigns and create no rights in Client’s legal clients, personnel, vendors, or other third parties.

14.7 Electronic Signatures and Counterparts.

Client Services Agreements, Service Schedules, and amendments may be executed in counterparts and by electronic signature, each of which will be deemed an original and all of which together constitute one instrument.

14.8 Survival.

Provisions concerning payment, professional independence, confidentiality, intellectual property, indemnification, limitations of liability, dispute resolution, and any provisions that by their nature should survive will survive termination or expiration.

WBO may publish revised versions of these General Terms for use in future engagements. Unless Client expressly accepts a later version in a signed writing or Service Schedule, publication of a later version does not alter the version governing Client’s existing engagement. The version date displayed at the top of these General Terms is part of the incorporated contract record. WBO may correct typographical, formatting, or other non-substantive errors in the online display without changing the legal effect of the version.

WBO LLC | General Terms and Conditions for Administrative and Business Services | Version 2026.10.08