Consulting Agreement for AI Marketing Services

1.1 The Website. Kynex will build a custom website (the “Website”) with:

• (a)Optimization for SEO (search), LLMO (AI chats), AEO (search FAQ), and GBP (Google Business Profile).
• (b)A State Page for each of North Carolina, South Carolina, and Georgia.
• (c)A City Page for each of the top 10 cities in each State (30 total), chosen by highest population or by HealthWise.
• (d)A Service Page for each of HealthWise's 20 to 30 most requested and searched-for services.
• (e)A Cost Guide that captures high-intent searches, such as “employee healthcare benefits for small businesses.”
• (f)Contact forms with direct calendar booking.
• (g)Automations that send appointment reminders to HealthWise's sales rep and to prospects.
• (h)An AI chatbot that answers visitor questions about HealthWise's services.

1.2 Reminder Automations. Kynex will turn on the automations in Section 1.1(g) within 30 days after launch, once HealthWise has connected the systems Kynex needs (see Section 3). A late activation is not a breach. Kynex will finish it promptly, and that is HealthWise's only remedy.

1.3 KynexPro CRM. HealthWise gets access to the KynexPro CRM: contact and lead management, automated email and SMS campaigns, appointment scheduling and calendar integration, and workflow automation. Extra per-use fees (such as SMS credits, phone numbers, or premium integrations) apply only with HealthWise's written approval.

1.4 Extra Services. Kynex may offer other services. Any that cost extra need HealthWise's written approval first.

2.1 What Is Included. Starting on the Start Date (Section 4.2), Kynex will provide:

• (a)Hosting, with security updates, backups, and uptime monitoring.
• (b)Optimization for SEO, LLMO, AEO, and GBP, including technical fixes, updates to existing pages, and tracking of search and AI visibility.
• (c)Email support at support@KynexPro.com during normal business hours.
• (d)CRM and calendar access (Section 1.3).
• (e)Two new optimized web pages each month.
• (f)One new optimized blog post each week.
• (g)One Facebook post for each blog post, linking to it and inviting visitors to book.
• (h)An automatic social media post for each good Google review.

2.2 Whole Website. Items (e) through (h) cover the Website as a whole. They are not multiplied by the number of States.

2.3 Extra City Pages. For States already on the Website, extra City Pages can come out of the two monthly pages in Section 2.1(e), or as both sides agree in writing.

3.1 Connect Systems. HealthWise's tech team will help Kynex connect forms, tech platforms, payment links, CRMs, automation tools, marketing software, and any other third-party systems needed for these services.

3.2 Be Timely. HealthWise will give Kynex the access, approvals, and information Kynex needs, on time.

4.1 Build Period. Kynex has up to 45 days from receiving the Build Fee (Section 5.1) to launch the Website: up to 15 days to begin, then up to 30 days to build. Kynex will confirm the start by email.

4.2 Start Date. The “Start Date” is the earlier of:

• (a)the day Kynex tells HealthWise in writing that the Website is live; or
• (b)day 45 after Kynex receives the Build Fee, if the Website is not live because HealthWise has not provided the access, approvals, or information Kynex needs (Section 3).

4.3 Late Launch. If the Website is not live by day 45 for any other reason, the Start Date is the day it goes live, and the first monthly fee is not due until then. The 6-month commitment and the price do not change. Apart from the refund in Section 8.2, this is HealthWise's only remedy for a late launch.

4.4 What “Live” Means. The Website is “live” when:

• (a)it is published and open to the public at HealthWise's domain (or another web address both sides agree to);
• (b)substantially all of the State Pages, City Pages, Service Pages, and the Cost Guide are published; and
• (c)the contact forms work.

4.5 What Does Not Block “Live.” The Website can still be live even if:

• (a)there are small issues, such as typos, minor design changes, or a broken link;
• (b)something cannot be finished because of HealthWise, such as missing content, domain access, or third-party connections; or
• (c)the reminder automations, or another feature that depends on third-party systems, are not working yet because of HealthWise's systems or those third parties.

4.6 Final Approval. After Kynex says the Website is live, HealthWise has 10 business days to raise concerns in writing, and Kynex will address them. If HealthWise raises none, the Website is approved. A concern or dispute does not delay or pause the Start Date or the 6-month commitment.

5.1 Complete Site Build. The build has three parts:

• (a)Foundational Framework. The “Foundational Framework” is the heart of the entire site. It includes: (i) custom code (not WordPress), design, and page templates; (ii) SEO, LLMO, AEO, and GBP optimization built into the structure; (iii) structured data about HealthWise's services, which feeds the pages, AI answers, and chatbot; (iv) contact forms with direct calendar booking, and the connections that tie them to HealthWise's calendar and other systems; (v) KynexPro CRM integration, including lead management and email and SMS campaign setup; (vi) appointment reminder automations; (vii) an AI chatbot; and (viii) the Service Pages and the Cost Guide (Sections 1.1(d) and 1.1(e)). Kynex has sold earlier versions of this Foundational Framework for as much as $12,500. Kynex believes in HealthWise's mission to make healthcare simple to use, to combine everyday care with optional layers, and to put employees in control instead of employers. Kynex also wants to grow with HealthWise over time. For these reasons, Kynex is discounting HealthWise's investment in the Foundational Framework by $10,000, to just $2,500.
• (b)States. Adding each State to the Foundational Framework is $499 per State. For the 3 starting States (North Carolina, South Carolina, and Georgia), that is $1,497. Each State includes its State Page and 10 City Pages (Sections 1.1(b) and 1.1(c)).
• (c)Build Fee. The total investment in the buildout of the site (the “Build Fee”) is $2,500 + $1,497 = $3,997. HealthWise pays it in one payment, in advance, through a secure payment link from Kynex. It covers the Build Period only.

5.2 Monthly Fee. For the Ongoing Services, HealthWise pays $499 per State, per month. For 3 States, that is $1,497 per month. This covers everything in Section 2, with no separate charge for the content items.

5.3 Billing. Kynex bills monthly, in advance. The first fee is due on the Start Date, and each later fee on the same day of each month. HealthWise authorizes Kynex to charge the credit or debit card on file.

5.4 Missed Payments. If a payment fails and is not fixed within 10 days after written notice, Kynex may pause the Website and the Ongoing Services until HealthWise pays. A pause does not cancel HealthWise's duty to pay.

5.5 Price Deadline. These prices are good through November 28, 2026. If both sides have not signed by then, Kynex may change them before signing.

6.1 Minimum. HealthWise commits to the Ongoing Services for at least 6 months for each State (a “Commitment Period”). HealthWise is committed from the day both sides sign. For the 3 starting States, that is $1,497 × 6 = $8,982.

6.2 Start. Each Commitment Period starts automatically on the Start Date. HealthWise does not need to place another order or approve anything.

6.3 Why a Minimum. SEO, LLMO, AEO, and GBP work builds over time. A custom-coded website usually takes 6 to 12 months, or longer, to produce meaningful organic leads. Canceling before the minimum ends stops the work before the Website, or any State added later, has had a fair chance to work. That is why each State has a minimum Commitment Period.

6.4 No Canceling. HealthWise cannot cancel the Ongoing Services for a State before or during its Commitment Period. If HealthWise cancels or stops paying, it owes all unpaid fees for the rest of that Commitment Period. Kynex will invoice that amount, due in 10 days.

6.5 Exception. Section 6.4 does not apply if HealthWise cancels because Kynex materially breached this Agreement and did not fix it within 30 days after written notice.

6.6 After 6 Months. When a State's Commitment Period ends, its Ongoing Services continue month-to-month at the same price. Either side can cancel any State, or all States, with 30 days' written notice. Fees continue through the notice period.

6.7 Price Changes. After a State's Commitment Period ends, Kynex may change its monthly price with 90 days' written notice. The price cannot change during a Commitment Period.

6.8 Moving the Website. If the Ongoing Services end, or HealthWise wants to move the Website to another host, Kynex will deliver a copy of the Website files and clear documentation within 15 business days of HealthWise's written request, once all fees due are paid. Kynex hosts the Website while any Commitment Period is running.

7.1 Adding a State. HealthWise emails Kynex a request. A State is added when Kynex confirms it in writing and receives the fee in Section 7.2. No signed amendment is needed.

7.2 State Build Fee. HealthWise pays $499 for each added State, before work begins. This covers the work in Sections 1.1(a), (b), and (c) for that State (optimization, a State Page, and City Pages for its top 10 cities).

7.3 Monthly Fee. For each added State, HealthWise then pays $499 per month for upkeep and optimization, under Section 5.2. The monthly fee and the State's 6-month Commitment Period start on the day Kynex tells HealthWise in writing that the State's pages are live. If they are not live within 45 days after Kynex receives the State Build Fee because HealthWise has not provided the access, approvals, or information Kynex needs (Section 3), they start on day 45.

7.4 Commitment. HealthWise is committed from the day the State is added, so canceling before the State's pages go live does not avoid it. Sections 6.3 through 6.8 apply.

8.1 General Rule. Kynex earns payment as it delivers. Payments for delivered work are not refundable. This includes the Build Fee, State Build Fees, and monthly fees for services provided.

8.2 Website Not Live. If the Website is not live within 90 days after Kynex receives the Build Fee (the 45-day Build Period plus a 45-day grace period), HealthWise may send written notice. Kynex then has 10 business days to launch. If the Website is still not live, Kynex will refund everything HealthWise has paid within 30 days, and HealthWise owes no further fees.

8.3 Delays. The 90 days grows day for day for any delay caused by HealthWise or by events outside Kynex's reasonable control.

8.4 Added States and Services. If an added State's pages are not live within 90 days after Kynex receives its State Build Fee, Section 8.2 applies to that fee. If Kynex provides no Ongoing Services at all during a billing month, Kynex will refund or credit that month's fee.

8.5 HealthWise-Caused Problems. No refund is due if HealthWise caused the problem, including by not providing access, approvals, or information (Section 3) or by not paying.

9.1 No Guarantee. Kynex does not guarantee any ranking, AI citation, traffic level, number of leads, or revenue. HealthWise's duty to pay does not depend on results.

10.1 Term. This Agreement starts when both sides have signed and lasts until all Ongoing Services have ended. Sections 5, 6, 8, 9, and 10 continue after that.

10.2 Ownership. Each side owns the intellectual property (“IP”) it creates during this Agreement, such as code, strategies, documentation, training materials, algorithms, logos, graphics, artwork, trademarks, and copyrights. Kynex gives HealthWise a perpetual, non-exclusive, royalty-free license to use the IP Kynex creates under this Agreement for the purposes of this Agreement. This Agreement does not change who owns IP either side had before it, or IP that belongs to someone else, and neither side will use third-party IP without permission.

10.3 Confidentiality. Each side will protect the other's trade secrets and confidential information and use them only to carry out this Agreement.

10.4 Liability Cap. Each side's total liability under this Agreement cannot be more than the fees HealthWise paid Kynex in the 12 months before the event that caused the claim.

10.5 No Indirect Damages. Neither side is liable for indirect, incidental, consequential, special, or punitive damages, including lost profits, lost revenue, lost business opportunities, or lost data, even if warned they were possible.

10.6 Exceptions. Sections 10.4 and 10.5 do not apply to gross negligence, willful misconduct, a breach of Section 10.3, or infringing the other side's IP. These limits are part of the deal, and neither side would have signed without them.

10.7 Changes. Changes must be in writing and signed by both sides. The one exception is adding a State under Section 7.

10.8 If Part Is Invalid. If a court finds part of this Agreement invalid or unenforceable, the rest stays in force.

10.9 Governing Law. This Agreement is governed by the laws of the United States and the State of North Carolina. Any lawsuit must be brought in the federal or state courts in Mecklenburg County, North Carolina.