Terms of Agreement

By signing the contract you the client agrees to the following terms

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1. Scope of Services

All work within the scope of the Proposal shall be furnished by Provider upon receipt of required payment. Any work requested outside the scope of the Proposal shall be billed at a rate of $125.00 per hour or pursuant to mutually agreed written terms.

Where Customer has not provided specific design direction, Provider shall proceed based on Customer-supplied content as described in the Proposal.

Approval of the primary layout design constitutes acceptance of the design direction. Any revisions requested thereafter shall be billable at Provider’s then-current hourly rate.

Provider is not responsible for services provided by Third Parties. Any issues related to Third-Party services must be addressed directly with the applicable Third Party.

Any project extending beyond three (3) months from the project start date due to Customer’s failure to provide required content, approvals, or feedback shall be subject to a monthly extended design fee of ten percent (10%) of the total project price, unless delay is attributable solely to Provider.

2. Spelling and Grammar

Customer is responsible for reviewing the Web Site for typographical or grammatical errors. No refunds or credits shall be provided after the design phase has commenced or once the Web Site has been hosted. Any reported text errors shall be corrected promptly at no charge.

3. General Undertaking
(a) Setup Services

Provider shall assemble and develop a Web Site using text, graphics, applications, and content supplied by both parties in accordance with the Proposal. Any material development of applications, databases, or additional components must be expressly stated in the Proposal. Customer shall provide timely feedback during development and testing.

4. Prices and Payment
(a) Fees

Fees for design, development, installation, and testing shall be as stated in the Proposal. A fifty percent (50%) non-refundable deposit is required prior to commencement of work. Remaining balances shall be invoiced as stated in the Proposal and are payable in advance. Deposits are non-refundible except in the event Provider fails to commence services within 14 days of deposit.

Web hosting shall be provided by Provider. Provider is not responsible for interruptions or defects occurring after Customer approval and deployment to the Hosting Platform. Provider may, at its discretion, remedy post-approval defects at no charge.

Customer is responsible for domain registration, SSL certificates, and related fees. One (1) domain per hosting account may be included as part of monthly hosting fees. Additional domains shall incur additional charges. 

(b) Late Payments and Taxes

Provider may suspend or terminate services upon ten (10) days’ written notice of non-payment. Late payments are subject to a 1.5% charge per occurrence plus reasonable collection costs, including attorneys’ fees. Customer shall be responsible for all applicable taxes except those based on Provider’s net income.

5. Proprietary Rights

Provider retains ownership of all pre-existing templates, frameworks, software, tools, and materials contributed to the Web Site. Upon receipt of final payment, newly created Web Site content shall be considered a “work made for hire” to the extent permitted by law and shall otherwise be irrevocably assigned to Customer.

Provider retains the right to reuse non-client-specific design elements, structures, and concepts, excluding Customer’s proprietary content or contact information.

Upon termination, Provider shall remove the Web Site from the Hosting Platform and disconnect from all Third-Party marketing or service accounts, subject to final payment.

6. Website License Fees and Third-Party Software
(a) Third-Party Licensing

Customer acknowledges that the Web Site may incorporate third-party software, plugins, themes, frameworks, APIs, or similar components (“Licensed Components”) governed by separate license agreements. Provider does not own and cannot transfer ownership of any Licensed Components.

(b) Provider-Registered Licenses

Licensed Components may be registered or billed under Provider-controlled accounts solely for administrative convenience. Such registration does not confer ownership, perpetual use rights, or post-termination entitlement to Customer.

(c) Fees

Unless expressly stated in the Proposal, license fees, renewals, and subscription charges are included in Provider’s fees and may be invoiced separately.

(d) Post-Termination Obligations

Upon termination or expiration of this Agreement, Customer shall, at its sole expense, obtain and register all required Licensed Components in Customer’s own name and establish direct billing relationships with licensors. Provider is obligation to transfer license but not obigated to maintain licenses post-termination.

(e) Disclaimer and Survival

Provider disclaims all liability for loss of functionality resulting from license expiration or Customer’s failure to maintain Licensed Components. This Section survives termination.

7. Confidentiality

Each party agrees to protect the other’s Confidential Information using reasonable care and to use such information solely to perform obligations under this Agreement. Confidential Information excludes information independently developed, publicly available, or lawfully obtained from Third Parties.

8. Non-Solicitation

During the Term and for one (1) year thereafter, Customer shall not solicit or hire Provider’s employees or subcontractors without prior written consent. Breach shall result in liquidated damages of $10,000, representing a reasonable estimate of harm.

9. Injunctive Relief

Breach of Sections 5, 6, 7, or 8 may cause irreparable harm. Injunctive relief shall be available without bond in addition to other remedies.

10. Force Majeure

Provider shall not be liable for delays or failures due to causes beyond its reasonable control, including acts of God, infrastructure failures, or Third-Party service disruptions.

11. Regulation of Content

Customer is solely responsible for Web Site content and compliance with applicable laws. Provider may remove content deemed harmful or unlawful and cooperate with authorities where required.

12. Warranties

(a) Limited Performance Warranty. Provider warrants that all services will be performed in a commercially reasonable manner, consistent with standard practices in the digital marketing and web development industry. For clarity, commercially reasonable standards include:

1. Timeliness: Services will be delivered according to the project schedule set forth in the Proposal, provided Customer supplies content, approvals, and feedback promptly.

2. Technical Standards: The Web Site shall comply with applicable industry standards, including HTML5, CSS3, JavaScript, and security best practices. Hosting shall conform to standard uptime practices, excluding scheduled maintenance.

3. Functional Testing: Features included in the Proposal, including links, forms, and integrations, shall function in accordance with specifications and be compatible with the current versions of major browsers (Chrome, Edge, Safari, Firefox).

4. Content Accuracy: Provider will ensure correct implementation and formatting of content provided by Customer or supplied by Provider; Customer is responsible for review and approval.

5. Marketing Services (if applicable): SEO, PPC, social media management, or other marketing services shall be implemented in accordance with industry best practices and the scope set forth in the Proposal. Performance is subject to external factors beyond Provider’s control, including search engine algorithms, platform policies, competition, and market conditions.

(b) No Guarantee of Results. Except as expressly stated in this Agreement, Provider makes no guarantees regarding the Web Site’s performance, user engagement, search engine rankings, traffic, conversions, leads, or revenue. Marketing outcomes are influenced by factors beyond Provider’s control.

(c) AS IS Disclaimer. Except as expressly stated herein, all services, Web Site functionality, and Licensed Components are provided “AS IS.” Provider does not warrant uninterrupted or error-free operation, nor the availability or performance of Third-Party services or software.

(d) Non-Infringement Warranty. Customer warrants that any technology, content, or materials provided by Customer for integration into the Web Site do not infringe any third-party copyright, trademark, patent, or trade secret rights. Customer shall defend, indemnify, and hold Provider harmless from any claim arising from such content.

(e) Survival. The provisions of this Section 12 shall survive termination or expiration of this Agreement.

13. Limitation of Liability

Provider’s total liability shall not exceed amounts paid by Customer during the six (6) months preceding the claim. Provider shall not be liable for indirect, incidental, or consequential damages.

Provider shall have no liability arising from expiration or non-transferability of Third-Party licenses.

14. Termination

Either party may terminate for material breach with ten (10) days’ written notice and opportunity to cure. Termination does not affect surviving sections.

15. Dispute Resolution and Governing Law

Disputes shall first be submitted to non-binding arbitration under AAA Commercial Rules. This Agreement shall be governed by the laws of the United States and the applicable state jurisdiction.

16. Export Regulations

Customer agrees to comply with all U.S. export control laws.

17. U.S. Government Restricted Rights

The Web Site constitutes restricted commercial software as defined by applicable federal regulations.

18. Miscellaneous

This Agreement constitutes the entire agreement and may be amended only in writing. If any provision is unenforceable, the remainder shall remain in effect. The parties are independent contractors.

ADDENDUM A – MARKETING SERVICES

This Addendum governs digital marketing services provided by Provider under the Agreement. Terms in this Addendum supplement, but do not replace, the Agreement unless explicitly stated.

A1. Scope of Marketing Services

Provider may perform, as specified in the Proposal:

Search Engine Optimization (SEO)

Pay-Per-Click (PPC) Advertising

Social Media Management

Content Marketing

Analytics and Reporting

Marketing Services shall be performed in a commercially reasonable manner but are subject to factors outside Provider’s control (e.g., search engine algorithms, platform policies, competition, and market conditions).

A2. Fees and Payment

Fees for Marketing Services are set forth in the Proposal. Invoices are payable monthly in advance unless otherwise specified.

A3. Termination of Marketing Services

Marketing Services may be terminated independently of the Web Site development. Termination shall not relieve Customer of outstanding fees for services rendered through the effective date.

A4. Warranties and Limitations

Provider makes no guarantee of results from Marketing Services. Customer acknowledges that outcomes (traffic, conversions, leads, or rankings) are influenced by external variables.

Provider shall not be liable for indirect, incidental, or consequential damages arising from Marketing Services.

A5. Post-Termination Obligations

Customer shall ensure the removal or transfer of any accounts, access credentials, or data connected to Marketing Services upon termination. Provider is not liable for post-termination account access or service disruption.

Last Updated 1/30/2026. 
Provider may update these terms prospectively with written notice.