Web Dev Terms and Conditions

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Web Dev Terms and Conditions

1. What is this document?

This is an agreement (this “Agreement”) between Digital Spotlight LLC, a California limited liability company (“we” or “us”), and the company or business named as the client (“you” or “your”) in the document to which these terms are attached. This Agreement is binding upon the parties’ successors in interest and assigns, whether such are inside or outside the United States of America.

To the extent the Terms and Conditions set forth in this Section conflict with other sections of the Agreement, the contents of this Section shall control in all respects.

If there is anything that we have discussed that is not in the attached document or these terms, you must inform us so we can make sure that the matter is included in writing in this document. Only those items stated in this document (as such may be updated from time to time) or in any written payment arrangements that may be agreed to subsequent to the date of this document will be a term of the agreement between us, and this Agreement will supersede any previous negotiations, representations and agreements between us and you, whether oral or written.

This Agreement commences on the date on which you sign the agreement. Website Development features and requirements can change without notice, and we may need to update the terms of this Agreement to address these changes. We reserve the right to change the terms of this Agreement. We will notify you of any relevant updated or modified terms of this Agreement by posting them on our website or emailing them to you. Please contact us at any time to receive a copy of the then-current terms of this Agreement.

2. What we do.

2.1 Generally. We provide Website Development services. You acknowledge and agree that the only services we are providing under this Agreement are those explicitly set forth herein. If any additional services are requested, we may, in our sole discretion, agree to provide such additional services provided that such additional services may result in additional fees. Any additional services will require a new agreement to be entered into. With respect to the services we provide under this Agreement, we will do the following:

We will deal with you honestly and openly.
We will apply good industry practice in information security.
We will respect your trade secrets (i.e. things that we get to know about your business that are commercially sensitive and not known to the public).
We will respect the privacy of individuals in accordance with applicable privacy laws.
We will avoid technical jargon and mumbo-jumbo. We strive to talk about what we can do, are doing and the results we achieve for you in a way that you can understand.
We rely upon what you tell us and upon you to ensure that what you tell us or instruct us to do is accurate and not misleading or deceptive or otherwise actionable in any way. If you know that anything that you’ve told us has become outdated or incorrect because things have changed, we rely on you to promptly tell us what has changed.
We will deploy appropriate staff to provide services to you using our global resources wherever located.

Our services include full stack development encompassing:

Front-end development (HTML, CSS, JavaScript)
Back-end development (PHP, WordPress/CMS)
WordPress theme and plugin development
Website security maintenance and updates
Performance optimization
Responsive design implementation

2.1.1 – Hosting and Server Management:

We utilize managed WordPress hosting solutions (such as WPEngine or Kinsta) that provide:

Optimized WordPress environments
Enhanced security features
Automated backup systems
Staging environments for testing
Professional support services
Maintenance package optional and requires separate agreement

We do not provide direct server management services. Our hosting recommendations are based on security, performance, and ease of management considerations for WordPress websites.

2.1.2 – Monthly Maintenance Package:

Our monthly maintenance package ($210 per month or $2,100 annual payment with two months free) includes:

Monthly plugin and theme updates
Regular WordPress core updates
Website performance monitoring and optimization
Daily security scans for malware and vulnerabilities
Monthly performance and security reports
Daily backups with 30-day retention
Security patch implementation
PHP version management and updates
SSL certificate management
Removal of unused plugins and themes
Security best practices implementation
HTTPS configuration management

2.1.3 Third-Party Brands and Trademarks. We develop your website based on information and directives provided by you. We rely on you to take particular care to ensure that we are not instructed to use brands, trademarks or other intellectual property (registered or not) that are not owned by or licensed to you in any way that does not comply with applicable law. We rely upon what you tell us. We also rely upon you to obtain all consents and approvals from owners of trademarks, trade names, other identifiers of products or services and other intellectual property that you inform us that we may use to promote and market your business and products and services offered by you, in full compliance with all laws that affect those activities. You hereby represent and warrant that any and all information and material provided to us by you shall not infringe upon or misappropriate any rights of a third party, including intellectual property rights.

Website Development services include:

Custom WordPress development
Theme customization and development
Plugin configuration and customization
Mobile-responsive design implementation
Front-end user interface development
Integration of security best practices
Performance optimization
Cross-browser compatibility testing

2.1.4 Performance Deliverables Websites will meet the following minimum standards: – Mobile responsiveness across iOS and Android devices – Cross-browser compatibility (Chrome, Firefox, Safari, Edge) – Basic SEO optimization (meta tags, structured data) – SSL certificate installation and HTTPS configuration

2.3 – Work Request Procedures

All requests for web design and development work must adhere to the following procedures:

2.3.1 Submission Requirements The Client must submit all work requests in writing via email or via a dedicated feedback tool such as marker.io. Verbal requests, including those made during meetings or phone calls, will not be considered official work requests and will not be acted upon until documented in writing by the Client and acknowledged by the Service Provider.

2.3.2 Request Documentation Work requests must include:

Detailed description of requested changes or additions
Specific requirements and expectations
Desired timeline or deadline, if applicable
Any relevant reference materials or examples
Budget constraints, if applicable

2.3.3 Scope Confirmation Process Upon receiving a work request, the Service Provider will:

Review the request and requirements
Develop a detailed scope of work
Provide written confirmation of the understood requirements
Include preliminary time estimates where possible
Suggest potential optimizations or alternative approaches to meet objectives efficiently
Outline any technical limitations or concerns
Provide cost estimates based on the hourly rate of $180

2.3.4 Work Commencement The Service Provider will not commence work until:

The Client has approved the scope and estimates in writing
Any required deposits or payments have been processed

2.3.5 Time Estimates When providing time estimates, the Service Provider will:

Base estimates on previous experience with similar work
Include contingency time for testing and revisions
Clearly indicate that estimates are approximations
Note that actual completion time may vary based on:
- Technical challenges encountered during development
- Changes in requirements or scope
- Integration issues with existing systems
- Testing results and necessary revisions
- Client response time for approvals or feedback

2.3.6 Change Orders Any modifications to approved scope that may affect timeline or cost require a formal change order including: – Written description of changes – Impact on timeline and budget – Client approval signature – Updated completion estimates Work on changes will not commence until signed change order is received.

The Client acknowledges that estimates are provided for planning purposes only and do not constitute a fixed-price agreement unless explicitly stated in writing.

2.4 Timeline Dependencies Project timelines are contingent upon: – Timely client feedback and approvals (48-hour response time) – Content and materials provided by agreed deadlines – Access to necessary accounts and systems – Completion of client responsibilities as outlined in Section 3 Delays caused by client may result in project timeline extension and potential additional fees.

2.5 Scope Boundaries The following are explicitly outside the base scope and require separate agreements: – E-commerce functionality beyond basic display – Third-party integrations not specified in initial scope – Content creation beyond template/placeholder content – SEO services beyond basic on-page optimization – Training sessions exceeding 2 hours total – Custom functionality requiring more than 8 hours development

2.6 Testing and Launch Protocol – Pre-launch testing period of 5 business days minimum – Client responsible for content review and approval – Bug fixes during testing period included in base price – Post-launch support limited to 30 days for issues directly related to development work – Client acceptance required in writing before project considered complete

3. Your responsibilities.

You are responsible for the following:

Access to Website and Personnel. We will rely upon you to provide us with continuing and uninterrupted access to your site to provide our services and your prompt implementation of our recommended changes. If you don’t provide us with access, or your team does not promptly implement our changes, our charges are still payable, because we plan our resources in the expectation that you will provide us with continuing access and promptly implement our
recommendations.
Access to Accounts. If you have already set up Google Analytics, Google Search Console and Google Tag Manager accounts, you will provide the necessary access for us to complete our work. If you do not have accounts or your accounts have not been fully set up, we will need to set up an account for you but you shall be solely responsible for the account and all related fees.
Decision-making Responsibility. You must take responsibility for your own decisions. If you tell us to take or not take an action that we do not agree with or recommend, and we do so at your instruction, you will be solely responsible for the results. Similarly, if you elect to change your website frequently or in ways that are not accepted industry practice or effectively communicated to us, we will not be responsible for any adverse effects.
Accurate and Timely Feedback. You are responsible for accurately and timely disclosing to us in writing (a) any metrics we request, for example regarding leads and lead conversion, (b) if our reporting is inaccurate or does not reflect the results you are seeing on your end, (c) if you are unhappy with your results, (d) if you have received a lot of spam leads, (e) any other issues with your results. You must communicate with us daily (and at a minimum, weekly) regarding these matters so we can collaborate with you to adjust our strategies and services as necessary. We shall not be responsible for correcting any issues that are not conveyed to us within one week of when they were realized or should have been realized by you. You will assign one person who will manage all feedback and interaction during your engagement of us, to ensure consistency and efficient communication and conveyance of all necessary information to us in a timely manner.
Payment of Fees to Tools/ Software and Vendors. You are solely responsible to paying all amounts owed to any tools/software required for the website development, confirming such amounts are accurate and ensuring that the correct method of payment is being charged. If you ask, and we agree (which right we hold in our sole and absolute discretion) that we use your credit card information to make fee payments to any tools/software and vendors on your behalf, you expressly agree that we are not liable for, and you waive all claims against us arising out of or relating to, any negligence or accidental payments or charges to the wrong account and/or vendor in connection with our payment of fees to tools/software on your behalf.
Providing Accurate and Complete Information. You are responsible for providing us accurate and complete information. We are not responsible for any inaccuracies in the information you provide to us, including any inaccurate information available on your website.
Installing Pixels and Tags. You are solely responsible for installing all pixels and tags onto your website as required for our services. If you would like us to install or modify anything on your website, we may agree to do so in our sole discretion. However, we shall not be responsible for any errors or inaccuracies, or for the website breaking down or not functioning properly.
Ensuring Activation and Connection of All Necessary Platform Accounts, Features and Properties. You are solely responsible for ensuring that all platform features, properties and accounts are properly registered, linked, connected to each other, and continuously held in good standing. The Services we provide may be dependent on the communication and cross-functionality between the platform features, properties and accounts, so failure by you to ensure the requirements set forth herein may significantly impact the results or success of the Services.

3.1 Work Request Responsibilities The Client is responsible for:

Submitting all work requests in writing according to Section 2.3
Providing clear and complete information about requirements
Reviewing and approving scope confirmations in writing
Understanding that verbal requests will not be acted upon
Promptly responding to requests for clarification or additional information
Acknowledging that changes to approved scope may affect completion time and cost

3.2 Communication Standards – Client must designate single point of contact for all communications – Response timeframes: Client 48 hours, Service Provider 24 hours during business days – All project communications via email with written record – Emergency contact procedures for site-down situations – Weekly status updates provided during active
development

4. What we do not do.

We do not do any of the following:

Provide any services other than those that are explicitly set forth in this Agreement.
Meet telephonically or in-person without an appointment. All calls and meetings must be requested and scheduled in advance. Unless otherwise specified, such calls and meetings will be outside the scope of the services provided under this agreement and will be subject to additional fees of $180 per hour.
Work miracles. If your site has a poor trust rank/value / historical link profile that poor rating will negatively impact the results that we can achieve. Good work by us may not counteract any ongoing negative impact of poorly rated sites.
Have perfect knowledge about what will work for your brand, products or services. We will apply our experience, but good experience doesn’t mean that we can predict the future or what will work for your brand, products or services.
Take over your security and password management of your accounts. We will take all reasonable steps to prudently manage and protect security of passwords and your confidential information as entrusted to us while in our possession and control, but we do not monitor what you or third parties may do. You remain solely responsible for security of your accounts and for monitoring your accounts to detect unauthorized or illegal activities.
Monitor what your competitors or other third parties may do. You should tell us of anything you think is relevant and may assist us in optimizing our service to you.
Take responsibility for your decisions. If you tell us to do something that we don’t agree with and we elect to do it at your instruction, you will be responsible for the results. If you change your website frequently or in ways that you don’t tell us or that are not accepted industry practice, we won’t be responsible for any adverse effects and we may not be able to provide our service.
Refund money paid by you if you don’t like the results. We will apply our skills to endeavor to achieve good results for you. That requires us to expend significant staff time and other resources, so we don’t offer satisfaction or your money back.
Ensure that your site will not be hacked or information security compromised in any way. We will take all reasonable steps to ensure that our employees safeguard passwords and other information about access to your site, but we are not responsible for or in relation to any actions by third parties or for providing any advice or assistance to you in relation to information security or dealing with a breach of information security (whether by hacking, denial of service attack or any other disruption).
Provide consulting or other services in relation to your dealings with search engine operators, website developers, regulators or other parties. We will reasonably cooperate to facilitate your dealings with such parties, but if work is involved we may charge you for such services.
Take responsibility for the quality of sales, what business we do or do not generate for you, or your business in the future.

5. How we charge you.

Any written quotation is on the basis of what you told us about your website and what we could see of that site from an external review. Our quotation assumes that once we get reasonable access to the backend of your site, that access will facilitate us doing our work.

Our charges are stated under Attachment A.

Additional fees will apply for any out-of-scope work that you request us to perform, including in-person or telephonic calls outside the scope of our services. These fees will be charged at a rate of $180 per hour.

Pricing assumes timely delivery of necessary information, approval of deliverables and no change in scope by you. If delays by you lengthen the process or make providing our services more difficult, we reserve the right to charge additional fees to provide for any additional necessary resources. Any change in scope, including request for additional or regular meetings will also require additional fees and approval.

You must pay our invoices promptly (within 7 days of invoice date) or we may elect to charge you a monthly finance charge of 1.5% of the total balance of the invoice and/or suspend provision of services or terminate this Agreement. We may also elect to submit your account to a debt collection service, and you shall pay any associated fees incurred in connection with collection of any amounts owed to us under this Agreement.

We bill in United States dollars for payment into our nominated bank account. Where value added tax or other sales taxes or duties apply, these will be charged to you and must be paid by you in addition to our quoted fees. Where bank charges or remittance fees apply, you need to pay such amount and ensure that we receive the amount due to us without deductions in our nominated bank account.

You are responsible for all expenses of our personnel in performing the services and/or providing the deliverables under this Agreement and all pass-through license fees, which, in each case, you approve in advance or are otherwise described in this Agreement. Except for the foregoing, we shall be responsible for all costs and expenses incidental to the performance of the services or for the preparation of the deliverables described in this Agreement. Except as expressly stated herein, we are solely responsible for payment of all costs of our own equipment during the term of this Agreement, and accordingly, we shall bear all applicable sales, use or other taxes assessed against the use of such equipment associated with the services or deliverables described herein.

You agree to pay our fees and charges in full, regardless of the results delivered and whether you are satisfied or dissatisfied with such matters. You acknowledge and agree that we do not guarantee any results and that our fees and charges are payable in full regardless of your satisfaction or dissatisfaction with such results or our performance.

Time estimates provided are based on our experience and current understanding of the requirements. We strive to be conservative in our estimates but cannot guarantee completion within the estimated time frame. Actual hours required may vary based on complexity, technical challenges, and changes in scope. We will communicate proactively if we anticipate exceeding estimates by more than 10% and will require written approval before proceeding with additional hours beyond the original estimate.

5.1 Changes in fees.

We can change our fees at any time by giving you at least 30 days’ prior notice.

If you do not agree to pay our changed fees, you may elect to terminate this Agreement in accordance with Section 10.

5.2 Payment Security – First payment due upon contract signing – Subsequent payments due monthly regardless of project completion status – Late payments (over 7 days) incur 1.5% monthly finance charge – Work suspension rights after 30 days non-payment – Final deliverables released only after full payment

6. Notices.

All notices required by or permitted to be given under this Agreement will be in writing and will be deemed to have been duly given if and when: (i) delivered personally; (ii) mailed by first class certified mail, return receipt requested, postage prepaid; (iii) sent by a nationally recognized express courier service, postage or delivery charges prepaid; or (iv) when sent, if sent by electronic mail or facsimile during the recipient’s normal business hours, and if not sent during normal business hours, then on the recipient’s next business day; and in all events will be deemed given upon receipt. All notices will be sent to the applicable party’s representative as set forth below:

If to you:

Client.

Attn:

Email:

And

If to us:

Digital Spotlight LLC

2450 Colorado Avenue

Suite 100E

Santa Monica, CA 90404

Attn: Chief Executive Officer

Email: [email protected]

Notices shall be deemed received on the earliest of personal delivery; upon twenty-four (24) hours following deposit with a bonded courier or overnight delivery company; when sent, if sent by electronic mail during the recipient’s normal business hours, and if not sent during normal business hours, then on the recipient’s next business day; or seventy-two (72) hours following deposit in the U.S. Mail as required herein; and in all events will be deemed given upon actual receipt.

7. Who Owns What?

We have created, acquired or otherwise have rights in, and may, in connection with the performance of our services, employ, provide, modify, create, acquire or otherwise obtain rights in, various concepts, ideas, methods, methodologies, procedures, processes, know-how, techniques, models, templates, forms, general purpose consulting and software tools, utilities and routines, and logic, coherence, evaluations, analysis, recommendations, specifications, scripts, messaging content not exclusively produced for you (including, but not limited to, social network content, articles, newsletters and SEO content), manuals, plans, research materials and methods of operation of systems (collectively, “our Technology”). To the extent that we use any of our Technology in connection with the performance of our services, we retain all right, title and interest in and to such property, and, except for the license expressly granted hereunder, you shall acquire no right, title or interest in or to our Technology. In furtherance and not in limitation of the foregoing, you shall not analyze, have analyzed, otherwise disassemble, reverse engineer or attempt to reverse engineer our Technology, including, without limitation, links built by us for you, all of which are hereby acknowledged and agreed to be our Confidential Information and trade secrets. Except as expressly provided in this Agreement, all Technology shall remain our sole property. We agree that, except for our Technology contained therein, all original or creative products or other material that are developed or created by us and submitted to you in connection with the services and deliverables to be provided under this Agreement, including, but not limited to, brochures, custom newsletter content, custom web copy and custom advertising copy (collectively, the “Works”) shall be considered solely your property, shall be totally under your dominion and control, and shall be registered, trademarked or copyrighted in your name only. The Works shall not be deemed to include, by definition, any third-party software or related documentation licensed directly to us or you, or any modifications or enhancements thereto or derivatives thereof. We hereby grant to you, a non-exclusive, royalty-free, worldwide, perpetual, nontransferable license to use and reproduce, for your internal business purposes (including use by your affiliates), any of our Technology contained in the Works. Such license shall not require payment of any additional fee to us, other than the fees set forth in the pricing section of this Agreement. For purposes of copyright ownership only, and no other purposes whatsoever, all Works shall be deemed to be a “work made for hire” under the U.S. Copyright Act and all of the Works and all rights appertaining thereto, including all copyrights whether known or hereafter created throughout the world and all rights of renewal thereof, are entirely your property, free from the payment of any additional compensation whatsoever. To the extent the Works are not deemed a work-for-hire or to the extent we may own or be deemed or adjudged under the law of any country to own any copyrights or any of the rights comprised in a copyright in any of the Works, such copyrights and other rights are hereby assigned and transferred to you, absolutely and forever, in consideration of the mutual covenants contained in this Agreement. Upon written request, we will reasonably cooperate and will execute any and all documents or instruments necessary to carry out the purposes of this Section 7, including, but not limited to, such further assignments of rights in individual Works as you may deem necessary or appropriate for your full and complete enjoyment and perfection of all rights in the Works, provided that you shall bear the reasonable costs incurred by us as a result of such cooperation and execution. The provisions of this Section 7 shall survive termination or expiration of this Agreement.

8. Treatment of confidential information.

Pursuant to this Agreement, we and our personnel, on the one hand, and you and your employees, members, managers, directors, officers, shareholders, partners, agents, contractors and consultants and their personnel, on the other hand, may have access to confidential and proprietary information and materials belonging to or disclosed by a party to this Agreement (each, a “Disclosing Party”) to the other party (each, a “Receiving Party”) whether disclosed before or after the date of this Agreement, electronically, orally, in writing, or by display, which is not generally disclosed to or known by public, concerning or pertaining to the business of the Disclosing Party, including, without limitation, trade secrets, data, reports, methods, techniques, procedures, designs, formulas, processes, methodologies, forecasts, financial information, development, technical, manufacturing and marketing plans, employees, partners, customers, suppliers, and/or projects, and that such information is commercially valuable to the Disclosing Party or is otherwise confidential and proprietary to such party (“Confidential Information”). Confidential Information does not include know-how or information which is not specific to the Disclosing Party, whether disclosed to the Receiving Party or whether developed by either party during the course of this Agreement. Nothing in this Agreement grants to either us or you any license, right, title or interest in or to the Confidential Information, except as expressly set forth herein. Each party reserves all rights to its Confidential Information not expressly granted in this Agreement. The sole purpose in disclosing Confidential Information hereunder or allowing access to such Confidential Information is to aid each party in performing under this Agreement. Each party shall use Confidential Information solely for the purposes of executing and performing the terms of this Agreement and for no other purpose whatsoever. We and each of our personnel, legal representatives or professional advisors and subcontractors, on the one hand, and you and your employees, members, managers, directors, officers, shareholders, partners, agents, contractors and consultants and their personnel, on the other hand, will receive and hold such information in the strictest confidence. Each party shall use reasonable efforts to protect the confidentiality of Confidential Information but in no event any less care than the Disclosing Party takes to protect its own Confidential Information, and will cause others to protect such information no less that to the extent set forth herein. Each party shall provide the other with such further assurances as requested by such party from time to time. Each Receiving Party further agrees that, without the prior written consent of the Disclosing Party, such Receiving Party shall not disclose to third parties or otherwise use except in accordance with the terms of this Agreement, any information obtained from or through the Disclosing Party in connection with this Agreement, unless it can be established that (a) the information is rightfully known to the Receiving Party prior to obtaining the same from the Disclosing Party; (b) the information is, at the time of disclosure to the Receiving Party, then in the public domain; or (c) the information is obtained by the Receiving Party from a third party who did not receive the same, directly or indirectly, from the Disclosing Party.

The Receiving Party may disclose Confidential Information if required to do so by law but will inform the Disclosing Party of any request to disclose Confidential Information as soon as reasonably possible. Notwithstanding the other provisions of this Section 8, we shall have the right to describe and use your name and the results of this engagement in our printed or online promotional materials.

Upon written request or upon expiration or termination of this Agreement for any reason, each party will promptly: (a) return or destroy, at the requesting party’s option, all originals and copies of all documents and materials it has received containing Confidential Information; (b) deliver or destroy, at the requesting party’s option, all originals and copies of all summaries, records, descriptions, modifications, negatives, drawings, adoptions and other documents or materials, whether in writing or in machine-readable form, prepared by the other party or prepared under its direction or at its request from the documents and materials referred to in subsection (a) above, and (c) either return or destroy all materials, in whatever form, and copies thereof containing any Confidential Information; and in the event that such materials are to be destroyed, provide the requesting party with a certification of such destruction signed by an authorized representative of the other party.

This Section 8 is intended to supplement and does not supersede any written confidentiality or nondisclosure agreement existing between the parties. This Section 8 shall survive termination or expiration of the Agreement.

8.1 Data Protection – Service Provider will implement reasonable security measures for Client data – Client data access limited to authorized personnel only – Data backup procedures will be documented and followed – Client responsible for compliance with applicable privacy laws (GDPR, CCPA, etc.) -Service Provider will assist with reasonable privacy policy implementation – Data breach notification procedures within 24 hours of discovery

9. No Exclusivity.

We’re often asked to commit to only do work for a client in a particular industry sector or geography. As this Agreement may be ended by you at any time on short notice and our charges don’t reflect the opportunity cost of not doing work for others, our services to you are non-exclusive. We may provide services to your competitors, provided that we abide by the limitations set forth in Sections 7 and 8 of this Agreement.

10. Term & Termination

Either Party may terminate this Agreement at any time, with or without cause, upon 7 days’ written notice. Either Party may also terminate the Agreement immediately if: (i) the other party commits a breach of this Agreement and does not cure the breach within 5 days of receiving written notice from the non-breaching party.

If this Agreement is terminated early by the Client without cause, the Client agrees to pay the Service Provider for: (i) all services provided up to the date of termination; and (ii) all expenses already incurred, including those from documented non-cancelable commitments. The Service Provider agrees to use best efforts to minimize such costs and expenses.

Termination for any reason shall not affect the rights granted to the Client by the Service Provider under this Agreement. Upon termination, the Client shall pay to the Service Provider all undisputed amounts due and payable immediately. If, upon termination, the Client has not paid undisputed fees owed for the materials, deliverables, or services provided by the Service Provider as of the date of termination, the Client agrees not to use any such materials or the product of such services until full payment has been made.

Any provisions or clauses in this Contract that, by their language or context, imply their survival shall survive any termination or expiration of this Agreement. Notwithstanding anything to the contrary in this Agreement, the Service Provider shall retain a perfected security interest in the deliverables or materials until the Client has made full payment for all undisputed amounts as of the termination date. The Service Provider hereby agrees to release and waive its security interest in the deliverables and materials upon receipt of full payment for all undisputed amounts.

Additionally, the Client agrees to pay any reasonable collection costs, including legal fees, incurred by the Service Provider in the pursuit of unpaid balances. This ensures that the Service Provider is compensated for all provided services and expenses promptly and fairly.

Access to shared Google Drive folders or files will stay available for 30 days after cancellation, giving you (the client) time to download any needed documents. After that, access will be removed and the folder archived for our records. If you need access to archived materials after this period, you may submit a request, which will be reviewed on a case-by-case basis.

Termination Deliverables Upon termination, Service Provider will provide:

All completed work in agreed formats
Access credentials for completed portions
Basic documentation for work performed
30-day transition assistance (billable at hourly rate) Client must provide:
Written confirmation of work completed to date
Payment for all services rendered through termination date
Clear instructions for any ongoing service transfers

11. Disclaimer of Warranty.

THE WARRANTIES STATED IN SECTION 15.1 BELOW ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY US. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NO OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, ARE OFFERED TO YOU OR ANY THIRD PARTY HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF DESIGN, FITNESS FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. NO AGENT OF OURS IS AUTHORIZED TO ALTER OR EXCEED OUR WARRANTY OBLIGATIONS AS SET FORTH IN THIS AGREEMENT. Our obligations with respect to such warranties shall be contingent on your compliance with your responsibilities under this Agreement and your use of our services and deliverables provided under this Agreement in accordance with our instructions as provided by us. We shall have no warranty obligations with respect to any failures of the services or deliverables which are the result of accident, abuse, negligence, or misapplication by you. The results described in this Agreement, including without limitation the benefits described in Section 1 of this Agreement, do not constitute a guarantee of results. We do not guarantee our results of search engine optimization or per click services, or that such results will occur within any specified period of time after the website development. We do not guarantee that your websites will never be subject to search engine penalties. Actual results may vary and are subject in all respects to your compliance with your obligations hereunder, including without limitation those set forth in Section 3, as well as the other terms and conditions of this Agreement.

In furtherance and not in limitation of the foregoing, and notwithstanding anything else to the contrary in this Agreement you hereby acknowledge and agree to each of the following:

We will not refund any monies paid by you in the event that you are not satisfied with the results achieved as a result of the services performed under this Agreement. Our services provided hereunder require the expenditure of significant staff time and other resources, and no guarantee of results is given herein.
We do not guarantee or otherwise ensure that your website or information security thereon will not be hacked or compromised in any way, and are not responsible for any actions taken by third parties or for otherwise providing advice or assistance to you regarding information security or breaches thereof.
We do not provide consulting or other services with respect to your separate interactions with search engine operators, regulators or other third parties, and such work is expressly acknowledged to be beyond the scope of this Agreement. To the extent we are required to perform services in relation to your dealings with such third parties, such services will result in extra fees charged to you.
We do not provide additional or customized reporting with respect to modifications of our existing reports. Any additional reporting or modifications to reports requested by you, other operators, consultants or other third parties represented by you is expressly acknowledged to be beyond the scope of this Agreement. To the extent we are required to provide additional or customized reporting, these reports will result in extra fees charged to you.

Additionally, you expressly acknowledge and agree that:

We provide website hosting and maintenance services on an ‘as-is’ and ‘as-available’ basis. Despite our maintenance role, we make no warranties or guarantees regarding:
- Website uptime or availability
- Performance or functionality of any plugins, themes, or other website components
- Speed or responsiveness of the website
- Continuous, uninterrupted access to services
You understand and accept that technical issues, downtime, and service interruptions may occur despite our reasonable efforts to prevent them. We expressly disclaim all liability for:
- Any business losses, including but not limited to lost profits, revenues, opportunities, data, or goodwill
- Website downtime or service interruptions
- Plugin or theme malfunctions or compatibility issues
- Technical problems of any kind
- Consequences of service disruptions or delays
Our maximum aggregate liability for any claims relating to hosting or maintenance services shall not exceed the amount paid by you for such services in the 3 months preceding the claim.

12. Limitations and Disclaimers of Liability.

To the maximum extent permitted by applicable law, we expressly disclaim all liability to you or any third party relating to: (i) any errors, omissions, interruptions, delays, defects, technical inaccuracies or typographical errors in the content on your website, (ii) availability of your website at any particular time or in any particular location, (iii) any viruses or other harmful components present on your website, (iv) personal injury or property damage, of any nature whatsoever, resulting from provision of our services hereunder, (v) our negligence or (vi) the illegal conduct of any third party.

By using our hosting and maintenance services, you acknowledge and agree that:

You waive any and all claims against us related to:
- Business interruption or losses
- Website accessibility issues
- Technical malfunctions
- Service disruptions
- Data loss or corruption
You assume all risks associated with:
- Plugin and theme usage
- Website modifications
- Technical issues
- Service interruptions
You understand that while we provide hosting and maintenance services, we cannot guarantee against technical issues or service disruptions and bear no responsibility for any resulting business impacts or losses.
Your sole remedy for any service issues shall be either:
- Service credits for verified downtime
- Termination of services with pro-rated refund

Website Performance Disclaimers Service Provider makes no guarantees regarding: – Search engine rankings or traffic levels – Conversion rates or business results – Third-party plugin functionality or compatibility – Website performance on all devices or browsers – Resistance to all forms of cyber attacks or security breaches

These limitations apply regardless of the cause or duration of any issue, even if we have been advised of the possibility of such damages.

To the extent permitted by applicable law, our liability under this Agreement is capped at an amount equal to the aggregate amount paid by you under this Agreement.

WE SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES OF ANY KIND (INCLUDING LOST REVENUES OR PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA) ARISING OUT OF OR IN CONNECTION WITH OR RELATED TO THIS AGREEMENT OR THE RIGHTS PROVIDED HEREUNDER SUFFERED BY YOU OR BY ANY ASSIGNEE, TRANSFEREE, OR THIRD PARTY CLAIMING RIGHTS DERIVED FROM A PARTY TO THIS AGREEMENT, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. ANY PROVISION HEREIN TO THE CONTRARY NOTWITHSTANDING, OUR MAXIMUM LIABILITY TO ANY PERSON OR ENTITY WHATSOEVER ARISING OUT OF OR IN THE CONNECTION WITH ANY SERVICES OR DELIVERABLES DELIVERED TO YOU HEREUNDER, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON BREACH OR REPUDIATION OF CONTRACT, WARRANTY, TORT, NEGLIGENCE, INDEMNITY OR OTHERWISE, SHALL IN ALL CASES BE CAPPED AT AN AMOUNT EQUAL TO THE AGGREGATE AMOUNT PAID BY YOU UNDER THIS AGREEMENT AND SHALL BE REDUCED PROPORTIONATELY TO THE EXTENT THAT YOUR NEGLIGENCE OR WILLFUL MISCONDUCT OR THAT OF YOUR EMPLOYEES, REPRESENTATIVES OR AGENTS CONTRIBUTED TO THE LOSS OR LIABILITY.

We rely upon you to obtain all consents and approvals from owners of trademarks, trade names, other identifiers of products or services and other intellectual property that you inform us that we may use to promote and market your business and products and services offered by you, and all consents and approvals you may require from individuals in relation to collection, use and disclosure of personal information about them, in full compliance with all laws that affect activities conducted pursuant to this Agreement. If you don’t get those consents and approvals or give notices as required or otherwise comply with applicable laws, we rely on you to satisfy all claims by your customers and other users and you must indemnify us against Losses reasonably incurred by us in connection with such third party claims and actions in accordance with Section 13.

13. Indemnification.

You agree to indemnify and hold us, our subsidiaries, affiliates, licensors, suppliers, content providers, service providers, employees, agents, officers, directors, shareholders, members, managers, partners and contractors (collectively, the “Indemnified Parties”) harmless from and against any and all claims, liabilities, costs, losses, expenses, damages, judgments, and awards (including attorneys’ and accounting fees and costs) (collectively, “Losses”) that an Indemnified Party incurs arising from:

your breach of this Agreement;
any claim brought by a third party to whom you have distributed or otherwise sublicensed our Technology underlying the Works in violation of this Agreement;
any alleged infringement or misappropriation of any third party rights (including intellectual property rights) by the Works (other than with respect to our Technology), any aspect of your website or any other materials provided to us by you;
any claim that our website, services and/or software products infringe or misappropriate the intellectual property rights or other personal rights of a third party as a result of materials provided to us by you;
your unlawful or negligent acts or omissions, except to the extent that we contribute to the Loss;
failure by you to maintain in good order your accounts for relevant services contracted by you, to pay these accounts on time, and to monitor these services to detect authorized or unauthorized access or use;
any Loss that you may suffer arising from any unauthorized access to your accounts or use of your accounts by any person at any time, except to the extent that such Loss is directly attributable to a failure by us to take reasonable steps to prudently manage and protect security of passwords and your Confidential Information as entrusted to us while in our possession and control;
any defect in any material that is provided by you or at your direction to us and in any work or services performed by you or performed at your direction (other than our work);
costs (including debt collection costs and full legal fees and expenses) that we incur in attempted recovery of any sum, including any indemnified amount, that is payable by you to us but not paid when due; or
any federal, state, local or foreign civil or criminal actions related to your website, services and/or software products.

Each party must take reasonable steps to mitigate Loss. The liability of an indemnifying party for Loss will be reduced proportionally to the extent that the Loss was caused or contributed to by a negligent act or omission of the other party or by a breach of this Agreement or of any applicable law by the other party.

14. Sorting out disputes.

We shall each use reasonable best efforts to resolve in good faith any dispute arising under or concerning this Agreement. If we cannot resolve such dispute, we agree to mediate in good faith continuously for sixty days before commencing court proceedings (except for urgent injunctive or declaratory relief).

15. Miscellaneous.

15.1 Representations and Warranties. Each party hereby represents and warrants to the other party that: (a) such party has the full power and authority to enter into this Agreement, to carry out its obligations under this Agreement and to grant any rights granted to the other party hereunder; (b) such party has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, or that would preclude such party from complying with the provisions hereof; and (c) such party shall comply in all material respects with all applicable laws in the performance of its obligations hereunder.

15.2 Governing Law. This Agreement, and all claims or causes of action (whether in contract, tort or statute) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be governed by, and enforced in accordance with, the internal laws of the State of California, including its statutes of limitations. To the extent any action or proceeding arising in any manner out of or from this Agreement may be brought before a court, the parties hereto irrevocably accept generally and unconditionally the exclusive jurisdiction and venue of any federal and state court located within Los Angeles County, California.

15.3 Remedies. Each party hereto acknowledges and agrees that a breach, or threatened breach, of any confidentiality or intellectual property provisions hereunder will cause irreparable harm to the other party, for which monetary damages will not be an adequate remedy, and, therefore, the other party shall be entitled to seek injunctive relief in addition to any remedies it may have hereunder or at law or equity. Except as set forth in Section 12, the remedies in this Agreement shall not be exclusive of any other remedy either party may have against the other party at any time, and shall not limit either party’s ability to seek other remedies available under law or in equity. Remedies shall be cumulative and there shall be no obligation to exercise a particular remedy.

15.4 Legal Costs. In the case of any dispute between us and you, you will bear all of your legal and other costs. This will include, but shall not be limited to costs associated with the engagement of debt collection services by us, our affiliates, subsidiaries or parent companies in any attempts to recover fees from you, whether successful or unsuccessful.

15.5 Force Majeure. Notwithstanding anything to the contrary in this Agreement, if either party is prevented, hindered or delayed from performing any of its obligations under this Agreement by a Force Majeure Event (as hereinafter defined) then: (a) that party’s obligations under this Agreement shall be suspended for so long as the Force Majeure Event continues and to the extent that party is so prevented, hindered or delayed; (b) as soon as reasonably possible after commencement of the Force Majeure Event that party shall notify the other party in writing of the occurrence of the Force Majeure Event, the date of commencement of the Force Majeure Event and the effects of the Force Majeure Event on its ability to perform its obligations under this Agreement; (c) if that party fails to give the notice referred to in subsection (b), it shall forfeit its rights under subsection (a); (d) that party who has given notice to the other under subsection (b) shall use all reasonable efforts to mitigate the effects of the Force Majeure Event upon the performance of its obligations under this Agreement; and (e) as soon as reasonably possible after the cessation of the Force Majeure Event that party shall notify the other party in writing of the cessation of the Force Majeure Event and shall resume performance of its obligations under this Agreement. For purposes of this Agreement, “Force Majeure Event” shall means any acts of God, acts of government, acts of terror, war, riot, strikes, civil commotion or unrest or other labor problems (other than those involving our employees), malicious damage, compliance with any law or governmental order, rule, regulation or direction or any overriding emergency procedures of government or other competent authority, fire, flood, storm, co-location facility downtime, earthquakes, or drought, Internet service provider failures or delays, risk of infectious disease, disease outbreak, epidemic, pandemic whether as the result of the spread of COVID-19 or other communicable disease or quarantine. Further definitions include: a. Cybersecurity incidents affecting service delivery b. Third-party service outages (hosting, domain, payment processors) c. Supply chain disruptions affecting required software/services – Government-mandated business closures or restrictions

15.6 Independent Contractor Status. We are an independent contractor providing professional services and not your employee, agent, joint venture or partner. Nothing in this Agreement, nor in a course of dealing or by way of any aspect of this commercial relationship, shall be interpreted or construed as creating the relationship of employer and employee between you and us and/or our personnel. We will act as an independent contractor and shall not serve as an agent, nor shall deemed an employee, of you for the purposes of any employee benefit program, income tax withholding, FICA taxes, unemployment benefits, insurance coverage or otherwise. We shall not, and shall have no authority to, commit on behalf of the you, or to bind you to or under, any obligation or liability, or to enter into any contract, agreement or instrument on your behalf. We: (a) will determine the method, details, and means of performing the services under this Agreement according to our independent and professional judgment, in accordance with all requirements of applicable law and substantially in accordance with generally accepted practices and principles of our trade, (b) will supply all equipment and instrumentalities required to perform the services, (c) have and will maintain any licenses necessary for our performance of the services, and (d) will use our own employees to perform the services, and will have sole power and responsibility to hire, fire, train, instruct, manager and supervise all of our employees, provide our own worker’s compensation, comprehensive liability, and other customary insurance. We will conduct our business as follows: (i) maintain a separate business location; (ii) set our own terms with third party suppliers of goods and services; (iii) set our own hours of work; (iv) maintain our own business and schedule, and our own books and records; and (v) be customarily engaged in the same type of work as performed under this Agreement with other companies or otherwise hold ourselves out to potential customers to perform the same type of work.

15.7 Subcontracting. We may engage our employees and/or third-party consultants or independent contractors to perform the services and/or create the deliverables described hereunder. Subcontracting the provision of any portion of the services and/or deliverables described hereunder shall not relieve us of any of our obligations under this Agreement.

15.8 Headings; Exhibits. The various section headings of this Agreement are inserted only for convenience of reference and are not intended, nor shall they be construed to modify, define, limit, or expand the intent of the parties as expressed in this Agreement. All exhibits and addenda which are referenced herein and appended hereto, or are signed by the parties on or after the date of this Agreement, are hereby incorporated by reference.

15.9 Waivers. All waivers hereunder must be made in writing, and failure at any time to require the other party’s performance of any obligation under this Agreement shall not affect the right subsequently to require performance of that obligation. A waiver of a breach of any of the provisions of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions.

15.10 Assignment. Neither party may assign, transfer or delegate any of its rights or obligations without the prior written consent of the other party, such consent not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, either party may assign this Agreement in its entirety with prior written notice to the other party, without consent of the other party, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

15.11 Enforceability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court of competent jurisdiction finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed written, construed, and enforced as limited.

15.12 No Construing Against Drafter. This Agreement is the result of arm’s length negotiations between the parties and shall be construed to have been drafted by all parties such that any ambiguities in this Agreement shall not be construed against either party.

15.13 Entire Agreement. This Agreement constitutes the complete and exclusive statement of agreement among the parties with respect to the subject matter herein and replaces and supersedes all prior written and oral negotiations, understandings, and agreements among the parties with respect to such subject matter. The parties acknowledge and agree that no party hereto has made any representations or promises in connection with this Agreement or the subject matter hereof not contained herein, and no party is entering into this Agreement in reliance on any such representations, agreements, arrangements or understandings, oral or written, if any. All modifications and amendments to this Agreement must be in writing and signed by the parties. If the payment terms or fee structure contained in this Agreement are to be altered, the parties must enter into a new agreement.

All work requests must be submitted and confirmed in writing as specified in Section 2.3. No verbal agreements or requests shall modify this requirement. Written scope confirmations and estimates become part of this Agreement upon mutual written acceptance.

15.14 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. This Agreement may be executed by any party by delivery of a facsimile, .pdf signature or other electronic signature, which signature shall have the same force and effect as an original signature.