Plain-English Service Summary
(For clarity only. This summary is informational and non-binding.)
This page provides a plain-language overview of how our website services generally work, what is included, and what is not included. It is intended to improve clarity and transparency only.
This summary does not replace, modify, or override the legally binding Website Design & Refresh Services Agreement that follows. In the event of any conflict or inconsistency, the terms of the Agreement control.
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What We’re Doing for You
We are building or refreshing your website as a defined, project-based engagement, based on the scope and package you select and approve in writing.
Typical services may include:: • Improving mobile usability and layout • Cleaning up navigation and content clarity • Making it easier for customers to contact you • Applying accessibility-aligned design best practices • Setting up basic SEO foundations • Assisting with domain transfers or setup when needed • Setting up tools such as Google Analytics or Search Console when included in scope
Our goal is to deliver a clean, functional, modern website aligned with current best practices at the time of delivery. Completion of the defined deliverables fulfills our project obligations unless a separate support agreement is executed. ⸻
What This Is Not
This is not: • An ongoing maintenance or support contract • A guarantee of search rankings, traffic, or sales • A legal or regulatory certification • A promise of permanent accessibility compliance • Responsibility for third-party platforms, tools, or future changes
Those services require ongoing work or separate agreements.
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Accessibility (Important)
We build websites using accessibility-aligned best practices informed by current guidelines (such as WCAG).
What that means: • We structure and design the site to avoid common accessibility issues • We aim for good-faith alignment, not shortcuts
What it does not mean: • There is no official certificate that makes a site “legally compliant” • No one can guarantee permanent ADA or WCAG compliance • Accessibility may change if content, images, layouts, or third-party tools are modified
Accessibility is an ongoing responsibility of the site owner, not a one-time checkbox.
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About Tools and Platforms
We may use professional third-party tools such as: • GitHub, Vercel, Cloudflare • Google services (Analytics, Search Console, Gemini) • AI tools such as ChatGPT or Codex • Other services when appropriate
These tools are owned and operated by third parties. We assist with setup when included in scope, but we do not control how these platforms operate or change over time.
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About AI-Assisted Content
Some writing, code, images, or layouts may be assisted by AI tools.
This means: • AI may be used to improve speed and efficiency • You approve all final content • You remain responsible for accuracy and suitability
AI is a productivity tool, not a decision-maker or legal authority.
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After the Site Is Delivered
Once the defined deliverables are completed and full payment is received: • Ownership of the approved deliverables transfers to you • You control future changes and content • Any modifications made after handoff are your responsibility
If full payment has not been received, we retain control over hosting files, source code, and published content under our accounts and may suspend or unpublish the site until payment is made in full. Domain ownership remains with the registrant of record.
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If You Want Help Later
Additional help may be available by request: • Minor content or structural updates are quoted per task • Additional articles or new pages are quoted per scope • Larger updates are quoted based on scope
No additional work is performed without your prior written approval.
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Money & Timing
• Pricing is agreed upon upfront • Payment terms are defined in the selected service package or written proposal • Fees are earned as work progresses and are non-refundable once work has commenced • Third-party services are paid directly by you
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Bottom Line
We: • Build the site according to the defined scope • Set up the agreed technical structure • Align with best practices at time of delivery • Transfer approved deliverables upon full payment
You: • Own the approved deliverables after full payment • Control future changes • Decide how it evolves over time
- WEBSITE DESIGN & REFRESH SERVICES AGREEMENT
This Website Design & Refresh Services Agreement (“Agreement”) is entered into by and between Mas Web Studio (“Service Provider”) and the undersigned client (“Client”) and becomes effective on the date of the Client’s acceptance.
This Agreement governs a defined, project-based website engagement selected by the Client, including any approved service package, written proposal, or scope document incorporated by reference (collectively, the “Services”).
This Agreement applies solely to the specific Services approved in writing. No additional services, ongoing support, maintenance, monitoring, hosting, or compliance obligations are included unless expressly set forth in a separate written agreement signed by both parties.
Any modification to this Agreement or expansion of scope must be documented in a written amendment signed by both parties.
- Scope of Services
The Service Provider agrees to provide defined, project-based website services to the Client as expressly selected and approved in writing. Services may include, but are not limited to:
• Website refresh or structured rebuild • Mobile-first layout refinement • Content restructuring and clarity improvements • Accessibility-aligned design practices (aligned with WCAG 2.1 AA at time of delivery only) • On-page SEO implementation at the structural and content level • Domain connection or transfer assistance • Basic analytics or search console configuration if expressly scoped
The above list is illustrative and does not expand the scope beyond the specific package or written proposal approved by the Client.
Services are limited strictly to the deliverables expressly identified in writing. Any feature, integration, certification, system, automation, revision category, or functionality not expressly included is excluded and requires separate written approval and pricing.
The Service Provider does not provide legal advice, regulatory certification, ADA certification, ongoing monitoring, security guarantees, or third-party platform control.
Completion of the defined deliverables constitutes fulfillment of the Service Provider’s obligations under this Agreement.
- Service Packages & Pricing
A. Essential Website Launch – $750 (One-Time Fee)
Designed for professionals requiring a streamlined web presence.
Includes: • Build or refresh of up to one (1) landing page • Mobile-first layout optimization • Content structuring and call-to-action integration • Contact form setup or booking link integration • One (1) SEO-structured article or content section • Domain connection assistance
Excludes: • Multi-page builds beyond one page • Custom software or application logic • E-commerce systems • Advanced integrations or automation workflows • Ongoing maintenance or post-launch updates • Legal, accessibility, or regulatory certification
B. Professional Website Build – $2,500 (One-Time Fee)
Designed for multi-page professional or business websites.
Includes: • Build or refresh of up to five (5) pages as defined in writing • Accessibility-aligned structural design at time of delivery • SEO best-practice implementation across approved pages • Domain and DNS configuration assistance • Analytics setup (if requested) • Basic post-launch orientation session (up to 60 minutes)
Excludes: • Custom applications or proprietary backend systems • E-commerce functionality beyond basic third-party embeds • Membership systems or gated platforms • Advanced integrations requiring API development • Hosting fees, third-party subscriptions, or licenses • Ongoing updates, monitoring, security maintenance, or compliance audits
C. Ongoing Support (Optional; Separate Agreement Required)
Ongoing services are not included in the above packages.
If requested, ongoing support may be provided under a separate written support or retainer agreement. Such agreement must define scope, response windows, pricing structure, and term length.
Absent a separately executed support agreement, the Service Provider has no continuing obligation after delivery.
D. Custom / Interactive Projects
Projects involving dynamic systems, application logic, advanced integrations, automation, interactive features, or non-standard technical requirements are excluded from fixed packages.
Such projects require a separate written proposal outlining scope, pricing, timeline, and deliverables prior to commencement.
- Project-Based Engagement; No Implied Ongoing Services
This Agreement governs a defined, project-based scope of services as described in the Services & Scope section.
The engagement is limited to the specific deliverables identified in this Agreement. Completion of those deliverables constitutes fulfillment of the Service Provider’s obligations unless a separate written support, maintenance, or retainer agreement is executed by both parties.
Except as expressly stated in this Agreement or in a separately executed written support agreement, no ongoing maintenance, monitoring, compliance verification, accessibility auditing, content updates, SEO or AEO services, hosting management, security monitoring, backups, analytics review, marketing advisory services, or technical support are included.
The parties may enter into a separate ongoing services or support agreement. Any such agreement must be documented in a separate written instrument signed by both parties. No course of dealing, post-launch assistance, courtesy adjustments, or isolated support communications shall create a continuing service obligation, subscription relationship, or implied maintenance agreement.
- Tools, Platforms, and Third-Party Services
A. Use of Third-Party Tools
The Service Provider may use or recommend third-party tools and platforms as part of the workflow, including but not limited to GitHub, Vercel, Cloudflare, domain registrars (such as GoDaddy or Namecheap), hosting providers, DNS providers, Google services (including Google Workspace, Gmail, Google Calendar, Gemini, Google AI Studio, Google Search Console, and Google Analytics), Microsoft services (including Microsoft 365, Outlook, Exchange, and related email infrastructure), OpenAI tools (including ChatGPT and Codex), Firebase (when expressly scoped), Bunny.net (when expressly scoped), payment processors, and AI-assisted code editors such as Cursor.
All such tools and platforms are owned, operated, and governed by third parties and are not owned, operated, or controlled by the Service Provider.
B. No Control Over Third Parties
The Client acknowledges that third-party platforms may change features, pricing, security practices, infrastructure, authentication methods, APIs, data retention policies, service levels, availability, terms of service, or business models at any time.
Outages, downtime, errors, suspensions, account restrictions, policy enforcement actions, data loss, algorithm changes, or service interruptions caused by third parties are outside the Service Provider’s control.
The Service Provider is not responsible for third-party failures, billing disputes, account suspensions, data handling practices, regulatory compliance decisions, infrastructure changes, or business decisions made by third-party providers.
C. Email Configuration & Deliverability
Where email configuration services are expressly included in the approved scope, the Service Provider may assist with initial setup of DNS records, including SPF, DKIM, and DMARC, and may conduct reasonable functional testing at the time of configuration.
The Service Provider does not guarantee inbox placement, deliverability rates, spam filtering outcomes, sender reputation, blacklist status, domain reputation, authentication alignment persistence, or continued acceptance by recipient mail servers.
Email reputation, content filtering, spam classification, recipient server policies, machine-learning filtering models, and sender scoring systems are controlled by third parties and may change without notice.
Ongoing monitoring, deliverability management, warm-up services, blacklist remediation, sender reputation repair, compliance review, or email marketing advisory services are not included unless separately agreed in writing.
D. AI-Assisted Tools
Where AI-assisted tools are used as part of the workflow, the Client acknowledges that such tools function as productivity aids.
The Service Provider does not guarantee originality, non-infringement, uninterrupted availability, factual accuracy, legal sufficiency, regulatory compliance, or absence of bias in AI-generated output.
AI systems may generate content influenced by third-party training data, automated summarization systems, or probabilistic models outside the Service Provider’s control.
Final approval, review, legal compliance verification, and publication decisions remain the Client’s sole responsibility.
E. No Ongoing Management Obligation
The Service Provider’s responsibility is limited to reasonable setup, configuration, and guidance within the expressly agreed scope.
The Service Provider does not provide ongoing administration, monitoring, infrastructure management, cybersecurity oversight, platform auditing, or compliance monitoring of third-party services unless expressly set forth in a separate written agreement.
F. Client Responsibilities for Third-Party Accounts
The Client is solely responsible for maintaining active accounts, payment methods, credentials, multi-factor authentication, subscription renewals, backups, compliance with platform terms of service, and account security for all third-party platforms used in connection with the Services.
Suspension, termination, billing disputes, account lockouts, data deletion, or access restrictions imposed by third-party providers do not constitute breach by the Service Provider.
G. No Uptime or Performance Guarantees
The Service Provider does not guarantee uptime, uninterrupted availability, specific performance levels, infrastructure redundancy, disaster recovery capability, or future feature continuity of any third-party platform.
H. Recommendations Do Not Create Liability
The Service Provider may recommend platforms based on workflow efficiency, security posture, compatibility, or integration convenience. Such recommendations do not constitute warranties, representations of reliability, security guarantees, regulatory assurances, or endorsements of long-term viability.
The Client retains ultimate responsibility for selecting, subscribing to, evaluating, and maintaining any third-party service.
All third-party risks remain subject to the indemnification and limitation of liability provisions of this Agreement.
- AI-Assisted Content Disclaimer
The Service Provider may use artificial intelligence tools to assist with writing, code generation, layout design, image creation, formatting, or other content development as part of the Services.
The Client acknowledges that AI-assisted output may contain inaccuracies, outdated information, unintended phrasing, bias, formatting inconsistencies, security vulnerabilities in generated code, or other unpredictable results.
The Service Provider does not guarantee the factual accuracy, originality, uniqueness, non-infringement, ownership status, legal sufficiency, regulatory compliance, or fitness for any particular purpose of AI-assisted materials.
AI tools are used solely as productivity aids. They are not legal advisors, accessibility auditors, compliance authorities, security professionals, or subject-matter experts.
The Client is solely responsible for reviewing, approving, testing, and validating all content, images, code, structure, and materials prior to publication or deployment, including ensuring accuracy, legality, intellectual property clearance, accessibility compliance, and regulatory compliance.
The Service Provider does not warrant that AI-generated or AI-assisted content is free from third-party claims, training data disputes, copyright challenges, or emerging regulatory interpretations relating to artificial intelligence.
The Service Provider shall not be liable for claims, damages, losses, or outcomes arising from AI-generated or AI-assisted text, images, layouts, code, SEO performance, system behavior, third-party reliance, or subsequent modifications made after delivery.
- Accessibility Alignment and Compliance Disclaimer
The Service Provider may implement accessibility-informed design and structural practices aligned with WCAG 2.1 AA guidelines as interpreted at the time the approved deliverables are completed and provided to the Client.
Accessibility alignment applies solely to the specific pages, templates, and deliverables expressly included in the approved scope of Services. Pages, subdomains, landing pages, archived content, user-generated content, third-party platforms, embedded tools, plugins, future expansions, or functionality not expressly included in the defined scope are excluded.
Accessibility alignment is limited to the code, structure, and static content delivered at handoff. Accessibility may be affected by content edits, media uploads, third-party scripts, platform changes, hosting environments, browser updates, device variations, assistive technology behavior, or changes in applicable law or interpretation.
The Client acknowledges that there is no official governmental certification process guaranteeing that a website is "ADA compliant" or "WCAG compliant," and that compliance standards are subject to evolving regulatory guidance and judicial interpretation.
The Service Provider does not represent, warrant, or guarantee that the website complies with the Americans with Disabilities Act (ADA), any state accessibility law, WCAG standards, or any regulatory or judicial interpretation.
Ongoing accessibility monitoring, automated scanning, manual audits, remediation services, certification letters, expert reports, legal opinions, compliance guarantees, or indemnification are not included unless expressly set forth in a separate written agreement.
The Client retains sole responsibility for ongoing accessibility compliance, content governance, monitoring, remediation, legal review, and risk management following delivery. The Service Provider is not responsible for accessibility regressions, demand letters, investigations, enforcement actions, settlements, or litigation arising after delivery, including those resulting from Client modifications, third-party integrations, hosting changes, or evolving legal standards.
Any accessibility-related claim arising after delivery shall be subject to the indemnification and limitation of liability provisions of this Agreement.
- Domain Transfers & Hosting
The Client is solely responsible for maintaining ownership, registration status, renewal, billing, and account access for all domain names, hosting accounts, DNS services, email infrastructure, and related third-party services.
The Service Provider may provide configuration assistance for domain transfers, DNS updates, hosting setup, SSL configuration, or related technical changes when expressly included in the approved scope of Services. The Service Provider does not assume ownership, custodial responsibility, administrative control, or ongoing management of any domain, hosting, registrar, server, or email account.
Domain ownership remains with the registrant of record at all times. Access credentials provided to the Service Provider are used solely for project configuration purposes.
The Client acknowledges that domain transfers, DNS updates, hosting migrations, SSL issuance, and email routing changes may involve temporary downtime, propagation delays, cache inconsistencies, redirect behavior, email disruption, or service interruptions. Such behavior is inherent to distributed DNS and third-party infrastructure systems and is outside the Service Provider’s control.
The Service Provider does not guarantee uninterrupted availability, zero downtime, data preservation, propagation speed, email continuity, or successful transfer timing. The Service Provider is not responsible for service interruptions, data loss, billing disputes, registrar holds, security locks, policy enforcement actions, or account suspensions imposed by third-party providers.
The Service Provider’s responsibility is limited to reasonable technical implementation within the expressly approved scope. Ongoing monitoring, infrastructure management, uptime guarantees, disaster recovery, backup management, email deliverability management, or infrastructure oversight are not included unless separately agreed in writing.
- Client Responsibilities
A. Cooperation & Information
The Client shall cooperate in a timely, organized, and professional manner and shall provide all information, materials, access credentials, content, approvals, and decisions necessary for the Service Provider to perform the Services.
The Service Provider is entitled to rely on all information, materials, instructions, credentials, representations, and approvals provided by the Client without independent verification.
B. Content & Legal Authority
The Client is solely responsible for: • Providing accurate, complete, and current business information • Confirming ownership of, or legal authorization to use, all text, images, logos, trademarks, videos, fonts, code, data, and other materials supplied • Ensuring that all supplied materials comply with intellectual property, privacy, advertising, accessibility, consumer protection, and applicable regulatory laws • Reviewing and approving all AI-assisted, drafted, reformatted, or structured content prior to publication
The Client represents and warrants that it has full authority to enter into this Agreement and to approve all materials, content, configurations, and instructions provided or authorized under this Agreement.
C. Decision-Making & Feedback
The Client shall designate a single authorized decision-maker for consolidated approvals and feedback.
The Client shall submit feedback in accordance with the revision structure set forth in this Agreement and shall provide consolidated responses within required timeframes.
Failure to provide timely approvals, consolidated feedback, access credentials, or required materials may result in timeline extensions, rescheduling, suspension, or project pause as defined in this Agreement. Such delays do not constitute breach by the Service Provider.
D. Third-Party Accounts & Infrastructure
The Client is solely responsible for maintaining active accounts, payment methods, credentials, multi-factor authentication, subscription renewals, backups, and compliance with terms of service for all third-party platforms used in connection with the Services.
The Client is responsible for backing up all data and materials prior to transfers, migrations, deployments, DNS changes, email configuration, repository access changes, or infrastructure adjustments.
E. Ongoing Compliance & Operations
The Client retains sole responsibility for ongoing legal compliance, accessibility compliance, privacy compliance, advertising compliance, email marketing compliance, data collection practices, SEO strategy, AEO strategy, analytics interpretation, and regulatory monitoring following delivery of the Services.
The Service Provider does not assume responsibility for ongoing monitoring, legal review, regulatory updates, or compliance management unless expressly set forth in a separate written agreement.
F. Post-Delivery Control & Modifications
The Client is responsible for all claims, disputes, liabilities, regulatory issues, penalties, demand letters, investigations, or litigation arising from: • Client-provided content • Client business practices • Post-delivery edits or modifications • Third-party integrations or tools added after delivery • Deployment changes, repository commits, hosting changes, DNS changes, or credential sharing
G. Indemnification Alignment
To the extent permitted by law, the Client agrees to defend, indemnify, and hold harmless the Service Provider as set forth in Section 16 for claims arising out of Client-supplied materials, business practices, representations, instructions, approvals, regulatory obligations, or post-delivery modifications.
- Revisions & Changes
Unless otherwise stated in writing, the Services include two (2) revision rounds following delivery of the initial draft, design, or build phase.
A “revision round” consists of one consolidated set of written feedback submitted by the Client within seven (7) calendar days of delivery. Feedback must be submitted in a single organized document or message. Fragmented, rolling, piecemeal, or supplemental feedback submissions may be treated as a separate revision round.
If feedback is not received within seven (7) calendar days, the deliverable is deemed approved, and the project may proceed to the next phase or be considered complete.
A revision round is limited strictly to refinements of the existing approved direction and does not include structural, strategic, or conceptual redesign.
Included revisions may consist of: • Copy edits, spelling, grammar, or clarity adjustments within existing sections • Limited rewrites that do not alter overall positioning, messaging strategy, or structural layout • Swapping images with Client-provided replacements in the same placement • Minor layout refinements such as spacing, alignment, button sizing, or typography adjustments • Link updates, phone numbers, address changes, or navigation label adjustments • Basic SEO metadata edits (titles, descriptions, headings) on included pages • Minor accessibility refinements such as alt text, labels, or contrast adjustments that do not alter layout intent
The following are not considered revisions and are treated as out-of-scope work:
• Adding new pages, templates, or content sections not previously included in the approved scope • Rewriting brand positioning, messaging direction, or site strategy • Changing the approved layout concept, design direction, or structural hierarchy • Adding new functionality, integrations, or feature sets • Requesting alternate design concepts after initial direction approval • Submitting additional feedback after both revision rounds are exhausted • Restarting or materially changing direction after approval of a prior phase
Out-of-scope requests require written approval and may incur additional fees. Work will not proceed on out-of-scope items until pricing and scope adjustments are confirmed in writing.
The Service Provider retains sole discretion to classify requested changes as included revisions or out-of-scope work based on the definitions in this Agreement.
If the Client fails to provide required materials, approvals, or consolidated feedback within fourteen (14) calendar days at any stage of the project, the project may be placed on pause. During a pause period, the Service Provider is not obligated to reserve scheduling priority, and any restart may be subject to availability and additional fees. If the project remains inactive for thirty (30) calendar days due to Client delay, the project may be deemed closed. Any resumption thereafter may require a new agreement or re-scoping at current rates.
Revision rights expire upon project completion, project closure due to inactivity, or thirty (30) calendar days after initial delivery, whichever occurs first.
- Optional Post-Launch Support
Post-launch services are not included in the project fee. Any ongoing maintenance, monitoring, updates, troubleshooting, infrastructure oversight, compliance review, analytics interpretation, SEO advisory services, or technical assistance require a separately executed written agreement signed by both parties.
Any post-launch assistance must be requested in writing and is subject to availability, scope confirmation, and written fee approval before work begins.
Post-launch work is billed either: • On a per-task basis, as quoted in writing, or • Under a separately executed support or retainer agreement defining scope, rates, and term length
Unless performed under a separately executed support or retainer agreement, all post-launch work requires full prepayment prior to commencement. The Service Provider has no obligation to begin post-launch services until payment is received in cleared funds.
No post-launch work will be performed without written scope confirmation and pricing approval.
The Service Provider does not guarantee response times, availability windows, emergency support, priority scheduling, or turnaround timelines for post-launch requests unless expressly defined in a separate written support agreement.
Rates for post-launch work may vary based on scope, technical complexity, urgency, scheduling impact, or infrastructure risk. Current rates at the time of the request apply.
Provision of isolated assistance does not create a continuing service relationship, subscription, maintenance obligation, or implied retainer arrangement under this Agreement.
Protective Adjustments
From time to time, the Service Provider may identify minor technical, security, accessibility, or performance-related issues that could reasonably expose the Client to risk or degrade site functionality.
At the Service Provider’s discretion, the Service Provider may implement minor protective adjustments without prior Client approval when such changes are low-impact, non-visual, and do not materially alter the site’s content, messaging, functionality, or design intent.
Protective adjustments are provided as a courtesy only and are not guaranteed, ongoing, comprehensive, or exhaustive. Nothing in this section creates an obligation to monitor regulatory changes, security standards, accessibility requirements, or third-party platform updates unless separately contracted in writing.
Protective adjustments do not constitute maintenance, revisions, error recovery, or ongoing support, and do not reset acceptance, warranties, timelines, or approval status under this Agreement.
Any substantive updates, content changes, design modifications, functionality changes, or remediation beyond minor protective adjustments require separate approval and are subject to additional pricing.
Client Changes & Post-Delivery Responsibility
Once the project is delivered and approved: • The Client assumes responsibility for all future changes • This includes edits to content, layout, images, code, accessibility attributes, or SEO settings
The Service Provider is not responsible for: How do you know who breaks a layout? Removes labels, etc.” For instance, can they say…I didn’t do anything but you know they did but can’t show proof? • Broken layouts caused by Client edits • Removed accessibility labels, contrast, or structure • Deleted pages, metadata, or analytics • SEO or performance regressions caused by post-delivery changes
If the Client requests help restoring or modifying the site after delivery, this is treated as new scoped work.
- Error Recovery (Client-Caused Issues)
The Client acknowledges that issues may arise after delivery due to actions outside the Service Provider’s control.
Error recovery refers to diagnosis and repair of problems caused by Client-side actions or third-party changes, including but not limited to: • Client edits to content, layout, code, configuration, or repository files • Deletion or modification of accessibility attributes, metadata, or structural elements • Repository misconfiguration, file removal, branch changes, or version control errors • Deployment changes or configuration changes made within Vercel or similar hosting platforms • Third-party plugin, platform, or service changes • Hosting, DNS, or environment changes made by the Client or third parties
The Service Provider may review GitHub commit history, repository logs, branch history, Vercel deployment logs, and related platform audit records to determine when changes were made, what files were modified, and which account performed the modification. Platform audit records shall be considered authoritative for purposes of identifying the source and timing of changes unless clearly contradicted by documented evidence.
Error recovery is not considered a revision, maintenance, update, or protective adjustment.
Issues caused by Client-side edits, repository commits, deployment actions, credential sharing, third-party changes, or infrastructure modifications are not covered under included services, goodwill adjustments, or optional post-launch support.
If the Client requests assistance with error recovery, such services are billed separately.
Unless otherwise agreed in writing, error recovery requires full prepayment prior to commencement.
• $100 minimum per incident for diagnosis and recovery • Additional time billed at the Service Provider’s then-current hourly rate based on complexity, infrastructure impact, restoration requirements, and scope, as approved in advance • Expedited or emergency requests may be subject to premium rates
Error recovery services are provided only upon Client request and written approval and are billed per incident, not on a recurring or monthly basis. The Service Provider does not guarantee restoration of prior versions, data recovery, or reversal of Client-caused changes unless recoverable from existing backups or version control history.
Nothing in this section creates an obligation for the Service Provider to monitor repositories, hosting platforms, deployments, DNS records, infrastructure changes, or Client activity after delivery. The Service Provider does not assume responsibility for preventing or automatically repairing Client-caused issues.
- SEO, Search Visibility & Analytics Disclaimer
For purposes of this Agreement:
"SEO" (Search Engine Optimization) refers to structural and on-page configuration practices intended to support search engine crawlability, indexing, and general visibility at the time of build.
"AEO" (Answer Engine Optimization) refers to ongoing content strategy, structured data implementation, authority building, semantic optimization, citation strategy, and other practices intended to influence visibility within AI-driven answer engines, large language models, and automated discovery systems.
If expressly included in the approved scope, the Service Provider may implement structural SEO best practices at the time of build, including metadata configuration, heading hierarchy alignment, sitemap submission guidance, robots configuration, internal linking structure, and basic indexing support.
SEO services under this Agreement are limited to implementation at the time of delivery and do not include ongoing optimization, keyword research, backlink campaigns, competitive strategy, content marketing, monitoring, reporting, analytics review, penalty remediation, or performance guarantees unless expressly set forth in a separate written agreement.
The Service Provider does not guarantee: • Search engine rankings • Indexing timelines • Traffic volume • Lead generation • Conversion outcomes • Competitive positioning • Visibility for specific keywords or phrases
Search engines and analytics platforms are owned and operated by third parties. The Service Provider does not control search engine algorithms, indexing decisions, ranking systems, spam classifications, manual actions, or penalty enforcement mechanisms.
The Service Provider is not responsible for visibility changes, traffic fluctuations, penalties, de-indexing, ranking shifts, or performance impacts occurring after delivery, including those resulting from Client edits, third-party tools, hosting changes, or algorithm updates.
SEO implementation under this Agreement constitutes best-practice configuration at the time of delivery only and is not a guarantee of ongoing performance.
AEO (Answer Engine Optimization)
AEO services are not included under this Agreement unless expressly set forth in a separate written agreement.
The Service Provider does not guarantee inclusion, citation, attribution, or favorable positioning within AI-driven answer engines, large language models, knowledge panels, featured snippets, or automated discovery systems.
AEO is an ongoing strategic service requiring continuous monitoring, structured data refinement, content expansion, authority development, and adaptation to evolving platform behavior. Such services, if requested, require a separate package and written agreement defining scope, fees, and term.
The Service Provider may, at its discretion, refer the Client to third-party AEO or AI visibility specialists. The Client acknowledges that such referrals may involve referral compensation or revenue-sharing arrangements. The Service Provider does not control, operate, or assume liability for services provided by third-party partners.
AI Answer Engine & Discovery Disclaimer
The Service Provider may apply general clarity, structure, semantic markup, and metadata practices that are commonly associated with improved discoverability across modern search systems, including AI-assisted answer engines.
The Client acknowledges that AI answer engines, large language models, and automated discovery systems operate independently of traditional search engines and are governed by proprietary models and policies outside the Service Provider’s control.
The Service Provider does not guarantee: • Inclusion in AI-generated responses • Citation, attribution, or source linking • Accuracy of AI-generated summaries • Favorable interpretation of content • Traffic, leads, or visibility resulting from AI systems
AI systems may summarize, omit, reinterpret, rank, suppress, or misattribute content. Platform behavior may change without notice.
The Service Provider does not control, operate, train, or influence AI systems, including but not limited to systems operated by Google, OpenAI, Microsoft, Meta, or other third parties.
Any AI-related discoverability considerations are provided at time of build only and do not constitute ongoing optimization, monitoring, advisory services, or performance assurance.
Client Responsibility for Ongoing Authority & Content
The Client acknowledges that search visibility and AI discoverability depend substantially on ongoing content development, domain authority, backlink acquisition, publishing cadence, competitive landscape, and strategic marketing decisions. Responsibility for ongoing content production, authority development, marketing execution, and business performance rests solely with the Client unless separately contracted in writing.
No Marketing or Business Advisory Relationship
Nothing in this Agreement creates a marketing agency relationship, performance-based advertising obligation, fiduciary duty, revenue-sharing arrangement, or business advisory engagement. The Services are technical implementation services only unless expressly expanded in a separate written agreement.
Analytics & Data Interpretation Limitation
Configuration of analytics tools, search console platforms, or tracking systems does not constitute performance monitoring, data analysis, marketing strategy, or revenue optimization services. Interpretation of analytics data and business decisions based on such data remain the Client’s responsibility unless separately contracted.
Limitation Consistency
All SEO- and AEO-related services are subject to the limitation of liability provisions set forth in this Agreement. No claim arising from search performance, AI discoverability, traffic outcomes, ranking position, or algorithm changes shall exceed the total amount paid under this Agreement.
- Suspension Rights
The Service Provider reserves the right to suspend work, access, or published deliverables under any of the following circumstances:
• Nonpayment of fees when due • Chargebacks, payment disputes, or reversed transactions • Failure to provide required materials, approvals, or access credentials • Breach of this Agreement • Use of the deliverables for unlawful, infringing, deceptive, or prohibited purposes • Conduct that exposes the Service Provider to legal, regulatory, reputational, or security risk
If full payment has not been received, the Service Provider may suspend development work, remove repository access, disable hosting access under accounts controlled by the Service Provider, unpublish websites deployed under Service Provider–managed infrastructure, or otherwise restrict technical access to deliverables until payment is made in full.
Suspension of hosting, deployment, or technical access does not transfer ownership of any domain name registered in the Client’s name. Domain ownership remains with the registrant of record; however, control of hosting files, repositories, deployments, and infrastructure under the Service Provider’s accounts remains with the Service Provider until all outstanding obligations are satisfied.
Suspension under this section does not constitute breach by the Service Provider and does not relieve the Client of payment obligations.
The Service Provider is not responsible for any losses, business interruption, traffic decline, revenue impact, reputational harm, or third-party claims arising from suspension exercised in accordance with this Agreement.
If suspension continues for more than fourteen (14) calendar days due to Client default, the Service Provider may terminate the Agreement and retain all amounts paid to date. Any reinstatement after suspension may require payment of outstanding balances, reinstatement fees, and execution of a new or amended agreement.
Nothing in this section obligates the Service Provider to monitor Client conduct or enforce suspension rights in every instance. Failure to exercise suspension rights in one instance does not waive the right to do so in future instances.
- Payment Terms
A. Payment Due
Unless otherwise agreed in writing, full payment is due prior to commencement of Services. Work is deemed commenced upon initiation of planning, design, content preparation, technical configuration, repository setup, deployment preparation, or domain-related actions.
All fees are earned as work progresses and are non-refundable once work has commenced, including in the event of Client cancellation, delay, abandonment, or termination.
B. Milestones or Partial Payments
If the Service Provider agrees in writing to milestone-based or partial payment terms: • Payments must be made strictly according to the agreed schedule • Failure to pay any installment when due constitutes material breach • The Service Provider may suspend work immediately upon nonpayment • Final deliverables, repository access, deployments, and credentials may be withheld until full payment is received
C. Late Payment
Any amount not paid when due accrues interest at the lesser of 1.5% per month or the maximum rate permitted by law, calculated from the due date until paid in full.
The Client is responsible for all reasonable costs of collection, including administrative time, payment reversal fees, chargeback fees, bank return fees, and reasonable attorneys’ fees incurred in recovering unpaid amounts.
D. Chargebacks & Payment Disputes
Initiation of a chargeback, payment dispute, or transaction reversal constitutes material breach of this Agreement. The Service Provider may immediately suspend services, revoke access, and pursue recovery of the disputed amount plus associated fees.
E. No Setoff
The Client may not withhold, offset, reduce, or delay payment based on any dispute, claim, or dissatisfaction. Payment obligations are independent of performance disputes and must be satisfied in full.
F. Third-Party Fees & Taxes
The Client is solely responsible for all third-party costs, including but not limited to domain registration, hosting, platform subscriptions, plugins, integrations, email services, and infrastructure providers. Such fees are paid directly by the Client unless expressly included in writing.
The Client is responsible for all applicable taxes, transaction fees, wire fees, ACH fees, credit card processing fees, and related payment charges unless otherwise required by law.
G. Release of Deliverables
The Service Provider is not obligated to release files, repositories, credentials, domain configurations, deployments, or transfer materials until all outstanding balances are paid in cleared funds.
H. Courtesy Commencement
If the Service Provider elects, at its discretion, to begin work prior to receipt of payment, such action does not waive or modify any payment obligation under this Agreement.
- Intellectual Property
A. Ownership Upon Full Payment
Upon receipt of full payment of all amounts due under this Agreement, the Client is granted ownership of the final website deliverables specifically created for the Client and expressly identified in the approved scope (the “Final Deliverables”). Final Deliverables consist solely of the compiled and deployable website files provided at project completion.
No ownership rights transfer until all fees, expenses, and amounts due under this Agreement have been paid in full and in cleared funds.
B. Excluded Materials
Ownership applies only to the Final Deliverables in their approved form at time of handoff. The following are expressly excluded from transfer and remain the sole property of the Service Provider:
• Drafts, concepts, mockups, wireframes, and unused designs • Working files, source development environments, staging configurations, and internal documentation • Templates, frameworks, reusable components, snippets, utilities, code libraries, and development tools • Internal methodologies, workflows, structures, naming conventions, deployment systems, and automation processes • Pre-existing materials owned by the Service Provider prior to this Agreement
C. License Back to Service Provider
The Service Provider retains a perpetual, non-exclusive right to reuse general design elements, structural approaches, code patterns, technical techniques, non-client-specific components, and know-how in future projects.
D. Portfolio Rights
Unless otherwise agreed in writing, the Service Provider may display the completed work, screenshots, excerpts, project descriptions, and publicly available versions of the website in portfolios, case studies, marketing materials, presentations, and on the Service Provider’s website.
E. Third-Party & Open-Source Materials
The website may incorporate third-party software, open-source libraries, hosted platforms, APIs, fonts, images, plugins, or other materials subject to separate license terms.
Ownership of such third-party or open-source materials does not transfer to the Client. The Client receives only the rights granted under the applicable third-party license agreements.
The Client is solely responsible for maintaining valid licenses, subscriptions, renewals, and compliance with third-party terms.
F. No Work Made for Hire Representation
The Services provided under this Agreement are independent contractor services. The work is not deemed “work made for hire” unless explicitly stated in writing and only upon full payment. Intellectual property rights transfer only as expressly described in this section.
G. Termination Prior to Payment
If the Agreement is terminated prior to full payment, no ownership rights are granted. All intellectual property rights in work performed up to that point remain exclusively with the Service Provider.
H. No Implied Rights
No intellectual property rights are granted by implication, estoppel, or otherwise beyond those expressly stated in this Agreement.
- Limitation of Liability
A. Exclusion of Certain Damages
To the fullest extent permitted by law, the Service Provider shall not be liable for any indirect, incidental, consequential, special, exemplary, punitive, or enhanced damages of any kind, including but not limited to loss of revenue, loss of profits, loss of business opportunity, loss of data, loss of goodwill, reputational harm, traffic decline, ranking loss, business interruption, cost of substitute services, or diminution in value, even if advised of the possibility of such damages.
B. Specific Risk Categories
Without limiting the foregoing, the Service Provider shall not be liable for:
• Legal or regulatory claims related to accessibility, ADA compliance, WCAG interpretation, or evolving statutory or judicial standards • Search engine performance, indexing decisions, AI visibility, analytics interpretation, rankings, traffic, lead generation, or conversion outcomes • Failures, outages, suspensions, billing disputes, policy changes, or limitations of third-party platforms, hosting providers, domain registrars, email providers, analytics systems, AI systems, or infrastructure services • Errors, omissions, bias, inaccuracies, intellectual property disputes, or training data claims arising from AI-assisted content or code • Issues caused by Client edits, uploads, configuration changes, credential sharing, repository commits, deployment changes, third-party integrations, or post-delivery modifications • Suspension or termination exercised in accordance with this Agreement
C. Liability Cap
In no event shall the Service Provider’s total cumulative aggregate liability arising out of or related to this Agreement exceed the total amount actually paid by the Client to the Service Provider under this Agreement.
The liability cap applies collectively to all claims, causes of action, damages, losses, or theories of recovery, whether arising in contract, tort, negligence, strict liability, statutory claim, or otherwise. Multiple claims shall not expand the cap.
E. Time Limitation on Claims
Any claim arising out of or relating to this Agreement or the Services must be brought within one (1) year after the cause of action accrues. Any claim not filed within this period is permanently barred.
F. Duty to Mitigate
The Client has a duty to take reasonable steps to mitigate any alleged damages. The Service Provider shall not be liable for damages that could have been avoided through reasonable mitigation efforts.
G. No Limitation on Client Payment Obligations
Nothing in this Section limits or reduces the Client’s obligation to pay all fees, expenses, interest, collection costs, chargeback amounts, or other sums owed under this Agreement.
The limitation of liability set forth above applies only to claims against the Service Provider and does not cap, restrict, or otherwise limit the Client’s payment obligations, indemnification obligations, or liability for unpaid amounts, unauthorized chargebacks, or breach of this Agreement.
H. Survival
This limitation of liability survives termination or expiration of this Agreement and applies to all claims arising from or relating to the Services.
- Indemnification
A. Client Indemnification Obligation
The Client shall defend, indemnify, and hold harmless the Service Provider and its owners, employees, contractors, agents, and affiliates from and against any and all claims, demands, actions, investigations, proceedings, damages, liabilities, losses, fines, penalties, settlements, judgments, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
• Content, materials, data, images, text, trademarks, logos, media, or information supplied by the Client • The Client’s use, modification, distribution, or operation of the website after delivery • The Client’s products, services, advertising, representations, or business practices • Alleged infringement, misappropriation, defamation, privacy violations, publicity rights violations, or regulatory violations arising from Client-provided materials • Accessibility-related claims, ADA claims, WCAG interpretation disputes, or regulatory enforcement actions arising from website content, post-delivery modifications, or evolving legal standards • SEO, marketing, analytics usage, data collection practices, cookies, tracking technologies, or third-party integrations implemented at the Client’s request • Violations of consumer protection, advertising, data protection, email marketing, anti-spam, or privacy laws based on the Client’s operations or use of the website • The Client’s breach of this Agreement
B. Regulatory & Compliance Exposure
The Client acknowledges that regulatory standards, accessibility guidelines, privacy laws, advertising rules, AI governance standards, and digital compliance frameworks evolve over time. The Client assumes full responsibility for ongoing legal compliance after delivery of the Services.
The Service Provider shall not be responsible for monitoring changes in law or regulatory guidance after delivery, and the Client shall indemnify the Service Provider for any claim, enforcement action, demand letter, investigation, fine, or lawsuit arising from post-delivery compliance issues.
C. Control of Defense
The Service Provider may assume control of the defense of any claim subject to indemnification, at the Client’s expense. The Client shall cooperate fully in the defense and shall not settle any claim without the Service Provider’s prior written consent if the settlement imposes any obligation or admission upon the Service Provider.
D. No Cap on Indemnification
The Client’s indemnification obligations are independent of, and not subject to, the limitation of liability set forth in Section 15. Indemnification obligations shall survive termination of this Agreement.
E. No Reciprocal Indemnification
The Service Provider does not provide reciprocal indemnification except to the extent expressly required by applicable law.
- Termination
A. Termination Prior to Commencement
Either party may terminate this Agreement prior to commencement of Services by providing written notice. If no Services have been performed, no further obligations shall apply except for provisions that expressly survive termination.
Work is deemed commenced upon initiation of planning, design, content preparation, technical configuration, repository setup, deployment preparation, domain coordination, or similar implementation activity.
B. Client Termination After Commencement
Once Services have commenced, the Client may terminate this Agreement at any time upon written notice.
In such event: • All fees paid are non-refundable • The Client remains responsible for payment for all Services performed, time incurred, and expenses committed up to the effective date of termination • Any completed or partially completed work shall be deemed delivered “as-is” without further obligation • The Service Provider has no obligation to complete unfinished work, provide revisions, or provide additional materials beyond what has been paid for
C. Service Provider Termination
The Service Provider may terminate this Agreement immediately upon written notice if: • The Client fails to make required payments • The Client initiates a chargeback, payment dispute, or transaction reversal • The Client materially breaches this Agreement • The Client fails to provide required information, access, approvals, or cooperation after documented outreach efforts. “Documented outreach efforts” means at least three (3) written communications sent over a minimum period of seven (7) calendar days to the Client’s designated contact email address on file. • The Client engages in unlawful, infringing, deceptive, or high-risk conduct • Continued performance would expose the Service Provider to legal, regulatory, reputational, or security risk • Performance becomes impractical due to third-party restrictions, platform suspensions, infrastructure limitations, or external constraints outside the Service Provider’s control
D. Effect of Termination
Upon termination: • The Service Provider is not obligated to continue work, provide revisions, complete unfinished deliverables, or maintain access • Ownership of deliverables transfers only upon full payment, as described in Section 13 and Section 14 • Drafts, work-in-progress, internal tools, templates, reusable components, frameworks, methodologies, and systems remain the sole property of the Service Provider • If full payment has not been received and final deliverables have not been formally transferred, the Service Provider retains the right to suspend, disable, unpublish, or remove access to any website, hosting environment, staging site, repository, server account, or related deliverable under the Service Provider’s control • Domain ownership remains with the registrant of record; however, control of hosting files, repositories, deployments, and infrastructure under the Service Provider’s accounts remains with the Service Provider until all outstanding obligations are satisfied
E. No Refund Obligation
Termination does not entitle the Client to any refund except where expressly required by law.
F. Survival
Termination does not waive or limit: • Payment obligations incurred prior to termination • Limitation of liability provisions • Intellectual property protections • Disclaimers related to accessibility, SEO, AEO, AI, analytics, third-party services, or infrastructure • Indemnification obligations • Any provisions which by their nature are intended to survive termination
G. No Ongoing Obligation
Nothing in this Agreement creates an obligation for the Service Provider to provide ongoing monitoring, maintenance, updates, hosting continuity, emergency support, or continued availability beyond the Services expressly contracted.
H. Business Transition
If the Service Provider ceases offering website services, restructures its operations, or assigns this Agreement to another entity, the Client shall retain ownership of all fully paid and delivered Final Deliverables. The Service Provider shall have no obligation to continue providing Services beyond the defined scope unless separately agreed in writing.
- Confidentiality
A. Definition of Confidential Information
“Confidential Information” means non-public information disclosed by either party in connection with this Agreement, including but not limited to business plans, strategies, pricing, technical information, credentials, source materials, proprietary processes, customer information, and project-related documentation.
Confidential Information does not include information that: • Is or becomes publicly available without breach of this Agreement • Was lawfully known prior to disclosure • Is independently developed without use of the other party’s Confidential Information • Is lawfully obtained from a third party without restriction
B. Mutual Obligations
Each party agrees to: • Use Confidential Information solely for purposes of performing under this Agreement • Not disclose Confidential Information to third parties except to employees, contractors, or advisors with a need to know • Use reasonable measures to protect Confidential Information from unauthorized access or disclosure
C. Exclusions for Platform Logs & Public Content
Confidentiality does not apply to publicly accessible website content after publication or to platform metadata, log entries, or automated records generated by third-party services unless such information contains non-public business data.
D. Compelled Disclosure
If required by law, subpoena, or governmental order to disclose confidential information, the receiving party shall provide reasonable notice (if legally permitted) to allow the disclosing party to seek protective measures.
E. Survival
Confidentiality obligations survive termination of this Agreement for a period of three (3) years following termination, except with respect to trade secrets, which remain protected as long as they qualify as trade secrets under applicable law.
- Governing Law; Venue; Dispute Resolution
This Agreement is governed by the laws of the State of California, without regard to its conflict of laws principles.
Any dispute, claim, or controversy arising out of or relating to this Agreement or the Services shall first be submitted to good-faith informal resolution between the parties. If unresolved, the parties agree to attempt resolution through non-binding mediation in Los Angeles County, California, prior to filing suit.
If litigation is necessary, any legal action or proceeding shall be brought exclusively in the state or federal courts located in Los Angeles County, California. The parties consent to personal jurisdiction and venue in such courts.
The parties waive any objection to venue or forum on the basis of inconvenience.
The parties knowingly and voluntarily waive the right to a jury trial in any action arising out of or relating to this Agreement.
The parties agree that any claims shall be brought solely in an individual capacity and not as a plaintiff or class member in any purported class, collective, representative, or consolidated proceeding.
- Entire Agreement
This Agreement constitutes the entire agreement between the parties regarding the subject matter herein and supersedes all prior or contemporaneous agreements, discussions, representations, proposals, marketing materials, or understandings, whether written or oral.
- Amendments
This Agreement may be amended or modified only by a written document signed and dated by both parties. Email confirmations, informal messages, or course of performance do not constitute amendment unless expressly stated.
- Severability
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.
- No Waiver
Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision. Waiver must be express and in writing.
- Independent Contractor
The Service Provider is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, employment relationship, fiduciary relationship, or agency relationship.
- Assignment
The Client may not assign or transfer this Agreement without prior written consent of the Service Provider. Any attempted assignment without consent is void.
The Service Provider may assign this Agreement in connection with a business reorganization, merger, asset sale, or corporate restructuring.
- Force Majeure
The Service Provider shall not be liable for delays or failures in performance caused by events beyond reasonable control, including but not limited to acts of God, natural disasters, fire, flood, power outages, internet outages, cyberattacks, third-party service failures, labor disputes, supply chain disruptions, governmental actions, regulatory changes, public health emergencies, or infrastructure failures.
Performance timelines shall be extended for the duration of such events. If a force majeure event continues for more than thirty (30) days, either party may terminate the Agreement without liability other than payment for Services performed prior to termination.
- Electronic Acceptance
This Agreement may be executed electronically. Electronic signatures, digital acknowledgments, click-through acceptance, payment submission, or commencement of Services constitute binding acceptance of this Agreement.
The Client represents that the individual accepting this Agreement has authority to bind the Client.