Website & Digital Services Terms

1. LICENSED WEBSITE MODEL

Company develops, configures, operates, maintains, and licenses websites and related digital technology.

Unless Company expressly agrees otherwise in writing, a Website provided by Company is a licensed digital product and technology service and is not a sale of the underlying Website, software, source code, platform, infrastructure, or Company intellectual property.

Client receives only the limited right to use the Website and Company Technology expressly provided by these Terms and the applicable service documents.

Payment of website creation, setup, development, licensing, maintenance, hosting, or other fees does not transfer ownership of Company Technology.

2. DEFINITIONS

“Website” means the website developed, configured, hosted, operated, maintained, or otherwise provided by Company for Client.

“Company Technology” or “Technology” means Company-owned or controlled software, source code, object code, systems, frameworks, templates, components, databases, automation, integrations, AI systems, dashboards, tools, infrastructure, architecture, design systems, methods, processes, and other technology used to provide or operate the Website or Services.

“Client Content” means content supplied or owned by Client, including Client’s business name, logos, trademarks, photographs, videos, written content, product information, pricing information, and business information.

“Services” means the licensing, hosting, maintenance, support, updates, SEO, automation, dashboard functionality, and other digital services identified in an applicable SOW, Proposal, Order, service package, or Change Order.

3. WEBSITE CREATION

The scope of Website creation and development is established by the applicable SOW.

Depending upon the applicable SOW, Website creation may include design, configuration, domain connection, responsive implementation, content integration, SEO configuration, accessibility-conscious implementation, testing, deployment, dashboard configuration, integrations, or other agreed Services.

Services or functionality not expressly included in the applicable SOW are outside scope and may require a Change Order or additional fee.

Website creation fees compensate Company for development, implementation, and configuration Services identified in the applicable SOW. They do not purchase or transfer ownership of Company Technology.

4. WEBSITE LICENSE

Subject to Client’s continued compliance with the Parties’ agreements and payment of all applicable fees, Company grants Client a limited license to use the Website for Client’s ordinary lawful business operations.

The license is:

• Non-exclusive;
• Limited;
• Non-transferable;
• Non-sublicensable; and
• Conditional upon continued compliance with the MSA, these Terms, and applicable service documents.

Unless Company expressly agrees otherwise in writing, the Website license exists only while Client maintains the applicable active and paid Website licensing and technology service.

No perpetual license is granted.

The license does not include ownership of, or any right to obtain, Company’s source code, frameworks, templates, infrastructure, internal tools, reusable components, or other Company Technology.

5. OWNERSHIP OF COMPANY TECHNOLOGY

Company retains all right, title, and interest in and to Company Technology and related intellectual property, including:

• Source and object code;
• Website frameworks and templates;
• Components and reusable code;
• Libraries and scripts;
• APIs and proprietary integrations;
• Automation systems;
• AI systems, configurations, and prompts;
• Databases and data structures;
• Technical architecture;
• Design systems;
• Internal tools and dashboards;
• Hosting and deployment systems;
• Documentation;
• Trade secrets;
• Know-how;
• Proprietary processes and methodologies; and
• Modifications, improvements, configurations, and derivative technology developed by Company.

Except for Client Content, Client-owned domains, and applicable third-party materials, Client receives no ownership interest in the Website or Company Technology.

6. CLIENT CONTENT

Client retains ownership of Client Content.

Client grants Company a non-exclusive license to host, reproduce, modify, format, transmit, display, process, back up, and otherwise use Client Content as reasonably necessary to develop, operate, maintain, support, and provide the Website and Services.

Client is responsible for maintaining independent copies of Client Content it wishes to retain.

Client’s representations, warranties, and obligations concerning Client Content are otherwise governed by the MSA.

7. DOMAIN OWNERSHIP

Unless expressly agreed otherwise in writing, Client owns and retains control of Client’s domain name.

Company may connect, configure, administer, register, acquire, transfer, or manage a domain or DNS on Client’s behalf where included in the Services.

Company’s access to or management of a Client domain does not transfer ownership of the domain to Company.

Client remains responsible for maintaining accurate registration information and, unless expressly included in the Services, applicable registration and renewal fees.

Upon termination of Website Services, Client retains its domain and may manage, redirect, transfer, or otherwise use the domain independently of Company.

8. COMPANY-ACQUIRED DOMAINS

If Client requests that Company acquire or register a domain on Client’s behalf, the applicable acquisition, registration, transfer, premium-domain, or other domain-related fee will be disclosed before Company completes the applicable purchase where reasonably practicable.

Unless otherwise expressly agreed in writing, a domain acquired by Company specifically for Client will be transferred or registered into Client’s ownership or Client-controlled registrar account as reasonably practicable.

Client’s ownership of a domain is separate from Client’s license to the Website and Company Technology.

Acquisition or transfer of a domain does not transfer ownership of the Website or Company Technology.

Domain availability, registrar requirements, third-party pricing, and transfer restrictions remain subject to the applicable registrar and third-party providers.

9. LICENSING, HOSTING & TECHNOLOGY SERVICE

The Website requires an active Website licensing and technology service unless Company expressly agrees otherwise in writing.

The applicable:

• Recurring fee;
• Billing frequency;
• Service commencement date;
• Included maintenance or support;
• Service level;
• Optional Services; and
• Any applicable minimum commitment

will be stated in the applicable SOW, Proposal, Order, or service package.

The recurring service may include, depending upon the selected service level:

• Website licensing;
• Hosting or infrastructure;
• Base Website security;
• Website monitoring;
• Technology maintenance;
• Technical updates;
• Customer support;
• Minor content updates;
• Domain or DNS management; and
• Other identified Services.

Pricing is determined by the applicable service document and is not established by these Terms.

10. RECURRING BILLING

Where Client authorizes recurring electronic payment, Client authorizes Company and its applicable payment provider to charge the agreed recurring fees according to the billing frequency and terms disclosed in the applicable SOW, Proposal, Order, or service package.

Client is responsible for maintaining current payment information.

Cancellation procedures and any applicable minimum commitment will be stated in the applicable service document or otherwise provided by Company.

Cancellation does not eliminate amounts properly accrued before the effective cancellation date.

Where applicable law imposes additional consent, notice, renewal, billing, or cancellation requirements, such requirements apply notwithstanding these Terms.

11. WEBSITE UPDATES AND SUPPORT

Included updates and support are limited to those identified in the applicable service package.

Unless otherwise specified, “minor updates” are modifications to existing Website content that do not materially change the Website’s design, structure, functionality, integrations, or scope.

New pages, custom development, substantial redesigns, new functionality, advanced integrations, extensive content changes, or other work beyond the applicable service level may constitute additional Services.

Company may require a Change Order or separate purchase before performing additional billable work.

12. OPTIONAL DIGITAL SERVICES

Client may purchase additional Services, including:

• SEO and search-visibility services;
• Enhanced Website updates;
• Marketing automation;
• Email or SMS systems;
• Business automation;
• CRM functionality;
• Client portals and dashboards;
• Online booking;
• E-commerce;
• AI-powered tools;
• Additional integrations; and
• Other digital Services offered by Company.

Optional Services, pricing, scope, usage allowances, and service-specific requirements will be identified in the applicable SOW, Proposal, Order, service package, or Change Order.

13. THIRD-PARTY SERVICES

The Website or Services may rely upon third-party hosting providers, registrars, software, plugins, APIs, fonts, payment processors, AI systems, analytics services, advertising services, communication providers, or other third-party technology.

Third-party services remain subject to their providers’ terms, availability, functionality, pricing, licenses, and policies.

Unless expressly included in Client’s service package, Client is responsible for applicable third-party fees.

Company may reasonably replace or modify third-party technology where necessary because of security, availability, compatibility, functionality, discontinuation, performance, or other legitimate technical reasons.

The third-party-service provisions of the MSA otherwise apply.

14. CLIENT DASHBOARD

Where provided, Company may make a digital dashboard or client portal available to Client.

The dashboard may provide access to project information, documents, service requests, Website requests, Change Requests, communications, billing information, deliverables, and other functionality.

Submission of a request through the dashboard creates a record of the request but does not by itself amend the Parties’ agreement or obligate Company to perform additional paid work.

Company may require a Change Order or other written authorization for work outside Client’s existing service scope.

Company may modify dashboard functionality as its Technology develops.

15. LICENSE RESTRICTIONS

Except as expressly permitted by Company in writing or required by applicable law, Client may not:

1. Sell, sublicense, lease, redistribute, or commercially transfer the Website or Company Technology;
2. Copy or reproduce Company Technology for use outside the licensed Website;
3. Reverse engineer or attempt to obtain proprietary source code;
4. Extract or reproduce proprietary systems, frameworks, components, or technical architecture;
5. Use Company Technology to develop or enable a competing technology product;
6. Circumvent technical or access-control measures protecting Company Technology;
7. Remove proprietary notices where removal is prohibited;
8. Provide unauthorized third parties access to proprietary Company systems;
9. Reuse proprietary programming or Company Technology on another website without Company’s authorization; or
10. Represent that Client owns Company Technology.

These restrictions do not prevent Client from using the Website’s ordinary functionality or Client Content for Client’s legitimate business purposes.

16. SECURITY AND INFRASTRUCTURE

Where Company provides hosting or infrastructure, Company may modify or replace infrastructure when reasonably necessary for security, reliability, maintenance, performance, compatibility, availability, or technology upgrades.

Company will use commercially reasonable security practices appropriate to the Services.

Client remains responsible for protecting Client-controlled credentials and promptly reporting suspected unauthorized access.

The security, privacy, and third-party-service provisions of the MSA otherwise govern.

17. DATA BACKUP AND DISASTER RECOVERY

Each Party is responsible for maintaining independent copies of data, files, records, and content important to its business.

Company may perform routine backups, snapshots, redundancy, disaster-recovery procedures, or similar measures as part of its operations or the applicable Services.

Unless Company expressly guarantees a specific backup or recovery service in writing, Company does not warrant that any particular backup will be available, complete, current, or recoverable.

Client should not rely upon Company’s backup practices as Client’s sole backup of Client Content or business-critical information.

This Section does not require Company to provide Client with copies of Company Technology, proprietary databases, source code, infrastructure, or internal backup systems.

18. NO PERFORMANCE GUARANTEES

Website and digital Services are subject to technological and third-party dependencies.

Except for an express commitment contained in an applicable SOW, Company does not guarantee particular:

• Search rankings;
• Website traffic;
• Leads;
• Sales or revenue;
• Conversion rates;
• Business results;
• Uninterrupted uptime;
• Protection against every cybersecurity threat;
• Compatibility with every device or browser;
• Continued operation of third-party technology; or
• Compliance with every accessibility standard.

The warranty, SEO, accessibility, AI, and limitation-of-liability provisions of the MSA apply.

19. CLIENT RESPONSIBILITIES

Client will:

• Pay applicable fees when due;
• Provide accurate and lawful information and Client Content;
• Provide required access and credentials;
• Review Website content and deliverables;
• Maintain required Client-controlled third-party accounts;
• Maintain secure credentials;
• Provide timely approvals;
• Use the Website lawfully; and
• Reasonably cooperate with Company in providing the Services.

Additional Client responsibilities are established by the MSA and applicable SOW.

20. SUSPENSION

Company may suspend the Website, license, access, or Services as permitted by the MSA, including where reasonably necessary because of:

• Nonpayment;
• Security concerns;
• Unlawful activity;
• Misuse;
• Material breach;
• Legal requirements; or
• Threats to Company, Client, or third-party systems.

Where reasonably practicable, Company will provide notice before suspension.

Suspension does not transfer Company Technology to Client or eliminate payment obligations properly accrued before or during an applicable paid service period.

21. CANCELLATION OF WEBSITE SERVICES

Client may cancel recurring Website Services in accordance with the cancellation procedure and any applicable commitment stated in the applicable SOW, Proposal, Order, service package, or MSA.

Cancellation does not eliminate charges properly accrued before the effective cancellation date.

Because the Website is licensed rather than sold, cancellation or termination of the applicable Website licensing and technology service terminates Client’s license to use the Website.

Upon the effective cancellation or termination date:

1. The Website may be taken offline;
2. Company’s hosting and ongoing Website Services may cease;
3. Client’s license to Company Technology terminates;
4. Client must cease using Company Technology except as otherwise expressly authorized in writing;
5. Client retains ownership and control of Client’s domain;
6. Client retains ownership of Client Content; and
7. Company retains ownership of the Website and Company Technology.

Cancellation of Website Services does not entitle Client to receive Website source code, frameworks, templates, proprietary systems, infrastructure, internal tools, reusable components, or other Company Technology.

22. WEBSITE RETENTION AFTER CANCELLATION

Following cancellation or termination, Company is not required to continue hosting, operating, maintaining, or preserving an operational copy of the Website indefinitely.

After expiration of the Client Content request period stated below, Company may delete, archive, disable, dismantle, or otherwise discontinue the terminated Website and associated operational resources in accordance with Company’s ordinary retention practices, subject to applicable law.

Company may retain archival, backup, compliance, security, accounting, or technical records as permitted by the MSA or applicable law.

Nothing in this Section obligates Company to retain Company Technology or an operational Website for future reinstatement.

23. DOMAIN AFTER CANCELLATION

Cancellation of the Website license does not affect Client’s ownership of its domain.

Where Company manages the domain or DNS on Client’s behalf, Company will reasonably cooperate in returning administrative control of the Client-owned domain to Client, subject to:

• Client’s verification of authority;
• Payment of properly due outstanding domain-related charges;
• Applicable registrar requirements; and
• Reasonable technical and security procedures.

After cancellation, Client may use its domain with another website or provider.

Company is not required to provide Company Technology to facilitate a replacement website.

24. CLIENT CONTENT AFTER CANCELLATION

Upon Client’s written request made within thirty (30) days after termination of the Website Services, Company will use commercially reasonable efforts to provide Client with a copy of reasonably exportable Client Content then maintained by Company, subject to technical feasibility and third-party restrictions.

This provision does not require Company to provide:

• Source code;
• Website templates;
• Company-created frameworks or components;
• Proprietary databases or data structures;
• Company design systems;
• Automation systems;
• Internal tools;
• Proprietary configurations;
• Company documentation;
• Infrastructure; or
• Other Company Technology.

Client remains responsible for maintaining independent copies of its original Client Content.

25. TRANSITION ASSISTANCE

If Client requests technical transition assistance following cancellation, Company may offer such assistance subject to:

• Availability;
• Technical feasibility;
• Applicable third-party requirements;
• Payment of properly due outstanding balances; and
• Applicable transition fees.

Transition assistance does not include transfer or licensing of Company Technology unless Company expressly agrees otherwise in writing.

26. REINSTATEMENT

Following cancellation or termination of Website Services, Client may request reinstatement of the Website.

Reinstatement is not guaranteed and is subject to:

1. Company’s reasonable ability to restore the Website;
2. Availability of the applicable Technology and third-party services;
3. Payment of properly due outstanding balances;
4. Reactivation of the applicable Website licensing and technology service;
5. Payment of any reinstatement, restoration, migration, domain, third-party, or setup fees disclosed by Company before reinstatement; and
6. Any updated technical or security requirements reasonably necessary to restore the Website.

If the Website or associated systems have been deleted, materially changed, become technically obsolete, or are no longer reasonably recoverable, Company is not obligated to reconstruct the prior Website.

Reinstatement does not create a perpetual license or change ownership of Company Technology.

27. CHANGES TO TECHNOLOGY AND SERVICES

Company may update, modify, replace, migrate, or improve its Technology, infrastructure, dashboard, systems, hosting arrangements, integrations, and methods from time to time.

Company may make such changes for reasons including security, performance, compatibility, maintenance, availability, functionality, efficiency, provider changes, technical improvement, or product development.

During an applicable paid service period, Company will not intentionally eliminate the core licensed Website service without providing a commercially reasonable substitute or otherwise addressing the affected Service as appropriate under the Parties’ agreements.

Changes requested by Client remain subject to applicable scope and Change Order procedures.

28. RELATIONSHIP TO THE MSA

These Terms supplement the MSA and govern the Website license and Website-specific Services.

The MSA continues to govern relationship-level matters including:

• Confidentiality;
• Data and privacy;
• Security;
• Warranties and disclaimers;
• Indemnification;
• Limitation of liability;
• Force majeure;
• Payment;
• Dispute resolution;
• Governing law;
• Notices;
• Assignment; and
• Other general contractual matters,

except where these Terms expressly control Website-specific subject matter in accordance with the MSA’s order-of-precedence provisions.

Nothing in these Terms transfers ownership of Company Technology.

29. INCORPORATION AND ACCEPTANCE

These Terms become part of the Parties’ agreement when an applicable SOW, Proposal, Order, or other service document:

1. Identifies or links to these Terms;
2. Identifies the applicable version or effective date;
3. States that these Terms are incorporated into the applicable transaction; and
4. Is accepted by Client through an authorized method of acceptance.

Client’s acceptance of the applicable service document constitutes acceptance of the version of these Terms identified in that service document.

Company should retain a retrievable copy of the applicable version of these Terms associated with each accepted transaction.

30. CHANGES TO THESE TERMS

Company may publish revised versions of these Terms for future transactions.

Unless otherwise agreed by Client or permitted by the Parties’ existing agreements, publication of a revised version does not by itself retroactively replace the version incorporated into an already accepted transaction.

The version identified in the applicable accepted SOW, Proposal, or Order governs that transaction unless later modified in accordance with the Parties’ agreements.

Nothing in this Section prevents Company from making operational, technical, security, or infrastructure changes permitted under these Terms without formally amending the Terms.

31. GOVERNING DOCUMENTS

These Terms operate together with the applicable:

• Master Services Agreement;
• Statement of Work;
• Proposal or Order;
• Change Orders; and
• Other applicable service-specific documents.

Any conflict among those documents will be resolved according to the order-of-precedence provisions of the MSA.