Studio agreement

This Studio Agreement is the contract for purchasing and receiving Studio, Loft, Custom, and extras. It is not the terms for browsing this website. Using this website is governed by the Website terms.

These Terms, together with any Service Initiation Email defined in Section 5.6, are the agreement between Provider and the person or business who buys the Service ("Client"). Onitsoga Digital is the facing brand. The legal entity is Onitsoga Labs, Inc. Provider is an independent contractor, not Client’s employee, partner, or joint venturer.

A wet signature is not required to accept these Terms or a later update. Provider gives notice as stated in Section 1.5. It is Client’s job to review that notice.

1. PARTIES, FORMATION, AND UPDATES

1.1 Who this binds. These Terms bind Client and Provider. Client represents that they are at least 18 (or the age of majority where they live) and that the person who books, pays, or otherwise accepts these Terms has authority to bind Client’s organization. Provider takes one signer.

1.2 How the deal forms. A wet signature is not required. Client’s payment of an invoice, or payment through a link in a Service Initiation Email, is acceptance of these Terms and of any specific prices, extras, or allowances written in that email.

1.3 Order of precedence. If a Service Initiation Email states a specific price, plan adjustment, or allowance, that email controls for that item. Everything else in these Terms still applies, including limits on liability, intellectual property, and what the Service is not.

1.4 Entire agreement. These Terms and the Service Initiation Email are the entire agreement. Marketing pages, decks, and conversations are not a separate contract.

1.5 Updates. Provider may revise these Terms. Provider will post the current version, with a version number and effective date, on Provider’s website, and will send notice of the update by email or the Service Initiation channel Client already uses. A wet signature is not required to accept an update. It is Client’s job to review the notice. For a material change, the notice will state an effective date at least thirty (30) days after the notice is sent. Continued payment or continued use of the Service after that effective date is acceptance of the revised Terms.

2. WHAT WE SELL AND WHAT WE DO NOT SELL

2.1 Expert labor, not software. Client is buying professional services: Provider builds and runs a live website as a service. Client is not buying a software license, a SaaS seat, a server they manage, or a product they take home and keep running on their own. Hosting, licenses, and plugins Provider uses to perform the work are incidental tools. They are bundled in the Service. They are not a separate product line and are not itemized as software sales.

2.2 The live site. The live site stays up while Client is in an active paid term and current on fees. Staying means Provider keeps running the live site. Client does not receive a CMS login to edit the live site. That is not a promise that Client will never be asked to log in anywhere. Provider may still require Client to create or use accounts for AgencyPro, third-party vendors, email, and similar.

2.3 What we do not sell. Provider does not sell ad management, Agency of Record, or media buying. Client pays advertising networks directly. Provider never holds Client’s media budget. Provider may build pixels, pages, and assets so Client can advertise. Provider does not run daily bids. Provider does not write Client’s newsletter letters or blog posts, sit Client’s appointment desk, confirm appointments, handle no-shows, fulfill orders, pack boxes, or act as Client’s IT department, lawyer, or security operations center. Provider does not sell AgencyPro or AgencyPro seats. AgencyPro is described in Section 9.6.

2.4 Plans offered. Provider currently offers Studio plan, Loft plan, and Custom. Free, Concierge, Commerce, Base, Growth, Partner, and Lite are discontinued and are not offered to new Clients. Provider takes one new paid plan at a time, with one signer.

2.5 Taxes. Fees are for professional, custom services. Each site is built for that Client. Fees are exclusive of taxes. These fees are not a software sale or a SaaS seat. Provider collects and remits tax only if legally required. Client is responsible for taxes that apply to Client’s purchases and for taxes on Client’s own business. Client is not responsible for penalties or interest that arise solely because Provider failed to register or collect tax when Provider was legally required to do so. Hosting, licenses, and plugins stay incidental and bundled in the Service. They are not a separate line.

3. STUDIO PLAN

3.1 See it first. Provider builds the Studio plan site and shows Client the finished site before the $2,999.00 USD build fee is due. If Client does not accept the site, Client does not pay the build fee, and the site stays with Provider.

3.2 What Studio includes. Studio includes Client’s name on the web, Client’s available hours of operation, what Client does, how to reach Client, a site that looks right on a phone and at a desk, Client’s own web address, and the live site as a service Provider runs. The Studio plan is not a shop and does not include checkout. Provider does not write Client’s posts, sit Client’s appointment desk, or fulfill Client’s orders.

3.3 Build fee and monthly retainer. After Client accepts the finished site, the build fee is $2,999.00 USD. Then $149.00 USD per month so Provider remains the person Client writes for the site, so the included updates in this section can be made, and so the site stays up. Client does not receive a CMS login to manage the live site. Client may request an included update by ticket, email, text, or call. Accounts Provider may require Client to use are in Section 2.2.

3.4 Live clock. If the site is not live within seven (7) business days after Provider has both of the following, Provider returns the $2,999.00 build fee:

1. Client’s acceptance of the finished site; and
2. the build payment (payment of the $2,999.00 build fee).

The seven business days do not start until Provider has both. This refund is the $2,999.00 build fee only. It is not a refund of monthly fees, extras, or third-party charges. Business days are Monday through Friday, excluding US federal holidays. This Section 3.4 applies only to the Studio plan. It does not apply to the Loft plan.

3.5 Included updates. After launch, the Studio plan includes two (2) updates per calendar month, up to 30 minutes of work each, and one (1) larger update per year, up to two (2) hours of work. An included update is Client’s available hours of operation, a phone number, a photo, a sentence, or (if Client bought the booking calendar extra) a change to the booking calendar. If Client bought the email newsletter and blog extra, publishing Client-supplied newsletter or blog words is an included update only when Client asks Provider to publish them. Client owns that extra and publishes by default. It is not a menu, a new page, or a gallery. Unused updates do not pile up or roll over. There is no bank of leftover time.

3.6 One meter. One inbound request is one included update. A single text, email, ticket, or call may ask for a change to the live site, the booking calendar, or the email newsletter and blog. It still counts as one of the two monthly updates, and it is still capped at 30 minutes of work. Work that is clearly over the cap is bigger work under Section 6.

3.7 Findability. The Studio plan includes a good-faith effort to make the site findable. Provider may use AI tools to assist with titles, structure, or drafts. That effort is part of Studio. It is not a ranking promise and not a separate product.

3.8 Custom. Custom is quoted in the Service Initiation Email. It is for a shop, extra pages, or work the Studio plan or the Loft plan cannot hold. If the site sells, Client runs the orders, the money, refunds, and shipping. There is no published Custom price.

3.9 AgencyPro desk. Every Studio plan includes a client desk Provider operates using AgencyPro. That desk is how Client sends photos, story, change notes, and approvals, and how Provider may send invoices. It is an incidental tool Provider uses to perform the Service. It is not a software license, a SaaS seat, a CMS, or a separate product. Client does not receive AgencyPro as a product they own or take home. Provider may require Client to create or use a login to that desk. That login is for the desk only. It is not a login to edit the live site. Client is bound by AgencyPro’s terms when they use the desk. The HTML handoff in Section 7.4 does not include AgencyPro, AgencyPro admin, or a running copy of the desk.

3A. LOFT PLAN

3A.1 See it first. Provider builds the Loft plan site and shows Client the finished site before the $5,999.00 USD build fee is due. If Client does not accept the site, Client does not pay the build fee, and the site stays with Provider.

3A.2 What Loft includes. Loft includes Client’s name on the web, Client’s available hours of operation, what Client does, how to reach Client, a site that looks right on a phone and at a desk, Client’s own web address, and the live site as a service Provider runs. The Loft plan is not a shop and does not include checkout. Provider does not write Client’s posts, sit Client’s appointment desk, or fulfill Client’s orders.

3A.3 Build fee and monthly retainer. After Client accepts the finished site, the build fee is $5,999.00 USD. Then $49.00 USD per month so Provider remains the person for the live site and so the site stays up. Client does not receive a CMS login to manage the live site. The Loft plan does not include the updates in Section 3.5. After launch, content and change work is bigger work under Section 6.

3A.4 No live-clock refund. Section 3.4 does not apply to the Loft plan. Provider does not return the $5,999.00 Loft plan build fee because the site was not live within seven business days. The Loft plan has no live-clock money-back guarantee.

3A.5 Findability. The Loft plan includes a good-faith effort to make the site findable, on the same terms as Section 3.7. That effort is not a ranking promise and not a separate product.

3A.6 AgencyPro desk. The incidental AgencyPro desk in Section 3.9 is included on the Loft plan on the same terms.

4. OPTIONAL EXTRAS

4.1 When extras start. Optional extras are available after the Studio plan or the Loft plan is live, unless the Service Initiation Email says otherwise. Setup fees below are starting amounts. Provider quotes the extra from that floor in the Service Initiation Email. "Starting at" is not a capped price.

4.2 Booking calendar. Starting at $999.00 USD to set up. There is no monthly fee to Provider for this extra. Provider puts booking on the live site. Client takes the appointments. Client sends hours, what can be booked, and booking-page wording by ticket, email, text, or call. If Client is on the Studio plan, Provider makes those changes as included Studio updates under Section 3.5. If Client is on the Loft plan, those changes are bigger work under Section 6. Provider does not confirm appointments, sit Client’s desk, handle no-shows, or run Client’s appointment book.

4.3 Email newsletter and blog. Starting at $499.00 USD to set up. There is no monthly fee to Provider for this extra. Client owns the email newsletter and blog. Client publishes and manages it. Provider provisions the extra so people can join the list from the live site. Provider does not write the letters or posts. Provider does not publish unless Client asks. If Client asks Provider to publish Client-supplied words, that request is an included Studio update under Section 3.5 when Client is on the Studio plan. If Client is on the Loft plan, that request is bigger work under Section 6. Volume clearly over ordinary business use is subject to Section 9.4.

4.4 Visit counts and reporting. Starting at $749.00 USD to set up, then $49.00 USD per month. Provider provisions a visit-count tool on Client’s live site when Client buys this extra. Provider sets up visit counts Client can see without a separate analytics-vendor login. Each month Provider emails Client a written traffic report for the live site: visits, pages viewed, and where visitors arrived from. That monthly report is the ongoing job of this extra. It is not a strategy call, a ranking promise, or a separate search-optimization product. The Studio plan’s good-faith findability in Section 3.7 is already included. Provider does not guarantee rankings, traffic, or citations. Client may stop this extra on thirty (30) days’ written notice. The setup fee is not refunded. The $49.00 monthly fee stops at the end of that notice period, provided Client’s paid plan remains active for the live site.

4.5 Google or Microsoft workspace. Starting at $999.00 USD to set up. Google or Microsoft, in Client’s name. Client pays that vendor for seats. There is no monthly fee to Provider for this extra.

4.6 Email. Paid plans include no inboxes, forwarding, or managed identities unless Client buys the workspace extra. Pointing Client’s existing paid mailbox at the site may be scoped as a one-time paid change.

4.7 Print and social. Print materials and social-account operations are not included in Studio, Loft, or Custom unless quoted in the Service Initiation Email. If print is quoted, Client must check proofs for typos, layout, and phone numbers before approval; reprints for Client error are at Client’s expense. Colors on a screen may differ from print. If social work is quoted, Provider’s role is technical connection help only. Client drafts and schedules the posts. Client is bound by the vendor’s terms.

5. FEES, TERM, AND PAYMENT

5.1 Twelve-month commitment. The monthly fee for the plan Client bought is a 12-month annual commitment: $149.00 for Studio plan or $49.00 for Loft plan. Client may pay (A) monthly installments of that fee, or (B) the full 12-month service value upfront. The build fee is due when Client accepts the finished site: $2,999.00 USD for Studio plan or $5,999.00 USD for Loft plan, unless the Service Initiation Email says otherwise.

5.2 Renewal. Paid annual commitments renew for another 12 months unless Client gives written notice of non-renewal at least thirty (30) days before the renewal date. At least thirty (30) days before the renewal date, Provider will send Client written notice so Client can cancel before another year bills or before the price goes up. That notice will state the renewal date, that the term renews unless Client gives timely non-renewal notice, and the fee for the new term, including any 5% adjustment. A 5% adjustment does not apply unless that notice was given.

5.3 Late payment. Invoices unpaid after seven (7) days are subject to a late fee of 10% of the outstanding balance. Services suspended for non-payment are subject to a $499.00 USD reactivation fee to restore the Service. That reactivation fee is labor to restore service after a suspension. It is not the Administrative Offboarding Fee in Section 7.4.

5.4 Billing disputes. Client agrees to contact Provider to resolve billing disputes before contacting their bank. If a chargeback is resolved in Provider’s favor, Client pays a $299.00 USD administrative dispute fee plus Provider’s reasonable costs of the dispute, including any bank costs Provider incurred.

5.5 Custom plans. Pricing, commitment, and allowances for Custom are defined in the Service Initiation Email. Unless that email says otherwise, the 12-month commitment applies.

5.6 Service Initiation Email. If Provider sends an email containing a payment link that specifies custom pricing, extras, or allowances (the "Service Initiation Email"), Client’s payment is acceptance of those specific terms. That email will state the TOS version then in force. Dollar amounts for extras that exceed the starting-at floors in Section 4 are quoted in that email. "Starting at" in Section 4 is a floor, not a cap.

6. WORK AFTER LAUNCH

6.1 Client-initiated work. After launch, content and change work is client-initiated, except the monthly visit-counts report in Section 4.4 if Client purchased visit counts and reporting. Provider does not automatically perform content work without a request. Provider may still perform minor, non-disruptive upkeep at Provider’s discretion so the site stays up or meets professional standards.

6.2 Build review is not an update. Client’s review of the finished site before the applicable build fee is due is delivery, not a monthly allowance.

6.3 Bigger work. Bigger work is billed by the hour. The hourly rate is $199.00 USD on the Studio plan and $299.00 USD on the Loft plan. Each job is a one-hour minimum, even if the work takes less than one hour. Time over one hour is billed in 60-minute increments. Bigger work includes a new page, a new section, a rewrite, work clearly over the included Studio allowance in Section 3.5, and, on the Loft plan, all content and change work after launch. Payment is due before Provider begins bigger work. Included Studio updates do not require a separate payment. Provider is not required to give a formal quote for a job billed at the one-hour minimum.

6.4 Queue. Bigger-work requests are processed one at a time after payment. Unused included updates do not form a queue.

6.5 Hours and channels. Timelines refer to business days. Provider aims to acknowledge paid change requests within one (1) business day. That is a goal, not a same-day promise and not a guarantee. Included updates may be requested by ticket, email, text, or call. Tickets and project updates may go through AgencyPro if Provider has given Client an AgencyPro account. Provider may require email for billing, legal notices, and bigger-work quotes.

6.6 After-hours. Work requested outside business hours or demanding immediate execution is billable at $399.00 USD per hour, regardless of plan, with a one-hour minimum even if the work takes less than one hour.

6.7 What one request covers. A single Client message is not always a single change. Provider may break a complex request into its parts (for example: a new mailbox, a signature, and a team-page edit). Research required to fulfill a vague request is billable bigger work.

6.8 Locked scope. Work that is clearly over one hour requires a locked scope. An email in which Provider lists the deliverables is the binding scope. Anything not listed is out of scope.

6.9 Exclusions. Services cover the website. Provider does not support Client’s local hardware or fix bugs in third-party software. Provider designs for current Chrome, Firefox, Safari, and Edge. Provider does not support Internet Explorer or browser versions older than 24 months. Password resets, inbox changes, and similar administrative help are bigger work under Section 6.3, or after-hours work under Section 6.6 if Section 6.6 applies.

6.10 Client’s duty to read. Client must watch the channels they gave Provider (email, text, voicemail). Provider is not liable for delay because Client did not read or reply. Delivery of a notice to those channels is notice.

7. INTELLECTUAL PROPERTY, THE LIVE SITE, AND LEAVING

7.1 Client’s brand. Client owns their name, words, and photos at all times.

7.2 Provider’s work. Provider retains legal title to source code, methods, design systems, automation, tools, and all underlying work product used to run the live site. That source and system are proprietary to Provider. Client is not entitled to source files, repositories, automation, or Provider’s internal methods. Provider uses general design techniques and may use AI tools. Those techniques cannot be exclusively owned. Provider does not guarantee that any design element, logo, or slogan is capable of being trademarked.

7.3 What staying means. While Client is in an active paid term and current on fees, Provider runs the live site. That is the service. Client is not purchasing a copy of the site to keep running on their own.

7.4 Handoff after the term. After the 12-month term is paid in full (or the remaining balance is settled under Section 15.2), and after all other balances are paid, Client may request a handoff upon payment of the Administrative Offboarding Fee of $499.00 USD. For that fee Provider will package and deliver:

• the domain (if Provider was holding or stewarding it for the Service);
• Client’s words and photos; and
• static HTML files of the live pages as they stood at handoff (HTML rips of the live site).

That package is a static copy of the pages. It is not Provider’s source code, not Provider’s running system, and not ongoing hosting or stewardship. Provider does not continue as the person for the site after the Service ends. The $499.00 packaging fee is labor to export that HTML package. It is not the $499.00 reactivation fee in Section 5.3. Leaving costs the packaging fee and the work of that package. Staying is the live site Provider runs.

7.5 What the rip is not. The HTML rip is delivered as-is. It is not a license to Provider’s proprietary source, design system, or tools. Third-party booking, lists, analytics, fonts, AgencyPro, or similar tools may not run in the files. Client may host the static files elsewhere. Provider has no duty to make the rip a live clone of the Service, to make those files run as they did on Provider’s stack, to migrate booking, newsletter, visit counts, workspace, AgencyPro, or third-party accounts, or to provide further assistance unless scoped as a paid project.

7.6 Portfolio. Provider may display Client’s website and logo in Provider’s portfolio and marketing. Paid Clients agree to keep a discreet text link in the website footer (for example, "Designed by Onitsoga Digital") for the duration of the Service. Client is responsible for photo and name releases for people who appear in Client’s materials. Provider does not obtain those releases.

8. CLIENT MATERIALS, CONTENT, AND COMPLIANCE

8.1 Client’s content. Client is solely responsible for what appears on the live site, including content Client supplies and content Client asks Provider to publish. Client must verify that published content is true, accurate, lawful, and appropriate. Client owns the risk in that content. If Provider puts something live at Client’s request, Client owns that content risk. Provider does not fact-check Client-supplied content and is not liable for claims arising from it.

8.2 License to use Client materials. Client grants Provider a limited license to use Client’s name, words, photos, and other materials solely to perform the Service.

8.3 Policies, notices, and law. Client is solely responsible for Client’s own policies, notices, and for complying with laws that apply to Client’s business and Client’s site. That includes, without limitation, privacy notices and consumer, professional, health, and advertising rules that apply to Client. Provider does not determine which of those rules apply and does not provide legal advice. Client is solely responsible for providing Privacy Policies, Terms of Service, and disclaimers for Client’s site. Provider may create placeholder pages. Placeholders are not legal advice.

8.4 Analytics and cookies. If Client purchased visit counts and reporting under Section 4.4, Provider may provision a third-party visit-count tool on Client’s live site. Provider is not the controller of Client’s site. Client must disclose that tool, by name, in Client’s own notices and policies. Provider does not audit those notices. Provider acts only as a technical implementer.

8.5 Trademarks. Client uses names, slogans, logos, and designs at Client’s own risk. Provider does not perform trademark or copyright clearance.

8.6 Coincidental similarity. Design elements and AI-assisted work may coincidentally resemble third-party materials. Provider is not liable for such resemblance.

8.7 What Provider does not review. Provider builds and maintains the live site as described in these Terms. Provider does not perform legal review of Client’s site or business. Provider does not audit, certify, or warrant accessibility of the live site, including under the ADA, WCAG, or any other accessibility standard. Client may hire a third party to audit or certify accessibility. Provider does not audit Client’s content, forms, booking calendar, lists, or similar for accidental disclosure of Client’s customer or client data. Provider does not certify GDPR, CCPA, HIPAA, ADA, WCAG, or any other compliance standard. Provider is not Client’s lawyer, privacy officer, or accessibility consultant unless that role is separately quoted in writing.

8.8 Client’s customer data. Client is the controller of data Client collects through the live site, including through forms, booking, and lists. Client is responsible for what they collect, how long they keep it, the notices they give, and for reviewing whether that data has been disclosed by accident through content or forms they asked Provider to publish. Client must not send passwords, unredacted customer files, or other secrets in tickets, email, or texts. To the extent Provider handles personal data for Client’s site, it does so as a technical processor at Client’s instruction. Client must consult their own counsel. Provider’s care of systems Provider runs is stated in Section 9.8 and is not excused by this Section 8.

8.9 Periodic audits and monitoring. Periodic audits of the live site’s content, of accessibility, and of the security and privacy of data Client collects are Client’s responsibility. Client is responsible for reviewing the live site and telling Provider if something is wrong. Those Client audits do not replace Provider’s duty of reasonable care of systems Provider runs under Section 9.8.

8.10 Health information. Provider is not a HIPAA covered entity. Provider is not a business associate unless Provider and Client have signed a Business Associate Agreement in writing. Client must make sure protected health information never reaches Provider. Client must not send clinical notes, diagnoses, treatment information, or other patient records by ticket, email, text, or the live site’s ordinary forms if those submissions come to Provider. Client is responsible for configuring forms and booking so Provider does not receive that information. Provider does not police Client’s whole practice. If Client needs a HIPAA setup, that is a separate written agreement. It is not part of the Studio plan. Displaying a healthcare practice in Provider’s portfolio does not make Provider a covered entity.

8.11 Portals, intake, and bill-pay. Client must not put a patient or client portal, intake, bill-pay, or other collection of protected health information on the live site, or in visit-count or similar trackers on those URLs, without a separate written Business Associate Agreement with Provider. If Client adds those features itself, or asks a third party to add them, that is Client’s configuration and Client’s compliance. Provider does not audit the live site for new portals, intake, or bill-pay.

9. HOSTING, VENDORS, AND THIRD PARTIES

9.1 Hosting. Hosting is incidental to the professional service so the live site stays up. It is bundled in the Studio plan and the Loft plan. It is not sold as a separate hosting product or line item. Client is not buying a server they manage. Provider may use third-party vendors.

9.2 Limited agency. Client grants Provider limited authority to set up and manage vendor accounts, domain registrars, and licenses needed to perform the Service. Client is bound by those vendors’ terms. Creating or using such an account is Client’s acceptance of that vendor’s terms. It is Client’s job to read them.

9.3 Subcontractors. Provider may subcontract. Provider remains responsible for its direct subcontractors. Client has no right to object to Provider’s tools or personnel.

9.4 Fair use. Bandwidth is for ordinary business traffic. If a viral event, bot traffic, or attack threatens stability, Provider may throttle the site or pass through costs. If Client’s needs exceed ordinary use or a vendor’s limits, Provider may decline the request or implement it subject to a customization surcharge and pass-through costs.

9.5 Vendors can change. Provider is not liable if a third-party vendor dies, changes its rules, or drops a feature, including AgencyPro. Provider has no obligation to procure a replacement. Work to restore access or work around a vendor change is a new billable project. Provider is not liable for outages, lost data, or features a vendor removes.

9.6 AgencyPro. The AgencyPro desk in Section 3.9 is a vendor account Provider uses to perform the Service. Client’s use of that desk is acceptance of AgencyPro’s terms. Provider may replace AgencyPro with another desk that does the same job. A replacement is still an incidental tool, not a product Client owns.

9.7 No backup service. Provider may keep internal copies of prior versions for its own use. That is not a backup product for Client.

9.8 Security. Provider uses ordinary professional practices (a secure connection, strong passwords, routine upkeep) and owes a duty of reasonable care of systems Provider runs. Nothing in this Agreement waives that duty. Provider does not guarantee invulnerability and is not a security operations center. Configuration help (for example, turning on two-factor authentication) is not monitoring. Client is responsible for their passwords, staff, devices, and for spotting phishing. Provider is not liable for social-engineering of Client’s people, zero-day exploits, or attacks on third-party vendors. If Client receives portal or ticketing credentials, Client must keep them confidential and tell Provider of unauthorized use.

10. ACCEPTABLE USE

Client will not use the Service to publish illegal content, malware, or content that infringes someone else’s rights, or to attack other systems. Provider may suspend or terminate the Service immediately for abuse, harassment of Provider’s staff, or a reasonable belief that continued service would be unlawful. Client must not attempt to access Provider’s source, systems, or other clients’ sites.

11. CONFIDENTIALITY

Provider will not sell Client’s proprietary business information or disclose it except as needed to perform the Service or as required by law. Client will treat any non-public Provider methods, pricing, and systems as confidential. Portfolio use under Section 7.6 is allowed.

Non-disparagement. Neither party will make false statements of fact about the other. This Section does not restrict lawful reviews posted on Google, the Better Business Bureau, or similar public review forums, or truthful statements required by law.

12. WARRANTIES AND DISCLAIMERS

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. PROVIDER DOES NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

Provider does not guarantee search rankings, traffic, citations, sales, or advertising results. Search engines and AI engines use opaque algorithms. Provider’s findability work and visit-counts reporting are commercial best efforts only.

13. LIMITATION OF LIABILITY

13.1 Cap. Provider’s total liability shall not exceed the service fees actually paid in the six (6) months before the claim. For this Section, "service fees" means the monthly fees of the applicable plan ($149.00 Studio or $49.00 Loft) actually paid in that window, plus any extra monthly fees actually paid in that window. It does not include the build fee or extra setup fees.

13.2 Indirect and consequential damages. To the maximum extent permitted by law, Provider is not liable for indirect, incidental, special, consequential, punitive, or exemplary damages, or for lost profits, lost revenue, lost data, loss of goodwill, business interruption, or the cost of substitute services, whether in contract, tort (including negligence), or otherwise, even if Provider was advised of the possibility of such damages. This Section 13.2 applies independently of the cap in Section 13.1.

13.3 Third-party and force events. Provider is not liable for outages caused by third-party platforms, acts of God, or internet backbone failures.

13.4 Data after the Service ends. Upon termination or non-payment, Provider will retain data for a 15-day grace period. After 15 days, remaining data may be permanently deleted, except for copies Provider must keep for law, tax, or defense.

14. INDEMNIFICATION

Client agrees to indemnify, defend, and hold Provider harmless from claims, lawsuits, and damages arising from Client’s content, business practices, lack of privacy disclosures, trademark or copyright issues, or violation of law, including matters allocated to Client under Section 8.

15. CANCELLATION, ACCELERATION, AND TERMINATION

15.1 Term. The 12-month commitment for the plan Client bought is in Section 5.1.

15.2 Early exit and acceleration. If Client cancels before the 12-month commitment is complete, the remaining unpaid monthly fees for that committed 12-month term become immediately due. That is the unpaid remainder of monthly fees Client already committed to pay for Studio plan or Loft plan. It does not add the build fee a second time if that fee was already paid. Provider may, at its sole discretion, offer a reduced buyout (for example, 50% of remaining unpaid monthly fees). Provider is not required to offer a buyout.

15.3 Client termination for cause. Client may terminate if Provider fails to deliver the Service for thirty (30) days after written notice. Remaining unpaid monthly fees for months after that termination are not due.

15.4 Provider termination. Provider may terminate for any reason by giving thirty (30) days’ written notice. If Provider terminates under that thirty-day notice without Client cause, Client is not obligated to pay remaining monthly fees for months after the termination date, and unused prepaid monthly fees for those months are refunded on a pro-rata basis. The build fee and extra setup fees already earned are not refunded under this sentence. Provider may terminate immediately, without notice, if Client is abusive, threatening, or harassing toward Provider’s staff, or under Section 10. Immediate termination for those Client-cause reasons may accelerate remaining unpaid monthly fees under Section 15.2.

15.5 Effect of termination. Upon termination and payment of the $499.00 Administrative Offboarding Fee, Provider’s obligation is the handoff in Section 7.4. During the 15-day grace period, Client may also retrieve owned content (text, images, media) as-is. Provider has no obligation to provide source files, design files, Provider’s running system, or further assistance unless scoped as a paid project.

15.6 Dormancy before launch. If Client fails to provide needed assets, feedback, or approvals for ten (10) business days, Provider may place the project on hold. Resuming an on-hold project requires a $149.00 USD re-engagement fee. If the project stays dormant for thirty (30) days, Provider may treat it as abandoned and terminate. If Client has not accepted the finished site, the applicable build fee is not due, and monthly fees are not due unless Client already began paying them. If the 12-month term has already started, remaining unpaid monthly fees become due under Section 15.2.

15.7 Review window. Client has three (3) business days to review a deliverable after launch (for example, an extra or a bigger-work result). If Client does not reject or give specific written feedback in that window, that later deliverable is deemed accepted. The see-it-first review in Section 3.1 (Studio plan) or Section 3A.1 (Loft plan) is different: the applicable build fee is not due unless Client accepts the finished site. Silence during that first review is not acceptance of the build fee.

16. GOVERNING LAW

16.1 Law and venue. This Agreement is governed by the laws of the State of New York. Venue for disputes is Rockland County, New York.

16.2 Arbitration and class waiver. Any dispute arising under this Agreement shall be resolved exclusively through binding arbitration under the rules of the American Arbitration Association, in Rockland County, New York. Proceedings will be only on an individual basis, not as a class, consolidated, or representative action. Client waives a jury trial. Provider also points to this Section on the booking page at /booking.

17. MISCELLANEOUS

17.1 Independent contractor. Provider is an independent contractor. This Agreement does not create a partnership, joint venture, or employment relationship. Client does not withhold taxes or provide benefits to Provider.

17.2 Non-exclusivity. Provider serves other clients, including possible competitors of Client, and will preserve Client’s confidential information.

17.3 Assignment. Client may not assign this Agreement without Provider’s prior written consent. An attempted assignment in violation of this section is void. Provider may assign to a successor in a merger or acquisition.

17.4 Severability. If a provision is unenforceable, the rest remains in force.

17.5 Survival. Payment obligations, intellectual property, confidentiality, limitation of liability, indemnification, and non-disparagement survive termination.

17.6 Force majeure. Provider is not liable for delay or failure caused by events beyond its reasonable control, including third-party platform failures.

17.7 AI. Provider may use AI tools. Portions of copy or deliverables may be AI-assisted and reviewed by Provider.

17.8 Contact for notices. Legal notices to Provider go to the contact methods listed on Provider’s website. Notices to Client go to the email, phone, or other channel Client designated.

17.9 Texts. Provider may send texts about scheduling, the live site, and related offers only to numbers a person gives when they book or otherwise opt in. Provider does not text imported or purchased lists. Reply STOP, or email Provider, to opt out. Client is responsible for the accuracy of numbers they give Provider and for having authority to give those numbers.