Legal
Master Services Agreement
This Master Services Agreement (the "Agreement") governs Sites services for the customer identified in the applicable Order Form, online order, or accepted customer order record.
1. Parties
1.1 Provider. The provider under this Agreement is Sites, the Sites legal entity identified in the Order Form.
1.2 Customer. The customer is the business entity or business owner identified in the Order Form.
1.3 Business capacity. Customer enters this Agreement for business purposes only. Customer is not entering this Agreement for personal, family, household, or consumer use.
1.4 Authority. The individual accepting or signing this Agreement for Customer represents that they have authority to bind Customer to this Agreement and the related transaction documents.
1.5 Authorized representative. The individual signing for Sites must be authorized to bind Sites.
2. Defined Terms
2.1 Agreement. "Agreement" means the contract stack identified in Section 3, including the Order Form, this Master Services Agreement, and all incorporated appendices.
2.2 Customer Materials. "Customer Materials" means Customer-provided content, copy, images, videos, logos, trademarks, brand assets, menus, pricing, service descriptions, business information, account access, data, and other materials supplied by Customer or on Customer's behalf.
2.3 Sites Assets. "Sites Assets" means Sites' reusable templates, components, workflows, systems, design patterns, methods, generic materials, reusable tools, and non-customer-specific materials.
2.4 Launch. "Launch" has the meaning in Section 10.1.
2.5 Move-in Complete. "Move-in Complete" has the meaning in Section 10.5.
2.6 Managed Time and Growth Time. "Managed Time" and "Growth Time" have the meanings in Sections 6.3 and 6.4 and the Scope Appendix.
3. Agreement Documents And Order Of Precedence
3.1 Agreement documents. The Agreement includes:
the signed Order Form;
this Master Services Agreement;
the Subscription / Payment Terms;
the Payment Authorization;
the Scope Appendix;
the Migration Appendix;
the Ownership Transfer Terms;
the Default / Nonpayment Terms;
signed add-on, upgrade, downgrade, renewal, amendment, or Exception Path scopes;
policies, notices, Help Center materials, dashboard notices, onboarding notices, and checkout notices only to the extent they are expressly incorporated or used as operational explanations.
3.2 Order of precedence. If the documents conflict, they control in this order:
Signed amendment or signed Exception Path scope, but only for the subject matter it covers.
Order Form.
Subscription / Payment Terms and Payment Authorization for payment matters.
Scope Appendix for service scope matters.
Migration Appendix for migration matters.
Ownership Transfer Terms for transfer and handoff matters.
Default / Nonpayment Terms for default and nonpayment matters.
This Master Services Agreement.
Policies, Help Center, dashboard, checkout, onboarding, sales, pricing, and marketing materials.
3.3 Explanatory materials. Help Center, dashboard, checkout, onboarding, sales, pricing, proposal, marketing, email, and support materials are explanatory only. They do not expand the signed service scope, payment obligations, ownership transfer rights, remedies, warranties, or liability allocation unless a signed written amendment expressly says they do.
3.4 No oral modifications. Sales calls, support chats, email summaries, estimates, or informal messages do not modify this Agreement unless they are included in a signed Order Form, signed amendment, or approved Exception Path scope.
3.5 Economics consistency. The Order Form, Subscription / Payment Terms, Payment Authorization, checkout/payment flow, onboarding flow, dashboard billing records, Help Center billing materials, and Default / Nonpayment Terms must be consistent on term length, first-month-at-signup treatment, setup-fee treatment, recurring billing start, payment authorization, cancellation path, refund/credit treatment, failed-payment handling, tax treatment, and ownership-transfer conditions. Operational messages may explain these economics, but may not create different economics, softer payment promises, broader cancellation rights, broader transfer rights, or additional charges not supported by the signed transaction documents.
3.6 Issue-specific precedence. For payment authorization, the Payment Authorization controls the categories of charges Customer authorizes. For economic terms, the Order Form and Subscription / Payment Terms control. For default, cure, suspension, and transfer withholding, the Default / Nonpayment Terms and Ownership Transfer Terms control. For service scope, the Scope Appendix, Migration Appendix, and signed scopes control. No Help Center article, dashboard message, checkout label, invoice description, support message, sales email, or marketing page may expand payment obligations, remedies, transfer conditions, or service scope beyond the controlling signed documents.
4. Customer Eligibility And Launch Scope
4.1 Business use. Sites is offered to business customers using the services for business purposes.
4.2 Business information. Customer must provide accurate business identity, legal name, DBA if any, owner/contact information, signer authority information, industry, service area, billing information, business address, service-received location where different, customer state, and other intake information requested by Sites.
4.3 Location and tax records. For location-sensitive, tax-sensitive, regulatory, payment, subscription, privacy, accessibility, or operational review, Customer must provide address-level information requested by Sites, including billing address, business address, service location, launch destination, customer-location source, validation status, and updated address information when it changes. State-only or ZIP-only information may be insufficient for tax, customer-location gating, or launch-readiness review.
4.4 Excluded uses. Sites does not support the following categories:
adult content;
gambling;
crypto or investment offers;
high-risk legal or medical claims;
marketplaces or custom apps;
HIPAA-sensitive workflows;
customers requiring SEO ranking, traffic, indexing, or search-outcome promises;
tobacco shops;
alcohol industry businesses;
other uses Sites reasonably classifies as unsupported, high-risk, unlawful, misleading, or outside launch scope.
4.5 Regulated or sensitive categories. Health, wellness, medspa, dental, medical, legal, accounting, financial, real estate, and other regulated or sensitive customers require intake screening. Sites may reject, pause, condition, narrow, or separately scope the engagement if the requested work creates claim, licensing, privacy, professional-responsibility, advertising, accessibility, or platform risk.
4.6 Customer-location gating. Sites may request customer-location information and may decline, defer, or condition service where state, local, regulatory, taxability, nexus, registration, tax-engine readiness, payment, subscription, privacy, accessibility, foreign qualification, or operational review indicates that service should not proceed under the standard launch model.
5. Services Framework
5.1 Managed website service. Sites provides managed website services as described in the Order Form and Scope Appendix. Services may include strategy intake, website build, design implementation, content placement, Framer build or platform build, publishing coordination, migration support, Managed Time, Growth Time, reporting, support, add-ons, and approved out-of-scope work.
5.2 Included build model. The website build is included as part of the managed service plan and term commitment. The contract architecture is organized around a managed-service relationship with an included build, not a standalone website-purchase arrangement, unless the parties agree to a different structure in writing.
5.3 No standalone transfer promise. Customer does not receive immediate ownership or unrestricted control of the website build at signup, during onboarding, before launch, or before satisfying the transfer conditions in the Ownership Transfer Terms.
5.4 Plan-based scope. Services are limited by the selected plan, Scope Appendix, Migration Appendix, Order Form, support level, time allowances, add-ons, and approved Exception Path scope.
5.5 Service standards. Sites will use commercially reasonable service processes, project management, communication, and service records to perform the services within the agreed scope. This is not a promise of any legal, tax, SEO, revenue, accessibility, security, privacy, search, platform, or marketing outcome.
5.6 No excluded professional services. Unless expressly agreed in a signed scope, Sites does not provide legal advice, tax advice, accounting advice, investment advice, medical advice, regulated professional services, paid advertising management, custom software development, HIPAA workflows, complex custom app development, or content that requires professional licensing judgment.
6. Plans, Scope, Managed Time, And Growth Time
6.1 Plans. The plan selected by Customer is identified in the Order Form.
6.2 Scope Appendix controls details. Plan inclusions, page allowances, integration allowances, support expectations, reporting expectations, Managed Time, Growth Time, migration allowances, and exclusions are described in the Scope Appendix.
6.3 Managed Time. Managed Time covers regular monthly changes and refinements to the existing live website within the selected plan allowance. Examples may include text edits, image swaps, menu/service/pricing updates, CTA/link changes, form edits, small layout tweaks, and support fixes, subject to plan scope and classification.
6.4 Growth Time. Growth Time covers new pages, new sections, template-based expansions, service/location pages, FAQs, team bios, galleries, integrations, structured improvements, and similar growth work within the selected plan allowance.
6.5 Separate buckets. Managed Time and Growth Time are separate buckets. They do not convert into each other, roll over, cash out, reduce fees, or create credits unless a signed scope says otherwise.
6.6 Scope classification. Sites may classify requested work as Managed Time, Growth Time, Migration, add-on work, Exception Path work, unsupported work, or deferred work. Sites will maintain classification records for disputed or borderline work.
6.7 Bounded work. The services do not include open-ended revisions, pages, redesigns, support, migration, integrations, SEO, content, requests, turnaround, meetings, strategy, copywriting, custom development, or consulting beyond the selected plan and signed scope.
7. Add-Ons, Extra Work, And Exception Path
7.1 Add-ons. Customer may request add-ons, extra hours, upgrades, Migration Expansion, Local SEO Growth, menu management, booking/scheduling management, review monitoring and response support, email/SMS marketing, content writing, photography/video, brand identity work, custom applications/workflows, Complex Migration, or other separately scoped work.
7.2 Approval required. Sites is not required to perform out-of-scope, add-on, extra-hour, or Exception Path work until the scope, price, classification, timing, and approval record are documented.
7.3 Add-on classification records. Each add-on, extra-hour item, Migration Expansion, Complex Migration, custom workflow, content item, review-monitoring item, booking/scheduling item, email/SMS item, SEO-related process item, photography/video item, brand item, or Exception Path scope must be recorded with the scope, price, approval method, service period or delivery milestone, operational category, tax/revenue classification where applicable, payment-platform product or price code where applicable, and invoice linkage.
7.4 No implied waiver. If Sites performs small courtesy work, urgent work, or temporary accommodation, that does not waive scope limits, pricing rights, approval requirements, payment obligations, or future classification rights.
7.5 Unsupported requests. Sites may reject requests that are unlawful, misleading, technically impractical, unsupported by the platform, unsupported by available access, beyond plan scope, dependent on third-party approval, or inconsistent with Sites' claim, privacy, security, accessibility, migration, or professional-risk rules.
8. Customer Responsibilities
8.1 Content and information. Customer is responsible for providing accurate business information, services, prices, menus, hours, locations, contact information, brand assets, images, copy, approvals, domain/DNS access, current website access, platform access, and other required materials.
8.2 Accuracy and legality. Customer is responsible for the accuracy, ownership, permissions, legality, and approval of customer-provided content, media, marks, logos, business claims, service descriptions, pricing, regulated statements, testimonials, reviews, photos, and data.
8.3 Access and credentials. Customer must provide required access in a timely way. Sites may request domain/DNS, current CMS, hosting, analytics, Search Console, Google Business Profile, booking tools, CRM, forms, menu tools, ordering tools, email tools, payment tools, or other access needed for the services.
8.4 Secure access method. Customer must use collaborator access, OAuth access, role-based access, delegated access, or least-privilege access instead of raw passwords when the relevant platform supports those methods. If raw credentials are unavoidable, Sites' credential-handling process applies.
8.5 Approvals. Customer must review and respond to requests for direction, feedback, approval, content, access, and launch decisions within the response window described in the Order Form, Scope Appendix, dashboard, or project workflow.
8.6 Customer delay. Customer-side delay pauses or extends affected timelines, target launch dates, support commitments, service levels, migration work, Move-in Complete targets, and other dependent obligations.
8.7 No customer-side circumvention. Customer may not interfere with Sites' platform configuration, remove Sites' access during the active term, bypass payment obligations, copy reusable Sites systems, access Sites workflows, or use transferred access to avoid account-standing or transfer conditions.
9. Project Workflow, Approvals, And Timeline
9.1 Project phases. A typical project may include intake, kickoff, content/access collection, site direction, build, review, revisions, migration planning, pre-launch approval, launch, Move-in Complete, and ongoing managed service.
9.2 Timeline dependencies. Timelines depend on selected plan, customer responsiveness, content readiness, access readiness, migration complexity, third-party platforms, DNS/domain status, integration complexity, and approved scope.
9.3 Estimated launch windows. Any launch windows in pricing, proposal, Order Form, dashboard, or sales materials are target windows, not guarantees, unless a signed document expressly says otherwise.
9.4 Approval gates. Sites may require approval of site direction, core content, design direction, integration scope, migration plan, redirect plan, DNS/domain readiness, pre-launch site, launch approval, and post-launch migration/settling work.
9.5 Late-stage changes. Changes requested after approval of direction, content, structure, migration plan, integration setup, or launch readiness may be reclassified as Managed Time, Growth Time, add-on work, Exception Path work, deferred work, or unsupported work.
9.6 Deemed pause. If Customer does not provide required input, content, access, or approval within five business days after Sites requests it, or within two business days for urgent launch, DNS, payment, security, or access issues, Sites may place the project in a paused or delayed status until Customer responds. The Order Form or project workflow may set a different response window for a specific request.
9.7 Abandoned project handling. If Customer becomes unresponsive, fails to provide required inputs, or delays launch for an extended period, Sites may pause work, preserve records, send follow-up notices, classify the account under the Default / Nonpayment Terms if payment issues also exist, and apply the payment and cancellation treatment described in the Subscription / Payment Terms.
9.8 Customer responsibility consequence records. When a customer-side action or omission affects timeline, scope, launch, migration, support, billing, default, ownership transfer, tax treatment, or records, Sites will record the request made to Customer, the due date, the response or non-response, affected obligations, operational consequence, and whether the item is a blocker, non-blocker, deferred item, add-on, unsupported item, or Exception Path item.
10. Launch, Migration, And Move-In Complete
10.1 Launch. Launch means the Sites-built website is published or made live on the customer domain or other approved launch destination, the core launch scope is complete, required approvals are received or recorded, and the site is ready for public use under the approved launch scope.
10.2 Launch approval. Customer approval may be recorded through signed approval, dashboard approval, email approval, project-management approval, payment/launch workflow confirmation, or another approval record accepted by Sites.
10.3 Migration. Migration services are governed by the Migration Appendix. Core Migration, Migration Expansion, Migration Plan, and Complex Migration are separate categories.
10.4 Migration process, not outcome. Migration services may include page review, page mapping, content carryover, rebuilding or consolidating priority pages, redirects where appropriate, domain continuity support, analytics/Search Console coordination, and technical SEO foundations. Sites does not promise rankings, traffic, indexing, search result preservation, disruption-free migration, identical page reproduction, or SEO outcomes.
10.5 Move-in Complete. Move-in Complete is a post-launch migration/settling status for remaining in-scope migration cleanup or deferred migration items that do not need to block Launch. Move-in Complete does not delay Launch, recurring billing, or the term-start position if the Launch conditions have been satisfied, but remaining migration obligations, deferred items, and settling work must be recorded so payment, tax/accounting, scope, and support treatment can be reviewed separately.
10.6 Customer migration responsibilities. Customer must provide current site access, content decisions, page priorities, domain/DNS access, redirect decisions where needed, analytics/Search Console access where applicable, and review/approval of migration decisions.
10.7 Launch evidence packet. Sites will maintain a launch evidence packet that records launch destination, pre-launch approval, launch approval method, launch date/time, domain/DNS status, published URL, required access status, core launch scope, known deferred items, remaining migration/settling items, billing-cycle start record, customer-delay record if applicable, and the payment records associated with launch.
10.8 Launch blockers and deferred items. Sites may classify open items as launch blockers, non-blocking deferred items, Move-in Complete items, add-ons, unsupported items, customer-delay items, or Exception Path items. A non-blocking deferred item does not prevent Launch if the core launch scope is complete and launch approval is recorded. A launch blocker prevents Launch until resolved or reclassified through an approval record.
10.9 Rejection and defect process. If Customer rejects launch approval or identifies a defect, Customer must identify the specific item and supporting details. Sites will classify the item as in-scope correction, customer-change request, deferred item, add-on, unsupported item, customer-responsibility issue, third-party/platform issue, or Exception Path item. This classification record controls whether the item affects launch, billing, term-start, migration, or support treatment.
11. Payment, Billing, Taxes, And Term
11.1 Payment documents. Payment, billing, authorization, cancellation, refund, credit, default, and term details are governed by the Order Form, Subscription / Payment Terms, Payment Authorization, and Default / Nonpayment Terms.
11.2 First month at signup. Customer pays the first month at signup. There is no setup fee. The signup payment is tracked as a separate signup payment record from the later recurring billing cycle. The business label "first month" does not by itself decide tax accounting, book revenue recognition, deferral, refund, credit, earned-status, or service-period treatment. Sites will maintain invoice/payment identifiers, service-period metadata, launch/approval linkage, and refund/credit linkage if any for the signup payment.
11.3 Recurring billing. The ongoing recurring billing cycle begins after Launch and approval, supported by launch/approval evidence and payment records. Launch and approval start the recurring-billing workflow, but do not by themselves determine book revenue recognition, tax timing, refund/credit treatment, remaining performance obligations, deferred migration work, or state tax treatment.
11.4 Term. The managed-service commitment is 24 months starting at Launch and approval, unless the Order Form or Subscription / Payment Terms state a different structure.
11.5 Payment method. Customer must maintain a valid payment method and authorize charges described in the Payment Authorization.
11.6 Taxes. Fees are exclusive of taxes unless the Order Form says otherwise. Customer is responsible for applicable taxes, duties, assessments, or government charges, except taxes based on Sites' income. Sites may collect taxes only according to a tax collection workflow for taxability, nexus, registration, customer-location sourcing, exemption handling, collected-tax records, reporting, filing, remittance, and payment-platform alignment. Payment-platform tax tools, invoices, customer-location fields, and tax reports support service records; they do not by themselves decide tax treatment.
11.7 Exemption documentation. Customer may claim an exemption only through the exemption workflow approved by Sites. Customer must provide exemption documentation requested by Sites, and tax IDs alone are not sufficient unless the applicable jurisdiction and approved workflow treat them as sufficient. Sites may reject, suspend, or later adjust exemption treatment where documentation is missing, invalid, expired, revoked, incomplete, inconsistent with the customer location or transaction, or not accepted by the applicable workflow.
11.8 Disputes. Customer must promptly notify Sites of disputed charges and provide supporting details. Payment disputes, chargebacks, failed payments, refunds, credits, and collections are handled under the Subscription / Payment Terms, Default / Nonpayment Terms, payment-platform records, and applicable service records.
11.9 Tax and payment records. Sites may maintain payment, invoice, customer-location, tax, exemption, refund, credit, dispute, chargeback, filing, remittance, and accounting records where applicable. Detailed payment, tax, and accounting information may be maintained in Sites systems and payment processor records.
12. Suspension, Default, And Termination
12.1 Default events. Default events may include failed payment, chargeback, revoked payment authorization, material breach, misuse of services, unsupported or unlawful use, failure to provide required access, violation of customer responsibilities, interference with platform access, or other events identified in the Default / Nonpayment Terms.
12.2 Staged nonpayment workflow. The default path uses a staged workflow: failed payment/retry record, notice, cure period, possible pause of non-critical work, possible suspension, final notice, and case-by-case termination, settlement, transfer withholding, or resolution.
12.3 Suspension. Sites may suspend support, updates, dashboard access, non-critical work, migration work, add-on work, transfer processing, or other services where payment, default, security, access, misuse, or legal-risk conditions justify suspension under the Default / Nonpayment Terms.
12.4 Termination by Customer. Customer cancellation, early termination, pre-launch cancellation, refund, credit, and remaining-obligation treatment are governed by the Subscription / Payment Terms and Default / Nonpayment Terms.
12.5 Termination by Sites. Sites may terminate or decline service for unsupported use, unlawful activity, nonpayment, repeated default, customer-side obstruction, platform/security risk, misleading or regulated claims risk, abusive conduct, or other material breach, subject to the applicable notice/cure process where required by the Agreement.
12.6 Effect of termination. On termination, Customer remains responsible for amounts due, approved add-ons, unresolved payment obligations, account-standing requirements, return or deletion of access where applicable, and any transfer/offboarding process described in the Ownership Transfer Terms.
12.7 Default limits. The Agreement does not create immediate acceleration, automatic remaining-term collection, liquidated damages, aggressive collections, or immediate termination without notice/cure unless the signed transaction documents expressly provide otherwise.
12.8 Default evidence and proportionality. Before Sites applies suspension, termination, transfer withholding, settlement, write-off, collection escalation, remaining-term remedy, or other default remedy, Sites will maintain records of unpaid accrued fees, approved add-ons, refunds/credits, customer notices, cure opportunities, service status, work paused or withheld, customer response, settlement discussion if any, write-off approval if any, and the basis for the remedy. Any future remaining-term remedy, acceleration, liquidated-damages theory, attorney-fee recovery, or collection posture must be evidence-based.
13. Ownership, IP, Platform Control, And Transfer
13.1 Customer Materials. Customer retains ownership of customer-provided content, logos, trademarks, photos, media, business information, customer data, and customer accounts, subject to rights Customer grants Sites to perform the services.
13.2 License to Customer Materials. Customer grants Sites a non-exclusive license to use, reproduce, modify, publish, display, migrate, adapt, host, configure, and otherwise use Customer Materials as needed to provide, support, migrate, maintain, and document the services. Sites may use non-confidential operational learnings from the engagement to improve its services, but this sentence does not transfer Customer Materials to Sites or permit Sites to reuse Customer's confidential content, marks, media, or customer-specific deliverables outside the Agreement.
13.3 Customer-specific deliverable. Subject to the Ownership Transfer Terms, Customer may become eligible after successful full-term completion and account standing to receive ownership or control of the completed customer-specific website deliverable.
13.4 Sites retained assets. Sites retains all rights in its reusable templates, components, design systems, workflows, business systems, reusable tools, generic layouts, libraries, methods, know-how, processes, documentation, code snippets, automations, and non-customer-specific materials.
13.5 Third-party assets. Third-party software, fonts, stock media, plugins, integrations, Framer features, Google tools, analytics platforms, booking tools, forms, CRM systems, APIs, and other third-party materials are subject to third-party rights, licenses, platform terms, export limits, and account-control limits.
13.6 Framer/platform control. Sites may control or manage the Framer workspace, project, hosting/publishing, collaborator access, and related platform settings during the active term to maintain, support, update, and protect the service.
13.7 Transfer conditions. Transfer is conditioned on full-term completion, account standing, no unresolved default, completion of transfer records, platform capability, third-party license limits, customer account readiness, credential/access transition, and any other conditions in the Ownership Transfer Terms.
13.8 Feedback. If Customer provides suggestions, ideas, requests, workflows, improvements, or feedback about Sites' services, Sites may use that feedback for business, service, product, workflow, or platform improvement without owing compensation, unless a signed written agreement says otherwise.
13.9 Transfer package categories. A transfer package, if earned under the Ownership Transfer Terms, must distinguish Customer Materials, customer-specific deliverables, Sites Assets, third-party assets, licensed assets, platform-dependent assets, Framer project/workspace/export limits, domain/DNS control, analytics/Search Console access, form/CMS/CRM/booking integrations, credentials/tokens, records, unresolved defaults, and any items that cannot be transferred because of platform, license, security, privacy, payment, or third-party limits.
14. Privacy, Data, Credentials, Security, And Vendor Use
14.1 Privacy Policy. Data collection, use, sharing, vendor processing, retention, tracking, and customer notices are described in the Privacy Policy and Cookie Policy.
14.2 Data categories. Sites may process business identity data, owner/contact data, billing and account identifiers, website content, brand assets, analytics data, Search Console data, form submissions, support messages, project notes, dashboard messages, platform access records, credentials/access tokens where needed, and service records.
14.3 Vendor and platform use. Sites may use Framer, Stripe, Google tools, analytics tools, tracking tools, form tools, CRM tools, email tools, domain/DNS providers, dashboard/database systems, AI tools if approved for the workflow, and other vendors needed to provide the services.
14.4 Credential handling. Sites will use a credential-handling process designed to prefer collaborator access, OAuth access, role-based access, least-privilege access, access logs, revocation, and offboarding practices where feasible. Customer remains responsible for the accuracy, authorization, and availability of access provided.
14.5 Security posture. Sites uses operational security controls for the services, but does not guarantee complete security, uninterrupted access, absence of incidents, vendor security, platform security, or immunity from unauthorized access.
14.6 Incidents. Security, privacy, platform, credential, payment, or data incidents will be logged, triaged, escalated to appropriate vendors or professionals where needed, and handled under Sites' incident-response process.
14.7 Customer data responsibilities. Customer is responsible for not providing sensitive personal data, regulated health information, protected information, or high-risk data unless Sites has expressly agreed in a signed scope and the required privacy/security review has been completed.
15. Confidentiality
15.1 Confidential information. Confidential information includes non-public business, technical, financial, customer, project, payment, platform, access, credential, strategy, pricing, workflow, design, operational, or proprietary information disclosed by one party to the other.
15.2 Use and protection. Each party must use confidential information only for the Agreement and must use reasonable care to protect it from unauthorized use or disclosure.
15.3 Exclusions. Confidential information does not include information that is publicly available without breach, already known without restriction, independently developed without use of confidential information, or lawfully received from a third party without confidentiality duty.
15.4 Required disclosure. A party may disclose confidential information if required by law, subpoena, court order, regulator, payment processor, insurer, attorney, CPA, or professional advisor, provided it uses reasonable efforts to limit disclosure where legally permitted.
15.5 Return or deletion. Upon termination or reasonable request, each party will return or delete confidential information where feasible, subject to backup, legal, accounting, audit, dispute, tax, security, insurance, or business-record retention needs.
16. Publicity, Portfolio, And Case Study Use
16.1 Public identification. Sites may identify Customer as a customer only if permitted by the Order Form or later written approval.
16.2 Portfolio use. Sites may request permission to use the customer website, screenshots, project description, logo, industry, results, or case-study materials. Sites may not publish unsupported performance, revenue, SEO, ranking, accessibility, or security claims.
16.3 Customer marks. Customer grants Sites permission to use Customer marks only as needed to provide the services, unless separate written approval covers marketing or portfolio use.
16.4 Claim substantiation. Any public claim about migration, SEO, performance, accessibility, support, security, speed, conversion, results, or outcomes must follow Sites' claim review and substantiation process.
17. Accessibility, Marketing Claims, SEO, And Content Risk
17.1 Accessibility posture. Sites may use accessibility-informed practices, QA checks, and remediation workflows, but does not guarantee that any site, content, widget, integration, platform change, or post-launch customer change will satisfy any accessibility law, rule, standard, or guideline.
17.2 SEO and migration posture. Sites may provide technical SEO foundations and migration process support, but does not promise rankings, traffic, indexing, search placement, search appearance, lead volume, revenue, disruption-free migration, or identical search treatment.
17.3 Customer content claims. Customer is responsible for claims in its business content, service descriptions, pricing, menus, offers, testimonials, reviews, photos, regulated statements, professional claims, before/after claims, health/wellness claims, legal/accounting claims, and advertising materials.
17.4 Blocked claims. Sites may reject or require revision of customer content or marketing claims that are misleading, unsupported, unlawful, regulated, unsubstantiated, platform-prohibited, or inconsistent with Sites' claim rules.
17.5 Blocked claim patterns. Sites rejects public claims that state or imply SEO ranking, traffic, indexing, or migration outcome promises; open-ended service scope; absence of a signup payment; absence of any pre-launch payment obligation; or unsupported compliance, accessibility, privacy, security, support-resolution, or platform guarantees.
18. Third-Party Platforms And Dependencies
18.1 Third-party services. The services may depend on third-party platforms, including Framer, Stripe, Google tools, domain registrars, DNS providers, analytics tools, tracking tools, booking tools, forms, CRM tools, email tools, AI tools, and other vendors.
18.2 Platform changes. Sites is not responsible for third-party platform outages, pricing changes, feature changes, export limits, API limits, account suspensions, policy changes, security incidents, access limitations, or discontinuation.
18.3 Customer accounts. Where services require customer-owned accounts, Customer is responsible for maintaining account standing, payment, permissions, access, security settings, and compliance with third-party terms.
18.4 Vendor terms. Customer's use of third-party platforms may be subject to separate third-party terms, policies, fees, privacy practices, and data handling.
19. Warranties And Disclaimers
19.1 Mutual authority. Each party represents that it has authority to enter into the Agreement.
19.2 Customer warranties. Customer represents that it has rights to Customer Materials, has authority to provide account access, will provide accurate information, will not request unlawful or unsupported work, and will use the services for business purposes.
19.3 Service disclaimer. Except as expressly stated in the signed Agreement documents, Sites disclaims implied warranties, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted operation, error-free operation, search performance, revenue performance, satisfaction of any legal, tax, accessibility, privacy, security, or platform requirement, security perfection, and platform availability.
19.4 No professional advice. Sites does not provide legal, tax, accounting, investment, medical, regulated professional, or insurance advice.
19.5 No outcome guarantee. Sites does not guarantee business results, lead generation, conversion rates, revenue, rankings, traffic, satisfaction of accessibility requirements, security outcomes, satisfaction of privacy requirements, vendor approval, ad approval, indexing, search appearance, or platform acceptance.
20. Indemnification
20.1 Customer indemnity. Customer will defend, indemnify, and hold harmless Sites against third-party claims, losses, liabilities, damages, costs, and expenses arising from Customer Materials, customer claims, customer products/services, customer data, customer-provided access, Customer's violation of law, Customer's violation of third-party rights, regulated customer content, unauthorized materials, or Customer's breach of the Agreement.
20.2 Sites indemnity. Sites will defend Customer against a third-party claim that the customer-specific deliverable, as created by Sites and used as authorized, infringes that third party's intellectual property rights, and will indemnify Customer for damages finally awarded or settlements approved by Sites for that claim. This obligation does not apply to claims arising from Customer Materials, customer instructions, third-party platforms, customer modifications, combinations not provided by Sites, Sites Assets, open-source materials, third-party assets, platform features, or use outside the Agreement.
20.3 Procedure. The indemnified party must provide prompt notice, reasonable cooperation, and control of defense to the indemnifying party, subject to conflict and settlement limits in this Agreement.
20.4 Settlement limits. Neither party may settle a claim in a way that admits fault, imposes non-monetary obligations, or affects the other party's rights without consent.
21. Limitation Of Liability
21.1 Liability cap. Except for the uncapped categories in Section 21.3, Sites' total liability arising out of or related to the Agreement will not exceed the greater of fees paid by Customer to Sites under the affected Order Form during the six months before the event giving rise to the claim or $1,000.
21.2 Excluded damages. Sites will not be liable for indirect, incidental, consequential, special, exemplary, punitive, lost profit, lost revenue, lost data, lost goodwill, business interruption, search-ranking loss, ad-performance loss, or replacement-service damages to the fullest extent permitted by applicable law.
21.3 Exceptions. The liability cap does not apply to Customer's payment obligations, either party's confidentiality obligations, either party's IP misuse, indemnity obligations, fraud, willful misconduct, unauthorized access or credential misuse, or liabilities that cannot be capped under applicable law, to the fullest extent permitted by applicable law.
21.4 Essential basis. The parties acknowledge that pricing and risk allocation depend on the limitation-of-liability framework.
22. Insurance And Risk Transfer
22.1 Sites insurance. Sites may maintain insurance appropriate for its business stage, services, vendors, contractors, privacy/security risk, media/advertising risk, professional services risk, and customer-content risk, as determined by Sites.
22.2 Customer insurance. Customer remains responsible for insurance covering its own business, content, products, services, professional obligations, regulated claims, premises, employees, customer data, and third-party liabilities.
22.3 No insurance guarantee. Insurance references do not guarantee coverage, claim acceptance, claim payment, risk elimination, or insurer approval.
23. Subcontractors And Personnel
23.1 Subcontractors. Sites may use employees, contractors, service providers, vendors, tools, or subcontractors to perform services.
23.2 Responsibility. Sites remains responsible for the services performed by its authorized personnel and contractors, subject to the Agreement's limits and exclusions.
23.3 Contractor controls. Sites will require contractors to work under written work-product ownership, confidentiality, data handling, subcontractor, and security requirements before contributing to customer work.
24. Compliance With Laws And Policies
24.1 General compliance. Each party is responsible for complying with laws, regulations, professional rules, platform terms, and third-party terms applicable to its own business, content, products, services, accounts, and conduct.
24.2 Customer regulated obligations. Customer remains responsible for obligations specific to Customer's industry, profession, services, advertising, claims, licenses, privacy obligations, accessibility obligations, customer data, and consumer disclosures.
24.3 Sites operational posture. Sites may maintain service records, claim review, access controls, privacy/security workflows, and service controls. These processes do not guarantee that any party satisfies any law, rule, standard, platform requirement, or professional obligation.
25. Records, Audit Trail, And Evidence
25.1 Required records. Sites may maintain records for intake, business-use certification, signer authority, customer location, billing and service-location information, Order Form, payment authorization, signup payment, launch approval, recurring billing start, plan scope, work classification, add-on classification, tax/revenue classification, customer delays, migration actions, redirects/page mapping, claim substantiation, default notices, refunds, credits, ownership-transfer eligibility, credential access, incidents, offboarding, support interactions, payment, invoice, tax, dispute, chargeback, settlement, write-off, and accounting records.
25.2 Customer records. Customer must retain copies of business information, approvals, content rights, payment records, domain/account access records, and any regulated-content approvals.
25.3 Operational evidence. Records may be used to resolve billing, scope, launch, migration, ownership transfer, default, customer-delay, support, refund, credit, tax/accounting, or claim-substantiation questions.
25.4 Source of truth and retention. Sites may designate a system of record for each category of operational, payment, tax, support, launch, migration, credential, incident, and transfer record. Records must preserve enough metadata to identify the customer, document version, approval method, timestamp, user/account, invoice/payment linkage, affected service period, and later correction or reversal.
26. Notices
26.1 Notice methods. Operational notices may be sent by email, dashboard message, project-management system, payment-platform or invoice notice, or another operational method identified in the Order Form. Formal legal notices must be sent by email plus certified mail, registered mail, recognized courier, or another formal notice method identified in the Order Form.
26.2 Notice addresses. Customer's notice address is the email, billing address, business address, or dashboard account identified in the Order Form or customer account.
26.3 Operational notices. Routine project, support, billing, dashboard, payment, migration, approval, and access notices may be sent through ordinary operational channels.
26.4 Legal notices. Formal legal notices must use the notice method and address specified in the Order Form or a later written update.
27. Dispute Resolution And Governing Law
27.1 Good-faith escalation. Before formal dispute proceedings, the parties must attempt good-faith business escalation through designated representatives, unless urgent legal relief is needed.
27.2 Governing law. This Agreement is governed by the laws of the governing law stated in the applicable Order Form or approved agreement, without regard to conflict-of-law principles.
27.3 Venue. The courts or forum for disputes will be the venue or forum stated in the applicable Order Form or approved agreement, unless arbitration or another forum is selected in the Order Form or dispute-resolution terms.
27.4 Arbitration and class waiver. Arbitration, class-action waiver, jury waiver, small-claims path, and attorney-fee recovery apply only if selected in the Order Form or a dispute-resolution addendum.
27.5 Injunctive relief. Either party may seek equitable or injunctive relief for misuse of confidential information, IP, credentials, platform access, customer data, or other urgent harm where permitted by applicable law.
28. Assignment, Change Of Control, And Successors
28.1 Customer assignment. Customer may not assign the Agreement without Sites' prior written consent, except as part of a merger, acquisition, sale of substantially all assets, or business transfer where the successor assumes the Agreement and Sites approves account, payment, access, and risk conditions.
28.2 Sites assignment. Sites may assign the Agreement to an affiliate, successor, acquirer, reorganized entity, or entity receiving the Sites business or assets, subject to reasonable continuity of service and applicable records.
28.3 Binding effect. The Agreement binds and benefits permitted successors and assigns.
29. Changes To Services, Policies, And Platforms
29.1 Service evolution. Sites may improve, modify, replace, discontinue, or update tools, workflows, vendors, platforms, dashboard features, support channels, and service processes, provided material changes do not materially reduce the purchased plan without appropriate notice, substitute functionality, adjustment, or other documented resolution appropriate to the change.
29.2 Policy updates. Sites may update policies, Help Center articles, dashboard explanations, privacy/cookie notices, accessibility statements, or operational procedures. Updates do not override signed terms unless incorporated through the required agreement process.
29.3 Platform migration. Sites may recommend or require platform changes where needed for security, reliability, supportability, vendor discontinuation, or service improvement, subject to scope, payment, and migration terms.
30. Force Majeure
30.1 Force majeure events. Neither party is responsible for delay or failure caused by events beyond reasonable control, including natural disasters, internet outages, platform outages, cyber incidents, labor disruptions, government actions, payment processor disruptions, domain/DNS failures, utility failures, war, terrorism, civil unrest, or other extraordinary events. A force majeure event does not excuse independent obligations to mitigate, protect credentials, preserve records, communicate operationally where feasible, follow incident-response processes, or comply with payment obligations for services already provided, approved, or due unless the Subscription / Payment Terms say otherwise.
30.2 Mitigation. The affected party must use reasonable efforts to mitigate impact and resume performance.
30.3 Payment obligations. Force majeure does not automatically excuse payment obligations for services already provided, approved, or due, unless the Subscription / Payment Terms say otherwise. Any credit, make-good, refund, pause, or billing adjustment tied to a force majeure or platform event must be documented and linked to the affected service period and invoice/payment record.
31. Relationship Of The Parties
31.1 Independent contractor. Sites is an independent contractor. Nothing creates a partnership, joint venture, franchise, employment relationship, fiduciary relationship, agency relationship, or professional-client relationship.
31.2 No authority to bind. Neither party may bind the other except as expressly authorized in writing.
31.3 No professional-client relationship. Sites' services do not create an attorney-client, CPA-client, medical-provider, investment-advisor, insurance-broker, or other regulated professional relationship.
32. Miscellaneous
32.1 Entire agreement. The Agreement documents are the entire agreement between the parties about the services and replace prior discussions, proposals, emails, calls, estimates, pricing explanations, or marketing statements on the same subject.
32.2 Severability. If a provision is unenforceable, the remaining provisions remain in effect, and the unenforceable provision will be modified to the minimum extent needed to make it enforceable where permitted by applicable law.
32.3 Waiver. Failure to enforce a provision is not a waiver.
32.4 Counterparts and electronic signature. The Agreement may be accepted electronically and signed in counterparts.
32.5 Survival. Provisions on payment, records, confidentiality, IP ownership, transfer conditions, warranty disclaimers, liability limits, indemnity, dispute resolution, taxes, ownership exclusions, and accrued rights survive termination where appropriate.
32.6 Headings. Headings are for convenience only.
32.7 Interpretation. The Agreement will not be interpreted against either party solely because that party drafted it.