Terms of Service - r2ware, LLC

1. Payment Terms

a. 50% deposit upon signed agreement to commence work
b. 50% final payment upon project completion before launch
c. Net 15 payment terms (payment due within 15 days of invoice)
d. 1.5% monthly late fee on overdue amounts
e. Work suspension if payments 30+ days overdue
f. Credit card payments subject to 3% processing fee
g. Bank transfer (ACH) preferred; checks accepted

2. Client Response Requirements

a. Standard response time: 5 business days for milestone approvals
b. Maximum response time: 10 business days before enforcement provisions apply
c. Non-Response Policy: Failure to respond within 10 business days may result in:
- i. Contract cancellation at provider's discretion
- ii. Forfeiture of all payments made to date
- iii. Immediate project termination
- iv. Provider retention of all work product and assets
- v. Resumption after non-response requires new contract at hourly rate ($200/hour)

3. Scope & Additional Work

a. Revisions included as specified in package tier (see package descriptions)
b. Out-of-scope modifications: $200/hour
c. All scope changes require written client approval
d. Scope changes may extend project timeline

4. Intellectual Property & Ownership

a. Upon full payment, client owns final website and custom content
b. Provider retains rights to code frameworks and methodologies
c. Provider may showcase work in portfolio with client permission
d. Client warrants ownership/rights to all provided content
e. Client indemnifies provider against copyright claims on provided materials
f. Licensed materials (stock photos, plugins, third-party tools) subject to their respective licenses

5. Warranties & Technical Standards

a. 30-day functionality warranty from launch date
b. Bug fixes at no charge during warranty period
c. Browser compatibility guaranteed for current versions of Chrome, Firefox, Safari, Edge
d. Mobile responsiveness guaranteed for standard devices
e. 99.9% uptime guarantee on hosting platform
f. Client responsible for content updates post-launch

6. Liability Limitations

a. Provider liability capped at total project fee amount
b. No liability for indirect, consequential, or punitive damages
c. No liability for business interruption or lost profits
d. Client responsible for content accuracy and legal compliance

7. Termination Rights

a. Provider may terminate for: Non-payment (30+ days overdue), non-cooperation, persistent out-of-scope requests, or abusive behavior
b. Client may terminate with: 14-day written notice; payment due for all completed work phases (non-refundable)
c. Project considered complete when all specified deliverables are live, client approves in writing, and site is launched

8. Confidentiality & Data Protection

a. Both parties maintain confidentiality of sensitive business information
b. All client data handled in compliance with applicable privacy laws
c. Files and communications transmitted via secure methods
d. Customer inquiry data protected and accessible only to client

9. Ongoing Services

a. Annual hosting includes: domain renewal, SSL certificate, hosting platform access, basic security, technical support, 99.9% uptime guarantee
b. Optional maintenance plans available as separate contracts

10. Dispute Resolution

a. Good faith direct negotiation attempt
b. Non-binding mediation if negotiation fails
c. Binding arbitration for disputes over $5,000
d. Small claims court for disputes under $5,000

11. Force Majeure

a. Neither party liable for delays or failures due to circumstances beyond reasonable control
b. Force majeure events include: natural disasters, pandemics, government actions, utility failures, infrastructure outages, cyberattacks, or other unforeseeable events
c. Affected party must provide prompt notice and make reasonable efforts to resume performance
d. Timelines extended by duration of force majeure event
e. If force majeure persists beyond 60 days, either party may terminate; client pays for completed work only

12. Hosting & Domain Transfer

a. Annual hosting fee covers domain registration, SSL certificate, hosting platform, and technical support
b. Non-payment of annual hosting fee may result in service suspension after 30-day grace period
c. Client may request domain transfer at any time with 30-day notice
d. Provider will assist with domain transfer and provide necessary authorization codes
e. Provider will provide website files upon request (if applicable)
f. Client responsible for new hosting setup and any migration issues after transfer
g. Domain transfer does not include refund of unused hosting time

13. Third-Party Services

a. Client responsible for all third-party service accounts, subscriptions, and associated costs unless explicitly stated otherwise in project agreement
b. Third-party services include but not limited to: Snipcart, SignWell, Cal.com, payment processors, email services, analytics platforms
c. Provider will assist with initial setup and integration as specified in project scope
d. Provider not liable for third-party service changes, downtime, pricing changes, or discontinued features
e. Client must maintain active accounts and subscriptions for integrated services to function properly

14. Refund Policy

a. Deposit (50%) is non-refundable once work has commenced
b. If client terminates before project completion, payment due for all completed work phases (non-refundable)
c. If provider terminates due to client breach, all payments to date are non-refundable
d. If provider is unable to complete project due to force majeure or provider failure, client receives refund of payments minus value of completed work
e. Refunds processed within 30 days of termination agreement
f. Credit card processing fees are non-refundable

15. Post-Warranty Support

a. 30-day warranty covers bug fixes and functionality issues from launch date
b. After warranty period expires, support available at $200/hour or via new service contract
c. Support requests must be submitted in writing via email
d. Provider will provide time estimate before beginning billable work
e. Maintenance contracts available for ongoing support at discounted rates

16. Source Code Access

a. Upon full payment, client may request front-end source code (HTML, CSS, JavaScript)
b. Source code provided as-is for client's reference and archival purposes
c. Build tools, development dependencies, and server-side code not included
d. Provider retains rights to reusable frameworks, templates, and methodologies
e. Client may not redistribute or resell provided source code

17. Notice Requirements

a. Official notices must be provided in writing via email or phone
b. Email notices sent to addresses listed in agreement considered delivered upon sending
c. Phone notices must be followed up with written confirmation within 24 hours
d. Notice of termination must be in writing via email
e. Each party responsible for keeping contact information current

18. Entire Agreement

a. This agreement constitutes the entire understanding between parties
b. Supersedes all prior negotiations, discussions, proposals, and agreements (written or verbal)
c. No other representations or warranties exist beyond what is explicitly stated herein
d. Modifications must be in writing and signed by both parties (email acceptable for scope changes under $500)

19. Governing Law

a. Agreements governed by laws of the State of Florida
b. Disputes resolved in courts of appropriate jurisdiction

20. Contract Modifications

a. All modifications must be in writing and signed by both parties
b. Email agreements acceptable for minor scope adjustments under $500
c. Verbal agreements not binding
d. Invalid provisions don't void entire agreement (severability applies)

Project Commencement

Work begins upon:

Signed agreement from both parties
Receipt of deposit payment
Initial project materials and access provided by client

Both parties are advised to review all terms carefully before signing. Legal counsel consultation is recommended for any questions regarding agreements.