Terms of Service | Davis Web Design LLC

These Terms of Service explain the rules that apply to website subscriptions, hosting, maintenance, updates, domains, custom website design services, and related work provided by Davis Web Design LLC.

These Terms form a binding legal agreement between Davis Web Design LLC (“DWD,” “we,” “us,” or “our”) and the individual, business, or organization purchasing or using the services (“Customer,” “you,” or “your”). If a person accepts these Terms for a business or organization, that person represents that the person has authority to bind the Customer.

By checking an acceptance box, signing electronically, accepting a Project Order, or completing a purchase after receiving clear notice that the purchase is governed by these Terms, you agree to be bound by them. Merely visiting our website does not make you a service customer.

Our Privacy Policy explains how we collect, use, retain, and share personal information. Form submissions, estimator submissions, and service records are handled as described in that policy.

1. Scope of Services and Agreement Structure

Covered Services

These Terms apply to website subscriptions, hosting, maintenance, updates, domain-related services, custom website design services, and other related services purchased from DWD.

The exact deliverables, page counts, features, service time, prices, and schedules are determined by the applicable plan description, Project Order, Change Order, payment page, invoice, or order summary. Informal discussions, examples from other projects, portfolio examples, preliminary concepts, and estimator results do not add to the scope unless they are included in an accepted Project Order or Change Order.

These Terms do not independently promise any particular website feature, amount of labor, completion date, hosting period, or commercial result unless the applicable accepted offer expressly includes it.

Definitions

For these Terms:

“Subscription Service” means a month-to-month or other recurring service, including the Foundation Plan and any successor subscription plan.
“Custom Project” means individually scoped design, development, migration, consulting, or related work described in a Project Order.
“Project Order” means a proposal, statement of work, order form, or similar record that identifies a Customer, project, scope, price, payment schedule, and any project-specific conditions.
“Change Order” means a written or electronic amendment that changes an accepted Project Order.
“Customer Materials” means text, photographs, logos, videos, data, credentials, records, branding, instructions, and other materials supplied or approved by the Customer.
“DWD Materials” means DWD’s preexisting or reusable code, themes, plugins, templates, components, layouts, design systems, processes, know-how, documentation, and tools, including improvements and adaptations of them.
“Third-Party Materials” means software, services, code, fonts, stock assets, applications, integrations, platforms, or other materials owned or licensed by someone other than DWD or the Customer.

Estimates and Estimator Results

An online estimator result is a preliminary, informational estimate. It is not a binding quote, offer, Project Order, guarantee, or promise to perform work. Submitting an estimator form does not require you to purchase and does not require DWD to accept a project.

An estimate may change after DWD reviews the requested scope, Customer Materials, integrations, technical requirements, third-party expenses, schedule, and other relevant information. Unless an estimate states a different period, it expires 30 days after it is issued. DWD may correct a clerical, technical, or calculation error before a Project Order is accepted.

An estimate or inquiry ID is a recordkeeping reference only. A Custom Project begins only after the applicable Project Order is accepted and the required initial payment is received.

Project Orders and Order of Controlling Documents

A Project Order supplements these Terms. The Project Order and these Terms together form the agreement for that Custom Project.

A Project Order is intended to remain short and identify the project-specific business terms, such as the Customer, scope, price, payment schedule, estimated schedule, principal exclusions, and any agreed exception to these Terms. It does not need to repeat the general legal and operating rules contained in these Terms.

When more than one document applies, the following order of control applies only to the subject the document addresses:

An accepted Change Order;
An accepted Project Order or specifically accepted custom agreement;
The plan-specific service description, which controls service scope and plan conditions;
The payment page, invoice, or order summary, which controls the amount charged, payment due date, activation fee, and billing interval; and
These Terms, which govern matters not specifically addressed elsewhere.

A specific provision controls over a general provision when the two cannot reasonably be interpreted consistently. An invoice does not expand the scope of work unless it expressly says that it is also a Change Order and the Customer accepts that change.

Eligibility and Accurate Information

You must be at least 18 years old and legally capable of entering into a binding agreement. You are responsible for providing accurate billing, contact, account, and project information and for keeping it current.

2. Subscription, Billing, and Financial Rules

Subscription Term and Automatic Renewal

Unless the applicable offer explicitly states otherwise, subscriptions are month-to-month and do not require a minimum commitment.

Each subscription automatically renews at the end of each monthly billing period until canceled. Before checkout is completed, the payment or order page will clearly disclose the recurring price, billing interval, activation or setup charge, when recurring charges begin, any minimum purchase obligation, and how to cancel.

By affirmatively accepting the Subscription Service at checkout, you authorize the payment method provided to be charged for:

The activation or setup fee stated on the payment or order page;
The first recurring subscription payment; and
Each subsequent recurring subscription payment until cancellation becomes effective.

DWD will provide an electronic receipt, confirmation, or other acknowledgment that can be saved and that identifies the subscription terms and cancellation method. You should retain that record.

Authorized Charges and Taxes

Subscription authorization covers only the disclosed recurring charge and other charges clearly included in the accepted order. Additional work, third-party purchases, or one-time charges require separate approval unless already authorized in the applicable Project Order or plan.

Prices do not include sales, use, excise, or similar transaction taxes unless the order says otherwise. You are responsible for taxes legally imposed on your purchase, excluding taxes based on DWD’s net income.

Price Changes

DWD may adjust a recurring subscription price because of increased operating costs, hosting expenses, third-party software costs, changes in service scope, technical requirements, or other legitimate business reasons.

We will provide at least 30 days’ clear written or electronic notice before a recurring price increase takes effect. The notice will state the new recurring price, effective date, and how to cancel. You may cancel before the new price takes effect.

If applicable law requires new affirmative consent for a price change, DWD will obtain that consent before charging the new amount. Otherwise, continuing the subscription after receiving notice and after the effective date constitutes acceptance of the new price where permitted by law.

Cancellation

You may cancel a subscription by:

Using the cancellation function in the available billing or customer portal;
Emailing joshuadaviswebdesign@gmail.com;
Using another cost-effective, timely, and easy-to-use cancellation method identified in the order acknowledgment.

A portal or email cancellation is effective when submitted to the designated system or address. We will provide a cancellation confirmation that identifies the cancellation date and final service date.

Cancellation prevents future renewals and ordinarily takes effect at the end of the current paid billing period. The website may remain online through the final paid billing period unless it is suspended or terminated earlier because of nonpayment, prohibited content, unlawful conduct, a security concern, or a material violation of the agreement.

If a recurring charge is processed for a billing period beginning after a valid cancellation became effective, that post-cancellation charge will be refunded. You should retain cancellation requests and confirmations.

Refunds

Except as expressly provided in the agreement or required by law:

Subscription payments are nonrefundable once the applicable billing period begins;
Partial-period refunds are not provided when the Customer voluntarily cancels;
Unused service time has no cash value; and
Activation fees are nonrefundable once setup or other work begins.

If DWD determines before meaningful work begins that the requested service cannot reasonably be provided, the applicable activation fee will be refunded.

Payments are made in exchange for the services, labor, access, hosting, maintenance, availability, and benefits described in the applicable plan. Payment does not depend on achieving a commercial, marketing, search, traffic, sales, technical, financial, or other business outcome.

If DWD terminates a Subscription Service for reasons unrelated to Customer wrongdoing or breach, DWD will provide a proportional refund for the unused portion of the prepaid service period. Payments remain nonrefundable when service is suspended or terminated because of Customer misconduct, prohibited content, nonpayment, abuse, fraud, unlawful activity, a security risk, an improper chargeback, or a material violation of the agreement.

Failed Payments and Suspensions

A subscription website will not be suspended for nonpayment before the last paid service period ends. If a renewal payment fails, DWD or its payment processor may make additional lawful collection attempts.

After the paid service period ends, DWD may suspend or take the website offline until the account is brought current. Restoration after a failed recurring payment will not require a separate reactivation fee, but you must pay valid past-due subscription amounts and authorized outstanding charges.

DWD is not responsible for loss of traffic, leads, sales, search placement, messages, or business resulting from a suspension caused by nonpayment.

Voluntary Cancellation and Reactivation

Reactivation of a voluntarily canceled subscription may require payment of a reactivation fee. Any applicable fee will be disclosed before reactivation is approved or performed.

Reactivation is subject to current pricing, DWD’s availability, the continued existence and availability of the website files and domain, payment of outstanding balances, payment of any disclosed reactivation fee, and acceptance of the then-current applicable terms.

Reactivation does not guarantee restoration of the former domain, design, functionality, price, content, search placement, or service configuration.

3. Custom Projects, Workflow, Revisions, and Delays

Project Formation and Payment

A Custom Project is not accepted and DWD is not required to reserve time or begin work until:

The Customer has accepted the applicable Project Order and these Terms;
The Customer has supplied reasonably necessary information and access; and
DWD has received the initial payment required by the Project Order.

The Project Order will state the total price or pricing method, included scope, principal exclusions, and any project-specific exceptions to these Terms. If the Project Order does not state a different payment schedule, 50% of the project price is due before work begins and the remaining 50% is due when the project is substantially complete and before launch, final delivery, transfer, or release of credentials or files.

A project is substantially complete when DWD has completed the material items in the accepted scope and the project is ready for final Customer review, even if minor revisions, corrections, content placement, or other nonmaterial punch-list items remain. DWD will identify the substantial-completion milestone and provide a reasonable opportunity for review before the final payment is due. A good-faith written notice identifying a material failure to conform to the accepted scope postpones the disputed portion of the final payment while DWD investigates and, when appropriate, corrects that failure. It does not postpone undisputed amounts.

The initial 50% payment funds work through the first project milestone and is not automatically or categorically nonrefundable. Under the default 50/50 schedule, the first project milestone is substantial completion. If a Custom Project ends early, amounts earned will be determined from completed or accepted milestones stated in the Project Order or, when milestones do not assign values, from work actually performed at the custom-work rate stated in the Project Order or the default additional-work rate in these Terms. DWD may also retain amounts for time expressly agreed to be noncancelably reserved and for approved noncancelable third-party costs. DWD will refund any advance payment exceeding the amount earned or incurred, and the Customer must pay any earned or incurred amount exceeding the advance payment.

DWD may withhold launch, transfer, credentials, files, licenses, or final Deliverables until all amounts due for the applicable project are paid.

Included Service Time

A plan may include a specified amount of labor, maintenance time, or update time during each billing period, as stated in the applicable plan description.

For purposes of calculating included service time:

One hour means up to 60 combined minutes of work. This may include reviewing requests, communicating about changes, preparing materials, editing layouts, testing, troubleshooting, publishing, and related administrative or technical work.
One hour does not mean one unlimited request or one unlimited task.
Time may be tracked in reasonable increments.
Multiple communications, tasks, or update requests may be combined when calculating time used.
Unless explicitly stated otherwise, unused service time expires at the end of the applicable billing period and does not accumulate, roll over, or carry over.
Included time cannot be transferred or exchanged for cash, refunds, discounts, credits, or other services.

Additional Work and Change Orders

Work outside an accepted plan or Project Order, including work exceeding included service time, requires Customer approval. A material addition, removal, change in direction, schedule change, or new functionality requires a written or electronic Change Order accepted by both parties before it becomes part of the project.

Unless another rate is stated in an accepted offer, additional work is billed at $60 per hour in 15-minute increments, equal to $15 per quarter-hour.

DWD is not required to begin additional paid work without written or electronic approval. An approval by the Customer’s designated contact through email, text message, an acceptance form, or another agreed system is sufficient and authorizes DWD to charge or invoice the approved amount.

Revisions and Project Approval

Unless the applicable plan or Project Order states otherwise, initial website setup includes one consolidated round of reasonable revisions. You should combine revision requests into a clear and complete response.

Additional revisions, redesign requests, or changes in direction may use included service time or be treated as additional paid work.

A website, milestone, or project is considered accepted when the earliest of the following occurs:

You explicitly approve it through an accepted written or electronic communication;
You request that it be published or connected to live business operations;
You begin advertising, sharing, selling through, or publicly using it; or
It has been available for review for five business days without written notice identifying a material failure to conform to the accepted scope.

Acceptance completes the applicable revision or delivery stage but does not prevent later eligible updates under a Subscription Service. Acceptance does not waive a defect that could not reasonably have been discovered during review, but you must notify DWD promptly after discovering it and give DWD a reasonable opportunity to investigate and correct a covered nonconformity.

You are responsible for proofreading and approving names, prices, contact information, legal claims, factual statements, links, and Customer Materials before launch. DWD remains responsible for correcting a failure to implement the accepted scope, subject to the other terms of the agreement.

Post-Launch Correction Period

Unless the applicable Project Order states otherwise, DWD provides a 30-day post-launch correction period for a Custom Project. The period begins when the website is first made publicly available or the final Deliverables are provided, whichever occurs first. During that period, the Customer must give reasonably detailed notice of any material defect within the accepted scope that was caused by DWD’s work and allow DWD a reasonable opportunity to investigate and correct it.

The correction period does not include new requests, new features, scope additions, redesigns, Customer changes, changes made by another provider, misuse, Customer-supplied errors, third-party software or service changes, third-party outages, hosting problems outside DWD’s reasonable control, or later changes in browsers, operating systems, APIs, laws, standards, or external platforms.

DWD’s obligation for a covered defect is to correct or reperform the affected work within a reasonable period. Work requested after the correction period or outside the accepted scope may require additional payment or an ongoing service arrangement. This section does not limit a right or remedy that applicable law does not permit the parties to limit.

Customer Delays and Project Inactivity

Completion dates and turnaround estimates depend on timely Customer communication, content delivery, approvals, account access, and instructions. A Customer-caused delay extends estimated completion dates and may affect DWD’s scheduling availability.

If you do not provide a required response, approval, material, credential, or instruction:

After 14 consecutive days, DWD may pause work and send an inactivity notice through a communication method previously used;
After 30 consecutive days, DWD may remove the project from the active production schedule; and
After 60 consecutive days, DWD may, after written or electronic notice, treat the project as abandoned and close it.

A substantive response that supplies the required item or permits work to continue ends that inactivity period. A brief acknowledgment that does not supply the required item does not require DWD to keep the project on the active schedule.

Closing a project because of inactivity means:

Amounts earned or incurred under “Project Formation and Payment” remain due, DWD may apply advance payments to those amounts, and DWD will refund any excess or invoice any remaining balance;
Scheduling availability is not preserved;
Previous completion estimates no longer apply;
Restarting is subject to DWD’s then-current availability and payment of all outstanding earned amounts and approved costs; and
Restarting may require an updated scope, schedule, price, or Change Order before work resumes.

Any unearned portion of an advance project payment will be handled under the Project Order or, if the Project Order is silent, under the default rule in “Project Formation and Payment” above.

Estimated Schedules

Any delivery date, launch date, update timeframe, or completion date is an estimate unless DWD expressly guarantees a date in an accepted Project Order.

DWD does not promise a particular response time unless one is explicitly stated in the applicable plan or Project Order. Schedules may be extended because of Customer delays, missing or inaccurate information, missing content or credentials, revision requests, scope changes, third-party outages or restrictions, unexpected technical problems, illness, emergencies, or events outside DWD’s reasonable control.

Ending a Custom Project

Either party may end a Custom Project by written notice if the other party materially breaches the agreement and does not cure the breach within a reasonable period stated in the notice. DWD may act immediately when delay could create harm, legal exposure, data loss, a security risk, or a third-party policy violation.

The Customer may also end a Custom Project for convenience by written notice. In that event, earned amounts and any refund or remaining balance will be calculated under “Project Formation and Payment” above. DWD will return any unearned advance payment after applying completed or accepted milestones, work actually performed, expressly agreed noncancelable reserved time, and approved noncancelable third-party costs.

Any Deliverables or transfer materials provided after early termination remain subject to full payment, Section 4, applicable third-party restrictions, and the Project Order.

4. Intellectual Property, Customer Materials, and Domain Rights

Customer Materials and License

You retain ownership of original materials supplied by you, including your business or personal name, logo, trademarks, photographs, videos, written content, records, and branding.

You grant DWD a nonexclusive, worldwide, royalty-free license to host, edit, format, reproduce, display, publish, store, transmit, back up, and otherwise use Customer Materials as reasonably necessary to provide, maintain, secure, update, demonstrate, and, subject to the portfolio provision below, promote the services.

You represent that you own or have permission to use every item supplied or approved by you. You are responsible for obtaining permission from photographers, employees, contractors, models, copyright owners, trademark owners, and other people whose materials, likenesses, or testimonials appear on the website.

You must not provide content that infringes copyrights, trademarks, privacy rights, publicity rights, contractual rights, or other third-party rights.

DWD Materials

DWD retains all rights in DWD Materials. Payment for a subscription, Custom Project, update, hosting, or other service does not transfer ownership of DWD Materials unless an accepted Project Order expressly identifies a specific item and expressly assigns it.

When DWD Materials are embedded in a paid Custom Project that the Customer is entitled to operate independently, DWD grants the Customer a nonexclusive, perpetual license to use those embedded DWD Materials only as part of the delivered website and only after full payment. The Customer may maintain, host, and modify the delivered website for its own operations, but may not extract, resell, sublicense, distribute, or use DWD Materials to create unrelated products, templates, or competing services.

Subscription Websites

Unless a Project Order expressly states otherwise, DWD retains ownership of website designs, site structure, source code, templates, reusable components, technical configurations, hosting configurations, design files, backups, methods, and processes created, hosted, maintained, or supplied through a Subscription Service.

While the Subscription Service is active, paid, and in good standing, the Customer receives a limited, nonexclusive, nontransferable license to use the subscription website for the approved business, organizational, or personal purpose. That license ends when the Subscription Service ends.

Without DWD’s prior written permission, the Customer may not copy, extract, distribute, sell, resell, sublicense, migrate, or continue using a subscription website or its source code after the license ends. These restrictions do not prevent the Customer from retaining or reusing its own Customer Materials.

Custom Project Deliverables

Unless an accepted Project Order expressly states a different arrangement, upon DWD’s receipt of full payment, DWD hereby assigns to the Customer DWD’s copyright interest in the final, project-specific Deliverables created under the accepted Project Order. This assignment is effective automatically upon full payment and does not require a separate buyout.

The assignment excludes DWD Materials, preliminary concepts, rejected or unused work, Third-Party Materials, hosting accounts, registrar accounts, service subscriptions, and anything the Project Order expressly excludes. DWD retains all rights in those excluded items. Any DWD Materials embedded in the final Deliverables remain licensed under “DWD Materials” above, and Third-Party Materials remain subject to their own licenses and cannot be transferred beyond those licenses.

DWD’s continued hosting, maintenance, or technical management of a Customer-owned custom website does not give DWD ownership of that website. When the applicable service ends and the Customer’s account is paid in full, DWD will provide a reasonably available export or transfer of the Customer-owned final Deliverables and Customer Materials, subject to technical feasibility and third-party license or platform restrictions. Material migration, reconfiguration, remediation, or work beyond a reasonable export or transfer may require a separately accepted Change Order.

Domains Owned by the Customer

A domain owned by the Customer before service begins remains the Customer’s. Connecting, configuring, or temporarily managing a Customer-owned domain does not give DWD ownership of it.

The Customer remains responsible for registration and renewal charges, registrar account security, passwords, multifactor authentication, recovery information, accurate registrant and contact records, verification notices, transfer restrictions, and maintaining access to the registrar account. When service ends, DWD may disconnect the domain from DWD’s hosting or systems but will not claim ownership of a Customer-owned domain.

Domains Registered or Paid for by DWD

As between the Customer and DWD, the Customer is the beneficial owner of a domain selected or acquired specifically for the Customer’s business, organization, or project, even when DWD is listed as the registrar account holder or registered-name holder for administrative purposes or pays the registration or renewal charge as part of a service. The Customer authorizes DWD to administer the registrar account, registration, DNS, renewal, payment, security settings, and related technical functions while DWD provides the applicable service.

DWD’s administrative control does not authorize DWD to sell the domain, redirect it for an unrelated purpose, use it for another customer, impersonate the Customer, deceptively divert the Customer’s users, infringe the Customer’s rights, or falsely suggest an ongoing affiliation.

When the applicable service ends and all amounts relating to the domain and services are paid, DWD will reasonably cooperate in transferring the domain registration or control to the Customer or to a registrar account designated by the Customer. Transfer timing and completion remain subject to identity and contact verification, registrar and registry requirements, transfer locks, dispute procedures, and other restrictions outside DWD’s reasonable control. The Customer assumes responsibility for registrar-account security, accurate contact information, fees, and renewals after transfer.

If the Customer does not timely provide the information, verification, account, or cooperation reasonably needed for transfer after notice, DWD is not required to keep paying registration or renewal charges indefinitely. DWD may allow the domain to expire after providing reasonable written or electronic notice of the transfer deadline or intended nonrenewal.

Website or Domain Buyouts and Transfers

DWD may offer a buyout of a subscription website, DWD Materials, a preexisting domain DWD owns and expressly offers for sale, source code, or another asset DWD owns. A buyout is not included with cancellation or ordinary subscription payments unless the applicable plan or Project Order expressly includes it.

A Customer-owned custom website transferred under “Custom Project Deliverables,” and a Customer-beneficially-owned domain transferred under “Domains Registered or Paid for by DWD,” do not require an ownership buyout. The Customer must still pay all amounts due, comply with applicable transfer requirements, and separately approve any material migration or reconfiguration work beyond the reasonable transfer assistance promised in those sections.

A buyout or transfer of a DWD-owned asset must be described in a written or electronically accepted agreement stating the purchase price, materials being transferred, whether a domain and source code are included, applicable third-party restrictions, transfer assistance, transfer date, and the date DWD’s responsibility ends.

Ownership of a DWD-owned asset remains with DWD until the buyout or transfer agreement is completed and all required payments are received. After any transfer, DWD is not responsible for hosting, maintenance, security, compatibility, software updates, outages, data loss, or changes made by the Customer or another provider unless a new agreement states otherwise.

Portfolio and Promotional Rights

DWD may display a publicly launched website in portfolios, advertisements, social media, brochures, presentations, proposals, case examples, and other promotional materials. DWD may use the Customer’s business name, logo, and publicly displayed website images to identify and accurately describe the work performed.

DWD will not use nonpublic Customer Materials or Confidential Information for promotion. The Customer may request in writing before public launch that a project remain out of DWD’s portfolio because of a legitimate confidentiality, safety, or prepublication concern. DWD will reasonably consider that request, and any agreed restriction should be recorded in the Project Order.

These portfolio rights do not transfer ownership of the Customer’s original branding or Customer Materials to DWD. The website is not required to display a credit, footer link, or visible statement identifying DWD as the designer unless the Project Order says otherwise.

5. Hosting, Maintenance, Backups, and Third-Party Services

Server Infrastructure and Continuity

Websites may be hosted using a third-party provider selected by DWD. DWD may move a website to another hosting system or provider when reasonably necessary for security, cost efficiency, reliability, compatibility, administration, service continuity, or another legitimate operational reason.

You receive the ordinary hosting arrangements included in the applicable plan, but you do not receive ownership or administrative control of DWD’s hosting accounts, reseller accounts, software subscriptions, or technical infrastructure.

Basic maintenance does not include unlimited redesigns, major new functionality, unlimited troubleshooting, or correction of problems caused by the Customer or an unauthorized third party.

Backups and Data Protection

DWD generally creates or stores a backup when an update is performed. Backup timing, content, retention, and completeness may vary.

DWD will use commercially reasonable backup practices but does not guarantee that every website version will be backed up, that every backup will be complete, that every file or previous version can be recovered, that exact restoration will be possible, or that a backup will remain compatible with future systems.

If website information is lost and exact restoration is not reasonably possible, DWD may provide a reasonable technical correction where appropriate. A reasonable correction may include restoring available materials, reconstructing affected portions, redesigning an affected section, or providing another reasonable remedy selected by DWD. Any corrective obligation remains subject to Section 9.

You must keep independent copies of Customer-supplied text, photographs, logos, videos, records, and other source materials.

Third-Party Materials and Services

Websites may contain or depend upon Third-Party Materials. Those materials remain subject to their applicable licenses, rules, availability, and restrictions. DWD cannot transfer ownership or grant rights beyond those permitted by the applicable third party.

You may be required to discontinue, replace, or pay more for a third-party component if its owner changes its price, availability, licensing, policies, compatibility, or technical requirements.

Unless an accepted plan or Project Order says a cost is included, the Customer is responsible for third-party transaction fees, processing fees, subscriptions, application charges, license fees, taxes, and other service costs associated with requested website features. DWD will obtain approval before incurring a new material pass-through cost that was not disclosed in the accepted order, except for an emergency expense reasonably necessary to prevent imminent loss or harm when the Customer cannot be reached.

DWD is not responsible for third-party outages, service interruptions, price increases, policy changes, account suspensions, application rejections, security incidents, API changes, compatibility changes, feature removal, discontinuation, or other actions outside DWD’s reasonable control. DWD remains responsible for using reasonable care in selecting, configuring, and managing third-party services that DWD expressly agrees to manage.

Payment Processing on Customer Websites

Some Customer websites may use third-party applications to accept or process payments. DWD does not underwrite, approve, control, or operate the Customer’s payment-processing relationship.

The Customer is responsible for its payment-processing account, transaction fees, chargebacks received from its customers, customer refunds, product or service disputes, taxes, account verification, legal compliance, and handling of transaction and customer information.

DWD is not responsible for funds withheld, delayed, reversed, frozen, refunded, or otherwise affected by a third-party payment service.

6. Customer Accounts, Data, Security, and Confidentiality

Customer Accounts and Access

You remain responsible for accounts you own or control, including account security, passwords, multifactor authentication, recovery information, authorized users, billing, and continued access.

You authorize DWD to access and modify Customer-controlled systems to the extent reasonably necessary to perform approved services. You represent that you have authority to grant that access.

You must provide accurate access when access is needed. DWD is not responsible for delays, losses, suspensions, or unauthorized activity caused by inaccurate credentials, expired access, Customer account settings, unauthorized users, or activity DWD did not cause.

Do not submit passwords, full payment-card numbers, Social Security numbers, medical information, or other sensitive information through a general website or estimator form. Use a secure method approved by DWD when credentials or protected information are necessary. You should change a password shared with DWD after the applicable work is completed and promptly revoke access that is no longer required.

Customer Website Data and Regulated Information

The Customer determines the purposes for which information is collected through its website and is responsible for its own privacy notices, consents, retention decisions, legal bases, and responses to data-subject requests.

DWD may process Customer website data only as reasonably necessary to provide the agreed services, follow lawful Customer instructions, maintain security, troubleshoot, create backups, and meet legal obligations.

Unless an accepted Project Order and, when needed, a separate data-processing agreement expressly cover it, the services are not designed to process protected health information, complete payment-card data, government identification numbers, financial-account credentials, precise geolocation, information about children, or other sensitive or specially regulated data. The Customer must notify DWD before requesting any feature that will process such information.

If applicable privacy law requires a controller-processor or business-service-provider agreement containing data-specific instructions, the parties will execute an appropriate addendum before the covered processing begins. DWD may refuse or suspend a data practice that is unsafe, unlawful, outside the agreed scope, or unsupported by the required agreement.

Security Responsibilities and Incidents

DWD will use reasonable administrative and technical practices appropriate to the nature of the services and information DWD controls. No website, host, email account, plugin, password, backup, or internet transmission is completely secure.

Each party must promptly notify the other after confirming a security incident that materially affects the other party’s systems or information and must reasonably cooperate in investigation, containment, restoration, and legally required notifications. Each party remains responsible for notifications and obligations that applicable law assigns to it.

The Customer must promptly report suspected compromise of a Customer account, credential, domain, website, or form and must cooperate with reasonable protective steps.

Confidential Information

Each party may receive nonpublic business, technical, security, financial, customer, or project information that a reasonable person would understand to be confidential (“Confidential Information”). The receiving party will use Confidential Information only to perform or receive the services, protect its legal rights, or comply with law. It will use reasonable care to prevent unauthorized disclosure and will disclose the information only to people or service providers who need it and are subject to confidentiality obligations.

Confidential Information does not include information that the receiving party can show was already lawfully known without restriction, becomes public without breach, is received lawfully from another source without a duty of confidentiality, or is independently developed without using the other party’s Confidential Information.

A party may disclose Confidential Information when legally required, but when legally permitted it will provide reasonable notice so the other party may seek protection. This section does not prevent DWD’s permitted use of publicly launched work under Section 4.

7. Customer Compliance Responsibilities

DWD will use reasonable professional efforts when designing and maintaining websites, but DWD does not provide legal, tax, accounting, medical, or regulatory advice.

Unless an accepted Project Order expressly includes a defined audit, testing standard, or compliance service, DWD does not guarantee that a Customer website complies with every accessibility law or standard, privacy or cookie rule, consumer-protection law, industry regulation, healthcare rule, financial-services rule, advertising rule, licensing requirement, or other local, state, federal, or international requirement.

The Customer must identify special legal, accessibility, privacy, security, language, location, or industry requirements before work begins. The Customer is responsible for determining what policies, disclosures, notices, consent mechanisms, product claims, refund rules, licenses, and legal terms its business requires.

The Customer is also responsible for how it collects, uses, shares, secures, retains, and deletes information received through its website and for verifying the factual and legal accuracy of Customer Materials and approved claims.

8. Prohibited Activities, Suspension, and File Retention

Prohibited Content and Activities

You may not use the services or a website provided by DWD for illegal activity, fraud, deceptive claims, malware, phishing, harmful code, infringement, threatening or unlawfully discriminatory material, pornographic material, unlicensed gambling, unauthorized data collection, security attacks, impersonation, harassment, or the unlawful sale or promotion of regulated products.

You may not use the services in a way that violates a third party’s platform policies or rights or places DWD’s accounts, infrastructure, reputation, personnel, or other customers at material risk.

DWD may refuse, remove, disable, or suspend content or service when DWD reasonably believes it creates a legal, security, reputational, technical, hosting, or platform-policy risk. Immediate action may be taken without advance notice when reasonably necessary to prevent harm or comply with law or a third-party requirement.

Chargebacks and Billing Disputes

Before initiating a payment dispute or chargeback, you agree to contact DWD in good faith and provide a reasonable opportunity to investigate and resolve the billing issue, except where applicable law or payment-network rules give you a right that cannot be restricted.

You must not knowingly submit a false, fraudulent, misleading, or improper chargeback. DWD may suspend service while a chargeback or payment dispute is investigated and may terminate service after an improper or fraudulent chargeback. Suspension or termination does not waive DWD’s right to collect valid unpaid amounts or submit relevant records to the payment processor.

Suspension or Termination by DWD

DWD may suspend or terminate service for nonpayment, abusive or threatening behavior, illegal content or conduct, fraud, a security risk, failure to cooperate, repeated unreasonable demands, misuse, infringement, an improper chargeback, a material breach, conduct placing systems or third parties at risk, or a request DWD cannot safely, lawfully, or reasonably continue performing.

When reasonable, DWD will provide notice and an opportunity to correct the issue. DWD may act immediately when delay could create harm, legal exposure, data loss, a security risk, or a third-party policy violation.

File Retention After Service Ends

You are responsible for retaining copies of all Customer Materials.

Subject to legal, accounting, security, and contractual retention requirements, DWD may delete website files, backups, messages, content, credentials, design files, and related working materials beginning 30 days after service ends. DWD does not guarantee that any particular file or backup will remain available during or after that period.

DWD may retain the final agreement, Project Orders, Change Orders, acceptance records, invoices, payment records, approvals, and other core business records for legal, tax, accounting, security, and dispute-resolution purposes. Personal information in those records is handled under the Privacy Policy.

9. Service Disclaimers, Liability Limits, and Indemnification

No Guaranteed Outcomes

DWD provides website design, hosting, maintenance, updates, and related services but does not guarantee a particular outcome.

DWD does not guarantee search-engine rankings, indexing, AI-search citations or placement, website traffic, leads, calls, messages, inquiries, sales, revenue, profit, growth, advertising performance, platform approval, uninterrupted hosting, error-free operation, compatibility with every device or outside service, complete protection from security threats or data loss, or another particular technical, marketing, financial, or business result.

You remain responsible for operating, marketing, managing, and legally maintaining your business, organization, products, and services.

Limited Service Warranty and Opportunity to Cure

DWD will use reasonable professional efforts to perform the express scope in the applicable plan or Project Order. If you believe DWD materially failed to perform that scope, you must provide reasonably detailed notice and a reasonable opportunity for DWD to investigate and, when appropriate, correct or reperform the affected work.

Except for an express promise in the agreement and to the fullest extent permitted by law, services and any subscription access are provided “as available.” DWD disclaims implied warranties of merchantability, fitness for a particular purpose, title, noninfringement based on Customer Materials, uninterrupted availability, and error-free operation to the extent those warranties apply to the services. Nothing in these Terms excludes a warranty or right that cannot lawfully be excluded.

Customer Indemnification

To the fullest extent permitted by law, the Customer will defend, indemnify, and hold harmless DWD and its owner, employees, and contractors from third-party claims, demands, proceedings, damages, judgments, liabilities, penalties, losses, and reasonable legal fees and expenses arising from or related to:

Customer Materials or instructions;
The Customer’s products, services, business practices, or use of the website;
False, misleading, unlawful, or unsubstantiated Customer claims;
Copyright, trademark, privacy, publicity, contract, or other rights violations involving Customer Materials;
The Customer’s violation of law or material breach of the agreement; or
The Customer’s collection or handling of personal, financial, transaction, or customer information.

DWD will provide reasonable notice of a covered claim when practicable and reasonable cooperation at the Customer’s expense. The Customer may not settle a claim in a way that imposes liability, an admission, a payment obligation, or a continuing duty on DWD without DWD’s written approval. DWD may participate with counsel of its choosing at its own expense, except when a conflict or the Customer’s failure to defend reasonably requires DWD to assume control at the Customer’s expense.

The Customer has no indemnification obligation to the extent a final judgment determines that the claim was caused by DWD’s willful misconduct or by DWD Materials that DWD supplied without Customer modification or instruction.

Exclusion of Certain Damages

To the fullest extent permitted by law, DWD will not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages. This exclusion includes claimed losses involving lost profits, sales, revenue, customers, opportunities, goodwill, reputation, business interruption, data, search placement, or the cost of substitute services.

This exclusion applies regardless of whether the claim is stated in contract, tort, including negligence, strict liability, statute, or another legal theory and even if DWD was informed that such damages were possible.

Limitation of Liability

To the fullest extent permitted by law, DWD’s total aggregate liability arising from or related to the same or related services, website, subscription, Custom Project, or agreement will not exceed the greater of:

$500; or
The fees the Customer paid to DWD for the specific service giving rise to the claim during the six months immediately preceding the event giving rise to the claim.

The parties intend this cap to apply to claims in contract and in tort, including claims alleging DWD’s ordinary negligence, as well as claims based on strict liability, statute, or another legal theory. It applies collectively to all claims arising from the same or related events.

The exclusions and cap do not limit the Customer’s payment obligations, the Customer’s indemnification obligations, either party’s liability for fraud, willful misconduct, or gross negligence, the Customer’s infringement or misappropriation of DWD’s intellectual property, or another liability that cannot legally be limited or excluded.

The Customer acknowledges that the prices reflect this allocation of risk. If a Project Order expressly provides a different liability cap for a particular Custom Project, that project-specific cap controls.

Duty to Reduce Loss

Each party must take reasonable steps to avoid or reduce losses that could have been prevented after learning of a problem. This includes timely notice, preserving relevant records, securing compromised accounts, and allowing reasonable corrective work when appropriate.

Events Outside Reasonable Control

DWD is not responsible for delay, interruption, failure, or loss caused by events outside DWD’s reasonable control, including internet or utility outages, hosting or domain-system failures, cyberattacks not caused by DWD’s failure to use reasonable care, third-party service interruptions, government action, changes in law, labor disruptions, fire, flood, severe weather, natural disaster, public-health emergency, severe illness, equipment failure, or supply or software shortage.

Deadlines will be extended for the duration of the interfering event and a reasonable recovery period. Payment remains due for work already completed and noncancelable costs already incurred.

10. Dispute Resolution and Governing Law

Informal Dispute Resolution First

Before filing a lawsuit or other legal proceeding, the complaining party must send written notice describing the nature of the dispute, relevant events, requested resolution, and reasonably available supporting information.

Notices to DWD must be sent to joshuadaviswebdesign@gmail.com with the subject line “Legal Notice.” Both parties will make good-faith efforts to resolve the dispute for 30 days after receipt of the notice.

If the dispute is not resolved during that period, either party may bring an eligible claim in small claims court or another court with jurisdiction. Nothing in this section prevents a party from seeking urgent temporary relief reasonably necessary to prevent immediate harm, data loss, infringement, or a security threat. It also does not prevent a legally required regulatory report, chargeback, or agency complaint.

Governing Law and Venue

The agreement and any dispute arising from or related to it are governed by Oregon law, without regard to conflict-of-law principles, except where applicable law requires otherwise.

Where legally permitted, a legal proceeding must be filed in an appropriate state court serving Marion County, Oregon, or the federal court with jurisdiction over Marion County. This provision does not eliminate a consumer’s right to use another venue when applicable law requires it or a small claims court that has proper jurisdiction.

Unless a statute, court order, Project Order, or applicable law provides otherwise, each party is responsible for that party’s own legal fees and costs.

11. Electronic Acceptance, Notices, and Records

Affirmative Acceptance

The Customer accepts these Terms by checking an unselected acceptance box, electronically signing, accepting a Project Order through the designated system, or completing a purchase after a clear and conspicuous notice states that the action constitutes agreement and provides a reasonably conspicuous link to these Terms.

The acceptance interface should identify the Terms version or effective date and allow the Customer to open, save, and print the applicable Terms before acceptance. A general footer link, silence, inactivity, or website browsing by itself does not constitute acceptance of a service agreement.

Electronic Communications

The parties agree to conduct service transactions electronically. Electronic records, signatures, confirmations, emails, acceptance logs, and text messages may satisfy requirements for writing, approval, acceptance, notice, or authorization to the extent permitted by law.

Automated estimates, confirmations, invoices, and project messages may be filtered into spam or junk folders. The Customer is responsible for providing a working email address, monitoring it and its spam folder for expected messages, and notifying DWD if an expected record does not arrive. A failed automated estimate email does not create a contract or guarantee a quoted price.

Service Notices

Written notice under the agreement may be provided by email, text message, mail, a billing or customer portal, or another electronic method regularly used by the parties. DWD may send notices to the most recent contact information supplied by the Customer. The Customer must keep that information current.

This section governs contractual communications but does not replace a method of service of process or government notice that applicable law requires.

Records and Versions

DWD may retain records identifying the Customer, acceptance date and time, typed acceptance name, email address, Project or Order ID, accepted Project Order and Change Orders, integrity record, payment record, and the version of these Terms presented at acceptance.

DWD will make the applicable Terms and order acknowledgment available in a form that can be retained and accurately reproduced. You should save or print them for your records.

12. Formal and General Terms

Entire Agreement

The accepted Project Order, Change Orders, applicable plan description, payment or order record, and these Terms constitute the entire agreement concerning the purchased services. They replace prior conversations, statements, proposals, representations, and informal promises concerning those services.

Changes to a fixed-scope Custom Project require an accepted Change Order or another written or electronic agreement. An invoice, operational message, or informal discussion does not change the scope by itself.

Changes to Services and These Terms

DWD may change, replace, remove, or discontinue a service feature when reasonably necessary because of technical requirements, security needs, third-party changes, legal requirements, compatibility, cost, or reliability. DWD will provide reasonable notice when a change materially reduces an active paid service, unless urgent action is reasonably necessary to protect security, comply with law, or respond to a third-party shutdown.

DWD may update these Terms prospectively. An update applies to new orders accepted after its effective date.

Before a material update applies to an active Subscription Service, DWD will provide at least 30 days’ clear written or electronic notice that can be retained and that explains the change and how to cancel. If law requires affirmative consent to the update, DWD will obtain it. A material update will not retroactively alter completed work, accrued rights, or an accepted fixed-scope Project Order without mutual agreement.

Updating these Terms does not by itself change a recurring price. Price changes require the separate notice described in Section 2.

No Waiver

A failure or delay in enforcing a provision does not waive the right to enforce that provision or another provision later. A waiver is effective only when expressly given in writing and applies only to the event it identifies.

Assignment and Contractors

The Customer may not transfer or assign the agreement, subscription, or subscription-website license without DWD’s prior written approval. A sale, transfer, or reorganization of the Customer’s business does not automatically transfer the agreement. This restriction does not eliminate the Customer’s domain-transfer rights under Section 4.

DWD may assign the agreement as part of a merger, reorganization, sale of substantially all relevant assets, or transfer to a successor that assumes DWD’s obligations. DWD may use employees, contractors, and service providers to perform technical, administrative, hosting, or design work while remaining responsible for DWD’s express obligations under the agreement.

Independent Contractor

DWD provides services as an independent contractor. Nothing creates an employment relationship, partnership, agency, fiduciary relationship, franchise, or joint venture between DWD and the Customer. Neither party may bind the other unless expressly authorized in writing.

No Third-Party Beneficiaries

The agreement benefits only DWD and the Customer. No other person or organization receives a contractual right or remedy under it.

Severability and Survival

If a provision is found invalid, unlawful, or unenforceable, it will be modified or enforced to the greatest extent permitted by law. The remaining provisions will continue in effect.

Provisions concerning amounts owed, ownership, intellectual property, Customer responsibilities, portfolio rights, third-party materials, confidentiality, record retention, file deletion, indemnification, warranty disclaimers, liability, disputes, and governing law survive cancellation, expiration, or termination to the extent their nature requires.

Headings and Interpretation

Headings are for convenience only and do not limit or expand the agreement. “Including” means “including without limitation.” A reference to “written” communication includes an electronic record unless applicable law requires a different form.

13. Contact Information

Questions, cancellation requests, billing concerns, and contractual notices may be directed to:

Davis Web Design LLC
Operational base: Salem, Oregon
Website: daviswebdesign.com
Email: joshuadaviswebdesign@gmail.com
Mailing address: The current mailing address shown on DWD’s most recent invoice or written business notice