Master Website Service Agreement

This Master Website Service Agreement (“Agreement”) governs website design, development, Website Care, and related services provided by Apex Web Partners LLC (“Apex”) to a customer (“Client”).

The specific services, project fee, recurring charges, deliverables, and other project-specific terms will be identified in a proposal, order, checkout, invoice, Statement of Work (“SOW”), or other written project document accepted by the Client.

The Agreement and applicable SOW together form the agreement between Apex and Client.

1. Acceptance

A Client accepts this Agreement when the Client, as applicable:

• Signs it electronically or physically;
• Electronically accepts it during checkout or onboarding;
• Accepts a proposal expressly incorporating it;
• Authorizes Apex to begin services under an SOW that incorporates it; or
• Makes payment after being provided notice that the applicable services are governed by this Agreement.

The individual accepting this Agreement on behalf of a business represents that they have authority to bind that business.

2. Services

Apex will provide the services expressly identified in the applicable SOW.

Services not identified in the SOW are outside the project’s scope unless Apex and Client agree to add them.

Possible services may include:

• Website design;
• Website development;
• Responsive implementation;
• Content placement;
• Contact or inquiry forms;
• Basic integrations;
• Deployment;
• Website maintenance;
• Website Care;
• Technical updates;
• Hosting-related administration; or
• Other specifically identified services.

No service should be considered included solely because it was discussed generally during a sales conversation unless it is included in the accepted scope or subsequently added in writing.

3. Project Scope

The SOW establishes the project’s expected:

• Deliverables;
• Number or type of pages;
• Included functionality;
• Client responsibilities;
• Approximate schedule;
• Revision allowance;
• Third-party services;
• Project fee;
• Payment schedule; and
• Recurring services, if any.

Material additions or changes may require a revised SOW, change order, additional fee, or schedule adjustment.

4. Client Responsibilities

Client agrees to provide information and cooperation reasonably necessary for Apex to perform the services.

This may include:

• Logos;
• Brand assets;
• Text;
• Images;
• Product or service information;
• Contact information;
• Policies;
• Credentials;
• Domain access;
• Hosting access;
• Third-party account access;
• Required approvals; and
• Timely feedback.

Client is responsible for the accuracy, legality, and completeness of materials supplied by Client.

Apex is not responsible for delays caused by Client’s failure to provide required information, approvals, access, or feedback.

5. Project Schedules

Any schedule or estimated completion date depends upon timely Client cooperation and the absence of circumstances outside Apex’s reasonable control.

Unless Apex expressly guarantees a deadline in writing, project dates are good-faith estimates rather than guarantees.

A Client delay may extend the project schedule.

6. Payment

Client agrees to pay the fees stated in the applicable SOW, invoice, order, or checkout.

Payment schedules may include deposits, milestone payments, final payments, recurring payments, or another agreed structure.

Apex is not required to begin or continue work when a required payment is overdue.

Where permitted by the applicable agreement, Apex may suspend services or delivery while an undisputed required payment remains unpaid.

7. Recurring Billing

If Client purchases recurring Website Care or another recurring service, Client authorizes Apex and its payment processor to charge the agreed recurring amount at the agreed interval until properly cancelled or terminated.

Recurring service fees are separate from one-time project fees unless expressly stated otherwise.

Cancellation of recurring services does not automatically reverse charges for service periods already provided or begun.

8. Revisions

A revision is a reasonable modification to work already produced within the approved scope.

A revision is not a new feature, new page, substantial redesign, new business direction, replacement project, or other material expansion of scope.

The applicable SOW may establish a specific revision allowance.

Requests exceeding the included revision allowance or materially changing the approved scope may require:

• Additional fees;
• A change order;
• A new SOW; or
• A revised schedule.

Minor corrections necessary to make the delivered work conform to the agreed scope are not intended to be treated as paid “revisions.”

9. Scope Changes

A request may constitute additional scope when it materially changes:

• Page count;
• Features;
• Integrations;
• Design direction after approval;
• Content volume;
• Data requirements;
• E-commerce functionality;
• Custom software requirements;
• Third-party integrations; or
• Other agreed deliverables.

Apex will not intentionally perform material out-of-scope work and then surprise Client with an undisclosed charge.

Where practical, Apex will identify the scope change before performing material additional work.

10. Client Approvals

Apex may request approval at designated stages.

Client is responsible for reviewing work carefully before approval.

Approval of a stage may establish the baseline for subsequent work. Requests to substantially reverse previously approved work may constitute additional scope.

11. Client Content

“Client Content” includes text, images, photographs, video, logos, trademarks, data, documents, and other materials supplied by or on behalf of Client.

Client retains ownership of Client Content.

Client represents that it owns, licenses, or otherwise has sufficient rights to provide Client Content to Apex and authorize its use for the project.

Client is responsible for claims arising from Client Content that infringes another party’s rights or violates law, except to the extent a claim results from Apex’s unauthorized alteration or use outside the Client’s instructions and agreed services.

12. Apex Materials

Apex retains ownership of its pre-existing and general-purpose materials, including:

• Internal tools;
• Frameworks;
• Libraries;
• Reusable code;
• Development methods;
• Processes;
• Templates;
• Components;
• Automation systems;
• Know-how;
• Documentation;
• Design systems; and
• Other materials not created exclusively for Client.

Apex may reuse general knowledge, techniques, components, and non-client-specific materials in other projects.

13. Ownership of Final Deliverable

Unless the applicable SOW states otherwise, after Apex receives all amounts due for the project, Client receives ownership of the final custom website content and custom project deliverables created specifically for Client, excluding:

• Apex Materials;
• Third-party materials;
• Open-source software;
• Licensed fonts;
• Stock media;
• Third-party templates or components;
• Software governed by separate licenses; and
• Services or accounts owned by third-party providers.

Any Apex Materials embedded in the final deliverable remain owned by Apex, but Client receives the rights reasonably necessary to use the completed website for its intended business purpose.

14. Portfolio Rights

Unless Client and Apex agree otherwise in writing, Client grants Apex permission to identify Client as a customer and display publicly available portions of the completed project for reasonable portfolio and self-promotional purposes.

This may include:

• Screenshots;
• Public website links;
• Client’s business name;
• Client’s logo as displayed in the project; and
• A factual description of the services performed.

Apex will not intentionally disclose Client confidential information through portfolio use.

If Client reasonably requires confidentiality concerning the project, the parties may agree to different portfolio terms in writing.

15. Third-Party Services

Projects may depend upon third-party products or services, including:

• Domain registrars;
• Hosting providers;
• Payment processors;
• Email services;
• Databases;
• Analytics providers;
• APIs;
• Fonts;
• Plugins;
• Content-management systems;
• Stock-media providers;
• Software platforms; and
• Other external technology.

Third-party services are governed by their own terms, pricing, availability, privacy practices, and policies.

Unless expressly included in the SOW, Client is responsible for third-party charges associated with Client’s website.

Apex does not control third-party providers and cannot guarantee their continued operation, pricing, compatibility, availability, or security.

Apex will not be responsible for a third-party outage or change that Apex did not cause and could not reasonably control.

If a third-party change requires new development or migration work, that work may constitute additional services.

16. Domains

Domain ownership and registration arrangements should be identified in the applicable SOW or onboarding process.

Where reasonably practical, a domain intended to belong to Client should ultimately be registered to or controlled by Client.

Client is responsible for maintaining accurate domain-account information and renewal where Client controls the account.

Apex is not responsible for expiration caused by Client’s failure to maintain a Client-controlled domain account or payment method.

17. Website Care

If Client purchases Website Care, the service includes only the maintenance and support identified in the applicable Website Care scope.

Website Care does not automatically include:

• Unlimited redesigns;
• Unlimited new pages;
• Major new functionality;
• Custom application development;
• Complete website rebuilds;
• Unlimited content entry;
• Marketing campaigns;
• SEO guarantees;
• Advertising management; or
• Repair of problems caused by unauthorized third-party modifications.

Additional work may be separately quoted.

18. Security

Apex will use reasonable care in implementing services within the agreed scope.

No website can be guaranteed to be immune from every vulnerability, attack, outage, third-party failure, or future security issue.

Client agrees to maintain reasonable security practices for credentials and accounts under Client’s control.

Client should promptly notify Apex of suspected compromise affecting systems managed by Apex.

19. Accessibility

Apex seeks to consider recognized accessibility practices in website development.

Unless specifically stated in an SOW, Apex does not provide a legal certification or guarantee that a website will satisfy every accessibility requirement applicable to Client’s industry, jurisdiction, content, or future modifications.

Client is responsible for informing Apex of any specific accessibility requirement that must be included in the project’s scope.

Apex and Client may separately agree to accessibility remediation, auditing, or ongoing maintenance services.

20. Search Engines and Business Performance

Unless specifically stated otherwise in an SOW, Apex does not guarantee:

• Search-engine ranking;
• Search indexing;
• Traffic;
• Leads;
• Conversion rates;
• Sales;
• Revenue;
• Advertising performance; or
• Business profitability.

Search engines, advertising platforms, markets, competitors, and customer behavior are outside Apex’s control.

21. Acceptable Use and Prohibited Content

Client may not knowingly use services provided or managed by Apex to facilitate:

• Illegal activity;
• Fraud;
• Phishing;
• Malware distribution;
• Unauthorized computer access;
• Intellectual-property infringement;
• Unlawful threats or harassment;
• Exploitation or abuse;
• Deceptive impersonation;
• Illegal sale of regulated goods or services;
• Material that Client lacks the legal right to publish; or
• Other activity that would expose Apex or its infrastructure to material legal, security, or operational risk.

Apex may refuse, suspend, or terminate services involving unlawful or materially abusive activity.

Apex may also decline work that violates the acceptable-use requirements of infrastructure providers necessary to perform the project.

22. Confidentiality

Each party may receive non-public business information from the other.

Each party agrees to use reasonable care to protect confidential information and to use it only as reasonably necessary for the business relationship.

Confidential information does not include information that:

• Becomes public without breach of this Agreement;
• Was already lawfully known by the receiving party;
• Is independently developed without use of the confidential information; or
• Is lawfully received from another source without confidentiality restrictions.

Disclosure may be made where legally required.

23. Cancellation by Client

Client may request cancellation in writing.

Cancellation does not eliminate Client’s obligation to pay:

• Amounts already earned;
• Completed milestones;
• Work properly performed before cancellation;
• Authorized third-party expenses;
• Non-refundable committed costs; or
• Other amounts expressly due under the applicable SOW.

Apex will stop future work within a reasonable period after an effective cancellation, subject to reasonable wind-down and protection of systems or data.

24. Termination by Apex

Apex may suspend or terminate services for a material reason including:

• Material nonpayment;
• Material breach of this Agreement;
• Fraud;
• Illegal activity;
• Abuse of Apex personnel or systems;
• Serious security risk;
• Prohibited content; or
• Continued failure to provide cooperation necessary to perform the project.

When reasonably appropriate, Apex will provide notice and an opportunity to cure a remediable breach before termination.

Immediate suspension may occur when reasonably necessary to address fraud, security threats, illegal activity, or significant harm.

25. Effect of Termination

Upon termination:

• Client remains responsible for amounts properly due;
• Apex will cease future services;
• Recurring billing will cease in accordance with the applicable cancellation terms;
• Each party should return or discontinue unauthorized use of the other’s confidential materials; and
• Provisions intended by their nature to survive termination will remain effective.

Where all required project fees have been paid, Apex will not intentionally withhold Client-owned completed deliverables solely as punishment for cancelling unrelated future recurring services.

26. Refunds

Refund eligibility is determined by:

• Work performed;
• Project stage;
• Third-party expenses;
• The applicable SOW;
• The circumstances of cancellation; and
• Applicable law.

Payments attributable to completed work or non-refundable third-party expenses are generally non-refundable.

Nothing in this Agreement eliminates refund rights that cannot lawfully be waived.

27. Warranties

Apex warrants that it will perform contracted services in a professional manner consistent with the applicable scope.

Except for express commitments contained in this Agreement or an SOW, and to the extent permitted by law, Apex disclaims implied warranties that are legally disclaimable.

Nothing in this provision limits warranties or rights that cannot legally be excluded.

28. Limitation of Liability

To the fullest extent permitted by law, neither party will be liable to the other for indirect, incidental, special, exemplary, punitive, or consequential damages arising from the services.

To the fullest extent permitted by law, Apex’s aggregate liability arising from a particular project will not exceed the amount actually paid to Apex for the services giving rise to the claim during the applicable project or service period.

This limitation does not apply where applicable law prohibits such a limitation.

29. Indemnification

Client agrees to defend or reimburse Apex, as legally appropriate, against third-party claims arising from:

• Client Content;
• Client’s unlawful use of the website;
• Client’s violation of third-party intellectual-property rights;
• Client’s products, services, representations, or business practices; or
• Client’s material breach of this Agreement,

except to the extent the claim was caused by Apex’s own breach, negligence, willful misconduct, or unauthorized conduct.

30. Force Majeure

Neither party will be considered in breach for a delay caused by circumstances beyond its reasonable control, including significant infrastructure failures, natural disasters, governmental actions, widespread network outages, war, civil emergencies, or similar events, provided the affected party makes reasonable efforts to resume performance.

Payment obligations for services already performed are not excused by this provision.

31. Dispute Resolution

Before filing litigation concerning an ordinary contractual dispute, the parties agree to make a good-faith attempt to resolve the matter through direct written communication.

This requirement does not prevent either party from seeking urgent legal relief where reasonably necessary to protect systems, intellectual property, confidential information, or other rights.

32. Governing Law

This Agreement is governed by the laws of the State of Kansas and applicable federal law, without regard to conflict-of-law principles.

Unless applicable law requires otherwise, disputes arising from this Agreement will be brought in a court of competent jurisdiction serving the area in Kansas where Apex maintains its principal business operations.

33. Electronic Communications and Signatures

The parties agree that electronic records, electronic acceptance, and electronic signatures may be used in connection with this Agreement and related SOWs to the extent permitted by applicable law.

34. Assignment

Neither party may assign this Agreement in a manner that materially harms the other party without reasonable consent, except that Apex may assign the Agreement in connection with a merger, reorganization, sale of substantially all relevant business assets, or similar business succession.

35. Entire Agreement

This Agreement together with the applicable SOW, proposal, order, and expressly incorporated documents constitutes the agreement regarding the covered services and supersedes prior inconsistent discussions regarding those services.

A later written SOW may modify this Agreement for that project when it expressly states the applicable modification.

36. Severability

If a provision is determined to be unenforceable, the remaining provisions will continue to the extent legally permitted.

37. No Waiver

Failure to enforce a provision on one occasion does not automatically waive the right to enforce it later.

38. Contact

Apex Web Partners LLC
Email: apexwebpartners@gmail.com
Website: www.apexwebpartners.business
Business Postal Address: [BUSINESS POSTAL ADDRESS]

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