Lemon Web Design LLC

This is a legal and binding contract between Lemon web design llc and the Client.

LEMON WEB DESIGN LLC

WEBSITE DESIGN, DEVELOPMENT, HOSTING & MAINTENANCE AGREEMENT

This Website Design, Development, Hosting & Maintenance Agreement (“Agreement”) is entered into between Lemon Web Design LLC, a Georgia limited liability company (“Developer”), and the individual, company, organization, church, nonprofit organization, or other entity identified in the applicable proposal, invoice, order form, or project agreement (“Client”).

This Agreement, together with any proposal, invoice, statement of work, service plan, project specification, or written addendum accepted by the Client, constitutes the agreement between Developer and Client concerning the applicable website, hosting, maintenance, development, or related services.

1. AUTHORIZATION

Client engages Developer as an independent contractor to design, develop, improve, maintain, host, configure, or otherwise provide services relating to Client’s website.

Client authorizes Developer, when reasonably necessary to perform the services, to access Client-owned hosting accounts, domain accounts, DNS settings, website administration systems, databases, FTP/SFTP accounts, SSH accounts, email systems, APIs, third-party platforms, analytics systems, advertising accounts, payment gateways, or other technology services for which Client has provided authorization or credentials.

Client authorizes the applicable hosting provider and other service providers to provide Developer with the access reasonably necessary to perform the agreed services.

Client further authorizes Developer to submit or connect the completed website to search engines, directories, analytics systems, Google Search Console, Google Business Profile, or similar services when such services are included in the applicable project or service plan.

Developer is an independent contractor and not an employee, partner, agent, or joint venturer of Client.

2. SCOPE OF SERVICES

The specific scope of each project shall be defined by the applicable proposal, estimate, invoice, service plan, project agreement, statement of work, or written communication accepted by the Client.

Services may include, as applicable:

• website design;
• WordPress development;
• custom website development;
• e-commerce development;
• responsive mobile design;
• website hosting;
• website maintenance;
• website security;
• backups;
• domain configuration;
• DNS configuration;
• SSL installation;
• email integration;
• contact forms;
• database development;
• graphics and banner design;
• SEO configuration;
• Google Search Console configuration;
• Google Business Profile assistance;
• analytics integration;
• third-party API integration;
• website migration;
• software configuration;
• custom programming; and
• technical support.

Any service not expressly included in the applicable project agreement may require additional fees.

STANDARD WEBSITE SERVICES

3. DOMAIN REGISTRATION AND DOMAIN SERVICES

At Client’s request, Developer may assist with registering, renewing, configuring, transferring, or connecting a domain name.

Unless otherwise stated in writing, domain registration fees, renewal fees, transfer fees, premium-domain charges, redemption fees, and third-party domain-provider fees are the Client’s responsibility.

If a hosting package expressly includes one year of domain registration, that benefit applies only for the period and domain specified in the applicable plan.

Where practical, domains intended to be owned by Client should be registered in Client’s name or Client-controlled account.

If Developer registers or manages a domain on Client’s behalf, Client remains responsible for timely payment of all applicable renewal fees.

Developer does not guarantee the availability of any requested domain name.

If the desired domain name is owned by another party, acquisition or negotiation with the existing owner is outside the standard project scope unless separately agreed.

4. CLIENT-PROVIDED CONTENT

Client is responsible for supplying website content reasonably necessary to complete the project, including, as applicable:

• text;
• company information;
• service descriptions;
• product descriptions;
• logos;
• photographs;
• videos;
• pricing;
• contact information;
• legal notices;
• privacy policies;
• shipping information;
• refund policies;
• product data; and
• other business information.

Content should be supplied electronically in a reasonably usable format.

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

5. LINKS

Developer may configure internal links, external links, email links, telephone links, social-media links, and other website navigation as reasonably required by the project.

Client is responsible for the accuracy and legality of destinations and third-party websites requested by Client.

Developer is not responsible for the continued availability, content, security, or privacy practices of third-party websites.

6. PHOTOGRAPHS, GRAPHICS, AND MEDIA

Client may supply photographs, graphics, videos, audio files, logos, or other media for use on the website.

Developer may also use properly licensed stock photography, graphics, icons, video, fonts, or similar assets under Developer’s applicable licenses.

Third-party licensed assets remain subject to the terms of their respective licenses and are not automatically transferred to Client.

Client acknowledges that some stock assets may be licensed for use within the completed website only and may not be independently redistributed or transferred.

7. GRAPHIC DESIGN SERVICES

If included in the applicable project, Developer may create or modify:

• website graphics;
• banners;
• promotional graphics;
• icons;
• website layout elements;
• logos;
• photography;
• advertising graphics; or
• other visual assets.

Substantial graphic work beyond the agreed scope may require additional fees.

8. WEB TECHNOLOGIES

Developer may use technologies including, without limitation:

• HTML;
• CSS;
• JavaScript;
• PHP;
• MySQL or MariaDB;
• WordPress;
• WooCommerce;
• APIs;
• cloud services;
• third-party frameworks;
• content management systems;
• database software; and
• other web-development technologies.

Developer may update, substitute, replace, or discontinue particular technologies when reasonably necessary for security, compatibility, licensing, or operational purposes.

9. RESPONSIVE DESIGN AND BROWSER COMPATIBILITY

Developer will use commercially reasonable efforts to make the website functional on current versions of commonly used modern browsers and common desktop, tablet, and mobile screen sizes.

Supported browsers may include current versions of:

• Google Chrome;
• Apple Safari;
• Microsoft Edge;
• Mozilla Firefox; and
• comparable modern browsers.

Developer does not guarantee identical appearance across all browsers, devices, operating systems, screen sizes, accessibility tools, or future software versions.

Compatibility work required because of future browser, operating-system, device, plugin, theme, or third-party software changes may constitute additional work.

10. FORMS AND EMAIL DELIVERY

Where included in the project, Developer may configure website forms to send submissions to an email address designated by Client.

Client acknowledges that email delivery depends on third-party systems, including:

• hosting providers;
• email providers;
• DNS records;
• SMTP services;
• spam filters;
• authentication systems;
• recipient mail servers; and
• third-party APIs.

Developer cannot guarantee that every automated email or form notification will be successfully delivered.

Client is responsible for periodically verifying receipt of website-generated emails.

Third-party email services, SMTP services, Google Workspace, Microsoft 365, Gmail, or other mail systems may require Client authorization or additional subscriptions.

E-COMMERCE SERVICES

11. E-COMMERCE PROJECTS

For e-commerce websites, Client is responsible for supplying accurate:

• product information;
• product photographs;
• pricing;
• inventory information;
• shipping policies;
• tax settings;
• refund policies;
• terms and conditions;
• payment information;
• product variations; and
• other store information.

The final project cost may change when the actual number of products, categories, variations, pages, custom features, integrations, or data-entry requirements exceeds the original project scope.

Products, product pages, photographs, categories, integrations, or data added after the agreed scope has been completed may be separately billed.

Developer does not act as a merchant, payment processor, tax advisor, accountant, shipping provider, or legal advisor for Client.

12. PAYMENT PROCESSING AND SSL

Where online payments are required, Client is responsible for obtaining and maintaining any necessary merchant account, Stripe account, PayPal account, Square account, banking relationship, or other payment-processing service.

Developer may assist with technical integration when included in the project.

Client is responsible for complying with the policies and requirements of its payment processors.

SSL certificates may be supplied through the hosting provider, Developer, or another third party depending on the hosting arrangement.

Developer does not guarantee continued availability of free SSL certificates or third-party security services.

PROJECT CHANGES

13. CLIENT REVISIONS AND CHANGE REQUESTS

Developer encourages Client participation during the development process.

Reasonable revisions within the original scope may be included as specified in the applicable project agreement.

Substantial changes requested after work has already been completed may constitute additional work.

Examples include:

• substantial redesign of an approved page;
• substantial changes to navigation;
• replacing a significant portion of approved content;
• creating additional pages beyond the agreed page count;
• significantly redesigning a logo or graphic;
• adding new functionality;
• adding a new e-commerce feature;
• creating a new database structure;
• adding new integrations; or
• changing the fundamental project requirements.

Developer may provide a separate estimate or Change Request before performing additional work.

14. ADDITIONAL EXPENSES

Client agrees to pay reasonable additional expenses approved by Client or reasonably required because of Client-requested additions.

Additional expenses may include:

• additional pages;
• additional products;
• custom programming;
• premium software;
• commercial plugins;
• stock photography;
• stock video;
• premium fonts;
• API fees;
• payment-gateway fees;
• additional storage;
• third-party subscriptions;
• custom integrations;
• additional graphic design;
• emergency work;
• data-entry services; or
• migration services.

DEVELOPMENT AND DELIVERY

15. PROJECT SCHEDULE

Estimated completion schedules are not guarantees unless Developer expressly agrees to a guaranteed completion date in writing.

Project schedules depend on timely receipt of:

• payment;
• content;
• Client approvals;
• Client feedback;
• required account access;
• product information;
• photographs;
• credentials; and
• other necessary materials.

Delays caused by Client or third-party providers may extend the project schedule.

16. DESIGN APPROVAL

Developer may provide one or more mockups, prototypes, staging versions, or drafts for Client review.

Client may approve designs electronically, including by email, message, project-management system, or other written communication.

Once a design, layout, feature, or project stage is approved, substantial later changes may require additional fees.

17. PROJECT COMPLETION

A project shall be considered substantially complete when the website or agreed deliverables materially conform to the approved project scope and are made available for Client review or deployment.

Minor corrections or maintenance items do not prevent the project from being considered substantially complete.

WEBSITE HOSTING

18. HOSTING OPTIONS

The website may operate under one of two general hosting arrangements:

A. Client-Owned Hosting

The website is hosted in a hosting account independently owned and controlled by Client.

B. Developer Managed Hosting

The website is hosted within infrastructure, hosting accounts, servers, cloud systems, or managed environments operated, controlled, licensed, leased, or maintained by Lemon Web Design LLC.

The applicable hosting arrangement shall be determined by the Client’s service plan or project agreement.

19. CLIENT-OWNED HOSTING

For Client-Owned Hosting projects, Client is responsible for maintaining a hosting environment reasonably compatible with the website.

Client must provide Developer with necessary access.

Developer is not responsible for limitations, outages, security policies, resource restrictions, software restrictions, configuration limitations, performance problems, or other conditions imposed by Client’s hosting provider.

Work required to resolve third-party hosting issues may be separately billed.

20. DEVELOPER MANAGED HOSTING

Where Developer Managed Hosting is selected, Developer may provide or arrange:

• server infrastructure;
• website hosting;
• backups;
• caching;
• monitoring;
• security software;
• SSL;
• server maintenance;
• performance optimization;
• database services; and
• related infrastructure.

The precise services included depend on the applicable hosting plan.

Developer may move a website between servers, data centers, cloud providers, or infrastructure providers when reasonably necessary for security, reliability, performance, maintenance, or operational reasons.

Developer Managed Hosting does not transfer ownership of the underlying server, hosting account, infrastructure, licenses, server software, security system, backup system, or development environment to Client.

SOFTWARE LICENSING, OWNERSHIP AND INTELLECTUAL PROPERTY

21. CLIENT-OWNED MATERIALS

Client retains ownership of materials originally supplied and owned by Client, including, where applicable:

• Client-written content;
• Client logos;
• Client trademarks;
• Client-owned photographs;
• Client videos;
• Client product data;
• Client business information;
• Client-created documents; and
• other intellectual property owned by Client.

Client’s ownership of such materials is not affected merely because those materials are stored within Developer’s hosting environment.

22. CLIENT WARRANTY REGARDING CONTENT

Client represents and warrants that Client owns or has obtained lawful permission to use all text, photographs, graphics, videos, logos, trademarks, music, software, data, or other materials supplied to Developer.

Client agrees to indemnify and hold Developer harmless from claims arising from Client-supplied materials that infringe intellectual-property, privacy, publicity, contractual, or other rights.

23. DEVELOPER-OWNED AND PRE-EXISTING INTELLECTUAL PROPERTY

Developer retains ownership of all pre-existing or independently developed materials, tools, systems, processes, reusable code, templates, libraries, frameworks, workflows, techniques, design systems, development methods, documentation, software components, utilities, automation systems, and other intellectual property owned or developed by Developer.

Use of such materials in Client’s website does not transfer ownership to Client.

24. THIRD-PARTY SOFTWARE AND LICENSED COMPONENTS

Websites may incorporate third-party materials including:

• WordPress;
• WordPress themes;
• WordPress plugins;
• WooCommerce extensions;
• licensed templates;
• stock images;
• stock graphics;
• premium fonts;
• commercial libraries;
• APIs;
• analytics tools;
• security software;
• backup software;
• email-delivery software;
• caching systems;
• page builders;
• form software;
• commercial scripts; and
• other third-party software.

Such components remain subject to their respective licenses.

Payment to Developer does not transfer ownership of third-party software to Client.

25. DEVELOPER, AGENCY, SUBSCRIPTION AND MULTI-SITE LICENSES

Certain themes, plugins, software, stock assets, templates, frameworks, or other components may be licensed to Developer through:

• Developer licenses;
• agency licenses;
• subscription licenses;
• multi-site licenses;
• hosting licenses;
• server licenses; or
• other non-transferable licensing arrangements.

Unless specifically purchased and registered directly in Client’s name, such licenses are not sold or assigned to Client.

Client may be required to purchase independent licenses if Client moves the website outside Developer’s managed environment.

26. NO AUTOMATIC TRANSFER OF WEBSITE OWNERSHIP

Payment in full for website design, development, setup, hosting, maintenance, or related services does not, by itself, transfer to Client ownership of the website, website design, page layouts, visual system, source code, database structure, development files, website configuration, WordPress environment, custom programming, reusable components, or any other intellectual property used to create, operate, host, or maintain the website.

Unless Developer and Client enter into a separate written Intellectual Property Assignment or Website License Agreement that specifically identifies the materials being transferred and Client pays all applicable assignment, buyout, transfer, and license fees, all rights, title, and interest in the website design and Developer-created or Developer-controlled components shall remain the exclusive property of Developer.

Payment for the project grants Client only a limited, revocable, non-exclusive, non-transferable, and non-sublicensable right to use the completed website for Client’s lawful business or organizational purposes while the website remains within Developer’s authorized hosting or service environment and Client remains in compliance with this Agreement.

No ownership, copyright, source-code right, reproduction right, migration right, distribution right, sublicensing right, or right to create derivative copies is granted by implication, by payment, by access to the website, or by delivery of administrative credentials.

Any ownership transfer must be expressly stated in a separate written agreement signed or electronically accepted by Developer. The transfer agreement must identify the specific files, designs, code, or other deliverables being transferred and the applicable license or assignment fee. General references to a “website,” “website design,” “project,” “completed website,” or “full payment” shall not constitute a transfer of copyright or ownership.

Even where a separate written agreement transfers specifically identified custom deliverables, the transfer shall not include:

• Developer’s pre-existing intellectual property;
• reusable source code;
• frameworks;
• Developer tools;
• commercial software;
• WordPress core;
• third-party plugins;
• third-party themes;
• licensed stock media;
• premium fonts;
• Developer or agency licenses;
• server software;
• hosting infrastructure;
• security systems;
• backup infrastructure;
• third-party APIs; or
• other non-transferable components.

Client retains ownership only of Client-Owned Materials described in Section 21 and any additional materials expressly transferred through a separate written assignment executed by Developer.

27. SOURCE CODE AND DEVELOPMENT FILES

Unless expressly identified as a deliverable in writing, payment for a website does not require Developer to provide:

• internal development files;
• reusable libraries;
• proprietary source libraries;
• staging tools;
• build systems;
• internal scripts;
• Developer credentials;
• license keys;
• Developer API keys;
• development documentation;
• server automation;
• proprietary frameworks; or
• other internal development resources.

A website may include source code that is technically accessible through the website environment, but accessibility does not create ownership rights beyond those expressly granted under this Agreement.

Administrative access, editor access, FTP/SFTP access, database access, backup access, or possession of credentials does not authorize Client to download, export, clone, copy, reproduce, migrate, redistribute, sublicense, disclose, or provide any website component to another developer, hosting provider, contractor, or third party.

WEBSITE MIGRATION AND EXPORT

28. WEBSITE MIGRATION

Client may request migration to another hosting provider.

Migration services are not included unless expressly stated in the applicable plan or project agreement.

Migration may require additional fees.

29. FULL SERVER OR WEBSITE EXPORT RESTRICTIONS

For websites operating within the Developer Managed Hosting environment, Developer is not obligated to provide a complete clone or unrestricted export containing Developer-owned or non-transferable licensed materials.

Developer is not required to provide, where doing so would disclose or transfer protected or non-transferable components:

• complete server images;
• complete hosting-account backups;
• unrestricted WordPress installation packages;
• unrestricted wp-content folders;
• complete database dumps containing protected system information;
• server configurations;
• Developer credentials;
• agency license keys;
• software activation keys;
• API credentials;
• proprietary scripts;
• Developer security systems;
• Developer backup systems;
• server automation;
• infrastructure configuration; or
• any material Developer lacks the legal right to redistribute.

Developer’s refusal to provide any such material shall not constitute breach, conversion, withholding of Client property, or failure to deliver the website, provided that Developer makes legally and technically transferable Client-Owned Materials available as required by this Agreement.

29A. PROHIBITION ON UNAUTHORIZED COPYING, CLONING, OR MIGRATION

Without Developer’s prior written consent, Client shall not, directly or indirectly:

• export, clone, copy, duplicate, download, reproduce, migrate, deploy, republish, or redistribute the website or Developer Managed Website Environment, in whole or in substantial part;
• copy or migrate the WordPress database, WordPress installation, wp-content directory, themes, plugins, uploads as an integrated site package, configuration files, custom code, templates, page-builder data, design system, server configuration, or backup archives for deployment outside Developer’s authorized environment;
• use any backup, migration, cloning, scraping, archiving, synchronization, remote-management, file-transfer, database-export, or similar tool for the purpose of reproducing or relocating the website;
• remove, disable, bypass, conceal, alter, or interfere with license controls, access controls, security controls, attribution, ownership notices, API restrictions, or technical measures used to protect Developer’s systems or licensed components; or
• reproduce the existing website’s design, layout, visual arrangement, customized elements, or substantial overall appearance on another domain, server, platform, or hosting account.

Any permission to migrate or reproduce the website must be granted through a separate written agreement signed or electronically accepted by Developer and may require payment of migration, reconstruction, license, assignment, buyout, de-licensing, data preparation, security review, and technical service fees.

29B. PROHIBITION ON THIRD-PARTY COPYING OR MIGRATION

Client shall not authorize, request, instruct, hire, permit, or assist any employee, volunteer, consultant, website developer, hosting company, IT provider, agency, contractor, or other third party to access, copy, export, clone, download, reproduce, migrate, reverse engineer, or deploy the website or Developer Managed Website Environment without Developer’s prior written consent.

Client shall not provide administrative credentials, FTP/SFTP credentials, database credentials, backup files, security credentials, API credentials, or other access information to any third party for such purpose.

Any act performed by a third party at Client’s request, with Client’s assistance, through Client-provided access, or for Client’s benefit shall be treated as an act of Client under this Agreement.

Developer may immediately suspend access, hosting, backups, credentials, technical support, or other services when Developer reasonably believes unauthorized copying, access, export, cloning, or migration has occurred or is being attempted.

30. CLIENT CONTENT EXPORT

Subject to payment in full, Developer will provide reasonable cooperation in making legally and technically transferable Client-owned content available when services terminate.

Transferable Client materials may include, where reasonably practicable:

• Client-provided text;
• Client-owned photographs;
• Client-owned logos;
• Client-owned documents;
• Client-owned product information;
• Client-generated customer or business data where legally transferable; and
• other Client-owned materials.

The specific export format shall be determined by technical feasibility and applicable licensing restrictions.

Client Content Export does not include the right to receive or reproduce the website’s design, layout, page-builder structure, theme configuration, plugin configuration, source code, database structure, integrated WordPress environment, or any complete or substantially complete website package.

31. MIGRATION TO THIRD-PARTY HOSTING

If Client elects to move from Developer Managed Hosting to Hostinger, GoDaddy, Bluehost, WP Engine, SiteGround, or another hosting provider, Client acknowledges that the existing website may depend on components that cannot legally or technically be transferred.

The website may therefore require:

• rebuilding;
• recreation;
• reconfiguration;
• replacement plugins;
• replacement themes;
• new licenses;
• new hosting configuration;
• new email configuration;
• new security systems;
• new backup systems;
• database adaptation;
• new API credentials; or
• other technical work.

Such work is a separate service unless expressly included in writing.

Client-Owned Materials may be used in a newly built website. The existing website’s design, layout, visual arrangement, Developer-created graphics, licensed components, customized elements, source code, configuration, and overall implementation may not be copied or used as a reconstruction template unless Developer expressly authorizes such use in writing and all applicable fees are paid.

32. NO GUARANTEE FOLLOWING THIRD-PARTY MIGRATION

Developer does not guarantee continued operation of any website, database, plugin, theme, email system, form, e-commerce system, API, bulletin-board system, security system, or custom feature after migration outside Developer’s managed environment.

Developer shall not be responsible for issues resulting from:

• third-party migration;
• unauthorized copying;
• software-license deactivation;
• incompatible hosting;
• altered DNS;
• PHP version changes;
• database changes;
• third-party plugin updates;
• theme changes;
• server configuration;
• missing dependencies;
• email configuration;
• security changes; or
• modifications performed by Client or another provider.

Repair services may be separately billed.

WEBSITE MODIFICATIONS

33. CLIENT OR THIRD-PARTY MODIFICATIONS

Client may make modifications to the website if Client has the applicable administrative access.

Permitted modification access is limited to ordinary content administration and other functions expressly authorized by Developer. It does not grant permission to copy, clone, export, migrate, reproduce, reverse engineer, redistribute, sublicense, or provide the website or its components to a third party.

However, Developer is not responsible for damage, errors, downtime, security issues, data loss, layout problems, software conflicts, or other issues caused by Client or third parties.

Repair work requested from Developer may be billed at Developer’s then-current hourly rate, subject to any minimum service charge stated in the applicable service plan.

MAINTENANCE AND TECHNICAL SUPPORT

34. INITIAL MAINTENANCE PERIOD

If included in the project plan, Developer may provide a limited post-launch maintenance period.

Unless otherwise stated in writing, such maintenance is limited to minor corrections relating to the original project and does not include:

• new pages;
• major redesign;
• new features;
• extensive text replacement;
• new products;
• new integrations;
• third-party troubleshooting;
• migration;
• SEO campaigns;
• malware cleanup caused by third-party access;
• custom programming; or
• new software.

The maintenance period begins on the website launch date unless otherwise stated in writing.

35. ONGOING MAINTENANCE PLANS

Developer may offer monthly or annual maintenance plans.

Maintenance plans may include defined amounts of technical support, software maintenance, content updates, security services, backups, monitoring, or other services.

Plan names, pricing, support limits, and included services may change over time and shall be governed by the applicable service plan in effect when purchased.

Work exceeding the applicable plan may be separately billed.

SEARCH ENGINE AND MARKETING SERVICES

36. BASIC SEARCH ENGINE CONFIGURATION

Where included, Developer may configure basic website SEO settings, page titles, descriptions, indexing settings, sitemaps, or Search Console integration.

Developer does not guarantee:

• search-engine rankings;
• search-engine indexing;
• specific traffic levels;
• leads;
• conversions;
• revenue;
• sales; or
• placement on the first page of any search engine.

Search engines independently control their algorithms and rankings.

37. ADVANCED SEO AND MARKETING

Advanced SEO, paid advertising, Google Ads, social-media advertising, content marketing, link building, reputation management, or other ongoing marketing services are separate services unless expressly included in writing.

CLIENT RESPONSIBILITIES

38. ACCURATE INFORMATION

Client is responsible for providing accurate, current, lawful, and complete information.

Developer is not responsible for inaccurate information supplied by Client.

39. LEGAL COMPLIANCE

Client is solely responsible for determining and complying with laws applicable to Client’s business, website, industry, products, services, customers, data, privacy practices, accessibility obligations, advertising, taxes, shipping, refunds, and electronic commerce.

Developer does not provide legal, accounting, tax, regulatory, or compliance advice unless expressly agreed through an appropriately licensed professional.

40. WEBSITE PRIVACY AND DATA

Client is responsible for determining whether the website requires:

• privacy policies;
• cookie notices;
• terms of use;
• HIPAA compliance;
• CCPA/CPRA disclosures;
• GDPR compliance;
• accessibility notices;
• industry-specific notices;
• data-processing agreements; or
• other legal documents or controls.

Developer may provide technical implementation services but does not guarantee legal compliance.

PAYMENT

41. PAYMENT TERMS

Unless otherwise stated in writing, all project payments, deposits, service fees, hosting fees, software fees, and maintenance fees are payable in advance.

Developer is not obligated to begin or continue work until required payment has been received.

42. ADDITIONAL WORK

Additional work requested outside the agreed scope shall be billed at Developer’s then-current rate or pursuant to a separate estimate.

Developer may require advance payment before beginning additional work.

43. OVERDUE BALANCES

Developer may suspend:

• development;
• website access;
• hosting;
• technical support;
• maintenance;
• email-related services;
• updates; or
• other services

if an account becomes overdue.

Developer may restore services after outstanding balances and applicable restoration fees have been paid.

44. COLLECTION COSTS

To the extent permitted by applicable law, Client shall be responsible for reasonable costs incurred in collecting overdue balances, including collection-agency fees, court costs, and reasonable attorney’s fees where legally recoverable.

REFUND AND CANCELLATION

45. REFUND POLICY

Unless otherwise required by applicable law or expressly stated in writing:

All payments, deposits, setup fees, design fees, development fees, hosting fees, maintenance fees, software fees, and other amounts paid to Developer are non-refundable once paid.

Client acknowledges that Developer may reserve production time, purchase licenses, allocate server resources, perform design work, configure systems, or incur other costs immediately after payment.

46. CLIENT CANCELLATION

Client may cancel a project or recurring service by providing written notice.

Cancellation does not entitle Client to a refund of amounts already paid unless Developer expressly agrees otherwise in writing or applicable law requires otherwise.

Client remains responsible for charges incurred or services performed before the effective cancellation date.

WARRANTIES AND LIABILITY

47. NO GUARANTEE OF BUSINESS RESULTS

Developer does not guarantee that the website will generate any particular:

• traffic;
• revenue;
• customers;
• leads;
• inquiries;
• sales;
• search-engine rankings; or
• business results.

48. THIRD-PARTY SERVICES

Developer is not responsible for failures or interruptions caused by third parties, including:

• hosting providers;
• domain registrars;
• cloud providers;
• internet-service providers;
• payment processors;
• email providers;
• search engines;
• social-media platforms;
• software vendors;
• APIs;
• plugin developers;
• theme developers; or
• telecommunications providers.

49. SERVICE AVAILABILITY

Developer will use commercially reasonable efforts to provide reliable services but does not guarantee uninterrupted or error-free operation.

Temporary downtime may occur because of:

• maintenance;
• upgrades;
• internet outages;
• server failures;
• cyberattacks;
• third-party outages;
• software bugs;
• DNS failures;
• network failures;
• force majeure events; or
• circumstances beyond Developer’s reasonable control.

50. BACKUPS

Where backups are included in a hosting or maintenance plan, Developer will use commercially reasonable efforts to maintain backups.

Backups are not guaranteed to be complete, current, error-free, or restorable in every circumstance.

Client should maintain independent copies of critical business information where appropriate.

51. SECURITY

Developer will use commercially reasonable security measures appropriate to the applicable service.

No internet-connected system can be guaranteed to be completely secure.

Developer does not guarantee that a website will never experience:

• hacking;
• malware;
• spam;
• data theft;
• unauthorized access;
• denial-of-service attacks;
• software vulnerabilities; or
• other cybersecurity incidents.

52. LIMITATION OF LIABILITY

To the fullest extent permitted by applicable law, Developer shall not be liable for indirect, incidental, consequential, special, punitive, or exemplary damages, including lost profits, lost revenue, loss of business, loss of data, loss of goodwill, or business interruption arising from the services.

To the fullest extent permitted by applicable law, Developer’s aggregate liability arising from a particular claim shall not exceed the amount actually paid by Client to Developer for the specific service giving rise to that claim during the six months immediately preceding the event giving rise to the claim.

Nothing in this Agreement excludes liability that cannot legally be excluded or limited.

PROHIBITED USE

53. UNLAWFUL OR ABUSIVE CONTENT

Client shall not use Developer’s services for unlawful, fraudulent, abusive, malicious, infringing, or harmful activity.

Developer may refuse or terminate services involving:

• unlawful activity;
• malicious software;
• unauthorized access;
• spam;
• intellectual-property infringement;
• fraudulent activity;
• exploitation;
• content that violates applicable law;
• activities that threaten server security; or
• activities prohibited by Developer’s hosting providers.

INDEMNIFICATION

54. CLIENT INDEMNIFICATION

To the extent permitted by law, Client agrees to defend, indemnify, and hold harmless Lemon Web Design LLC and its members, contractors, subcontractors, employees, and agents from third-party claims, liabilities, damages, costs, and reasonable attorney’s fees arising from:

• Client-provided content;
• Client’s products or services;
• Client’s business practices;
• Client’s violation of law;
• Client’s infringement of third-party rights;
• Client’s misuse of the website;
• Client’s customer transactions; or
• information or materials supplied by Client.

SUBCONTRACTORS

55. ASSIGNMENT OF PROJECT WORK

Developer may use qualified employees, independent contractors, vendors, specialists, software providers, hosting companies, or subcontractors to perform portions of the services.

Developer remains responsible for managing the contracted project obligations owed directly by Developer to Client.

PORTFOLIO RIGHTS

56. DEVELOPER PORTFOLIO

Unless otherwise agreed in writing, Developer may display the completed website, screenshots, graphics, or non-confidential descriptions of the project in Developer’s portfolio, website, social media, proposals, advertising, or marketing materials.

Developer shall not intentionally disclose Client confidential information solely for portfolio purposes.

TERMINATION

57. TERMINATION OF SERVICES

Either party may terminate ongoing services as permitted by the applicable service plan or written agreement.

Termination of hosting, maintenance, or support services does not automatically terminate outstanding payment obligations.

58. CLIENT PROPERTY UPON TERMINATION

Subject to full payment of all amounts due, Developer will provide reasonable cooperation concerning property and materials actually owned by Client and within Developer’s possession or control.

For purposes of this Agreement, Client property does not include:

• Developer intellectual property;
• reusable code;
• Developer frameworks;
• Developer templates;
• Developer tools;
• hosting infrastructure;
• server configurations;
• Developer licenses;
• agency licenses;
• third-party licenses;
• software activation keys;
• Developer passwords;
• Developer API credentials;
• Developer security infrastructure;
• Developer backup infrastructure; or
• other materials Developer does not own or does not have the legal right to transfer.

For avoidance of doubt, full payment of invoices does not convert Developer intellectual property, the website design, the integrated website environment, or any non-transferred deliverable into Client property. Only Client-Owned Materials and materials expressly assigned through a separate written agreement executed by Developer shall be treated as Client property.

59. EFFECT OF TERMINATION OF DEVELOPER MANAGED HOSTING

Termination of Developer Managed Hosting does not require Developer to provide a complete server clone, complete hosting backup, complete WordPress environment, unrestricted database copy, or other package containing Developer-owned or non-transferable licensed components.

Developer shall instead provide reasonable cooperation regarding transferable Client-owned materials as described in this Agreement.

Upon termination, Client’s limited right to use Developer-owned or Developer-controlled website components shall end unless Developer expressly grants a continuing license in writing. Client and any third party acting for Client shall not retain, deploy, restore, reproduce, or operate a copied version of the Developer Managed Website Environment after termination.

DEFAULT

60. MATERIAL DEFAULT

If either party materially breaches this Agreement, the non-breaching party may provide written notice describing the breach.

Unless immediate termination is reasonably necessary because of illegal activity, security risk, nonpayment, abuse, or other serious circumstances, the breaching party shall have twenty (20) days from receipt of written notice to cure the material breach.

If the breach is not cured within that period, the non-breaching party may terminate the applicable Agreement or services.

Developer may suspend services earlier when reasonably necessary to protect infrastructure, security, legal compliance, or payment interests.

NOTICES

61. NOTICES

Formal notices under this Agreement may be provided by:

• email;
• certified mail;
• recognized overnight delivery;
• electronic project-management system; or
• another written method reasonably designed to provide notice.

Routine project communications and approvals may be provided by email or other electronic communication.

AGE AND AUTHORITY

62. AUTHORIZED REPRESENTATIVE

The individual accepting this Agreement on behalf of Client represents that he or she:

• is at least eighteen (18) years old; and
• has legal authority to bind Client to this Agreement.

ELECTRONIC COMMERCE

63. TAXES, TARIFFS AND COMMERCIAL REGULATIONS

Client is solely responsible for complying with taxes, tariffs, sales-tax requirements, marketplace laws, consumer-protection requirements, shipping laws, product regulations, and other laws applicable to Client’s online commerce.

Developer is not responsible for calculating or advising Client concerning legal or tax obligations.

DISPUTES AND GOVERNING LAW

64. GOVERNING LAW

This Agreement shall be governed by and construed under the laws of the State of Georgia, without regard to conflict-of-law principles.

65. VENUE

Subject to any enforceable written arbitration provision agreed by the parties, any legal proceeding arising from this Agreement shall be brought in a court of competent jurisdiction located in Georgia.

If the parties wish to designate a specific county or judicial district, that location should be identified in the applicable signed contract or addendum.

66. ATTORNEY’S FEES

Where permitted by applicable law or awarded by a court or arbitrator, the prevailing party may recover reasonable attorney’s fees and litigation costs.

GENERAL CONTRACT TERMS

67. ENTIRE AGREEMENT

This Agreement, together with the applicable proposal, invoice, service plan, statement of work, project agreement, and any signed or electronically accepted written addenda, constitutes the entire agreement between the parties concerning the applicable services.

It supersedes prior oral or written understandings relating to the same subject matter.

68. ORDER OF PRECEDENCE

If there is a conflict between documents, the following order shall apply unless expressly stated otherwise:

1. a subsequently signed written amendment;
2. the applicable signed Statement of Work or Project Agreement;
3. the applicable service plan or proposal;
4. this Agreement; and
5. other routine project communications.

69. MODIFICATIONS

Any material modification to this Agreement must be in writing and accepted by both parties.

Electronic acceptance, including email confirmation or an approved electronic-signature system, may satisfy this requirement where legally permitted.

70. SEVERABILITY

If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall continue in full force to the maximum extent permitted by law.

71. WAIVER

Failure by either party to enforce a provision of this Agreement on one occasion shall not constitute a waiver of that provision on another occasion.

72. ASSIGNMENT

Client may not assign this Agreement without Developer’s prior written consent, except as part of a lawful sale or reorganization of Client’s business where the successor agrees to assume Client’s obligations.

Developer may assign this Agreement to an affiliate, successor, purchaser, or entity acquiring substantially all of Developer’s applicable business operations.

73. FORCE MAJEURE

Neither party shall be liable for delay or failure caused by circumstances beyond its reasonable control, including:

• natural disasters;
• severe weather;
• war;
• terrorism;
• civil unrest;
• labor disruption;
• government action;
• internet outage;
• utility failure;
• cloud-provider failure;
• cyberattack;
• telecommunications failure;
• public-health emergency; or
• similar events.

74. SURVIVAL

Provisions concerning:

• payment obligations;
• intellectual property;
• licensing;
• confidentiality;
• limitations of liability;
• indemnification;
• migration restrictions;
• dispute resolution; and
• ownership

shall survive termination of this Agreement to the extent necessary to give them effect.

PAYMENT ACCEPTANCE

75. PAYMENT TO DEVELOPER

Payments shall be made to Lemon Web Design LLC, or through a payment method designated by Developer.

Unless otherwise stated in writing, payment must be received before Developer begins the applicable work or service period.

ELECTRONIC ACCEPTANCE

76. ELECTRONIC SIGNATURE AND ACCEPTANCE

Client acknowledges that acceptance of this Agreement may occur through:

• physical signature;
• electronic signature;
• acceptance of an online proposal;
• payment of an invoice that expressly incorporates this Agreement;
• written electronic confirmation; or
• another legally recognized method of electronic assent.