Expanded Version - Last updated: January 21, 2025
This Website Development and Hosting Agreement ("Agreement") is entered into by and between Silly Goose Industries LLC, a Florida limited liability company (hereinafter "Provider"), and the individual or entity identified in the associated invoice or payment record (hereinafter "Client"), effective as of the earliest of (i) payment date, (ii) submission of project content or access credentials, or (iii) acceptance of services rendered, collectively deemed the "Effective Date."
Provider shall provide web development services using pre-configured design templates, artificial intelligence tools, and automation technologies to deliver an informational website of up to five (5) standard pages. These pages typically include: Homepage, About, Services or Product, Contact Form, and a general FAQ or Gallery section. The composition, layout, and feature functionality shall be determined exclusively by the Provider unless otherwise outlined in a written and signed Scope Addendum.
This Agreement excludes:
Client understands and agrees that portions of the development process may be handled by proprietary AI systems, automation platforms, or third-party builder frameworks. Provider has full discretion over which tools are used and is under no obligation to disclose internal methods, licensing, or backend technologies.
Any additional pages, design work, backend integrations, form workflows, or style guide compliance must be requested in writing and, if approved, may require a custom quote, additional deposits, or new agreement. No verbal commitments or assumed expectations shall be enforceable unless memorialized in a written amendment signed by Provider.
Client shall pay a non-refundable setup fee of Seven Hundred Fifty United States Dollars ($750) per website. This fee is due in full before any work begins and secures Provider's allocation of internal resources.
Client agrees to pay recurring monthly hosting and service fees based on their selected service tier:
These fees are automatically charged to the payment method on file and renew every 30 days.
If payment fails, Provider reserves the right to:
Provider may adjust monthly fees or introduce new service tiers with a minimum of 30 days' written notice. Any such change shall take effect in the next billing cycle following Client's notice period.
All setup and service fees are non-refundable. No partial refunds, prorated refunds, or credit balances will be issued, regardless of project progress, Client dissatisfaction, or perceived quality.
Client agrees not to initiate any credit card chargebacks, ACH reversals, or third-party disputes without first providing Provider with a minimum of 7 business days' written notice and an opportunity to resolve the issue.
Any chargeback filed against Provider without prior notice shall result in:
Client retains full ownership over:
Client warrants they have full legal rights to use any submitted material and shall be held solely liable for infringement claims.
All templates, system logic, codebases, development workflows, proprietary AI prompts, visual arrangements, or prebuilt components remain the sole and exclusive property of the Provider. These assets may not be copied, reverse-engineered, exported, or repurposed by Client or any third party.
Client is granted a non-transferable, non-exclusive, revocable license to use the rendered website solely while in compliance with this Agreement and while all fees are paid in full.
If this Agreement is terminated for any reason, Provider may revoke access to backend systems, builder platforms, or design assets at its discretion. No copy or export of the source code shall be made available unless otherwise stipulated in a separate buyout agreement.
Client authorizes Provider to showcase the final website, logo, and general business description as part of its portfolio. This includes:
Provider may publish Client's name and brief summary of services delivered unless Client opts out in writing prior to project completion.
Any positive written statements or reviews shared with Provider, whether directly or publicly (e.g., on social media or via email), may be used as testimonials unless Client revokes permission in writing.
Client is solely responsible for the accuracy, legality, and appropriateness of all content published on their website. This includes but is not limited to:
Client agrees not to upload or request the inclusion of content that:
Client acknowledges that laws and regulations vary by jurisdiction. It is Client's sole duty to comply with all relevant laws, including but not limited to:
Provider shall not be held liable for:
Client agrees to indemnify and hold harmless Provider from any claim or legal challenge arising from the content or function of their website.
Client agrees to review the entirety of the website, including all content, before it is published or finalized. Client affirms that the website is being created at their sole request and that all information on the website is true, accurate, and not stolen from any other sources. The Client acknowledges that they are responsible for ensuring the accuracy and legality of the content, and they will hold full liability for any claims, damages, or legal actions arising from the website's content.
Unless otherwise stated in a separate contract, Provider does not store, monitor, or encrypt form submissions or customer data collected through the Client's website. Responsibility for:
rests solely with Client.
If Client requests analytics tracking (e.g., Google Analytics, Meta Pixel), they must:
Provider is not liable for any unauthorized access to Client websites or hosting environments, including but not limited to:
Unless explicitly contracted otherwise, Provider does not provide automated or manual backups. Data loss resulting from technical failure, cyberattack, or missed payments shall be considered an assumed risk by Client.
Each Client is entitled to a number of content edits per month, based on their subscription tier:
An "edit" is strictly defined as a single change to existing content, such as swapping out an image or modifying a paragraph. It does not include layout redesigns, color scheme changes, new page additions, or functional enhancements.
All edit requests must be submitted through the designated support email or portal. Provider reserves the right to reject edit requests that:
Provider endeavors to complete edit requests within 5–7 business days, but no timeline is guaranteed. Requests made during high-volume periods or containing ambiguous instructions may be delayed.
Any unused edits for a given month are forfeited at the end of the billing cycle. There is no credit, refund, or rollover unless otherwise agreed in writing.
Any unused form submissions for a given month are forfeited at the end of the billing cycle. There is no credit, refund, or rollover unless otherwise agreed in writing.
Any unused visitors for a given month are forfeited at the end of the billing cycle. There is no credit, refund, or rollover unless otherwise agreed in writing.
Client may terminate this Agreement by:
Provider may terminate services immediately, with or without notice, for reasons including:
Upon termination:
If Client seeks to reinstate services after termination, Provider may, at its sole discretion, offer reinstatement for a $250 reactivation fee, subject to the availability of any archived data.
Client agrees to fully indemnify, defend, and hold harmless Provider, its owners, contractors, affiliates, and agents from and against any and all claims, losses, damages, demands, expenses, costs, and liabilities (including attorneys' fees) arising out of:
This indemnity specifically includes:
Provider shall have the right, but not the obligation, to participate in any defense or settlement negotiations. Client shall not settle any claim without Provider's prior written consent if such settlement requires admission of wrongdoing or affects Provider's rights.
Any and all disputes, controversies, or claims arising out of or relating to this Agreement—including the formation, interpretation, breach, or termination thereof—shall be resolved exclusively through binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules.
The arbitration shall take place in Hillsborough County, Florida, and proceedings shall be conducted in the English language. The arbitrator shall be a licensed attorney or retired judge familiar with technology service agreements.
Each party shall bear its own arbitration costs, except that the prevailing party may be awarded reasonable attorneys' fees, filing costs, and other arbitration expenses as determined by the arbitrator.
Client expressly waives the right to participate in any class action, mass arbitration, or representative action. Arbitration will be conducted on an individual basis only.
Notwithstanding the above, either party may seek emergency injunctive or equitable relief in a court of competent jurisdiction in Hillsborough County to prevent immediate and irreparable harm pending final arbitration.
This Agreement shall be governed exclusively by the laws of the State of Florida, without regard to its conflict of laws principles. Venue for any judicial proceeding permitted by this Agreement shall lie solely in Hillsborough County, Florida.
To the extent enforceable, this Agreement shall be interpreted to uphold its provisions uniformly across jurisdictions. No law of any other state or country shall override the stated legal principles herein.
If either party initiates legal or arbitration proceedings to enforce this Agreement, the prevailing party shall be entitled to recover reasonable legal fees and costs in addition to any other relief granted.
Provider makes no representations or warranties that Client's website will generate any specific:
Any marketing claims, statistics, or case studies presented by Provider are illustrative and non-binding.
Client acknowledges that many outcomes are influenced by third-party algorithms (e.g., Google search ranking), user behavior, market conditions, and factors outside Provider's control.
Client assumes full responsibility for any reliance on analytics, insights, or strategic suggestions provided by Provider. No claim shall be brought for damages related to business performance expectations.
"Force Majeure" refers to circumstances beyond Provider's reasonable control that prevent or delay performance, including but not limited to:
Provider shall not be held liable for any delay, failure, or disruption in service arising from Force Majeure events. Obligations may be suspended during the period of interruption and resume once circumstances allow.
Client may not cancel or terminate services due solely to a Force Majeure event unless such delay exceeds 60 consecutive days. In such cases, Client's only remedy shall be a pro-rated refund of future prepaid fees.
This Agreement, including any referenced invoices, addenda, or written amendments signed by both parties, constitutes the complete and exclusive statement of the agreement between Provider and Client. It supersedes all prior negotiations, representations, or agreements relating to the subject matter hereof, whether written or oral.
No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No course of dealing, custom, or practice shall modify the terms of this Agreement.
In the event of any conflict between the terms of this Agreement and any other document, this Agreement shall control unless expressly stated otherwise in a signed writing.
Electronic signatures, digital acceptance, or payment confirmation shall constitute valid acceptance of this Agreement and shall be binding upon both parties.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction or arbitrator, such provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable, or if such modification is not possible, such provision shall be deemed deleted from this Agreement.
The invalidity, illegality, or unenforceability of any provision shall not affect the validity, legality, or enforceability of the remaining provisions of this Agreement, which shall remain in full force and effect.
In the event any provision is deemed unenforceable, the parties agree to substitute a valid, legal, and enforceable provision that most closely approximates the intent and economic effect of the original provision.
Each party acknowledges that it may have access to certain confidential information of the other party. "Confidential Information" includes but is not limited to:
Each party agrees to maintain in confidence all Confidential Information received from the other party and not to disclose such information to third parties without prior written consent, except as required by law or court order.
The obligations of confidentiality shall survive the termination of this Agreement and continue for a period of five (5) years from the date of disclosure of the Confidential Information.
This confidentiality obligation shall not apply to information that: (a) was known prior to disclosure, (b) becomes publicly available through no breach of this Agreement, (c) is independently developed without use of Confidential Information, or (d) is required to be disclosed by law.
Client is strictly prohibited from reselling, sublicensing, or redistributing any aspect of the services provided by Provider, including but not limited to:
Client may not remove, obscure, or modify any Provider attribution, copyright notices, or identifying marks without express written permission. Client may not represent Provider's work as their own creation or development.
The website and services provided are for Client's direct business use only. Client may not use the website as a template or starting point for developing websites for third parties without a separate commercial licensing agreement.
Any violation of these resale restrictions shall constitute a material breach of this Agreement, resulting in immediate termination of services and potential legal action for damages, including but not limited to lost profits and attorney fees.
Each hosting plan includes specific resource limitations. Exceeding these limits may result in:
Client agrees not to use hosting services for:
While Provider strives for maximum uptime, no guarantee of 100% availability is provided. Scheduled maintenance, security updates, and unforeseen technical issues may cause temporary service interruptions.
Storage and bandwidth allocations are based on the selected service tier. Provider reserves the right to:
Provider is not responsible for the availability, performance, or compatibility of third-party services integrated with Client's website, including but not limited to payment processors, social media platforms, or external APIs.
Client agrees to use Provider's services in a manner that is lawful, ethical, and respectful of others' rights. This includes maintaining professional standards in all communications and interactions.
Client shall not engage in or permit others to engage in:
All website content must comply with applicable laws and regulations. Content that promotes discrimination, violence, or illegal activity is strictly prohibited.
Violation of this Acceptable Use Policy may result in immediate service suspension, account termination, and potential legal action, all at Provider's sole discretion.
Unless explicitly stated in a separate service agreement, Provider does not guarantee the creation, maintenance, or accessibility of website backups. Client assumes full responsibility for data preservation.
Client is strongly encouraged to:
Provider shall not be liable for any data loss, corruption, or inaccessibility resulting from:
Enhanced backup services may be available for an additional fee under a separate service agreement. Such services, if provided, do not guarantee complete data recovery or eliminate Client's responsibility for data preservation.
If services are suspended due to non-payment or policy violations, reinstatement requires:
Reinstatement does not guarantee the recovery of website data or previous configurations. Data may be permanently lost after 7 days of service suspension.
Provider reserves the absolute right to refuse reinstatement in cases involving:
Client has no contractual right to reinstatement. All reinstatement decisions are made solely at Provider's discretion and may include additional terms or restrictions.
Provider does not warrant that any website will comply with the Americans with Disabilities Act (ADA), Web Content Accessibility Guidelines (WCAG), or any other accessibility standards or regulations.
Client is solely responsible for ensuring their website meets all applicable accessibility requirements for their industry and jurisdiction. This includes:
Provider shall not be held liable for any accessibility-related claims, lawsuits, demands, or penalties. Client agrees to indemnify Provider against all accessibility-related legal actions.
Accessibility enhancements may be available as separate, paid services under a distinct service agreement. Such services do not guarantee full compliance or eliminate Client's legal obligations.
Client has no right to export, download, or obtain copies of website source code, templates, or proprietary development frameworks created by Provider.
Client may request copies of content they originally provided (text, images, documents) but not:
Provider is under no obligation to assist with website migration to other platforms or hosting services. Any migration assistance, if provided, shall be subject to separate fees and service agreements.
In exceptional circumstances, Provider may offer a website buyout option for a substantial fee (typically 10-20 times the annual service cost). Such arrangements require separate negotiation and are offered at Provider's sole discretion.
All formal requests, complaints, or legal notices must be submitted in writing via email to the designated support address. Phone calls, social media messages, or verbal communications are not considered official correspondence.
Provider endeavors to respond to communications within 3-5 business days, but no specific response time is guaranteed. Complex issues may require additional time for research and resolution.
Client agrees to maintain professional, respectful communication in all interactions. Communications containing threats, profanity, or abusive language may result in service termination without refund.
Provider reserves the right to limit communication frequency or require all future communications to proceed through legal counsel if Client engages in excessive, repetitive, or harassing contact.
Provider operates during standard U.S. business hours (Monday-Friday, 9 AM - 5 PM EST). Support requests submitted outside these hours will be addressed on the next business day.
Provider observes standard U.S. federal holidays and may have scheduled vacation periods during which response times may be extended. Clients will be notified of extended closures when possible.
Provider does not offer 24/7 emergency support or guaranteed response times for urgent issues. Website outages or technical problems may persist until the next business day.
Provider reserves the right to limit new client intake, suspend services during peak demand periods, or prioritize certain clients based on service tier and payment history.
Provider reserves the right to modify, update, or amend any provision of this Agreement at any time without Client's consent. Changes may include pricing, service terms, policies, or legal provisions.
Provider will provide reasonable notice of material changes via email or website posting. Notice periods may vary from immediate (for legal compliance) to 30 days (for pricing changes).
Continued use of services after notification of changes constitutes acceptance of the modified terms. Client's sole remedy for disagreeing with changes is to terminate services.
Provider has no obligation to maintain previous terms, pricing, or service levels for existing clients. All clients are subject to current terms regardless of their start date or historical arrangements.
Provider may integrate third-party services, plugins, or tools into Client websites. Provider makes no warranties regarding the functionality, reliability, or continued availability of such third-party products.
Client is solely responsible for:
Provider is not liable for disruptions caused by third-party service changes, discontinuations, or policy modifications. Alternative solutions may be offered at Provider's discretion and potentially additional cost.
Integration of third-party products does not constitute endorsement by Provider. Client assumes all risks associated with third-party service usage, including data security, privacy, and legal compliance.
During the term of this Agreement and for 12 months thereafter, Client agrees not to directly or indirectly solicit, recruit, or attempt to hire any Provider employees, contractors, or agents.
Client agrees not to interfere with Provider's business relationships, including but not limited to:
Violation of non-solicitation provisions shall result in liquidated damages of $10,000 per incident, representing the reasonable cost of recruiting, training, and lost business opportunities.
Provider shall be entitled to seek immediate injunctive relief to prevent ongoing solicitation activities, in addition to monetary damages and attorney fees.
By engaging Provider's services through payment, content submission, or acceptance of work performed, Client acknowledges they have read, understood, and agreed to all 30 sections of this comprehensive Client Service Agreement.
This Agreement is legally binding and enforceable. Client acknowledges that they have had the opportunity to seek independent legal counsel and choose to proceed with full knowledge of their rights and obligations.
Client specifically acknowledges and agrees to the following material terms:
This Agreement becomes effective upon the earliest occurrence of: (1) payment of any fees to Provider, (2) submission of content or access credentials to Provider, or (3) Client's acceptance of any work performed by Provider. Electronic acceptance through payment or service engagement constitutes a legally binding signature equivalent to written execution.
This comprehensive Client Service Agreement contains all 30 sections providing complete legal protection for website development and hosting services. Every aspect of the client relationship is addressed with professional legal standards.
Email: development@sillygooseindustries.com
Phone: (863) 712-1196
By engaging our services, you agree to all 30 sections of this comprehensive Client Service Agreement, including binding arbitration, no-refund policies, Florida jurisdiction, and all terms outlined herein. This agreement is legally binding upon payment, content submission, or acceptance of services.