Website Proposal

Discovery

We talk through your goals, style, and what customers need to see.

Build

We design and build your 5-page site around your shop's personality.

Private preview

You review the full site before anything goes public.

Revisions

You request changes; we refine together (2 rounds included).

Launch

We connect your domain and take the site live.

Website Design and Deployment Services Agreement

Capitalized terms have the meanings below. A few terms are defined where they first appear, as noted.

“Acceptance” (and “Accept” and “Accepted”) means Client’s approval of a Deliverable, whether given in writing or deemed given under Section 5.3.

“Acceptance Period” means five (5) Business Days after Provider delivers a Deliverable to Client for review.

“Allocated Fee” means, for any Deliverable or portion of the Website, the Fees allocated to it in the SOW. If the SOW does not allocate Fees, the Allocated Fee is the Project Fee multiplied by a fraction whose numerator is the number of pages of the Website affected and whose denominator is the total number of pages of the Website as Deployed.

“Applicable Law” means any law, statute, regulation, ordinance, rule, order, court decision, or binding regulatory guidance of any jurisdiction, and any contractual or industry standard (such as the Payment Card Industry Data Security Standard), that applies to Client, Client’s business, or the Website, as in effect from time to time.

“Business Day” means any day other than a Saturday, a Sunday, or a United States federal holiday.

“Change Order” means a written document describing a change to the Services, Deliverables, Fees, or Timeline that is either (a) signed by both Parties, or (b) issued by Provider as a written estimate and approved by Client in writing, including by email.

“Claim” means any demand, demand letter, lawsuit, arbitration, investigation, or other proceeding brought or threatened by a third party, including a government authority.

“Client Content” means all text, images, photographs, graphics, logos, trademarks, video, audio, data, product and pricing information, policies, legal notices, and other materials that (a) Client or anyone acting for Client provides to Provider or instructs Provider to use, or (b) Client, its users, or anyone other than Provider adds to the Website at any time.

“Client Credentials” means usernames, passwords, API keys, access tokens, authentication codes, and other access information for any account, system, or service relating to the Website, including hosting, domain registrar, DNS, content management system, email, analytics, and Third-Party Services accounts.

“Client Delay” means any failure by Client to do something this Agreement requires by the time required, including providing Client Content, feedback, approvals, Client Credentials, access, or payment.

“Client Indemnitees” has the meaning in Section 14.2.

“Confidential Information” has the meaning in Section 10.1.

“Custom Work Product” means the final design and the custom code that Provider creates specifically for Client under this Agreement and that is incorporated into the Website as Deployed, excluding Client Content, Provider Materials, Third-Party Components, and Unused Concepts.

“Defect” means a reproducible failure of the Website, as Deployed on the Deployment Date, to perform materially as described in the Specifications when operated in the Deployment Environment as it existed on the Deployment Date and accessed using a Supported Browser.

“Defect Notice” has the meaning in Section 11.1.

“Deliverables” means the items identified as deliverables in the SOW.

“Deployment” means Provider’s upload or publication of the Accepted Website to the Deployment Environment and, if Provider has been given the necessary Client Credentials, the one-time configuration of Client’s domain to point to it. Deployment is complete when Provider notifies Client in writing that it is complete, whether or not DNS changes have finished propagating. “Deploy” and “Deployed” have corresponding meanings.

“Deployment Date” means the date that is fourteen (14) calendar days after the date Client submits the completed intake form to Provider. If Client or anyone other than Provider makes the Website publicly available before then, the Deployment Date is the date the Website first became publicly available.

“Deployment Environment” means the hosting account, server, platform, or service that Client selects and identifies in the SOW, onto which the Website will be Deployed.

“Deposit” means the initial payment described in Section 8.2(a) or in the SOW.

“Discloser” and “Recipient” have the meanings in Section 10.1.

“Fees” means the fees stated in the SOW and in any Change Order, and any amounts payable at the Hourly Rate. Fees do not include expenses, taxes, or third-party costs.

“Final Acceptance” has the meaning in Section 5.5.

“Firm Deadline” has the meaning in Section 4.1.

“Handoff Package” has the meaning in Section 7.2.

“Hourly Rate” means the hourly rate stated in the SOW, billed in fifteen (15)-minute increments.

“Indemnified Party” and “Indemnifying Party” have the meanings in Section 14.3.

“Kill Fee” has the meaning in Section 15.2.

“Losses” means losses, damages, liabilities, judgments, settlements, fines, penalties, costs, and expenses, including attorneys’ fees, expert fees, and court costs.

“Modification” means any change to the Website’s code, files, database structure, settings, plugins, themes, or Third-Party Components, or to the Deployment Environment (including server software and runtime versions), made by anyone other than Provider, including changes made automatically by any software, service, or hosting provider. Adding or editing content through the content management system’s standard editing screens, in the manner shown in the Handoff Package, is not a Modification.

“Nonconformity” has the meaning in Section 5.2.

“Out-of-Scope Services” has the meaning in Section 2.3.

“Project” means the website design and deployment project known as Consign and Design Consignment Shop Website (Warren, Rhode Island) and described in the SOW.

“Project Fee” means the total fixed fee for the Project stated in the SOW, as adjusted by any Change Order.

“Provider Indemnitees” has the meaning in Section 14.1.

“Provider Materials” means all tools, code, code libraries, frameworks, starter themes, templates, components, scripts, design elements, methods, processes, and know-how that Provider created or acquired before the Effective Date or creates independently of this Agreement, and all improvements to them made during the Project that are of general use and not specific to Client.

“Revision” means a change to a Deliverable that adjusts its existing, approved design direction or content (for example, colors, fonts, spacing, image swaps, or copy edits) without adding pages, templates, features, functionality, or integrations. A “Revision Round” means one consolidated written list of Revisions that Client submits at one time for a single Deliverable or phase.

“Security Incident” means (a) any actual or suspected unauthorized access to, or use, disclosure, alteration, or loss of, the Website, the Deployment Environment, any Client Credentials, or any data collected, stored, or transmitted through the Website; (b) any malware, ransomware, defacement, spam injection, denial-of-service attack, or other malicious activity; and (c) any security vulnerability or exploit affecting the Website or any Third-Party Component or Third-Party Service.

“Services” means the design, development, and Deployment services described in the SOW, as changed by any Change Order. The Services do not include Out-of-Scope Services.

“Specifications” means the written functional and design requirements for the Website stated in the SOW, as changed by any Change Order, together with the Deliverables Client has Accepted.

“Statement of Work” or “SOW” means the statement of work attached as Exhibit A and any additional statement of work that references this Agreement and is signed by both Parties.

“Supported Browsers” means the browsers, browser versions, devices, and screen widths listed in the SOW. If the SOW does not list them, Supported Browsers means the most recent stable versions, as of the Deployment Date, of Google Chrome, Apple Safari, Mozilla Firefox, and Microsoft Edge on desktop computers, and of Safari on iOS and Chrome on Android.

“Third-Party Components” means any software, code, plugin, theme, framework, library, font, stock image, icon set, or other material owned by a third party (including open-source software) that is incorporated into or used with the Website.

“Third-Party Services” means any service provided by a third party that the Website uses, connects to, or depends on, including web hosting, domain registration, DNS, content delivery networks, hosted website platforms, payment processors, email and newsletter services, form processors, analytics, scheduling tools, customer relationship management systems, application programming interfaces (APIs), and artificial-intelligence services.

“Time-Based Amount” has the meaning in Section 15.2.

“Timeline” means the estimated schedule stated in the SOW.

“Unused Concepts” means designs, concepts, sketches, mockups, drafts, and code that Provider prepares during the Project but that are not incorporated into the Website as Deployed.

“Warranty Period” means the thirty (30) calendar days beginning on the Deployment Date.

“Website” means the website that Provider designs, builds, and Deploys under this Agreement, including all Deliverables as Deployed.

2.1 Services. Provider will perform the Services and deliver the Deliverables described in the SOW. The SOW is the complete and exclusive description of the work Provider will perform. Any task, page, feature, or service not expressly listed in the SOW is not included in the Services or the Fees.

2.2 Change Requests. Client may request changes to the Services at any time. Provider will respond with a written estimate of the effect on the Fees and Timeline. Provider has no obligation to perform a requested change unless a Change Order for it is in effect, and Provider may decline any requested change.

2.3 Out-of-Scope Services. Unless a service is expressly listed as a Deliverable in the SOW or covered by a separate written agreement signed by both Parties, the Services do not include, and Provider has no obligation to provide, any of the following (the “Out-of-Scope Services”):

(a) web hosting, server administration, or management of the Deployment Environment;

(b) domain registration, renewal, transfer, or DNS management, other than the one-time domain configuration included in Deployment;

(c) maintenance or updates of any kind, including updates to the content management system, plugins, themes, Third-Party Components, server software, or runtime versions;

(d) backups or restoration of the Website or its data, other than the single backup included in the Handoff Package;

(e) security services, including security monitoring, malware scanning or removal, firewall configuration, penetration testing, vulnerability remediation, and incident response;

(f) uptime, performance, or availability monitoring, or any guarantee of uptime or performance;

(g) technical support, help-desk services, or training, other than the materials included in the Handoff Package;

(h) writing, editing, proofreading, translating, or sourcing content, including photography;

(i) search engine optimization, advertising, social media, email marketing, or analytics reporting, other than technical setup tasks expressly listed in the SOW;

(j) legal, regulatory, accessibility, privacy, or security compliance reviews, audits, testing, certifications, or advice, including drafting privacy policies, terms of use, cookie notices, or other legal text;

(k) moderation, monitoring, or removal of content submitted by users of the Website;

(l) email account setup, email migration, or email deliverability;

(m) migration of content or data from any existing website or system;

(n) diagnosing or fixing problems caused by Modifications, Client Content, Third-Party Components, Third-Party Services, or the Deployment Environment; and

(o) any work after the Deployment Date, other than delivering the Handoff Package and correcting Defects under Section 11.

2.4 Accommodation Work. If Provider chooses to perform any Out-of-Scope Services without a Change Order: (a) Provider will tell Client in writing, before starting, whether the work will be billed at the Hourly Rate; (b) performing that work does not obligate Provider to perform it again or on an ongoing basis; and (c) the work is subject to all limitations and disclaimers in this Agreement.

2.5 Provider’s Methods. Provider determines the methods, tools, and schedule for performing the Services, consistent with the Specifications. Provider may use generally available software tools, including artificial-intelligence-assisted tools, in performing the Services.

3.1 Client Obligations. Client will:

(a) designate [CLIENT REPRESENTATIVE NAME], or another individual Client later designates by notice, as its sole representative with authority to give feedback, approvals, and Change Orders, and Provider may rely on that person’s instructions;

(b) provide all Client Content in final, ready-to-publish form, in the formats stated in the SOW, by the dates in the Timeline;

(c) respond to Provider’s requests for feedback, information, or approval within three (3) Business Days;

(d) select, purchase, and maintain, in Client’s own name and at Client’s expense, the Deployment Environment, domain names, Third-Party Services, and licenses for Third-Party Components used by the Website;

(e) give Provider the Client Credentials and access Provider needs to perform the Services, when Provider needs them;

(f) ensure that the Deployment Environment meets the minimum technical requirements stated in the SOW;

(g) obtain all rights, licenses, consents, and releases needed for Provider to use Client Content as this Agreement contemplates; and

(h) comply with Applicable Law in operating its business and the Website.

3.2 Client Delays. Provider is not responsible for any consequence of a Client Delay. Sections 4.2 and 4.3 describe how Client Delays affect the Timeline.

3.3 Client Content. Client is solely responsible for Client Content, including its accuracy, completeness, legality, and Client’s right to use it. Provider has no obligation to review, verify, fact-check, edit, or proofread Client Content, and Provider’s use, formatting, or placement of Client Content does not mean that Provider has reviewed or approved it. Provider may decline to use Client Content that Provider believes in good faith may be unlawful, infringing, or harmful, but Provider has no obligation to identify such content.

3.4 Client Decisions. Client is solely responsible for its decisions about the Website and their consequences. This includes Client’s choice of Deployment Environment, Third-Party Components, Third-Party Services, features, design, and content, and any decision to proceed against a recommendation Provider made in writing (email is sufficient).

4.1 Estimates Only. All dates in the Timeline are estimates. Time is not of the essence, and Provider is not liable for missing an estimated date. A date is binding on Provider only if the SOW expressly labels it a “Firm Deadline.”

4.2 Automatic Extensions. The Timeline, including any Firm Deadline, is automatically extended by the period of any delay caused by: (a) a Client Delay; (b) a Change Order; (c) an event described in Section 18.5 (Force Majeure); (d) a failure of the Deployment Environment or a Third-Party Service; or (e) a suspension under Section 8.5. Because Provider schedules work for multiple clients, Provider may move the remaining work to its next available opening, so an extension may be longer than the delay that caused it.

4.3 Paused Projects. If a Client Delay continues for more than fifteen (15) Business Days, Provider may pause the Project by written notice. Provider may then invoice Client at the Hourly Rate for Services performed but not yet invoiced, and that amount will be credited against later milestone payments. To restart a paused Project, Client must pay the restart fee stated in the SOW, and Provider will schedule the remaining work at its next available opening. A Client Delay that continues for more than sixty (60) days is governed by Section 15.4(d).

4.4 Missed Firm Deadlines. If Provider misses a Firm Deadline by more than ten (10) Business Days for a reason not described in Section 4.2, Client may terminate this Agreement by written notice given within five (5) Business Days after the missed deadline. Section 15.5 will then apply as if Client had terminated because of Provider’s uncured material breach. This is Client’s sole and exclusive remedy for any delay by Provider.

5.1 Delivery for Review. Provider will deliver each Deliverable for review as described in the SOW. Provider will build the Website on a staging environment hosted by Provider for Client’s review before Deployment.

5.2 Client Review. Within the Acceptance Period, Client will review the Deliverable and either (a) Accept it in writing (email is sufficient), or (b) send Provider one consolidated written list of (i) requested Revisions, which counts as one Revision Round, and/or (ii) specific ways in which the Deliverable fails to conform to the Specifications, described in enough detail for Provider to reproduce them (“Nonconformities”).

5.3 Deemed Acceptance. A Deliverable is Accepted on the earliest of: (a) Client’s written approval; (b) the end of the Acceptance Period, if Client has not sent a list that complies with Section 5.2(b); or (c) Client’s use of the Deliverable for any purpose other than review, including publishing the Website or any part of it.

5.4 Corrections. Provider will correct Nonconformities at no additional charge and redeliver the corrected Deliverable. Sections 5.2 and 5.3 then apply again, but only to the corrected items. Correcting Nonconformities does not use a Revision Round. Any request that is not a Nonconformity is a Revision or requires a Change Order.

5.5 Final Acceptance. Acceptance of the complete staging Website (“Final Acceptance”) is a condition of Deployment. Acceptance is final. Any later change to an Accepted Deliverable is a Revision, if Revision Rounds remain for that phase, or otherwise requires a Change Order.

6.1 Included Revision Rounds. The Fees include the number of Revision Rounds stated in the SOW for each phase. If the SOW does not state a number, the Fees include two (2) Revision Rounds for design concepts and one (1) Revision Round for the staging Website.

6.2 Additional Revisions. Revision Rounds beyond those included in the Fees are billed at the Hourly Rate. Provider will tell Client before starting work on any request that will be billed.

6.3 Revisions Versus Changes. A request that adds pages, templates, features, functionality, or integrations, or that departs from an Accepted design direction, is not a Revision and requires a Change Order.

6.4 Unused Revision Rounds. Unused Revision Rounds expire when the Deliverable or phase to which they relate is Accepted. They have no cash value and do not carry over to other phases or projects.

7.1 Deployment. After Final Acceptance and Provider’s receipt of all amounts due before Deployment under the SOW, Provider will Deploy the Website. Before the scheduled Deployment, Client will ensure that Provider has the necessary Client Credentials and that the Deployment Environment meets the minimum technical requirements stated in the SOW. If the Deployment Environment does not meet those requirements, or a Third-Party Service prevents Deployment, Provider will notify Client, and any additional work needed to complete Deployment is an Out-of-Scope Service.

7.2 Handoff Package. Within three (3) Business Days after the Deployment Date, Provider will deliver the following to Client (the “Handoff Package”):

(a) a list of the principal Third-Party Components (such as plugins, themes, and fonts) and Third-Party Services used by the Website;

(b) the Client Credentials for any account Provider created for Client during the Project;

(c) one full backup of the Website’s files and database as of the Deployment Date; and

(d) a recorded video walkthrough of up to thirty (30) minutes explaining how to add and edit content using the content management system.

Client will sign and return the Deployment and Handoff Acknowledgment attached as Exhibit B. Client’s failure to sign it does not change the Deployment Date or delay Section 7.3.

7.3 Transfer of Responsibility. Effective on the Deployment Date, Client assumes sole responsibility for the Website and its operation, including hosting, the Deployment Environment, domain names and DNS, security, backups, updates, Third-Party Components, Third-Party Services, Client Content, availability, performance, and compliance with Applicable Law. After the Deployment Date, Provider’s only obligations are to deliver the Handoff Package and to correct Defects under Section 11 during the Warranty Period. Any other work requires a Change Order or a separate written agreement. If Provider voluntarily helps Client after the Deployment Date, that help does not create any continuing obligation and is subject to Section 2.4.

7.4 No Retention Obligation. Provider has no obligation to keep copies of the Website, its files or databases, Client Content, or backups more than thirty (30) days after the Warranty Period ends, and may delete them after that time. Provider may keep screenshots and copies of design files for its business records and for the uses permitted in Section 9.7.

8.1 Fees. Client will pay the Fees in the amounts and at the times stated in the SOW.

8.2 Payment Schedule. Unless the SOW states otherwise, Client will pay: (a) a Deposit of fifty percent (50%) of the Project Fee when Client signs this Agreement; (b) twenty-five percent (25%) of the Project Fee on Acceptance of the design concepts; and (c) the remaining twenty-five percent (25%) of the Project Fee before Deployment. Provider has no obligation to begin work or reserve time in its schedule until it receives the Deposit, and no obligation to Deploy or publish the Website until it receives payment in full of the Project Fee.

8.3 Deposit. The Deposit is non-refundable except as stated in Sections 15.3, 15.5, and 18.5. It compensates Provider for reserving capacity in its schedule and for work performed at the start of the Project, and it is credited against the Project Fee.

8.4 Invoices. Each invoice is due within fifteen (15) days after the invoice date. Client will pay by ACH bank transfer, check, or credit card. Payments by credit card are subject to a processing fee of three percent (3%) where permitted by Applicable Law.

8.5 Late Payment and Suspension. Any amount not paid when due accrues interest from the due date until paid at the lesser of one and one-half percent (1.5%) per month or the highest rate permitted by Applicable Law. If any amount is more than ten (10) days overdue, Provider may suspend all Services, including Deployment and Defect correction, by written notice until all overdue amounts are paid. A suspension is not a breach by Provider and extends the Timeline under Section 4.2. Client will reimburse Provider for all costs of collecting overdue amounts, including attorneys’ fees, court costs, and collection agency fees.

8.6 Invoice Disputes. To dispute an invoice, Client must notify Provider in writing within ten (10) days after the invoice date, identifying the disputed items and the reason, and must pay all undisputed amounts by the due date. An invoice not disputed within that period is final and binding.

8.7 No Set-Off. Client will not withhold, set off, or deduct any amount owed to Provider because of any claim or dispute, except amounts disputed in compliance with Section 8.6.

8.8 Expenses and Third-Party Costs. Client is responsible for all third-party costs relating to the Website, including hosting, domain registration, premium plugins and themes, fonts, stock images, and subscriptions to Third-Party Services, and will purchase them in Client’s own name whenever possible. If Provider purchases any item for Client with Client’s prior written approval (email is sufficient), Client will reimburse Provider at cost by the invoice due date.

8.9 Taxes. The Fees do not include taxes. Client will pay all sales, use, value-added, and similar taxes on the Services and Deliverables, other than taxes on Provider’s net income.

8.10 Payment Not Contingent. Client’s payment obligations do not depend on: the Website’s traffic, search rankings, revenue, or other results; Client’s receipt of payment from any third party; approval by anyone other than Client’s representative under Section 3.1(a); or the Website’s launch, if launch is delayed for any reason other than Provider’s failure to Deploy an Accepted Website.

9.1 Client Content. Client retains all rights in Client Content. Client grants Provider a non-exclusive, royalty-free license to use, copy, modify (for example, by resizing, cropping, or formatting), and display Client Content to perform the Services and for the uses permitted in Section 9.7.

9.2 Assignment on Full Payment. Effective automatically when Provider receives payment in full of all Fees, expenses, and other amounts owed under this Agreement, Provider hereby assigns to Client all of Provider’s right, title, and interest in and to the Custom Work Product, including all copyrights in it. On Client’s written request and at Client’s expense, Provider will sign any document needed to confirm this assignment. Until payment in full, Provider retains all rights in the Deliverables, and Client has only a limited, non-exclusive, revocable license to use the Deliverables for review and, if the Website has been Deployed, to operate the Website. That license ends automatically if any amount owed to Provider remains unpaid thirty (30) days after its due date, and it is reinstated when all overdue amounts are paid.

9.3 Not a Work Made for Hire. The Deliverables are not “works made for hire” under the U.S. Copyright Act. Client’s rights in the Deliverables arise only from the assignment and licenses in this Section 9.

9.4 Provider Materials. Provider retains all rights in Provider Materials. To the extent Provider Materials are incorporated into the Website as Deployed, Provider grants Client, effective on payment in full, a non-exclusive, perpetual, worldwide, royalty-free license to use, copy, modify, and display them solely as part of the Website, including later versions of the Website. Client may transfer this license only together with the Website. Client may not sell, sublicense, or distribute Provider Materials separately or use them in any other website or product.

9.5 Third-Party Components. Third-Party Components are licensed by their owners under their own terms, not by Provider, and Provider grants no rights in them. Client is responsible for complying with those terms, including open-source license obligations, and for paying any license or renewal fees.

9.6 Unused Concepts and General Knowledge. Provider retains all rights in Unused Concepts. Nothing in this Agreement restricts Provider from using its general skills, knowledge, experience, and techniques, or from creating works for others that are similar in style, structure, or function to the Deliverables, as long as Provider does not use Client Content or Client’s Confidential Information to do so.

9.7 Portfolio and Credit. After the Deployment Date, Provider may display the Website and Deliverables, including screenshots and a link, in Provider’s portfolio, website, social media, and other promotional materials, without disclosing Client’s Confidential Information. Provider may include a small “Website by Hazon Consulting” credit link in the Website footer, which Client may remove at any time after the Warranty Period.

9.8 Tool-Generated and Non-Original Elements. If any element of a Deliverable is not protected by copyright (for example, because it was generated with an artificial-intelligence-assisted tool or is not original), the assignment in Section 9.2 transfers whatever rights Provider has in that element and no more. Provider does not represent that any element of the Deliverables is protected by copyright.

10.1 Definition. “Confidential Information” means non-public information that one Party (the “Discloser”) provides to the other Party (the “Recipient”) in connection with this Agreement and that is marked confidential or would reasonably be understood to be confidential given its nature, including Client Credentials and each Party’s business, financial, and pricing information. Confidential Information does not include information that (a) is or becomes public through no fault of the Recipient; (b) the Recipient already knew without a duty of confidentiality; (c) the Recipient receives from a third party without a duty of confidentiality; or (d) the Recipient develops independently.

10.2 Obligations. The Recipient will (a) use the Discloser’s Confidential Information only to perform or receive the Services; (b) disclose it only to its employees, subcontractors, and professional advisors who need to know it and are bound by confidentiality obligations at least as protective as this Section 10; and (c) protect it with at least the same degree of care the Recipient uses to protect its own confidential information of a similar nature.

10.3 Required Disclosure. The Recipient may disclose Confidential Information if required by law or court order, after giving the Discloser prompt written notice (where legally permitted) so the Discloser can seek a protective order.

10.4 Duration and Return. These obligations last for two (2) years after this Agreement ends, except that obligations concerning Client Credentials last until Provider deletes them under Section 12.1(c). When this Agreement ends, the Recipient will, on request, return or destroy the Discloser’s Confidential Information, except copies kept in routine backups or as required by law, which remain subject to this Section 10.

11.1 Defect Correction. If Client sends Provider a Defect Notice during the Warranty Period, Provider will correct the reported Defect at no additional charge. A “Defect Notice” is a written notice sent to emma@hazon-consulting.com that identifies the affected page or URL, the Supported Browser and device used, the steps to reproduce the Defect, and how the Website’s behavior differs from the Specifications, with screenshots or screen recordings where available.

11.2 Correction Timing. Provider will begin work on a Defect within three (3) Business Days after receiving a complete Defect Notice and will either complete the correction within ten (10) Business Days after receipt or, before that deadline, notify Client of the expected completion date. Client will give Provider the access needed to make the correction, and these deadlines are extended by any delay in providing that access.

11.3 Exclusions. The following are not Defects, and Provider has no obligation under Section 11.1 to correct them: any problem caused in whole or in part by (a) a Modification; (b) a Third-Party Component or Third-Party Service, including its update, change, outage, or vulnerability; (c) the Deployment Environment or any change to it; (d) Client Content; (e) a browser, browser version, device, or operating system that is not a Supported Browser or was released after the Deployment Date; (f) a Security Incident; (g) Client’s failure to follow Provider’s written instructions; or (h) use of the Website for a purpose not described in the SOW. A feature that works as described in the Specifications or as shown in an Accepted Deliverable is not a Defect, even if Client would now prefer it to work differently. If Provider investigates a reported problem and finds that it is not a Defect, Provider will tell Client so, and any further work requires a Change Order. Provider may bill investigation time beyond the first one (1) hour at the Hourly Rate.

11.4 Exclusive Remedy. Correction under Section 11.1 is Provider’s sole obligation, and Client’s sole and exclusive remedy, for any Defect or other failure of the Website or Deliverables to conform to the Specifications. If Provider does not correct a Defect within twenty (20) Business Days after receiving a complete Defect Notice (extended for any delay in access under Section 11.2), Client’s sole and exclusive remedy is a refund of the Allocated Fee for the affected portion of the Website. Any refund under this Section counts toward the limit in Section 13.2.

11.5 DISCLAIMER. EXCEPT FOR THE LIMITED OBLIGATION IN SECTION 11.1, THE SERVICES, DELIVERABLES, AND WEBSITE ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS, AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, OR WORKMANLIKE PERFORMANCE. PROVIDER DOES NOT WARRANT THAT THE WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VULNERABILITIES OR MALWARE; THAT IT WILL BE COMPATIBLE WITH ANY FUTURE BROWSER, DEVICE, OR SOFTWARE VERSION; THAT IT WILL COMPLY WITH ANY LAW OR STANDARD; OR THAT IT WILL ACHIEVE ANY SEARCH RANKING, TRAFFIC, CONVERSION RATE, REVENUE, OR OTHER RESULT. NO STATEMENT BY PROVIDER, WHETHER ORAL OR WRITTEN, INCLUDING IN ANY PROPOSAL, EMAIL, OR MARKETING MATERIAL, CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

This Section 12 identifies matters that are outside the Services and are Client’s sole responsibility. Except for Provider’s obligations under Sections 11.1, 12.1(c), and 14.2, Provider has no obligation or liability for any of these matters at any time, whether before, during, or after the Project. Each subsection applies independently of the others.

12.1 Security.

(a) Client acknowledges that no website, software, or hosting environment can be made immune from Security Incidents. Provider does not provide security services and is not responsible for preventing, detecting, monitoring, responding to, or remediating any Security Incident, whenever it occurs and whatever its cause.

(b) Client is solely responsible for the security of the Website, the Deployment Environment, every account used with the Website, and all Client Credentials. This includes using strong, unique passwords and multi-factor authentication; applying security updates; installing and configuring firewalls, malware scanning, and other security tools; maintaining SSL/TLS certificates; maintaining backups; controlling who has access to its accounts; and complying with any data-security requirements of Applicable Law.

(c) During the Project, Provider will: (i) use Client Credentials only to perform the Services; (ii) store Client Credentials in an encrypted password manager; (iii) not disclose Client Credentials to anyone other than subcontractors performing the Services who are bound by Section 10; and (iv) delete Client Credentials from its records within ten (10) Business Days after the Warranty Period ends or this Agreement terminates, whichever is earlier. These are Provider’s only obligations concerning the security of Client Credentials, and any failure to meet them is subject to Section 13.

(d) No later than five (5) Business Days after the Warranty Period ends or this Agreement terminates, whichever is earlier, Client will revoke Provider’s access to, and change the passwords for, every account to which Provider had access. Provider is not responsible for any access to any account or system after that deadline.

12.2 Legal and Regulatory Compliance.

(a) Client is solely responsible for determining which laws, regulations, and standards apply to its business and the Website, and for ensuring that the Website, Client Content, and Client’s business comply with them. These include:

(i) accessibility laws and standards, including the Americans with Disabilities Act, state accessibility and civil rights laws, and any version or conformance level of the Web Content Accessibility Guidelines (WCAG);

(ii) privacy, data-protection, and data-security laws, including the EU and UK General Data Protection Regulations, the California Consumer Privacy Act (as amended), other state consumer privacy laws, and the Children’s Online Privacy Protection Act;

(iii) laws governing cookies, tracking pixels, analytics, session-recording, chat, and similar technologies, including consent requirements and wiretapping and eavesdropping laws;

(iv) the Health Insurance Portability and Accountability Act (HIPAA) and other health-information laws;

(v) the Payment Card Industry Data Security Standard (PCI-DSS) and other payment-card network rules;

(vi) consumer-protection, advertising, endorsement, testimonial, pricing, automatic-renewal, and e-commerce laws;

(vii) email and text-message marketing laws, including the CAN-SPAM Act and the Telephone Consumer Protection Act;

(viii) laws, regulations, and professional rules specific to Client’s industry; and

(ix) any requirement to post a privacy policy, terms of use, refund policy, or other legal notice.

(b) Provider is not a lawyer, accessibility auditor, privacy professional, or compliance consultant, and does not provide legal advice, compliance reviews, audits, or certifications. If the SOW includes features related to accessibility (such as alt-text fields or color-contrast choices) or privacy (such as a cookie banner or consent checkbox), Provider will implement those features as described in the Specifications, but implementing them is not a representation or warranty that the Website complies with any law or standard. Any legal text Provider places on the Website, such as a sample privacy policy or disclaimer, is a placeholder only, and Client must replace it with text approved by Client’s own legal counsel.

(c) Provider is not a “business associate” under HIPAA. Client will not give Provider access to protected health information, payment card data, government identification numbers, or financial account numbers. Provider does not intend to process personal data on Client’s behalf. If Client needs Provider to access personal data in a way that Applicable Law requires a data processing agreement or business associate agreement to cover, Client will notify Provider in writing before granting that access, and Provider may decline the access or require a separate written agreement first.

12.3 Hosting, Availability, and Performance. Client selects, contracts with, and pays the provider of the Deployment Environment directly. Any hosting recommendation Provider makes is for information only, and the choice is Client’s own decision. Provider is not responsible for downtime, outages, slow load times, server errors, data loss, email delivery, SSL/TLS certificate problems, DNS propagation, capacity limits, or any other failure of the Deployment Environment or Client’s network. Any page-speed or performance measurement Provider supplies reflects conditions on the date measured only and is not a commitment about future performance, which depends on factors outside Provider’s control, including hosting resources, traffic, Client Content, and third-party scripts.

12.4 Third-Party Components and Services. Provider does not own or control Third-Party Components or Third-Party Services. Provider is not responsible for their availability, performance, security, accuracy, pricing, license terms, support, updates, discontinuation, or changes (including changes to an API that cause a Website feature to stop working), even if Provider selected, recommended, or configured them. Client’s use of each Third-Party Component and Third-Party Service is governed solely by the terms between Client and its provider; Provider is not a party to those terms or Client’s agent under them. Provider will integrate Third-Party Services according to the provider’s documentation in effect on the date of integration. For payment processors, Provider does not handle funds and is not responsible for transaction failures, declined payments, chargebacks, fraud, payout holds, account suspensions, or fees. If a Third-Party Component is used under a license held by Provider (such as a developer or agency license), Provider has no obligation to maintain or renew that license after the Deployment Date, and Client must buy its own license if it wants continued updates or support.

12.5 Search Rankings and Business Results. Provider does not guarantee, and is not responsible for, search engine indexing or rankings, traffic, leads, conversions, sales, revenue, or any other business result. Search engines and platforms change their algorithms and policies without notice. Any search-engine-related Services are limited to the specific technical tasks listed in the SOW.

12.6 Client Content and User Content. As provided in Section 3.3, Client is solely responsible for Client Content, including its accuracy, legality, and Client’s right to use it. Client is also solely responsible for content submitted by users of the Website. Provider has no obligation to moderate, monitor, or remove any content.

12.7 Modifications. Provider is not responsible for any problem with the Website that arises after a Modification, whether or not the Modification caused it, unless Client proves that the problem existed on the Deployment Date, was not caused or contributed to by any Modification, and was reported in a Defect Notice during the Warranty Period.

13.1 EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR: (a) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES; OR (b) ANY OF THE FOLLOWING, WHETHER CLASSIFIED AS DIRECT OR INDIRECT DAMAGES: LOST PROFITS; LOST REVENUE OR SALES; LOSS OF BUSINESS, CUSTOMERS, OR OPPORTUNITY; LOSS OF GOODWILL OR REPUTATION; LOSS, CORRUPTION, OR UNAVAILABILITY OF DATA; BUSINESS INTERRUPTION OR DOWNTIME; COST OF SUBSTITUTE SERVICES; COSTS OF INVESTIGATING OR REMEDIATING A SECURITY INCIDENT OR OF NOTIFYING ANY PERSON OR AUTHORITY ABOUT IT; OR FINES, PENALTIES, OR ASSESSMENTS IMPOSED BY ANY GOVERNMENT AUTHORITY, PAYMENT CARD NETWORK, OR PAYMENT PROCESSOR. THIS SECTION 13.1 APPLIES TO ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, OR THE WEBSITE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND STATUTE, EVEN IF A PARTY WAS ADVISED OF THE POSSIBILITY OF THOSE DAMAGES AND EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

13.2 CAP ON PROVIDER’S LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER’S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, OR THE WEBSITE, UNDER ANY THEORY OF LIABILITY, INCLUDING PROVIDER’S OBLIGATIONS UNDER SECTION 14.2, WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT. AMOUNTS CLIENT PAYS FOR EXPENSES, TAXES, OR THIRD-PARTY COSTS ARE NOT FEES FOR THIS PURPOSE. MULTIPLE CLAIMS WILL NOT INCREASE THIS LIMIT, AND ANY REFUND PROVIDER PAYS UNDER SECTION 11.4 OR 14.2 REDUCES IT.

13.3 Exceptions. Sections 13.1 and 13.2 do not limit: (a) Client’s obligations to pay Fees, expenses, interest, collection costs, and the Kill Fee; (b) Client’s obligations under Section 14.1; or (c) either Party’s liability for its own fraud or willful misconduct, or any other liability that cannot be limited or excluded under Applicable Law. Amounts Provider must pay a third party under a final judgment or an approved settlement of a Claim covered by Section 14.2 are treated as direct damages for purposes of Section 13.1, but remain subject to Section 13.2.

13.4 Basis of the Bargain. Client acknowledges that the Fees reflect the allocation of risk in Sections 11 through 14, that Provider would not provide the Services for these Fees without those limitations, and that the limitations are an essential part of the bargain between the Parties. They apply even if an exclusive remedy fails of its essential purpose.

13.5 Deadline for Claims. To the extent permitted by Applicable Law, Client must bring any claim or action against Provider arising out of or relating to this Agreement, the Services, or the Website within one (1) year after the claim accrues. Any claim not brought within that period is permanently barred.

14.1 Indemnification by Client. Client will defend Provider and its owners, members, managers, employees, subcontractors, successors, and permitted assigns (the “Provider Indemnitees”) against any Claim arising out of or relating to any of the following, and will indemnify and hold harmless the Provider Indemnitees from all resulting Losses:

(a) Client Content, including any allegation that Client Content infringes, misappropriates, or violates any intellectual property, privacy, publicity, or other right, or is false, misleading, defamatory, or unlawful;

(b) Client’s business, products, or services, or Client’s dealings with its customers, users, employees, or vendors;

(c) the Website’s compliance or alleged non-compliance with any law or standard described in Section 12.2, including any accessibility lawsuit or demand letter;

(d) any Security Incident;

(e) any Modification;

(f) any Third-Party Component or Third-Party Service, including Client’s use of it or breach of its terms;

(g) Client’s decisions and instructions, including Client’s choice of Deployment Environment, Third-Party Components, Third-Party Services, features, design, or content, and any decision to proceed against a recommendation Provider made in writing;

(h) the operation, content, or use of the Website after the Deployment Date, or any data collected, stored, or transmitted through the Website at any time; or

(i) Client’s breach of this Agreement or violation of Applicable Law.

Client’s obligations under this Section 14.1 apply even if the Claim alleges, or it is determined, that a Provider Indemnitee was negligent, except to the extent a court finally determines that a Loss was caused by a Provider Indemnitee’s fraud or willful misconduct. This Section 14.1 does not apply to a Claim for which Provider must indemnify Client under Section 14.2.

14.2 Indemnification by Provider. Provider will defend Client and its owners, officers, and employees (the “Client Indemnitees”) against any Claim alleging that the Custom Work Product or Provider Materials, as delivered by Provider and before any Modification, infringe a United States copyright or misappropriate a third party’s trade secret. Provider will indemnify the Client Indemnitees from damages finally awarded by a court, or agreed in a settlement Provider approves in writing, on that Claim. Provider has no obligation under this Section 14.2 for any Claim to the extent it arises from: (a) Client Content; (b) Third-Party Components or Third-Party Services; (c) any Modification; (d) the combination of the Deliverables with anything Provider did not supply, if the Claim would not have arisen without the combination; (e) Provider’s compliance with Client’s designs, specifications, or instructions; (f) Client’s continued use of an allegedly infringing item after Provider provides a non-infringing modification or replacement; or (g) Client’s breach of this Agreement.

If any Deliverable becomes, or in Provider’s opinion is likely to become, the subject of such a Claim, Provider may, at its option and expense: (i) obtain the right for Client to continue using it; (ii) modify or replace it so that it is non-infringing and provides substantially similar functionality; or (iii) if Provider determines that neither (i) nor (ii) is practical, require Client to stop using the affected item and refund the Allocated Fee for it. THIS SECTION 14.2 STATES PROVIDER’S ENTIRE LIABILITY, AND CLIENT’S EXCLUSIVE REMEDY, FOR ANY CLAIM OF INFRINGEMENT OR MISAPPROPRIATION, AND IT IS SUBJECT TO SECTION 13.

14.3 Procedure. A Party seeking defense or indemnification (the “Indemnified Party”) will: (a) notify the other Party (the “Indemnifying Party”) in writing promptly after learning of the Claim, although a delay relieves the Indemnifying Party of its obligations only to the extent the delay materially prejudices it; (b) give the Indemnifying Party control of the defense and settlement of the Claim; and (c) provide the information and assistance the Indemnifying Party requests for the defense, at the Indemnifying Party’s expense. The Indemnified Party may participate in the defense with its own counsel at its own expense. The Indemnifying Party may not settle a Claim in a way that requires the Indemnified Party to admit fault, pay any amount the Indemnifying Party does not fund, or take or refrain from any action, without the Indemnified Party’s prior written consent. If Client does not assume the defense of a Claim under Section 14.1 within ten (10) Business Days after receiving notice of it, Provider may defend the Claim with counsel of its choice, Client will reimburse Provider’s defense costs as they are incurred, and Client remains bound by Section 14.1.

15.1 Term. This Agreement begins on the Effective Date and continues until the later of (a) the end of the Warranty Period and (b) Provider’s receipt of all amounts owed, unless terminated earlier under this Section 15.

15.2 Termination by Client for Convenience. Client may terminate this Agreement for any reason by giving Provider ten (10) days’ written notice. Within ten (10) days after the termination takes effect, Client will pay Provider: (a) the greater of (i) all Fees that became due before the termination date, including the Deposit, and (ii) the Hourly Rate for all time Provider spent on the Project through the termination date, up to the Project Fee (the “Time-Based Amount”); (b) all approved expenses incurred; and (c) a kill fee equal to twenty-five percent (25%) of the amount by which the Project Fee exceeds the amount payable under clause (a) (the “Kill Fee”). Amounts Client has already paid will be credited against these amounts, but no amount already paid will be refunded.

15.3 Termination by Provider for Convenience. Provider may terminate this Agreement for any reason by giving Client ten (10) days’ written notice. Client will then pay the Time-Based Amount and approved expenses, but not the Kill Fee, and Provider will refund any amount Client has paid, including the Deposit, that exceeds those amounts.

15.4 Termination for Cause. Either Party may terminate this Agreement by written notice if the other Party materially breaches it and does not cure the breach within ten (10) days after receiving written notice describing it (or within five (5) Business Days for a failure to pay). Provider may also terminate this Agreement immediately by written notice if:

(a) Client becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of a bankruptcy proceeding;

(b) Client asks Provider to do anything that Provider believes in good faith would violate Applicable Law or a third party’s rights, and Client does not withdraw the request within three (3) Business Days after Provider’s written objection;

(c) Client or anyone acting for Client harasses, threatens, or abuses Provider; or

(d) a Client Delay continues for more than sixty (60) days, in which case the Project is considered abandoned by Client.

15.5 Payments on Termination for Cause. If Provider terminates under Section 15.4, Client will pay all amounts described in Section 15.2, including the Kill Fee. If Client terminates under Section 15.4 because of Provider’s uncured material breach, Client will pay the Time-Based Amount and approved expenses, but not the Kill Fee, and Provider will refund any amount Client has paid, including the Deposit, that exceeds those amounts.

15.6 Kill Fee Is Liquidated Damages. The Parties agree that Provider reserves capacity in its schedule for the Project and turns away other work to do so, that Provider’s damages from an early termination would be difficult to determine, and that the Kill Fee is a reasonable estimate of those damages and not a penalty.

15.7 Effect of Termination. On any termination of this Agreement:

(a) all amounts owed to Provider become due within ten (10) days after the termination takes effect;

(b) Provider will stop work and has no obligation to complete or Deploy the Website;

(c) after Provider receives all amounts owed, Provider will deliver to Client the Deliverables completed and paid for as of the termination date, in their then-current state, “AS IS” and without any warranty, and Section 9.2 will apply only to those Deliverables;

(d) Provider’s obligations under Section 11 end;

(e) each Party will return or destroy the other Party’s Confidential Information under Section 10.4; and

(f) Client will revoke Provider’s access, and Provider will delete Client Credentials, under Section 12.1.

15.8 Survival. Sections 1, 3.3, 3.4, 7.3, 7.4, 8, 9, 10, 11.3 through 11.5, 12, 13, 14, 15.5 through 15.8, 16, 17, and 18, and any other provision that by its nature is intended to survive, survive the expiration or termination of this Agreement.

16.1 Relationship. Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship, and neither Party has authority to bind the other.

16.2 Control and Taxes. Provider controls the manner, means, hours, and location of its work and provides its own equipment and tools. Provider is responsible for its own taxes, insurance, and business expenses and is not entitled to any employee benefits from Client. Client will not withhold taxes from payments to Provider, and Provider will give Client a completed IRS Form W-9 on request.

16.3 Other Clients. Provider may perform services for other clients, including businesses in the same industry as Client, during and after the term of this Agreement.

17.1 Governing Law. This Agreement is governed by the laws of the State of Rhode Island, without regard to its conflict-of-laws rules.

17.2 Informal Resolution. Before starting a lawsuit, a Party must send the other Party written notice describing the dispute, and the Parties will meet by phone or video within ten (10) Business Days after the notice to try to resolve it. If the dispute is not resolved within thirty (30) days after the notice, either Party may proceed under Section 17.3. This Section 17.2 does not apply to an action to collect unpaid amounts or to seek an injunction protecting intellectual property or Confidential Information.

17.3 Venue. Each Party consents to the exclusive jurisdiction of, and venue in, the state and federal courts located in [COUNTY], Rhode Island for any lawsuit arising out of or relating to this Agreement, except that either Party may bring a claim in any small claims court that has jurisdiction over it.

17.4 WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

17.5 Attorneys’ Fees. In any proceeding arising out of or relating to this Agreement, the prevailing Party may recover its reasonable attorneys’ fees, costs, and expenses, in addition to any other relief. This is in addition to Client’s obligation under Section 8.5 to pay collection costs.

18.1 Entire Agreement; Order of Precedence. This Agreement, including its Exhibits, each SOW, and each Change Order, is the entire agreement between the Parties about its subject matter and supersedes all prior proposals, quotes, emails, and discussions. If there is a conflict, the following order of priority applies: (a) the body of this Agreement; (b) Change Orders; (c) the SOW; and (d) the other Exhibits. However, an SOW or Change Order overrides a section of this Agreement if, and only to the extent that, it expressly identifies the section number it overrides and is signed by both Parties.

18.2 No Other Terms. No terms in any purchase order, vendor registration, invoice portal, or online terms presented by Client apply to the Services, even if Provider accepts, signs, or clicks through them.

18.3 Amendments. This Agreement may be amended only by a written document signed by both Parties, except that Change Orders may be made as described in the definition of Change Order.

18.4 Assignment. Client may not assign or transfer this Agreement without Provider’s prior written consent. Provider may assign this Agreement without Client’s consent to an entity Provider owns or controls, or to a successor to Provider’s business, by giving Client written notice. Any attempted assignment in violation of this Section is void.

18.5 Force Majeure. Neither Party is liable for any delay or failure to perform, other than a failure to pay money, caused by an event beyond its control, including natural disaster, severe weather, fire, flood, epidemic, war, terrorism, civil unrest, government action, labor dispute, power or internet outage, cyberattack, or failure of a Third-Party Service or the Deployment Environment, and, for Provider, the serious illness or injury of Provider’s principal or a family medical emergency. The affected Party will notify the other Party in writing promptly and resume performance when the event ends. If the event delays performance for more than thirty (30) days, either Party may terminate this Agreement by written notice. Client will then pay the Time-Based Amount and approved expenses, but not the Kill Fee, and Provider will refund any amount Client has paid, including the Deposit, that exceeds those amounts.

18.6 Subcontractors. Provider may engage subcontractors to perform parts of the Services if they are bound by confidentiality obligations at least as protective as Section 10. Provider is responsible for its subcontractors’ work as if it were Provider’s own, subject to all limitations in this Agreement.

18.7 Notices. All notices under this Agreement must be in writing and sent by email to the notice address listed under the receiving Party’s signature, or to another address that Party designates by notice. A notice is effective when sent if sent on a Business Day before 5:00 p.m. in the recipient’s time zone, and otherwise on the next Business Day, unless the sender receives an automated message that the email was not delivered. Any notice of breach, termination, or a Claim must include “LEGAL NOTICE” in the subject line.

18.8 Severability. If any provision of this Agreement is held unenforceable, it will be enforced to the maximum extent permitted and modified to the minimum extent necessary to make it enforceable, and the rest of this Agreement will remain in effect. Each limitation, exclusion, and disclaimer in Sections 11 through 14 is severable from and independent of the others and will be enforced as written to the extent permitted by law.

18.9 Waiver. A waiver is effective only if it is in writing and signed by the waiving Party. A Party’s failure or delay in enforcing a provision is not a waiver of it. Provider’s acceptance of a late or partial payment does not waive its right to the full amount or any other right.

18.10 Interpretation. Headings are for convenience only. “Including” means “including without limitation.” “Days” means calendar days unless Business Days are specified. Each Party has had the opportunity to review this Agreement with legal counsel of its choice, and no provision will be interpreted against a Party because that Party drafted it.

18.11 Counterparts and Electronic Signatures. This Agreement may be signed in counterparts and by electronic signature, each of which is an original and all of which together form one agreement.

18.12 Authority. Each individual signing this Agreement represents that he or she is authorized to sign it for the Party on whose behalf he or she signs.

18.13 No Third-Party Beneficiaries. Except for the Provider Indemnitees and Client Indemnitees under Section 14, no one other than the Parties has any rights under this Agreement.

This Statement of Work No. 1 is issued under the Website Design and Deployment Services Agreement between Hazon LLC and Yvonne Mouradian, doing business as Consign and Design, dated October 25, 2026. Anything not listed in this SOW is outside the Services (see Section 2).

A1. Project. Consign and Design Consignment Shop Website (Warren, Rhode Island). Client domain: [DOMAIN NAME]. Platform or content management system: as selected in the proposal (Platform Website or Portable Website).

A2. Deliverables. All amounts below are included in the Project Fee stated in A9.

• ·Design concepts. One (1) homepage concept and interior page template designs, delivered as a private preview link.
• ·Website build. Five (5) pages: Home, About, How Consignment Works, Shop Showcase, and Contact & Hours.
• ·Features. Contact form routing to Client’s email, Google Maps location, and store hours.
• ·Technical setup. Page titles and meta descriptions using Client-provided text; XML sitemap.
• ·Deployment and Handoff Package. Deployment to the Deployment Environment and the Handoff Package described in Section 7.2.

A3. Specifications. As shown in the Accepted design concepts and described in the Hazon Consulting proposal dated October 2026.

A4. Supported Browsers. Most recent stable versions, as of the Deployment Date, of Chrome, Safari, Firefox, and Edge on desktop; Safari on iOS; Chrome on Android; screen widths from 360 to 1920 pixels.

A5. Deployment Environment. [HOSTING PROVIDER AND PLAN], selected and paid for by Client. Minimum technical requirements: SSL/TLS support.

A6. Revision Rounds. Design concepts: two (2). Staging Website: one (1).