Effective Date: The date of Client's initial payment submission via
Stripe (the "Effective Date").
This Website Development and Hosting Services Agreement (this
"Agreement") constitutes a legally binding contract between 545 Online
LLC, a California limited liability company ("Service Provider," "we,"
"us," or "our"), and the individual or entity that submits payment for
the services described herein ("Client," "you," or "your"). By engaging
our services, you agree to the following terms and conditions.
By selecting a service plan, submitting any payment through our Stripe
payment portal, or otherwise utilizing our services, you:
(i) represent that you have the full legal authority to bind yourself
or the entity you represent;
(ii) acknowledge that you have read, understand, and accept all terms
of this Agreement; and
(iii) unconditionally agree to be bound by this Agreement in its
entirety.
Your electronic payment submission constitutes your irrevocable electronic signature and acceptance of this Agreement. If you do not agree, you must immediately cease all use of our services and website and refrain from submitting payment.
2.1 "Content" means all text, images, graphics, logos, audio, video, data, trademarks, and other materials provided by Client for use in the Website.
2.2 "Deliverables" means the final, functional Website and related materials produced and delivered under the selected Service Plan.
2.3 "Edits" means post-launch modifications, categorized as Small (<15 min), Medium (15-45 min), or Large (>45 min), as detailed in Exhibit A.
2.4 "Hosting Services" means the ongoing website hosting, maintenance, updates, security scans, SEO activities, performance checks, traffic reporting, and support provided under a recurring billing model.
2.5 "Service Order" means the electronic record of Client's selected Service Plan, features, and fees during checkout, incorporated herein by reference.
2.6 "Service Plan" means the selected tier of service: Starter, Standard, Pro, or Premium.
2.7 "Website" means the custom website developed, hosted, and/or maintained for Client under this Agreement.
3.1 Service Plans. Services are strictly limited to the features, page/section counts, integration limits, and Edit quotas specified in the selected Service Plan:
3.2 Hosting and Maintenance. For recurring plans, Service Provider will provide monthly Edit quotas, SEO activities, scans, reports, and support as detailed in Exhibit A. Edit quotas are fixed per Service Plan and vary by tier (e.g., higher plans include more edits per month). Detailed definitions of Small, Medium, and Large Edits, along with exact monthly quotas for each Plan, are provided in Exhibit A for clarity. All services are subject to explicit Plan limits. SEO and performance outcomes are provided on a best-efforts basis; no specific results are guaranteed.
3.3 Development Process. Service Provider will develop the Website based on Client-provided Content and specifications, with reasonable opportunities for preview and revision prior to launch.
3.4 Client Responsibilities. Client is solely responsible for: (i) providing complete, accurate, and final Content in a timely manner; (ii) responding to requests for feedback and approval within reasonable timeframes; and (iii) any delays or additional costs caused by Client's failure to meet these obligations.
3.5 Referral Program. Client may receive promotional credits or discounts for referring new clients, subject to Service Provider's current referral program terms at the time of referral.
3.6 Third-Party Platforms. The Website is created and hosted using third-party platforms (e.g., landingsite.ai). Service Provider is not liable for any third-party service outages, changes, pricing, feature alterations, data loss, or discontinuations. Post-ownership transfer, Client may be required to establish and pay for accounts directly with third-party providers.
3.7 One-Time Builds. Service Provider may also offer one-time website build services. One-time build pricing and features will be specified at the time of purchase and are not included in recurring monthly plans.
Client acknowledges that the Website is built using proprietary website-building platforms. As a result, the Website is not delivered as transferable source code and cannot be migrated to another platform in its original form. Any ownership, control, or management of the Website is limited to the platform on which it was built.
4.1 Fees. Client shall pay all fees as specified in the Service Order.
4.2 Payment Processing. All payments are processed via Stripe. Client authorizes Service Provider to charge the provided payment method for all applicable fees, including recurring charges.
4.3 No Refund Policy. ALL FEES ARE NON-REFUNDABLE AND NON-CREDITABLE UPON PAYMENT SUBMISSION, regardless of reason, including dissatisfaction, non-use, dispute, chargeback, or early termination. Services are custom and commence immediately upon payment.
4.4 Late Payments. If payment is not received on time, Service Provider may suspend services until payment is resolved.
4.5 Taxes. Client is responsible for all applicable sales, use, or similar taxes.
5.1 Ownership During Active Service. For as long as Client is subscribed to and actively paying for Hosting Services, Service Provider retains full ownership of the Website, including all source code, design elements, and underlying structure. Client receives only a limited, revocable, non-exclusive, non-transferable license to use and display the Website for its legitimate business purposes.
5.2 Ownership Transfer. Client may request transfer of website ownership at any time. Upon transfer, all hosting, maintenance, updates, and support provided by Service Provider will cease, and Client assumes full responsibility for the Website.
5.3 Effect of Transfer. Immediately upon any ownership transfer, all hosting, maintenance, updates, security scans, SEO activities, support, backups, and any other Hosting Services provided by Service Provider cease permanently and irrevocably. Client becomes solely responsible for all ongoing hosting, maintenance, security, and operation of the Website. Service Provider will provide necessary export files and limited transition assistance (e.g., access credentials for underlying platforms) within thirty (30) days of a valid transfer request and confirmation of full payment of all outstanding fees.
5.4 Service Provider IP. Service Provider retains all rights to its pre-existing tools, templates, code libraries, and methodologies. Any license to use such intellectual property terminates upon cessation of Hosting Services.
5.5 Client Content. Client represents it owns or has licensed all Content provided and grants Service Provider a worldwide, royalty-free license to use such Content solely to perform the services under this Agreement.
6.1 Term. This Agreement commences on the Effective Date and continues until project completion or termination of Hosting Services.
6.2 Termination for Cause. Either party may terminate for the other's material breach upon 15 days' written notice, provided the breach remains uncured. Service Provider may terminate immediately for non-payment.
6.3 Post-Termination. Upon termination, all unpaid fees become immediately due and payable. Service Provider's obligation to provide data exports is contingent upon full payment.
7.1 Limited Warranty. Service Provider warrants it will perform services in a professional and workmanlike manner and that the Website will be functionally operational at launch.
7.2 Disclaimer. EXCEPT AS EXPRESSLY STATED HEREIN, SERVICES AND DELIVERABLES ARE PROVIDED "AS IS." SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SERVICE PROVIDER DOES NOT GUARANTEE UNINTERRUPTED SERVICE, SPECIFIC SEO RANKINGS, TRAFFIC, LEADS, SALES, OR ANY OTHER BUSINESS RESULTS.
7.3 Limitation of Liability. SERVICE PROVIDER'S AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.1 Independent Contractor. Service Provider is an independent contractor. Nothing herein creates a partnership, joint venture, employment, or agency relationship.
8.2 Governing Law; Arbitration. This Agreement is governed by the laws of the State of California, excluding its conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved exclusively through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in Tulare County, California. The prevailing party in any arbitration or legal proceeding shall be entitled to recover its reasonable attorneys' fees and costs.
8.3 Entire Agreement; Amendment. This Agreement, including the Service Order and Exhibit A, constitutes the entire agreement between the parties. Service Provider may amend this Agreement by posting updated terms; Client's continued use of services constitutes acceptance.
8.4 Severability. If any provision is held invalid or unenforceable, the remaining provisions will remain in full force.
8.5 Assignment. Client may not assign this Agreement without Service Provider's prior written consent. Service Provider may assign this Agreement freely.
8.6 Force Majeure. Service Provider is not liable for delays or failures in performance due to causes beyond its reasonable control.
8.7 Notices. Formal notices shall be sent via email to the addresses provided in the Service Order or associated account.
(Applicable to All Recurring Hosting Plans)
| Category | Time Required | Description & Examples |
|---|---|---|
| Small Edit | Less than 15 minutes | Minor changes such as text updates, single image replacements, minor color/font adjustments, or small layout tweaks. |
| Medium Edit | 15 to 45 minutes | Changes such as adding or reorganizing a content section, updating navigation menus, or moderate content restructuring. |
| Large Edit | More than 45 minutes | Significant changes such as adding a full new page, integrating new functionality, or substantial redesign work. |
Unused edits do not roll over and expire at the end of each billing month.
YOUR ELECTRONIC PAYMENT CONFIRMS YOUR AGREEMENT TO BE LEGALLY BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT.
📧 [email protected]
📞 (559) 429-5451
You can view or download a copy here for your records.