1. ACCEPTANCE, AUTHORITY, AND ELECTRONIC COMMUNICATIONS

1.1 Business Purpose. Client represents that the services are being obtained primarily for business or commercial purposes, rather than personal, family, or household purposes.

1.2 Authority. The person accepting this Agreement represents that they are at least eighteen (18) years old and have authority to enter into this Agreement on behalf of themselves or the business or organization identified as Client.

1.3 Electronic Acceptance. Client affirmatively accepts this Agreement by taking an electronic action specifically indicating agreement, including:
(i) checking an agreement box;
(ii) clicking an acceptance button;
(iii) electronically signing; or
(iv) providing written electronic confirmation that Client agrees to this Agreement.

Client's initial payment following such acceptance activates the services and establishes the Effective Date unless otherwise stated. Payment alone is not intended to constitute Client's electronic signature without a separate affirmative indication of acceptance of this Agreement.

1.4 Electronic Instructions and Approvals. Client authorizes 545 Online to reasonably rely upon instructions, approvals, requests, content, and other communications received through:

• Client's designated email address;
• Client's designated telephone number or text messages;
• 545 Online intake or update forms;
• approved electronic messaging channels; or
• another method mutually used by the parties.

Such communications may constitute written instructions or approvals under this Agreement. Client is responsible for notifying 545 Online if an authorized email address, telephone number, representative, or other contact method changes or becomes compromised.

2. DEFINITIONS

2.1 "Billing Period" means a one-month service period generally beginning on Client's recurring payment date and ending immediately before the following monthly billing date.

2.2 "Client Content" means any text, photographs, videos, logos, graphics, trademarks, pricing, descriptions, contact information, policies, business information, or other material supplied or approved by Client for the Website.

2.3 "Edit" means a post-payment change or modification to the Website. Edits are categorized as Small, Medium, or Large as described in Exhibit A.

2.4 "Hosting Services" means the continued publication and platform management of the Website through a third-party website platform selected or managed by 545 Online.

2.5 "Service Order" means the electronic record identifying Client's selected plan, price, promotional or negotiated pricing if applicable, and any specially agreed services. This may consist of Client's checkout record, intake submission, written quote, invoice, or other written confirmation.

2.6 "Service Plan" means the Standard, Pro, Premium, or other expressly agreed service tier selected by Client.

2.7 "Third-Party Service" means any software, platform, registrar, hosting provider, payment processor, API, artificial-intelligence provider, booking service, email service, ecommerce provider, integration, or other service not owned and controlled by 545 Online.

2.8 "Website" means the website developed and managed for Client under this Agreement, including its platform configuration, pages, sections, layout, and incorporated materials.

3. SERVICE PLANS AND SCOPE

3.1 Standard Plan — $50 Per Month. Unless a different price is stated in Client's Service Order, the Standard Plan includes: one-page Website; up to eight (8) Website sections; mobile-friendly design; hosting through the supported website platform; ongoing platform-supported updates; basic SEO setup; support through designated text or email channels; and monthly Edits according to Exhibit A.

3.2 Pro Plan — $75 Per Month. Unless a different price is stated in Client's Service Order, the Pro Plan includes: up to five (5) Website pages; up to fifteen (15) Website sections; all generally applicable Standard Plan features; enhanced SEO setup; priority support; and monthly Edits according to Exhibit A.

3.3 Premium Plan — $125 Per Month. Unless a different price is stated in Client's Service Order, the Premium Plan includes: up to fifteen (15) Website pages; no preset section-count limit within a reasonable Website scope and the technical limits of the platform; all generally applicable Pro Plan features; advanced SEO setup; optional AI chatbot integration when technically appropriate; reasonable custom feature integrations that 545 Online determines are technically feasible and within the intended scope of the plan; highest-priority support; and monthly Edits according to Exhibit A.

"Unlimited section selection" does not mean unlimited development labor, unlimited pages, unlimited custom programming, or an unlimited right to redesign the Website.

3.4 Promotional or Custom Pricing. If Client receives promotional, loyalty, referral, negotiated, or otherwise customized pricing, the amount shown in the Service Order controls over the standard prices above. The applicable feature limits remain those of the selected Service Plan unless otherwise agreed in writing.

3.5 Initial Development and Publication. 545 Online will develop the Website based on available Client Content, Client instructions, and the selected Service Plan. When Client submits the initial payment after reviewing the proposed Website or design direction, that payment constitutes Client's authorization for 545 Online to proceed with finalization and publication of the Website.

Additional changes requested after payment are subject to Client's applicable monthly Edit allowance. If 545 Online incorrectly implements information that Client supplied correctly, 545 Online will correct its error without treating the correction as a Client-requested Edit. If a correction is required because Client supplied inaccurate, incomplete, outdated, or changed information, the correction may be treated as a normal Edit.

3.6 Plan Limits. Services are limited to the applicable Plan's page limits, section limits, Edit allowance, and reasonable intended scope. A request that exceeds Client's Plan may require:

• use of additional available Edits;
• deferral to a later Billing Period;
• an upgrade to another Service Plan;
• a separately agreed fee; or
• refusal of the request.

545 Online will not intentionally impose an additional charge without informing Client before performing work for which an additional charge will apply.

4. SEO, CUSTOM FEATURES, AI, AND THIRD-PARTY FUNCTIONS

4.1 SEO Services. SEO services are provided on a best-efforts basis using reasonable, platform-supported on-page optimization practices. Depending on the Website, selected Plan, Client Content, and capabilities of the platform, SEO work may include items such as page titles, descriptions, heading structure, search-friendly organization, internal linking, image descriptions, indexing-related configuration, and other reasonable optimization efforts.

The Basic, Enhanced, and Advanced SEO descriptions primarily indicate the relative scope and attention available under each Plan. They do not represent guaranteed rankings or a guarantee that any particular SEO technique will be performed.

545 Online does not guarantee:

• placement on the first page of a search engine;
• any particular ranking;
• indexing by any particular search engine;
• increases in Website traffic;
• leads;
• sales; or
• any other business result.

Search engines and third parties independently control their algorithms, indexing, rankings, and policies.

4.2 Custom Feature Integrations. Premium custom feature integrations are subject to reasonable scope, technical feasibility, platform capability, security considerations, and compatibility with the Website. A feature does not become unlimited or automatically included merely because it can be described as a "custom integration." Major application development, extensive custom programming, services outside 545 Online's normal capabilities, or work requiring substantial development outside the Website platform may be declined or separately quoted.

4.3 AI Chatbots and AI Features. Where an AI chatbot or other artificial-intelligence feature is provided, Client understands that automated AI output may sometimes be incomplete, inaccurate, outdated, or inappropriate. Client is responsible for determining whether an AI feature is appropriate for Client's business and for reviewing the information and instructions supplied to that feature. 545 Online does not guarantee the accuracy of AI-generated responses and is not responsible for business decisions or third-party reliance based solely upon automated AI output.

4.4 Ecommerce. Ecommerce, online checkout, product sales, or payment-processing functionality is not included as a standard promised feature unless expressly identified in the applicable Service Order. If ecommerce functionality is later agreed upon, Client remains responsible for Client's products, pricing, taxes, refunds, fulfillment, shipping, payment-processing account, legal disclosures, and compliance obligations.

4.5 Business Email. Business email accounts, including addresses such as name@clientdomain.com, are not included unless separately agreed in writing.

5. CLIENT RESPONSIBILITIES

5.1 Accuracy of Client Information. Client is responsible for reviewing and ensuring the accuracy of all Client Content, including prices, addresses, telephone numbers, email addresses, hours, service descriptions, product information, photographs, claims, promotions, and other business information.

545 Online may reasonably rely upon Client-supplied information without independently verifying it. If Client discovers incorrect information, 545 Online will use reasonable efforts to correct the Website promptly after receiving clear notice of the correction.

5.2 Rights to Client Content. Client represents and warrants that Client owns or has sufficient permission to use all Client Content supplied to 545 Online. Client will not knowingly instruct 545 Online to publish material that infringes another person's copyright, trademark, privacy, publicity, contractual, or other legal rights.

5.3 Client's Business and Legal Compliance. Client is solely responsible for the legality of Client's business, goods, services, claims, advertisements, promotions, transactions, and business practices. 545 Online does not provide legal, tax, accounting, medical, regulatory, or compliance advice.

5.4 Privacy Policies, Terms, and Other Legal Documents. Client is responsible for determining whether Client's Website requires a privacy policy, terms and conditions, refund policies, cookie disclosures, accessibility disclosures, industry-specific disclosures, licensing information, or other legal documentation.

545 Online may place or format materials supplied by Client but does not represent that such materials are legally sufficient. Any template, AI-generated example, or formatting assistance provided by 545 Online is not legal advice.

5.5 Accessibility. 545 Online may use reasonable platform-supported accessibility practices but does not warrant or guarantee that a Website complies with every accessibility statute, regulation, guideline, or standard applicable to Client. Client is responsible for determining any specific accessibility obligations applicable to Client's business.

5.6 Client Delays. 545 Online is not responsible for delays caused by Client's failure to provide requested information, content, credentials, feedback, authorization, or decisions. If Client continues paying for an active Plan but stops responding, 545 Online may continue maintaining the Website and attempting reasonable communication. Client's lack of response does not by itself require 545 Online to cancel an otherwise paid account.

6. FORMS AND WEBSITE USER DATA

Where Website contact, quote, or inquiry forms are configured to send submissions directly to Client, 545 Online does not ordinarily receive or retain those submissions.

Client is responsible for:

• the destination email address or account;
• reviewing and responding to submissions;
• securing Client's email and accounts;
• complying with privacy and data-protection obligations; and
• determining what information Client should lawfully collect.

If Client requests a future feature that causes 545 Online to receive or process Website-user information, additional terms may apply.

10. WEBSITE, CONTENT, DOMAIN, AND OWNERSHIP

10.1 Client Content. Client retains ownership of Client Content. Client grants 545 Online a non-exclusive, worldwide, royalty-free license to use, reproduce, resize, format, modify, publish, and display Client Content solely as reasonably necessary to perform the services and as otherwise permitted under the portfolio provisions below.

10.2 Platform Control During Active Service. During an active managed Service Plan, the Website may remain inside an account controlled or managed by 545 Online so that 545 Online can provide hosting, publication, maintenance, updates, and support. 545 Online may be identified by the third-party platform as the Website's "owner," "administrator," or similar technical role.

Those platform labels are operational permissions and do not override the ownership and transfer rights expressly stated in this Agreement. 545 Online may also add Client as an administrator or other authorized platform user where appropriate.

10.3 Free Ownership Transfer. Client may request transfer of control of the Website at any time. The ownership transfer itself does not carry a separate 545 Online transfer fee. Before transfer, Client must:

• pay all legitimate outstanding amounts due to 545 Online;
• provide any account information reasonably required by the applicable platform;
• establish an account where required; and
• provide payment information directly to the third-party platform if required for continued hosting.

545 Online will reasonably cooperate in completing the transfer.

10.4 Effect of Website Transfer. When the Website is transferred to Client or Client's designated account:

• Client assumes responsibility for platform charges and future hosting;
• Client assumes responsibility for future Website operation;
• 545 Online's recurring hosting, edits, updates, support, and management obligations end;
• Client becomes responsible for security, backups, maintenance, renewals, and technical issues associated with Client's account; and
• 545 Online may be removed from the Website account unless Client separately requests that 545 Online remain involved.

A transfer ordinarily ends Client's recurring 545 Online Plan unless the parties separately agree otherwise.

10.5 Proprietary Platforms and Source Code. Client understands that Websites may be created using proprietary website-building platforms, including platforms such as Landingsite. Those platforms may not provide a complete export of the Website as standalone HTML, CSS, JavaScript, source code, databases, or another independent migration package.

Accordingly, "Website ownership transfer" under this Agreement generally means transfer of the Website or controlling account permissions within the applicable platform, where supported. 545 Online does not promise standalone source-code delivery where the underlying platform does not provide it.

10.6 Domain Ownership and Transfer. As between Client and 545 Online, a domain name obtained specifically for Client's business is treated as Client's domain, even where 545 Online technically manages registration through its platform or account. While Client's recurring Plan remains active, 545 Online may manage registration, DNS settings, connection, and renewal on Client's behalf.

Upon Client's request or termination of the managed service, and after payment of legitimate outstanding balances, 545 Online will reasonably cooperate in transferring Client's domain or management control to Client where permitted by the registrar or platform. Domain transfers remain subject to registrar, registry, platform, ICANN, technical, waiting-period, and other requirements outside 545 Online's control.

After managed service ends, 545 Online is not responsible for future renewal fees or for renewing a domain indefinitely on Client's behalf. Client is responsible for requesting transfer and maintaining future registration before the domain expires.

10.7 545 Online Materials. 545 Online retains ownership of its pre-existing methods, reusable templates, workflows, prompts, code libraries, internal tools, development techniques, and other materials not created exclusively as Client Content.

To the extent such material remains incorporated into a Website transferred to Client, Client receives a perpetual, non-exclusive right to continue using that incorporated material as part of that Website, subject to any third-party platform restrictions. Client does not acquire the right to separately resell or redistribute 545 Online's reusable tools or internal systems.

10.8 Third-Party and Stock Assets. Stock photographs, platform-provided graphics, fonts, software, AI-generated assets, and other third-party materials remain subject to the applicable provider's license and terms. Client receives only whatever rights the applicable license permits. 545 Online does not transfer ownership of third-party intellectual property merely because it appears on the Website.

11. PORTFOLIO AND ATTRIBUTION

11.1 Portfolio Rights. Unless Client requests otherwise in writing, Client grants 545 Online permission to identify Client as a customer and to display publicly available examples of Client's Website in 545 Online's portfolio, website, sales materials, and social-media marketing. This permission may include Client's:

• business name;
• public logo;
• screenshots of the public Website;
• public Website link; and
• general description of the work performed.

Client may request that 545 Online stop future portfolio or marketing use, and 545 Online will use reasonable efforts to honor that request prospectively.

11.2 545 Online Attribution. 545 Online may place a discreet "Website by 545 Online," "Built by 545 Online," or similar attribution on the Website. Client may request removal of that attribution at no charge.

12. THIRD-PARTY PLATFORMS, HOSTING, SECURITY, AND AVAILABILITY

12.1 Third-Party Dependence. Client understands that Website creation and operation may depend upon Third-Party Services that 545 Online does not own or control. 545 Online is not responsible for third-party:

• outages;
• downtime;
• pricing changes;
• policy changes;
• discontinued features;
• security incidents;
• account restrictions;
• data loss;
• service termination; or
• platform discontinuation,

except to the extent directly caused by 545 Online's own breach of this Agreement.

12.2 Hosting and Security. When a Plan describes hosting as secure, this means that the Website is hosted through a platform that provides its own hosting and platform-level security functionality. 545 Online does not represent that it independently operates the hosting infrastructure, performs continuous cybersecurity monitoring, or can guarantee that a Website will never be hacked or experience a security incident.

12.3 Backups and Recovery. 545 Online may rely upon functionality supplied by the Website platform for backups, revision history, restoration, and data recovery. Unless specifically agreed otherwise, 545 Online does not guarantee an independent off-platform backup or the ability to restore a Website after third-party data loss or deletion.

12.4 Platform Changes. If a third-party platform materially changes, becomes unavailable, raises its prices, removes necessary functionality, or discontinues service, 545 Online may reasonably modify how services are provided, substitute another service where practical, or discontinue an affected feature. 545 Online will make reasonable efforts to communicate material changes affecting Client. 545 Online is not obligated to perform a complete free rebuild on another platform solely because a third-party provider changes or discontinues its service.

13. WARRANTIES, DISCLAIMERS, AND BUSINESS RESULTS

13.1 Service Standard. 545 Online will perform its services in a professional and workmanlike manner consistent with the scope and price of the selected Plan. At initial publication, 545 Online will use reasonable efforts to ensure that the Website is materially functional on commonly used modern browsers and mobile devices.

13.2 No Guarantee of Business Results. 545 Online does not guarantee:

• Website traffic;
• search rankings;
• customer inquiries;
• conversions;
• revenue;
• sales;
• profitability;
• customer retention;
• social-media growth; or
• any other specific business result.

A Website is one business tool, and results depend on factors outside 545 Online's control.

13.3 General Disclaimer. Except for express promises stated in this Agreement, services are provided on an "as is" and "as available" basis to the fullest extent permitted by law. 545 Online disclaims implied warranties to the extent those warranties may lawfully be disclaimed. No Website, hosting platform, integration, software product, or internet-connected service can be guaranteed to operate uninterrupted or error-free at all times.

14. LIMITATION OF LIABILITY

14.1 Excluded Damages. To the fullest extent permitted by law, neither 545 Online nor its members, employees, contractors, or agents will be liable for indirect, incidental, consequential, special, exemplary, or punitive damages arising from this Agreement, including lost profits, lost business opportunities, loss of goodwill, or loss of data.

14.2 Liability Cap. To the fullest extent permitted by law, 545 Online's total aggregate liability arising out of or relating to this Agreement, the Website, or the services will not exceed the total amount Client actually paid to 545 Online during the six (6) months immediately preceding the event giving rise to the claim.

14.3 Nonwaivable Liability. Nothing in this Agreement is intended to exclude or limit liability that applicable law does not permit the parties to exclude or limit. This Agreement does not excuse fraud, willful injury, or other liability that cannot lawfully be waived.

15. CLIENT INDEMNIFICATION

To the extent permitted by law, Client will defend, indemnify, and hold harmless 545 Online and its members, employees, contractors, and agents from third-party claims, liabilities, damages, judgments, and reasonable costs arising from:

• Client Content;
• Client's products or services;
• statements or claims Client instructed 545 Online to publish;
• Client's infringement of another person's rights;
• Client's unlawful business activities; or
• Client's violation of applicable law.

This obligation does not apply to the extent a claim resulted from 545 Online's own fraud, willful misconduct, or other responsibility that cannot lawfully be disclaimed.

16. DISPUTE RESOLUTION

16.1 Good-Faith Informal Resolution. Before beginning arbitration or litigation, either party must first provide written notice describing the dispute and the requested resolution. The parties will then make reasonable good-faith efforts to resolve the dispute informally for at least thirty (30) days. This requirement does not prevent either party from taking urgent action reasonably necessary to protect legal rights from immediate harm.

16.2 Small Claims Exception. Either party may bring an individual claim in a court legally authorized to hear the matter as a small-claims action if the dispute qualifies for that court.

16.3 Binding Arbitration. Any dispute arising out of or relating to this Agreement that is not resolved informally and is not pursued under the small-claims exception will be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, except where applicable law requires otherwise. The arbitration will be decided by one arbitrator.

The legal seat of arbitration will be Tulare County, California, although hearings may occur remotely by telephone or videoconference where agreed by the parties or permitted by the arbitrator. Judgment on the arbitration award may be entered in any court having jurisdiction. AAA currently publishes Commercial Arbitration Rules specifically for business and commercial disputes.

16.4 Arbitration and Legal Costs. Unless applicable law, the AAA rules, or the arbitrator requires otherwise, each party will be responsible for its own attorneys' fees. Administrative fees, arbitrator compensation, and other arbitration costs will be allocated under the applicable AAA rules or as ordered by the arbitrator.

16.5 Jury Trial. To the extent a dispute is required to be arbitrated under this Section, CLIENT AND 545 ONLINE UNDERSTAND THAT THEY ARE CHOOSING ARBITRATION INSTEAD OF HAVING THAT DISPUTE DECIDED BY A JUDGE OR JURY IN COURT.

17. CHANGES TO SERVICES, PRICING, AND THIS AGREEMENT

17.1 Plan and Price Changes. 545 Online may change its publicly offered plans, features, or prices for future customers at any time. A change displayed on 545 Online's website does not by itself retroactively modify an existing Client's Service Order.

17.2 Existing Clients. 545 Online may make reasonable administrative, technical, or clarifying updates to these standard terms. If 545 Online intends to make a material change affecting an existing Client's:

• recurring price;
• ownership or transfer rights;
• cancellation rights;
• material service obligations; or
• other substantial contractual rights,

545 Online will provide reasonable written notice before the change applies to Client. A price increase will not be charged to an existing Client without advance notice. Client may cancel the affected month-to-month Plan before a material change takes effect.

17.3 No Retroactive Changes to Existing Disputes. An amendment will not retroactively alter the parties' rights concerning a dispute that arose before the amendment became effective unless both parties expressly agree.

18. GENERAL PROVISIONS

18.1 Independent Contractor. 545 Online is an independent contractor. Nothing in this Agreement creates an employment relationship, partnership, joint venture, fiduciary relationship, franchise, or agency relationship between the parties.

18.2 Governing Law. Except where federal law controls a particular issue, this Agreement is governed by the laws of the State of California without regard to its conflict-of-law rules.

18.3 Entire Agreement. This Agreement, Client's Service Order, and any expressly incorporated exhibit constitute the entire agreement concerning the services. They replace prior oral or written representations concerning the same subject matter.

18.4 Order of Precedence. If there is a conflict:

• a written customized Service Order expressly identifying the provision it changes will control for that specific Client;
• this Agreement will control next; and
• general advertising or marketing materials will not override an express term of the Agreement or Service Order.

18.5 No Oral Modification. A material modification to Client's specific service arrangement must be confirmed in writing through an accepted electronic communication.

18.6 Assignment. Client may not assign this Agreement to an unrelated third party without 545 Online's consent. However, 545 Online will not unreasonably withhold consent where Client sells or transfers Client's business and the successor agrees to assume Client's obligations. 545 Online may assign this Agreement to a successor or entity that acquires or continues 545 Online's business, provided Client's material rights under this Agreement are not reduced solely because of the assignment.

18.7 Severability. If any provision of this Agreement is found unlawful or unenforceable, that provision will be enforced to the greatest extent legally permitted or severed as necessary, and the remaining provisions will remain effective.

18.8 Waiver. A party's failure to enforce a provision on one occasion does not waive that party's right to enforce it later.

18.9 Force Majeure. Neither party is liable for delay or failure to perform caused by circumstances beyond that party's reasonable control, including widespread internet outages, natural disasters, governmental actions, labor disruptions, war, civil unrest, utility failures, cyberattacks by third parties, or failure of essential third-party infrastructure. This provision does not excuse Client's obligation to pay amounts already properly due for services already provided.

18.10 Notices. Routine communications, Edit requests, approvals, and cancellation requests may be sent through the parties' established email or text-message channels. Formal dispute notices should be sent by email to the contact information maintained by the parties. 545 Online's current contact information is:

• Email: contact545online@gmail.com
• Phone/Text: (559) 429-5451

Client is responsible for keeping Client's contact information current.

18.11 Survival. Provisions concerning ownership, accrued payment obligations, disclaimers, limitation of liability, indemnification, dispute resolution, and any other provision that logically should continue after termination will survive termination.

7. BILLING AND PAYMENT

7.1 No Setup Fee. The Standard, Pro, and Premium recurring plans do not include a separate setup fee unless Client expressly agrees otherwise in a Service Order.

7.2 Monthly Automatic Billing. Recurring plans are billed monthly through Stripe or another designated payment processor. Client authorizes 545 Online and its payment processor to charge the payment method provided by Client for the recurring monthly Plan price and other charges specifically authorized by Client. Billing generally recurs on or around the monthly anniversary of Client's initial payment.

7.3 Month-to-Month Service. Recurring Plans are month-to-month. There is no minimum number of months Client must purchase unless Client separately agrees in writing to a different arrangement.

7.4 Domain Registration and Renewal. While Client maintains an active recurring Service Plan, 545 Online may provide and manage one ordinary domain name used for Client's Website, including standard registration and renewal expenses supported through 545 Online's Website platform. The cost of an ordinary domain is treated as part of the recurring service relationship rather than as a separate annual charge.

Premium, aftermarket, unusually expensive, specialty, or otherwise nonstandard domain names are not automatically included. 545 Online will obtain Client's approval before Client becomes responsible for an additional domain-related charge.

7.5 Third-Party Costs. Unless expressly stated otherwise, fees charged by independent third parties are not automatically included merely because 545 Online can integrate the third-party service. Examples may include:

• paid booking systems;
• premium software;
• transaction fees;
• payment-processing fees;
• paid APIs;
• business email;
• premium plugins or integrations;
• specialized AI services; or
• other external subscriptions.

545 Online may choose to absorb a third-party cost as part of a Plan, but doing so does not create an obligation to absorb similar costs in the future unless expressly agreed.

7.6 Refund Policy. Because services are customized and begin promptly after payment, payments are generally non-refundable once submitted and service has commenced. This policy applies to dissatisfaction, change of mind, non-use, early cancellation, or failure to use available services.

Nothing in this Agreement eliminates a refund or remedy that applicable law requires. 545 Online may, in its sole discretion, issue a full or partial refund, credit, or billing adjustment in circumstances 545 Online considers appropriate. Doing so on one occasion does not create an obligation to do so again.

7.7 Taxes. Client is responsible for any applicable taxes that 545 Online is legally required to collect or that Client is legally required to pay in connection with the services.

8. FAILED PAYMENTS, SUSPENSION, AND CHARGEBACKS

8.1 Failed Payment Grace Period. If a recurring payment fails, 545 Online may attempt to notify Client and may allow payment retries or a grace period. 545 Online generally intends to allow approximately fourteen (14) days for Client to correct an ordinary failed payment before stronger action is taken. Failure to receive a particular reminder does not eliminate Client's payment obligation.

8.2 Thirty-Day Suspension. If an amount remains unpaid for thirty (30) days after its due date, 545 Online may suspend, unpublish, or otherwise disable the Website and related services until the account is resolved.

8.3 Sixty-Day Deletion. If an amount remains unpaid for sixty (60) days and Client has not made payment or meaningfully communicated with 545 Online regarding the account, 545 Online may:

• cancel the recurring service;
• permanently delete the Website from 545 Online's managed account;
• remove associated Website data under 545 Online's control; and
• cease further work.

Deletion is discretionary rather than automatic. 545 Online does not guarantee recovery of a Website after it has been lawfully deleted. If Client later returns, Client may be required to begin a new project under then-current plans, pricing, and availability.

8.4 Chargebacks and Payment Disputes. A bank or payment-processor chargeback does not by itself constitute proper cancellation of Client's recurring service. If Client disputes or reverses a payment, 545 Online may temporarily suspend the Website or services while the dispute is investigated. Client remains responsible for amounts determined to have been properly owed under this Agreement.

9. CANCELLATION AND TERMINATION

9.1 Client Cancellation. Client may cancel a recurring Service Plan at any time without an early-termination fee. Cancellation may be requested through Client's normal designated email or text-message channel with 545 Online. 545 Online will process the cancellation so that future recurring charges stop.

9.2 Effect of Cancellation. Unless Client requests earlier discontinuation or services are suspended or terminated for cause, the Website may remain active through the end of Client's already-paid Billing Period. Cancellation does not ordinarily entitle Client to a prorated refund of the current Billing Period.

9.3 Client's Website Choice After Cancellation. When Client cancels, 545 Online may ask Client whether Client wishes to:
(a) keep the Website and take over responsibility for the Website platform and future hosting; or
(b) discontinue the Website.

If Client elects to keep the Website, Section 10 governs the ownership transfer. If Client does not provide the information reasonably required to complete a transfer, 545 Online is not obligated to continue paying for or hosting the Website beyond the paid service period.

9.4 Termination by 545 Online for Cause. 545 Online may suspend or terminate services immediately or upon reasonable notice where Client:

• fails to pay amounts due;
• uses the Website for unlawful, fraudulent, or malicious activity;
• knowingly infringes third-party rights;
• abuses, threatens, or harasses 545 Online or its representatives;
• attempts to compromise 545 Online's systems or third-party systems;
• makes demands materially outside the agreed scope while refusing a reasonable solution;
• causes a material legal, technical, security, or reputational risk; or
• materially breaches this Agreement.

Where reasonably possible, 545 Online may provide Client an opportunity to correct an ordinary curable breach before termination.

9.5 Termination by 545 Online Without Cause. 545 Online reserves the right to discontinue an ongoing client relationship for a lawful business reason even where Client has not materially breached this Agreement. Where practical, 545 Online will provide reasonable notice and will ordinarily continue service through the end of the current paid Billing Period. Client's Website-transfer and domain rights remain subject to this Agreement.

Exhibit A: Edit Definitions and Monthly Allowances

A.1 General Rule

"Monthly updates" means Website Edits made within the limits below. Unused Edits expire at the end of each Billing Period and do not roll over. 545 Online will reasonably classify requests according to the estimated amount and complexity of work required. A Client may not convert unused Small Edits into Medium or Large Edits unless 545 Online agrees.

Edit Categories

A request does not automatically qualify as one Large Edit merely because it takes more than forty-five minutes. A complete Website redesign, major custom software project, multi-page rebuild, extensive feature development, or unusually large request may exceed the reasonable scope of a Large Edit. 545 Online may reasonably divide a bundled request into multiple Edits or identify it as work outside the normal monthly Edit allowance.

2. Monthly Edit Quotas

Unused edits do not roll over and expire at the end of each billing month.

• Standard Plan: Up to 10 Small, 3 Medium, and 1 Large Edit per month.
• Pro Plan: Up to 20 Small, 5 Medium, and 1 Large Edit per month.
• Premium Plan: Up to 40 Small, 15 Medium, and 3 Large Edits per month. Includes priority support with a 24–48 hour turnaround.

3. General Terms

• Requests exceeding Client's remaining monthly allowance may, at 545 Online's discretion, wait until the next Billing Period; require a Plan upgrade; be separately quoted; or be declined.
• 545 Online will inform Client before intentionally performing separately chargeable work.
• 545 Online will use reasonable efforts to complete Edit and support requests as promptly as practical based on workload, technical complexity, Client responsiveness, third-party availability, and other circumstances.
• Standard and Pro Plans do not include a guaranteed completion time. Premium support receives the highest priority and requests are generally targeted for attention within approximately 24–48 hours, but this is an estimate and not a guaranteed deadline.
• All edit support requests must be submitted via designated text or email channels.

ELECTRONIC ACCEPTANCE

BY AFFIRMATIVELY INDICATING ACCEPTANCE OF THIS AGREEMENT AND SUBMITTING PAYMENT, CLIENT ACKNOWLEDGES THAT CLIENT HAS READ, UNDERSTANDS, AND AGREES TO BE LEGALLY BOUND BY THIS AGREEMENT AND THE APPLICABLE SERVICE ORDER.

📧 contact545online@gmail.com
📞 (559) 429-5451

You can view or download a copy here for your records.