Terms of Service

These Terms of Service ("Terms," "Agreement") constitute a legally binding agreement between you ("Client," "you," or "your") and Web of Orange ("Company," "we," "us," or "our") governing your use of our website and services.

1. Definitions

• "Services" means website development, design, maintenance, and related services provided by Web of Orange.
• "Project" means a discrete scope of work as defined in a proposal or service agreement.
• "Deliverables" means the work product, including websites, designs, code, and related materials, created under a Project.
• "Retainer Services" means ongoing monthly maintenance and support services.
• "Content" means text, images, graphics, logos, and other materials provided by Client or created as part of the Services.

2. Services

2.1 Scope of Services

Web of Orange provides website development and ongoing maintenance services as specified in individual client proposals, statements of work, or service agreements. The specific scope, timeline, and pricing for each engagement will be documented in writing prior to commencement.

2.2 Service Modifications

Any modifications to the agreed scope of services must be documented in writing and may result in additional fees or adjusted timelines.

2.3 Definition of "Writing"

For purposes of this Agreement, "writing" or "written" includes electronic communications such as email, provided such communications are sent to or from the email addresses designated by each party.

3. Payment Terms

3.1 Website Development Projects

• A non-refundable deposit is required before work commences, as specified in your proposal
• Remaining balance is due upon project completion and final delivery
• For larger projects, milestone-based payments may be arranged

3.2 Monthly Retainer Services

• Retainer subscriptions are billed monthly in advance
• Payment is due upon receipt of invoice
• Services may be suspended for accounts more than 14 days past due

3.3 General Payment Terms

• All fees are quoted and payable in U.S. Dollars (USD)
• Payment is due within 14 days of invoice date unless otherwise specified
• Accepted payment methods include credit card (via Stripe) and bank transfer
• Late payments may incur interest at the lesser of: (a) 1.0% per month, or (b) the maximum rate permitted by applicable law in Client's jurisdiction

3.4 Taxes

Fees do not include applicable taxes. Client is responsible for all sales, use, and other taxes, excluding taxes based on Company's net income.

4. Client Responsibilities

Client agrees to:

• Provide all necessary content, images, brand assets, and materials in a timely manner
• Review and provide feedback on deliverables within agreed timeframes
• Designate a primary point of contact with authority to make project decisions
• Maintain valid domain registration and hosting account credentials
• Ensure provided content does not infringe third-party intellectual property rights
• Obtain necessary licenses for any third-party materials provided to Company

Delays caused by Client's failure to meet these responsibilities may result in extended timelines and additional fees.

5. Intellectual Property

5.1 Client Ownership

Upon receipt of full payment, Client shall own all rights, title, and interest in the final Deliverables, including:

• Website design and layout
• Custom graphics and images created for the Project
• Written content created for the Project
• Client-specific code and functionality

5.2 Company Retained Rights

Company retains ownership of:

• Pre-existing tools, frameworks, libraries, and code used in the Project, including but not limited to: reusable code templates, development workflows, build configurations, and internal tooling
• Third-party software, plugins, or components incorporated into Deliverables (subject to their respective licenses), including open-source libraries and frameworks such as React, Next.js, Tailwind CSS, and similar technologies
• Company's general professional skills, knowledge, and experience, provided that this does not include Client's proprietary business logic, trade secrets, or confidential information

5.3 Portfolio Rights

Company may display completed work in its portfolio, marketing materials, and case studies unless Client provides written notice to the contrary. Company will not disclose confidential business information without consent.

5.4 Client-Provided Materials

Client retains ownership of all content and materials provided to Company. Client grants Company a limited license to use such materials solely for the purpose of performing the Services.

6. Confidentiality

Each party agrees to maintain the confidentiality of the other party's proprietary information and to use such information only for purposes of this Agreement. This obligation does not apply to information that:

• Is or becomes publicly available through no fault of the receiving party
• Was known to the receiving party prior to disclosure
• Is independently developed without use of confidential information
• Is disclosed pursuant to legal requirement

7. Warranties and Disclaimers

7.1 Company Warranties

Company warrants that:

• Services will be performed in a professional and workmanlike manner consistent with generally accepted practices in the web development industry
• Deliverables will substantially conform to agreed specifications for a period of 90 days following final delivery ("Warranty Period")
• Company has the right to enter into this Agreement and perform the Services
• During the Warranty Period, Company will correct, at no additional charge, any Deliverables that fail to substantially conform to agreed specifications, provided Client notifies Company in writing of such non-conformity within the Warranty Period

7.2 Limitations on Warranties

8. Limitation of Liability

8.1 Exclusion of Damages

8.2 Exclusions from Limitation

THE LIMITATIONS IN THIS SECTION 8 SHALL NOT APPLY TO:

• Company's gross negligence or willful misconduct
• Company's breach of confidentiality obligations under Section 6
• Company's indemnification obligations under Section 9.2
• Any liability that cannot be limited under applicable law

8.3 Cap on Liability

SUBJECT TO SECTION 8.2, COMPANY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO COMPANY DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR TEN THOUSAND DOLLARS ($10,000), WHICHEVER IS GREATER.

8.4 Essential Purpose

THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY REGARDLESS OF THE THEORY OF LIABILITY, PROVIDED THAT NOTHING IN THIS SECTION SHALL LIMIT LIABILITY FOR MATTERS EXCLUDED UNDER SECTION 8.2.

9. Indemnification

9.1 Client Indemnification

Client agrees to indemnify, defend, and hold harmless Company and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Client's breach of this Agreement
• Client-provided content or materials
• Client's violation of any third-party rights
• Client's use of the Deliverables in a manner not contemplated by this Agreement

9.2 Company Indemnification

Company agrees to indemnify, defend, and hold harmless Client from and against any claims that the Deliverables infringe any third-party intellectual property rights, provided that Company had full control over the creation of such Deliverables.

10. Termination

10.1 Termination for Convenience

Either party may terminate this Agreement or any ongoing Services with 30 days' written notice to the other party.

10.2 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party:

• Materially breaches this Agreement and fails to cure within 14 days of notice
• Becomes insolvent or files for bankruptcy
• Engages in illegal or fraudulent activity

10.3 Effect of Termination

Upon termination:

• Client shall pay for all Services rendered through the termination date
• Company shall deliver all completed Deliverables for which payment has been received
• Each party shall return or destroy the other party's confidential information
• See our Refund & Cancellation Policy for billing details

11. Dispute Resolution

11.1 Informal Resolution

Before initiating formal dispute resolution, the parties agree to attempt to resolve any dispute informally by contacting the other party and negotiating in good faith for a period of 30 days.

11.2 Small Claims Court

Notwithstanding any other provision of this Agreement, either party may bring an individual action in small claims court in the county where the defendant resides or conducts business, provided the claim qualifies for small claims court jurisdiction.

11.3 Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to this Agreement that cannot be resolved informally and is not brought in small claims court shall be resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures.

Arbitration Terms:

• Location: Arbitration shall take place in California, or remotely via videoconference at the election of either party
• Arbitrator: One neutral arbitrator mutually selected by the parties
• Language: English
• Decision: The arbitrator's decision shall be final and binding
• Enforcement: Judgment on the award may be entered in any court of competent jurisdiction
• Fees: For claims under $25,000, Company shall pay all JAMS filing and arbitration fees, except that Client shall pay the first $250 (equivalent to a court filing fee). For claims over $25,000, each party shall bear its own arbitration costs. The arbitrator may reallocate fees as part of the award.

11.4 Class Action Waiver

11.5 Exceptions

Notwithstanding the above, either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property rights or confidential information.

11.6 Limitation Period

Any claim arising out of or related to this Agreement must be filed within the earlier of: (a) two (2) years after the cause of action accrues, or (b) the applicable statute of limitations under California law. The limitation period shall be tolled during any period in which the parties are engaged in good-faith informal dispute resolution under Section 11.1.

12. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of laws principles.

13. General Provisions

13.1 Entire Agreement

This Agreement, together with any proposals, statements of work, and policies referenced herein, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, and agreements relating to the subject matter hereof.

13.2 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

13.3 Waiver

The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

13.4 Assignment

Neither party may assign this Agreement without the other party's prior written consent, which shall not be unreasonably withheld. Notwithstanding the foregoing:

• Company Assignment: Company may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or equity interests, provided: (a) the assignee agrees in writing to be bound by all terms of this Agreement and assumes all obligations hereunder, (b) Company provides Client with 30 days' advance written notice of such assignment, and (c) Client may terminate this Agreement within 30 days of receiving such notice if the assignee is a direct competitor of Client or if Client reasonably demonstrates that the assignment would materially and adversely affect Client's interests.
• Client Assignment: Client may assign this Agreement without consent to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee agrees in writing to be bound by all terms and assumes all obligations hereunder.

13.5 Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, pandemics, government actions, power failures, or internet outages ("Force Majeure Event").

Notice and Mitigation: The affected party must provide written notice within 5 business days of a Force Majeure Event, including the expected duration and steps being taken to mitigate impact.

Duration and Remedies:

• If a Force Majeure Event continues for more than 30 days, either party may terminate the affected project or services without penalty
• For retainer services, Client shall receive a pro-rata credit for services not rendered due to a Force Majeure Event exceeding 7 consecutive days
• For project work, timelines shall be extended day-for-day for the duration of the Force Majeure Event
• Neither party may claim Force Majeure for payment obligations

13.6 Notices

All notices under this Agreement shall be in writing and sent to the email addresses on file. Notices are deemed received upon confirmed delivery.

13.7 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

13.8 Accessibility

Unless accessibility compliance is explicitly included in the project scope and proposal, Company makes no representations or warranties regarding ADA, Section 508, WCAG, or any other accessibility standard compliance. If accessibility requirements are included in the project scope, Company will develop Deliverables to the specific standard identified in the proposal (e.g., WCAG 2.1 Level AA). Client acknowledges that accessibility compliance is an ongoing obligation and that Company is not responsible for accessibility of Client-provided content or post-delivery modifications. Client is solely responsible for ensuring ongoing accessibility compliance after project delivery.

Indemnification for Accessibility Claims:

• If accessibility compliance was explicitly included in the project scope and Company controlled all design and development decisions for the relevant Deliverables, Company's indemnification obligations under Section 9.2 shall extend to third-party claims alleging that such Deliverables fail to meet the specified accessibility standard, subject to the limitations in Section 8.
• If accessibility compliance was not included in the project scope, Client shall indemnify Company against any accessibility-related claims arising from the Deliverables.

13.9 Survival

The following provisions shall survive termination or expiration of this Agreement: Section 5 (Intellectual Property), Section 6 (Confidentiality), Section 7.2 (Limitations on Warranties), Section 8 (Limitation of Liability), Section 9 (Indemnification), Section 11 (Dispute Resolution), Section 12 (Governing Law), and this Section 13.9.

14. Changes to These Terms

We may modify these Terms from time to time. Changes are categorized as follows:

14.1 Material Changes

Material changes include modifications to: payment terms, liability limitations, dispute resolution procedures, intellectual property rights, or any change that materially affects your rights or obligations. For material changes:

• We will provide 60 days' written notice via email to your designated contact
• Notice will include a summary of changes and a redlined version upon request
• You may reject the material changes by providing written notice within 30 days, in which case your existing Terms continue until the end of your current project or billing period
• If you reject material changes, either party may terminate the relationship at the end of the current project or billing period without penalty
• Affirmative written acceptance (including email confirmation) is required for material changes to take effect for existing clients

14.2 Non-Material Changes

Non-material changes (clarifications, formatting, updated contact information, or changes required by law) may be made with 30 days' notice. Continued use of Services after such notice constitutes acceptance.

14.3 New Clients

New clients are bound by the Terms in effect at the time of their first signed proposal or service agreement.

15. Contact Information

For questions about these Terms, please contact: