1. SCOPE OF SERVICES

FreshSite agrees to provide the Client with website design, development, and ongoing management services as outlined below.

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1.1 General Services Include:

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Custom website design and development, domain registration and/or management, website hosting on Company-managed servers, SSL certificate (secure site encryption), mobile-responsive design, basic on-page SEO setup (meta tags, page titles, sitemap submission), ongoing security monitoring and software updates, uptime monitoring, ongoing website edits and updates (as defined by the selected service tier), and monthly analytics reporting (where applicable by tier).

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1.2 Service Tiers

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The Client selects one of the following service tiers:

Entry — $97/month: Up to 5 pages, contact form, Google Maps integration, mobile-responsive design, 3 hours/month of updates.

Professional — $169/month: Up to 10 pages, all Entry features plus blog/news section, social media integration, photo gallery, 5 hours/month of updates, plus one premium feature (booking/scheduling, member login, or advanced form builder).

E-Commerce — $249/month: Unlimited pages, all Professional features plus full online store (up to 40 products), shopping cart, payment processing, customer accounts, order management, email automation, 2 blog posts/month, 6 hours/month of updates, and priority support.

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1.3 Additional Services

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Any services not included in the selected tier (including but not limited to SEO packages, paid advertising management, content creation, photography, videography, custom integrations, or major redesigns) will be quoted separately and require written Client approval before work begins.

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2. PROJECT TIMELINE

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FreshSite will begin work within one to two (1–2) business days of receiving all required materials from the Client.

Website Design & Development: 7–21 business days from receipt of all Client-provided content (text, images, branding assets, and login credentials as needed).

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Revisions: Up to two (2) rounds of design revisions are included before launch.

Launch: Upon written Client approval of the final design.

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Delays caused by the Client's failure to provide content, feedback, or approvals in a timely manner may extend the estimated timeline. FreshSite is not responsible for delays outside its reasonable control.

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3. COMPENSATION & PAYMENT TERMS

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3.1 Setup Fee

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There is no setup fee for website design and development under this Agreement. The Client's first monthly payment is due upon website launch.

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3.2 Monthly Subscription Fee

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The Client agrees to pay the monthly subscription fee associated with their selected service tier, due on the same calendar date each month following the initial payment. Payments will be processed automatically via the payment method on file.

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3.3 Additional Work

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Work exceeding the included monthly update hours or falling outside the scope of the selected service tier will be billed at the following rates: Entry & Professional tiers at $40.00 per hour, and E-Commerce tier at $25.00 per hour. All additional work requires prior written Client approval.

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3.4 Late Payments

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Payments more than five (5) days past due will incur a late fee of $25.00 or 1.5% of the outstanding balance, whichever is greater. Accounts more than thirty (30) days past due may result in temporary suspension of services, including website takedown, until the balance is resolved.

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3.5 Price Changes

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FreshSite reserves the right to adjust pricing with a minimum of sixty (60) days' written notice. Clients who have maintained active subscriptions for twelve (12) or more consecutive months will be locked in at their original rate for a minimum of one (1) additional year following any announced price change.

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4. TERM, CANCELLATION & TERMINATION

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4.1 Initial Commitment

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This Agreement requires a minimum commitment of three (3) months from the Effective Date. The Client may not cancel services during this initial three-month period except as outlined in Section 4.5.

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4.2 Month-to-Month Continuation

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After the initial three-month commitment, this Agreement automatically continues on a month-to-month basis under the same terms until cancelled by either Party.

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4.3 Client Cancellation — 30-Day Notice

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After the initial three-month commitment, the Client may cancel this Agreement at any time by providing thirty (30) days' written notice to FreshSite via email at snapper@freshsite.com. Cancellation will take effect at the end of the current billing cycle following the 30-day notice period. No partial-month refunds will be issued.

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4.4 Site Ownership / Buyout Option

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Upon cancellation, the Client has the option to retain ownership of the website by paying a one-time site transfer fee:

Within the first 12 months of service: $599.00

After 12 months of continuous service: $299.00

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Upon receipt of the site transfer fee, FreshSite will provide the Client with full login credentials and administrative access, deliver a complete backup of all website files, databases, and content, transfer domain registration to the Client (if managed by FreshSite), and provide reasonable transition assistance for up to seven (7) business days.

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If the Client does not elect to pay the site transfer fee, FreshSite will take the website offline within thirty (30) days of the cancellation effective date, provide the Client with a backup of all Client-provided content upon written request within thirty (30) days, and transfer domain ownership to the Client (the domain remains Client property regardless of cancellation).

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4.5 Termination by FreshSite

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FreshSite reserves the right to suspend or terminate this Agreement immediately, with or without notice, in the event of Client's material breach of this Agreement, non-payment for thirty (30) or more days, use of the website for illegal, fraudulent, or harmful purposes, or conduct that damages or threatens FreshSite's reputation, systems, or other clients.

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4.6 Effect of Termination

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Upon termination by either Party, all outstanding fees and balances become immediately due and payable, all licenses granted to FreshSite for Client content shall terminate, FreshSite's obligations to maintain, host, or update the website shall cease, and the Client's obligations under Sections 6, 7, 8, 10, and 12 shall survive termination.

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5. CONFIDENTIALITY & PRIVACY

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5.1 Confidentiality Commitment

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FreshSite will not share, disclose, sell, rent, or distribute any Client personal information, business information, proprietary data, trade secrets, customer lists, financial information, marketing strategies, or any other confidential materials without the express written permission of the Client, except as required by law.

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5.2 Definition of Confidential Information

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"Confidential Information" includes but is not limited to the Client's personal and business contact information, business strategies, plans, and proprietary methods, customer and client data provided to FreshSite, financial records, pricing information, and revenue data, login credentials, passwords, and access keys, marketing materials, branding assets, and unpublished content, and any information the Client identifies as confidential.

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5.3 Permitted Disclosures

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FreshSite may disclose Confidential Information only with the Client's prior written consent, to FreshSite employees, contractors, or subcontractors who require access to perform services under this Agreement (provided they are bound by equivalent confidentiality obligations), or as required by law, regulation, or valid legal process (in which case FreshSite will provide the Client with prompt notice to the extent legally permitted).

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5.4 Data Protection

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FreshSite will implement reasonable administrative, technical, and physical safeguards to protect Client data from unauthorized access, disclosure, alteration, or destruction. In the event of a data breach affecting Client information, FreshSite will notify the Client within seventy-two (72) hours of discovery.

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5.5 Return of Information

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Upon termination of this Agreement, FreshSite will, at the Client's request, return or destroy all Confidential Information in its possession within thirty (30) days, except as required to be retained by law or for legitimate business record-keeping purposes.

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6. INTELLECTUAL PROPERTY

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6.1 Client Content

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The Client retains full ownership of all content provided to FreshSite, including but not limited to text, photographs, logos, branding assets, videos, and any other proprietary materials ("Client Content"). The Client grants FreshSite a limited, non-exclusive license to use Client Content solely for the purpose of performing services under this Agreement.

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6.2 FreshSite Work Product

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Upon full payment of all fees due, the Client shall own all custom design work, graphics, and content created specifically for the Client's website ("Work Product"). This does not include FreshSite's proprietary tools, templates, code libraries, frameworks, or processes used in the creation of the website, which remain the sole property of FreshSite.

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6.3 Third-Party Materials

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Any third-party materials incorporated into the website (including stock photography, fonts, plugins, or software) are subject to their respective license agreements. FreshSite will ensure all third-party materials used are properly licensed.

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6.4 Portfolio Rights

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FreshSite reserves the right to display the Client's completed website in its portfolio, marketing materials, and case studies unless the Client provides written notice opting out of this provision. FreshSite will not disclose confidential business information in any portfolio or marketing use.

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7. CLIENT RESPONSIBILITIES

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The Client agrees to provide all necessary content, images, branding assets, and information required for website development in a timely manner, review and provide feedback on design drafts within five (5) business days of receipt, provide final written approval before the website is launched, maintain current and accurate payment information on file, notify FreshSite promptly of any changes to business information, contact details, or service needs, ensure all Client-provided content does not infringe on any third-party intellectual property rights, comply with all applicable laws and regulations regarding the content and use of the website, and not engage in any activity that could damage, disable, or impair FreshSite's servers or systems.

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8. WARRANTIES & DISCLAIMERS

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8.1 FreshSite Warranties

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FreshSite warrants that services will be performed in a professional and workmanlike manner consistent with industry standards, the website will be functional, mobile-responsive, and hosted on reliable servers, and FreshSite will use commercially reasonable efforts to maintain 99.9% uptime.

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8.2 Disclaimer

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Except as expressly stated in this Agreement, services are provided "as is" and "as available." FreshSite makes no warranties or representations regarding specific business results, revenue increases, or lead generation, search engine rankings or SEO performance, uninterrupted or error-free website operation, or the suitability of services for the Client's specific business objectives.

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8.3 Third-Party Services

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FreshSite is not responsible for the performance, availability, or policies of third-party services integrated with or accessed through the Client's website.

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9. LIMITATION OF LIABILITY

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To the maximum extent permitted by applicable law, FreshSite shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, business opportunities, goodwill, or other intangible losses arising from or related to this Agreement or the services provided.

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FreshSite's total aggregate liability to the Client for any and all claims arising under this Agreement shall not exceed the total amount paid by the Client to FreshSite during the three (3) months immediately preceding the event giving rise to the claim.

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10. INDEMNIFICATION

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10.1 Client Indemnification

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The Client agrees to defend, indemnify, and hold harmless FreshSite, its officers, directors, employees, contractors, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorney's fees) arising out of or in connection with the Client's breach of this Agreement, Client Content that infringes on third-party rights, the Client's use of the website in violation of applicable laws, or any third-party claims resulting from the Client's business operations conducted through the website.

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10.2 FreshSite Indemnification

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FreshSite agrees to defend, indemnify, and hold harmless the Client from and against any claims, liabilities, damages, losses, costs, and expenses arising out of FreshSite's gross negligence or willful misconduct in performing services under this Agreement.

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11. ACCEPTABLE USE POLICY

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The Client agrees not to use the website or FreshSite's services to host, distribute, or promote illegal content or activities, infringe upon intellectual property rights of any third party, distribute malware, viruses, or other harmful software, send unsolicited bulk communications (spam), engage in activities that could damage FreshSite's systems, reputation, or other clients, collect personal information from website visitors without proper consent and privacy disclosures, or violate any applicable local, state, national, or international law or regulation.

Violation of this Acceptable Use Policy may result in immediate suspension or termination of services.

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12. DISPUTE RESOLUTION

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12.1 Good Faith Negotiation

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The Parties agree to first attempt to resolve any dispute arising from this Agreement through good faith negotiation within thirty (30) days of written notice of the dispute.

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12.2 Mediation

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If the dispute cannot be resolved through negotiation, the Parties agree to submit the dispute to non-binding mediation before a mutually agreed-upon mediator, with costs shared equally.

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12.3 Binding Arbitration

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If mediation is unsuccessful, any remaining dispute shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, conducted in Benton County, Arkansas. The arbitrator's decision shall be final and binding.

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12.4 Class Action Waiver

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Both Parties agree to resolve disputes on an individual basis and waive any right to participate in class action lawsuits or class-wide arbitration.

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13. GOVERNING LAW

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This Agreement shall be governed by and construed in accordance with the laws of the State of Arkansas, without regard to its conflict of law provisions. Any legal proceedings not subject to arbitration shall be brought in the state or federal courts located in Benton County, Arkansas.

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14. GENERAL PROVISIONS

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14.1 Entire Agreement

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This Agreement constitutes the entire agreement between the Parties regarding the services described herein and supersedes all prior negotiations, representations, warranties, commitments, offers, contracts, and writings, whether oral or written.

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14.2 Amendments

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No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

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14.3 Severability

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

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14.4 Waiver

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

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14.5 Assignment

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The Client may not assign or transfer this Agreement without FreshSite's prior written consent. FreshSite may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

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14.6 Force Majeure

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Neither Party shall be liable for failure to perform obligations under this Agreement due to circumstances beyond reasonable control, including but not limited to acts of God, natural disasters, pandemic, war, terrorism, fire, flood, power outages, internet service disruptions, or government actions.

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14.7 Notices

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All notices required under this Agreement shall be in writing and delivered via email to the addresses listed above or via certified mail to the business addresses on file. Notices are deemed received upon confirmed delivery.

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14.8 Independent Contractor

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FreshSite operates as an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the Parties.

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