WEBSITE DESIGN, HOSTING, SEO & DIGITAL SERVICES AGREEMENT

This Website Design, Hosting, SEO & Digital Services Agreement (“Agreement”) is entered into between Oppenheimer Group, Inc. d/b/a One Sky Media Webmasters (“Company,” “we,” “our,” or “us”) and the client identified on the applicable proposal, invoice, estimate, online order, or signed acceptance (“Client,” “you,” or “your”). By approving a proposal, making payment, electronically accepting services, signing this Agreement, or allowing work to commence, Client agrees to all terms and conditions contained herein. This contract is a sealed instrument.

1. SUMMARY OF KEY TERMS

   For convenience only, the following summary highlights several important provisions of this Agreement:
   • All payments are non-refundable.
   • Websites require ongoing maintenance and updates.
   • Search engine rankings and business results are never guaranteed.
   • Hosting services may be suspended for non-payment.
   • Third-party software and APIs may change or discontinue at any time.
   • Clients are responsible for reviewing and approving website content.
   • Cyberattacks, malware, spam, and unauthorized access attempts cannot be completely prevented.
   • One Sky Media Webmasters is not liable for indirect, incidental, or consequential damages.
   • Projects delayed by a lack of client response may be considered abandoned.
   • Additional revisions or work outside project scope may incur additional charges.
   The complete terms below govern in all cases.

2. SERVICES PROVIDED

   Company provides internet-related services, including but not limited to:
   • Website design and development
   • WordPress website development
   • WooCommerce development
   • Website hosting
   • Website maintenance and software management
   • Search Engine Optimization (SEO)
   • Search Engine Marketing (SEM)
   • Google Ads management
   • Domain registration and DNS management
   • Cloudflare configuration and optimization
   • Content creation and SEO copywriting
   • Website repair and troubleshooting
   • E-commerce configuration
   • Consulting and technical support
   • Artificial intelligence-assisted content creation
   • Website modernization and reconstruction services
   Specific services purchased by Client shall be described within the applicable proposal, invoice, estimate, hosting plan, subscription, statement of work, online order, email approval, or related documentation.

3. CLIENT RESPONSIBILITIES

   Client agrees to:
   • Provide accurate and timely information
   • Review work promptly
   • Supply requested content, credentials, and approvals
   • Maintain lawful business operations
   • Maintain compliance with applicable laws and regulations
   • Maintain proper licensing rights for all submitted materials
   • Maintain secure passwords and account access controls
   • Notify the Company promptly regarding security concerns or suspected unauthorized access
   • Maintain independent backups of important business data
   • Review all website content for factual, legal, financial, medical, technical, or regulatory accuracy
   Client acknowledges that delays in providing content, approvals, or feedback may delay project completion.

4. WEBSITE MAINTENANCE & MODERNIZATION

   Client acknowledges that websites and related software platforms require ongoing maintenance, updates, modernization, and security monitoring.Over time:
   • PHP versions become obsolete
   • WordPress core software changes
   • Plugins and themes become unsupported
   • Browsers evolve
   • APIs change
   • Payment gateways modify requirements
   • Search engine algorithms change
   • Hosting environments evolve
   • Security vulnerabilities emerge
   Failure to maintain and modernize websites may result in:
   • Website breakage
   • Compatibility issues
   • Reduced search visibility
   • Security vulnerabilities
   • Malware infections
   • Loss of functionality
   • Performance degradation
   • E-commerce failures
   • Email delivery problems
   Unless specifically included within an active maintenance or management plan, Company has no obligation to update, maintain, repair, monitor, secure, or modernize Client’s website after completion of the original project. Client assumes all risks associated with declining recommended updates, maintenance, software replacements, theme rebuilds, modernization services, API upgrades, or security improvements.

5. DOMAIN NAME REGISTRATION & DNS SERVICES

   Company does not guarantee that any requested domain name will be available or capable of registration.Domain registrations are subject to the rules, regulations, and policies of applicable registrars and naming authorities.Client acknowledges:
   • Domain registrations may be denied, suspended, revoked, or disputed
   • Domain registration fees are non-refundable
   • Registrars may change policies without notice
   • DNS propagation delays may occur
   • Domain transfer processes may require additional labor
   Company may hold domains in trust for clients during active service relationships. Upon written request and satisfaction of all outstanding balances, will reasonably cooperate with domain transfers. Client is responsible for ensuring ongoing compliance with all registrar requirements.

6. WEBSITE HOSTING SERVICES

   Company provides hosting services on a commercially reasonable effort basis.Company does not guarantee uninterrupted or error-free hosting services.Client acknowledges that internet services may be affected by:
   • Hardware failures
   • Software failures
   • Cyberattacks
   • Distributed denial of service attacks (DDoS)
   • Malware
   • Power outages
   • Network interruptions
   • Third-party vendor outages
   • Registrar issues
   • Data center failures
   • Acts of God
   • Force majeure events
   Company reserves the right to:
   • Suspend or terminate hosting services
   • Limit resource usage
   • Restrict abusive activity
   • Block malicious traffic
   • Remove unlawful content
   • Protect server stability and security
   Client shall not use hosting services for unlawful, abusive, infringing, harmful, fraudulent, or malicious activities.

7. CYBERSECURITY & MALWARE DISCLAIMER

   Client acknowledges that no hosting provider, website developer, software vendor, firewall, or cybersecurity provider can guarantee complete protection from:
   • Hacking
   • Malware
   • Ransomware
   • Phishing
   • Credential theft
   • Fraud attempts
   • Card testing attacks
   • Spam attacks
   • Bot attacks
   • Zero-day vulnerabilities
   • Unauthorized access
   • Data breaches
   Company shall not be liable for damages resulting from cyberattacks or security incidents unless directly caused by Company’s gross negligence or intentional misconduct. Client is responsible for:
   • Maintaining strong passwords
   • Securing local devices and email accounts
   • Using multi-factor authentication where appropriate
   • Promptly reporting suspected compromises
   • Paying for ongoing maintenance and security services if desired
   Security cleanup, malware remediation, emergency recovery, restoration, forensic analysis, or security hardening services may incur additional charges.

8. EMAIL SERVICES DISCLAIMER

   Company does not guarantee email delivery, inbox placement, spam filtering outcomes, or uninterrupted email functionality.Client acknowledges that email performance may be affected by:
   • Spam blacklists
   • DNS issues
   • Third-party email providers
   • Mail server reputation
   • Recipient spam filtering
   • Authentication failures
   • Policy changes by providers
   Changes made by Client or third parties to DNS settings, passwords, authentication records, or email configurations may disrupt email services.

9. SEARCH ENGINE OPTIMIZATION (SEO) & MARKETING DISCLAIMER

   Company provides SEO and marketing services using commercially reasonable methods.However, Client acknowledges:
   • Search engine rankings are never guaranteed
   • Google and other search engines change algorithms regularly
   • Competitor activity affects rankings
   • AI-driven search technologies may impact visibility
   • Paid advertising does not guarantee leads or sales
   • SEO results vary by market, industry, geography, competition, and budget
   • Rankings may fluctuate daily
   • Search engines may penalize or de-index websites without warning
   Client understands that SEO and digital marketing are ongoing processes that require ongoing effort, content development, technical maintenance, and competitive adaptation. Company shall not be liable for ranking losses, algorithm changes, reduced traffic, or business losses related to search engine behavior.

10. ACCESSIBILITY DISCLAIMER

    Unless expressly agreed in writing, Company does not warrant or guarantee that any website complies with:
    • Americans with Disabilities Act (ADA)
    • WCAG accessibility standards
    • Section 508 requirements
    • Any accessibility-related law or guideline
    Accessibility compliance services must be specifically requested and contracted separately. Client acknowledges that third-party plugins, themes, integrations, user-generated content, and future software updates may affect accessibility compliance.

11. THIRD-PARTY SOFTWARE, APIS & SERVICES

    Websites commonly rely upon third-party products and services, including but not limited to:
    • WordPress
    • WooCommerce
    • Plugins
    • Themes
    • APIs
    • Payment gateways
    • Shipping providers
    • Registrars
    • Cloudflare
    • Google services
    • Social media platforms
    • Artificial intelligence tools
    Company does not control such third-party services and is not responsible for:
    • Service discontinuations
    • API changes
    • Pricing increases
    • Security vulnerabilities
    • Licensing changes
    • Compatibility failures
    • Feature removals
    • Vendor disputes
    Additional labor may be required to address third-party changes.

12. ARTIFICIAL INTELLIGENCE (AI) SERVICES DISCLAIMER

    Company may utilize artificial intelligence tools to assist with content generation, image generation, coding assistance, SEO research, automation, or related services.Client acknowledges:
    • AI-generated outputs may contain inaccuracies
    • AI-generated content may resemble existing works
    • Human review remains important
    • AI-related laws and copyright rules continue to evolve
    • AI-generated content may require editing or refinement
    Client remains solely responsible for reviewing and approving all final content.

13. CLIENT CONTENT & INTELLECTUAL PROPERTY RESPONSIBILITY

    Client represents and warrants that all content, materials, text, graphics, images, videos, trademarks, logos, documents, or other materials supplied to Company:
    • Are owned by Client or properly licensed
    • Do not infringe third-party rights
    • Do not violate laws or regulations
    • Are lawful and accurate
    Client agrees to indemnify and hold Company harmless from claims arising from materials supplied by Client.

14. OWNERSHIP OF WEBSITE ASSETS

    Upon full payment of all invoices:Client shall own:
    • Client-provided content
    • Client logos and branding
    • Custom website content created specifically for Client
    • Purchased stock imagery specifically licensed for Client
    • Domain names properly transferred to Client
    Company retains ownership of:
    • Internal systems
    • Proprietary processes
    • Development methodologies
    • Reusable code libraries
    • Proprietary frameworks
    • Pre-existing intellectual property
    • Internal tools and systems
    Third-party software remains subject to the vendor's licensing terms. Company reserves the right to reuse general development knowledge, techniques, workflows and non-confidential concepts.

15. PORTFOLIO & MARKETING RIGHTS

    Unless otherwise agreed in writing, Company may:
    • Display completed work in portfolios
    • Reference Client relationship in marketing materials
    • Display screenshots of completed projects
    • Link to publicly accessible websites created by Company

16. PROJECT TIMELINES, DELAYS & ABANDONMENT

    Project timelines are estimates only.Client delays in supplying content, approvals, feedback, access credentials, or decisions may delay completion.Projects may be considered abandoned if Client becomes unresponsive for thirty (30) days or more.Company reserves the right to:
    • Archive inactive projects
    • Requote abandoned projects
    • Apply updated pricing
    • Charge restart or reactivation fees
    • Reassign development resources
    If a project remains inactive for extended periods, previously quoted pricing may no longer apply due to inflation, software changes, labor costs, or technology changes.

17. REVISIONS & SCOPE CHANGES

    Unless otherwise specified in writing:
    • Reasonable revisions are included within quoted pricing
    • Excessive revisions may incur additional charges
    • Work outside the original project scope is billable
    • Additional features requested after approval may affect timelines and pricing
    Company reserves the right to determine whether the requested work falls outside the original scope.

18. PAYMENT TERMS

    Payment in full is due at the time of order for all non-design services unless otherwise agreed.Custom website design projects generally require:
    • 50% deposit before work begins
    • Remaining balance prior to launch
    Final payment shall become due upon the earliest occurrence of:
    • Website launch
    • Fifteen (15) days after presentation for review without response
    • One hundred twenty (120) days after initial deposit
    All payments are non-refundable. All sales are final. Late balances may accrue:
    • Interest at 1.5% per month (18% annually)
    • Collection fees
    • Court costs
    • Attorney fees
    • Administrative recovery costs
    Client personally guarantees payment of all sums due.

19. SUSPENSION FOR NON-PAYMENT

    Company reserves the right to suspend or terminate services for non-payment.Suspension may include:
    • Website downtime
    • Email interruption
    • Loss of hosting access
    • Restricted administrative access
    • Suspension of support services
    Restoration of suspended services may require:
    • Full payment of outstanding balances
    • Payment of restoration fees
    • Updated agreements
    Company shall not be liable for losses resulting from service suspension related to non-payment.

20. CHARGEBACKS & PAYMENT DISPUTES

    Chargebacks or payment reversals for valid services constitute a material breach of this Agreement.Client agrees to reimburse Company for:
    • Chargeback fees
    • Collection expenses
    • Attorney fees
    • Administrative costs
    • Time spent responding to disputes
    Company may suspend services immediately upon receipt of a chargeback notice.

21. BACKUPS & DATA RECOVERY

    Unless expressly included within an active management plan, Client is solely responsible for maintaining independent backups.While Company may maintain backups as a courtesy or service feature, Company:
    • Does not guarantee backup integrity
    • Does not guarantee successful restoration
    • Is not liable for backup failures
    • Is not liable for data loss
    Emergency restoration or recovery services may incur additional charges.

22. LIMITED WARRANTY

    THE WEBSITE, HOSTING SERVICES, SOFTWARE, DATABASES, CONTENT, AND RELATED SERVICES ARE PROVIDED “AS IS” AND “WITH ALL FAULTS.”TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO:
    • MERCHANTABILITY
    • FITNESS FOR A PARTICULAR PURPOSE
    • NON-INFRINGEMENT
    • CONTINUOUS OPERATION
    • ERROR-FREE PERFORMANCE
    • SECURITY
    • DATA RETENTION
    • BUSINESS RESULTS

23. LIMITATION OF LIABILITY

    TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY SHALL NOT BE LIABLE FOR:
    • LOST PROFITS
    • LOST REVENUE
    • LOST BUSINESS OPPORTUNITIES
    • LOST DATA
    • CONSEQUENTIAL DAMAGES
    • INCIDENTAL DAMAGES
    • SPECIAL DAMAGES
    • PUNITIVE DAMAGES
    • INDIRECT DAMAGES
    Company’s maximum aggregate liability shall not exceed the total amount paid by Client to Company during the six (6) months immediately preceding the event giving rise to the claim.

24. INDEMNIFICATION

    Client agrees to indemnify, defend, and hold harmless Company and its affiliates, officers, employees, contractors, and agents from all claims, liabilities, damages, costs, and expenses arising from:
    • Client content
    • Client business activities
    • Copyright infringement claims
    • Trademark disputes
    • Regulatory violations
    • Website misuse
    • Unlawful activities
    • Security incidents caused by Client negligence
    This indemnification obligation survives termination.

25. CONFIDENTIALITY

    Each party agrees to maintain confidentiality regarding proprietary or confidential information received from the other party.Confidential Information includes:
    • Business information
    • Technical information
    • Credentials
    • Pricing
    • Strategies
    • Proposals
    • Internal systems
    • Customer information
    Confidentiality obligations shall not apply to information that:
    • Is publicly available
    • Was independently developed
    • Was lawfully obtained from third parties
    • Is required to be disclosed by law

26. TERM & RENEWAL

    This Agreement begins upon acceptance and continues for twelve (12) months.Thereafter, services automatically renew on successive thirty (30) day renewal terms unless terminated by either party.

27. TERMINATION

    Either party may terminate services:
    • For material breach
    • For non-payment
    • For unlawful activity
    • For insolvency or bankruptcy
    • Upon written notice as otherwise permitted herein
    Upon termination:
    • Outstanding balances become immediately due
    • Services may cease
    • Access may be revoked
    • Hosting and email services may be disabled

28. FORCE MAJEURE

    Company shall not be liable for delays or failures caused by events beyond reasonable control, including:
    • Natural disasters
    • Severe weather
    • Cyberattacks
    • Utility failures
    • Vendor failures
    • Labor shortages
    • Government actions
    • Internet outages
    • War
    • Terrorism
    • Pandemics

29. INDEPENDENT CONTRACTOR RELATIONSHIP

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

30. ASSIGNMENT

    Client may not assign this Agreement without Company’s written consent.

31. GOVERNING LAW & VENUE

    This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania.Any disputes shall be resolved exclusively in Lancaster County, Pennsylvania.The parties waive trial by jury.

32. ELECTRONIC SIGNATURES & APPROVALS

    Electronic signatures, emailed approvals, online acceptances, payment submissions, and electronic communications shall be deemed legally binding.

33. SEVERABILITY

    If any provision of this Agreement is deemed unenforceable, the remaining provisions shall remain in full force and effect.

34. ENTIRE AGREEMENT

    This Agreement constitutes the entire agreement between the parties and supersedes prior discussions or agreements.

35. MODIFICATIONS

    Company may update this Agreement from time to time.Updated terms shall apply upon renewal of ongoing services.

36. NOTICE

    Notices may be provided via:
    • Certified mail
    • Overnight courier
    • Confirmed email
    • Written electronic communication

37. WAIVER

    Failure to enforce any provision shall not constitute waiver of future enforcement rights.

Version 2026.05.07