Terms of Service

1.1 Website build. Baird Digital will design and build the website described in the Order Form. The build includes two rounds of revisions to the design before launch.

1.2 Hosting plan. From the launch date, Baird Digital will host the website and provide an SSL certificate, routine backups, security and software updates, and the number of content changes stated in the Order Form. Unused content changes do not carry over. Hosting is a managed service: Baird Digital operates the servers, and Client does not receive access to or control of them.

1.3 What is not included. Unless the Order Form says otherwise, the Services do not include copywriting, photography, logo design, paid advertising, search-ranking guarantees, email hosting, online store setup, or fees charged by third parties such as domain registrars, payment processors or stock-image licenses.

1.4 Content changes and extra work. A content change is one discrete request of roughly half an hour, such as a text edit, a replaced photo or updated opening hours. Content changes beyond the number included in the Order Form are billed at the per-change rate in the Order Form. New pages, layout changes and new features are not content changes: Baird Digital will give a written quote and wait for Client's approval before starting.

1.5 Timeline. Launch dates are estimates. They depend on Client supplying content and approvals on time and are not guaranteed.

2.1 Content. Client will provide the text, images, logos and other materials needed for the website ("Client Content") within 14 days of signing, and will respond to requests for feedback or approval within 5 business days.

2.2 Rights to content. Client confirms it owns or has permission to use all Client Content, and that the content does not infringe anyone's rights or break any law.

2.3 Delays. If Client does not provide content or approvals for more than 30 days, Baird Digital may launch the website with placeholder content or treat the build as complete. In either case the remaining build fee becomes due and hosting billing begins.

2.4 Approval. Client's written approval to launch, including by email or through bairddigital.com, means Client accepts the website as built. Changes requested after launch are handled under section 1.4.

2.5 Accounts and domain. Client will give Baird Digital the access it needs to connect the domain and any third-party services. Client is responsible for keeping its own domain registration and third-party accounts paid and active, unless the Order Form says Baird Digital manages them.

2.6 Legal compliance. Client is responsible for making sure its business, its content and its use of the website comply with the laws that apply to it, including privacy, accessibility and advertising rules. Baird Digital does not provide legal advice.

3.1 Build fee. Half of the build fee is due at signing and work begins once it is received. The other half is due before the website is launched. The build fee pays for Baird Digital's design and development time and is non-refundable once work has started.

3.2 Hosting fee. The hosting fee is billed in advance starting on the launch date: on the same day each month, or once a year if the Order Form states annual billing.

3.3 Automatic payments. Payments are processed through Square. Client authorizes Baird Digital to charge the payment method on file for the hosting fee and any approved extra work until this agreement ends, and will keep a valid payment method on file.

3.4 Late fee. A payment is late if it is not received on its due date. The late fee in the Order Form is added to the account as soon as a payment is late. Each late payment carries its own late fee.

3.5 Reminders and removal. Baird Digital will email a reminder when a payment is 7 days overdue and again at 15 days. At 30 days overdue, Baird Digital will email a removal warning stating that the website will be removed in 15 days. If the account is not in good standing 45 days after the due date of the oldest unpaid payment, Baird Digital may take the website offline and end the agreement under section 4.4.

3.6 Good standing. An account is in good standing when every payment that has come due, and every late fee, has been paid. Payments are applied to the oldest amount owed first. If Client pays the oldest overdue payment and its late fee but a later payment is also unpaid, the later payment keeps its own late fee and its own timeline under section 3.5, counted from its own due date.

3.7 Price changes. Baird Digital may change the monthly or annual fee by giving at least 60 days' written notice. A change does not take effect during the initial term or during a prepaid annual plan year.

3.8 Taxes. Prices in the Order Form do not include sales, transaction privilege or similar taxes. Baird Digital does not currently charge these taxes on its build or hosting fees. If such a tax applies or comes to apply to any of the Services, Baird Digital may add it to Client's invoices at the rates then in effect after giving 30 days' written notice.

3.9 Domain costs. If the Order Form includes domain purchase and setup, Baird Digital will register the domain on Client's behalf and the cost is added to the build fee. Each year, at least 30 days before the domain's renewal date, Baird Digital will invoice Client for the renewal at the registrar's price at that time. If Client does not pay that invoice before the renewal date, Baird Digital is not required to renew the domain and it may expire.

3.10 Disputed charges. Client will contact Baird Digital about a billing concern before disputing a charge with its bank or card issuer, and Baird Digital will respond within 5 business days.

4.1 Initial term. The agreement starts when both parties have signed the Order Form and continues for 12 months from the launch date.

4.2 Renewal options. Baird Digital will email renewal reminders 60 days and 30 days before the initial term ends. Before it ends, Client chooses one of two ways to continue:

• Annual plan. Client pays the annual price in the Order Form in one lump sum in advance for another 12 months.
• Month-to-month. Client pays the monthly fee in the Order Form, and either party may cancel with 30 days' written notice.

If Client makes no choice, the agreement continues month-to-month. The same reminders and the same choice apply before the end of each annual plan year.

4.3 Cancellation by Client. Client may cancel at any time by written notice. If Client cancels during the initial term, Client will pay the hosting fees for the months remaining in the initial term. On the annual plan, the prepaid annual fee is not refundable. On month-to-month, the agreement ends 30 days after the notice.

4.4 Termination for cause. Either party may end the agreement if the other materially breaches it and does not fix the breach within 15 days of written notice. Baird Digital may end the agreement immediately if Client breaches section 6.5 (acceptable use). If Baird Digital ends the agreement because of Client's breach, section 4.3 applies as if Client had cancelled.

4.5 If Baird Digital stops providing the service. If Baird Digital ends the agreement for any reason other than Client's breach, Client owes nothing for the period after the end date, and Baird Digital will refund any prepaid fees for that period.

4.6 What happens when the agreement ends. The website is taken offline. If the account has no outstanding balance, Client may ask in writing, within 30 days after the end date, for either or both of the following:

• Source code. Baird Digital will deliver the website's source code and the Client Content within 14 days of the request.
• Domain transfer. Baird Digital will transfer to Client any domain it registered on Client's behalf.

A domain that Client does not ask to transfer will not be renewed and will expire. After the 30 days, Baird Digital may delete the website files, the Client Content and all backups.

5.1 Client owns its content and domain. Client keeps all rights to the Client Content, its business name, logos and trademarks, and its domain name. If Baird Digital registers a domain for Client, it does so on Client's behalf and will transfer it to Client as described in section 4.6.

5.2 Client owns the website. Once the build fee is paid in full, Client owns the website built under the Order Form, including its design and source code, other than the Baird Digital Tools described in section 5.3.

5.3 Baird Digital Tools. Baird Digital keeps ownership of code, templates and components it created before or apart from this project and reuses across clients, and of its hosting and deployment setup ("Baird Digital Tools"). Where Baird Digital Tools are part of the website, Client receives a perpetual, royalty-free license to use and modify them as part of the website. Third-party and open-source components remain under their own licenses.

5.4 Source code transfer. Baird Digital keeps the source code in its own systems while it hosts the website. Baird Digital will deliver the source code to Client on written request once Client has cancelled or given notice of non-renewal and the account has no outstanding balance, as described in section 4.6.

5.5 License to Baird Digital. Client grants Baird Digital a license to use the Client Content and the website as needed to build, host and maintain the website.

5.6 Portfolio and credit. Baird Digital may show the website in its portfolio and place a small "Website by Baird Digital" credit in the footer. Client may ask in writing to have either removed.

6.1 Availability. Baird Digital will use reasonable efforts to keep the website online but cannot and does not guarantee 100% uptime. Outages can result from maintenance, internet or power failures, third-party providers, or attacks outside Baird Digital's control. If the website is unavailable for more than 24 hours in a row because of something within Baird Digital's control, other than a maintenance window, Client may request a credit of the hosting fee pro-rated for the length of the outage. That credit is Client's only remedy for downtime.

6.2 Maintenance windows. Before a planned outage, Baird Digital will email Client at least 48 hours ahead with the maintenance window: the approximate start date and time, the approximate end date and time, and the expected length of the outage. Emergency work needed to protect the security or stability of the website may happen without advance notice, and Baird Digital will tell Client as soon as practical.

6.3 Backups. Baird Digital makes routine backups of the website and keeps them for 30 days. Backups are for disaster recovery and are not guaranteed. Client should keep its own copies of the Client Content.

6.4 Security. Baird Digital will apply reasonable security measures and updates. No system is completely secure, and Baird Digital is not responsible for unauthorized access that occurs despite those measures. Baird Digital will tell Client promptly if it becomes aware of a breach affecting Client's website.

6.5 Acceptable use. Client will not use the website to host or distribute content that is illegal, infringing, fraudulent, defamatory or malicious, to send spam, or to store sensitive personal data such as payment card numbers or health records without Baird Digital's written agreement. Baird Digital may remove content or suspend the website immediately if it reasonably believes this section has been breached.

6.6 Support. Client may request support through the client portal at bairddigital.com, by email at william@bairddigital.com, or by call or text at 480-280-4666. Baird Digital aims to respond within 2 business days.

6.7 Third-party services. The website may rely on products and services Baird Digital does not control, such as Square, Stripe, Google, domain registrars, and form or map providers. Baird Digital is not responsible for their failures, outages, errors, changes or fees, and has no liability for loss they cause (section 7.5).

7.1 Baird Digital's commitment. Baird Digital will perform the Services with reasonable skill and care. If the website has a defect caused by Baird Digital's work, Baird Digital will fix it at no charge when Client reports it.

7.2 No other warranties. Except as stated in section 7.1, the Services are provided "as is." Baird Digital does not promise that the website will be error-free, will be available without interruption, or will produce any particular level of traffic, search ranking, leads or sales. To the extent the law allows, all implied warranties are disclaimed.

7.3 Excluded damages. To the fullest extent the law allows, Baird Digital is not liable for any indirect, incidental, special or consequential damages, including lost profits, lost revenue, lost sales, lost data or business interruption, whether the claim is in contract, tort or otherwise, and even if Baird Digital was told such losses were possible. For example, if an online store is unavailable during a busy sales period, Baird Digital's responsibility is limited to the hosting credit in section 6.1 and the caps in section 7.4, and does not extend to sales Client may have missed.

7.4 Liability caps. To the fullest extent the law allows, Baird Digital's total liability for all claims arising out of or related to this agreement, whether in contract, tort or otherwise, is strictly limited as follows:

• Website build. For claims arising from the website build, the build fee Client actually paid.
• Hosting and everything else. For claims arising from hosting or any other Services, the hosting fees Client actually paid in the 6 months immediately before the event giving rise to the claim. For example, a Client paying $100 per month who has paid for 6 months has a cap of $600.

7.5 Third-party failures. Baird Digital has no liability for any loss caused by a third-party product or service described in section 6.7.

7.6 Client's indemnity. Client will defend and reimburse Baird Digital for claims and costs arising from the Client Content, Client's products or services, or Client's breach of sections 2.2, 2.6 or 6.5.

7.7 Events outside our control. Neither party is responsible for delay or failure caused by events beyond its reasonable control, such as natural disasters, power or internet outages, or failures of third-party providers. This does not excuse payment of amounts already due.

8.1 Consent. Client agrees to sign the Order Form and to receive this agreement, notices and invoices electronically. An electronic signature made on bairddigital.com has the same effect as a handwritten one. Client signs the Order Form first, and it takes effect when Baird Digital countersigns it.

8.2 Record of signing. When each party signs, Baird Digital records the signer's name, the date and time, the IP address, and the version of the Order Form and Terms that were accepted. For Client it also records the signer's email address. Both parties receive a PDF copy by email once the Order Form is fully signed.

8.3 Paper copies. Client may request a paper copy at any time by emailing william@bairddigital.com.

9.1 Independent contractor. Baird Digital is an independent contractor. Nothing in this agreement creates a partnership or employment relationship.

9.2 Confidentiality. Each party will keep the other's non-public business information, including login credentials, confidential and use it only to carry out this agreement.

9.3 Notices. Notices are given by email to the address in the Order Form for Client and to william@bairddigital.com for Baird Digital. A notice is effective the next business day after it is sent.

9.4 Changes to these Terms. Baird Digital may update these Terms by giving at least 30 days' notice by email. Changes that materially reduce Client's rights take effect only at Client's next renewal unless Client agrees sooner. The fees and scope in a signed Order Form change only by written agreement of both parties.

9.5 Governing law and disputes. Arizona law governs this agreement. The parties will first try in good faith to resolve any dispute by talking to each other. If that fails, disputes will be brought in the state or federal courts located in Pinal County, Arizona. The prevailing party may recover its reasonable attorneys' fees.

9.6 Assignment. Client may not transfer this agreement without Baird Digital's written consent. Baird Digital may transfer it to a successor of its business.

9.7 Entire agreement. The Order Form and these Terms are the whole agreement between the parties and replace all earlier discussions and proposals. If a court finds part of the agreement unenforceable, the rest remains in effect. A party's failure to enforce a term is not a waiver of it.

9.8 Survival. Sections 3 (for amounts owed), 4.3, 4.6, 5, 7 and 9 continue after the agreement ends.