This Website Design Service Agreement (“Agreement”) is a binding contract between Sonic Bayou Hosting LLC, a Louisiana Limited Liability Company (“Company”), and the individual or legal entity purchasing the Company’s services and agreeing to these terms during the setup process (the “Order”), thereby establishing this Agreement by reference (“Customer”). This Agreement, alongside any incorporated policies, governs the Customer’s hire of the Company’s website design services and any other associated services.
Subject to the terms of this Agreement, the Company agrees to provide domain administration, website design, and associated services as specified in the Order. The Company reserves the right to modify its service offerings, with notice provided according to this Agreement.
1.1 Website and eCommerce Design
If elected, the Company agrees to design a website (“Website”) and/or an eCommerce storefront (“Store”) that constitutes the Product for the Customer. The Product will be tailored to the Customer’s requirements and preferences, with the limitation that no custom-coding be required, as specified in the Design section of Appendix A of this Agreement.
1.2 Design Timeline/Scope of Work
The Company agrees to design the Product with the following specifications:
- Website: one front page and up to six (6) subpages and/or
- Store: one storefront page and up to ten (10) products
Customer agrees to provide to the Company by the date specified in Design section of Appendix A of this Agreement:
- Completed questionnaire given by the Company (to establish base Product guidelines)
- All necessary text, images, videos, digital assets, and other content (“Content”) for the Product
The Company will commence work no later than three business days after receiving all Content. The Company agrees to complete the Website and key milestones/deliverables including but not limited to:
- Initial Draft
- Initial Client Review & Feedback
- Design Revision
- Final Customer Review/Approval
- Final Deployment
by the dates specified in the Design section of Appendix A of this Agreement. The Customer acknowledges that delayed review and feedback may result in delayed revisions and/or deployment.
The Customer is entitled to two rounds of free revision support within three (3) months of Final Deployment. Further design/revision to the Product will be subject to terms and fees outlined in the Service Contract.
1.3 Content and Design Responsibilities
The Customer declares that all provided Content complies with the Company’s Acceptable Usage Policy (“AUP”) and Terms of Service (“TOS”). The Company reserves the right to suspend or terminate services for violations of the AUP, TOS, or any policy incorporated by reference in this Agreement, with or without notice, and without liability.
The Company agrees to design the Product in accordance with the Customer’s requirements and preferences. The Company declares that no genAI was personally used to design the Product.
The Company declares that it bears no responsibility or liability for views expressed by the Customer’s Content so long as it complies with the Company’s AUP, TOS, and any other policy incorporated by reference in these Agreements.
1.4 Third-Party Plugins
The Company may use third-party plugins (“Plugins”) to assist with the design of the Product, including but not limited to SPAM protection, visual presentation/layout, or other functionality. While the Company will do due diligence to ensure that these Plugins comply with the Company’s policies, the Company bears no responsibility or liability for the Plugins’ business practices regarding privacy or use of genAI. The Customer may request at any time for the Company to deactivate and delete any Plugins used for Website due to concerns around the Plugins’ business practices by sending an email to support@sonicbayouhosting.com. The Customer acknowledges that removal of these Plugins may limit the desired requirements and preferences for the website design. The Customer may request to delete WooCommerce for the Store with the acknowledgement that the Store will thus be no longer active.
1.5 Customer Administration and Revisions
Following Final Deployment, the Company will provide the Customer full access to their cPanel. The Customer may use this access to revise, modify, or add Content to the Product or change other aspects of the Product functionality (“Changes”). The Company bears no responsibility for how these Changes may impact the functionality, visibility, or any aspect of the Product. The Customer may request support from the Company by sending an email to support@sonicbayouhosting.com under the acknowledgement that the support may be subject to fees and terms agreed upon in the Design section of Appendix A of this Agreement.
1.6 Customer Administration and Revisions
Upon full payment of the project, the following rights pertain to the Product:
1.6.1 Ownership Rights:
The final Product, in its entirety, including designs, code, and any created content, will be the sole property of the Customer. The Company acknowledges that the Product is a work made for hire for the Customer , and as such, the Customer possesses all rights, titles, and interest in the Product.
1.6.2 Usage Rights:
The Company retains the right to showcase the completed Product in its portfolio, marketing materials, or other professional galleries for promotional purposes. The Customer retains full rights to use, reproduce, display, and distribute the Product as they see fit.
1.6.3 Exclusivity:
All designs and other creative assets developed for the Customer during this project are exclusive to the Customer. The Company agrees not to produce or use any designs that are substantially similar to the final design for any other client for a duration of two (2) years from the Final Deployment.
2.1 Payment and Fees
The Customer agrees to pay to the Company for the Product as agreed upon in the Design section of Appendix A of this Agreement.
2.2 Payment Amendments
In the course of the project work, the Company may discover additional unforeseen costs (“Additional Costs”) to the Customer that is either required or recommended for the Product. The Company agrees to inform and obtain approval from the Customer for project work with Additional Costs. If approved, the Customer agrees to pay to the Company for the Additional Costs in accordance to the payment timeline.
2.3 Payment Timeline
The Customer agrees to pay to the Company for the Product:
- a 50% deposit of the total due upon signing this Agreement
- any remaining balance due upon Final Customer Review and Approval
Upon receiving full payment for the Product, the Company agrees to complete Final Deployment.
2.2 Payment Issues and Chargebacks
If a chargeback is initiated or if the Company suspects an imminent chargeback, we may place a hold on delivery of the Product. Reinstatement of the Product is at the Company’s discretion and may require payment of all outstanding fees, any related chargeback fees incurred and a reinstatement fee. To avoid this hold, contact the Company directly if you have any concerns with a charge before initiating a chargeback with your payment provider.
2.3 Payments by Electronic Check (eCheck or ACH)
The Company accepts electronic check (eCheck) or ACH payments from U.S.-based banks, payable in U.S. dollars only. The Company does not accept paper checks as a form of payment. It is the Customer’s responsibility to ensure sufficient funds are available in the account to cover all invoices. The Company is not liable for any fees, overdraft charges, or penalties arising from insufficient funds. The Company will attempt to process the ACH payment up to two (2) times per month; if both attempts fail, the auto-debit feature will be disabled. A $5 fee applies for each failed payment attempt, and a $35 fee applies for any chargeback associated with an ACH payment.
2.4 Taxes
At the Company’s request, the Customer shall remit to the Company any applicable sales tax, VAT, or similar taxes imposed on the provision of Services, excluding income taxes owed by the Company. This obligation applies even if the Company does not collect the tax at the time the services are provided.
3. Termination
The Customer may terminate this Agreement at any point by providing the Company with a 14-day written notice. In such a case, the Customer will be billed for all work completed up to the date of termination, and any initial deposit will be non-refundable.
The Company has the right to terminate this Agreement if the Customer fails to comply with any provisions of this Agreement, the AUP, or the TOS, including delayed payments, with a 14-day written notice. Upon termination for this reason, all payments made to date will be non-refundable.
Upon termination of this agreement, all rights and duties of both parties, with respect to the Service, will cease, except for the rights of action accruing prior to termination and any obligations already specified and lasting beyond termination.
4. Governing Law and Jurisdiction
This Agreement shall be governed by the laws of the state of Louisiana. Both parties consent to the exclusive jurisdiction and venue of the courts in New Orleans, Louisiana for all disputes arising out of or relating to the execution, interpretation, performance, or breach of this Agreement.
Both parties agree that any controversies or claims shall be resolved in a court of competent jurisdiction within the aforementioned region, and both parties hereby consent to the jurisdiction of such courts.
5. Cancellation and Refunds
If the Customer elects to cancel the project before its completion, a written notice must be provided. Upon cancellation, the Company will be billed for all work completed up to the date of cancellation. Any initial deposit is non-refundable.
In the unlikely event that the Company cannot deliver on the project due to unforeseen circumstances, the client will be notified immediately. Any payments made beyond the initial deposit will be refunded, and any work completed up to that point will be handed over to the Customer.
Refund Policy:
Any payments made are non-refundable, with the exception of the aforementioned scenario where the Company initiates the cancellation.
6. Confidentiality
Both the Customer and the Company recognize and acknowledge that, in the course of fulfilling this Agreement, each may obtain confidential information about the other. Such information includes, but is not limited to, business operations, strategies, client lists, financial data, and other proprietary knowledge.
Both parties agree to treat all such information, both oral and written, as strictly confidential during the tenure of this Agreement and for a period of two (2) years after the termination of this Agreement.
Neither party shall, without the written consent of the other, disclose, share, or make use of any of the aforementioned confidential information, except for the purposes of fulfilling the obligations of this Agreement.
Any documents, notes, digital files, or other items that encompass or reveal any of this confidential information, which are in the possession of either party in relation to the Agreement’s execution, must be returned or destroyed upon the Agreement’s conclusion or termination.
7. Indemnification
The Customer agrees to indemnify and hold harmless the Company, its affiliates, and each of their respective officers, directors, agents, and employees from any and all claims, demands, liabilities, obligations, losses, damages, penalties, fines, punitive damages, interest, expenses, and disbursements of any kind (including reasonable attorneys’ fees) arising from or related to the use or alleged use of the Customer’s services in violation of applicable law or the AUP. This indemnification applies to claims brought by any third party and covers any actions by persons using the Customer’s login information, whether or not such use was authorized by the Customer.
8. Disclaimer of Warranties
THE COMPANY MAKES NO WARRANTY OR REPRESENTATION THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, the Company DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ALL SERVICES ARE PROVIDED ON AN “AS IS” BASIS, SUBJECT TO APPLICABLE LAW.
9. Limitation of Damages
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND, OR FOR DAMAGES THAT COULD HAVE BEEN AVOIDED WITH REASONABLE DILIGENCE, ARISING IN CONNECTION WITH THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OF OR SHOULD BE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, THE MAXIMUM AGGREGATE LIABILITY OF THE COMPANY AND ITS EMPLOYEES, AGENTS, OR AFFILIATES UNDER ANY LEGAL THEORY (INCLUDING BREACH OF CONTRACT, TORT, STRICT LIABILITY, OR INFRINGEMENT) SHALL NOT EXCEED THE AMOUNT PAYABLE BY THE CUSTOMER FOR ONE MONTH OF SERVICE.
IF ANY LAWSUIT, ARBITRATION, OR OTHER LEGAL PROCEEDING ARISES IN CONNECTION WITH THE INTERPRETATION OR ENFORCEMENT OF THIS AGREEMENT, the Company, LLC SHALL BE ENTITLED TO RECOVER FROM THE OTHER PARTY ALL REASONABLE COSTS AND EXPENSES INCURRED, INCLUDING ATTORNEYS’ FEES, BOTH IN PREPARATION AND ON APPEAL, WHICH SHALL BE INCLUDED IN ANY JUDGMENT OR AWARD.
10. Requests for Customer Information
The Customer agrees that the Company may, without prior notice, (i) report to relevant authorities any conduct by the Customer or their end users that the Company reasonably believes violates applicable law, and (ii) provide information about the Customer or their end users in response to a formal or informal request from law enforcement or regulatory agencies, or in response to a civil action request that meets applicable legal requirements.
11. Notices
Notices to the Company under this Agreement must be sent via email to billing@sonicbayouhosting.com or submitted through our online ticketing system. All notices, including support and billing requests, must come from the registered email address on file for the Customer’s account.
Notices to the Customer will be sent to the email address listed as the Primary Contact on the Customer’s account. It is the Customer’s responsibility to ensure that all contact information is accurate and kept up to date. Notices are considered received on the day they are transmitted, or, if sent on a non-business day, on the next business day.
The Customer may update their contact information by providing notice in accordance with this section.
12. Force Majeure
The Company will not be considered in default of any obligation under this Agreement if its failure to perform is due to events beyond its control. Such events include, but are not limited to, significant power grid failures, major internet disruptions, natural disasters, war, riots, insurrections, epidemics, strikes or other organized labor actions, terrorist activities, or any other events of a scale or nature for which industry-standard precautions are insufficient.
13. Binding Arbitration
As a Customer of the Company, you agree to submit to binding arbitration for any controversy or claim arising out of or related to this Agreement, including alleged breaches. Such disputes shall be settled by arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules, and any award rendered by the arbitrator(s) may be entered in any court with jurisdiction.
The location of the arbitration will be determined by the Company at the time of the dispute. No arbitration demand may be made after the expiration of the applicable statute of limitations for legal or equitable proceedings related to the claim or dispute.
The arbitrator is not authorized to award punitive or other damages beyond the prevailing party’s actual damages. Each party will bear its own costs, fees, and expenses associated with the arbitration.
14. CHANGES TO THIS AGREEMENT
This Agreement may be updated from time to time to reflect changes in our services, policies mandated by ICANN, or new applicable laws. For any material changes, we will notify you via email to your address on file or by posting the updated terms on our website. If you do not agree with the changes, your options are to (a) discontinue use of the affected services, (b) transfer your domain registrations to another provider, or (c) cancel any remaining services with us. By continuing to use any of our services after receiving notice, you accept these updated terms. Unless specified otherwise, changes take effect: (1) 30 days after notice or (2) immediately if required by ICANN or applicable law.
15. Miscellaneous
Each party retains exclusive ownership of its trademarks, service marks, trade secrets, inventions, copyrights, and other intellectual property. Neither party may use the other’s name or trademarks without prior written consent. The relationship between the parties is that of independent contractors, not a partnership, joint venture, or employer/employee. Neither party is an agent for the other, nor has authority to bind the other to any agreement.
This Agreement may only be amended through a formal, written agreement signed by both parties. Terms on the Customer’s purchase order or other forms are not binding on the Company unless expressly included in a signed agreement. Failure or delay by either party in enforcing any provision of the Agreement does not constitute a waiver of rights under that provision or any others. Waivers of rights apply only to the specific occurrence and do not extend to similar future events.
The section titles in this Agreement are for convenience only and are not part of the Agreement itself. Provisions regarding fees, indemnity, liability limits, warranties, intellectual property, and any other provisions intended to survive termination will remain in effect after the Agreement expires or is terminated. This Agreement creates no third-party beneficiaries, and neither insurers nor customers of resellers are intended beneficiaries.
The Customer may not assign this Agreement without the Company’s prior written consent. The Company’s approval is contingent on the assignee meeting the Company’s credit requirements. The Company reserves the right to assign this Agreement, in whole or in part.
This Agreement, along with the Order and AUP, constitutes the complete and exclusive agreement between the parties regarding its subject matter and supersedes any prior or concurrent agreements, oral or written.