SMITH WEB CO.
CLIENT SERVICE AGREEMENT — EFFECTIVE UPON SIGNATURE
This Client Service Agreement ("Agreement") is entered into between Smith Web Co. ("Company," "we," "us") and the client identified below ("Client," "you"). By signing this Agreement, both parties agree to the following terms.
1. Services
Smith Web Co. will provide website design, development, and related services as discussed and agreed upon prior to project start ("Services"). The specific scope — including pages, features, and deliverables — will be confirmed in writing (email or intake form) before work begins.
Any requests for features or pages outside the original scope may require additional payment. We will notify you before proceeding with out-of-scope work.
2. Payment Terms
- Setup Fee: Due before any work begins. No work starts until payment is received.
- Monthly Fee: Due on the same day each month. Covers hosting, maintenance, updates, and support.
- Late Payments: Monthly service may be paused if payment is 7+ days overdue. We will notify you before pausing.
- Refunds: Setup fees are non-refundable once design work has begun. See our full refund policy at smithwebco.com/refund.html.
Cash/Check Discount: Clients who pay by cash or check receive a 3% discount on all fees. Card payments include standard processing fees.
3. Client Responsibilities
You agree to provide the following in a timely manner:
- Business information, photos, logos, and any content needed for the website
- Feedback and approvals within a reasonable timeframe (typically 5 business days)
- Access to any accounts we need (domain registrar, Google, etc.)
Project delays caused by slow client responses are not the responsibility of Smith Web Co.
4. Ownership & Intellectual Property
- Your content: You retain full ownership of any content, photos, and logos you provide to us.
- Website design: Once the project is fully paid for, you own the final website design and code. Until then, Smith Web Co. retains ownership.
- Portfolio use: You grant Smith Web Co. the right to display your completed website as a portfolio example unless you request otherwise in writing.
5. Hosting & Maintenance
Your website will be hosted on infrastructure managed by Smith Web Co. as part of your monthly plan. If you cancel your monthly plan:
- Your website files will be provided to you within 7 days of cancellation
- Hosting will remain active for 14 days after final payment to allow migration
- Smith Web Co. is not responsible for website performance after transfer to a third-party host
6. Cancellation
Either party may cancel the monthly service with 30 days written notice (email is acceptable). No refund is issued for the final 30-day period. Setup fees are non-refundable once work has begun.
7. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, SMITH WEB CO. SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OF ANY WEBSITE OR SERVICES PROVIDED HEREUNDER, REGARDLESS OF THE THEORY OF LIABILITY.
Our total aggregate liability under this Agreement shall not exceed the lesser of (a) the total amount paid by you in the 3 months prior to the claim, or (b) $500.
Smith Web Co. is not responsible for:
- Search engine rankings, organic traffic, or advertising results
- Business outcomes, revenue, or leads generated (or not generated) from your website
- Any losses arising from third-party services (hosting providers, domain registrars, payment processors, email services)
- Website downtime caused by factors beyond our reasonable control
- Any claims, fines, penalties, or legal actions arising from the Client's business operations, products, services, or content displayed on the website
8. Indemnification
Client agrees to indemnify, defend, and hold harmless Smith Web Co., its owner(s), employees, contractors, and agents from and against any and all claims, demands, lawsuits, damages, losses, liabilities, costs, and expenses (including reasonable attorney's fees) arising out of or related to:
- The Client's business operations, products, or services
- Any content, images, trademarks, or materials provided by the Client or displayed on the Client's website
- The Client's failure to comply with any applicable federal, state, or local laws, regulations, or licensing requirements
- Any third-party claims related to the Client's website, business, or industry
- The Client's breach of any representation or warranty in this Agreement
- Any regulatory action, investigation, fine, or penalty imposed on the Client or the Client's business
This indemnification obligation survives the termination or expiration of this Agreement. The Client's duty to indemnify applies regardless of whether Smith Web Co. was negligent or otherwise at fault.
9. Client Compliance & Regulated Industries
The Client is solely and exclusively responsible for ensuring that their business, products, services, and all website content comply with all applicable federal, state, and local laws, regulations, and licensing requirements.
This includes, but is not limited to, businesses operating in regulated industries such as:
- Firearms & ammunition: Compliance with all ATF regulations, Federal Firearms License (FFL) requirements, state and local firearms laws, age verification requirements, and all applicable import/export controls
- Alcohol & tobacco: Compliance with all licensing, age verification, and advertising restrictions
- Health, medical, or wellness: Compliance with HIPAA, FDA regulations, and advertising claim restrictions
- Financial services: Compliance with applicable state and federal financial regulations
- Any other regulated industry: Compliance with all industry-specific laws and licensing requirements
Smith Web Co. does not provide legal, regulatory, or compliance advice. We are a web design company. We build and maintain websites. We do not review, verify, or guarantee the legality of the Client's business operations, products, services, advertising claims, or website content. The Client should consult with a qualified attorney regarding compliance obligations specific to their business and industry.
By signing this Agreement, the Client represents and warrants that:
- Their business holds all necessary licenses, permits, and registrations required by law
- All products and services advertised on the website are legal to sell and distribute in the jurisdictions where they operate
- All content provided for the website is accurate, truthful, and does not violate any applicable laws or regulations
- They will promptly notify Smith Web Co. of any changes in their licensing status or regulatory standing that may affect the website
10. Warranties & Disclaimers
We warrant that your website will be built with reasonable skill and care. We do not guarantee that your website will be free from all errors or that it will meet every specific expectation not outlined in the agreed scope.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, ALL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
You warrant that:
- All content and materials you provide are owned by you or you have the legal rights to use them
- Your content does not infringe on any third-party intellectual property, privacy, or other rights
- All information you provide about your business is accurate and complete
- You have the legal authority to enter into this Agreement on behalf of yourself or your business
11. Prohibited Content & Services
Smith Web Co. reserves the right to refuse service or immediately terminate this Agreement, without refund, if the Client requests a website or content that includes or promotes any of the following:
- Adult or pornographic content of any kind
- Illegal products or services, including but not limited to unlicensed firearms sales, controlled substances, or drug paraphernalia
- Gambling that is unlicensed or illegal under applicable law
- Hate speech, discrimination, or harassment targeting any individual or group based on race, religion, gender, sexual orientation, national origin, or disability
- Scams, fraud, or deceptive practices — including fake reviews, misleading advertising, or impersonation
- Malware, phishing, or hacking tools of any kind
- Pirated content or websites designed to distribute copyrighted material without authorization
- Any other content that violates federal, state, or local laws
For clarity: Smith Web Co. will work with lawful, properly licensed businesses in regulated industries, including licensed firearms dealers (FFL holders), provided the Client maintains all required licenses and complies with all applicable laws. The Client bears sole responsibility for ensuring ongoing compliance.
Important: If prohibited content is discovered after work has begun, the project will be terminated immediately. Any payments made up to that point are non-refundable. Smith Web Co. is not liable for any consequences arising from the Client misrepresenting the nature of their business or content.
By signing this Agreement, you confirm that your business, its products, services, and all content you provide are legal and do not fall into any of the prohibited categories above.
12. Dispute Resolution
Any dispute, claim, or controversy arising out of or related to this Agreement shall first be attempted to be resolved through good-faith negotiation between the parties. If the dispute cannot be resolved within 30 days, it shall be submitted to binding arbitration in Tarrant County, Texas, in accordance with the rules of the American Arbitration Association. The prevailing party shall be entitled to recover reasonable attorney's fees and costs.
13. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law provisions. Any legal action not subject to arbitration shall be brought exclusively in the state or federal courts located in Tarrant County, Texas.
14. Severability
If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
15. Entire Agreement
This Agreement, together with any written scope of work, constitutes the entire agreement between the parties and supersedes all prior discussions, negotiations, and agreements. Modifications must be agreed upon in writing by both parties.