Services & Scope

Revised provisions apply prospectively in accordance with the “Changes to These Terms” section and applicable notice requirements.

Purpose of These Terms

These Terms and Conditions establish the general terms governing Services provided by US DIGITAL WORKS, LLC.

They are intended to work together with applicable:

• proposals;

• estimates;

• invoices;

• service descriptions;

• project authorizations;

• approved Change Units;

• written change orders;

• project documentation;

• asset-purchase documents;

• license documents;

• and other authorized written arrangements.

Different Services may have different scopes, pricing, timelines, technical requirements, service levels, deliverables, and responsibilities.

The specific Services being provided to a client are determined by the applicable written service documentation together with these Terms.

Business Services

US DIGITAL WORKS, LLC. primarily provides Services to businesses, organizations, institutions, and other commercial clients. Unless expressly agreed otherwise, the Services are offered for business and organizational purposes rather than personal, family, or household use.

Acceptance of Terms

A client accepts these Terms when, after receiving or being given reasonable notice that Services are subject to them, the client takes action reasonably demonstrating acceptance.

Such action may include:

• approving a proposal;

• approving an estimate;

• electronically accepting an order or service;

• paying a deposit;

• paying an invoice that references these Terms;

• authorizing US DIGITAL WORKS, LLC. to begin work;

• authorizing additional work;

• approving work through email or an approved project system;

• requesting Services after receiving notice of these Terms;

• activating or using managed services;

• or continuing an active month-to-month managed service after receiving reasonable notice of updated Terms.

Electronic records, electronic approvals, and electronic signatures may be used to document acceptance and authorization to the extent permitted by applicable law.

Mere publication of revised Terms on the US DIGITAL WORKS, LLC. website does not, by itself, constitute a retroactive transfer of intellectual property, ownership, domain rights, or other vested property rights.

Where material updated Terms apply to an existing managed-service relationship, US DIGITAL WORKS, LLC. may additionally provide notice through:

• email;

• invoice;

• billing communication;

• client portal;

• project-management system;

• support system;

• or another ordinary business communication.

Acceptance of general Services does not, by itself, constitute an assignment of copyright, domain ownership, source code, or other property where applicable law or these Terms require a separate written transfer instrument.

Definitions

For purposes of these Terms, the following definitions apply unless the context clearly requires otherwise.

Client

“Client” means the person, business, organization, legal entity, or other party purchasing or receiving Services from US DIGITAL WORKS, LLC.

A management company, agency, employee, consultant, contractor, owner, operator, or other representative acting for a Client is not automatically a separate Client merely because that person communicates with USDW.

Authorized Representative

“Authorized Representative” means a person the Client has authorized to communicate with US DIGITAL WORKS, LLC. or make decisions within an identified area of authority.

Authorized Representatives may include:

• owners;

• officers;

• employees;

• management companies;

• operators;

• marketing agencies;

• consultants;

• contractors;

• IT providers;

• attorneys;

• accountants;

• or other designated representatives.

Authorization to represent a Client does not itself convey ownership rights in Client property or USDW property.

Services

“Services” means any website, application, platform, technology, hosting, marketing, creative, consulting, managed-service, support, development, or related work provided by US DIGITAL WORKS, LLC.

Services may include, as applicable:

• website strategy;

• website design;

• website development;

• e-commerce;

• custom platform work;

• managed digital infrastructure;

• managed hosting;

• WebOps;

• content management;

• content development;

• copywriting;

• publishing;

• search-engine optimization;

• structured data;

• analytics;

• reporting;

• paid-media management;

• social-media services;

• email marketing;

• SMS-related services;

• campaign services;

• software-stack management;

• security;

• monitoring;

• backups;

• performance optimization;

• integrations;

• reservation or booking connectivity;

• commerce support;

• maintenance;

• support;

• consulting;

• Change Units;

• additions;

• moves;

• changes;

• and related digital services.

The use of the term “Services” does not mean that every listed service is included in every Client engagement.

Managed Services

“Managed Services” means recurring Services provided to host, operate, administer, maintain, secure, license, monitor, update, support, publish to, optimize, integrate, or otherwise manage a website, application, campaign, account, or digital environment.

Managed Services may combine:

• technology access;

• hosting;

• infrastructure;

• software;

• licenses;

• support capacity;

• Change Units;

• monitoring;

• security;

• maintenance;

• WebOps;

• reporting;

• integrations;

• creative resources;

• consulting;

• and ongoing professional Services.

Managed Services are generally provided month to month unless expressly stated otherwise.

Project

“Project” means a defined body of nonrecurring or implementation work authorized by the Client.

A Project may include:

• website design;

• website build;

• application development;

• platform implementation;

• campaign development;

• migration;

• integration;

• custom programming;

• consulting;

• content development;

• strategy;

• or other defined work.

A Project may exist independently from, before, during, or in conjunction with Managed Services.

Client Materials

“Client Materials” means materials supplied by or on behalf of the Client or materials independently owned by the Client.

Client Materials may include:

• photographs;

• videos;

• logos;

• trademarks;

• documents;

• menus;

• product information;

• pricing;

• policies;

• copy;

• business information;

• client-authored materials;

• media;

• files;

• customer lists;

• and other Client-owned materials.

US DIGITAL WORKS, LLC.’s hosting, formatting, editing, optimization, publication, storage, or use of Client Materials does not transfer ownership of those materials to USDW.

Client Data

“Client Data” means data belonging to or collected on behalf of the Client in connection with the Client’s business.

Client Data may include:

• customer information;

• subscriber information;

• CRM data;

• leads;

• form submissions;

• reservations;

• transaction data;

• orders;

• account records;

• customer communications;

• and similar Client business information.

Client Data excludes information primarily relating to USDW’s own systems and operations, including:

• internal system telemetry;

• administrative logs;

• security logs;

• configuration information;

• infrastructure records;

• proprietary metadata;

• internal performance data;

• USDW analytical methods;

• and other information concerning the operation or security of the USDW Platform.

USDW Platform

“USDW Platform” means the managed technology environment used by US DIGITAL WORKS, LLC. to design, develop, host, operate, secure, manage, maintain, optimize, publish, integrate, monitor, support, and improve digital Services.

The USDW Platform may include:

• enterprise WordPress environments;

• hosting infrastructure;

• containers;

• cloud services;

• content-management systems;

• USDW WebOps systems;

• development systems;

• software stacks;

• plugins;

• themes;

• licensed software;

• APIs;

• security technology;

• monitoring;

• caching;

• content-delivery technology;

• performance tools;

• automation;

• internal systems;

• analytics systems;

• SEO systems;

• code repositories;

• backup systems;

• staging systems;

• deployment tools;

• integration frameworks;

• and other technology owned, licensed, configured, or controlled by US DIGITAL WORKS, LLC.

USDW Materials

“USDW Materials” means technology, intellectual property, systems, work product, and other materials owned, licensed, created, developed, configured, or maintained by US DIGITAL WORKS, LLC., excluding Client Materials and assets expressly transferred to the Client.

USDW Materials may include:

• software;

• source code;

• custom code;

• scripts;

• designs;

• layouts;

• design systems;

• frameworks;

• methods;

• processes;

• tools;

• templates;

• themes;

• configurations;

• workflows;

• automations;

• taxonomies;

• schemas;

• structured-data systems;

• metadata structures;

• tagging systems;

• integrations;

• connector logic;

• APIs;

• reporting methods;

• optimization methods;

• prompts;

• documentation;

• working files;

• production files;

• development files;

• staging materials;

• source materials;

• reusable components;

• proprietary methods;

• proprietary knowledge;

• know-how;

• and underlying delivery infrastructure.

A specific asset is excluded from USDW Materials only to the extent US DIGITAL WORKS, LLC. expressly transfers ownership of that asset in accordance with the applicable ownership-transfer requirements.

Provider Account

“Provider Account” means an account, tenant, subscription, administrative environment, license, or similar resource established, owned, licensed, billed, or administered by US DIGITAL WORKS, LLC. as part of its broader service-delivery environment.

Provider Accounts may include:

• hosting accounts;

• cloud accounts;

• software accounts;

• administrator accounts;

• analytics accounts;

• search accounts;

• advertising accounts;

• security accounts;

• email-service accounts;

• registrar accounts;

• development accounts;

• monitoring accounts;

• agency accounts;

• enterprise accounts;

• software licenses;

• and similar resources.

A Provider Account does not become Client-owned merely because it contains Client-related information or supports a Client’s website or business.

Client Account

“Client Account” means a third-party account established specifically in the Client’s name or under the Client’s direct ownership and identified as Client-controlled.

Examples may include:

• Client-owned registrar accounts;

• Client-owned advertising accounts;

• Client-owned CRM accounts;

• Client-owned reservation systems;

• Client-owned payment accounts;

• or other third-party systems contracted directly by the Client.

A Client Account may still be administered by USDW as part of the Services without becoming a USDW-owned account.

USDW Domain

“USDW Domain” means a domain name registered, purchased, acquired, renewed, maintained, or controlled by US DIGITAL WORKS, LLC. as a USDW asset.

A USDW Domain may be used temporarily or indefinitely in connection with:

• a Client website;

• brand;

• campaign;

• promotion;

• booking environment;

• email service;

• integration;

• redirect;

• technical routing;

• defensive registration;

• or managed service.

Use of a USDW Domain in connection with a Client does not transfer ownership of the domain to the Client.

Client Domain

“Client Domain” means a domain name owned by the Client or registered expressly on the Client’s behalf and identified as Client-owned.

A Client Domain remains distinct from the website, software, hosting environment, or other technology to which the domain points.

Third-Party Service

“Third-Party Service” means any product, service, platform, software, account, system, API, infrastructure, license, provider, or technology not owned or controlled solely by US DIGITAL WORKS, LLC.

Third-Party Services may include:

• hosting vendors;

• cloud providers;

• registrars;

• DNS providers;

• CDNs;

• WordPress;

• plugins;

• themes;

• payment processors;

• booking systems;

• reservation systems;

• CRM platforms;

• analytics platforms;

• search engines;

• advertising platforms;

• social networks;

• email services;

• APIs;

• AI providers;

• software vendors;

• and other external services.

Change Units or CUs

“Change Units” or “CUs” means USDW service-capacity units used to administer and evaluate eligible managed-service activity and account usage.

CUs may reflect Services such as:

• support;

• content updates;

• publishing;

• additions;

• moves;

• changes;

• design;

• development;

• troubleshooting;

• platform work;

• maintenance;

• SEO;

• reporting;

• consulting;

• integrations;

• vendor coordination;

• and other eligible managed-service activity.

CUs are service-allocation units rather than stored cash or ownership rights.

Specific CU allocation and use are governed by the applicable service plan and Pricing, Billing & Deposits.

Deposit

“Deposit” means an advance payment required or accepted before USDW begins or reserves applicable work or resources.

A Deposit may be applied toward:

• planning;

• discovery;

• strategy;

• design;

• development;

• engineering;

• project management;

• platform setup;

• licensing;

• vendor costs;

• software setup;

• reserved production capacity;

• and other authorized Services or costs.

Deposits are earned and handled as provided under Pricing, Billing & Deposits rather than automatically becoming nonrefundable merely because payment was received.

Design Concept

“Design Concept” means an initial visual, structural, strategic, or user-experience direction developed for a website, application, platform, campaign, or other creative Project.

A Design Concept may include:

• page layouts;

• navigation;

• visual style;

• typography;

• content placement;

• wireframe direction;

• user interface;

• component concepts;

• brand treatment;

• and related planning materials.

Design Concepts are governed further by Website Builds & Design Review.

Project Folder

“Project Folder” means the applicable collection of Client project documentation maintained or recognized by US DIGITAL WORKS, LLC.

The Project Folder may include:

• proposals;

• estimates;

• invoices;

• scope documentation;

• project-board records;

• approved task lists;

• approved change requests;

• Client submissions;

• written approvals;

• technical notes;

• production records;

• and other documentation concerning the Services.

Internal USDW notes that have not been communicated to or approved by the Client do not, by themselves, expand the Client’s contractual obligations or override these Terms.

Go-Live

“Go-Live” means the point at which a website, application, campaign, functionality, integration, or other digital environment is:

• publicly launched;

• placed into production;

• connected to a live domain;

• activated for actual Client or customer use;

• or otherwise transitioned from development into operational use.

Go-Live and Project completion are not necessarily the same event.

Managed-Service Cycle

“Managed-Service Cycle” means the recurring operating period USDW uses to administer applicable managed services, Change Units, support capacity, account activity, platform care, and related Services.

Unless otherwise stated, USDW may generally administer this cycle from approximately the 22nd day of one month through the 21st day of the following month

The Managed-Service Cycle may differ from the invoice issue date or calendar month.

Writing or Written

Where these Terms refer to something being “written” or “in writing,” the term may include, where legally permitted:

• paper documents;

• email;

• electronic signatures;

• electronic approvals;

• project-management records;

• support-system communications;

• client-portal records;

• electronic invoices;

• and other retainable electronic business records.

This definition does not eliminate any legal requirement that a particular transaction or property transfer be executed through a specific written instrument or signature.

Order of Precedence

The parties’ relationship may be documented through multiple written records.

If provisions directly conflict, the more specific applicable written provision generally controls over a more general provision for the specific subject matter it expressly addresses.

Unless a document expressly provides otherwise, the following order applies:

1. Specific Asset or Intellectual-Property Transfer Instrument

A separately executed:

• domain-purchase agreement;

• asset-purchase agreement;

• intellectual-property assignment;

• source-code sale;

• license agreement;

• or other specific property-transfer document

controls with respect to the particular property or rights expressly addressed by that document.

2. Signed Custom Agreement

A separate agreement signed by both parties that expressly modifies these Terms controls for the Services and provisions it specifically addresses.

3. Accepted Proposal or Statement of Work

An accepted proposal or statement of work controls regarding specific:

• scope;

• deliverables;

• pricing;

• milestones;

• timing;

• service levels;

• and project-specific requirements

expressly identified in that document.

4. Invoice or Service Description

An invoice or written service description controls regarding the applicable:

• price;

• billing period;

• service level;

• Change Unit allocation;

• payment terms;

• and expressly identified recurring Services.

A descriptive reference to a technology, capability, target, metric, or service feature does not transfer ownership of the underlying technology or create an intellectual-property assignment unless the document expressly states that purpose.

5. Approved Change Order or Written Project Authorization

A subsequently approved written change request, Change Unit authorization, or project authorization controls with respect to the specific modification it approves.

6. These Terms and Conditions

These Terms provide the general rules applicable to the Services.

Project Records

Internal production notes, task descriptions, drafts, engineering records, project-board entries, or similar internal USDW records do not override these Terms unless they reflect a Client-approved modification or other binding written agreement.

Where documents can reasonably be interpreted consistently, they should be read together rather than treated as conflicting.

Service Model

US DIGITAL WORKS, LLC. operates primarily as a managed digital infrastructure, technology, marketing, and managed-services provider.

Depending upon the engagement, USDW may:

• research;

• strategize;

• design;

• build;

• configure;

• host;

• operate;

• maintain;

• license;

• secure;

• monitor;

• publish;

• integrate;

• optimize;

• market;

• support;

• analyze;

• report;

• and continuously improve

websites, applications, campaigns, commerce systems, integrations, and other digital environments.

USDW’s Services may therefore combine both:

Technology

such as:

• platforms;

• hosting;

• software;

• code;

• infrastructure;

• integrations;

• systems;

• and licensed technology;

and

Professional Services

such as:

• strategy;

• consulting;

• design;

• writing;

• development;

• WebOps;

• marketing;

• SEO;

• reporting;

• support;

• and ongoing account management.

Managed Platform Versus Client-Owned Technology

Services may be delivered through:

• shared;

• dedicated;

• multi-tenant;

• enterprise;

• agency;

• cloud;

• licensed;

• provider-managed;

• or other technology environments.

The presence of a Client’s:

• name;

• branding;

• domain;

• content;

• photographs;

• products;

• services;

• customer information;

• data;

• integrations;

• business operations;

• or other Client Materials

within a USDW-managed environment does not convert that environment or its underlying technology into Client property.

In particular, such use does not by itself transfer ownership of:

• the USDW Platform;

• source code;

• custom code;

• software;

• themes;

• templates;

• plugins;

• hosting;

• containers;

• configuration;

• licenses;

• Provider Accounts;

• development environments;

• integration technology;

• analytics architecture;

• administrative systems;

• or proprietary know-how.

Ownership is governed by Ownership, Transfers & Data Retention.

Services Are Not Automatically Asset Purchases

Payment for:

• design;

• development;

• setup;

• activation;

• implementation;

• hosting;

• Managed Services;

• Change Units;

• support;

• integration;

• content;

• marketing;

• consulting;

• or another Service

does not by itself constitute a purchase of the USDW Platform or USDW Materials.

Where USDW intends to sell or transfer ownership of a particular asset, the asset and rights being transferred should be expressly identified in appropriate written documentation.

A transfer of copyright ownership generally requires a signed written instrument under federal copyright law.

Managed-Service Usage Rights

While an applicable Managed Service remains active and current, the Client receives the right to use the Client-facing output of the applicable managed environment for the Client’s ordinary business purposes subject to these Terms.

The scope of those usage rights may depend upon:

• the applicable service;

• software licenses;

• third-party restrictions;

• Provider Accounts;

• USDW Domains;

• intellectual property;

• and other components involved in providing the Service.

Cancellation and ownership consequences are governed by Managed Services & Cancellation and Ownership, Transfers & Data Retention.

Scope of Services

Services may include, where expressly applicable:

Strategy and Consulting

• discovery;

• research;

• business strategy;

• digital strategy;

• marketing strategy;

• brand consulting;

• technology planning;

• conversion planning;

• audience strategy;

• and related consulting.

Website and Platform Services

• website design;

• website development;

• e-commerce;

• platform development;

• custom functionality;

• content management;

• managed hosting;

• WebOps;

• maintenance;

• publishing;

• support;

• and platform optimization.

Content and Creative

• content planning;

• copywriting;

• editing;

• design;

• graphic production;

• landing pages;

• promotional creative;

• media optimization;

• and related production.

Search and Analytics

• SEO;

• structured data;

• schema;

• search-platform management;

• analytics;

• conversion tracking;

• reporting;

• link management;

• content optimization;

• and related search Services.

Marketing

• paid-search management;

• paid-media management;

• social-media management;

• email marketing;

• SMS-related workflows;

• campaign development;

• audience development;

• promotions;

• and related marketing Services.

Technology and Integration

• custom development;

• APIs;

• booking integrations;

• reservation integrations;

• commerce integrations;

• CRM connectivity;

• data connectivity;

• forms;

• automation;

• third-party software configuration;

• and related technology Services.

Ongoing Managed Services

• support;

• hosting;

• maintenance;

• monitoring;

• security;

• backups;

• software-stack management;

• content updates;

• Change Units;

• reporting;

• optimization;

• and ongoing additions, moves, and changes.

The inclusion of a category in this section does not mean it is included in every engagement.

Specific Scope Controls

The actual scope for a particular Client is determined by the applicable:

• proposal;

• estimate;

• invoice;

• service package;

• approved Project;

• approved Change Units;

• accepted change order;

• written service description;

• or other authorized written arrangement.

Specific scope may identify:

• deliverables;

• page counts;

• design concepts;

• revision limits;

• functionality;

• integrations;

• storage;

• hosting;

• software;

• licenses;

• Change Units;

• support levels;

• reporting;

• content;

• advertising;

• timelines;

• technical assumptions;

• Client responsibilities;

• and other service elements.

USDW is responsible only for Services reasonably included within the applicable authorized scope.

No Implied Scope

A Service is not included merely because:

• it would be useful;

• it is technologically related;

• another agency commonly provides it;

• it exists within a third-party platform;

• it was discussed conceptually;

• it appears elsewhere on the internet;

• it becomes desirable after the Project begins;

• or it is technically possible.

Services outside the authorized scope may require:

• Change Units;

• add-on pricing;

• a change order;

• revised recurring pricing;

• a new Project;

• or another written authorization.

Estimates of Effort and Technical Approach

USDW may use professional judgment to determine the:

• technical approach;

• software;

• workflow;

• development methodology;

• staffing;

• production method;

• implementation method;

• internal tools;

• vendor selection;

• and other means reasonably necessary to provide the authorized Services.

The Client is purchasing the agreed Service result or managed-service capability rather than directing every internal USDW method unless the applicable scope expressly requires a particular method or technology.

USDW may modify its internal approach where reasonably necessary for:

• security;

• performance;

• maintainability;

• vendor requirements;

• compatibility;

• scalability;

• supportability;

• efficiency;

• or changes in supported technology.

USDW Standards and Supported Technology

US DIGITAL WORKS, LLC. may maintain internal standards governing:

• hosting;

• CMS architecture;

• software;

• plugins;

• development;

• design;

• security;

• performance;

• analytics;

• integrations;

• APIs;

• backups;

• monitoring;

• documentation;

• and other technology used in providing Services.

USDW may decline or separately price a Client request requiring unsupported, obsolete, insecure, unlicensed, unusually complex, or materially nonstandard technology.

Supported-technology standards may evolve over time.

Client Responsibilities

The Client is responsible for timely cooperation reasonably necessary for USDW to provide the authorized Services.

Client responsibilities may include providing:

• accurate business information;

• Client Materials;

• approvals;

• payment;

• credentials;

• access;

• vendor contacts;

• technical information;

• legal information;

• product information;

• pricing;

• policies;

• data;

• business decisions;

• testing;

• and other required information.

The Client is responsible for informing USDW when Client-controlled information materially changes.

USDW is not required to independently discover every change in the Client’s:

• personnel;

• pricing;

• menu;

• inventory;

• events;

• promotions;

• policies;

• products;

• services;

• business hours;

• reservation information;

• business operations;

• or other Client-controlled information

unless the applicable Services expressly require USDW to independently monitor a designated source.

Client Decision-Makers

The Client should identify appropriate Authorized Representatives for decisions affecting:

• scope;

• design;

• technology;

• content;

• billing;

• marketing;

• access;

• launch;

• domains;

• integrations;

• or other material aspects of the Services.

USDW may rely in good faith on instructions from individuals reasonably believed to have authority for the applicable subject matter.

Where conflicting instructions are received, USDW may pause the affected work until the Client resolves the conflict.

Third-Party Providers Engaged by the Client

The Client may use other:

• agencies;

• consultants;

• management companies;

• developers;

• designers;

• IT providers;

• marketing providers;

• technology vendors;

• reservation providers;

• CRM vendors;

• or other third parties.

Third-party participation does not automatically expand the USDW scope or create a right to access:

• USDW source code;

• Provider Accounts;

• administrative credentials;

• hosting infrastructure;

• proprietary technology;

• internal systems;

• or other USDW Materials.

Additional coordination with Client-selected third parties may require:

• meetings;

• documentation;

• integration work;

• testing;

• access administration;

• troubleshooting;

• migration work;

• or additional Change Units.

Third-Party Services

USDW may rely upon Third-Party Services in performing the Services.

Third-Party Services operate independently and may change:

• pricing;

• licensing;

• features;

• availability;

• APIs;

• policies;

• security;

• functionality;

• or other requirements.

Where a third-party change materially affects the authorized Services, USDW may:

• modify the implementation;

• substitute a supported technology;

• recommend an alternative;

• adjust recurring pricing;

• request additional Change Units;

• or quote additional redevelopment.

Third-party responsibilities are governed further by Hosting, Security & Third-Party Platforms.

Subcontractors and Service Providers

US DIGITAL WORKS, LLC. may use qualified:

• employees;

• independent contractors;

• developers;

• designers;

• consultants;

• subcontractors;

• hosting providers;

• software vendors;

• cloud providers;

• AI providers;

• production partners;

• and other service providers

where reasonably appropriate to perform or support the Services.

Use of a contractor or vendor does not by itself transfer the Client relationship or alter the applicable ownership provisions.

USDW remains responsible for its obligations under the applicable Services subject to these Terms.

Access granted to USDW contractors may be limited, monitored, temporary, role-based, or revoked according to USDW’s security and operational requirements.

AI-Assisted and Automation-Assisted Services

USDW may use artificial intelligence, automation, software tools, templates, algorithms, and other technology to support Services such as:

• research;

• drafting;

• content;

• design;

• coding;

• analysis;

• SEO;

• reporting;

• testing;

• troubleshooting;

• optimization;

• documentation;

• quality control;

• and production.

AI-assisted and automated workflows do not change the ownership, confidentiality, approval, or Client-responsibility provisions otherwise applicable to the Services.

Additional requirements governing AI-assisted work appear under Hosting, Security & Third-Party Platforms.

Services Requiring Client Approval

Where commercially reasonable, USDW may request Client approval before publishing or implementing material:

• content;

• design;

• claims;

• offers;

• pricing;

• advertising;

• business policies;

• campaign messaging;

• regulated statements;

• or major functionality.

Certain operational work may be performed without individual approval where it falls within the authorized scope, including routine:

• maintenance;

• security;

• software updates;

• monitoring;

• backups;

• technical optimization;

• minor corrections;

• and other managed-service activity.

Emergency action may be taken as provided under Hosting, Security & Third-Party Platforms.

Scope Changes

A Client may request changes to the Services.

Requested changes may affect:

• price;

• Change Units;

• timeline;

• deliverables;

• software;

• licensing;

• staffing;

• technical architecture;

• integrations;

• testing;

• project sequencing;

• or managed-service requirements.

USDW may require:

• written approval;

• additional CUs;

• revised pricing;

• a new deposit;

• revised scope;

• additional time;

• or a separate Project

before performing material additional work.

Services Outside the Original Scope

Unless expressly included, the following may constitute additional Services:

• additional pages;

• additional design concepts;

• extensive revisions;

• additional writing;

• additional meetings;

• additional training;

• data cleanup;

• migration;

• custom exports;

• database work;

• advanced integrations;

• new APIs;

• custom backend development;

• substantial plugin customization;

• special reporting;

• custom dashboards;

• documentation;

• platform handoff;

• technical transition services;

• custom accessibility work;

• legal-compliance implementation;

• security remediation;

• emergency work;

• forensic work;

• complex vendor coordination;

• or redevelopment caused by third-party changes.

Scope Exclusions

Unless expressly included in writing, ordinary Services do not include:

Custom Technology Beyond the Authorized Scope

• custom backend software;

• custom databases;

• bespoke applications;

• advanced plugin development;

• custom APIs;

• middleware;

• custom CRM development;

• complex data migrations;

• custom mobile applications;

• or other specialized engineering.

Asset Purchases or Ownership Transfers

• transfer of the USDW Platform;

• source-code ownership;

• custom-code ownership;

• complete website buyouts;

• USDW Domains;

• Provider Accounts;

• software-license transfers;

• design-system ownership;

• internal CMS systems;

• WebOps systems;

• working files;

• production files;

• or other USDW Materials.

Such assets may be separately sold or licensed where USDW agrees to do so.

Administrative or Infrastructure Access

• master hosting credentials;

• server access;

• SFTP;

• SSH;

• database access;

• cloud-console access;

• source repositories;

• security-console access;

• master analytics accounts;

• agency accounts;

• registrar master accounts;

• software-license credentials;

• API secrets;

• or administrative access beyond the permissions USDW determines are appropriate.

Transition and Migration

• full website cloning;

• platform transfer;

• source-code transfer;

• complete backup transfer;

• migration to another provider;

• DNS migration;

• domain-transfer administration;

• email migration;

• credential recovery;

• file packaging;

• custom exports;

• transition meetings;

• training;

• vendor coordination;

• or platform handoff.

Transition Services are addressed under Ownership, Transfers & Data Retention and Managed Services & Cancellation.

Branding and Media Production

Unless specifically included:

• original logo design;

• complete brand-identity development;

• professional photography;

• professional video production;

• complex illustration;

• animation;

• advanced video editing;

• audio production;

• or original media production

are outside ordinary website or managed-service scope.

Legal, Tax, Financial, or Regulatory Services

Unless expressly provided by a properly qualified professional under a separate engagement, Services do not include:

• legal advice;

• tax advice;

• accounting advice;

• financial advice;

• formal regulatory advice;

• legal-compliance certification;

• privacy-law opinions;

• ADA legal opinions;

• intellectual-property legal opinions;

• employment-law advice;

• or other licensed professional services.

Formal Compliance and Certification

Unless expressly quoted:

• formal WCAG audits;

• ADA certification;

• accessibility certification;

• PCI DSS certification;

• penetration testing;

• formal cybersecurity audits;

• formal privacy assessments;

• cookie-law compliance audits;

• regulatory certification;

• HIPAA assessments;

• industry-specific audits;

• or similar formal compliance work

are not included.

Third-Party Costs

Unless expressly included:

• advertising spend;

• media spend;

• premium software;

• software licenses;

• hosting upgrades;

• domains;

• registrar fees;

• third-party APIs;

• payment fees;

• transaction fees;

• stock media;

• fonts;

• printing;

• travel;

• outside contractors;

• data purchases;

• vendor fees;

• and other direct third-party expenses

are additional.

Client Business Operations

USDW does not assume responsibility for operating the Client’s business.

Unless expressly included, USDW is not responsible for:

• setting prices;

• managing inventory;

• fulfilling orders;

• issuing refunds;

• handling chargebacks;

• staffing;

• customer service;

• reservation operations;

• event operations;

• product availability;

• business hours;

• menu accuracy;

• taxes;

• legal policies;

• fulfillment;

• or other Client-controlled operating functions.

Scope Assumptions

Pricing and timelines may depend upon assumptions concerning:

• Client responsiveness;

• content availability;

• technology;

• third-party systems;

• integrations;

• access;

• project complexity;

• number of stakeholders;

• volume of materials;

• software compatibility;

• data condition;

• and other conditions known when the work is authorized.

If a material assumption proves incorrect, USDW may reasonably revise:

• scope;

• pricing;

• implementation;

• timeline;

• technology;

• or resource requirements.

Changes in Client Business or Requirements

The Client should inform USDW of material changes that may affect the Services.

Examples include changes in:

• ownership;

• management;

• legal entity;

• branding;

• business model;

• personnel;

• technology;

• reservation system;

• CRM;

• commerce platform;

• pricing;

• product or service offerings;

• business location;

• compliance requirements;

• marketing strategy;

• or other material operating conditions.

A material change may require a revised scope or service arrangement.

No Guarantee That Existing Scope Meets Future Needs

Digital environments and Client businesses evolve.

A website, platform, integration, campaign, or managed-service arrangement designed for current requirements is not guaranteed to satisfy all future:

• technology;

• regulatory;

• marketing;

• growth;

• security;

• integration;

• accessibility;

• performance;

• or business requirements

without modification.

Future work may require additional Services.

Service Dependencies

Some Services depend upon:

• Client action;

• third-party providers;

• APIs;

• domains;

• DNS;

• software;

• licenses;

• payment processors;

• reservation systems;

• advertising platforms;

• search engines;

• email providers;

• cloud services;

• or other external dependencies.

USDW will use commercially reasonable efforts with respect to dependencies within its scope but does not control every external service required for a Client’s overall digital operation.

Service Documentation

USDW may document the Services through:

• proposals;

• estimates;

• invoices;

• project systems;

• service descriptions;

• diagrams;

• reports;

• account notes;

• support records;

• technical records;

• and other business documentation.

Documentation intended primarily for USDW’s internal operation does not automatically constitute a Client deliverable.

Client-requested custom documentation, technical manuals, platform documentation, training materials, architecture documentation, or transition documents may constitute additional scope.

Professional Judgment

The Client acknowledges that many Services involve professional, creative, technical, strategic, or editorial judgment.

USDW may make reasonable decisions concerning:

• design;

• layout;

• architecture;

• software;

• content hierarchy;

• technology;

• user experience;

• SEO;

• optimization;

• security;

• implementation;

• workflows;

• hosting;

• integration;

• and other matters within the authorized scope.

Client preferences and approvals will be incorporated where applicable, but USDW is not required to implement a requested approach that USDW reasonably determines would:

• create a material security risk;

• violate law;

• violate a vendor license;

• harm another Client;

• compromise the USDW Platform;

• require unsupported technology;

• or create unreasonable technical or operational risk.

Service Refusal

US DIGITAL WORKS, LLC. may decline a requested Service or instruction that USDW reasonably believes:

• is unlawful;

• infringes intellectual property;

• involves unauthorized access;

• creates significant security risk;

• violates a third-party platform’s requirements;

• involves deceptive or fraudulent activity;

• requires unsupported technology;

• exposes another Client’s information;

• compromises USDW proprietary systems;

• or otherwise creates unreasonable legal, technical, security, or operational risk.

Where practical, USDW may suggest an alternative supported approach.

No Exclusivity

Unless expressly agreed in writing, Services are not provided on an exclusive basis.

USDW may provide similar Services to other clients, including businesses in similar industries or markets.

USDW may continue using its general:

• skills;

• experience;

• methods;

• software;

• reusable components;

• templates;

• systems;

• workflows;

• technology;

• processes;

• and know-how

subject to its confidentiality and intellectual-property obligations.

No Partnership or Fiduciary Role

US DIGITAL WORKS, LLC. provides Services as an independent contractor.

The Services do not create a:

• partnership;

• joint venture;

• fiduciary relationship;

• employment relationship;

• franchise;

• or general agency relationship.

Any specific authority to act on behalf of the Client must arise from an express authorization for that purpose.

Additional legal provisions appear under Legal Terms & Contact.

Relationship to Website Builds

Website and platform builds are governed further by Website Builds & Design Review, including provisions concerning:

• design concepts;

• revisions;

• wireframes;

• content;

• functionality;

• testing;

• staging;

• launch;

• and Client review.

Relationship to Project Delays

Client-caused delays, inactive Projects, abandonment, administrative close-out, reopening, and related Project issues are governed by Client Delays & Project Close-Out.

Relationship to Managed Services

Recurring Services, Change Units, cancellation, service changes, suspension, reactivation, pricing changes, migration freedom, and changes in Client ownership or management are governed by Managed Services & Cancellation.

Relationship to Hosting and Third-Party Platforms

Hosting, security, administrative access, software, backups, analytics, integrations, third-party services, email, commerce, privacy, accessibility, and platform operation are governed by Hosting, Security & Third-Party Platforms.

Relationship to Pricing and Billing

Pricing, deposits, invoices, billing cycles, CUs, service-utilization adjustments, third-party charges, payment disputes, late accounts, refunds, credits, collections, and reinstatement are governed by Pricing, Billing & Deposits.

Relationship to Ownership and Transfers

Client Materials, Client Data, USDW Materials, USDW Domains, Client Domains, Provider Accounts, intellectual property, custom code, licensing, asset retrieval, migration rights, and transition obligations are governed by Ownership, Transfers & Data Retention.

Relationship to Legal Terms

Warranties, liability, indemnification, confidentiality, electronic acceptance, authorized representatives, assignment, changes in ownership or management, dispute resolution, governing law, and other legal provisions are governed by Legal Terms & Contact.

General Interpretation of Scope

The sections of these Terms are intended to operate together.

The commercial model can generally be summarized as follows:

The Client purchases the Services expressly included in the applicable scope.

The Client owns its Client Materials, Client Data, Client Domains, and assets expressly transferred to it.

US DIGITAL WORKS, LLC. owns or retains its rights in the USDW Platform, USDW Materials, USDW Domains, Provider Accounts, software, systems, methods, and know-how.

Managed Services provide ongoing access to supported USDW technology and professional Services rather than ownership of the underlying platform.

Clients are free to discontinue ordinary month-to-month managed services and use another provider.

Cancellation does not convert USDW-controlled technology or assets into Client property.

Services, transition work, or assets outside the existing scope may be separately priced, licensed, or sold where the parties agree.

Original Effective Date: February 1, 2026
Current Revision Date: August 17, 2026