Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("you" or "Client") and Aloha Websites ("Company," "we," "us," or "our"), a business located in Eagle, Idaho, governing your access to and use of the website located at alohawebsites.com (the "Site") and any services provided by the Company (the "Services").

BY ACCESSING OR USING THE SITE OR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE SITE OR SERVICES.

We reserve the right to modify these Terms at any time. Any changes will be effective immediately upon posting. Your continued use of the Site or Services following the posting of revised Terms constitutes your acceptance of such changes.

2. Services

Aloha Websites provides web design, web development, and related digital services. The specific scope, deliverables, timeline, and compensation for any project shall be set forth in a separate written agreement, proposal, or statement of work ("Project Agreement") between the Company and Client.

In the event of any conflict between these Terms and a Project Agreement, the terms of the Project Agreement shall control with respect to that specific project.

3. Client Responsibilities

The Client agrees to:

• Provide accurate, complete, and timely information, content, and materials necessary for the Company to perform the Services.
• Review and provide feedback on deliverables within the timeframes specified in the Project Agreement.
• Obtain and maintain all necessary rights, licenses, and permissions for any content, materials, or third-party assets provided to the Company.
• Make timely payment in accordance with the payment terms set forth in the Project Agreement.
• Designate an authorized representative to make decisions and provide approvals on behalf of the Client.

4. Payment Terms

Unless otherwise specified in a Project Agreement:

• A deposit of fifty percent (50%) of the total project fee is due upon execution of the Project Agreement before work commences.
• The remaining balance is due upon completion of the project and prior to final delivery or launch.
• All invoices are due and payable within fifteen (15) days of the invoice date.
• Late payments shall accrue interest at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is less.

The Company reserves the right to suspend or terminate Services and withhold deliverables if payment is not received when due.

5. Intellectual Property Rights

5.1 Client Materials

The Client retains all rights in any content, materials, trademarks, or intellectual property provided to the Company for use in the project ("Client Materials"). The Client grants the Company a non-exclusive, royalty-free license to use Client Materials solely for the purpose of performing the Services.

5.2 Deliverables

Upon full payment of all amounts due, the Company assigns to the Client all rights, title, and interest in the final deliverables created specifically for the Client's project, excluding any Pre-Existing Materials (as defined below).

5.3 Pre-Existing Materials

The Company retains all rights in any tools, code libraries, frameworks, methodologies, templates, or other materials developed by the Company prior to or independently of the project ("Pre-Existing Materials"). To the extent Pre-Existing Materials are incorporated into deliverables, the Company grants the Client a perpetual, non-exclusive, royalty-free license to use such Pre-Existing Materials solely as part of the deliverables.

5.4 Portfolio Rights

Unless otherwise agreed in writing, the Company retains the right to display and link to completed work in the Company's portfolio, marketing materials, and case studies.

6. Confidentiality

Each party agrees to hold in confidence all Confidential Information disclosed by the other party. "Confidential Information" means any non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is rightfully obtained from a third party without restriction.

7. Warranties and Disclaimers

7.1 Company Warranties

The Company warrants that: (a) it has the right and authority to enter into these Terms and perform the Services; and (b) the Services will be performed in a professional and workmanlike manner consistent with industry standards.

7.2 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

The Company does not guarantee any specific results, including but not limited to search engine rankings, website traffic, lead generation, or sales conversions.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE COMPANY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY THE CLIENT TO THE COMPANY UNDER THE APPLICABLE PROJECT AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9. Indemnification

The Client agrees to indemnify, defend, and hold harmless the Company and its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) the Client's breach of these Terms; (b) the Client's use of the Services; (c) any Client Materials provided to the Company; or (d) any third-party claims arising from the Client's website or business operations.

10. Termination

Either party may terminate a Project Agreement upon written notice if the other party materially breaches any provision of these Terms or the Project Agreement and fails to cure such breach within fifteen (15) days after receiving written notice thereof.

Upon termination: (a) the Client shall pay for all Services performed and expenses incurred through the date of termination; (b) each party shall return or destroy the other party's Confidential Information; and (c) the Company shall deliver to the Client all completed or partially completed work product upon receipt of all amounts due.

11. Independent Contractor

The Company is an independent contractor and not an employee, agent, partner, or joint venturer of the Client. Nothing in these Terms shall be construed to create an employment, agency, partnership, or joint venture relationship between the parties.

12. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under these Terms due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

13. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Idaho, without regard to its conflict of laws principles. Any dispute arising out of or relating to these Terms or the Services shall be resolved exclusively in the state or federal courts located in Ada County, Idaho, and each party hereby consents to the personal jurisdiction and venue of such courts.

14. Miscellaneous

• Entire Agreement: These Terms, together with any applicable Project Agreement, constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements, representations, and understandings.
• Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
• Waiver: No waiver of any provision of these Terms shall be effective unless in writing and signed by the waiving party. No failure or delay in exercising any right shall operate as a waiver thereof.
• Assignment: The Client may not assign or transfer these Terms or any rights hereunder without the Company's prior written consent. The Company may assign these Terms without restriction.
• Notices: All notices under these Terms shall be in writing and delivered to the addresses specified in the applicable Project Agreement or such other address as a party may designate in writing.

15. Contact Information

For questions regarding these Terms of Service, please contact us at: