Web Development & Support Agreement
PowerPro Live Website Development, Hosting & Support Agreement
This Website Development, Hosting and Support Agreement (“Agreement”) is made between PowerPro Live, a division of Linear SC, Inc., a California corporation (“PowerPro Live”), and the customer identified in the applicable proposal, order form, estimate, sign-up form or written authorization (“Customer”).
This Agreement governs website development, website hosting, domain administration, website support and related services provided by PowerPro Live. Customer’s approval of a proposal, payment of an invoice, submission of an order form, written authorization, or use of the Services constitutes acceptance of this Agreement.
1. Services
PowerPro Live may provide website development, hosting, website support, domain administration, website software maintenance, training, analytics reporting, search engine optimization setup, content support and related website services as described in the applicable proposal, order form, estimate or written scope of work.
Services not specifically included in the applicable written scope of work are excluded and may require a separate written estimate or approval.
2. Proposals, Order Forms and Written Scope
The specific development fees, support plan, optional services, storage limits, third-party costs, billing schedule and project scope shall be identified in the applicable proposal, order form, estimate, sign-up form or written authorization.
In the event of a conflict between this Agreement and a written proposal or order form, the more specific written proposal or order form shall control for the specific project or service described therein.
3. Development Fees
Website development services are not provided at no charge unless expressly stated in writing by PowerPro Live. Customer shall pay all development fees, setup fees, support fees, optional service fees, third-party costs and other charges described in the applicable proposal, order form or written estimate.
Development fees are due according to the billing schedule stated in the applicable proposal, order form or invoice. Unless otherwise stated in writing, fees paid to PowerPro Live are nonrefundable.
4. Monthly Support Services
All PowerPro Live websites require an active support plan unless otherwise agreed in writing. Support services begin on the website Go-Live Date or another date stated in writing.
Monthly support services are provided on a month-to-month basis unless otherwise stated in writing. Customer may cancel monthly support services by providing thirty (30) days’ written notice.
Support hours, if included in a support plan, must be used during the applicable monthly billing period. Unused support hours do not roll over unless expressly stated in writing.
5. Website Ownership and File Transfer
5.1 Customer-Owned Property
Customer retains ownership of Customer’s domain name, business name, trademarks, logos, written content, photographs, videos, product information and other materials supplied by Customer.
Customer also retains ownership of Customer Data submitted to or collected through the website, subject to applicable law and any third-party platform terms.
5.2 PowerPro Live Property During Initial Two-Year Period
Unless otherwise stated in writing, the website files, website database, website configuration, assembled website, templates, layouts, code structure and related PowerPro Live work product remain the property of PowerPro Live during the first twenty-four (24) months following the website Go-Live Date.
During this period, Customer receives a non-exclusive right to use the website for Customer’s business purposes while Customer maintains an active PowerPro Live support plan and remains in good standing.
5.3 Transfer After Two Years
After Customer has maintained continuous paid PowerPro Live support services for at least twenty-four (24) months following the website Go-Live Date, Customer may request transfer of the transferable website files and database upon termination of services.
Subject to payment of all outstanding amounts, PowerPro Live will provide a copy of the transferable website files and a copy or export of the website database.
Transfer does not include PowerPro Live proprietary tools, systems, processes, administrative infrastructure, hosting environment, server configuration, third-party software licenses, licensed fonts, licensed images, plugins, extensions or other materials that cannot legally or practically be transferred.
5.4 Early Termination Before Two Years
If Customer terminates services before completing twenty-four (24) months of continuous paid support services, Customer is not automatically entitled to receive the website files or database.
PowerPro Live may review an early-transfer request and determine whether an early-transfer option is available. Factors may include website size, development complexity, custom functionality, unpaid balances, assets contributed by Customer, PowerPro Live work product, and the remaining support period.
Any early-transfer cost must be agreed to in writing and paid in full before website files or database materials are released.
6. Billing and Payment
Customer shall pay all fees and charges according to the billing terms in effect when the fee or charge becomes due. Monthly support fees are charged in advance at the beginning of each monthly billing period unless otherwise stated in writing.
Customer agrees to provide complete and accurate billing and contact information, including legal company name, billing contact, street address, email address and phone number. Customer shall update billing and contact information promptly after any change.
PowerPro Live may require a valid credit card or other approved payment method as a condition of providing services.
7. Late Payment and Suspension
Customer’s account is delinquent if payment is not received by the applicable due date. Delinquent amounts may be subject to interest of 1.5% per month, or the maximum amount permitted by law, whichever is less, plus reasonable costs of collection.
If Customer’s account becomes five (5) days or more delinquent, PowerPro Live may suspend or terminate services, restrict website access, remove administrative access, or withhold work product until all outstanding amounts are paid.
Customer remains responsible for service fees during any suspension period.
8. Customer Delays During Development
Customer is responsible for providing timely feedback, approvals, content, access, assets and other materials reasonably required for project completion.
If Customer delays the project by failing to provide required feedback, approvals, content or access for more than two (2) weeks, PowerPro Live may begin or continue billing applicable development fees, support fees or optional service fees.
PowerPro Live is not responsible for project delays caused by Customer, third-party vendors, unavailable assets, late approvals or circumstances outside PowerPro Live’s reasonable control.
9. Hosting and Storage
PowerPro Live may provide website hosting directly or through third-party hosting providers. Hosting is intended to support the website software and website content maintained by PowerPro Live.
Storage limits depend on the Customer’s support plan:
- Starter Plan: up to 500 MB included
- Basic Plan: up to 500 MB included
- Standard Plan: up to 1 GB included
- Premium Plan: up to 2 GB included
- Professional Plan: up to 4 GB included
If Customer exceeds the storage limit included in its support plan, Customer may be charged an additional monthly fee of $5 per additional 500 MB, unless different pricing is stated in writing.
PowerPro Live may modify storage practices, hosting limits and usage policies upon written notice to Customer.
10. Domain Names
Customer owns its domain name. PowerPro Live may administer domain registration, renewal, DNS settings or related domain services on Customer’s behalf when included in the applicable support plan or written scope of work.
If a domain name is controlled by Customer or a third party, Customer is responsible for maintaining domain registration, renewal, DNS access and related administration.
If Customer requests PowerPro Live assistance with a Customer-controlled domain, such assistance may be billed at PowerPro Live’s then-current professional service rates.
11. Email Services
PowerPro Live does not provide email hosting services. Customer is responsible for email hosting, email deliverability, spam filtering, junk mail settings, mailbox management, email configuration and related email services.
Customer may use third-party email services such as Microsoft 365, Google Workspace or another email provider. Those services are separate from PowerPro Live’s website support services.
PowerPro Live is not responsible for Customer email outages, email deliverability, spam filtering, form notification delivery, inbox configuration or third-party email service issues.
12. Third-Party Platforms and Integrations
Customer may use third-party platforms, plugins, extensions, ecommerce systems, ticketing systems, payment processors, analytics tools, marketing tools or other external services in connection with the website.
PowerPro Live is not responsible for the performance, availability, pricing, policies, terms, security or functionality of third-party services.
Customer is responsible for maintaining any third-party accounts, licenses, credentials, subscriptions and payment obligations unless otherwise stated in writing.
13. Ecommerce
Ecommerce functionality may be provided through third-party platforms that are specialized ecommerce providers. PowerPro Live may integrate or link to third-party ecommerce platforms when included in the written scope of work.
PowerPro Live does not guarantee third-party ecommerce functionality, inventory systems, payment processing, tax calculations, promotional code systems, gift card systems, membership systems or fulfillment systems unless expressly stated in writing.
14. SEO Services
Search engine optimization services are generally provided during website planning, development and launch. This may include page structure, page titles, metadata, URL structure, image text, content recommendations and basic search-related setup.
Additional SEO work may be performed as new website content is added, subject to the Customer’s support plan or an approved written estimate.
PowerPro Live does not guarantee search engine rankings, traffic volume, lead volume, search placement, indexing speed or search engine performance.
15. Analytics Reporting
If included in Customer’s support plan, PowerPro Live may provide analytics reporting based on available website traffic data or third-party analytics tools.
Analytics reports are informational only. PowerPro Live does not guarantee traffic levels, lead volume, conversions, search performance or sales results.
16. Training
If included in Customer’s support plan, PowerPro Live may provide training for one Customer employee or representative regarding basic website content editing procedures.
Training may be provided verbally, by screen share, by written instruction or by video. Unless otherwise stated in writing, training is limited to one individual within the organization. A train the trainer approach is prioritized where other individuals within the organization can seek assistance from their trained team member.
PowerPro Live is not responsible for Customer’s computer systems, software, browser settings, email settings or ability to use third-party tools.
17. Customer Responsibilities
Customer is responsible for all activity occurring under Customer’s accounts, credentials, users and administrative access.
Customer shall comply with all applicable laws and shall not use the Services for unlawful, infringing, fraudulent, abusive or harmful purposes.
Customer shall promptly notify PowerPro Live of any known or suspected unauthorized access, password compromise, security breach or improper use of the website.
Customer is responsible for the accuracy, legality, reliability, quality and copyright status of all Customer-provided content, data and materials.
18. Customer Content and Data
Customer Data remains the property of Customer, subject to applicable law and third-party platform terms. Customer grants PowerPro Live a non-exclusive right to use, copy, store, display, transmit and process Customer Data solely as necessary to provide the Services.
PowerPro Live is not responsible for the accuracy, quality, legality, reliability or appropriateness of Customer Data or Customer-provided content.
PowerPro Live may withhold, remove or discard Customer Data if Customer breaches this Agreement, fails to pay amounts due, or uses the Services in a manner that creates legal, technical or security risk.
19. Use of Services and Restrictions
Customer may use the Services only for Customer’s own business purposes and only in accordance with this Agreement.
Customer shall not license, sublicense, sell, resell, transfer, assign, distribute, commercially exploit, reverse engineer, copy, frame, mirror or make unauthorized use of the Services, PowerPro Live technology or PowerPro Live work product.
Customer shall not access the Services to build a competing product or service, copy features, copy designs, copy functionality or misuse PowerPro Live intellectual property.
20. PowerPro Live Intellectual Property
PowerPro Live retains all rights, title and interest in PowerPro Live technology, methods, systems, processes, templates, designs, software, workflows, know-how, documentation, tools, concepts and other intellectual property.
Customer does not acquire ownership of PowerPro Live intellectual property except for transfer rights expressly granted under this Agreement after completion of the applicable two-year support period or other written agreement.
PowerPro Live may use screenshots, hyperlinks, project references, case studies or examples of work developed for Customer to promote PowerPro Live’s business, unless Customer and PowerPro Live agree otherwise in writing.
21. Backups and Data Retention
PowerPro Live may perform website backups on a periodic basis. Unless otherwise stated in writing, backups are retained for approximately one month from the date of the most recent backup.
Additional backup services, restoration services, archive exports or migration support may require a separate written estimate and additional fees.
PowerPro Live is not obligated to retain Customer Data or website files after termination, except as expressly stated in this Agreement or required by applicable law.
22. Termination
Customer may terminate monthly support services with thirty (30) days’ written notice. PowerPro Live may terminate services upon written notice if Customer breaches this Agreement, fails to pay amounts due, misuses the Services or creates legal, technical or security risk.
Termination of support services does not automatically transfer ownership of the website files or database unless Customer has completed twenty-four (24) months of continuous paid support services and has paid all outstanding amounts.
PowerPro Live will bill for any month in which services remain active, regardless of termination notice.
23. Termination for Cause
Any breach of Customer’s payment obligations, unauthorized use of the Services, misuse of PowerPro Live technology, unlawful website content or failure to comply with this Agreement may constitute a material breach.
PowerPro Live may suspend or terminate Customer’s access if Customer fails to cure a material breach within thirty (30) days after written notice. PowerPro Live may act sooner if immediate suspension is reasonably necessary to protect security, legal compliance, hosting systems, third-party providers or other customers.
24. Privacy Policy
PowerPro Live’s Privacy Policy, as published on the PowerPro Live website or otherwise provided to Customer in writing, is incorporated into this Agreement by reference.
PowerPro Live may update its Privacy Policy from time to time. Continued use of the Services after notice of an updated Privacy Policy constitutes acceptance of the updated policy.
25. Security
PowerPro Live will use commercially reasonable efforts to maintain website security consistent with general industry practices for similar services.
Customer acknowledges that no website, server, software platform, internet transmission or storage system can be guaranteed to be completely secure.
Customer is responsible for maintaining secure passwords, limiting administrative access, protecting login credentials and notifying PowerPro Live promptly of any suspected security issue.
26. Service Availability
PowerPro Live will use commercially reasonable efforts to keep hosted websites available and functioning.
Customer acknowledges that websites may be unavailable from time to time due to maintenance, updates, hosting provider issues, internet disruptions, security events, third-party service failures or circumstances outside PowerPro Live’s reasonable control.
PowerPro Live does not guarantee uninterrupted or error-free service. Planned maintenance will generally be performed outside normal business hours when practical.
27. Warranties
Each party represents that it has the legal power and authority to enter into this Agreement.
PowerPro Live represents that it will provide the Services in a manner generally consistent with industry standards reasonably applicable to similar website development, hosting and support services.
Customer represents that all billing information, account information, Customer Data and Customer-provided materials are accurate and that Customer has the rights necessary to provide such materials to PowerPro Live.
28. Disclaimer of Warranties
Except as expressly stated in this Agreement, the Services are provided on an “as is” and “as available” basis.
PowerPro Live disclaims all warranties not expressly stated in this Agreement, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted operation, error-free operation, specific performance, search ranking, traffic volume, revenue, leads or business results.
29. Limitation of Liability
To the maximum extent permitted by law, neither party shall be liable for indirect, incidental, special, consequential, exemplary or punitive damages, including lost profits, lost revenue, lost data, loss of business opportunity or loss of goodwill.
Except for payment obligations, confidentiality obligations, indemnification obligations or intentional misconduct, each party’s aggregate liability shall not exceed the amounts paid by Customer to PowerPro Live during the twelve (12) months immediately preceding the event giving rise to the claim.
30. Indemnification
Customer shall indemnify and hold harmless PowerPro Live, its parent company, affiliates, officers, directors, employees, contractors and agents from claims, damages, losses, liabilities and expenses arising from Customer Data, Customer-provided content, Customer’s breach of this Agreement, Customer’s misuse of the Services or Customer’s violation of applicable law.
PowerPro Live shall indemnify and hold harmless Customer from claims, damages, losses, liabilities and expenses arising from a third-party claim that the Services, as provided by PowerPro Live and used in accordance with this Agreement, directly infringe a U.S. copyright, trademark or patent.
PowerPro Live has no indemnification obligation for claims arising from Customer content, Customer Data, Customer instructions, third-party services, third-party software, Customer modifications or the combination of the Services with Customer’s products, services, hardware, software or business processes.
31. Export Control and Sanctions Compliance
Customer agrees to comply with all applicable U.S. export control, sanctions and trade compliance laws.
Customer may not use the Services in violation of applicable law or provide access to the Services to any person, entity or jurisdiction restricted by applicable U.S. law.
PowerPro Live may suspend or terminate Services if it reasonably believes Customer’s use violates applicable export control, sanctions or trade compliance requirements.
32. Force Majeure
Neither party shall be considered in default for delay or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, internet failures, hosting provider failures, utility failures, supply interruptions, governmental actions or similar events.
This section does not excuse Customer’s obligation to pay amounts due.
33. Notices
Notices may be sent by email to the email address on file, by written communication to the mailing address on file, or by another written method agreed to by both parties.
Customer is responsible for keeping billing and contact information current.
Notices to PowerPro Live may be sent to:
34. Changes to Agreement
PowerPro Live may update this Agreement from time to time upon written notice to Customer. Continued use of the Services after the effective date of an updated Agreement constitutes acceptance of the updated Agreement.
35. Assignment
Customer may not assign this Agreement without PowerPro Live’s prior written consent. PowerPro Live may assign this Agreement to a parent, subsidiary, successor, acquirer, or purchaser of substantially all of its assets.
36. Governing Law and Venue
This Agreement shall be governed by the laws of the State of California, without regard to conflict of law principles.
Any disputes arising out of or relating to this Agreement or the Services shall be subject to the exclusive jurisdiction of the state and federal courts located in Alameda County, California.
37. Definitions
“Agreement” means this Website Development, Hosting and Support Agreement, together with any applicable proposal, order form, estimate, sign-up form or written authorization.
“Customer” means the individual or legal entity receiving Services from PowerPro Live.
“Customer Data” means data, information or materials provided, submitted, uploaded or collected by Customer through the website or Services.
“Go-Live Date” means the date the website is first made publicly available or another date stated in writing by PowerPro Live.
“PowerPro Live” means PowerPro Live, a division of Linear SC, Inc., a California corporation.
“Services” means the website development, hosting, support, maintenance, domain administration, training, analytics, SEO setup and related services provided by PowerPro Live under this Agreement.
38. Questions
Questions regarding this Agreement may be sent to:
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