Collective Dallas Terms & Conditions (Revised June 2026)

Background

Online electronic approval of a project estimate (“Website Proposal”) indicates the acceptance of the terms and conditions set forth in this agreement (“Agreement”) by an authorized representative of the client entity (“Client”).

1. Ownership of Intellectual Property

A. Except for the Background Technology as defined in Exhibit A (License Agreement), Client shall own all right, title and interest in and to any and all Deliverables (as defined in the Website Proposal), project descriptions and specifications (including any copyrights therein) which may be included in Deliverables. Vendor and Client expressly agree that, other than the Background Technology, the work performed by Vendor hereunder shall be work made for hire to the maximum extent permitted by the United States Copyright Act, and that Client shall be the exclusive owner of all right, title and interest in and to the Deliverables hereunder, including any and all ideas, inventions and works of authorship (including developments, innovations and improvements to existing Client products or confidential information) conceived or made by Vendor alone or with others in the course of Vendor’s engagement hereunder, together with any and all copyrights, trade secret rights, patents and other proprietary rights therein, whether now known or hereafter to become known, for the respective maximum terms of protection available throughout the world (the “Client Intellectual Property”). In the event that all the foregoing right, title and interest do not vest automatically in Client, Vendor hereby irrevocably transfers, sells and assigns to Client, its successors and assigns, all such right, title and interest (including any and all copyrights, trade secret rights, patents and other proprietary rights therein). Vendor agrees to execute such other documents as Client may reasonably request from time to time to confirm such transfer of right, title and interest, including any short form assignment of copyright, patent or other proprietary rights, and such other documents concerning the work performed hereunder as Client may deem desirable to file with any copyright, patent or other proprietary rights authority in the world.

B. Client hereby authorizes Vendor the right to use its name, trademarks, service marks, trade names and logos (collectively “Marks”) in news releases, case studies, articles, brochures, marketing materials, advertisements, customer testimonials and other publicity or promotions in connection with Client’s engagement of Vendor (collectively, “Marketing Materials”). In connection therewith, Client grants to Vendor a limited, nonexclusive, nontransferable, nonsublicenseable license to use Client’s Marks for the purposes contemplated by this Section. All uses of the Marks shall be in accordance with the Mark guidelines provided by Client from time to time. Nothing contained herein shall give Vendor any interest in Client’s Marks. Vendor shall not take any action that would impair the value of, or goodwill associated with, Client’s Marks and, as between the parties, all uses of Client’s Marks shall inure to the benefit of Client.

2. Confidential Information

A. All information relating to Client that a reasonable person would believe to be confidential or proprietary, or which is clearly marked as such, will be held in confidence by Vendor and will not be disclosed or used by Vendor except to the extent that such disclosure or use is reasonably necessary to the performance of the Deliverables; provided that such party receiving the information are bound by confidentiality obligations no less restrictive than those contained herein.

B. All information relating to Vendor that a reasonable person would believe to be confidential or proprietary, or which is clearly marked as such, will be held in confidence by Client and will not be disclosed or used by Client except to the extent that such disclosure or use is reasonably necessary to the performance of Client’s duties and obligations under this Agreement; provided that such party receiving the information are bound by confidentiality obligations no less restrictive than those contained herein.

C. These obligations of confidentiality will extend for a period of one (1) year after the termination of this Agreement, but will not apply with respect to information that (a) the receiving party can demonstrate is independently developed by the parties without reference to the other party’s confidential information, (b) lawfully becomes a part of the public domain, or (c) the receiving party can demonstrate was information of which the parties gained knowledge or possession free of any confidentiality obligation.

3. Warranty and Disclaimer

A. Vendor represents, warrants and covenants that (a) the Deliverables will be provided in a workmanlike manner and in conformity with generally prevailing industry standards, and (b) will conform with the specifications set forth in the Website Proposal.

B. Vendor further represents and warrants that: (a) as of the date of delivery, it shall take commercially reasonable steps to ensure the Deliverables are free from viruses, disabling programming codes, instruction or other such items that may interfere with or adversely affect the Deliverables or the web site, subject to Section 18, (b) it has all necessary rights in the intellectual property licensed or assigned to Client under this Agreement, and has the power and authority to grant to Client the rights contemplated hereunder, free and clear of any and all security interests, liens, claims, charges or encumbrances, (c) the Deliverables, as delivered by Vendor, and the use thereof by Client, will not infringe upon or violate any applicable laws or regulations or any rights of third parties, including, without limitation, laws, regulations and rights concerning infringement or misappropriation of such party’s intellectual property rights.

C. Client warrants and represents that it is the rightful owner or licensee of all content that it may provide to Vendor for implementation on the web site.

D. THE WARRANTIES CONTAINED IN THIS SECTION AND THE WEBSITE PROPOSAL, IF ANY, ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS OR STATEMENTS MADE ON OR PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. VENDOR DOES NOT WARRANT THAT ANY WEBSITE WILL BE SECURE, UNINTERRUPTED OR FREE FROM ATTACK.

4. Limitation of Remedies

Client’s sole and exclusive remedy for any claim against Vendor with respect to a breach of Section 3(A) will be the correction by Vendor of any material defects or deficiencies therein of which Client notifies Vendor in writing within thirty (30) days after the completion of the Deliverables. In the event Vendor is unable to correct any material defects or deficiencies to Client’s reasonable satisfaction, Vendor shall reimburse Client for all fees paid related to such Deliverables. In the absence of any such notice, the Deliverables will be deemed satisfactory to and accepted by Client. Payment or use of the web site or the Deliverables (as defined in the Website Proposal) shall in no way preclude Client’s ability to assert a warranty claim within the warranty period.

5. Limitation of Liability

In no event will either party be liable for any loss of profit or revenue by the other party, or for any other consequential, incidental, indirect or economic damages incurred or suffered by the other party arising as a result of or related to this Agreement, whether in contract, tort or otherwise, even if such party has been advised of the possibility of such loss or damages. The parties further agree that the total liability of either party for all claims of any kind arising as a result of or related to this Agreement, or to any act or omission of such party, whether in contract, tort or otherwise, will not exceed an amount equal to the amount actually paid by Client to Vendor for the Deliverables.

6. Indemnification

A. Client will indemnify and hold Vendor harmless from and against any claims by third parties, including all costs, expenses and attorneys’ fees incurred (“Damages”), arising out of or in conjunction with (i) Client’s performance under or breach of any obligation or agreement of this Agreement, (ii) any actual or threatened claim that the content provided by Client to Vendor infringes any intellectual property, including, but not limited to, infringement of any copyright, trademark, patent or trade secret made against Vendor by any third party, and (iii) any security incident, malware infection or data breach affecting Client’s website, hosting or data, except to the extent caused by Vendor’s gross negligence or willful misconduct.

B. Vendor shall indemnify, defend, and hold Client harmless from, and against any and all third party Damages arising out of or resulting from (i) Vendor’s performance or breach of any obligation or agreement of Vendor under this Agreement, (ii) any misrepresentation made by Vendor in this Agreement, or (iii) any actual or threatened claim that the Deliverables infringe any intellectual property, including, but not limited to, infringement of any copyright, trademark, patent or trade secret made against Client by any third party, excluding any Damages arising from matters described in Section 18.

7. Relation of Parties

The performance by Vendor of its duties and obligations under this Agreement will be that of an independent contractor, and nothing herein will create or imply an agency relationship between Vendor and Client, nor will this Agreement be deemed to constitute a joint venture or partnership between the parties.

8. Employee Solicitation

During the period of this Agreement and for twelve (12) months thereafter, neither party will solicit, directly or indirectly, the employment of any employee, former employee, subcontractor, or former subcontractor of the other party that (a) with respect to Vendor, performed the Deliverables for Client, or (b) with respect to Client, oversaw the performance of the Deliverables. The terms “former employee” and “former subcontractor” will include only those employees or subcontractors of either party who were employed or utilized by that party on the Effective Date of this Agreement. Both parties agree that nothing contained herein shall prohibit the other party from employing general recruiting strategies, such as placement of advertisements, posting of positions on either party’s web sites and other similar methods.

9. Termination

Either Party may terminate any project covered by a Website Proposal with at least 10 days’ written notice to the other Party. Unless otherwise agreed to in writing by the Parties, Client shall, within 30 days of the date of termination, pay Vendor for all work performed up to the date of termination, based either on the quoted price per deliverable in the Website Proposal or, if no such definition was made, based on Vendor’s then-current hourly rate of up to $275 per hour, plus reimbursement for any project expenses. If monies paid by Client to Vendor under the Website Proposal exceed the amount due to Vendor under this Agreement, Vendor shall refund the difference to Client within 30 days of the date of termination.

10. Failure to Pay

If Client fails to pay any invoice within 60 days of due date, Vendor shall have the right to withhold further work. Further, if Client fails to pay any website hosting services invoice within 90 days of due date, Vendor may disable the website for which the hosting fees apply until all such invoices are paid.

11. Non-Assignment; Successors; Third Party Beneficiaries

Neither party will assign this Agreement, in whole or in part, without the prior written consent of the other party except in cases of merger or any person or entity acquiring all or substantially all of that party’s assets or stock. This Agreement will inure to the benefit of, and be binding upon the parties hereto, together with their respective legal representatives, successors, and assigns, as permitted herein. Nothing in this Agreement shall be deemed to create any rights in third parties or create any obligations of a party to such third parties.

12. Arbitration

Any dispute arising under this Agreement will be subject to binding arbitration by a single Arbitrator with the American Arbitration Association (AAA), in accordance with its relevant industry rules, if any. The parties agree that this Agreement will be governed by and construed and interpreted in accordance with the laws of the State of Texas, without regard to the state’s conflict of law principles. The arbitration will be held in Frisco, Texas. The Arbitrator will have the authority to grant injunctive relief and specific performance to enforce the terms of this Agreement and the enforcement of this agreement to arbitrate. Judgment on any award rendered by the arbitrator may be entered in any Court of competent jurisdiction.

13. Severability

If any term of this Agreement is found to be unenforceable or contrary to law, it will be modified to the least extent necessary to make it enforceable, and the remaining portions of this Agreement will remain in full force and effect.

14. Force Majeure

If either party is prevented from complying, either totally or in part, with any of the terms or provisions of this Agreement by reason of fire, flood, storm, computer virus, malware, cyberattack, hacking, failure of a hosting provider or other third-party service, war, accident, or other acts of God, then upon written notice to the other party, the requirements of this Agreement, or the affected provisions hereof to the extent affected, shall be suspended during the period of such disability. During such period, the party not prevented from complying may seek to have its needs (which would otherwise be met hereunder) met by the other without liability hereunder. The party prevented from complying shall make all reasonable efforts to remove such disability within ten (10) days of giving such notice and the party not prevented from complying pursuant to this Section may terminate this Agreement, without liability, upon expiration of such ten (10) day period. However, for websites hosted or maintained by Vendor under an active agreement, Vendor agrees to use commercially reasonable efforts to protect the Deliverables and information it has created for Client from any force majeure event, including ensuring the appropriate information is backed up and stored at a safe site on a reasonable basis to help protect from such unforeseen events.

15. No Waiver

The waiver by any party of any breach of covenant will not be construed to be a waiver of any succeeding breach or any other covenant. All waivers must be in writing, and signed by the party waiving its rights. This Agreement may be modified only by a written instrument executed by authorized representatives of the parties hereto.

16. Notices

Any notice or other communication which may be permitted or required under this Agreement shall be delivered personally, or by facsimile or other electronic means, or sent by United States registered or certified mail, postage prepaid, addressed as set forth in the introductory paragraph or to any other address as either party may designate by notice to the other party. Notice given by facsimile or other electronic means shall promptly be confirmed by registered or certified mail or overnight carrier and shall be deemed to be received upon verification that such facsimile was received by the other party. Notice by registered or certified mail or overnight carrier shall be deemed to be received two (2) days following the date of mailing, provided such notice is properly addressed and sufficient postage is affixed thereto, or the actual date of receipt, whichever is earlier.

17. Counterparts; Electronic Signatures

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document. For purposes of this Agreement, signatures delivered by facsimile transmission or other electronic means will be treated in all manner and respects as originals.

18. Website Security, Maintenance and Third-Party Software

A. Client responsibility after launch. After launch, Client is solely responsible for keeping the website, its hosting, content management system, themes, plugins and server software (including PHP) current, unless Client has an active Vendor maintenance agreement that expressly covers those updates.

B. Outdated and unmaintained websites. Outdated, unsupported or unmaintained websites, plugins, themes and hosting environments carry known and significant security risks. Vendor is not liable for any malware, hacking, data breach, defacement, downtime, data loss, blacklisting, loss of search rankings, lost revenue, lost bookings, damage to reputation, harm to visitors or their devices, the cost of notifying customers or other damages affecting any website not covered by an active Vendor maintenance agreement, or where Client has declined, delayed or limited updates, upgrades or a rebuild that Vendor recommended. By declining a recommendation, Client accepts all related risk.

C. Attacks that cannot be prevented. No website can be made completely secure, and security tools reduce risk without eliminating it. Even a current, fully maintained website can be compromised by attacks that Vendor cannot reasonably prevent, detect or anticipate, including previously unknown (“zero-day”) vulnerabilities; exploits in PHP, server software, databases or hosting environments; malicious code introduced through third-party plugins, themes or software updates; compromised hosting accounts, servers or networks; and automated or targeted attacks. These events are beyond Vendor’s control, do not constitute a breach of this Agreement, and Vendor is not liable for any resulting damages, whether or not Client has an active Vendor maintenance agreement. This includes any failure of a firewall, malware scanner, vulnerability monitoring service or other security tool to detect or block a threat.

D. Third-party software and services. Vendor is not responsible for vulnerabilities, failures, outages or changes in third-party software or services, including hosting providers, plugins, themes, and payment, booking, ordering or email platforms. Vendor is also not responsible for unauthorized access through usernames, passwords or other credentials held by Client, its staff, its former staff or its other vendors.

E. Cleanup and restoration are out of scope. Malware removal, site restoration, security hardening and related investigation are outside the scope of any Website Proposal or maintenance agreement unless expressly included. This work is billed at Vendor’s then-current hourly rate of up to $275 per hour, or at a quoted project cost.

F. Backups. When Vendor restores a website, it will use the most recent backup available to it. Vendor is not liable for content, orders, form submissions or other data added or changed after that backup, or for backups maintained by Client or a third party.

G. Pre-existing conditions. Vendor is not responsible for any malware, compromise, vulnerability or other condition that existed on a website before Vendor began work on it, or for any harm resulting from it. Cleanup work performed by Vendor is not a guarantee that every trace of an infection was found or that the website will not be targeted again.

H. Client security responsibilities. Client agrees to use strong, unique passwords and two-step login on all accounts with access to the website or hosting; not share logins, and notify Vendor promptly when someone with access leaves or no longer needs it; not install plugins, themes or code, or give anyone else access, without Vendor’s approval; and notify Vendor promptly if anything on the website looks wrong. Errors or security issues caused by changes made by Client or anyone other than Vendor are repaired at Vendor’s hourly rate.

I. Updates that cannot be completed. If a WordPress or PHP update cannot be completed because a plugin, theme or other part of the website is not compatible, Vendor will tell Client what is needed. That work is quoted separately or billed hourly. If Client chooses not to proceed, Vendor is not responsible for any security, performance or hosting problems that result, including changes a hosting provider makes when it retires an older PHP version.

J. Order of precedence. Nothing in this Section limits Vendor’s liability to the extent a loss is caused by Vendor’s gross negligence or willful misconduct. If this Section conflicts with any other term of these Terms & Conditions, this Section controls. If a signed Website Proposal or maintenance agreement addresses the same matter, the signed document controls.

Exhibit A: License Agreement

Provided Vendor receives all payments from Client that are not disputed, Vendor shall grant to Client a license to utilize Vendor’s Background Technology (as defined below).

License

As between Client and Vendor, Vendor will retain ownership of all right, title and interest in or to any intellectual property that Vendor can substantiate were either owned or developed by Vendor prior to, or independently from, its engagement hereunder (the “Background Technology”). Background Technology shall include, without limitation, various pre-existing development tools, routines, subroutines and/or other programs, data and materials that Vendor may use or implement in the development of the web site. To the extent that Vendor incorporates any Background Technology into the Deliverables or any third party technology, Vendor shall identify such Background Technology below and hereby grants to Client a worldwide, nonexclusive, nontransferable, royalty-free, right and license to use, copy, display and create derivative works of the Background Technology and third party technology as necessary to use and modify the Deliverables and the web site developed by Vendor pursuant to this Agreement. However, upon sale or transfer of the Client’s business, this license shall be transferable to the new owner of Client’s business.

Background Technology and Third Party Technology

N/A