Website Services Agreement

Effective Date: The date the Client accepts this Agreement and completes the applicable website purchase.

This Website Services Agreement (“Agreement”) governs website design and development services provided by Smart Impact Media LLC (“Smart Impact Media,” “we,” “us,” or “our”) to the individual or business purchasing website services (“Client,” “you,” or “your”).

By checking the applicable acceptance box, completing the purchase, or otherwise electronically accepting this Agreement, the Client acknowledges that they have read, understood, and agree to be bound by these terms.

1. Website Services

Smart Impact Media will design and develop a website based on the website package selected by the Client at the time of purchase.

Current website packages include:

Essential Website Package — $597

A professional website foundation for businesses that need a clean, credible online presence. Includes up to three (3) pages or one in-depth single-page website.

Professional Website Package — $997

A more comprehensive website for businesses that need additional space to showcase services, establish credibility, and generate inquiries. Includes up to five (5) pages.

Growth Website Package — $1,497

A more robust website solution for businesses requiring additional content, services, credibility elements, and lead-generation opportunities. Includes up to ten (10) pages.

The Client's checkout or payment record identifies the package purchased and amount paid.

Page limits establish the maximum standard scope and do not mean that every project will necessarily require or include the maximum number of pages.

The specific structure, layout, functionality, and content will be determined by the purchased package, the Client's onboarding information, materials provided, and the reasonable requirements of the project.

Services or functionality outside the purchased package are not included unless otherwise agreed to in writing.

2. Required WinWave Website & Lead System

Websites provided under these packages are built, hosted, and operated through WinWave Solutions (“WinWave”), Smart Impact Media's website and lead management platform.

The one-time website design and development fee does not include the ongoing WinWave subscription.

In addition to the website design and development fee, the Client is required to establish and maintain an active WinWave Website & Lead System subscription, currently priced at $97 per month, or the applicable annual subscription option selected by the Client.

The WinWave subscription is purchased and billed separately from the website design and development fee.

The Client understands and agrees that an active WinWave subscription is a continuing requirement for the website to remain hosted, accessible, and operational.

3. WinWave Cancellation & Website Access

If the Client cancels the required WinWave subscription, fails to make required subscription payments, or otherwise allows the subscription to terminate, the website will no longer remain active through Smart Impact Media and the Client will lose access to the website and WinWave-dependent functionality.

Cancellation or termination of WinWave does not entitle the Client to a refund of website design, development, setup, subscription, or other fees previously paid.

The Client's obligation to maintain WinWave continues for as long as the Client wishes to maintain access to and operation of the website provided through Smart Impact Media.

4. Website Non-Transferability

Websites provided under these packages are built within the WinWave platform and are not portable or transferable to another hosting provider, website platform, agency, account, or third-party service.

The website design and development fee compensates Smart Impact Media for the professional services required to design, configure, develop, and launch the website. It does not constitute the purchase or transfer of the underlying WinWave platform, website account infrastructure, templates, frameworks, software, automations, integrations, system architecture, code, or other proprietary or licensed technology used to operate the website.

If the Client discontinues WinWave and wishes to operate a website elsewhere, the Client or another provider will be responsible for creating a new website independently.

Smart Impact Media is not obligated to export, transfer, migrate, reproduce, or rebuild the website on another platform as part of the original website package.

5. Project Start & Onboarding

Payment alone does not begin the project timeline.

A website project is considered ready to begin after Smart Impact Media has received:

• Full payment for the selected website package;
• Completion of the required Website Onboarding Form;
• Establishment of the required WinWave account/subscription; and
• All materials, information, access credentials, images, logos, content, approvals, and other assets reasonably necessary to begin the project.

If required information or materials are missing, Smart Impact Media may delay the start of the project until they are received.

6. Project Timeline

Smart Impact Media generally aims to complete standard website projects within approximately 15 business days after all required onboarding information, materials, access, and other project requirements have been received.

The 15-business-day timeframe is a target and not a guaranteed completion date.

Project timelines may be extended because of:

• Client delays;
• Missing materials;
• Delayed feedback or approvals;
• Requested changes;
• Changes in project scope;
• Additional functionality;
• Third-party services;
• Technical issues;
• Holidays;
• Emergencies; or
• Other circumstances reasonably outside Smart Impact Media's control.

Delays caused by the Client will extend the applicable project timeline.

7. Client Responsibilities

The Client agrees to provide complete and accurate information reasonably necessary to complete the project.

Depending on the project, this may include:

• Business information;
• Service descriptions;
• Pricing;
• Contact information;
• Logos;
• Brand assets;
• Photographs;
• Videos;
• Testimonials;
• Credentials;
• Policies;
• Required disclosures;
• Account access;
• Domain information;
• Feedback; and
• Approvals.

The Client is responsible for reviewing the website for factual accuracy before approving it for launch.

The Client is responsible for ensuring that materials supplied to Smart Impact Media can legally be used in connection with the website.

8. Content & Copy

Smart Impact Media may assist with organizing, formatting, editing, or developing website copy based on information supplied by the Client.

Unless expressly included or separately purchased, extensive copywriting, independent research, legal writing, technical writing, regulatory compliance writing, or substantial content creation is outside the standard website package.

The Client remains responsible for the accuracy of business-specific information appearing on the website, including claims concerning:

• Services;
• Products;
• Pricing;
• Credentials;
• Qualifications;
• Testimonials;
• Guarantees;
• Policies;
• Legal disclosures; and
• Regulatory information.

Smart Impact Media does not provide legal advice and does not guarantee that website content satisfies legal, regulatory, accessibility, or industry-specific requirements applicable to the Client.

9. Client-Provided Materials

The Client represents that they own, license, or otherwise have permission to use all logos, photographs, videos, written content, trademarks, testimonials, graphics, and other materials supplied to Smart Impact Media.

Smart Impact Media is entitled to rely on the Client's representation that such materials may lawfully be used.

The Client is responsible for claims resulting from materials supplied by the Client without appropriate authorization.

10. Revisions

Each website package includes up to two (2) reasonable rounds of revisions.

A revision round means one consolidated set of requested changes submitted after the Client reviews a website draft.

Revisions are intended to refine the agreed-upon website direction.

Included revisions do not include:

• Complete redesigns;
• Substantial changes in creative direction;
• Additional pages beyond the purchased package;
• New functionality;
• Significant restructuring;
• Extensive new content;
• New integrations; or
• Material expansion of the original project scope.

Additional revisions or work outside the original scope may be billed at $150 per hour or quoted separately.

Smart Impact Media will communicate additional charges before performing separately billable work.

11. Additional Work & Scope Changes

Requests outside the purchased package may require additional fees.

Examples include, but are not limited to:

• Additional website pages;
• Advanced forms;
• Advanced workflows or automations;
• E-commerce functionality;
• Membership systems;
• Advanced booking systems;
• Custom integrations;
• Extensive copywriting;
• Custom programming;
• Additional revision rounds;
• Major redesigns;
• Additional marketing services; and
• Functionality not included in the original website package.

Smart Impact Media may provide a separate quote or hourly estimate for additional work.

Additional paid work will not be performed without Client authorization.

12. Payment

Website design and development fees are due in full at the time of purchase unless Smart Impact Media expressly agrees to a different payment arrangement in writing.

Work is not required to begin until all required initial payments have been received.

The website package fee and WinWave subscription are separate charges.

The Client is responsible for maintaining a valid payment method for recurring WinWave charges.

Any additional work authorized by the Client will be billed according to the terms communicated when that work is approved.

13. Cancellations & Refunds

Because Smart Impact Media reserves production capacity and may begin onboarding, planning, research, strategy, setup, design, development, or other work shortly after purchase, website project payments are generally non-refundable once work has begun.

If the Client requests cancellation before work begins, Smart Impact Media may determine whether a full or partial refund is appropriate, taking into account payment processing costs, administrative work, reserved production capacity, and other costs already incurred.

Once work has begun, cancellation by the Client does not eliminate payment obligations for services already performed or resources already committed to the project.

Cancellation of the required WinWave subscription is governed separately and does not create a right to a refund of the website design and development fee.

Nothing in this Agreement limits any rights or remedies that cannot legally be waived.

14. Client Delays & Inactive Projects

The Client agrees to communicate and provide materials, feedback, and approvals within a reasonable timeframe.

If the Client fails to provide information, materials, feedback, approvals, or other items required to continue the project, Smart Impact Media may pause the project and remove it from the active production schedule.

If the Client remains unresponsive or the project cannot progress because of the Client for 30 consecutive days, Smart Impact Media may classify the project as inactive.

An inactive project may be rescheduled based on Smart Impact Media's then-current availability.

If reactivation requires substantial additional administrative, setup, design, or production work, Smart Impact Media may charge a reactivation fee or provide a revised quote before work resumes.

Client-caused delays do not create a right to a refund.

15. Third-Party Services & Expenses

Unless specifically identified as included, third-party expenses are not included in the website package.

These may include:

• Domain registration;
• Premium applications;
• Premium plugins;
• Third-party software;
• Paid integrations;
• Licensed stock photography or media;
• Advertising costs;
• Specialized tools; and
• Other external services requested or required by the Client.

Smart Impact Media is not responsible for outages, interruptions, security incidents, pricing changes, policy changes, discontinued services, account restrictions, or other actions attributable to third-party providers.

16. Domain Names

Domain registration is separate from the website package unless expressly stated otherwise.

The Client is responsible for purchasing, renewing, and maintaining ownership of their domain name unless Smart Impact Media expressly agrees otherwise in writing.

The Client remains responsible for keeping domain registration and billing information current.

Where Smart Impact Media connects a Client-owned domain to the website, ownership of the domain itself remains with the Client.

Termination of WinWave does not transfer ownership of the Client's independently owned domain name to Smart Impact Media.

17. Website Functionality

Smart Impact Media will use commercially reasonable efforts to build and configure the website according to the purchased package and agreed project requirements.

Websites rely on software, internet infrastructure, browsers, devices, integrations, and third-party technology that may change over time.

Smart Impact Media does not guarantee uninterrupted or error-free website operation.

Functionality dependent upon WinWave or other third-party systems remains subject to those platforms' technical capabilities and availability.

18. Ownership & Intellectual Property

The Client retains ownership of intellectual property originally supplied by the Client, including Client-owned trademarks, logos, photographs, videos, written materials, and other original Client assets.

Where Smart Impact Media creates original written copy, photography, graphics, or other standalone content specifically for the Client and expressly delivers those materials to the Client, the Client may use those final delivered materials after all applicable fees have been paid, subject to any applicable third-party licenses.

The operational website itself remains dependent upon and accessible through the WinWave platform.

Payment of the website design and development fee does not transfer ownership of:

• WinWave;
• Smart Impact Media's systems;
• Website account infrastructure;
• Software;
• Source code;
• Templates;
• Frameworks;
• Reusable design systems;
• Automations;
• Integrations;
• Workflows;
• Proprietary methods;
• Platform technology; or
• Third-party licensed technology.

The Client's right to access and operate the website is tied to maintaining the required active WinWave subscription.

19. Portfolio & Promotional Use

Unless the Client requests otherwise in writing, Smart Impact Media may display the completed website, screenshots of the website, Client business name, Client logo, and a general description of the project in Smart Impact Media's:

• Portfolio;
• Website;
• Social media;
• Presentations;
• Case studies;
• Proposals; and
• Marketing materials.

Smart Impact Media will not knowingly disclose confidential Client information through such use.

20. Search Engines, Leads & Business Results

Smart Impact Media does not guarantee:

• Search-engine rankings;
• Website traffic;
• Leads;
• Calls;
• Inquiries;
• Appointments;
• Customers;
• Sales;
• Revenue;
• Conversion rates; or
• Any particular business result.

The website may be designed to provide a professional user experience and encourage visitors to take appropriate actions, such as contacting the Client or scheduling an appointment.

Actual results depend on numerous factors outside Smart Impact Media's control, including traffic, advertising, competition, market conditions, reputation, pricing, offers, search-engine algorithms, Client responsiveness, and sales processes.

21. Search Engine Optimization

Unless SEO services are expressly included in the Client's order or purchased separately, website packages do not include ongoing search-engine optimization services.

Any basic search-friendly structure, metadata, page organization, or other foundational optimization incorporated during development does not constitute an ongoing SEO campaign and does not guarantee search-engine rankings.

22. Client Review, Approval & Launch

The Client will have an opportunity to review the website and submit the included revision rounds before final approval.

The Client is responsible for reviewing:

• Content accuracy;
• Contact information;
• Links;
• Services;
• Pricing;
• Images;
• Forms;
• Policies; and
• Other business-specific information.

Once the Client approves the website for launch, Smart Impact Media may consider the original website project substantially completed.

Requests received after final approval or launch may constitute additional work and may require additional fees.

23. No Transfer Upon Termination

For clarity, termination or cancellation of WinWave does not result in the website being transferred to the Client, another hosting company, another website platform, or another service provider.

The Client retains ownership of their independently owned business assets and domain name as described in this Agreement, but the WinWave-based website itself will cease to be available when the required WinWave service terminates.

If the Client chooses to establish a website with another provider, the new website must be created separately.

24. Confidentiality

Each party agrees to use reasonable care to protect confidential, non-public information received from the other party in connection with the project.

Confidentiality obligations do not apply to information that:

• Is publicly available through no violation of this Agreement;
• Was lawfully known before disclosure;
• Is independently developed;
• Is lawfully obtained from another source; or
• Must be disclosed pursuant to law or legal process.

25. Passwords & Account Access

The Client may provide Smart Impact Media with temporary or ongoing access to third-party accounts when reasonably necessary to perform the services.

The Client authorizes Smart Impact Media to access those accounts solely as reasonably necessary to perform the requested services.

The Client is responsible for maintaining appropriate account security and changing or revoking credentials when access is no longer required.

26. Warranties & Disclaimer

Smart Impact Media agrees to perform the website services in a professional manner consistent with the scope of the purchased package.

Except as expressly stated in this Agreement, Smart Impact Media makes no guarantee regarding specific technical, financial, marketing, search-engine, traffic, lead-generation, sales, or business outcomes.

To the extent permitted by applicable law, services and platform-dependent functionality are otherwise provided without additional warranties, express or implied.

27. Limitation of Liability

To the maximum extent permitted by applicable law, Smart Impact Media's aggregate liability arising out of or relating to the website project will not exceed the amount actually paid by the Client to Smart Impact Media for the specific website design and development project giving rise to the claim.

To the maximum extent permitted by law, Smart Impact Media will not be liable for indirect, incidental, special, exemplary, consequential, or lost-profit damages arising from the services, website, WinWave platform, or third-party services.

Nothing in this Agreement excludes liability that cannot legally be excluded or limited.

28. Client Indemnification

To the extent permitted by law, the Client agrees to indemnify and hold Smart Impact Media harmless from third-party claims, liabilities, damages, or expenses arising from:

• Materials supplied by the Client;
• Copyright or trademark violations involving Client-supplied materials;
• Client products or services;
• False or misleading information supplied by the Client;
• Client business practices; or
• Unlawful use of the website by the Client.

29. Force Majeure

Smart Impact Media will not be responsible for delays or failures caused by circumstances reasonably outside its control, including natural disasters, severe weather, internet or infrastructure outages, third-party platform outages, government actions, labor disruptions, widespread technical failures, emergencies, or similar events.

Project timelines will be reasonably extended when such circumstances affect performance.

30. Electronic Communications & Acceptance

The Client agrees that electronic records and communications may be used in connection with this Agreement and the parties' business relationship.

These may include:

• Electronic acceptance;
• Checkout records;
• Payment records;
• Emails;
• Online forms;
• Account records; and
• Other electronic communications.

By checking the acceptance box associated with this Agreement and completing the applicable purchase, the Client indicates their acceptance of this Agreement.

31. Governing Law

This Agreement will be governed by the laws of the State of New Jersey, without regard to conflict-of-law principles.

32. Severability

If any provision of this Agreement is determined to be invalid or unenforceable, that provision will be limited or modified to the minimum extent necessary, and the remaining provisions will continue in effect to the extent permitted by law.

33. Waiver

A party's failure to enforce any provision of this Agreement does not waive that party's right to enforce that provision or any other provision later.

34. Entire Agreement

This Agreement, together with the Client's applicable checkout/order information and any additional written scope expressly agreed to by Smart Impact Media and the Client, constitutes the agreement between the parties regarding the purchased website services.

If a specifically agreed written scope or order expressly conflicts with this Agreement, the specific written terms applicable to that purchase will control with respect to that conflict.

35. Acknowledgment

By accepting this Agreement and purchasing website services, the Client acknowledges that they understand, among other things, that:

• The website package is a one-time design and development service.
• An active WinWave Website & Lead System subscription is required for the website to remain active.
• WinWave is currently $97 per month, or the applicable annual subscription rate selected by the Client.
• The WinWave subscription is separate from the website design and development fee.
• If WinWave is cancelled or terminated, the website will become inactive and the Client will lose access to it.
• The WinWave-based website is not transferable to another hosting provider or website platform.
• The Client retains ownership of their independently owned domain, logos, trademarks, photographs, and other Client-owned materials.
• Website design and development fees are generally non-refundable once work has begun.
• Smart Impact Media does not guarantee leads, rankings, sales, revenue, or other business results.

Smart Impact Media LLC

Website Services Agreement