Terms of Service

1. Structure of Agreement

These Terms of Service serve as our Master Services Agreement ("Agreement"). By engaging Pineforge Digital LLC ("Company") for digital consulting, software development, web development, integration, or related technical services, you ("Client") agree to these terms. Each discrete project shall be defined in a separately executed Statement of Work ("SOW"). In the event of a conflict between this Agreement and an SOW, this Agreement shall control unless the SOW expressly states otherwise.

2. Services & Scope Control

Company provides services as an independent contractor. Company does not guarantee business outcomes, revenue generation, specific commercial results, search engine rankings (SEO), or website traffic volumes unless expressly stated in writing.

Services are strictly limited to those expressly described in an executed SOW. Any functionality, feature, or service not described is excluded. Company is not obligated to perform out-of-scope work unless both Parties execute a written Change Order.

3. Client Responsibilities

Client agrees to provide accurate, complete, and timely requirements, approvals, and feedback, and maintain all rights, licenses, and permissions to content and trademarks provided to Company. Client must provide access to required third-party platforms via "Delegated Access" or similar roles. Company refuses to accept or store Client master passwords.

Project Dormancy: If Client fails to respond to requests or provide assets for 21 consecutive days, the project will be considered "Dormant" and may incur a restart fee. After 42 days of dormancy, Company may terminate the SOW and invoice for all work completed.

4. Fees, Payment, and Changes

Unless otherwise stated in an SOW, a non-refundable deposit is required prior to commencement of work. Invoices are due upon receipt. Late payments may accrue interest at the lesser of 1.5% per month or the maximum permitted by law. Repeated scope expansion or excessive revision requests may result in termination at Company's discretion.

5. Intellectual Property

Upon full payment of all amounts due, Client shall own the final deliverables expressly identified in the SOW. Ownership does not transfer until full payment is received. Company retains ownership of pre-existing materials, proprietary frameworks, and generic code libraries, though Client is granted a license to use them as integrated into the final deliverable. Unless explicitly revoked in writing, Company retains the non-exclusive right to display graphics and links to the completed project in its portfolio and marketing materials.

6. Warranty and Support

Company warrants that deliverables will materially conform to the written specifications for fourteen (14) days following formal acceptance or deployment. During this Warranty Period, Company's sole obligation is the correction of documented defects (code failing to perform explicitly outlined actions). After the Warranty Period, all work is billable unless covered by a separate maintenance agreement.

Company does not warrant third-party systems, browser updates after deployment, modifications made by Client, or security breaches resulting from Client negligence.

7. Limitation of Liability & Indemnification

To the maximum extent permitted by law, Company's total aggregate liability arising out of this Agreement shall not exceed the total fees paid by Client under the applicable SOW. In no event shall Company be liable for lost profits, lost revenue, loss of data, or indirect damages.

Client shall indemnify and hold harmless Company from claims arising out of Client-provided content, business operations, or regulatory violations.

8. Termination & Dispute Resolution

Either Party may terminate for material breach if not cured within 14 days of written notice. Client may terminate for convenience at any time but shall pay for all work performed to date and non-recoverable expenses. Deposits remain non-refundable.

These terms are governed by the laws of the State of Wisconsin. The Parties agree to attempt good faith resolution and mediation prior to litigation, except for claims regarding non-payment of fees which may be pursued directly in Wisconsin small claims court.