These terms of service are static and used when you order a website via our order forms. They are dynamically generated with your and our data in {{__}} sections. These sections can only be values you submit when ordering.

This Terms of Service Agreement ("Agreement") is entered into and made effective as of the date {{contractCreationDate}} by and between:

Client: {{clientFullName}}, with a mailing address of {{clientAddressLine1}} {{clientAddressLine2}} {{clientAddressCity}} {{clientAddressState}} {{clientAddressZip}} (“Client”)

Service Provider: Arla Group LLC, with a mailing address of {{ArlaGroup-Address}} {{ArlaGroup-City}} {{ArlaGroup-State}} {{ArlaGroup-Zip}} (“Service Provider”)

The Client and Service Provider may be referred to individually as “Party” and collectively as the “Parties”.

WHEREAS, the Client wishes to retain the Services (as defined below) of the Service Provider;

WHEREAS, the Service Provider wishes to render such Services to the Client.

NOW, therefore, in consideration of the agreements contained herein, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged by each party, the parties agree to the following:

The Service Provider agrees to provide the Services to the Client, and the Client agrees to pay for the Services provided by the Service Provider.

### 1. Purpose.

This agreement's objectives are to: Develop & Maintain a website that aligns with the ordered package.

### 2. Scope of Work.

#### I. Project Overview

Objective: To design and develop a brand-driven website that aligns with the ordered package.

Deliverables: A fully functional and visually appealing website, meeting the specifications outlined in the package.

#### II. Design

Brand Development: Research and understanding of the client's brand, including their mission, values, target audience, and competitors.

Wireframing and Mockups: Creation of wireframes and mockups to illustrate the layout, functionality, and overall look and feel of the website.

Visual Design: Development of a visual design that represents the client's brand and appeals to their target audience.

Responsiveness: Design of a website that is optimized for different screen sizes and devices.

#### III. Development

Technical Requirements: Implementation of the website design, ensuring that it meets technical requirements such as browser compatibility, load speed, and accessibility.

Content Management System: Integration of a Content Management System (CMS) for ease of updating and managing website content also known as ArlaBox.

Functionality: Implementation of the website's functionalities as outlined in the package, such as e-commerce, forms, and social media integration.

Testing: Thorough testing of the website to ensure that it is fully functional and free of bugs.

#### IV. Deployment

Launch: Deployment of the website to the live server.

Ongoing Maintenance: Ongoing maintenance and support to ensure that the website continues to operate smoothly and effectively.

#### V. Timeline

The completion timeline for this project will be established either by agreement between the client and service provider at the start of the project, considering the details of the ordered package, or set solely by the service provider but can be adjusted based on the client's needs.

This scope of work outlines the steps and deliverables for the design and development of a brand-driven website, based on the package ordered. The goal is to create a website that effectively represents the client's brand and meets their specific needs and requirements.

#### VI. Commitment to Deliver Requested Features and Functionality

The client recognizes that not all websites need the same features and functionality, such as a photo gallery or a robots.txt exclusion. Despite this, the service provider is committed to delivering all requested features and functionality, even if they were not initially offered by the service provider. The service provider will make a concerted effort to fulfill the client's requirements and deliver a high-quality service. These terms acknowledge that the service provider typically delivers 98% of requested features, but there may be cases where certain features are not necessary.

#### VII. Optimization Services

In accordance with the clients' submission details and provided content, the Service Provider may provide the following in the package to enhance the website's relevance, search engine visibility, user experience, and overall performance:

##### A. Keyword Research and Content Creation

Conducting comprehensive research to identify relevant keywords

Writing up to 2,000 words of content per page based on the Package

Integrating target keywords into content in a natural and relevant manner

##### B. Alt Tag and Canonical Tag Optimization

Ensuring all images have appropriate alt tags

Implementing canonical tags to prevent duplication and enhance search engine visibility

##### C. Schema Markup and Social Media Meta Tags

Implementing schema markup to enhance website visibility and search engine ranking

Creating and implementing social media meta tags to optimize website content for social media sharing

##### D. Robots.txt and Sitemap.xml

Creating a robots.txt file to restrict access

Creating a sitemap.xml file to improve search engine visibility and indexing

##### E. User Experience Optimization

Ensuring the website is user-friendly and easy to navigate

Implementing features to enhance user experience

##### F. Page Load Speed Optimization

Optimizing website for fast page load times

Implementing best practices for website performance optimization

##### G. Anchor Text and URL Redirect Optimization

Optimizing anchor text to enhance search engine visibility and ranking

Implementing 301 redirects to avoid broken links and improve user experience

##### H. Sitemap Submission and Google Search Console Integration

Submitting the sitemap.xml file to search engines for indexing

Integrating the website with Google Search Console to monitor website performance

##### I. Blog Section and Maintenance

Implementing a blog section to improve website content and search engine visibility

Providing regular maintenance and updates to ensure website functionality

##### J. Internal Linking and Analytics & Tracking

Implementing internal linking to enhance website navigation

Integrating ArlaSites own analytics and tracking tools to monitor website performance and user behavior, and if on an SEO plan keywords.

##### K. Mobile Optimization

Optimizing the website for mobile devices

Streamlining business processes as requested by the client

The Service Provider shall exercise discretion in determining which of these services, if any, are deemed necessary based on the client's submission details and relevant content, and the brand-driven design approach and website optimization strategy of the package chosen.

### 3. Monthly Payment and Ownership Terms for Emerald Package

The Emerald Package is available for a monthly fee of $139 per month for a period of 16 months. Payment is due on the same day of each month, starting from the date of the first payment.

It is important to note that the client will not own the website or any of its elements until the full amount of $2,224 has been paid in full. If a payment is not received by the due date, the Service Provider reserves the right to suspend or terminate the service until the payment is made.

The client understands that the monthly payment covers hosting, maintenance, and technical support for the website, but does not include any additional services or updates that are not included in the Emerald Package.

If the client wishes to cancel the service before the end of the 16-month period, the Service Provider is not obligated to provide a refund for any payments already made. However, the Service Provider may, at its discretion, agree to a prorated refund based on the remaining months of the service.

### 4. Website Changes.

The Service Provider shall not be held liable for any alterations to the Client's website made by third parties that result in negative impacts on the website's functionality or security.

### 5. Client’s Requirements.

The Client must furnish all the necessary content and images for the website in a timely manner. However, it should be noted that some content may be included in the package provided by the Service Provider.

### 6. Client’s Review.

The Client assumes the responsibility to actively participate and provide necessary support throughout the design process by thoroughly reviewing the work product, promptly responding to any questions or clarifications requested by the Service Provider, and making necessary decisions in a timely manner. The Client's cooperation and availability are critical to ensuring the successful completion of this project.

### 7. Client’s Domain Name.

The Service Provider shall allow the Client to utilize either a domain name purchased through the Service Provider or a domain name owned by the Client, free of charge. If the Client opts to purchase the domain name through the Service Provider, the Service Provider shall act as the proxy for the Client's usage until the package is fully paid for. Should the contract be terminated early or payments fail to be made in full, the Service Provider reserves the right to retain ownership of the domain name. Regardless of the method by which the domain name is obtained, the Service Provider shall have no legal or financial interest in the domain name chosen by the Client for the site. The Client shall be responsible for pointing the domain to the Service Provider's servers, unless otherwise agreed upon.

### 8. Website Credits and Link.

The Client hereby provides the Service Provider permission to:

##### 1. Include on the developed website a statement crediting the Service Provider as the developer of the site on all page footers.

##### 2. Place hyperlinks on the Client's website to the Service Provider's website.

##### 3. Use the Client's website as an example of the Service Provider's services by placing hyperlinks on the Service Provider's website to the Client's site.

This authorization extends to instances where the Client may transfer the site design to another company for modification, as long as the design remains similar in appearance and functionality

### 9. Read and Understood.

The client agrees that upon signing they have fully comprehended the terms and conditions outlined in this Agreement and voluntarily agree to abide by them.

### 10. Support and Maintenance.

The Service Provider has the right to choose whether to offer maintenance, support, or other services and can terminate said services at any time, without prior notice to the Client. Any software or code utilized in conjunction with this Agreement is provided "as is" without any warranties, either expressed or implied, including but not limited to the warranties of merchantability, fitness for a specific purpose, and non-infringement. The Service Provider, authors, or copyright holders shall not be held accountable for any claims, damages, or liabilities resulting from, arising out of, or connected to the software or code used in this Agreement, whether through an action of contract, tort, or otherwise.

### 11. Limited Liability.


### 12. Jurisdiction and Venue.

The Client hereby submits to the exclusive jurisdiction and venue of the courts of Clarion County, Pennsylvania, or the county in which the Service Provider maintains its principal place of business, regarding any legal proceedings arising from or related to this Agreement and its performance. The Client agrees not to initiate any legal proceedings against the Service Provider in any other jurisdiction or venue.

### 13. Electronic Signatures.

This Agreement may be executed and signed electronically, and both parties agree to the validity and enforceability of such electronic signatures. The use of an electronic signature app, which generates an audit trail, shall be sufficient proof of execution. Neither party shall raise any objections to the admissibility or enforceability of the electronic signature or audit trail in any legal proceedings or regarding any third party relying on such electronic signature.

### 14. Date of Execution, Effective Date.

This Agreement shall be considered executed and shall become effective on the date when it is signed by the Client, representing their respective company or on their own behalf. The effective date and date of execution shall be one and the same.

### 15. Assignability.

The Client shall not transfer, delegate, or assign this Agreement or any of its rights, benefits, or obligations hereunder to any third party without the prior written consent of the Service Provider. The Service Provider reserves the right to engage subcontractors to perform any or all of its obligations under this Agreement, as necessary to complete the project in a timely manner.

### 16. Severability.

Any part, provision, representation, or warranty of this Agreement, which is prohibited, or which is held to be void or unenforceable shall be ineffective to the extent of such prohibition or enforceability without invalidating the remaining provisions hereof. Any part, provision, representation or warranty of this Agreement which is prohibited or unenforceable or is held to be void or unenforceable in any jurisdiction shall be ineffective, as to such jurisdiction, to the extent of such prohibition or enforceability without invalidating the remaining provisions hereof, and any such prohibition or enforceability in any jurisdiction as to any service shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereto waive any provision of law which prohibits or renders void or unenforceable any provision hereof. If the invalidity of any part, provision, representation or warranty of this Agreement shall deprive any party of the economic benefit intended to be conferred by this Agreement, the parties shall negotiate, in good-faith, to develop a structure the economic effect of which is nearly as possible the same as the economic effect of this Agreement without regard to such invalidity. If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

### 17. Waiver.

Any waiver by either party of a default under this Agreement shall not be deemed to be a waiver of any prior or subsequent default of the same or any other provisions of this Agreement.

### 18. No Inducement.

The Client affirms that they have not received any form of promise, representation, or enticement from the Service Provider to enter into this Agreement, except as explicitly stated in the terms and conditions of this contract.

### 19. Review By Counsel.

The Client acknowledges that they have consulted a legal representative who represents their best interests, and have received a comprehensive explanation of the terms, conditions, and obligations outlined in this Agreement before executing it.

### 20. Consequential Damages Waiver.

Pursuant to this Agreement, neither Party shall be held liable for any indirect, special, incidental, or consequential damages of any kind. The Parties acknowledge and agree that neither Service Provider nor their affiliates, nor any of their trustees, directors, officers, employees, agents, freelancers, or subcontractors shall be held liable for any exemplary, punitive, special, indirect, or consequential damages, including but not limited to attorneys' fees, loss of business, or lost profits, even if such damages were foreseeable, or if either party or any entity had been advised of the possibility of such damages. The Parties mutually agree to exclude such damages by agreement.

### 21. Supersedes Prior Agreements.

This Agreement shall be deemed to supersede and replace all prior agreements, negotiations, understandings, representations, or promises, whether written or verbal, that may have existed between the parties. The intention of the parties is to create a binding and comprehensive agreement regarding the subject of this Agreement.

### 22. Notices.

All notices under this Agreement must be sent by email with read receipt requested or certified or registered mail with return receipt requested.

### 23. Termination.

In the event of a material breach of this Agreement by the Client, the Service Provider may, at its sole discretion, terminate this Agreement upon written notice to the Client, provided the Client has failed to cure such breach within 15 days after receipt of such notice. Should the Client fail to cure the breach within the specified time frame, the Service Provider may choose to declare the entire balance of this Agreement immediately due and payable. Additionally, the Client shall be liable for the maximum interest rate permitted by law in the state of Pennsylvania on any outstanding balance, accruing on a monthly basis until fully paid. Furthermore, the Client shall lose access to the services provided under this Agreement and all files and documents related thereto, unless legally required to be maintained, may be destroyed. The obligations and rights of the parties under this Agreement that are intended to survive termination shall survive the termination of this Agreement.

### 24. No Inference Against Author.

Client and Service Provider acknowledge that this Agreement was negotiated and executed through mutual consent. If any ambiguity or uncertainty regarding the intent or interpretation of this Agreement arises, it shall be interpreted as if drafted jointly by both parties. No advantage or disadvantage shall be afforded to either party as a result of authorship of any provisions of this Agreement.

### 25. Intent to be Bound.

The parties, Client and Service Provider, acknowledge and affirm that they have executed this Agreement with the express intention of being legally bound by its terms and conditions. This agreement represents a binding commitment between both parties, and any subsequent breach of its provisions shall be subject to legal remedies as provided by law. By entering into this Agreement, the parties fully intend to establish an enforceable and valid contract and, accordingly, shall comply with the obligations set forth herein in accordance with the agreement’s terms and conditions. The parties' signatures or execution of this Agreement serve as evidence of their intention to be bound and the understanding and acceptance of the agreement's provisions.

### 26. Client Acknowledgment on Search Engines and Directories.

The Service Provider has no sway over the policies established by search engines or directories regarding the types of sites and/or content that they accept or may accept in the future. The client acknowledges that their website(s) may be excluded from any search engine or directory at any moment, solely at the discretion of the respective search engine or directory entity. The Service Provider will make efforts to resubmit any pages that have been excluded from the index; however, the client should be aware that the listing process can take anywhere from two to four months, or even longer, after submission to a search engine or directory. The client should also be aware that search engines and directories may temporarily stop accepting submissions. Additionally, listings may be dropped without any apparent or predictable reason, but will often reappear without the need for additional submissions. If a listing does not reappear, the Service Provider will make efforts to resubmit the website(s) in accordance with the current policies of the search engine or directory in question.

The Service Provider shall not be held liable for any lack of results, delay or inability to list or maintain the Client’s website(s) in the search engines and directories. The Service Provider shall not be responsible for changes made to the Client’s websites) by other parties that may affect the search engine or directory listings. The search engine and directory listings are beyond the control of the Service Provider and the Service Provider makes no guarantees of any kind, express or implied, as to the listing, position or any other aspect of the Client’s website(s) in any search engine or directory. The Client acknowledges and agrees that the ranking of their website(s) in the search engines and directories depends upon many factors beyond the control of the Service Provider, and that search engine and directory ranking is inherently volatile and subject to change.

### 27. Modification of Open-Source WordPress with ArlaBox.

The Service Provider provides their proprietary product, ArlaBox, which is a modified version of popular open-source WordPress. By agreeing to pay for the Services provided by the Service Provider, the client acknowledges that they will not be entitled to a full administrative account or the ability to install plugins and that certain changes to the website may be limited and not possible due to the licensing model in place for ArlaBox.

However, the Service Provider recognizes that there may be exceptional circumstances where a client requires additional functionalities or accommodations to their website. In these cases, the Service Provider may make an exception on a case by case basis, and grant the client a limited administrative account or the ability to install specific plugins subject to the licensing model and technical feasibility.

It is important to note that any such accommodations made by the Service Provider do not constitute a waiver of the limitations on administrative access or the installation of plugins as outlined in the agreement between the client and Service Provider. The client must still abide by the licensing model and any other restrictions set forth in the agreement.

Furthermore, the Service Provider reserves the right to revoke any accommodations made if the client breaches the terms of the agreement, including but not limited to, misusing the administrative access or installing plugins in violation of the licensing model.

### 28. Continued Hosting Services.

Once the client has completed payment for the website, they have the option to continue hosting the website with the Service Provider for a set, mutually agreed upon fee to be discussed during the final 30 days of the contract. Alternatively, the client may choose to move the website to their own hosting provider.

### 29. Termination of Services.

Upon termination of Services, certain features and functions of the website may break or licenses that are solely licensed to Service Provider through ArlaBox, may expire. In this event, the client will be responsible for purchasing replacements for these functionalities.

### 30. Modification of ArlaBox Core for Self Hosting.

The client grants the Service Provider the right to modify the ArlaBox core to an "exit mode," which preserves most, if not all, of the website's features and allows the client to self-host the website. This modification will be performed by the Service Provider before termination of Services to ensure a smooth transition for the client to self-hosting.

It is important to note that to maintain the stability and security of the website, the Service Provider recommends that the client seek professional assistance with self-hosting, as certain technical knowledge and resources may be required. Service Provider will not be held responsible for any issues that may arise from self-hosting.

### 31. Continuity of Service Clause.

The Client acknowledges and agrees that during the term of this agreement, the hosting services provided by the Service Provider will be hosted on ArlaSites cloud network. The Service Provider agrees to maintain the hosting services on its cloud network as long as the Client is current with its payments and in compliance with the terms and conditions of this agreement. If the Client breaches the terms of this agreement, including but not limited to, non-payment of fees, the Service Provider reserves the right to terminate the hosting services and transfer the Client's website to a different hosting platform. The Client agrees that the Service Provider shall not be liable for any loss or damage arising from such transfer.

### 32. Project Delivery & Flexibility.

This project delivery clause outlines that the project is expected to be delivered within 5 days; however, the delivery date may be extended up to a maximum of 30 days if deemed necessary by the service provider. The client agrees to allow such extension and acknowledges that the extension is in the best interest of the project's success. In the event of an extension, the service provider will communicate the revised delivery date to the client in a timely manner.


IN WITNESS WHEREOF, the Client has executed this Agreement as of the date indicated below.

Client -


{{clientFullName}} | Date: {{contractClientSignDate}}

Note: The Service Provider's signage is by default without a signature.

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