Terms of Service | Muskogee Web Design

1. PARTIES AND EFFECTIVE DATE

This Master Services Agreement (“Agreement”) is entered into between Muskogee Web Design (“MWD”) and the individual or business purchasing services from MWD (“Client”).

This Agreement becomes effective on the earliest of the following dates (“Effective Date”):

The date the Client electronically accepts this Agreement by making a purchase;
The date the Client signs a proposal, Service Order, or invoice referencing this Agreement;
The date the Client submits payment for services; or
The date MWD begins performing services at the Client’s request.

By accepting this Agreement, purchasing services, authorizing payment, or allowing MWD to begin work, the Client acknowledges that the Client has read, understood, and agreed to be legally bound by this Agreement.

The individual accepting this Agreement on behalf of a business represents that the individual has authority to bind that business.

2. AGREEMENT DOCUMENTS

The complete agreement between MWD and the Client consists of:

This Master Services Agreement;
Any proposal, invoice, payment link, checkout page, statement of work, or service order issued by MWD and accepted by the Client, collectively referred to as a “Service Order”; and
Any written change order or amendment accepted by both parties.

The Service Order will identify the purchased services, fees, billing schedule, deliverables, included work, and any service-specific requirements.

If there is a conflict between this Agreement and a Service Order, this Agreement controls unless the Service Order expressly identifies the provision being modified and states that the Service Order supersedes that provision.

3. SERVICES

MWD may provide services including:

Website design and development;
E-commerce design and development;
Website management and maintenance;
Website hosting;
Branding and graphic design;
Search engine optimization;
Search engine marketing and paid advertising management;
Social media management;
Conversion rate optimization;
Content marketing;
Copywriting and content editing;
Image editing;
Website application integrations;
Website migration or transfer;
Consulting and strategic services; and
Other digital marketing, design, development, or technology services described in a Service Order.

Only the services expressly listed in the applicable Service Order are included.

Descriptions of services on MWD’s website, advertisements, or marketing materials are general descriptions and do not expand the scope of a particular Client’s services unless incorporated into the Service Order.

4. SERVICE TERMS

4.1 Web Design Subscription Term

A recurring or subscription-based Website Design and Development Service has an initial minimum term of twenty-four consecutive months beginning on the Effective Date or the service commencement date stated in the Service Order (“Web Design Initial Term”).

The Client is financially responsible for all payments due during the Web Design Initial Term, regardless of whether the Client uses the website design service or requests all available services.

4.2 Other Subscription Service Terms

All other recurring or subscription-based services have an initial minimum term of twelve consecutive months beginning on the Effective Date or the service commencement date stated in the Service Order (“Subscription Initial Term”).

This twelve-month term applies to subscription services including:

Website management;
Website hosting;
Search engine optimization;
Search engine marketing;
Social media management;
Conversion rate optimization;
Content marketing;
Ongoing branding or creative support;
Website application services;
Ongoing consulting; and
Any other recurring service identified in a Service Order.

4.3 Project and Hourly Services

A one-time, project-based, or hourly service remains in effect until:

The services are completed;
The Service Order is terminated in accordance with this Agreement; or
All authorized hours or deliverables have been provided.

A one-time service does not create a subscription term unless the Service Order expressly states that the service is recurring.

4.4 Renewal After Initial Term

After the applicable Initial Term is completed, recurring services automatically continue on a month-to-month basis unless:

The Service Order expressly provides for a different renewal period; or
Either party provides at least thirty days’ written notice of nonrenewal.

MWD will provide any renewal notice required by applicable law.

A cancellation or nonrenewal notice does not take effect before the applicable Initial Term has been completed.

5. FEES AND PAYMENT

5.1 Service Fees

The Client agrees to pay all fees stated in the applicable Service Order.

Recurring fees are billed in advance unless the Service Order states otherwise. Hourly and usage-based services may be invoiced after the services are performed.

Unless otherwise stated in the Service Order, invoices are due upon receipt.

5.2 Automatic Billing Authorization

The Client authorizes MWD and its payment processor to securely store and automatically charge the Client’s payment method for:

Recurring service fees;
Subscription payments;
Renewal payments;
Approved additional work;
Third-party expenses authorized by the Client;
Advertising expenses when applicable; and
Other amounts due under this Agreement or a Service Order.

The Client must maintain a valid payment method on file throughout the service relationship.

The Client must notify MWD promptly of any change to the Client’s billing information.

5.3 Failed and Late Payments

If a payment is declined, reversed, disputed, or not received when due, MWD may:

Retry the payment method;
Suspend work, hosting, support, advertising, or access to services;
Adjust project timelines;
Withhold deliverables;
Charge interest at 1.5% per month or the maximum lawful rate, whichever is less; and
Pursue collection or legal remedies.

The Client remains responsible for all undisputed amounts while a billing dispute is reviewed.

Invoice disputes must be submitted in writing within five business days after the invoice date. Failure to dispute an invoice within that period constitutes acceptance of the invoice, except for a demonstrable billing error.

5.4 Collection Costs

To the extent permitted by law, the Client is responsible for reasonable costs incurred by MWD in collecting unpaid amounts, including collection agency fees, court costs, filing fees, service fees, and reasonable attorneys’ fees.

5.5 Taxes and Third-Party Charges

Fees do not include sales, use, excise, or similar taxes unless expressly stated.

The Client is responsible for third-party fees, licenses, advertising charges, domain registration fees, software subscriptions, payment processing fees, stock assets, fonts, applications, and other outside expenses unless the Service Order states that they are included.

6. CHANGES AND OUT-OF-SCOPE WORK

The Service Order defines the scope of the services.

Requests that are not included in the Service Order are considered additional work and may require:

An additional invoice;
Hourly billing at MWD’s then-current rate;
A separate proposal;
A change order; or
An extension of the project schedule.

MWD will obtain the Client’s approval before performing material out-of-scope work when reasonably practical.

Minor corrections or revisions may be included when stated in the Service Order. Unused update hours, revisions, or service allowances do not roll over unless the Service Order expressly permits rollover.

7. FAIR USE SERVICES

A Service Order may identify certain services as “unlimited” or subject to a fair use policy.

Fair use generally includes reasonable requests such as:

Minor text edits;
Image replacements;
Routine content updates;
Minor changes to existing layouts;
Updating links, forms, or contact information;
Routine technical corrections; and
Reasonable maintenance of existing website functionality.

Fair use does not include:

A complete redesign or rebranding;
Development of a new application or custom feature;
Substantial changes to the website’s structure;
Bulk entry of pages, products, posts, or records;
Creation of an entirely new campaign;
Repeated urgent requests that prevent MWD from serving other clients;
Work requiring specialized third-party services; or
Work materially exceeding the intended scope of the subscription.

MWD will determine in good faith whether a request falls within fair use. Work outside fair use will be quoted or billed separately.

8. CLIENT RESPONSIBILITIES

The Client must cooperate with MWD and provide all information reasonably required to perform the services.

The Client’s responsibilities include:

Providing accurate business, product, service, pricing, and contact information;
Providing timely access to domains, hosting, websites, analytics, social media accounts, advertising accounts, applications, and other required platforms;
Providing text, images, logos, videos, legal disclosures, policies, waivers, and other materials not included in the Service Order;
Reviewing and approving deliverables promptly;
Maintaining valid licenses and permissions for Client-provided materials;
Maintaining secure passwords and controlling access to Client accounts;
Paying all third-party expenses for which the Client is responsible;
Complying with applicable laws, regulations, platform policies, and industry requirements; and
Designating an authorized representative who may provide binding instructions and approvals.

MWD is not responsible for delays, errors, additional costs, or reduced performance caused by the Client’s failure to satisfy these responsibilities.

9. CLIENT DELAYS

Project timelines depend upon timely Client cooperation.

If the Client fails to provide requested information, access, content, approval, or feedback within seven business days:

Deadlines may be extended;
Work may be rescheduled;
MWD may proceed using reasonable assumptions;
Recurring billing will continue;
MWD may place the project on hold; and
A restart or rescheduling fee may apply.

If a project remains inactive because of the Client for thirty days or more, MWD may administratively close the project. Restarting the project may require a new schedule, updated pricing, or a new Service Order.

10. APPROVAL AND ACCEPTANCE

Approvals, instructions, and authorizations provided through email, text message, electronic signature, payment platform, or an approved project management system are binding.

The Client is responsible for reviewing all deliverables before publication, deployment, printing, advertising, or distribution.

A deliverable is considered accepted if the Client does not report a specific error or requested revision within five business days after delivery.

Approval confirms that the Client has reviewed the deliverable for:

Accuracy;
Spelling and grammar;
Pricing and offers;
Legal and regulatory compliance;
Ownership and licensing;
Advertising claims;
Contact information; and
Business-specific requirements.

Changes requested after approval or expiration of the review period may be billed as additional work.

11. DESIGN AND PROFESSIONAL JUDGMENT

The Client retains authority over the Client’s business and final content decisions. MWD retains professional control over its methods, workflows, tools, and technical implementation.

MWD may advise against a requested design, content, layout, marketing, or technical change that MWD reasonably believes may negatively affect:

Usability;
Accessibility;
Website security;
Platform stability;
Search visibility;
Conversion performance;
Legal compliance; or
Industry best practices.

MWD may decline any requested change that is unlawful, deceptive, insecure, technically impractical, prohibited by a third-party platform, or outside the agreed scope.

When a lawful request primarily involves a disagreement over strategy or professional judgment, MWD may require the Client to approve the request in writing and acknowledge MWD’s recommendation before implementation.

12. THIRD-PARTY SERVICES

MWD may use or integrate services provided by third parties, including:

Hosting providers;
Content management systems;
Payment processors;
Advertising platforms;
Analytics platforms;
Scheduling systems;
E-commerce platforms;
Social media platforms;
Application providers;
Artificial intelligence tools; and
Domain registrars.

Third-party services are governed by their own terms, licenses, availability, and privacy practices.

MWD does not control and is not responsible for:

Third-party outages;
Account suspensions;
Platform policy changes;
Price changes;
Software bugs;
API changes;
Data loss caused by a third party;
Changes in available functionality;
Advertising account decisions;
Search engine decisions; or
Discontinuation of a third-party product.

The Client authorizes MWD to accept routine third-party platform terms on the Client’s behalf when reasonably necessary to perform the services.

13. WEBSITE HOSTING, SECURITY, AND DATA

MWD will use commercially reasonable practices to provide hosting, backups, monitoring, and security services included in the applicable Service Order.

No website, hosting environment, or data-storage system can be guaranteed to be completely secure, uninterrupted, or error-free.

MWD is not responsible for security incidents or data loss caused by:

The Client or the Client’s representatives;
Weak or compromised credentials;
Unauthorized third parties;
Client-installed code or applications;
Third-party platforms;
Malware or cyberattacks outside MWD’s reasonable control;
Failure by the Client to install recommended updates;
The Client’s failure to maintain required backups; or
Events beyond MWD’s reasonable control.

Unless backup or data-retention services are expressly included, the Client is responsible for maintaining independent copies of important business records and content.

MWD may delete hosted data thirty days after termination unless a different period is required by law or agreed in writing.

MWD may delete stored credentials for third-party accounts within ninety days after the applicable services end.

14. DOMAIN NAMES AND DNS

The Client is responsible for maintaining ownership and renewal of the Client’s domain names unless the Service Order states otherwise.

The Client authorizes MWD to access and modify Domain Name System records when reasonably necessary to connect or operate the Client’s website, email, security certificate, analytics, or related services.

MWD will not intentionally transfer domain ownership or materially change unrelated domain settings without authorization.

MWD is not responsible for domain expiration, loss, suspension, or unauthorized transfer caused by the Client, the registrar, or a third party.

Domain transfers, recovery services, and DNS work outside the purchased services may be billed separately.

15. WEBSITE MANAGEMENT AND CLIENT MODIFICATIONS

When the Client has access to edit or manage a website, the Client assumes responsibility for changes made by the Client or the Client’s representatives.

MWD is not responsible for reductions in traffic, rankings, revenue, conversions, accessibility, performance, or functionality resulting from Client modifications.

Repairing damage caused by Client modifications is outside the ordinary scope of services unless expressly included and may be billed at MWD’s then-current hourly rate.

16. SEO, ADVERTISING, SOCIAL MEDIA, AND PERFORMANCE

MWD will perform marketing and optimization services using professional judgment and generally accepted industry practices.

The Client understands that MWD does not control search engines, advertising platforms, social media platforms, users, competitors, market conditions, or platform algorithms.

MWD does not guarantee:

Search engine rankings;
Keyword positions;
Website traffic;
Leads;
Sales;
Revenue;
Conversion rates;
Cost per click;
Cost per lead;
Return on advertising spend;
Follower growth;
Engagement;
Viral content;
Approval of advertisements;
Approval or continued availability of an account; or
Results within a particular timeframe.

Advertising spend is separate from MWD’s management fees unless expressly included in the Service Order.

The Client remains responsible for the accuracy, legality, availability, pricing, and fulfillment of all products, services, promotions, and offers advertised.

18. LIMITED WEBSITE WARRANTY

MWD provides a limited warranty that a website developed by MWD will substantially function as delivered while:

The website remains hosted and managed on MWD’s approved platform;
The Client’s account remains current;
The Client has not materially modified the website or allowed an unauthorized party to modify it; and
The issue results directly from MWD’s original development work.

For a covered issue, MWD will make a good-faith effort to correct the issue without charging an additional development fee.

The limited warranty does not cover:

Client errors or modifications;
Third-party applications, platforms, APIs, plugins, or integrations;
Cyberattacks, malware, hacking, or unauthorized access;
Domain or DNS issues outside MWD’s control;
Search rankings, traffic, sales, or conversions;
Search engine interpretation of schema or website content;
Analytics or tracking discrepancies;
Payment gateways;
Sales channels;
Automated tax settings;
Client-provided or artificial-intelligence-generated content;
Client-provided images;
Changes in browsers, devices, or technical standards;
Platform outages; or
Events beyond MWD’s reasonable control.

The limited warranty becomes void if the Client’s account is more than ninety days past due or the Client assumes responsibility for self-managing the website.

Except for this limited warranty, services and deliverables are provided “as is.”

19. INTELLECTUAL PROPERTY

19.1 Client Materials

The Client retains ownership of materials supplied by the Client.

The Client grants MWD a nonexclusive, royalty-free license to use, reproduce, edit, adapt, display, and distribute Client materials as reasonably necessary to perform the services.

The Client represents that the Client owns or has permission to use all materials supplied to MWD.

19.2 MWD Materials

MWD retains ownership of its preexisting and proprietary materials, including:

Processes;
Methods;
Templates;
Frameworks;
Code libraries;
Software;
Tools;
Systems;
Concepts;
Drafts;
Unused designs;
Development techniques;
Documentation;
Trade secrets; and
General knowledge and experience.

No ownership of MWD Materials transfers to the Client.

19.3 Final Deliverables

After the Client has paid all amounts due, the Client receives ownership of final Client-specific deliverables expressly identified for transfer in the Service Order, subject to third-party licenses and MWD’s retained rights.

For a website purchased under a twenty-four-month Web Design subscription, ownership of the Client-specific completed website transfers only after:

The twenty-four-month Initial Term has been completed; and
All amounts owed under the Agreement have been paid in full.

The transfer does not include MWD Materials, third-party software, platform ownership, hosting infrastructure, subscriptions, or assets subject to third-party licenses.

Until ownership transfers, the Client may use the deliverables only in connection with active services provided by MWD.

19.4 Withholding Deliverables

MWD may withhold source files, credentials, transfers, exports, final deliverables, or ownership rights until all amounts owed have been paid.

20. PORTFOLIO AND MARKETING RIGHTS

Unless the Client requests otherwise in writing before publication, MWD may display nonconfidential portions of completed work in:

Portfolios;
Case studies;
Proposals;
Social media;
Advertising;
Award submissions; and
Other marketing materials.

MWD may identify the Client’s business name, website address, general project description, and publicly available results.

MWD may place a reasonable design or development credit and link on the Client’s website unless the Service Order states otherwise.

21. CONTENT AND LEGAL COMPLIANCE

The Client is solely responsible for the legality, accuracy, and appropriateness of the Client’s business activities and published content.

The Client must provide all business-specific legal documents and disclosures, including any required:

Privacy policy;
Terms and conditions;
Disclaimers;
Accessibility statements;
Shipping and return policies;
Professional disclosures;
Health or financial disclaimers;
Consent forms;
Waivers;
Licensing information; and
Regulatory notices.

MWD does not provide legal, tax, accounting, medical, or regulatory advice merely by placing documents or content on a website.

The Client must have qualified counsel review legal documents and regulated claims applicable to the Client’s business.

22. PROHIBITED USE

The Client may not use MWD’s services for content or activities that are:

Illegal or fraudulent;
Defamatory or unlawfully harassing;
Obscene or sexually exploitative;
Infringing upon intellectual property or privacy rights;
Deceptive or falsely advertised;
Designed to distribute spam, malware, viruses, or harmful code;
Intended to impersonate another person;
Part of an unlawful pyramid or solicitation scheme;
Prohibited by an applicable hosting or platform provider; or
Reasonably likely to expose MWD or a third party to legal or security risk.

MWD may refuse, remove, disable, or report prohibited content and may immediately suspend or terminate affected services without refund.

23. SUSPENSION OF SERVICES

MWD may suspend services immediately when:

A payment is overdue;
The Client breaches this Agreement;
The Client fails to provide required cooperation;
Continued services may violate a law or platform policy;
The Client’s activity creates a security risk;
A third-party provider suspends an applicable account; or
Suspension is reasonably necessary to protect MWD, the Client, or another person.

Suspension does not cancel the Agreement, extend the Initial Term, or relieve the Client of payment obligations.

MWD is not responsible for losses resulting from a suspension permitted by this Agreement.

24. TERMINATION

24.1 Termination at the End of the Initial Term

Either party may terminate a subscription effective at the end of the applicable Initial Term by providing at least thirty days’ written notice.

24.2 Month-to-Month Termination

After the Initial Term, either party may terminate a month-to-month service by providing at least thirty days’ written notice.

The Client remains responsible for fees accruing during the notice period.

24.3 Early Termination by the Client

If the Client terminates a subscription before completing the applicable Initial Term, all remaining recurring fees that would have become due through the end of the Initial Term become immediately due and payable.

The remaining contract balance represents the agreed value of the pricing, onboarding, scheduling, resource allocation, and other commitments made by MWD in reliance upon the full Initial Term and is not a penalty.

MWD may, but is not required to, offer a written early-termination settlement.

24.4 Termination by MWD for Cause

MWD may terminate this Agreement or an affected Service Order immediately if the Client:

Fails to pay amounts when due;
Materially breaches this Agreement;
Uses the services unlawfully;
Threatens or harasses MWD personnel;
Creates an unreasonable legal, financial, security, or reputational risk;
Repeatedly fails to cooperate; or
Interferes with MWD’s ability to perform the services.

Termination for the Client’s breach does not relieve the Client of responsibility for the remaining Initial Term balance or other amounts due.

24.5 Effect of Termination

Upon termination:

MWD may stop performing services;
The Client must pay all outstanding amounts;
Recurring services will remain active only through the effective termination date, subject to payment;
MWD may disable access to proprietary systems;
Third-party subscriptions may terminate;
MWD may delete hosted data after the applicable retention period; and
Provisions intended to survive termination will remain effective.

25. REFUNDS

Except as expressly stated in a Service Order:

Deposits and setup fees are nonrefundable;
Recurring fees are nonrefundable once the billing period begins;
Consultation fees are nonrefundable once scheduled or commenced;
Advertising costs already incurred are nonrefundable;
Third-party charges are nonrefundable;
Completed or delivered work is nonrefundable;
Deployed websites or applications are nonrefundable; and
Refunds are not provided because the Client is dissatisfied with performance results that were not guaranteed.

When MWD terminates a service without Client breach and before providing prepaid services, MWD may provide a prorated refund for the unperformed portion, less nonrefundable expenses and completed work.

26. CONFIDENTIALITY

Each party may receive nonpublic business, technical, financial, marketing, customer, employee, or operational information from the other party (“Confidential Information”).

The receiving party will:

Use Confidential Information only for purposes related to the services;
Protect it using reasonable care;
Disclose it only to personnel, contractors, advisors, or providers who reasonably need access; and
Not disclose it to an unrelated third party without authorization.

Confidential Information does not include information that:

Was lawfully known before disclosure;
Becomes public without breach;
Is received lawfully from another source;
Is independently developed; or
Is approved for release.

A party may disclose Confidential Information when required by law, subpoena, or court order. When legally permitted, the receiving party will provide reasonable notice before disclosure.

28. INDEMNIFICATION

The Client will indemnify, defend, and hold harmless MWD and its owners, employees, contractors, agents, and service providers from claims, liabilities, damages, judgments, penalties, and reasonable legal expenses arising from:

Client-provided materials;
Client approved materials;
The Client’s products or services;
The Client’s business practices;
Content approved by the Client;
The Client’s violation of law;
Intellectual property or privacy claims involving Client materials;
Advertising claims, offers, or promotions supplied or approved by the Client;
The Client’s misuse of a deliverable; or
The Client’s breach of this Agreement.

MWD will promptly notify the Client of a covered claim and reasonably cooperate in the defense.

29. LIMITATION OF LIABILITY

To the maximum extent permitted by law, MWD will not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, including loss of profits, revenue, goodwill, traffic, opportunities, or data.

MWD is not liable for damages caused by:

Third-party platforms or providers;
Search engines or advertising platforms;
Client actions or omissions;
Unauthorized account access outside MWD’s reasonable control;
Platform outages;
Cyberattacks;
Force majeure events;
Changes in laws, algorithms, or platform policies; or
Inaccurate or unlawful Client-provided content.

MWD’s total aggregate liability arising from a particular Service Order will not exceed the fees actually paid to MWD for the affected service during the three months immediately preceding the event giving rise to the claim.

These limitations apply regardless of the legal theory asserted and even if MWD was advised that damages were possible.

Nothing in this Agreement limits liability that cannot legally be limited.

32. GOVERNING LAW AND VENUE

This Agreement is governed by the laws of the State of Oklahoma, without regard to conflict-of-law principles.

Any lawsuit or legal proceeding arising from this Agreement must be brought in a state or federal court with jurisdiction over Muskogee County, Oklahoma.

The parties consent to personal jurisdiction and venue in those courts.

Before filing a lawsuit, the complaining party must provide written notice describing the dispute and allow the other party at least ten business days to attempt to resolve it, except when immediate injunctive relief or collection action is reasonably necessary.

Any claim arising from this Agreement must be filed within one year after the claim accrued, unless a shorter or longer period is required by law.

33. NOTICES

Required notices must be in writing and sent by:

Email to the most recent email address used by the receiving party;
The designated project management platform;
Certified mail; or
A recognized delivery service with tracking.

A notice is effective when electronically transmitted without an error notice or when delivery is confirmed.

Cancellation and nonrenewal notices must clearly identify the Client, the affected service, and the requested effective date.

Questions concerning this Agreement may be directed to Muskogee Web Design at (918) 351-1258 or through the contact information stated in the applicable Service Order.

35. MISCELLANEOUS

35.1 Assignment

The Client may not assign this Agreement without MWD’s written consent.

MWD may assign this Agreement in connection with a sale, restructuring, transfer of assets, or use of an affiliated service provider.

35.2 Severability

If any provision is held invalid or unenforceable, the provision will be enforced to the maximum extent permitted, and the remaining provisions will remain effective.

35.3 Waiver

A failure to enforce a provision is not a waiver of that provision or any other right.

A waiver is effective only if made in writing.

35.4 No Reliance on Future Results

The Client confirms that the Client has not relied upon any promise of a particular ranking, revenue amount, traffic level, sales result, conversion rate, or other outcome not expressly guaranteed in a signed Service Order.

35.5 Headings

Section headings are for convenience and do not alter the meaning of this Agreement.

35.6 Survival

Payment obligations, intellectual property provisions, confidentiality, indemnification, limitations of liability, governing law, and other provisions that logically should continue will survive termination.

35.7 Entire Agreement

This Agreement and the applicable Service Orders constitute the entire agreement between the parties and replace all prior discussions, representations, proposals, and agreements concerning the same services.

Any amendment must be in writing and accepted by both parties.

36. CLIENT ACKNOWLEDGMENT

By signing, electronically accepting, submitting payment, or authorizing MWD to begin services, the Client acknowledges and agrees that:

The Client has reviewed this Agreement;
The Client understands the applicable minimum term;
Web Design subscriptions have a twenty-four-month Initial Term;
All other subscription services have a twelve-month Initial Term;
Early termination does not eliminate the Client’s responsibility for the remaining Initial Term balance;
Recurring payments may be automatically charged;
Specific services and deliverables are limited to those stated in the Service Order; and
The person accepting the Agreement has authority to bind the Client, company, or business.

Terms of services

Update on 7/31/26