Imperidome Services Agreement & Terms of Service

This Master Services Agreement ("Agreement") governs all website design, custom software development, hosting, and ongoing technical management provided by Imperidome ("Provider") to the purchasing entity or individual ("Client").

Specific deliverables, project pricing, timelines, and feature scopes are dynamically established by the Client’s completed Intake Form, written Proposal, or active Stripe Checkout / Payment Link.

• 2.1 Scope of Work: The scope of any project is strictly confined to the features, page counts, and integrations detailed in the accepted proposal, invoice, or tier selection. Any functionality requested outside this scope constitutes a scope change and will be quoted separately before implementation.
• 2.2 Client Content & Assets: The Client is responsible for supplying all necessary copy, high-resolution media, logos, credentials, and product data in a timely manner. Project turnaround timelines begin only after all required onboarding materials have been submitted.

2.3 Minor Edits vs. Major Upgrades:

• Included Edits: Managed plans cover routine, minor content updates (e.g., swapping text, updating images, adding blog posts, or updating business hours).
• Major Upgrades & Structural Work: Tasks exceeding routine maintenance—such as designing new custom pages, building complex functional modules, setting up new third-party integrations, or major layout redesigns—are treated as project upgrades and quoted separately or billed at Provider's standard rate of $25.00/hour.

• 2.4 Platform & Technical Boundaries: Builds are deployed on Provider’s modern cloud infrastructure (including Internet Computer Protocol boundary networks, Stripe API gateways, and integrated cloud storage). Provider does not support legacy on-premise servers or unsupported third-party payment gateways unless explicitly contracted in writing.

3.1 One-Time Build Projects:

• Standard builds require a 50% non-refundable deposit prior to project kickoff.
• The remaining 50% balance is due upon final design approval, immediately prior to Go-Live and domain connection.

• 3.2 Invoicing & Checkout: Invoices and payment links are processed securely via Stripe. Work will pause if milestone invoices are overdue.
• 3.3 Chargebacks & Payment Disputes: Filing an unjustified chargeback or payment dispute without prior written communication constitutes a material breach of this Agreement and results in immediate suspension of all services, licenses, and hosted domains.

• 4.1 Service Scope: The Managed Hosting & Maintenance Plan ($50.00/month or custom tier) includes cloud server hosting, SSL certificate management, core security updates, automated backups, and routine minor content edits (such as updating text, images, or contact details).

4.2 Cancel Anytime Policy:

• Monthly subscriptions operate on a cancel-anytime basis.
• Cancellations take effect at the end of the current paid billing cycle. No prorated refunds are issued for partial months.

4.3 Failed Payments & Suspension:

• If a recurring payment fails, Stripe will attempt automated retries over seven (7) days.
• Accounts past due beyond nine (9) days will be temporarily unpublished and suspended.
• Accounts past due beyond thirty (30) days are subject to site archiving and permanent domain disconnection.

4.4 Maintenance Fee & Plan Adjustments:

• Provider reserves the right to adjust monthly maintenance and hosting rates upon thirty (30) days' advance written notice to the Client.
• Continued use of the services and payment processing following the notice period constitutes acceptance of the adjusted rate. If the Client does not agree to a rate adjustment, they may cancel their subscription prior to the effective date without penalty.

• 5.1 Client Ownership: Upon receipt of full payment for all build fees and open invoices, the Client owns all custom graphics, branding assets, copy, and specific visual design layouts created for their website.
• 5.2 Provider Infrastructure & Proprietary Code: Provider retains all rights, title, and interest in its proprietary development frameworks, backend canisters, server automation scripts, and deployment toolchains.
• 5.3 Portfolio & Marketing Rights: Provider reserves the right to display the completed work, screenshots, and public site links in agency portfolios, case studies, and promotional materials unless the Client explicitly requests confidentiality in writing.

• 6.1 Mid-Build Cancellation: If the Client terminates a build prior to completion, the initial 50% deposit is retained by Provider. If the project is more than 75% completed, the Client is responsible for the full quoted build fee.
• 6.2 Dormant / Abandoned Projects: If the Client becomes unresponsive for more than 45 consecutive days during an active build, the project will be placed in archived status and the deposit forfeited. Reactivating an archived project incurs a $150 reactivation fee.

6.3 Code & Asset Handoff:

• If a Client cancels their monthly subscription and wishes to self-host or migrate elsewhere, Provider offers a Data & Asset Export Package ($350.00 one-time fee).
• This package includes a ZIP archive of all media assets, CSV database exports, static HTML/CSS files (where applicable), and full DNS release of the custom domain name.

• 7.1 Workmanship Warranty: Provider warrants that all services will be executed in a professional, industry-standard manner.
• 7.2 Performance & Commercial Disclaimer: Provider does not guarantee specific search engine rankings (SEO), site traffic numbers, conversion rates, or gross revenue outcomes resulting from the website or software.
• 7.3 Third-Party Outages: Provider is not liable for service interruptions, downtime, or policy changes caused by third-party providers (e.g., Stripe, domain registrars, DNS networks, or cloud infrastructure partners).
• 7.4 Limitation of Liability: To the maximum extent permitted by applicable law, Provider’s total cumulative liability arising out of or related to this Agreement shall not exceed the total fees paid by the Client to Provider during the twelve (12) months immediately preceding the event giving rise to liability. In no event shall Provider be liable for any lost profits, lost data, business interruption, or indirect damages.

This Agreement is governed by and construed in accordance with the laws of the State of New Jersey, without regard to conflict of law principles.