Website and Application Services Agreement

1. Parties, Commercial Purpose, and Agreement Structure

This Website and Application Services Agreement (the "Agreement") is between Ragusto and each person or organization that accepts this Agreement in connection with purchasing or using Services (the "Customer").

The Customer represents that it acquires the Services primarily for business or commercial purposes and not for personal, family, or household purposes.

This Agreement contains the general terms that apply to all Customers. The Stripe product name and Product Description displayed before purchase, the checkout or hosted invoice page, the initial invoice, and any written confirmation issued by Ragusto identify the applicable Service, price, recurring and one-time charges, and selected optional features. Those records form part of the Agreement only for those commercial details. If a commercial detail conflicts, the Product Description in effect when the first payment is completed controls for that detail unless Ragusto and the Customer later agree in writing; the remaining terms continue to apply.

2. Electronic Acceptance and Authority

The Customer may accept this Agreement by checking an acceptance box, electronically signing, confirming acceptance in writing, completing a Stripe checkout that links to or expressly references this Agreement, paying an invoice that links to or expressly references this Agreement, or using another electronic process designated by Ragusto.

The individual accepting confirms that they have authority to bind the Customer, have had an opportunity to review the applicable Product Description and this Agreement, authorize the disclosed one-time and recurring charges, and intend to create a binding contract.

Ragusto may retain electronic records of acceptance, including the accepted Agreement version, the Product Description displayed at acceptance, the date, email address, checkout or invoice identifiers, payment records, and related communications. Later edits to a Product Description do not retroactively change the commercial details accepted for an existing Initial Term.

3. Definitions

"Application" means any software, web application, portal, dashboard, calculator, configurator, booking system, automation, AI-enabled feature, integration, database interface, or other interactive functionality supplied by Ragusto.

"Customer Content" means trademarks, logos, written copy, photographs, videos, product or service information, customer data, and other proprietary materials supplied by or owned by the Customer.

"Customer Service Data" means information submitted to, generated through, stored in, or processed by a Website or Application, including contact-form submissions, account information, appointment details, uploads, transaction records, and usage data.

"Initial Term" means the first 12 consecutive monthly billing periods of the Website Subscription. A separate Application has a different minimum term only where its Product Description clearly states that term before purchase.

"Minimum Committed Fees" means the 12 monthly Website Subscription fees payable for the Initial Term, excluding one-time fees, usage fees, taxes, domain fees, third-party charges, and separate Application fees unless the Product Description clearly states that a charge is bundled into the Website Subscription price.

"Product Description" means the service description displayed by Ragusto or its payment processor before purchase that identifies the applicable Service and its principal commercial terms.

"Services" means the Website Subscription, Applications, domain services, one-time build or launch work, hosting, maintenance, support, and any other service purchased or provided under this Agreement and identified in a Product Description, checkout or hosted invoice page, invoice, or written confirmation from Ragusto.

"Subscription Activation Date" means the date on which the Customer accepts this Agreement, authorizes recurring charges, and the first Website Subscription payment is successfully processed.

"Launch Date" means the date on which the Website or applicable Application is first made publicly or operationally available.

"Website" means the customer-specific website designed, developed, hosted, licensed, maintained, or supported by Ragusto.

"Website Subscription" means the hosted and managed website service described in Section 10, including continued access to the Website, hosting, routine technical maintenance, reasonable operational support, appropriate security and dependency updates, correction of reproducible technical defects within existing functionality, and reasonable minor content updates, subject to the limitations and exclusions in this Agreement.

4. Pre-Subscription Preview and Unpaid Work

Ragusto may prepare a non-public concept, prototype, staging site, or other preview before receiving payment. Unless otherwise agreed in writing, the prospective customer is not required to subscribe merely because a preview was prepared, and Ragusto is not required to continue unpaid work indefinitely.

Before Ragusto begins customer-specific unpaid preview work beyond a preliminary consultation or generic demonstration, the prospective customer must accept a separate Pre-Subscription Preview Authorization or equivalent written authorization. A decision by Ragusto to begin limited work before receiving that acceptance does not transfer rights or waive Ragusto's ownership protections.

Unless the accepted Preview Authorization states otherwise, the no-cost preview is limited to one initial concept and one reasonable refinement. Additional concepts, repeated revisions, expanded pages, Applications, integrations, or material scope changes may require subscription activation or a separately approved fee.

All preliminary designs, layouts, code, concepts, prototypes, staging environments, and related materials remain Ragusto property. Before paid activation, they are supplied for evaluation only and may not be copied, published, commercially used, distributed, provided to another developer, reverse engineered, or recreated.

The prospective customer retains ownership of its supplied materials and grants Ragusto a limited licence to use those materials to prepare and present the preview.

Ragusto may password-protect, watermark, limit, suspend, or remove a preview. Ragusto may stop unpaid work where the prospect becomes unresponsive, changes scope materially, requests work beyond the authorized preview scope, or no longer appears reasonably likely to proceed.

5. Scope of Services

Ragusto will provide the Services described in the applicable Product Description and this Agreement. A Product Description may identify website strategy, design, development, final revisions, hosting, licensing, maintenance, support, domain services, Applications, integrations, content services, or other digital work.

Services may be purchased before, at the same time as, during, or after a Website launch. Additional Services require a separate Product Description, checkout or hosted invoice page, invoice, or written approval from Ragusto that identifies the additional fee before work begins.

Statements in marketing materials, informal discussions, demonstrations, or preliminary estimates do not expand the scope unless they are reflected in the applicable Product Description or later confirmed in writing by Ragusto.

6. Subscription Activation, Final Changes, and Launch

6.1 Activation before launch

The Customer may activate the Website Subscription while final revisions, configuration, testing, content implementation, domain setup, or other launch preparations remain outstanding.

The Initial Term and monthly billing begin on the Subscription Activation Date whether or not the Website is publicly live.

Ragusto may issue the first invoice manually. The invoice may include the first monthly Website Subscription fee and any one-time charge disclosed before payment. Issuing the invoice alone does not activate the subscription; the Subscription Activation Date occurs only when the first Website Subscription payment is successfully processed.

6.2 Pre-launch subscription services

Before the Launch Date, the Website Subscription includes the continued design, development, revision, configuration, testing, launch preparation, hosting preparation, and licensing work reasonably required within the accepted scope. After launch, it includes the Managed Website Services described in Section 10 and any optional service clearly identified in the Product Description.

6.3 Substantial completion

Ragusto will ordinarily request subscription activation after the principal pages, design, and agreed core functionality are available for review, even if minor revisions, content, integrations, testing, or domain configuration remain. Completion of checkout or payment of the first invoice confirms approval to proceed, subject to any specific outstanding items that Ragusto confirms in writing.

6.4 Launch conditions and delays

Ragusto will not ordinarily connect the Website to the Customer's live production domain before the initial amount due has been paid. Launch dates are estimates unless Ragusto expressly guarantees a date in writing.

Customer-requested changes, missing content, delayed approvals, missing account access, domain or DNS issues, third-party dependencies, new scope, or other matters outside Ragusto's reasonable control do not pause billing, extend the Initial Term, or postpone payment obligations.

7. Initial 12-Month Minimum Commitment

The Website Subscription carries a minimum commitment of 12 consecutive monthly billing periods beginning on the Subscription Activation Date. The Minimum Committed Fees are the agreed minimum price for the front-loaded design and development work, reserved service capacity, hosted licence, and continuing availability of the Website Subscription during the Initial Term.

The Initial Term is paid in monthly instalments at the recurring monthly price displayed in the Product Description and confirmed on the initial invoice. Monthly billing is a payment arrangement and does not convert the Initial Term into a cancel-anytime monthly agreement.

If the Customer voluntarily requests cancellation, stops using the Website, requests an early takedown, or otherwise chooses not to continue during the Initial Term, the Minimum Committed Fees remain payable on the original monthly schedule unless Ragusto agrees in writing to an early-release amount or other arrangement.

If Ragusto terminates because of the Customer's uncured material breach, Ragusto may claim the unpaid Minimum Committed Fees as the agreed minimum price, less costs that Ragusto reasonably avoids because of early termination. Ragusto will not recover more than it would have received if the Initial Term had been completed.

Future Minimum Committed Fees do not accrue after the effective termination date if the Customer terminates for Ragusto's uncured material breach or if Ragusto terminates without Customer breach. Accrued charges and fees for Services already provided remain payable.

Any one-time Build and Launch Fee, Application fee, domain fee, or other charge is additional to the 12 monthly Website Subscription payments and does not count as one of those payments unless the Product Description clearly states that the charge is included or bundled.

8. Month-to-Month Renewal and Cancellation After the Initial Term

After the Initial Term, the Website Subscription automatically renews for successive one-month billing periods.

The Customer may cancel at any time after completing the Initial Term. No 30-day advance notice is required. A cancellation request received through an authorized cancellation method before Stripe or another payment processor processes the next renewal takes effect at the end of the then-current paid billing period, and no further Website Subscription renewal will be charged.

If the next renewal has already been processed before Ragusto receives the cancellation request, cancellation takes effect at the end of that newly paid billing period.

Payments already processed are non-refundable and not prorated except where required by law or expressly agreed by Ragusto in writing. Immediate deactivation at the Customer's request does not create a refund for the unused portion of a paid period.

Authorized cancellation methods are the Stripe Customer Portal where cancellation is enabled, email to jacob@ragusto.com, or another method expressly designated by Ragusto. Email cancellation requests are measured in Eastern Time. Ragusto will send or make available a cancellation confirmation; if the Customer does not receive confirmation within two business days, the Customer should follow up, but proof of timely receipt through an authorized method remains controlling.

9. Fees, Billing, and Payment

9.1 Recurring authorization

The Customer authorizes Ragusto and its payment processor to charge the payment method on file for recurring fees, disclosed one-time fees, usage charges, third-party pass-through charges, applicable taxes, and other amounts displayed in the applicable Product Description, checkout or hosted invoice page, invoice, or later approved by the Customer in writing.

9.2 Optional One-Time Build and Launch Fee

Where the Product Description or initial invoice identifies a One-Time Build and Launch Fee, it is payable with the first Website Subscription payment unless otherwise stated. It compensates Ragusto for customer-specific strategy, design, development, configuration, testing, and launch preparation performed before and around activation.

The fee is non-recurring and does not transfer ownership of the Website, source code, design systems, reusable components, or other Ragusto intellectual property.

If a One-Time Build and Launch Fee is not disclosed in the Product Description or initial invoice before payment, no such fee will be charged for the initial Website activation.

9.3 Non-refundable amounts

Except where required by law or where Ragusto materially breaches the Agreement and fails to cure the breach, one-time fees and subscription payments already processed are non-refundable because they compensate for work performed, reserved capacity, access, hosting, licensing, and ongoing service availability.

9.4 Failed and overdue payments

Ragusto or its processor may retry failed payments and send payment-recovery communications. Ragusto may suspend Services after providing reasonable notice of a failed or overdue payment and may suspend immediately where reasonably necessary to address fraud, unlawful activity, security threats, abuse, or material risk.

Suspension does not cancel the Agreement or eliminate amounts owing. The Customer is responsible for reasonable collection costs. Beginning 30 days after the due date, overdue amounts may bear simple interest at 18 percent per annum, calculated monthly and not compounded, or the maximum rate permitted by law if lower.

9.5 Chargebacks and disputes

The Customer should contact Ragusto promptly to resolve a billing concern before initiating a chargeback. The Customer must not knowingly submit a false or misleading payment dispute. Ragusto may suspend Services while a payment dispute is pending.

9.6 Taxes and price changes

Fees exclude applicable taxes unless stated otherwise. Ragusto will not increase the recurring Website Subscription price during the Initial Term except for approved additional Services or disclosed third-party pass-through costs. After the Initial Term, Ragusto may change recurring fees with at least 30 days' written notice.

10. Nature of the Website Subscription and Customer Licence

The Website Subscription is a hosted and managed website service and licence, not a sale of source code or a transfer of ownership in Ragusto systems.

10.1 Included Managed Website Services

Unless the Product Description clearly states otherwise, an active and fully paid Website Subscription includes continued access to the hosted Website; hosting infrastructure selected by Ragusto; routine technical maintenance; reasonable support relating to the operation of the Website; security and dependency updates that Ragusto considers appropriate; correction of reproducible technical defects within the Website's existing agreed functionality; and reasonable minor content updates under Section 10.2.

10.2 Routine Minor Content Updates

Reasonable minor content updates may include correcting or replacing limited amounts of existing wording; updating business hours, contact details, staff information, pricing, or service descriptions; replacing an existing photograph, graphic, or downloadable file with Customer-supplied or properly licensed material; adding a limited amount of content to an existing section where no material redesign is required; and other comparable administrative changes that Ragusto reasonably determines can be completed within the Website's existing design, structure, and functionality.

Minor content updates are subject to reasonable frequency, volume, scheduling, and technical feasibility. They do not include new pages or substantial new sections; redesigns or material layout changes; new functionality, Applications, integrations, forms, or databases; extensive rewriting or copywriting; photography, graphic design, or media production; large product, inventory, article, gallery, or data uploads; search-engine optimization or advertising campaigns; legal, privacy, accessibility, or regulatory drafting; repeated urgent revisions; or remediation required by unauthorized Customer or third-party changes.

Ragusto may identify a request as additional work before beginning it and may require the Customer's written approval of an additional fee. The Customer is responsible for the accuracy, legality, and licensing of all replacement content and materials it supplies.

10.3 Domain Arrangements

The term "Managed Website Subscription" describes Ragusto's ongoing management of the hosted Website. It does not by itself determine domain ownership or mean that domain registration, renewal, or management is included in the Website Subscription price.

Depending on the Product Description or a written domain confirmation from Ragusto: (a) the Customer may own and manage the domain while granting Ragusto the delegated access reasonably required to connect and operate the Website; (b) the Customer may own the domain while authorizing Ragusto to manage specified DNS, renewal, security, or administrative functions; or (c) Ragusto may register, hold, renew, and manage the domain for the Customer's exclusive business use in accordance with Section 14.

If no domain arrangement is expressly identified, the Customer remains responsible for domain ownership and renewal, and Ragusto receives only the delegated technical access reasonably required to connect and operate the Website. Domain registration, renewal, and management may be bundled into the Website Subscription price or billed separately only where the Product Description or a written domain confirmation from Ragusto clearly says so.

10.4 Customer Licence

While the applicable subscription is active, paid, and in compliance, Ragusto grants the Customer a limited, non-exclusive, non-transferable right to use the hosted Website for the Customer's business.

The Customer may not copy or extract source code, resell or sublicense the Website, provide the implementation to another developer, reverse engineer Ragusto systems, or represent Ragusto intellectual property as Customer-owned.

The licence ends when the applicable subscription ends unless the parties enter a separate written buyout or ownership-transfer agreement.

11. Customer Content and Customer Responsibilities

As between the parties, the Customer retains ownership of Customer Content. The Customer grants Ragusto a non-exclusive, worldwide, royalty-free licence to host, reproduce, modify, format, display, transmit, and otherwise process Customer Content as reasonably necessary to provide, secure, maintain, and support the Services.

The Customer represents that it owns or is authorized to use Customer Content, that Ragusto's authorized use will not infringe third-party rights, and that the content and business claims are accurate, lawful, and adequately substantiated.

The Customer is responsible for its products, services, pricing, advertising claims, legal notices, privacy notices, cookie notices, accessibility obligations, industry-specific requirements, and regulatory compliance. Ragusto does not provide legal, tax, accounting, or regulatory advice.

Ragusto may refuse or remove content that it reasonably believes is unlawful, infringing, deceptive, harmful, or inconsistent with the Agreement.

12. Ragusto Intellectual Property

Ragusto retains all rights in source code, software, Applications, reusable code, templates, frameworks, libraries, design systems, components, animations, deployment systems, technical methods, documentation, internal processes, tools, know-how, and improvements.

Ragusto develops and uses reusable materials, systems, and methods in providing websites, Applications, and related services. These may include templates, frameworks, source-code libraries, components, modules, page structures, section arrangements, grids, navigation and footer patterns, typography and spacing systems, colour-application methods, user-interface patterns, responsive behaviours, animations, interaction patterns, workflows, technical architecture, development processes, and general design techniques (collectively, "Reusable Materials").

No copyright assignment, source-code transfer, or ownership transfer occurs by implication, payment of fees, custom development, domain transfer, hosting on a Customer domain, or termination. Any transfer requires a separate written agreement expressly signed by Ragusto.

12.1 Reusable Materials, Similarity, and Non-Exclusivity

Reusable Materials may have been created or used before the Customer's engagement, may be developed or improved while providing Services to the Customer, and may be reused, adapted, modified, licensed, commercialized, or incorporated into work supplied to other customers.

Unless Ragusto expressly agrees otherwise in writing, the Customer does not receive exclusivity over the Website's or Application's general style, aesthetic direction, overall look and feel, common page types, layouts, section structures, components, functionality, navigation, footer, content-presentation patterns, typography, spacing, colour or grid methodologies, animation or interaction techniques, technical architecture, hosting arrangements, development methods, or other Reusable Materials.

The Customer acknowledges that websites, Applications, and services created by Ragusto for other customers may contain elements, features, functionality, layouts, styles, design treatments, or overall characteristics that are similar to those used for the Customer. Similarity resulting from Reusable Materials, common design conventions, industry practices, independently developed work, or Ragusto's general skills and experience does not constitute a breach of this Agreement and does not create a claim to exclusivity, compensation, ownership, or restriction of Ragusto's work for others.

Ragusto will not knowingly reuse or disclose the Customer's trademarks, logos, trade names, Customer-created written content, photography, video, proprietary artwork, Customer Service Data, confidential information, private business processes, non-public commercial information, or any deliverable expressly confirmed by Ragusto in writing as exclusive, except as authorized by the Customer or otherwise permitted by this Agreement.

No exclusivity is granted by implication. Any exclusivity must be set out in a separate written agreement accepted by Ragusto and must identify the specific protected elements, duration, industry or competitive scope, geographic area, and any additional exclusivity fee.

13. Applications and Additional Digital Services

13.1 Application types and timing

An Application may be integrated into the Website, hosted on a subdomain or separate URL, operated independently, or connected to third-party software. Applications may be purchased before, at, during, or after Website launch and may be sold independently of a Website Subscription.

13.2 Application Product Details

Each Application will have a Product Description identifying its principal function, fees, activation terms, minimum term if any, hosting, maintenance, support, usage limits, third-party dependencies, data requirements, relationship to the Website, and treatment on cancellation. The invoice confirms the charges but does not expand the functionality described before purchase.

13.3 Application pricing

Application fees may include a one-time design, build, and activation fee; a recurring licence or subscription fee; hosting, maintenance, and support fees; usage-based fees; third-party charges; or a combination.

A recurring Application does not automatically share the Website Subscription's Initial Term. Its term is the term clearly stated in its Product Description. Unless a separate minimum term is clearly stated before purchase, a recurring Application renews month-to-month and may be cancelled before the next billing date.

13.4 Dependent and independent Applications

The Product Description will identify whether an Application depends on the Website Subscription or is independently hosted and cancellable. Unless clearly identified as independent, an Application incorporated into the Website is considered part of the hosted Website environment and may be disabled when the Website Subscription ends.

13.5 Application ownership and support

Payment of a one-time or recurring Application fee does not transfer source-code ownership. Maintenance includes only the functionality and support described in the Product Description and does not include new features, major workflow changes, new integrations, data migration, increased infrastructure, or remediation caused by unauthorized changes unless separately approved in writing.

13.6 AI-enabled functionality

AI-enabled Applications may produce inaccurate, incomplete, outdated, or unexpected outputs. The Customer is responsible for appropriate human review and must not treat AI output as legal, medical, financial, safety-critical, or other professional advice. Ragusto does not guarantee the accuracy or continued availability of third-party AI models.

14. Domains

14.1 Preferred registration structure

Where reasonably practical, the Customer should be listed as the registered domain holder from the outset and should retain ultimate account-recovery control. The Customer may grant Ragusto delegated technical or administrative access for DNS, hosting, security, email, registration, renewal, and related configuration.

The Customer is responsible for renewal unless the Product Description or a written domain confirmation from Ragusto expressly includes domain renewal and management. The Customer must maintain accurate registrant information and promptly disclose active email, verification, or other DNS dependencies before changes are made.

14.2 Ragusto-Held and Managed Domain

Where the Product Description or a written domain confirmation from Ragusto identifies a Ragusto-held and managed domain, Ragusto may register or hold the domain through a registrar account controlled by Ragusto and may appear as the registered name holder or account holder. The parties intend that the domain be held for the Customer's exclusive business use and be transferable to the Customer under this Section.

The Customer receives the exclusive contractual right to use that domain for its business while the applicable Domain Registration, Renewal and Management service is active and paid. The recurring domain fee compensates Ragusto for registration, renewals, account administration, DNS management, support, and associated risk; it is not necessarily a direct pass-through of registrar cost.

Premium domains, aftermarket purchases, unusually priced extensions, special eligibility requirements, and special acquisition costs are excluded unless disclosed in the Product Description or a written domain confirmation from Ragusto before the Customer approves the charge.

14.3 Transfer at Customer request

The Customer may request transfer of a Ragusto-held domain at any time. Ragusto will use commercially reasonable efforts to initiate transfer after the Customer pays outstanding domain-related amounts, any disclosed unrecovered acquisition or renewal amount, and direct registrar or transfer charges; creates or identifies a receiving registrar account; provides accurate registrant details; and completes required verification.

Ragusto will not indefinitely withhold a Customer business domain solely because an unrelated Website or Application invoice is disputed or unpaid. Unrelated payment obligations remain enforceable separately. Ragusto may delay transfer to address fraud, ownership disputes, legal process, abuse, security risks, or registrar requirements.

Transfer timing is subject to registrar and registry rules, eligibility requirements, security holds, expiration status, verification, disputes, and transfer locks outside Ragusto's control. No separate domain buyout fee applies unless it was expressly disclosed in the Product Description or a written domain confirmation before registration or acquisition.

14.4 Effect of transfer

Domain transfer does not transfer the Website, Application, or source code; does not automatically cancel another Service; and transfers future renewal responsibility to the Customer. The recurring domain-management fee ends when transfer is completed, except for accrued amounts.

The parties must coordinate DNS, email, verification, and third-party records. Ragusto is not responsible for disruption caused by undisclosed records, Customer changes, another provider, failure to follow transfer instructions, or an improperly coordinated transfer.

15. Customer Service Data, Contact Forms, and Privacy

15.1 Customer control and responsibility

The Customer determines what Customer Service Data is collected, why it is collected, how it is used, who may access it, and how long it is retained. The Customer is responsible for lawful notices, consent language, marketing practices, access controls, responses to individuals, and compliance with privacy and data-protection laws applicable to its business.

15.2 Ragusto as service provider

Ragusto may process, transmit, store, or access Customer Service Data only as reasonably necessary to host, operate, secure, maintain, troubleshoot, support, fulfil documented Customer instructions, or comply with law. Ragusto does not acquire ownership of Customer Service Data and will not use it for Ragusto's independent marketing.

Where Ragusto processes Customer Service Data on the Customer's behalf, Schedule 1 applies as the Data Processing Addendum and Schedule 2 describes baseline security measures. If Ragusto and the Customer sign a separate written data-processing or security agreement containing more specific terms, those terms control for the applicable Service.

15.3 Sensitive and regulated data

The Customer must not use a Website or Application to collect medical records, government identification numbers, financial-account credentials, precise biometric data, information about minors, or similarly sensitive or regulated information unless Ragusto has expressly agreed in writing to an appropriate technical and contractual arrangement.

15.4 Security responsibilities, AI tools, and incidents

The Customer must use strong passwords, multi-factor authentication where available, secure authorized devices, and promptly report suspected compromise. Ragusto is not responsible for losses caused by compromised Customer credentials, unauthorized Customer disclosures, or failure to follow reasonable security instructions.

Unless separately authorized in writing and subject to an appropriate data-protection arrangement, Ragusto will not intentionally submit Customer Service Data, access credentials, complete payment information, or sensitive confidential information to a generative-AI service.

Ragusto will notify the Customer without undue delay after becoming aware of actual or reasonably suspected unauthorized access, use, disclosure, alteration, loss, or destruction that materially affects Customer Service Data processed by Ragusto, subject to lawful restrictions and the information reasonably available. Ragusto may provide updates as the investigation develops. The Customer remains responsible for determining and completing its own regulatory notices, individual notifications, and remediation obligations unless the parties agree otherwise in writing.

15.5 Export and deletion

The Customer is responsible for preserving data it needs. On request made before termination or within 30 days afterward, Ragusto may provide one standard export of reasonably accessible Customer Service Data in a commonly available format where technically practicable. Custom migration, transformation, and third-party setup are billable. Ragusto may delete remaining data after the transition period, subject to legal, accounting, security, and backup-retention requirements.

16. Customer Cooperation, Approvals, and Change Control

The Customer will designate an authorized contact. Ragusto may rely on that person's instructions, approvals, content, and payment decisions until notified otherwise in writing.

The Customer must provide accurate information, materials, access, feedback, and approvals in a timely manner. Customer delays do not suspend billing or extend the Initial Term. If the Customer is unresponsive for more than 30 days, Ragusto may pause work, reschedule it, and disclose a reasonable restart fee before resuming.

Changes to scope, fees, functionality, delivery obligations, or timing are effective only when confirmed in writing by Ragusto. Requests that materially change the approved design, page count, features, Application requirements, or integrations may require an additional fee disclosed and approved before work begins.

Ragusto may treat a milestone as accepted for scheduling after written notice and a reasonable response period, but will not publicly launch the Website without express launch approval or conduct reasonably demonstrating approval, including completion of activation checkout or payment of the first invoice after review.

17. Third-Party Services, Accounts, and Technical Changes

Services may depend on hosting providers, databases, payment processors, email services, registrars, stock media, APIs, plugins, open-source software, analytics, AI services, and other third-party products. Third-party products remain subject to their own terms, pricing, licences, limits, and availability.

The Customer is responsible for charges assigned to Customer-controlled accounts. Ragusto may pass through disclosed third-party charges and may recommend or implement reasonably comparable alternatives if a provider becomes unavailable or unsuitable. Material redevelopment may require additional fees.

Ragusto may make reasonable technical, security, infrastructure, dependency, and hosting changes that do not materially reduce the core Service.

18. Hosting, Availability, Backups, and Maintenance

Ragusto will use commercially reasonable efforts to keep hosted Services operational but does not guarantee uninterrupted, error-free, or completely secure availability. Maintenance, Internet failures, security incidents, third-party outages, DNS issues, Customer actions, malicious attacks, and events beyond Ragusto's control may affect availability.

Ragusto may maintain backups according to its normal procedures, but the Customer should retain copies of Customer Content and critical business data. Backups are not guaranteed to capture every change or be retained indefinitely.

Ragusto may perform emergency maintenance without advance notice where reasonably necessary to protect systems, data, users, or third parties.

19. Portfolio and Publicity

Ragusto may identify the Customer as a client and display public screenshots, recordings, links, or a general description of completed work only where the Customer provides written approval.

Ragusto will not knowingly disclose confidential information or private Customer Service Data for portfolio purposes.

20. Confidentiality

Each party will use the other party's non-public confidential information only for the relationship, protect it with reasonable care, and disclose it only to persons who require it and are subject to confidentiality obligations.

Confidential information does not include information that is publicly available without breach, lawfully known before disclosure, lawfully received from another source, independently developed, or required to be disclosed by law. A party compelled to disclose will provide notice where legally permitted.

21. Disclaimers and No Guaranteed Results

Except for express obligations in this Agreement or the applicable Product Description, the Services are provided on an "as available" basis. To the maximum extent permitted by law, Ragusto disclaims implied warranties and conditions, including merchantability, fitness for a particular purpose, non-infringement, uninterrupted availability, error-free operation, and particular commercial results.

Unless Ragusto expressly states otherwise in writing, Ragusto does not guarantee search rankings, traffic, leads, sales, conversion rates, advertising results, accessibility certification, compliance in every jurisdiction, compatibility with every device or browser, or continued availability of third-party products.

The Customer is responsible for independent legal, privacy, tax, accounting, accessibility, security, and industry-specific review where appropriate.

22. Customer Indemnity

To the extent caused by a matter within the Customer's control, the Customer will defend, indemnify, and hold harmless Ragusto and its personnel from third-party claims, damages, liabilities, judgments, settlements, and reasonable legal costs arising from Customer Content; Customer products, services, advertising, or business claims; Customer Service Data; privacy, marketing, or consent practices controlled by the Customer; unlawful Customer conduct; infringement caused by Customer materials or instructions; a domain requested by the Customer; or the Customer's material breach of the Agreement.

The indemnity does not apply to the extent a claim is finally determined to have been caused by Ragusto's material breach, gross negligence, fraud, or wilful misconduct.

Ragusto will give prompt notice of an indemnified claim, although delayed notice relieves the Customer only to the extent the delay materially prejudices the defence. The Customer may control the defence with counsel reasonably acceptable to Ragusto, and Ragusto will provide reasonable cooperation at the Customer's expense. The Customer may not settle a claim in a manner that admits wrongdoing by, imposes non-monetary obligations on, or fails to fully release Ragusto without Ragusto's prior written consent.

23. Limitation of Liability

To the maximum extent permitted by law, Ragusto will not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages; lost profits, revenue, opportunities, goodwill, or data; business interruption; or costs of substitute services.

For paid Services, Ragusto's total aggregate liability for all claims arising from the affected Service, under every theory of liability and in the aggregate, will not exceed the greater of: (a) the fees actually paid by the Customer for that Service during the six months immediately preceding the event giving rise to the claim; and (b) CAD $1,000. For an unpaid preview before any paid Service is activated, Ragusto's aggregate liability will not exceed CAD $100.

The limitations do not apply to fraud, wilful misconduct, liability that cannot legally be limited, the Customer's payment obligations, or the Customer's indemnity obligations. Third-party platform failures, Customer-controlled accounts, Customer Content, Customer credentials, and unauthorized changes are outside Ragusto's responsibility except to the extent directly caused by Ragusto's breach of an express obligation.

24. Suspension and Termination

Ragusto may suspend Services for overdue payment, fraud, unlawful activity, abuse, infringement, security threats, excessive risk, or material breach. Where reasonably practicable, Ragusto will provide notice and an opportunity to cure. Suspension does not by itself terminate the Agreement or waive payment obligations.

Either party may terminate for the other party's material breach if the breach is not cured within 15 days after written notice, except that Ragusto may act immediately where reasonably necessary for security, legal compliance, or protection of persons or systems.

If the Customer requests early termination during the Initial Term without Ragusto breach, the Minimum Committed Fees remain payable as provided in Section 7 unless Ragusto agrees to a written release or reduced early-termination amount.

If Ragusto terminates for the Customer's uncured material breach, the payment treatment in Section 7 applies. If the Customer terminates for Ragusto's uncured material breach, or Ragusto terminates without Customer breach, no future Minimum Committed Fees accrue after the effective termination date.

A separate Application or domain service may be terminated independently only if its Product Description or a written confirmation from Ragusto permits independent cancellation. Termination of one Service does not automatically terminate another unless the Services are clearly identified as dependent.

25. Effect of Termination

When a hosted Service ends, the Customer's licence to use it ends and Ragusto may take it offline, disable access, stop hosting, and cease support. Accrued amounts remain payable.

Ragusto is not required to provide proprietary source code, repositories, development tools, reusable components, deployment systems, or third-party materials that cannot lawfully be transferred.

Domain transfer rights continue under Section 14. The Customer should request available Customer Content or Customer Service Data exports before termination or within the stated transition period.

26. Optional Website or Application Buyout

Ragusto is not required to sell or transfer source code. At the Customer's request, Ragusto may offer a separate written buyout identifying the price, included and excluded materials, third-party licence restrictions, transfer assistance, post-transfer support, and rights retained by Ragusto.

No ownership transfer occurs unless a separate written assignment or buyout agreement expressly states the assets transferred and is signed by Ragusto.

27. Subcontractors, Chain of Title, Independent Contractor, and Assignment

Ragusto may use employees, independent contractors, and service providers to perform the Services and remains responsible for its express contractual obligations subject to this Agreement.

Ragusto will use written contractor or contributor terms reasonably intended to protect confidentiality and to assign to Ragusto, or otherwise secure for Ragusto, rights sufficient to provide and license the applicable deliverables. Where applicable, those terms may address moral rights, third-party materials, open-source components, and restrictions on unlicensed content.

Ragusto is an independent contractor. The Agreement does not create a partnership, employment, fiduciary, or joint-venture relationship.

The Customer may not assign the Agreement without Ragusto's written consent. Ragusto may assign it in connection with a sale, reorganization, or transfer of all or a material part of the business if the successor assumes the material obligations.

28. Force Majeure

Neither party is liable for delay or failure caused by events beyond reasonable control, including natural disasters, fire, flood, war, civil unrest, governmental action, labour disruption, Internet or utility failure, widespread cyberattack, or third-party infrastructure, registrar, registry, or hosting failure. Payment obligations for Services already provided or made available are not excused.

29. Notices

Contractual notices to the Customer may be sent to the email address in the Customer's Stripe account, invoice, or most recent correspondence. Notices to Ragusto may be sent to jacob@ragusto.com. Cancellation and domain-transfer requests must clearly identify the Customer, applicable Service, and requested effective date.

Email notice is considered received on the next business day after sending unless the sender receives a delivery-failure notice. A party must keep its contact information current.

30. Governing Law and Disputes

The Agreement is governed by the laws of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-law rules.

The parties will first attempt in good faith to resolve a dispute through direct discussion. If not resolved, the parties submit to the exclusive jurisdiction of the courts of Ontario sitting in the judicial region in which Ragusto principally carries on business, unless the parties agree in writing to mediation or another process.

31. General Terms

This Agreement, the applicable Product Description in effect when the Customer first pays, the checkout or hosted invoice page, the invoice, and written confirmations issued by Ragusto form the entire agreement for the Services and replace prior discussions about the same subject. Amendments must be in writing and accepted by both parties.

Ragusto may update standard terms for future renewal periods by providing reasonable notice. Material changes will not retroactively alter the Initial Term without Customer agreement except where reasonably necessary for law, security, abuse prevention, or third-party requirements.

If a provision is unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions continue. Failure to enforce a provision is not a waiver. Provisions concerning payment, ownership, confidentiality, data, indemnity, liability, domain transfer, and disputes survive termination.

Schedule 1 - Data Processing Addendum

This Data Processing Addendum applies when Ragusto processes Customer Service Data on behalf of the Customer in connection with a Website or Application. The Customer determines the purposes and essential means of processing, and Ragusto processes the data as a service provider according to this Agreement, the applicable Product Description, and the Customer's documented lawful instructions.

The Customer is responsible for the lawfulness, accuracy, and transparency of its collection and use of Customer Service Data, including required notices, consent, legal authority, retention instructions, access controls, and responses to individuals. Ragusto may decline an instruction that it reasonably believes is unlawful, insecure, outside scope, or technically impracticable.

Ragusto will limit access to personnel and contractors who require access for the Services and who are subject to confidentiality obligations. Ragusto may use subprocessors for hosting, databases, email delivery, payment processing, domain services, security, monitoring, support, and related infrastructure. Ragusto remains responsible for its contractual obligations and will use reasonable measures to require appropriate protection from subprocessors.

Customer Service Data may be processed outside Ontario or Canada where required by an applicable provider. Ragusto will use contractual, organizational, or other reasonable measures to require appropriate protection, but data may remain subject to the laws of the jurisdiction in which it is processed.

Taking into account the nature of the Services and information reasonably available, Ragusto will provide reasonable assistance with access, correction, deletion, security, or regulatory requests relating to Customer Service Data. Work beyond ordinary support may be billable unless caused by Ragusto's breach.

Ragusto will notify the Customer of a qualifying incident as described in Section 15 and will provide reasonably available information needed for the Customer's assessment. Ragusto will not notify affected individuals or regulators on the Customer's behalf unless legally required or separately agreed in writing.

At termination, Ragusto will return or delete reasonably accessible Customer Service Data as described in the Agreement, subject to legal obligations, routine backups, security records, and technical limitations. The Customer is responsible for requesting and verifying any required export before the transition period ends.

Ragusto may provide reasonable documentation of its relevant practices instead of permitting intrusive audits. Any requested audit must be proportionate, protect other customers and security information, occur no more than once annually unless required after a material incident, and be at the Customer's expense unless it identifies a material Ragusto breach.

Schedule 2 - Baseline Security Schedule

Ragusto will maintain reasonable administrative, technical, and organizational safeguards appropriate to the nature of the Services and the sensitivity of Customer Service Data. Safeguards are risk-based and may evolve as providers, threats, and technologies change.

Baseline measures may include role-appropriate access controls; unique accounts; multi-factor authentication where available and appropriate; secure credential handling; least-privilege access; encrypted transmission through standard protocols; encryption at rest where supported by the applicable provider; software and dependency updates; logging or monitoring appropriate to the service; backups or recovery features where included; and incident-response procedures.

Ragusto may rely on security controls supplied by reputable hosting, database, payment, email, registrar, and infrastructure providers. The Customer acknowledges that no safeguard eliminates all risk and that Ragusto does not warrant absolute security, uninterrupted availability, or recovery of every item of data.

The Customer is responsible for security of Customer-controlled accounts, devices, users, credentials, data exports, configurations, and third-party services. The Customer must promptly revoke access for departed personnel, use multi-factor authentication where available, and notify Ragusto of suspected compromise.

Unless Ragusto expressly approves otherwise in a separate written data-protection agreement, the Services are not designed for medical records, government identification numbers, full payment-card data, financial-account credentials, precise biometrics, information about minors, or other highly sensitive or regulated data.