1. Agreement and Acceptance

These Terms of Service (“Terms”) govern all website design, development, hosting, maintenance, content, search-engine optimization, directory, support, consulting, and related services provided by Viper Digital LLC, a New Jersey limited liability company (“Viper Digital”) to the business client identified in an applicable Statement of Work, order form, proposal, invoice, payment authorization, or other service document (“Client”).

 Client represents that it is acquiring the services for business or commercial purposes and that the person accepting these Terms has authority to bind Client. Client accepts these Terms by signing or electronically accepting a document that incorporates them, authorizing or submitting payment, directing Viper Digital to begin work, accessing a deliverable or managed account after receiving the Terms, or continuing to use the services after notice that the Terms apply. If the law requires a different method of acceptance, that method controls.

 These Terms become effective for a Client on the date the Client first accepts them or the effective date stated in the applicable Statement of Work, whichever is earlier. “Agreement” means these Terms together with each applicable Statement of Work and signed amendment.

 2. Contract Documents and Order of Precedence

A Statement of Work (“SOW”) identifies Client-specific scope, deliverables, fees, dates, assumptions, and special terms. A signed amendment or change order controls only the subject it expressly changes. If documents conflict, the following order applies: (a) a signed amendment or change order; (b) the Client-specific SOW for scope, pricing, and expressly negotiated terms; (c) these Terms for general legal and operational terms; and (d) incorporated policies that do not conflict with a signed document.

 Purchase-order terms, vendor-portal terms, email footer terms, and other Client-generated boilerplate do not modify the Agreement unless Viper Digital expressly agrees in a writing signed by an authorized representative.

 3. Services and Scope Control

Viper Digital will provide only the services expressly listed in the applicable SOW. Recommendations, examples, estimates, conversations, demonstrations, mockups, or preliminary materials do not expand scope unless added through an approved written change.

 Viper Digital may choose reasonable methods, tools, personnel, subcontractors, hosting providers, licensed assets, automation, and production processes. Viper Digital may decline, defer, re-scope, or separately quote work that is unsafe, unlawful, technically impractical, outside the standard service model, dependent on unavailable third-party systems, or materially greater than the agreed scope.

 Timelines are estimates unless the SOW expressly states a guaranteed deadline. Client delays, incomplete information, changed instructions, access problems, approval delays, third-party outages, or additional requests extend affected schedules without creating a refund, credit, or expanded obligation.

 4. Client Cooperation and Approvals

Client will timely provide accurate information, consolidated feedback, approvals, brand assets, credentials, permissions, domain access, and a knowledgeable point of contact. Client will review deliverables for factual accuracy, pricing, claims, spelling, legal disclosures, regulatory requirements, and suitability for Client’s business before publication.

 An approval may be express or may occur when Client instructs publication, uses the deliverable, fails to respond within a stated review period, or otherwise accepts the work. Viper Digital may rely on Client instructions and approvals. Work delayed by Client does not roll over, accumulate, or create a credit unless the SOW expressly states otherwise.

 5. Fees, Recurring Billing, Taxes, and Payment Authorization

Client will pay all fees stated in the SOW when due. Setup fees are due before work begins and become nonrefundable after substantive work starts. Recurring fees are billed automatically for each service period using the authorized payment method. Client authorizes Viper Digital and its payment processor to store permitted payment credentials and charge recurring fees, approved add-ons, taxes, and other amounts expressly authorized under the Agreement.

 Unless the SOW states otherwise, services are month-to-month and require 30 days’ written notice to stop future service. Cancellation does not reverse a charge for a service period that has begun, and unused or delayed deliverables do not create a refund or credit. Client must keep billing information current and promptly dispute any charge in writing with reasonable detail.

 Fees exclude sales, use, excise, value-added, and similar taxes, which Client will pay except taxes based on Viper Digital’s net income. Viper Digital may suspend work, hosting, access, publication, or support for failed or past-due payments. Client will reimburse reasonable collection costs and attorneys’ fees incurred to collect undisputed past-due amounts to the extent permitted by law.

 6. Cancellation, Suspension, and Termination

Either party may end month-to-month services with the notice required by the SOW. Viper Digital may suspend or terminate immediately if Client fails to pay, breaches the Agreement, creates a security or legal risk, misuses services, infringes rights, provides unlawful or deceptive content, threatens personnel, interferes with systems, or causes a relationship that is materially unsafe or commercially unsustainable.

 When practical, Viper Digital will provide notice and a reasonable opportunity to cure. Immediate protective action is permitted when delay could increase harm. Termination does not eliminate accrued payment obligations, approved charges, indemnification duties, or other provisions intended to survive.

 7. Acceptable Use and Prohibited Activity

Client will not use the services, website, hosting, domains, forms, integrations, content, or accounts to violate law; infringe intellectual property, privacy, publicity, or contractual rights; distribute malware; facilitate fraud or impersonation; collect data without required notice or consent; send unlawful communications; publish deceptive claims; harass or discriminate unlawfully; interfere with systems; evade security controls; or engage in activity that could expose Viper Digital or its providers to material legal, security, reputational, or operational risk.

 Viper Digital may remove or disable disputed material, preserve evidence, restrict functionality, or cooperate with lawful process. Viper Digital is not required to monitor Client content but may investigate credible reports and act reasonably to protect affected parties and systems.

 8. Client Content, Instructions, and Warranties

“Client Materials” include all text, images, logos, names, marks, testimonials, reviews, offers, pricing, claims, customer data, credentials, policies, instructions, and other material supplied, selected, approved, or directed by Client.

 Client represents and warrants that it has all rights, licenses, releases, permissions, notices, consents, and lawful bases needed for Viper Digital to use Client Materials and follow Client instructions; that Client Materials and Client’s business practices are accurate, lawful, non-deceptive, and do not infringe third-party rights; and that Client will maintain all licenses, registrations, disclosures, policies, and industry-specific compliance required for its business.

 Client is solely responsible for substantiating advertising, marketing, health, financial, professional, performance, comparative, testimonial, pricing, promotional, and other business claims. Viper Digital is not Client’s attorney, compliance officer, accountant, accessibility auditor, or industry regulator.

 9. Third-Party Platforms, Services, and Accounts

The services may depend on registrars, hosting companies, content-management systems, plugins, themes, fonts, stock libraries, analytics tools, search engines, artificial-intelligence providers, directories, payment processors, communications systems, APIs, and other third parties. Their terms, pricing, features, availability, security, data practices, and acceptance decisions are outside Viper Digital’s control and may change without notice.

 Viper Digital is not liable for third-party outages, suspensions, security incidents, policy changes, compatibility changes, ranking changes, account decisions, discontinued features, data loss, or acts or omissions. Client is responsible for third-party fees unless the SOW expressly includes them. Client authorizes Viper Digital to create, configure, access, and administer accounts as reasonably necessary to perform the services.

 10. Domains, Credentials, and Account Security

Client will provide lawful access to domains, DNS, hosting, email, analytics, business listings, and related accounts. Client will maintain secure credentials, multi-factor authentication when available, accurate recovery information, and authorized users. Client will promptly notify Viper Digital of suspected compromise, unauthorized access, or credential changes.

 Client is responsible for actions taken through Client-controlled accounts and for preserving credentials and records transferred to Client. Viper Digital may reset, rotate, or disable credentials when reasonably necessary for security or upon termination.

 Client is responsible for changes made by Client or any third party using Client-authorized access, including installed plugins, scripts, integrations, content, users, permissions, or configuration changes. If such activity creates a vulnerability, outage, incompatibility, data loss, or additional work, Viper Digital may isolate or reverse the change, suspend affected access, and treat investigation or remediation outside the included scope as separately billable work.

 11. Artificial Intelligence and Assisted Production

Viper Digital may use artificial intelligence, automation, licensed libraries, templates, and human-assisted tools to research, draft, edit, design, optimize, or quality-check work. Viper Digital will apply reasonable human review appropriate to the service, but such tools can produce errors, similarities, omissions, or material that is not eligible for exclusive ownership or copyright protection.

 Client must review material for accuracy, suitability, regulatory compliance, and business-specific claims. Unless separately agreed, Client will not provide regulated, confidential, or highly sensitive data for processing through generative-AI tools. Viper Digital does not warrant that AI-assisted output is unique, copyrightable, or free from similarity to third-party material.

 12. Ownership, Licenses, and Reserved Materials

After Client pays all amounts due and the account is in good standing, Client owns the final, Client-specific website content and design elements created solely for Client under the SOW, subject to the exclusions and licenses below.

 Viper Digital and its licensors retain ownership of pre-existing materials, know-how, methods, processes, templates, reusable layouts, code libraries, scripts, tools, prompts, workflows, documentation, internal systems, general design elements, and improvements that are not uniquely created and paid for by Client (“Reserved Materials”). Viper Digital grants Client a nonexclusive, perpetual license to use Reserved Materials only as embedded in the paid final deliverables, subject to third-party license terms.

 Third-party assets, plugins, themes, fonts, stock content, open-source components, platform features, and AI outputs remain subject to their applicable licenses and restrictions. Ownership does not transfer until payment is complete. Client grants Viper Digital a limited license to use Client Materials solely to perform, support, secure, document, and enforce the Agreement.

 13. Portfolio and Publicity

Unless the SOW states otherwise or Client opts out in writing before launch, Client grants Viper Digital permission to identify Client by business name and logo and to display public-facing portions of the completed work in portfolios, proposals, case studies, awards, social media, and marketing. Viper Digital will not disclose nonpublic Client information under this permission.

If Client has a legal, regulatory, confidentiality, or white-label reason to prohibit portfolio use, the parties should record that restriction in the SOW.

 14. Confidentiality

Each party may receive nonpublic business, technical, financial, operational, customer, credential, or strategic information (“Confidential Information”). The receiving party will use it only to perform or receive services or enforce the Agreement, protect it with reasonable care, and disclose it only to personnel, contractors, professional advisers, and service providers who need it and are subject to appropriate duties.

Confidential Information excludes information the recipient can demonstrate was lawfully known without restriction, becomes public without breach, is lawfully received from another source without restriction, or is independently developed without use of the information. A legally required disclosure may be made after reasonable advance notice when permitted. Confidentiality obligations survive for three years after disclosure, except trade secrets, credentials, and personal information remain protected as long as applicable law or their nature requires.

 15. Privacy, Data Protection, and Security

The separate Viper Digital Privacy Policy Master File describes how Viper Digital collects and uses personal information for its own website, sales, client-relationship, support, and business operations. That policy is incorporated by reference for those activities and does not replace a Client’s own privacy notices.

When Viper Digital processes personal information through a Client website or managed system solely to provide services on Client’s instructions, Client remains responsible for the collection purposes, lawful basis, notices, consents, cookie and tracking configuration, retention decisions, consumer-rights responses, and other legal obligations applicable to Client. Viper Digital will process such information only as needed to provide and secure the services, follow documented instructions, comply with law, and enforce the Agreement. The parties will enter into a separate data-processing addendum when required.

Each party will use reasonable administrative, technical, and organizational safeguards within its control. No system is completely secure. Client will minimize collection, restrict access, maintain appropriate backups, and promptly notify Viper Digital of suspected incidents affecting shared systems. The parties will reasonably cooperate on legally required response activities, subject to the Agreement’s allocation of responsibility and liability.

16. Restricted and Regulated Data

Without a separate written agreement defining security, compliance, and data-processing requirements, Client will not use the services to collect, store, transmit, or process payment-card data, protected health information, Social Security numbers, government identifiers, biometric data, precise geolocation, children’s data, financial-account credentials, authentication secrets, regulated educational records, or other highly sensitive or specially regulated information.

Client will not submit such data to support tickets, shared documents, forms, analytics, AI tools, or ordinary email. Viper Digital may disable collection, remove data, or suspend affected functionality if restricted data is discovered.

17. Accessibility

Client is responsible for determining the accessibility laws, standards, policies, and accommodations applicable to its business and website. Unless an accessibility audit or remediation service is expressly included in the SOW, Viper Digital does not provide legal certification, continuous accessibility monitoring, or a guarantee of compliance with the Americans with Disabilities Act, Web Content Accessibility Guidelines, or any other standard.

Viper Digital may implement reasonable accessibility-oriented practices within the agreed scope. Client remains responsible for content supplied after launch, third-party components, embedded tools, ongoing testing, alternative access methods, accessibility statements, and responding to accommodation requests or claims.

18. Search, Directories, Marketing, and Results Disclaimer

Search engines, directories, advertising platforms, AI systems, browsers, and third-party marketplaces independently control ranking, indexing, display, acceptance, labeling, traffic, and distribution. Viper Digital does not guarantee rankings, traffic, leads, conversions, revenue, sales, directory acceptance, backlink retention, accessibility outcomes, uptime, or any other business result.

SEO, directory, backlink, content, and optimization activities are efforts performed within the agreed scope, not promises of a specific outcome. Client bears business risk for offers, pricing, market conditions, sales performance, and use of deliverables.

19. Professional Standard and Warranty Disclaimer

Viper Digital will perform expressly included services in a professional and commercially reasonable manner. Client’s exclusive remedy for a verified failure to meet that standard is re-performance of the affected service, if reasonably possible, after prompt written notice.

EXCEPT FOR EXPRESS COMMITMENTS IN THE AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, WEBSITE, HOSTING, CONTENT, SOFTWARE, THIRD-PARTY SERVICES, AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” VIPER DIGITAL DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. VIPER DIGITAL DOES NOT WARRANT UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, OR UNIVERSALLY COMPATIBLE OPERATION; THAT EVERY DEFECT, VULNERABILITY, ACCESSIBILITY BARRIER, OR THIRD-PARTY CONFLICT WILL BE FOUND OR CORRECTED; OR THAT CONTENT WILL BE UNIQUE, COPYRIGHTABLE, OR ACCEPTED BY ANY THIRD PARTY.

20. Client Defense, Indemnification, and Hold Harmless

Client will defend, indemnify, and hold harmless Viper Digital, its affiliates, owners, officers, employees, contractors, agents, successors, and providers from third-party claims, investigations, demands, actions, losses, liabilities, judgments, settlements, penalties, damages, and reasonable attorneys’ fees and costs arising from or relating to: (a) Client Materials, instructions, products, services, offers, claims, testimonials, business practices, or use of deliverables; (b) Client’s breach of the Agreement; (c) alleged infringement or violation of intellectual-property, privacy, publicity, confidentiality, consumer-protection, accessibility, data-protection, advertising, communications, or other rights or laws by Client or Client Materials; (d) Client’s collection, use, disclosure, loss, or compromise of data; (e) products or services sold or promoted by Client; or (f) Client’s negligence, willful misconduct, fraud, unlawful activity, or unauthorized system use.

This obligation does not apply to the extent a final nonappealable judgment determines that the claim resulted solely from Viper Digital’s gross negligence, willful misconduct, or material breach of an express obligation and was not caused or increased by Client, Client Materials, Client instructions, or a third party.

21. Indemnification Procedure

The protected party will provide reasonably prompt notice of a covered claim, provided delay reduces obligations only to the extent it materially prejudices the defense. Client will control the defense with qualified counsel reasonably acceptable to Viper Digital. Viper Digital may participate with counsel at its own expense.

Client may not settle a claim without Viper Digital’s prior written consent if the settlement admits fault by, imposes duties on, restricts, or fails to fully release a protected party. Viper Digital may assume control if Client fails to defend promptly, has a conflict of interest, or the claim could materially affect Viper Digital’s rights, systems, reputation, or continuing operations; reasonable resulting defense costs remain covered.

22. Limited Viper Digital Intellectual-Property Remedy

If a third party claims that original written or visual material created solely by Viper Digital for Client under the SOW infringes a United States copyright or trademark, Viper Digital may, at its option, modify or replace the affected material, obtain a right for continued use, remove it, or terminate the affected service and refund any prepaid unused fee specifically allocable to that portion.

This remedy excludes Client Materials or instructions, third-party assets, stock content, fonts, plugins, themes, open-source components, AI outputs, combinations with other materials, modifications by others, and continued use after Viper Digital requests removal or replacement. This section states Viper Digital’s entire obligation and Client’s exclusive remedy for a covered intellectual-property claim, subject to applicable law.

23. Limitation of Liability and Claim Restrictions

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VIPER DIGITAL AND ITS AFFILIATES, OWNERS, PERSONNEL, CONTRACTORS, AGENTS, AND PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOST PROFITS, REVENUE, BUSINESS, OPPORTUNITY, GOODWILL, OR DATA; BUSINESS INTERRUPTION; COST OF SUBSTITUTE SERVICES; OR THIRD-PARTY PLATFORM OR SECURITY EVENTS, EVEN IF ADVISED SUCH DAMAGES MAY OCCUR.

VIPER DIGITAL’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT, SERVICES, WEBSITE, OR DELIVERABLES WILL NOT EXCEED THE FEES ACTUALLY PAID BY CLIENT TO VIPER DIGITAL UNDER THE APPLICABLE SOW DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IF FEWER THAN 12 MONTHS HAVE ELAPSED, THE CAP IS THE TOTAL FEES ACTUALLY PAID BEFORE THAT EVENT.

The limitations apply regardless of theory of liability and even if a remedy fails of its essential purpose. They do not limit liability that applicable law prohibits limiting, or Viper Digital’s liability for fraud, gross negligence, or willful misconduct to the extent finally determined by a court of competent jurisdiction. Client’s payment duties, indemnification duties, misuse of services, infringement of Viper Digital rights, and breach of confidentiality or restricted-data obligations are not limited by this section.

Claims may be asserted only against the contracting entity, not against its owners, officers, employees, contractors, or agents personally. No claim may be brought more than one year after it accrued unless applicable law prohibits that contractual period.

24. Transfer, Export, Backups, and Post-Termination Access

If Client’s account is current and in good standing, Client may request transfer of its website and domain as described in the SOW. Transfer includes only materials and access Viper Digital has the right and practical ability to transfer. Reserved Materials, nontransferable licenses, internal systems, shared infrastructure, provider accounts, and third-party subscriptions do not transfer unless their terms permit it.

Domains registered or managed for Client will be placed in Client’s name as registrant when reasonably practicable and permitted by the registrar. Client must maintain accurate registrant and recovery information, review renewal notices, and assume renewal, security, and account responsibility after transfer. Viper Digital is not responsible for expiration, loss, interruption, or unauthorized changes caused by Client’s failure to maintain payment, contact, recovery, or security information.

Hosting and managed services end after the applicable service and notice period. Client is responsible for arranging replacement hosting, preserving exported files, changing credentials, and securing transferred assets. Viper Digital may delete remaining Client data and backups after [INSERT APPROVED RETENTION PERIOD] following service termination unless law or a written agreement requires otherwise. Backups are operational safeguards, not guaranteed archives or a substitute for Client-maintained copies.

25. Force Majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including severe weather, natural disaster, fire, flood, epidemic, war, terrorism, civil unrest, labor disruption, utility failure, internet or telecommunications outage, cyberattack, governmental action, platform outage, registrar action, hosting failure, third-party service interruption, or supply shortage.

The affected party will make reasonable efforts to reduce the impact and resume performance. Payment for services already provided is not excused. If the event materially prevents performance for an extended period, the parties will discuss a reasonable adjustment, suspension, or termination of the affected service.

26. Independent Contractor, Personnel, and No Third-Party Beneficiaries

Viper Digital is an independent contractor, not Client’s employee, partner, joint venturer, fiduciary, franchisee, or agent. Neither party may bind the other except as expressly authorized. Viper Digital may use employees, affiliates, independent contractors, and subcontractors and remains responsible for managing its contractual service obligations.

The Agreement benefits only the parties and permitted successors and creates no third-party beneficiary rights, except persons expressly protected by indemnity, disclaimer, or liability provisions may enforce those protections.

27. Assignment

Client may not assign or transfer the Agreement without Viper Digital’s prior written consent, except with a bona fide sale of substantially all of Client’s business or assets when the assignee accepts all obligations in writing. Viper Digital may assign the Agreement to an affiliate, successor, purchaser of its business or assets, or as part of a merger, financing, or reorganization. Any prohibited assignment is void to the extent permitted by law.

28. Notices and Electronic Communications

Operational notices may be delivered to the email addresses or support channels used for the account. Legal notices must be sent by email and by nationally recognized overnight delivery or certified mail to the addresses below, unless an updated address has been provided in writing.

Viper Digital legal notice: Viper Digital LLC; 1078 Summit Ave, Suite 1053, Jersey City, NJ 07307; Legal@viperdigital.io

Client legal notice: the legal name, address, and email stated in the SOW.

Client consents to electronic records, invoices, notices, signatures, and counterparts. Electronic signatures and copies are treated as originals to the extent permitted by law.

29. Governing Law, Venue, and Dispute Process

The Agreement is governed by the laws of [INSERT APPROVED STATE], without regard to conflict-of-law rules. The state and federal courts located in [INSERT APPROVED COUNTY AND STATE] have exclusive jurisdiction, and each party consents to personal jurisdiction and venue there.

Before filing a non-emergency claim, the complaining party will provide written notice describing the dispute and allow authorized representatives at least 30 days to attempt good-faith resolution. Either party may seek temporary or emergency injunctive relief to protect confidential information, intellectual property, systems, credentials, data, or legal rights.

Arbitration, mediation, jury-trial waiver, and class-action waiver provisions are not included unless separately approved by counsel and added through a signed amendment.

30. Changes to Services and These Terms

Changes to a Client’s price, scope, or negotiated rights require a written SOW, change order, or amendment as applicable. Viper Digital may update these Terms prospectively to reflect changes in law, security, technology, providers, or business operations. Material changes will be provided to active Clients before they take effect and will not retroactively change accrued claims.

If Client does not accept a material update, Client may provide cancellation notice before the update becomes effective; charges and duties for service already provided remain due. Continued use after the effective date constitutes acceptance to the extent permitted by law. Viper Digital will retain or identify the version applicable to each accepted engagement.

31. General Contract Terms

The Agreement is the entire agreement concerning its subject and supersedes prior or contemporaneous discussions and representations. Amendments and waivers must be in writing and accepted by authorized representatives, except prospective updates permitted by Section 30.

If a provision is unenforceable, it will be modified to the minimum extent necessary or severed, and the remainder continues in effect. Failure to enforce a provision is not a waiver. Headings are for convenience. “Including” means including without limitation. Rights and remedies are cumulative.

Sections concerning fees, ownership, licenses, confidentiality, privacy, restricted data, indemnification, limitations, disclaimers, disputes, transfers, collection, and provisions that by their nature should survive will survive expiration or termination.