Website Services Order Agreement

This Website Services Order Agreement (this “Order Agreement”) is made and entered into as of the Effective Date set forth below, by and between OpenSite AI LLC, an Illinois limited liability company (“Company”), and the client identified below (“Client”). This Order Agreement constitutes a Governing Order under, and incorporates by reference, the OpenSite AI LLC Master Services Agreement (the “Master Agreement”).

PARTICULARS OF ENGAGEMENT

Effective Date: ________________________________________

Client Legal Name: ________________________________________

Client Business Name (if different): ______________________________

Client Notice Address: ________________________________________

Client Email of Record: ________________________________________

Site Domain: ________________________________________

Agreement Reference No.: ______________________________

RECITALS

WHEREAS, Company designs, develops, deploys, hosts, and supports websites for commercial clients under subscription and one-time purchase plans;

WHEREAS, Client desires to select either a promotional subscription with no upfront development charge or a One-Time Purchase Plan for the custom Site and Lifetime Standard Hosting, as elected in Schedule A; and

WHEREAS, the Parties intend that ownership, licensing, hosting, support, payment, and termination treatment shall depend upon the plan selected in Schedule A;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

ARTICLE 1 — INCORPORATION OF RELATED AGREEMENTS

1.1 Master Agreement. This Order Agreement incorporates by reference the Master Agreement, which governs intellectual property ownership, confidentiality, disclaimers, limitation of liability, indemnification, and dispute resolution. No upfront development charge applies to a subscription plan. The One-Time Purchase Plan requires the one-time purchase price stated in Schedule A.

1.2 Acceptable Use Policy. This Order Agreement incorporates by reference the Company Acceptable Use Policy, which governs the permitted and prohibited uses of the Site and Company's hosting infrastructure. Client's breach of the Acceptable Use Policy shall constitute a material breach of this Order Agreement.

1.3 Data Processing Addendum. If the Site collects, receives, or otherwise processes personal data from visitors, including through contact forms, user accounts, booking systems, or similar functionality, the Company Data Processing Addendum is incorporated by reference and applies. Client shall indicate its applicability in Schedule A.

1.4 Order of Precedence. If this Order Agreement conflicts with an incorporated document, this Order Agreement controls solely for the selected website plan and only to the extent of the conflict.

ARTICLE 2 — SERVICES

2.1 Development of the Site. Company shall design, develop, and deploy the Site in accordance with the scope agreed by the Parties in writing prior to the commencement of work. Company shall not be obligated to perform work beyond such agreed scope absent an executed change order.

2.2 Hosting. Company shall host the Site on its standard hosting infrastructure and maintain a transport layer security certificate during the Subscription Term or, for a completed One-Time Purchase Plan, during the Lifetime Hosting Period defined in Section 6.6.

2.3 Domain Management. Where Client elects the optional Domain Management Add-On in Schedule A, Company shall administer registrar renewals, domain name system records, nameserver configuration, verification records, and routine domain configuration for the Site domain. Client shall remain the registrant and owner of record at all times, and Company's role is limited to that of an administrative agent. The recurring Domain Management Fee and separate third-party registrar charges are governed by Article 5 and Schedule A.

2.4 Support. A subscription plan includes up to two (2) Support Tickets per calendar month during the Subscription Term. A One-Time Purchase Plan includes the same allotment during the first twelve (12) months after launch; support thereafter requires a separate plan or approved change order.

2.5 Client Obligations. Client shall furnish all Client Content, approvals, and access credentials reasonably necessary for Company to perform the Services. Company shall not be responsible for any delay in performance attributable to Client's failure to do so.

ARTICLE 3 — SERVICE LEVELS

3.1 Availability. Company shall use commercially reasonable efforts to maintain the availability of the Site. Company does not warrant or guarantee any specific uptime percentage, and no service credits, refunds, or other monetary remedies shall be available to Client in respect of any period of unavailability.

3.2 Maintenance. Company may perform scheduled or emergency maintenance upon its hosting infrastructure at any time. Company shall use reasonable efforts to provide advance notice of scheduled maintenance where practicable, but no specific notice period is guaranteed.

3.3 Support Channel. Client shall submit all support requests to the support address designated by Company in writing. Company shall respond to and resolve support requests using commercially reasonable efforts. No specific response time or resolution time is guaranteed.

3.4 Exclusions. Company shall have no responsibility or liability for any degradation, interruption, error, or data loss arising from or relating to any Third Party Platform, including hosting providers, domain registrars, payment processors, and content delivery networks, or from any modification to the Site made by Client or any third party engaged by Client.

3.5 Backups. Client shall be solely responsible for maintaining backup copies of the Client Content unless Client has separately purchased a backup service from Company.

ARTICLE 4 — SUPPORT TICKETS

4.1 Definition. A “Support Ticket” means a single, consolidated request submitted in one communication for a minor modification to the existing, previously delivered Site. Support Tickets include, by way of example and without limitation, revisions to existing text, substitution or resizing of existing images, updates to contact information or hours of operation, and correction of broken hyperlinks.

4.2 Exclusions. A Support Ticket does not include, and Company shall not be obligated hereunder to perform, any of the following:

1. (a) the creation of new pages, sections, or templates;
2. (b) the development of new features, functionality, or integrations;
3. (c) any structural or aesthetic redesign of the Site;
4. (d) the connection or configuration of any new third party service; or
5. (e) any request that a reasonable web development professional would characterize as new scope rather than a modification to existing content.

4.3 Change Orders. Any request falling within Section 4.2 shall be quoted by Company as a separate change order and shall not be performed until Client has approved the applicable scope and fees in writing.

4.4 Consolidation. Multiple minor modifications submitted together in a single communication shall constitute one (1) Support Ticket, provided that such modifications do not in the aggregate constitute new scope within the meaning of Section 4.2.

4.5 No Carryover. Support Tickets not utilized within a given calendar month shall expire and shall not accrue, carry over, or be refunded.

4.6 Excess Tickets. Support Tickets requested in excess of the monthly allotment shall be billed at the rate set forth in Schedule A and shall not be performed until Client has approved the applicable charge in writing.

ARTICLE 5 — FEES AND PAYMENT

5.1 Plan Fees and Payment Authorization. Client shall pay the selected fee in Schedule A through Stripe. Subscription fees are charged automatically in advance at the selected interval. The One-Time Purchase Plan is charged once at checkout. If Domain Management is elected with the One-Time Purchase Plan, its service fee is billed annually. For a subscription plan, Client authorizes Stripe to save the payment method and Company to use it for recurring charges and, only when Section 6.3 applies, the one-time Early Termination Fee. Company shall provide an electronic invoice or receipt for every charge.

5.2 Website Value and Promotional Subscription. Company's standard One-Time Purchase Plan for the custom Site is One Thousand Dollars ($1,000.00), including the ownership and Lifetime Standard Hosting rights stated herein. The subscription plans are promotional alternatives under which Company waives that upfront purchase charge, retains ownership, and furnishes development in reliance on Client's Initial Term commitment. The stated purchase price is a genuine offered price and not a representation that every element of the purchase and subscription plans is identical.

5.3 Domain Management Fee and Registrar Charges. If elected, Domain Management costs Two Dollars ($2.00) per month with the Monthly Subscription Plan and Twenty-Four Dollars ($24.00) per year with the Annual Subscription or One-Time Purchase Plan. This service fee does not include third-party registration, renewal, transfer, redemption, privacy, premium-domain, or similar registrar charges. Company shall pass registrar charges through at actual cost unless a different amount is disclosed and approved in writing.

5.4 Taxes. All fees are exclusive of applicable sales, use, and other taxes, which shall be the responsibility of Client.

5.5 Nonpayment. If any amount remains unpaid for fifteen (15) days following its due date, Company may suspend the Services, including hosting of the Site, without further notice, in accordance with Section 3.3 of the Master Agreement. Chargebacks are governed by Section 3.4 of the Master Agreement.

ARTICLE 6 — PLAN TERM, RENEWAL, AND TERMINATION

6.1 Subscription Initial Term; Purchase Completion. A Monthly or Annual Subscription Plan begins on the Effective Date and continues for an initial twelve (12) months (the “Initial Term”). The One-Time Purchase Plan has no subscription Initial Term; the purchase becomes noncancelable once Company begins custom development, subject to Client's rights arising from Company's uncured material breach.

6.2 Subscription Renewal. After the Initial Term, the Monthly Subscription Plan renews month to month and the Annual Subscription Plan renews for successive twelve (12) month terms. Either Party may prevent the next renewal with at least thirty (30) days' prior written notice. The One-Time Purchase Plan does not renew, except that elected Domain Management renews annually until canceled.

6.3 Subscription Early Termination Procedure, Liquidated Damages, and Authorization. Client may request early termination by written notice. Unless Company agrees otherwise in writing, termination is effective at the end of the then-current paid billing period. If Client-requested termination becomes effective before the Initial Term expires, other than for Company's uncured material breach or written waiver, Client shall pay Five Hundred Dollars ($500.00) as liquidated damages. At contracting, the Parties acknowledge that Company's loss from furnishing custom development without the offered $1,000 upfront purchase charge, reserving production capacity, and onboarding Client is uncertain and difficult to quantify; they intend $500 as a reasonable, conservative advance estimate of unrecovered loss and not punishment. It is the exclusive monetary remedy for the unexpired Initial Term, apart from charges already accrued, registrar costs, approved change orders, and losses arising from a separate breach. It is not due merely to prevent a renewal beginning on or after the Initial Term, and it never applies to the One-Time Purchase Plan. When due, Client authorizes one off-session Stripe charge and receives an invoice or receipt. Failed payment does not erase the amount due. No automatic assessment applies to failed-payment cancellation, a payment dispute, Company-initiated termination, an unverified cancellation, or an express exception above.

6.4 Effect of Subscription Termination. When a subscription ends, the subscription license under Section 7.2 ends and Company may take the Site offline. Cancellation of Domain Management alone under a completed One-Time Purchase Plan does not terminate Site ownership or Lifetime Standard Hosting; Client then assumes responsibility for registrar renewals and DNS administration.

6.5 Export. After a subscription ends, Company shall make Client Content available for thirty (30) days but need not deliver the Site itself. After full payment under a One-Time Purchase Plan, Client may request a commercially reasonable deployable copy of the purchased Site as provided in the Master Agreement.

6.6 Lifetime Standard Hosting; Domain Release. “Lifetime Standard Hosting” means standard shared/static hosting for the operational life of the purchased Site, beginning at launch and continuing while the Site remains substantially in its delivered architecture, Client complies with this Order Agreement and the Acceptable Use Policy, and Company continues generally offering its standard hosting service. It excludes domain charges and management, support after the first twelve months, material redesigns or rebuilds, new integrations, regulated or high-risk workloads, e-commerce transaction fees, dedicated infrastructure, and usage materially exceeding ordinary small-business traffic, storage, or bandwidth. Company may require an approved hosting upgrade for excess usage after thirty (30) days' notice. The Lifetime Hosting Period ends upon Client-requested migration, permanent abandonment of the Site, a material uncured breach, a material rebuild or replatform, or Company's discontinuation of standard hosting after at least ninety (90) days' notice. Discontinuation of hosting does not reverse the ownership transfer; Company shall provide the deployable export described in Section 6.5. If Company administers the domain, it shall release administrative control within ten (10) business days after written request and payment of outstanding registrar charges.

ARTICLE 7 — OWNERSHIP AND LICENSE BY PLAN

7.1 Ownership by Plan. Under a subscription plan, Company owns and retains the Site and all Deliverables. Under a completed One-Time Purchase Plan, ownership of the custom Site design and custom code transfers to Client only after full payment, subject to Company's retained Background Technology and third-party rights under the Master Agreement.

7.2 License by Plan. A subscription Client receives a limited, non-exclusive, non-transferable, revocable license to use the Site during the Subscription Term. A One-Time Purchase Client receives the ownership assignment and perpetual Background Technology license described in the Master Agreement after full payment.

7.3 Client Content. Client retains all right, title, and interest in Client Content under Section 5.3 of the Master Agreement.

ARTICLE 8 — GENERAL

8.1 Governing Law and Dispute Resolution. This Order Agreement is governed by Illinois law and the arbitration, jury waiver, and class-action waiver provisions in Article 11 of the Master Agreement.

8.2 Entire Agreement. This Order Agreement, Schedule A, the Master Agreement, the Acceptable Use Policy, and any applicable Data Processing Addendum constitute the Parties' entire agreement on this subject.

8.3 Electronic Acceptance. Electronic signatures, Checkout acceptance records, and counterparts are originals for all purposes.

IN WITNESS WHEREOF, the Parties have accepted this Order Agreement as of the Effective Date first written above.

SCHEDULE A

Commercial Particulars