Terms of Service – Web Services

Lionsoft Media Group / Spectre Grid Technology
(DBA of DCM Productions LLC, hereinafter referred to as “Company”)

By purchasing, subscribing to, or using our services, you (“Client”) agree to be bound by these Terms of Service (“Terms”). If you do not agree, you may not access or use our services. These Terms are evergreen and may be updated periodically; continued use of our services constitutes acceptance of any updated version.

1. Services Provided

We provide website design and development, hosting and infrastructure, SEO setup, maintenance and support, and third-party integrations. Specific services and pricing are described in your proposal, estimate, or invoice.

2. Hosting & Infrastructure

Hosting Requirement: To ensure performance and security, hosting must remain with Company unless approved otherwise in writing. If hosted elsewhere, all warranties/SLAs are void and support is time‑and‑materials.
Initial Term & Non‑Cancellation: Hosting has a minimum initial term of six (6) months, billed upfront. No cancellations are permitted during the initial 6‑month term, and fees for the initial term are non‑refundable.
Renewal & Notice: After the initial term, hosting renews month‑to‑month at the then‑current rate. Client may cancel after the initial term with 30 days’ written notice, effective at the end of the next monthly billing cycle. No proration or service credits.
Included Protections: Daily backups (retained up to 30 days), Web Application Firewall (WAF), malware scanning, country blocking, firewall security, and a 99.9% uptime target (excluding maintenance, upstream provider issues, force majeure, abusive traffic, or capacity‑related events).
Suspension for Non‑Payment: If hosting fees remain unpaid 30 days after the due date, Company may suspend or deactivate the site. Backup retention during suspension is not guaranteed and backups may be deleted after 14 days of inactivity.
Updates & Plans: Basic Hosting includes infrastructure only; updates are billed at $65 per 30 minutes. Advanced plans start at $150/month and include 30 minutes of updates per month; overages at the same rate.
Restores & Emergency Patching: Restores may incur fees unless due to Company’s breach. Company may apply urgent patches/updates without prior approval to address security vulnerabilities or critical performance issues.
Resource Bursts & Dependencies: Unusual traffic spikes (including bots) may degrade performance and may require plan upgrades. Certain features (backups, staging, CDN, analytics, firewall, etc.) rely on upstream providers; Company is not liable for upstream outages or policy changes.

3. Scope and Revisions

Services are limited to the scope defined in your proposal.
One (1) round of revisions per major deliverable is included, provided revisions remain within the approved template, framework, and project parameters.
Any additional revisions, changes outside the approved template/parameters, or scope changes are billed at $65 per 30 minutes.
Deliverables are deemed accepted if no issues are reported within 5 business days of delivery.

4. Client Responsibilities

Provide all text, images, media, and content in a timely manner and warrant ownership/licensing rights.
Provide administrative access to domains, DNS, hosting, analytics, and accounts as required.
Timely review and approval of deliverables; delays extend timelines.

4a. Client Delays and Inactivity

Client acknowledges that timely feedback, approvals, and the provision of required content, access, and information are essential to the project schedule. If Client fails to provide necessary materials or approvals within thirty (30) days of request, Company may, at its option: (a) deem the project complete and invoice all remaining amounts due, or (b) place the project on hold, with any outstanding balances becoming immediately due and payable after sixty (60) days of inactivity. Restarting a paused project may require a new agreement and additional fees.
Client further acknowledges that hosting and security services will continue to accrue and remain billable for any parked or unfinished site during such periods of delay or inactivity. Hosting fees must be paid in full regardless of project status.

5. SEO Configuration

SEO setup is a one‑time configuration (on‑page optimization, metadata, headings, sitemap, Search Console, etc.).
No guarantees of rankings, traffic, or performance.
Ongoing SEO management, content, and link‑building require a separate agreement.

6. Integrations & Third‑Party Services

Third‑party integrations incur fees starting at $250 per integration, plus third‑party charges.
Client agrees to applicable third‑party terms. Company is not responsible for outages, pricing changes, or data loss caused by third parties.
Open‑source components are provided AS IS under their respective licenses.
API keys may have usage limits; misuse or compromise may result in suspension.

7. Maintenance & Support

Standard response times are within 48 business hours during business hours.
Enterprise SLAs may be purchased separately.
Client‑made or third‑party changes are outside Company’s responsibility.
Training is not included unless specified.
Standard support covers Company‑provided services and normal WordPress operations; custom code or third‑party hosting is billed separately.
Company may analyze anonymized logs/telemetry to improve performance and security.

8. Security & Privacy

Company implements reasonable safeguards but cannot guarantee 100% security.
Confirmed security incidents will be reported without undue delay.
For regulated data (e.g., HIPAA, PCI‑DSS), Company assumes no obligations unless expressly agreed in writing with additional fees.
Backups are retained up to 30 days. If an account is inactive or suspended, backups may be deleted after 14 days.
If a site becomes infected with malware, Company will remediate the first incident at no additional charge. Subsequent infections, or infections caused by Client actions or third‑party components, will incur cleanup fees billed at standard rates.

9. Accessibility & Compliance

Services are not an ADA/WCAG accessibility audit unless purchased separately.
Industry‑specific compliance (healthcare, finance, etc.) is the Client’s responsibility.

10. Intellectual Property

Company retains all rights to its pre‑existing code, libraries, and frameworks.
Upon full payment, Client receives a non‑exclusive, royalty‑free license to use the Deliverables for its internal business purposes.
Company may include a discreet credit in the website footer; removal incurs a $250 fee.
Company may display Deliverables in portfolios and marketing.

11. Fees & Payments

Project Deposit: Non‑refundable deposit required to start projects (applied as stated in your proposal).
Minimum Hosting Commitment: Hosting carries a non‑cancellable, non‑refundable initial 6‑month term billed upfront (see §2). After the initial term, billing renews monthly until canceled with notice per §2.
Updates & Out‑of‑Scope: Billed at invoiced rate in 30 minutes unless covered by an advanced plan.
Late Payments: Past‑due balances may incur 1.5% per month (or the maximum allowed by law) and reasonable collection/attorneys’ fees.
Refunds: Deposits, hosting fees for the initial term, and third‑party licenses are non‑refundable once billed. No proration.
Taxes: Client is responsible for applicable taxes. Company may adjust pass‑through third‑party costs and future rates with 30 days’ notice.
Resale/Downstream Billing: If Client resells services to end customers, Client remains responsible for all upstream invoices irrespective of downstream payment status.

12. Termination & Suspension

Convenience Termination (Non‑Hosting Services): Either party may terminate non‑hosting services with 14 days’ written notice. If Client terminates, they will forfeit 50% of the total project cost or the value of services already rendered (whichever is higher). Client must also pay for committed third‑party costs through the effective date.
Hosting Termination: Hosting may not be canceled during the initial six (6) month term (see §2). After the initial term, Client may cancel hosting with 30 days’ written notice, effective at the end of the next monthly billing cycle. If Client requests early termination during the initial term, all remaining fees for the initial term become immediately due and payable.
Suspension: Company may suspend services for non‑payment, security risks, abusive/illegal use, or breach of these Terms.
Post‑Termination Access & Migration: Upon termination and if the account is fully paid, Company will provide a reasonable export of site files within 10 business days. As a courtesy, Company will migrate the site to another server or host at no additional cost. However, Company makes no warranties as to functionality, compatibility, performance, or security of the site once migrated to a non‑Company environment, and all ongoing responsibilities, obligations, and support are void upon migration.

13. Acceptable Use

Client will not use services for unlawful content, malware, infringement, or activities that degrade platform performance.
Bulk email must comply with CAN‑SPAM; mass outbound mailing is restricted.
Prohibited uses include cryptocurrency mining, TOR exit nodes, and robocalling.
Company may remove or disable infringing content under DMCA.

14. Warranties & Disclaimers

Limited warranty: for 30 days after delivery or site launch, Company will correct defects or issues caused solely by Company at no additional cost.
This warranty does not apply to issues caused by Client actions, third‑party providers, plugin/theme/core updates, changes made outside of Company’s control, or external factors such as hosting outages.
Services are otherwise provided AS IS, without implied warranties of merchantability, fitness for a particular purpose, or non‑infringement.

15. Limitation of Liability

To the fullest extent permitted by law, Company’s total cumulative liability arising out of or related to these Terms shall not exceed the lesser of: (a) the total fees actually paid by Client to Company in the twelve (12) months immediately preceding the event giving rise to the claim, or (b) $1,000 USD, in the aggregate for all claims.
In no event shall Company be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, including without limitation loss of profits, loss of revenue, loss of goodwill, reputational harm, loss of use, or cost of substitute goods or services, whether arising in contract, tort (including negligence), strict liability, or otherwise, even if Company has been advised of the possibility of such damages.
These limitations do not apply to liability resulting from the Company’s gross negligence, fraud, or willful misconduct to the extent such exclusion is prohibited by applicable law.
Any claim, demand, or cause of action must be brought within thirty (30) days of the event giving rise to it, or it shall be deemed waived and permanently barred.

16. Confidentiality

Each party (“Disclosing Party” or “Receiving Party”) agrees to maintain the confidentiality of the other’s non‑public, proprietary, or confidential information (“Confidential Information”) and to use such information solely for purposes of performing under these Terms.
Confidential Information includes, without limitation, business plans, financial information, trade secrets, technical data, customer lists, and any other information marked or reasonably understood to be confidential.
Confidential Information does not include information that: (i) is or becomes publicly available without breach of these Terms; (ii) was lawfully known to the Receiving Party prior to disclosure; (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s information; or (iv) is rightfully received from a third party without restriction.
The Receiving Party may disclose Confidential Information only to its employees, contractors, or professional advisors with a need to know, provided they are bound by confidentiality obligations no less restrictive than those herein.
The Receiving Party may disclose Confidential Information when required by law, regulation, or valid court order, provided it gives the Disclosing Party prompt written notice (unless legally prohibited) and cooperates in seeking protective measures.
Both parties agree to use at least the same degree of care in protecting the other’s Confidential Information as they use to protect their own, but no less than reasonable care.
Obligations under this section survive termination of these Terms for a period of three (3) years, except for trade secrets, which remain protected as long as they are legally considered trade secrets.

17. Subcontractors & Non‑Solicitation

Company may use subcontractors but remains responsible for their work.
Client may not solicit or hire Company staff/contractors during the engagement and for 12 months after without consent. A placement fee (25% of annual salary) applies if breached.

18. Marketing

Company may use Client’s name, logo, and a general description of the services provided in its marketing, website, presentations, and client lists without prior notice or consent.
Detailed case studies or public announcements that disclose non-public business information (e.g., financial results, strategy, internal processes) will require Client’s prior written approval.

19. Force Majeure

Company shall not be liable or deemed in breach for any delay, failure, downtime, data loss, or interruption in performance resulting from circumstances beyond its reasonable control. Such circumstances include, without limitation, acts of God, natural disasters, fire, flood, severe weather, earthquakes, epidemics or pandemics, war, terrorism, civil unrest, labor disputes, strikes, governmental actions or restrictions, embargoes, supply chain interruptions, telecommunications or Internet failures, denial-of-service or other cyberattacks, third-party service provider outages, or any other events or conditions outside Company’s reasonable control.
Company’s obligations will be suspended for the duration of the force majeure event and a reasonable recovery period thereafter. Fees already paid or payable shall remain due, and no refunds, offsets, or credits shall apply. If such an event continues for more than thirty (30) consecutive days, Company may, at its option, terminate the affected Services without further liability, with Client remaining responsible for all fees incurred through the date of termination.

20. Indemnification

Client agrees to indemnify, defend, and hold harmless Company, its affiliates, and contractors from any claims, damages, or expenses (including attorney’s fees) arising out of Client content, Client’s use of services, or violations of these Terms.

21. Data Responsibility

Client is solely responsible for compliance with privacy, data protection, and consumer protection laws (e.g., GDPR, CCPA, HIPAA). Company provides tools but assumes no legal obligations as a data controller unless expressly agreed in writing.

22. Entire Agreement

These Terms, together with any proposal, estimate, or invoice, form the entire agreement between Client and Company, superseding all prior oral or written discussions.

23. Severability

If any provision of these Terms is found invalid or unenforceable, the remainder shall remain in effect.

24. Assignment

Client may not assign or transfer rights or obligations under these Terms without Company’s written consent. Company may assign to affiliates or successors in interest.

25. Governing Law & Disputes

Governed by Texas law with venue in Harris County, Texas.
Disputes will first be negotiated in good faith, then submitted to binding arbitration under AAA rules.
Class actions and jury trials are waived.

26. Notices

Notices are valid if sent by email to the contacts in the proposal, estimate, or invoice, and are deemed received the next business day.

27. Changes to Terms

We may update these Terms at any time. Updated versions will be posted on our website, and continued use of our services after changes are posted constitutes acceptance of the updated Terms.

Questions? Contact us at 832-856-3789.