Legal

Terms of Service

Effective date: April 22, 2026

These Terms of Service (“Terms”) govern your use of services provided by SP Commerce, LLC, a New Jersey limited liability company (“SP Commerce,” “we,” “us,” or “our”). By submitting a sample-site request, signing a services agreement, or paying an invoice, you (“Client” or “you”) agree to these Terms.

1. Services

SP Commerce provides website design, development, hosting, and ongoing support for small businesses. Our services include:

• Designing and building a website based on information you provide;
• Hosting the website on our third-party infrastructure (currently GoDaddy Pro);
• Registering or transferring a domain name on your behalf, where applicable;
• Providing ongoing maintenance, security updates, and support as described in your selected plan.

The specific deliverables, monthly plan tier, and support scope are set out in your signed services agreement or order confirmation.

2. Fees and payment

2.1 Setup fee

A one-time setup fee of $1,500 is due upon your written approval of the sample site. Payment of the setup fee is required before we begin production work, configure hosting, or transfer a domain.

2.2 Monthly subscription

In addition to the setup fee, you agree to pay a monthly subscription fee corresponding to your selected plan (Starter, Standard, or Premium). The monthly fee is billed in advance on the same day each month following activation.

2.3 Domains and pass-through costs

Standard top-level domains (.com, .net, .org) are included in the setup fee for the first year. Premium or specialty domains (e.g., .io, .co, .law) are quoted and passed through at cost; you will receive a written quote and must approve it before we proceed.

2.4 Late payment

If a monthly payment fails, we will attempt to contact you. If payment is not resolved within 10 days of the failed charge, we reserve the right to suspend hosting and support until the account is brought current.

3. Client responsibilities

You agree to:

• Provide accurate business information, images, and any content you wish to include;
• Obtain all necessary rights and licenses for any content you provide to us;
• Respond to requests for review or information within a reasonable timeframe;
• Not use the website for unlawful activity, to publish defamatory content, or to infringe third-party intellectual property rights.

4. Intellectual property

Client content. You retain all ownership of the content you provide to us (logos, photos, text, customer lists, etc.).

Our work. Upon full payment of the setup fee, you receive a non-exclusive, non-transferable license to use the website we build for you for the duration of your active subscription. The underlying code, design templates, frameworks, and tooling developed by SP Commerce remain our property.

Third-party components. Where the website incorporates third-party code, fonts, or images, those components remain subject to their respective licenses.

5. Hosting and uptime

We host websites on third-party infrastructure with a rated 99.99% uptime. While we target high availability, we do not guarantee uninterrupted service and are not liable for outages, data loss, or performance issues caused by third-party providers, network failures, or force-majeure events.

6. Support

The scope, response time, and number of included edits per month depend on your plan tier. Requests that exceed your plan’s scope may be billed at our standard hourly rate, quoted in advance.

7. Cancellation and refunds

Refunds, cancellation windows, and post-cancellation domain handling are governed by our Refund Policy, which is incorporated into these Terms by reference.

8. Termination by us

We may suspend or terminate services, with or without notice, if you:

• Fail to pay amounts owed when due;
• Materially breach these Terms;
• Use the services for unlawful purposes or in a way that exposes SP Commerce to liability.

9. Disclaimer of warranties

Services are provided “as is” and “as available.” To the maximum extent permitted by law, SP Commerce disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and any warranty that the website will be error-free or uninterrupted.

10. Limitation of liability

To the maximum extent permitted by law, SP Commerce’s total liability arising out of or relating to these Terms shall not exceed the amounts paid by you to SP Commerce in the twelve (12) months preceding the event giving rise to the claim. In no event shall SP Commerce be liable for indirect, incidental, consequential, special, or punitive damages, including lost profits or lost data.

11. Indemnification

You agree to indemnify and hold SP Commerce harmless from any third-party claim arising out of content you provide to us, your use of the website, or your breach of these Terms.

12. Governing law and disputes

These Terms are governed by the laws of the State of New Jersey, without regard to conflict-of-laws principles. Any dispute shall be brought exclusively in the state or federal courts located in New Jersey, and you consent to their jurisdiction.

13. Changes to these Terms

We may update these Terms from time to time. Material changes will be communicated by email to the address on file and by updating the “Effective date” above. Continued use of our services after an update constitutes acceptance of the revised Terms.

14. Contact