Client Services Agreement

Generose Corporation, an Idaho corporation, doing business as Risingline
Version 2.4 · Version Date: September 30, 2026

We’ve learned that success in any project is primarily determined by the expectations established by both parties beforehand. The Agreement that follows is an opportunity we have to clarify our mutual expectations to ensure success.

As great as we think they are, it is important that you read, understand, and, most importantly, agree with us that these terms and conditions are acceptable. If you have any questions, or if, for some reason, these terms and conditions would prevent you from doing business with Risingline, don’t hesitate to get in touch with me directly.

Doug Case

President | Risingline

208.352.0775 or risingline.com/contact

How this Agreement is organized

This Agreement has four parts.

Part 1 contains the general terms that apply to everything Risingline does for you, whatever the service.
Part 2 applies to Project Services: design, branding, copywriting, website and application development, integrations, and consulting, whether quoted as a fixed scope or billed as the work is performed.
Part 3 applies only if you order Managed Web Services, the ongoing plan under which Risingline arranges hosting for, secures, and maintains a website.
Part 4, the Engagement Terms, is completed for each engagement: it identifies you and the Services you have ordered, lists the proposals and statements of work that are part of this Agreement, records any additional provisions, and is where both parties sign. A Proposal that references this Agreement and is signed by both parties can serve as the Engagement Terms. If you engage Risingline without signing the Engagement Terms, your Proposal or Request for Services identifies the Services and this Agreement applies as described in Section 1.4.

Exhibit A, the Service Schedule, lists standard rates, plan descriptions, technical standards, and the third-party providers Risingline uses. You accept this Agreement by signing the Engagement Terms or by requesting or receiving Services after being referred to this Agreement (Section 1.4).

Part 1. General Terms

1. Parties, Purpose, and Formation

1.1 Parties. This Client Services Agreement (this “Agreement”) is between Generose Corporation, an Idaho corporation doing business as Risingline (“Risingline”), and the client identified in the Engagement Terms (“Client”).

1.2 Purpose. Risingline provides design, branding, copywriting, website and web application development, integrations, consulting, and managed web services to professional service firms and other small and midsize businesses. This Agreement states the terms on which Risingline provides all Services to Client, whether Client engages Risingline for a single project, for work billed as it is performed, for an ongoing plan, or for any combination of these.

1.3 Structure. Part 1 applies to every engagement. Part 2 applies to Project Services. Part 3 applies only if Managed Web Services are ordered under Section 24.1. Part 4 is the Engagement Terms. If Client orders more than one kind of Service, each Part applies to its own Services. Provisions that refer only to the Website do not apply where the Services do not include a website or web application, and a reference to the Website in a provision that also refers to the Deliverables or the Work Product is then disregarded. The Service Schedule attached as Exhibit A (the “Schedule”), the Engagement Terms, and each Proposal and Statement of Work listed in the Engagement Terms or approved under Section 3 are part of this Agreement. If the Engagement Terms, a Proposal, or a Statement of Work conflicts with this Agreement, it controls as to scope, fees, deliverables, and timing for that engagement. It does not change any other term of this Agreement or the Schedule except by an Additional Provision made under Section 31.

1.4 Effective Date. This Agreement takes effect between Risingline and Client on the date the Engagement Terms are signed by both parties or, if Risingline provides Services at Client’s request before Engagement Terms are signed, on the date Client first requests those Services after being referred to this Agreement (either date, the “Effective Date”). A Client that requests or receives Services after being referred to this Agreement accepts it, whether or not Client later disputes the Services. For a Client whose relationship with Risingline began under an earlier version of the Client Services Agreement, this version applies to Services requested on or after the later of the Version Date and the date Risingline notifies Client of this version; the earlier version continues to govern Services requested before then. Section 17.6 governs when a later version applies to a Client with signed Engagement Terms.

1.5 Authority. The person accepting this Agreement for Client represents that they are at least 18 years of age, that the information they provide is accurate, and that they are authorized to bind Client. Risingline may accept or decline any Request for Services at its discretion.

2. Definitions

“Accessibility Standard”: means the version and conformance level of the Web Content Accessibility Guidelines identified in the Schedule.
“Administers,”: of a system, means that Risingline holds its administrative credentials and makes its routine operational decisions under a Managed Web Services plan or by written agreement; “systems Risingline administers” has the same meaning. Access to a Client-Held Service to perform Services Client requests does not make Risingline its administrator.
“Change Request”: means a request by Client for additions or modifications outside the scope of a Proposal or Statement of Work or, where Client has ordered Managed Web Services, outside the allowances of its plan.
“Client-Held Services”: means Third-Party Services that belong to Client’s business and are held in Client’s name, which Client opens, owns, pays for, renews, and secures, as described in Sections 13.2 and 21.4 and listed in the Schedule or the Engagement Terms.
“Client Materials”: means the content, text, images, photographs, video, logos, trademarks, data, documents, credentials, accounts, and other materials and resources that Client owns or controls and provides to Risingline or makes available for the Services.
“Confidential Information”: has the meaning given in Section 9.
“Deliverables”: means the Work Product Risingline delivers to Client under a Proposal, Statement of Work, or Request for Services.
“Engagement Terms”: means Part 4 of this Agreement as completed for Client, identifying Client, the Services ordered, the Proposals and Statements of Work incorporated, any Additional Provisions, and the signatures of both parties. A Proposal or similar document that references this Agreement and is signed by both parties serves as the Engagement Terms for the Services it describes, except that Additional Provisions under Section 31 may be made only in Part 4.
“Managed Infrastructure”: means Third-Party Services that Risingline selects, contracts for, pays for, and administers as part of Managed Web Services, as described in Section 13.2 and listed in the Schedule.
“Managed Web Services”: means the ongoing hosting administration, security, maintenance, and support services described in Part 3 and the Schedule, provided only when a plan is ordered under Section 24.1, at the plan level stated in the document that orders it.
“Project Services”: means design, branding, graphic design, copywriting, website and web application development, integrations, consulting, and other services performed for a defined scope and fee or billed as performed, as described in Part 2.
“Proposal”: means a written estimate, quote, or proposal from Risingline describing scope, fees, and estimated timing for particular Services.
“Request for Services”: means any request by Client for Services, whether made in writing, by email, by phone, or in person, including a request that references a Proposal or a published service description.
“Risingline Materials”: means the frameworks, component libraries, templates, tools, standard text, and know-how that Risingline developed before an engagement or independently of it and uses across clients, together with changes to them that are not specific to Client, as determined under the definition of Work Product. Risingline Materials do not include Client Materials, Work Product, or Third-Party Materials.
“Services”: means Project Services, Managed Web Services, and any other services Risingline provides to Client.
“Statement of Work”: means a document that describes particular Services, such as a Proposal, estimate, service order, or scope document, and that is listed in the Engagement Terms or approved by Client under Section 3.1. A Proposal becomes a Statement of Work when Client approves it.
“Third-Party Materials”: means materials owned by third parties that are incorporated into or used with the Deliverables or the Website, including software, frameworks, libraries, fonts, stock photography, illustrations, icons, open-source code, and similar materials.
“Third-Party Services”: means hosting, content delivery, security, form processing, code repository, email, payment, analytics, electronic signature, printing and production, stock media and font licensing, and similar services provided by third parties that Risingline uses or coordinates in providing the Services, including those identified in the Schedule.
“Version Date”: means the date Risingline first issued this version of the Agreement, as stated with its version number.
“Website”: means a website, web application, portal, or other online property that Risingline designs, builds, hosts, administers, or maintains for Client under this Agreement, where the Services include one. The Website does not include third-party platforms, or separate installations such as a separately hosted blog, unless a Proposal or the Engagement Terms includes them.
“Work Product”: means everything Risingline creates specifically for Client under this Agreement, including code, application modules, integrations, configurations, visual design and layouts, logos, custom graphics, written copy, content, and documentation, and includes the Deliverables. Work Product does not include Risingline Materials or Third-Party Materials. If something Risingline creates during Client’s engagement could be either Work Product or Risingline Materials, it is Work Product unless it is a change to a Risingline Material that existed before the engagement and that works without Client Materials or logic specific to Client.

3. Requests for Services and Change Requests

3.1 Risingline provides Services in response to Requests for Services. A Proposal or Statement of Work describes the scope, fees, and estimated timing of particular Services. Client approves a Proposal or Statement of Work by signing it, by approving it in writing or by email, or by requesting the Services it describes after receiving it. An approved Proposal or Statement of Work is part of this Agreement under Section 1.3 whether or not it is listed in the Engagement Terms. Work that is not described in a Proposal or Statement of Work, and not included in a Managed Web Services plan Client has ordered, is billed at the rates in the Schedule or in the Engagement Terms.

3.2 Client may submit a Change Request at any time. Change Requests may affect fees and timing. A request for work outside a Proposal or plan is Client’s authorization to perform that work at the rates in the Schedule or the Engagement Terms. Client may ask for an estimate before work begins, and may set or change a per-request authorization limit in the Engagement Terms or by later written notice, above which Risingline will confirm with Client before proceeding. If no limit is stated, no confirmation is required.

3.3 Risingline may rely on a request from any person who reasonably appears to act for Client, including any person using Client’s email domain or communicating through channels Client has used for the engagement. Client is responsible for requests made by its personnel and agents. Client may restrict authorization to named persons in the Engagement Terms or by later written notice; a restriction by notice takes effect two business days after Risingline confirms receipt and does not affect work already requested.

4. Client Responsibilities

Client is responsible for the following, in a reasonable and timely manner:

4.1 providing Client Materials, information, decisions, approvals, and access needed for the Services, in a form suitable for use without further preparation unless a Proposal provides otherwise;

4.2 designating a primary contact authorized to make decisions and approve work, and coordinating decisions among Client’s own personnel, partners, and other vendors;

4.3 reviewing and approving Deliverables and content before publication, and the accuracy and legality of all content Client provides, approves, or is deemed to have accepted under Section 20, including factual statements, pricing, disclosures required by professional conduct and advertising rules, and typographical errors that remain after approval;

4.4 the security of Client’s own devices, networks, email, and internal systems, and the credentials and multi-factor authentication for accounts Client owns or controls, including, where applicable, domain registrar, email, payment, social media, and Third-Party Service accounts in Client’s name;

4.5 where the Services include a Website, registering and maintaining Client’s domain names in Client’s own name, keeping registrations current, and paying registrar fees;

4.6 keeping its own copies of Client Materials;

4.7 its business operations, its data practices, and its legal and regulatory obligations, as described in Sections 10 and 11; and

4.8 paying fees when due.

If Client’s delays or omissions affect the Services, Risingline may extend schedules, pause work until the outstanding items are received, and charge a restart fee at the rate in the Schedule.

5. Fees, Invoices, and Payment

5.1 Rates. Standard hourly rates, minimum charges, and rush surcharges are stated in the Schedule. A fee stated as fixed in signed Engagement Terms or a signed Proposal is fixed for the scope described there; an estimate is governed by Section 18.1, and an hourly rate for Services billed as performed may change as provided in Section 18.4. For Services billed as performed, the hourly rate stated in the Engagement Terms applies, or the Schedule rate if none is stated (Section 18.4).

5.2 Invoices. Invoices are sent by email to Client’s notice or billing address and are deemed received on the next business day. Invoices are due upon receipt. Amounts unpaid thirty (30) days after the invoice date are past due. Client must raise any dispute about an invoice in writing within fifteen (15) days after the invoice date; otherwise the invoice is accepted as issued.

5.3 Interest. Past-due amounts bear interest at 1.5 percent per month (18 percent per year), or the highest rate permitted by law, whichever is less. Payments are applied first to accrued interest and then to the oldest unpaid invoice.

5.4 Payment Methods. Client may pay by any method Risingline offers. If Client provides a credit card, bank account, or other payment method for recurring or automatic charges, Client authorizes Risingline to charge that method for amounts due under this Agreement and agrees to keep it current.

5.5 Chargebacks and Disputes. If Risingline is unable to charge Client’s payment method for an amount owed, or receives a chargeback, reversal, or payment dispute, Risingline may pursue all lawful remedies to obtain payment. Client agrees to pay Risingline’s costs and fees resulting from a chargeback or payment dispute brought by Client or Client’s bank or payment processor, and the administrative fee stated in the Schedule.

5.6 Third-Party Costs and Expenses. Client pays or reimburses third-party costs required for the Services, including stock photography, fonts, software licenses, printing, and Third-Party Service fees not included in Client’s plan, as identified in a Proposal or approved by Client.

5.7 Taxes. Client pays any sales, use, value-added, or similar taxes that apply to the Services, including tax assessed on a later audit of Risingline’s accounts. Some Deliverables, such as printed materials and delivered digital files, may be classified as tangible property in Client’s state. Where Risingline is required to collect tax, it will be added to Client’s invoice.

5.8 Collections. Risingline may refer past-due accounts to a licensed collection agency or an attorney. Client will pay the costs of collection, including reasonable attorneys’ fees.

5.9 Schedule Changes. Risingline may change the rates, plan terms, and other items in the Schedule on at least sixty (60) days’ written notice. Changes apply to work requested and to Managed Web Services billing periods that begin after the notice period. Client’s continued use of the Services after the notice period is acceptance of the change. During an initial term stated in the Engagement Terms, the monthly fee for that plan does not change until the initial term ends, except that Risingline may pass through increases in the fees of Managed Infrastructure included in the plan on thirty (30) days’ written notice.

6. Intellectual Property

6.1 Client Materials. Client retains ownership of Client Materials. Client grants Risingline a non-exclusive license to use, reproduce, modify, host, and display Client Materials as needed to perform the Services and as permitted by Section 6.6.

6.2 Work Product. Upon full and final payment for the applicable Services, Risingline assigns to Client all right, title, and interest in the Work Product, including copyright and all other intellectual property rights, and Client owns the Work Product outright. Client may use, modify, host, and maintain it, and have any developer or hosting provider do so, without restriction and without further payment to Risingline. Until full payment, Risingline retains ownership of the Work Product, and Client has only a limited, non-transferable license to use it for review and approval and, once the Website launches or a Deliverable is put into use with Risingline’s agreement, to operate it in the ordinary course of Client’s business; Risingline may revoke that license if Client fails to pay when due. Where Services are billed as performed, full payment means payment of the invoices covering the Work Product in question. At Client’s request and expense, Risingline will sign reasonable documents confirming the assignment. Client grants Risingline a non-exclusive, perpetual, royalty-free license to reuse, for other clients, general-purpose components of the Work Product, such as code modules, integrations, and configurations, that do not contain Client Materials, Client’s Confidential Information, or logic specific to Client’s business; this license does not limit Client’s ownership or use of the Work Product.

6.3 Risingline Materials. Risingline owns the Risingline Materials, including changes to them made during an engagement that are not specific to Client, as determined under the definition of Work Product. Upon full payment for the applicable Services, Risingline grants Client a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, host, and maintain the Risingline Materials as incorporated in the Work Product, including the Website where the Services include one, for the business of Client and its affiliates and successors, with the assistance of any developer or hosting provider Client chooses. This license continues after this Agreement ends. Until full payment, Client may use the Risingline Materials as incorporated in the Work Product on the same terms as the pre-payment license in Section 6.2. Client may not sell, sublicense, or distribute the Risingline Materials on their own as a standalone product or service. Nothing in this Agreement limits Risingline’s right to use the Risingline Materials, and its general knowledge, skills, methods, and techniques, for other clients.

6.4 Third-Party Materials. Third-Party Materials remain the property of their owners and are governed by their license terms. Client will comply with those terms. Where a Third-Party Material carries license restrictions that would affect Client’s continued use of the Deliverables or the Website after this Agreement ends, Risingline will identify them on request.

6.5 Logos and Trademarks. Upon full payment, the copyright in a logo Risingline creates for Client is assigned to Client under Section 6.2. Risingline does not perform trademark searches, clearance, or registration, and makes no representation that any name, logo, tagline, or design is available for use or registration as a trademark or does not conflict with another party’s rights. Client is responsible for trademark clearance and registration and for its use of any mark. Risingline recommends that Client consult trademark counsel before adopting a new name or mark.

6.6 Portfolio. Client grants Risingline the right to display the Website, the Deliverables, and Client’s name and logo in Risingline’s portfolio, on risingline.com, in case studies, and in other marketing materials. Risingline will not display Client’s Confidential Information or the data of Client’s clients or customers in doing so.

6.7 AI-Generated Material. Under current United States copyright law, material generated by artificial intelligence without sufficient human authorship may not be protected by copyright. To the extent the Work Product contains such material, Section 6.2 conveys whatever rights Risingline holds in it, and Risingline makes no representation that the material is protectable or exclusive to Client. Section 12 describes how Risingline uses artificial intelligence tools.

6.8 Files and Retention. Upon full payment, Risingline delivers the Work Product in final digital formats appropriate to the work, such as web files, including source code for the code Risingline wrote, and exported logo files. Working files, such as layered design source files, belong to Client as Work Product but are delivered only where a Proposal says so; otherwise they are provided on request at the rates in the Schedule, as they exist, without support. Risingline keeps archival copies of project files for at least six (6) months after project completion and is not obligated to keep them longer. Files for a Website under Managed Web Services are maintained for as long as the plan is active and are delivered at termination as provided in Section 27.

7. Professional Judgment

7.1 Risingline exercises professional judgment in the technical implementation of the Services, including the choice of methods, frameworks, Third-Party Services, and security, accessibility, and performance practices, consistent with the applicable Proposal or plan.

7.2 Risingline may decline to implement a request that, in its professional judgment, would create a security vulnerability, compromise accessibility or performance, violate the terms of a Third-Party Service, or expose either party to legal risk. Risingline will explain the reason and offer an alternative where one is available.

7.3 If Client directs Risingline to proceed with an approach against Risingline’s written recommendation, Client accepts the risks Risingline identified, and Risingline is not responsible for the results of that approach.

8. Warranties and Disclaimers

8.1 By Risingline. Risingline warrants that it will perform the Services in a professional and workmanlike manner consistent with reasonable professional standards for similar services. Client’s exclusive remedy for breach of this warranty is, at Risingline’s option, re-performance of the deficient Services or a refund of the fees paid for the deficient Services, provided Client notifies Risingline in writing within thirty (30) days after the Services in question were delivered or, for Managed Web Services, performed. For Managed Web Services, the remedy is re-performance.

8.2 Disclaimer. EXCEPT AS STATED IN SECTION 8.1, RISINGLINE MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, UNINTERRUPTED OR ERROR-FREE OPERATION, OR COMPLIANCE WITH LAWS, REGULATIONS, OR STANDARDS. RISINGLINE DOES NOT WARRANT THIRD-PARTY MATERIALS OR THIRD-PARTY SERVICES AND DOES NOT GUARANTEE ANY BUSINESS RESULT, INCLUDING SEARCH ENGINE RANKINGS, TRAFFIC, LEADS, CONVERSIONS, OR REVENUE.

8.3 By Client. Client represents and warrants that (a) Client owns or has the right to use all Client Materials as contemplated by this Agreement, including any necessary copyright permissions and model or privacy releases; (b) the Client Materials, and their use in the Website and Deliverables, do not infringe or violate the rights of any third party; (c) Client will comply with the license terms governing Third-Party Materials; (d) Client will comply with all laws and regulations that apply to its business, its use of the Services, and the Website where the Services include one; and (e) Client Materials are free of malicious code, and Client will not use the Website or the Services for unlawful purposes or in violation of the terms of any Third-Party Service.

9. Confidentiality

9.1 Confidential Information. Each party may receive non-public information of the other, including business strategies, pricing, marketing plans, client and customer information, financial information, technology, source code, credentials, and other information that a reasonable person would understand to be confidential (“Confidential Information”).

9.2 Obligations. Each party will keep the other’s Confidential Information confidential, use it only to perform or receive the Services under this Agreement, and take reasonable steps to prevent unauthorized use or disclosure.

9.3 Permitted Disclosure. Each party may disclose Confidential Information to its employees, contractors, subcontractors, and professional advisors who need it for the purposes of this Agreement and who are bound by confidentiality obligations at least as protective as this Section. Risingline may use subcontractors as described in Section 13.5. Work Product assigned to Client under Section 6.2 is Client’s property and is not Risingline’s Confidential Information. Risingline Materials delivered to Client may be disclosed to the developers, designers, printers, hosting providers, and other vendors Client engages for the Work Product, and Client is responsible for those vendors’ compliance with Section 6.3 as to the Risingline Materials.

9.4 Client’s Client Data. Risingline does not access data belonging to Client’s own clients or customers, such as case files, financial records, or form and intake submissions, except as needed to provide the Services or as Client directs, and treats such data as Client’s Confidential Information.

9.5 Exclusions. Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, that the receiving party already knew or independently developed without use of the other party’s Confidential Information, or that is lawfully received from a third party without a duty of confidentiality. A party may disclose Confidential Information when required by law or court order, after giving prompt notice where legally permitted and cooperating with reasonable efforts to limit the disclosure.

9.6 Duration. These obligations continue during this Agreement and for three (3) years after it ends, except that trade secrets and personal information remain protected for as long as they are retained.

9.7 Return or Destruction. On written request after this Agreement ends, each party will return or destroy the other’s Confidential Information, except for copies retained in routine backups or as required by law, which remain subject to this Section.

10. Security: Shared Responsibility

10.1 Risingline’s Responsibilities. For a Website under Managed Web Services, Risingline uses commercially reasonable efforts to implement and maintain, for the systems it administers, the security measures described in the Schedule, in part through Third-Party Services. For Project Services that include code or configurations, Risingline uses commercially reasonable efforts to deliver them free of known security vulnerabilities at the time of delivery.

10.2 Client’s Responsibilities. Client is responsible for the items in Sections 4.4 through 4.6, for the conduct of Client’s personnel and vendors, for data on systems Risingline does not administer, and for promptly notifying Risingline of any suspected compromise of credentials or systems used for the Services, including the Website where the Services include one.

10.3 No Guarantee. No security measure is perfect, and threats change continuously. Risingline does not guarantee that the Website or the Services will be free of vulnerabilities, unauthorized access, malware, or interruption. Risingline’s responsibility for security is limited to the commercially reasonable efforts described in Section 10.1 and is subject to Section 14. The occurrence of an incident is not by itself evidence that Risingline failed to perform Section 10.1.

10.4 Incident Response. If Risingline becomes aware of unauthorized access to, or loss of, Client data on systems Risingline administers, Risingline will notify Client promptly after confirming the incident and within any time required by applicable law, take commercially reasonable steps to contain it, and cooperate reasonably with Client’s response. If Risingline becomes aware, while performing Services, of unauthorized access to or loss of Client data on a Client-Held Service or another system it does not administer, Risingline will tell Client promptly and, at Client’s request, will assist with Client’s response at the rates in the Schedule or the Engagement Terms. Client is responsible for determining and fulfilling any obligation to notify individuals, regulators, insurers, or others, and for the costs of doing so.

10.5 Regulated Data. The Services are not designed for protected health information, payment card data, or other specially regulated data. Client will not collect, store, or process such data through the Website or the Services without Risingline’s prior written agreement, which may be given in the Engagement Terms and which may state whose systems hold the data and who is responsible for its retention and protection. Where the Services include forms, intake, or payment processing, they are implemented through Third-Party Services as described in Section 13 or as otherwise described in a Proposal.

10.6 Personal Information Roles. Client determines what personal information is collected in connection with the Services, including through the Website where the Services include one, and how it is used. Risingline processes personal information only as needed to provide the Services and as Client directs, and does not sell it or use it for Risingline’s own purposes.

10.7 Protective Action. Where the Services include a Website, Risingline may temporarily take the Website, or an installation connected to it, offline, disable functionality, or remove content, with notice to Client as soon as practical, if Risingline reasonably believes the Website or connected installation has been compromised, is being used unlawfully or in violation of the terms of a Third-Party Service, or presents a risk to Risingline’s accounts or other clients. Risingline is not liable for the consequences of protective action taken in good faith. Cleanup and restoration after a compromise arising from Client-side causes, such as compromised Client credentials, infected Client Materials, or changes Client directed, are billed at the rates in the Schedule, and Risingline may require Client to complete reasonable steps, such as rotating credentials, before service is restored.

11. Accessibility, Privacy, and Informational Materials

11.1 Accessibility Standard. Where the Services include a Website, Risingline builds it, and under Managed Web Services maintains the pages, templates, and code it creates, using commercially reasonable efforts to conform to the Accessibility Standard.

11.2 Client Content. Content and materials that Client provides or approves, including documents such as PDFs, audio and video, third-party embeds and widgets, and content Client publishes through third-party platforms, may not meet the Accessibility Standard. Making those materials accessible is Client’s responsibility unless included in a Proposal or plan.

11.3 No Guarantee. Accessibility guidelines are technical standards whose application involves judgment, and the law in this area continues to develop. Where the Services include a Website, Risingline does not guarantee that it will conform to the Accessibility Standard in every respect at all times, will satisfy the Americans with Disabilities Act or any other law, or will be free from accessibility complaints or claims. Automated testing scores reflect automated checks only. Remediation of accessibility issues in Risingline-maintained pages is handled under Section 24.2 for Managed Web Services clients and at the rates in the Schedule otherwise.

11.4 Privacy Tooling. Where included in Client’s plan or a Proposal, Risingline implements and maintains technical privacy measures on the Website, such as a cookie consent tool and a privacy policy page, based on generally available guidance and on Client’s instructions about its data practices.

11.5 Client’s Privacy Obligations. Client is responsible for its own data practices; for the legal sufficiency of its privacy policy, notices, and consents; for responding to consumer rights requests; for compliance with the privacy, marketing, and consumer protection laws that apply to its business, including state privacy laws and, where applicable, the General Data Protection Regulation; and for its off-site properties and accounts, such as business listings, social media, email marketing, and customer relationship management systems. Risingline does not guarantee that the Website or Client’s data practices comply with any law.

11.6 Other Legal Requirements. Client is responsible for compliance with all other laws that apply to its business and its use of the Deliverables and the Website, including tax, electronic commerce, advertising and professional conduct rules, fair housing and equal opportunity, financial regulations, and payment card industry standards where applicable.

11.7 Not Legal Advice. Risingline is not a law firm and does not provide legal advice. Information Risingline provides about accessibility, privacy, security, or other regulatory topics is general information to support technical implementation. Client should consult its own counsel about its legal obligations.

11.8 Legal Pages. Where Risingline provides privacy policies, terms of use, accessibility statements, cookie notices, disclaimers, or similar pages (“Legal Pages”), it provides them as templates drawn from Risingline’s standard text and generally available sources, completed with information Client supplies. Client is responsible for confirming that every statement in a Legal Page about Client’s practices is accurate, for having its own counsel review Legal Pages before publication and whenever its practices or the law change, and for the consequences of publishing a Legal Page that does not reflect Client’s actual practices. Under Managed Web Services, Risingline may update its standard Legal Page text from time to time; those updates are technical upkeep and are not a representation that any Legal Page satisfies any law.

11.9 Informational Materials; No Advisory Relationship. Bulletins, guides, articles, audit reports, recommendations, and other informational materials Risingline provides are general information, are provided without warranty as to accuracy, completeness, or applicability to any particular situation, and are not legal, financial, or professional advice. Regulatory requirements vary by circumstance and jurisdiction and change over time, and Client should conduct its own due diligence and consult qualified professionals before acting on them. Risingline is a service provider and not Client’s advisor or fiduciary, and no advisory or fiduciary relationship arises from the Services or from any information Risingline provides. Section 14 applies to any action Client takes or does not take in reliance on informational materials.

12. Content and AI-Assisted Services

12.1 Risingline may use artificial intelligence tools to assist in providing the Services, including for drafting, code, design, testing, analysis, and research. Work delivered to Client is reviewed by Risingline personnel before delivery, and Risingline remains responsible for the Services as provided in this Agreement.

12.2 Risingline will not knowingly submit Client’s Confidential Information, or personal information of Client’s clients or customers, to an artificial intelligence tool that permits the provider to use inputs to train models available to the public.

12.3 Client may request in writing that Risingline not use artificial intelligence tools for specified work. Risingline will accommodate reasonable requests; the work may take longer and may be billed at the rates in the Schedule.

12.4 Client is responsible for Client Materials that Client creates with artificial intelligence tools, including their accuracy and Client’s rights in them, and for reviewing all content for accuracy before publication as provided in Section 4.3.

12.5 Client as Publisher. Client is the publisher of all content on the Website and in the Deliverables, including content Risingline drafts or edits with human writers, artificial intelligence tools, or both. Risingline drafts content from information Client provides, Client’s existing materials, and public sources, and does not independently verify facts, credentials, results, statistics, pricing, or claims. Client confirms the accuracy of content by approving it under Section 20 or by requesting or accepting its publication under Part 3.

12.6 No Regulatory Review. Risingline does not review content for compliance with professional conduct rules, advertising rules, or industry regulations, including rules governing attorney advertising, accountant advertising, insurance marketing, testimonials, endorsements, comparative claims, and required disclaimers. Client is responsible for that review and for any required disclaimers before publication.

12.7 Originality and Third Parties. Risingline does not perform plagiarism, trademark, or rights-clearance checks unless a Proposal includes them, and Section 8.2 applies to content Risingline creates. Content that refers to third parties, including competitors, individuals, cases, or other businesses, is included only at Client’s direction and on Client’s responsibility.

12.8 Testimonials and Endorsements. Client represents that any testimonial, review, endorsement, case result, or client name Client asks Risingline to publish is genuine, that Client has permission to publish it, and that its publication complies with the rules applicable to Client.

13. Third-Party Services and Subcontractors

13.1 Risingline uses Third-Party Services to provide the Services. The Schedule identifies current providers by category; providers may change. Third-Party Services are subject to their providers’ terms, availability, and pricing. Risingline does not control Third-Party Services and is not responsible for their acts, omissions, outages, security incidents, data loss, policy or price changes, or discontinuation, and does not warrant them.

13.2 Two Categories of Third-Party Services. Managed Infrastructure is selected, contracted for, paid for, and administered by Risingline as part of Managed Web Services; Client holds no account and has no obligation to pay for, renew, or manage it, and Risingline may change providers as it judges appropriate. Client-Held Services belong to Client’s business and are held in Client’s name; Client opens, owns, pays for, renews, and secures them, and Risingline can assist with them at the rates in the Schedule. The Schedule lists each category. Where a Managed Web Services plan is ordered, any service Risingline provisions for the Website is Managed Infrastructure unless the Schedule or the Engagement Terms list it as a Client-Held Service or its provider requires the account to be in Client’s name. Where no plan is ordered, every Third-Party Service on which a Website or application runs is a Client-Held Service, set up as described in Section 21.4.

13.3 Fees. Fees for Managed Infrastructure are included in the Managed Web Services plan fee, subject to Section 5.9. Fees for Client-Held Services, and for any Third-Party Service used for Project Services, are paid by Client directly or reimbursed to Risingline under Section 5.6.

13.4 Domain Registration and Email. Where the Services involve Client’s domain names or email service, they are Client-Held Services. Client is the registrant and account holder and is solely responsible for renewals, payment, account security, and keeping contact information current. Risingline does not monitor renewal dates and does not receive registrar or email provider notices. If a domain registration lapses, the Website and Client’s email stop working; restoring the domain is Client’s responsibility and may not be possible. Risingline may manage DNS records for the Website as part of Managed Web Services, which does not make Risingline responsible for the registration. Risingline can assist with domain and email setup at the rates in the Schedule.

The reasons for this arrangement are as follows. A domain name is the business’s identity: whoever controls the registration controls the website and the email that uses it. A registration held in a vendor’s name can lapse or become unavailable when that vendor changes or disappears, and renewal notices need to reach the business owner. Email carries the business’s confidential and, for many clients, privileged communications, and account recovery, security settings, and retention obligations belong under the business’s own control. Both should outlive any vendor relationship, including the relationship with Risingline.

13.5 Subcontractors. Risingline may use subcontractors to perform Services. Risingline remains responsible for their work under this Agreement and requires them to maintain confidentiality consistent with Section 9.

13.6 No Reliance. Client acknowledges that it has not relied on any assurance from Risingline of the continued availability, pricing, or unchanged policies of any Third-Party Service or Third-Party Material.

13.7 Provider Terms. Client authorizes Risingline to select, provision, configure, and administer Third-Party Services to provide the Services, to accept their terms on Client’s behalf where a service is provisioned in Client’s name, and to change providers as Risingline judges appropriate. Client agrees to comply with, and to be bound as an end user by, the terms and acceptable-use policies of the Third-Party Services used to provide the Services, as their providers update them. Client’s consent under this Section is given once, through this Agreement, and no further consent is required for individual Third-Party Services. Risingline’s acceptance or administration of a Third-Party Service does not make Risingline responsible for it.

14. Limitation of Liability

14.1 Liability Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF RISINGLINE AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AND AFFILIATES (THE “RISINGLINE PARTIES”) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, WILL NOT EXCEED THE TOTAL FEES CLIENT PAID TO RISINGLINE UNDER THE ENGAGEMENT TERMS, PROPOSAL, STATEMENT OF WORK, OR REQUEST FOR SERVICES COVERING THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR ONE THOUSAND DOLLARS ($1,000), WHICHEVER IS GREATER.

14.2 Excluded Damages. IN NO EVENT WILL THE RISINGLINE PARTIES BE LIABLE FOR LOST PROFITS, LOST REVENUE, LOST DATA OR CONTENT, LOST BUSINESS OPPORTUNITIES, BUSINESS INTERRUPTION, REPUTATIONAL HARM, THE COST OF SUBSTITUTE SERVICES, OR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

14.3 Specific Exclusions. Without limiting Sections 14.1 and 14.2, the Risingline Parties are not liable for: (a) Third-Party Services or Third-Party Materials; (b) Client Materials or content Client approved; (c) acts or omissions of Client, its personnel, or its vendors, including compromised credentials; (d) unauthorized access, malware, attacks, downtime, or data loss, except to the extent caused by Risingline’s failure to perform Section 10.1, and then only subject to Sections 14.1 and 14.2; (e) fines, penalties, claims, or costs arising from Client’s compliance obligations under Sections 10 and 11; (f) the results of an approach Client directed under Section 7.3; or (g) Force Majeure Events.

14.4 Refunds. Except as provided in Section 8.1 and Part 2, fees for Services performed are not refundable.

14.5 Time for Claims. To the extent permitted by law, any claim against the Risingline Parties arising out of this Agreement or the Services must be brought within one (1) year after the cause of action accrues.

14.6 Basis of the Bargain. Client acknowledges that the fees reflect the allocation of risk in this Section 14 and in Section 15, and that Risingline would not provide the Services on these terms without it.

15. Indemnification

15.1 Client will indemnify, defend, and hold harmless the Risingline Parties from all damages, liabilities, costs, losses, and expenses arising out of (a) Client’s acts, omissions, or negligence; (b) Client’s breach of this Agreement; or (c) Client’s failure to hold the licenses, permissions, or usage rights for Client Materials that Section 8.3 requires.

15.2 Client also agrees to indemnify the Risingline Parties against any third-party claims that the Services or Deliverables infringe any third-party intellectual property rights, regardless of Client’s breach.

15.3 Client will hold harmless, protect, defend, and indemnify the Risingline Parties from any claim or suit arising from the use of Client Materials.

15.4 Client agrees to indemnify and hold harmless the Risingline Parties against third-party claims related to data breaches, security failures, or non-compliance with data protection laws that arise from Client’s business, Client’s systems and personnel, or Client’s compliance obligations under Sections 10 and 11.

15.5 Client will hold harmless, protect, and defend the Risingline Parties from any claim, suit, penalty, tax, or tariff arising from Client’s business, Client’s use of the Deliverables or the Website, or Client’s exercise of Internet electronic commerce, including the matters described in Section 11.

15.6 Indemnified amounts include reasonable attorneys’ fees and costs of defense. The obligations in this Section 15 are in addition to, and not limited by, Section 14.

16. Term and Termination

16.1 Term. This Agreement begins on the Effective Date and continues until all Services have been completed or ended, unless terminated earlier under this Section. Services billed as performed have no fixed end date; they continue until either party ends them under Section 16.2, and no renewal, new Proposal, or new agreement is needed to continue them from one billing period to the next. Where the only Services remaining are Services billed as performed, this Agreement ends twelve (12) months after the last date on which Risingline performed Services, unless either party ends it sooner under this Section; a later Request for Services is governed by the version of the Client Services Agreement then current, as provided in Section 1.4.

16.2 Termination for Convenience. Either party may terminate this Agreement, or any Project Services, on thirty (30) days’ written notice. After notice is given, Risingline may stop work other than reasonable wind-down activity. Client will pay for all Services performed and expenses incurred through the termination date, which is the date a termination takes effect. For Services billed as performed, either party may instead end them by written notice effective on the date stated in the notice or, if none is stated, when the notice is effective under Section 17.5; Client owes the time recorded and expenses incurred through that date, plus any wind-down work Client requests in writing. For a fixed-fee project, the amount due for Services performed is the greater of the value of the work at the rates in the Schedule and the portion of the fixed fee attributable to the phases or milestones completed, plus non-cancellable third-party costs, not exceeding the fixed fee. Deposits are accounted for under Section 19. Termination of Managed Web Services is governed by Section 27. A termination of this Agreement while a Managed Web Services plan is in an initial term is a termination of that plan under Section 27.1.

16.3 Termination for Cause. Either party may terminate this Agreement immediately on written notice if the other party materially breaches it and fails to cure the breach within ten (10) business days after written notice of the breach. Risingline may terminate immediately on written notice if Client uses the Website or the Services unlawfully or in a way that jeopardizes Risingline’s accounts with Third-Party Services.

16.4 Nonpayment. If any amount remains unpaid thirty (30) days after the invoice date, Risingline may suspend work on Project Services after five (5) business days’ written notice, may suspend Managed Web Services under Section 26, and may terminate this Agreement on written notice. Client remains responsible for all amounts owed for Services performed before termination.

16.5 Effect of Termination. On termination, all unpaid fees become due immediately. Rights in Work Product pass to Client on full payment. The license in Section 6.3 continues for Services that have been paid for. Sections 3.3, 4.3, 5, 6, 7.3, 8, 9, 10, 11, 12, 13.6, 13.7, 14, 15, 16.5, 17, 18.4 (as to invoicing for Services performed), 19, 20.2, 21.3 through 21.6, 22.3, 23.2, 27, and 28.2, and any Additional Provision under Section 31 that changes or applies a surviving section, survive termination and any ending of this Agreement under Section 16.1.

17. General Provisions

17.1 Independent Contractor. Risingline is an independent contractor. Risingline provides its own equipment, tools, and supplies, pays its own overhead and taxes, and is responsible for its own personnel and subcontractors. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship, and neither party may bind the other, except for the limited authority Section 13.7 gives Risingline to accept Third-Party Service terms for services provisioned in Client’s name.

17.2 No Exclusivity. This Agreement is not exclusive. Client may engage others to perform similar services, and Risingline may provide services to others, including competitors of Client.

17.3 Assignment. Client may not assign this Agreement without Risingline’s written consent, except to a successor to Client’s business by merger, sale, or reorganization, with written notice to Risingline. Risingline may assign this Agreement to an affiliate or to a successor in connection with a merger, sale of assets, or change of control, and may subcontract as provided in Section 13.5. This Agreement binds and benefits the parties and their permitted successors and assigns.

17.4 Force Majeure. Risingline is not in breach of this Agreement, and is not liable, for any failure or delay caused by events beyond its reasonable control, including fire, flood, earthquake, other acts of God, epidemic, labor disputes, utility or Internet failures, failures of Third-Party Services, cyberattacks, governmental action, war, terrorism, civil disturbance, and the death, illness, or incapacity of Risingline’s key personnel (each a “Force Majeure Event”). Risingline will notify Client of a Force Majeure Event affecting the Services and propose a revised schedule. If a Force Majeure Event prevents Risingline from providing Managed Web Services for more than sixty (60) consecutive days, either party may terminate the affected Services on written notice, and Section 27 applies to the extent Risingline is able to perform it.

17.5 Notices. Notices under this Agreement must be in writing and sent by email to the notice addresses stated in the Engagement Terms or, if none are stated there, to the email addresses the parties have used for the engagement, or by certified mail or courier to the addresses stated in the Engagement Terms or, if none are stated there, to the receiving party’s principal business address. Email notice is effective when the recipient confirms receipt or, if no delivery failure is received, on the next business day. Either party may change its notice address by written notice.

17.6 Modification. This Agreement may be modified only by a written amendment signed by both parties, except that Risingline may update the Schedule as provided in Section 5.9, and the parties may add Services through signed Engagement Terms, a Proposal, or a Statement of Work. Risingline posts the current version of its standard terms, Parts 1 through 3 and the Schedule, at https://risingline.com/client-services-agreement. Engagement Terms, Proposals, and Statements of Work are not posted and are held only by the parties. The version identified in Client’s signed Engagement Terms governs Client’s engagement until Client signs new Engagement Terms, accepts a later version in writing, or accepts one under the next sentence; a Request for Services alone does not accept a later version for a Client with signed Engagement Terms. For Managed Web Services, Risingline may also propose a new version of this Agreement by written notice; Client’s continued receipt of Managed Web Services more than sixty (60) days after the notice constitutes acceptance of the new version for Services after that date, unless Client terminates under Section 27 before then.

17.7 Waiver. A waiver applies only to the specific instance and purpose for which it is given. A party’s failure or delay in exercising a right does not waive it.

17.8 Severability. If a court finds any provision invalid or unenforceable, the provision will be modified or limited to the minimum extent necessary to make it enforceable, and the remaining provisions remain in effect.

17.9 Governing Law and Venue. This Agreement is governed by the laws of the State of Idaho, without regard to its conflict of laws rules. The parties consent to the exclusive jurisdiction and venue of the state courts located in Blaine County, Idaho, and the United States District Court for the District of Idaho, for any dispute arising out of this Agreement or the Services, except that Risingline may bring collection actions in any court with jurisdiction.

17.10 Dispute Resolution and Fees. Before filing suit, other than an action for collection or injunctive relief, the parties will attempt in good faith to resolve the dispute through direct discussion between their principals for at least thirty (30) days after written notice of the dispute. In any action arising out of this Agreement, the prevailing party is entitled to recover its reasonable attorneys’ fees and costs.

17.11 Electronic Signatures and Counterparts. This Agreement and any Engagement Terms, Proposal, or amendment may be signed electronically, including through an electronic signature service, and electronic signatures and records are valid and binding under the Idaho Uniform Electronic Transactions Act and the federal Electronic Signatures in Global and National Commerce Act. Signed copies exchanged electronically are as effective as originals, and documents may be signed in counterparts.

17.12 Headings and Interpretation. Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation.”

17.13 Entire Agreement. This Agreement, the Schedule, the Engagement Terms, and each Proposal and Statement of Work that is part of this Agreement under Section 1.3 constitute the entire agreement between the parties about the Services and supersede all prior agreements, representations, and understandings about them, including prior versions of the Client Services Agreement (subject to Section 1.4 as to Services requested under an earlier version), other than the Proposals and Statements of Work listed in the Engagement Terms or approved under Section 3. Terms in Client’s purchase orders, vendor forms, or other documents do not apply unless Risingline accepts them in a signed writing.

17.14 No Third-Party Beneficiaries. This Agreement is for the benefit of the parties only. No visitor to the Website, client or customer of Client, or other third party has any right under it.

17.15 Equitable Relief. Use of Risingline Materials in breach of Section 6.3, or misuse of either party’s Confidential Information, would cause harm that money damages cannot fully remedy, and the affected party may seek injunctive relief to prevent it in addition to any other remedy.

17.16 Non-Solicitation. During this Agreement and for twelve (12) months after it ends, neither party will solicit for employment or engagement, or hire or engage, any employee or subcontractor of the other party who performed work on the engagement, without the other party’s written consent. A person who responds to a general job posting not directed at that person is not solicited under this Section.

Part 2. Project Services

18. Scope, Proposals, and Timelines

18.1 The scope, fees, and estimated timing of Project Services are described in a Proposal or Statement of Work or, for smaller requests, in the Request for Services. Estimates are Risingline’s good-faith projections based on the information available when they are prepared. A fee stated in a Proposal is an estimate unless the Proposal states that it is fixed. A fixed fee is fixed for the scope described; work outside that scope is a Change Request.

18.2 Risingline uses commercially reasonable efforts to meet estimated timelines. Estimated dates are not guaranteed and may change with project complexity, Client responsiveness, Third-Party Services, and other factors. Delays caused by Client extend the timeline accordingly.

18.3 Risingline’s target response times for Project Services are stated in the Schedule.

18.4 Services Billed as Performed. Where the Engagement Terms, a Proposal, or a Statement of Work states that Services are billed as performed, Risingline charges the stated hourly rate for the time actually spent, in the increments and with any minimum charge stated in the Schedule or the Engagement Terms, invoices monthly in arrears, and provides with each invoice a work log showing the date, the task, and the time recorded. Risingline may change an hourly rate stated in the Engagement Terms, a Proposal, or a Statement of Work on at least sixty (60) days’ written notice; the new rate applies to time recorded after the notice period, and Client may end the Services under Section 16.2 before then. Any estimate of hours is a good-faith projection, not a cap or a fixed fee; Client may set an authorization limit under Section 3.2. Sections 19.1 through 19.3 do not apply to Services billed as performed, and Section 20 applies to each Deliverable as it is delivered. Services billed as performed continue and end as provided in Sections 16.1 and 16.2.

19. Project Payment

19.1 Deposit. Before beginning fixed-scope Project Services, Risingline may require a deposit of fifty percent (50%) of the estimated project total. Larger projects may be billed in milestones stated in the Proposal.

19.2 Balance. Risingline invoices the balance upon completion of the Project Services or, for a Website, upon the earlier of launch and acceptance under Section 20.1. Invoices are due on receipt.

19.3 Cancellation. If a project is cancelled or terminated early by either party, the deposit is refundable less the amount due for Services performed, determined under Section 16.2, and expenses incurred on Client’s behalf through the cancellation date. Within fifteen (15) days after cancellation, Risingline will provide an itemized statement of the time and expenses deducted and any refund due. If Services performed exceed the deposit, Client will pay the difference.

19.4 Refund Requests. Except as provided in Section 19.3 and Section 8.1, fees for Services performed are not refundable. Any refund request must be made in writing within thirty (30) days after completion of the Services.

20. Review and Acceptance

20.1 A Deliverable is delivered when Risingline provides it, or access to it such as a staging link, and notifies Client. Client will review each Deliverable promptly. A Deliverable is accepted when Client approves it in writing, when the Website launches at Client’s direction, or ten (10) business days after delivery if Client has not provided specific written objections, whichever occurs first.

20.2 Risingline will correct defects in its own work (failures to conform to the Proposal, Statement of Work, or Request for Services that describes the work) that Client reports in writing within thirty (30) days after acceptance at no charge. Changes requested after acceptance that are not defects are Change Requests.

20.3 Inactive Projects. If a project is inactive for sixty (60) days because Client has not provided materials, decisions, or approvals, Risingline may, after ten (10) days’ written notice, invoice for Services performed as determined under Section 16.2 and close the project. Resuming a closed project is a new Request for Services at the rates and terms then in effect.

21. Website and Application Design and Development

21.1 Risingline builds Websites and web applications using Risingline Materials and Third-Party Materials selected in its professional judgment. Deliverables are tested in current versions of major browsers and on common device sizes at the time of delivery. Browsers, devices, standards, and Third-Party Services change over time; continued compatibility is maintained under Managed Web Services and is not otherwise guaranteed.

21.2 Launch requires Client’s approval of the Website and, where Risingline does not host the Website, Client’s timely provision of hosting and domain access.

21.3 If Client does not order Managed Web Services, Risingline’s responsibility for the Website ends at launch or delivery, except for the warranty in Section 8.1, defect correction under Section 20.2, and support and changes Client requests and Risingline provides under this Part at the rates in the Schedule or the Engagement Terms. Client is responsible from launch or delivery for hosting, security, backups, updates, accessibility, and compliance.

21.4 Client-Held Services. Where a Website or application runs on Client-Held Services, Risingline sets them up and configures them as described in the Engagement Terms, a Proposal, or a Statement of Work, in Client’s name, and Client holds the accounts, pays their fees, and may revoke Risingline’s access at any time. Risingline is responsible for the security of its own logins to those accounts for as long as it holds them and, until launch or delivery, for the configuration it makes on them; Client is responsible for the accounts themselves, their payment, and the owner credentials. From launch or delivery, Client is responsible for the accounts, their security, backups, updates, and the data on them, except for work Risingline performs at Client’s request and except while Risingline administers them under a Managed Web Services plan. Risingline’s access to a Client-Held Service to perform the Services does not make it a system Risingline administers for purposes of Sections 10 and 28. When Services for a Website or application on Client-Held Services end, Risingline will tell Client in writing what is complete and what is not, will commit its work to Client’s code repository on payment of all amounts due (Section 6.8), and will remove its own logins from the Client-Held Services unless Client asks it to keep them.

21.5 Third-Party Platforms and Interfaces. An application that connects to a third-party platform depends on that platform’s interfaces, terms, availability, and pricing, which may change without notice. Risingline builds to the interfaces available at the time of delivery and does not warrant that a connection will continue to work if the provider changes it; updating a connection after such a change is a Request for Services.

21.6 Client Data in Applications. Unless the Engagement Terms provide otherwise, an application Risingline builds does not store data about Client’s own clients or customers on systems Risingline administers. Such data is held on Client-Held Services, by Third-Party Services, or on systems the Engagement Terms identify, and Section 10.5 applies to it.

22. Graphic Design, Branding, and Logo Design

22.1 Concepts, revision rounds, and deliverable formats are described in the Proposal. Additional concepts or revision rounds are billed at the rates in the Schedule.

22.2 Client approves final artwork and print proofs before production. Risingline is not responsible for errors in materials Client approved, for variations in color between screen and print, or for the quality, timing, or errors of printers and other production vendors, which are Third-Party Services. Client pays production costs under Section 5.6.

22.3 Fonts, stock images, and other Third-Party Materials used in branding are licensed to Client where a license is required for Client’s use, and Client is responsible for complying with those licenses. Logos and trademarks are addressed in Section 6.5.

23. Copywriting and Consulting

23.1 Written content, including copy Risingline drafts with human writers or artificial intelligence tools, is governed by Sections 4.3 and 12.5 through 12.8. Risingline is not responsible for content Client approves.

23.2 Consulting recommendations are professional opinions based on the information Client provides and on conditions at the time. Decisions based on them are Client’s own, and Risingline does not guarantee any outcome.

Part 3. Managed Web Services

24. Plans and Scope

24.1 Managed Web Services are provided only if the Engagement Terms, or a Proposal or Statement of Work that is part of this Agreement, orders a plan and states the plan level, the monthly fee, and the service start date. Where a plan is ordered by a Proposal or Statement of Work, references in this Part and in the Schedule to the Engagement Terms include that document. Plan descriptions are in the Schedule; the monthly fee and any plan allowances are stated in the document that orders the plan. Unused allowance does not carry over between billing periods.

24.2 Included Services. Subject to the Schedule and Client’s plan, Managed Web Services include: (a) hosting administration through Managed Infrastructure; (b) TLS certificates and encrypted connections; (c) a content delivery network with firewall protection and mitigation of denial-of-service attacks; (d) backups of Website files as described in the Schedule; (e) maintenance updates to the Website’s framework, code, and configuration within its current major framework version, to keep it working with supported browsers; (f) malware scanning and security review of the systems Risingline administers; (g) content changes requested by Client within the plan’s allowance, or at the rates in the Schedule if the Engagement Terms state no allowance; (h) accessibility upkeep of Risingline-maintained pages against the Accessibility Standard; (i) upkeep of the privacy tooling described in Section 11.4; and (j) upkeep of the Website’s technical search structure, such as sitemap, metadata, and indexing configuration.

24.3 Excluded Services. Unless included in a Proposal or the Schedule, Managed Web Services do not include: (a) redesigns, new sections, new features, new application components, and migrations to a new major framework version or platform, which are Project Services (Risingline will advise Client when a migration is recommended and quote it as Project Services); (b) content creation beyond the plan’s allowance; (c) management of off-site properties such as business listings, social media, review platforms, or advertising accounts; (d) Client-Held Services and Client’s customer relationship management and marketing platforms; (e) fees for Third-Party Services other than Managed Infrastructure; (f) search engine marketing, advertising, or content marketing; (g) legal review of content or policies; and (h) third-party platforms and installations outside the Website, such as a separately hosted blog, unless included in the Engagement Terms. Self-hosted content management installations are Client’s responsibility for updates, security, and backups even where Risingline installed them, unless a Proposal includes their maintenance.

24.4 How Changes Are Made. Client submits change requests to its Risingline contact. Risingline makes all changes to the Website; Client does not receive direct access to hosting, code repositories, or administrative systems, which is part of the security model of the Services. Client is responsible for the accuracy of the content it requests, and Sections 12.5 through 12.8 apply to content changes under Managed Web Services. Changes Risingline reports as complete are accepted unless Client objects in writing within ten (10) business days. This does not affect Client’s ownership of the Work Product under Section 6.2. Client may request a copy of the Website files at any time at the rates in the Schedule and receives them at termination under Section 27.4.

24.5 Response Targets. Risingline’s response targets are stated in the Schedule. They are targets, not guarantees. Risingline prioritizes security issues and outages over routine requests.

25. Term, Billing, and Changes

25.1 Start and Term. Managed Web Services begin on the service start date in the Engagement Terms. If the Engagement Terms state an initial term, the plan continues for that term and then month to month. Otherwise the plan is month to month from the start date.

25.2 Billing. The monthly fee is billed in advance for each billing period, monthly unless the Engagement Terms state annual billing, and is charged to Client’s payment method on file or invoiced and due on receipt. Fees for a partial first month are prorated.

25.3 Fee Changes. After any initial term, Risingline may change the monthly fee on at least sixty (60) days’ written notice. If Client does not wish to continue at the new fee, Client may terminate the plan effective on the date the change would take effect, without penalty, by written notice before that date.

25.4 Plan Changes. Client may upgrade its plan at any time, effective at the next billing period. Downgrades take effect at the first billing period beginning at least thirty (30) days after Client’s written request.

26. Suspension for Nonpayment

26.1 If any amount is thirty (30) days past due, Risingline may, after ten (10) days’ written notice, suspend content changes, support, and other non-essential services while keeping the Website online.

26.2 If any amount remains unpaid sixty (60) days past due, Risingline may, after written notice, take the Website offline and terminate Managed Web Services under Section 16.4.

26.3 Monthly fees continue to accrue during suspension. Reinstatement requires payment of all amounts due plus the reinstatement fee in the Schedule. Risingline is not liable for the consequences of a suspension or removal under this Section.

27. Termination and Offboarding

27.1 Notice. After any initial term, either party may terminate Managed Web Services on thirty (30) days’ written notice. Risingline may also terminate under Sections 16.3 and 16.4. If Client terminates Managed Web Services during an initial term other than under Section 25.3 or Section 17.4, Client will pay an early termination fee equal to fifty percent (50%) of the monthly fees for the remainder of the initial term, due on the termination date.

27.2 Fees. Fees paid for periods after the termination date are refunded on a pro-rata basis, except where Risingline terminates for cause or nonpayment.

27.3 During the Notice Period. Risingline keeps the Website online and continues the plan through the termination date. Client should arrange new hosting before that date. Risingline will make the DNS changes Client requests for the transition during the notice period.

27.4 Offboarding Package. Within fifteen (15) business days after the termination date and payment of all amounts due, other than amounts disputed in writing under Section 5.2 before notice of termination, Risingline will deliver to Client a copy of the deployed Website files (including Work Product, Risingline Materials licensed under Section 6.3, and Client Materials in Risingline’s possession) and the Client-specific configuration needed to run the Website in a standard hosting environment, in standard formats, together with the Website’s DNS records, a list of the Third-Party Services used with the Website, any credentials that belong to Client, and, on request made within thirty (30) days after the termination date, an export of the reasonably available data held for the Website in Managed Infrastructure. The package does not include Risingline’s repository history, deployment workflows, internal tooling, or credentials for Risingline’s accounts, and Risingline does not transfer its Managed Infrastructure accounts. Data held in Client-Held Services is Client’s to retrieve directly. If amounts due are not paid within thirty (30) days after the termination date, Risingline has no obligation to deliver the package.

27.5 After Termination. After the termination date, Managed Infrastructure ends for the Website, and Risingline may remove the Website and related data from its systems thirty (30) days after the termination date or, if later, when the offboarding package under Section 27.4 has been delivered or Client’s right to it has lapsed. Client and any new provider are responsible from the termination date for the security, maintenance, backups, accessibility, and compliance of the Website. Transition assistance beyond the offboarding package, such as coordination with a new provider or DNS changes, is available at the rates in the Schedule.

28. Backups and Restoration

28.1 Risingline arranges, through Third-Party Services, backups of the Website files on the systems it administers, on the schedules and retention periods those services provide, which Risingline may change. Backups exist to help restore the Website and are not an archive of Client’s data. Risingline does not warrant that any particular backup exists, is complete, or can be restored. Client keeps its own copies of Client Materials under Section 4.6.

28.2 Data held by Third-Party Services, including form and intake submissions, email, and analytics, is stored and backed up under those services’ terms.

28.3 When a backup is available, Risingline will use commercially reasonable efforts to restore the Website from it. Restoration is included when the loss arises within the hosting environment Risingline administers. Rollbacks and restorations requested for other reasons, such as reversing Client-requested changes, are billed at the rates in the Schedule.

Part 4. Engagement Terms

Part 4 (Sections 29 through 32) is completed and signed for each engagement and is not reproduced on this page. Section 29 identifies Client and the Services ordered, Section 30 lists the Proposals and Statements of Work that are part of this Agreement, Section 31 records any Additional Provisions, and Section 32 carries the signatures.

Exhibit A. Service Schedule

Risingline may update this Schedule as provided in Section 5.9 of the Agreement.

A.1 Standard Rates

Web and application development, design, integrations, and maintenance: $155 per hour, one-hour minimum
Graphic design, design for print, and copywriting: $155 per hour, one-hour minimum
Consulting: $225 per hour, one-hour minimum
Services billed as performed (Section 18.4): one-hour minimum per request, then in quarter-hour increments, unless the Engagement Terms state otherwise
Expedited or rush work: add 20 percent
Restart fee (Section 4), reinstatement fee (Section 26), and chargeback or payment dispute administrative fee (Section 5.5): one hour at the web development rate

A.2 Managed Web Services Plans (if ordered)

Essential: a professionally managed website, including the services in Section 24.2.
Professional: Essential plus enhanced branding, conversion strategy, expanded content, priority support, and ongoing refinement, as described in the Proposal or plan description.
Custom: Professional plus operational systems, workflow automation, portals, integrations, lead scoring, and specialized development, as described in a Proposal.

Monthly fees, content-change allowances, and any included Third-Party Service fees are stated in the Engagement Terms.

A.3 Security and Maintenance Measures (systems Risingline administers under a Managed Web Services plan or by written agreement)

Risingline applies these measures using commercially reasonable efforts, in part through the Managed Infrastructure listed in A.6 (Section 10.1).

TLS certificates and encrypted connections for the Website
Content delivery network with firewall protection and denial-of-service mitigation
Backups of Website files through Third-Party Services (Section 28)
Automated malware scanning
Updates to the Website framework, code, and configuration
Access to hosting, code repositories, and administrative systems limited to Risingline and its subcontractors, with all changes made through Risingline
Forms, payment processing, and other collection of personal information handled through Third-Party Services rather than on the Website’s server, unless a Proposal states otherwise

A.4 Accessibility Standard

Web Content Accessibility Guidelines (WCAG) 2.1, Level AA, as published by the World Wide Web Consortium. Risingline may adopt a later version by updating this Schedule.

A.5 Response Targets

Risingline acknowledges requests within one (1) business day. Business days are Monday through Friday, Mountain Time, excluding United States federal holidays. Security incidents and outages are addressed ahead of routine requests. Completion times depend on the scope of the request.

A.6 Managed Infrastructure (applies when a Managed Web Services plan is ordered)

Selected, paid for, and administered by Risingline as part of Managed Web Services (Section 13.2), by category. Risingline chooses the providers, may change them, and will identify the current providers for Client’s Website on request. Where no plan is ordered, these categories of service may still be used, but as Client-Held Services (A.7).

Hosting
Content delivery, firewall, and TLS
Code repository and deployment
Forms and intake
Analytics and tag management
Cookie consent and privacy tooling
Electronic signature and other integrations, as stated in the Proposal

A.7 Client-Held Services (where the Services involve them)

Held in Client’s name; Client opens, owns, pays for, renews, and secures them (Sections 13.2 and 13.4).

Domain registration: Client’s own registrar account. Where Risingline helps Client open one, it remains a Client-Held Service.
Email: Client’s own account with the email provider of its choice
Where no Managed Web Services plan is ordered: the hosting, content delivery, code repository, and other services on which a Website or application runs, including any API or AI-service account an application uses, set up in Client’s name under Section 21.4 and identified in the Engagement Terms, a Proposal, or a Statement of Work
Any other service for which Client is the customer of record, including payment processing, practice management, marketing platforms, and blog platforms outside the Website

A.8 Backups and Restoration (applies when a Managed Web Services plan is ordered)

Backups of Website files are made through the hosting and security providers on the schedules and retention periods those providers offer, which may change. Restoration is included where the loss arises within the hosting environment Risingline administers; other restorations are billed at standard rates (Section 28).

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