Iron Edge Digital — Terms of Service

2.1 Definitions

• Base Build: The deliverables completed at initial launch (the version you own after final payment).
• Updates: Changes, improvements, or new features delivered under the monthly subscription.
• Export: Preparation and delivery of a copy of the project files as of the export date (e.g., code repository, assets, and configuration notes), excluding third‑party software and Iron Edge Digital internal tools, which remain subject to their respective licenses.
• Builder Tools: Our pre‑existing or reusable components, frameworks, libraries, snippets, and internal know‑how used to build your deliverables (licensed to you as embedded only).
• Plan Summary: The plan/package description you purchased (features, edit credits, response times, limits), incorporated by reference.

2.2 What we deliver

Your plan includes the launch/onboarding items and ongoing managed services described in your Plan Summary. Typical inclusions: managed hosting, SSL (auto‑renew), daily backups (~14‑day retention), uptime monitoring, DNS management, analytics wiring, spam protection, and the edit‑credit system. If a conflict exists, a signed order/SOW controls, then the Plan Summary, then these Terms.

2.3 Edits & response times

Plans include monthly edit credits (≈20 minutes each) in the quantity listed in your Plan Summary. Credits are for minor content/style changes, not net‑new features or redesigns. Credits roll for 60 days then expire; they’re not currency and have no cash value. Response‑time SLAs vary by plan (e.g., 72/48/24 hours). Larger requests may consume multiple credits or be quoted as a project. Send edit requests to support@ironedgedigital.com.

2.4 Billing, cancellations, and prepay

Recurring billing is prepaid for the upcoming period and anchors to your signup date. No mid‑period proration by default.

Cancel anytime. Cancellation takes effect at the end of the current billing period. Prepaid amounts are non‑refundable unless required by law.

Late payments: 7‑day grace; we may place the site behind a temporary maintenance page until settled.

Taxes & changes: Prices exclude applicable taxes. We may adjust plan pricing/features prospectively with notice.

2.5 Ownership & license

Base Build. Upon receipt of full payment for the Base Build, Iron Edge Digital assigns to Client all right, title, and interest in the Base Build, excluding (i) third‑party materials and (ii) Iron Edge Digital’s pre‑existing tools, frameworks, and know‑how (“Builder Tools”). Client receives a non‑exclusive license to use Builder Tools solely as embedded in the deliverables.

Updates. Updates delivered under the monthly subscription are licensed for Client’s use only while the subscription is active. Ownership of Updates transfers to Client upon payment of the Export Fee for the then‑current snapshot.

Third‑party & open source. Client is responsible for third‑party accounts/licenses (fonts, plugins, SaaS, etc.). Open‑source components remain subject to their respective licenses.

2.6 Handoff, Exports & Migrations

(a) Initial Handoff (included; Base Build). Within 5 business days after (i) launch and final payment or (ii) the end of your first paid month (whichever is later), we provide a one‑time Initial Handoff consisting of: a downloadable package (ZIP or repo transfer) of source code and compiled assets; a database/content export where supported; a .env.example; and a short README with setup instructions. The download link remains available for 30 days.

(b) Export of later snapshots (paid). Client may request an Export at any time. We will deliver the snapshot as of the Export date after payment of the Export Fee (for example, a flat fee or an amount equal to N months of the then‑current subscription). Exports exclude third‑party accounts/licenses and Builder Tools (except as compiled/embedded).

(c) What an Export includes. Code repository, design assets, and configuration notes sufficient to self‑host or hand off to another provider, subject to platform capabilities. We do not transmit secret values; you’ll populate environment variables using the .env.example.

(d) Early‑bird Export (discounted). If requested within 5 days of initial launch, discounted Export pricing may apply (see Exhibit B – Fee Schedule).

(e) Assisted Outbound Migration (paid). If you want us to move the site to infrastructure you control (e.g., your Vercel/AWS, another CMS/host, or your registrar/DNS), we offer Assisted Migration at hourly or fixed‑fee rates. This can include environment setup, dependency installation, CI/CD, SSL, DNS cutover, and a coordinated go‑live window.

(f) Inbound Migration (scoped). Coming from an existing site? We’re happy to migrate inbound to our managed stack. Standard onboarding includes a reasonable amount of content import and URL mapping; complex transforms may be quoted after discovery.

(g) No lock‑in. After Initial Handoff, you may self‑host, hire others, or request paid Assisted Migration at any time. We won’t withhold deliverables you’ve paid for or disable a site merely for requesting an export (normal billing terms still apply).

(h) Timelines. Standard Exports deliver within 5–10 business days of payment/authorization. Migration dates depend on your host/registrar access and change windows. DNS and third‑party propagation are outside our control.

(i) Data retention. We retain build artifacts/backup bundles for ≈30 days after delivery or cancellation (whichever is later) for operational reasons, after which they may be deleted.

(j) Cancellation & graceful exit. If Client cancels the subscription, the license to Updates ends at the close of the paid period. Client may purchase an Export of the last live snapshot within 30 days of cancellation.

2.7 Warranty (defects) vs changes (scope)

For 30 days after Initial Handoff (or for a feature delivered mid‑subscription, for 30 days after that feature’s delivery), we’ll remedy reproducible defects that cause the deliverables to materially fail to meet the agreed specifications, at no additional charge. “Defects” don’t include net‑new features, scope changes, third‑party outages/changes, or issues introduced by client/third‑party modifications.

2.8 Your responsibilities

Provide timely content, approvals, and access to accounts (registrar, hosting, analytics, APIs) needed to deliver the Services. Keep third‑party accounts in good standing when they’re under your ownership. Ensure your website complies with applicable laws (privacy/cookies, disclosures, accessibility, industry‑specific rules).

2.9 Third‑party tools

We configure or integrate third‑party services (e.g., GA4, Search Console, registrars/DNS, spam protection, CMS/host). We aren’t responsible for third‑party outages, policy changes, or deprecations. We’ll use reasonable efforts to help you adapt if a vendor changes something material.

2.10 Uptime, backups, and data recovery

Managed hosting targets 99.9% uptime and daily backups (~14‑day retention). Targets are not guarantees; credits/comp make‑goods are at our discretion for issues within our control. Disaster‑class events at your registrar/host or changes you make outside guidance may require paid recovery.

2.11 Support priorities

Email support during US business hours; critical outages are prioritized. First response within 1 business day unless your Plan Summary states faster SLAs.

2.12 SEO & performance notes

We build mobile‑first, optimize media, and aim for Core Web Vitals “Good” where feasible for your content. Rankings and traffic depend on many external factors; we don’t guarantee SEO outcomes.

2.13 Confidentiality

Each party will protect the other’s confidential information and use it only to deliver or receive the Services.

2.14 Data protection

We act as your service provider/processor for site data we touch while delivering Services. See our Privacy Policy for personal data handling, retention, and security controls.

2.15 Warranties & disclaimers

Except as expressly stated, the Services and deliverables are “as is.” We disclaim implied warranties of merchantability, fitness for a particular purpose, and non‑infringement to the fullest extent permitted by law.

2.16 Limitation of liability

To the maximum extent allowed by law, our total liability for any claim related to the Services is limited to the amounts you paid to us in the 3 months before the event giving rise to the claim. We’re not liable for indirect, incidental, special, exemplary, or consequential damages.

2.17 Indemnification

You agree to indemnify and hold us harmless from claims arising out of your content, your products/services, or your misuse of the Services.

2.18 Term; suspension; termination

These Terms run while you have an active plan. We may suspend/terminate for breach, non‑payment, illegal content, security risk, or material harm to service stability (with notice when feasible). Cancellation rules in §2.4 apply.

2.19 Changes to Terms

We may update these Terms occasionally. Material changes will be posted with a new effective date. Continued use after the effective date constitutes acceptance.

2.20 Governing law; venue

These Terms are governed by the laws of Texas (without regard to conflicts rules). Venue and jurisdiction: the state and federal courts located in Bexar County, Texas.

2.21 Miscellaneous

• No lock‑in; no exclusivity. These Terms don’t restrict you from working with others.
• Assignment. You may not assign these Terms without our consent, except to a successor in interest of your business. We may assign to an affiliate or in connection with a merger/sale.
• Force majeure. Neither party is liable for delays/failures due to events beyond reasonable control.
• Notices. We may send notices to your account email; you may send notices to support@ironedgedigital.com.
• Entire agreement; order of precedence. These Terms, your Plan Summary, and any signed order/SOW are the entire agreement. If there’s a conflict, a signed order/SOW controls, then the Plan Summary, then these Terms.
• Severability; waiver. If a provision is unenforceable, the remainder stays effective. Failure to enforce isn’t a waiver.

Exhibit A – Plan Summary

• Features per tier (edit credits, response SLAs, hosting specs).
• Storage/bandwidth assumptions and fair use.
• What needs a quote (new templates/sections, complex integrations, large migrations).
• Export multiplier N (if using the “≈ N months of plan” rule).

Exhibit B – Fee Schedule

• Assisted Migration (outbound): $___ fixed or $___/hr (2‑hour minimum).
• Inbound Migration: discovery‑based quote; simple imports may be included.
• Export fee (standard): $___ flat or ≈ N months of your plan.
• Early‑bird Export (≤5 days from launch): $___ flat or discounted multiplier.
• Additional packaging beyond standard scope: $___/hr (1‑hour minimum).
• Emergency/rush window: +___% or $___ after‑hours rate.

Exhibit C – Acceptable Content

No illegal content, malware, or material that violates third‑party rights.