Client Services Agreement

1. Services

Rogue Productions LLC provides creative, technical, and consulting services, which may include:

• Website design and development;
• Start-up website and domain packages;
• Hosting setup and configuration;
• Domain-related assistance;
• Branding and design services;
• Content creation;
• Digital strategy;
• Technical consulting;
• Custom creative or technology solutions.

The specific scope, deliverables, timeline, fees, and project requirements for each engagement shall be described in the applicable proposal, invoice, estimate, statement of work, order confirmation, or other written agreement.

In the event of a conflict between this Agreement and a project-specific written agreement, the project-specific agreement shall control with respect to that project.

2. Client Responsibilities

Client agrees to provide timely feedback, approvals, content, copy, images, credentials, access, materials, information, and other items reasonably required for Rogue Productions LLC to perform the Services.

Client is responsible for ensuring that all materials provided to Rogue Productions LLC are accurate, lawful, complete, and do not infringe upon the rights of any third party.

Rogue Productions LLC shall not be responsible for delays, missed deadlines, additional costs, or project limitations caused by Client’s failure to provide required materials, approvals, access, or feedback in a timely manner.

3. Scope of Services

Services are limited to the scope described in the applicable proposal, invoice, estimate, statement of work, or written project agreement.

Requests for additional features, pages, functionality, revisions, consulting, integrations, content, design changes, troubleshooting, or other work outside the agreed scope may require:

• A revised quote;
• A change order;
• Additional fees;
• A revised timeline;
• Written approval from both parties.

Rogue Productions LLC is not required to perform work outside the agreed scope unless such work is approved in writing.

4. Fees and Payment Terms

Fees for Services shall be described in the applicable proposal, invoice, estimate, order confirmation, or project agreement.

Unless otherwise stated in writing:

• All fees are quoted and payable in United States Dollars (USD);
• Payment is due according to the payment schedule listed in the applicable proposal or invoice;
• Deposits are due before work begins;
• Client is responsible for all applicable taxes, duties, processing fees, domain fees, hosting fees, subscription fees, third-party charges, and related expenses;
• Rogue Productions LLC may suspend or withhold Services if payment is not received when due.

All payment transactions may be processed through secure third-party payment processors. Rogue Productions LLC does not store credit card numbers or sensitive financial data on its servers.

5. Deposits

Deposits are non-refundable and are used to reserve project time, begin discovery, planning, strategy, research, design, development, configuration, and other initial work.

Payment of a deposit does not transfer ownership or usage rights in any deliverables unless and until all amounts owed for the applicable project have been paid in full.

6. Late Payments and Collection Costs

Invoices not paid by the due date may accrue interest at a rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is less.

If payment is not received within thirty (30) days of the due date, Rogue Productions LLC reserves the right to pursue collection of the outstanding balance.

Client agrees to reimburse Rogue Productions LLC for reasonable costs incurred in collecting unpaid amounts, including but not limited to collection agency fees, administrative costs, court costs, and reasonable attorneys’ fees to the extent permitted by law.

All outstanding payment obligations remain due regardless of project suspension, termination, abandonment, or cancellation.

7. Chargeback Protection

Client agrees not to initiate a chargeback, payment dispute, reversal, or similar action with a bank, credit card provider, or financial institution without first contacting Rogue Productions LLC and providing a reasonable opportunity to resolve the matter in good faith.

If Client initiates an improper chargeback or payment dispute for amounts owed, Client remains responsible for the disputed amount, any chargeback fees, collection costs, administrative costs, and reasonable attorneys’ fees incurred by Rogue Productions LLC to the extent permitted by law.

8. Suspension or Disabling for Non-Payment

Rogue Productions LLC reserves the right to suspend, disable, remove, restrict access to, withhold delivery of, or revoke licenses related to any websites, hosting environments, accounts, services, deliverables, files, domains, integrations, or project materials associated with a project if Client fails to meet payment obligations.

Such suspension or disabling does not waive Client’s obligation to pay outstanding amounts.

Rogue Productions LLC shall not be liable for any losses, business interruption, lost revenue, data loss, reputational harm, or other damages resulting from suspension or disabling due to non-payment.

9. Project Abandonment

If Client fails to respond to requests for information, materials, approvals, access, feedback, or communication for a period exceeding thirty (30) consecutive days, the project may be deemed abandoned at Rogue Productions LLC’s discretion.

If a project is deemed abandoned:

• All payments made are non-refundable;
• Rogue Productions LLC may invoice Client for work performed through the abandonment date;
• Any remaining balance for completed or partially completed work becomes immediately due;
• Project timelines, pricing, and availability are no longer guaranteed;
• Resuming the project may require a new proposal, revised timeline, restart fee, or additional payment.

10. Refund Policy for Services

Refund eligibility for technical configuration, digital strategy, consulting, design, development, and other custom service work may be determined on a case-by-case basis and is governed by the applicable proposal, invoice, statement of work, project agreement, or other written agreement.

All sales of website packages and domain-related services are final and non-refundable.

Unless otherwise stated in writing:

• Deposits are non-refundable;
• Payments for website packages are non-refundable and purchases are final;
• Payments for domain-related services are non-refundable and purchases are final;
• Domain purchases, domain registrations, domain renewals, DNS configuration, hosting setup, hosting fees, software subscriptions, licensing fees, third-party integrations, payment processing fees, and other third-party or non-recoverable costs are non-refundable;
• Refunds are not available for time already spent on consultation, discovery, research, strategy, planning, design, development, configuration, troubleshooting, project management, communication, or other work performed;
• Refunds are not available for completed work, partially completed work, or work approved by Client;
• Refunds are not available for delays caused by Client, including delays in providing content, access, credentials, feedback, approvals, or required materials;
• Refunds are not available due to Client’s change of mind, change in business needs, cancellation, failure to use the Services, or decision not to proceed after work has begun;
• Requests for changes beyond the agreed project scope may incur additional fees and are not grounds for refund.

If Rogue Productions LLC fails to deliver agreed-upon custom services that are not part of a non-refundable website package or domain-related service, Rogue Productions LLC may, in its sole discretion, issue a prorated refund, credit, or adjustment for undelivered portions of the applicable custom service work.

Any refund, credit, or adjustment provided by Rogue Productions LLC in one instance shall not create any obligation to provide similar refunds, credits, or adjustments in the future.

Nothing in this Section limits any rights or remedies that cannot be waived under applicable law.

11. Intellectual Property and Ownership

Company Intellectual Property

Rogue Productions LLC retains ownership of all pre-existing intellectual property, including but not limited to tools, templates, frameworks, workflows, source code libraries, development methods, design systems, methodologies, processes, know-how, software components, and other materials used in providing the Services.

Nothing in this Agreement transfers ownership of Rogue Productions LLC’s pre-existing intellectual property to Client.

Ownership Contingent Upon Full Payment

All intellectual property rights, ownership rights, license rights, and usage rights in any deliverables created by Rogue Productions LLC remain the sole property of Rogue Productions LLC until full payment for the applicable project has been received.

Until full payment is made, Client receives no ownership rights, license rights, or usage rights in any deliverables, designs, websites, files, copy, code, graphics, strategies, concepts, or other project materials.

Client may not use, publish, copy, modify, transfer, launch, distribute, or commercially exploit any deliverables until all amounts owed for the applicable project have been paid in full.

Client Deliverables

Upon full payment of all amounts owed for the applicable project, Client receives a perpetual, non-exclusive license to use the final approved deliverables for their intended business purpose, unless otherwise stated in a written agreement.

Unless expressly stated otherwise in writing, Rogue Productions LLC retains ownership of:

• Underlying code libraries;
• Frameworks;
• Templates;
• Tools;
• Systems;
• Processes;
• Source files not expressly included in the project scope;
• Development methodologies;
• Reusable design or technical components;
• Pre-existing intellectual property.

Editable source files, raw files, layered files, development repositories, administrative credentials, and other working files are not included unless expressly stated in the applicable project agreement.

12. Client Materials

Client retains ownership of materials Client provides to Rogue Productions LLC, including logos, brand assets, text, images, videos, business information, product details, and other content supplied by Client.

Client grants Rogue Productions LLC a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, display, and process Client materials solely as necessary to perform the Services.

Client represents and warrants that Client owns or has the necessary rights, licenses, and permissions to provide all Client materials and that such materials do not infringe upon the rights of any third party.

Client agrees to indemnify Rogue Productions LLC for claims arising from Client-provided materials.

13. Portfolio Rights

Unless otherwise agreed in writing, Rogue Productions LLC retains the right to display completed projects, designs, websites, screenshots, case studies, summaries, and related work in its portfolio, marketing materials, social media, proposals, presentations, and promotional content.

If Client requires confidentiality or does not want work displayed publicly, Client must request this in writing before project completion.

14. Third-Party Services

Projects may require or involve third-party services, including but not limited to hosting providers, domain registrars, payment processors, email platforms, cloud infrastructure providers, plugins, themes, APIs, software tools, analytics platforms, marketing platforms, and other third-party systems.

Rogue Productions LLC is not responsible for the uptime, performance, security, pricing, policies, terms, availability, compatibility, changes, errors, failures, or actions of third-party providers.

Client is responsible for reviewing and complying with the terms and policies of any third-party services used in connection with the project.

Unless otherwise stated in writing, Client is responsible for all third-party fees, subscriptions, renewals, licenses, and related costs.

15. Disclaimers and Warranties

THE SERVICES AND DELIVERABLES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS UNLESS OTHERWISE EXPRESSLY STATED IN WRITING.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ROGUE PRODUCTIONS LLC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

ROGUE PRODUCTIONS LLC DOES NOT WARRANT THAT:

• THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;
• ANY WEBSITE, PLATFORM, OR DELIVERABLE WILL BE FREE FROM BUGS OR TECHNICAL ISSUES;
• THIRD-PARTY SERVICES WILL REMAIN AVAILABLE OR FUNCTION AS EXPECTED;
• THE RESULTS OF THE SERVICES WILL MEET CLIENT’S EXPECTATIONS;
• ANY ERRORS WILL BE CORRECTED WITHOUT ADDITIONAL FEES UNLESS EXPRESSLY INCLUDED IN THE PROJECT SCOPE.

Rogue Productions LLC makes no guarantees regarding business results, revenue, profits, leads, sales, website traffic, search engine rankings, conversion rates, advertising performance, audience growth, or other commercial outcomes resulting from the Services.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ROGUE PRODUCTIONS LLC, ITS OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AGENTS, CONTRACTORS, AFFILIATES, SUCCESSORS, OR ASSIGNS BE LIABLE FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES;
• LOSS OF PROFITS, REVENUE, DATA, GOODWILL, USE, BUSINESS OPPORTUNITY, OR OTHER INTANGIBLE LOSSES;
• DAMAGES ARISING FROM CLIENT’S USE OF OR INABILITY TO USE THE SERVICES OR DELIVERABLES;
• DAMAGES ARISING FROM THIRD-PARTY SERVICES, PLATFORMS, PROVIDERS, OR SOFTWARE;
• DAMAGES ARISING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF DATA;
• DAMAGES ARISING FROM DELAYS CAUSED BY CLIENT OR THIRD PARTIES;
• DAMAGES ARISING FROM SUSPENSION, DISABLING, OR TERMINATION DUE TO NON-PAYMENT.

This limitation applies whether based on warranty, contract, tort, negligence, strict liability, or any other legal theory, regardless of whether Rogue Productions LLC has been advised of the possibility of such damages.

IN NO EVENT SHALL ROGUE PRODUCTIONS LLC’S TOTAL AGGREGATE LIABILITY TO CLIENT FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES EXCEED THE GREATER OF:
(A) THE TOTAL AMOUNT CLIENT PAID TO ROGUE PRODUCTIONS LLC FOR THE SPECIFIC PROJECT GIVING RISE TO THE CLAIM; OR
(B) ONE HUNDRED UNITED STATES DOLLARS ($100.00).

17. Indemnification

Client agrees to indemnify, defend, and hold harmless Rogue Productions LLC, its officers, directors, members, employees, agents, contractors, affiliates, successors, and assigns from and against any claims, damages, losses, liabilities, judgments, settlements, costs, and expenses, including reasonable attorneys’ fees and legal costs, arising out of or related to:

• Client’s breach of this Agreement;
• Client’s failure to pay amounts owed;
• Client-provided materials;
• Client’s violation of any law or regulation;
• Client’s violation of any third-party rights, including intellectual property, privacy, or publicity rights;
• Claims relating to Client’s products, services, business, website content, advertising, or representations;
• Any misrepresentation made by Client.

18. Termination

Rogue Productions LLC may terminate or suspend Services immediately, with or without notice, if:

• Client fails to make payment when due;
• Client breaches this Agreement;
• Client fails to provide required materials, access, approvals, or communication;
• Client engages in abusive, unlawful, or inappropriate conduct;
• The project is deemed abandoned;
• Continued work would create legal, ethical, technical, or business concerns for Rogue Productions LLC.

Client may terminate a project by providing written notice. Termination does not relieve Client of the obligation to pay for work already performed, expenses incurred, third-party fees, or any outstanding balance owed.

Upon termination:

• All unpaid amounts become immediately due;
• Rogue Productions LLC may suspend or withhold deliverables;
• Client may lose access to unpaid work product;
• All provisions that by their nature should survive shall survive, including payment obligations, intellectual property, disclaimers, indemnification, limitation of liability, and dispute resolution.

19. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, United States of America, without regard to conflict-of-law principles.

Any dispute, claim, or controversy arising out of or relating to this Agreement, the Services, or any project shall first be attempted to be resolved through good-faith negotiation between the parties for a period of thirty (30) days.

If the dispute cannot be resolved through good-faith negotiation, it shall be submitted to binding arbitration administered in Escambia County, Florida, in accordance with the rules of the American Arbitration Association.

The decision of the arbitrator shall be final and binding on both parties, and judgment upon the award may be entered in any court having jurisdiction.

The prevailing party in any arbitration or legal proceeding may be entitled to recover reasonable attorneys’ fees, costs, and expenses to the extent permitted by law.

CLIENT AND ROGUE PRODUCTIONS LLC AGREE THAT ANY PROCEEDINGS SHALL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS. NEITHER PARTY SHALL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, REPRESENTATIVE ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING.

20. Force Majeure

Rogue Productions LLC shall not be liable for any failure or delay in performing its obligations if such failure or delay results from circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, epidemics, war, terrorism, riots, civil unrest, government actions, labor disputes, fire, flood, earthquake, utility interruptions, cyberattacks, internet failures, telecommunications failures, or disruptions in third-party services, hosting providers, domain registrars, cloud providers, or payment processors.

21. Severability

If any provision of this Agreement is held invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the original intent.

The remaining provisions shall continue in full force and effect.

22. Entire Agreement

This Agreement, together with any applicable proposal, invoice, statement of work, order confirmation, written project terms, Terms of Service, and Privacy Policy, constitutes the entire agreement between Client and Rogue Productions LLC regarding the Services.

This Agreement supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, regarding the subject matter herein.

No waiver of any provision shall be deemed a further or continuing waiver of such provision or any other provision. Rogue Productions LLC’s failure to assert any right or provision shall not constitute a waiver.

23. Changes to This Agreement

Rogue Productions LLC may update this Agreement from time to time. For active projects, the version in effect at the time Client approves the proposal, pays the invoice, or otherwise engages Rogue Productions LLC shall generally govern that project unless otherwise agreed in writing.

Continued engagement of Rogue Productions LLC after updated terms are posted or provided constitutes acceptance of the updated Agreement.

24. Contact Information

If you have questions about this Client Services Agreement, please contact:

Rogue Productions, LLC
Pensacola, FL
Website: rogueproductions.net/contact