Terms of Service

These Terms of Service ("Terms") govern your access to and use of the website, software, infrastructure, hosting, and professional services provided by Aspen Ridge Labs LLC ("ARL," "we," "us," or "our").

By accessing or using our website, purchasing our services, or entering into a signed service contract with ARL, you ("Customer," "Client," or "you") agree to be bound by these Terms and all incorporated policies.

If you are entering into these Terms on behalf of a company, organization, or other legal entity, you represent that you have the legal authority to bind that entity to these Terms.

ARL offers custom web application development, software engineering, cloud hosting, domain management, ongoing site maintenance, and technical consulting services.

The specific scope of work, deliverables, timelines, and payment structures for any project will be outlined in an executed Statement of Work (SOW), proposal, or signed service agreement between ARL and the Customer.

To enable ARL to deliver project work according to schedule, the Customer agrees to:

• Provide timely access to required accounts, content, assets, and branding materials.
• Designate a primary point of contact for project communications and approvals.
• Review and respond to deliverables, feedback requests, and approvals within agreed timeframes.
• Ensure all supplied materials do not infringe upon any third-party intellectual property or privacy rights.

Delays in providing required assets, feedback, or approvals may result in schedule adjustments and project deadline extensions.

Fees for ARL services are set forth in the applicable signed agreement or invoice.

Invoices are due upon receipt or within the specific timeframe designated on the invoice (e.g., Net 15 or Net 30).

Overdue balances may incur late fees or result in the temporary suspension of active services, hosting, or ongoing development until payment is received in full.

Maintenance, hosting, and recurring support plans are billed on a subscription basis (monthly or annually).

Subscriptions automatically renew at the end of each billing cycle unless canceled with written notice prior to the renewal date as specified in your agreement.

Where hosting or maintenance is provided by ARL, we manage infrastructure updates, security patches, and server availability in accordance with our service standards.

Hosting services are dependent on tier-one upstream cloud providers. Routine maintenance may occasionally require brief scheduled downtime, which will be communicated in advance when possible.

If a Customer chooses to terminate hosting or maintenance with ARL and transfer source code files or project assets to an external host or registrar, a standardized transfer fee (e.g., $500 code-file transfer fee) may apply as specified in the signed agreement.

Customers may not use ARL infrastructure, hosting, or developed applications for any unlawful purpose, including but not limited to hosting malicious code, engaging in unauthorized network scanning, sending unsolicited spam, or violating third-party privacy or intellectual property rights.

Any requests for features, functionality, or revisions beyond the original scope defined in an executed agreement will be documented in a Change Order and billed at ARL's standard hourly rate or an agreed fixed rate.

For premium domains, the customer must pay the difference between the actual annual registration cost and the $20 standard-domain allowance for each year of the requested registration term.

Premium-domain costs must be paid upfront for the applicable registration period.

For example, a domain costing $200 per year would have a premium difference of $180 per year.

ARL will contact the customer approximately 90 days before a premium domain expires to ask whether the customer wants to renew it.

If the customer elects to renew, the premium difference must be paid upfront again for the requested renewal term.

10.6 Domains After Maintenance Ends

When maintenance ends, the customer may choose whether to renew a domain registered by ARL.

If the customer elects to retain the domain through ARL, the renewal cost will be the actual annual registration cost plus a $25 administrative fee per renewal.

Domain renewals after maintenance ends are not automatic.

The customer is responsible for communicating their renewal decision in sufficient time to avoid expiration.

10.7 Domain Transfer

Customers may request that a domain be transferred to another registrar or otherwise transferred in accordance with applicable registrar requirements.

The customer is responsible for the remaining registration costs associated with the domain and a $50 administrative fee per domain transfer.

The $50 administrative fee is waived if the customer also pays the $500 code-file transfer fee.

Domain transfers remain subject to registrar rules, registration restrictions, and applicable policies.

10.8 Domain Abandonment

If a customer does not want to retain a domain registered by ARL, the customer may request that ARL discontinue renewal.

Where the customer has committed to a registration term under a signed contract, the customer remains responsible for the applicable remaining registration costs for that term, subject to the contract and applicable law.

11.1 ARL Intellectual Property

ARL retains ownership of its pre-existing and independently developed intellectual property, including:

• Templates and reusable code.
• Frameworks and software libraries developed or owned by ARL.
• Development tools and processes.
• Reusable components and technical systems.
• General know-how, methods, and techniques.
• Other materials not specifically assigned to the customer under a signed contract.

ARL may reuse its underlying intellectual property, templates, and reusable components in other projects, subject to applicable confidentiality obligations and third-party licensing restrictions.

11.2 Customer-Provided Materials

Customers retain ownership of materials they provide to ARL.

By providing materials to ARL, customers grant ARL a nonexclusive, worldwide, royalty-free license to use, reproduce, modify, adapt, display, and distribute those materials in connection with providing services and developing projects.

Customers also grant ARL permission to reuse and distribute nonconfidential materials in other projects and marketing activities, provided the materials do not contain private business information, confidential customer information, or other information that must be protected under applicable law or contract.

This license does not transfer ownership of customer-provided materials to ARL.

Customers represent that they have the necessary rights and permissions to provide these materials and grant the licenses described in this section.

11.3 Project Deliverables and Customer Usage Rights

Upon full payment and delivery, customers receive a perpetual, nonexclusive right to use their completed projects for their intended business or personal purposes, subject to the signed contract and applicable third-party licensing terms.

ARL retains ownership of its underlying code, templates, frameworks, reusable components, and other intellectual property unless the signed contract expressly states otherwise.

Customer usage rights continue after maintenance ends, subject to the terms of the applicable license and signed contract.

11.4 ARL Attribution

Customers must retain ARL's name and/or logo in both the customer-facing portion and the back end of completed projects.

Attribution must remain in place after maintenance ends.

Any exception to this requirement must be expressly agreed to in writing by ARL.

11.5 Third-Party Materials

Projects may include third-party software, libraries, fonts, images, APIs, or other materials governed by separate licenses or terms.

Customers agree to comply with applicable third-party licensing requirements.

ARL does not grant ownership or rights beyond those it is authorized to provide.

ARL may showcase completed projects in its portfolio, website, marketing materials, presentations, and other promotional activities at its discretion.

Examples of portfolio materials may include:

• Screenshots and visual representations of completed work.
• Project descriptions and summaries.
• Links to publicly available projects.
• General descriptions of services provided.

ARL will respect applicable confidentiality obligations, privacy requirements, and any project-specific restrictions established in a signed contract.

ARL retains discretion over which projects it chooses to showcase.

ARL will take reasonable measures to protect confidential business information, credentials, private customer data, and other information identified as confidential or reasonably understood to be confidential.

ARL will use confidential information as necessary to provide contracted services and fulfill its obligations.

ARL may disclose confidential information when required by law or when reasonably necessary to protect its rights, systems, or customers, subject to applicable law.

13.1 Anonymized and Aggregated Information

ARL may use anonymized or aggregated information for analytics, service improvement, research, and marketing, provided the information does not reasonably identify a customer or individual.

13.2 Industry-Specific Requirements

Customers operating in regulated industries, including healthcare, government, and banking, may require additional confidentiality, security, data-handling, or compliance provisions.

Any additional requirements must be established in a signed agreement.

ARL's obligations regarding regulated information are limited to the obligations expressly accepted in the applicable agreement and those imposed by applicable law.

ARL may rely on third-party providers to deliver services, including cloud infrastructure, domain registration, payment processing, authentication, analytics, communications, and other technology services.

Examples may include AWS, Cloudflare, Stripe, and other providers.

Third-party services are governed by their own terms, policies, service-level agreements, and limitations.

ARL is not responsible for outages, failures, policy changes, or other issues caused by third-party providers and outside ARL's reasonable control, except where responsibility cannot be excluded under applicable law.

ARL will make reasonable efforts to investigate and resolve third-party-related issues as quickly as possible.

Customers may be required to maintain separate accounts or agreements with third-party providers when necessary.

15.1 Service-Level Commitments

Where ARL provides hosting or infrastructure services, the applicable service-level agreement will align with the relevant upstream providers' service-level commitments, such as those offered by AWS, Cloudflare, or other providers.

The applicable agreement may identify the specific provider, service, uptime commitment, and credit eligibility requirements.

15.2 Excluded Downtime

Downtime caused by the following circumstances is not eligible for service credits:

• Customer-side errors or misconfiguration.
• Force majeure events.
• Large-scale internet routing failures.
• Distributed denial-of-service (DDoS) attacks.

Other exclusions may apply where specified in the applicable service-level agreement or upstream provider's policies.

15.3 Service Credits

Any approved service credits will be applied to the customer's account and deducted from the next invoice.

Credits are subject to the applicable service-level agreement and upstream provider requirements.

Unless otherwise required by law or expressly stated in a signed agreement, service credits are not cash refunds.

ARL provides support according to the applicable service or maintenance agreement.

Customers may submit support requests through ARL's designated support channels.

16.1 Urgent Support Tickets

For support tickets marked URGENT, ARL will make its best effort to respond to and/or resolve the issue within 24 hours.

The 24-hour period is a target and is not a guaranteed resolution time.

16.2 Delays

If ARL cannot respond to or resolve an urgent issue within the target period, ARL will communicate the delay and explain the reason to the customer.

Resolution times may depend on the complexity of the issue, customer cooperation, third-party providers, and other circumstances outside ARL's reasonable control.

17.1 Projects Without Maintenance

For projects delivered without a maintenance agreement, ARL provides a 90-day warranty beginning on the date of delivery.

During this period, ARL will address bugs and defects that prevent the project from functioning in accordance with the agreed-upon requirements, subject to the exclusions in these Terms and the signed contract.

17.2 Warranty Exclusions

The warranty is void if the customer or any third party modifies the project's code without ARL's involvement.

This includes modifications made by external developers, third-party services, or AI-powered tools.

The warranty does not cover new features, scope changes, customer-side errors, third-party service failures, or issues caused by unauthorized modifications.

17.3 Projects With Maintenance

For projects covered by an active maintenance agreement, bug fixes and defect resolution are governed by that agreement.

The maintenance agreement determines the scope of included support and maintenance services.

17.4 Overhauls and Billable Work

Major overhauls, redesigns, new features, and work outside the agreed scope are billed separately at the applicable hourly rate or other agreed pricing.

ARL will communicate in advance whether a requested fix is included under the warranty or maintenance agreement or will be treated as billable work.

ARL will take reasonable measures to protect the systems and information it manages.

Customers remain responsible for securing their own accounts, credentials, devices, systems, and customer-controlled data.

Customers are responsible for maintaining backups and records of data under their control.

ARL is not responsible for data loss, unauthorized access, or security incidents caused by customer-side negligence, improper credential storage, or customer-controlled systems, except to the extent responsibility cannot be excluded under applicable law.

Customers must promptly notify ARL of suspected security incidents involving ARL-managed services.

ARL will investigate reported issues and take reasonable steps to address incidents within its control.

ARL may suspend or terminate services when a customer violates these Terms, the signed contract, or applicable law.

The response will depend on the nature and severity of the violation.

19.1 Illegal Activities

If a customer uses an ARL-managed website, application, software, or service for illegal activities, ARL may terminate the applicable contract and services immediately.

The customer remains responsible for the applicable remaining contract balance, subject to the signed contract and applicable law.

19.2 Minor Violations

For minor violations, ARL will provide written notice describing the issue and give the customer 30 days to resolve it.

If the issue remains unresolved after the 30-day period, ARL may terminate the applicable contract.

The customer remains responsible for the applicable remaining contract balance, subject to the signed contract and applicable law.

19.3 Appeals

A customer may appeal a termination decision by submitting an appeal request to ARL.

ARL will review the appeal and determine whether the contract and services should be reinstated.

Appeal reviews may take up to 30 days.

If a customer requests an appeal following an ARL-initiated termination, the 30-day deadline for paying the remaining contract balance is paused until ARL issues its decision on the appeal.

No late fees, penalties, or other additional charges will be assessed solely because an appeal causes payment to extend beyond the original 30-day payment deadline.

If the appeal is denied, the customer will have the remaining portion of the original 30-day payment period to pay the outstanding termination balance. The period will resume when ARL communicates its decision.

If the appeal is approved and the contract is reinstated, the termination and associated payment obligations will be handled according to the reinstated contract.

19.4 Termination Payment Deadlines

Customer-initiated early termination: The applicable termination balance must be paid before cancellation is finalized.

ARL-initiated termination: If ARL terminates a contract, the applicable remaining contract balance is due in full within 30 days of the termination date, subject to the appeal provisions in Section 19.3.

If a customer requests an appeal, the payment deadline is paused until ARL communicates its decision. Appeal reviews may take up to 30 days.

If the customer fails to pay within the remaining payment period after an appeal is denied, the standard late-payment provisions apply.

All termination balances remain subject to the signed contract and applicable law.

19.5 Effect of Termination

Termination may result in the suspension or discontinuation of hosting, maintenance, support, subscriptions, and other services covered by the terminated agreement.

Customers remain responsible for outstanding payment obligations.

Project files, domains, and other materials will be handled in accordance with the signed contract and applicable provisions of these Terms.

20.1 Service Issues and Account Credits

If a service issue is caused by ARL's negligence, ARL will provide a prorated account credit for the affected service period, subject to the applicable agreement and applicable law.

If an issue is caused by circumstances outside ARL's reasonable control, including third-party provider outages, no prorated service credit will be provided unless required by law or the applicable service-level agreement.

20.2 Data Loss and Security-Related Damages

For proven damages resulting from data loss or security issues caused by ARL's negligence, ARL's total liability will be limited to the amount the customer paid ARL during the 12 months immediately preceding the event giving rise to the claim.

This limitation applies to the extent permitted by applicable law.

20.3 General Limitations

To the extent permitted by law, ARL is not responsible for indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, business interruption, or loss of business opportunities.

Nothing in these Terms excludes or limits liability that cannot legally be excluded or limited.

The limitations in this section do not override any specific written obligations or liability provisions in a signed contract.

To the extent permitted by law, customers agree to defend, indemnify, and hold harmless ARL and its owners, employees, contractors, and representatives from third-party claims, damages, liabilities, and reasonable legal expenses arising from:

• Materials or content supplied by the customer that infringe another party's rights.
• The customer's unlawful use of ARL services.
• The customer's violation of these Terms or a signed contract.
• The customer's failure to obtain necessary rights or permissions for supplied materials.
• The customer's violation of applicable law.

This obligation does not apply to the extent a claim results from ARL's own negligence, willful misconduct, or other conduct for which responsibility cannot legally be shifted to the customer.

ARL will not be responsible for delays or failures to perform caused by events beyond its reasonable control.

Such events may include:

• Natural disasters.
• Fires, floods, and severe weather.
• Power outages.
• Wars, terrorism, and civil unrest.
• Government actions or restrictions.
• Major internet disruptions or routing failures.
• Widespread infrastructure failures.
• Labor disputes.
• Other events beyond ARL's reasonable control.

ARL will make reasonable efforts to resume affected services or obligations when the event has ended.

This provision does not excuse payment obligations for services already provided or other obligations that cannot legally be excused.

ARL may update these Terms from time to time.

23.1 Minor Changes

Minor changes, including formatting updates, typographical corrections, clarifications, and other non-substantive changes, may be made without notifying customers.

23.2 Material Changes

For material changes, ARL will notify affected customers and require them to accept the revised Terms before the changes apply to their continued use of affected services, where applicable.

ARL may provide notice through email, customer accounts, or another reasonable communication method.

23.3 Existing Contracts

Signed contracts remain governed by their terms.

Changes to these general Terms do not automatically modify existing signed contracts.

If a signed contract conflicts with these Terms, the signed contract takes precedence for the services covered by that agreement.

These Terms are governed by the laws of the State of Wisconsin, without regard to conflict-of-law principles, subject to applicable mandatory laws.

24.1 Dispute Resolution

If a customer disputes an invoice, project outcome, or other contractual matter, the customer should contact ARL to attempt to resolve the issue before pursuing legal action.

ARL and the customer will work together in good faith to review relevant documentation, including:

• The signed contract.
• Agreed project requirements.
• Communications between the parties.
• Work performed and deliverables provided.
• Relevant invoices and payment records.

The parties will attempt to determine what was requested, what was agreed upon, and what was delivered.

If the parties cannot reach an agreement, either party may pursue legal action in a court of competent jurisdiction.

Nothing in this section prevents either party from seeking urgent legal relief when appropriate.

If any provision of these Terms is found to be invalid, unlawful, or unenforceable, the remaining provisions will remain in effect to the fullest extent permitted by law.

The invalid provision will be interpreted or modified only to the extent necessary to make it enforceable, where permitted by law.

A failure by ARL to enforce any provision of these Terms does not constitute a waiver of its right to enforce that provision or any other provision in the future.

Any waiver must be expressly agreed to in writing by ARL.

These Terms, together with any applicable signed service contract, maintenance agreement, service-level agreement, and other incorporated documents, constitute the agreement governing the relevant services.

A signed contract may establish additional or different terms for a specific customer or project.

If a signed contract conflicts with these general Terms, the signed contract takes precedence for the services covered by that agreement.