ONEWEB

1. Nature of Services: Plus One Web operates as an independent technology consultant and managed service partner. All services rendered are consultative in nature. Plus One Web designs, configures, deploys, and manages technology solutions on behalf of the Client using third-party platforms, tools, software, and hardware (“Third-Party Services”) that Plus One Web does not own, operate, or control. Plus One Web is brand-agnostic and vendor-agnostic, selecting Third-Party Services based on the Client’s needs and best available options. Plus One Web makes no representations regarding the ownership, operation, or long-term availability of any Third-Party Services used in the course of an engagement.
2. Scope of Work: The specific scope, deliverables, and fees for each engagement shall be defined in a mutually agreed-upon Statement of Work, Service Schedule, or written proposal (“SOW”). Each SOW is incorporated into this Agreement by reference. Services may include, but are not limited to: technology auditing, infrastructure design, cloud hosting configuration, web development, automated workflow development, IT management, brand strategy, and ongoing system administration. Plus One Web reserves the right to adjust the scope of services upon written notice when circumstances materially change.
3. Fees, Payment & Hardware Costs:
   1. Consultancy Fees: Client agrees to pay all consultancy fees specified in each SOW. All payments shall be made in U.S. dollars and are due upon receipt of the applicable invoice. Plus One Web may bill in advance for recurring managed services. Fee estimates for hourly or project-based work are provided for informational purposes; Client agrees to pay for actual services rendered at the agreed-upon rate.
   2. Hardware & Third-Party Costs: Depending on the project, Plus One Web may absorb or pass through to Client the cost of third-party hardware, software licenses, hosting fees, domain registrations, or other vendor charges. Any pass-through costs will be clearly identified in the applicable SOW or invoice. Client acknowledges that third-party pricing is subject to change by the respective vendor and is outside the control of Plus One Web.
   3. Taxes: Client is responsible for all applicable taxes, duties, and levies arising from the services, excluding taxes based on the net income of Plus One Web.
   4. Late Payment: Plus One Web reserves the right to suspend services if any invoice remains unpaid for more than forty-five (45) days from receipt. Suspended services may result in third-party service interruptions for which Plus One Web bears no responsibility.
4. Term & Termination:
   1. Unless otherwise specified in a SOW, this Agreement commences on the Effective Date and continues on a month-to-month basis. Either party may terminate this Agreement with thirty (30) days’ written notice to the other party.
   2. Either party may terminate this Agreement immediately if the other party: (i) fails to cure a material breach within thirty (30) days of written notice, or (ii) ceases operations without a successor. Termination does not relieve Client of the obligation to pay for services already rendered.
   3. Upon termination, Plus One Web will make commercially reasonable efforts to facilitate transition of services, documentation, and access credentials to the Client or their designated successor, subject to payment of any outstanding invoices. Sections 5 through 14 shall survive any expiration or termination of this Agreement.
5. Disclaimer of Warranties:
   1. ALL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. PLUS ONE WEB EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
   2. Plus One Web does not warrant or guarantee the performance, availability, uptime, or reliability of any Third-Party Services, platforms, hardware, or software used in the delivery of solutions. The Client acknowledges that Plus One Web builds and configures systems within third-party environments and that the operational performance of those systems is ultimately dependent on the third-party provider.
   3. Plus One Web does not guarantee specific business outcomes, revenue results, or return on investment from any services rendered. All projections, estimates, or forecasts are provided in good faith and are not binding commitments.
6. Service Levels & Uptime: Plus One Web does not offer Service Level Agreements (SLAs) or uptime guarantees. Plus One Web’s approach is to architect and configure systems that minimize downtime and maximize resilience. However, the actual uptime and availability of any deployed system is dependent upon the underlying Third-Party Services and infrastructure, which Plus One Web does not own or operate. Plus One Web will make commercially reasonable efforts to respond to and resolve reported issues in a timely manner, but response times are not guaranteed unless explicitly stated in a SOW.
7. Limitation of Liability:
   1. PLUS ONE WEB SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, BUSINESS INTERRUPTION, OR LOSS OF USE, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF PLUS ONE WEB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
   2. Plus One Web is not responsible for failures, outages, data loss, security breaches, or service interruptions caused by Third-Party Services, Client actions or omissions, unauthorized access, or circumstances beyond Plus One Web’s reasonable control.
   3. IN NO EVENT SHALL PLUS ONE WEB’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE CONSULTANCY FEES ACTUALLY PAID BY CLIENT TO PLUS ONE WEB IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS LIMITATION APPLIES SOLELY TO CONSULTANCY FEES AND EXCLUDES ANY PASS-THROUGH HARDWARE OR THIRD-PARTY COSTS.
   4. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL NOT APPLY TO PERSONAL INJURY OR DAMAGE TO TANGIBLE PROPERTY CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF PLUS ONE WEB.
8. Indemnification:
   1. Client agrees to indemnify, defend, and hold harmless Plus One Web, its members, employees, and contractors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (i) Client’s use or misuse of any systems, services, or solutions configured by Plus One Web; (ii) Client’s violation of any applicable law or regulation; (iii) any third-party claim related to Client’s products, services, or business operations; or (iv) Client’s failure to maintain adequate backups, security protocols, or compliance measures as recommended by Plus One Web.
   2. Plus One Web shall indemnify Client against any third-party claim that the original work product created by Plus One Web (excluding Third-Party Services and open-source components) infringes upon a valid U.S. copyright or trade secret, provided Client promptly notifies Plus One Web and cooperates in the defense of such claim.
9. Third-Party Services & Vendor Relationships: Client acknowledges that Plus One Web utilizes Third-Party Services to deliver solutions and that Plus One Web has no control over the terms of service, pricing changes, feature modifications, discontinuations, or operational decisions of third-party vendors. Client agrees to comply with the terms of service of all Third-Party Services provisioned on their behalf. Plus One Web shall not be liable for any changes, failures, or discontinuations of Third-Party Services. Where applicable, Plus One Web will assist with migration to alternative platforms, subject to additional fees as outlined in a new SOW.
10. Intellectual Property & Work Product:
    1. Any custom code, configurations, automated workflows, templates, or documentation (“Work Product”) created by Plus One Web specifically for the Client shall be owned by the Client upon full payment of all associated fees, unless otherwise specified in the applicable SOW.
    2. Plus One Web retains ownership of all pre-existing tools, frameworks, methodologies, libraries, and general knowledge developed independently or prior to the engagement (“Plus One Web IP”). Plus One Web grants Client a non-exclusive, perpetual license to use any Plus One Web IP incorporated into the Work Product for Client’s internal business purposes.
    3. Plus One Web reserves the right to use general knowledge, techniques, and experience gained during the engagement in future work, provided that no Client Confidential Information is disclosed.
11. Confidential & Proprietary Information: Each party agrees that all know-how, business, technical, and financial information obtained (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitutes the confidential property of the Disclosing Party (“Confidential Information”), provided it is identified as confidential at the time of disclosure or should be reasonably known to be confidential due to its nature. Except as necessary to perform obligations under this Agreement, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The nondisclosure obligation shall not apply to information that: (i) was known prior to receipt; (ii) is publicly available; (iii) is rightfully obtained from a third party; (iv) is independently developed by the Receiving Party; or (v) is required to be disclosed pursuant to regulation, law, or court order.
    
    Any templates, schematics, processes, or technical documentation provided by Plus One Web shall be deemed Confidential Information and proprietary to Plus One Web without further designation. Client may use such information solely for its own internal business purposes.
    
    Plus One Web shall maintain the confidentiality of information in its possession regarding individually identifiable personal information and protected health information in accordance with applicable law, including but not limited to HIPAA where applicable.
12. SMS & Text Messaging Terms: Plus One Web may use SMS (text messaging) via its toll-free business number to communicate with clients regarding project updates, service notifications, appointment confirmations, and responses to inquiries. By providing your mobile phone number and consenting to receive text messages, you acknowledge and agree to the following:
    1. Consent: By providing your phone number and checking the SMS consent checkbox on our website, you provide your express written consent to receive informational and business update text messages from Plus One Web LLC from +18337587932, including project updates, appointment confirmations, and service notifications. Express written consent is obtained through an unchecked checkbox that the user must actively select before submitting a contact form. This consent is not required as a condition of any purchase or service engagement.
    2. Message Content & Frequency: Messages may include project updates, service alerts, appointment reminders, and responses to your inquiries. Message frequency varies based on your engagement. Plus One Web does not send unsolicited marketing or promotional text messages.
    3. Opt-Out: You may opt out of SMS communications at any time by replying STOP to any message. Plus One Web will confirm your removal and cease all text communications. You may also opt out by contacting us at +18337587932 or emailing [email protected].
    4. Help: For questions about text messaging, reply HELP to any message, contact us at +18337587932, or email [email protected].
    5. Carrier Fees: Standard message and data rates from your mobile carrier may apply. Plus One Web is not responsible for carrier-imposed charges.
    6. Privacy: Your mobile phone number, opt-in consent, and SMS data will not be shared with or sold to third parties for any purpose. Mobile opt-in information is never shared with third parties. SMS data is handled in accordance with our Privacy Policy.
13. Data Responsibility & Backups: Client is ultimately responsible for the integrity, backup, and security of its own data. While Plus One Web may configure backup solutions and security measures as part of its services, Plus One Web does not guarantee against data loss. Client is strongly encouraged to maintain independent backups of all critical data. Plus One Web shall not be liable for any data loss resulting from third-party failures, Client negligence, cyberattacks, or events beyond Plus One Web’s reasonable control.
14. Non-Solicitation: During the term of this Agreement and for twelve (12) months thereafter, Client shall not directly or indirectly solicit, recruit, or hire any employee or contractor of Plus One Web who has provided services to Client, without the prior written consent of Plus One Web. In the event of a breach of this provision, Client agrees to pay Plus One Web Twenty Thousand Dollars ($20,000) per individual as liquidated damages, as the actual damages would be difficult to determine.
15. Independent Contractor: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the authority to bind or incur obligations on behalf of the other without prior written consent.
16. Disputes, Governing Law & Arbitration: This Agreement shall be governed by the laws of the State of California. Any litigation or arbitration shall take place in any state court located within Sacramento County, California, or the United States District Court for the Eastern District of California. Both parties consent to personal jurisdiction in those forums. At the option of either party, any dispute arising from this Agreement may be resolved through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. No action arising out of this Agreement may be brought more than one (1) year after the cause of action has accrued, except for claims related to unpaid fees.
17. Force Majeure: Neither party shall be liable for any delay or failure to perform obligations under this Agreement (except for payment of fees) due to events beyond reasonable control, including but not limited to: natural disasters, pandemics, acts of war or terrorism, government actions, utility failures, cyberattacks, or third-party service outages.
18. Complete Understanding & Modification: This Agreement, including all SOWs and attachments, constitutes the entire understanding between the parties and supersedes all prior negotiations, discussions, or agreements, whether written or oral. Any modification, waiver, or amendment shall be effective only if in writing and signed by both parties.
19. Waiver & Severability: Failure by either party to exercise any right under this Agreement shall not constitute a waiver of that right. If any provision is found unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
20. Notices: Any notice required under this Agreement shall be in writing and delivered to the address specified by each party. Notice is deemed given upon: (i) personal delivery; (ii) receipt via certified or registered U.S. mail (return receipt requested); or (iii) one business day after dispatch via a nationally recognized overnight courier service.

Last updated: February 2026. Plus One Web LLC reserves the right to update these terms at any time. Continued engagement with Plus One Web following any update constitutes acceptance of the revised terms.