Last Updated May 26, 2026 Terms of Service

Table of Contents

Introduction

Riverscape Web & Marketing, LLC ("Riverscape Web," "we," "our," or "us") is an Ohio limited liability company that provides proprietary hosted website software, website design services, website hosting, branding and creative services, content management tools, customer communication systems, support systems, file-management systems, operational systems, and related products and services through the Impress Cloud Platform™, Riverscape Web Systems, and related technologies (collectively, the "Services").

For purposes of this Agreement, “Riverscape Web Systems” means the systems, platforms, software, portals, support systems, administrative systems, communication systems, project-management systems, account systems, websites, interfaces, tools, infrastructure, databases, hosting systems, file-management systems, operational systems, authentication systems, and related technologies utilized by or on behalf of Riverscape Web in connection with the Services.

These Terms of Service ("Agreement") govern your access to and use of the Services and form a legally binding agreement between you ("Customer," "you," or "your") and Riverscape Web.

The Services include access to proprietary hosted website technologies and related creative and support services. Websites created through the Impress Cloud Platform are hosted exclusively through Riverscape Web's proprietary systems, software, workflows, and third-party hosting infrastructure and are not sold as standalone or exportable software products.

By accessing, purchasing, subscribing to, or using the Services, you agree to be bound by this Agreement and our Privacy Policy, which is incorporated herein by reference. If you do not agree to this Agreement, you may not access or use the Services.

1. Services

1.1 Account Registration and Security

Use of certain Services may require Customer to create and maintain an account. Customer agrees to provide true, current, complete, and accurate information during registration and to promptly update such information as necessary. Customer is solely responsible for maintaining the confidentiality and security of account credentials and for all activities occurring under Customer's account and access to Riverscape Web Systems.

Customer may not share account credentials with unauthorized persons or permit unauthorized access to the Services or Riverscape Web Systems. Customer shall immediately notify Riverscape Web of any unauthorized use of an account or any security breach relating to the Services.

Riverscape Web is not liable for any loss, damage, liability, or expense arising from Customer's failure to safeguard account credentials or from unauthorized access resulting from Customer's acts or omissions.

1.2 Verification, Access, and Modifications

Customer acknowledges that Riverscape Web may, but is not obligated to, verify information provided by Customer in connection with the Services.

Riverscape Web reserves the right, at any time and in its sole discretion, to modify, suspend, discontinue, improve, update, or otherwise change any aspect of the Services, including features, functionality, software, tools, technologies, third-party providers, hosting configurations, interfaces, workflows, or supported integrations.

Riverscape Web may also deny, restrict, or suspend access to the Services or Riverscape Web Systems if Riverscape Web reasonably believes that Customer has violated this Agreement, created security or operational risks, failed to pay Fees when due, or engaged in unlawful, abusive, fraudulent, or unauthorized conduct.

While Riverscape Web uses commercially reasonable efforts to maintain availability of the Services, Customer acknowledges that the Services may be unavailable from time to time due to maintenance, upgrades, third-party outages, force majeure events, internet failures, hosting provider issues, or other causes beyond Riverscape Web's reasonable control.

1.3 Subscription Plans

The Services are offered pursuant to subscription plans selected by Customer. Riverscape Web may offer monthly, annual, or other recurring subscription options.

Current subscription offerings may include:

  • (a) a Standard Subscription plan, which generally includes website hosting and access to the applicable hosted website Services; and
  • (b) a Plus Subscription plan, which generally includes website hosting and limited monthly website update services as described in Section 1.5 below.

Subscription plan details, pricing, features, limitations, and included services may be modified by Riverscape Web from time to time pursuant to this Agreement.

An active and fully paid subscription plan is required for continued operation, hosting, and public availability of websites created through the Impress Cloud Platform.

1.4 Initial Design Fees and Creative Services

Certain Services may require payment of a one-time initial design, setup, branding, implementation, or creative services fee ("Initial Design Fee").

The Initial Design Fee may vary depending on project scope, including factors such as:

  • (a) number of pages;
  • (b) custom layouts or functionality;
  • (c) branding services;
  • (d) logo creation;
  • (e) graphic design services;
  • (f) content preparation; and
  • (g) other requested creative or implementation services.

Riverscape Web may provide mockups, drafts, revisions, concepts, or preview materials during the design process. Unless otherwise agreed in writing, reasonable revisions are included as determined by Riverscape Web in its discretion. Additional revisions, redesign requests, scope expansions, or materially changed requirements may result in additional Fees.

Customer is responsible for timely review and approval of all requested materials, drafts, and deliverables. Delays in approvals, content submission, or responses by Customer may delay project completion timelines.

1.5 Included Support and Website Updates

Certain subscription plans may include limited website update or support services.

Unless otherwise stated in writing:

  • (a) the Plus Subscription plan includes up to two (2) hours per monthly billing cycle of routine website update services;
  • (b) unused update hours do not roll over to future billing periods;
  • (c) additional work exceeding included update hours will be billed at Riverscape Web's then-current hourly rate;
  • (d) website update services are provided during normal business hours and subject to scheduling availability; and
  • (e) Riverscape Web does not guarantee completion of update requests within any specific timeframe unless separately agreed in writing.

Routine website updates generally include reasonable content modifications such as text edits, media (image, video, etc.) gallery setups and media replacements, link updates, minor formatting adjustments, and similar maintenance-related changes.

Website update services do not include major redesigns, creation of substantial new page layouts, custom development, custom coding, third-party integrations, ecommerce configuration, copywriting, search engine optimization campaigns, accessibility remediation, media production, troubleshooting unrelated third-party systems, or other substantial professional services unless separately agreed in writing.

1.6 Service Orders and Platform-Related Services

Certain onboarding, setup, implementation, configuration, design, migration, content integration, launch assistance, support, or related services provided in connection with the Services may be described in one or more service orders, onboarding records, project authorizations, implementation approvals, invoices, proposals, support records, authenticated electronic approvals, platform-based approvals, communications, or similar operational records approved, authorized, accepted, or utilized by Customer (“Service Orders”).

Riverscape Web Systems may be used to facilitate:

  • (a) onboarding activities;
  • (b) implementation activities;
  • (c) setup requests;
  • (d) configuration requests;
  • (e) design approvals;
  • (f) content submissions;
  • (g) support requests;
  • (h) launch coordination;
  • (i) revisions;
  • (j) project communications;
  • (k) file uploads;
  • (l) operational records;
  • (m) billing activities;
  • (n) approvals;
  • (o) customer communications; and
  • (p) related operational activities.

Customer acknowledges and agrees that Riverscape Web may reasonably rely upon:

  • (a) authenticated account activity;
  • (b) approvals submitted through Riverscape Web Systems;
  • (c) support-ticket approvals;
  • (d) uploaded materials;
  • (e) project communications;
  • (f) implementation requests;
  • (g) configuration requests;
  • (h) design approvals;
  • (i) content submissions;
  • (j) payment submissions;
  • (k) communications;
  • (l) requests;
  • (m) confirmations;
  • (n) revision requests;
  • (o) authorizations; and
  • (p) related operational records

as valid operational instructions, approvals, authorizations, and project-related records.

Minor implementation adjustments, revisions, clarifications, scheduling matters, configuration decisions, onboarding activities, and operational support activities may be handled through Riverscape Web Systems without requiring formal amendments.

Separate professional services, consulting services, custom development services, agency services, or custom project work may be governed by separate master services agreements, statements of work, change orders, or related agreements entered into separately between the parties.

Unless expressly stated otherwise in writing, separate professional services agreements do not modify or replace this Agreement with respect to the Impress Cloud Platform or related subscription-based Services governed by this Agreement.

1.7 Third-Party Services and Providers

The Services may rely upon or integrate with third-party hosting providers, infrastructure providers, payment processors, communication tools, software providers, domain registrars, analytics platforms, content delivery services, or other third-party services ("Third-Party Services").

Riverscape Web may utilize third-party cloud hosting and infrastructure providers, including providers such as DigitalOcean, in connection with operation and delivery of the Services.

Customer acknowledges and agrees that availability and performance of certain aspects of the Services may depend upon Third-Party Services that are outside Riverscape Web's control.

Riverscape Web is not responsible for outages, interruptions, delays, security incidents, data loss, failures, pricing changes, policy changes, or other acts or omissions of Third-Party Services.

1.8 Geographic Restrictions

The Services are controlled and operated from the United States. Customer is solely responsible for compliance with all laws applicable to Customer's access to and use of the Services from any jurisdiction outside the United States.

Riverscape Web makes no representation that the Services are appropriate or legally permitted outside the United States and disclaims liability arising from international use of the Services.

1.9 Domain Names and DNS

Customer is solely responsible for ownership, registration, renewal, transfer, accuracy, and maintenance of Customer's domain names unless otherwise expressly agreed in writing by Riverscape Web.

If Riverscape Web assists Customer with domain registration, DNS configuration, DNS management, domain renewals, registrar settings, nameserver configuration, SSL configuration, or related services, such assistance is provided solely as a convenience to Customer.

Customer acknowledges and agrees that:

  • (a) domain registration services are provided by third-party registrars not controlled by Riverscape Web;
  • (b) Riverscape Web may require Customer to configure Customer's domain names to utilize DNS services, nameservers, hosting infrastructure, or related systems designated by Riverscape Web in connection with operation of the Services;
  • (c) Riverscape Web is not responsible for domain expiration, registrar outages, transfer failures, DNS propagation delays, SSL certificate interruptions, third-party registrar actions, or third-party DNS provider failures;
  • (d) Customer is responsible for maintaining accurate registrar account information, administrative contact information, and payment information relating to Customer's domain names; and
  • (e) changes to DNS records, nameservers, SSL settings, registrar settings, or related configurations may temporarily affect website or email functionality during propagation or implementation periods.

2. Payment, Billing, Auto-Renewal, and Cancellation

2.1 Fees and Charges

Customer agrees to pay all applicable fees, charges, costs, and taxes relating to the Services ("Fees"), including:

  • (a) subscription fees;
  • (b) Initial Design Fees;
  • (c) hourly service fees;
  • (d) additional update or support fees;
  • (e) fees described in any applicable Service Orders; and
  • (f) any applicable taxes, transaction fees, governmental charges, or third-party processing fees.

Unless otherwise stated in writing by Riverscape Web, all Fees are quoted and payable in United States Dollars (USD).

Customer is responsible for all sales, use, excise, value-added, and similar taxes or governmental charges associated with the Services, excluding taxes based solely on Riverscape Web's net income.

2.2 Subscription Billing

Subscription Fees are billed in advance on a recurring basis according to the subscription plan selected by Customer.

Customer authorizes Riverscape Web and its third-party payment processors to charge Customer's designated payment method for all recurring subscription Fees and other authorized charges incurred in connection with the Services.

An active, current, and fully paid subscription is required for continued hosting, operation, and public availability of websites provided through the Impress Cloud Platform.

2.3 Additional Services and Hourly Billing

Services not expressly included within Customer's subscription plan may be billed separately at Riverscape Web's then-current rates.

Unless otherwise agreed in writing:

  • (a) work exceeding included monthly update hours;
  • (b) redesign requests;
  • (c) custom development;
  • (d) advanced troubleshooting;
  • (e) integrations;
  • (f) content creation;
  • (g) branding services;
  • (h) marketing services; and
  • (i) other professional services

may be billed separately on an hourly or project basis.

Riverscape Web may require advance payment or deposits for certain Services, including Initial Design Fees and Services performed pursuant to Service Orders.

2.4 Auto-Renewal

UNLESS CANCELLED PRIOR TO THE END OF THE THEN-CURRENT SUBSCRIPTION TERM, CUSTOMER'S SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR SUCCESSIVE RENEWAL TERMS OF THE SAME DURATION AS THE CURRENT SUBSCRIPTION TERM.

CUSTOMER AUTHORIZES RIVERSCAPE WEB AND ITS PAYMENT PROCESSORS TO AUTOMATICALLY CHARGE THE APPLICABLE RENEWAL FEES USING CUSTOMER'S PAYMENT METHOD ON FILE.

RENEWAL FEES MAY DIFFER FROM FEES PAID DURING PRIOR SUBSCRIPTION TERMS.

CUSTOMER MAY CANCEL A SUBSCRIPTION AT ANY TIME PRIOR TO RENEWAL. CANCELLATION WILL BECOME EFFECTIVE AT THE END OF THE CURRENT PAID SUBSCRIPTION TERM, AND CUSTOMER WILL CONTINUE TO HAVE ACCESS TO THE APPLICABLE SERVICES UNTIL THE END OF SUCH TERM UNLESS THE SERVICES ARE OTHERWISE SUSPENDED OR TERMINATED PURSUANT TO THIS AGREEMENT.

2.5 Payment Authorization

Customer shall provide and maintain valid payment information at all times during the term of this Agreement.

Customer authorizes Riverscape Web and its third-party payment processors to:

  • (a) charge all Fees when due;
  • (b) process recurring subscription payments;
  • (c) process invoices, overages, additional support charges, hourly fees, and approved project charges; and
  • (d) update payment information where supported by payment providers.

If any payment is declined, reversed, disputed, charged back, or otherwise fails, Riverscape Web may, without liability:

  • (i) retry payment processing;
  • (ii) suspend access to some or all Services;
  • (iii) disable or suspend Customer's website;
  • (iv) remove public access to hosted content; and/or
  • (v) terminate this Agreement.

2.6 Late Payments

Any unpaid Fees may accrue interest at the lesser of:

  • (a) one and one-half percent (1.5%) per month; or
  • (b) the maximum amount permitted under applicable law.

Customer shall reimburse Riverscape Web for all reasonable costs incurred in collecting overdue amounts, including attorneys' fees, collection costs, arbitration fees, court costs, and related expenses.

2.7 No Refunds

Except as expressly required by applicable law or otherwise agreed in writing by Riverscape Web, all Fees, payments, deposits, subscription charges, Initial Design Fees, and other amounts paid under this Agreement are non-refundable.

Customer acknowledges that:

  • (a) subscription Fees are charged for ongoing access to hosted Services and platform availability;
  • (b) Initial Design Fees compensate Riverscape Web for creative, technical, implementation, and onboarding services performed; and
  • (c) no refunds or credits will be provided for partial subscription periods, unused update hours, unused Services, terminated subscriptions, project delays caused by Customer, or Customer's decision not to continue using the Services.

2.8 Suspension for Nonpayment

Riverscape Web reserves the right to suspend or restrict access to the Services, disable hosted websites, remove public access to websites, or terminate this Agreement if Customer fails to timely pay any Fees.

Riverscape Web shall have no liability arising from any suspension, website unavailability, interruption, or removal resulting from Customer's nonpayment.

2.9 Pricing Changes

Riverscape Web reserves the right to modify pricing, subscription plans, features, included services, support offerings, billing structures, hourly rates, or Fees at any time upon prior notice to Customer.

Any pricing changes will become effective beginning with the next renewal term unless otherwise stated by Riverscape Web.

Fees applicable to active Service Orders may only be modified as provided in the applicable Service Order or by mutual written agreement.

2.10 No Setoff

All amounts payable under this Agreement shall be paid in full without setoff, deduction, counterclaim, withholding, or reduction of any kind except as required by applicable law.

3. Licenses, Ownership, Intellectual Property, and Platform Dependency

3.1 Limited License

Subject to Customer's continued compliance with this Agreement and timely payment of all applicable Fees, Riverscape Web grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the applicable subscription term to access and use the Services solely for Customer's internal business purposes and only in accordance with this Agreement.

Customer acknowledges and agrees that the Services are licensed and provided on a subscription basis and are not sold to Customer. Except for the limited rights expressly granted in this Agreement, Riverscape Web retains all rights, title, and interest in and to the Services and all related intellectual property rights.

3.2 Riverscape Web Property

Riverscape Web and its licensors exclusively own and retain all rights, title, and interest in and to:

  • (a) the Impress Cloud Platform;
  • (b) all proprietary software, systems, workflows, interfaces, frameworks, templates, website structures, layouts, compiled website implementations, functionality, technologies, databases, tools, code, methods, documentation, processes, visual elements, and related materials used in connection with the Services;
  • (c) all modifications, derivative works, improvements, updates, enhancements, and customizations of the foregoing; and
  • (d) all copyrights, trademarks, trade secrets, patents, know-how, and other intellectual property and proprietary rights relating thereto,

(collectively, the "Riverscape Web Property").

Without limitation, Riverscape Web Systems constitute part of the Riverscape Web Property and remain the exclusive property of Riverscape Web and its licensors.

The Riverscape Web Property includes proprietary hosted website technologies and implementations that operate exclusively within the Impress Cloud Platform and related systems and third-party hosting infrastructure utilized by Riverscape Web.

Except as expressly stated in this Agreement, no ownership rights or other rights are granted to Customer by implication, estoppel, waiver, or otherwise.

3.3 Customer Content

As between the parties, Customer retains ownership of all text, copy, graphics, photographs, logos, trademarks, service marks, images, videos, audio files, documents, marketing materials, data, and other content or materials provided, uploaded, submitted, or made available by Customer in connection with the Services ("Customer Content").

Customer grants Riverscape Web a non-exclusive, worldwide, royalty-free license during the term of this Agreement to host, reproduce, store, transmit, display, distribute, modify, process, and otherwise use the Customer Content solely as reasonably necessary to:

  • (a) provide, operate, maintain, support, improve, and secure the Services;
  • (b) perform Services requested or authorized by Customer; and
  • (c) comply with applicable law or legal obligations.

Customer represents and warrants that Customer possesses all necessary rights, permissions, and authorizations relating to the Customer Content and that the Customer Content does not infringe, violate, or misappropriate any rights of any third party.

3.4 Custom Creative Deliverables

Subject to full payment of all applicable Fees, Customer shall own the final approved versions of specifically commissioned standalone branding and marketing deliverables expressly identified by Riverscape Web as transferable deliverables, including logos, business card designs, flyers, signage designs, apparel graphics, social media graphics, and similar branded marketing assets created specifically for Customer ("Custom Creative Deliverables").

Notwithstanding the foregoing:

  • (a) Riverscape Web retains ownership of all underlying software, systems, frameworks, workflows, templates, concepts, methods, techniques, reusable design elements, code, tools, and Riverscape Web Property used to create or deliver any Services or Custom Creative Deliverables;
  • (b) websites, website implementations, website structures, layouts, page designs, compiled websites, and websites created through the Impress Cloud Platform are not Custom Creative Deliverables and remain part of the Riverscape Web Property;
  • (c) Riverscape Web retains ownership of all preliminary concepts, unused drafts, unused revisions, working files, production files, source files, and internal design materials unless otherwise expressly agreed in writing; and
  • (d) Riverscape Web may display completed projects and reasonable samples of work, including Custom Creative Deliverables, in portfolios, case studies, marketing materials, social media, presentations, and promotional materials unless otherwise agreed in writing.
  • (e) Certain websites, designs, graphics, marketing materials, or Custom Creative Deliverables may incorporate or utilize properly licensed third-party materials, stock photography, stock video, stock audio, fonts, icons, illustrations, plugins, tools, or other third-party assets ("Licensed Third-Party Assets").

Such Licensed Third-Party Assets remain subject to the applicable third-party licenses and ownership rights.

Riverscape Web does not represent or warrant that Licensed Third-Party Assets are exclusive to Customer or unavailable for use by other parties.

Customer's rights to use any Licensed Third-Party Assets are limited to the scope permitted under the applicable third-party licenses.

3.5 Platform Dependency and Non-Exportability

Customer acknowledges and agrees that websites created, hosted, or provided through the Impress Cloud Platform are proprietary hosted implementations designed exclusively for operation within the Impress Cloud Platform and related systems utilized by Riverscape Web.

Accordingly:

  • (a) websites created through the Services are not designed to be exported into standalone website files, standalone HTML implementations, or third-party website platforms;
  • (b) Riverscape Web has no obligation to provide Customer with source code, editable framework files, compiled files, databases, development assets, or any exportable or non-platform version of any website;
  • (c) Customer's access to and use of any website created through the Services is dependent upon an active subscription plan and continued use of the Services;
  • (d) upon cancellation, expiration, suspension, or termination of the Services or applicable subscription plan, Customer's website and related hosted functionality may become unavailable, disabled, or permanently removed from public availability; and
  • (e) the Fees charged under this Agreement reflect the hosted subscription-based nature of the Services and the non-transferable and platform-dependent nature of websites created through the Impress Cloud Platform.

Customer acknowledges that Riverscape Web has made no representation or guarantee that any website created through the Services can or will function independently outside of the Impress Cloud Platform.

3.6 Feedback

If Customer provides Riverscape Web with any suggestions, recommendations, enhancement requests, ideas, comments, or other feedback relating to the Services ("Feedback"), Customer grants Riverscape Web a perpetual, irrevocable, worldwide, royalty-free, transferable, sublicensable license to use, reproduce, modify, distribute, incorporate, and otherwise utilize such Feedback for any lawful purpose without restriction or obligation to Customer.

3.7 Restrictions

Except as expressly permitted by this Agreement or applicable law, Customer shall not, and shall not permit any third party to:

  • (a) copy, reproduce, distribute, modify, create derivative works from, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying structure of any Riverscape Web Property;
  • (b) access or use the Services for purposes of competitive analysis or development of competing products or services;
  • (c) remove, alter, or obscure any proprietary notices or intellectual property markings;
  • (d) interfere with or disrupt the integrity, security, operation, or performance of the Services;
  • (e) use automated systems, bots, scrapers, spiders, crawlers, or similar technologies to access or extract data from the Services;
  • (f) upload, transmit, or distribute malicious code, viruses, ransomware, unlawful content, or harmful materials through the Services;
  • (g) use the Services in violation of applicable law or third-party rights; or
  • (h) attempt to do any of the foregoing.

4. Customer Obligations, Acceptable Use, and Representations

4.1 Customer Responsibilities

Customer is solely responsible for:

  • (a) all Customer Content;
  • (b) all activities conducted through Customer's account or website;
  • (c) all business operations, products, services, advertisements, promotions, communications, and materials published or distributed through the Services;
  • (d) obtaining and maintaining all rights, permissions, licenses, consents, and authorizations necessary for Customer Content and Customer's use of the Services;
  • (e) maintaining backup copies of Customer Content unless otherwise expressly agreed in writing by Riverscape Web;
  • (f) reviewing and approving all website content, designs, configurations, settings, and deliverables prior to publication or use; and
  • (g) compliance with all applicable laws, regulations, industry requirements, and third-party obligations relating to Customer's use of the Services.

Customer acknowledges that Riverscape Web is not responsible for reviewing Customer Content for legal compliance, accuracy, accessibility compliance, intellectual property clearance, advertising compliance, or regulatory compliance.

4.2 Prohibited Uses

Customer shall not use, or permit others to use, the Services to:

  • (a) violate any applicable law, regulation, or third-party right;
  • (b) publish, distribute, or transmit unlawful, fraudulent, deceptive, defamatory, abusive, harassing, threatening, obscene, or infringing materials;
  • (c) engage in spam, phishing, deceptive marketing, malware distribution, unauthorized data collection, or fraudulent activities;
  • (d) distribute malicious software, ransomware, viruses, spyware, or harmful code;
  • (e) infringe or misappropriate intellectual property rights, privacy rights, publicity rights, or contractual rights of any third party;
  • (f) promote unlawful activities, discrimination, violence, hate speech, or illegal products or services;
  • (g) interfere with or disrupt operation of the Services or related systems;
  • (h) attempt unauthorized access to any systems, networks, data, or accounts;
  • (i) overload, damage, disable, impair, or compromise the Services or related infrastructure; or
  • (j) use the Services in any manner that could expose Riverscape Web to legal liability, reputational harm, regulatory penalties, or security risks.

Riverscape Web reserves the right, but not the obligation, to investigate suspected violations and to suspend, remove, disable, or terminate access to any content, account, or Services at its discretion.

4.3 Customer Cooperation

Customer agrees to reasonably cooperate with Riverscape Web in connection with the Services, including timely provision of requested materials, approvals, content, information, credentials, and feedback necessary for Riverscape Web to perform Services.

Customer acknowledges that delays caused by Customer, including delayed approvals, incomplete content submissions, failure to provide requested information, or failure to respond to communications, may delay project completion, support responses, updates, or delivery timelines.

4.4 No Legal, Financial, or Regulatory Advice

Customer acknowledges and agrees that:

  • (a) Riverscape Web does not provide legal, financial, accounting, tax, regulatory, accessibility, or compliance advice;
  • (b) the Services may involve website content, contracts, marketing materials, forms, communications, or business activities subject to legal or regulatory requirements;
  • (c) Customer is solely responsible for obtaining independent professional advice regarding Customer's business activities and legal obligations; and
  • (d) Riverscape Web shall have no liability arising from Customer's reliance upon the Services for legal, financial, accessibility, regulatory, or compliance purposes.

Without limitation, Customer is solely responsible for determining whether Customer's website or activities comply with laws or regulations relating to privacy, accessibility, consumer protection, advertising, ecommerce, data collection, disclosures, or industry-specific requirements.

4.5 Third-Party Accounts and Credentials

Customer may provide Riverscape Web with access to third-party services, accounts, domains, hosting providers, DNS settings, analytics platforms, social media accounts, payment processors, or other systems in connection with the Services.

Customer represents and warrants that Customer possesses all necessary rights and authority to provide such access and authorizations.

Customer acknowledges that Riverscape Web is not responsible for outages, changes, interruptions, account restrictions, lost access, third-party policy changes, or security issues relating to third-party systems outside Riverscape Web's direct control.

4.6 Electronic Communications

Customer consents to receive communications electronically from Riverscape Web, including notices, disclosures, invoices, account communications, updates, service announcements, marketing communications, support communications, approvals, operational records, and other materials relating to the Services.

Electronic communications may be provided through Riverscape Web Systems, including by email, account notification, support portals, website posting, or other authorized electronic means utilized by Riverscape Web.

Customer acknowledges and agrees that Riverscape Web Systems are the preferred and primary operational communication channels for support requests, approvals, project communications, file submissions, operational records, and service-related communications.

Unless otherwise expressly agreed in writing by Riverscape Web, communications conducted through informal channels, including text messaging, text messaging platforms, consumer messaging applications, or personal messaging accounts, do not constitute official notices, approvals, authorizations, change requests, or operational instructions binding upon Riverscape Web.

Customer agrees that electronic communications and records maintained through Riverscape Web Systems may be relied upon by Riverscape Web as authoritative business and operational records.

4.7 Customer Representations and Warranties

Customer represents, warrants, and covenants that:

  • (a) Customer has full authority and legal capacity to enter into and perform this Agreement;
  • (b) Customer's use of the Services will comply with this Agreement and all applicable laws and regulations;
  • (c) Customer possesses all necessary rights, licenses, permissions, and consents relating to Customer Content and Customer's use of the Services;
  • (d) Customer Content and Customer's activities will not infringe, violate, or misappropriate any intellectual property rights, privacy rights, publicity rights, contractual rights, or other rights of any third party;
  • (e) Customer will not use the Services for unlawful, misleading, deceptive, fraudulent, or abusive purposes;
  • (f) Customer will not misrepresent Customer's identity, business, products, services, or affiliations; and
  • (g) all information provided by Customer to Riverscape Web is and will remain true, accurate, current, and complete.

5. Term, Suspension, Termination, and Effect of Termination

5.1 Term

This Agreement begins when Customer first accesses, purchases, subscribes to, or uses the Services and continues until terminated in accordance with this Agreement.

Subscription terms shall continue for the applicable subscription period selected by Customer and shall automatically renew unless cancelled in accordance with Section 2.4.

5.2 Suspension of Services

Riverscape Web may, in its sole discretion and without liability, immediately suspend, restrict, disable, or limit access to some or all Services if:

  • (a) Customer fails to timely pay any Fees;
  • (b) Customer breaches this Agreement;
  • (c) Riverscape Web reasonably believes Customer's use of the Services creates security, legal, operational, reputational, or financial risks;
  • (d) Customer engages in unlawful, fraudulent, abusive, infringing, deceptive, or unauthorized conduct;
  • (e) Customer's use of the Services negatively impacts the stability, integrity, security, or performance of the Services or related systems; or
  • (f) suspension is reasonably necessary to comply with applicable law, legal process, governmental requests, third-party provider requirements, or security obligations.

Suspension may include disabling websites, restricting access to Riverscape Web Systems, restricting administrative access, removing public access to hosted content, disabling support access, restricting file-management access, or disabling specific functionality.

Riverscape Web shall have no liability arising from any suspension or restriction implemented pursuant to this Agreement.

5.3 Termination by Customer

Customer may terminate this Agreement by cancelling all active subscription plans and discontinuing use of the Services.

Unless otherwise expressly agreed in writing:

  • (a) termination shall become effective at the end of the current paid subscription term;
  • (b) all Fees paid or owed prior to termination remain non-refundable and payable in full; and
  • (c) Customer shall remain responsible for all accrued Fees, charges, and obligations arising prior to termination.

5.4 Termination by Riverscape Web

Riverscape Web reserves the right to refuse, suspend, restrict, or terminate Services to any person or entity at its discretion, subject to applicable law.

Riverscape Web may terminate this Agreement, any subscription plan, any Service Order, or Customer's access to the Services at any time, with or without notice, if:

  • (a) Customer breaches this Agreement;
  • (b) Customer fails to pay Fees when due;
  • (c) Customer engages in prohibited conduct;
  • (d) Riverscape Web reasonably determines that Customer presents legal, operational, reputational, financial, or security risks;
  • (e) Riverscape Web is required to do so by law, court order, payment processor, hosting provider, or third-party provider; or
  • (f) Riverscape Web discontinues or materially changes the applicable Services.

Riverscape Web may also terminate this Agreement or discontinue Services for convenience upon reasonable notice to Customer.

5.5 Effect of Termination

Upon expiration, cancellation, suspension, or termination of this Agreement or any applicable Services:

  • (a) Customer's license to access and use the Services immediately terminates;
  • (b) Customer shall immediately cease all access to and use of the Services;
  • (c) Riverscape Web may disable, deactivate, remove, suspend, archive, or permanently delete Customer websites, hosted content, account access, configurations, and related materials;
  • (d) Customer may lose access to Customer Content, website functionality, account information, configurations, communications, operational records, uploaded files, support records, or data stored within the Services or Riverscape Web Systems; and
  • (e) all accrued payment obligations and other surviving obligations remain enforceable.

Customer acknowledges and agrees that websites created through the Impress Cloud Platform are platform-dependent hosted implementations and may not function independently outside of the Services following termination.

5.6 No Obligation to Retain Data

Riverscape Web has no obligation to maintain, store, retain, export, recover, or provide Customer Content, websites, account data, backups, configurations, or other materials following termination, cancellation, suspension, or expiration of the Services unless otherwise expressly agreed in writing.

Customer is solely responsible for independently maintaining copies and backups of Customer Content and business records.

5.7 Survival

Any provisions of this Agreement that by their nature should survive expiration or termination shall survive, including provisions relating to:

  • (a) payment obligations;
  • (b) intellectual property rights;
  • (c) ownership provisions;
  • (d) disclaimers;
  • (e) limitations of liability;
  • (f) indemnification obligations;
  • (g) dispute resolution provisions; and
  • (h) any other provisions intended to survive termination.

6. Disclaimers of Warranties

6.1 Services Provided "As Is"

THE SERVICES, THE IMPRESS CLOUD PLATFORM, ALL WEBSITES, ALL CUSTOM CREATIVE DELIVERABLES, ALL SUPPORT SERVICES, AND ALL RELATED SOFTWARE, CONTENT, TECHNOLOGIES, SYSTEMS, MATERIALS, AND FUNCTIONALITY PROVIDED BY RIVERSCAPE WEB (COLLECTIVELY, THE "PROPERTIES") ARE PROVIDED ON AN "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS" BASIS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RIVERSCAPE WEB DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, AND GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, SYSTEM INTEGRATION, AND WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE.

6.2 No Guarantee of Availability or Results

RIVERSCAPE WEB DOES NOT WARRANT OR GUARANTEE THAT:

  • (a) THE SERVICES WILL OPERATE WITHOUT INTERRUPTION, ERROR, DELAY, OR SECURITY INCIDENT;
  • (b) ANY WEBSITE, CONTENT, OR FUNCTIONALITY WILL REMAIN CONTINUOUSLY AVAILABLE;
  • (c) THE SERVICES WILL BE SECURE, ERROR-FREE, VIRUS-FREE, OR FREE FROM HARMFUL COMPONENTS;
  • (d) ANY DEFECTS OR ERRORS WILL BE CORRECTED;
  • (e) THE SERVICES WILL MEET CUSTOMER'S BUSINESS REQUIREMENTS, EXPECTATIONS, OR SPECIFIC OBJECTIVES;
  • (f) ANY WEBSITE, DESIGN, MARKETING MATERIAL, OR ONLINE CONTENT WILL GENERATE SALES, TRAFFIC, LEADS, SEARCH ENGINE RANKINGS, BUSINESS SUCCESS, OR OTHER COMMERCIAL RESULTS;
  • (g) ANY CONTENT, DATA, COMMUNICATIONS, OR MATERIALS WILL BE BACKED UP, RECOVERABLE, OR PRESERVED WITHOUT LOSS;
  • (h) THE SERVICES ARE NOT PROVIDED SUBJECT TO ANY SERVICE LEVEL AGREEMENT ("SLA") OR GUARANTEED UPTIME COMMITMENT UNLESS EXPRESSLY AGREED IN A SEPARATE WRITTEN AGREEMENT SIGNED BY RIVERSCAPE WEB;
  • (i) RIVERSCAPE WEB DOES NOT GUARANTEE DELIVERY, TRANSMISSION, RECEIPT, INBOX PLACEMENT, OR CONTINUED FUNCTIONALITY OF ANY EMAILS, MESSAGES, NOTIFICATIONS, COMMUNICATIONS, CONTACT FORM SUBMISSIONS, LEAD NOTIFICATIONS, OR OTHER COMMUNICATIONS TRANSMITTED THROUGH THE SERVICES OR THROUGH ANY THIRD-PARTY COMMUNICATION PROVIDERS; OR
  • (j) RIVERSCAPE WEB DOES NOT GUARANTEE INDEXING, PLACEMENT, VISIBILITY, RANKING, OR CONTINUED INCLUSION IN SEARCH ENGINES, DIRECTORIES, ADVERTISING PLATFORMS, SOCIAL MEDIA PLATFORMS, OR THIRD-PARTY SERVICES.

Customer acknowledges that the availability, performance, and operation of the Services may be affected by internet outages, hosting providers, third-party services, browsers, devices, DNS propagation, software conflicts, cyberattacks, maintenance activities, force majeure events, spam filters, domain reputation, recipient systems, infrastructure failures, security measures, and other factors beyond Riverscape Web's reasonable control.

6.3 Third-Party Services Disclaimer

The Services may depend upon or integrate with Third-Party Services, including cloud hosting providers, payment processors, domain registrars, analytics services, communication tools, content delivery systems, software providers, and other third-party platforms.

RIVERSCAPE WEB DISCLAIMS ALL LIABILITY AND WARRANTIES RELATING TO THIRD-PARTY SERVICES, INCLUDING THEIR AVAILABILITY, SECURITY, PERFORMANCE, RELIABILITY, LEGAL COMPLIANCE, OR CONTINUED OPERATION.

Customer assumes all risks associated with Third-Party Services and Customer's interactions with third-party providers.

6.4 Customer Responsibilities and Compliance

Customer acknowledges that Riverscape Web does not guarantee or warrant that the Services or any websites created through the Services comply with laws, regulations, or industry standards applicable to Customer's business or activities.

Without limitation, Riverscape Web does not warrant or guarantee compliance relating to:

  • (a) accessibility laws or standards, including ADA or WCAG requirements;
  • (b) privacy laws or data protection regulations;
  • (c) advertising or marketing laws;
  • (d) ecommerce regulations;
  • (e) industry-specific regulations;
  • (f) intellectual property clearance; or
  • (g) consumer protection requirements.

Customer remains solely responsible for obtaining independent legal, technical, financial, accessibility, and regulatory advice as appropriate for Customer's business activities.

6.5 No Warranty Regarding Data Preservation or Recovery

RIVERSCAPE WEB DOES NOT GUARANTEE THAT CUSTOMER CONTENT, WEBSITES, CONFIGURATIONS, ACCOUNT DATA, EMAILS, COMMUNICATIONS, OR OTHER MATERIALS WILL NEVER BE LOST, CORRUPTED, DAMAGED, OR UNAVAILABLE.

CUSTOMER IS SOLELY RESPONSIBLE FOR MAINTAINING INDEPENDENT BACKUPS OF ALL CUSTOMER CONTENT AND BUSINESS-CRITICAL DATA.

6.6 Beta Features and Experimental Functionality

Riverscape Web may from time to time offer beta features, experimental tools, pre-release functionality, or evaluation services.

Such features are provided solely for evaluation purposes and may be modified, suspended, or discontinued at any time without notice.

BETA FEATURES ARE PROVIDED WITHOUT ANY WARRANTIES OR GUARANTEES OF ANY KIND AND MAY CONTAIN ERRORS, DEFECTS, OR SECURITY VULNERABILITIES.

6.7 Accessibility and Compliance

Customer acknowledges that website accessibility standards, guidelines, interpretations, technologies, and legal requirements may evolve over time and may vary depending upon Customer's industry, jurisdiction, content, integrations, business activities, and applicable laws.

Unless otherwise expressly agreed in a separate written agreement signed by Riverscape Web, Riverscape Web does not warrant or guarantee that the Services, any websites, content, features, integrations, Customer Content, Third-Party Services, or Customer's use of the Services will comply with any specific accessibility standard, guideline, or legal requirement, including the Americans with Disabilities Act ("ADA") or Web Content Accessibility Guidelines ("WCAG").

Customer remains solely responsible for:

  • (a) determining Customer's accessibility obligations;
  • (b) obtaining appropriate legal or accessibility advice;
  • (c) reviewing and approving website content and functionality;
  • (d) maintaining accessibility compliance relating to Customer Content, third-party integrations, uploaded materials, communications, ecommerce functionality, and business operations; and
  • (e) implementing any additional accessibility measures Customer determines are necessary for Customer's business activities.

6.8 Application of Disclaimer Limitations

Some jurisdictions do not allow exclusion of certain warranties or limitations of implied warranties. To the extent such laws apply, certain portions of the disclaimers in this Section may not apply to Customer, and the disclaimers shall apply to the maximum extent permitted by applicable law.

7. Limitation of Liability

7.1 Excluded Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL RIVERSCAPE WEB, ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTRACTORS, HOSTING PROVIDERS, THIRD-PARTY PROVIDERS, OR THEIR RESPECTIVE OWNERS, MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS, SUCCESSORS, OR ASSIGNS (COLLECTIVELY, THE "RIVERSCAPE WEB PARTIES") BE LIABLE FOR ANY:

  • (a) INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES;
  • (b) LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, LOSS OF DATA, OR BUSINESS INTERRUPTION;
  • (c) COSTS OF REPLACEMENT SERVICES, SUBSTITUTE SERVICES, OR SUBSTITUTE TECHNOLOGY;
  • (d) LOSS OF WEBSITE TRAFFIC, SEARCH ENGINE RANKINGS, LEADS, SALES, OR MARKETING PERFORMANCE;
  • (e) DATA LOSS, WEBSITE DOWNTIME, SERVICE INTERRUPTION, SECURITY INCIDENTS, OR CYBERATTACKS;
  • (f) THIRD-PARTY CLAIMS OR THIRD-PARTY LOSSES; OR
  • (g) DAMAGES ARISING FROM CUSTOMER'S INABILITY TO ACCESS, EXPORT, MIGRATE, OR CONTINUE USING ANY WEBSITE CREATED THROUGH THE Impress Cloud Platform,

WHETHER ARISING IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE, EVEN IF RIVERSCAPE WEB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE FORESEEABLE.

7.2 Aggregate Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF THE RIVERSCAPE WEB PARTIES ARISING OUT OF OR RELATING TO THE SERVICES, THIS AGREEMENT, OR ANY RELATED CLAIMS SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY CUSTOMER TO RIVERSCAPE WEB UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IF THE CLAIM RELATES SOLELY TO A ONE-TIME PROJECT OR SERVICE ORDER THAT IS NOT TIED TO RECURRING SUBSCRIPTION FEES, RIVERSCAPE WEB'S AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER FOR THE SPECIFIC APPLICABLE SERVICE ORDER OR PROJECT GIVING RISE TO THE CLAIM.

7.3 Allocation of Risk

Customer acknowledges and agrees that:

  • (a) the Fees charged by Riverscape Web reflect the allocation of risk set forth in this Agreement;
  • (b) Riverscape Web would not enter into this Agreement without the limitations of liability contained herein;
  • (c) the Services are provided on a subscription-based and platform-dependent basis at pricing substantially lower than would be charged absent such limitations; and
  • (d) Customer is solely responsible for maintaining appropriate insurance coverage and backup systems for Customer's business operations and data.

7.4 Application of Limitations

The limitations and exclusions of liability contained in this Agreement apply regardless of:

  • (a) the form of action;
  • (b) whether the alleged liability arises from breach of contract, tort, negligence, strict liability, statute, or any other legal theory;
  • (c) whether any remedy fails of its essential purpose; and
  • (d) whether damages were foreseeable or Riverscape Web was advised of the possibility of such damages.

7.5 Exceptions

Nothing in this Agreement shall exclude or limit liability to the extent such liability cannot be excluded or limited under applicable law.

8. Indemnification

8.1 Customer Indemnification Obligations

To the maximum extent permitted by applicable law, Customer shall defend, indemnify, and hold harmless Riverscape Web and its affiliates, licensors, contractors, service providers, hosting providers, third-party providers, and their respective owners, members, managers, officers, directors, employees, representatives, agents, successors, and assigns (collectively, the "Riverscape Web Indemnified Parties") from and against any and all claims, demands, actions, proceedings, investigations, liabilities, damages, judgments, settlements, penalties, fines, losses, costs, and expenses, including reasonable attorneys' fees and legal expenses (collectively, "Claims"), arising out of or relating to:

  • (a) Customer's access to or use of the Services;
  • (b) Customer Content;
  • (c) Customer's websites, business activities, products, services, advertisements, promotions, communications, or marketing activities;
  • (d) Customer's violation of this Agreement;
  • (e) Customer's violation of any applicable law, regulation, or third-party right;
  • (f) allegations that Customer Content infringes, violates, or misappropriates intellectual property rights, privacy rights, publicity rights, contractual rights, or other rights of any third party;
  • (g) Customer's misuse of the Services;
  • (h) Customer's relationships, transactions, or disputes with third parties, including Customer's own customers or users; or
  • (i) Customer's negligence, misconduct, fraud, or unlawful activities.

8.2 Defense and Cooperation

Riverscape Web reserves the right, at its own discretion, to assume exclusive control and defense of any matter otherwise subject to indemnification by Customer.

Customer agrees to fully cooperate with Riverscape Web in the defense of any such matter.

Customer may not settle any Claim affecting any Riverscape Web Indemnified Party without Riverscape Web's prior written consent.

8.3 Accessibility, Privacy, and Regulatory Claims

Without limitation, Customer acknowledges and agrees that Customer is solely responsible for the legal compliance of Customer's website, content, business activities, and operations.

Accordingly, Customer shall indemnify and hold harmless the Riverscape Web Indemnified Parties from and against any Claims relating to:

  • (a) website accessibility requirements or alleged accessibility violations;
  • (b) privacy laws, data collection practices, or data protection obligations;
  • (c) advertising or marketing compliance;
  • (d) ecommerce compliance obligations;
  • (e) consumer protection claims;
  • (f) industry-specific regulations; or
  • (g) legal disclosures, notices, policies, or representations made by Customer.

8.4 Third-Party Services

Riverscape Web shall have no responsibility or liability arising from Third-Party Services, and Customer shall defend, indemnify, and hold harmless the Riverscape Web Indemnified Parties from Claims arising from Customer's use of or reliance upon Third-Party Services selected, authorized, requested, or utilized by Customer.

8.5 Exclusive Remedy

This Section states the entire liability and exclusive remedy of the Riverscape Web Indemnified Parties with respect to the subject matter of indemnification under this Agreement.

9. Governing Law, Arbitration, and Dispute Resolution

9.1 Governing Law

This Agreement and any dispute, claim, or controversy arising out of or relating to this Agreement or the Services shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to conflict of laws principles.

The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

9.2 Informal Dispute Resolution

Before initiating arbitration or legal proceedings, Customer agrees to first provide Riverscape Web with written notice of the dispute and a reasonable opportunity to resolve the matter informally.

Notices of disputes must be sent to:

  • Riverscape Web & Marketing, LLC
  • Attn: Legal Department
  • PO Box 750592
  • Dayton, Ohio 45475
  • United States
  • Email: notices@riverscapeweb.com

The parties agree to attempt in good faith to resolve any dispute informally for at least sixty (60) days before initiating arbitration or litigation.

9.3 Binding Arbitration

EXCEPT FOR CLAIMS PERMITTED UNDER SECTION 9.6 BELOW, ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES SHALL BE RESOLVED EXCLUSIVELY THROUGH FINAL AND BINDING ARBITRATION.

The arbitration shall:

  • (a) be administered by the American Arbitration Association ("AAA");
  • (b) be conducted pursuant to the AAA Commercial Arbitration Rules then in effect;
  • (c) be conducted before a single arbitrator;
  • (d) take place in Montgomery County, Ohio, unless otherwise agreed by the parties; and
  • (e) be conducted in the English language.

The arbitrator shall have exclusive authority to resolve all disputes relating to interpretation, applicability, enforceability, or formation of this arbitration provision, except issues relating to the enforceability of the class action waiver in Section 9.4.

Judgment upon the arbitration award may be entered in any court having jurisdiction.

9.4 Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER AND RIVERSCAPE WEB AGREE THAT ALL CLAIMS SHALL BE BROUGHT SOLELY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, OR REPRESENTATIVE IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, MASS ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR REPRESENTATIVE PROCEEDING.

THE ARBITRATOR SHALL HAVE NO AUTHORITY TO CONSOLIDATE CLAIMS OR CONDUCT ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING.

IF THIS CLASS ACTION WAIVER IS FOUND UNENFORCEABLE, THEN THE ARBITRATION PROVISION SHALL BE NULL AND VOID ONLY TO THE EXTENT REQUIRED BY APPLICABLE LAW.

9.5 Jury Trial Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER AND RIVERSCAPE WEB KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES.

9.6 Exceptions to Arbitration

Notwithstanding the foregoing arbitration provisions, Riverscape Web may seek injunctive relief, equitable relief, or other appropriate remedies in any court of competent jurisdiction for:

  • (a) actual or threatened infringement, misappropriation, or violation of intellectual property rights;
  • (b) unauthorized access to or misuse of the Services;
  • (c) breaches of confidentiality obligations;
  • (d) collection of unpaid Fees; or
  • (e) any conduct that may cause irreparable harm to Riverscape Web.

Customer acknowledges that unauthorized use of the Services or violation of Riverscape Web's intellectual property rights may cause irreparable harm for which monetary damages may be insufficient.

10. General Provisions

10.1 Notices

Customer consents to receive all notices, disclosures, invoices, communications, and other materials electronically, including by email, account notification, website posting, or other electronic means.

Notices to Riverscape Web must be sent to:

  • Riverscape Web & Marketing, LLC
  • Attn: Legal Department
  • PO Box 750592
  • Dayton, Ohio 45475
  • United States
  • Email: notices@riverscapeweb.com

Electronic notices shall be deemed received upon transmission unless otherwise required by applicable law.

10.2 Modifications to Agreement

Riverscape Web may modify this Agreement from time to time by posting updated versions through the Services or on Riverscape Web's website.

Unless otherwise stated, modifications become effective upon posting or upon the effective date identified in the updated Agreement.

Customer's continued access to or use of the Services following any modification constitutes acceptance of the modified Agreement.

If Customer does not agree to any modification, Customer must discontinue use of the Services.

10.3 Assignment

Customer may not assign, delegate, transfer, sublicense, or otherwise transfer this Agreement or any rights or obligations hereunder without Riverscape Web's prior written consent.

Any attempted assignment in violation of this Section shall be null and void.

Riverscape Web may assign or transfer this Agreement, in whole or in part, without restriction, including in connection with a merger, acquisition, corporate reorganization, sale of assets, financing transaction, or operation of the business.

10.4 Independent Contractors

The parties are independent contractors.

Nothing in this Agreement creates or shall be construed as creating any partnership, joint venture, agency, fiduciary, employment, or franchise relationship between the parties.

Neither party has authority to bind the other party or incur obligations on behalf of the other party without prior written authorization.

10.5 Force Majeure

Riverscape Web shall not be liable for any delay, interruption, failure, or inability to perform resulting from causes beyond its reasonable control, including:

  • (a) internet outages;
  • (b) hosting provider failures;
  • (c) cloud infrastructure outages;
  • (d) cyberattacks;
  • (e) denial-of-service attacks;
  • (f) labor disputes;
  • (g) utility failures;
  • (h) governmental actions;
  • (i) natural disasters;
  • (j) epidemics or pandemics;
  • (k) war, terrorism, or civil unrest; or
  • (l) failures of third-party providers or telecommunications networks.

Riverscape Web may suspend or modify the Services as reasonably necessary in connection with any such event.

10.6 Waiver

No waiver by Riverscape Web of any breach or default under this Agreement shall be deemed a waiver of any preceding or subsequent breach or default.

Any waiver must be in writing and signed by an authorized representative of Riverscape Web.

10.7 Severability

If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect to the maximum extent permitted by applicable law.

Any invalid or unenforceable provision shall be interpreted and enforced as closely as possible to reflect the original intent of the provision.

10.8 Entire Agreement

This Agreement, together with any applicable Service Orders, subscription plans, policies, or documents expressly incorporated by reference, constitutes the complete and exclusive agreement between Customer and Riverscape Web relating to the Services and supersedes all prior or contemporaneous understandings, agreements, communications, proposals, or representations, whether oral or written, relating to the subject matter herein.

10.9 No Third-Party Beneficiaries

Except as otherwise expressly provided in this Agreement, this Agreement is intended solely for the benefit of Customer and Riverscape Web and does not create any rights in favor of any third party.

10.10 Headings and Interpretation

Section headings are provided for convenience only and shall not affect interpretation of this Agreement.

The words "including," "include," and similar terms shall be deemed to mean "including without limitation."

10.11 Survival

Any provisions of this Agreement that by their nature should survive expiration or termination shall survive, including provisions relating to payment obligations, ownership rights, disclaimers, limitations of liability, indemnification obligations, dispute resolution, and any other provisions intended to survive.

10.12 Portfolio and Promotional Rights

Unless otherwise agreed in writing, Riverscape Web may identify Customer as a customer of Riverscape Web and may display Customer's business name, trademarks, logos, publicly accessible website screenshots, and general project descriptions in Riverscape Web's portfolio, website, presentations, social media, proposals, and marketing materials for promotional purposes.

11. Acceptable Use and Hosting Standards

11.1 Acceptable Use

Customer shall use the Services only for lawful business purposes and in compliance with this Agreement and all applicable laws, regulations, and third-party requirements.

Customer shall not use, or permit others to use, the Services in any manner that:

  • (a) violates applicable law or regulation;
  • (b) infringes or violates third-party rights;
  • (c) interferes with operation, stability, security, or performance of the Services or related systems;
  • (d) creates security risks, infrastructure abuse, excessive resource consumption, or operational harm;
  • (e) exposes Riverscape Web, its providers, or its infrastructure partners to liability, abuse complaints, blacklisting, service interruptions, or reputational harm; or
  • (f) violates the acceptable use policies or terms of service of Riverscape Web's hosting providers, infrastructure providers, payment processors, communication providers, or other Third-Party Services.

11.2 Prohibited Content and Activities

Without limitation, Customer shall not use the Services to host, publish, transmit, distribute, promote, or facilitate:

  • (a) malware, ransomware, spyware, viruses, or malicious code;
  • (b) phishing pages, deceptive websites, impersonation schemes, or fraudulent activities;
  • (c) spam, bulk unsolicited communications, or abusive marketing practices;
  • (d) unlawful gambling, unlawful financial schemes, or unlawful business activities;
  • (e) adult content, sexually explicit materials, escort services, exploitative content, or pornographic materials;
  • (f) content that infringes intellectual property rights or privacy rights;
  • (g) unlawful hate speech, threats, harassment, or violent content;
  • (h) unlawful sale or promotion of regulated products or services; or
  • (i) any activity reasonably determined by Riverscape Web to present legal, operational, infrastructure, reputational, or security risk.

11.3 Resource Usage and Platform Integrity

Customer acknowledges that the Services operate within shared cloud infrastructure and hosted systems.

Customer shall not use the Services in a manner that unreasonably consumes bandwidth, storage, server resources, processing power, messaging functionality, or other platform resources beyond normal anticipated business use.

Riverscape Web reserves the right to suspend, restrict, throttle, remove, or terminate Services that negatively impact platform stability, security, performance, or other customers.

11.4 Monitoring and Enforcement

Riverscape Web reserves the right, but not the obligation, to investigate suspected violations of this Section.

Riverscape Web may remove content, disable functionality, suspend websites, terminate Services, cooperate with law enforcement, or take other actions deemed reasonably necessary to protect the Services, Riverscape Web, third parties, or applicable infrastructure providers.

Riverscape Web shall have no liability arising from actions taken in good faith pursuant to this Section.

11.5 Third-Party Integrations and Customer Responsibility

The Services may permit integration with or use of Third-Party Services, including analytics tools, live chat providers, communication platforms, payment processors, and other third-party technologies.

Customer acknowledges and agrees that:

  • (a) Customer is solely responsible for determining whether Customer's use of such technologies requires disclosures, notices, cookie banners, consent mechanisms, privacy policies, or other legal compliance measures;
  • (b) Riverscape Web does not provide legal advice regarding privacy, cookie, marketing, consumer protection, or international compliance obligations; and
  • (c) Customer is solely responsible for Customer's collection, storage, use, disclosure, and processing of visitor, customer, lead, or user information collected through Customer's website or business operations.

12. Platform Evolution, Automation, and AI-Assisted Services

12.1 Platform Evolution and Modifications

Customer acknowledges that the Services, the Impress Cloud Platform, and related technologies are continuously developed, modified, improved, and updated by Riverscape Web.

Riverscape Web reserves the right, at any time and in its sole discretion, to:

  • (a) modify platform architecture, workflows, technologies, interfaces, hosting configurations, design systems, templates, functionality, or operational processes;
  • (b) add, remove, suspend, replace, or discontinue features or functionality;
  • (c) update technical frameworks, infrastructure providers, integrations, or third-party technologies; and
  • (d) improve or optimize the Services for operational, security, performance, business, or technological reasons.

Customer acknowledges that such modifications may affect appearance, functionality, workflows, or implementation details of the Services or websites created through the Services.

12.2 Automation and AI-Assisted Services

Riverscape Web may utilize automated systems, algorithmic processes, AI-assisted technologies, machine-assisted workflows, content processing systems, deployment automation, or similar technologies in connection with operation, support, development, maintenance, design assistance, optimization, or delivery of the Services.

Customer acknowledges and agrees that:

  • (a) portions of the Services or workflows may involve automated or AI-assisted processes;
  • (b) Riverscape Web does not guarantee that all Services are performed exclusively through manual human processes;
  • (c) Riverscape Web may utilize generalized automation, templates, reusable systems, design components, frameworks, workflows, and operational methodologies across multiple customers and projects; and
  • (d) no exclusivity rights are granted to Customer with respect to generalized design approaches, layouts, workflows, systems, templates, features, or platform methodologies used by Riverscape Web.

12.3 Customer Data and AI Restrictions

Unless otherwise expressly agreed in writing, Riverscape Web will not knowingly use Customer Content for purposes of training publicly available third-party artificial intelligence models.

Nothing in this Agreement restricts Riverscape Web from:

  • (a) internally using generalized operational information, analytics, usage patterns, or de-identified information to improve the Services;
  • (b) utilizing internal tools and systems to assist with support, maintenance, operations, troubleshooting, design assistance, deployment, or platform improvement; or
  • (c) developing generalized improvements, workflows, systems, templates, features, or technologies based upon operational experience and platform usage.

12.4 No Guarantee of Exclusivity

Customer acknowledges that Riverscape Web may provide similar services, features, functionality, layouts, design approaches, workflows, integrations, or technologies to other customers.

Nothing in this Agreement shall be construed as granting Customer exclusivity rights in connection with the Services, the Impress Cloud Platform, or Riverscape Web's business operations, technologies, methodologies, or creative processes unless expressly agreed in writing.

13. Privacy, Data Collection, and Customer Compliance Responsibilities

13.1 Privacy Policy

Customer acknowledges that Riverscape Web maintains a separate Privacy Policy describing certain information collection, processing, storage, and usage practices relating to the Services.

The Privacy Policy may be updated from time to time and is incorporated into this Agreement by reference.

13.2 Customer Responsibility for Website Compliance

Customer acknowledges and agrees that Customer is solely responsible for determining whether Customer's website, business activities, data collection practices, communications, marketing activities, or online operations are subject to any applicable privacy laws, data protection laws, consumer protection laws, cookie disclosure requirements, accessibility requirements, or international regulations.

Without limitation, Customer is solely responsible for:

  • (a) determining whether Customer's website requires privacy policies, cookie notices, cookie consent banners, disclosures, consent mechanisms, or terms applicable to Customer's business activities;
  • (b) obtaining any legally required consents or authorizations from Customer's visitors, users, leads, or customers;
  • (c) complying with laws relating to collection, storage, processing, disclosure, transmission, or handling of personal information or user data;
  • (d) responding to requests, inquiries, complaints, or legal obligations relating to Customer's own users, leads, customers, or website visitors; and
  • (e) ensuring that Customer's website content, communications, and business activities comply with applicable law.

Riverscape Web does not provide legal advice regarding privacy compliance, cookie compliance, data protection compliance, accessibility compliance, or international regulatory obligations.

13.3 Lead Collection and Customer Data

The Services may include lead capture forms, contact forms, messaging functionality, customer communications tools, or related features that permit Customer to collect or process information from visitors, leads, customers, or users.

Customer acknowledges and agrees that:

  • (a) Customer controls whether and how such features are utilized;
  • (b) Customer is solely responsible for information collected through Customer's website or business operations;
  • (c) Riverscape Web acts solely as a service provider and technology platform provider with respect to such functionality; and
  • (d) Customer is solely responsible for compliance with any laws or regulations applicable to Customer's collection or use of such information.

13.4 Third-Party Analytics and Communication Tools

The Services may integrate with or permit use of Third-Party Services such as analytics providers, live chat providers, messaging services, communication tools, advertising technologies, cookie consent tools, or similar third-party technologies.

Such Third-Party Services may independently collect, process, store, transmit, or use information relating to website visitors or users.

Customer acknowledges and agrees that:

  • (a) Riverscape Web does not control the data practices, policies, security, availability, or legal compliance of Third-Party Services;
  • (b) Customer is solely responsible for determining whether Customer's use of Third-Party Services requires disclosures, notices, cookie banners, consent mechanisms, privacy policies, or other legal compliance measures;
  • (c) Customer's use of Third-Party Services is subject to the terms, policies, and practices of the applicable third-party providers; and
  • (d) Riverscape Web shall have no liability arising from Customer's use of or reliance upon Third-Party Services.

13.5 Compliance Assistance Tools

Riverscape Web may, from time to time, provide templates, features, disclosures, cookie consent functionality, privacy-policy samples, consent tools, or other materials intended to assist Customer with website operations or compliance-related activities.

Customer acknowledges and agrees that:

  • (a) such tools and materials are provided for general informational and operational purposes only;
  • (b) Riverscape Web does not represent or warrant that any such tools or materials satisfy legal requirements applicable to Customer;
  • (c) Customer remains solely responsible for determining the legal sufficiency and appropriateness of any disclosures, notices, policies, consent mechanisms, or compliance measures used by Customer; and
  • (d) Customer should consult qualified legal counsel regarding Customer's legal obligations and compliance requirements.

13.6 International Visitors

Although Riverscape Web primarily offers the Services to customers located within the United States, Customer acknowledges that Customer's own websites or business activities may be accessible by persons located outside the United States.

Customer is solely responsible for determining whether Customer's activities subject Customer to laws or regulations of jurisdictions outside the United States.

13.7 Security Disclaimer

While Riverscape Web utilizes commercially reasonable administrative, technical, and operational measures intended to help protect the Services, Riverscape Web does not guarantee that the Services or any data, communications, or systems will be completely secure or immune from unauthorized access, cyberattacks, breaches, interception, or other security incidents.

Customer acknowledges that transmission and storage of information through internet-connected systems inherently involves security risks.

14. Electronic Acceptance and Signatures

14.1 Electronic Acceptance

Customer acknowledges and agrees that Customer's electronic acceptance of this Agreement, including by clicking an acceptance button, checking a consent box, submitting payment information, executing an electronic order, approving a Service Order electronically, submitting approvals through Riverscape Web Systems, or accessing or using the Services, constitutes Customer's legally binding acceptance of this Agreement.

14.2 Electronic Signatures

The parties agree that electronic signatures, electronic records, electronic approvals, and electronic communications shall have the same legal effect and enforceability as manually executed signatures and physical records to the maximum extent permitted by applicable law.

14.3 Counterparts

Any Service Orders, amendments, approvals, or related documents may be executed in counterparts and by electronic means, each of which shall be deemed an original and together shall constitute one instrument.

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