Thank you for choosing GINGALLEY LLC.
These Client Services Agreement & Terms (“Agreement”) outline the responsibilities, expectations, policies, and protections that apply to all services provided by GINGALLEY LLC (“GINGALLEY,” “we,” “our,” or “us”) to our clients (“Client,” “you,” or “your”).
Our goal is simple: to provide professional, reliable, and transparent services while building long-term relationships with our clients. These terms are designed to clearly define expectations, protect both parties, and help ensure successful project outcomes.
By signing a proposal, quotation, invoice, contract, online form, electronic agreement, or by engaging GINGALLEY LLC for any service, you acknowledge that you have read, understood, and agree to be bound by this Agreement.
1. General Terms
1.1 Scope of Services
GINGALLEY LLC provides professional services including, but not limited to:
- Website Design & Development
- Website Hosting & Maintenance
- Domain Name Registration & Management
- Graphic Design & Branding
- Logo Design
- Search Engine Optimization (SEO)
- Social Media Services
- Digital Marketing
- Printing & Promotional Products
- Consulting & Technical Support
Specific deliverables, timelines, pricing, and project details may be further defined in written proposals, quotations, estimates, invoices, statements of work, maintenance plans, or other project-specific agreements.
1.2 Agreement Priority
In the event of a conflict between this Agreement and a project-specific proposal, contract, or statement of work, the project-specific document shall control only with respect to that specific project.
All other provisions of this Agreement shall remain in effect.
1.3 Changes to These Terms
GINGALLEY LLC reserves the right to modify or update these Client Services Agreement & Terms from time to time.
Updated versions will be posted on our website and shall become effective upon publication. Continued use of our services following such updates constitutes acceptance of the revised terms.
2. Electronic Communications & Signatures
2.1 Electronic Communication
You agree that GINGALLEY LLC may communicate with you electronically for all business purposes, including project updates, invoices, notices, approvals, contracts, billing matters, and legal communications.
Communications may occur through:
- Email
- Online forms
- Project management platforms
- Electronic document signing systems
- Website notices
- Text messaging (when applicable)
2.2 Electronic Signatures
Electronic signatures, online approvals, email authorizations, invoice approvals, digital acceptance forms, and similar electronic actions shall be considered legally binding and carry the same force and effect as handwritten signatures.
2.3 Client Responsibility
You are responsible for maintaining accurate contact information and regularly monitoring the email address provided to GINGALLEY LLC.
Failure to receive communications due to outdated contact information, spam filtering, mailbox limitations, or similar issues does not relieve you of your obligations under this Agreement.
3. Estimates, Proposals & Quotations
3.1 Validity Period
Unless otherwise stated, all estimates, quotations, and proposals are valid for thirty (30) days from the date issued.
3.2 Project Scope
All pricing is based upon the project scope discussed during consultation and outlined in the associated proposal, quotation, estimate, or invoice.
Requests that materially change the scope of work may require revised pricing, additional fees, or updated timelines.
3.3 Third-Party Costs
Certain services may require third-party products or services including but not limited to:
- Domain registrations
- Website hosting
- Software licenses
- Premium themes or plugins
- Stock photography
- Fonts
- Advertising costs
- Printing expenses
- Shipping fees
Unless otherwise stated, these costs are separate from GINGALLEY LLC’s service fees and may be billed directly to the Client.
4. Payment Terms
4.1 Deposits
Unless otherwise agreed in writing:
- Website Design Projects require a 50% deposit before work begins.
- Branding and Graphic Design Projects may require a 50% deposit before work begins.
- Printing and Promotional Product orders generally require payment in full prior to production.
- Domain registrations, hosting services, software licenses, and other third-party purchases may require payment in advance.
Work will not begin until required deposits have been received.
4.2 Final Payment
Final payment is due before:
- Website launch
- Transfer of ownership
- Delivery of final files
- Release of source materials
- Printing production
- Domain transfers
unless otherwise agreed in writing.
4.3 Late Payments
Invoices not paid within thirty (30) days of the invoice date may be subject to a late fee or finance charge of up to 1.5% per month (18% annually), or the maximum amount permitted by law.
GINGALLEY LLC reserves the right to suspend ongoing work, hosting services, support services, maintenance services, or access to deliverables until payment has been received.
4.4 Returned Payments
Checks returned for insufficient funds or other payment errors may incur a $40.00 processing fee in addition to any fees charged by the financial institution.
4.5 Collection Costs
The Client agrees to reimburse GINGALLEY LLC for any reasonable collection costs, attorney fees, court costs, or expenses incurred in recovering overdue balances.
4.6 Chargebacks & Payment Disputes
The Client agrees to contact GINGALLEY LLC to resolve any billing concerns before initiating a chargeback, payment reversal, or payment dispute.
If a chargeback is initiated for services already rendered, the Client remains responsible for:
- Outstanding balances
- Chargeback fees
- Collection costs
- Attorney fees
- Administrative expenses
GINGALLEY LLC reserves the right to suspend all active services while a payment dispute remains unresolved.
4.7 Subscription Services
Recurring services automatically renew and continue until canceled by either party. Clients remain responsible for all charges incurred through the cancellation date. Thirty (30) days written notice may be required for certain recurring services.
4.8 Rush, Priority & Expedited Services
Emergency, rush, expedited, after-hours, weekend, holiday, or same-day requests may be subject to additional fees and are provided solely at GINGALLEY LLC’s discretion.
5. Client Responsibilities
Successful projects require active participation from both parties.
The Client agrees to:
- Provide accurate information.
- Supply requested content, photographs, logos, files, and materials in a timely manner.
- Review proofs, drafts, and deliverables promptly.
- Provide approvals and feedback within reasonable timeframes.
- Maintain current contact information.
- Obtain all necessary permissions and licenses for materials supplied to GINGALLEY LLC.
Project schedules may be extended when delays occur due to missing content, delayed approvals, lack of communication, or other circumstances outside GINGALLEY LLC’s control.
5.1 Project Inactivity
Projects that remain inactive due to lack of Client communication, approvals, or required materials for more than thirty (30) days may be placed on hold.
Projects inactive for more than ninety (90) days may be considered abandoned and subject to closure, reactivation fees, revised pricing, or a new agreement prior to resuming work.
Deposits and payments previously made are non-refundable once work has commenced.
5.2 Client Delays
GINGALLEY LLC shall not be responsible for missed deadlines, delayed launches, or project extensions caused by Client delays in providing content, approvals, access credentials, feedback, or other required materials.
6. Web Design & Development Services
6.1 Project Scope
Each website project is unique and will be developed according to the specifications outlined in the approved proposal, quotation, estimate, invoice, or statement of work.
Unless specifically stated otherwise, project pricing includes only the services and deliverables outlined in the approved project scope.
Additional features, functionality, integrations, content creation, redesigns, revisions, or requests outside the original project scope may require additional fees and schedule adjustments.
6.2 Project Timeline
Project timelines are estimates and are dependent upon:
- Timely communication from the Client
- Delivery of requested content and materials
- Client approvals
- Third-party services and vendors
- Hosting and domain setup requirements
- Unforeseen technical challenges
GINGALLEY LLC will make reasonable efforts to meet estimated timelines but cannot guarantee completion dates.
Delays caused by the Client, third-party vendors, hosting providers, registrars, software providers, or circumstances beyond our control may extend project timelines.
6.3 Website Content
The Client is responsible for supplying all necessary content unless content creation services have been specifically included in the project scope.
This may include:
- Text and copy
- Photographs
- Logos
- Branding materials
- Videos
- Documents
- Product information
- Legal policies
The Client represents that all submitted materials are owned by the Client or properly licensed for use.
GINGALLEY LLC is not responsible for verifying ownership or licensing of Client-supplied content.
6.4 Revisions & Approvals
Reasonable revisions are generally included during the design and development process.
Additional revisions beyond the agreed project scope may be billed at GINGALLEY LLC’s current hourly rate.
Approval of designs, layouts, content, or functionality constitutes acceptance of that portion of the project.
Changes requested after approval may require additional fees.
6.5 Website Launch
A website shall be considered substantially complete when:
- Major functionality has been completed
- Content has been installed
- Client-requested revisions included within the project scope have been completed
- The website is ready for public release
Final payment must be received before website launch, website transfer, or release of final project files unless otherwise agreed in writing.
6.6 Website Maintenance
All websites require ongoing maintenance to remain secure, compatible, and functional.
Maintenance may include:
- Software updates
- Plugin updates
- Security monitoring
- Backups
- Performance optimization
- Compatibility testing
Unless covered under an active maintenance agreement, GINGALLEY LLC is not responsible for performing ongoing maintenance after project completion.
Failure to maintain a website may result in:
- Security vulnerabilities
- Malware infections
- Broken functionality
- Compatibility issues
- Performance degradation
6.7 Third-Party Software
Many websites rely upon third-party products and services including:
- WordPress
- Themes
- Plugins
- APIs
- Payment gateways
- Booking systems
- CRM platforms
- Search engines
- Social media integrations
GINGALLEY LLC cannot guarantee the future functionality, pricing, availability, security, or continued support of any third-party product or service.
Changes made by third-party vendors may affect website functionality and may require additional paid development work.
6.8 Website Security
GINGALLEY LLC follows industry-standard practices to improve website security.
However, no website, server, software platform, or internet-connected service can be guaranteed completely secure.
The Client understands and agrees that:
- Security threats continually evolve.
- Website attacks may occur despite reasonable precautions.
- Security breaches may originate from third-party software, hosting providers, compromised passwords, malware, phishing attempts, or other factors beyond our control.
GINGALLEY LLC does not guarantee protection from hacking, malware, data breaches, denial-of-service attacks, or other cybersecurity incidents.
6.9 Website Backups
Unless specifically included within an active maintenance or hosting plan, the Client is responsible for maintaining current backups of their website and data.
While GINGALLEY LLC may perform backups as part of certain hosting or maintenance services, we do not guarantee the availability, completeness, or recoverability of backup files.
The Client is encouraged to maintain independent backup copies whenever possible.
6.10 Administrative Access
GINGALLEY LLC reserves the right to determine the level of administrative access granted for websites developed, hosted, or maintained by our company.
Access permissions may vary based on:
- Security requirements
- Hosting environment
- Maintenance agreements
- Technical considerations
- Project scope
Certain administrative, server-level, database-level, or proprietary development areas may remain restricted in order to protect website security, stability, licensing, and system integrity.
6.11 Third-Party Developers & Vendors
GINGALLEY LLC is not responsible for work performed by third-party developers, designers, marketers, consultants, hosting providers, or service vendors not directly contracted through our company.
If a Client grants website access to a third party, GINGALLEY LLC shall not be responsible for:
- Website damage
- Security issues
- Data loss
- Malware infections
- Configuration changes
- Compatibility issues
resulting from third-party modifications.
Additional work required to repair, restore, troubleshoot, or correct issues caused by third parties shall be billable at our current rates.
6.12 Website Transfers
Clients retain ownership of their website content and may request transfer of their website to another hosting provider or developer.
Transfer requests must be submitted in writing.
Website transfers may be subject to:
- Outstanding balance payment
- Transfer preparation fees
- Licensing restrictions
- Third-party software limitations
GINGALLEY LLC will make reasonable efforts to facilitate website transfers but cannot guarantee compatibility with another hosting environment, developer, or platform.
Once a website has been transferred away from GINGALLEY LLC’s hosting or management environment, all support, maintenance, security, and performance responsibilities become the responsibility of the Client or their new provider.
6.13 Search Engines & Online Visibility
GINGALLEY LLC does not guarantee:
- Search engine rankings
- Website traffic
- Lead generation
- Sales performance
- Advertising results
- Online visibility
Search engines and online platforms continually modify their algorithms, policies, and ranking factors.
Any SEO, marketing, or optimization services provided by GINGALLEY LLC are performed using accepted industry practices but cannot guarantee specific outcomes.
6.14 Acceptance of Website Deliverables
Website deliverables shall be deemed accepted upon the earliest occurrence of:
- Written approval by the Client;
- Public launch of the website;
- Use of the website for business purposes; or
- Ten (10) calendar days after delivery if no written notice of material defects has been received.
Following acceptance, the project shall be considered complete and any additional work requested may be treated as a new project, support request, or maintenance task subject to additional fees.
6.15 Website Ownership, Access & Transfer Policy
Upon full payment of all project invoices, the Client owns the final website content specifically created for their project, including:
- Website text and copy created for the Client
- Client-specific graphics and imagery
- Custom page layouts
- Published website content
- Client-owned logos and branding elements
Ownership is subject to any third-party licensing restrictions that may apply to software, plugins, fonts, stock photography, themes, or other licensed assets.
6.16 Ownership of Development Assets
GINGALLEY LLC retains ownership of its proprietary methods, workflows, development environments, templates, coding frameworks, reusable design systems, and internal production tools.
Unless specifically included in a written agreement, the Client is not purchasing ownership of:
- Development environments
- Proprietary templates
- Internal frameworks
- Working files
- Source files
- Layered artwork
- Unpublished design concepts
- Internal documentation
6.17 Administrative Access
GINGALLEY LLC may provide administrative access to portions of a website when appropriate for the Client’s business operations.
Access levels are granted at GINGALLEY LLC’s discretion based upon:
- Security requirements
- Hosting environment
- Maintenance agreements
- Technical considerations
- Project scope
Certain server-level, database-level, security-related, or proprietary areas may remain restricted to protect website integrity and security.
6.18 Third-Party Website Access
If the Client grants website access to third-party developers, agencies, consultants, marketers, hosting providers, or other vendors, GINGALLEY LLC shall not be responsible for any resulting:
- Website downtime
- Data loss
- Security breaches
- Malware infections
- Broken functionality
- Configuration changes
- Performance issues
Any work required to diagnose, repair, restore, or correct issues caused by third parties shall be billable at GINGALLEY LLC’s current rates.
6.19 Website Transfers
Clients may request transfer of their website to another provider at any time.
Transfer requests must be submitted in writing by an authorized representative.
Prior to transfer:
- All outstanding balances must be paid in full.
- Transfer preparation fees may apply.
- Licensing restrictions must be addressed.
- Third-party subscription obligations must be satisfied.
GINGALLEY LLC will provide reasonable cooperation during the transfer process.
Once a website is transferred away from GINGALLEY LLC’s hosting or management environment, all future responsibility for maintenance, support, security, backups, performance, and functionality becomes the responsibility of the Client or their new provider.
6.20 Website Accessibility
GINGALLEY LLC can install and configure accessibility tools, plugins, or features designed to assist with website accessibility and improve the user experience for individuals with disabilities. However, the installation or use of any accessibility plugin, widget, overlay, or software does not guarantee compliance with the Americans with Disabilities Act (ADA), Web Content Accessibility Guidelines (WCAG), Section 508, or any other accessibility law, regulation, or standard.
Unless specifically included in the project scope and agreed to in writing, GINGALLEY LLC does not perform a formal accessibility audit, legal compliance review, or certification of accessibility compliance. The Client remains solely responsible for determining, maintaining, and ensuring compliance with all applicable accessibility requirements, laws, regulations, and industry standards.
Upon request, GINGALLEY LLC may recommend or install accessibility-related tools and plugins as an additional service; however, no representation, warranty, or guarantee is made that such tools will make the website fully accessible or legally compliant.
6.21 Browser, Device & Platform Compatibility
GINGALLEY LLC designs websites using current industry standards and commercially reasonable efforts to support modern browsers and devices. We do not guarantee compatibility with outdated browsers, unsupported operating systems, legacy devices, or future software releases.
6.22 Search Engine Indexing
GINGALLEY LLC does not guarantee that any website, page, image, video, or content will be indexed by Google, Bing, or any other search engine.
7. Website Hosting & Managed Maintenance Services
7.1 Hosting Services
GINGALLEY LLC may provide website hosting services directly or through trusted third-party providers.
Hosting services are designed to support websites developed and maintained by GINGALLEY LLC and may include:
- Website hosting
- Security monitoring
- Server management
- Software updates
- Website backups
- Technical support
- Performance monitoring
Hosting services are provided on a subscription basis and automatically renew unless canceled in writing.
7.2 Hosting Availability
GINGALLEY LLC strives to maintain reliable hosting services and works with reputable infrastructure providers.
However, uninterrupted service cannot be guaranteed.
The Client acknowledges that temporary interruptions may occur due to:
- Server maintenance
- Software updates
- Hardware failures
- Internet outages
- Cybersecurity incidents
- Third-party provider outages
- Force majeure events
GINGALLEY LLC shall not be liable for temporary service interruptions that are beyond our reasonable control.
7.3 Hosting Account Responsibility
Clients are responsible for ensuring that their websites and accounts are used lawfully and responsibly.
Hosting services may not be used for:
- Illegal activities
- Malware distribution
- Spam or unsolicited email
- Fraudulent activities
- Copyright infringement
- Phishing
- Excessive resource consumption
- Any activity that may disrupt server performance or other hosted websites
GINGALLEY LLC reserves the right to suspend or terminate services that violate these terms.
7.4 Non-Payment of Hosting Services
Failure to maintain current payment arrangements may result in:
- Suspension of website services
- Suspension of email services
- Temporary removal of website access
- Termination of hosting services
Accounts suspended for non-payment may be subject to reactivation fees.
GINGALLEY LLC reserves the right to permanently remove websites, email accounts, databases, backups, and related files after prolonged non-payment.
7.5 Managed WordPress Maintenance Services
Websites require ongoing maintenance to remain secure, functional, and compatible with evolving technology.
GINGALLEY LLC’s maintenance services may include:
- WordPress Core Updates
- Plugin Updates
- Theme Updates
- Security Monitoring
- Backup Monitoring
- Uptime Monitoring
- Performance Optimization
- Technical Support
- Malware Review
- Compatibility Testing
Specific maintenance services vary according to the selected maintenance plan.
7.5.1 Ongoing Maintenance
Websites require ongoing maintenance to remain secure, functional, and compatible with evolving technology.
GINGALLEY LLC’s maintenance services may include:
- WordPress Core Updates
- Plugin Updates
- Theme Updates
- Security Monitoring
- Backup Monitoring
- Uptime Monitoring
- Performance Optimization
- Technical Support
- Malware Review
- Compatibility Testing
Specific maintenance services vary according to the selected maintenance plan.
7.5.2 Third-Party Software
Most WordPress websites rely on third-party software developed by independent vendors.
GINGALLEY LLC is not responsible for software defects, discontinued products, pricing changes, security vulnerabilities, licensing changes, or compatibility issues introduced by third-party developers.
7.5.3 Emergency Repairs
Maintenance plans are intended to reduce risk but cannot eliminate all website problems.
Emergency repair services resulting from:
- Hacking attempts
- Malware infections
- Hosting failures
- Third-party software failures
- User error
- Unauthorized modifications
- Force majeure events
may require additional billable services beyond the scope of the maintenance plan.
7.5.4 Client Modifications
Clients may choose to make changes to their website directly.
GINGALLEY LLC is not responsible for issues resulting from:
- Client modifications
- Employee modifications
- Contractor modifications
- Third-party modifications
- Plugin installations
- Theme changes
- Custom code additions
Repairing issues caused by such modifications may require additional billable work.
7.5.5 No Guarantee of Security
While GINGALLEY LLC implements reasonable security measures and maintenance practices, no website can be guaranteed completely secure.
The Client acknowledges that cyber threats continually evolve and that no maintenance plan can guarantee protection against all security incidents, malware infections, unauthorized access attempts, or data breaches.
7.6 Malware Cleanup & Recovery
Malware cleanup, website restoration, forensic investigation, compromised account recovery, and post-breach remediation services are not included unless specifically stated in writing and may require additional fees.
8. Domain Name Registration & Management
8.1 Domain Ownership
Unless otherwise agreed in writing, domain names registered through GINGALLEY LLC shall be registered in the Client’s name whenever possible.
The Client remains the legal owner of the domain registration.
GINGALLEY LLC may serve as the administrative, technical, or billing contact when necessary to facilitate management and support.
8.2 Domain Registration Services
As a convenience to our clients, GINGALLEY LLC may assist with:
- Domain registration
- Domain renewals
- DNS configuration
- Domain transfers
- Domain security settings
- Domain privacy services
GINGALLEY LLC does not operate a domain registry and relies upon accredited third-party registrars for registration services.
8.3 Domain Availability
Domain name availability is determined solely by the applicable registrar and registry.
GINGALLEY LLC cannot guarantee that any requested domain name will be available for registration.
8.4 Domain Renewals
The Client is responsible for maintaining active domain registration.
Where permitted, domain names may be configured for automatic renewal to reduce the risk of expiration.
The Client remains responsible for all renewal fees and related charges.
GINGALLEY LLC is not responsible for the loss of a domain name resulting from:
- Expired payment methods
- Failure to pay renewal invoices
- Registrar errors
- Registry actions
- Client requests
- Circumstances beyond our control
8.5 Domain Transfers
Clients may request transfer of their domain registration at any time.
Transfer requests must be submitted in writing by an authorized account representative.
Prior to transfer:
- Outstanding balances must be paid in full.
- Required verification procedures must be completed.
- Applicable registrar requirements must be satisfied.
GINGALLEY LLC will cooperate in facilitating authorized domain transfers within a reasonable timeframe.
8.6 Domain Expiration Liability
GINGALLEY LLC shall not be liable for loss of domain names, interruption of service, loss of business, or damages resulting from domain expiration, registrar actions, registry actions, transfer disputes, ownership disputes, or renewal failures.
9. Email Services
9.1 Email Services
GINGALLEY LLC may provide support, configuration, migration, or consulting services for email systems including but not limited to:
- Google Workspace
- Microsoft 365
- Hosted email services
- Domain email routing
- Email authentication systems
Email services are frequently provided through third-party vendors and remain subject to the terms and policies of those providers.
9.2 Email Delivery
GINGALLEY LLC does not guarantee delivery of email messages.
Email delivery depends upon numerous factors outside our control, including:
- Spam filtering
- Recipient server policies
- DNS configuration
- Blacklists
- Third-party service outages
- User settings
The Client acknowledges that email systems may occasionally experience delays, interruptions, filtering, or delivery failures.
9.3 Email Backups
Unless specifically included within a managed service plan, GINGALLEY LLC does not provide long-term email archiving or backup services.
Clients are responsible for maintaining their own email retention, backup, and compliance requirements.
9.4 Email Security
The Client is responsible for:
- Maintaining secure passwords
- Protecting account credentials
- Enabling multi-factor authentication where available
- Monitoring account activity
GINGALLEY LLC is not responsible for losses resulting from compromised passwords, phishing attacks, unauthorized account access, or user negligence.
9.5 Bulk Email & Marketing Communications
Clients using email for marketing purposes must comply with all applicable laws and regulations, including but not limited to:
- CAN-SPAM Act
- Privacy regulations
- Email marketing requirements
- Consent and opt-in standards
The Client is solely responsible for the content and legality of all email campaigns.
GINGALLEY LLC reserves the right to suspend services associated with spam complaints, blacklisting events, abuse reports, or unlawful email practices.
9.6 Third-Party Providers
Many services provided by GINGALLEY LLC depend upon third-party providers, including:
- Domain registrars
- Hosting companies
- Cloud service providers
- Email vendors
- Software developers
- Search engines
- Social media platforms
GINGALLEY LLC shall not be liable for interruptions, pricing changes, policy modifications, service discontinuations, security incidents, outages, or other actions taken by third-party providers.
9.7 Email Compliance & Archiving
The Client is solely responsible for compliance with any email retention, archiving, e-discovery, legal hold, records retention, HIPAA, FINRA, SEC, or other regulatory requirements applicable to their industry.
10. Graphic Design, Branding, Printing & Promotional Products
10.1 Design Services
GINGALLEY LLC provides a variety of creative services including:
- Logo Design
- Branding & Identity Systems
- Graphic Design
- Advertising Design
- Social Media Graphics
- Marketing Materials
- Signage
- Packaging Design
- Publication Layout
- Illustration
- Promotional Products
- Print Design
Each project is customized to the Client’s specific goals, audience, and business requirements.
10.2 Design Concepts & Creative Direction
Creative work is subjective in nature.
GINGALLEY LLC will make reasonable efforts to create designs that align with the Client’s vision, brand, and project objectives.
The Client acknowledges that creative services involve professional judgment and artistic interpretation. Differences in personal preference alone shall not constitute defective work.
10.3 Revisions
Unless otherwise specified in writing, reasonable revisions are included during the design process.
Additional revisions beyond the agreed project scope may be billed at GINGALLEY LLC’s current hourly rate.
Significant redesign requests, changes in project direction, or revisions requested after approval may be considered new work and billed accordingly.
10.4 Proof Approval
Clients are responsible for carefully reviewing all proofs before providing approval.
Proof approval constitutes acceptance of:
- Spelling
- Grammar
- Contact information
- Dates and times
- Pricing
- Layout
- Design elements
- Dimensions
- Specifications
- Colors
- Images
- Content accuracy
Once approval is received, GINGALLEY LLC shall not be responsible for errors that were present in the approved proof.
10.5 Final Design Approval
A design project shall be considered complete upon:
- Written approval by the Client;
- Delivery of final approved artwork; or
- Use of the artwork by the Client for business purposes.
Following approval, any requested modifications may be treated as a new project or additional billable work.
10.6 Portfolio & Credit Rights
10.6.1 Portfolio Rights
Unless otherwise agreed in writing, GINGALLEY LLC retains the right to display completed projects, websites, graphic designs, logos, marketing materials, printed materials, screenshots, photographs, and related work in:
- Company portfolios
- Marketing materials
- Social media channels
- Presentations
- Proposals
- Case studies
- Award submissions
- Promotional materials
for the purpose of demonstrating our work and promoting our services.
GINGALLEY LLC agrees not to disclose confidential business information, proprietary information, trade secrets, passwords, financial information, or other non-public information without the Client’s permission.
10.6.2 Website Credit
GINGALLEY LLC may place a discreet design, development, or website credit in the footer of websites developed by our company.
Examples may include:
- Website by GINGALLEY LLC
- Designed by GINGALLEY LLC
- Developed by GINGALLEY LLC
Such credits shall be professional in appearance and reasonably sized.
Clients may request removal of the website credit at any time by submitting a written request.
10.6.3 Promotional References
Unless otherwise agreed in writing, the Client grants GINGALLEY LLC permission to identify the Client as a customer of GINGALLEY LLC and reference the completed project in marketing and promotional materials.
This permission does not authorize disclosure of confidential information.
10.6.4 Third-Party Publications
GINGALLEY LLC may publish completed work in design galleries, industry publications, online showcases, portfolio websites, presentations, and educational materials for promotional purposes.
Where practical, appropriate credit will be given to the Client as the project owner.
10.7 Client-Supplied Artwork
GINGALLEY LLC is not responsible for print quality issues resulting from low-resolution images, improperly prepared artwork, incorrect specifications, missing fonts, or files supplied by the Client or third parties.
11. Ownership, Copyright & Licensing
11.1 Client-Supplied Materials
The Client represents and warrants that all materials supplied to GINGALLEY LLC are owned by the Client or properly licensed for use.
This includes:
- Logos
- Photographs
- Artwork
- Documents
- Videos
- Music
- Trademarks
- Written content
The Client agrees to indemnify and hold harmless GINGALLEY LLC against any claims arising from Client-supplied materials.
11.2 Ownership of Final Deliverables
Upon payment in full, the Client receives ownership rights to the final approved deliverables specifically created for the project, subject to any third-party licensing restrictions.
Examples include:
- Final logos
- Finished advertisements
- Approved marketing materials
- Final website content
- Completed print designs
Ownership transfers only after all project balances have been paid in full.
11.3 Source Files & Working Files
Unless specifically included in the proposal or otherwise agreed in writing, GINGALLEY LLC retains ownership of:
- Editable source files
- Native design files
- Layered artwork
- Working documents
- Production files
- Design systems
- Templates
- Internal development files
- Proprietary workflows
Examples include:
- Adobe Illustrator (.AI)
- Adobe Photoshop (.PSD)
- Adobe InDesign (.INDD)
- Working Figma files
- Website development environments
Transfer of editable source files may be available upon request and may require an additional fee.
11.4 Fonts, Stock Photography & Licensed Assets
Many projects utilize third-party licensed assets including:
- Fonts
- Stock photography
- Illustrations
- Icons
- Software
- Plugins
- Templates
Such assets remain subject to their original license agreements.
GINGALLEY LLC cannot transfer ownership rights that we do not possess.
The Client may be required to purchase separate licenses if future use exceeds the original licensing terms.
11.5 Portfolio Rights
GINGALLEY LLC retains the right to display completed work in:
- Portfolios
- Social media
- Presentations
- Marketing materials
- Award submissions
- Promotional content
unless otherwise agreed in writing.
Confidential business information will not be disclosed without permission.
12. Printing & Promotional Products
12.1 Production Standards
Printing and promotional products are produced using industry-standard processes and tolerances.
Minor variations may occur in:
- Color reproduction
- Ink coverage
- Material texture
- Product dimensions
- Folding
- Trimming
- Finishing
- Placement
- Packaging
Such variations are considered normal and do not constitute defects.
12.2 Color Reproduction
Colors viewed on computer monitors, mobile devices, tablets, and printed proofs may differ from final production results.
Exact color matching cannot be guaranteed unless specific color-matching services are requested and included in the project scope.
12.3 Client-Approved Artwork
GINGALLEY LLC shall not be responsible for errors contained within Client-approved artwork.
The Client assumes responsibility for all approved content, specifications, and production instructions.
12.4 Production Delays
Production and delivery schedules are estimates only.
GINGALLEY LLC is not responsible for delays caused by:
- Printing vendors
- Shipping carriers
- Material shortages
- Equipment failures
- Weather events
- Supply chain disruptions
- Force majeure events
12.5 Shipping & Delivery
Risk of loss transfers to the Client upon delivery to the shipping carrier.
Any shipping damage, delivery delays, or lost shipments must be addressed through the applicable carrier unless otherwise agreed in writing.
12.6 Returns & Reprints
Because most printed products and promotional items are custom manufactured, all sales are final unless a production defect exists.
Claims regarding defective products must be submitted in writing within five (5) business days of delivery and include photographs or other supporting documentation.
GINGALLEY LLC reserves the right to inspect, repair, replace, or reprint products before issuing any refund or credit.
13. Social Media, Marketing & Advertising Services
13.1 Marketing Services
GINGALLEY LLC may provide marketing-related services including:
- Social Media Management
- Social Media Advertising
- Search Engine Optimization (SEO)
- Email Marketing
- Content Creation
- Online Advertising
- Reputation Management
- Consulting Services
Marketing services are intended to improve visibility, engagement, and overall marketing effectiveness but cannot guarantee specific business outcomes.
13.2 No Performance Guarantees
The Client acknowledges that marketing results depend upon numerous factors outside the control of GINGALLEY LLC, including:
- Market conditions
- Competition
- Consumer behavior
- Advertising budgets
- Industry trends
- Search engine algorithms
- Social media platform algorithms
GINGALLEY LLC does not guarantee:
- Search engine rankings
- Lead generation
- Sales increases
- Website traffic levels
- Advertising performance
- Social media growth
- Conversion rates
- Return on investment (ROI)
Any projections, forecasts, recommendations, or estimates are provided for planning purposes only and are not guarantees.
13.3 Social Media Platforms
Social media platforms are owned and operated by third parties.
GINGALLEY LLC is not responsible for actions taken by any social media platform, including:
- Account suspensions
- Account restrictions
- Content removals
- Advertising disapprovals
- Policy changes
- Algorithm changes
- Loss of followers
- Loss of account access
The Client remains responsible for compliance with all platform policies and community standards.
13.4 Account Ownership
The Client retains ownership of their social media accounts, advertising accounts, and associated business assets.
GINGALLEY LLC may be granted administrative or management access for the purpose of providing services.
Upon termination of services, access permissions may be removed following settlement of any outstanding balances.
13.5 User Comments & Public Interaction
GINGALLEY LLC cannot control or be held responsible for comments, reviews, messages, opinions, actions, or behavior of third parties on social media platforms or websites.
The Client acknowledges that public engagement may include opinions or content that are unfavorable, inaccurate, offensive, or beyond the control of GINGALLEY LLC.
13.6 Advertising Accounts & Spend
Advertising budgets, platform fees, media spend, boosted posts, and advertising charges are separate from GINGALLEY LLC service fees unless specifically stated otherwise in writing.
13.7 Access to Accounts
The Client is responsible for maintaining ownership and access to advertising accounts, social media accounts, Google Business Profiles, Google Analytics properties, Meta Business Manager accounts, and other digital assets.
14. Political Campaign, Advocacy & Public Affairs Websites
14.1 Political Content Responsibility
GINGALLEY LLC may provide website, design, hosting, marketing, consulting, or technical services for political campaigns, political parties, advocacy organizations, nonprofit organizations, issue-based groups, candidates, elected officials, and public affairs organizations.
The Client remains solely responsible for all content published through its website, advertising, email communications, social media accounts, and other communication channels.
14.2 Compliance With Laws
The Client is solely responsible for compliance with all applicable federal, state, and local laws, regulations, disclosure requirements, campaign finance requirements, election laws, advertising regulations, and reporting obligations.
GINGALLEY LLC does not provide legal advice and does not guarantee compliance with any political, election, fundraising, lobbying, or campaign-related requirements.
Clients are encouraged to consult qualified legal counsel regarding applicable laws and regulations.
14.3 Accuracy of Information
The Client is responsible for verifying the accuracy of all information submitted for publication.
GINGALLEY LLC shall not be responsible for inaccurate statements, omissions, campaign claims, endorsements, fundraising language, election-related content, or other information supplied by the Client.
14.4 Third-Party Platform Policies
Political organizations frequently utilize third-party platforms and services including:
Social Media Platforms
- Meta (Facebook & Instagram)
- YouTube
- LinkedIn
- TikTok
- Threads
- Bluesky
Advertising & Fundraising Platforms
CRM & Constituent Management Platforms
Email Marketing Platforms
- Constant Contact
- Mailchimp
Messaging & Communications Platforms
- Signal
- Text Messaging Platforms
GINGALLEY LLC is not responsible for account restrictions, advertising disapprovals, fundraising limitations, policy changes, algorithm changes, account suspensions, or enforcement actions taken by third-party platforms.
14.5 Time-Sensitive Content
Political campaigns and advocacy organizations often operate under strict deadlines.
While GINGALLEY LLC will make reasonable efforts to accommodate urgent requests, we cannot guarantee immediate implementation, publication, correction, or deployment of time-sensitive content.
Clients are encouraged to provide sufficient lead time whenever possible.
14.6 Limitation of Political Liability
Under no circumstances shall GINGALLEY LLC be responsible for election outcomes, fundraising performance, voter turnout, advertising performance, public perception, media coverage, campaign success, or any other political outcome arising from services provided.
All strategic, legal, campaign, fundraising, and communications decisions remain the responsibility of the Client.
14.7 Healthcare & Medical Website Disclaimer
GINGALLEY LLC does not provide medical, legal, regulatory, billing, HIPAA, or healthcare compliance advice. Clients operating within healthcare, medical, dental, behavioral health, or related industries remain solely responsible for ensuring compliance with HIPAA, HITECH, CMS regulations, FDA requirements, ADA requirements, privacy laws, accessibility standards, and all other applicable laws and regulations.
15. Artificial Intelligence (AI) Assisted Services
15.1 Use of AI Tools
GINGALLEY LLC may utilize artificial intelligence (“AI”) tools to assist with:
- Research
- Content generation
- Copywriting
- Coding assistance
- Graphic design concepts
- Image generation
- Workflow automation
- Data analysis
- Editing and proofreading
AI tools are used to improve efficiency and productivity while maintaining human oversight.
15.2 Human Review
Whenever practical, deliverables produced with AI assistance will be reviewed by a human prior to delivery.
However, the Client acknowledges that AI-generated content may contain inaccuracies, omissions, or other unintended results.
15.3 Client Responsibility
The Client remains responsible for reviewing and approving all final deliverables.
GINGALLEY LLC does not guarantee that AI-assisted content will be:
- Factually accurate
- Legally compliant
- Free of copyright disputes
- Free of trademark conflicts
- Suitable for all industries or purposes
Final approval remains the responsibility of the Client.
15.4 AI Generated Content Ownership
The Client acknowledges that ownership, copyrightability, licensing, and legal treatment of AI-generated content continues to evolve and may vary by jurisdiction. GINGALLEY LLC makes no warranty regarding future ownership rights, copyright protection, trademark protection, or intellectual property claims related to AI-generated materials.
16. Limited Warranty
16.1 Workmanship Warranty
GINGALLEY LLC warrants that services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards.
16.2 Warranty Period
Unless otherwise stated in writing, any claim relating to a project must be submitted within thirty (30) days of delivery or acceptance.
Failure to notify GINGALLEY LLC within this period constitutes acceptance of the deliverables.
16.3 Correction of Errors
If a defect is determined to be caused solely by GINGALLEY LLC, we will make reasonable efforts to correct the issue at no additional charge.
This shall be the Client’s sole remedy under this warranty.
16.4 Warranty Exclusions
This warranty does not apply to issues resulting from:
- Client modifications
- Third-party modifications
- Hosting provider issues
- Software updates
- Plugin updates
- Search engine changes
- Browser changes
- Security incidents
- Force majeure events
- Client-supplied content
17. Disclaimer of Warranties
Except as expressly stated in this Agreement, all services are provided “as is” and “as available.”
GINGALLEY LLC disclaims all other warranties, express or implied, including but not limited to:
- Merchantability
- Fitness for a particular purpose
- Non-infringement
- Availability
- Performance
- Security
No website, software, marketing campaign, social media account, email system, or online service can be guaranteed error-free, uninterrupted, or completely secure.
18. Limitation of Liability
To the fullest extent permitted by law, GINGALLEY LLC shall not be liable for any:
- Indirect damages
- Incidental damages
- Consequential damages
- Special damages
- Exemplary damages
- Punitive damages
- Lost profits
- Lost revenue
- Lost business opportunities
- Loss of goodwill
- Loss of data
arising from or relating to any service, project, product, deliverable, or agreement.
18.1 Maximum Liability
The total aggregate liability of GINGALLEY LLC for any claim arising from a project shall not exceed the amount actually paid by the Client for the specific project giving rise to the claim.
This limitation applies regardless of the legal theory asserted, including contract, negligence, warranty, tort, or otherwise.
19. Indemnification
The Client agrees to defend, indemnify, and hold harmless GINGALLEY LLC, its owners, employees, contractors, affiliates, and representatives from any claims, damages, losses, liabilities, expenses, settlements, judgments, or attorney fees arising from:
- Client-supplied content
- Copyright infringement
- Trademark disputes
- Defamation claims
- False advertising claims
- Privacy violations
- Unlawful conduct
- Violation of platform policies
- Violation of applicable laws
- Breach of this Agreement
This obligation survives completion or termination of services.
20. Force Majeure
GINGALLEY LLC shall not be liable for delays, interruptions, or failures caused by events beyond our reasonable control.
Examples include:
- Natural disasters
- Severe weather
- Fire
- Flood
- Pandemic or epidemic
- Government action
- Utility failure
- Internet outages
- Cyberattacks
- Labor disputes
- Supply chain disruptions
- Third-party provider outages
Project schedules and delivery dates shall be extended accordingly.
Neither party shall be considered in breach of this Agreement due to a force majeure event.
21. Cancellation & Termination
21.1 Client Cancellation
The Client may cancel services at any time by providing written notice to GINGALLEY LLC.
Cancellation does not relieve the Client of responsibility for:
- Work already completed
- Time already invested
- Approved purchases
- Third-party expenses
- Printing already in production
- Hosting already provided
- Domain registrations or renewals already processed
- Software licenses already purchased
All outstanding balances become immediately due upon cancellation.
21.2 Project Cancellation
If a project is canceled after work has begun, GINGALLEY LLC shall be entitled to compensation for all work completed through the cancellation date.
Unless otherwise agreed in writing:
- Deposits are non-refundable once work has commenced.
- Completed work will be billed based upon project progress.
- Any remaining unpaid balance becomes immediately due.
GINGALLEY LLC may provide completed portions of the project upon receipt of payment for work performed.
21.3 Termination by GINGALLEY LLC
GINGALLEY LLC reserves the right to suspend or terminate services if:
- Invoices remain unpaid.
- The Client breaches this Agreement.
- The Client engages in abusive, threatening, discriminatory, or unlawful conduct.
- The Client requests unlawful, fraudulent, deceptive, or unethical work.
- Continuing the business relationship would expose GINGALLEY LLC to legal, financial, security, or reputational risk.
Whenever practical, reasonable notice will be provided prior to termination.
21.4 Effect of Termination
Upon termination:
- All outstanding balances become immediately due.
- Access to services may be suspended.
- Hosting services may be terminated.
- Administrative access may be removed.
- Future work may cease immediately.
The Client remains responsible for all fees incurred through the termination date.
21.5 Data Retention Following Termination
Following termination of services, GINGALLEY LLC may permanently remove websites, backups, databases, email accounts, files, and related content after thirty (30) days unless otherwise required by law or agreed in writing.
22. Non-Payment
22.1 Suspension of Services
GINGALLEY LLC reserves the right to suspend services for overdue accounts.
Services that may be suspended include:
- Website hosting
- Website maintenance
- Email services
- Marketing services
- Technical support
- Ongoing development work
Suspension does not relieve the Client of payment obligations.
22.2 Collection Activity
If collection efforts become necessary, the Client agrees to pay all reasonable costs associated with collection, including:
- Collection agency fees
- Attorney fees
- Court costs
- Filing fees
- Administrative expenses
22.3 Reactivation Fees
Accounts suspended due to non-payment may be subject to reactivation fees prior to restoration of services.
23. Confidentiality
Both parties agree to treat confidential information received from the other party as confidential and not disclose such information to third parties except as required to perform services or as required by law.
Confidential information includes:
- Business plans
- Customer information
- Login credentials
- Proprietary information
- Financial information
- Non-public business operations
This obligation survives termination of the business relationship.
24. Independent Contractor Relationship
GINGALLEY LLC is an independent contractor.
Nothing in this Agreement shall be interpreted as creating:
- A partnership
- Joint venture
- Employment relationship
- Agency relationship
between the parties.
Each party remains solely responsible for its own taxes, insurance, and business obligations.
25. Assignment
The Client may not assign or transfer rights or obligations under this Agreement without prior written consent from GINGALLEY LLC.
GINGALLEY LLC may assign this Agreement in connection with a merger, acquisition, business sale, or corporate restructuring.
26. Governing Law
This Agreement shall be governed by and interpreted under the laws of the State of South Carolina, without regard to conflict-of-law principles.
27. Dispute Resolution
The parties agree to make good-faith efforts to resolve disputes informally before initiating legal action.
If a dispute arises, both parties agree to first attempt resolution through direct communication.
Nothing in this section shall prevent either party from seeking immediate injunctive relief or other remedies necessary to protect intellectual property, confidential information, or legal rights.
28. Venue & Jurisdiction
Any legal action arising from or relating to this Agreement shall be brought exclusively in the state or federal courts located in Horry County, South Carolina.
Both parties consent to the personal jurisdiction of such courts.
29. Attorney Fees
In any action or proceeding arising from this Agreement, the prevailing party shall be entitled to recover its reasonable attorney fees, court costs, and related legal expenses to the extent permitted by law.
30. 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.
Any unenforceable provision shall be modified only to the extent necessary to make it enforceable while preserving its original intent.
31. Entire Agreement
This Agreement constitutes the entire understanding between the parties regarding the services provided by GINGALLEY LLC.
This Agreement supersedes all prior discussions, proposals, understandings, representations, and agreements relating to the subject matter herein.
No amendment or modification shall be effective unless made in writing and approved by both parties.
