Totera Master Terms of Service & Legal Agreement

Last Updated: September 3, 2026

This Service Agreement ("Agreement") sets forth the binding terms and conditions governing all web design, development, digital marketing, hosting, and web services provided by Totera Incorporated ("Totera") to the undersigned contracting party or entity ("Client"). Continued use of Totera's website, platform, or services constitutes full acceptance of this Agreement.


1. Scope of Services

Totera is an independently owned and operated Washington State corporation providing professional web design, software development, and digital marketing services. Upon receipt of a service request, Totera evaluates project requirements. Project requests approved by both parties constitute binding agreements, and resulting fees must be paid in accordance with the terms outlined herein. Totera is not liable or responsible for errors, omissions, or actions by requesting parties, or failures to receive service requests outside formal channels.

 

2. Fees, Billing & Late Payments

  • Service Fees: Client agrees to pay Totera for completed services based on the payment schedule outlined in the project proposal or Service Agreement. Totera reserves the right to adjust fees for work requested outside the original scope. Current hourly service rates are maintained at [http://www.totera.com/legal/rates](http://www.totera.com/legal/rates) .
  • Delivery of Work: Deliverables, custom code, and web pages will not be published live to the web or transferred until Totera receives payment in full or reasonable assurance of payment.
  • Refund Policy: All fees are non-refundable once work has commenced or completed, regardless of whether services are suspended or canceled prior to project completion.
  • Payment Due Dates & Finance Charges: Invoices are due on or before the Due Date indicated on the invoice. Unpaid balances past the Due Date incur a monthly late fee calculated as the greater of $20.00 or two percent (2.0%) of the remaining balance due each month.
  • Collections: Accounts unpaid after ninety (90) days from the invoice date may be referred to collections, and Client shall be responsible for all associated collection costs and reasonable attorney fees.


3. Client Obligations & Data Accuracy

  • Contact Information: Client must provide and maintain accurate contact details with Totera, including target domain names, legal company name, designated contact person, and current email address. Failure to respond to accuracy inquiries within fifteen (15) calendar days constitutes a material breach.
  • Third-Party Data: If Client provides third-party data or personal information to Totera, Client represents that explicit notice and consent have been obtained.
  • Data Handling: Totera will take reasonable precautions to protect client data from unauthorized access, loss, misuse, or alteration, and will not process data incompatibly with this Agreement.


4. Ownership of Data & Intellectual Property

  • Client Ownership: Client retains full ownership of all website text, custom media, and client-supplied content. Client holds rights to reuse these assets across other media. Recreation export files can be provided by Totera for an administrative fee upon request.
  • Totera Ownership: All underlying software, custom code, Tada CMS frameworks, database architecture, and proprietary web technology created or utilized by Totera remain the exclusive intellectual property of Totera. Client may not duplicate, redistribute, reverse-engineer, or resell software developed by Totera. Totera retains the right to reuse general technology and code framework in other projects.


5. Change Order Policy

Any modifications to the scope of work defined in a signed Service Agreement must follow the formal Change Order Process:

  1. Proposal: Either party may submit a written Change Order Proposal detailing the requested change, objective, specifications, and reason for the shift.
  2. Assessment: Within ten (10) business days, Totera will provide a written assessment outlining adjustments to cost, timeline, and resource allocation.
  3. Approval: Client has ten (10) business days to review and approve the assessment. Approved change orders authorize additional charges as stated.
  4. Operational Changes: Totera reserves the right to make immediate operational adjustments without prior written approval if necessary to ensure continuity of service or correct critical system disruptions.


6. Post-Launch Guarantee & Site Maintenance

  • 30-Day Launch Guarantee: For thirty (30) calendar days following the live launch date, Totera provides complimentary direct phone support, unlimited email support, and minor post-launch refinements. Included refinements cover correcting text errors/typos, image swaps, layout tweaks, and fixing broken links or functional display errors.
  • 1-Year Core Warranty: For one (1) full year post-launch, Totera provides complimentary core system software updates (including Tada CMS core upgrades) and unlimited technical email support.
  • Excluded Services: Post-launch support does not include creating new web pages or layout templates, writing new copy, integrating new third-party software/plugins, or executing major design overhauls.
  • Ongoing Care: Following the 30-day post-launch window, routine site edits, updates, and ongoing monitoring require enrollment in a monthly Totera Care Plan or are billed on an ad-hoc basis at standard hourly rates (minimum 30-minute block).


7. ADA & WCAG Accessibility Compliance

If Client chooses to decline Totera's recommended ADA and WCAG accessibility compliance services or tools, Client acknowledges that Totera shall carry no liability for damages, legal claims, or regulatory losses resulting from non-compliance. Client agrees to indemnify and hold Totera harmless from any resulting legal proceedings.


8. Service Duration, Cancellation & Breach

  • Agreement Term: Standard agreements carry an initial term of three (3) months, renewing on a month-to-month basis thereafter unless terminated in writing thirty (30) days prior.
  • Client Cancellation: Client may cancel service at any time with fourteen (14) days written notice, subject to payment in full for all services rendered up to the cancellation date.
  • Totera Termination: Totera reserves the right to suspend or cancel services upon fourteen (14) days written notice, or immediately in the event of an uncured material breach, non-payment, unlawful activity, or spam policy violations.


9. Limitation of Liability

Under no circumstances shall Totera be liable for special, indirect, incidental, punitive, or consequential damages—including loss of profits, domain registrations, lost files, business interruption, or system outages—even if advised of the possibility of such damages. Totera's maximum cumulative financial liability under this Agreement shall not exceed the greater of:

  1. The total amount paid by Client for the specific service in dispute; or
  2. $500.00 USD.


10. Indemnification

Client agrees to defend, indemnify, and hold harmless Totera, its officers, directors, employees, and representatives from any costs, legal fees, claims, or damages resulting from Client negligence or actions taken by Client.


11. Warranties & Disclaimers

Client warrants that all content and materials provided to Totera do not infringe upon the legal rights or copyrights of any third party. Except as explicitly set forth in Section 6 (Post-Launch Guarantee and Maintenance), all services and deliverables are provided on an "as is" basis without implied warranties of merchantability or fitness for a particular purpose.


12. Governing Law & Dispute Resolution

  • Governing Law: This Agreement is governed by the laws of the State of Washington.
  • Jurisdiction: Any legal action, dispute, or proceeding relating to this Agreement shall be brought exclusively in the State of Washington Superior Court for Jefferson County.
  • Legal Fees: The prevailing party in any legal enforcement action is entitled to recover reasonable attorney fees, court costs, and legal disbursements.
  • Force Majeure: Totera is not liable for performance failures resulting from acts of God, work stoppages, severe network outages, government acts, or events beyond its reasonable control.


Contact & Notice Address

Official legal notices and correspondence should be mailed to:

Totera Web Systems

Post Office Box 478

Port Townsend, WA 98368

Website: www.totera.com