GoatCloud Terms of Service

A. Websites and online platforms are complex and may not function perfectly at all times.

B. We do not warrant that your website or online presence will always work as expected. Websites contain multiple components (e.g., core software, themes, and plugins) that can be affected by updates or changes.

C. Your website or online presence may be affected by external factors such as visitor devices, internet connections, and cyber threats.

D. You must promptly report any issues of which you are aware that may impact your services. Whether or not you have a GoatCloud maintenance plan, we may not immediately detect all issues.

E. Websites we design may not function optimally on outdated browsers, operating systems, or devices.

F. If GoatCloud deploys licensed third-party software on your website, continued use may require you to obtain your own license if you terminate services with us.

A. GoatCloud supports accessibility and privacy principles but does not guarantee compliance with specific regulations, including but not limited to the Americans with Disabilities Act (ADA) and the EU General Data Protection Regulation (GDPR).

B. You are solely responsible for ensuring compliance with applicable laws, including privacy, accessibility, and data protection regulations.

C. Prohibited Uses: Clients must not use hosting services for illegal purposes. GoatCloud cooperates with law enforcement as required.

We serve multiple clients, some of whom may operate in similar industries or locations. However, we do not share or disclose your confidential information with other clients.

A. GoatCloud resells hosting services from third-party providers, which we will identify to you on request. By using our hosting services, you agree to their terms of service in addition to ours.

B. We reserve the right to change hosting providers without prior notice to improve service quality.

C. Hosting Performance: We strive for 99.9% uptime, measured per calendar month and excluding scheduled maintenance and any event described in Section 14 (Force Majeure). If uptime in a month falls below that level, your sole remedy is a credit equal to one month of the affected hosting fee, no more than once every twelve months.

D. Hosting plans may include storage and bandwidth limitations depending on your plan.

E. Email Services: We discontinued offering cPanel-based email to new customers in 2016 and may phase out existing cPanel email services.

Our services include at minimum:

A. Regular site backups (at least biweekly). We retain up to two recent backups at any time; older backups are rotated out.

B. Software updates (WordPress core, themes, and plugins), but you are responsible for licensing third-party software.

C. Security measures, but we do not guarantee complete protection from hacks.

D. Deployment of new or replacement software when necessary.

E. Limited troubleshooting: We fix issues caused by us at no charge. Other troubleshooting may be billed at our Hourly Rate.

A.GoatCloud is not liable for indirect, consequential, or punitive damages, including lost profits or data, except in cases of gross negligence or willful misconduct.

B. Liability limits:

• a) Website design & development: Maximum liability equals payments we received from you for that work in the six months preceding the event giving rise to the claim.
• b) Other services: Maximum liability equals payments we received from you for that service in the three months preceding the event giving rise to the claim.
• c) Multiple claims do not increase liability limits.
• d) These limits do not reduce your obligations under Section 16 (Indemnification for Client Content) or your obligation to pay fees owed to us.

A. These Terms are governed by the laws of New York, and disputes must be resolved in Schenectady County, NY.

B. Mandatory arbitration: Disputes will be resolved via binding arbitration in Schenectady, NY, under the Commercial Arbitration Rules of the American Arbitration Association (AAA).

C. Mediation first: Before arbitration, both parties agree to attempt mediation.

D. The prevailing party in arbitration may recover reasonable attorney fees.

E. Small claims: Either party may instead bring an individual claim in a small claims court of competent jurisdiction, if the claim qualifies and remains in that court.

F. Individual claims only: Claims will be arbitrated on an individual basis. Neither party may bring a class, collective, representative, or consolidated action, and the arbitrator may not consolidate claims of more than one client.

A. Invoices must be paid on time. Accounts 45+ days overdue will incur 1% monthly interest (12% annually).

B. GoatCloud may offset unpaid amounts against any credits on your account.

C. You will reimburse our reasonable costs of collecting past-due amounts, including reasonable attorney fees.

D. Stored payment methods: If you enroll in a recurring hosting or maintenance plan, you authorize us to retain your payment method and to charge it for amounts due under that plan until you cancel under Section 23.

If your website collects personal data, you must maintain a privacy policy that complies with applicable law and accurately describes your collection, use, and disclosure of that data.

A. Many projects require a down payment. The lesser of $500 or 25% of the project price is non-refundable from the outset, covering intake, scoping, and scheduling.

B. Of the remainder, we retain the greater of (i) the amount indicated by the schedule below, measured from the date we receive the down payment, or (ii) the value of hours worked at our Hourly Rate through the date of cancellation. We refund the balance to you.

• a) Within 30 days: 66% refundable
• b) 31-90 days: 33% refundable
• c) After 90 days: no refund

C. If the value of hours worked at our Hourly Rate exceeds the down payment, the balance remains payable by you.

A. Nonpayment or violations of these Terms may result in suspension or termination of services. We will give you at least ten days’ written notice before suspending services for nonpayment.

B. Suspension Consequences: Website and email access may be restricted, and a “Suspended Account” message may be displayed.

C. Termination Consequences: After 90 days of suspension, accounts may be permanently terminated, and all data deleted, subject to your export rights under Section 24 (Your Data).

A. GoatCloud may update these Terms at any time. We will use reasonable efforts to notify active clients of material changes by email or by posting a notice on our website.

B. Continued use of services after changes constitutes acceptance of the new Terms.

C. We maintain dated copies of prior versions of these Terms and will provide the version in effect on a given date on request.

GoatCloud is not liable for any failure or delay in performance caused by circumstances beyond our reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, civil unrest, government action, labor disputes, internet or utility outages, cyberattacks, and the failure or interruption of services by third-party providers (including hosting, payment processing, and software vendors).

GoatCloud may assign these Terms and any related agreements, in whole or in part, to any successor entity (including pursuant to a sale, merger, or transfer of all or substantially all of its assets) without your consent. You may not assign your rights or obligations under these Terms without our prior written consent.

You will indemnify, defend, and hold GoatCloud harmless from any third-party claim, loss, or expense (including reasonable attorney fees) arising from content, materials, account credentials, or instructions you provide to us, including without limitation claims of copyright or trademark infringement, violation of right of publicity, or defamation.

GoatCloud may adjust the Hourly Rate, project fees, and recurring service fees from time to time. We will provide at least 30 days’ written or email notice before any rate increase takes effect for existing clients. Continued use of services after the effective date constitutes acceptance of the new rate.

Unless you instruct us otherwise in writing, GoatCloud may identify you as a client and display screenshots, descriptions, or links to work we have performed for you in our portfolio, on our website, and in other marketing materials. You may opt out at any time by written notice to us.

GoatCloud may use artificial intelligence and machine learning tools to assist with research, drafting, code generation, and similar work. GoatCloud remains responsible for the quality of its work product. We will not knowingly submit your confidential business information to public AI services that use submissions to train their models. You may instruct us in writing not to use these tools on your work.

Upon full payment, you own the final delivered website content (text, images, and custom design) we create for you. Content and materials you provide to us remain yours at all times. GoatCloud retains ownership of, and a perpetual non-exclusive license to use, its general methodologies, code libraries, frameworks, templates, and reusable components incorporated into the work. Open-source and third-party software remain subject to their own licenses.

Our work is limited to what your proposal, estimate or invoice describes. Requests outside that scope — including additional pages, redesign of previously approved work, new functionality, or revisions beyond those included — are billable at our Hourly Rate or under a written change order. We will tell you that work is outside the agreed scope before we perform it.

A. You will provide content, credentials, approvals, and feedback promptly so that we can perform the work.

B. If we do not receive a response we need in order to continue, and 30 days pass, we may treat the project as inactive and invoice you for work completed to date.

C. If inactivity reaches 90 days, the project is deemed complete, all remaining amounts become due, and resuming the work may require a new estimate.

A.Hosting and maintenance plans are sold for a monthly or annual term and renew automatically at the then-current rate unless either party gives notice before the renewal date.

B. You may cancel at any time, effective at the end of the current term. Fees prepaid for the current term are not refundable.

C. Section 11 (Refund Policy) applies to project down payments and does not apply to recurring plan fees.

A. You are responsible for maintaining your own copies of your content. Our backups are an operational tool, not an archival service, and we retain at most two recent backups, unless your plan description or a written agreement provides otherwise.

B. On termination, we will provide one export of your site files and database on written request made within 30 days, subject to payment of amounts then due.

C. After termination, or after 90 days of suspension, your data may be permanently deleted.

Where we register or manage a domain name on your behalf, the domain is yours. On written request and payment of amounts due, we will unlock or transfer the domain and provide the authorization code.

Domain registrations, premium themes and plugins, stock media, certificates, payment gateways, and similar third-party products are either purchased in your name or billed to you at the price we quote you. Unless we agree in writing to manage renewals, renewal is your responsibility. These products are subject to their own terms and licenses, and we are not responsible for their performance, pricing, availability, or discontinuation.

You are responsible for safeguarding credentials you hold or share with us, for the acts of anyone to whom you grant access, and for enabling security measures we recommend. We are not responsible for loss arising from compromise of credentials you control, from software you install, or from changes made by you or by third parties you engage.

A. Search rankings, traffic, leads, conversions, and review or social media outcomes depend on factors outside our control, including third-party algorithms and platform policies that change without notice. We do not guarantee any specific ranking, traffic volume, lead count, conversion rate, or other result.

B. Where we manage advertising on your behalf, you are responsible for the advertising spend itself, which is separate from our fees.

Except as expressly stated in these Terms, services are provided “as is.” To the fullest extent permitted by law, we disclaim all implied warranties, including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Notice under these Terms may be given by email to the address on your account and, for GoatCloud, to [email protected]. Email notice is effective when sent, unless the sender receives a delivery failure notification.

A. We may engage subcontractors to perform part of the work. We remain responsible for their performance and will bind them to confidentiality obligations no less protective than Section 4.

B. GoatCloud is an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

These Terms, together with your proposal, estimate, invoice, or statement of work and any applicable plan description, are the entire agreement between us and supersede prior discussions and understandings. Where they conflict, a signed proposal or statement of work controls as to the specific matter it addresses; otherwise these Terms control.

If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it enforceable.

Sections 3 (Compliance with Laws), 4 (Client Confidentiality), 7 (Limited Liability), 8 (Governing Law and Dispute Resolution), 9 (Payment Terms), 11 (Refund Policy), 16 (Indemnification for Client Content), 18 (Marketing and Portfolio Rights), 20 (Content Ownership), 24 (Your Data), 26 (Third-Party Products and Costs), 27 (Access and Credentials), 28 (No Guarantee of Results), 29 (Disclaimer of Warranties), 32 (Entire Agreement; Order of Precedence), 33 (Severability), and this Section 34 will survive termination or expiration of these Terms.