WEBSITE DESIGN & DEVELOPMENT — PROJECT AGREEMENT

This Website Design & Development Agreement ("Agreement") is entered into on the Effective Date by and between Underdog Solutions ("Agency") — 150 Fayetteville Street, Suite 300, Raleigh, North Carolina 27601 · 919-823-7924 · info@underdogsolutions.com — and the Client identified in the signup form above. Collectively, the "Parties."

1. Services

Agency agrees to design and develop a Shopify online store for Client per the selected package, which may include custom Shopify theme design & customization, responsive (mobile/tablet) layout, collection & product page setup, product loading, cart/checkout configuration, app installation & configuration, basic on-page SEO setup, analytics setup, payment & shipping setup assistance, and launch, as included in the selected package.

2. Project Scope

Work is limited to the deliverables of the selected package. Any additional products, pages, features, integrations, custom functionality, redesigns, or content beyond the selected scope are out of scope and will be quoted separately as a written change order before work proceeds.

3. Package Selection

Client selects one package (one-time project fee):

• Starter Shopify Store — $1,750: custom Shopify theme setup, up to 10 products loaded, core pages (home, shop, product, about, contact), mobile responsive, cart & checkout configuration, basic on-page SEO, payment & shipping setup, and 1 round of revisions.
• Growth Shopify Store — $3,500: custom theme design, up to 30 products loaded, collections, blog setup, lead/email capture, essential app integrations (reviews, email marketing), on-page SEO, analytics & tracking, and 2 rounds of revisions.
• Dominator Shopify Store — $5,850: fully custom theme design, up to 75 products loaded, advanced collections & filtering, upsell/cross-sell & email/SMS app setup, conversion-focused product & checkout layout, on-page SEO, analytics & tracking, priority build, and 3 rounds of revisions.

4. Payment Terms

The selected one-time project fee is due today to reserve the project and begin work. Client authorizes Agency to charge the payment method on file for the package amount. All fees are earned as work is performed. Any agreed change orders are billed separately.

5. Project Timeline & Client Cooperation

Project timelines depend on Client providing content, product data, copy, images, branding, access, and approvals promptly. Delays caused by Client (missing content, slow feedback, delayed approvals, or inaction) extend the timeline accordingly. If Client becomes unresponsive for thirty (30) consecutive days, Agency may pause or close the project; no refund is due and resuming may require a reactivation fee.

6. Client Responsibilities

Client agrees to provide store content, product data, pricing, copy, images, logos, and brand assets; an active Shopify account and plan; domain access; payment-gateway and shipping details; accurate business information; timely feedback and approvals; and to maintain the Shopify subscription and domain registration. Agency is not responsible for delays caused by lack of access, missing information, delayed approvals, or Client inaction.

7. Client Content Responsibility

Client is solely responsible for all information, claims, offers, pricing, products, services, testimonials, guarantees, and content published on the store, and warrants such information is accurate, truthful, legally compliant, non-deceptive, properly licensed, and non-infringing. Agency may rely on Client-provided information without independent verification.

8. Revisions & Approval

The selected package includes the stated number of revision rounds. The store is deemed approved upon launch unless Client provides written objection within five (5) business days. Revisions requested after approval, or beyond the included rounds, are billable at Agency's then-current rates.

9. No Guarantee of Results

Agency provides design and development services only and makes no guarantee of search rankings, traffic, leads, conversions, sales, or revenue. Search engines, browsers, and third-party platforms are outside Agency's control. Agency agrees only to perform services using generally accepted industry practices.

10. Chargeback & Payment Dispute Waiver

Work begins immediately after payment is received and all fees are earned as work is performed. Client agrees not to initiate chargebacks, ACH reversals, or payment/credit-card/processor disputes without first providing Agency written notice and thirty (30) days to cure. If Agency prevails, Client is responsible for outstanding balances, collection costs, attorney fees, court & administrative fees, and interest at 1.5% per month. Agency may suspend work during any dispute.

11. Ownership of Work Product

Upon full payment, Client owns the final custom theme design, pages, product data, and graphics created specifically for Client. The store is built on and hosted by the Shopify platform; it lives within Client's Shopify account and requires an active Shopify subscription owned by Client. Theme files and product data may be exported using Shopify's standard tools. Agency retains ownership of its proprietary systems, frameworks, reusable components, processes, and methodologies. Third-party Shopify apps, themes, fonts, and stock assets remain subject to their own licenses.

12. Shopify Subscription, Domain, Apps & Fees

The Shopify plan, domain registration, paid apps, themes, stock media, payment-processing and transaction fees, and third-party subscriptions (email, SMS, reviews, fulfillment, etc.) are not included unless expressly stated and are billed by Shopify or the provider directly to Client. Agency is not responsible for Shopify outages, updates, pricing or policy changes, app/license changes, or platform decisions.

13. Indemnification

Client agrees to defend, indemnify, and hold harmless Underdog Solutions and its owners, officers, employees, contractors, and agents from any claims, damages, liabilities, judgments, penalties, costs, and attorney fees arising from Client's business operations, products/services, content, marketing/advertising claims, regulatory violations, IP/copyright/trademark/defamation/privacy/accessibility/false-advertising claims, or any Client-provided information. This obligation survives termination.

14. No Legal Review

Agency is not a law firm and does not provide legal advice or guarantee compliance with FTC, ADA/WCAG accessibility, HIPAA, or state/federal/industry regulations. Client is solely responsible for obtaining legal review when necessary.

15. Limitation of Liability

Agency acts solely as a design, development, and technology provider and is not liable for content accuracy, marketing/product/service claims, regulatory actions, investigations, complaints, defamation/copyright/trademark claims, revenue/profit losses, business interruption, reputational harm, or data loss. Agency's total liability shall not exceed the total amount paid by Client for the project.

16. Refund Policy

All fees are non-refundable once work has commenced. Website design and development involve immediate labor, research, planning, design, content creation, development, and implementation that cannot be recovered once performed.

17. Termination

Agency may immediately terminate for non-payment, abuse of Agency personnel, illegal or fraudulent activity, or breach. Upon termination, Client remains responsible for all work completed through the termination date and any amounts due.

18. Governing Law & Venue

Governed by the laws of the State of North Carolina. Any dispute shall be brought exclusively in the state or federal courts located in Wake County, North Carolina, and both Parties consent to that jurisdiction.

19. Entire Agreement

This Agreement constitutes the entire agreement between the Parties and supersedes all prior discussions, proposals, and agreements. No modification is valid unless made in writing and signed by both Parties. By signing below, the Parties affix their signatures effective as of the date signed.