Client Agreement

Last updated March 10th, 2026. Replaces all prior versions.

This Client Agreement (the “Agreement”) sets forth the terms and conditions under which My Project Solution, LLC (“MPS,” “we,” “us,” or “our”) provides website development, application development, consulting, support, hosting, maintenance, and related digital services to the client identified in an applicable proposal, statement of work, order form, service agreement, or invoice (“Client,” “you,” or “your”).

By signing, accepting, approving, or paying for any proposal, statement of work, order form, quote, invoice, online checkout, or other engagement document that references this Agreement (each, an “Order”), you agree to be bound by this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have authority to bind that entity.

Please read this Agreement carefully. It includes limitations of liability, warranty disclaimers, dispute resolution provisions, and other important terms.

1. Agreement Structure; Acceptance

This Agreement becomes effective on the earliest of:

(a) the date you sign an Order,

(b) the date you electronically accept an Order, or

This Agreement consists of:

this Client Agreement,
each applicable Order, statement of work, proposal, or invoice accepted by the parties, and
any written addenda or amendments signed by the parties.

If there is a conflict between this Agreement and an Order, the Order controls only with respect to the specific Services described in that Order, unless the Order expressly states otherwise.

We may decline to begin work until required onboarding items are completed, including signed documents, required deposits, access credentials, content delivery, or other prerequisites.

2. Services

MPS provides digital services, which may include:

website design and development,
WooCommerce, Shopify, and ecommerce services,
custom Laravel, Filament, React, API, and application development,
integrations with third-party platforms, ERPs, CRMs, payment gateways, and related systems,
hosting, maintenance, monitoring, and support,
consulting, audits, strategy, discovery, training, and related professional services.

The specific scope, deliverables, fees, schedule, assumptions, exclusions, and commercial terms for Services will be described in the applicable Order (collectively, the “Services”).

Any work not expressly included in an Order is outside scope and may require a change order, separate estimate, or additional invoice.

3. Client Responsibilities

You are responsible for timely cooperation and project participation, including:

providing accurate information, feedback, approvals, and decisions,
assigning a primary point of contact with authority to act on your behalf,
supplying content, assets, credentials, access, and technical documentation,
maintaining your own third-party accounts, subscriptions, domain registrations, DNS, licenses, and vendor relationships unless expressly included in the Order,
reviewing work product and notifying MPS of issues within the review periods stated in the Order or this Agreement,
ensuring your use of the Services and your website, app, or platform complies with applicable laws and regulations.

Delays in your cooperation, approvals, content delivery, or access may extend timelines, affect estimates, and require reprioritization or additional fees.

4. Orders; Estimates; Changes

Each Order may include estimates for hours, fees, milestones, and delivery timing. Unless an Order expressly states that work is being provided on a fixed-fee basis with a defined scope, all estimates are non-binding good-faith estimates.

You acknowledge that development and consulting work may require more or less time than originally estimated due to changes in scope, new requirements, technical findings, third-party platform changes, delays outside MPS’s control, or incomplete information provided during discovery.

Any requested change to scope, priorities, deliverables, integrations, timeline, assumptions, or acceptance criteria may require a written change order, revised estimate, or new Order.

MPS is not obligated to begin change request work until commercial terms are approved.

5. Fees and Payment

You agree to pay all fees, expenses, pass-through costs, and other amounts identified in each Order or invoice.

Unless otherwise stated in the applicable Order:

deposits are due before work begins,
milestone invoices are due upon receipt,
monthly recurring services are billed in advance,
hourly or time-and-materials work may be billed periodically based on work performed,
reimbursable expenses and third-party costs may be invoiced as incurred.

All amounts are payable in U.S. dollars and are non-refundable except as expressly stated in writing.

Late balances may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus reasonable collection costs, attorneys’ fees, and expenses.

If any invoice is overdue, MPS may, in addition to any other remedies:

pause work,
withhold deliverables,
suspend support or hosting-related services,
delay launch, deployment, migration, or release activities,
require payment in full before resuming Services.

You are responsible for all taxes, duties, levies, and government-imposed charges associated with the Services, excluding taxes based on MPS’s net income.

6. Deposits, Prepaid Hours, and Retainers

If an Order includes a deposit, prepaid block, retainer, or reserve of hours:

the amount is applied only to the Services described in the applicable Order unless otherwise agreed in writing,
it is non-refundable once paid,
unused hours or balances, if any, expire as stated in the Order, or if not stated, twelve (12) months after purchase,
MPS may require replenishment before continuing work once the balance is exhausted.

Monthly support or maintenance retainers, if offered, cover only the services expressly included in the related Order. Unused retainer hours do not roll over unless the Order expressly says otherwise.

7. Suspension and Default

If you fail to pay amounts when due or otherwise materially breach this Agreement or an Order, MPS may suspend some or all Services upon written notice.

For hosting, maintenance, software, or support subscriptions, MPS may suspend access, deployments, updates, or other Services for nonpayment. We will use reasonable efforts to provide notice before suspension where commercially practical, but we are not required to do so in every circumstance.

Suspension does not waive your obligation to pay outstanding fees.

8. Intellectual Property

8.1 Client Materials

You retain ownership of content, logos, trademarks, copy, images, product data, documents, code, and other materials you provide to MPS (“Client Materials”). You grant MPS a non-exclusive, worldwide, royalty-free license to use, copy, modify, host, transmit, and display Client Materials as reasonably necessary to perform the Services.

You represent that you have all rights necessary for MPS to use the Client Materials for the Services.

8.2 MPS Tools and Pre-Existing Materials

MPS retains all right, title, and interest in and to its pre-existing materials, know-how, methods, processes, templates, scripts, libraries, frameworks, utilities, documentation, tooling, inventions, development techniques, and general skills, whether developed before or during the engagement (“MPS Materials”).

Unless expressly stated otherwise in an Order, no ownership rights in MPS Materials transfer to you.

8.3 Work Product

Upon full payment of all amounts due for the applicable Order, and except for MPS Materials, third-party materials, open-source components, and licensed dependencies, MPS assigns to you its right, title, and interest in the final custom deliverables specifically created for you under that Order (“Deliverables”).

This assignment does not include:

stock assets,
fonts,
plugins, themes, libraries, SaaS tools, or third-party services,
open-source software,
reusable code, modules, snippets, utilities, methods, or frameworks,
development environments, deployment tools, CI/CD workflows, or infrastructure templates,
any MPS Materials incorporated into the Deliverables.

To the extent MPS Materials are embedded in the Deliverables, MPS grants you a non-exclusive, perpetual, non-transferable license to use those MPS Materials solely as incorporated into the Deliverables for your internal business use and operation of the project.

8.4 Open Source and Third-Party Components

Projects may include open-source or third-party software subject to their own licenses. Your rights in those components are governed by those licenses, not this Agreement.

9. Portfolio Rights

Unless otherwise agreed in writing, MPS may identify you as a client and may display your name, logo, and a general description of the project in our portfolio, website, proposals, and marketing materials after the project is publicly launched.

If the project is confidential or not yet public, you may request in writing that we delay public reference until launch.

10. Third-Party Services and Integrations

Many projects rely on third-party software, platforms, APIs, plugins, themes, app stores, payment gateways, ERPs, CRMs, shipping tools, hosting providers, AI services, and other vendors (“Third-Party Services”).

Unless expressly stated otherwise in an Order:

you are responsible for procuring and maintaining Third-Party Services,
you are bound by the terms and conditions of those providers,
MPS is not responsible for the acts, omissions, downtime, pricing changes, security events, API changes, feature removals, deprecations, or business decisions of third parties,
MPS does not guarantee continued compatibility with Third-Party Services unless ongoing support for that integration is expressly included in an Order.

If a Third-Party Service changes or becomes unavailable, additional work required to restore functionality is outside scope unless otherwise stated in writing.

11. Hosting, Maintenance, and Support

If your Order includes hosting, maintenance, monitoring, update management, or support services, those Services will be provided as described in the applicable Order.

Unless expressly included, MPS does not provide:

24/7 emergency support,
guaranteed response times,
guaranteed uptime,
disaster recovery,
business continuity planning,
legal compliance monitoring,
security operations center services,
penetration testing,
managed email services.

Routine maintenance windows, provider outages, internet failures, DDoS events, malicious attacks, zero-day vulnerabilities, force majeure events, and third-party failures are outside MPS’s reasonable control.

Backups, if provided, are for convenience only unless a written backup or disaster recovery commitment is expressly included in the Order. You remain responsible for maintaining your own independent backups of critical data and content.

12. Acceptance; Review Period

For projects involving deliverables, design approvals, milestone approvals, launch approvals, or completion review, you must review and provide feedback within the review period stated in the Order. If no period is stated, the review period is five (5) business days.

If you do not provide written feedback identifying specific non-conformities within the review period, the applicable deliverable or milestone will be deemed accepted.

Acceptance occurs upon the earliest of:

your written approval,
your use of the deliverable in production or public release,
your failure to reject within the applicable review period.

MPS will use commercially reasonable efforts to correct material deviations from the agreed scope identified during the review period.

13. Client Content; Compliance

You are solely responsible for all content, data, claims, product information, policies, notices, and materials displayed, transmitted, or made available through your website, store, application, or platform.

You are also solely responsible for your legal compliance, including as applicable:

privacy laws,
accessibility requirements,
tax rules,
sales and consumer disclosures,
marketing and advertising claims,
export controls,
industry-specific regulations,
email and SMS compliance,
data retention and consent requirements.

MPS does not provide legal, accounting, tax, accessibility certification, or regulatory compliance advice unless expressly stated in writing.

You may not use the Services for unlawful, infringing, abusive, fraudulent, defamatory, harassing, or malicious activity.

14. Security and Data

MPS will use commercially reasonable measures to protect systems we directly control in connection with the Services. However, no environment, software, website, application, or transmission method is completely secure.

You acknowledge that cybersecurity risk can never be eliminated and that MPS does not warrant that the Services or any deliverable will be uninterrupted, secure, or free from vulnerabilities.

Unless expressly agreed in writing, you will not use the Services to store or process:

protected health information regulated by HIPAA,
payment card data in a manner requiring MPS to be a PCI-regulated service provider,
highly sensitive government identification numbers,
regulated data subject to specialized security requirements.

If your project involves personal data, both parties will reasonably cooperate regarding privacy and data handling responsibilities, but you remain the controller or business responsible for your customer and business data unless otherwise agreed in writing.

In the event MPS becomes aware of unauthorized access to systems we directly control that materially affects your data, we will notify you within a commercially reasonable time and cooperate in good faith regarding remediation. You remain responsible for legally required notifications to your customers, users, regulators, partners, and others unless otherwise required by law.

15. Confidentiality

Each party may receive non-public information from the other that is marked confidential or that reasonably should be understood to be confidential (“Confidential Information”).

Each party agrees to:

use the other party’s Confidential Information only as necessary to perform under this Agreement,
protect it using reasonable care,
disclose it only to employees, contractors, and advisors who need to know and are bound by confidentiality obligations.

Confidential Information does not include information that:

is or becomes public through no fault of the receiving party,
was already known without duty of confidentiality,
is lawfully received from a third party without restriction,
is independently developed without use of the disclosing party’s Confidential Information.

A party may disclose Confidential Information if required by law, subpoena, or court order, provided it gives prompt notice when legally permitted.

16. Warranties; Disclaimers

MPS warrants that Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards.

If you notify MPS in writing of a material non-conformance within thirty (30) days after delivery of the applicable Service, your exclusive remedy, and MPS’s sole obligation, will be for MPS to re-perform the non-conforming Services.

Except for the express warranty above, the Services, deliverables, software, hosting, support, and all related work are provided “as is” and “as available.”

To the fullest extent permitted by law, MPS disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, compatibility, uninterrupted availability, security, and error-free operation.

Without limiting the foregoing, MPS does not warrant or guarantee:

search engine rankings,
traffic, leads, conversions, sales, or revenue,
results from SEO, advertising, or performance tuning,
compatibility with all browsers, devices, operating systems, integrations, themes, plugins, or future platform versions,
uninterrupted hosting or uptime unless expressly stated in a written service level commitment,
legal compliance of your site or content,
prevention of all bugs, defects, or security incidents.

17. Indemnification

You will defend, indemnify, and hold harmless MPS and its owners, employees, contractors, and affiliates from and against third-party claims, damages, liabilities, judgments, settlements, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to:

Client Materials,
your products, services, business operations, marketing, or sales,
your website or platform content,
your misuse of the Services,
your violation of law,
your breach of this Agreement,
your relationships with your own customers, vendors, users, processors, carriers, marketplaces, or third-party providers.

MPS will promptly notify you of any such claim and cooperate at your expense. You will control the defense, subject to MPS’s right to participate through counsel at its own expense.

MPS will defend and indemnify you against third-party claims that MPS’s final Deliverables, as originally delivered by MPS and used as authorized, infringe a U.S. copyright or trademark of that third party, excluding claims arising from Client Materials, third-party components, modifications by anyone other than MPS, combinations not created by MPS, or use outside the scope of the Agreement.

18. Limitation of Liability

To the fullest extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business opportunity, goodwill, anticipated savings, data, or business interruption, arising out of or related to this Agreement, even if advised of the possibility of such damages.

Except for your payment obligations, your indemnification obligations, either party’s breach of confidentiality, or either party’s infringement or misappropriation of the other party’s intellectual property rights, each party’s total aggregate liability arising out of or related to this Agreement will not exceed the total amount actually paid by you to MPS under the applicable Order giving rise to the claim during the twelve (12) months preceding the event first giving rise to liability.

These limitations apply regardless of the form of action and even if a remedy fails of its essential purpose.

19. Term and Termination

This Agreement continues until terminated.

Each Order remains in effect for the term stated in that Order unless earlier terminated under this Agreement.

Either party may terminate this Agreement or any Order for material breach by the other party if the breach is not cured within fifteen (15) days after written notice.

Either party may terminate any month-to-month recurring service upon thirty (30) days’ written notice unless the Order provides a different notice period.

If an Order has a fixed initial term, early termination by Client does not relieve Client of the obligation to pay fees already earned, non-cancelable third-party commitments, work performed, and any remaining committed minimum fees stated in the Order.

Upon termination:

all outstanding amounts become immediately due,
MPS may cease Services,
licenses granted to Client under this Agreement continue only for fully paid Deliverables,
Client remains responsible for transition, migration, export, and third-party replacement costs unless otherwise stated in writing.

If hosting or platform management Services end, MPS may delete hosted environments, backups, credentials, and stored materials after thirty (30) days unless otherwise required by law or agreed in writing.

20. Transition Assistance

Following termination or expiration, MPS may, at its then-current rates and subject to availability, provide reasonable transition assistance, including exports, credential handoff, coordination with a new provider, or limited migration support.

MPS is not obligated to provide transition assistance until all undisputed outstanding invoices are paid in full.

21. Non-Solicitation of Personnel

During the term of an active Order and for twelve (12) months after its end, neither party will knowingly solicit for employment any employee of the other party who was directly involved in providing or receiving the Services, except through general job postings not targeted to that individual.

If Client hires or contracts directly with an MPS employee or contractor in violation of this section, Client will pay MPS a placement fee equal to thirty percent (30%) of that individual’s first-year expected compensation or annualized contract value.

22. Force Majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, epidemic or pandemic events, labor disputes, war, terrorism, civil unrest, government orders, internet outages, power failures, hosting provider failures, or third-party platform disruptions.

If a force majeure event continues for more than sixty (60) days and materially prevents performance, either party may terminate the affected Order upon written notice.

23. Dispute Resolution; Venue

The parties will first attempt in good faith to resolve any dispute informally through executive-level discussions.

If a dispute cannot be resolved informally within thirty (30) days, either party may pursue legal action in the state or federal courts located in Greenville County, South Carolina, and each party consents to personal jurisdiction and venue there.

Each party waives any objection based on inconvenient forum.

24. Jury Trial Waiver

To the fullest extent permitted by law, each party waives any right to trial by jury in any action or proceeding arising out of or related to this Agreement.

25. Notices

Formal notices under this Agreement must be in writing and delivered by personal delivery, nationally recognized overnight courier, certified U.S. mail, or email with confirmation of receipt, to the addresses listed in the applicable Order or to such other address as a party may designate by notice.

Notices to MPS shall be sent to:

My Project Solution, LLC

Attn: Legal Notice

2607 Woodruff Rd, SET E-554
Simpsonville, SC 29681

legal@myprojectsolution.net

Routine project communications, approvals, and support communications may be delivered by email and project management systems used by the parties.

26. Miscellaneous

This Agreement and all applicable Orders constitute the entire agreement between the parties regarding the Services and supersede prior proposals, discussions, and understandings relating to the same subject matter.

Any amendment or waiver must be in writing, except that project instructions, approvals, and scope clarifications may be documented through email or approved project management records.

If any provision of this Agreement is held unenforceable, the remaining provisions will remain in effect.

Neither party may assign this Agreement without the other party’s prior written consent, except that MPS may assign this Agreement in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets.

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, fiduciary duty, employment relationship, or agency relationship.

Failure to enforce any provision is not a waiver of future enforcement.

Sections that by their nature should survive termination will survive, including payment obligations, confidentiality, intellectual property, indemnification, limitations of liability, and dispute resolution.

Signature / Acceptance Language

By signing an applicable Order, statement of work, proposal, or service agreement that references this Client Agreement, the parties agree to be bound by this Agreement.