PLEASE REVIEW THIS AGREEMENT CAREFULLY. IT GOVERNS YOUR LEGAL RIGHTS AND OBLIGATIONS.

1. Overview

This Professional Web Services Agreement (“Agreement”) is entered into by Urbane Digital (“Urbane” or “U.D.”) and you, the client (“Client” or “you”). This Agreement governs your use of Urbane Digital’s Professional Web Services (“Services”), including specialized digital compliance and remediation work, and represents the entire agreement between the parties regarding the subject matter herein.

By paying for or using Urbane Digital’s Products or Services, you acknowledge that you have read, understood, and agreed to be bound by this Agreement, in addition to all published policies, procedures, standard practices, and the specific terms contained within your project or service agreement.

2. Core Services

2.1 Website Development & eCommerce

We offer custom Shopify Plus, WordPress, and non-WordPress website development. Services include front-end engineering (Preact/React), Liquid template customization, content integration, and subscription logic management (e.g., Recharge API).

2.2 Digital Accessibility Remediation (ADA & Section 508)

We provide multi-phase source-code remediation designed to bring digital properties into substantial conformance with WCAG 2.1/2.2 Level AA standards. This includes the remediation of structural landmarks, keyboard navigation protocols, focus management for dynamic components (AJAX carts/modals), and color contrast optimization.

2.3 Data Privacy & Consent Infrastructure (CPRA, CIPA, CalOPA)

We deploy defensive privacy architectures, including CIPA-compliant “Gatekeeper” cookie consent banners and automated privacy policy generators (e.g., Termageddon). Services include the implementation of Global Privacy Control (GPC) signal recognition and the deployment of mandatory CPRA “Do Not Sell or Share” infrastructure.

2.4 Ongoing Compliance Monitoring

We provide continuous surveillance services, including daily automated scanning and quarterly manual audits by specialists with disabilities, to prevent “accessibility drift” during theme updates or new product launches.

2.5 SEO, Creative, and Marketing Services

We offer SEO optimization, logo design, and social media management following platform-specific best practices and ethical algorithms.

3. Client Obligations

3.1 Content, Feedback, and Approval

You are responsible for providing all necessary content and responding to requests for feedback within three (3) business days. For privacy remediation, you are responsible for the final accuracy of the “Notice at Collection” and ensuring all tracking technologies in use are disclosed to the Agency.

3.2 Access and Permissions

Client agrees to provide “Admin Level” access to the Shopify Plus environment, GitHub repositories, and all relevant third-party applications (e.g., Recharge, Klaviyo) necessary to perform source-code edits.

3.3 Legal Compliance Responsibility

While Urbane Digital provides technical and programmatic remediation, the Client remains the ultimate owner and controller of user data. Client is responsible for ensuring that their data collection practices align with the legal disclosures generated by the Agency’s tools.

4. Ownership and Licenses

4.1 Work Product Ownership

Upon completion and full payment, we transfer ownership of the delivered work product to you. This excludes third-party software licenses (e.g., Termageddon, AccessiBe) and any proprietary Agency code libraries used across multiple client environments.

5. Limitations and Restrictions

5.1 Disclaimer of Guarantees

Digital compliance is a “moving target” influenced by evolving case law and browser technology. Urbane Digital does not guarantee immunity from litigation or total 100% WCAG conformance at all times. Our role is to provide a robust, technically documented defense that significantly reduces legal risk.

5.2 Automated Overlays (AccessiBe)

Client acknowledges that automated accessibility widgets (e.g., AccessiBe) are utilized as a first-step “AI Triage” layer. These tools are not a substitute for source-code remediation, and their presence alone does not constitute full WCAG conformance.

5.3 Third-Party App Limitations

Some Shopify applications are “closed-source.” If a third-party app cannot be remediated via code injection, Urbane Digital will recommend a compliant alternative. The implementation of such alternatives may require a separate Scope of Work (SOW).

5.4 Out-of-Scope “Webmaster” Services

The rates provided for compliance remediation are dedicated exclusively to engineering and legal infrastructure. Any additional requests—including general site maintenance, feature development, product catalog management, or unrelated design updates—will be treated as a separate Scope of Work (SOW) and billed at our standard hourly rate of $225/hr or under a separate Webmaster Retainer.

6. Refunds and Cancellation

Refunds and credits are governed by our Refunds and Credits Policy, available on our website. You may cancel Services by providing written notice as specified in the applicable Service description.

7. Miscellaneous

7.1 Independent Covenants

Each covenant and agreement in this Agreement is construed as a separate and independent covenant or agreement.

7.2 Severability

If any provision of this Agreement is held to be illegal, invalid, or unenforceable, the remaining provisions shall remain valid and enforceable to the fullest extent permitted by law.

7.3 English Language

This Agreement is executed in the English language. In the event of any conflict between the English version and any translated version, the English version shall control, unless otherwise required by law.

7.4 Governing Law

This Agreement shall be governed by the laws of the State of California, with jurisdiction in San Diego County.

7.5 Updates to Practices

All published agreements and standard practices on the Urbane Digital website (urbane-digital.com/legal) are in effect upon publication. We may update these terms from time to time with reasonable notice provided via the client portal or website banner.