Using OhmCo's services or signing up as a Client means you agree to be legally bound by these Terms. A signature is not required. Accepting a quote or requesting a project verbally, by email, or any other way is acceptance and obligates payment for the work.

These Terms may be updated at any time, and Clients are responsible for reviewing them regularly.

To begin, contact OhmCo with your business information and creative goals. Timelines are set individually based on workload, add-ons, and seasonal factors once the 50% deposit is received. We aim to meet every estimated timeline, but delays in feedback, content, or approvals may extend completion, and OhmCo is not responsible for those delays.

Rush or expedited work, including projects needed in days or overnight, is offered when OhmCo's schedule allows and at OhmCo's discretion. For rush projects:

• Payment first: rush projects require payment in full before work begins, plus a rush fee of 50% of the project price. Unless OhmCo agrees otherwise in writing, no rush work starts until payment is received in cleared funds.
• Fees are earned on start: rush fees and all rush payments are earned when work begins and are non-refundable, because OhmCo sets aside other work and its schedule to meet the deadline.
• No launch before payment: OhmCo does not publish, transfer, connect a domain to, or hand over a rush website, design, or file before full payment. Previews, staging links, and drafts are for review only. Viewing or testing them does not transfer a license or create a right to use them.
• Approval ends the work: if OhmCo completes the work by the agreed deadline, the fees are owed in full, whether or not the Client reviews the work, replies, uses it, or changes its mind.
• Rush work is still subject to these Terms: including Sections 4, 5, 7, 16, and 17. The agreed deadline depends on the Client providing content, feedback, and approvals promptly.

A 50% deposit is required before work begins. Certain new-client projects may require prepayment. Final cost may vary with revisions or requests beyond the original scope.

• Web.Lab subscriptions include hosting, SSL certificates, compliance updates, optimization, and continued platform access.
• Co.Lab covers ongoing social media management.
• Design.Lab is your OhmCo login and portal, included for every OhmCo customer at $10 per month. It includes continued access to design libraries, assets, and storage on OhmCo servers.

Subscriptions are due before the first of each month and remain active until canceled with 30 days' written notice. If canceled after the first of the month, that month's payment is non-refundable. Pricing and features may change without notice. Clients are responsible for managing their accounts and payment methods.

Balances are due on project completion or 30 days after the project begins, whichever comes first. If a project stalls because of client inactivity, the remaining balance is still due within 30 days. Working files are delivered only after full payment and may incur additional charges.

Projects include two rounds of revisions. Additional rounds are billed hourly (one-hour minimum). Scope changes, unforeseen issues, or milestone adjustments may result in revised billing. Change orders are documented and approved in writing where applicable.

All designs, layouts, code, written content, and creative assets produced by OhmCo remain OhmCo's intellectual property. Upon full payment, the Client receives a non-exclusive, non-transferable license to use the final deliverables solely to operate their business at the specified domain.

This license does not include resale, replication, redistribution, or reproduction by any third party. Duplicating, reverse-engineering, or recreating OhmCo designs or layouts is a breach of these Terms.

Clients are responsible for securing the rights to all materials they provide. OhmCo is not liable for infringement arising from Client-provided materials. Ownership of AI-generated or AI-assisted material is addressed in Section 23.

All creative work, concepts, designs, layouts, code, and copy remain OhmCo's property until paid in full, and no license to use them exists until then. A deposit secures your place in our schedule. It does not purchase a license.

If an invoice is unpaid and in default under Section 17, and the balance remains unpaid 10 days after OhmCo sends written notice (email counts), OhmCo reserves the right to:

• use, adapt, modify, and repurpose the unpaid designs, layouts, templates, graphics, and written content for other clients and projects;
• license or resell those works, in whole or in part, to others; and
• unpublish, suspend, or remove the work from any hosted or public location.

This right applies only to OhmCo's original work. OhmCo will not reuse a Client's logos, trademarks, brand names, or other materials the Client supplied, and will not present reused work as belonging to or endorsed by the Client. Paying the outstanding balance in full, plus any accrued fees, before the work is reused ends OhmCo's right to reuse it. Exercising these rights does not release the Client from the amounts owed, which remain collectible, and OhmCo's other remedies are not limited.

The Client agrees not to engage, solicit, or contract with any third party to copy, recreate, or substantially duplicate the look, layout, or functionality of an OhmCo website. This applies during active services and for twelve (12) months after termination.

Any vendor, developer, or marketing provider who reproduces OhmCo's work, or conditions unrelated services on replacing an OhmCo website, violates this clause. OhmCo may seek injunctive relief and damages.

Clients agree not to share OhmCo's intellectual property, platform credentials, or project files with competitors or other agencies. No third-party provider may use access to OhmCo's work product to solicit or replace OhmCo's services. Clients must ensure their subcontractors and affiliates follow these same restrictions.

OhmCo's web services are independent of all third-party marketing or technology vendors. No outside company may require rebuilding or replacing an OhmCo website as a condition for unrelated services such as pay-station software, advertising, or POS integrations. OhmCo retains ownership of its platform configurations and may deny competitor access.

If required materials (text, images, logos) are not provided within 30 days of project start, OhmCo may charge a 55% surcharge or close the project without refunding the deposit.

Text must be supplied digitally, and images shared by Box, Google Drive, or email. Missing text may incur $99 per text set, and missing images $55 per image. Logo recreation to vector format is billed separately.

Working files remain OhmCo's property and are not included in deliverables unless purchased separately. Third-party font and stock image licenses must be purchased by the Client, and OhmCo may bill the Client for any third-party costs it advances, including fonts, stock photos, and plugin licenses.

A 50% non-refundable deposit (kill fee) is required for all projects. If canceled before work begins, a refund may be issued at OhmCo's discretion, less a 10% administrative fee. Subscription services require 30 days' written notice, and payments for the current month are non-refundable. Social media services are non-refundable.

OhmCo websites are built and maintained only within OhmCo's managed Web.Lab environment and are not eligible for transfer or migration to outside servers, platforms, or hosts.

No third party may copy, extract, or recreate any part of an OhmCo website, including photos, graphics, text, layouts, structure, or functionality, for use elsewhere. Once the account is paid in full, Clients may request their original text and image assets. All code, layouts, widgets, templates, and configurations remain OhmCo's exclusive property and are non-transferable.

Logo projects include free file retrieval. All other retrievals are $199 per file or format. Working files may be purchased separately.

Please contact us first if you have a billing concern. We will work it out with you. If a Client files a chargeback, reverses a payment, or disputes a charge with a bank or card issuer instead:

• Deposit forfeited: the 50% deposit is a non-refundable fee earned when work is scheduled and begun. A chargeback does not entitle the Client to recover it, and the Client forfeits the deposit in full.
• Reversed funds are owed: any amount reversed, withdrawn, or held back by a chargeback, whether a deposit, balance, or subscription payment, remains owed to OhmCo and is due immediately.
• Full balance due: the entire unpaid balance for the project, including work already completed, becomes due at once.
• Fees: the Client pays all chargeback and dispute fees charged to OhmCo by its processor or bank, plus a $75 administrative fee, and the $399 reinstatement fee if services are to be restored.
• Suspension and rights: all services are suspended immediately, no license to any deliverable exists, and OhmCo may exercise its rights under Sections 7 and 17.
• Evidence: OhmCo may submit these Terms, the signed or accepted estimate, approvals, messages, logs, and proof of delivery to the bank or processor to contest the dispute, and the Client agrees that this is proper.
• No double recovery: a payment dispute filed for work that was delivered, approved, or put to use is not a valid claim, and the Client agrees to withdraw it on request.

Chargebacks do not cancel the debt. They add to it.

An invoice unpaid 30 days after its due date is in default. When an invoice is in default:

• Late fee and interest: a late fee of 1.5% per month (18% per year), or the maximum rate allowed by law if lower, applies to the unpaid balance from the due date until paid in full.
• Suspension: OhmCo may suspend any or all services, including websites, hosting, social media, ad management, and design library access, until the account is current. A reinstatement fee of $199 applies to restore suspended services.
• Acceleration: all other amounts the Client owes OhmCo, including remaining subscription charges and invoiced-but-unpaid project phases, become immediately due.
• Section 7 rights: OhmCo may exercise its Unpaid Work & Reuse Rights.
• Collection costs: the Client is responsible for all costs of collecting the debt, including collection agency fees, court costs, and reasonable attorney fees, whether or not a lawsuit is filed.
• Returned payments: returned checks, failed ACH payments, and declined cards incur a $50 fee, plus any bank charges.

Payments are applied first to collection costs, then late fees and interest, then the oldest invoice balance. OhmCo's remedies are cumulative, and accepting a partial or late payment does not waive any of them.

By accepting an estimate or invoice, the Client authorizes OhmCo to charge the payment method on file for all recurring subscriptions, balances, approved change orders, third-party costs advanced by OhmCo, and late fees owed under these Terms. The Client must keep its payment information current.

If a payment fails, OhmCo may retry the charge and apply the failed-payment fee in Section 17. Credit card payments may carry a processing surcharge where permitted by law. Prices do not include sales tax or similar taxes, which are the Client's responsibility.

Billing questions must be sent to OhmCo in writing within 10 days of the invoice date, stating the specific items in dispute. Invoices not disputed within that time are considered accepted.

The Client must pay any undisputed portion by the due date. A dispute does not pause the due date on the undisputed amount, and does not give the Client the right to withhold payment or to file a chargeback.

OhmCo may suspend or terminate services immediately if the Client is in default, files a chargeback, breaches these Terms, or becomes insolvent. Termination does not cancel amounts owed.

If a Client's account remains suspended for 60 days, OhmCo may permanently delete the Client's website, content, and files from its systems, and has no obligation to retain or deliver them. Services suspended or terminated for non-payment are not eligible for refunds or credits.

The person accepting an estimate, signing, or paying for services on behalf of a business confirms they have authority to bind that business. If the Client is a corporation, LLC, or other entity, that person also agrees to be personally responsible for the Client's payment obligations to OhmCo under these Terms, including late fees and collection costs, if the entity does not pay.

OhmCo's right to be paid for work performed is absolute and is not affected by the Client's later claims, conduct, or changes of mind. By accepting an estimate, approving work, or using any deliverable, the Client agrees to the following:

• Work accepted is work owed: The Client's approval, use, publication, or acceptance of any deliverable, in writing, by email or message, or by conduct, confirms the work was delivered and the fees are owed.
• No claimed misunderstanding: The Client confirms it has read and understood these Terms and the estimate or invoice, had the chance to ask questions, and may not avoid payment by claiming it did not read, understand, or remember them, or did not know what it was agreeing to. Ignorance of the Terms is not a defense.
• No withholding or offset: The Client may not withhold, reduce, or offset payment because of an unrelated dispute, a claimed counterclaim, dissatisfaction raised after approval, or a change in the Client's business, funding, or plans.
• Records control: OhmCo's emails, messages, approvals, version history, platform logs, and invoices are accepted as evidence of the work, the approvals, and the amounts owed.
• Every remedy, every time: OhmCo may pursue any combination of the remedies in these Terms and under law, including a demand letter, a collection agency, a lawsuit, a judgment, and enforcement against the Client and any guarantor. OhmCo may add collection costs, interest, and fees to the balance. OhmCo may report unpaid accounts to collection agencies and, where permitted by law, to credit and business reporting services.
• No waiver by patience: Delay, extensions, payment plans, partial payments, or negotiation do not waive OhmCo's right to the full amount, unless OhmCo agrees otherwise in a signed writing.
• Settlement is not an admission: OhmCo may accept less than the full amount in settlement without waiving its right to the rest if the settlement terms are not met. A broken payment plan makes the full balance due immediately.
• Continuing obligation: The Client's obligation to pay survives termination, suspension, non-use of the services, sale or closure of the Client's business, and any change of ownership.

OhmCo is not responsible for issues caused by unauthorized edits, copied layouts, or third-party modifications. Repairs are available at standard hourly rates.

Domains purchased by OhmCo on a Client's behalf remain the Client's responsibility to maintain. OhmCo is not liable for expired or lost domains due to non-payment. Clients must provide delegate access for setup but retain ownership of the domain account.

Clients are responsible for all content published to their social channels, and for monitoring those accounts.

The Client agrees to use OhmCo services for lawful purposes only and to indemnify OhmCo against claims, damages, or losses arising from unlawful or unauthorized use, from content, materials, or AI-generated content the Client supplies or approves, and from the Client's advertising, offers, and claims.

This section applies to all paid advertising OhmCo sets up, writes, designs, or manages for a Client, including Google, Meta, and other platforms.

• Client accounts and billing: Ad accounts must be opened in the Client's name with the Client's own payment method. OhmCo does not pay for, advance, finance, or guarantee ad spend, and will not run ads on an OhmCo payment method unless the Client has prepaid the full ad budget to OhmCo in cleared funds before launch.
• Spend is the Client's responsibility: The Client is solely responsible for all platform charges, including overspend, daily budget variance, residual or pending charges after ads are stopped, invalid-click charges, and taxes. Platforms may spend more than a daily budget on some days.
• Management fees: OhmCo's setup and management fees are separate from ad spend, are billed under these Terms, and are non-refundable. Ad spend is never a credit against OhmCo fees.
• Authority and budget: The Client approves each budget, offer, and campaign before launch. OhmCo acts only on the budget and instructions the Client approves in writing, which includes email.
• Client content and claims: The Client is responsible for the accuracy and legality of every offer, price, promotion, membership term, discount, and claim in its ads and landing pages, and for any required disclosures, including recurring-membership terms. The Client confirms it has the rights to all images, logos, music, and text it supplies.
• Platform rules: Ads must follow each platform's advertising policies and applicable law. OhmCo may decline, pause, or remove any ad it believes may violate a platform policy or law, or put OhmCo or its accounts at risk. OhmCo is not liable for ad disapprovals, account suspensions or bans, lost placement, or click fraud.
• Tracking and data: The Client is responsible for lawful use of tracking pixels, cookies, call tracking, text messaging, and customer data, including required notices and consents.
• Funding failures: If a payment method fails or ad funding runs out, OhmCo may pause campaigns immediately and has no liability for lost traffic or sales.
• Reimbursement: If OhmCo ever pays a platform cost on the Client's behalf, the Client must reimburse OhmCo within 7 days of invoice, plus a 10% handling fee, and OhmCo may suspend services until it is paid.
• No guarantee: OhmCo does not guarantee leads, sales, return on ad spend, impressions, or any other result.
• Cancelling ads: Cancellation requires 30 days' written notice. The Client must make sure the ad account itself is stopped, and remains responsible for all platform charges until it is.

OhmCo may pause ad management, and remove its access to ad, social, and website accounts it set up, while any invoice is in default.

OhmCo and its Clients may use artificial intelligence (AI) tools, including tools for writing, image creation, editing, research, translation, analytics, and code. This section explains how that works.

• OhmCo's use of AI: OhmCo reserves the right to use AI tools, in whole or in part, to create, assist with, or improve any deliverable, at its discretion, and uses reasonable care when it does.
• Client's use of AI: The Client may use AI tools in connection with OhmCo's services, including to create text, images, or other content it gives to OhmCo. The Client is responsible for that content, for the terms of the AI tool it used, and for having the right to use the output commercially.
• No guarantee of ownership or copyright: AI-generated or AI-assisted material may not qualify for copyright protection, and ownership of AI output is unsettled in many places. OhmCo makes no promise that AI-generated or AI-assisted material is protectable, exclusive, or owned by anyone. Section 6 still applies to the parts of a deliverable created by OhmCo's team.
• No guarantee of uniqueness: AI tools can produce similar or identical output for different users. OhmCo does not guarantee that AI-generated or AI-assisted content is unique, original, or free of resemblance to other works. If the Client chooses AI-generated material and asks that it stay unchanged, OhmCo cannot promise it will be unique.
• Accuracy and review: AI can be wrong, outdated, or misleading. The Client must review and approve all content, including prices, claims, hours, legal statements, and facts, before it is published. Approving a deliverable means the Client accepts it as accurate.
• No infringement guarantee: OhmCo does not warrant that AI output does not resemble or infringe third-party rights. OhmCo may revise or replace any AI-generated element at its discretion if a concern is raised.
• Confidential and personal information: The Client must not give OhmCo, or enter into an AI tool for OhmCo's use, passwords, payment card numbers, government ID numbers, health information, or other sensitive personal data. OhmCo will not knowingly enter a Client's confidential business information into a public AI tool that uses inputs to train its models.
• People and likeness: OhmCo will not create AI content that imitates a real person's face, voice, or likeness without that person's written consent, and will not create deceptive content such as fake reviews, fake testimonials, fake before-and-after results, or fake endorsements. The Client agrees not to request or supply any.
• Disclosure and platform rules: The Client is responsible for any labels or disclosures that laws or platforms, such as Google and Meta, require for AI-generated or AI-altered content, and for following each platform's AI policies.
• Safe and lawful use: AI may not be used with OhmCo's services for unlawful, harassing, discriminatory, or misleading content, or to target children. OhmCo may refuse, pause, or remove any content or project that it believes is unsafe, unlawful, or a risk to OhmCo.
• Third-party AI tools: AI tools are third-party services with their own terms. OhmCo is not liable for their outages, errors, policy changes, or data practices.
• Changing technology: AI laws and tools change quickly. OhmCo may update this section at any time under Section 1.

Custom signage, printing, labels, LED signs, and other manufactured items are made to order, so they are non-cancelable and non-refundable once production begins, and may require payment in full before production or shipping. The Client must proof and approve all artwork before production.

OhmCo is not responsible for errors in approved proofs, or for color variation between screens and printed materials. Risk of loss passes to the Client when goods leave OhmCo's or its vendor's possession, and title to goods remains with OhmCo until they are paid in full.

OhmCo does not guarantee rankings, traffic, leads, sales, membership growth, or any specific marketing result. Results depend on factors outside our control, including the Client's content, budget, responsiveness, and market conditions. Results do not change the Client's payment obligations.

OhmCo's services rely on third-party platforms such as Duda, AWS, Google, Meta, and payment providers. OhmCo is not liable for outages, policy changes, account suspensions, or data loss caused by those platforms.

To the fullest extent permitted by law, OhmCo's total liability for any claim relating to its services is limited to the amount the Client paid OhmCo for the specific service in the three (3) months before the claim arose. OhmCo is not liable for indirect, incidental, consequential, or lost-profit damages. The Client agrees that no claim or dispute against OhmCo is a basis for withholding payment of undisputed amounts.

OhmCo may display completed work, screenshots, and the Client's name and logo in its portfolio, case studies, and marketing, unless the Client objects in writing. OhmCo will not share confidential business information.

The Client agrees that notices, invoices, reminders, and demands may be sent by email, text, or through OhmCo's project and billing systems, and are effective when sent. The Client must keep a current email address and phone number on file with OhmCo, and notices sent to the last address on file are considered received.

These Terms are governed by the laws of the State of Wisconsin. Any dispute will be brought exclusively in the state or federal courts located in Outagamie County, Wisconsin, and the Client consents to that jurisdiction. Despite this, OhmCo may also bring an action to collect amounts owed, or to enforce its ownership and reuse rights, in any court where the Client, any guarantor, or their assets are located, and the Client waives any objection to that venue. In any action to enforce these Terms, the prevailing party recovers its reasonable attorney fees and costs.

These Terms, together with the signed or accepted estimate or invoice, are the entire agreement between OhmCo and the Client. The Client may not assign its rights or obligations without OhmCo's written consent. OhmCo may assign its rights, including the right to collect amounts owed. OhmCo's failure to enforce any provision is not a waiver of that provision.

Sections covering payment, default, ownership and licensing, unpaid work rights, non-circumvention, non-solicitation, indemnity, limitation of liability, governing law, and collection costs survive termination or expiration of services.

If any part of these Terms is found unenforceable, the rest remains in effect.