Project Terms and Conditions v1.4

Update History: This document was published on March 1, 2026. Previous version here. As updates are made, previous versions will be retained and linked from this page.

1. Definitions

For purposes of this Agreement:

a. “Agreement” means collectively (i) the Proposal you signed or accepted with us and (ii) these Project Terms and Conditions.

b. “Proposal” means the written proposal, statement of work, scope document, or order form signed or accepted by you that describes the Services, Deliverables, timeline, fees, and any other project-specific terms.

c. “Client,” “you,” or “your” means the company, entity, or individual identified in the Proposal (or any trade name, d/b/a, affiliate, or successor thereof) for whom we are performing the Services. In the event of any error, misspelling, misnomer, typographical mistake, or other inaccuracy in the Client’s name as set forth in the Proposal or any related document, this Agreement shall remain fully valid and binding on the actual party receiving the Services and/or the party that executed, accepted, or otherwise agreed to the Proposal. 

d. “Company,” “we,” “us,” or “our” means, as applicable under the Proposal, either (i) Big D Creative, Inc. (for web and app design and development services) or (ii) SEO Dogs, Inc. d/b/a Dallas SEO Dogs (for all other digital marketing services).

e. “Party” or “parties” means you or us, or both of us collectively, as the context requires.

f. “Services” means the digital marketing, SEO, web design, development, advertising, or other services described in the Proposal.

g. “Deliverables” means all final work product created or provided by us under the Agreement, including services and materials described in the Proposal. “Deliverables” does not include any pre-existing tools, frameworks, methodologies, or intellectual property owned by us prior to the engagement, nor any Client Materials or third-party materials not created by us.

h. “Client Materials” means all text, images, logos, data, content, credentials, and other materials provided by you to us for use in performing the Services.

i. “Content” means text, images, video, product information/databases, files, social media account links, and login credentials for any third-party systems, hosting, or registrar accounts.

j. “Project” means the specific engagement or body of work described in a Proposal, whether one-time or ongoing.

k. “Business day” means any day other than a Saturday, Sunday, or federal legal holiday observed in the State of Texas.

l. Our “standard hourly rate” for additional website maintenance work outside of any Care Plan is $150 per hour (or such other rate as may be stated in your Proposal or a maintenance plan).

2. Client Cooperation and Prompt Feedback

Your timely cooperation, feedback, approvals, and provision of Content are essential for us to deliver the Services on schedule and within the resources we have allocated.

If we request that you review, approve, provide feedback on, or supply any plans, deliverables, Content, or other materials, you agree to respond in writing within five (5) Business Days. If you fail to respond within that period, we may deem the item approved as submitted and proceed with the Services accordingly.

You acknowledge that any delays caused by your failure to provide timely feedback, approvals, or required Content may result in corresponding delays to project timelines, for which we shall not be responsible. Such delays may also result in additional fees for extended resource allocation, expedited work, or other reasonable charges, and may constitute a material breach of this Agreement.

This Section applies throughout the entire Term of the Agreement.

3. Terms Specific to Web Design, Web Development, App Design, and App Development Services

The following terms apply only to web design, development, and app development Services (collectively, “Development Services”). In the event of any conflict between this Section 3 and any other provision of this Agreement, this Section 3 shall control with respect to Development Services only.

a. Project Scope. The scope of the Development Services is strictly limited to the tasks, Deliverables, and specifications detailed in the Proposal. It does not include any changes to scope, flow, graphics, content revisions, additional functionality, or additional Licensed Media unless expressly agreed to by both parties.

b. Payments.

i) Payment Methods. We accept wire transfers, checks, cash, credit cards, PayPal, and online payments unless otherwise stated above. Personal checks must clear before work begins or any work product is delivered.

ii) Final Payments and Acceptance. Upon completion of the in-scope Development Services, we will deliver the work product to you for review. You agree to review it promptly and, within fifteen (15) calendar days of delivery, submit a written list of corrections limited to errors or omissions from the agreed scope. We will make those corrections and re-deliver. If you either (1) identify no errors or (2) elect to accept the work and proceed to launch or final delivery, you agree to pay in full all outstanding invoices (including any out-of-scope work and taxes) within ten (10) calendar days and prior to launch or delivery of final files. The same review-and-payment process applies to any out-of-scope work.

iii) Acceptance; Chargebacks; Warranty. By making final payment, you accept the Development Services as delivered and agree not to initiate any chargeback or stop-payment on any amount paid to us. We warrant that we will correct any errors in our code reported in writing within ninety (90) days after completion or launch (whichever occurs first). “Errors” means defects in our coding or programming and does not include changes to functionality, flow, pages, content, images, or layout.

c. Client Cooperation; Delays. Your timely provision of Content, feedback, approvals, and payments is essential. Section 2 of this Agreement applies in full to Development Services. In addition:

i) Placing Projects On Hold. We may, at our sole option, place the project on hold if you (1) fail to respond to our written requests within ten (10) calendar days, (2) have any payment more than ten (10) calendar days past due, or (3) fail to deliver all final Content within two (2) weeks after execution of the Agreement (unless a different date is stated in the Proposal).

ii) Project Extension Fee. If we place the project on hold, you agree to pay a Project Extension Fee equal to the greater of ten percent (10%) of the total project price or $750. This fee compensates us for additional project management, collections, and resource-reallocation costs. You shall pay the fee within ten (10) calendar days of invoice and before we resume work.

iii) Projects on Hold More Than 30 Days. If the project remains on hold for a cumulative total of thirty (30) calendar days, the entire remaining balance of the project fee (plus any out-of-scope amounts and taxes) shall become immediately due and payable. Upon receipt of full payment, at your request we will complete the site using placeholder (Latin or AI-generated) content, which you may later replace via the content management system. We will then deliver the final files.

iv) Reactivation. Upon reactivation after any hold, we will provide a revised estimated completion timeline that accounts for the delay and our then-current workload. We will use commercially reasonable efforts to complete the Services as soon as practicable.

v.) Material Breach. Any material breach by you of this Agreement (including repeated failure to pay or provide required Content) shall also entitle us to the remedies set forth in Section 14 below.

d. Training. We include up to two (2) hours of post-launch training (via screenshare or recorded videos) on the basics of any content management system we provide. Any additional training will be billed at our standard hourly rate.

e. Ownership and License. Upon your full and final payment of all amounts due under this Agreement, you shall own all Deliverables we create specifically for you under the applicable Proposal, subject to the terms of Section 12 regarding any Licensed Media. We grant you a perpetual, irrevocable, worldwide license to use and reproduce any custom code we develop for your site or app (we retain copyright ownership in our code). Open-source code remains the property of its original owner, and you receive the applicable license for that code. This ownership and license provision applies to all future Development Services unless the parties expressly agree otherwise in writing.

f. Mockups and Change Requests. We will provide layout mockups for your review and approval before development begins. Once mockups are approved and moved into development, any additional changes to approved pages or designs shall be considered out-of-scope and billed at our standard hourly rate.

g. Client Materials and Content Delivery. You may provide Client Materials (including text, images, video, logos, and other content) either in a single document, via our JumpChart content repository, or via a Word or Google Doc. You agree to deliver all final, approved Client Materials no later than the deadline specified in the Proposal (or, if none is specified, within two (2) weeks after execution of this Agreement). Once we have begun incorporating any Client Materials into the Development Services or Deliverables, any subsequent changes, revisions, additional deliveries, or new Client Materials shall be considered out-of-scope and billed at our standard hourly rate. You acknowledge that late delivery of Client Materials may cause project delays for which we shall not be responsible and may trigger the hold and Project Extension Fee provisions in Section 3.c.

h. Responsibility for Errors and Third-Party Issues. We are not liable for typographical or content errors (which are your responsibility during final review) or for any errors caused by you or any third party, including hosting providers, registrars, or third-party code. You are solely responsible for obtaining hosting and properly pointing your domain. Domain transfer or migration assistance is not included unless you use one of our hosting partners. Otherwise, we may perform such services at our standard hourly.

i. Consultation. The Development Services include up to three (3) hours of reasonable email or phone consultation for general internet orientation, design advice, and CMS/e-commerce training. Additional consultation will be billed at our standard hourly rate.

j. Website Deployment and Hosting Options. Upon final acceptance of the work product, you must elect one of the following:

Option 1 – Agency-Managed Hosting. We will launch and host the site on our managed WP Engine infrastructure. This is an ongoing subscription subject to our monthly hosting and maintenance fees and our Refund and Cancellation Policy.

Option 2 – Client-Managed Hosting. We will deliver a complete WordPress backup file (database and files) for you to launch on your chosen host. Delivery of the backup file fulfills our deployment obligations.

We are not responsible for installation, launch, performance, or security of the site on any third-party hosting platform. Any assistance we provide with migration, troubleshooting, or launch on a third-party host shall be billed at our standard hourly rate as additional services.

4. Terms applicable to monthly services (e.g., SEO/AIO/AEO/LLMO/GEO, Online Advertising, Social Media, Consulting, Review Management, Content Writing and any other ongoing Services besides web hosting).

The following terms apply only to monthly or recurring Services. In the event of any conflict between this Section 4 and any other provision of this Agreement, this Section 4 shall control with respect to monthly/recurring Services only.

a. Payment Authorization and Billing. You agree to provide and maintain valid credit card information and authorize us to charge your card (or other approved payment method) for all monthly fees on the first day of each month while the Agreement is in effect. All payments are non-refundable.

b. Late Payments. If any payment is not received within seven (7) calendar days of the due date, we may immediately suspend all Services without further notice. We shall have no obligation to complete or deliver any portion of the Services for that month if payment is late. Any work not completed due to late payment may be carried over to the following month at our discretion. Repeated late payments shall constitute a material breach of this Agreement.

c. Payments More Than Thirty (30) Days Overdue. If any payment remains unpaid more than thirty (30) calendar days after the invoice date, we may, upon written notice to you, immediately suspend or terminate the Services (including any ongoing project or campaign). Suspension or termination of the Services does not terminate this Agreement and does not relieve you of any of your obligations hereunder.

The parties acknowledge and agree that the actual damages we would suffer from your failure to make timely payments on monthly/recurring Services are uncertain and difficult to ascertain at the time this Agreement is made. This is because of the nature of our ongoing digital marketing services, including (without limitation) lost recurring revenue, disruption to campaign momentum and client acquisition efforts, unabsorbed fixed costs, the time and expense required to replace the revenue stream, and the challenges in promptly reallocating resources.

Therefore, in addition to all past-due amounts, you agree to pay us, as liquidated damages and not as a penalty, an amount equal to 100% of the remaining unpaid contracted fees for the Services scheduled to be performed for the remainder of the then-current term of the Agreement. In addition, if the breach occurs within the last thirty (30) days of the current term, you shall also pay for one additional month of service. The parties agree that this amount is a reasonable pre-estimate of our anticipated damages, is not disproportionate to the harm we would suffer, and represents a fair approximation of just compensation.

We may also immediately cease or suspend all Services without further notice. All amounts due under this subsection shall be payable immediately upon suspension or termination. This provision is in addition to (and not in lieu of) any other rights or remedies available to us under this Agreement.

d. Paid Search / Advertising Services Damages Upon Breach. For paid search, online advertising, or any other Services where our fee is calculated as a percentage of the client’s ad spend (with a minimum fee), the parties agree that actual future ad spend after a breach is uncertain and difficult to ascertain. Factors making damages difficult to estimate include (without limitation) the loss of campaign momentum, historical performance data, keyword and audience optimization history, seasonal variations, market changes, and the time and expense required to replace the revenue stream from this engagement.

Therefore, in the event of any material breach by you (including, without limitation, failure to make timely payments), the client’s ad spend for the remainder of the then-current term, for purposes of calculating our damages and/or any cancellation fee under this Section 4, shall be deemed to be the average monthly ad spend during the last six (6) paid months under this Agreement (i.e., the six most recent months in which you actually paid our invoices in full). “Paid months” means months in which you made full payment of our fees. This deemed ad spend shall be used to calculate our percentage-based fee for the remaining term, subject to any minimum fee. The parties agree that this method represents a reasonable pre-estimate of our anticipated damages and is not a penalty.

This provision is in addition to (and not in lieu of) the remedies set forth in Section 4.c and Section 14.

5. Non-Refundable Fees and Cancellation All fees paid or payable under this Agreement are non-refundable. By signing the Proposal, you acknowledge that you have reviewed our work samples and understand the nature and quality of the Services. Once the Agreement is executed, we reserve and schedule resources specifically for your project.

a. One-Time / Development Services. Development Services may not be canceled after execution except with our prior written approval, which we may withhold in our sole discretion.

b. Monthly / Recurring Services. Monthly or recurring Services may be canceled only in accordance with the notice and payment obligations set forth in Section 4 (including any minimum term and the cancellation / liquidated damages provisions in Section 4.c). Monthly services that have no minimum term stated in the Proposal may be canceled upon thirty (30) days’ written notice prior to the beginning of the next billable month.

c. Refund Policy. For additional details, see our Refund Policy (linked in the footer of our website).

6. Late Fees

Any amount not paid when due shall bear interest at the rate of one and thirty-five hundredths percent (1.35%) per month (or the maximum rate permitted by law, whichever is less) from the due date until paid in full.

7. Logo Creation

Logo design is limited to the number of options and revisions listed in the Proposal. Any additional options or revisions will be billed at our standard hourly rate.

8. Reimbursement of Collection Costs

You agree to reimburse us for reasonable collection fees, attorney fees and costs and expenses incurred in the collection of any amounts due to us under our Agreement, without regard to whether settlement is reached or formal proceedings are commenced to effect collection, and including all attorney fees, costs and expenses in any arbitration or legal proceedings related thereto, including appeals of any arbitration award or court determination.

9. Performance of Services and Access

We shall determine the manner in which the Services are performed. You agree to provide us with timely access to any accounts, systems, credentials, or information reasonably needed to perform the Services (e.g., website, server, database, social media, Google Analytics, Google Ads, Search Console, etc.). If we are unable to perform any Services due to your failure to provide such access, we shall not be responsible for those Services, and your obligation to pay all fees shall continue uninterrupted.

10. Compliance with Laws

You are solely responsible for ensuring that your website, content, and marketing activities comply with all applicable federal, state, and local laws, including (without limitation) tax laws, advertising laws, and laws governing electronic commerce. We have no responsibility or liability for any changes in your revenue or for ensuring legal compliance of your website or content.

11. Copyrights and Trademarks

We represent that the Deliverables we create specifically for you and all Licensed Media licensed under Section 12 are either original to us or properly licensed from the applicable third-party provider. Except for the Deliverables and Licensed Media we provide, you assume all liability for any copyright or trademark infringement arising from Client Materials furnished by you or used at your direction. You represent and warrant that all text, graphics, photos, designs, trademarks, or other Client Materials you provide are either owned by you or you have the legal right to use them. You agree to indemnify, defend, and hold us harmless from any claim or suit arising from your Client Materials or from your use of any Deliverables or Licensed Media outside the scope of the licenses granted under this Agreement.

12. Stock Photography and Licensed Media

We may, at our discretion, license stock photographs, illustrations, videos, icons, graphics, or other media from third-party providers such as Shutterstock (collectively, “Licensed Media”) for use in the Deliverables.

Upon your full and final payment for the applicable Project, you are granted a limited, non-exclusive, non-transferable, royalty-free license to use the Licensed Media solely as incorporated into the final Deliverables. This license does not include the right to:

a. use any Licensed Media independently or outside of the Deliverables;

b. extract, download, copy, store, or redistribute the raw Licensed Media files;

c. use the Licensed Media in any other projects, websites, marketing materials, print collateral, social media, or derivative works;

d. modify the Licensed Media beyond normal cropping, resizing, or color adjustments reasonably necessary for the Deliverables; or

e. sublicense, transfer, assign, or otherwise convey any rights in the Licensed Media to any third party.

All rights in and to the Licensed Media remain with us and/or the original stock licensor. The license granted in this Section is subject to the terms and conditions of the applicable stock provider’s license agreement. If you require broader or independent usage rights to any Licensed Media, you are solely responsible for obtaining such rights directly from the stock provider at your own expense.

We represent that we have properly licensed all Licensed Media used in the Deliverables. You agree to comply with all usage restrictions imposed by the stock provider and to indemnify, defend, and hold us harmless from any claims, damages, or expenses arising from your use of Licensed Media outside the scope of the license granted in this Section.

13. Subcontractors

We may assign qualified subcontractors to perform portions of the Services. We remain fully responsible for all work performed by our subcontractors.

14. Limitation of Liability

In recognition of the relative risks and benefits of the Services, you agree, to the fullest extent permitted by law, that our total aggregate liability (and that of our officers, directors, employees, shareholders, owners, and subcontractors) for any and all claims, losses, damages, or expenses arising out of or related to this Agreement — whether based in contract, tort (including negligence), strict liability, or any other legal theory — shall not exceed the total amount you have actually paid to us for the Services in the twelve (12) months immediately preceding the event giving rise to the claim.

This limitation applies to all claims, including but not limited to breach of contract, negligence, or any other cause of action, but does not apply to losses or damages caused by our gross negligence or willful misconduct. You agree not to seek damages in excess of this limitation directly or indirectly through suits against our officers, directors, employees, or subcontractors. This section shall survive termination or expiration of the Agreement.

15. Client Breach and Liquidated Damages

In the event you materially breach any provision of this Agreement or your project agreement (including, without limitation, any failure to make timely payments), we shall have the right to immediately suspend or terminate the Services (but not this Agreement) upon written notice to you and to cease providing all services.

The parties acknowledge and agree that the actual damages we would suffer as a result of any such breach are uncertain and difficult to ascertain at the time this Agreement is made. This is because of the nature of our digital marketing and development services, including (without limitation) lost revenue opportunities, disruption to campaign or project momentum, unabsorbed fixed costs, the time and expense required to replace the client or project, and the challenges in promptly reallocating resources.

a. Monthly or Recurring Services. Liquidated damages for monthly or recurring Services shall be as expressly set forth in Section 4.c of this Agreement.

b. Development Services and Other One-Time Projects. For web design, development, app development, or any other non-recurring Services, you agree to pay us, as liquidated damages and not as a penalty, an amount equal to the full remaining unpaid portion of the project fee (plus any out-of-scope amounts and taxes). The parties further agree that this amount is a reasonable pre-estimate of our anticipated damages, is not disproportionate to the harm we would suffer, and represents a fair approximation of just compensation.

This liquidated damages provision is in addition to (and not in lieu of) any other rights or remedies available to us under this Agreement, at law, or in equity, including without limitation the right to recover any past-due amounts, late fees, collection costs, attorneys’ fees, and expenses as provided elsewhere in this Agreement. All such amounts shall be due and payable immediately upon suspension or termination. This section shall survive any termination or expiration of the Agreement.

16. Third-Party Hosting Services

a. Hosting Provider. We may procure or facilitate website hosting services from a third-party provider (e.g., WP Engine). We do not own, operate, or control the provider’s servers, infrastructure, or services.

b. Disclaimer of Liability. To the fullest extent permitted by law, we expressly disclaim any and all liability for any losses, damages, or expenses arising from or related to the third-party hosting services, including (without limitation) downtime, data loss, security incidents, performance issues, or any act or omission of the provider.

c. Dispute Resolution. Any disputes regarding hosting services must be resolved directly between you and the provider. We are not a party to, and have no obligation to participate in, any such disputes.

d. Provider’s Terms. Your use of third-party hosting is subject to the provider’s own terms and conditions, which you are responsible for reviewing and accepting.

17. Confidentiality

Each party agrees to keep the other party’s Confidential Information (including pricing, costs, sales data, and non-public business information) strictly confidential and to use it only to perform obligations under this Agreement. This obligation survives termination or expiration of the Agreement. Confidential Information does not include information that is publicly available through no fault of the receiving party or independently obtained from a third party with the right to disclose it.

18. Force Majeure

Neither party shall be liable for any delay or failure to perform due to events beyond its reasonable control, including acts of God, war, terrorism, government regulation, strikes, or natural disasters. The affected party shall promptly notify the other in writing.

19. Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

20.  Portfolio Rights/Site Credit

SEO Dogs and its affiliate companies Big D Creative and Digital Mob shall retain the non-exclusive, perpetual, worldwide right to display, reproduce, and promote our work for you in our portfolio, website, case studies, and marketing materials. We may include a small credit link in the footer of your homepage (e.g., “Site design by Big D Creative” or “SEO by Dallas SEO Dogs”). You may remove this credit at any time for a one-time fee of $3,000.

21.  Non-Solicitation of Employees. 

While we are providing Services and for twenty-four (24) months thereafter, you agree not to solicit, hire, or retain (directly or indirectly) any of our employees or contractors who provided services to you. You further agree not to hire any of our former employees or contractors who left us within the prior twenty-four (24) months. Violation of this section shall entitle us to liquidated damages of $75,000 per violation. This section survives termination of the Agreement.

22. Miscellaneous

a. Sales Tax. We will collect and remit sales tax as required by Texas law.

b. Exclusions. No service is included unless expressly stated in your Proposal.

23. Governing Law and Venue

This Agreement shall be governed by the laws of the State of Texas. Any litigation or dispute arising out of or related to this Agreement shall be brought exclusively in the state or federal courts located in Dallas County, Texas.

24. Successors, Assigns, and Change of Control

This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

In the event you sell, transfer, or dispose of all or substantially all of your assets or business (whether by asset sale, merger, stock sale, reorganization, consolidation, or any other transaction) or undergo a change of control, you shall require the acquiring or new controlling party to assume all of your obligations under this Agreement in writing. You shall provide us with prompt written notice of any such transaction and reasonable assurances that the acquiring or new controlling party has assumed your obligations. You shall remain jointly and severally liable for all obligations under this Agreement unless we expressly release you in writing.

25. Preparation of These Terms

We are not a law firm and do not provide legal advice. You acknowledge that you have had the opportunity to seek the advice of independent legal counsel before signing the Proposal and agreeing to this Agreement. The parties agree that this Agreement was mutually prepared and drafted, and that neither party shall be deemed the sole drafter of this Agreement. Accordingly, any ambiguity in this Agreement shall not be construed against either party as the alleged drafter. This section shall survive any termination or expiration of the Agreement.