9. Contract documents and order of control
This contract consists of: (a) this signed Project Order; (b) these Standard Terms; (c) signed change orders; and (d) attachments expressly incorporated by name. If they conflict, a later signed change order controls, followed by the Project Order, then these Standard Terms. A purchase order or client portal term does not change this contract unless Online Shortlist signs the change.
10. Services and professional standard
Online Shortlist will perform the included services with reasonable care and professional good-faith effort. Online Shortlist may choose its tools, workflow, personnel, contractors, hosting approach, and AI or software providers unless the Project Order restricts them. Online Shortlist remains responsible for the services it delegates.
Online Shortlist does not provide legal, tax, accounting, investment, medical, cybersecurity-certification, or regulatory advice. The Client must obtain qualified review when its industry, content, data, accessibility obligations, claims, promotions, privacy practices, or customer transactions require it.
11. AI-assisted work
Client authorizes Online Shortlist to use AI-assisted and automated tools for the project, subject to the Project Order's data restrictions. Online Shortlist may send project inputs to service providers when reasonably needed to perform the work. Online Shortlist will not knowingly submit passwords, payment-card data, government identification numbers, protected health information, or other restricted data to a general-purpose AI service unless the Client gives specific written authorization and the parties agree on safeguards.
AI output may contain errors, omissions, bias, insecure code, invented facts, or material that resembles third-party content. Online Shortlist will apply human review proportionate to the project, but cannot promise that AI output is unique, protectable, error-free, or fit for an unstated use. Client must review business facts, prices, claims, policies, translations, and regulated content before publication.
AI-provider changes, quotas, outages, model behavior, policy changes, and deprecations can affect cost, output, or schedule. Online Shortlist may substitute a reasonably comparable tool or propose a change order. If no reasonable substitute exists, either party may terminate the affected work under Section 18.
12. Client cooperation, access, and security
Client will provide accurate information, lawful instructions, timely decisions, and the access listed in the Project Order. Client represents that it may authorize Online Shortlist to use each account, system, asset, dataset, contact list, testimonial, review, trademark, photo, video, and other item it supplies.
The parties will prefer delegated roles, password-manager sharing, and client-controlled recovery methods. Client will keep multi-factor authentication enabled and provide time-sensitive approvals during agreed sessions. Online Shortlist will use access only for the project, limit it to people who need it, and return or remove it at handoff.
Client will not send secrets through insecure channels after Online Shortlist identifies a secure method. Online Shortlist will not store passwords in the project's ordinary notes or deliverables. Each party will notify the other without unreasonable delay after discovering unauthorized access that materially affects the project.
If access, content, feedback, approval, or a required payment is late, Online Shortlist may pause the affected work. The schedule and production slot may move. Online Shortlist is not in breach for delay caused by a missing Client dependency.
13. Scope, changes, and revisions
The Project Order defines the scope. A change to pages, features, integrations, languages, content volume, channels, audience, data, acceptance criteria, platform, or schedule may require a written change order.
The included revision rounds cover changes within the agreed direction and scope. Factual corrections caused by Online Shortlist's error do not consume a revision round. New direction, new content, new functionality, or repeated changes to previously approved work may be billed at the approved rate after Client approval.
Email or portal approval from an authorized project contact can approve a change order if it identifies the changed work, price or pricing method, and schedule effect. Online Shortlist will not charge for unapproved out-of-scope work.
14. Review, acceptance, and launch
Online Shortlist will notify Client when a milestone is ready for review. Client will either accept it or give one consolidated written list of specific scope defects during the Project Order's review period. Online Shortlist will correct confirmed scope defects and resubmit them.
A deliverable is accepted when Client: (a) approves it in writing; (b) uses or publishes it outside testing; or (c) does not send a specific defect list before the review period ends. Acceptance does not waive a hidden defect that Client could not reasonably identify during review.
Client authorizes launch when it gives written launch approval or instructs Online Shortlist to publish. Emergency rollback or post-launch work outside the stabilization period requires a care plan or change order unless Online Shortlist caused the defect.
15. Results and platform limits
Online Shortlist does not guarantee search ranking, traffic, leads, sales, revenue, audience growth, social reach, advertising approval, account verification, email delivery, accessibility certification, security certification, uninterrupted service, or a third party's decision.
Online Shortlist may provide estimates, diagnostics, recommendations, or projections. They depend on available evidence and assumptions. Client controls its offer, pricing, customer service, sales response, operations, legal compliance, and business decisions.
Social and marketing work depends on Client's truthful claims, approvals, original material, response speed, and platform access. Platforms may remove content, restrict accounts, change algorithms, reject advertising, or change their terms. Online Shortlist will use good-faith effort but does not control those decisions.
16. Third-party services and charges
Third-party services include registrars, DNS, email, hosting, analytics, AI, fonts, stock media, plugins, social platforms, payment services, advertising networks, and APIs. Their terms, policies, prices, availability, security, data practices, and support control their services.
Client will own and pay ongoing third-party accounts unless the Project Order says otherwise. Online Shortlist may advance a charge only after Client approval and may invoice Client for reimbursement. Online Shortlist does not promise a vendor's price or continued free tier. The parties will confirm the selected registrar, email, DNS, hosting, and other providers before setup.
Online Shortlist is not responsible for a third-party outage, suspension, price change, policy, data loss, security event, deprecation, or decision beyond Online Shortlist's reasonable control. Online Shortlist will provide reasonable transition help within the existing scope or under a change order.
17. Fees, expenses, and collections
Client will pay the fees, approved expenses, third-party charges, and taxes stated in the Project Order. Online Shortlist may apply payments to the oldest unpaid invoice. Client must raise a good-faith invoice dispute before the due date and pay the undisputed amount.
The Project Order applies no late charge. Online Shortlist will give written notice before suspending work or withholding an unlaunched deliverable for nonpayment.
Online Shortlist banks with Palmetto Citizens Federal Credit Union. Its Blythewood office at 312 Blythewood Road, Blythewood, SC 29016 is not a payment instruction. Use only verified invoice instructions and confirm any requested payment-account change by calling 803-466-9018 through a known contact path.
18. Suspension and termination
Either party may terminate uncompleted project work on seven days' written notice. Either party may terminate sooner for material breach if the breaching party does not cure within ten days after written notice, or sooner when a breach cannot reasonably be cured.
Online Shortlist may suspend work immediately when continued access creates a credible security, legal, safety, nonpayment, abuse, or platform risk. Online Shortlist will explain the reason when law and security permit.
On termination, Client will pay for completed work, committed time through the effective date, and approved noncancelable costs. Online Shortlist will return any prepaid amount that exceeds those charges. After payment, Online Shortlist will provide completed, transferable Client deliverables in their then-current state. Sections intended to survive remain effective.
19. Intellectual property and handoff
"Client Materials" means content, data, marks, files, and other material Client supplies. Client keeps ownership of Client Materials and grants Online Shortlist a limited license to use them for the project.
"Final Deliverables" means the finished items identified for transfer in the Project Order. After full payment, Online Shortlist assigns to Client the rights Online Shortlist owns in the Final Deliverables, excluding Provider Tools and third-party material.
"Provider Tools" means Online Shortlist's pre-existing or reusable code, templates, prompts, methods, libraries, systems, know-how, generic components, and improvements that do not contain Client Confidential Information. Online Shortlist keeps Provider Tools and grants Client a perpetual, nonexclusive license to use Provider Tools only as embedded in the paid Final Deliverables.
Third-party material remains subject to its license. Online Shortlist cannot guarantee copyright or exclusivity in AI-generated material. Unless Client opts out in the Project Order, Online Shortlist may identify Client by name and show public, launched work in Online Shortlist's portfolio after launch. Online Shortlist will not publish Client Confidential Information.
20. Confidentiality and data
"Confidential Information" means nonpublic business, technical, customer, credential, financial, and project information that a reasonable person would understand as confidential. Each party will use the other's Confidential Information only for this contract, protect it with reasonable care, and disclose it only to people and providers who need it and must protect it.
Confidential Information does not include information that the receiving party lawfully knew without restriction, receives lawfully from another source, develops independently, or that becomes public without breach. A party may disclose information when law requires it after giving notice when legally permitted.
Client will not provide sensitive personal data, regulated data, or production customer records unless the Project Order identifies them and the parties agree on handling. A separate data processing agreement may be required. At handoff or request, Online Shortlist will return or delete Client Confidential Information that Online Shortlist no longer needs, subject to backups, legal records, security logs, and normal retention.
21. Warranties and disclaimers
Each party represents that it may enter this contract. Online Shortlist warrants that it will perform the services under Section 10 and, for 30 days after acceptance, will correct a reproducible defect that causes a Final Deliverable to materially fail the written acceptance tests, provided Client has not changed the affected work and the defect does not come from Client Materials or a third party.
Except for that express warranty and to the maximum extent allowed by law, Online Shortlist provides services and deliverables "as is" and disclaims implied warranties of merchantability, fitness for a particular purpose, title, noninfringement, uninterrupted operation, and results. These disclaimers do not remove rights that applicable law does not allow the parties to waive.
22. Liability allocation
Neither party is liable to the other for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profit, lost revenue, lost opportunity, lost goodwill, or loss of data, arising from this contract, even if advised that the loss could occur.
Except for Excluded Claims, each party's total liability arising from this contract will not exceed the fees paid or payable to Online Shortlist under the affected Project Order during the six months before the event giving rise to the claim.
"Excluded Claims" means unpaid fees; a party's fraud, willful misconduct, or gross negligence; Client's violation of Section 12; a party's infringement or misuse of the other party's intellectual property; or indemnity obligations under Section 23. Liability that law does not allow the parties to limit remains subject to law.
23. Indemnity
Client will defend and indemnify Online Shortlist and its personnel against a third-party claim arising from Client Materials, Client's products or services, Client's unlawful or misleading instructions or claims, Client's customer transactions, or Client's violation of law or third-party rights.
Online Shortlist will defend and indemnify Client against a third-party claim that a Final Deliverable created solely by Online Shortlist and used as authorized infringes a United States copyright or trademark. Online Shortlist has no obligation for Client Materials, AI-generated or third-party material, Client changes, combinations Online Shortlist did not supply, or continued use after Online Shortlist offers a reasonable replacement.
The protected party must give prompt notice, reasonable cooperation, and control of the defense to the indemnifying party. The indemnifying party may not settle a claim by admitting fault or imposing a nonmonetary obligation on the protected party without written consent.
24. Disputes and South Carolina law
The parties will first send a written description of any dispute to the other party's notice contact and give each other 30 days to work toward a resolution. Either party may seek urgent relief to protect credentials, confidential information, intellectual property, or systems.
South Carolina law governs this contract without its conflict-of-law rules. The state and federal courts serving Richland County, South Carolina have exclusive jurisdiction, and each party consents to that venue. Either party may bring a qualifying individual claim in small claims court.
25. Electronic records, signatures, and notices
The parties agree to conduct this transaction electronically. Electronic signatures, typed signatures applied through this signing process, counterparts, and electronically stored copies have the same effect as originals. Each party will receive or may download a complete copy.
Operational approvals and notices may be sent to the email addresses in the Project Order. Notices of breach, termination, indemnity, or a formal dispute must also use a subject line that names this agreement and the type of notice. Notice to Online Shortlist must go to info@onlineshortlist.com. Notice is effective when received, except an automated delivery failure means it was not received.
26. General terms
The parties are independent contractors. This contract does not create employment, partnership, fiduciary duty, joint venture, franchise, or agency. Neither party may bind the other.
Neither party is responsible for delay caused by events beyond its reasonable control, including natural disaster, war, government action, utility or network failure, labor disruption, cyberattack, or third-party provider failure. Payment obligations for completed work remain due.
Client may not assign this contract without Online Shortlist's written consent, except with a sale of substantially all of Client's business or assets. Online Shortlist may assign it to an affiliate or successor that assumes Online Shortlist's duties.
This contract is the entire agreement about its subject and replaces prior discussions. A waiver must be written and applies only to the stated instance. If a provision is unenforceable, it will be enforced to the lawful maximum and the rest remains effective. Headings aid reading and do not control interpretation.