Abacus
Dasvale

Terms & Conditions of Service

Dasvale (A Division of Abacus Inc.)
Last Revised: January 1, 2025

DEFINITIONS

  • “Proposal”: Any document issued by Dasvale (a division of Abacus Inc.) outlining the specific services, deliverables, and pricing for a client, subject to client approval via signature, email confirmation, other written communication, or payment (including partial payment) of the related invoice.
  • “Invoice”: Any billing document issued by Dasvale (and/or Abacus Inc.), which references the specific services rendered and, where applicable, the associated proposal.
  • “Agreement”: Refers collectively to these Terms & Conditions and the applicable proposal and/or invoice. If no proposal is issued or accepted, the invoice shall serve as the binding agreement regarding scope and terms.
  • “Acceptance”: Client’s approval of a proposal by signature, written (including email) confirmation, or by remitting payment (including partial payment) constitutes acceptance of this Agreement and the outlined services/terms.

1. SCOPE OF SERVICES

Dasvale (“Provider,” “we,” “us,” “our”), a division of Abacus Inc., offers digital marketing, website, hosting, domain management, and creative services. Services may include, but are not limited to:

  • Search Engine Optimization (SEO)
  • Paid Advertising (PPC, social media, etc.)
  • Content Marketing (copywriting, blogs, articles, etc.)
  • Email Marketing
  • Marketing Plan Development/Strategy
  • Website Design & Development
  • Website Hosting & Maintenance
  • Domain Registration & Management
  • Website Security, Analytics, and Backups
  • Professional Photography & Video
  • Graphic & Media Design
  • Branding/Logo Design
  • Social Media Content Creation

The specific services, deliverables, and payment terms for each engagement shall be described in the applicable proposal. Where no proposal exists, the invoice shall serve as the agreement governing the scope of work and associated terms.

Deliverable timelines, specifications, and performance metrics provided in any proposal or invoice are good-faith estimates only. While Provider will make commercially reasonable efforts to meet all stated targets and deadlines, Client acknowledges that actual results and timelines may vary due to factors beyond Provider’s control.

2. WEBSITE FUNCTIONALITY & COMPATIBILITY

Provider follows current web standards and tests deliverables across major browsers (e.g. Chrome, Firefox, Safari) and device types (desktop, tablet, mobile). Due to the rapidly evolving nature of technology and third-party platforms, 100% uniform appearance and functionality across all browsers and devices cannot be guaranteed. Provider will make commercially reasonable efforts to ensure reliable performance and will address reasonable compatibility issues as part of the project scope or any active support plan.

3. PAYMENT TERMS

3.1 Fees

All fees are as set forth in the applicable proposal and/or invoice. Prices are subject to change for future work. Unless otherwise agreed, work will not commence until payment terms are met.

3.2 Payment Method

All payments shall be made via ACH transfer through our secure payment processor, Wave Financial Inc. (waveapps.com), owned by H&R Block, unless otherwise specified in writing.

3.3 Late Payments

Payments not received on the due date may incur a late fee of $50 or 1% per day compounded daily, whichever is higher. If payment is not received within thirty (30) days, Provider reserves the right to suspend or terminate services for overdue accounts.

3.4 Additional Services & Support

Requests outside of the agreed scope will be billed at Provider’s standard hourly rate in effect at the time of service. Domain transfers out of our management system may incur a support fee equivalent to 1–2 hours of service, unless Client maintains an active maintenance plan (waived at Provider’s sole discretion).

4. DOMAINS & HOSTING

4.1 Domain Ownership

  • Domains registered by Provider on Client’s behalf are leased to Client during the term of the agreement and remain Provider’s property unless explicitly transferred in writing after all accounts are settled.
  • Domains brought by Client into Provider’s management system remain Client’s property unless abandoned.

4.2 Abandonment

A domain is deemed abandoned if payment is not received within thirty (30) days of the due date. Upon abandonment, Provider may assume ownership and may retain, transfer, or release the domain at its discretion.

4.3 Domain Transfers

Clients may request domain transfer out of our system at any time. Transfers may require up to two (2) hours of support at our standard rate. Fees may be waived for Clients with an active maintenance plan, at Provider’s sole discretion.

4.4 Hosting and Security

Provider will use commercially reasonable efforts to provide reliable hosting, domain management, security, and uptime. However, no service can be 100% guaranteed. Service interruptions, cyber threats, force majeure, and third-party failures may occur. Provider shall not be liable for any losses resulting from such events.

5. CLIENT RESPONSIBILITIES

  • Timely Communication: Client agrees to provide timely responses, materials, and approvals as reasonably required for the fulfillment of services.
  • Legal & Regulatory Compliance: Client is solely responsible for complying with all local, state, federal, and international laws and regulations relevant to its business, website, or marketing activities. Provider does not provide legal advice.
  • Notification of Special Requirements: If Client requires services to comply with any particular law, regulation, or industry standard, Client must notify Provider in writing before work commences. Provider does not guarantee compliance.

6. LIMITATION OF WARRANTIES & LIABILITY

  • Services are provided “as is” and “as available.” Provider disclaims all warranties, express or implied, including merchantability or fitness for a particular purpose.
  • Provider does not guarantee specific results (e.g., search rankings, sales, traffic).
  • In no event shall Provider, its employees, agents, or partners be liable for indirect, incidental, special, or consequential damages, or for any claim exceeding 25% of the total amount paid by Client for services in the preceding 12 months. Any approved claim may only be redeemed as a credit toward future services, and only if agreed upon in writing by Provider. No cash refunds or monetary damages will be issued.
  • Client assumes all responsibility for the use of deliverables and any harm to Provider’s employees, contractors, or property during work on Client’s premises.

7. INDEMNIFICATION

Client agrees to indemnify, defend, and hold harmless Provider, its parent company, employees, agents, and partners from and against any claims, damages, liabilities, losses, costs, or expenses (including attorneys’ fees) arising from:

  • Client’s use of services or deliverables;
  • Client’s violation of any law, regulation, or third-party right;
  • Any injury or damage caused to Provider’s employees, contractors, or property in connection with the project.

8. PRE-EXISTING INTELLECTUAL PROPERTY

Each party retains all rights, title, and interest in and to their respective pre-existing intellectual property (“Pre-Existing IP”). Nothing in this Agreement shall be construed to transfer or grant any rights, title, or interest in either party’s Pre-Existing IP, except as expressly set forth herein. For the avoidance of doubt, domain names and related rights are governed by Section 4 (“Domains & Hosting”), and may be subject to transfer or forfeiture as set forth therein.

9. INTELLECTUAL PROPERTY

  • Copyright for all original work remains with Provider until full payment is received.
  • Upon final payment, and unless otherwise specified in writing, Provider grants Client a non-exclusive, non-transferable license to use the deliverables for their intended purpose.
  • Provider retains the right to use deliverables and client logo/brand for portfolio and marketing purposes, unless expressly prohibited in writing.

10. TERMINATION

Either party may terminate the agreement for material breach or nonpayment with written notice. Upon termination, all fees due are immediately payable, and access to hosted services, files, or domains may be suspended until all accounts are settled. All fees are non-refundable and reflect the allocation of time, creative effort, and reserved resources. If the project is paused or canceled, Provider will work in good faith with Client to reach a fair resolution. Any completed work will be invoiced accordingly, and payments made will be credited toward that balance.

11. FORCE MAJEURE

Provider is not liable for failure to perform due to causes beyond its reasonable control (e.g., natural disasters, strikes, internet outages, acts of war, government regulations, etc.).

12. CHANGES TO TERMS

Provider may update these Terms & Conditions from time to time. Clients may be notified of material changes, and continued use of services constitutes acceptance of the updated terms. Terms will be available on https://dasvale.com/tos or upon request.

13. DISPUTE RESOLUTION

Any dispute shall be subject first to mediation in Orange County, California. If unresolved, disputes shall be submitted to binding arbitration under the rules of the American Arbitration Association. The governing law shall be the laws of the State of California.

14. CONFIDENTIALITY

Both Provider and Client agree to treat all proprietary or confidential information obtained from the other party in connection with this Agreement as strictly confidential. Such information shall not be disclosed to any third party or used for any purpose outside the scope of this Agreement, except as required by law or with prior written consent of the disclosing party.

15. GOOD FAITH & COLLABORATION

Provider is committed to a smooth, collaborative process and will act in good faith to support Client’s success before, during, and after project delivery. In the event of any disputes, delays, or unforeseen issues, both parties agree to work together constructively to reach a fair and reasonable resolution.

16. GENERAL PROVISIONS

  • No Waiver: Failure to enforce any provision does not constitute a waiver.
  • Severability: If any provision is found invalid, the remainder remains in effect.
  • Survival: Sections on indemnification, limitation of liability, intellectual property, pre-existing IP, and confidentiality survive termination.

17. QUESTIONS & CONCERNS

Questions, concerns, or notices related to these Terms & Conditions or any engagement may be sent to:
abacus+support@theabacuscorp.com

Revision Control
Rev: 01012025_0001

[END OF TERMS & CONDITIONS]