Terms of Service &
Master Service Agreement

1.Acceptance of Terms

This Terms of Service and Master Service Agreement ("Agreement") is a legally binding agreement between you ("Client," "User," "you," or "your") and Celeste Signature LLC ("Celeste," "Company," "we," "us," or "our"). By accessing the Celeste website, viewing any demonstration website created by Celeste, communicating with us, or purchasing our services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must immediately discontinue use of our services.

2.Services Provided

Celeste Signature LLC provides digital services including but not limited to:

• —Website design and redesign
• —Website remodeling and modernization
• —Website hosting and infrastructure management
• —Website maintenance and support
• —Website optimization and performance improvements
• —Website consultation and digital strategy
• —Website deployment and configuration
• —Proprietary automation and development services

Certain services may be offered as one-time project engagements or recurring subscription plans.

3.Privacy Policy

Use of the Celeste Signature website and services may involve the collection and processing of certain personal information. Such information is handled in accordance with Celeste's Privacy Policy, which is incorporated into these Terms by reference. By using the website or services, you consent to the collection and use of information as described in the Privacy Policy.

4.Electronic Communications

The parties agree that communications, approvals, invoices, agreements, and notices may be transmitted electronically. Electronic signatures and electronic acceptance of this Agreement shall be considered legally binding in accordance with the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001).

5.Speculative Design Demonstrations

Celeste may create unsolicited website design demonstrations or prototype websites using publicly available business information. These demonstrations:

• —Are independent creative interpretations created by Celeste
• —Are not affiliated with the business unless explicitly agreed in writing
• —Do not represent the official website of the business
• —Are provided solely for evaluation and proposal purposes

Viewing or receiving a demonstration website does not create any obligation to purchase services from Celeste. Celeste does not claim ownership of the business's trademarks, branding, or proprietary assets. Demonstration websites may be modified, disabled, or removed at Celeste's discretion.

6.Design Concept Proposals

Demonstration websites created by Celeste are considered design concept proposals intended to illustrate potential redesign directions. These design concepts are creative proposals and are not intended to impersonate or replace the official website of any business unless the business owner activates the design through a service agreement with Celeste.

7.Demonstration Website Disclaimer

Demonstration websites may contain publicly available information relating to a business but are not affiliated with, endorsed by, or officially connected to the business unless a formal agreement exists between the business owner and Celeste. These previews are temporary design concepts and may be removed automatically.

8.Intellectual Property & Background Technology

Upon full payment for services, the Client receives a non-exclusive, perpetual, worldwide license to use the final website deliverable for business purposes. Celeste retains all ownership rights to its underlying technology and systems including but not limited to:

• —Design systems
• —Automation infrastructure
• —Development workflows
• —Proprietary scripts
• —Templates and layout frameworks
• —Source code architecture
• —Development tools and processes

These systems constitute Celeste's proprietary background intellectual property ("Background IP"). Clients may not reverse engineer, replicate, deconstruct, or otherwise attempt to extract Celeste's proprietary systems.

9.Template-Based Design Structure

Celeste may utilize pre-existing design templates, frameworks, and reusable components when building websites. These design systems may be reused across multiple projects. Clients receive the right to use their final website but do not obtain exclusive ownership of the underlying template architecture or automation framework.

10.Client Content Responsibilities

Clients are responsible for ensuring that all materials provided to Celeste are legally owned or properly licensed, including:

• —Logos
• —Images
• —Written content
• —Branding assets
• —Videos
• —Graphics

The Client agrees to indemnify Celeste against any claims arising from intellectual property violations related to materials supplied by the Client.

11.Payment Terms & Late Fees

Clients agree to pay all fees associated with the selected services. Payments may include:

• —Project payments
• —Milestone payments
• —Recurring subscription payments

Unless expressly stated otherwise in a proposal, Celeste's project fees are fixed‑price (flat‑fee) for the defined Project Scope and are not billed on an hourly basis. The number of hours Celeste expends to complete the Project Scope does not change the agreed fee. Due to the customized nature of Celeste's services, fees are generally non-refundable once work has commenced. Overdue invoices may accrue interest at 1.5% per month or the maximum rate permitted under Texas law, whichever is lower. Failure to maintain payment may result in suspension of services.

12.Hosting, Maintenance, and Service Continuity

If Celeste provides hosting or maintenance services, websites may be hosted on Celeste infrastructure or third-party cloud platforms. Failure to maintain payment obligations may result in:

• —Suspension of website access
• —Temporary removal of the website from hosting infrastructure
• —Pausing of automation services

Services may be restored once outstanding balances are resolved. Clients may request a copy of website files upon termination of hosting services. All monthly recurring service contracts are subject to a minimum commitment period of twelve (12) months from the date of activation and may not be cancelled during this initial term. Following the initial commitment period, recurring contracts will automatically renew on a month-to-month basis under the same terms. Celeste will send the Client a courtesy renewal notice at least seven (7) calendar days prior to each scheduled renewal date. If the Client wishes to cancel, they must notify Celeste in writing before the renewal date indicated in the notice. Failure to cancel prior to the renewal date will result in automatic renewal for the subsequent billing cycle.

13.Data Backup Disclaimer

Celeste may implement backup procedures for hosted websites; however, Celeste does not guarantee the availability of complete backups at all times. Clients are responsible for maintaining independent backups of critical business data.

14.Third-Party Services

Celeste utilizes third-party service providers including hosting platforms, cloud infrastructure, and automation tools. Celeste is not responsible for outages, downtime, or failures caused by these providers. Any uptime or security warranties are limited to those offered by the respective providers.

15.Client Responsibilities

Clients agree to provide requested information, approvals, or content within forty-eight (48) hours unless otherwise agreed. Failure to provide materials in a timely manner may result in project delays or project completion based on current progress.

16.Limited Warranty

Celeste warrants that delivered websites will perform substantially in accordance with the agreed project proposal at the time of delivery. Celeste does not guarantee that websites will be error-free, uninterrupted in operation, or capable of achieving specific commercial outcomes.

17.No Guarantee of Business Results

Celeste does not guarantee specific business outcomes including but not limited to search engine rankings, website traffic, customer acquisition, or revenue and sales performance.

18.Security Disclaimer

Celeste implements commercially reasonable security practices; however, no digital system can be guaranteed completely secure. Celeste is not responsible for unauthorized access resulting from cyberattacks, system vulnerabilities, or breaches beyond Celeste's control.

19.Acceptable Use

Clients may not use Celeste services for:

• —Illegal activities
• —Spam or unsolicited messaging
• —Malware distribution
• —Fraudulent or deceptive practices

Violation of these terms may result in termination of services.

20.Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, CELESTE'S TOTAL LIABILITY ARISING FROM SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY THE CLIENT FOR THE SPECIFIC PROJECT IN DISPUTE. Celeste shall not be liable for loss of profits, business interruption, data loss, or other indirect damages.

21.Time Limitation for Claims

Any claim arising from services provided by Celeste must be filed within one (1) year from the date the claim arises. Failure to file within this period constitutes a waiver of the claim.

22.Indemnification

The Client agrees to defend, indemnify, and hold harmless Celeste Signature LLC from any claims arising from misuse of the website, violation of laws, or intellectual property infringement related to materials supplied by the Client.

23.Termination

Celeste may terminate this Agreement if the Client materially breaches these Terms, engages in unlawful activity, or fails to maintain required payments. Upon termination, the Client's license to use Celeste intellectual property immediately ceases unless otherwise agreed in writing.

24.Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or non-public information disclosed during the course of the business relationship. Such information may not be disclosed to third parties without consent unless required by law.

25.Non-Disparagement

The Client agrees not to knowingly publish false or defamatory statements regarding Celeste Signature LLC, its services, or its employees. This clause does not restrict the Client's right to provide honest feedback or lawful reviews.

26.TCPA & SMS Compliance Responsibility

If Celeste provides automation tools or SMS communication systems, the Client is solely responsible for compliance with applicable communication laws including:

• —The Telephone Consumer Protection Act (TCPA)
• —The CAN-SPAM Act
• —Applicable state messaging laws

The Client warrants that all contacts imported into such systems have provided proper consent for communication. Celeste shall not be liable for claims arising from the Client's communication practices. Users may opt-in to SMS programs by providing their number through our web forms or direct inquiries. Message types may include: appointment confirmations, project updates, invoice reminders, lead follow-up notifications, and promotional offers.

27.Unauthorized Use of Prototypes

Unauthorized copying, reproduction, or deployment of Celeste's demonstration designs without an active service agreement may constitute intellectual property infringement. Such unauthorized use may result in liquidated damages of $5,000 USD or actual damages, whichever is greater, in addition to any other remedies available under law.

28.Scope of Work & Change Orders

The services provided by Celeste are defined by the written project proposal, statement of work, or service agreement agreed upon at the time of engagement ("Project Scope"). Any work requested by the Client that falls outside the Project Scope constitutes a change order. Change orders must be:

• —Submitted in writing by the Client
• —Reviewed and approved in writing by Celeste before work commences
• —Accompanied by an agreed-upon additional fee, milestone, or timeline adjustment

By default, Project Scope is priced as a fixed‑price (flat‑fee) engagement. Any approved change orders may be priced either as an additional flat‑fee or, if explicitly agreed in writing, at Celeste's then‑current hourly rate. Out‑of‑scope work that has not been formally approved via a change order will not be performed. If Celeste performs minor adjustments not covered by a change order as a professional courtesy, this is not a waiver of this policy or an obligation to continue performing out‑of‑scope work without compensation.

29.Project Abandonment & Client Inactivity

Timely communication from the Client is essential to project delivery. If a Client fails to respond to Celeste communications for thirty (30) consecutive calendar days, the project will be deemed temporarily suspended. If a Client fails to respond for sixty (60) consecutive calendar days, the project will be deemed abandoned. Upon project abandonment:

• —All deposits and milestone payments already received by Celeste are non-refundable and will be retained as compensation for work completed and resources allocated
• —Celeste has no obligation to continue holding project resources, draft files, or infrastructure configurations beyond thirty (30) days following the abandonment determination
• —If the Client wishes to resume the project after abandonment, Celeste may treat the engagement as a new project and require a new deposit and proposal

Celeste will make reasonable efforts to notify the Client via email on file before formally classifying a project as abandoned. Delivery of such notice to the email address on file constitutes valid notice regardless of whether the Client reads or responds to it.

30.Portfolio & Marketing Rights

Unless the Client requests otherwise in writing prior to project launch, Celeste reserves the right to:

• —Display the completed website in Celeste's portfolio, website, and promotional materials
• —Reference the Client's business name and describe the services performed in case studies, testimonials, and marketing content
• —Use screenshots, recordings, or visual representations of the delivered website for marketing purposes
• —Include the project in award submissions, industry showcases, or press materials

Celeste will not disclose confidential business information, proprietary data, or any details the Client has identified as sensitive. Portfolio displays will be limited to publicly visible design and functionality of the delivered website. Clients who wish to opt out of portfolio display may submit a written request to support@celestesignature.com prior to project launch. Celeste will honor such requests on a commercially reasonable basis.

31.Revision Policy & Client Approval

Each project engagement includes a defined number of revision rounds as specified in the applicable project proposal. Unless otherwise stated in writing:

• —Each revision round is defined as one consolidated set of changes submitted by the Client in a single communication
• —Revisions must be submitted within seven (7) business days of Celeste delivering the applicable design draft or milestone
• —Revisions requested after the included rounds have been exhausted will be scoped and billed as additional work

A revision is defined as a modification to existing design elements or content within the originally agreed scope and does not include new features, pages, or fundamental changes in layout, brand identity, or content strategy after initial design approval. Prior to website launch, Celeste will request written approval from the Client confirming the website is ready for deployment ("Launch Approval"). By providing Launch Approval, the Client acknowledges that the website substantially conforms to the agreed Project Scope and accepts the deliverable. Celeste is not responsible for changes requested after Launch Approval unless covered by an active maintenance agreement.

32.Force Majeure

Celeste shall not be liable for delays or failures in performance resulting from events beyond its reasonable control, including but not limited to:

• —Acts of God, natural disasters, floods, fires, or earthquakes
• —Pandemics, epidemics, or public health emergencies
• —War, terrorism, civil unrest, or government action
• —Major internet infrastructure outages or cyberattacks affecting third-party platforms
• —Failures or outages of third-party hosting, cloud, or software-as-a-service providers
• —Power outages, data center failures, or telecommunications disruptions

In such circumstances, Celeste will notify the Client as promptly as reasonably practicable and will resume performance as soon as the force majeure condition is resolved.

33.Subcontractors & Third-Party Personnel

Celeste may engage qualified subcontractors, freelancers, or third-party vendors to assist in the delivery of services. Celeste remains solely responsible to the Client for the quality and delivery of all contracted work, regardless of whether a subcontractor is involved, and ensures that subcontractors with access to Client materials or confidential information are bound by confidentiality obligations consistent with this Agreement. The engagement of subcontractors does not alter the contractual relationship between Celeste and the Client, nor create any direct legal relationship between the Client and any subcontractor. The Client may not directly engage any Celeste subcontractor without Celeste's prior written consent.

34.Web Accessibility Disclaimer

Celeste may implement web accessibility best practices during the design and development of client websites, including practices aligned with the Web Content Accessibility Guidelines (WCAG). However, Celeste does not guarantee that any delivered website will achieve full WCAG 2.1 or 2.2 compliance at any specific level (A, AA, or AAA) unless such compliance is explicitly described as a deliverable in the project proposal. The Client is solely responsible for ensuring ongoing accessibility compliance following website launch, including remediation required due to content updates, third-party integrations, or changes made outside of a Celeste engagement. Celeste is not liable for accessibility claims unless they directly result from Celeste's gross negligence in delivering an explicitly agreed accessibility deliverable.

35.Fair Use, Trademarks & Third-Party Content

All trademarks, logos, and brand names are the property of their respective owners and are used for identification and demonstration purposes only. Use of any third-party mark does not imply endorsement, sponsorship, or affiliation.

36.Governing Law

This Agreement shall be governed by the laws of the State of Texas, United States, without regard to its conflict of law principles.

37.Binding Arbitration

Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration conducted in Austin, Texas. Judgment on the arbitration award may be entered in any court having jurisdiction. Both parties waive the right to a trial by jury.

38.Independent Contractor

Celeste provides services as an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employment relationship between the Client and Celeste.

39.Assignment

Celeste may assign its rights under this Agreement at any time. Clients may not assign their rights without prior written consent.

40.Modifications to Terms

Celeste may modify these Terms from time to time. The most current version will be posted on the Celeste website with a revised "Last Updated" date. For existing Clients with active services, Celeste will provide notice of material changes via email to the address on file at least thirty (30) days before the effective date (unless required by law to be sooner). Continued use of services after the effective date constitutes acceptance of the modified Terms. If you do not agree to material changes, you may terminate services before the effective date without penalty (subject to any outstanding balances). For users who are not active Clients (e.g., prospective clients viewing demonstrations or the website), continued use of the website, viewing of demonstrations, or purchase of services after the effective date constitutes acceptance.

41.Severability

If any provision of these Terms is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.

42.Entire Agreement

These Terms constitute the entire agreement between the parties and supersede all prior agreements or discussions.

43.Survival

Provisions relating to intellectual property, indemnification, limitation of liability, and dispute resolution shall survive termination of this Agreement.

44.Contact Information

Celeste Signature LLC 5900 Balcones Drive, STE 100 Austin, TX 78731 United States Email: support@celestesignature.com

45.Demonstration Website Removal Policy

Celeste respects the rights of businesses whose publicly available information may appear in demonstration design concepts. If a business owner requests removal of a demonstration website, Celeste will make reasonable efforts to remove or disable the demonstration within a commercially reasonable timeframe. Submission of a removal request does not constitute an admission of wrongdoing by Celeste.