1. Refusal of Service
TVL reserves the right to refause, suspend, or terminate service (in whole or in part) to any person or entity at any time, with or without notice, where permitted by law. This includes, without limitation, situations involving violations of TVL policies, including the Acceptable Use Policy (AUP), suspected fraud, nonpayment, abusive conduct toward TVL staff, security risk, legal compliance requests, or any activity that may harm TVL, its customers, or third parties.
For content and usage restrictions, see the Acceptable Use Policy (AUP), which is incorporated into these Terms by reference.
Policies Incorporated by Reference
These Terms incorporate TVL’s policies, including the Acceptable Use Policy (AUP), Refund Policy, Customer Service Policy, and Privacy Policy. Policies are available at: https://thevalleylist.com/policies/
2. Third-Party Services
TVL is a reseller or licensor of certain third-party products and services (collectively, “Third Party Services”), including, without limitation, those sold through TVL.
Your purchase and use of Third Party Services are generally subject to the applicable third party’s terms and conditions. TVL is not responsible for any changes in the Services that cause any Third Party Services to become obsolete, require modification or alteration, or otherwise affect the performance of such Third Party Services.
Any malfunction or manufacturer’s defects of Third Party Services either sold, licensed, or provided by TVL to you (or purchased directly by you and used in connection with the Services) will not be deemed a breach of TVL’s obligations under this Agreement. Any rights or remedies you may have regarding the ownership, licensing, performance, or compliance of any Third Party Services are limited to those rights extended to you by the manufacturer of such Third Party Services.
You are entitled to use Third Party Services supplied by TVL only in connection with your permitted use of the Services unless otherwise expressly provided.
3. Plan Limits
TVL may, in its sole discretion, terminate access to the Services, apply additional fees, or remove/delete Subscriber Content for Subscriber accounts that exceed the limit(s) of the Subscriber’s current plan.
To avoid service interruption, TVL may automatically upgrade your account to a higher-tier plan at an additional fee if you exceed your current plan’s limit(s).
You can read about our Acceptable Use Policy here.
4. Excessive Server Resources
Use of TVL resources must be consistent with a web hosting environment and must otherwise comply with this Agreement.
Accounts with a large number of files can adversely affect server performance. Similarly, accounts with:
- an excessive number of database tables, or
- an excessive database size
may negatively affect server performance.
If the Subscriber exceeds these amounts, TVL may request that a Subscriber’s number of files/inodes, database tables, or total database usage be reduced to ensure proper service performance. TVL reserves the right to terminate a Subscriber account, with or without notice, for excessive resource use that degrades server performance or the Services.
5. Hosting Service Availability, Security, and Credits
5.1 Service Availability
TVL aims to maintain high availability for hosting services and makes commercially reasonable efforts to keep services operating reliably. However, TVL does not guarantee uninterrupted or error-free operation of any website, hosting, email, DNS, or related services.
5.2 Uptime Target
TVL’s target is 99.9% monthly uptime, excluding:
(a) scheduled maintenance,
(b) emergency maintenance,
(c) third-party or upstream provider outages,
(d) Client-caused issues or configuration changes,
(e) software/plugin/theme conflicts,
(f) security incidents (including brute-force attacks, malware, and DDoS events), and
(g) events outside TVL’s reasonable control.
5.3 Security Incidents
Client acknowledges that websites and online services may be targeted by malicious activity (including brute-force login attempts, malware, spam, vulnerability exploits, or DDoS attacks).
TVL may take protective actions as needed (including rate limiting, blocking, restricting access, disabling services, or temporarily taking a site offline) to protect Client, TVL infrastructure, or other customers.
Time spent investigating, mitigating, restoring, or hardening systems in response to security incidents may be billable unless otherwise specified in a written security/maintenance plan.
5.4 Service Credits (If Any)
If TVL chooses to offer service credits for hosting downtime, credits are limited to the affected hosting service fees for the impacted period. They are the Client’s sole and exclusive remedy for hosting availability issues.
Credits do not apply to pass-through costs, labor, domains, domain renewals, email services, licenses/subscriptions, third-party services, project fees, or any indirect or consequential damages.
5.5 Claim Window
Any credit request must be submitted in writing to support@thevalleylist.com within seven calendar days of the downtime event, including relevant details (affected domain, date/time range, and impact). TVL may deny credit requests that fall within the exclusions listed above.
6. Indemnity
You agree to protect, defend, indemnify, and hold harmless TVL and its officers, directors, employees, agents, and third-party service providers from and against any and all claims, demands, costs, expenses, losses, liabilities, and damages of every kind and nature (including, without limitation, reasonable attorneys’ fees) imposed upon or incurred by TVL directly or indirectly arising from:
(i) your use of and access to this Site or the Services found at this Site;
(ii) your violation of any provision of this Agreement or the policies or agreements incorporated herein; and/or(iii) your violation of any third-party right, including, without limitation, any intellectual property or other proprietary right.
The indemnification obligations under this section shall survive any termination or expiration of this Agreement or your use of this Site or the Services found at this Site.
7. Discontinued Services; End of Life (EOL) Policy
7.1 Discontinued Services
TVL reserves the right to cease offering or providing any Services at any time, for any or no reason, and without prior notice.
7.2 Notice and Migration
If any Service we offer has reached or will reach EOL, we will attempt to notify you at least thirty (30) days before the EOL date. It is your responsibility to take all necessary steps to replace the Service by migrating to a new Service before the EOL date, or to cease reliance on it entirely before the EOL date.
TVL will offer (at TVL’s sole discretion) one of the following:
- a comparable Service for you to migrate to for the remainder of the term of your purchase, or
- a prorated in-store credit, or
- a prorated refund.
TVL may, with or without notice, migrate you to the most up-to-date Service version if available. You agree to take full responsibility for any and all loss or damage arising from any such migration.
7.3 No Liability
TVL will not be liable to you or any third party for any modification, suspension, or discontinuance of any Services we may offer or facilitate access to.
8. Fees and Payments
8.1 Cleared Funds
Payment is considered made only when cleared funds are received.
8.2 Time and Billing Timeline Definitions
All dates/times are based on Eastern Time (ET). Billing timelines (Day 0/14/30/45/60) are measured in calendar days from the invoice date.
8.3 Labor (Net 30)
Labor (Net 30 Default; Subject to Proposal/Invoice). Payment terms for labor are Net 30 unless otherwise specified in a signed proposal, statement of work, or invoice. TVL may require deposits or prepayment for projects or clients on escalated terms.
8.4 Pass-Through Costs (Due in Advance)
Domains, domain renewals, hosting renewals, email services, licenses/subscriptions, third-party services, shipping, and hardware are pass-through costs and are due in advance. If TVL advances any pass-through costs on the client’s behalf, they become immediately due and may be non-refundable.
8.5 Project Deposits
Initial project deposits (if applicable) are due before any work begins and before resources are scheduled. TVL may withhold launch/go-live until payment is received and cleared.
8.6 Notice Schedule (Net 30)
For Net 30 invoices, the client receives billing notices on Day 0 (sent), Day 30 (due), Day 37 (overdue), Day 45 (late fee added), and Day 60 (service suspension).
8.7 Late Fee (Net 30)
If a Net 30 invoice remains unpaid after 45 calendar days from the invoice date, a late fee equal to 10% of the original invoice subtotal is added once per invoice.
8.8 Service Suspension (Net 30)
If a Net 30 invoice remains unpaid beyond 60 calendar days from the invoice date, services WILL be suspended until the account is paid in full (including applicable fees).
8.9 Escalated Terms (Net 0 / Due on Receipt)
If the Client is placed on Net 0 terms, invoices are due upon receipt (Day 0). A late fee equal to 10% of the original invoice subtotal is added at Day 14 (once per invoice). Services WILL be suspended on Day 30 if the account remains unpaid in full (including applicable fees).
8.10 Billing Escalation
Late payments may result in Billing Probation (payment authorization required) and/or Net 0 terms for future invoices.
8.11 Reactivation Fees
Invoice disputes must be submitted in writing to support@thevalleylist.com within 14 calendar days (Net 30) or seven calendar days (Net 0) from the invoice date. Undisputed amounts remain due per invoice terms. Failure to dispute within the applicable timeframe constitutes acceptance of the invoice as accurate.
8.12 Billing Disputes (Required Notice)
Invoice disputes must be submitted in writing to support@thevalleylist.com within 14 calendar days (Net 30) or seven calendar days (Net 0) from the invoice date. Undisputed amounts remain due per invoice terms. Failure to dispute within the applicable timeframe constitutes acceptance of the invoice as accurate.
8.13 Partial Payments
Partial payments do not prevent late fees, suspension, or release/transfer holds unless the account is paid in full. Disputed amounts do not pause late fees or the suspension timeline for undisputed portions.
8.14 No Release / Transfer Until Current
TVL does not release or transfer websites/domains/DNS/access/files until the account is current and paid in full (including applicable fees). This includes open invoices that are not yet due if a transfer/release is requested before payment clears.
8.15 Chargebacks and Payment Disputes
If TVL receives a chargeback, ACH reversal, or payment dispute, Client remains responsible for all amounts owed. Client agrees to reimburse TVL for any third-party processing fees and TVL administrative time incurred responding to or collecting the disputed amount (billed at TVL’s then-current hourly rate). To the fullest extent permitted by law, Client also agrees to pay reasonable collection costs, including attorney fees, incurred by TVL in enforcing payment obligations.
Chargeback and refund procedures are further governed by TVL’s Refund Policy, which is incorporated by reference.
8.16 Pricing, Fees, and Refund Policy (General)
TVL reserves the right to change prices and fees at any time. For services purchased on a recurring term, updated pricing will apply at renewal unless otherwise stated in writing. All fees are non-refundable unless expressly stated otherwise in writing or in TVL’s Refund Policy.
9. Automatic Renewal and Payment Method Requirements (Hosting/Recurring Services)
- Recurring Billing. By purchasing recurring hosting or subscription services, Client authorizes TVL and/or its billing processor to place the applicable service(s) on a recurring payment plan and re-bill according to the selected term length.
- Payment Method on File. Client is responsible for maintaining a valid payment method on file for recurring services and keeping it in good standing. If the payment method fails, Client will receive notice and must promptly update payment information to avoid service interruption.
- Cancellations. The client may cancel recurring services by providing written notice to support@thevalleylist.com. Where a renewal term applies, notice must be provided at least 30 days before renewal to avoid renewal charges (unless otherwise required by law or stated on the invoice/service terms).
10. Client Responsibilities, Content, and Compliance
10.1 Client Cooperation and Inputs
Project timelines and delivery dates are contingent upon timely client cooperation. Client agrees to provide, upon TVL’s reasonable request, the required access credentials, content, approvals, and decisions necessary to complete the Services.
10.2 Client Content and Accuracy
Client is responsible for the accuracy, legality, and completeness of all content and materials provided to TVL or approved for publication, including, without limitation, text, images, videos, claims, testimonials, pricing, and disclaimers.
10.3 Intellectual Property Rights to Client Materials
Client represents and warrants that it owns or has permission to use all provided materials and that TVL’s use of such materials (as instructed by Client) will not infringe third-party rights.
10.4 Compliance and Regulatory Responsibility
Client is solely responsible for compliance with all applicable laws and regulations governing its industry (including, where applicable, advertising rules, privacy requirements, accessibility requirements, and any healthcare/financial/legal compliance obligations). TVL does not provide legal, regulatory, or compliance advice unless explicitly stated in writing.
11. Project Timelines, Client Delays, Pauses, and Rescheduling
11.1 Timeline Assumptions
Any timeline estimates provided by TVL (whether in a proposal, email, project plan, or otherwise) are based on the Client’s timely provision of access, approvals, content, and feedback.
11.2 Client Delays and Schedule Extensions
If Client delays approvals, content delivery, decisions, or access required for TVL to proceed, project timelines will be extended accordingly, and work may be rescheduled based on TVL availability. TVL is not responsible for delays caused by Client, third parties, or events outside TVL’s reasonable control.
11.3 Project Pauses
If a project becomes inactive due to Client delay or lack of required inputs for 30 calendar days, TVL may pause the project. Resuming a paused project may require a revised schedule based on TVL availability.
12. Launch / Go-Live and Post-Launch Warranty
12.1 Definition of Launch / Go-Live
“Launch” or “Go-Live” means the website is published to the Client’s production environment and publicly accessible on the Client’s live domain (or other production destination).
12.2 Payment Before Launch
TVL may withhold launch/go-live until required payments are received and cleared, consistent with these Terms and the applicable invoice/proposal.
12.3 Limited Post-Launch Warranty
Following launch, TVL may provide a limited 7-day post-launch warranty covering reproducible issues arising from TVL’s delivered work (for example, broken layouts, functional errors, or configuration issues introduced by TVL).
12.4 Warranty Exclusions
This warranty does not cover changes requested after approval, new features, content changes, third-party plugin/theme updates, hosting/provider issues, security incidents, or issues caused by Client edits or third parties. Any non-warranty items are billable at TVL’s then-current hourly rate unless included in writing.
13. Termination of Services / Offboarding / Release of Work Product
13.1 Termination by Client
Client may terminate any project or ongoing services by providing written notice to TVL at support@thevalleylist.com (or to the assigned project manager). Termination is effective on the date TVL confirms receipt in writing.
13.2 Payment Required Before Release
Upon termination for any reason, the client agrees that all outstanding invoices, including amounts for work performed through the termination effective date, must be paid in full before TVL will release, transfer, or deliver any Work Product (including but not limited to: website files, source files, design assets, credentials, backups, exports, databases, third-party account access changes, DNS transfers, hosting migrations, domain transfers, analytics/ad account handoff assistance, or removal of access restrictions).
13.3 Work Performed Through Termination
Client remains responsible for payment of:
- all work completed and time incurred up to the termination effective date,
- any non-cancelable third-party costs or subscriptions incurred on the client’s behalf, and
- any reasonable offboarding/handoff labor requested by Client (billed at TVL’s then-current hourly rates unless otherwise stated in writing).
13.4 No Obligation to Provide Partial Deliverables Before Payment
TVL may, at its discretion, provide partial deliverables or interim files before final payment, but is not required to do so.
13.5 Suspension for Nonpayment
If the client has past-due invoices, TVL may suspend work, disable access to deliverables, and suspend support until the account is current. Project deadlines and delivery dates will be extended accordingly.
13.6 Ownership and License
Unless otherwise stated in writing, Client receives ownership/assignment of the deliverables only upon full payment. Until paid in full, any use of TVL’s work is limited to internal review/approval purposes only.
14. Compliance with Local Laws
TVL makes no representation or warranty that the content available on this Site or the Services found at this Site are appropriate in every country or jurisdiction, and access to this Site or the Services found at this Site from countries or jurisdictions where its content is illegal is prohibited. Users who access this Site or the Services available on this Site are responsible for complying with all applicable local laws, rules, and regulations.
15. Contact Information
The Valley List LLC
11 Watertown Rd, Waterford, Ohio 45786
Email: compliance@thevalleylist.com