Terms of Service

Plain-English summary

These Terms cover two situations: using emeraldstatic.com, and being a paying client of EMERALD STATIC LLC. If you are only browsing this site, only sections 02 and 18 apply to you.

If you become a paying client, the Statement of Work we both sign is the contract that governs our engagement. This page is the default framework that sits underneath that SOW — wherever the two conflict, the SOW wins.

We bill flat monthly. You can cancel any retainer with 30 days’ notice after the first 90 days. Your code, your accounts, your data are yours. Our liability is capped at the fees you have paid us in the three months before any claim.

This page was written by us in plain English. It is not legal advice and has not been reviewed by an attorney for your specific jurisdiction. We are happy to refer you to counsel for review.

Using this website

emeraldstatic.com is provided "as is" for informational and marketing purposes. You may read, link to, and quote from it freely. You may not crawl it aggressively enough to degrade its performance, attempt to bypass access controls, or use automated systems to extract data in bulk.

You may not misrepresent that you are affiliated with EMERALD STATIC LLC when you are not, use our trademarks or trade dress to suggest endorsement, or use the site in a way that violates US law or the law of your jurisdiction.

The text, original images, design, and code on this site are © 2026 EMERALD STATIC LLC. Stock photographs are licensed from Pexels under the Pexels License; photographer credits are visible in the image attribution overlay.

Eligibility

This is a business-to-business service. By submitting a form or entering into an engagement, you represent that you are at least 18 years old, that you have the authority to bind any organisation you list, and that you are not located in any country subject to comprehensive US sanctions (currently Cuba, Iran, North Korea, Syria, and the Crimea/Donetsk/Luhansk regions of Ukraine).

If we become aware that any of the above is false, we may suspend the engagement and require you to verify your authority and location before continuing.

How an engagement starts

An engagement begins when you sign and return a Statement of Work (the "SOW") and we counter-sign it. Until both signatures are on the page, nothing is binding on either side — including pricing, scope, or start dates discussed in email.

The SOW will name: the scope of work, the deliverables, the timeline, the price, the payment schedule, the access you will provide, any out-of-scope items explicitly excluded, and any custom clauses negotiated for the engagement.

Retainer engagements renew month-to-month on the first of each calendar month, until cancelled in accordance with section 06.

Fees, invoices, and taxes

All fees are stated in U.S. dollars and are exclusive of any applicable sales, use, value-added, or withholding tax. You are responsible for any such tax that applies in your jurisdiction.

For one-time builds, payment is split 50% on signing the SOW and 50% on launch, unless we have agreed otherwise in writing.

For retainers, the first invoice is due on signing the SOW (covering the first month). Subsequent invoices are issued on the 25th of each month for the following month, due on the 1st.

Invoices are payable by ACH, wire transfer, or credit card. Credit card payments are processed by Stripe (Stripe, Inc.) and may incur a 3% surcharge passed through to you. Stripe’s privacy and security terms govern that transaction in addition to ours.

Invoices unpaid 14 days past due will pause active work. Invoices unpaid 30 days past due may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and may be sent to collections. We do not enjoy chasing money any more than you enjoy being chased — pay on time and this section is irrelevant.

Cancelling a retainer

You may cancel a retainer at any time after the first 90 days by writing to hello@emeraldstatic.com with at least 30 days’ written notice. Cancellations received before the 25th of a month take effect at the end of the following month. Cancellations received on or after the 25th take effect at the end of the month after that, because the next invoice has already been issued.

On cancellation, we will hand over:

• All source code, design files, and content in formats you can edit, on the storage location you specify.
• A documentation handover covering hosting, CMS access, third-party accounts, and any custom scripts.
• Read-only access to our historical reporting and notes for 90 days post-cancellation.
• Transfer of any domains, hosting accounts, or third-party tool accounts that we set up in our name on your behalf.

There is no termination fee. There is no clawback of past results. Once cancellation takes effect, you owe us nothing further beyond any work already invoiced.

Scope, changes, and out-of-scope work

We work to the scope written in the SOW. If you ask for something outside that scope, we will either fit it into the current month (if we can and we’re not displacing committed work), defer it to the next month, or quote you separately for it. We will not silently absorb new work and we will not silently bill you for it.

Material changes to the scope require a written change order signed by both parties. An email confirmation, with the change described and the price/timeline updated, is sufficient — we do not require lawyers to amend an SOW.

Intellectual property

Subject to your payment in full, on a per-deliverable basis, we assign to you all right, title, and interest in the following:

• The custom code, content, and design files we deliver under the SOW.
• The brand assets created specifically for your project.
• The keyword research, briefs, strategy documents, and reports produced for you.

Pre-existing materials. We retain ownership of: (a) our general processes, templates, methodologies, and internal tooling; (b) any open-source libraries we contribute back to upstream projects; (c) our analytics scripts and reporting templates. We grant you a perpetual, worldwide, royalty-free, non-exclusive licence to use those pre-existing materials as embedded in the deliverables.

Third-party assets. Fonts, stock photos, plugins, and other licensed materials remain governed by their original licences, which you accept directly with the vendor.

Portfolio rights. We may, with your prior written permission, include the work in our public case studies and proposals. We will not name you, screenshot private data, or quote you without that permission. Permission can be revoked at any time and we will remove the case study within seven business days of receiving the request.

Access you grant us

We will ask for the minimum access we need to do the job. That typically includes: your hosting account (or the ability to deploy on your behalf), your CMS, your Google Search Console, your analytics account, your Google Business Profile, and your domain registrar where DNS changes are required.

You represent that you are authorised to grant that access — i.e. you own the accounts or have been delegated authority by someone who does. We accept access in good faith and have no obligation to verify authority beyond what a reasonable vendor would.

We will use that access only for the work in the SOW, follow your reasonable security policies, and revoke our own access (or hand it back) when the engagement ends.

Confidentiality

During an engagement we treat as confidential any non-public information you share with us — pricing, internal plans, customer lists, financial data, anything reasonably understood to be private — whether or not it is marked confidential.

You agree to treat our non-public pricing, processes, and internal documentation similarly. Either side may disclose confidential information where compelled by law, on giving the other side prompt notice (where lawful) so a protective response can be considered.

Confidentiality obligations survive the end of the engagement for three years. Trade secrets are protected for as long as they qualify as trade secrets under applicable law.

Data protection

Where we process personal data on your behalf in the course of delivering services — e.g. accessing analytics that contain end-user identifiers, or handling form submissions on a site we manage — we act as a processor (in GDPR terms) or service provider (in CCPA terms) and you are the controller / business.

On request, we will execute our standard Data Processing Agreement, which includes EU Standard Contractual Clauses and the UK Addendum where applicable. Email legal@emeraldstatic.com to receive a copy.

Our own subprocessor list, security posture, and breach-response runbook are published or available on the /security page.

Warranties

We warrant that:

• Our services will be performed with reasonable professional skill and care, consistent with standards generally accepted in the web-development and SEO industries.
• The deliverables we create specifically for you will be our original work (or properly licensed) and will not, to our knowledge, infringe a third party’s intellectual property at the time we deliver them.

Except for the warranties expressly stated above, we provide our services and deliverables "as is" and disclaim all other warranties, express or implied, including any implied warranty of merchantability, fitness for a particular purpose, title, or non-infringement. We do not warrant that the services will be uninterrupted or error-free, or that any specific commercial outcome (search ranking, traffic volume, conversion rate, or revenue figure) will be achieved.

Some jurisdictions do not allow the exclusion of implied warranties. In those jurisdictions the disclaimer applies only to the maximum extent permitted by law.

Limitation of liability

To the maximum extent permitted by law, neither side is liable to the other for any indirect, incidental, special, consequential, punitive, or exemplary damages, including loss of profits, loss of revenue, loss of business, loss of data, loss of goodwill, or loss of search ranking, even if advised of the possibility.

Our aggregate liability arising out of or relating to these Terms or any engagement is capped at the fees you have paid EMERALD STATIC LLC in the three (3) months immediately preceding the event giving rise to the claim, or US $5,000, whichever is greater.

Nothing in these Terms limits liability for: (a) fraud or fraudulent misrepresentation; (b) gross negligence or wilful misconduct; (c) death or personal injury caused by negligence; or (d) any other liability that cannot be limited by applicable law.

Indemnification

You agree to defend, indemnify, and hold harmless EMERALD STATIC LLC, its officers, employees, and contractors from any third-party claim arising out of: (a) your use of the services in violation of these Terms or any applicable law; (b) content you supply to us for use on a deliverable, where that content infringes a third party’s rights; (c) your failure to obtain consents required from your own customers or end users.

We will defend, indemnify, and hold harmless you, your officers, and your employees from any third-party claim that the original work product we deliver under the SOW infringes a U.S. copyright, trademark, or trade-secret right. Our obligation under this paragraph is conditional on you giving us prompt written notice of the claim, sole control of the defence and any settlement (with no admission of liability without our consent), and reasonable cooperation at our expense.

If we believe the deliverable may infringe, we may at our option modify it to be non-infringing, replace it with non-infringing functional equivalent, or refund the portion of the fees attributable to the affected deliverable. This is your exclusive remedy for any infringement claim.

Force majeure

Neither side is liable for delay or failure to perform caused by events beyond their reasonable control, including but not limited to acts of God, natural disasters, fire, flood, war, terrorism, civil unrest, sustained internet or hosting-provider outages, governmental orders, labour disputes, or pandemics. The affected party will notify the other promptly, take reasonable steps to mitigate, and resume performance as soon as practicable.

Governing law and dispute resolution

These Terms and any engagement formed under them are governed by the laws of the State of Wyoming, USA, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Step 1 — direct discussion. If a dispute arises, the parties will first attempt to resolve it through a 30-day good-faith discussion between authorised representatives.

Step 2 — mediation. If direct discussion fails, the parties will attempt mediation in good faith with a single mediator mutually selected (and if not agreed within 14 days, appointed by JAMS or AAA on request of either side). Each side bears its own costs and shares the mediator’s fee equally.

Step 3 — courts. If mediation fails, the exclusive jurisdiction for any lawsuit is the state and federal courts of Sheridan County, Wyoming. Each side consents to personal jurisdiction and venue there and waives any objection based on inconvenient forum.

No class actions. Each side agrees that disputes will be brought only in an individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. This section does not apply where prohibited by applicable consumer-protection law.

One-year limitation. Any claim or cause of action arising out of these Terms or any engagement must be brought within one (1) year of the date the claim accrued, or be forever barred.

Changes to these Terms

When we change these Terms we update the version number and "last updated" date at the top of the page. Substantive changes that affect active clients are emailed to those clients with at least 30 days’ notice before they take effect. Continuing to use the services after the notice period counts as acceptance — if you do not accept, you can cancel under section 06 with no penalty.

General provisions

Severability

If any provision is held unenforceable, the remainder remains in full effect.

Entire agreement

These Terms together with any signed SOW are the entire agreement between the parties on this subject and supersede prior emails, calls, or pitches.

No waiver

A delay or failure to enforce a right is not a waiver of it. Any waiver must be in writing.

Assignment

Neither side may assign these Terms without the other’s written consent, except as part of a sale of substantially all of the assigning party’s business or assets, in which case prompt written notice is sufficient.

Independent contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

Notices

Notices under these Terms are valid if sent by email to the addresses below and acknowledged in reply, or by overnight courier to the registered address listed in the EOF block, with a copy by email.

Headings

Section headings are for navigation only and do not affect interpretation.

Counterparts

An SOW may be signed in counterparts, including by electronic signature, each of which is an original.

Contact for legal notices

Email: legal@emeraldstatic.com

Mail: EMERALD STATIC LLC, 259 E Works St, Sheridan, WY 82801, USA

We will acknowledge a legal notice within 5 business days of receipt.