Page Updated: June 5th, 2026

These Terms of Service govern the services provided by Linchpin, LLC (“Linchpin,” “we,” “us,” or “our”) to our clients (“Customer,” “you,” or “your”).

By approving a proposal, signing an agreement, accepting an order, paying an invoice, or otherwise authorizing Linchpin to begin work, you agree to these Terms unless another written agreement signed by both parties says otherwise.

These Terms apply to Linchpin’s website strategy, design, development, WordPress, hosting support, Cloudflare, monitoring, maintenance, managed services, consulting, and related professional services.

1. Agreement

The agreement between you and Linchpin includes these Terms, the applicable proposal, statement of work, order, support plan, or other written authorization, and any policies or addenda referenced by those documents.

If there is a conflict between these Terms and a signed proposal, statement of work, or other written agreement, the signed or approved project document will control for that specific engagement.

Terms included in your purchase order, vendor portal, procurement form, order confirmation, invoice instructions, or similar document do not apply unless Linchpin separately agrees to them in writing.

We may update these Terms from time to time. The current version will be posted on our website. Material changes will apply prospectively and will not materially alter an active signed statement of work unless required by law or agreed in writing.

2. Services

Linchpin provides professional web, technology, and managed services. The specific services we provide to you will be described in the applicable proposal, statement of work, support plan, or other written authorization.

Our services may include:

• Website strategy, discovery, consulting, and planning;
• UX, UI, design, branding, and content structure support;
• WordPress design and development;
• Custom WordPress themes, plugins, blocks, integrations, and functionality;
• Website maintenance, support, troubleshooting, and monitoring;
• Managed WordPress services;
• Hosting setup, hosting support, hosting management, or hosting coordination;
• Cloudflare configuration, DNS, CDN, WAF, caching, redirect, performance, Workers, and security-related services;
• Analytics, SEO, tracking, spam protection, CRM, forms, email, ecommerce, and third-party integrations;
• Performance, accessibility, security, and technical audits;
• Migration, launch, deployment, and release support;
• Other related services described in an applicable proposal or agreed to in writing.

We will perform the services in a professional and workmanlike manner consistent with generally accepted practices for similar services.

3. Scope, Changes, and Out-of-Scope Work

Each proposal, statement of work, or support plan will describe the scope of services, fees, timeline, deliverables, assumptions, and exclusions for that engagement.

Any work not included in the agreed scope may require a change order, revised estimate, additional budget, or timeline adjustment.

Changes may be approved by written confirmation, including email, support ticket, project management comment, approved estimate, signed change order, or another written method accepted by both parties.

Unless otherwise stated in writing, out-of-scope work will be billed at Linchpin’s then-current rates.

4. Client Responsibilities

You are responsible for providing the information, access, cooperation, content, approvals, credentials, licenses, assets, feedback, and decisions reasonably necessary for Linchpin to provide the services.

This may include:

• Timely feedback, approvals, and business decisions;
• Accurate requirements, content, brand assets, data, and technical information;
• Access to hosting, domains, DNS, WordPress, Cloudflare, analytics, CRM, email, ecommerce, payment, and other relevant systems;
• Required third-party licenses, subscriptions, API access, and account permissions;
• Review and approval of deliverables before launch or publication;
• Responsibility for legal, privacy, accessibility, ecommerce, tax, regulatory, and industry-specific compliance unless expressly included in the agreed scope.

Delays in providing required information, content, access, feedback, approval, or payment may delay timelines and may result in additional fees, project pause, or rescheduling.

5. Fees and Payment

You agree to pay all fees stated in the applicable proposal, statement of work, support plan, invoice, or other written authorization.

Unless otherwise stated in writing:

• Invoices are due upon receipt;
• Recurring services are billed in advance;
• Usage, overage, third-party, or pass-through fees may be billed in arrears;
• Deposits, setup fees, discovery fees, retainers, rush fees, third-party costs, licenses, subscriptions, and completed work are non-refundable;
• Linchpin may pause work, withhold delivery, delay launch, suspend support, or stop services if invoices are overdue.

If no payment terms are stated, payment is due within 30 days of the invoice date.

Late amounts may accrue interest at the lesser of 1.5% per month or the maximum amount permitted by law. You are responsible for reasonable collection costs, including attorneys’ fees, incurred by Linchpin in collecting overdue amounts.

You are responsible for applicable taxes, excluding taxes based on Linchpin’s net income, unless you provide a valid exemption certificate.

6. Project Timelines, Review, and Acceptance

Project timelines depend on timely cooperation, access, content, decisions, feedback, and approvals from you and any third parties involved in the project.

Unless expressly stated in writing, timelines, launch dates, response times, resolution times, and delivery estimates are good-faith estimates and not guarantees.

You are responsible for reviewing deliverables, websites, applications, integrations, forms, ecommerce workflows, tracking, content, and functionality before approval, launch, or publication.

Unless otherwise stated in writing, deliverables will be deemed accepted if you do not identify a material issue within 10 business days after delivery. Approval to launch, publish, deploy, or release a website, application, integration, campaign, or deliverable constitutes acceptance of the released work.

7. Client Content and Materials

You retain ownership of content, data, files, images, videos, text, documents, trademarks, product information, customer information, and other materials you provide to Linchpin.

You grant Linchpin and our applicable contractors and service providers permission to access, use, reproduce, modify, display, transmit, and process your content and materials solely as reasonably necessary to provide the services.

You represent that you have the right to provide the content and materials to Linchpin and that your content and materials do not violate applicable law or third-party rights.

You are responsible for the accuracy, legality, completeness, and appropriateness of your content and materials.

8. Deliverables and Intellectual Property

Unless otherwise stated in writing and subject to full payment of all amounts owed, you will own the final custom deliverables created specifically for you under the applicable proposal or statement of work.

This does not include Linchpin’s pre-existing materials, internal tools, reusable code, frameworks, libraries, templates, processes, workflows, documentation, know-how, or general expertise.

To the extent Linchpin-owned materials are incorporated into a deliverable, Linchpin grants you a non-exclusive license to use those materials solely as part of the deliverable for your business purposes.

Third-party software, open-source software, WordPress, plugins, themes, fonts, stock assets, APIs, SaaS tools, and other third-party materials are governed by their own license terms. Linchpin does not transfer ownership of third-party materials.

Unless expressly included in the agreed scope, deliverables do not include unused concepts, raw design files, editable source files, private repositories, internal notes, build tools, deployment workflows, or proprietary Linchpin systems.

9. WordPress, Open Source, and Third-Party Services

Many websites and applications we build use WordPress, open-source software, commercial plugins, third-party themes, JavaScript libraries, APIs, SaaS platforms, hosting providers, DNS providers, CDNs, analytics platforms, payment processors, CRM tools, email services, monitoring tools, AI tools, and other third-party services.

Third-party and open-source services are governed by their own terms, privacy policies, licenses, pricing, availability, support policies, and service levels.

Unless expressly stated in writing:

• You are responsible for third-party fees, licenses, subscriptions, renewals, and account ownership;
• Linchpin is not responsible for third-party outages, price changes, API changes, discontinued services, security incidents, data loss, compatibility issues, or changes in functionality;
• Linchpin does not warrant third-party services, even if we recommend, configure, integrate, or support them;
• Delays or failures caused by third-party services may affect timelines and may require additional fees.

10. Hosting, Cloudflare, Monitoring, and Managed Services

Where included in an applicable proposal, support plan, or statement of work, Linchpin may provide hosting support, managed hosting coordination, uptime monitoring, DNS management, Cloudflare configuration, CDN support, WAF/firewall configuration, caching support, SSL/TLS configuration, performance optimization, backup coordination, restore assistance, malware response, or related managed services.

The specific hosting, monitoring, response, backup, restore, uptime, and support obligations will be described in the applicable proposal, support plan, or service level agreement.

Unless expressly stated in writing:

• Linchpin does not guarantee uninterrupted or error-free service;
• Hosting, DNS, CDN, email, and infrastructure services may depend on third-party providers outside Linchpin’s control;
• Monitoring does not guarantee prevention or immediate detection of every issue;
• Security tools, WAF rules, firewalls, malware scans, and monitoring reduce risk but do not eliminate risk;
• Backups are not guaranteed to be complete, current, uncorrupted, or restorable in every circumstance;
• You remain responsible for maintaining independent backups of critical data and content;
• Emergency, after-hours, malware cleanup, incident response, or restore work may be billed separately unless included in the applicable support plan.

Linchpin may suspend, restrict, firewall, disable, or otherwise limit access to a website, service, plugin, script, user account, integration, or other component if we reasonably believe it may compromise security, violate law, harm infrastructure, interfere with other customers, trigger abuse reports, expose sensitive data, or create operational risk.

11. Support and Maintenance

Where support or maintenance is included, Linchpin will provide support through the channels we make available, such as email, ticketing systems, project management tools, chat, scheduled calls, or other approved support channels.

Support and maintenance may include troubleshooting, updates, minor changes, monitoring, consultation, bug fixes, or other services described in the applicable proposal or support plan.

12. Security

Linchpin will maintain commercially reasonable administrative, technical, and operational safeguards for systems under our control.

You are responsible for maintaining secure practices for your website, accounts, users, credentials, content, third-party services, and systems.

This includes using strong passwords, enabling multi-factor authentication where available, limiting user permissions, revoking access when appropriate, keeping account ownership current, and following reasonable security recommendations.

Linchpin is not responsible for security incidents caused by your actions or omissions, compromised credentials, third-party services, outdated or unsupported software, plugins or themes not maintained by Linchpin, hosting provider failures, social engineering, DNS or registrar compromise, client-authorized changes, or circumstances outside Linchpin’s reasonable control.

If Linchpin becomes aware of unauthorized access to systems under Linchpin’s control that materially affects your services, we will notify you as soon as reasonably practicable after investigation and after satisfying applicable legal, security, and operational obligations.

13. Privacy, Data, and Compliance

Linchpin will handle personal information in accordance with our Privacy Policy and, where applicable, any data processing agreement between the parties.

You are responsible for determining whether your website, data practices, cookie usage, analytics, advertising tools, CRM tools, forms, ecommerce functionality, and third-party integrations comply with applicable privacy, data protection, consumer protection, marketing, accessibility, industry-specific, and other laws.

Unless expressly included in the agreed scope, Linchpin does not provide legal advice, privacy compliance advice, tax advice, accessibility legal advice, or regulatory compliance advice.

You are responsible for providing required privacy notices, cookie notices, consent mechanisms, terms, policies, disclosures, data retention rules, and user-facing compliance language for your website or application unless expressly included in the services.

14. AI, Automation, and Productivity Tools

Linchpin may use automation, AI-assisted tools, code analysis tools, development tools, monitoring tools, documentation tools, project management tools, testing tools, or other productivity tools to provide the services.

Linchpin will use commercially reasonable judgment when using such tools in connection with client content, confidential information, code, credentials, or personal information.

You are responsible for reviewing and approving final deliverables, including any AI-assisted content, code, recommendations, or outputs, before publication or production use.

15. Confidentiality

Each party may receive non-public information from the other party that should reasonably be understood to be confidential.

Each party agrees to use the other party’s confidential information only as necessary to perform or receive the services, to protect it using reasonable care, and to disclose it only to personnel, contractors, advisors, or providers who need access and are bound by confidentiality obligations.

Confidential information does not include information that is publicly available without breach, already known without restriction, independently developed without use of the confidential information, or lawfully received from a third party without restriction.

A party may disclose confidential information if required by law, legal process, court order, or regulatory obligation, provided that it gives reasonable notice where legally permitted.

The confidentiality obligations survive termination of the agreement.

16. Publicity and Portfolio Use

Unless otherwise stated in writing, Linchpin may identify you as a client and may use your name, logo, website screenshots, project descriptions, and non-confidential descriptions of the services in portfolios, proposals, case studies, marketing materials, websites, social media, award submissions, and similar materials.

Linchpin will not disclose your confidential information in publicity materials without your consent.

You may opt out of portfolio or publicity use by providing written notice to Linchpin.

Neither party may imply a partnership, reseller relationship, endorsement, sponsorship, or formal affiliation without prior written consent.

17. Termination

The term of each engagement will be stated in the applicable proposal, statement of work, support plan, or other written authorization.

If no term is stated, the engagement begins when you approve the work and continues until the services are completed or terminated.

Either party may terminate ongoing recurring services for convenience with 30 days’ written notice unless a different notice period is stated in writing.

Either party may terminate the agreement or affected services if the other party materially breaches the agreement and fails to cure the breach within 10 days after written notice.

Linchpin may suspend or terminate services immediately if:

• You fail to pay overdue amounts;
• Your use of the services creates security, legal, operational, reputational, or infrastructure risk;
• You request or require Linchpin to perform unlawful, unethical, infringing, deceptive, or harmful work;
• You abuse, harass, threaten, or mistreat Linchpin personnel;
• A third-party provider suspends or terminates a required service;
• Linchpin reasonably believes immediate action is necessary to protect systems, data, users, or third parties.

Upon termination, you must pay all amounts owed for services performed, expenses incurred, committed resources, third-party costs, licenses, subscriptions, and non-cancellable obligations through the effective termination date.

At your request and subject to payment of all outstanding amounts, Linchpin may provide reasonable transition assistance at our then-current rates.

18. Warranties and Disclaimers

Linchpin warrants that it will perform the services in a professional and workmanlike manner.

Your sole remedy for breach of this warranty is for Linchpin to use commercially reasonable efforts to reperform the affected services.

Except as expressly stated in these Terms or an applicable written agreement, the services and deliverables are provided “as is” and “as available.”

Linchpin disclaims all warranties not expressly stated, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted service, error-free service, availability, accuracy, search rankings, traffic, conversions, revenue, accessibility compliance, performance scores, deliverability, analytics accuracy, or business outcomes.

19. Indemnification

You agree to indemnify, defend, and hold harmless Linchpin, its officers, members, employees, contractors, affiliates, vendors, and agents from and against claims, damages, liabilities, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to:

• Your content or materials;
• Your breach of these Terms;
• Your violation of law;
• Your violation of third-party rights;
• Your use of the services;
• Your products, services, customers, users, website visitors, or business operations;
• Your failure to maintain required legal, privacy, accessibility, ecommerce, tax, regulatory, or industry-specific compliance;
• Your use of third-party services.

20. Limitation of Liability

To the maximum extent permitted by law, Linchpin’s total aggregate liability arising out of or related to the services will not exceed the fees paid by you to Linchpin for the affected services during the three months preceding the event giving rise to the claim.

To the maximum extent permitted by law, Linchpin will not be liable for indirect, incidental, special, consequential, exemplary, punitive, or enhanced damages; lost profits; lost revenue; lost data; loss of goodwill; business interruption; cost of substitute services; or similar damages.

The limitations in this section do not apply to amounts you owe for services, indemnification obligations, or liability that cannot be limited by law.

21. Force Majeure

Linchpin will not be liable for delay, failure, outage, or interruption caused by circumstances beyond our reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, government action, internet or telecommunications failures, utility failures, third-party service outages, hosting provider failures, domain or DNS failures, Cloudflare or CDN outages, cyberattacks, supply chain disruptions, or other events beyond our reasonable control.

22. Governing Law and Venue

These Terms and the services are governed by the laws of the State of Rhode Island, without regard to conflict of law principles.

Any action arising out of or related to these Terms or the services will be brought in the state or federal courts located in Rhode Island, unless another written agreement between the parties provides otherwise.

Each party consents to personal jurisdiction and venue in those courts.

Each party waives any right to a jury trial in any action or proceeding arising out of or related to these Terms or the services.

23. Notices

Notices to you may be sent to the email address, billing contact, project contact, account owner, or other contact you provide to Linchpin.

Notices to Linchpin must be sent to:

Linchpin, LLC
Attn: Legal Department
PO Box 1
Warren, RI 02885
Email: [email protected]

24. General

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

Neither party may assign these Terms without the other party’s prior written consent, except in connection with a merger, acquisition, corporate reorganization, sale of substantially all assets, or similar transaction.

If any provision of these Terms is found unenforceable, the remaining provisions will remain in effect.

A party’s failure to enforce any provision is not a waiver of that provision.

Any provision that by its nature should survive termination will survive, including payment obligations, confidentiality, intellectual property, indemnification, disclaimers, limitations of liability, governing law, and dispute resolution provisions.

These Terms, together with the applicable proposal, statement of work, support plan, or other written authorization, are the entire agreement between the parties regarding the services and supersede all prior discussions, proposals, negotiations, and understandings regarding the same subject matter.