Deliverables and Ownership

1. Purpose and Scope

This document explains what Acadia Marketing LLC, a Maine limited liability company ("Acadia Marketing LLC", "we", "us"), delivers to a client, who owns the resulting work product, and what we retain. It applies to website design and development, website hosting, domain name management, email setup, search and advertising management, SMS and text-message lead alerts, and client website and domain transfer services.

This document works together with the applicable agreement between the client and us. If the applicable agreement addresses a point differently, the applicable agreement controls. It should also be read with our Terms of Use, Intellectual Property and Copyright, Website and Domain Transfer Terms, and Disclaimers and Limitation of Liability.

2. Definitions

• "Client Materials" means text, photographs, logos, trademarks, product and service information, customer information and any other content the client or the client's representatives provide to us.
• "Deliverables" means the finished website pages, graphics, written content, configurations and other items we create specifically for the client and identify as delivered under the applicable agreement.
• "Acadia Materials" means everything described in Section 4.
• "Third-Party Components" means software, fonts, images, plugins, libraries, services and other materials that we do not own and that are made available by others.
• "Sites" means acadiamarketingmaine.com and any page, subdomain or transfer page that Acadia Marketing LLC operates or issues to clients.

3. What the Client Owns on Full Payment

Subject to the client's full payment of all amounts due under the applicable agreement, and to Sections 4 and 5, we assign to the client our rights in the Deliverables. Until full payment is received, we grant the client only a limited, revocable permission to use the Deliverables as needed to review and approve them, and ownership remains with us.

The client keeps ownership of all Client Materials at all times. Nothing in this document transfers any right in Client Materials to us, other than the permission needed to perform the services and the portfolio use described in Section 8.

Ownership of a Deliverable does not include ownership of the hosting account, the registrar account or any account maintained by a third-party provider, which are governed by the applicable agreement and by that provider's terms.

4. What We Retain

We retain all right, title and interest in the tools, methods and materials we use or develop in the course of our work, whether or not they are used for a particular client. These include:

• software tools, scripts, automation and internal systems;
• templates, layouts, page structures, design frameworks and reusable code;
• processes, workflows, checklists and documentation;
• general know-how, skills, techniques and experience, including improvements to any of the above.

Where a Deliverable incorporates Acadia Materials, we grant the client a non-exclusive, non-transferable license to use those Acadia Materials only as part of the Deliverable, for as long as the client uses the Deliverable. The client may not extract, resell or separately distribute Acadia Materials. Nothing in this document restricts us from creating similar work for other clients, provided we do not use the client's Client Materials or confidential information.

5. Third-Party Components and Licenses

Deliverables may include Third-Party Components. These remain the property of their owners and are provided under their own license terms, which may include attribution requirements, usage limits, renewal obligations or fees. We do not transfer ownership of Third-Party Components, and an assignment under Section 3 does not extend to them.

Where a license allows us to pass it to the client, we will do so, and the client agrees to comply with its terms. Where a Third-Party Component requires a continuing license or subscription, the Deliverable may stop working as intended if that license ends or is not renewed. We are not responsible for changes a third party makes to its own materials or terms.

The client is responsible for confirming that it has the right to use any Client Materials it supplies, and for any claim that Client Materials infringe the rights of others.

6. Source Code Delivery

Where the applicable agreement provides for delivery of source code, we will deliver the source code for the Deliverables in the form and by the method described in the applicable agreement, after full payment. Delivered source code is licensed or assigned as set out in Sections 3 and 4, and does not include Third-Party Components that we are not permitted to redistribute.

Where the applicable agreement does not provide for source code delivery, the client receives the Deliverables as published or installed, and we are not required to deliver underlying files, repositories or build tools. Delivery of source code does not include ongoing support, maintenance or updates unless the applicable agreement says so.

7. Credits

Unless the client declines in writing, we may include a modest credit identifying Acadia Marketing LLC as the designer or developer of the client's website, such as a line in the footer or a note in site files. The credit will not alter the client's content or interfere with the function of the website. The client may ask us in writing to remove the credit, and we will do so within a reasonable time under the agreed schedule. Third-Party Components may carry their own required credits, which the client must leave in place.

8. Portfolio Use

Unless the client declines in writing, we may display the Deliverables, including screenshots, descriptions and the client's publicly visible business name and marks, in our portfolio, on our Sites and in our marketing materials, solely to show examples of our work. We will not disclose the client's confidential information, private customer data, access codes, login credentials or non-public business information. To decline or withdraw portfolio use, the client may send written notice as described in Section 11. Withdrawal applies going forward and does not require us to recall materials already distributed.

9. Hosting and Services After Delivery

Delivery of a Deliverable does not by itself end any hosting, domain management, email, advertising management or messaging service. Those services continue under the existing agreements until they are changed or ended in accordance with their terms. Following a website or domain transfer, any hosting we provide continues under the existing agreements unless the parties agree otherwise in writing. Transfer procedures are described in our Website and Domain Transfer Terms.

10. No Guarantee of Results

We do not promise any particular business, search ranking, traffic, advertising, lead or revenue outcome from the Deliverables or our services. Our responsibilities and the limits on them are described in our Disclaimers and Limitation of Liability.

11. Questions, Notices and Governing Law

Notices and questions under this document, including a written decline of credit or portfolio use, should be sent to info@acadiamarketingmaine.com or to Acadia Marketing LLC, 218 Pond Road, Wilton, ME 04294. We can also be reached at (207) 716-9079. Our Electronic Communications and Notices document explains how notices are given.

This document is governed by the laws of the State of Maine. Disputes are handled as described in our Governing Law and Dispute Resolution document, and venue lies in Cumberland County, Maine.