Website Management Terms of Service

Introduction

Although there is also some unavoidable standardized legalese at various places in the document which our attorney required, in this document we try to write everything in plain English. To do this, we frequently use terms like “we” and “you.” “We,” “us,” “our,” and “the Company” means METAGLYPHICS, a corporation registered in the State of CA. “You,” “your,” “Customer” or “Client” in this document is you, our Client.

Current Hourly Rate

Throughout this document, reference is made to our current hourly rate. This rate is defined as our hourly rate that is in place at the time a service is requested, not at the time this agreement is signed. We will provide you with our current hourly rate upon request.

Availability and Communication

We are available via email and phone Monday through Friday from 9:00 am to 6:00 pm Pacific time. Our normal response time is one business day, though our response time may vary. We do not work on weekends or holidays. Clients with current website management services receive priority response times.

Email is the primary means of communication accepted for our work together. We do not communicate via mobile phone, text message, social media, or instant/private messaging (like Facebook Messenger) to communicate since we cannot track these requests as a team. No response will be made to any messaging or notices through those unapproved means as those methods of communication will not be monitored by support personnel.

Website Hosting

Our proposal pricing is based on the assumption that you will purchase our website management service, which includes website hosting on our server. This hosting is designed to complement our workflow for the ongoing management of your website.

We strive to ensure that sites hosted by us are available 99.9% of the time during each monthly billing cycle. If this service level is not met, you may be eligible for a credit towards future billing cycles, based on the duration of unavailability. Unavailability is defined as your website being unresponsive or returning a server error for more than 60 consecutive seconds, excluding issues caused by local, regional, national, or international outages.

Unavailability due to scheduled maintenance is excluded from these conditions and does not qualify for service credits. Scheduled maintenance is announced at least two days in advance and does not exceed one hour per month, usually occurring during off-peak hours (typically early morning).

Service credits are calculated as a percentage of the bill for the affected billing cycle. The credit percentage is determined by dividing the minutes of unavailability by the total minutes in that cycle. Customers must request service credits within seven days of the unavailability.

Third Party Hosting

At your request, and at our sole discretion, we may agree to manage websites hosted on other services, though this will typically incur a surcharge.

If you choose not to use our hosting services, we make no guarantees or representations regarding any third-party hosting services, including their performance, support, reliability, or security. We are not liable for any issues, damages, or losses arising from third-party hosting providers, including server downtime, data loss, or security breaches. The chosen hosting provider is solely responsible for resolving any hosting-related issues, and all claims or disputes must be directed to them.

ANY WORK REQUIRED TO ADDRESS PROBLEMS THAT WE DEEM TO BE RELATED TO THIRD-PARTY WEB HOSTING WILL BE BILLED AT OUR CURRENT HOURLY RATE.

Cloud Services and Infrastructure

As part of delivering services, we may configure or recommend the use of third-party cloud-based services, including but not limited to content delivery networks (CDN), domain name system (DNS) providers, web application firewalls (WAF), security platforms, performance optimization tools, or related services.

These providers operate independently under their own terms, policies, service levels, and security practices. We do not make any representations or warranties regarding the performance, uptime, security, availability, support, pricing, or long-term operation of any such provider.

If a failure, outage, policy change, or technical issue occurs with any cloud-based provider, we will make reasonable efforts to assist in troubleshooting. Any work required to investigate, repair, or restore functionality related to a third-party provider may be billable at our current hourly rate, unless such work falls within the scope of an active Website Management Services plan.

The Client is responsible for maintaining active accounts, subscriptions, and payment arrangements with any cloud-based providers used for DNS, CDN, WAF, or other services unless specifically included as part of our Website Management Services. Any assistance or guidance that may be given regarding such issues shall not be deemed to have been adopted, made part of this agreement or made part of any duty of Company.

Website Management Service

Website Backups

We perform regular backups of your website’s files and database to maintain data integrity and facilitate recovery if necessary.

If your site is compromised by a security vulnerability or becomes inoperable due to user error, we will restore a backup for you. In cases of hacks, there is no limit to the number of restorations we will perform under this service.
For user error-related issues, we will perform up to two restorations within any 30-day period.
Additional restorations due to user error will be charged at our current hourly rate with a one-hour minimum.
Backup restorations will reflect the state of the site at the time the backup was taken. Any information added or changes made to the site after the backup will not be included in the restored version.

Website Software Updates

We endeavor to keep your website secure and functional by updating WordPress core, themes, and plugins. Updates are applied at our discretion based on the latest security practices and the operational requirements of your website.

Website Security

We implement advanced security measures to enhance your website’s resilience against unauthorized access and hacking attempts. Our security protocols include the use of leading security software.

While we strive to provide reliable website security, we cannot guarantee that your site will be immune to hacking. Our practices aim to reduce risks and mitigate the impact of security incidents. Should a breach occur, we will restore your website to its pre-breach state by restoring the most recent available backup in our system that predates the breach. Beyond restoration, we do not assume further liability and you agree to release us from any such further liability beyond said restoration.

Premium (Paid) Themes and Plugins

Premium themes and plugins require a recurring license fee to access ongoing software updates.
If we hold the appropriate licenses for the themes or plugins used on your website, the costs for these licenses are included in your Website Management Services. We will maintain these licenses for as long as you remain an active subscriber to our services.
If your website uses premium themes or plugins for which we do not hold the necessary licenses, it is your responsibility to maintain the appropriate licensing to ensure updates are available.
We will inform you about any themes or plugins requiring licensing that you must secure, and assist you in obtaining them if needed.
Our website management service does not cover issues arising from premium themes or plugins that lack proper licensing and therefore cannot be updated to the latest versions. You are responsible for maintaining current licenses for these themes and plugins. Failure to do so may result in compatibility and security problems, for which we cannot be held liable.

Plugin Compatibility

If an update to a plugin causes conflicts or issues with your website’s functionality, we will consult with you to determine the best solution. This typically involves removing the problematic plugin and replacing it with a similar one or alternative programming. If resolving a compatibility issue exceeds three hours, the additional work will be billable at our current hourly rate.

IT IS YOUR RESPONSIBILITY TO INFORM US IF YOUR SITE IS EXPERIENCING PROBLEMS AND NEEDS ATTENTION.

If you choose not to purchase our Website Management Service, you are fully responsible for all website management tasks, including but not limited to performing backups, securing WordPress, and applying WordPress software updates.

Payment for Website Management Services

Payment for Website Management Services is due on the first day of the service period, whether monthly, quarterly, or annually. Payments shall be made via the major credit card on file with our payment processor. Alternative payment methods may be accepted at our discretion and may include an applicable surcharge.

We reserve the right to adjust pricing for our Website Management Services as necessary. Any price changes will be communicated to you in writing at least 30 days in advance. If you do not agree to the new pricing, you may choose to cancel the services as outlined below.

Disruption of Website Management Services

Changes made by you or any third party you authorize—such as employees, contractors, or other service providers—can disrupt our ability to provide Website Management Services. These disruptions may include:

Removing, disabling, or restricting access to plugins required for backups, security, or performance monitoring.
Migrating to a new hosting provider or changing DNS settings without at least one week’s notice.
Altering hosting configurations, file permissions, or server settings in a way that limits our ability to perform maintenance.

If any of these actions occur, we may be unable to provide Website Management Services as agreed. In such cases:

We will notify you of the issue when we become aware of it.
We will attempt to restore our services. Any work required to diagnose or resolve the issue will be billed at our current hourly rate.

You are responsible for ensuring that any third party you authorize to access your website is aware of our management role and does not interfere with the configuration or operation of the website.

Late Payment and Collections Policy

All invoices pertaining to web hosting, security, maintenance, or any other work on your website are payable on receipt. If an invoice goes unpaid for more than 30 days after the invoice was sent, WE RESERVE THE RIGHT TO SUSPEND YOUR WEBSITE FROM PUBLIC VIEW UNTIL ALL OUTSTANDING BILLS ARE CURRENT.

Amounts due and unpaid shall bear an interest at the rate of twelve percent (12%) per annum. Client agrees to pay all costs of collection, including reasonable attorney’s fees, as additional sums owed under this Agreement. Client further acknowledges and agrees that if a check tendered for payment is not honored by the bank for non-sufficient funds (“NSF”), it will not be re-deposited. If the bank does not clear the check, the Client will incur a fee of $25 for the first occurrence and $35 for each subsequent incident. The Client must immediately send a certified check or money order for the amount due, including the NSF fee, to the Company to cover returned check.

Cancellation of Website Management Services

You may cancel website management services with a 30-day notice. Cancellations are requested via a cancellation form on our website (address provided upon request). WE DO NOT OFFER REFUNDS ON WEBSITE MANAGEMENT SERVICES.

IF YOU ELECT TO DISCONTINUE WEBSITE MANAGEMENT SERVICES, THE TOTAL RESPONSIBILITY IS YOURS FOR PERFORMING BACKUPS AND KEEPING ALL COMPONENTS OF YOUR WEBSITE BACKED UP, SECURED, AND UPDATED.

If you desire to migrate your website to another web host. We will at your discretion (1) provide you with an administrator login for your WordPress site so a backup can be performed and migrated to the new location, (2) provide to you a backup created using an industry standard WordPress backup system at a cost of $100, or (3) perform the website migration for you at our current hourly rate.

Website Editing and Administrative Access

At your request, we will create one or more user accounts with editing privileges so you can update the content of your website. You may also request an administrator-level account, which grants full access to all areas of your website—including the ability to install, modify, update, or delete core files, themes, and plugins.

Administrator access is intended only for use by an experienced WordPress developer and should not be used for regular content editing, as even well-intentioned changes made in certain areas can unintentionally damage your website. This damage includes but is not limited to website errors, downtime, loss of data, performance problems, or broken functionality resulting from edits, updates, software changes, or configuration adjustments made using an administrator account.

By requesting an administrator account, you understand and agree that:

The account provides elevated access that can affect site stability and security.
The account should only be used by individuals with advanced knowledge of WordPress.
You are fully responsible for any issues caused by the use of that account, including by others you have authorized to use it.

Further, you understand and agree that if repair, troubleshooting, or restoration is required because of administrator-level changes, this work is not covered by your website management plan and will be billed at our current hourly rate. We reserve the sole right to determine whether an issue was caused by administrator-level access.

Finally, you understand and agree that all user accounts created for your website—whether with editor or administrator privileges—fall under your responsibilities for website security, as outlined elsewhere in this Agreement.

Your Responsibilities in Website Security

We incorporate industry standard WordPress security techniques when building your website. Since one prevalent method hackers use to breach a website is through compromised user devices, you agree to uphold robust security measures when accessing your website, and this includes:

Device Security

Protect any computer or device you control that has access to the website by:

Installing and maintaining up-to-date security software.
Using the latest version of your preferred web browser.
Keeping the operating system updated with recommended patches.
Regularly updating any other installed software.
Refraining from logging into your website while connected to a public WiFi network (such as but not limited to cafes and hotels)

Password Protocol

Use a strong password (as indicated by the WordPress password strength meter) exclusive to your website login.
Refrain from sending passwords or other sensitive credentials openly via SMS, email, chat programs, or any other unencrypted and exposed methods.
We strongly recommend utilizing a password manager to ensure you use robust, unique passwords for every site.

You further commit that any employees, contractors, or other parties you grant (or ask us to provide) website access to will adhere to the above security measures.

Security Breach Notifications and Response

We implement security measures as described in this Agreement to help protect your website. However, no system can be guaranteed to be completely secure. In the event of a security breach, hacking incident, or data compromise involving your website, we will notify the Client when we become aware of the issue. Our responsibility is limited to reporting the issue to the Client and restoring the website to its pre-breach state by restoring the most recent available backup in our system that predates the breach, as described elsewhere in this Agreement.

The Client is solely responsible for determining whether any legal, regulatory, or contractual obligations apply to reporting or disclosing a security incident to governmental agencies, affected individuals, customers, or other third parties. We do not provide legal advice, nor do we assume responsibility for breach notification, regulatory filings, or compliance with any data breach notification laws or requirements. The client agrees to indemnify and hold us harmless from any liability resulting from or connected to the duty to notify others or to have done so properly and/or timely, pursuant to any laws or other requirements which may pertain to client or client’s business.

If additional investigation, research, documentation, or reporting is requested by the Client or by any third party, including regulators, such work will be billable at our current hourly rate.

Cyber Liability Insurance

The Client acknowledges that maintaining a website may involve risks of security breaches, data loss, downtime, and other cyber-related incidents. While we implement reasonable security measures as described in this Agreement, no system is entirely immune to such risks.

We strongly recommend that the Client obtain and maintain appropriate cyber liability insurance or similar coverage to protect against losses, liabilities, and expenses related to hacking, data breaches, business interruption, or other cyber incidents that may affect the Client’s website, business operations, or customer data. We do not provide insurance coverage for any such losses or liabilities unless otherwise specifically stated in the Scope of Work.

Third-Party Services

We cannot be responsible for changes made to the website by third-party providers that you have authorized to access the website. These providers include but are not limited to those doing work related to website development, search engine optimization, social media, or content creation. If our services are necessary to correct problems caused by a third-party provider, such services are not covered by our website management plans, and are billable to you at our current hourly rate.

Third-Party Integrations and Dependencies

Your website may include integrations or connections to third-party software platforms, online services, or hosted systems (“Third-Party Services”). These may include, but are not limited to DNS providers, payment processors, email marketing services, transactional email services, customer relationship management (CRM) systems, scheduling tools, or other Software-as-a-Service (SaaS) products.

These Third-Party Services are operated and controlled by independent providers under their own terms, conditions, privacy policies, service levels, and pricing. You understand and agree that we do not make any representations or warranties regarding the availability, performance, security, legal compliance, support, data handling, or ongoing operation of any Third-Party Service.

Any integration, configuration, or customization of Third-Party Services performed by us is based on the features, APIs, and documentation made available by the provider at the time of implementation. You agree that we are not responsible for service interruptions, feature changes, pricing adjustments, discontinued functionality, vendor outages, or the termination of any Third-Party Service. If changes to a Third-Party Service require work to maintain or restore functionality, we will determine whether the work is included in your Website Management Services. Work outside the scope of those services may be billable at our current hourly rate, at our discretion.

Unless otherwise specified in the Proposal of Services, you are solely responsible for maintaining all required subscriptions, licensing, and contractual relationships with the providers of any Third-Party Services used on your website.

Search Engine Optimization (SEO)

SEO services are not included in our website management service. Your website’s ranking and placement on search engines depend on a myriad of factors. WE CANNOT GUARANTEE RANKING OR PLACEMENT ON ANY SEARCH ENGINE.

Website Email Deliverability

Your website will automatically send emails in response to specific events, such as the completion of a contact form, product sales, or user password updates/resets. These emails could be flagged as spam or not delivered by email providers.

Since we cannot control the delivery of these emails, we are not responsible for any emails that are not delivered to the client for any reason.

YOU ARE RESPONSIBLE FOR REGULARLY CHECKING SPAM FOLDERS, AND WEBSITE FORM AND ORDER INTERFACES FOR ANY NOTIFICATIONS THAT WERE NOT DELIVERED TO YOUR INBOX.

Email Service

WE DO NOT PROVIDE OR SUPPORT EMAIL SERVICE TO CLIENTS. We recommend consulting with an IT Professional about implementing professional email service from a reliable vendor.

Domain Names

Registering a domain name for your website and paying the accompanying annual registration fee is your responsibility. We can assist in the process of registration and connecting your domain name to the website if you desire. You can purchase your domain name for multiple years, or renew it annually at your discretion.

It is your responsibility to ensure that the credit card the domain registrar has on file for your domain registration is current for rebilling.

WE ARE NOT RESPONSIBLE FOR SUSPENSION OR LOSS OF DOMAIN NAMES BECAUSE YOUR CARD COULD NOT BE BILLED OR FOR ANY OTHER REASON. If you lose access to your domain name through non-payment, suspension or any other reason, your website will no longer be accessible or viewable by the public. Work needed as a result of domain expiration is billable at our current hourly rate.

Website Accessibility and Compliance

It is the Client's responsibility to inform us of any specific legal, regulatory, or accessibility requirements that apply to the website, including but not limited to compliance with disability accessibility standards or other regulations related to HIPAA, FERPA, etc. and the specific requirements mandated to qualify as compliance with any said laws or other requirements.

Unless expressly stipulated in the Scope of Work, we make no representations or warranties regarding the website's compliance with any such requirements. Any guarantees to meet compliance for accessibility or other regulations must be explicitly detailed and agreed upon as part of the Scope of Work and accepted by you in writing to be a part of the contract between the parties.

Artificial Intelligence (AI) Generated Content

In the course of providing services, we may use Artificial Intelligence (“AI”) tools to assist with portions of the project, including copywriting, image creation, design concepts, or code development. We utilize widely used, industry-standard AI tools provided by established vendors, including but not limited to OpenAI, Anthropic, and Adobe, to assist in generating content for your project, which may include text, images, graphics, code, video, audio, and other assets.

While these tools are designed to produce original content based on general training data, it is possible that some AI-generated content may resemble material owned by others. AI-generated content may also contain factual inaccuracies, legal inconsistencies, outdated information, or unintended bias. AI tools do not independently verify information for accuracy or legal compliance. Client accepts this risk as an inherent risk of using AI generated content and releases Company from any liability which may result from the use of such content. Client also accepts the responsibility to verify any factually specific AI generated content and notify Company of the correct information with which to replace any incorrect AI generated content.

The Client is responsible for reviewing and approving all final deliverables provided under this Agreement to ensure that they meet legal, regulatory, ethical, and business requirements before publication or use. Deliverables may include content or functionality created, in part, through the use of AI tools.

If the Client provides AI-generated content for inclusion in the project, the Client represents that all necessary rights, licenses, and permissions have been secured. The Client assumes full responsibility for any AI-generated content they supply.

User-Generated Content

If the website includes functionality that allows users, members, customers, or other third parties to submit or publish content, the Client is solely responsible for all such user-generated content. This includes, but is not limited to, content submitted through membership systems, learning platforms, forms, directories, product reviews, blogs, comments, or similar website features.

We do not review, moderate, monitor, or verify user-generated content unless specifically stated in the Scope of Work. The Client assumes full responsibility for ensuring that any user-generated content displayed on the website complies with applicable laws, regulations, intellectual property rights, privacy obligations, and acceptable use standards.

The Client agrees to indemnify and hold us harmless from any claims, demands, legal actions, damages, or liabilities arising from user-generated content on the website.

If user-generated content is brought to our attention (or comes to our attention through any other means) and we determine that it clearly violates applicable laws, we reserve the right to take immediate action. This may include deleting the content, restricting or removing access, reporting the activity to law enforcement, or providing file access to authorities, as applicable. These actions may be taken at our sole discretion if the content is stored on servers or systems we control or manage.

If the content in question is not stored on a server or system we control, we may still restrict or disable access to services that interact with the content and may report the matter to law enforcement if appropriate.

Intellectual Property Rights (Who Owns What)

“Intellectual property rights” means all patents, rights to inventions, copyright (including rights in software) and related rights, trademarks, service marks, trade names, internet domain names, rights to goodwill or to sue for passing off, rights in designs, database rights, rights in confidential information (including know-how) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or shall subsist now or in the future in any part of the world.

Your new website will be built using the WordPress content management system. WordPress and its associated software are “open source,” distributed under the GNU General Public License. We use WordPress to power your website, but neither of us “own” WordPress or the third-party plugins used to add features to your website. When you hire us to build your website, you are not purchasing WordPress, you are retaining our services to create a customized website using the WordPress system.

When we utilize images or other content that are licensed for use on your website by a third party, that party retains ownership of the content in question according to the terms of their own license agreements. For example, if we use a stock photo on your site, you typically pay for the license to use the photo on your site but you do not own that photo. If you have questions about licensing issues like this, just ask.

Depending on the scope of work for your project, we may utilize text, images, or other content generated by Artificial Intelligence (AI) systems. The intellectual property rights, including copyright and ownership of such AI-generated content, may involve unique considerations and could be subject to claims by third parties. Other details pertaining to AI-generated content are addressed below.

When your project is completed, or payment in full for your project has been received, and provided that this contract hasn’t been terminated, we’ll assign intellectual property rights to you as follows:

You own the website and visual elements we create for you and you may do whatever you want with it. Upon request, we will provide the source files for any custom artwork that was created for your project. You own all intellectual property rights of text, images, site specification and data you provided, unless someone else owns them.
We own any intellectual property rights to anything we have developed prior to, or separately from this project. During the process of creating your website, we may create design, code, functionality, and processes. While this work is used on your website, we retain ownership of these as our intellectual property and reserve the right to use them in future projects. This re-use helps us serve our future clients better, just as your website will benefit from what we have learned and developed in previous projects.

Legal Pages and Privacy Requirements

Depending on the nature of your site and your location, legal pages such as Terms of Use, Privacy Policy, Return Policy, and others may be required by government entities, vendors, or licensing agencies.

The Client acknowledges and agrees that it is the Client’s sole responsibility to determine which laws, regulations, or requirements apply to their website, including but not limited to privacy laws, data collection laws, and consumer protection laws at the state, federal, and international levels. These may include, but are not limited to, laws such as the European Union General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA and CPRA), and various state privacy laws including those enacted in Colorado, Virginia, Connecticut, Utah, Texas, and others.

If we provide any standardized privacy policies and terms of use, such language is provided for reference only and we expressly do not guarantee that this language complies with any governing body’s requirements. YOU ARE HEREBY INFORMED, AND YOU ACKNOWLEDGE, THAT YOU SHOULD HAVE ANY STANDARDIZED LANGUAGE REVIEWED BY YOUR ATTORNEY TO ENSURE COMPLIANCE.

If you provide legal page content, we will add those pages to your website. If we provide any standardized legal page templates or recommend third-party policy generators, we make no representations as to the legal sufficiency or compliance of such materials and such language is provided for reference only. You remain solely responsible for the content, accuracy, and legal sufficiency of all legal pages published on your website.

THE CLIENT FURTHER ACKNOWLEDGES AND AGREES THAT IT IS THEIR RESPONSIBILITY TO NOTIFY US IF SPECIFIC LEGAL, REGULATORY, OR COMPLIANCE REQUIREMENTS APPLY TO THE WEBSITE that may affect its design, data collection, or functionality. Any such requirements must be included in the Scope of Work to be considered part of the services provided.

Our Employees and Contractors

At our discretion, we may utilize employees and/or independent contractors to work on your project. Some of these employees and contractors may not be citizens of the United States and may work outside the United States. You agree not to directly contact or solicit any of our employees or contractors for employment or contract work of any kind.

Disclosure to Law Enforcement

We will disclose information about our clients to law enforcement agencies without further consent or notification to the client upon lawful request from such agencies. We will cooperate fully with the legal requests of law enforcement agencies.

Indemnification

To the extent permitted by law, the Client agrees to indemnify and hold harmless the Company, including its contractors, employees, and affiliates, from any third-party claims, liabilities, damages, or expenses (including reasonable legal fees) that arise directly from: (a) the Client’s use of the Services in a way that violates the terms of this Agreement; (b) any infringement or alleged infringement of third-party intellectual property rights resulting from content or materials provided by the Client; or (c) the Client’s breach of confidentiality obligations under this Agreement.

The Company will promptly notify the Client of any such claim and will cooperate reasonably in the defense. The Client shall have the right to assume the defense and settlement of any claim, provided that the Company may participate with counsel of its own choosing at its own expense. This indemnity will not apply to claims arising from the gross negligence or willful misconduct of the Company.

Choice of Law and Forum

This Agreement, and any related Statements of Work, shall be construed in accordance with, and governed by, the laws of the State of Calfornia without regards to Conflict of Law principles.

In the event of any dispute or disagreement with respect to the meaning, effect or interpretation of this Agreement or in the event of a claimed breach of this Agreement, the parties hereto agree that such dispute shall be determined through mediation. The parties will mutually select a mediator and share the cost of mediation equally. If the parties cannot agree upon a mediator then each party shall select a mediator and those mediators shall, independent of party input or control, select a mediator to mediate the dispute. Unless otherwise mutually agreed, the location of the mediation will be in Los Angeles, California. The parties agree to cooperate fully with the mediator in good faith in order to reach a mutually satisfactory resolution of the dispute.

If the dispute is not resolved within 60 days after it is referred to the mediator, either party has the option to litigate the dispute in a court of law located in Los Angeles, California.

Refusal or Discontinuation of Service

We reserve the right to refuse, restrict or terminate service to any client for any reason.

Disclaimer of Warranty

We will perform our work in accordance with good industry practices and at the standard expected from a suitably qualified person with relevant experience. We cannot guarantee that our work will be error-free and so we cannot be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you’ve advised us of them.

THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON- INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT SERVER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL.

Limitation of Damages or Liability

IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE COMPANY, ITS AFFILIATES AND ITS LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, FOR HARM CAUSED BY OR RELATED TO THE CUSTOMER'S SERVICES OR INABILITY TO UTILIZE THE SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Notwithstanding anything else in this Agreement, the maximum aggregate liability of THE COMPANY AND any of its employees, agents, contractors or affiliates, under any theory of law should not exceed the amount of fees it has collected on the customer’s account in the last six months.

Force Majeure

You understand and agree that we shall not be considered in breach of this Agreement, nor shall we be liable for any delay or failure to perform any obligations under this Agreement, if such delay or failure arises from or is attributable to events beyond our reasonable control. These events may include, but are not limited to: fire; flood; earthquake; natural disasters; pandemics; epidemics; war; acts of terrorism; labor disputes; strikes; embargoes; governmental actions or regulations; acts of God or public enemy; death, illness, or incapacity; or compliance with any applicable local, state, federal, national, or international law, governmental order, or regulation.

Force Majeure also includes technical or infrastructure-related issues beyond our control, including but not limited to failures, outages, or disruptions of internet infrastructure; distributed denial-of-service (DDoS) and other cyberattacks; AI system failures; power grid failures; interruptions in third-party hosting, SaaS platforms, or cloud services; failures of telecommunications networks or data centers; or the unavailability of personnel, contractors, suppliers, or vendors due to any of the foregoing causes.

Severability

No part of this Agreement will be affected if any other part of it is held unenforceable or invalid.

Headings

The headings in this Agreement are inserted for convenience only and are not a part of this Agreement.

Entire Agreement

This Agreement, and any Proposals of Service attached, constitute the entire agreement and understanding of the parties with respect to the transactions contemplated hereby and supersedes any and all prior agreements and understandings relating to the subject matter hereof. This Agreement may not be waived, assigned, extended, amended, supplemented or modified orally, but only by a written instrument signed by the party against whom enforcement of any such waiver, assignment, extension, amendment, supplement or modification is sought.

Modifications

This Agreement may not be changed or modified except in writing signed by the parties.

Construction

The parties acknowledge and agree that they have read, understood and have actively negotiated the terms of this Agreement, participated in its drafting and have been represented by legal counsel. Therefore, this Agreement shall not be deemed to be the product of either party and shall not be enforced or interpreted any more stringently or strictly against either party.

Assignability

Neither the Company nor the Client may assign this Agreement without the prior consent of the other.