Terms of Service
PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING OUR SERVICES.
These Terms of Service ("Terms," "Agreement") constitute a legally binding contract between you ("Client," "you," "your") and WebEaze Web Design, a Delaware sole proprietorship with its principal place of business at 109 Pleasant Hill Drive, Camden-Wyoming, Delaware 19934, USA ("WebEaze," "Company," "we," "our," or "us"). These Terms govern your access to and use of the website located at webeaze.io (the "Site") and all website design, development, hosting, maintenance, and related services provided by WebEaze (collectively, the "Services").
By purchasing, subscribing to, accessing, or otherwise using any of the Services, you acknowledge that you have read, understood, and agree to be legally bound by these Terms in their entirety, together with our Refund Policy, Fee Schedule, and any signed Scope of Work ("SOW"), proposal, or written agreement. These documents are incorporated herein by reference and collectively constitute the entire agreement between the parties. In the event of any conflict between a signed SOW and these Terms, the SOW shall control solely with respect to the specific conflicting provisions; all other provisions of these Terms shall remain in full force and effect.
1. Acceptance of Terms
1.1 Eligibility. By accessing or using the Services, you represent and warrant that: (a) you are at least eighteen (18) years of age, or if you are between sixteen (16) and eighteen (18) years of age, you have obtained verifiable parental or legal guardian consent; (b) you have the legal capacity and authority to enter into a binding contractual agreement; (c) you are not barred from receiving services under the laws of the United States or any other applicable jurisdiction; and (d) if you are entering into this Agreement on behalf of a business entity, you have the authority to bind such entity to these Terms.
1.2 Acceptance. Your use of the Services constitutes your unconditional acceptance of these Terms. If you do not agree to all provisions of these Terms, you must immediately cease all use of and access to the Services. Continued use of the Services following the posting of any modifications to these Terms shall constitute your acceptance of such modifications.
1.3 Electronic Agreement. You consent to receive this Agreement and all related documents in electronic form. Your electronic acceptance of these Terms shall have the same legal effect as a handwritten signature.
2. Scope of Services
2.1 Description of Services. WebEaze provides subscription-based website design, development, hosting, and maintenance services as described on the Site and in the applicable subscription plan documentation (collectively, the "Services"). The specific Services provided to you shall be determined by your selected subscription tier (Essential, Growth, or Elite) and any additional services purchased pursuant to our Fee Schedule. All Services are delivered exclusively through WebEaze's proprietary systems, tools, templates, methodologies, and workflows unless otherwise expressly agreed to in a signed writing.
2.2 Included Services. Subject to the terms and limitations of your subscription tier, Services may include:
- Initial website design, development, layout configuration, and deployment
- Mobile-responsive design implementation and basic performance optimization
- Search engine optimization (SEO) fundamentals including meta tags, structured data, and sitemap generation
- Domain Name System (DNS) configuration and domain management assistance
- Web hosting setup, configuration, and coordination with approved hosting providers
- Ongoing website maintenance, security updates, software patches, and bug remediation
- Content updates, design refinements, and stylistic modifications within plan parameters
- Technical consultation and guidance on website best practices
- Support and maintenance requests subject to the Fair Use Policy set forth in Section 12
2.3 Deliverables and Acceptance. For new website development projects, WebEaze shall deliver a functional, production-ready website ("Deliverable") meeting the following minimum specifications:
- Proper rendering and functionality across modern desktop and mobile web browsers
- Implementation of all pages and features specified during the onboarding process
- Functional core features including, as applicable, contact forms, navigation, and third-party integrations
- Substantial conformity with the approved design mockup or wireframe
- Freedom from material defects or errors at the time of initial delivery
Client shall have seven (7) calendar days from delivery to inspect the Deliverable and provide written notice of any material non-conformity with the agreed specifications. Failure to provide such notice within this period shall constitute acceptance of the Deliverable. Minor variations from mockups or specifications that do not materially affect functionality shall not constitute grounds for rejection.
2.4 Timeline and Client Dependencies. Estimated project timelines are contingent upon Client's timely provision of all required materials, including but not limited to: brand assets, written content, photography, login credentials, and business information. WebEaze shall not be liable for any delays resulting from: (a) Client's failure to provide required materials within five (5) business days of request; (b) Client's delayed responses to communications or approval requests; (c) changes to project scope requested by Client; (d) force majeure events; or (e) third-party platform outages, delays, or technical issues beyond WebEaze's reasonable control.
2.5 Support Response Times. Support and update requests submitted through the designated Website Request portal shall be processed in accordance with the following target response times, which are provided as estimates only and do not constitute guaranteed service levels:
- Minor requests (content updates, text changes, image replacements): 24–48 business hours
- Moderate requests (layout adjustments, feature modifications): 48–72 business hours
- Complex requests (multi-page updates, technical troubleshooting): 3–5 business days
Response times may vary based on request complexity, current support queue volume, Client responsiveness to follow-up inquiries, and subscription tier priority levels. WebEaze reserves the right to extend completion times for requests that exceed normal scope or complexity.
2.6 Excluded Services. The following services are expressly excluded from all subscription plans unless separately purchased as add-on services or specifically included in a signed SOW:
- Complete website redesigns, structural overhauls, or platform migrations
- Custom web application development, database design, or membership portal systems
- Complex API integrations, custom automation workflows, or third-party system troubleshooting
- Digital marketing services including paid advertising, social media management, or email campaigns
- Remediation of issues caused by Client modifications, unauthorized access, or external factors
- Services on platforms, content management systems, or technologies not supported by WebEaze
- Professional photography, videography, graphic design, or copywriting services
- Legal compliance consulting, accessibility auditing, or regulatory certification
Requests for excluded services may be quoted separately pursuant to our Fee Schedule, deferred to a future engagement, or referred to appropriate third-party providers.
2.7 Service Modifications. WebEaze reserves the right, in its sole discretion, to modify, expand, reduce, or discontinue any features, functionality, or components of the Services at any time. For changes that materially diminish the Services provided under your current subscription tier, WebEaze shall provide at least thirty (30) days' prior written notice to affected subscribers. Continued use of the Services following such notice constitutes acceptance of the modified terms.
2.8 Subcontractors. WebEaze may engage qualified subcontractors, independent contractors, or third-party service providers to perform any portion of the Services. WebEaze shall remain fully responsible to Client for the performance of any subcontracted work and shall ensure that all subcontractors are bound by confidentiality obligations no less protective than those set forth herein.
2.9 Disclaimer of Business Outcomes. CLIENT EXPRESSLY ACKNOWLEDGES AND AGREES THAT WEBEAZE MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES REGARDING:
- Increased website traffic, visitor engagement, lead generation, or conversion rates
- Improved search engine rankings, visibility, or organic search performance
- Revenue growth, sales increases, or any other business performance metrics
- Third-party platform availability, uptime, performance, or reliability
- Achievement of any specific business objectives or outcomes
All Services are provided on a commercially reasonable, best-efforts basis. Any projections, estimates, or statements regarding potential results are provided for informational purposes only and shall not be construed as guarantees or warranties.
3. Client Responsibilities
3.1 Cooperation and Good Faith. Client agrees to cooperate with WebEaze in good faith throughout the duration of the engagement and to provide, in a timely manner, all information, materials, content, credentials, approvals, and access necessary for WebEaze to perform the Services. Client acknowledges that delays in providing required materials may result in corresponding delays in project completion and shall not entitle Client to any refund, credit, or service extension.
3.2 Content and Materials. Client represents, warrants, and covenants that all content, materials, text, graphics, images, logos, trademarks, and other assets provided to WebEaze ("Client Materials"): (a) are owned by Client or Client has obtained all necessary rights, licenses, and permissions to use and authorize WebEaze to use such materials; (b) do not infringe, misappropriate, or violate any intellectual property rights, privacy rights, publicity rights, or other proprietary rights of any third party; (c) do not contain any defamatory, libelous, obscene, or unlawful content; and (d) comply with all applicable laws, regulations, and industry standards.
3.3 Prohibited Activities. Client shall not, and shall not permit any third party to:
- Use the Services or any website created thereunder for any illegal, fraudulent, harmful, or deceptive purpose
- Violate any applicable local, state, national, or international law, regulation, or ordinance
- Infringe upon or violate the intellectual property rights or privacy rights of any third party
- Transmit any viruses, malware, spyware, or other malicious code through the Services
- Engage in any activity that disrupts, damages, or interferes with the Services or WebEaze's systems
- Resell, sublicense, redistribute, or commercially exploit the Services without prior written authorization
- Remove, alter, or obscure any proprietary notices, labels, or marks on any deliverables
- Use the Services to send unsolicited communications, spam, or engage in phishing activities
3.4 Account Security. Client is solely responsible for: (a) maintaining the confidentiality and security of all login credentials, passwords, and access tokens provided to or created for Client; (b) all activities that occur under Client's accounts; and (c) immediately notifying WebEaze of any unauthorized access or security breach. WebEaze shall not be liable for any loss, damage, or harm resulting from Client's failure to maintain adequate account security.
3.5 Indemnification by Client. Client agrees to indemnify, defend, and hold harmless WebEaze, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Client Materials; (b) Client's breach of these Terms; (c) Client's violation of any applicable law or third-party rights; or (d) any third-party claims relating to Client's website or business operations.
4. Payment & Billing
4.1 Fees and Payment Terms. Client agrees to pay all fees associated with the selected subscription plan and any additional services as set forth on the Site, in the applicable SOW, or in the Fee Schedule. Subscription fees are billed in advance on a monthly or annual basis, as selected by Client, and shall automatically renew at the then-current rate until canceled in accordance with Section 6. All fees are quoted and payable in United States Dollars (USD) unless otherwise specified in writing.
4.2 Setup Fees. One-time setup fees, where applicable, are due and payable in full prior to commencement of any work. Setup fees are earned upon payment and are non-refundable once WebEaze has begun allocating resources or performing any work on Client's project, regardless of whether the project is subsequently completed.
4.3 Payment Processing. All payments are processed through our secure third-party payment processor, Stripe, Inc. By providing payment information, Client authorizes WebEaze and Stripe to charge the designated payment method for all applicable fees. Client agrees to maintain valid, current payment information on file. Payment processing is subject to Stripe's terms of service and privacy policy. Access the billing portal at: billing.stripe.com.
4.4 Automatic Renewal. SUBSCRIPTIONS AUTOMATICALLY RENEW AT THE END OF EACH BILLING PERIOD UNLESS CANCELED BY CLIENT PRIOR TO THE RENEWAL DATE. By subscribing to the Services, Client expressly authorizes WebEaze to charge the applicable renewal fee to Client's payment method on file. It is Client's sole responsibility to cancel prior to renewal if Client does not wish to continue the subscription.
4.5 Price Changes. WebEaze reserves the right to modify pricing for any Services at any time. For active subscribers, price increases shall be effective upon at least thirty (30) days' prior written notice. Continued use of the Services following notice of a price change constitutes acceptance of the new pricing. If Client does not agree to a price increase, Client's sole remedy is to cancel the subscription prior to the effective date of the increase.
4.6 Late Payment and Non-Payment. If any payment is not received when due: (a) WebEaze may charge interest on the outstanding balance at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less; (b) Client shall be responsible for all costs of collection, including reasonable attorneys' fees; and (c) WebEaze may, in its sole discretion, immediately suspend or terminate Services without further notice. Reinstatement of suspended Services may be subject to payment of all outstanding amounts plus a reactivation fee.
4.7 Taxes. All fees are exclusive of applicable taxes, including sales tax, use tax, value-added tax (VAT), or other governmental charges. Client is solely responsible for payment of all such taxes, excluding taxes based on WebEaze's net income.
4.8 Refund Policy. All payments are governed by our Refund Policy, which is incorporated herein by reference. Client acknowledges that, except as expressly set forth in the Refund Policy, all fees paid are non-refundable.
5. Offers, Promotions & Discounts
5.1 Promotional Terms. From time to time, WebEaze may offer promotional pricing, discounts, referral credits, or special offers ("Promotions"). All Promotions are subject to the following terms unless otherwise expressly stated in the promotional materials:
- Promotions are subject to availability and may be modified, suspended, or terminated at any time without prior notice, in WebEaze's sole discretion
- Promotional codes must be applied at the time of checkout and cannot be retroactively applied to prior purchases or combined with other offers
- Unless otherwise specified, Promotions are valid only for new clients or first-time subscribers and are limited to one per customer, household, or business entity
- Upon expiration of any promotional period, subscriptions will automatically convert to then-current standard pricing unless canceled prior to expiration
- Promotions have no cash value and may not be transferred, sold, or exchanged
- WebEaze reserves the right to void any Promotion obtained through fraud, misrepresentation, or violation of promotional terms
5.2 Referral Programs. Referral credits or bonuses are subject to specific program terms and conditions as published by WebEaze. Referral credits are non-transferable, and may only be applied to future Services. Referral credits have cash value only to the extent expressly stated in the program terms. WebEaze reserves the right to modify or discontinue referral programs at any time.
6. Cancellations & Refunds
6.1 Cancellation by Client. Client may cancel the subscription at any time by accessing the Stripe billing portal at billing.stripe.com and following the cancellation procedures. Cancellation shall be effective immediately upon submission, and no further subscription charges will be processed. Client acknowledges and agrees that cancellation does not entitle Client to any refund, credit, or proration of fees already paid.
6.2 No Refunds. ALL FEES PAID TO WEBEAZE ARE FINAL AND NON-REFUNDABLE. WebEaze does not provide refunds, credits, or prorations for any reason, including but not limited to: (a) unused subscription time; (b) early cancellation; (c) setup fees; (d) subscription payments; (e) add-on services; (f) domain registration or renewal fees; or (g) services already rendered. This no-refund policy applies regardless of whether Client utilizes the Services during the subscription period.
6.3 Effect of Cancellation. Upon cancellation or termination of Client's subscription:
- All access to the Services, including maintenance, updates, support, and hosting management, shall immediately cease
- Any licenses granted to Client under these Terms shall automatically terminate
- WebEaze shall retain Client data and website files for thirty (30) days following cancellation, after which such data may be permanently deleted without further notice or liability
- Client remains responsible for all fees incurred prior to the effective date of cancellation
- Provisions of these Terms that by their nature should survive termination shall remain in full force and effect, including but not limited to: intellectual property provisions, limitation of liability, indemnification, and dispute resolution
6.4 Domain and Asset Transfer. Clients wishing to transfer domains, hosting accounts, or other assets to another provider following cancellation may be subject to transfer fees as set forth in the Fee Schedule. WebEaze shall have no obligation to facilitate any transfer until all outstanding balances are paid in full.
6.5 Refund Policy. For complete details regarding refunds, cancellations, billing disputes, and service remedies, please review our Refund Policy, which is incorporated herein by reference.
7. Domains & Hosting
7.1 Domain Services. Depending on Client's subscription tier and service elections, WebEaze may provide assistance with domain name registration, renewal, DNS configuration, and domain management. Where WebEaze registers or maintains a domain name on Client's behalf:
- Legal and beneficial ownership of the domain shall remain with WebEaze until all outstanding invoices, fees, and charges are paid in full
- Upon payment in full and written request by Client, WebEaze shall initiate transfer of domain ownership to Client or Client's designated registrar
- Domain transfers are subject to applicable transfer fees and registrar policies
- WebEaze shall not be liable for domain expiration, loss, or transfer delays resulting from Client's failure to maintain current contact information or respond to renewal notices
7.2 Hosting Services. WebEaze may provide or coordinate web hosting services through WebEaze-managed infrastructure or approved third-party hosting providers. Client acknowledges that:
- WebEaze does not guarantee 100% uptime and shall not be liable for service interruptions, downtime, or data loss caused by hosting provider failures, maintenance, or technical issues
- Third-party hosting providers are governed by their own terms of service and acceptable use policies
- Client is responsible for maintaining backup copies of all critical data and content
- WebEaze reserves the right to migrate Client's website to different hosting infrastructure upon reasonable notice if necessary for performance, security, or operational reasons
7.3 Third-Party Provider Disclaimer. WEBEAZE EXPRESSLY DISCLAIMS ALL LIABILITY FOR ANY DOWNTIME, DATA LOSS, SECURITY BREACHES, OR SERVICE INTERRUPTIONS CAUSED BY THIRD-PARTY PROVIDERS INCLUDING, BUT NOT LIMITED TO, DOMAIN REGISTRARS, HOSTING COMPANIES, CDN PROVIDERS, AND DNS SERVICES.
8. Intellectual Property & Ownership
8.1 WebEaze Intellectual Property. All proprietary materials, methodologies, processes, techniques, know-how, designs, templates, frameworks, source code, software, documentation, and other intellectual property created, developed, or utilized by WebEaze in connection with the Services ("WebEaze IP") are and shall remain the exclusive property of WebEaze. Nothing in these Terms shall be construed as transferring any ownership rights in WebEaze IP to Client.
8.2 License Grant. Subject to Client's full payment of all applicable fees and ongoing compliance with these Terms, WebEaze hereby grants Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the final Deliverables solely for Client's internal business operations. This license does not include the right to: (a) modify, adapt, or create derivative works from the Deliverables; (b) reverse engineer, decompile, or disassemble any software or code; (c) remove or alter any proprietary notices or attributions; or (d) sublicense, sell, or distribute the Deliverables to third parties.
8.3 Client Content. Client retains all ownership rights in Client Materials provided to WebEaze. Client hereby grants WebEaze a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and display Client Materials solely as necessary to perform the Services.
8.4 Portfolio Rights. Unless Client provides written notice to the contrary, WebEaze reserves the right to display completed work in WebEaze's portfolio, marketing materials, case studies, and promotional content, and to identify Client as a WebEaze customer.
8.5 License Termination. The license granted in Section 8.2 shall automatically terminate upon: (a) termination or cancellation of Client's subscription; (b) Client's material breach of these Terms; or (c) Client's failure to pay any amounts when due. Upon license termination, Client shall immediately cease all use of the Deliverables.
9. Third-Party Services & Integrations
9.1 Third-Party Dependencies. The Services may incorporate, integrate with, or depend upon third-party services, platforms, tools, APIs, and software ("Third-Party Services"), including but not limited to: hosting providers, content delivery networks, analytics platforms, payment processors, CRM systems, email services, and social media platforms.
9.2 Third-Party Terms. Client acknowledges that each Third-Party Service is governed by its own terms of service, privacy policy, and acceptable use policy. Client is solely responsible for reviewing and complying with all applicable Third-Party Service terms. WebEaze makes no representations or warranties regarding Third-Party Services.
9.3 Disclaimer. WEBEAZE IS NOT RESPONSIBLE OR LIABLE FOR: (A) THE AVAILABILITY, ACCURACY, OR RELIABILITY OF ANY THIRD-PARTY SERVICES; (B) ANY DOWNTIME, DATA LOSS, SECURITY INCIDENTS, OR SERVICE INTERRUPTIONS CAUSED BY THIRD-PARTY SERVICES; (C) ANY CHANGES TO THIRD-PARTY SERVICE FEATURES, PRICING, OR TERMS; OR (D) ANY CLAIMS ARISING FROM CLIENT'S USE OF THIRD-PARTY SERVICES. Client's sole remedy for any issues with Third-Party Services is to contact the applicable third-party provider directly.
10. Acceptable Use Policy
10.1 Prohibited Conduct. Client agrees not to, and shall not permit any third party to, engage in any of the following prohibited activities in connection with the Services:
- Attempt to gain unauthorized access to WebEaze's systems, networks, servers, or any other infrastructure, whether through hacking, password mining, or any other means
- Upload, transmit, or distribute any viruses, worms, Trojan horses, ransomware, spyware, adware, or other malicious code or software
- Use the Services to send spam, unsolicited commercial messages, phishing emails, or engage in any form of fraudulent or deceptive communication
- Engage in web scraping, data mining, data harvesting, or any automated collection of data from WebEaze's systems or websites created through the Services
- Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying structure of any WebEaze software or systems
- Impersonate WebEaze, its employees, representatives, or other users, or falsely claim affiliation with WebEaze
- Use the Services to host, display, or distribute any content that is illegal, defamatory, obscene, pornographic, harassing, threatening, or promotes violence or discrimination
- Violate any applicable local, state, national, or international law, regulation, or ordinance
- Interfere with or disrupt the integrity, performance, or security of the Services or any related systems or networks
- Engage in any activity that imposes an unreasonable or disproportionately large load on WebEaze's infrastructure
10.2 Enforcement. WebEaze reserves the right to investigate suspected violations of this Acceptable Use Policy and to take any appropriate action, including but not limited to: issuing warnings, suspending or terminating Services, removing content, reporting violations to law enforcement authorities, and pursuing legal remedies. WebEaze may cooperate with law enforcement investigations and legal proceedings related to Client's use of the Services.
11. Limitation of Liability
11.1 Disclaimer of Warranties. THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WEBEAZE EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO: (A) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; (B) WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE; (C) WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; AND (D) WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY CONTENT OR INFORMATION PROVIDED THROUGH THE SERVICES.
11.2 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WEBEAZE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, OR ASSIGNS BE LIABLE FOR ANY: (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES; (B) LOSS OF PROFITS, REVENUE, BUSINESS, SAVINGS, GOODWILL, OR ANTICIPATED SAVINGS; (C) LOSS OF DATA OR DATA BREACH; (D) BUSINESS INTERRUPTION; (E) LOSS OF USE OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES; OR (F) ANY OTHER PECUNIARY LOSS, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT WEBEAZE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
11.3 Cap on Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, WEBEAZE'S TOTAL CUMULATIVE LIABILITY TO CLIENT FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE LESSER OF: (A) THE TOTAL FEES ACTUALLY PAID BY CLIENT TO WEBEAZE DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) FIVE HUNDRED UNITED STATES DOLLARS ($500.00 USD).
11.4 Essential Basis of Bargain. Client acknowledges and agrees that the disclaimers, exclusions, and limitations of liability set forth in this Section 11 are an essential basis of the bargain between the parties and reflect a reasonable allocation of risk. The Services would not be provided without these limitations.
11.5 Jurisdictional Limitations. Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for certain damages. In such jurisdictions, the exclusions and limitations set forth above shall apply to the maximum extent permitted by applicable law.
12. Service Duration & Fair Use Policy
12.1 Fair Use Policy. Each subscription plan provides Client with reasonable access to updates, maintenance, and support services. To ensure equitable service delivery to all clients and prevent abuse, the following fair-use limitations apply to all subscription tiers unless otherwise specified in a signed SOW:
- Update Requests: Up to ten (10) discrete content or design update requests per calendar month, with each request constituting a single, clearly-defined task
- Support Hours: Up to ten (10) hours of cumulative maintenance, troubleshooting, and support time per calendar month
- Request Complexity: Individual requests shall be of reasonable scope and complexity; requests estimated to require more than two (2) hours of work may be split into multiple requests or quoted as additional services
- Major Projects: Full website redesigns, structural overhauls, platform migrations, or other major projects require a separate SOW and are not included in standard subscription services
12.2 Excess Usage. If Client's usage consistently exceeds the fair-use limits, WebEaze reserves the right to: (a) notify Client of the excess usage; (b) defer or deprioritize requests exceeding the limits; (c) require Client to upgrade to a higher subscription tier; (d) charge additional fees for excess usage at then-current hourly rates; or (e) terminate the subscription upon thirty (30) days' written notice.
12.3 Unused Allowances. Unused update requests, support hours, or other allowances do not roll over to subsequent billing periods and have no cash value.
13. Suspension & Termination
13.1 Termination by WebEaze. WebEaze may, in its sole discretion, immediately suspend or terminate Client's access to the Services and/or this Agreement, with or without notice, for any of the following reasons:
- Client's material breach of any provision of these Terms
- Non-payment of any fees when due, including failed payment attempts or declined transactions
- Initiation of a chargeback, payment dispute, or fraud claim against WebEaze
- Fraudulent, deceptive, or illegal activity by Client or through Client's website
- Abusive, threatening, or harassing behavior toward WebEaze staff, contractors, or representatives
- Violation of the Acceptable Use Policy set forth in Section 10
- Client's insolvency, bankruptcy filing, or assignment for the benefit of creditors
- Any other conduct that WebEaze reasonably determines poses a risk to WebEaze, its systems, other clients, or third parties
13.2 Effect of Termination for Cause. Upon termination for cause: (a) all outstanding balances shall become immediately due and payable; (b) all licenses granted hereunder shall automatically terminate; (c) Client shall immediately cease all use of the Services and Deliverables; and (d) WebEaze may delete Client data without further notice or liability.
13.3 No Refund Upon Termination. Termination of this Agreement for any reason shall not entitle Client to any refund of fees paid, and Client shall remain liable for all fees accrued prior to termination.
14. Governing Law, Disputes & Arbitration
14.1 Governing Law. This Agreement and any dispute or claim arising out of or relating to this Agreement, its subject matter, or its formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without giving effect to any choice of law or conflict of law provisions that would cause the application of the laws of any other jurisdiction.
14.2 Informal Dispute Resolution. Prior to initiating any formal dispute resolution proceeding, the parties agree to attempt to resolve any dispute through good faith negotiation. The aggrieved party shall provide written notice describing the dispute and proposed resolution. The parties shall have thirty (30) days from receipt of such notice to attempt to resolve the dispute informally.
14.3 Binding Arbitration. IF THE PARTIES ARE UNABLE TO RESOLVE A DISPUTE THROUGH INFORMAL NEGOTIATION, ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH THEREOF, SHALL BE SETTLED BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION ("AAA") IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES. The arbitration shall be conducted by a single arbitrator selected in accordance with AAA rules. The seat of arbitration shall be Wilmington, Delaware. The arbitrator's decision shall be final and binding, and judgment upon the award may be entered in any court having jurisdiction thereof.
14.4 Class Action Waiver. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, MULTIPLE PLAINTIFF, OR SIMILAR PROCEEDING ("CLASS ACTION"). THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS ACTION. CLIENT EXPRESSLY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST WEBEAZE.
14.5 Jurisdiction and Venue. For any disputes not subject to arbitration, or where arbitration is found to be unenforceable, Client consents to the exclusive personal jurisdiction and venue of the state and federal courts located in Kent County, Delaware, and waives any objection based on inconvenient forum.
14.6 Limitation Period. Any claim or cause of action arising out of or related to this Agreement or the Services must be filed within one (1) year after such claim or cause of action arose, regardless of any statute or law to the contrary. Failure to file within this period shall result in permanent waiver of such claim.
14.7 Attorneys' Fees. In any action or proceeding to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party.
15. Changes to Terms
15.1 Right to Modify. WebEaze reserves the right, in its sole discretion, to modify, amend, or update these Terms at any time. Any changes shall be effective immediately upon posting to the Site and shall be indicated by an updated "Last Updated" date at the top of this page.
15.2 Notice of Material Changes. For changes that materially affect Client's rights or obligations, WebEaze shall make reasonable efforts to provide notice through the Site, email, or other appropriate means. However, it is Client's responsibility to review these Terms periodically for changes.
15.3 Acceptance of Changes. Client's continued use of the Services following the posting of any changes to these Terms constitutes Client's binding acceptance of such changes. If Client does not agree to any modified terms, Client's sole remedy is to discontinue use of the Services and cancel the subscription in accordance with Section 6.
15.4 Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, shall be severed from these Terms. The remaining provisions shall continue in full force and effect.
15.5 Entire Agreement. These Terms, together with the Refund Policy, Fee Schedule, Privacy Policy, and any signed SOW, constitute the entire agreement between Client and WebEaze with respect to the subject matter hereof and supersede all prior or contemporaneous communications, representations, or agreements, whether oral or written.
15.6 Waiver. No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or any other term, and WebEaze's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
15.7 Assignment. Client may not assign or transfer this Agreement or any rights or obligations hereunder without WebEaze's prior written consent. WebEaze may freely assign this Agreement without restriction. Any attempted assignment in violation of this section shall be null and void.
15.8 Contact Information. For questions regarding these Terms, please contact:
WebEaze Web Design
109 Pleasant Hill Drive
Camden-Wyoming, Delaware 19934, USA
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