These terms apply to all website and digital marketing services ("Services") provided by Complete Webdesign Solution ("CWS").
CWS agrees to provide you, the customer, with the Services shown on the invoice, checkout page, or estimate you receive before the project begins ("Initial Invoice"). You acknowledge and agree that unless expressly stated, no other services will be provided by CWS.
The term of any project or service begins on the Initial Payment Date and will continue until terminated as set forth herein. Any project or service may be terminated by CWS, if you the Customer are in default regarding any material obligation in the project or service and the default is not cured within thirty (30) days of receipt of the notice. Any project or service may be terminated by CWS (i) immediately if you the Customer fail to timely pay any fees; or (ii) if you fail to cooperate with CWS or hinders CWS's ability to perform the it Services. The Customer may terminate this Agreement by providing written notice to CWS at least thirty (30) days in advance of the desired termination date you will still be required to pay any outstanding fees or invoices for any project. Upon completion of all outstanding Statements of Work (SOWs), CWS may terminate the project or service.
Paper checks can be mailed to:
25060 Hancock Ave., Suite 103-143,
Murrieta, CA 92562
Fees, Limitations on Refunds, and Cancellation Fees – You agree to pay CWS any and all fee(s) set forth in any project or service. THE CUSTOMER FURTHER AGREES THAT, IN THE EVENT OF ANY TERMINATION OF THIS PROJECT OR SERVICE BY CUSTOMER, AND EXCEPT FOR MATERIAL BREACH ON THE PART OF CWS, NO REFUNDS SHALL BE GIVEN UNDER ANY CIRCUMSTANCES WHATSOEVER. UPON CANCELLATION, CUSTOMER AGREES TO PAY THE FEES OR OTHER AMOUNTS DUE TO CWS AS PROVIDED IN THE PROJECT OR SERVICE.
For the purposes of providing Services, the Customer agrees:
You understand, acknowledge, and agree that:
CWS is not responsible for changes made to your website(s) by other parties that adversely affect the functionality, look, or search engine or directory rankings of your website(s).
Services not listed in the project or service may be added upon request, a new estimate will be given for any additional work before any additional work is done.
Unfortunately we need to include some legalese in our terms, we don't like it, you don't like reading it, but to protect both of us, it needs to be here. Please read it.
You shall indemnify and hold harmless CWS (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) incurred by CWS as a result of any claim, judgment, or adjudication against CWS related to or arising from (a) any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by you to CWS (the "Customers Content"), or (b) a claim that CWS's use of the Customer Content infringes the intellectual property rights of a third party. To qualify for such defense and payment, CWS must: (i) give you prompt written notice of a claim; and (ii) allow the you to control, and fully cooperate with you in, the defense and all related negotiations.
EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, CWS PROVIDES ITS SERVICES "AS IS" AND WITHOUT WARRANTY OF ANY KIND. THE PARTIES AGREE THAT (A) THE LIMITED WARRANTIES SET FORTH IN THIS SECTION ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED AND CWS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IF ANY PROVISION OF THIS AGREEMENT SHALL BE UNLAWFUL, VOID, OR FOR ANY REASON UNENFORCEABLE, THEN THAT PROVISION SHALL BE DEEMED SEVERABLE FROM THIS AGREEMENT AND SHALL NOT AFFECT THE VALIDITY AND ENFORCEABILITY OF ANY REMAINING PROVISIONS.
IN NO EVENT SHALL CWS BE LIABLE TO YOU THE CUSTOMER FOR ANY INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, LOST PROFITS, WHETHER OR NOT FORESEEABLE OR ALLEGED TO BE BASED ON BREACH OF WARRANTY, CONTRACT, NEGLIGENCE OR STRICT LIABILITY, ARISING UNDER THIS AGREEMENT, LOSS OF DATA, OR ANY PERFORMANCE UNDER THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. THERE SHALL BE NO REFUNDS.
You represent and warrant:
The parties agree to hold each other's Proprietary or Confidential Information in strict confidence. "Proprietary or Confidential Information" shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process.
Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party's reasonable control. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.
The parties shall be deemed independent contractors and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership. In no way is either party to be construed as the agent or to be acting as the agent of the other party in any respect, any other provisions of this Agreement notwithstanding.
Any notice required to be given under this Agreement shall be in writing and delivered personally to the other designated party, mailed by certified, registered or Express mail, return receipt requested or by Federal Express. Either party may change its address to which notice or payment is to be sent by written notice to the other under any provision of this paragraph.
This Agreement shall be governed in accordance with the laws of the State of Arizona. All disputes under this Agreement shall be resolved by litigation in the courts of the State of Arizona including the federal courts therein and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.
No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.
If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.
No provision of this Agreement shall be interpreted against any Party because such Party or its legal representative drafted such provision.
You and CWS agree to make a good-faith effort to resolve any disagreement arising out of, or in connection with, this Agreement through negotiation.
You acknowledge that you have read and understand this Agreement and agree to be bound by these terms and conditions.