1. Introduction and Agreement to Terms
These Terms and Conditions ("Terms") constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("Client," "you") and Webstrike Digital Solutions LLC ("Webstrike," "we," "us," or "our"), concerning your access to and use of our web design, development, hosting, and other digital marketing services (collectively, the "Services").
If you do not agree with all of these Terms, then you are expressly prohibited from using our Services and you must discontinue engagement immediately.
These Terms may be supplemented by a more detailed Project Proposal or Statement of Work ("SOW") which will outline the specific scope, timelines, and fees for your project. In the event of a conflict between these Terms and a SOW, the SOW shall prevail.
2. Consent to Receive Electronic Communications from Webstrike
a. Opt-In Mechanism:
By taking any of the following affirmative actions, you provide your express written consent for Webstrike Digital Solutions LLC to contact you via email and text message (SMS/MMS):
Checking a consent box on any of our web forms, proposals, or service agreements.
Providing your mobile number and/or email address in a context where receiving information about our Services is reasonably expected (e.g., a "request a quote" form).
Making your initial payment for Services after being presented with these Terms.
b. Types of Communication:
These communications may include, but are not limited to, responses to your inquiries, service-related notices (such as invoices, payment reminders, service updates, and account notifications), and promotional or marketing messages related to our Services.
c. Opt-Out Procedure:
You may opt-out of receiving marketing communications from us at any time.
- For marketing emails: Follow the "unsubscribe" link provided in the email.
- For marketing text messages: Reply with the word STOP to the number from which you received the message.
- Please note that opting out of marketing communications will not prevent you from receiving essential, non-promotional transactional communications regarding your account, projects, and our ongoing business relationship.
d. Data Rates:
You understand that message and data rates from your mobile carrier may apply to any text messages sent between you and Webstrike.
3. Scope of Services
Webstrike offers a range of digital services, including but not limited to, website design and development, digital marketing, search engine optimization (SEO), and hosting.
The specific services to be provided, deliverables, timelines, and associated fees will be detailed in a separate SOW agreed to by both parties.
Any work falling outside the scope of the agreed-upon SOW will be considered a "change request" and may be subject to additional fees and timeline adjustments.
4. Payment and Fees
Project-Based Fees
For all project-based work (e.g., website design and development):
- A non-refundable upfront deposit of [e.g., 50%] of the total project fee is required before any work will commence. This deposit secures your place in our project queue and covers initial discovery and design costs.
- The remaining balance of [e.g., 50%] is due upon Project Completion. "Project Completion" is defined as the point at which the project has been approved by the Client and is ready to be launched or delivered, as outlined in the SOW.
Hosting and Recurring Services
- Hosting, maintenance, and other recurring monthly or annual services are billed in advance of the service period.
- Payment terms for all recurring invoices are Net 30 days. Payment is due within thirty (30) days from the invoice date.
5. Late Payments and Service Suspension
Timely payment is essential for the uninterrupted delivery of Services.
For recurring Hosting Services, if full payment is not received by the due date (within the Net 30 term), a late notice will be issued.
If an invoice for Hosting Services remains unpaid for 24 hours one calendar days past its due date, Webstrike reserves the right to suspend any and all associated Services, including but not limited to website hosting and email services. This will result in the Client's website becoming inaccessible.
Services will be reactivated promptly upon our receipt and clearance of all outstanding balances, including any applicable late fees.
Webstrike may, at its discretion, charge a Reactivation Fee of [e.g., $75.00] to cover the administrative costs of suspension and reactivation.
6. Client Responsibilities
The Client agrees to cooperate fully with Webstrike and to provide, in a timely manner, all necessary assets, content (text, images, logos), and information required for the completion of the project. This includes providing timely feedback and approvals. Delays in providing these materials may result in project timeline extensions. The Client warrants that all materials provided to Webstrike are owned by the Client or that the Client has the legal right to use them.
7. Intellectual Property Rights
Client Content
The Client retains full ownership of all content, trademarks, and intellectual property provided to Webstrike for the project.
Final Work Product
Upon receipt of final and full payment for a project, Webstrike grants the Client a worldwide, royalty-free, non-exclusive license to use the final website and its associated visual designs.
Agency IP
Webstrike retains ownership of all of its pre-existing code, libraries, tools, methodologies, and proprietary technology used to create the Services. The Client is granted a license to use these elements as part of the final work product but may not extract, resell, or repurpose them.
8. Platform and Hosting Services
a. Service Provision
As part of the Services, Webstrike Digital Solutions LLC provides the Client with access to a proprietary software platform ("Platform") for website hosting, CRM, marketing automation, and other related functionalities.
b. Underlying Infrastructure
The Client acknowledges that the Platform's performance and availability are reliant on underlying technologies and third-party infrastructure (such as data centers and core software providers) that are not within Webstrike's exclusive control.
c. Service Interruptions and Disclaimer
While Webstrike will use commercially reasonable efforts to ensure the Platform is available and secure, we do not guarantee 100% uptime. We shall not be liable for any downtime, service interruptions, bugs, feature changes or removals, data loss, or other performance issues caused by our third-party infrastructure providers. The Client acknowledges that the Platform is provided on an "as is" and "as available" basis.
d. Maintenance
Webstrike and its infrastructure providers may perform scheduled or emergency maintenance on the Platform, which may cause temporary service interruptions. We will provide notice of scheduled maintenance where feasible.
9. Client Communications Policy (Email & SMS/MMS)
If Services include email or text messaging (SMS/MMS) capabilities for the Client to contact their own customers, the following terms apply:
Client Responsibility and Consent
The Client is solely and exclusively responsible for the content and legality of the messages they send using the Platform. The Client represents and warrants that they have obtained all necessary rights and legally-compliant consents (e.g., "express written consent" as defined by the TCPA) to contact each individual on their provided contact lists via the selected communication method. Webstrike provides the technology platform but is not responsible for the Client's compliance with laws such as the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, or any other local or international regulations.
A2P 10DLC Registration
For text messaging in the United States, the Client agrees to cooperate fully with Webstrike to register their brand and messaging campaigns under A2P (Application-to-Person) 10DLC (10-Digit Long Code) regulations. The Client agrees to provide accurate company information for this registration and bear any associated carrier or registration fees. Webstrike is not liable for any message filtering, blocking, or fines resulting from the Client's failure to provide accurate information or maintain compliance.
Prohibited Use
The Client may not use the Platform to send messages that are unlawful, harassing, libelous, abusive, threatening, harmful, or that contain viruses or malicious code. Sending unsolicited "spam" messages is strictly prohibited.
10. Term and Termination
Term
This Agreement begins when the Client engages our Services and will continue until all Services are completed and paid for, or until terminated by either party. Hosting and recurring services will renew automatically on a monthly/annual basis unless terminated.
Termination for Cause
Either party may terminate this Agreement immediately if the other party breaches a material term and fails to cure such breach within thirty (30) days of written notice.
Termination for Convenience (Hosting)
The Client may terminate recurring Hosting Services by providing at least thirty (30) days' written notice before the next billing cycle.
Effect of Termination
Upon termination, all outstanding invoices become immediately due and payable. Webstrike will provide the Client with an opportunity to retrieve their data, subject to full payment of any outstanding fees.
11. Disclaimers and Limitation of Liability
Limitation of Liability
In no event will Webstrike or its directors, employees, or agents be liable to the Client or any third party for any direct, indirect, consequential, exemplary, incidental, special, or punitive damages, including lost profit, lost revenue, or loss of data, arising from your use of the Services, even if we have been advised of the possibility of such damages.
Maximum Liability
Notwithstanding anything to the contrary contained herein, Webstrike's liability to you for any cause whatsoever, and regardless of the form of the action, will at all times be limited to the amount paid, if any, by you to us for the specific Service at issue during the three (3) month period prior to any cause of action arising.
12. Indemnification
The Client agrees to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of: (1) the content or materials you provide; (2) your use of the Services; (3) your breach of these Terms; or (4) your violation of any laws, regulations, or third-party rights related to electronic communications, including but not limited to, claims arising under the TCPA, CAN-SPAM Act, or similar legislation.
13. General Provisions
Governing Law
These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles.
Dispute Resolution
Any legal action of whatever nature shall be brought in the state or federal courts located in Monterey County, California.
Entire Agreement
These Terms and any SOW constitute the entire agreement between the Client and Webstrike.
Severability
If any provision of these Terms is found to be unlawful or unenforceable, that provision will be severed, and the remaining provisions will remain in full force and effect.
Contact
For any questions or notices regarding these Terms, please contact us at:
Webstrike Digital Solutions LLC
1303 Cambridge Ave, King City, Ca 93930
Email: info@webstrikedigitalsolutions.com
Phone: 831-717-7844
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WEBSTRIKE DIGITAL SOLUTIONS LLC