Effective: August 10, 2023
These terms of service are entered into by and between you and Webstacks LLC (“Company,” “Webstacks,” “we,” or “us”). The following terms of service, together with any documents they expressly incorporate by reference (collectively, “Terms of Service”), govern your access to and use of our membership subscription services, including (i) any services, tasks, projects or deliverables, or products, (ii) our platforms or applications, (iii) any content, functionality, features, documentation or other services (collectively, the “Services”) provided on or made available through webstacks.com or such other site, portal or platform as we designate from time to time (the “Platform”), whether as a guest or a registered user.
We may revise and update these Terms of Service from time to time in our sole discretion. Unless we specify a different time, all changes take effective immediately when we notify you or post them on the Platform, and apply to all access to and use of the Services thereafter.
Your continued use of the Services following the notice or posting of revised Terms of Service means that you accept and agree to the changes. You are expected to check this page regularly so you are aware of any changes, as they are binding on you.
Subject to these Terms of Service, we will use commercially reasonable efforts to provide you with the agreed-upon Services. However, we reserve the right to cancel, terminate, or abort any agreed or ongoing Services at any time, with immediate effect.
You will be able to access through the Platform our broad range of creative services in connection with your web design or web development project.
We will provide you with reasonable support during projects in accordance with our standard practice. Our goal is to provide top-quality work that fulfills your needs with accuracy. To ensure successful delivery, you must provide our team with sufficient content and instructions to complete the work. You agree that insufficient instruction or the use of our Services may produce undesired results. If you request services that fall outside our scope and we cannot complete the request within our service offerings, we will inform you as soon as possible. Please note that we do not guarantee that we are able to accept or complete any particular task and we reserve the right to decline any requested task in our sole discretion.
We hold ourselves to a high standard of service and will not intentionally submit and/or publish final files, products, and assets with errors. However, in the rare event that you receive a file with errors, please notify us promptly, and we will strive to resolve the issue quickly by making the necessary revisions. We shall not be liable for any loss of business or revenue incurred from errors in our Services. Additionally, we do not provide any online hosting or support service via our Platform or any other third-party service, website, or domain. It is your responsibility to ensure that any electronic or online delivery or Service provided by us, as well as any account data, registration data, access data, or any other data, are copied and saved to your own location.
Subject to your compliance with these Terms of Service, as well as your subscription to an applicable plan and our timely receipt of your associated payment(s), we will make the applicable Services available to you during the subscription term. We may modify, replace, or discontinue the Services at any time, for any reason, without notice to you.
You may only access and use the Services in accordance with the terms of these Terms of Service. You agree to provide accurate, current, and complete information about yourself as prompted by any form we provide or through the Platform (“Registration Data”). You are responsible for maintaining the security of any password and identification information and promptly notifying us of any unauthorized use of your account.
You are responsible for obtaining and maintaining all telecommunications, broadband, and computer equipment and services needed to access and use the Services and for paying all charges related thereto.
We reserve the right to terminate your account without prior notice or liability to you if we find, in our sole and exclusive discretion, that you: (i) have violated these Terms of Service; (ii) violate or otherwise exhibit conduct not aligned with our core values or standards of conduct; or (iii) are abusing our Services or team members in any way, including using our Services for illegal purposes.
While you remain, as between you and us, the sole and exclusive owner of all right, title, and interest in and to all your information, data, or materials provided to us for the Services as regards your project (“Customer Content”), any content owned or licensed by us, including artwork, stock photographs, audio, typeface, video, designs, and writings (“Licensed Content”) incorporated in your project is subject to the license described in “Use of the Services” section below. No rights are granted to you other than as expressly set forth herein. You grant us a perpetual, irrevocable, worldwide, non-exclusive, transferable, sublicensable right and license to commercially exploit in any manner any feedback, suggestions, or recommendations that you provide.
Subject to your continued compliance with these Terms of Service, including timely payment of associated amounts due, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the Services for your internal business purposes. You may not reverse engineer, decompile, disassemble, modify, translate, create derivative works based on the Services, or use the Services for any purpose other than your internal purposes, except as specifically permitted by statutory law.
You may use the Services for any number of projects and scope that you have subscribed to under the applicable plan. While we accept unlimited requests and revisions, unless you opt for any add-on services we may make available to you or we otherwise agree, we will only accept and complete one task at a time. If you request multiple tasks for your project, we will sequence such tasks based on your priority or based our recommended order, as applicable. Our output volume and turnaround time depends on various factors, including the total request volume and complexity. We will do our best to accommodate any priority items and your timelines, but we recommend refraining from using our Services for time-sensitive projects.
Upon receiving any deliverable from us, you agree to review and proof all files for errors or omissions and notify us promptly if any changes or corrections are needed. Subject to your subscription plan and the availability of add-on services, we will not be able to commence another task until the current task is approved by you and marked as complete. We will make our best effort to rush edits to correct any mistakes notified.
By submitting any Customer Content, you represent that you own such content or have the necessary rights, licenses, and authorization to distribute it. You grant Webstacks a worldwide, royalty-free, non-exclusive license to access and use Customer Content in order for us to provide the Services.
You are, and will be, the sole and exclusive owner of all right, title, and interest in and to the deliverables, including all intellectual property rights therein. Any deliverables that may qualify as “work made for hire” are deemed a “work made for hire” for you. To the extent that any deliverables do not constitute a “work made for hire,” we irrevocably assign all right, title, and interest throughout the world in and to the deliverables, including all intellectual property rights therein, to you. The terms of this Section are subject to your compliance with these Terms of Service and your full payment of applicable amounts due.
In the course of providing the Services, we may use certain pre-existing materials. Webstacks and its licensors remain the sole and exclusive owners of all right, title, and interest in and to any pre-existing materials. You are granted a perpetual, limited, royalty-free, non-transferable, non-sublicensable, worldwide license to use, display, and distribute any pre-existing materials incorporated in, combined with, or otherwise necessary for the use of the Services or deliverables. Webstacks expressly reserves all other rights in and to such pre-existing materials.
We do not support and will not tolerate the use of our Services to discriminate against others, especially based on race, religion, sex, sexual orientation, age, disability, ancestry, or national origin. You are not permitted to use the Services in a manner that would or would likely incite, promote, or support such discrimination, or to incite or promote hostility or violence. If, in our sole determination, we find that your use of the Services is being used to discriminate, especially based on race, religion, sex, sexual orientation, age, disability, ancestry, or national origin, we may permanently or temporarily terminate or suspend your access to the Services without notice and liability for any reason.
You acknowledge that our Services may not be used to engage in any activity that violates any applicable laws or regulations, including but not limited to copyright infringement, unauthorized distribution of confidential or copyrighted material, or any other activity that may cause harm to third parties or is unlawful.
We will not be responsible for any losses or damages incurred by you or any third party as a result of your use or inability to use the Services. You agree to indemnify and hold harmless Webstacks, its directors, officers, employees, and affiliates from and against any losses, damages, liabilities, claims, or expenses arising out of your use of the Services or violation of these Terms of Service.
The provisions of this Section shall survive the termination or expiration of these Terms of Service.
Use of our Services requires payment of one-time or recurring fees. Before we have any obligation to provide Services, you must pay the fees (as well as applicable taxes) in full, in such amounts, and for such billing frequency as specified during registration, as updated by you from time to time. All fees are due immediately upon receipt of the invoice. Our failure to provide an invoice does not relieve you of your obligation to pay the fees in accordance with the terms specified during registration. By registering for the Services, you authorize us to charge your method of payment (e.g., credit card) for the fees and applicable taxes from your registration date based upon your chosen billing frequency (e.g., monthly, quarterly, annually). Overdue charges will accrue interest monthly at the rate of 1.5% of the then-outstanding unpaid balance or the maximum rate permitted by law, whichever is lower. We reserve the right to suspend or terminate your account in the event you fail to pay amounts owed to us when due. All amounts owed under these Terms of Service are non-cancelable and non-refundable, except as specifically provided in this Section.
We reserve the right to change our fees upon 10 days’ advance notice. By continuing to use the Services, you accept such changes. We are not required to notify you of temporary promotions or reductions in fees.
You may cancel your subscription with us at any time directly in our platform or by contacting our support team. If you cancel your subscription before the next renewal cycle, you can continue using your account and accessing your design files until the end of your paid subscription term. When your subscription expires, you will no longer have access to our Services and all design files associated with those Services. We do not provide refunds or credits for partial months of service, downgrades, or unused time.
If you cancel your subscription while any specific task may be in progress, please note that we may not be able to provide you with any deliverables associated with the task. We will endeavor to transfer over any work in progress in our reasonable discretion.
In the event that you dispute any charges on your invoice, you must notify us within 5 days from the invoice date. Failure to notify us within this period will result in the waiver of any claims related to such disputed charges.
In the event of a billing dispute, you shall cooperate in good faith to promptly resolve the dispute. Until the dispute is resolved, you will pay the undisputed amount, and both parties will act reasonably and in good faith to resolve the dispute promptly.
For purposes of these Terms of Service, the term “Confidential Information” means non-public or proprietary information, including, without limitation, information relating to current or future business, products and services, research, images, development, design details and specifications, and marketing plans.
During the course of our relationship, you may disclose to us your Confidential Information. We agree to hold in confidence and not disclose to any third party any of your Confidential Information, except as approved or directed in writing by you, and will use your Confidential Information for no purpose other than for the Services. We will limit access to your Confidential Information to only those employees, officers, directors, contractors, representatives, and agents who are involved in providing Services to you. We will be responsible to you for any breach of this provision by our employees, officers, directors, contractors, representatives, and agents.
During the course of our relationship, we may similarly disclose to you our Confidential Information. You agree to hold in confidence and not disclose to any third party any of our Confidential Information, except as approved or directed in writing by us, and will use our Confidential Information for no purpose, except as permitted by these Terms of Service. You will limit access to our Confidential Information to only those employees, officers, directors, contractors, representatives, and agents to whom it is necessary to disclose our Confidential Information. You will be responsible to us for any breach of this provision by your employees, officers, directors, contractors, representatives, and agents.
Notwithstanding anything to the contrary in these Terms of Service, the following is not considered Confidential Information: (a) information that was in the public domain at the time of its disclosure or has entered the public domain without breach of these Terms of Service; (b) information that was already in the rightful possession of a party at the time of disclosure; (c) information that is independently developed by a party without breaching these Terms of Service; or (d) information that becomes known to a party, without restriction, from a third-party source not directly or indirectly involving a breach of these Terms of Service.
The confidentiality obligations under these Terms of Service will survive for three (3) years after the termination of these Terms of Service.
Our name, and all related names, logos, product and service names, designs, and slogans are trademarks of Webstacks or its affiliates or licensors. You must not use such marks without our prior written permission. All other names, logos, product and service names, designs, and slogans on the Website are the trademarks of their respective owners.
The information presented on or through the Platform is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by.
We may update the content on the Platform from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Platform may be out of date at any given time, and we are under no obligation to update such material.
You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part.
The website from which you are linking, or on which you make certain content accessible, must comply in all respects with these Terms of Service.
You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.
If the Platform contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to the Platform, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Platform will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY 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 YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE PLATFORM, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER 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 THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE COMPANY AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE AMOUNT YOU HAVE PAID TO THE COMPANY FOR THE APPLICABLE SERVICE IN THE LAST 12 MONTHS OUT OF WHICH LIABILITY AROSE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Service or your use of our Services, including, but not limited to, your Customer Content, any use of the Platform’s content, services, and products other than as expressly authorized in these Terms of Service, or your use of any information obtained from the Services.
All matters relating to the Services and these Terms of Service, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction).
At Company’s sole discretion, it may require you to submit any disputes arising from these Terms of Service or use of the Services, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying California law.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OR THE TERMINATION OF THE SERVICES OR THESE TERMS OF SERVICE, WHICHEVER IS LATER; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.]
No waiver by the Company of any term or condition set out in these Terms of Service shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision.
If any provision of these Terms of Service is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.
These Terms of Service will expire and terminate upon the expiration or termination of your account or subscription to a Service; provided that all sections of these Terms of Service which by their nature should survive termination will survive termination, including but not limited to, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
We may terminate the Services at any time upon notice if you default or breach these Terms of Service. Upon expiration or termination of your account or subscription to a Service, all rights under these Terms of Service relating to such Service will immediately terminate, you will lose all access to the applicable Service, including access to your account and Customer Content or other files. If we terminate the Services for your breach, any licenses to Licensed Content will terminate.
These Terms of Service and the rights and obligations herein are personal to you, and you may not assign or otherwise transfer these Terms of Service or any of your rights or obligations hereunder, without our prior written consent. We may freely assign these Terms of Service without your prior consent.
If any one or more of the provisions of these Terms of Service are for any reason held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions of these Terms of Service will be unimpaired and will remain in full force and effect, and the invalid, illegal or unenforceable provision(s) will be replaced by a valid, legal and enforceable provision or provisions that comes closest to the intent of the parties underlying the invalid, illegal or unenforceable provision(s).
If we are unable to perform any obligation under these Terms of Service because of any matter beyond our reasonable control, including but not limited to, pandemic or widespread outbreak of infectious diseases, government shutdown, lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial/labor disputes (whether or not involving our employees), acts of government, loss of or problems with telecommunications, utility services or other third party services, and hostile network attacks (each, a “Force Majeure Event”), we will have no liability to you for such failure to perform; provided, however, that we will resume performance promptly upon removal of the circumstances constituting the Force Majeure Event.