Terms of Service
Effective Date: January 1, 2023
These Terms of Service ("Terms") govern your use of the website design & development, digital marketing and SEO services provided by Asolace LLC ("Asolace," "we," "us," or "our"). By subscribing to our services, you ("Client") agree to these Terms.
Services Provided
We provide month-to-month digital marketing services, including:
- Website design & development
- Google Ads management
- Facebook Ads management
- Keyword research
- Backlink building
- Content strategy
- Copywriting
- On-page SEO
- Technical SEO
Provider reserves the right to adjust from time to time the sub-tasks and methods of each deliverable listed in the best interests of your business.
We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under this Contract, without your prior consent. If we use subcontractors, we accept full responsibility for every act or omission of the sub-contractor as if it were an act or omission of our own.
Client's Responsibilities
Client agrees to have read, understood, and accepted as binding all definitions, rights, and obligations outlined in this document.
Provide us with the information, access, passwords and assistance as we may reasonably require within sufficient time to enable us to perform the Services; recognizing you are responsible for the accuracy and legal use of any information submitted to us.
We require clients to grant us necessary access to their Google My Business, Website Domain, Website, Google Ads, Facebook Ads accounts if they want us to manage these services. Failure to provide access may impact the effectiveness of our work.
Nominate a suitable individual to act as your representative to liaise with us regarding the Services.
Obtain and maintain all necessary permissions and consents in connection with the Services.
Meet the payment schedules and requirements defined in this document.
Payment & Billing
Payments are automatically charged to the credit card on file with Stripe.
Subscription will automatically renew until canceled by the client.
All payments are final. No refunds will be issued under any circumstances. See our No-Refund Policy for details.
If a payment fails, services will be suspended immediately, including website hosting (if applicable).
Cancellation Policy
Clients may cancel anytime through their Stripe billing portal or by notifying us in writing.
No penalties apply for resubscribing after cancellation.
Cancellation does not entitle the client to a refund or prorated amount.
Ownership & Access
Client acknowledges that all intellectual property rights, including but not limited to website design, content, and SEO strategies, developed during the project, remain the property of Provider until payment is received in full.
Upon full payment, Provider grants the client a non-exclusive, perpetual license to use the completed website and related deliverables.
In the event of termination, non-payment, or cancellation of the subscription, ownership of any new or updated content created during the subscription period reverts to Provider, while the client retains ownership of any content created or provided before termination
Content Accuracy and Legality
Client agrees to review and approve all content before it goes live on the website, ensuring accuracy, legality, and compliance with all applicable laws and regulations.
Client acknowledges that, at the time of contract signing, certain content on the website may already be live and in use. The Provider shall make reasonable efforts to ensure that this pre-existing content complies with all applicable laws and regulations.
For any content that is created, modified, or added to the website after the contract signing date, the client shall assume full responsibility for its accuracy, legality, and compliance with all applicable laws and regulations.
The provider and the client shall work collaboratively to review and address any concerns related to the accuracy and legality of the pre-existing content on the website, with the goal of ensuring compliance with all relevant laws and regulations.
Performance Disclaimer
SEO results are not guaranteed due to factors beyond our control, such as search engine algorithm updates.
We are not liable for any ranking fluctuations, decreased website traffic, or ad performance declines.
Success in digital marketing depends on various external factors, and we do not guarantee any specific return on investment (ROI).
Service Suspension Due to Non-Payment
If a payment fails, services will be suspended immediately, including SEO efforts, ad management, and website hosting (if applicable).
Services will only resume once outstanding payments are settled.
Liability Limitation & Indemnification
Client agree to hold harmless, defend and indemnify Asolace, our employees, contractors, directors and agents, from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential), liabilities, judgments, and expenses (including without limitation reasonable attorneys’ fees) incurred in connection with or arising from any breach by the client or its employees, agents, guests, or invitees of this Contract.
If any action or proceeding is brought against us, our employees, contractors, directors or agents by reason of such claim for which you have indemnified us, you agree to, upon written demand from us, defend the same at your own expense, with counsel reasonably satisfactory to us.
Asolace will do everything possible to build you an amazing website, but we accept no liability for your sales, revenue, and/or the success of your website/business directly, indirectly, or consequentially.
Client agrees that we cannot be held liable for any results outside of our control, such as the quality of leads or sales.
Client agrees to indemnify and hold Provider harmless from any claims, liabilities, or expenses arising from the use of the website or content created by Provider.
Client acknowledge that we have no control over changes to search engine policies or algorithms.
Client understand and accept that at any time the third-party search engines and platforms in their sole discretion may affect how your website content, pages, and domain are viewed and displayed and thereby, your website may lose rankings or be excluded from search results at the sole discretion of the search engines. The client agrees to not hold us liable for any such negative impact on your rankings. We assume no responsibility for the actions and algorithms of these search engines and platforms.
Provided that we upheld our obligations hereunder, you agree that no refunds or discounts will be given for any negative impact on the part of any search engine. While we will provide professional advice in relation to the Services on a continual basis, you certify that we have not given nor implied any guarantees regarding your website rankings in search engines due to these beyond our scope and control.
Nothing in this Agreement excludes or seeks to exclude our liability for death or personal injury caused by our negligence, or for fraud or fraudulent misrepresentation.
The client further agrees to:
- Accept full and exclusive responsibility for your business’ performance and customer satisfaction.
- Accept exclusive responsibility for understanding and ensuring compliance with any regulatory, legal, or contractual obligations related to your business, including without limitation, data held by you and your customers, information provided by you to your customers and/or other third parties, and any safeguarding and security measures that may be required. We may participate in implementing needed systems, services and functions for compliance, but you are solely responsible for the final outcomes, actions taken, and results produced.
- Accept full liability for any losses or cost sustained or incurred by you or arising directly or indirectly as a result of a failure on your part to meet any of the above provisions or for defaulting on Payment.
In addition, we will not be liable by reason of any representation, implied warranty, condition or other term, or any duty at common law or under the express terms contained herein, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by our servants or agents or otherwise) in connection with the performance of our obligations under the Contract.
In the event of a breach or failure by us to execute our express obligations under this Contract, you will not be entitled to any damages or compensation. You expressly waive any right to claim damages or seek any form of compensation for any breach or failure by us under this Contract.
Client agrees to indemnify us against all damages, costs, claims and expenses suffered by us where this is caused by you, or your agents or employees. We shall not be liable to you or any other person for any direct, indirect, or consequential damages, or for the loss of data, profit, or revenue arising out of or relating to this Contract, even if it has been advised of the possibility of such potential loss or damage.
Dispute Resolution & Governing Law
This Agreement is governed by the laws of New York, USA.
Any disputes shall be resolved through binding arbitration in New York rather than in court. Both parties waive their right to file a lawsuit in a public court.
Arbitration will be conducted under the rules of the American Arbitration Association (AAA).
Browser Functionality
All of our websites are tested for functionality on current Safari, Chrome, and Firefox internet browsers.
Asolace do not guarantee that your website will look the same on every screen and/or browser and may appear differently due to varying screen resolutions and aspect ratios.
Asolace does not guarantee functionality and/or display for future versions of any browsers including but not limited to Safari, Chrome, Firefox etc.
Force Majeure
Neither Party shall be liable for any failure or delay in performing their obligations under the Contract where such failure or delay results from any cause that is beyond the reasonable control of that Party.
Such causes include, but are not limited to: power failure, internet service provider failure, strike, lockout, civil unrest, acts of malicious computer programs and code (including but not limited to viruses, Trojan horses, worms, malicious macros, and scripts), shortages, accidents, casualties, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action, epidemics or any other event beyond the control of the Party in question
Confidentiality
Each Party undertakes that throughout the term of the Contract, the Parties may disclose certain confidential information to each other.
Both Parties agree that they will not use the confidential information provided by the other, except to fulfil their obligations under the Agreement.
Termination
Either party may terminate this Agreement with written notice if the other party materially breaches its obligations and fails to cure such breach within 30 days.
Client Data and Content: Upon termination of this Agreement, Provider shall retain ownership of the website design, code, and related assets. Client shall have the opportunity to request a copy of their website content within 60 days of termination. After 60 days following termination, the Provider may delete or remove the client's content from its systems.
Transition of Services: Upon termination, the Provider shall cooperate with the client to facilitate the transition of services to a new provider or to ensure the continuity of services, as mutually agreed upon by both parties. Any costs associated with such a transition shall be the responsibility of the client.
Allowances
Client is responsible for the cost of any outside assets paid. This is included but not limited to third party plugins.
Asolace cannot be held liable for the functionality of third-party plugin or software, recommended or otherwise.
Exclusive Credit Display
We are proud of our work and reserve the right to apply the text “WEBSITE DESIGN BY ASOLACE” on any website we create or manage with the backlink on the text “ASOLACE” linking to “https://asolace.com” on your website.
Should you wish to remove the credit, a fee of $5,000 applies. Payment of this fee does not entitle any other party to claim design or content credit for the work we performed.
Removal of our name does not mean surrendering our design credit to any other party.
Without our expressed consent, you agree that “WEBSITE DESIGN BY ASOLACE” will be visibly displayed on your site acknowledging website content credit.
We reserve the right to take and use screenshots of your completed website for Asolace’s portfolio showcasing.
Removal of our name does not imply that design or content credit is transferred to another individual or entity. You agree not to replace or reassign credit to any third party without our express written consent.
Amendments
We reserve the right to update these Terms at any time. Changes will take effect immediately upon posting on our website. Continued use of our services constitutes acceptance of the updated Terms.
Acceptance of Terms
By subscribing to our services, you acknowledge that you have read, understood, and agreed to these Terms.
For questions, contact us at support@asolace.com.
Asolace LLC
7346 197th Street
Fresh Meadows, NY, 11366
