TERMS OF SERVICE

1. AGREEMENT TO TERMS

These Terms of Service ("Terms") constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("Client," "you"), and WebExis LLC ("WebExis," "Agency," "we," "us," "our"), concerning your access to and use of our website (https://webexis.com) as well as any related web design, web development, hosting, and marketing services (collectively, the "Services"). WebExis LLC is a company registered in New Mexico, United States (Office: 4300 Ridgecrest Dr SE, Suite L #515 Rio Rancho, NM 87124) and operating in Bangladesh (Office: Jaflong, Sylhet 3151). By engaging our Services (including but not limited to signing a proposal, paying an invoice, or using services provided), you acknowledge that you have read, understood, and agree to be bound by all of these Terms. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason. We will alert you about any changes by updating the "Last Updated" date of these Terms. You waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms to stay informed of updates. Your continued use of the Services after the date such revised Terms are posted will constitute your acceptance of the changes

The Services are intended for users who are at least 18 years old.

2. DEFINITIONS

3. SCOPE OF SERVICES & PROJECT PROCESS

• Packages:

  We offer distinct service packages, primarily the "Affordable Web Design Package" and the "Custom Web Design Package," as well as standalone "Hosting Package". Specific details, scope, features, and limitations for each Project will be outlined in a separate proposal or Statement of Work (SOW) agreed upon by both parties.

• Client Responsibilities:

  You agree to provide timely cooperation and access to necessary materials required for the Project, including but not limited to text content, logos, high-resolution images, brand color specifications, and any existing design system documentation ("Client Content"). If Client Content is insufficient or not provided, the Agency may use placeholder content or offer content creation services at an additional charge, subject to your approval.

• Revisions & Feedback:

  For Custom Packages, we will provide live preview links for your review and feedback. We will implement reasonable revisions based on your feedback until you are satisfied with the Deliverables meeting the agreed-upon scope. For Affordable Packages, revisions primarily cover integrating Client Content and branding adjustments (colors, logos) onto the selected template base. Excessive revisions beyond the standard scope may incur additional charges.

• Completion & Acceptance:

  A Project is considered complete when the Deliverables substantially conform to the agreed-upon specifications in the SOW or proposal, and the Client has been provided a reasonable opportunity to review and provide final feedback. Acceptance is deemed to occur upon Client‘s explicit approval or if no substantive feedback raising non-conformance issues is received within seven (7) calendar days of final preview delivery.

4. INTELLECTUAL PROPERTY RIGHTS

• Client Content:

  You represent and warrant that you own or have the necessary rights and permissions to use all Client Content provided to us. You retain all ownership rights to your Client Content. You grant WebExis a worldwide, non-exclusive, royalty-free license solely to use, reproduce, modify, display, and publish the Client Content as necessary to perform the Services and create the Deliverables.

• Agency Tools:

  WebExis retains ownership of all its proprietary tools, methods, code libraries, frameworks, and pre-existing materials used in connection with the Services ("Agency Tools"). We grant you no rights in the Agency Tools other than those explicitly required to use the Deliverables. We currently use our own Agency Tools and do not incorporate third-party materials requiring separate licenses unless explicitly stated in an SOW.

• Deliverables:

  Upon receipt of full and final payment for a Project, WebExis assigns to you all rights, title, and interest in the final, unique Deliverables created specifically for you (including the specific visual design, layout, and custom code written exclusively for the Project).

  • Hosted Clients:

    If you utilize our Hosting Services, while you own the Deliverables upon full payment, WebExis will manage the hosting environment and files as a fully managed service. Should you choose to migrate your hosting away from WebExis, upon your written request and provided your account is in good standing, we will provide reasonable assistance in packaging and delivering a copy of your website files (the Deliverables) to you or your designated new provider. Assistance beyond standard file packaging may incur additional fees.

5. HOSTING SERVICES

• Infrastructure:

  Our Hosting Services currently use a variety of industry-standard hosting infrastructures to deliver our services. We reserve the right to change providers at our discretion.

• Included Updates:

  Hosting Services include up to two (2) minor updates per calendar month. These updates are limited to: changes to existing text, swapping existing images, and minor user interface adjustments (e.g., color tweaks, button text changes). Requests exceeding this scope or frequency may be quoted separately. Unused updates do not roll over.

• Acceptable Use:

  You agree not to use the Hosting Services for any illegal, harmful, or infringing activities, including but not limited to: sending spam, hosting malicious software, distributing copyrighted material without permission, or engaging in activities that excessively consume server resources or disrupt service for others. You agree to abide by the acceptable use policies of the underlying provider as applicable.

• Payment:

  Hosting Services are billed monthly in advance. Failure to pay a hosting invoice within thirty (30) calendar days of the due date may result in the suspension of your Hosting Services without further notice. Access will be restored upon receipt of full payment for outstanding invoices. We reserve the right to permanently delete hosted data if payment is not received within sixty (60) days of the due date.

• Backups:

  We perform regular backups of hosting accounts, but these are primarily for disaster recovery purposes. While we may assist with restoration from available backups, we do not guarantee the availability or integrity of any specific backup. You are ultimately responsible for maintaining your own independent backups of your website data. Restoration services may be subject to a fee.

6. PAYMENTS & FEES

• Affordable Web Design Package:

  Full payment ($999 USD, subject to change) is required before work commences.

• Custom Web Design Package:

  A deposit of thirty percent (30%) of the total project fee is required before work commences, forty percent (40%) midway and the remaining thirty percent (30%) is due upon Project completion and prior to final delivery or website launch.

• Hosting Services:

  Billed monthly in advance on a recurring basis via the payment method on file.

• Other Services:

  Fees for additional services (e.g., extra revisions, content creation, custom maintenance) will be quoted and agreed upon separately.

• Taxes:

  You are responsible for any applicable sales, use, or value-added taxes.

7. REFUND & CANCELLATION POLICY

We understand that project needs and circumstances can change. Our goal is to be fair and transparent if you need to cancel a project after work has begun.

• Cancellation by Client:

  If you decide to cancel a Project after work has commenced but before final completion, we will calculate the value of the work completed up to the cancellation date. This calculation will be based on the estimated percentage of project progress (e.g., based on milestones achieved or hours worked relative to the total estimated project effort). Your refund will be calculated as follows: Total Amount You Have Paid - (Total Project Value * % Work Completed).

• Cancellation by Agency:

  We reserve the right to cancel a project if you breach these Terms, fail to provide necessary cooperation or content in a timely manner, or if unforeseen circumstances prevent completion. If we cancel a project due to reasons not attributable to your breach or lack of cooperation, we will apply the pro-rata refund calculation described above based on the work completed.

• Hosting Fees:

  Monthly hosting fees are paid in advance and are non-refundable for the month paid, even if cancelled mid-month.

• Commitment to Satisfaction:

  While the above outlines our cancellation policy, we are committed to your satisfaction. If you have concerns about the progress or quality of the service at any stage, please contact us promptly at info@webexis.com. We encourage open communication and will work collaboratively with you to address concerns and find a suitable solution before initiating a cancellation process.

8. LIMITED WARRANTY & MAINTENANCE

• 30-Day Warranty:

  For a period of thrity (30) calendar days following the official launch date of a website developed by us (the "Warranty Period"), we warrant that the Deliverables will be free from critical bugs or errors ("Defects") arising directly from our work. During the Warranty Period, we will correct any reported Defects at no additional charge. This warranty excludes issues caused by: modifications made by you or third parties, issues with third-party hosting or services (unless it‘s our Hosting Service), browser updates, or problems with Client Content.

• Maintenance Plans:

  After the Warranty Period, ongoing support, updates, backups, and bug fixes are available through separate, paid Maintenance Plans, available upon request. Minor text/image swaps are included in the Hosting Service as described in Section 5.

9. CONFIDENTIALITY

Both parties agree to keep confidential all non-public information received from the other party that is marked as confidential or reasonably should be understood to be confidential ("Confidential Information"). This includes client lists, business strategies, project details, and proprietary methods. This obligation does not apply to information that: (a) is publicly known through no breach of this agreement, (b) was lawfully known before disclosure, (c) is received from a third party without breach of any confidentiality obligation, or (d) is independently developed. Both parties agree to use Confidential Information solely for the purpose of performing under these Terms and not to disclose it to third parties without prior written consent, except as required by law.

10. DISCLAIMER OF WARRANTIES

EXCEPT FOR THE LIMITED WARRANTY PROVIDED IN SECTION 8, THE SERVICES AND DELIVERABLES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, WEBEXIS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF OUR WEBSITE‘S CONTENT, THE DELIVERABLES, OR THE CONTENT OF ANY WEBSITES LINKED TO OUR SITE. WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY PERSONAL OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES.

11. LIMITATIONS OF LIABILITY

IN NO EVENT WILL WEBEXIS LLC OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES OR DELIVERABLES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR 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 SERVICES GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING.

12. INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all 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) your use of the Services or Deliverables; (2) your breach of these Terms; (3) any breach of your representations and warranties set forth in these Terms (especially regarding Client Content); (4) your violation of the rights of a third party, including but not limited to intellectual property rights related to Client Content; or (5) any overt harmful act toward any other user of the Services or third party related to your use of the Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims.

13. TERM AND TERMINATION

These Terms shall remain in full force and effect while you use the Services. We may suspend or terminate your rights to use the Services (including terminating Projects or Hosting Services) at any time for any reason, including for any use of the Services in violation of these Terms or failure to pay fees. Upon termination, your right to access and use the Services will cease immediately. Sections 4, 9, 10, 11, 12, 14, 15, and any other provisions which by their nature should survive termination shall survive termination. Termination of Hosting Services due to non-payment may result in data deletion as outlined in Section 5.

14. GOVERNING LAW

These Terms and your use of the Services are governed by and construed in accordance with the laws of the State of New Mexico, United States, applicable to agreements made and to be entirely performed within the State of New Mexico, without regard to its conflict of law principles.

15. DISPUTE RESOLUTION

• Informal Negotiations:

  To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms ("Dispute"), the parties agree to first attempt to negotiate any Dispute informally for at least thirty (30) days before initiating any court proceeding or arbitration. Such informal negotiations commence upon written notice from one party to the other.

• Binding Arbitration Option:

  If informal negotiations are unsuccessful, the parties agree that any Dispute arising out of or relating to these Terms may be settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in Santa Fe, New Mexico. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

• Court Proceedings:

  If informal negotiations (and optional arbitration) are not pursued or are unsuccessful, the parties irrevocably consent that the state and federal courts located in Bernalillo County or Sandoval County, New Mexico shall have exclusive jurisdiction to resolve any Dispute which may arise in connection with these Terms. The parties agree that for Disputes valued under the jurisdictional limit for small claims court in New Mexico, proceedings shall be initiated in the appropriate small claims court.

16. MISCELLANEOUS

• Entire Agreement:

  These Terms, together with any SOW, proposal, or policies referenced herein (like a separate Privacy Policy), constitute the entire agreement between you and WebExis LLC regarding the Services.

• Severability:

  If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

• Waiver:

  No waiver of any term hereof shall be deemed a further or continuing waiver of such term or any other term.

• Assignment:

  You may not assign your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations under these Terms at any time.

• Electronic Communications::

  You consent to receive electronic communications from us and agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that such communications be in writing.