WEBERNATOR MASTER CLIENT SERVICES AGREEMENT

This Master Client Services Agreement contains the general terms that apply when Webernator provides paid services. Every project also has a proposal, quote, estimate, invoice, or statement of work describing its specific scope, pricing, and schedule. If a signed project-specific agreement conflicts with this Master Client Services Agreement, the project-specific agreement will control for that specific project.

Last updated: July 29, 2026

Please read this Agreement carefully. It contains important terms regarding payment, project scope, ownership, cancellation, warranties, liability, and dispute resolution.

This Master Client Services Agreement (“Agreement”) governs services provided by Webernator (“Webernator,” “we,” “us,” or “our”) to the individual or organization purchasing or receiving services (“Client,” “you,” or “your”).

This Agreement is intended to work together with each proposal, quote, estimate, invoice, order form, statement of work, project brief, maintenance plan, hosting plan, or other written project-specific document accepted by the Client (each, a “Project Agreement”).

By signing or electronically accepting a Project Agreement, clicking an acceptance checkbox, approving a proposal electronically, paying a deposit or invoice that references this Agreement, or otherwise authorizing Webernator to begin work after receiving a link or copy of this Agreement, the Client agrees to be bound by this Agreement.

This Agreement is written as a general master agreement. A Project Agreement may add to or modify these terms for a specific project.

Table Of Contents

1. Our Commitment
2. Definitions
3. Acceptance and Authority
4. Relationship Between Documents
5. Services
6. Proposals, Quotes, and Estimates
7. Project Scope and Deliverables
8. Change Requests and Additional Work
9. Client Responsibilities
10. Content, Materials, and Legal Rights
11. Communication and Approvals
12. Project Schedules and Deadlines
13. Client Delays, Dormant Projects, and Reactivation
14. Fees, Deposits, and Payment Due Dates
15. Payment Plans and Recurring Billing
16. Taxes, Expenses, and Third-Party Costs
17. Late Payments, Failed Payments, and Suspension
18. Chargebacks and Payment Disputes
19. Cancellations, Termination, and Refunds
20. Revisions
21. Testing, Review, and Acceptance
22. Launch and Delivery
23. Ownership of Final Deliverables
24. Webernator Materials and Reusable Tools
25. Third-Party Software, Themes, Plugins, and Licenses
26. Open-Source Software
27. Domains, DNS, Email, and Accounts
28. Hosting Services
29. Maintenance and Care Plans
30. Security, Backups, and Incident Response
31. Search Engine Optimization and Marketing
32. Accessibility Services
33. Artificial Intelligence and Automated Tools
34. Confidentiality
35. Privacy and Personal Information
36. Portfolio and Attribution Rights
37. Client Vendors and Third Parties
38. Non-Solicitation of Personnel
39. Independent Contractor Relationship
40. Warranties and Disclaimers
41. Limitation of Liability
42. Indemnification
43. Force Majeure
44. Dispute Resolution
45. Governing Law and Venue
46. Electronic Signatures and Records
47. Notices
48. Assignment
49. Changes to This Agreement
50. General Provisions
51. Contact Information

1. Our Commitment

Webernator aims to provide professional, practical, and transparent digital services. We will communicate honestly, perform agreed services with reasonable care and skill, and make good-faith efforts to deliver work that substantially matches the applicable Project Agreement.

This Agreement exists to establish clear expectations, protect both parties, and reduce misunderstandings. It is not intended to eliminate normal collaboration or reasonable flexibility.

2. Definitions

“Agreement” means this Master Client Services Agreement.

“Client Content” means text, images, logos, videos, audio, documents, product information, trademarks, data, credentials, instructions, and other materials supplied by or on behalf of the Client.

“Deliverables” means the specific work product identified in a Project Agreement.

“Final Deliverables” means Deliverables approved by the Client and released after all amounts due for those Deliverables have been paid.

“Project Agreement” means any proposal, quote, estimate, invoice, order form, statement of work, project brief, hosting plan, maintenance plan, email agreement, or other written document that describes project-specific services, pricing, timing, or terms and is accepted by the Client.

“Services” means the work Webernator agrees to perform.

“Third-Party Services” means products, platforms, software, hosting, domains, plugins, themes, applications, APIs, payment processors, analytics tools, advertising platforms, email services, social networks, or other services not owned and controlled by Webernator.

“Webernator Materials” means Webernator’s pre-existing or reusable code, systems, templates, methods, processes, design components, prompts, know-how, documentation, tools, libraries, frameworks, and other materials not created exclusively for the Client.

3. Acceptance And Authority

3.1 Acceptance Methods

The Client may accept this Agreement and a Project Agreement through a handwritten signature, electronic signature, electronic approval, checkbox, email confirmation, payment, or other conduct that clearly indicates acceptance.

3.2 Authority

The person accepting on behalf of an organization represents that they have authority to bind that organization. If they do not have such authority, they may be personally responsible for obligations they purported to accept.

3.3 Opportunity to Review

The Client acknowledges having had an opportunity to review this Agreement, ask questions, and seek independent legal advice before acceptance.

3.4 Business and Consumer Clients

Webernator primarily provides business services. If mandatory consumer-protection law applies to a particular transaction, nothing in this Agreement waives rights that cannot legally be waived.

4. Relationship Between Documents

4.1 General Rule

This Agreement supplies the standard terms for Webernator’s client relationships. Each Project Agreement supplies the project-specific scope, deliverables, price, schedule, and other details.

4.2 Order of Precedence

If documents conflict, the following order generally controls:

• a later written amendment signed or electronically accepted by both parties;
• the applicable Project Agreement;
• any service-specific schedule or addendum;
• this Agreement;
• Webernator’s public Website Terms of Service.

The Privacy Policy governs personal-information practices and is not intended to change project pricing or scope.

4.3 Project-Specific Terms Control

A Project Agreement may expressly replace or modify part of this Agreement for that project. The rest of this Agreement remains in effect.

4.4 Existing Projects and Later Updates

Unless the Client expressly agrees otherwise, material changes to this Agreement do not retroactively alter a previously accepted Project Agreement. The version in effect when the applicable Project Agreement was accepted will govern that project, except that updated terms may apply to renewals, new work, or newly purchased services.

5. Services

5.1 Possible Services

Services may include website planning, design, development, redesign, WordPress services, e-commerce setup, forms, integrations, content assistance, search engine optimization, accessibility improvement, website maintenance, security-related configuration, hosting coordination, domain and DNS assistance, email configuration, analytics, advertising support, consulting, training, troubleshooting, and other digital services.

5.2 No Obligation Beyond Agreed Scope

Webernator is required to perform only the Services expressly included in the applicable Project Agreement.

5.3 Methods and Personnel

Unless a Project Agreement states otherwise, Webernator controls the manner and means of performing the Services and may use employees, contractors, specialized vendors, software, automation, or artificial-intelligence tools.

5.4 Refusal of Work

Webernator may refuse work that is unlawful, deceptive, unsafe, abusive, discriminatory, infringing, technically unreasonable, outside our capabilities, or inconsistent with our business standards.

6. Proposals, Quotes, And Estimates

6.1 Validity Period

A proposal, quote, or estimate is valid only for the period stated in it. If no period is stated, it expires thirty (30) days after issue.

6.2 Estimates

An estimate is a good-faith prediction, not a guaranteed final price, unless expressly labeled as a fixed-price quote.

6.3 Assumptions

Pricing may rely on assumptions about page count, features, content readiness, access, platform condition, cooperation, integrations, and complexity. If an assumption is incorrect, Webernator may propose a scope or price adjustment.

6.4 Clerical Errors

Obvious typographical, arithmetic, or clerical errors may be corrected. Webernator will notify the Client promptly if a correction materially affects price or scope.

7. Project Scope And Deliverables

7.1 Scope

The Project Agreement defines the scope. Anything not reasonably included in the listed Deliverables is outside scope.

7.2 Reasonable Interpretation

If a term is unclear, the parties will interpret it reasonably in light of the written Project Agreement, project communications, industry practice, and the price charged.

7.3 Technical Decisions

Unless the Project Agreement specifies otherwise, Webernator may make reasonable technical, architectural, layout, workflow, and implementation decisions.

7.4 Responsive Design

“Responsive” or “mobile-friendly” means reasonable adaptation to common current device widths and browsers. It does not mean identical appearance on every device, operating system, browser, zoom level, display, or accessibility setting.

7.5 Browser Support

Unless otherwise stated, Webernator generally targets current versions of major modern browsers. Support for obsolete browsers, unusual devices, or legacy systems requires written inclusion in scope.

7.6 Third-Party Changes

Webernator is not responsible for changes made by browsers, operating systems, search engines, social platforms, hosting companies, plugins, themes, APIs, or other third parties after delivery.

8. Change Requests And Additional Work

8.1 Scope Changes

Requests that add pages, features, integrations, products, forms, content, redesigns, meetings, revisions, migrations, research, troubleshooting, or other work may be treated as a change in scope.

8.2 Approval

Webernator may provide a written change order, revised quote, supplemental invoice, or hourly estimate. Approval by email, electronic acceptance, or payment is sufficient.

8.3 No Obligation to Begin Extra Work

Webernator is not required to start additional work until the Client approves the price and any schedule impact.

8.4 Minor Courtesy Work

Webernator may occasionally perform minor extra work without charge. Doing so does not make similar future work free or included.

9. Client Responsibilities

The Client will:

• provide accurate, complete, and timely information;
• supply required content, branding, images, product data, policies, and credentials;
• identify one primary decision-maker when practical;
• provide feedback and approvals within requested timeframes;
• review Deliverables carefully;
• maintain lawful rights to Client Content;
• purchase or maintain required third-party accounts and licenses unless expressly included;
• keep independent copies of important business records and content;
• comply with applicable laws and industry obligations;
• notify Webernator promptly of errors, concerns, or changed requirements; and
• pay amounts due on time.

The Client is responsible for business decisions, legal compliance, factual accuracy, product claims, pricing, taxes, privacy notices, terms, refund policies, regulated-industry requirements, and final approval of published content.

10. Content, Materials, And Legal Rights

10.1 Client Warranty

The Client represents and warrants that it owns or has permission to use all Client Content and that Webernator’s authorized use of it will not violate intellectual-property, privacy, publicity, confidentiality, contractual, or other rights.

10.2 Content Accuracy

The Client is responsible for checking names, addresses, prices, dates, claims, product details, disclaimers, spelling, grammar, and factual accuracy before launch.

10.3 Stock Assets

Stock photographs, fonts, graphics, music, video, or other licensed materials remain subject to their license terms. The Client may receive only the rights permitted by the applicable license.

10.4 Prohibited Content

The Client may not require Webernator to publish unlawful, fraudulent, defamatory, threatening, malicious, exploitative, privacy-invasive, infringing, or materially deceptive content.

10.5 Removal

Webernator may decline, remove, disable, or refuse to publish content that reasonably appears to create legal, security, reputational, or technical risk.

11. Communication And Approvals

11.1 Approved Channels

Project communications may occur through email, proposal software, a project-management system, forms, video meetings, telephone, text, or another agreed channel.

11.2 Reliance on Instructions

Webernator may rely on instructions from the Client’s designated contact or anyone who reasonably appears authorized to act for the Client.

11.3 Written Confirmation

Important scope, price, approval, and deadline decisions should be documented in writing. If verbal instructions materially affect a project, Webernator may request written confirmation before proceeding.

11.4 Approval

Approval may be express or inferred from conduct, including directing Webernator to continue, publishing the work, using the Deliverable, or failing to identify specific objections during an agreed review period.

12. Project Schedules And Deadlines

12.1 Estimates

Unless expressly stated as guaranteed, schedules are estimates.

12.2 Dependencies

Deadlines depend on timely payment, content, access, feedback, third-party performance, and Client cooperation.

12.3 Adjustments

A delay by the Client or a third party may extend Webernator’s deadlines by at least the length of the delay plus reasonable time to reschedule work.

12.4 Rush Work

Rush work is subject to availability and may require an additional fee.

12.5 No Liability for Reasonable Delay

Webernator is not liable for reasonable delay caused by factors outside our control or by Client action or inaction.

13. Client Delays, Dormant Projects, And Reactivation

13.1 Client Delay

A project may be paused if the Client fails to provide payment, content, access, feedback, approval, or another required item.

13.2 Dormant Project

Unless a Project Agreement states otherwise, a project may be considered dormant after thirty (30) consecutive days without required Client action.

13.3 Scheduling After Delay

Dormant or delayed projects may lose their original production slot and be rescheduled according to current availability.

13.4 Reactivation Fee

Webernator may charge a reasonable reactivation fee if a project has been dormant for sixty (60) days or more or if substantial reorientation is required.

13.5 Closure

After ninety (90) days without required Client action, Webernator may close the project by written notice. Amounts already earned remain nonrefundable, and unfinished work may be delivered in its then-current condition after all outstanding amounts are paid.

14. Fees, Deposits, And Payment Due Dates

14.1 Fees

The Client will pay the fees stated in the Project Agreement.

14.2 Deposits and Initial Payments

Unless otherwise stated, deposits and initial project payments reserve production time and authorize Webernator to begin work. They are nonrefundable once scheduling, discovery, planning, setup, purchasing, or production work begins, except where required by law or expressly agreed otherwise.

14.3 Payment Schedule

Payments are due according to the Project Agreement or invoice. If no due date is stated, payment is due upon receipt.

14.4 Milestone Payments

A milestone payment is due when the corresponding milestone is substantially reached, even if minor revisions remain.

14.5 Final Payment

Unless otherwise agreed, all outstanding project charges must be paid before launch, transfer of administrative control, release of source files, transfer of paid licenses, or delivery of Final Deliverables.

14.6 No Setoff

The Client may not withhold an undisputed payment because of a separate dispute or claim.

14.7 Application of Payments

Webernator may apply payments to the oldest outstanding balance, expenses, fees, or other amounts due.

15. Payment Plans And Recurring Billing

15.1 Availability

Payment plans are offered only when stated in a Project Agreement or separately approved by Webernator.

15.2 Payment Plan Is Not Pay-As-You-Go Work

Unless expressly stated otherwise, a payment plan divides the total project price into installments. It does not convert the project into a month-to-month service or allow the Client to cancel the unpaid balance after work has been performed or committed.

15.3 Authorization

By enrolling in automatic payments, the Client authorizes Webernator and its payment processor to charge the approved payment method for scheduled installments, recurring services, taxes, approved add-ons, and other amounts described in the applicable Project Agreement.

15.4 Updating Payment Information

The Client must maintain a valid payment method and promptly update expired or replaced payment information.

15.5 Installment Schedule

The amount, frequency, and duration of installments will be shown in the Project Agreement, checkout page, subscription confirmation, or invoice schedule.

15.6 Early Payment

The Client may pay the remaining balance early unless the Project Agreement states otherwise.

15.7 Recurring Services

Hosting, maintenance, care plans, subscriptions, retainers, and similar ongoing Services may renew automatically at the billing frequency disclosed when purchased.

15.8 Cancellation of Recurring Services

Cancellation stops future renewal charges after any required notice period. It does not erase charges already incurred, unpaid project balances, noncancelable third-party commitments, or work already completed.

15.9 Processor Terms

Payment processing is also subject to the processor’s terms and privacy practices. Webernator does not control processor outages, verification requirements, holds, or card-issuer decisions.

16. Taxes, Expenses, And Third-Party Costs

16.1 Taxes

Fees exclude sales, use, excise, value-added, or similar taxes unless expressly stated. The Client is responsible for applicable taxes, excluding taxes on Webernator’s net income.

16.2 Expenses

The Client will reimburse preapproved out-of-pocket expenses, including travel, stock assets, specialty software, shipping, printing, paid fonts, premium plugins, domain fees, hosting, and outside services.

16.3 Third-Party Price Changes

Third-party pricing may change without notice. Webernator may pass through increases for future renewal periods or unpurchased items.

16.4 Nonrefundable Purchases

The Client is responsible for approved third-party purchases that cannot be refunded, even if the project is later canceled.

17. Late Payments, Failed Payments, And Suspension

17.1 Late Amounts

An amount is late if not received by its due date.

17.2 Reminder and Grace

Webernator may provide a courtesy reminder or grace period but is not required to do so unless stated in the Project Agreement.

17.3 Late Fee

To the extent permitted by law, Webernator may charge the lesser of one and one-half percent (1.5%) per month or the maximum lawful rate on past-due business balances, plus reasonable collection costs. Webernator may waive a late fee at our discretion.

17.4 Failed Payment

If a payment fails, the Client must promptly provide another payment method and pay any processor or bank fee lawfully passed through to Webernator.

17.5 Suspension

Webernator may pause work, withhold launch or transfer, disable premium services we fund, suspend maintenance, or suspend hosting after reasonable notice if an undisputed amount remains overdue.

17.6 No Responsibility During Suspension

Webernator is not responsible for delays, downtime, lost opportunities, ranking changes, security issues, or other consequences arising from a lawful payment-related suspension.

17.7 Collections

The Client is responsible for reasonable costs of collecting overdue undisputed balances, including collection-agency fees, court costs, and reasonable attorney fees to the extent permitted by law.

18. Chargebacks And Payment Disputes

18.1 Contact First

Before filing a chargeback or payment dispute, the Client agrees to contact Webernator and allow a reasonable opportunity to address the issue.

18.2 Unauthorized Charge Claims

The Client may not falsely claim that an authorized charge was unauthorized.

18.3 Effect of Chargeback

A chargeback does not cancel the underlying payment obligation if the charge was valid. Webernator may suspend Services while a dispute is pending.

18.4 Evidence

The Client authorizes Webernator to provide relevant Project Agreements, communications, approvals, access logs, work records, invoices, and delivery evidence to payment processors and financial institutions when responding to a dispute.

18.5 Costs

If a chargeback is resolved in Webernator’s favor, the Client remains responsible for the original balance and any reasonable chargeback fee or collection cost permitted by law.

19. Cancellations, Termination, And Refunds

19.1 Client Cancellation

The Client may request cancellation in writing. Cancellation is effective when received and acknowledged by Webernator.

19.2 Amounts Due on Cancellation

Upon cancellation, the Client must pay for:

• Services performed through the cancellation date;
• reserved or committed production time where stated in the Project Agreement;
• approved expenses and nonrefundable third-party purchases;
• completed milestones;
• work in progress calculated reasonably by percentage complete or time spent; and
• any cancellation fee expressly stated in the Project Agreement.

19.3 Deposits

Deposits are applied to amounts earned and costs incurred. Any unearned refundable balance will be handled according to the Project Agreement and applicable law.

19.4 Webernator Termination

Webernator may terminate or suspend a project for nonpayment, prolonged delay, abusive conduct, unlawful requests, material breach, security risk, repeated scope violations, or breakdown of the working relationship that makes performance impracticable.

19.5 Opportunity to Cure

When reasonably appropriate, Webernator will provide notice and an opportunity to cure a material breach before termination.

19.6 Delivery After Termination

After payment of all amounts due, Webernator may provide completed or partially completed work in its current form. Webernator is not required to complete, revise, launch, or support canceled work.

19.7 Refunds

Except where required by law or expressly stated in a Project Agreement, payments for completed work, consumed time, reserved time, delivered digital services, and nonrefundable third-party purchases are not refundable.

20. Revisions

20.1 Included Revisions

Only the number and type of revision rounds stated in the Project Agreement are included.

20.2 Revision Round

A revision round means one reasonably organized set of feedback delivered at one time. Piecemeal feedback may be consolidated or treated as additional work.

20.3 New Direction

A redesign, new concept, changed strategy, changed content architecture, new feature, or reversal of a previously approved decision is not necessarily a revision and may require additional fees.

20.4 Timely Feedback

Revision requests must be submitted within the review period stated in the Project Agreement. If none is stated, the Client should respond within seven (7) calendar days.

20.5 Final Proofreading

The Client is responsible for final proofreading and verification before launch.

21. Testing, Review, And Acceptance

21.1 Testing

Webernator will perform reasonable testing appropriate to the scope.

21.2 Client Review

The Client must review the work in the intended environment and report reproducible errors with enough detail for investigation.

21.3 Correction Period

Unless otherwise stated, the Client has fourteen (14) calendar days after delivery or launch to report a material failure to match the written scope that existed at delivery.

21.4 Bug Versus Change

A “bug” is a reproducible material failure of included functionality to operate substantially as agreed. A preference change, new browser issue, third-party update, new requirement, content edit, or problem caused by Client or third-party modification is not automatically a bug.

21.5 Acceptance

Deliverables are deemed accepted when the earliest of the following occurs:

• the Client approves them;
• the Client launches, publishes, distributes, sells, or uses them in business;
• the Client pays the final invoice without written reservation; or
• the review period expires without a specific written notice of material nonconformity.

22. Launch And Delivery

22.1 Launch Conditions

Launch may depend on final payment, written approval, completed content, legal pages, domain access, hosting access, and other required items.

22.2 Client-Requested Early Launch

If the Client requests launch before all recommended testing, content, security, accessibility, or legal review is complete, the Client accepts the associated risk.

22.3 Credentials

Administrative credentials may be transferred after final payment, subject to third-party account rules and any ongoing managed-services arrangement.

22.4 Training

Training is included only if stated in the Project Agreement. Additional training is billable.

22.5 Post-Launch Changes

Changes requested after acceptance or launch are additional work unless included in a maintenance plan or warranty correction.

23. Ownership Of Final Deliverables

23.1 Client Ownership After Full Payment

Upon full payment of all amounts due for the project, Webernator assigns to the Client Webernator’s transferable rights in the Final Deliverables created specifically and exclusively for the Client, excluding Webernator Materials and Third-Party Materials.

23.2 No Transfer Before Payment

Until full payment, Deliverables remain Webernator’s property or are licensed only for review and evaluation.

23.3 Client Content

The Client retains ownership of Client Content.

23.4 Third-Party Materials

Ownership of third-party materials does not transfer. Their use remains governed by applicable licenses.

23.5 Editable and Source Files

Editable design files, development environments, raw files, prompts, internal notes, working files, and source files are included only if the Project Agreement expressly says so.

23.6 Continuing Rights

Nothing prevents Webernator from using general skills, ideas, experience, processes, techniques, and nonconfidential know-how developed or improved during a project.

24. Webernator Materials And Reusable Tools

24.1 Retained Ownership

Webernator retains all rights in Webernator Materials.

24.2 Embedded Materials License

To the extent Webernator Materials are embedded in a paid Final Deliverable and required for its normal use, Webernator grants the Client a perpetual, nonexclusive, nontransferable license to use those embedded materials as part of the Final Deliverable for the Client’s business.

24.3 Restrictions

The Client may not extract, resell, sublicense, publish as a template, or commercially redistribute Webernator Materials separately unless expressly authorized.

25. Third-Party Software, Themes, Plugins, And Licenses

25.1 Third-Party Terms

Third-party products are governed by their providers’ terms, licenses, privacy policies, pricing, and availability.

25.2 Premium Licenses

A premium theme, plugin, font, stock asset, API, or service may require recurring renewal fees.

25.3 Agency Licenses

Webernator may use an agency, developer, reseller, or multi-site license while providing active paid services. Unless expressly stated, the Client does not acquire ownership of Webernator’s master license or the right to use it after the related service ends.

25.4 End of Service

When maintenance, hosting, or another managed service ends, the Client may need to purchase replacement licenses to continue receiving updates, support, security patches, or premium features.

25.5 Provider Changes

Webernator is not responsible for a provider discontinuing, changing, restricting, repricing, or disabling a product or license.

25.6 Substitution

Webernator may recommend or implement a reasonably comparable replacement if a third-party product becomes unsuitable. Significant replacement work may be billed separately.

25.7 Client-Purchased Licenses

The Client is responsible for renewals and compliance for licenses purchased in the Client’s name.

26. Open-Source Software

Websites and Deliverables may incorporate open-source software, including WordPress and software distributed under the GNU General Public License or other open-source licenses. Open-source components remain governed by their applicable licenses. Nothing in this Agreement restricts rights granted directly to the Client by an open-source license.

27. Domains, Dns, Email, And Accounts

27.1 Client Ownership Preferred

Whenever practical, domains, hosting accounts, payment accounts, analytics properties, advertising accounts, and other major business accounts should be registered in the Client’s legal name and under an email address controlled by the Client.

27.2 Domain Availability

Webernator cannot guarantee that a requested domain will remain available until registration is completed.

27.3 Renewal Responsibility

Unless expressly included in an active managed service, the Client is responsible for renewing domains, hosting, email, certificates, and third-party subscriptions.

27.4 Expiration Risk

Webernator is not responsible for interruption, loss, redemption fees, or third-party acquisition caused by the Client’s failure to renew or maintain accurate account and payment information.

27.5 DNS Changes

DNS changes can cause temporary propagation delays or service interruption. The Client accepts normal technical risks associated with DNS, domain transfer, email migration, and hosting changes.

27.6 Email Deliverability

Email setup does not guarantee delivery to every recipient. Deliverability depends on reputation, DNS, content, recipient systems, provider policies, and other factors outside Webernator’s control.

27.7 Credential Security

The Client must protect credentials, use strong unique passwords, enable multi-factor authentication where available, and promptly revoke access for former personnel.

28. Hosting Services

28.1 Scope

Hosting is included only if stated in a Project Agreement or hosting plan.

28.2 Third-Party Infrastructure

Hosting may rely on third-party infrastructure. Webernator does not own or control all underlying networks, data centers, software, or utilities.

28.3 Uptime

Unless a separate service-level agreement states otherwise, hosting is provided on a commercially reasonable basis without a guaranteed uptime percentage.

28.4 Resource Use

The Client may not use hosting for unlawful activity, malware, spam, abusive traffic, prohibited content, resource-intensive activity that harms other users, or conduct violating provider terms.

28.5 Suspension

Hosting may be suspended for nonpayment, security threats, abuse reports, legal demands, provider action, or material violation of applicable terms.

28.6 Backups

Backup practices, frequency, retention, and restoration are defined by the applicable plan. No backup system is infallible. The Client should maintain independent copies of critical content and records.

28.7 Migration

Migration away from Webernator-managed hosting may require payment of outstanding balances and a migration fee if substantial assistance is requested.

28.8 Cancellation and Data Retention

After hosting cancellation or termination, Webernator may delete hosted data after thirty (30) days or sooner if required by the provider, security concerns, or law. The Client must request and secure any desired export before deletion.

29. Maintenance And Care Plans

29.1 Included Tasks

Only tasks listed in the applicable plan are included.

29.2 Updates

Maintenance may include reasonable updates to core software, themes, and plugins. Updates can occasionally cause incompatibility or downtime. Webernator may defer an update when immediate installation appears risky.

29.3 Content Edits

“Small edits” or included support time means minor changes that fit within the plan’s stated time allowance. Unused time expires unless the plan expressly permits rollover.

29.4 Excluded Work

Redesigns, new pages, new features, major content entry, malware remediation, third-party repair, accessibility remediation, custom development, and emergency work are excluded unless stated otherwise.

29.5 Response Time

Response times are targets, not guarantees, unless a service-level agreement expressly provides otherwise.

29.6 Emergency Work

Emergency, after-hours, weekend, holiday, or rush work may be billed at a higher rate.

29.7 Client Changes

Webernator is not responsible for problems caused by Client or third-party changes outside our control.

29.8 Ending a Plan

When a plan ends, updates, monitoring, backups, premium licensing, and support included through Webernator may end as well.

30. Security, Backups, And Incident Response

30.1 No Perfect Security

No website, network, account, backup, or security measure is completely secure.

30.2 Reasonable Measures

When security work is included, Webernator will use commercially reasonable measures appropriate to the scope and budget.

30.3 Client Duties

The Client is responsible for secure staff practices, access control, legal retention requirements, privacy compliance, incident reporting, and maintaining independent copies of critical data.

30.4 Existing Compromise

Unless specifically included, a project does not include forensic investigation, malware removal, breach notification, identity restoration, legal response, or recovery from an existing compromise.

30.5 Security Incident

If Webernator discovers a suspected security incident affecting managed systems, we will take reasonable steps within the scope of the applicable service and notify the Client when appropriate.

30.6 Costs

Incident response, restoration, investigation, and remediation may be billed separately unless caused solely by Webernator’s proven failure to perform an expressly agreed security obligation.

31. Search Engine Optimization And Marketing

31.1 No Ranking Guarantee

Search engines, advertising platforms, and social networks control their own systems. Webernator does not guarantee rankings, indexing, traffic, leads, conversions, sales, account approval, ad performance, or continued platform access.

31.2 Changing Algorithms

Results may change because of competition, algorithms, platform policy, site history, content quality, market conditions, Client actions, or third-party activity.

31.3 Client Approval

The Client is responsible for approving keywords, claims, offers, budgets, targeting, landing pages, and advertising content.

31.4 Ad Spend

Advertising spend and platform charges are separate from Webernator’s fees unless expressly included.

31.5 Ethical Practices

Webernator may refuse deceptive, manipulative, infringing, or high-risk marketing practices.

32. Accessibility Services

32.1 Improvement, Not Legal Certification

Accessibility Services are intended to improve usability and alignment with identified standards or best practices. They do not constitute legal advice, legal certification, or a guarantee that a website complies with every law, regulation, policy, or interpretation.

32.2 Ongoing Nature

Accessibility is ongoing. New content, plugin changes, platform updates, third-party embeds, user-generated content, and Client edits may create new issues after review or remediation.

32.3 Third-Party Limitations

Webernator cannot guarantee the accessibility of third-party software, widgets, documents, embedded content, payment systems, booking tools, or platforms outside our control.

32.4 Client Responsibilities

The Client remains responsible for accessibility policies, staff training, content practices, procurement decisions, alternative access methods, complaint handling, and legal consultation.

32.5 No Lawsuit Guarantee

No accessibility service can guarantee that the Client will never receive a complaint, demand, investigation, or lawsuit.

33. Artificial Intelligence And Automated Tools

33.1 Permitted Use

Webernator may use artificial intelligence, automation, code-assistance tools, design tools, spellcheckers, analytics, and similar technology to assist with research, drafting, coding, testing, organization, or production.

33.2 Human Review

Webernator will use reasonable human review appropriate to the scope. However, automated outputs may contain errors and require Client review.

33.3 Sensitive Information

The Client should not provide highly sensitive personal, medical, financial, authentication, trade-secret, or regulated information unless necessary and specifically agreed.

33.4 Client Approval

The Client is responsible for final approval of AI-assisted text, images, code, claims, and other outputs.

33.5 Rights and Availability

Intellectual-property treatment of AI-assisted material may vary by jurisdiction and platform. Webernator does not warrant exclusive ownership or registrability of AI-generated elements unless expressly stated.

34. Confidentiality

34.1 Confidential Information

“Confidential Information” means nonpublic information disclosed by one party that a reasonable person would understand to be confidential, including credentials, business plans, customer information, pricing strategy, unpublished content, technical information, and trade secrets.

34.2 Protection

Each party will use reasonable care to protect the other party’s Confidential Information and use it only for the relationship.

34.3 Exclusions

Confidential Information does not include information that:

• becomes public without breach;
• was lawfully known without confidentiality duty;
• is received lawfully from another source;
• is independently developed without use of the confidential information; or
• is approved for release.

34.4 Required Disclosure

A party may disclose Confidential Information when legally required, and when lawful will provide reasonable notice so the other party may seek protection.

34.5 Credentials

Webernator may store or transmit credentials using reasonable business tools. The Client should change temporary or shared credentials when access is no longer needed.

35. Privacy And Personal Information

35.1 Webernator Privacy Policy

Personal information collected through Webernator’s own website is handled according to Webernator’s Privacy Policy.

35.2 Client Data Controller Responsibilities

For personal information collected through the Client’s website or systems, the Client determines the lawful purpose and instructions and remains responsible for notices, consent, retention, user requests, and legal compliance unless a separate written agreement states otherwise.

35.3 Data Minimization

The Client should provide only information reasonably needed for the Services.

35.4 Regulated Data

Services involving protected health information, payment-card storage, children’s data, financial records, education records, or other specially regulated data require prior written agreement. Webernator does not agree to regulated-data obligations merely because the Client uploads such information without notice.

36. Portfolio And Attribution Rights

36.1 Portfolio Use

Unless the Client opts out in writing before launch or a Project Agreement states otherwise, Webernator may display the Client’s name, logo, public website screenshots, public project description, and nonconfidential results in Webernator’s portfolio, proposals, social media, awards submissions, and marketing.

36.2 Confidential Launches

Webernator will reasonably honor an agreed launch embargo or confidentiality restriction.

36.3 Attribution Link

A small “Website by Webernator” credit may be included only if stated in the Project Agreement or approved by the Client. The Client may request removal unless the Project Agreement ties the credit to discounted pricing or another consideration.

37. Client Vendors And Third Parties

37.1 Cooperation

Webernator may cooperate with the Client’s other vendors but is not responsible for their acts, omissions, delays, pricing, or work quality.

37.2 Access

The Client is responsible for ensuring third-party vendors have appropriate authorization and for resolving conflicting instructions.

37.3 Rework

Repairing or redoing work affected by another vendor may be billed separately.

38. Non-Solicitation Of Personnel

During an active project and for twelve (12) months afterward, neither party will knowingly solicit for direct employment a person specifically assigned by the other party to the project, unless the other party gives written consent. General public job postings and pre-existing relationships are excluded. This section applies only to the extent permitted by applicable law.

39. Independent Contractor Relationship

Webernator is an independent contractor, not the Client’s employee, partner, joint venturer, fiduciary, franchisee, agent, or legal representative. Neither party may bind the other except as expressly authorized in writing.

40. Warranties And Disclaimers

40.1 Service Warranty

Webernator warrants that Services will be performed in a professional and workmanlike manner consistent with the agreed scope.

40.2 Correction Remedy

If the Client timely reports a proven material breach of the service warranty, Webernator’s first obligation is to use reasonable efforts to correct the affected work.

40.3 No Other Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR EXPRESS WARRANTIES IN THIS AGREEMENT OR A PROJECT AGREEMENT, SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WEBERNATOR DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

40.4 No Business Outcome Warranty

Webernator does not guarantee revenue, profit, leads, traffic, conversions, rankings, legal compliance, uninterrupted operation, security against every attack, compatibility with every system, or any particular business result.

40.5 Client and Third-Party Changes

Warranty obligations do not apply to issues caused by Client changes, third-party changes, misuse, unsupported environments, expired licenses, malware, hosting failure, or failure to follow instructions.

41. Limitation Of Liability

41.1 Excluded Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOST BUSINESS, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE.

41.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WEBERNATOR’S TOTAL AGGREGATE LIABILITY ARISING OUT OF A PROJECT WILL NOT EXCEED THE FEES ACTUALLY PAID TO WEBERNATOR FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

For a fixed-price project completed in less than six months, the cap will not exceed the amount actually paid for that project.

41.3 Essential Allocation

The parties agree that the pricing reflects this allocation of risk and that these limitations are an essential basis of the agreement.

41.4 Exceptions

Nothing in this Agreement limits liability that cannot lawfully be limited, including liability for fraud, willful misconduct, or other liability that applicable law prohibits from being limited.

42. Indemnification

42.1 Client Indemnity

To the extent permitted by law, the Client will defend, indemnify, and hold harmless Webernator and its owners, personnel, and contractors from third-party claims, damages, liabilities, costs, and reasonable attorney fees arising from:

• Client Content;
• the Client’s products, services, business practices, or legal violations;
• claims or instructions supplied by the Client;
• the Client’s misuse or unauthorized modification of Deliverables;
• the Client’s breach of this Agreement; or
• a claim that materials supplied by the Client infringe or violate rights.

42.2 Webernator Indemnity

To the extent permitted by law, Webernator will defend and indemnify the Client from a third-party claim that a Final Deliverable created exclusively by Webernator and used as authorized directly infringes a United States copyright, excluding claims arising from Client Content, third-party materials, open-source software, Client modifications, combinations not supplied by Webernator, or continued use after notice of a claim.

42.3 Procedure

The indemnified party must provide prompt notice, reasonable cooperation, and control of the defense to the indemnifying party, subject to the indemnified party’s right to participate with separate counsel at its own expense. No settlement may impose an admission, payment, or continuing obligation on the indemnified party without consent.

43. Force Majeure

Neither party is liable for delay or failure caused by events beyond reasonable control, including severe weather, fire, flood, epidemic, war, terrorism, civil unrest, labor disruption, utility failure, internet outage, cyberattack, government action, platform outage, supplier failure, illness, or family emergency.

The affected party will make reasonable efforts to notify the other and resume performance. Payment remains due for Services already performed and committed nonrefundable costs.

44. Dispute Resolution

44.1 Good-Faith Discussion

Before filing a lawsuit, the parties will first attempt in good faith to resolve the dispute through direct written discussion.

44.2 Mediation

If the dispute is not resolved within thirty (30) days after written notice, either party may request nonbinding mediation in Ohio before litigation. Mediation is not mandatory if urgent injunctive relief is reasonably necessary or a limitations period is about to expire.

44.3 Small Claims

Either party may bring an eligible claim in small claims court without first mediating.

44.4 Injunctive Relief

Either party may seek injunctive or equitable relief to protect intellectual property, confidential information, account access, security, or misuse of systems.

44.5 Attorney Fees

Each party generally bears its own attorney fees unless a statute, court rule, Project Agreement, collection provision, or other enforceable term provides otherwise.

45. Governing Law And Venue

This Agreement is governed by the laws of the State of Ohio, without regard to conflict-of-law principles.

Unless the parties agree otherwise or applicable law requires another location, any court proceeding will be brought in a state or federal court with jurisdiction over the county in Ohio where Webernator’s principal place of business is located.

46. Electronic Signatures And Records

46.1 Electronic Transactions

The parties agree to conduct transactions electronically.

46.2 Legal Effect

Electronic signatures, typed names, clicks, checkbox acceptance, proposal approvals, payment records, and electronic copies may be used as evidence of agreement and are intended to have the same effect as handwritten signatures to the extent permitted by law.

46.3 Copies

A PDF, scanned copy, electronic record, or system-generated copy of an accepted agreement may be treated as an original.

46.4 Record Retention

Each party may retain electronic records of agreements, approvals, invoices, communications, and transactions.

47. Notices

47.1 Routine Notices

Routine project notices may be sent through the parties’ normal communication channels.

47.2 Formal Notices

Formal notices of breach, termination, indemnity claims, or legal disputes must be sent by email to the most recent designated email address and, when reasonably practical, by another method providing delivery confirmation.

47.3 Updated Contact Information

Each party must keep its contact information current. A notice sent to the last address provided is effective even if the recipient failed to update its information.

48. Assignment

The Client may not assign this Agreement or a Project Agreement without Webernator’s prior written consent, except as part of a bona fide sale of substantially all of the Client’s business or assets, provided the successor assumes the obligations in writing.

Webernator may assign this Agreement in connection with a reorganization, sale of business, merger, or transfer of substantially all related assets, or may subcontract performance while remaining responsible for the agreed Services.

49. Changes To This Agreement

49.1 Published Updates

Webernator may update this public master Agreement from time to time.

49.2 Prospective Application

Material updates generally apply to new Project Agreements, renewals, and new Services accepted after the update date.

49.3 Existing Projects

An update will not materially change an existing fixed project unless the Client agrees or the change is required by law, necessary for security, or relates to a newly requested Service.

49.4 Version Records

The effective date and version should be identified at the top of the Agreement. The Client should retain the version referenced by the applicable Project Agreement.

50. General Provisions

50.1 Entire Agreement

This Agreement together with the applicable Project Agreement and incorporated addenda constitutes the entire agreement regarding the covered Services and replaces prior discussions about the same subject.

50.2 Amendment

A project-specific amendment must be in writing and accepted by authorized representatives of both parties.

50.3 Waiver

Failure to enforce a provision is not a waiver of future enforcement.

50.4 Severability

If a provision is held unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions will continue in effect.

50.5 Headings

Headings are for convenience and do not limit interpretation.

50.6 Interpretation

“Including” means “including without limitation.” Singular includes plural when context requires. This Agreement will not be interpreted against one party merely because that party drafted it.

50.7 Survival

Payment obligations and provisions concerning ownership, licenses, confidentiality, disclaimers, liability, indemnification, disputes, and any terms that by their nature should survive will continue after completion or termination.

50.8 No Third-Party Beneficiaries

Except for persons expressly protected by indemnification or limitation provisions, this Agreement creates no rights for third parties.

50.9 Counterparts

Agreements may be accepted in counterparts, each treated as an original and together forming one instrument.

51. Contact Information

Webernator
Website: https://webernator.com
Email: [email protected]

For formal project notices, Clients should use the email address shown on their proposal, invoice, or most recent Webernator communication.