Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client", "you", or "your") and Web Pier, a division of Frog Byte LLC ("Web Pier", "we", "us", or "our"), governing your access to and use of our services, including but not limited to web design, web hosting, search engine optimization (SEO), and related digital services (collectively, the "Services").

PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING OUR WEBSITE, ENGAGING OUR SERVICES, SIGNING A SERVICE AGREEMENT, OR USING ANY PART OF OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND UNCONDITIONALLY AGREE TO BE BOUND BY THESE TERMS, INCLUDING ALL DISCLAIMERS AND LIMITATIONS OF LIABILITY. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT USE OUR SERVICES.

We reserve the right to modify these Terms at any time without prior notice. Any changes will be effective immediately upon posting the updated Terms on our website. Your continued use of our Services following any changes constitutes your binding acceptance of such changes. It is your responsibility to review these Terms regularly.

IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS. IF YOU DO NOT HAVE SUCH AUTHORITY, YOU MUST NOT ACCEPT THESE TERMS OR USE OUR SERVICES ON BEHALF OF SUCH ENTITY.

2.1 Contract Formation

All services provided by Web Pier require a written service agreement or contract. No verbal agreements, understandings, or representations shall be binding. The contract becomes binding only upon:

• Receipt of signed agreement from the Client
• Payment of the required non-refundable deposit (50% of project cost unless otherwise specified)
• Written confirmation from Web Pier
• Completion of any additional requirements specified in the service agreement

Any modifications to the scope, timeline, or deliverables must be agreed upon in writing and may result in additional costs and timeline adjustments.

2.2 Project Requirements

Clients must provide, and are solely responsible for:

• Clear, complete, and accurate project specifications and requirements
• All necessary content, images, logos, brand assets, and materials in the specified format and timeline
• Timely feedback, approvals, and responses to inquiries (within 5 business days unless otherwise specified)
• Required access credentials, permissions, and licenses for third-party services or content
• Ensuring all provided materials comply with applicable laws and regulations
• Final review and testing of deliverables within the specified timeline

Failure to provide any of the above may result in project delays, additional costs, or termination of the agreement without refund.

2.3 Project Timeline

Project timelines are estimates only and are not guaranteed. Timelines may be affected by various factors, including but not limited to:

• Client delays in providing materials, feedback, or approvals
• Changes to project scope, requirements, or deliverables
• Technical complications, server issues, or third-party service delays
• Force majeure events (including but not limited to natural disasters, pandemics, civil unrest, or other circumstances beyond our control)
• Holidays, scheduled maintenance, or staff availability
• Integration issues with third-party services or APIs

Web Pier shall not be liable for any delays, losses, or damages resulting from timeline adjustments, regardless of cause.

3.1 Fees and Payments

By engaging our Services, you agree to the following payment terms:

• 50% non-refundable deposit required to commence work on any project
• Remaining balance due upon project completion and prior to launch or file delivery
• Recurring services (hosting, maintenance, SEO) billed according to service agreement
• Late payments subject to 1.5% monthly interest charge (18% APR)
• Accounts 30 days past due will result in service suspension
• Accounts 60 days past due will be terminated and sent to collections
• Client responsible for all collection costs, including legal fees

3.2 Additional Costs

Client shall be responsible for all additional costs, including but not limited to:

• Third-party costs (domains, SSL certificates, hosting, licenses, plugins, themes, stock media)
• Additional features, revisions, or changes beyond agreed scope
• Rush fees for expedited work (50% surcharge for 48-hour turnaround)
• Technical support beyond included service hours ($150/hour, 1-hour minimum)
• Emergency after-hours support ($250/hour, 2-hour minimum)
• Content creation, copywriting, or media editing ($100/hour)
• Training sessions beyond initial setup ($125/hour)

All fees are non-negotiable and non-refundable. Additional costs must be paid in full before work commences.

4.1 Web Design Services

Web design services are subject to the following terms and limitations:

• Two (2) rounds of major design revisions included; additional revisions billed at $150/hour
• Design approval must be provided within 5 business days
• Content and material submission deadlines are firm; late submissions may delay project
• Websites designed for current versions of major browsers only (Chrome, Firefox, Safari, Edge)
• Mobile responsiveness limited to standard device sizes and orientations
• No guarantee of exact visual reproduction across all devices and browsers
• Additional features or functionality beyond initial scope subject to additional fees

4.2 Web Hosting Services

Web hosting services are provided with the following understanding and limitations:

• All services provided "as is" and "as available" without any guarantees
• No warranty of continuous or uninterrupted service
• Scheduled maintenance performed without prior notice
• Emergency maintenance performed as needed without notice
• No guarantee of uptime beyond stated service level agreements
• Backups provided as courtesy only; no guarantee of backup availability or integrity
• Client responsible for maintaining own backup copies of all content
• Storage and bandwidth limits strictly enforced; overages billed automatically
• No guarantee of security against all possible threats or vulnerabilities

4.3 SEO Services

SEO services are provided with the following explicit limitations and disclaimers:

• NO GUARANTEE of specific rankings, traffic, or results
• NO GUARANTEE of timeline for improvements or changes
• Results dependent on many factors outside our control, including:
  • Search engine algorithm changes
  • Competitor actions and market conditions
  • Client's industry, location, and competition level
  • Client's website content and structure
  • Client's historical SEO profile and backlink quality
• Services based on current search engine guidelines; no guarantee of future compliance
• Client responsible for implementing recommended changes
• No refunds for algorithm changes or ranking fluctuations
• Cancellation requires 30-day written notice

5.1 No Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL SERVICES, PRODUCTS, AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WEB PIER SPECIFICALLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, INCLUDING BUT NOT LIMITED TO:

• All implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement
• Any warranties regarding availability, delivery, uptime, or performance
• Any warranties regarding accuracy, reliability, or quality of results
• Any warranties regarding security, data integrity, or protection against threats
• Any warranties regarding third-party services, integrations, or compatibility

5.2 Limitation of Liability

IN NO EVENT SHALL WEB PIER BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION:

• Loss of profits, revenue, data, use, goodwill, or other intangible losses
• Business interruption or downtime costs
• Website bugs, errors, or technical issues
• Security breaches, data loss, or unauthorized access
• Third-party claims or damages
• Costs of procurement of substitute goods or services
• Personal injury or property damage
• Any matters beyond our reasonable control

THE FOREGOING LIMITATIONS APPLY REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY OR FORM OF ACTION.

IN ANY EVENT, WEB PIER'S MAXIMUM LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY CLIENT FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM IN THE 12 MONTHS PRECEDING THE INCIDENT.

5.3 No Refunds

Web Pier maintains a strict no-refund policy. No refunds will be issued for:

• Deposits or payments made for any services
• Service interruptions, downtime, or technical issues
• Project cancellations or terminations
• Change of client requirements or scope
• Dissatisfaction with deliverables that meet agreed specifications
• Unused service time or features
• Third-party costs or fees

6.1 Ownership and Rights

Intellectual property rights are governed as follows:

• Upon full payment, Clients receive ownership rights to final deliverables only, specifically:
  • Final website design as displayed in browser
  • Final logos and graphics created specifically for Client
  • Final content and copy created specifically for Client
• Web Pier retains full ownership and rights to:
  • All source files, code, and development files
  • Custom frameworks, libraries, and tools
  • Design elements and templates
  • Development methodologies and processes
• Web Pier maintains perpetual right to:
  • Display work in portfolio and marketing materials
  • Use non-confidential project details in case studies
  • Retain and reuse code components and solutions

6.2 Client Materials and Content

Regarding materials provided by Client:

• Client warrants they own or have rights to use all provided materials
• Client guarantees content does not infringe on third-party rights
• Client ensures materials comply with all applicable laws
• Client indemnifies Web Pier against any claims related to provided materials
• Web Pier may refuse to use any materials that may create legal exposure

Web Pier may terminate services immediately and without prior notice for:

• Breach of these Terms or service agreement
• Non-payment or late payment of fees
• Abusive or unethical behavior towards staff
• Violation of acceptable use policies
• Suspected fraudulent or illegal activities
• Excessive resource usage affecting other clients
• False or misleading information provided

Upon termination:

• All unpaid fees become immediately due and payable
• No refunds will be issued for any reason
• Client must cease use of all services and deliverables
• Web Pier may remove or disable access to services
• Client data may be deleted after 30 days
• Client responsible for securing alternate services
• Surviving provisions of Terms remain in effect

These Terms shall be governed by and construed in accordance with the laws of the State of Maine, without regard to its conflict of law provisions.

Any dispute arising from these Terms or our Services shall be resolved as follows:

• Exclusive jurisdiction of the courts of Maine
• Mandatory good-faith negotiation period of 30 days
• Binding arbitration if negotiation fails, conducted in Maine
• No class action proceedings permitted
• Client responsible for all legal and collection costs
• Any action must be brought within one year of incident

BY AGREEING TO THESE TERMS, YOU WAIVE ANY RIGHTS TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

You agree to indemnify, defend, and hold harmless Web Pier, its officers, directors, employees, agents, licensors, and suppliers from and against all losses, expenses, damages, and costs, including reasonable attorneys' fees, resulting from:

• Your violation of these Terms or any applicable laws
• Your use or misuse of our Services
• Your content or materials provided to us
• Claims by third parties relating to your website or business
• Unauthorized use of your account
• Any actions taken on your behalf

Web Pier reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate in asserting any available defenses.

Web Pier shall not be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including but not limited to:

• Natural disasters or extreme weather events
• Pandemics, epidemics, or public health emergencies
• Acts of government or regulatory changes
• Civil unrest, war, or terrorism
• Cyber attacks or security breaches
• Internet or telecommunications failures
• Power outages or equipment failures
• Labor disputes or shortages
• Third-party service provider failures

During such events, Web Pier's obligations shall be suspended for the duration of the force majeure event. If such event continues for more than 60 days, either party may terminate the agreement without penalty.

If any provision of these Terms is found to be unenforceable or invalid:

• Such provision shall be limited or eliminated to the minimum extent necessary
• Remaining provisions shall remain in full force and effect
• Such provision shall be interpreted to best accomplish its intended purpose

The failure of Web Pier to enforce any right or provision of these Terms will not be considered a waiver of such right or provision.

For questions about these Terms or to report violations, please contact us at: