Terms & Conditions

Agreement to These Terms

These Terms and Conditions (the "Terms") are a legal agreement between you and Marketware Solutions LLC ("Marketware," "we," "us," or "our"), a business based in the State of Texas. They apply to your use of this website and to any services you buy from us.

By using this website, submitting a form, or signing a proposal with us, you agree to these Terms and to our Privacy Policy. If you do not agree, please do not use the website or our services. If you are accepting these Terms for a business, you confirm that you have the authority to bind that business, and "you" means both you and the business.

You must be at least 18 years old and able to enter into a binding contract to use our services.

Our Services and Project Agreements

We design, build, host, and manage websites, and we provide search engine optimization (SEO), search engine marketing, and Google Ads management for businesses across the United States.

The details of each project, including scope, deliverables, timeline, and price, are set out in a written proposal, statement of work, or service agreement (a "Project Agreement"). These Terms apply to every Project Agreement. If a signed Project Agreement conflicts with these Terms, the Project Agreement controls for that project.

Work that is not listed in your Project Agreement is outside the scope of the project. We are happy to quote additional work, and we will not begin it or bill for it until you approve it in writing (email counts).

Timelines in a Project Agreement are good-faith estimates. They depend on you sending content, feedback, and approvals on time. If a project stalls on your side for more than 30 days, we may pause it and schedule the remaining work around our other commitments.

Using This Website

You may use this website for lawful purposes only. When you use it, you agree not to:

• Break any law or regulation, or encourage anyone else to.
• Try to gain unauthorized access to the website, our client portal, our servers, or any account that is not yours.
• Upload or send viruses, malware, or any code meant to harm or disrupt the website or other users.
• Scrape, crawl, or copy the website or its content with automated tools, except for standard search engine indexing.
• Submit false information, spam, or messages meant to harass, threaten, or deceive anyone.
• Copy, resell, or reuse our designs, text, case studies, or images without our written permission.

If you have a client portal account, keep your login details private. You are responsible for activity under your account. Tell us right away if you think someone has accessed it without permission.

We may change, suspend, or stop any part of the website at any time. Content on the website is for general information only and is not legal, financial, or tax advice.

Quotes, Payments, and Fees

Quotes are valid for 30 days unless the quote says otherwise. Prices, payment schedules, and deposits are set out in your Project Agreement. Unless your Project Agreement says otherwise:

• A deposit is due before work begins. Deposits reserve time in our schedule and are non-refundable once work has started.
• Invoices are due within 15 days of the invoice date.
• Recurring services, such as website management, hosting, SEO, and ad management, are billed in advance each month and renew automatically until cancelled as described in Ending Our Work Together.
• Late balances may accrue interest at the lesser of 1.5% per month or the highest rate allowed by law. We may pause work, or suspend hosting and management services, on any account that is more than 15 days past due, after giving you notice.
• You are responsible for any sales, use, or similar taxes that apply to our services, and for reasonable costs we incur to collect overdue amounts, including attorneys' fees where the law allows.

If you think an invoice is wrong, tell us in writing within 30 days of receiving it. We will work with you in good faith to sort it out, and you agree to pay any part of the invoice that is not in dispute on time.

Your Responsibilities

Good websites are a team effort. To keep your project on track, you agree to:

• Give us accurate information and timely feedback, content, and approvals.
• Provide access to the accounts we need, such as your domain registrar, hosting, Google Business Profile, analytics, and ad accounts.
• Only send us text, photos, logos, videos, and other materials ("Client Content") that you own or have permission to use, and that do not infringe anyone else's rights.
• Make sure the claims, offers, prices, and licenses shown on your website and in your ads are true and comply with the laws and licensing rules for your industry and location.
• Review your website before launch and before approving changes. Your approval confirms the work is ready to go live.

You remain responsible for your own legal compliance, including your website's privacy policy, terms, cookie and consent practices, and how you handle the leads and customer information your website collects. We can point you in the right direction, but we are not a law firm and do not give legal advice.

Ownership and Intellectual Property

What you own

You keep full ownership of your Client Content. You give us a limited license to use it for the purpose of delivering your services.

Once you have paid all amounts due for a project in full, you own the final deliverables we create specifically for you, including your website's custom design, the custom code we write for it, and the copy we write for you. Your domain name is registered in your name or your business's name, and it belongs to you.

What stays with us or with others

• Our tools and know-how. We keep ownership of the frameworks, templates, components, code libraries, processes, and know-how we developed before or outside your project. We give you a permanent, royalty-free, non-exclusive license to use any of them that are built into your website, for as long as you use the website.
• Third-party materials. Stock photos, fonts, plugins, open-source code, and similar materials are licensed to you under their own license terms, not owned by us or by you.
• Drafts and concepts. Design concepts, mockups, and drafts you did not choose remain ours.

Until a project is paid in full, we keep ownership of the deliverables and you may not use them publicly. Everything on this website, including our name, logo, designs, text, and case studies, belongs to us or our licensors and is protected by copyright and trademark law.

Third-Party Platforms and Ad Spend

Your website and marketing rely on services run by other companies, such as hosting providers, domain registrars, Google, form tools, and payment processors. Those companies have their own terms and policies, which apply to you, and they can change their features, prices, or rules at any time. We are not responsible for outages, policy changes, account suspensions, or other actions by third-party platforms.

Advertising budgets ("ad spend") are paid directly by you to the ad platform, or reimbursed to us if we agree to pay on your behalf. Ad spend is separate from our management fees and is not refundable by us. You are responsible for making sure your ads follow the platform's advertising policies and the law.

No Guaranteed Results

We use proven methods and our best professional judgment, and we will always tell you what we are doing and why. However, search rankings, traffic, leads, sales, and ad performance depend on many things outside our control, including search engine algorithms, competition, your market, and your business operations.

For that reason, we do not guarantee any particular ranking, traffic level, number of leads, return on ad spend, or revenue. Any examples, case studies, or statistics on this website show past results for other businesses and are not a promise of future results for yours.

Hosting and Website Management

If you sign up for hosting or website management, we will keep your site online, updated, and backed up as described in your plan, and make the content edits your plan includes. We work to keep downtime rare and short, but no website can be guaranteed to be online, secure, or error-free at all times.

If you cancel a management or hosting plan and your account is paid in full, we will help you move your website to a new host or provide your website files and content in a reasonable, commonly used format. Third-party licenses that are tied to our accounts may not transfer, and you may need to buy your own.

Confidentiality

We will keep your non-public business information, login credentials, and customer data confidential and use it only to provide our services. We will share it only with team members and contractors who need it to do the work and who are bound to protect it, or when the law requires us to.

You agree to keep our pricing, proposals, and non-public processes confidential. Neither side's confidentiality duties cover information that is already public, was already known to the receiving side, or is independently developed.

Portfolio and Testimonials

Unless you tell us otherwise in writing, we may show the work we create for you, along with your business name and logo, in our portfolio, case studies, and marketing, and we may include a small "website by Marketware" credit in your website's footer. We will never share your confidential information in doing so. You can ask us to stop at any time and we will update our materials within a reasonable time.

If you give us a review or testimonial, you allow us to publish it with your name, business name, and photo. Reviews shown on this website are from real clients and reflect their own experiences.

Disclaimer of Warranties

We will perform our services in a professional and workmanlike manner. If you report a defect in our work within 30 days after launch or delivery, we will fix it at no extra charge. That is our only warranty and your only remedy for defects in our work.

EXCEPT AS STATED ABOVE, AND TO THE FULLEST EXTENT ALLOWED BY LAW, THIS WEBSITE AND OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE WEBSITE OR YOUR WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Some states do not allow the exclusion of implied warranties, so some of these exclusions may not apply to you.

Limitation of Liability

TO THE FULLEST EXTENT ALLOWED BY LAW, MARKETWARE SOLUTIONS LLC AND ITS OWNERS, EMPLOYEES, AND CONTRACTORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST DATA, OR LOSS OF BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THIS WEBSITE OR OUR SERVICES, EVEN IF WE WERE TOLD SUCH DAMAGES WERE POSSIBLE.

OUR TOTAL LIABILITY FOR ALL CLAIMS RELATED TO OUR SERVICES WILL NOT EXCEED THE AMOUNT YOU PAID US FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE 12 MONTHS BEFORE THE CLAIM AROSE. IF YOU HAVE NOT PURCHASED SERVICES FROM US, OUR TOTAL LIABILITY RELATED TO YOUR USE OF THIS WEBSITE WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100).

These limits do not apply to liability that cannot be limited by law, such as liability for gross negligence, fraud, or willful misconduct. Some states do not allow the limitation or exclusion of incidental or consequential damages, so some of these limits may not apply to you.

Indemnification

You agree to defend, indemnify, and hold harmless Marketware Solutions LLC and its owners, employees, and contractors from any third-party claims, losses, damages, and reasonable attorneys' fees arising from: (a) your Client Content; (b) the products, services, claims, and offers of your business, including those shown on your website or in your ads; (c) your violation of these Terms or the law; or (d) your misuse of this website. This does not apply to the extent a claim is caused by our own negligence or misconduct.

Ending Our Work Together

Either of us may end a Project Agreement by giving the other written notice, as set out in that agreement. If your Project Agreement does not address it, either side may end it with 30 days' written notice, and recurring monthly services may be cancelled with 30 days' written notice before the next billing date.

If a project ends early, you agree to pay for all work completed and costs incurred up to the end date. After you pay, we will deliver the completed work in its current state. We may also end our services immediately if you materially breach these Terms, fail to pay, or ask us to do something unlawful or unethical.

Sections that by their nature should survive the end of our relationship, including payment, ownership, confidentiality, warranty disclaimers, limitation of liability, indemnification, and governing law, will survive.

Governing Law and Disputes

These Terms and any dispute related to this website or our services are governed by the laws of the State of Texas and applicable federal law of the United States, without regard to conflict-of-law rules.

If a dispute comes up, we ask that you contact us first so we can try to solve it informally. Both sides agree to negotiate in good faith for at least 30 days before starting a lawsuit. If we cannot resolve it, any lawsuit must be brought in the state or federal courts located in the Texas county where our principal office is located, and both sides consent to the jurisdiction of those courts. Either side may still bring an individual claim in small claims court if it qualifies, or ask any court for an injunction to protect intellectual property or confidential information.

State-Specific Rights

We work with businesses all over the United States. Nothing in these Terms limits any right you have under the laws of your state that cannot be waived or changed by contract, including consumer protection laws. If any part of these Terms is not allowed by the law of your state, that part applies only to the extent the law allows, and the rest of these Terms stays in effect.

• California residents. Under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by phone at (800) 952-5210.
• New Jersey residents. Nothing in these Terms is meant to limit any right you have under New Jersey law. Any provision that New Jersey law does not allow does not apply to you.
• Privacy rights. Privacy rights under state laws, such as those in California, Texas, Colorado, Virginia, and other states, are explained in our Privacy Policy.

Copyright Complaints

We respect the intellectual property rights of others. If you believe something on this website infringes your copyright, send a notice to info@marketwaresolutions.com that includes:

• A description of the copyrighted work you believe was infringed.
• The web address where the material appears.
• Your name, mailing address, phone number, and email address.
• A statement that you have a good-faith belief the use is not authorized by the copyright owner, its agent, or the law.
• A statement, under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act for the owner.
• Your physical or electronic signature.

We will review every complete notice and remove infringing material when appropriate.

Electronic Communications and Signatures

By using this website or our services, you agree to receive communications from us electronically, such as by email or through the client portal, and agree that these communications satisfy any legal requirement that they be in writing.

Proposals, Project Agreements, and approvals may be signed or accepted electronically. Electronic signatures and acceptances have the same legal effect as handwritten signatures under the federal Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Uniform Electronic Transactions Act as adopted in Texas and other states.

General Terms

• Entire agreement. These Terms, our Privacy Policy, and any Project Agreement are the entire agreement between us about their subject and replace any earlier discussions.
• Severability. If any part of these Terms is found unenforceable, it will be enforced to the fullest extent allowed and the rest will remain in effect.
• No waiver. If we do not enforce a provision right away, we have not given up our right to enforce it later.
• Assignment. You may not transfer your rights under these Terms without our written consent. We may transfer ours as part of a merger, acquisition, or sale of our business.
• Independent contractors. We are an independent contractor. Nothing in these Terms creates a partnership, joint venture, or employment relationship. We may use trusted subcontractors, and we remain responsible for their work.
• Events outside our control. Neither side is responsible for delays caused by events beyond its reasonable control, such as natural disasters, severe weather, power or internet outages, platform failures, or government action. This does not excuse payment obligations.
• Notices. We will send notices to the email address you gave us. Send notices to us at info@marketwaresolutions.com.

Changes to These Terms

We may update these Terms from time to time. When we do, we will change the effective date at the top of this page. If the changes are significant, we will let active clients know by email before they take effect. Changes do not apply retroactively, and they do not change a signed Project Agreement unless both sides agree in writing. Continuing to use the website after the changes take effect means you accept the updated Terms.

Contact Us

If you have questions about these Terms, please get in touch.