Terms and Conditions for MarshallCooper Digital

Last Updated: 09/11/2024

These Terms and Conditions ("Terms") govern the services provided by MarshallCooper Digital ("we," "us," "our"), a division of W Squared Enterprises, LLC, to the client ("you," "your") regarding website design, management, hosting, and related services. By engaging with MarshallCooper Digital and using our website ("Site"), you agree to comply with and be bound by these Terms.

1. Services Provided

MarshallCooper Digital, a division of W Squared Enterprises, LLC, offers website design, management, hosting, and additional services as outlined in the service agreement and plan you have selected.

• The scope of services, pricing, and payment schedule are detailed in your service agreement.

• MarshallCooper Digital reserves the right to modify the scope of services upon mutual agreement and with appropriate notice to you.

2. Service Plans and Billing

MarshallCooper Digital offers month-to-month service plans with no minimum commitment. By subscribing to one of our plans, you agree to the pricing structure and payment terms outlined in your selected service plan. Payments will be processed monthly, or as otherwise agreed, through the payment provider specified by MarshallCooper Digital (e.g., Stripe).

• Your subscription will automatically renew each month unless canceled.

• You may cancel your subscription at any time. However, if you cancel, the website and associated digital assets remain the property of MarshallCooper Digital unless the buyout fee is paid (see Section 6: Intellectual Property for more details).

• Failure to remit payment on time may result in service suspension or termination.

• All service plans and pricing are subject to change with 30 days' written notice.

3. Warranties

MarshallCooper Digital provides services on an "as-is" basis and makes no warranties, expressed or implied, regarding the performance or outcomes of the services, including but not limited to:

• Fitness for a particular purpose

• Non-infringement

• Uptime or uninterrupted service

While we strive to provide excellent service, we do not guarantee that the services will be error-free, secure, or completely free from external threats (e.g., hacking, malware, security breaches).

4. Limitation of Liability

In no event shall MarshallCooper Digital, a division of W Squared Enterprises, LLC, be liable for any direct, indirect, incidental, special, consequential, or punitive damages arising out of or in connection with:

• Your use of our services

• Website downtime

• Loss of business or profits

• Any third-party conduct, hacking, or security breaches

Our total liability for any claims related to services rendered is limited to the amount you have paid for services in the preceding six months.

5. Security and Hacking Indemnification

MarshallCooper Digital employs industry-standard security measures and makes reasonable efforts to safeguard your website from hacking, unauthorized access, and other security threats. However, no website or service can guarantee 100% protection from cyber threats.

By engaging MarshallCooper Digital, you agree to the following:

• You fully indemnify and hold harmless MarshallCooper Digital, its owners, employees, and contractors from any and all claims, liabilities, damages, or losses resulting from security breaches, hacking, or other malicious acts beyond our reasonable control.

• We will make reasonable efforts to mitigate any threats, assist in restoring service, and prevent further incidents, but you acknowledge that these risks exist.

6. Intellectual Property

All intellectual property created by MarshallCooper Digital during the course of services, including but not limited to designs, code, and content, remains the property of MarshallCooper Digital for the duration of your active subscription.

Website Ownership and Buyout Terms

Ownership of Website Design and Intellectual Property:
MarshallCooper Digital retains full ownership of the website design, content, and associated intellectual property created under any of our service plans. By entering into a service agreement with us, you are leasing the website and associated services on a month-to-month basis for the duration of your active subscription.

Termination of Service and Buyout Option:
If you choose to cancel your subscription with MarshallCooper Digital, the website and any associated digital assets will remain the property of MarshallCooper Digital. Should you wish to retain the website after cancellation, a buyout fee of $1,000 must be paid to MarshallCooper Digital. Upon receipt of this payment, ownership of the website design and IP will be transferred to you. If the buyout fee is not paid, MarshallCooper Digital reserves the right to retain the website and all associated assets.

No Transfer of Ownership Without Buyout:
During your subscription period, you are granted a license to use the website as part of your service agreement. Ownership rights are not transferred unless the buyout fee is paid following the termination of your subscription.

Updates and Modifications:
While MarshallCooper Digital retains ownership of the website, we will manage updates, modifications, and improvements as part of your service agreement. These updates remain part of the leased package unless ownership is transferred after a buyout.

7. Client Responsibilities

You agree to provide MarshallCooper Digital with timely and accurate information required to perform services, including access to relevant systems and platforms.

• You are responsible for maintaining backups of your website content, data, and any other digital assets unless such backup services are explicitly included in your service agreement.

8. Termination

MarshallCooper Digital reserves the right to terminate services at any time for breach of these Terms or failure to remit payment. Upon termination, you will receive any work completed up to the date of termination, but the website and associated assets remain the property of MarshallCooper Digital unless the buyout fee is paid.

• You may cancel your subscription at any time, as all plans are month-to-month with no lock-in period.

• Upon cancellation, services will cease at the end of the current billing cycle. The website and associated assets will remain the property of MarshallCooper Digital unless the buyout fee is paid (see Section 6: Intellectual Property section for details).

• Early termination does not entitle you to any refunds for the remainder of the current billing period.

9. Indemnification

You agree to indemnify, defend, and hold harmless MarshallCooper Digital, its affiliates, employees, and contractors from and against any claims, losses, damages, liabilities, including legal fees, arising from your use of our services, breach of these Terms, or violation of any applicable laws.

10. Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law provisions. Any legal proceedings arising from or related to these Terms must be brought in the courts of Texas.

11. Modifications to Terms

MarshallCooper Digital reserves the right to modify these Terms at any time, with any changes being effective 30 days after posting the updated Terms on our website. You are responsible for reviewing these Terms periodically.

12. Website Use

By accessing and using the MarshallCooper Digital website ("Site"), you agree to the following terms. If you do not agree, please discontinue use of the Site.

1. Content and Intellectual Property

All content provided on this Site, including but not limited to text, images, logos, designs, and other materials, is the intellectual property of MarshallCooper Digital unless otherwise stated. You may not copy, distribute, modify, or create derivative works from any part of this Site without prior written consent.

2. User Conduct

You agree to use the Site for lawful purposes only. You may not use the Site in a way that violates any laws or causes damage to the Site, its content, or its functionality.

3. Third-Party Links

The Site may contain links to third-party websites. MarshallCooper Digital is not responsible for the content or practices of any linked sites, and the inclusion of these links does not imply endorsement of the linked site.

4. Disclaimer of Warranties

The Site is provided on an "as-is" basis. MarshallCooper Digital makes no representations or warranties of any kind regarding the accuracy or availability of the Site.

5. Limitation of Liability

MarshallCooper Digital is not liable for any direct, indirect, incidental, or consequential damages arising from your use of the Site.

13. Acceptance of Service Agreements

By proceeding with the checkout process and subscribing to any of MarshallCooper Digital’s service plans (Basic, Standard, Premium, Social Media Management, Sales Audit, and/or Paid Ads), you agree to the terms of the respective Service Agreement associated with your selected tier:

• Link to Tier 1: Basic Plan Service Agreement

• Link to Tier 2: Standard Plan Service Agreement

• Link to Tier 3: Premium Plan Service Agreement

These service agreements outline the specific services provided, the fees associated with each plan, and your rights and obligations. By completing the checkout process, you acknowledge that you have read, understood, and agree to be bound by the terms of the respective service agreement for your selected plan.

If you do not agree to the terms of the respective service agreement, please do not proceed with the purchase.

14. Contact Information

For any questions regarding these Terms, please contact us at:

MarshallCooper Digital
A division of W Squared Enterprises, LLC
wesley [at] marshallcooper.com

By continuing to use MarshallCooper Digital’s services and website, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.