Terms of service

2.1 Acceptance

You accept these Terms by indicating your agreement at checkout and completing payment, or by using the Services, whichever occurs first. If you do not agree to these Terms, you may not purchase or use the Services.

2.2 Authority

The individual accepting these Terms represents and warrants that they are at least eighteen (18) years of age and have the authority to bind the business on whose behalf they accept, and that business is bound by these Terms.

2.3 Business use

The Services are offered solely to businesses and other organizations for commercial purposes. They are not offered for personal, family or household use.

3.1 Website design

We will design and build the Site using Client Content, principally the words, photographs and details from Client’s existing website. The Site is designed to display correctly on current mobile and desktop browsers and is designed with the goal of conforming to the Web Content Accessibility Guidelines (WCAG) 2.2, Level AA.

3.2 Hosting and maintenance

For the duration of the Subscription, we will host the Site on third-party infrastructure that we select, apply security updates and maintain backups of the Site.

3.3 Change Requests

Client may submit Change Requests by email to hello@defect.tech or through the Client Portal. Change Requests may concern text, hours, prices, photographs, announcements and descriptions of services. Small content changes are included without additional charge, subject to reasonable use as determined by us in good faith.

We aim to publish most Change Requests on the business day we receive them, but we do not guarantee any particular completion time.

3.4 Site Editor

Where available, Client may edit Client Content directly through the Site Editor. Client is solely responsible for content it publishes through the Site Editor. We may revert any edit that impairs the operation, security or accessibility of the Site or that violates Section 6.

3.5 Search and AI visibility

We will configure the Site so that search engines and AI answer services can find and describe Client’s business. We do not control those services, and we do not guarantee any ranking, placement, mention or volume of traffic.

3.6 Reporting

We will provide Client with a monthly report of the number of times visitors selected the Site’s call, booking, directions and email controls. We collect these counts without cookies, as described in our Privacy Policy.

3.7 Excluded services

The Services do not include new pages, custom features, online stores, logo or brand design, photography or video production, paid advertising, or management of Client’s Google Business Profile or other third-party listings. If Client requests an excluded service, we will inform Client that the request falls outside the Services and will not charge for it without Client’s prior written agreement.

3.8 Automated tools

We use automated systems, including artificial intelligence, to design, review and maintain websites and to answer routine correspondence. These systems operate under human oversight, and Client may ask at any time to correspond with a person.

3.9 Changes to the Services

We may modify, improve or replace any part of the Services, provided that no modification materially reduces the Services described in this Section 3 during a billing period for which Client has paid.

4.1 Fees

There is no setup fee. Client will pay the Fees stated on the checkout page through which Client purchased its Subscription, for each monthly or yearly billing period, in advance. Where the checkout page or our offer to Client identifies a price as continuing for the life of the Subscription, that price will not increase while the Subscription remains active.

4.2 Payment authorization

Payments are processed by Stripe, Inc. (“Stripe”) and are subject to Stripe’s terms. Client authorizes us, through Stripe, to charge Client’s designated payment method for all Fees when due. We do not receive or store Client’s full payment card number.

4.3 Automatic renewal

Your Subscription is a continuing service that renews automatically at the end of each billing period, monthly or yearly as you selected at checkout, for a further period of the same length until you cancel. At the start of each renewal period, we will charge your payment method the Fees for that period, which are the amount shown on your checkout page unless changed under Section 4.5. There is no minimum term. You may cancel at any time, online from the billing page in the Client Portal or by email to hello@defect.tech, and cancellation takes effect at the end of the billing period in progress, as provided in Section 13.2.

4.4 Taxes

The Fees exclude sales, use, value-added and similar taxes. Client is responsible for any such taxes applicable to its purchase, other than taxes on our net income.

4.5 Changes to Fees

Subject to Section 4.1, we may change the Fees by giving Client written notice at least thirty (30) days before the change takes effect. A change applies from the first billing period that begins after the notice period ends. Client may avoid the change by cancelling before that billing period begins.

4.6 Failed payments and suspension

If a payment fails, we will notify Client and Stripe may attempt the charge again. If the Fees remain unpaid fourteen (14) days after our notice, we may suspend the Services, including the availability of the Site, until all overdue Fees are paid. We will restore the Services promptly once payment is received. Client will reimburse our reasonable costs of collecting overdue Fees.

4.7 Refunds

Except as provided in Section 13.4 or as required by applicable law, Fees are non-refundable, and no refund or credit is given for any partial billing period.

4.8 Billing disputes

If Client believes a charge is in error, Client should notify us at hello@defect.tech. One of our founders will review the charge promptly and in good faith and will correct any error.

5.1 Ownership

As between the parties, Client retains all right, title and interest in and to Client Content.

5.2 License to Defect Technologies

Client grants us a non-exclusive, worldwide, royalty-free license to copy, store, reproduce, modify, adapt, format, publish and display Client Content solely to provide the Services, for the term of the Subscription and the period described in Section 13.5.

5.3 Previews

Before Client purchased a Subscription, we may have prepared a Preview from content that Client published on its existing website. By purchasing a Subscription, Client authorizes us to continue using that content for the Site under Section 5.2. We delete Previews that are not purchased within thirty (30) days.

5.4 Client representations

Client represents and warrants that it owns or has all rights necessary to provide Client Content and to grant the license in Section 5.2, and that Client Content, and our use of it as permitted by these Terms, is accurate, complies with applicable law and does not infringe or misappropriate the rights of any third party.

5.5 Review and approval

Client will review the Site before it is launched and after each change. Launch of the Site, or Client’s continued use of it after a change is published, constitutes Client’s approval of its content. Client is solely responsible for the accuracy of the content of the Site, including prices, hours, services and claims about Client’s business, and for its compliance with laws, regulations and professional rules that apply to Client’s business or industry.

5.6 Domain names

Client’s domain name remains registered in Client’s name and account. Client authorizes us to modify the domain’s DNS records as necessary to direct the domain to the Site. We will limit our changes to the records that serve the website, will not modify the records that route Client’s email, and will record the existing configuration before making any change.

Client remains responsible for maintaining and renewing its domain registration.

5.7 Client Portal accounts

Client is responsible for keeping its Client Portal sign-in credentials confidential and for all activity under its account. Client will notify us promptly at hello@defect.tech of any unauthorized access to its account.

7.1 Provider Materials

We and our licensors retain all right, title and interest in and to the Provider Materials. Except for the licenses expressly granted in these Terms, no right in the Provider Materials is transferred to Client.

7.2 License to the Site

We grant Client a perpetual, non-exclusive, royalty-free license to use, copy, modify and host the files of the Site that we deliver to Client, including any Provider Materials incorporated in them, solely to operate Client’s own website. Client may not sell, sublicense or distribute the Provider Materials separately from the Site.

7.3 Feedback

If Client provides suggestions or feedback about the Services, we may use them without restriction or obligation to Client.

7.4 Portfolio

We may identify Client by name as a client of Defect Technologies and display images of and links to the Site in our portfolio and marketing materials. Client may withdraw this permission at any time by email to hello@defect.tech.

10.1 Performance

We warrant that we will perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards.

10.2 Accessibility

If Client or a visitor to the Site reports that any part of the Site does not conform to WCAG 2.2, Level AA, we will use commercially reasonable efforts to correct the nonconformity promptly at no additional charge. This correction is Client’s sole and exclusive remedy, and our sole obligation, with respect to the accessibility of the Site.

10.3 Disclaimer

Except as expressly provided in this Section 10, the Services and the Site are provided “as is” and “as available,” and we disclaim all other warranties, express, implied or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. We do not guarantee any level of availability, and the Site may be unavailable during maintenance or outages. We do not warrant that the Services or the Site will be uninterrupted or error-free, that they will produce any particular search ranking, traffic or revenue, or that the Site complies with the Americans with Disabilities Act, the California Unruh Civil Rights Act or any other accessibility law, or with any other legal requirement that applies to Client’s business or industry, for which Client remains responsible.

11.1 Cap on liability

To the fullest extent permitted by law, each party’s total liability arising out of or relating to these Terms or the Services, under any theory of liability, will not exceed the total Fees paid by Client to us in the twelve (12) months preceding the event giving rise to the claim.

11.2 Excluded damages

To the fullest extent permitted by law, neither party will be liable for any lost profits, lost revenue, loss of data, loss of goodwill, or any indirect, incidental, special, consequential, exemplary or punitive damages, even if advised of their possibility.

11.3 Exceptions

Sections 11.1 and 11.2 do not limit Client’s obligation to pay Fees, Client’s obligations under Section 12.1, or liability for fraud, gross negligence or willful misconduct. Our obligations under Section 12.2 are subject to Sections 11.1 and 11.2.

12.1 By Client

Client will defend Defect Technologies and its partners against any claim by a third party arising from Client Content, from Client’s breach of Section 5.4 or Section 6, or from the operation of Client’s business, and will pay any damages, costs and reasonable attorneys’ fees finally awarded or agreed in settlement.

12.2 By Defect Technologies

We will defend Client against any claim by a third party alleging that the Provider Materials, as delivered by us, infringe that party’s United States copyright or trademark, and will pay any damages, costs and reasonable attorneys’ fees finally awarded or agreed in settlement, subject to the limits in Section 11. This obligation does not apply to claims arising from Client Content, from content Client approved under Section 5.5, or from modifications not made by us. If the Provider Materials become, or in our opinion are likely to become, the subject of such a claim, we may modify or replace them, or terminate the Subscription and refund any prepaid Fees for the remaining period.

12.3 Procedure

The party seeking defense will notify the other party promptly of the claim, give it sole control of the defense and settlement, and provide reasonable cooperation at its expense. No settlement may impose any obligation on, or admit fault on behalf of, the indemnified party without its prior written consent.

13.1 Term

These Terms take effect when Client accepts them and continue until the Subscription ends under this Section 13.

13.2 Cancellation by Client

Client may cancel its Subscription at any time from the billing page in the Client Portal or by email to hello@defect.tech. Cancellation takes effect at the end of the billing period for which Client has paid, and the Services continue until then.

13.3 Termination for cause

Either party may terminate these Terms by written notice if the other party materially breaches them and fails to cure the breach within thirty (30) days after receiving written notice describing it.

13.4 Discontinuation of the Services

If we discontinue the Services or cease operations, we will give Client at least twenty-one (21) days’ written notice, deliver the files of the Site to Client without charge, and refund any Fees prepaid for a yearly Subscription attributable to full months remaining after the Services end.

13.5 Effect of termination

When a Subscription ends for any reason:

1. (a)we will return Client Content to Client on request;
2. (b)if Client has paid all undisputed Fees, and either Client’s Subscription has been active for a total of at least twelve (12) months or Client pays a one-time buyout fee of nine hundred forty-eight dollars ($948), we will deliver to Client a copy of the files of the Site in a standard format that another host can serve;
3. (c)unless we terminated these Terms under Section 13.3 or suspended the Site under Section 4.6 or Section 6, we will keep the Site online for not less than thirty (30) days after Client submits notice of cancellation, or through the end of the paid billing period if later, so that Client may move the Site;
4. (d)we will provide reasonable cooperation in directing Client’s domain to a new host;
5. (e)after that period, we may take the Site offline and delete Client Content from our active systems, except copies retained in routine backups or as required by law; and
6. (f)any Fees accrued before termination remain payable.

Nothing in this Section 13.5 requires us to host or deliver content that violates Section 6.

13.6 Survival

Sections 4.7, 5.1, 5.4, 5.5, 7, 9, 10.3, 11, 12, 13.5, 14, 15 and 17 survive the expiration or termination of these Terms.

14.1 Informal negotiation

Before bringing any claim, a party will notify the other in writing, describing the dispute and the relief sought, and the parties will negotiate in good faith for at least thirty (30) days to resolve it.

14.2 Binding arbitration

Any dispute, claim or controversy arising out of or relating to these Terms or the Services that is not resolved under Section 14.1 will be resolved by final and binding arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures then in effect, before a single arbitrator. The arbitration will take place in Los Angeles County, California, or by video conference if the parties agree. The arbitrator’s fees and the administrative fees will be allocated as the JAMS rules provide. Judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this Section 14.

14.3 Class action waiver

Each party may bring claims against the other only in its individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated or representative proceeding. The arbitrator may not consolidate the claims of more than one party. If this Section 14.3 is found unenforceable as to a claim, that claim will be heard in court under Section 14.6 and not in arbitration.

14.4 Exceptions

Either party may bring an individual claim in small claims court if it qualifies. Either party may seek temporary or preliminary injunctive relief in court to protect its intellectual property or confidential information.

14.5 Time limit on claims

Any claim arising out of or relating to these Terms or the Services must be brought within one (1) year after the claim arises, or it is permanently barred.

14.6 Courts

Any proceeding permitted in court under this Section 14 will be brought exclusively in the state or federal courts located in Los Angeles County, California, and each party consents to the personal jurisdiction of those courts.

17.1 Entire agreement

These Terms, together with the checkout page for Client’s Subscription and our Privacy Policy, are the entire agreement between the parties about the Services and supersede all prior proposals and understandings. If they conflict, these Terms control, except that the checkout page controls as to the amount of the Fees.

17.2 Notices

Notices to us must be sent by email to hello@defect.tech. Notices to Client will be sent to the email address associated with its Subscription. A notice is given when sent, unless the sender receives notice that it was not delivered.

17.3 Assignment

Client may not assign these Terms without our prior written consent, except to a successor to all or substantially all of its business. We may assign these Terms to an entity formed by our partners to carry on the business of Defect Technologies, or to a successor to all or substantially all of that business, on notice to Client.

17.4 Force majeure

Neither party is liable for a delay or failure to perform, other than a payment obligation, caused by events beyond its reasonable control, including natural disasters, failures of public utilities or networks, outages of third-party providers, acts of government and labor disputes.

17.5 Independent contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship between them.

17.6 Severability and waiver

If any provision of these Terms is held unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions remain in effect. A waiver of any provision is effective only if in writing, and a failure to enforce a provision is not a waiver of it.

17.7 Interpretation

Headings are for convenience only. The words “including” and “include” mean “including without limitation.” These Terms will not be construed against either party as the drafter.

17.8 Electronic communications

Each party consents to receiving communications electronically and agrees that electronic acceptance of these Terms has the same effect as a handwritten signature.