Terms of Service
Last updated: April 22, 2025
1. Acceptance of Terms
By subscribing to or using the Websnacks service, you agree to these Terms of Service...
2. Services and Subscription
Websnacks Service: We offer subscription-based creative and development services (the “Services”). Depending on your plan, these Services may include graphic design, UI/UX design, web or app development, and other creative deliverables. When you subscribe, you can request work and receive the resulting output files or materials (“Deliverables”) under the scope of your chosen plan.
Initial Term: Your subscription requires a minimum commitment of three (3) months (the “Initial Term”) unless otherwise specified. The subscription begins on the date of activation and will continue for at least the Initial Term. After the Initial Term, the subscription will automatically renew on a month-to-month basis until cancelled in accordance with these Terms. We may offer different subscription lengths or promotional plans, but unless we explicitly agree otherwise, the three-month minimum commitment applies.
Renewal and Cancellation: After you complete the Initial Term, your subscription renews automatically each billing period (e.g. monthly) at the then-current rate for your plan. You may cancel your subscription any time after the Initial Term by providing at least seven (7) days’ notice before your next billing date (through your account portal or by written notice to us). Your cancellation will take effect at the end of your current paid period.
No Early Termination: If you attempt to cancel before finishing the Initial Term, your cancellation will still only take effect at the end of the Initial Term. You are responsible for all subscription fees through that period. There will be no refunds or credits for early cancellation (see Section 3 on Fees and Payment).
Scope of Service: Websnacks will make reasonable efforts to deliver the creative and/or development tasks you request in a timely manner. We strive to accommodate your project priorities and provide estimated timelines, but turnaround times can vary based on request complexity and how quickly you provide feedback (see Section 5 on Client Responsibilities). Websnacks may implement fair usage guidelines (for example, limits on the number of active requests at one time) to ensure quality service for all clients. We will inform you of any such guidelines, and you agree to follow them.
3. Fees and Payment
Subscription Fees: By signing up for a Websnacks subscription, you agree to pay the fees for the plan you select. Subscription fees are charged in advance on a recurring basis. For monthly plans, we will charge your payment method each month on the same calendar day as your subscription start date. For plans billed in multi-month increments (e.g. quarterly), the fee for the entire period will be charged upfront at the start of that period. All fees are stated and will be charged in U.S. Dollars, unless explicitly indicated otherwise.
Payment Method and Authorization: You must provide a valid payment method (such as a credit card or other accepted payment provider) and authorize Websnacks to charge it for your subscription fees on an ongoing basis. It is your responsibility to maintain accurate billing information. If a payment attempt fails or cannot be processed, we will notify you and may retry the charge. If your payment remains delinquent, Websnacks reserves the right to suspend work or access to the Services until the issue is resolved. You are responsible for any unpaid amounts, and late payments may accrue interest at the rate of 1.5% per month (or the highest rate allowed by law, if lower). You will also be liable for any reasonable collection costs we incur in recovering overdue fees.
Taxes: Our fees do not include any taxes, levies, or duties that may apply. You are responsible for paying any applicable taxes on the Services (for example, sales tax, use tax, or VAT), other than taxes based on Websnacks’ income. If we are required to collect such taxes from you by law, we will add the appropriate amount to your billing and remit those taxes to the relevant authorities.
No Refund Policy: All fees are non-refundable. Once you pay for a subscription period (including the Initial Term or any renewal period), you will not receive a full or partial refund or credit for any unused time or unused requests in that period. This no-refund policy applies in all cases, including if you cancel the Service or reduce usage, or if you do not fully utilize the Service. For example, if you prepay for three months and decide to stop using the Service after two months, no refund will be issued for the remaining month. Similarly, if Websnacks offers an option to pause or hold your subscription and you choose to do so, any fees paid for the pause period are also non-refundable unless we explicitly state otherwise. We maintain this policy because we allocate resources and scheduling to service your subscription and cannot readily reallocate those resources on short notice.
4. Rollover Hours And Usage Limits
Some Websnacks plans include a fixed number of service hours per billing period. The following rules apply to the use and rollover of those hours:
- Unused Hours Rollover: If you do not use all your allotted service hours in a given billing period, any unused hours will roll over and remain available for up to ninety (90) calendar days after the end of that billing period. After 90 days, any rolled-over hours that remain unused will expire and be removed from your account.
- No Borrowing from Future Hours: You may not use hours allocated to future billing periods to cover overages in the current period. If you exceed the hours included in your plan (and have no rolled-over hours available) before a billing period ends, Websnacks will pause work on your requests until the next billing period begins or until you purchase additional hours.
- Purchasing Additional Hours: You have the option to purchase additional service hours as one-time add-ons if you run out of hours in a given period. These add-on hours apply only to the billing period in which they are purchased and do not increase your base hour allocation in future periods. Any unused add-on hours will follow the same 90-day rollover and expiration policy described above.
- Tracking Hours: You may monitor your allocated hours, used hours, and any remaining (or rolled-over) hours through the Websnacks account portal. It is your responsibility to keep track of your usage. We will make reasonable efforts to provide up-to-date information on your hours in the portal.
- Expiration of Hours on Termination: If your subscription is canceled, terminated, or expires, any unused hours remaining (including any rolled-over hours) will be forfeited. Rolled-over hours have no cash value and cannot be redeemed for a refund or any form of credit. We encourage you to plan your project requests to utilize your hours within the allowed time frames.
5. Client Responsibilities
To achieve the best results, your cooperation is essential. By using Websnacks, you agree to the following responsibilities:
- Timely Feedback and Communication: You will review drafts, proofs, and questions from our team and provide feedback or approvals promptly. Delays on your end can prolong the project timeline. We recommend responding within a few business days to keep projects moving. Websnacks is not responsible for missed deadlines or extended timelines caused by your delayed responses or lack of direction.
- Providing Required Assets and Information: You will supply all content, materials, and information needed for your requested tasks in a timely manner. This may include (but is not limited to) logos, branding guidelines, text copy, images, account credentials, or other project-specific assets. You are responsible for ensuring that the materials you provide are complete, accurate, and in a usable format. Any delays or rework caused by incomplete or inaccurate information from you may result in additional turnaround time.
- Usage Rights for Client-Provided Materials: You must own or have the necessary rights to all materials you provide to Websnacks. By submitting any content or assets to us, you represent and warrant that you have all rights, licenses, and permissions required to use those materials and to allow Websnacks to use, modify, and incorporate them into the Deliverables. This includes obtaining proper licenses for any third-party content (e.g. stock photos, fonts, data, or trademarks) that you provide. You agree to indemnify Websnacks for any claims arising from materials you provide (see Section 9 on Indemnification).
- Review and Acceptance of Deliverables: Upon receiving Deliverables from Websnacks, you are responsible for promptly reviewing them. If any adjustments or revisions are needed to meet the agreed-upon requirements, you should request those changes as soon as possible (consistent with the scope of your subscription plan, which may include unlimited reasonable revisions). Once you approve a deliverable—or if you fail to provide feedback within a reasonable time frame (for example, within 10 business days of receiving a deliverable) the Deliverable will be considered accepted.
- Project Direction and Strategy: You are responsible for the strategic direction of your projects and for deciding which tasks to request. While Websnacks will execute requests based on your instructions, you must ensure that the tasks and final Deliverables align with your business needs and objectives. We encourage you to provide clear, detailed instructions for each request to help avoid misunderstandings or misalignment.
- Compliance and Appropriate Use: You will use the Websnacks Services and Deliverables only for lawful purposes and in compliance with all applicable laws and regulations. You will not request or use any Deliverable in a manner that is unlawful, offensive, obscene, defamatory, or that infringes upon any third party’s rights. Websnacks reserves the right to refuse any request that we believe violates this commitment or falls outside the scope of our Services.
- Consequences of Client Delays or Breach: If you do not fulfill the responsibilities above, Websnacks may experience delays or be unable to complete the work. In such cases, we may adjust delivery timelines and will not be liable for any impact on your projects or business due to these delays. In serious cases (for example, if you fail to provide critical feedback or assets for an extended period), Websnacks may pause or suspend the Service until the issue is resolved. Repeated failure to meet your responsibilities, or any material breach of these Terms by you, may result in suspension or termination of your subscription by Websnacks (see Section 12 on Termination).
6. Intellectual Property and Ownership
Deliverables Ownership (Work-for-Hire): Websnacks agrees that all final Deliverables specifically created for you and delivered to you under your subscription are considered “work made for hire” commissioned by you, to the extent allowed by law. This means that upon creation, you are deemed the author and owner of the copyright in those Deliverables. In cases where a Deliverable (or any portion of it) does not legally qualify as a work made for hire, Websnacks hereby irrevocably assigns to you all right, title, and interest in and to that Deliverable upon your payment in full for the Services. This assignment is worldwide, perpetual, and includes all rights of copyright (including the rights to reproduce, modify, create derivative works from, distribute, and publicly display the Deliverable). In summary, once you have paid all fees owed for the Deliverables, you will own all intellectual property rights in the final Deliverables, except for Websnacks’ rights in its Background IP and any third-party materials incorporated (as defined below).
Websnacks Background IP: In providing the Services, Websnacks may use or develop its own proprietary tools, libraries, software, templates, frameworks, methodologies, know-how, and other intellectual property that existed before the project or was created outside of your specific deliverables (“Background IP”). Websnacks retains all ownership rights to its Background IP. Nothing in these Terms will be construed to transfer ownership of Websnacks’ Background IP to you. However, to the extent any Websnacks Background IP is incorporated into a Deliverable provided to you, Websnacks grants you a limited, non-exclusive, perpetual, worldwide, royalty-free license to use and reproduce that Background IP solely as part of the Deliverable and as necessary for you to use the Deliverable. This license allows you to make full use of the Deliverable for your internal and external business purposes, but it does not permit you to extract or use Websnacks’ Background IP separately from the Deliverable, nor to reverse engineer or create derivative tools from Websnacks’ Background IP outside of the Deliverable. Websnacks also retains the right to use any general knowledge, skills, experience, and know-how gained during the performance of Services for other clients or projects, as long as we do not use your confidential information in violation of Section 11 (Confidentiality).
Third-Party Materials: If a Deliverable includes any third-party intellectual property or materials (for example, open-source software, stock imagery, or licensed fonts), the ownership of those elements remains with the respective third-party rights holders. Websnacks will inform you of any third-party materials included in Deliverables when reasonably possible and will ensure such materials are properly licensed for use in your Deliverables. Your rights to use those third-party materials will be governed by the terms of the applicable third-party licenses (for example, the license terms of an open-source software component or a stock photo license). If a third-party license requires attribution (such as certain Creative Commons licenses), you agree to reasonably cooperate in providing such attribution when you use the Deliverable. Websnacks will provide you with the information needed to comply with any attribution requirements.
Ownership Conditions: Transfer of Deliverable ownership to you is conditioned upon your full payment of all fees due for the applicable Services. Until all payments are made, Websnacks retains all intellectual property rights in the Deliverables. If your account is terminated or suspended due to non-payment or other breach of this agreement, Websnacks may withhold delivery of final files or revoke the above license to any Background IP incorporated in Deliverables, unless and until the issue is resolved. Once full payment is received, your ownership rights in the Deliverables (as described above) become effective retroactively as of the time of creation of the Deliverables.
Each Party’s Own IP: Nothing in these Terms transfers ownership of either party’s pre-existing intellectual property or proprietary rights. Websnacks retains sole ownership of its name, logos, trademarks, and brand assets, as well as any of its intellectual property that was not created specifically for you. Likewise, you retain ownership of all of your pre-existing intellectual property and any materials you provide to Websnacks for the project (for example, your logos, brand guidelines, and content remain yours; we use them only to complete work for you). Each party will use the other’s intellectual property only as needed to perform the Services or as expressly permitted by these Terms.
7. Portfolio and Publicity Rights
- Portfolio Display: You grant Websnacks permission to publicly display, depict, or reference the Deliverables we create for you for our promotional purposes. This includes showcasing the work on our website, portfolio, social media, and other marketing channels. We will only feature Deliverables after they have been made public or used publicly by you. This permission also allows us to use your company name and logo for the limited purpose of identifying you as a client and describing the type of work we did for you.
- Confidential Projects / Opt-Out: If you consider a particular project or Deliverable to be confidential, or if you simply prefer that Websnacks not use it in our portfolio, you have the right to opt out of this portfolio usage. To exercise this option, you must notify Websnacks in writing (for example, via email to our support or your account manager) either at the start of the project or by the time we deliver the final Deliverable. Let us know that the project is confidential or should not be showcased, and we will refrain from using those specified Deliverables in any public portfolio or marketing materials. If later the circumstances change (for instance, the project becomes public and you are comfortable with us featuring it), you can grant us permission at that time to showcase it.
- Limited Details in Portfolio: When Websnacks showcases work in its portfolio, we will not disclose any of your sensitive or non-public information. We typically display the visual or tangible outcome of the work (e.g., design mockups, screenshots, or code snippets) along with a general description of the project scope. We will not reveal details such as your confidential marketing strategies, budgets, or any proprietary results that you have not made public.
- Mutual Publicity: Websnacks may ask you for a testimonial or to participate in a case study about our work together. While we appreciate such opportunities, participation is entirely optional and at your discretion. Similarly, with your agreement, we might collaborate on a joint press release or public announcement about the engagement. You are free to decline any request for testimonials, case studies, or joint announcements. Any such publicity efforts will happen only with mutual consent.
- No Other Public Use Outside of the uses described above, Websnacks will not use or publish your name, logos, or Deliverables publicly without your prior consent. We respect your right to control how and where your brand and project information appear.
8. Disclaimers of Warranties
No Warranties: Websnacks provides the Services and Deliverables to you on an “as is” and “as available” basis. To the fullest extent permitted by law, Websnacks disclaims all warranties of any kind, whether express or implied. This includes implied warranties of merchantability (that the Services are of acceptable quality and fit for ordinary use), fitness for a particular purpose (that the Services or Deliverables will meet your specific requirements or achieve a particular result), and non-infringement (that our work will not violate the rights of others). We do not guarantee that the Services will be uninterrupted, error-free, or completely secure. You understand that you use the Services and Deliverables at your own risk.
No Guarantee of Results: Websnacks makes no guarantees about the outcomes or results you may achieve by using our Deliverables. For example, we do not promise that a design we create will increase your sales or user engagement, nor do we guarantee that any software or code we deliver will be free of bugs or compliant with all regulations specific to your industry. Any suggestions, guidance, or best practices provided by Websnacks are for general informational purposes. You are solely responsible for how you implement and use the Deliverables and for any results (positive or negative) that occur from their use.
Timeline Estimates: Any timelines or turnaround estimates provided by Websnacks (for example, an estimate that a certain task will be completed in a week) are good-faith estimates and not guaranteed deadlines. Project timelines may extend due to various factors, including the complexity of requests, the number of revisions, and any delays in receiving feedback or required materials from you. Websnacks is not responsible for any costs or losses incurred due to a project or campaign being delayed. While some plans may allow “unlimited” requests or revisions, this means we will accommodate as many requests as reasonable; it does not guarantee that every request will be completed immediately or within a specific timeframe. If you have a hard deadline for a particular request, you should communicate that clearly to us, and we will let you know if it is achievable. However, Websnacks will not be liable if a particular deadline is not met.
No Implied Promises: No advice or information, whether oral or written, obtained by you from Websnacks or through the Services shall create any warranty or guarantee that is not expressly stated in these Terms. You acknowledge that creative work is subjective; while Websnacks will make reasonable efforts to revise and refine Deliverables to your satisfaction, we do not warrant that every Deliverable will meet your personal vision or preferences on the first draft. Your remedy in such cases is to request further revisions (as allowed by your plan), not to claim a breach of warranty.
Legal Limitations on Disclaimers: Some jurisdictions do not allow the exclusion of certain warranties or conditions. If a law applies to you that prohibits any of the disclaimers in this Section, then to the extent required by that law, those specific disclaimers will not apply to you. In such cases, any warranties that are required by law will be limited in duration to 30 days from the date of delivery of the relevant Deliverable, to the extent such a limitation is permitted by law.
9. Indemnification
You agree to indemnify, defend, and hold harmless Websnacks, its parent company and affiliates, and their respective officers, directors, employees, contractors, and agents (each an “Indemnified Party”) from and against any and all third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees and costs) that arise out of or relate to any of the following:
- Your Materials or Instructions: Any claim that content, materials, or information you provided to Websnacks (including but not limited to text, images, logos, data, or login credentials), or your instructions/directions to Websnacks, infringe upon or violate a third party’s intellectual property rights, privacy rights, publicity rights, or other rights, or that such content is defamatory, obscene, or otherwise unlawful.
- Your Use of Deliverables: Any claim arising from your use of the Deliverables (or any product or outcome of the Services). This includes claims resulting from the distribution, publication, or modification of the Deliverables by you or on your behalf. For example, if you use a design or code we provided in a manner that infringes someone else’s rights or violates a law, and a claim is brought against Websnacks as a result, this indemnification obligation would apply.
- Your Breach of These Terms or Law: Any claim or consequence arising from your breach of any provision of these Terms or your violation of any applicable law or regulation. This includes any fines or penalties imposed due to your failure to obtain necessary licenses, permits, or consents for a project, or any other acts or omissions by you in using the Services that result in a legal or regulatory violation.
- Modifications or Combinations by You: Any claim that arises because you modified the Deliverables or combined the Deliverables with any other content or services not provided by Websnacks, and such modification or combination is alleged to cause harm or violate the rights of a third party.
- If any such claim arises, you agree to promptly notify Websnacks in writing of the claim. Websnacks 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 with us in defending the matter, at your expense). You may not settle or resolve any claim against an Indemnified Party without obtaining Websnacks’ prior written consent.
- In other words, if a third party sues or makes a claim against Websnacks because of something you provided or did in violation of these Terms, you are responsible for covering the cost of the claim and any losses we suffer. Websnacks will promptly inform you of any such claim and will work with you in good faith to address it, including letting you participate in the defense if appropriate.
10. Limitation of Liability
No Indirect Damages: To the maximum extent permitted by law, in no event will Websnacks or its affiliates, or their respective employees, agents, officers, or directors, be liable to you for any indirect, incidental, special, consequential, punitive, or exemplary damages. This limitation applies to any kind of loss or damage that is not a direct result of our actions, including but not limited to: lost profits, lost revenue, lost business opportunities, loss of data, loss of goodwill or reputation, or business interruption. These limitations apply even if Websnacks has been advised of the possibility of such damages, and regardless of whether a claim is based on contract, tort (including negligence), strict liability, or any other legal theory.
Liability Cap: Websnacks’ total cumulative liability to you for any and all claims arising out of or relating to the Services or these Terms will not exceed the total amount of fees you paid to Websnacks in the three (3) months immediately before the event giving rise to the claim. If you have been using the Service for less than three months, the cap on our liability will be the total fees you have paid to date. For example, if a problem occurs after six months of service and you make a claim, our maximum liability to you would be the sum of the subscription fees you paid in the latest three-month period. This limitation is cumulative, meaning it applies to the total of all claims combined, not per incident.
Basis of Bargain: You acknowledge that Websnacks has set its fees and entered into this agreement in reliance on the limitations of liability and disclaimers of warranties stated herein, and that these terms form an essential basis of the bargain between you and us. Websnacks could not provide the Services on an economical basis without these restrictions. If applicable law prohibits any aspect of the above limitations from applying to you (for instance, not allowing the exclusion or limitation of certain damages), then that aspect of the limitation will not apply to you. However, in such a case, the rest of the limitations shall still apply to the fullest extent permitted by law. Exceptions: Nothing in these Terms is intended to exclude or limit any liability that cannot be excluded or limited under law. For example, some jurisdictions do not allow the limitation of liability for personal injury or for gross negligence or willful misconduct, so this Section 10 does not limit our liability to the extent it is prohibited by law. Additionally, the limitations of liability above do not limit or affect your obligation to pay any fees owed under this agreement, nor do they limit your indemnification obligations under Section 9.
Release: Except as expressly provided in these Terms, you release Websnacks and its affiliates from any and all liability, claims, or obligations relating to or arising out of the Services and Deliverables. If you are a California resident, you expressly waive the provisions of California Civil Code §1542, which states: “A general release does not extend to claims which the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” This means that you waive any unknown claims you may have against us to the fullest extent permitted by law.
11. Confidentiality
Websnacks understands that during the course of our engagement, either party may share confidential information with the other. We generally operate without requiring separate non-disclosure agreements for each project, but we treat any confidential information exchanged between us with care as described below.
Definition of Confidential Information: “Confidential Information” means any non-public or proprietary information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”), whether in oral, written, or any other form, that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information or the context of disclosure. Confidential Information can include, for example, business plans, strategies, financial data, customer or client lists, technical information, product designs, and any other information that is not publicly known. (For illustration: your marketing plans, product ideas, or unreleased projects would be your Confidential Information; Websnacks’ internal processes or unpublished pricing information would be our Confidential Information.)
Exclusions: Information does not qualify as “Confidential Information” if it: (a) is or becomes publicly available without breach of any obligation by the Receiving Party (for example, information that is released publicly through no fault of the Receiving Party); (b) was already known to the Receiving Party before disclosure by the Disclosing Party, as evidenced by the Receiving Party’s written records, and was not subject to a confidentiality obligation; (c) is lawfully obtained by the Receiving Party from a third party who has the right to disclose it and who does so without any confidentiality obligation; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
Use and Protection: The Receiving Party agrees to use the Disclosing Party’s Confidential Information solely for the purpose of fulfilling its obligations and exercising its rights under these Terms (for example, we will use your confidential business information only to develop Deliverables for you). The Receiving Party will not disclose the Disclosing Party’s Confidential Information to any third party without the Disclosing Party’s prior consent, except to the Receiving Party’s own employees, contractors, agents, or affiliates who need to know the information for the same purpose and are bound by confidentiality obligations at least as strict as those in these Terms. Each party will take reasonable measures to protect the confidentiality of the other party’s Confidential Information and to prevent any unauthorized use or disclosure, using at least the same degree of care that it uses to protect its own similar confidential information (and never less than a reasonable standard of care).
Compelled Disclosure: If the Receiving Party is required by law, regulation, or a valid legal order (such as a subpoena or court order) to disclose any of the Disclosing Party’s Confidential Information, the Receiving Party will, to the extent permitted, promptly notify the Disclosing Party in writing. This is so the Disclosing Party has an opportunity to seek a protective order or other appropriate remedy to prevent or limit the disclosure. The Receiving Party will only disclose the minimum amount of Confidential Information required to comply with the law or order, and will, where feasible, use reasonable efforts to ensure that the disclosed information will still be treated confidentially.
Return or Destruction: Upon the Disclosing Party’s request or upon termination of the Services, the Receiving Party will return or destroy (and certify destruction of) all Confidential Information of the Disclosing Party in its possession, with the exception that Websnacks may retain copies of deliverables and related work communications for record-keeping purposes and to defend its work product if needed. Additionally, neither party is required to delete Confidential Information that may reside in routine backup systems or archives, provided that such Confidential Information remains protected under these Terms.
Duration: The confidentiality obligations in this section begin when Confidential Information is first disclosed and will continue for a period of three (3) years after the termination or expiration of your subscription or our engagement. However, with respect to any Confidential Information that qualifies as a trade secret (under applicable law), the obligations of confidentiality will continue for as long as such information remains a trade secret.
Note on Confidentiality: These confidentiality commitments are especially important if you have opted out of Websnacks’ portfolio rights (see Section 7) or if you share sensitive business information with us. Websnacks will treat your confidential information with care and will not disclose it outside of what is necessary to provide the Services to you, consistent with the terms above.
12. Termination
Termination by You (Cancellation): You may terminate (cancel) your subscription after you have fulfilled the Initial Term commitment. To terminate, you must provide a cancellation notice at least seven (7) days before your next billing date (as described in Section 2). You can submit this notice via the account portal or by contacting us in writing. The termination will take effect at the end of your then-current paid billing period.
You are responsible for any subscription fees and charges incurred up to the effective termination date. If you terminate the Service, no refunds will be provided for any fees already paid, and if you terminate before the end of an Initial Term that you committed to, any remaining unpaid fees for the Initial Term will become immediately due. We strongly advise you to download or otherwise save all Deliverables that have been provided to you prior to the termination effective date, because your access to our platform or request system will be disabled after termination.
Termination by Websnacks: Websnacks may suspend or terminate your subscription or access to the Services under the following circumstances:
- For Cause: Websnacks may terminate your subscription for cause if you breach any material provision of these Terms (for example, failure to pay fees when due, or a serious violation of the use restrictions or responsibilities) and do not cure the breach within ten (10) calendar days after receiving written notice from us describing the breach (if the breach is something that can be cured). In cases of severe breaches that cannot be remedied or cured (as determined by Websnacks in good faith) – for example, if you engage in illegal activity using our Services, or you repeatedly violate your responsibilities in Section 5 in a manner that makes it untenable or unsafe to continue providing Services – Websnacks may terminate your subscription immediately upon notice, without a cure period.
- For Convenience: Websnacks reserves the right to terminate your subscription for convenience (i.e. for reasons other than your breach) by providing you at least thirty (30) days’ written notice. Termination for convenience would generally only occur under unusual circumstances (for instance, if Websnacks discontinues the Websnacks service or a particular subscription plan, or faces some unforeseen situation that prevents us from continuing service). If Websnacks terminates your subscription for convenience and you are not in breach of these Terms, we will refund any prepaid fees that cover the period after the termination effective date. For example, if you paid for a month in advance and we terminate the service halfway through that month, we would refund the unused half-month of service. Aside from refunding such prepaid amounts, Websnacks will not be liable for any additional compensation or damages to you in the event of termination for convenience.
Effect of Terminations: Upon termination or expiration of your subscription (whether by you or by Websnacks), Websnacks will cease work on your requests and stop providing the Services. We will deliver to you any final Deliverables that have been fully completed and paid for prior to the termination date. For any work that was in progress but not completed as of the termination date, Websnacks may, at its discretion, either deliver the work in its current unfinished state (on an “as-is” basis) or discontinue the work. You will retain any rights to Deliverables that have been delivered to you and paid for, including the license to use any incorporated Websnacks Background IP as described in Section 6, but you will no longer have access to the Service to submit new requests or revisions after the termination effective date.
Certain provisions of these Terms by their nature survive termination of the agreement. This includes, without limitation, provisions related to fees that are due, ownership of Deliverables and intellectual property, confidentiality obligations, disclaimers of warranty, indemnification, limitations of liability, dispute resolution, and governing law. Termination of the subscription does not relieve either party from any liability or claim that arose prior to termination. If you decide to resume Services with Websnacks after termination, you will need to enter into a new subscription agreement (including a new Initial Term commitment, if applicable under the then-current plans).
13. Dispute Resolution and Arbitration
Good Faith Resolution: We value our relationship with you and want to address your concerns. If you have any dispute or issue with Websnacks or the Services, please contact us and attempt to resolve it informally first. You can reach out through our support channels or your account manager, and we will try our best to find a mutually agreeable solution. Many disputes or misunderstandings can be resolved quickly through honest communication and goodwill.
Binding Arbitration: If we cannot resolve a dispute through good-faith negotiations, you and Websnacks agree that any dispute, claim, or controversy arising out of or relating to these Terms, or to your use of the Services or Deliverables, shall be resolved by binding arbitration on an individual basis. This means that instead of going to court, we are agreeing to have the dispute decided by a neutral arbitrator. Both you and Websnacks waive the right to a trial in court and to have the dispute decided by a judge or jury. This arbitration agreement is governed by the U.S. Federal Arbitration Act (FAA) and is intended to be broadly interpreted. It survives the termination of your subscription or these Terms.
Arbitration Procedure: The arbitration will be administered by a reputable arbitration organization, such as the American Arbitration Association (AAA) (or a similar organization if AAA is unavailable), under that organization’s rules for commercial disputes. If you are an individual using the Services for personal or small business use, any consumer-specific rules (like the AAA’s Supplementary Procedures for Consumer-Related Disputes) that are applicable will also apply. The arbitration will be conducted in English. Unless both you and Websnacks agree to a different location, the arbitration hearings will take place in the State of California, with a preference for San Diego County. If an in-person hearing would be a burden due to the amount of the claim or the parties’ circumstances, the parties agree to discuss in good faith alternatives such as attending by telephone or video conference, or choosing a more convenient location. The arbitration will be decided by a single, neutral arbitrator. If we cannot mutually agree on an arbitrator, the arbitrator will be selected according to the applicable arbitration rules. The arbitrator has the authority to award any relief that a court of law could award under the law and these Terms. The arbitrator’s decision will be written and binding on both parties, and it may be entered as a judgment in any court of competent jurisdiction.
No Class Actions: You and Websnacks agree that disputes will be resolved only on an individual basis, and not as part of any class, collective, or representative action. This means you cannot bring a claim as a plaintiff or class member in a class action, consolidated action, or representative proceeding against Websnacks. The arbitrator may not consolidate the claims of multiple parties and may not otherwise preside over any form of a representative or class proceeding. You hereby waive any right to participate in class actions, class arbitrations, or other collective claims against Websnacks. If a court or arbitrator decides that this class action waiver is unenforceable or invalid as to a particular claim, then the agreement to arbitrate will not apply to that claim (meaning that particular claim may proceed in court, subject to the governing law and jurisdiction terms in these Terms), but the class action waiver will still apply to all other claims. In the event that a claim proceeds in court because the arbitration agreement does not apply, you and Websnacks waive any right to a jury trial for that claim.
Exceptions to Arbitration: While we prefer to resolve all issues through arbitration, there are a few specific instances where disputes do not have to be arbitrated:
- Small Claims: If your claim is eligible to be filed in a small claims court (based on the amount of the claim and the type of dispute), either party can choose to bring the dispute in small claims court instead of arbitration. This exception only applies so long as the claim remains in small claims court and is not joined with the claims of others.
- Injunctive Relief (Intellectual Property and Abuse): Either party has the right to go to court to seek temporary or preliminary injunctive relief (a court order to require someone to do or stop doing something) in order to protect intellectual property rights or to prevent serious unauthorized use or abuse of the Services. For example, Websnacks can go to court without arbitration to seek an order to stop someone from misusing its trademarks or breaching its security, and you can similarly go to court to stop someone from misusing your Deliverables or confidential information. This exception is limited to requests for temporary measures and does not waive the requirement to arbitrate the underlying dispute or claim for damages; once the immediate issue is resolved, disputes will still be subject to arbitration under this section.
Arbitration Fees and Awards: Each party will be responsible for its own attorneys’ fees and costs in any arbitration, unless the arbitrator awards those fees and costs to you or us as part of the decision (if the law or these Terms provide for the award of attorneys’ fees to the prevailing party). The payment of any filing, administrative, or arbitrator fees will be governed by the arbitration provider’s rules. However, if you are an individual (not a business entity) and you initiate an arbitration against Websnacks for a claim of less than $10,000, Websnacks will reimburse your share of the arbitration filing fees and administrative costs (but not your attorneys’ fees) upon your request, unless the arbitrator determines that your claims are frivolous or brought in bad faith. The arbitrator can award the same damages and relief on an individual basis that a court could award to an individual. The arbitrator may award declaratory or injunctive relief only in favor of the party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. Any award rendered by the arbitrator will include a written explanation of the essential findings and conclusions on which the award is based. That award will be final and binding, and judgment on the award may be entered in a court of competent jurisdiction.
Notice Requirement: Before initiating arbitration or a small claims court case, the party wishing to make a claim must first send to the other party a written notice of the dispute. This notice should describe the nature of the dispute and the desired resolution. If you have a dispute, send your notice to Websnacks at the mailing address listed on our website for legal notices or to our legal email (for example, [email protected]). Websnacks will send any such notice to you at the most recent mailing address or email address we have on file for you. After a notice is sent, the parties agree to negotiate in good faith to try to resolve the dispute. If 30 days pass from the date the notice was received and the dispute remains unresolved, either party may proceed to file a claim in arbitration or (if permitted) in small claims court.
Acknowledgment: By agreeing to these Terms, you acknowledge that you have read and understand this Section 13 on dispute resolution and arbitration. You understand that you are giving up certain rights, including your right to sue in court (except for the specific exceptions described above) and your right to a jury trial. You also agree to give up any right to pursue or participate in a class or collective action for any claims covered by this arbitration agreement.
14. Governing Law
Governing Law: These Terms of Service, and any dispute or claim arising out of or relating to these Terms or the Services, shall be governed by the laws of the State of California, U.S.A., without regard to its conflict of law principles. In practical terms, this means that the laws of California (the state in which Websnacks is headquartered) will be used to interpret and enforce this agreement, regardless of where you live or use the Services. The U.N. Convention on Contracts for the International Sale of Goods does not apply to this agreement.
Jurisdiction and Venue: Subject to the arbitration agreement above, if for some reason a dispute is permitted to be brought in court (for example, if a court finds the arbitration clause unenforceable, or if injunctive relief is sought under the exceptions above), such legal action must be brought in the state or federal courts located in San Diego County, California, USA (or another county in California where Websnacks maintains its principal place of business). Both you and Websnacks consent to the personal jurisdiction of these courts. You also waive any objections to these courts on the grounds that they are an inconvenient forum or that they lack jurisdiction, to the extent such waivers are permitted by law. This means you agree not to argue that it’s unfair or difficult to litigate in California if a court dispute arises.
International Use: Websnacks is based in the United States, and our Services are primarily designed to comply with U.S. laws. If you access or use the Services from outside the U.S., you do so on your own initiative and are responsible for compliance with any laws and regulations applicable to your jurisdiction. Please be aware that, regardless of your location, the governing law for this agreement is California law, and the dispute resolution procedures (including arbitration and venue for any court actions) specified in these Terms will still apply. Different countries have different consumer protection laws, but by agreeing to these Terms, you are voluntarily using a California-based service under California law.
15. Changes to terms and service
Updates to Terms: Websnacks may revise or update these Terms of Service from time to time. If we make a material change to the Terms, we will provide you with reasonable notice of the change. For example, we may send an email to the address associated with your account, or post a prominent notice on our website or in your account portal, alerting you to the updated Terms. We will also update the “Last Updated” date at the top of this document. It is your responsibility to review any such changes when we notify you. The updated Terms will take effect on the date specified in the notice (or when posted, if no date is stated). If you continue to use the Services after the new Terms take effect, you will be deemed to have accepted the changes. If you do not agree to the revised Terms, you must stop using the Services and, if applicable, you may cancel your subscription (note: no prorated refunds will be provided for early cancellation, per Section 3).
Service Modifications: Websnacks reserves the right to modify, suspend, or discontinue any part of the Services at any time. This could include adding, changing, or removing service features, altering how our design/development request process works, or changing our subscription offerings or prices. We will endeavor to notify you of any major changes to the core Services you are using, especially if they could significantly impact your use of the Service. If a modification we make materially reduces the core functionality or value of the Service you signed up for, you may notify us within a reasonable time and you will have the right, as your sole remedy, to terminate your subscription at the end of your current billing period without incurring further charges. (If such a change occurs during your Initial Term, we may allow you to cancel before the term ends without penalty, but only in that specific scenario.) Except as described above, Websnacks will not be liable to you or any third party for any modifications, price changes, or discontinuation of the Service. If we discontinue the Service entirely, we will refund any prepaid fees for the portion of service that will not be delivered due to the discontinuation.
16. Miscellaneous Provisions
Entire Agreement: These Terms (along with any Order Form, statement of work, or subscription plan details provided to you and expressly incorporated by reference) constitute the entire agreement between you and Websnacks regarding the Services and Deliverables. This means they supersede all prior and contemporaneous understandings, agreements, proposals, or communications (whether written or oral) between you and Websnacks regarding the subject matter of these Terms. No oral or written statement or promise outside of what is written in these Terms is legally binding. If there is a direct conflict between these Terms and any separate written agreement or addendum signed by both you and Websnacks (for example, a negotiated service addendum or a specific Order Form), the terms of that separate agreement will control for the specific subject matter of the conflict, but all other provisions of these Terms will remain in full force.
Independent Contractor: The relationship between you and Websnacks is that of independent contracting parties. Nothing in these Terms shall be interpreted as creating a partnership, joint venture, employment, franchise, or agency relationship between us. Neither party is an agent for the other, and neither party has the authority to make commitments or enter into agreements on behalf of the other party. Each party remains solely responsible for its own expenses, employees, and operations. No Waiver: If either party fails to enforce any provision of these Terms or delays in enforcing a right or remedy under these Terms, it does not mean that the party has waived its rights. A waiver of any provision or right (or any breach of these Terms) will be effective only if it is in writing and signed by the party granting the waiver. Even if one instance of non-enforcement is waived, that waiver does not apply to any future instances of the same provision or any other provisions. In short, both you and Websnacks retain the right to enforce all provisions of these Terms at any time, despite any previous failure to enforce them.
Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permitted, and the remaining provisions of these Terms will remain in full effect. The intent is that the core of the agreement remains intact and enforceable. If a provision is so essential to the agreement that its invalidity materially affects the rights or obligations of either party, the parties shall in good faith negotiate an amendment to replace the invalid provision with a valid provision that comes closest to the original intent and economic effect.
Assignment: You may not assign or transfer these Terms or any of your rights or obligations under these Terms to any third party without Websnacks’ prior written consent. Any attempted assignment by you without consent will be null and void. Websnacks may freely assign or transfer this agreement (in whole or in part), including all of our rights and obligations under it, to an affiliate or in connection with a merger, acquisition, reorganization, or sale of assets, or by operation of law. We will notify you if such a transfer occurs. These Terms will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.
No Third-Party Beneficiaries: These Terms are for the benefit of the contracting parties (you and Websnacks) and not for any other person or entity. Except for those third parties specifically protected under Section 9 (the “Indemnified Parties,” who have certain rights to be defended and indemnified as described in that section), no other third party shall have any rights or be entitled to any benefits under these Terms. In other words, this agreement does not create any legal rights for anyone who is not you or Websnacks (except in the limited case of Indemnified Parties seeking protection under Section 9). Force Majeure: Websnacks will not be liable for any failure or delay in performing our obligations under these Terms if that failure or delay is due to causes beyond our reasonable control. This includes, but is not limited to, acts of God (e.g. earthquakes, hurricanes, floods), acts of government or regulatory agencies, war, terrorism, civil unrest, strikes or labor disputes, widespread internet or power outages, epidemics or pandemics, fire, or other events beyond our control. If such an event occurs, we will notify you as soon as is practical and will make good-faith efforts to resume Services as soon as the situation is resolved. The time for Websnacks to perform its obligations will be extended for a period equal to the duration of the event of force majeure.
Privacy and Data Protection: Each party agrees to comply with all applicable data protection and privacy laws in connection with the Services. This includes laws such as the California Consumer Privacy Act (CCPA) and the EU General Data Protection Regulation (GDPR), to the extent they apply. If your use of the Services involves providing Websnacks with personal information of individuals, you represent that you have the authority and legal basis to do so. Websnacks will use and process personal information only in accordance with our Privacy Policy (provided separately) and any applicable data processing agreement we may enter into. If required by applicable law or upon your request, Websnacks is willing to enter into a separate data processing addendum to address the handling of personal data. Both you and Websnacks will take reasonable measures to protect personal data and will respond to any data subject requests or regulatory inquiries as required by law.
Notices: Websnacks may provide you with notices regarding the Services or these Terms by email to the email address associated with your account, via notifications within your account/dashboard, or by written communication sent to your designated physical address (for example, by U.S. mail or courier). You are responsible for keeping your contact information (email and physical address) up to date in your account. Unless otherwise stated in these Terms, an email notice from Websnacks will be deemed delivered and effective 24 hours after it is sent to your email address on file, so long as we did not receive an error indicating that the email was not delivered. Notices sent by physical mail will be deemed delivered 3 business days after mailing (if sent to an address in the United States) or 7 business days after mailing (if sent internationally), provided they were sent to the correct address. If you need to send a legal notice to Websnacks, you should send it by postal mail to our corporate address listed on our website (Attention: Legal Department) with a copy via email to our designated legal notice email (e.g., [email protected]).
Headings and Interpretation: Section headings and titles in these Terms are included for convenience and ease of reading only; they do not affect the interpretation of any provision. In these Terms, the words “including,” “include,” or similar phrases are understood to mean “including without limitation.” Any capitalized terms that are not defined within the text have the meanings given to them elsewhere in these Terms. These Terms will not be interpreted against one party or the other on the basis of who drafted them. Both parties have had the opportunity to review and negotiate these Terms, so any rule of construction that ambiguities should be resolved against the drafter does not apply.
Contact and Questions If you have any questions, concerns, or need assistance regarding these Terms or the Websnacks Services, please contact us at [email protected]. We are here to help and we want to ensure that you have a clear understanding of our Terms and the Services we provide. Thank you for reading these Terms and for choosing Websnacks!