0. Acceptance & Electronic Agreement

This Agreement is presented to the Client prior to purchase and is a condition of completing the transaction. By clicking “Purchase,” “Pay,” or a functionally equivalent button, or by otherwise affirmatively indicating acceptance through the checkout interface, the Client: (a) acknowledges having had the opportunity to review this Agreement in full prior to payment; (b) agrees to be legally bound by its terms; and (c) consents to the use of electronic records and signatures.

The Client further agrees that this Agreement constitutes a valid and enforceable contract under the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN) and applicable state law.

1. Definitions & Scope of Service

1.1 Service Packages

Voxel Web Design ("The Agency") agrees to provide the web configuration, hosting, and design services explicitly listed in the Product Description of the purchased Subscription Tier at the specific moment of purchase. Any verbal agreements not confirmed in writing are null and void.

1.2 Authority to Bind

The Client represents that they are either acting in an individual capacity or have full legal authority to bind the entity (Company, LLC, etc.) on whose behalf the Services are purchased. If the Client is an entity, the individual accepting this Agreement personally represents and warrants such authority.

1.3 Exclusions (Scope Creep)

Any task not explicitly listed in the purchased package is defined as "Out of Scope." This includes, but is not limited to: creating additional pages beyond the tier limit, advanced 3D modeling beyond the Enterprise tier agreement, and custom Javascript functionality not previously agreed upon.

2. Financial Terms & Refund Policy

2.1 The Subscription Model

Voxel Web Design operates on a Website-as-a-Service (WaaS) subscription model. We do not charge upfront build or setup fees. Commencement of engineering, server provisioning, and architectural design requires the successful processing of the first month's subscription retainer.

2.2 Refund Policy

Because every deployment requires immediate server allocation, proprietary coding, and dedicated engineering labor from day one, all monthly subscription payments are final and non-refundable.

(a) If Voxel materially breaches this Agreement and fails to cure such breach within a reasonable period, the Client shall be entitled to a pro-rated refund for unperformed services.

(b) If Voxel is unable to complete the initial build due solely to its own negligence or fault, a full refund of the first month's retainer shall be issued.

2.3 Chargebacks & Payment Disputes

The Client agrees to contact Voxel Web Design directly to attempt to resolve any billing concerns prior to initiating a chargeback or payment dispute. Any chargeback initiated without first providing written notice and a reasonable opportunity to cure shall constitute a Material Breach of this Agreement. In such event, Voxel Web Design reserves the right to immediately suspend services, terminate the Agreement, and pursue recovery of the disputed amount plus collection costs.

2.4 Subscription Billing & The "Kill Switch"

Billing occurs automatically every 30 days from the date of initial checkout. This monthly fee covers server deployment, security patching, allotted revision rounds, and the ongoing license to utilize Voxel's custom code.

3. Client Responsibilities & Acceptance

3.1 Provision of Assets ("The Materials")

The Client is solely responsible for providing all necessary assets, including logos, copy, product images, and domain credentials via the secure Intake Portal. Voxel Web Design is not responsible for initial build delays caused by the Client's failure to provide Materials.

3.2 Subscription Abandonment

If the Client fails to communicate or provide necessary materials for a period of thirty (30) consecutive days, Voxel Web Design will pause active engineering. However, as long as the Client's monthly subscription remains active and paid, the project will remain in our secure queue. To prevent ongoing charges for a stalled project, the Client must actively cancel their subscription via their Billing Portal.

4. Intellectual Property Rights & Licensing

4.1 Code Ownership vs. Domain Ownership

Voxel Web Design operates as a digital infrastructure provider. The Client retains 100% ownership of their custom Domain Name (e.g., yourbusiness.com) and all original branding assets provided to the Agency.

However, Voxel Web Design retains full ownership, title, and interest in the custom HTML/CSS/JS code, frameworks, and server architecture engineered for the project. Upon active payment of the monthly subscription fee, Voxel grants the Client a revocable, non-exclusive, worldwide license to utilize the compiled digital asset.

4.2 Portfolio Rights

Voxel Web Design retains the right to display the final work in our public portfolio and marketing materials. Portfolio use shall NOT include projects subject to a valid Non-Disclosure Agreement (NDA) or confidential projects, provided the Client notifies Voxel Web Design of such status in writing prior to project commencement.

4.3 Retained Rights

Voxel Web Design retains all right, title, and interest in and to any pre-existing materials, frameworks, templates, methodologies, tools, and generalized know-how used in the performance of the Services.

5. Warranties & Disclaimers

Voxel warrants that the Services will be performed in a commercially reasonable manner consistent with generally accepted industry standards.

EXCEPT AS EXPRESSLY STATED ABOVE, THE SERVICES ARE PROVIDED “AS IS” AND VOXEL DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Voxel does not guarantee traffic, sales, conversions, platform availability, or third-party service continuity.

6. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VOXEL’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRIOR TO THE DISPUTE.

This limitation shall not apply to liability arising from: (a) Voxel’s gross negligence or willful misconduct; (b) fraud; (c) bodily injury or tangible property damage caused by Voxel; or (d) Voxel’s infringement of third-party intellectual property rights.

IN NO EVENT SHALL VOXEL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES.

7. Indemnification

Client Indemnity: The Client shall indemnify and hold harmless Voxel from any claims arising out of Client-provided materials, instructions, or unlawful use of the Services.

Voxel Indemnity: Voxel shall indemnify the Client against third-party claims alleging that the Services, as delivered by Voxel, infringe U.S. intellectual property rights, provided the Client promptly notifies Voxel and allows Voxel to control the defense.

8. Dispute Resolution

8.1 Binding Arbitration

Any dispute shall be resolved by binding arbitration administered by the American Arbitration Association under its Consumer or Commercial Rules, as applicable. Arbitration shall be conducted virtually by default, or in the Client’s county of residence or principal place of business, at the Client’s election.

8.2 Fees

Voxel shall bear arbitration filing and administrative fees beyond what a court filing would cost the Client. Each party bears its own attorneys’ fees unless otherwise required by law.

8.3 Class Action Waiver

All claims must be brought in an individual capacity. The arbitrator may not consolidate claims or award relief to anyone not a party to the arbitration.

8.4 Small Claims Exception

Either party may bring qualifying claims in small claims court instead of arbitration.

9. Governing Law

This Agreement is governed by the laws of the State of Connecticut, except that the laws of the Client’s state of residence shall apply to the extent they provide non-waivable consumer protections.

10. General Provisions

Termination: Either party may terminate for material breach after a 10-day cure period.

Non-Solicitation: Commercial Clients agree not to solicit or hire Voxel personnel for 12 months following project completion. This does not apply to general job postings or consumers.

Severability: If any provision is unenforceable, the remaining provisions remain in full force.