Client Agreement

A Note From Us

We genuinely dislike having to post terms of service or fine print. We are an old-fashioned company with old-fashioned values, and we believe that your word and a handshake should still be enough to build a business relationship on. Sadly, the world we operate in today requires us to document nearly everything, and so we have.

This document is not intended to limit you or work against you in any way. We rarely ever have to reference or enforce anything written here, and we prefer it that way. This agreement exists to protect both of us from the small number of situations where good faith is not enough. In plain terms: be fair to us and we will be fair to you.

Our goal is simple. We want to build you a website that performs well in search engines, delivers an exceptional experience to your visitors, and contributes meaningfully to the growth of your business. We are honored to be your partner in that.

Definitions

Throughout this agreement, the following terms apply:

• "Provider" refers to The i-Concepts and CS Interactive Concepts LTD and all subsidiaries.
• "Client," "you," or "your" refers to the individual or business entity that has agreed to and is using Provider's services.
• "Services" refers to any website development, digital marketing, SEO, or related services provided by the Provider.

User Conduct

By using Provider's services, Client agrees to use them only for their intended purpose and in compliance with all applicable local, state, national, and international laws. Client agrees not to, and will not facilitate any third party to:

• Use Provider's services or any content on Provider-created websites to promote, conduct, or contribute to fraudulent, obscene, pornographic, or illegal activities, including spam, pyramid schemes, or deceptive impersonation.
• Interfere with other users' access to or enjoyment of Provider's services, or harass, defame, or promote hatred toward any individual or group.
• Harvest or collect non-public information about any other user without prior written consent.
• Alter, modify, delete, reverse-engineer, frame, or otherwise disrupt any part of Provider's created websites, services, or content.
• Access or attempt to access any Provider systems, programs, or data not made available for public use, or bypass any security or registration process.
• Copy, distribute, transmit, rent, or sell any portion of the services or content without prior written consent from Provider.
• Use any automated tool, script, bot, or scraper to monitor or extract information from Provider's websites or services.
• Defame the character or services of Provider on any platform, including social media, review sites, or any public forum, in a manner intended to harm Provider's reputation or cost Provider potential business.
• Fail to deliver timely payment for any invoiced or billed services.

Provider is not responsible for the accuracy, usefulness, or intellectual property status of any content submitted by Client. If Provider receives a trademark, copyright, or intellectual property claim regarding Client-supplied content, Provider reserves the right to remove that content immediately until Client provides written proof of ownership or resolution.

Website Platform & Proprietary Infrastructure

All websites developed and managed by Provider are built on a proprietary managed website platform selected and maintained exclusively by Provider. Our platform is not WordPress, nor any open-source website system. Client websites are not built on open-source technology and do not support third-party plugin installations.

Client does not receive access to backend administrative credentials, platform API keys, hosting-level access, or infrastructure configuration details at any time during or after the service engagement. Provider's website platform, infrastructure, and technical architecture are proprietary and are not subject to disclosure to Client, third parties, or third-party tools and services.

Our platform does include an API; however, those credentials are agency-level and tied to our entire managed infrastructure. Sharing them with any third party would compromise the security and integrity of every website under our management. Accordingly, Provider will not share platform credentials, API keys, or backend access with any party under any circumstances, regardless of how the request is submitted or what tool or advisor is making the request.

Any requests to install third-party tools, connect external applications, or perform integrations must be submitted to Provider for evaluation. Provider reserves the right to decline any request that is incompatible with the managed platform, poses a security risk, or conflicts with Provider's infrastructure. Client agrees not to independently attempt to access, modify, or reverse-engineer any aspect of the website's hosting environment, DNS configuration, or platform credentials.

CMS Access & Guidelines

Provider does not grant Client or any third party direct access to the website's Content Management System (CMS). This policy is in place to protect the security, design integrity, SEO structure, and overall performance of your website. Third-party access to the CMS introduces risks including unauthorized modifications, security vulnerabilities, compliance issues, and inconsistencies in branding and user experience that Provider cannot oversee or correct in real time.

All website changes, content updates, code requests, and third-party integration inquiries must be submitted through Provider's official support channel at info@theiconcepts.com or via our Website Change Request Form. For a full explanation of our CMS access policy and the specific reasons we maintain these restrictions, please review our CMS Company Guidelines at theiconcepts.com/cms-guidelines.

Website Ownership & Non-Transferability

Websites built by Provider are hosted on and rely entirely upon Provider's proprietary platform infrastructure. As a result, the website is non-transferable to other hosting providers or third-party platforms. While Client retains ownership of their domain name, all elements of the website, including its design, content structure, code, and assets created by Provider, remain part of Provider's ecosystem for the duration of and following the service relationship.

The following factors make transfer technically and legally infeasible:

• Proprietary Technology: Websites are not built on open-source platforms and rely on Provider's custom infrastructure, which cannot be replicated elsewhere.
• Hosting Environment: The website depends on specific server configurations and dependencies unique to Provider's platform.
• Security Protocols: Security measures integrated into the site are designed specifically for Provider's environment and cannot be moved without compromise.
• Licensing Restrictions: Certain platform elements are licensed exclusively for use within Provider's framework.
• Performance Optimization: The website is optimized for Provider's infrastructure; performance would degrade in a different environment.
• Asset Ownership: Creative assets, proprietary design elements, and copyrighted materials developed by Provider remain the property of Provider.

Upon cancellation or termination of services, the website and all associated design materials will no longer be accessible. Client has up to 60 days following cancellation to reactivate services using their existing website. After 60 days, a reactivation fee applies. In special circumstances, Provider may be able to recover the website for up to 30 additional days beyond the 60-day period for an additional recovery fee.

Content Ownership & Usage Restrictions

All content created, designed, or published by Provider as part of Client's website and marketing services, including but not limited to images, videos, graphics, written copy, SEO content, blog posts, metadata, and related creative materials, is and shall remain the sole property of Provider and its licensors. All rights are reserved.

This includes any custom video content produced by Provider, whether filmed, AI-generated, animated, or edited, as well as all stock images and stock video assets licensed by Provider through paid third-party licensing platforms. These stock assets are licensed exclusively to Provider and are not transferable to Client or any third party. Unauthorized use of licensed stock assets outside of Provider's managed environment may constitute a violation of the original licensing agreement and could expose the infringing party to direct legal action from the licensing company, independent of any action taken by Provider. This restriction applies to Client and any third party acting on Client's behalf, including other web developers or agencies.

Provider's media assets, including images and videos, may contain embedded proprietary metadata and digital identifiers that establish provenance and ownership. These identifiers may be used to detect and document unauthorized use or reproduction of Provider's assets across third-party websites, platforms, and digital environments.

Client is granted a non-transferable, non-exclusive license to use Provider's content solely within their active service term on Provider's platform. Upon cancellation or termination of services, this license expires and Provider reserves the right to remove or retain any content at its discretion. Client may not reproduce, copy, or transfer any such content to another website, platform, or provider without explicit written consent from Provider.

Unauthorized use, distribution, duplication, or reproduction of any website content, including but not limited to images, videos, blog articles, or other intellectual property, is strictly prohibited and may result in legal action, financial penalties, and other remedies necessary to protect Provider's intellectual property rights.

Service Terms & Delivery

Upon signup and receipt of required deposit, Provider will add Client's project to the work queue. Typical turnaround for website development is 14 to 17 business days, though this may vary based on queue volume and project complexity. All media, graphics, and images provided by Client should be high quality and properly labeled. Videos must be uploaded to YouTube or Vimeo only and provided as links, not as files.

Provider will supply a preview link via Provider's support or project management system. It is Client's sole responsibility to log in and review the preview link. Provider does not guarantee that Client's email will properly receive all project communications.

Each project includes up to 2 minor revisions, as defined by Provider, prior to layout approval. Any revisions beyond this, or requests that constitute major changes such as full redesigns, additional pages, or structural changes to design, will be billed separately. Provider reserves the right to determine whether a requested change is minor or major.

Provider does not guarantee website uptime and makes no warranty that services will remain uninterrupted. Provider does not guarantee that website design or data will be backed up. It is Client's sole responsibility to back up any design, data, graphics, or content they wish to retain.

Payment Terms

All services are prepaid on a monthly or annual basis. Website development begins once a 50% deposit has been received. The website will be made live once the remaining balance is paid in full. Any balance still due following signing of the agreement is due within 14 calendar days.

If the balance is not paid within 14 days, a late fee of $25.00 or 3% of the outstanding balance, whichever is greater, will be applied. This late fee will recur every 30 days and will be calculated retroactively from the original agreement date. Provider generally allows a 7-calendar-day grace period on monthly invoices but reserves the right to waive that grace period at any time without notice.

If a payment is returned or fails for any reason, Client's account will be classified as High Risk. High Risk status may result in immediate suspension of all services, forfeiture of any previously applied discounts, full retroactive charges for discounts given, and a requirement to prepay up to 12 months of services in advance before service continues. NSF fees are billed separately and are also subject to late fees if unpaid.

Recurring Payments

For monthly plans, invoices are generated on the anniversary date of each month. Client has a 7-day grace period to pay before service disruption occurs. If you need assistance with billing at any time, please contact us before the due date. Provider tries to be as reasonable as possible with clients who communicate proactively.

By using Provider's services, Client authorizes Provider to debit their financial institution via e-check or credit card for all agreed services. Agreements are for a minimum of 12 months and continue month to month thereafter until formally canceled.

Cancellations

Client may cancel services at any time by submitting a formal written cancellation request via email to info@theiconcepts.com. Voicemails and informal verbal requests will not be accepted as official cancellation. Services will continue and charges will continue to accrue until a written cancellation request has been received and confirmed by Provider.

Upon cancellation, all design work, website assets, and materials created by Provider are forfeited. The website will be taken offline. Client has 60 days from the cancellation date to reactivate with a reactivation fee. After 60 days, Provider may be able to recover the website for up to 30 additional days subject to a recovery fee. After that period, all materials may be permanently deleted.

Refund Policy

All payments for services, including website development, digital marketing, and SEO, are non-refundable. Work begins immediately upon payment, and setup processes are initiated right away. No credits, refunds, or partial refunds will be issued for any reason, including cancellation, dissatisfaction, or change of mind.

Monthly maintenance fees cover hosting, support, maintenance, and management, as well as minor page changes or additions. No refunds are offered for monthly maintenance fees or any prepaid digital marketing or SEO services. All sales are final.

Third-Party Services & Integrations

Provider makes no guarantee that any third-party software, services, applications, or integrations will function correctly alongside Provider's platform now or in the future. Provider holds no responsibility for the performance or availability of any external services, links, or applications connected to or referenced by Client's website.

Provider will not install, integrate, or connect any third-party tool or service that requires access to Provider's platform credentials, API keys, or backend infrastructure. This restriction applies regardless of the nature of the request or who is making it, including third-party advisors, marketing consultants, or other vendors working on behalf of Client.

It is solely Client's responsibility to manage and maintain any third-party services they use independently of Provider, including domain registrars, email providers, and other platforms. Provider does not offer support for third-party services and is not responsible for ensuring compatibility between those services and Provider's platform.

Professional Conduct

Provider believes in treating every person, both clients and team members, with dignity, honesty, and respect. If Client communicates with Provider's staff in a manner that is disrespectful, verbally or written abusive, or otherwise deemed inappropriate, Provider reserves the right to request a change in conduct, place the account under review, or terminate services entirely without refund.

Provider reserves the right to refuse or terminate service to any Client at any time, for any reason, without prior warning and without refund for past, present, or future services.

Modifications to This Agreement

Provider reserves the right to modify these terms at any time, for any reason, without prior notice to Client. Changes take effect immediately upon the next service period. Client's continued use of Provider's services following any modification constitutes acceptance of the updated terms. It is Client's responsibility to review this agreement periodically.

Legal Acceptance & Binding Agreement

By paying a deposit, submitting payment for any service, or continuing to use Provider's services, Client acknowledges that they have read, understood, and agreed to all terms set forth in this Client Agreement. No formal written or signed contract is required for month-to-month services. Payment constitutes acceptance.

This agreement is governed by the terms in effect at the time of each service period. Provider may be referred to as The i-Concepts, CS Interactive Concepts LTD, Interactive Mobile Concepts, or any affiliated trade name operating under the same ownership.

GOVERNING LAW & JURISDICTION

This agreement and any disputes arising from it shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions. Any legal proceedings arising out of or relating to this agreement shall be brought exclusively in the courts located in Los Angeles County, California. Client consents to the personal jurisdiction of such courts and waives any objection to venue in such courts.

LIMITATION OF LIABILITY

To the fullest extent permitted by applicable law, Provider's total cumulative liability to Client for any claims arising out of or related to this agreement, whether based on contract, tort, negligence, strict liability, or any other legal theory, shall not exceed the total amount paid by Client to Provider in the thirty (30) days immediately preceding the event giving rise to the claim. In no event shall Provider be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of revenue, loss of profits, loss of business, or loss of data, even if Provider has been advised of the possibility of such damages.

INDEMNIFICATION

Client agrees to defend, indemnify, and hold harmless Provider, its officers, directors, employees, agents, and successors from and against any and all claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or related to: (a) Client's use of Provider's services; (b) any content, materials, or information submitted by Client; (c) Client's violation of any provision of this agreement; (d) Client's violation of any third-party rights, including but not limited to intellectual property rights, privacy rights, or publicity rights; or (e) any claim that Client's content caused damage to a third party.

FORCE MAJEURE

Provider shall not be held liable for any failure or delay in performance of its obligations under this agreement to the extent such failure or delay is caused by circumstances beyond Provider's reasonable control, including but not limited to acts of God, natural disasters, fire, flood, pandemic, government actions, power outages, internet or server disruptions, third-party platform outages, or any other event outside of Provider's direct control. In the event of a force majeure situation, Provider will make reasonable efforts to resume services as quickly as possible.

DISPUTE RESOLUTION

In the event of any dispute, claim, or controversy arising out of or relating to this agreement, both parties agree to first attempt to resolve the matter through good-faith negotiation. If the dispute cannot be resolved through direct communication within thirty (30) days, both parties agree to submit the matter to non-binding mediation before pursuing any legal action. The cost of mediation shall be shared equally between the parties. Nothing in this section shall prevent either party from seeking emergency injunctive or equitable relief from a court of competent jurisdiction where necessary to prevent irreparable harm.

PRIVACY & DATA HANDLING

Provider collects and handles certain Client information, including business details, login credentials, and content, solely for the purpose of delivering agreed services. Provider does not sell, rent, or share Client information with third parties except as required to perform services or as required by law. For a full explanation of how we handle your data, please review our Privacy Policy at theiconcepts.com/privacy-policy. By using Provider's services, Client acknowledges and consents to the data practices described therein.

PORTFOLIO & TESTIMONIAL RIGHTS

Client grants Provider the right to display Client's completed website and associated work as part of Provider's portfolio, case studies, and marketing materials, including on Provider's website and social media channels. If Client does not wish their website to be used for this purpose, Client must submit a written opt-out request to info@theiconcepts.com within 30 days of the website going live. Provider will honor all opt-out requests received within that window.

WARRANTY DISCLAIMER & SEO RESULTS DISCLAIMER

Provider's services are provided on an "as is" and "as available" basis without warranties of any kind, either express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. Provider makes no warranty that services will meet Client's specific expectations or that results will be error-free or uninterrupted.

Provider makes no guarantee of specific search engine rankings, traffic increases, lead volume, or revenue outcomes as a result of any SEO, digital marketing, or website services. Search engine algorithms, local ranking factors, and digital advertising platforms are controlled by third parties and are subject to change at any time without notice. Results vary based on industry, competition, geographic market, and other factors entirely outside of Provider's control. Any projections or estimates discussed during the sales process are illustrative only and do not constitute a guarantee of performance.

Closing Statement

We appreciate your trust in choosing The i-Concepts as your website and digital marketing partner. Our team works hard to deliver quality, performance, and results for every client we serve. We entered this business because we care about local business owners, and that has not changed.

If you ever have questions about this agreement, your services, or anything related to your account, please reach out to us directly. We would always rather talk through something than have it become a problem.

Email: info@theiconcepts.com Change Requests: theiconcepts.com/website-change-request-form CMS Guidelines: theiconcepts.com/cms-guidelines