Terms of Service for Metrotechs
Effective Date: July 5, 2025
Last Updated: July 5, 2025
Thank you for choosing Metrotechs. These Terms of Service (“Terms“) form a legally binding agreement between Metrotechs Digital Marketing Agency, LLC (“Metrotechs,” “we,” “us,” or “our“) and you (“Customer,” “you,” or “your“). They govern your access to and use of our websites, applications, subscription platforms, professional‑services deliverables, hosting environments, AI tools, analytics dashboards, and any related features or content (collectively, the “Services“).
By accessing or using any part of the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind such entity.
1. Scope of Services
1.1 Service Offerings
Metrotechs provides:
(a) Web Design & Development (including custom eCommerce, JAMstack, headless CMS, and WordPress solutions);
(b) Cloud Hosting & Infrastructure Management leveraging AWS®, GCP™, and related DevOps tooling;
(c) SEO & Digital Analytics;
(d) Artificial‑Intelligence Consulting & Integrations;
(e) Managed Support, Maintenance, and SaaS Products (collectively, “Service Offerings”). Specific scope, deliverables, service‑level objectives (“SLOs”), and fees may be set out in an order form, statement of work (“SOW”), or subscription plan (each, an “Order”).
1.2 Beta, AI, and Experimental Features
Certain features—especially AI‑driven or beta functionality—may be identified as “Beta” or “Preview.” Beta Features are provided AS IS, may be modified or discontinued at any time, and are excluded from service‑level commitments.
2. Account Registration & Security
You must create an account to use portions of the Services. You agree to: (a) provide accurate, current, and complete information; (b) maintain the confidentiality of your credentials; and (c) promptly notify us of any unauthorized use. You are responsible for all activities that occur under your account.
3. Fees, Payment & Taxes
3.1 Fees & Billing
Fees for subscription plans are billed in advance on a recurring basis; project fees are invoiced as specified in the applicable Order. All payments are due net 15 days unless otherwise stated. Past‑due amounts accrue interest at 1.5 % per month (or the maximum allowed by law).
3.2 Refunds
Except as expressly stated in an Order or under mandatory law, all payments are non‑refundable.
3.3 Taxes
Fees are exclusive of all taxes, duties, or governmental assessments. You are responsible for all such taxes except those based on Metrotechs’ net income.
4. Acceptable Use
You agree not to:
- Violate any applicable law or regulation;
- Infringe, misappropriate, or violate third‑party rights;
- Transmit malware, ransomware, or other harmful code;
- Pen‑test, scan, or reverse‑engineer the Services without our written consent;
- Use the Services to store or transmit Highly Sensitive Personal Data without an executed data‑processing addendum (“DPA”).
We reserve the right to investigate and suspend or terminate accounts for conduct that, in our sole judgment, violates these Terms or our Acceptable Use Policy.
5. Intellectual Property & Licenses
5.1 Our IP
All right, title, and interest in the Services—including software, templates, know‑how, and proprietary methodologies—are and remain the exclusive property of Metrotechs and its licensors.
5.2 Customer Content
“Customer Content” means data, code, text, images, videos, and other materials you submit to the Services. You grant Metrotechs a worldwide, non‑exclusive, royalty‑free license to use, reproduce, modify, and display Customer Content solely to provide and improve the Services and to fulfill an Order. You represent that you have all necessary rights to grant this license.
5.3 Feedback
If you provide feedback or suggestions, Metrotechs may use such feedback without restriction.
6. Confidentiality & Data Security
Each party agrees to protect the other party’s Confidential Information with the same degree of care it uses to protect its own similar information (but not less than reasonable care). Metrotechs maintains administrative, physical, and technical safeguards designed to protect Customer Content as described in our Security Overview.
7. Third‑Party Services & Open‑Source Components
The Services may integrate, or allow you to integrate, third‑party products (e.g., AWS, GCP, Stripe®, Cloudflare®). Metrotechs does not warrant or endorse third‑party services and is not liable for their acts or omissions. Use of open‑source software is subject to the applicable open‑source license terms.
8. Service Levels & Support
If your subscription includes SLOs or uptime commitments, they are set forth in a separate Service Level Addendum (“SLA”). For all other plans, the Services are provided on an “as‑available” basis.
9. Term & Termination
These Terms commence on the Effective Date and continue until terminated: (a) by either party upon 30 days’ written notice; (b) immediately for material breach if such breach remains uncured after 15 days’ notice; or (c) as otherwise stated in an Order. Upon termination, all licenses granted to you cease, and you must cease all use of the Services.
10. Warranties & Disclaimers
EXCEPT AS EXPRESSLY PROVIDED IN AN ORDER, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON‑INFRINGEMENT. RESULTS FROM SEO, AI, OR MARKETING FEATURES ARE NOT GUARANTEED.
11. Limitation of Liability
IN NO EVENT SHALL METROTECHS’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE FEES PAID BY CUSTOMER TO METROTECHS DURING THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT GIVING RISE TO LIABILITY.
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, DATA, OR BUSINESS OPPORTUNITY, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY.
12. Indemnification
You agree to indemnify, defend, and hold harmless Metrotechs, its officers, directors, employees, and agents from and against any claims, damages, liabilities, and expenses arising out of or related to (a) your breach of these Terms, (b) Customer Content, or (c) your use of the Services in violation of law.
13. Modifications to Terms or Services
We may modify these Terms by posting an updated version and providing reasonable advance notice (email or in‑app). Material changes become effective 30 days after notice; non‑material changes are effective immediately. Your continued use after the effective date constitutes acceptance.
14. Governing Law & Dispute Resolution
These Terms are governed by the laws of the State of Texas, without regard to conflict‑of‑laws principles.
Binding Arbitration. Any dispute arising out of or related to these Terms or the Services shall be resolved by confidential, binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The seat of arbitration shall be Dallas County, Texas. Judgment on the award may be entered in any court having jurisdiction. Each party retains the right to seek injunctive or equitable relief in state or federal court in Tarrant County, Texas, to protect its intellectual property or Confidential Information.
15. Export Compliance & Sanctions
You may not use the Services if (a) you are located in a country embargoed by the United States or (b) you are on any U.S. government list of sanctioned parties. You agree to comply with all applicable export‑control laws.
16. Miscellaneous
- Entire Agreement. These Terms, any Orders, and referenced documents constitute the entire agreement.
- Assignment. You may not assign these Terms without Metrotechs’ prior written consent. Metrotechs may assign to an affiliate or in connection with a merger or sale.
- Severability. If any provision is held invalid, the remaining provisions will remain in full force.
- Force Majeure. Neither party is liable for failure to perform due to events beyond its reasonable control.
- Notices. Notices must be in writing and deemed given when delivered by certified mail, overnight courier, or email to the addresses on record.
17. Contact
For questions about these Terms, please contact us at [email protected].
Should you have any questions regarding these Terms, please contact us at [email protected].