Terms of Service for Metrotechs
Effective Date: December 22, 2022
Last Updated: August 5, 2025
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, professional‑services deliverables, hosting environments, AI tools, analytics dashboards, subscription platforms, and any related features or content (collectively, the “Services“). By accessing or using the Services, you accept these Terms and our Privacy Policy.
If you enter these Terms on behalf of an entity, you represent that you have authority to bind that entity. If you lack authority or do not agree, do not use the Services.
1. Scope of Services & Change Management
1.1 Service Offerings
Metrotechs provides, among other capabilities:
- Web Design & Software Development (including custom eCommerce, BigCommerce, Shopify, Ecwid, JAMstack, headless CMS, and WordPress® solutions);
- Cloud Hosting & Infrastructure Management leveraging AWS®, GCP™ and related DevOps tooling;
- SEO & Digital Analytics;
- Artificial‑Intelligence Consulting & Integrations; and
- Managed Support, Maintenance and SaaS products (collectively, “Service Offerings“).
Specific scope, deliverables, service‑level objectives (“SLOs“), hours allocations and fees are defined in an Order Form, Statement of Work (“SOW“) or Subscription Plan (each an “Order“).
1.2 Change Orders & Out‑of‑Scope Work
Work not expressly included in an Order (“Out‑of‑Scope Work“) requires a mutually signed Change Order and is billed at Metrotechs’ then‑current hourly or project rates. Metrotechs may decline Out‑of‑Scope requests.
1.3 Hours Caps (Retainers)
If an Order provides monthly retainer hours, unused hours expire at month‑end; hours in excess are billed at the rate stated in the Order.
1.4 Beta, AI & Experimental Features
Features marked Beta, Preview or similar are provided AS IS, may change at any time, and are excluded from SLOs and uptime commitments.
1.5 Delivery & Acceptance
Deliverables are deemed accepted upon the earlier of: (a) Customer’s production use; or (b) ten (10) days after delivery, unless Customer provides a written, reproducible non‑conformity tied to the Order’s specifications within that period.
2. Accounts, Access & Security
2.1 Account Information & Credentials
You agree to provide accurate information, safeguard credentials, enable multi‑factor authentication where available, and promptly notify Metrotechs of unauthorized use. You are responsible for activity under your accounts.
2.2 System Ownership & Access Boundaries
Unless Metrotechs expressly provides hosting under its own accounts, Customer owns and controls its cloud, DNS, and third‑party vendor accounts (e.g., AWS, Cloudflare, Google, payment processors). Metrotechs acts as an independent contractor to configure and support those systems.
2.3 Operational Hardening
As part of the standard security posture, Metrotechs may implement least‑privilege roles, disable in‑app file editors (e.g., DISALLOW_FILE_EDIT / DISALLOW_FILE_MODS), and apply configuration safeguards. Customer remains the system owner and may request changes in writing.
3. Fees, Payment, Suspension & Taxes
3.1 Fees & Billing
Subscription fees are billed in advance; project fees per the Order schedule. Payment terms are net‑15 unless stated otherwise. Suspension: Metrotechs may suspend Services or withhold deliverables (including keys, source code, repositories, DNS changes, or transitions) on five (5) days’ notice if any invoice is five days past due.
3.2 Late Fees & Interest
Past‑due amounts accrue interest at 1.5% per month (or the maximum allowed by law), plus reasonable collection costs.
3.3 Refunds
Except as expressly stated in an Order or required by law, payments are non‑refundable.
3.4 Taxes
Customer is responsible for all taxes, duties or assessments except taxes on Metrotechs’ net income.
3.5 Payment Disputes; No Set‑Off
Customer must dispute invoices in writing within ten (10) days of receipt, or they are deemed accepted. Customer may not set‑off, withhold, or reduce fees due to claims or disputes.
3.6 Collections
Customer will reimburse reasonable attorneys’ fees and costs incurred by Metrotechs in collecting undisputed, past‑due amounts.
4. Acceptable Use
4.1 Prohibited Conduct
You shall not: (i) violate law; (ii) infringe third‑party rights; (iii) transmit malicious code; (iv) pen‑test, reverse‑engineer, or probe the Services without written consent; (v) circumvent or attempt to circumvent licence keys, API rate‑limits, or technical protection measures; or (vi) store Highly Sensitive Personal Data without an executed Data Processing Addendum. Metrotechs may investigate and suspend or terminate accounts for violations.
4.2 Benchmarking & Competitive Use
Customer will not access the Services to build a competitive product or publish performance benchmarks or comparisons without Metrotechs’ prior written consent.
5. Intellectual Property & Licences
5.1 Metrotechs IP — Ownership Reserved; No Work‑for‑Hire
All right, title, and interest in the Services, deliverables, software, templates, documentation, know‑how, methodologies, designs, workflows, scripts, deployment/automation tooling, and other materials (collectively, “Metrotechs IP“) are and remain the exclusive property of Metrotechs and its licensors. No ownership is assigned or transferred under these Terms. The parties agree that Metrotechs’ professional services are not a “work made for hire”. Any assignment of IP must be in a separate written agreement expressly stating an assignment and signed by both parties.
Background IP. Metrotechs retains all rights in its pre‑existing and generalized libraries, frameworks, utilities, and know‑how (“Background IP“). Nothing in an Order transfers Background IP.
5.2 Licence to Deliverables; Scope & Source Code
Upon full payment of all fees under an Order, Metrotechs grants Customer a perpetual, worldwide, non‑exclusive, non‑transferable, non‑sublicensable licence to use the specific deliverables identified in that Order solely for Customer’s internal business purposes and only on the domains and environments listed in the Order (or, if none are listed, on the specific installation(s) where the deliverables were initially deployed by Metrotechs). Use by third‑party agencies is permitted solely to operate Customer’s systems under Customer’s account and a written duty of confidentiality—no redistribution or reuse.
Unless an Order expressly provides otherwise, deliverables are provided as deployed or in object/executable form; source code is not included. If an Order includes source delivery, Metrotechs may deliver via escrow and release upon payment.
Customer may not sublicense, redistribute, resell, host for third parties, or create derivative works of Metrotechs IP, nor reverse‑engineer, decompile, or modify proprietary deliverables except to the extent expressly permitted by applicable law or an applicable open‑source licence.
5.3 WordPress/Open‑Source Compatibility Rider
To the extent any portion of a deliverable is a derivative work of WordPress core or other GPL‑licensed components, those portions are licensed to Customer under GPL v2 only as required for licence compatibility. All other portions of the deliverables, and all Background IP (including deployment scripts, external services, data pipelines, and documentation), are licensed under Metrotechs’ proprietary licence in §5.2.
5.4 Customer Content
Customer owns its content and data. Customer grants Metrotechs a worldwide, non‑exclusive, royalty‑free licence to use, reproduce, modify, and display Customer Content solely to provide and improve the Services and fulfil Orders. Customer represents it has all necessary rights to grant this licence.
5.5 Feedback
Feedback may be used by Metrotechs without restriction or obligation.
5.6 DMCA / Unauthorized Use
Unauthorized use, copying, or distribution of Metrotechs IP constitutes copyright infringement. Metrotechs may pursue injunctive relief and file DMCA takedown notices without further notice.
5.7 No Implied Licences; No Exclusivity
Except as expressly granted, no rights are implied. Nothing in the Services is exclusive; Metrotechs may develop similar materials for others.
5.8 Licence Compliance & Telemetry; Audit Right
Metrotechs may collect reasonable usage/telemetry data to verify licence compliance and service quality. No more than annually, Metrotechs may conduct a reasonable audit of Customer’s use to verify compliance with licence limits; Customer will cooperate and cure over‑use within ten (10) days or pay applicable fees.
5.9 Proprietary Notices
Customer will not remove, alter, or obscure copyright, trademark, or attribution notices on the Deliverables.
6. Confidentiality, Security & Shared Responsibility
6.1 Confidentiality; Duration
Each party will protect the other’s Confidential Information with at least reasonable care and use it only as permitted under these Terms. Confidentiality obligations survive for five (5) years after termination; trade secrets remain protected for so long as they qualify as trade secrets under applicable law.
6.2 Shared Security Responsibility & Standard of Care
Security is a shared responsibility between Customer as system owner (including cloud, DNS, SaaS, and payment vendors) and Metrotechs as a professional‑services provider. Metrotechs will exercise commercially reasonable efforts and industry‑standard practices appropriate to the agreed scope and budget. No system is 100% secure; Metrotechs does not warrant that Services or deliverables are error‑free or immune from intrusion, malware, or data loss.
6.3 Customer Security Responsibilities
Unless expressly assumed by Metrotechs in an executed SOW, Customer is responsible for: (a) user administration and permissions; (b) timely application of updates/patches to Customer‑owned systems; (c) selection, licensing, and renewal of third‑party plugins/themes/services; (d) credential hygiene and MFA; (e) backup/retention policies; (f) e‑commerce/PCI and privacy compliance; and (g) overall vendor management.
6.4 Third‑Party & Open‑Source Components
Deliverables may incorporate third‑party or open‑source components governed by their own licences. Metrotechs is not responsible for defects, vulnerabilities, or changes in third‑party components or services.
6.5 Client‑Directed Exceptions
If Customer directs Metrotechs to deviate from recommended security practices (e.g., postpone patches, install unvetted extensions, elevate privileges), Metrotechs will document such exceptions. Customer assumes all risks arising from Client‑directed exceptions.
6.6 Incident Response & Cooperation
Upon notice of a suspected incident, each party will reasonably cooperate in investigation and mitigation. Metrotechs’ role is advisory unless an Incident Response SOW is executed. Customer, as data controller/merchant of record, is responsible for required notifications unless otherwise agreed in writing.
6.7 Data Processing
Metrotechs is a service provider/processor to Customer and processes personal data solely on Customer’s instructions. Metrotechs does not sell or share personal data. If required by law, parties will execute a Data Processing Addendum.
6.8 Post‑Engagement Access & Credential Hygiene
Upon completion or termination of Services, Metrotechs will relinquish access credentials reasonably within its control. Customer is responsible for rotating credentials and maintaining security thereafter.
6.9 Subprocessors & Data Location
Metrotechs may use vetted subprocessors to provide the Services and remains responsible for their acts. A current list is available upon request. Customer acknowledges data may be processed in the United States and other regions where Metrotechs or its subprocessors operate.
7. Third‑Party Services, Premium Licences & Open‑Source
Integrations with third‑party services (e.g., AWS, GCP, Stripe®, Cloudflare®) are subject to their own terms. Metrotechs is not liable for third‑party acts or omissions.
Premium Licences. Any third‑party premium licences purchased under Metrotechs’ vendor accounts (e.g., ThemeForest/CodeCanyon, plugin/theme vendors) do not transfer to Customer. For compliance, Metrotechs may remove its purchase codes from Customer systems upon reasonable notice; Customer must procure its own licences for ongoing updates/support.
Open‑source components are governed by the applicable open‑source licences.
8. Service Levels & Support
If Customer’s subscription includes an SLA, it is set out in a separate Service Level Addendum. Otherwise, Services are provided on an as‑available basis.
9. Transition Assistance, Data Portability & Release
9.1 Transition Assistance
Upon termination or at Customer’s request, Metrotechs will provide reasonable transition assistance — including backups, credential pass‑off, and knowledge‑transfer — at the hourly rate and minimum block specified in the Order (or, if none, Metrotechs’ then‑current rate), provided all invoices are paid.
9.2 Data Portability & Retention
Metrotechs will retain Customer Content backups for thirty (30) days after termination. After that period, Metrotechs may permanently delete such data.
9.3 Handover Acknowledgment & Release
Upon delivery of transition materials and Customer’s written acknowledgment of receipt and assumption of ongoing operational and security responsibilities, Metrotechs is released from further obligations related to operation, security, and maintenance of Customer systems.
10. Term & Termination
These Terms commence on the Effective Date and continue until terminated (i) by either party on thirty (30) days’ written notice; (ii) immediately for material breach uncured after fifteen (15) days’ notice; or (iii) as otherwise specified in an Order. Upon termination, all licences to Customer cease, Customer must stop using the Services and remove Metrotechs’ licence keys, and Metrotechs may disable access to proprietary Services.
If termination is due to non‑payment, any licences granted to Customer are suspended until cure.
11. Warranties & Disclaimers
Except as expressly stated in an Order, the Services are provided “AS IS” and “AS AVAILABLE.” Metrotechs disclaims all warranties, including merchantability, fitness for a particular purpose, and non‑infringement. Results from SEO, AI, or marketing features are not guaranteed. Professional information provided as part of the Services is not legal, tax, or compliance advice.
12. Limitation of Liability
To the maximum extent permitted by law, Metrotechs’ aggregate liability arising out of or related to these Terms shall not exceed the fees paid by Customer to Metrotechs in the six (6) months preceding the first incident giving rise to liability. In no event shall either party be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, data, goodwill, or business opportunity.
These limitations apply regardless of the theory of liability, even if a party has been advised of the possibility of such damages.
13. Indemnification
Customer will indemnify, defend, and hold harmless Metrotechs and its affiliates from claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of: (i) Customer’s breach of these Terms; (ii) Customer Content; (iii) Customer’s misuse of the Services or violation of law; (iv) Customer’s failure to maintain credentials, updates, or third‑party licences; (v) Client‑directed security exceptions or configurations contrary to documented recommendations; and (vi) Customer’s e‑commerce/PCI or privacy non‑compliance.
Metrotechs will indemnify Customer for third‑party claims alleging that Metrotechs’ proprietary deliverables (as provided by Metrotechs and used in accordance with these Terms) infringe a U.S. patent, copyright, or trademark. This obligation does not apply to claims arising from Customer modifications, combinations with third‑party materials, or uses not contemplated by the Order. Remedies may include procuring rights, replacing, or modifying the deliverables; if not feasible, Metrotechs may terminate the affected licence with a pro‑rata refund of prepaid fees for the affected portion.
14. Modifications to Terms, Services & APIs
Metrotechs may amend these Terms by posting an updated version and providing reasonable notice (email or in‑app). Material changes take effect thirty (30) days after notice; non‑material changes take effect immediately. Continued use after effectiveness constitutes acceptance.
14.1 Service Changes
Metrotechs may modify the Services to improve reliability, security, or performance.
14.2 Deprecation of Features
For materially incompatible changes to critical features, Metrotechs will use commercially reasonable efforts to provide ninety (90) days’ notice.
14.3 API Changes
Metrotechs may modify or deprecate APIs with reasonable notice. For materially incompatible API changes, Metrotechs will use commercially reasonable efforts to provide at least ninety (90) days’ notice.
15. 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 relating to these Terms or the Services will be resolved by confidential, binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Seat: Collin County, Texas. Judgment may be entered in any court of competent jurisdiction. Either party may seek injunctive relief in state or federal court in Collin County, Texas to protect intellectual property or Confidential Information.
Class‑Action Waiver. Disputes will be adjudicated on an individual basis; class, collective, or representative actions are not permitted.
16. Export Compliance & Sanctions
Customer may not use the Services if located in a U.S.‑embargoed country or on a U.S. sanctioned‑party list. Customer must comply with all applicable export‑control laws.
17. Miscellaneous
Independent Contractor. Metrotechs performs under these Terms as an independent contractor; nothing creates an employment, agency, or joint‑venture relationship.
Order of Precedence. If there is a conflict between these Terms and an Order, the Order controls only for the conflicting subject matter. Handwritten or preprinted purchase‑order terms are void.
No Publicity? Publicity. Metrotechs may list Customer’s name/logo in its customer lists and portfolio. Customer may revoke this right by written notice at any time.
Non‑Solicitation. During the term and twelve (12) months thereafter, Customer will not directly or indirectly solicit for employment or engagement any Metrotechs personnel who worked on the Services, excluding responses to general, non‑targeted ads.
Non‑Disparagement. Each party agrees not to make public statements intended to disparage the other in connection with the Services or any dispute hereunder.
Entire Agreement. These Terms, any Orders, and referenced documents constitute the entire agreement and supersede prior or contemporaneous proposals or communications.
Assignment. Customer may not assign these Terms without Metrotechs’ prior written consent. Metrotechs may assign to an affiliate or in connection with a merger, reorganization, or sale of assets.
Severability. If any provision is held invalid, the remaining provisions remain in force.
Force Majeure. Neither party is liable for failure to perform due to events beyond reasonable control.
Notices. Notices must be in writing and are deemed given when delivered by certified mail, overnight courier, or email to the addresses on record.
Survival. Sections 3 (to the extent of fees due), 4, 5, 6, 7, 9, 11–17 survive termination.
18. Contact
Questions? Email [email protected]