Sales Terms & Conditions

Updated January 1, 2023; previous revisions may stand. GuamWEBZ is a brand name of 1-A GuamWEBZ.

GuamWEBZ provides cost effective design and marketing services. To ensure its fees remain competitive, it is essential that all clients are aware of our Terms & Conditions which are displayed online for your convenience. By engaging the services of GuamWEBZ, you automatically accept all of the terms and conditions as stated below. Please do not hesitate to contact a member of the GuamWEBZ team with any concerns or questions relating to the Terms & Conditions prior to employing our services. These Terms & Conditions are subject to change and subject to availability at the sole discretion of GuamWEBZ.

Payments

All and any amounts paid to GuamWEBZ are non-refundable. We never will accept and provide any refunds. Any monies due or paid to GuamWEBZ will not be negotiated and will not be returned or refunded. We do not allow exchanges.

We will exercise our statutory right to claim interest at the rate of 1% per month plus any other amounts we can legally collect for any payments not paid by the Client on time.

If more than what is owed is paid to GuamWEBZ, the balance will remain on your account as a credit, this can be used at any time for any service.

Acceptance of Services

Before most services are carried out on your behalf, your approval to proceed is usually required. Payment of your deposit or towards an initial invoice will be deemed to be your authorization to proceed if funds have been requested from us. If not, such approval must be given in written form – by email or in a letter – Most of our services will not commence until such time as we have received authorization. There are exceptions to this, and from time to time, we will proceed with services if we feel that it is in the best interest of our client and client's project (work). In this case, we will continue with the services, not stop or disturb services, and the client will be obligated for all related costs for said services. GuamWEBZ at its sole discretion may continue services which are up for renewal, with automatic renewal once services are close to are indeed expired. GuamWEBZ engages in automatic continuation of services to keep the client's services going.

Disclaimer

Our customer’s best interests are of paramount importance and will be borne in mind at all times. However, we shall not be liable or responsible for any loss incurred including, but not limited to, loss of profits, loss of business, loss of contract, loss of life, injury, damage to organization brand or image under any circumstances whatsoever whether as a result of the website being down, social media updates, news articles, imagery, video, website, emails sent or any other service provided on your behalf or on behalf of the company.

Hosting

GuamWEBZ takes no responsibility for any website hosted on a server it does not manage or charge for.

If you wish to cancel your website hosting or host your website elsewhere within this minimum term, you are required to settle the outstanding balance you owe, this total is calculated by multiplying the number hosting payments outstanding by the monthly hosting fee, in addition to a one-off transfer or cancellation fee.

GuamWEBZ reserves the right to suspend your website and email accounts over any and all non-payments. It is your responsibility to ensure all invoices are paid on time. GuamWEBZ will make every effort to resolve your non-payment problems, however, it is not their responsibility or liability to do so as this is you as the client responsibility.

GuamWEBZ uses the services of the world’s leading providers when it comes to hosting as this is the safest and professional means of hosting business accounts. Subsequently, GuamWEBZ cannot be held accountable and will accept no responsibility or liability of any kind for any issues you may experience, however, GuamWEBZ will make every effort and attempt to resolve issues that may arise on your behalf. If the issue is caused by the hosting provider, there will be no charge applied to your account from GuamWEBZ. If the issue was caused by you or it is diagnosed as a local issue however, then our standard hourly rate will apply.

Content

Please note that it is the responsibility of the client to provide content for their website. We undertake to design and build the website and once this has been completed, our invoice for carrying out such works will be issued and due. This is regardless of whether website content has been published. This is to protect GuamWEBZ from delays by the client in producing content. All clients will have access to their website to add content as and when they choose. Any such delays can be avoided through the content production services GuamWEBZ offers.

Deposit

Please note that all deposit payments are non-refundable. Such payments are a statement of intent to proceed and cover the cost of materials, software and initial set-up costs which will be incurred on your behalf as soon as your deposit is received. Please note that work will not commence on your project until such time as your deposit has been received by us as cleared funds. Payment of a deposit will be taken as your intention to proceed to completion of the work for which we are engaged and obligates you to make full payment once such work has been completed.

Ownership

Ownership of a website or any work carried out is not transferred until full payment and all monies owed and or to be owed is paid in full to GuamWEBZ. Even if a project is canceled or your website is taken offline due to non-payment, the total amount invoiced and or to be invoiced is still due in full. In most cases, GuamWEBZ owns all the work it produces on behalf of its clients, including all source files.

Additional Work

As a fair, ethical and friendly company, we provide a few hours of work upon our sole discretion for any amendments you may require to your website design and build projects. This should provide sufficient time for us to implement most if not all alterations. As ours is a creative and technical service with potentially endless personal preferences, we cannot continuously entertain client’s change requests.

Cancellations

Any cancellation of services, contracts, invoices, agreements, and the like, as related to sales, whereby the client hired GuamWEBZ for products and/or services, shall rest solely on GuamWEBZ’s discretion. In short, no services, contracts, invoices, agreements, and the like are allowed to be cancelled. If a client requests cancellation, GuamWEBZ will decide to allow the cancellation or not. If the client prefers to not complete, use, or launch services or products produced by GuamWEBZ or if the client decides to cancel a project, the client will still be obligated to pay the full invoice/contract amount for the said services and products (project) regardless if the project comes to completion or not.

On behalf of client

There are certain services which require GuamWEBZ to think and act on behalf of the client. After all, the client hires us expecting expertise, best practice, effective solutions, professional guidance, and advice. In this regard, GuamWEBZ may access certain accounts (such as for Domain Names), make updates (such as for Website Content), and conduct other such actions based on GuamWEBZ’s best judgment in the best interest of the client, in process of conducting the services and providing the products it has been hired to conduct and provide.

Third Party Services and Costs

When quoting or selling services to the client that are provided by third parties, such as G Suite from Google, the price is based on the price form the third party at that given time. For any reason, at any time, the price is changed by the third party, GuamWEBZ will also have to change the pricing, which would become effective within the current invoice, contract, and agreement service period (and for future service periods).

GuamWEBZ Sales Terms & Conditions – Addendum

Effective Date: January 1, 2025

These Sales Terms & Conditions ("Terms") govern all quotations, proposals, estimates, products, services, subscriptions, software, websites, applications, hosting, cloud services, maintenance, consulting, artificial intelligence services, digital solutions, and all other work performed by GuamWEBZ ("GuamWEBZ," "we," "our," or "us") for any client ("Client," "Customer," or "you").

By requesting services from GuamWEBZ, accepting a quotation or proposal, signing an agreement, submitting a purchase order, paying an invoice, authorizing work to begin, or using any products or services provided by GuamWEBZ, the Client agrees to be bound by these Terms & Conditions.

If a separate written agreement signed by both GuamWEBZ and the Client expressly modifies any provision contained herein, the signed agreement shall control only with respect to the conflicting provision. All remaining provisions of these Terms shall continue in full force and effect.

1. Definitions

For purposes of these Terms:

Agreement means these Terms & Conditions together with any proposal, quotation, estimate, statement of work, service agreement, invoice, purchase order accepted by GuamWEBZ, or other written document governing the services.
Client means the individual, business, government agency, organization, corporation, partnership, nonprofit organization, or other entity purchasing products or services from GuamWEBZ.
Services include, but are not limited to:

Website design
Website development
Web applications
Mobile applications
Custom software
Software-as-a-Service (SaaS)
Artificial intelligence solutions
Chatbots
Cloud services
Hosting
Managed hosting
Website maintenance
Technical support
SEO
Digital marketing
UI/UX design
Graphic design
Database development
API integrations
Consulting
Training
Security services
Domain registration assistance
SSL certificate assistance
Content management
System administration
Monitoring
Migration services
Data conversion
Any related digital product or professional service.

Deliverables include all websites, software, applications, databases, reports, graphics, documentation, configurations, code, content, files, designs, systems, and other work products delivered by GuamWEBZ.

2. Acceptance of Terms

The Client accepts these Terms by any of the following:

signing a proposal;
signing a contract;
approving a quotation;
issuing a purchase order;
making payment;
requesting GuamWEBZ to begin work;
accepting delivery of services;
accessing or using any GuamWEBZ product or service; or
otherwise indicating acceptance electronically or verbally.

Electronic approvals, emails, electronic signatures, online approvals, and payment of invoices constitute legally binding acceptance.

3. Entire Agreement

These Terms constitute part of the entire agreement between GuamWEBZ and the Client.
No verbal statement, marketing material, presentation, demonstration, proposal discussion, sales conversation, or prior communication shall modify these Terms unless expressly confirmed in writing by GuamWEBZ.

4. Scope of Services

GuamWEBZ shall provide only those products and services expressly identified within the applicable quotation, proposal, statement of work, invoice, or written agreement.
Any work not specifically described shall be considered outside the project scope.
Examples include, but are not limited to:

additional pages;
additional programming;
integrations;
content writing;
photography;
translation;
accessibility remediation;
search engine optimization;
performance optimization;
security hardening;
data migration;
user training;
documentation;
third-party licensing;
cloud configuration;
server administration.

Such work may be quoted separately.

5. Professional Judgment

Unless otherwise agreed in writing, GuamWEBZ shall determine, in its sole professional judgment:

development methodologies;
software architecture;
programming languages;
frameworks;
libraries;
hosting technologies;
database technologies;
infrastructure;
design approaches;
coding standards;
deployment methods;
project management methodologies; and
technical implementation.

The Client acknowledges that software development is a professional service requiring technical judgment.

6. Quotations

All quotations are estimates only unless expressly stated otherwise.
Unless otherwise stated, quotations remain valid for thirty (30) calendar days.
GuamWEBZ reserves the right to revise quotations after expiration.
Quotations may change due to:

revised requirements;
scope changes;
increased licensing costs;
third-party pricing;
exchange rate fluctuations;
supplier pricing;
government fees;
tax changes;
technology changes;
Client delays.

7. Estimates

Time estimates, schedules, budgets, milestones, completion dates, staffing estimates, implementation plans, and development hours are estimates only.
Software development is inherently unpredictable.
GuamWEBZ shall not be liable for reasonable schedule variations.

8. Orders

An order shall not become binding upon GuamWEBZ until accepted by GuamWEBZ.
GuamWEBZ reserves the right to reject any order at its sole discretion.

9. Right to Refuse Service

GuamWEBZ reserves the right to refuse, suspend, discontinue, postpone, decline, or terminate any project or service where GuamWEBZ reasonably determines that continuation may expose GuamWEBZ to:

legal risk;
regulatory risk;
financial risk;
security risk;
reputational risk;
operational risk;
ethical concerns;
abusive conduct;
fraudulent activity;
unlawful activity; or
any other unreasonable business risk.

10. Client Responsibilities

The Client shall:

provide complete and accurate information;
provide requested content;
provide requested documents;
provide requested credentials;
provide approvals promptly;
designate authorized representatives;
cooperate with GuamWEBZ;
review work promptly;
report concerns promptly;
maintain backups unless otherwise agreed;
verify all information prior to publication.

Failure to do so may delay the project.

11. Authorized Representatives

GuamWEBZ may rely upon instructions, approvals, revisions, and decisions provided by any individual reasonably believed to represent the Client.
The Client shall remain responsible for such instructions.

12. Single Point of Contact

GuamWEBZ may require the Client to appoint a primary project representative.
Instructions provided by such representative shall be deemed binding upon the Client.

13. Client Delays

Project schedules assume timely cooperation.
GuamWEBZ shall not be responsible for delays resulting from:

delayed approvals;
delayed content;
delayed payments;
delayed meetings;
delayed decisions;
unavailable personnel;
unavailable vendors;
incomplete information;
conflicting instructions;
government approvals;
procurement delays;
regulatory delays.

Project completion dates shall automatically extend by the duration of such delays.

14. Dormant Projects

Projects remaining inactive because of Client inaction for more than ninety (90) consecutive days may be deemed dormant.
GuamWEBZ may:

suspend work;
archive project materials;
reallocate project resources;
revise pricing;
require a restart fee; or
treat resumed work as a new project.

15. Change Requests

Any request outside the agreed scope constitutes a Change Request.
Examples include:

new functionality;
additional pages;
redesigns;
new reports;
new integrations;
workflow changes;
revised requirements;
additional meetings;
additional testing;
additional documentation.

GuamWEBZ may issue a revised quotation before proceeding.

16. Client Materials

The Client represents that all content, text, graphics, logos, trademarks, photographs, videos, software, documents, databases, and other materials supplied to GuamWEBZ are lawfully owned or properly licensed.
The Client accepts sole responsibility for all supplied materials.
GuamWEBZ has no obligation to verify ownership.

17. Client Content Review

The Client is solely responsible for reviewing all deliverables before publication, deployment, or production use.
This includes:

spelling;
grammar;
calculations;
pricing;
addresses;
telephone numbers;
links;
legal notices;
forms;
workflows;
reports;
translations;
content;
images;
videos;
downloadable files.

Failure to identify errors before approval shall constitute acceptance.

18. Communications

Email shall constitute an acceptable form of written communication.
Electronic communications may include:

email;
project management systems;
support portals;
client portals;
ticketing systems;
online approvals;
digital signatures;
messaging systems approved by GuamWEBZ.

Such communications shall have the same legal effect as paper communications.

19. Meetings

Unless otherwise agreed, meetings are limited to those included within the applicable proposal.
Additional meetings may be billable.

20. Payment Terms

Invoices are payable according to the payment terms stated on the applicable quotation, proposal, agreement, or invoice.
Failure to receive an invoice does not relieve the Client of its payment obligations.

21. Deposits

GuamWEBZ may require deposits before commencing work.
Deposits are earned upon receipt and permit GuamWEBZ to allocate personnel, schedule work, procure software, reserve resources, and begin project planning.
Unless expressly stated otherwise in writing, deposits are non-refundable.

22. Late Payments

Invoices not paid by their due date may accrue interest at the maximum rate permitted by applicable law.
GuamWEBZ may suspend all work until outstanding balances are paid.

23. Collection Costs

The Client agrees to reimburse GuamWEBZ for all reasonable costs incurred in collecting overdue amounts, including attorney's fees, court costs, collection agency fees, investigation costs, filing fees, and other reasonable collection expenses, to the extent permitted by law.

24. Partial Payments

Acceptance of partial payment shall not waive GuamWEBZ's right to collect the remaining balance.

25. Returned Payments

Returned checks, reversed electronic payments, chargebacks, or declined transactions may be subject to administrative fees and collection costs.

26. Taxes

Unless expressly stated otherwise, all prices exclude applicable taxes, duties, government fees, permits, assessments, withholding taxes, customs charges, and similar governmental charges.
The Client shall remain responsible for all applicable taxes except taxes based solely upon GuamWEBZ's net income.

27. Suspension of Services

GuamWEBZ may suspend any service immediately if:

payment becomes overdue;
fraudulent activity is suspected;
unlawful activity is suspected;
security risks exist;
misuse occurs;
excessive resource usage occurs;
continued service may expose GuamWEBZ to liability.

Service suspension shall not relieve the Client of payment obligations.

28. Project Commencement
Project commencement dates are estimates only and depend upon:

receipt of required deposits;
executed agreements;
required information;
project scheduling;
resource availability;
third-party dependencies.

GuamWEBZ does not guarantee immediate commencement of services.

GuamWEBZ Sales Terms & Conditions

Intellectual Property, Software Development, Hosting, AI, Maintenance, Security & Data

29. Intellectual Property

Unless expressly stated otherwise in a written agreement signed by GuamWEBZ, GuamWEBZ retains ownership of all intellectual property created, developed, owned, licensed, or used by GuamWEBZ in connection with providing the Services.
This includes, without limitation:

source code;
object code;
software architecture;
software frameworks;
reusable modules;
templates;
themes;
layouts;
programming techniques;
automation scripts;
workflows;
AI prompts;
prompt libraries;
algorithms;
APIs developed by GuamWEBZ;
databases;
utilities;
documentation;
internal tools;
deployment scripts;
development environments;
build systems;
trade secrets;
know-how;
proprietary methodologies;
design systems;
development standards; and
all derivative works thereof.

Nothing contained herein transfers ownership of GuamWEBZ's proprietary technology.

30. Ownership of Deliverables

Unless otherwise agreed in writing, ownership of final Deliverables expressly identified within the applicable proposal transfers to the Client only after GuamWEBZ has received full payment of all invoices relating to the project.
Until payment is received in full:

ownership remains with GuamWEBZ;
licenses remain revocable;
GuamWEBZ may suspend delivery;
GuamWEBZ may disable hosted services where legally permitted.

31. License Pending Payment

Prior to full payment, GuamWEBZ grants only a temporary, limited, non-exclusive, non-transferable, revocable license to evaluate the Deliverables.
This license automatically terminates upon material breach by the Client.

32. Proprietary Materials

Nothing contained within any Deliverable transfers ownership of GuamWEBZ's:

reusable software;
libraries;
utilities;
internal frameworks;
coding standards;
AI workflows;
templates;
automation tools;
deployment procedures;
DevOps pipelines;
development processes;
proprietary documentation;
internal knowledge.

These remain exclusively owned by GuamWEBZ.

33. Internal Development Tools

GuamWEBZ may use proprietary development tools created before, during, or after the project.
Such tools remain the exclusive property of GuamWEBZ regardless of whether they were utilized while performing Services for the Client.

34. General Knowledge

Nothing within these Terms prevents GuamWEBZ from using ideas, concepts, skills, experience, know-how, programming methods, design concepts, workflows, techniques, or general knowledge acquired during the project, provided Client Confidential Information is not disclosed.

35. Similar Work

The Client acknowledges that GuamWEBZ may perform similar work for other clients.
Nothing herein grants the Client exclusivity regarding software functionality, workflows, layouts, navigation concepts, programming techniques, or business processes unless expressly agreed in writing.

36. Feedback

Any comments, suggestions, recommendations, feature requests, ideas, corrections, or improvements submitted by the Client may be used by GuamWEBZ without restriction or compensation unless otherwise agreed in writing.

37. Source Code

Unless specifically included within the applicable agreement, GuamWEBZ has no obligation to deliver:

source code;
Git repositories;
development repositories;
CI/CD pipelines;
build systems;
development environments;
deployment scripts;
internal documentation;
software architecture documentation;
development notes.

38. Development Environment

The Client has no right to access GuamWEBZ's:

internal servers;
project repositories;
staging environments;
development environments;
engineering documentation;
ticketing systems;
project management systems;
internal communication platforms.

39. Open Source Software

GuamWEBZ may incorporate open-source software where appropriate.
Such software remains governed by its respective open-source licenses.
GuamWEBZ makes no representation beyond those provided by the applicable license.

40. Third-Party Software

Projects may include software, plugins, APIs, themes, libraries, cloud services, AI services, payment gateways, mapping services, analytics platforms, authentication providers, communication platforms, or other third-party products.
Such products remain subject to their own licenses and terms.

41. Third-Party Changes

GuamWEBZ shall not be responsible for changes made by third parties including:

API changes;
pricing changes;
discontinued services;
feature removal;
browser changes;
operating system changes;
cloud provider changes;
AI provider changes;
hosting provider changes;
search engine changes.

Any resulting work shall constitute additional services.

42. Third-Party Availability

GuamWEBZ does not warrant that third-party services will remain available during or after project completion.

43. Browser Compatibility

Unless otherwise agreed, GuamWEBZ targets current mainstream browser versions at the time of development.
GuamWEBZ does not guarantee compatibility with obsolete browsers or future browser releases.

44. Device Compatibility

Minor differences in appearance may exist across:

desktop computers;
laptops;
tablets;
mobile devices;
operating systems;
browsers;
screen resolutions;
accessibility settings.

Such differences shall not constitute defects.

45. Future Compatibility

Technology changes continuously.
GuamWEBZ shall not be responsible for modifications required because of future:

browser updates;
operating system updates;
server software updates;
API changes;
AI platform changes;
cloud platform changes;
third-party product changes.

46. Software Development

Software development is an iterative engineering process.
The Client acknowledges that software cannot reasonably be guaranteed to be entirely free of defects.
Minor defects which do not materially impair intended functionality shall not constitute breach.

47. Known Issues

GuamWEBZ may deliver software containing known minor issues that do not materially affect intended operation.

48. Professional Standards

GuamWEBZ shall perform Services using commercially reasonable professional standards.
No obligation to achieve perfection is created.

49. Acceptance by Use

Public deployment, production use, commercial operation, or active use of any Deliverable shall constitute acceptance by the Client.

50. Client Testing

The Client shall conduct reasonable testing before using any Deliverable in production.
Failure to test shall not transfer responsibility to GuamWEBZ.

51. AI Services

GuamWEBZ may utilize artificial intelligence technologies when providing Services.
The Client acknowledges that AI-generated material may contain inaccuracies, omissions, outdated information, bias, fabrication, or other errors.

52. Human Review

All AI-generated outputs require independent human review before use.
The Client assumes full responsibility for verifying AI-generated information.

53. AI Copyright

GuamWEBZ makes no warranty regarding copyright ownership or legal protection of AI-generated content unless expressly stated in writing.

54. AI Regulations

GuamWEBZ does not warrant compliance with future laws governing artificial intelligence enacted after project delivery.

55. Hosting Services

Hosting services are provided subject to reasonable operational limitations.
GuamWEBZ reserves the right to upgrade infrastructure, replace hardware, migrate servers, improve security, or modify hosting architecture.

56. Fair Resource Usage

GuamWEBZ may establish reasonable limits regarding:

processor usage;
memory usage;
bandwidth;
storage;
database resources;
email volume;
file storage;
network traffic.

Excessive usage may require service upgrades.

57. Emergency Maintenance

GuamWEBZ may perform emergency maintenance without prior notice where reasonably necessary to protect systems, infrastructure, clients, or security.

58. Scheduled Maintenance

Routine maintenance may temporarily interrupt services.
Such interruptions shall not constitute breach.

59. Domains

Where GuamWEBZ assists with domain registration, the Client remains responsible for:

registration accuracy;
renewal;
registrar compliance;
ownership information;
transfer approvals.

GuamWEBZ does not guarantee domain availability.

60. DNS

DNS propagation may require up to several days depending upon worldwide internet infrastructure.
GuamWEBZ shall not be responsible for delays associated with DNS propagation.

61. SSL Certificates

GuamWEBZ shall not be liable for outages caused by:

expired certificates;
revoked certificates;
certificate authority issues;
client failure to approve renewals;
third-party certificate providers.

62. Email Services

GuamWEBZ makes no guarantee regarding:

inbox delivery;
spam filtering;
email reputation;
blacklist status;
delivery timing.

63. Search Engines

GuamWEBZ makes no representation regarding:

Google rankings;
Bing rankings;
indexing;
search visibility;
search algorithm changes.

Search engine placement is controlled by third parties.

64. Maintenance Services

Maintenance services include only those expressly identified within the applicable maintenance agreement.
Any work outside the maintenance agreement shall be separately billable.

65. Unauthorized Modifications

GuamWEBZ shall not be responsible for problems arising from modifications made by:

the Client;
Client employees;
third-party developers;
hosting companies;
contractors;
consultants.

Such modifications may void applicable warranties or support.

66. Legacy Systems

Unless expressly agreed otherwise, GuamWEBZ has no obligation to support obsolete hardware, unsupported operating systems, discontinued software, or legacy technologies.

67. Cybersecurity

GuamWEBZ employs commercially reasonable security practices.
However, no computer system can be guaranteed completely secure.

68. Security Events

GuamWEBZ shall not be liable for:

hacking;
malware;
ransomware;
phishing;
denial-of-service attacks;
credential theft;
brute force attacks;
zero-day exploits;
nation-state cyberattacks;
advanced persistent threats;
internet-wide attacks.

69. Security Recommendations

Where GuamWEBZ recommends security improvements which the Client declines to implement, GuamWEBZ shall not be responsible for resulting security incidents.

70. Password Security

The Client is solely responsible for safeguarding:

usernames;
passwords;
API keys;
authentication credentials;
encryption keys;
multi-factor authentication devices.

71. Monitoring Services

Monitoring services constitute commercially reasonable efforts to detect issues.
Monitoring does not guarantee detection of every outage, attack, vulnerability, or failure.

72. Backups

Unless expressly included within the applicable agreement, GuamWEBZ has no obligation to maintain backups.
The Client remains responsible for maintaining independent backups of all business-critical information.

73. Data Loss

GuamWEBZ shall not be liable for:

accidental deletion;
corruption;
hardware failure;
cloud failure;
storage failure;
database corruption;
third-party failures;
internet failures;
malicious attacks.

74. Data Migration

Data migrations may reveal:

duplicate records;
corrupted records;
inconsistent formatting;
incomplete information;
obsolete information.

GuamWEBZ does not warrant perfect migration results.

75. File Retention

Unless otherwise agreed, GuamWEBZ may archive or permanently delete inactive project materials, backups, development environments, logs, temporary files, staging environments, and related project records following GuamWEBZ's standard retention practices.

GuamWEBZ Sales Terms & Conditions

Warranties, Liability, Indemnification, Confidentiality & Legal Protections

76. No Guarantee of Business Results

GuamWEBZ does not guarantee that any product or service will result in increased sales, revenue, profitability, customer acquisition, lead generation, market share, search engine rankings, business growth, investment returns, grant awards, regulatory approvals, government contract awards, or any other business outcome.
Business success depends upon numerous factors outside GuamWEBZ's control.

77. No Guarantee of Performance Metrics

Unless expressly agreed in writing, GuamWEBZ does not guarantee:

website traffic;
conversion rates;
click-through rates;
advertising performance;
SEO rankings;
application response times;
server response times;
uptime percentages;
database performance;
artificial intelligence accuracy;
user adoption;
customer engagement.

78. "AS IS" Services

Except as expressly stated in a written agreement signed by GuamWEBZ, all products and services are provided on an "AS IS," "AS AVAILABLE," and "WITH ALL FAULTS" basis.

79. Disclaimer of Warranties

To the fullest extent permitted by applicable law, GuamWEBZ disclaims all warranties, whether express, implied, statutory, or otherwise, including, but not limited to:

merchantability;
fitness for a particular purpose;
non-infringement;
uninterrupted operation;
error-free operation;
compatibility;
availability;
reliability;
completeness;
accuracy.

80. No Professional Advice

GuamWEBZ does not provide:

legal advice;
accounting advice;
tax advice;
engineering advice;
architectural advice;
financial advice;
investment advice;
medical advice;
insurance advice;
regulatory advice.

The Client shall consult qualified professionals where appropriate.

81. Client Business Decisions

The Client is solely responsible for all business decisions made using GuamWEBZ's products, software, reports, dashboards, artificial intelligence outputs, analytics, recommendations, or consulting services.

82. Mission-Critical Systems

Unless expressly agreed in writing, GuamWEBZ's products and services are not designed, certified, or intended for use in:

life-support systems;
emergency dispatch systems;
military weapons systems;
aviation navigation;
air traffic control;
nuclear facilities;
medical diagnosis;
medical treatment;
autonomous vehicles;
hazardous industrial operations;
any environment where failure could reasonably result in death, bodily injury, or catastrophic property damage.

83. Limitation of Liability

To the fullest extent permitted by law, GuamWEBZ shall not be liable for any indirect, incidental, consequential, exemplary, punitive, special, or enhanced damages arising from or relating to the Services, regardless of the legal theory asserted.

84. Excluded Damages

Without limiting the foregoing, GuamWEBZ shall not be liable for:

lost profits;
lost revenue;
lost business;
lost contracts;
lost opportunities;
loss of goodwill;
reputational damage;
business interruption;
loss of anticipated savings;
loss of customers;
loss of productivity;
downtime;
data loss;
data corruption;
software corruption;
hardware failure;
regulatory penalties;
government fines;
tax consequences;
procurement consequences;
lost grant funding;
procurement disqualification;
procurement delays.

85. Aggregate Liability

To the fullest extent permitted by law, GuamWEBZ's total cumulative liability arising from any and all claims shall not exceed the total amount actually paid by the Client to GuamWEBZ for the specific Services giving rise to the claim during the twelve (12) months immediately preceding the event giving rise to the claim.

86. Single Recovery

The Client shall not recover multiple times for the same loss under different legal theories.

87. Duty to Mitigate

The Client shall take reasonable steps to minimize any alleged damages.
Failure to mitigate damages shall reduce any recovery to the extent permitted by law.

88. Opportunity to Cure

Before commencing legal proceedings, the Client shall provide GuamWEBZ written notice describing the alleged deficiency and shall allow GuamWEBZ a reasonable opportunity to investigate and, where appropriate, correct the issue.

89. Notice of Claims

The Client shall notify GuamWEBZ in writing of any claim within thirty (30) days after discovering the circumstances giving rise to the claim or within such longer period as may be required by applicable law.
Failure to provide timely notice may limit available remedies to the extent permitted by law.

90. Limitation Period

To the fullest extent permitted by law, any legal action arising out of the Services must be commenced within one (1) year after the cause of action accrues.

91. Indemnification

The Client shall defend, indemnify, and hold harmless GuamWEBZ, its owners, officers, directors, employees, contractors, subcontractors, affiliates, successors, assigns, and agents from and against all claims, demands, lawsuits, liabilities, damages, judgments, settlements, penalties, fines, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to:

the Client's business;
the Client's products;
the Client's services;
Client content;
Client data;
Client negligence;
Client misuse;
Client violations of law;
infringement caused by Client materials;
instructions provided by the Client;
unauthorized modifications made by the Client;
use of the Deliverables by the Client.

92. Client Content Claims

The Client shall indemnify GuamWEBZ against claims involving:

copyright infringement;
trademark infringement;
defamation;
privacy violations;
false advertising;
deceptive trade practices;
unlawful content;
intellectual property disputes relating to Client-provided materials.

93. Third-Party Claims

GuamWEBZ shall not be responsible for claims arising from products or services supplied by third parties.

94. Confidential Information

Each party shall exercise reasonable care to protect confidential information received from the other.
However, GuamWEBZ's obligations shall not apply to information that:

becomes publicly available without breach;
was already lawfully known;
is independently developed;
is lawfully obtained from another source;
must be disclosed by law.

95. GuamWEBZ Confidential Information

The following constitute GuamWEBZ confidential information whether or not marked confidential:

pricing methodologies;
pricing models;
internal documentation;
software architecture;
source code;
repositories;
security procedures;
engineering documentation;
development methodologies;
internal workflows;
DevOps procedures;
infrastructure diagrams;
AI prompts;
automation systems;
deployment methods;
client management procedures;
proprietary business processes.

96. Non-Disclosure

The Client shall not disclose GuamWEBZ confidential information without GuamWEBZ's prior written consent except where required by law.

97. Reverse Engineering

Except where prohibited by applicable law, the Client shall not:

reverse engineer;
decompile;
disassemble;
decode;
analyze;
reproduce;
copy;
derive source code from;
circumvent technical protections within;

any proprietary GuamWEBZ software or technology.

98. Security Testing

The Client shall not conduct penetration testing, vulnerability scanning, stress testing, denial-of-service testing, or other security testing against GuamWEBZ infrastructure without GuamWEBZ's prior written authorization.

99. Public Statements

Unless otherwise agreed in writing, neither party shall represent that it is acting as an authorized spokesperson for the other party.

100. Portfolio Rights

Unless prohibited by a written agreement or applicable law, GuamWEBZ may identify the Client as a customer and may display:

the Client's name;
logos;
screenshots;
project descriptions;
publicly available website images;
completed work;

within GuamWEBZ's website, proposals, marketing materials, social media, presentations, award submissions, and portfolios.

101. Testimonials

Any testimonial voluntarily provided by the Client may be used by GuamWEBZ for promotional purposes unless otherwise agreed in writing.

102. Business Relationship

Nothing contained herein creates:

a partnership;
joint venture;
agency relationship;
employment relationship;
fiduciary relationship;
franchise relationship.

GuamWEBZ acts solely as an independent contractor.

103. Independent Contractor

GuamWEBZ shall determine the manner, method, personnel, scheduling, and means of performing the Services.

104. Subcontractors

GuamWEBZ may engage subcontractors, consultants, cloud providers, hosting providers, freelancers, suppliers, or other service providers to perform portions of the Services.
GuamWEBZ remains responsible for coordinating such resources.

105. Assignment

The Client may not assign, transfer, delegate, or subcontract its rights or obligations under these Terms without GuamWEBZ's prior written consent.
GuamWEBZ may assign these Terms to an affiliate, successor, or purchaser of substantially all of its assets.

106. Force Majeure

GuamWEBZ shall not be liable for delays or failures caused by events beyond its reasonable control, including:

typhoons;
hurricanes;
earthquakes;
floods;
fires;
pandemics;
epidemics;
war;
terrorism;
riots;
labor disputes;
utility failures;
internet outages;
cloud outages;
cyberattacks;
acts of government;
import restrictions;
transportation failures;
supply chain disruptions;
shortages of labor or materials;
failures of third-party service providers.

Performance shall be suspended for the duration of the Force Majeure event.

107. Regulatory Changes

GuamWEBZ shall not be responsible for modifying Deliverables due to changes in laws, regulations, standards, procurement requirements, accessibility standards, or governmental policies enacted after delivery unless separately contracted.

108. Government Clients

Government agencies remain solely responsible for compliance with:

procurement laws;
procurement regulations;
open records laws;
public notice requirements;
accessibility laws;
records retention laws;
cybersecurity mandates;
procurement approvals;
budget approvals.

109. Open Records

GuamWEBZ makes no representation regarding whether project materials are subject to public disclosure laws.
The Client shall determine its own legal obligations.

110. Severability

If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

111. No Waiver

Failure by GuamWEBZ to enforce any provision shall not constitute a waiver of any right.
Any waiver must be in writing.

112. Cumulative Remedies

All rights and remedies available to GuamWEBZ are cumulative and may be exercised independently or together.

113. Electronic Records

Electronic records maintained by GuamWEBZ, including server logs, invoices, project records, ticket histories, support records, emails, approval records, deployment logs, monitoring records, and audit logs, may be relied upon as evidence of the Services performed, communications exchanged, and project activities, subject to applicable rules of evidence.

114. Electronic Notices

Notices sent by email to the Client's last known email address shall be deemed received on the date transmitted unless returned as undeliverable.

115. Survival

The following provisions survive completion, suspension, expiration, or termination of the Services:

payment obligations;
confidentiality;
intellectual property;
ownership;
limitations of liability;
indemnification;
dispute resolution;
attorneys' fees;
governing law;
provisions intended by their nature to survive.

116. Headings

Section headings are provided solely for convenience and shall not affect interpretation of these Terms.

117. No Third-Party Beneficiaries

These Terms are intended solely for the benefit of GuamWEBZ and the Client.
No third party shall have any right to enforce these Terms.

118. Interpretation

The parties acknowledge that these Terms have been negotiated as a whole.
No presumption shall arise solely because one party prepared or drafted these Terms, to the extent permitted by applicable law.

GuamWEBZ Sales Terms & Conditions

Hosting, Managed Services, Support, Website Services, AI, Operational Policies & Final Provisions

119. Managed Services

Where GuamWEBZ provides managed services, GuamWEBZ shall determine the operational methods, monitoring tools, maintenance schedules, security procedures, and support processes used in delivering such services.
Managed services do not constitute a guarantee that every incident, outage, vulnerability, defect, or security event will be detected, prevented, or corrected.

120. Service Interruptions

The Client acknowledges that temporary interruptions may occur due to:

scheduled maintenance;
emergency maintenance;
software updates;
security patches;
infrastructure upgrades;
cloud provider maintenance;
internet routing issues;
DNS propagation;
hardware replacement;
utility failures;
cyber incidents;
third-party failures.

Such interruptions shall not constitute a breach of these Terms.

121. Support Services

Unless otherwise provided under a separate written support agreement, GuamWEBZ shall provide support only for products and services originally supplied by GuamWEBZ.
Support does not include troubleshooting issues caused by:

third-party modifications;
Client modifications;
unsupported software;
unsupported hardware;
internet service providers;
cloud providers not managed by GuamWEBZ;
malware infections;
user error.

122. Support Requests

Support requests shall be submitted through GuamWEBZ's designated support channels.
GuamWEBZ may prioritize requests based upon severity, operational impact, contractual obligations, resource availability, and business continuity.

123. Emergency Services

Emergency support requested outside normal business hours, on weekends, or on holidays may be billed at GuamWEBZ's then-current emergency service rates unless otherwise provided under a written agreement.

124. Maintenance Windows

GuamWEBZ may establish maintenance windows for routine maintenance, upgrades, security updates, backups, server optimization, infrastructure improvements, and system testing.

125. Website Content

Unless expressly included within the applicable agreement, GuamWEBZ is not responsible for creating, proofreading, translating, updating, or maintaining website content.
The Client is solely responsible for ensuring that all content is accurate, complete, current, lawful, and suitable for publication.

126. Legal Content

GuamWEBZ does not provide legal review of:

Terms & Conditions;
Privacy Policies;
Cookie Policies;
Accessibility Statements;
Copyright Notices;
Employment Policies;
Regulatory Notices;
Legal Disclaimers.

The Client is responsible for obtaining independent legal advice where appropriate.

127. Accessibility

Unless expressly contracted in writing, GuamWEBZ does not warrant compliance with:

ADA;
WCAG;
Section 508;
EN 301 549;
or other accessibility standards.

Accessibility testing and remediation constitute separate professional services unless expressly included.

128. Search Engine Optimization

Search engine optimization involves factors outside GuamWEBZ's control.
GuamWEBZ does not guarantee:

first-page rankings;
specific keyword rankings;
indexing;
search traffic;
search visibility;
search engine placement;
search engine acceptance.

129. Advertising Platforms

GuamWEBZ is not responsible for:

advertising platform policies;
account suspensions;
advertising disapprovals;
advertising costs;
audience reach;
campaign performance;
algorithm changes.

130. Social Media Platforms

GuamWEBZ shall not be responsible for actions taken by social media platforms including:

account suspensions;
account removals;
content removals;
policy changes;
algorithm changes;
feature changes;
advertising restrictions.

131. Third-Party Accounts

Where GuamWEBZ manages third-party services on behalf of the Client, ownership and continued availability of such accounts remain subject to the applicable third-party provider.
GuamWEBZ cannot guarantee continued access to third-party accounts.

132. Client Credentials

The Client shall promptly provide all credentials reasonably required to perform the Services.
GuamWEBZ shall not be responsible for delays resulting from missing, incomplete, or incorrect credentials.

133. Credential Changes

If the Client changes passwords, authentication methods, API keys, security settings, or administrator accounts without notifying GuamWEBZ, GuamWEBZ shall not be responsible for resulting delays, interruptions, or service failures.

134. Data Accuracy

GuamWEBZ is entitled to rely upon information supplied by the Client.
GuamWEBZ has no duty to independently verify the accuracy, completeness, legality, ownership, or authenticity of information provided by the Client.

135. Data Validation

Unless expressly included within the project scope, GuamWEBZ shall not be responsible for validating imported, migrated, uploaded, or manually entered data.

136. Data Retention

Following completion or termination of Services, GuamWEBZ may delete project data, backups, logs, temporary files, emails, databases, development environments, and related materials in accordance with GuamWEBZ's internal retention policies unless otherwise agreed in writing.
The Client is responsible for obtaining copies of all required information before termination of Services.

137. Disaster Recovery

GuamWEBZ may maintain disaster recovery procedures.
However, GuamWEBZ does not guarantee uninterrupted service or complete restoration following catastrophic events.

138. Business Continuity

Business continuity planning by GuamWEBZ shall not be construed as a guarantee that Services will remain continuously available under all circumstances.

139. Security Recommendations

GuamWEBZ may recommend security enhancements, upgrades, software updates, password policies, multi-factor authentication, backup improvements, infrastructure improvements, or other security measures.
The Client assumes responsibility for risks resulting from declining such recommendations.

140. Security Compliance

Unless expressly agreed in writing, GuamWEBZ does not warrant compliance with any specific cybersecurity framework, including but not limited to:

NIST;
ISO 27001;
SOC 2;
CIS Controls;
PCI DSS;
HIPAA;
CJIS;
FedRAMP.

Compliance services must be separately contracted.

141. Client Systems

GuamWEBZ is not responsible for failures arising from:

Client hardware;
Client servers;
Client workstations;
Client mobile devices;
Client printers;
Client scanners;
Client networks;
Client firewalls;
Client internet connections.

142. Vendor Products

GuamWEBZ may recommend products or services offered by third parties.
Such recommendations shall not constitute warranties or endorsements of those products or services.

143. Technology Evolution

Technology evolves rapidly.
GuamWEBZ reserves the right to discontinue, replace, upgrade, redesign, or modify technologies, methodologies, software platforms, hosting infrastructure, development tools, deployment methods, artificial intelligence platforms, security tools, and operational procedures used in providing the Services.

144. Staffing

GuamWEBZ may assign, replace, or reassign employees, contractors, engineers, designers, developers, project managers, or consultants at its sole discretion.

145. Business Hours

Unless otherwise agreed in writing, GuamWEBZ's standard business hours govern normal service delivery.
Services requested outside normal business hours may be subject to additional fees.

146. Holidays

Project schedules may be adjusted to account for recognized company holidays, emergency office closures, natural disasters, or unforeseen operational interruptions.

147. Non-Solicitation

During the term of the engagement and for twelve (12) months thereafter, the Client shall not knowingly solicit for employment or directly hire any GuamWEBZ employee or contractor who materially participated in the Services without GuamWEBZ's prior written consent.
This provision shall not apply to general employment advertisements not specifically directed toward GuamWEBZ personnel.

148. Non-Circumvention

The Client shall not knowingly bypass GuamWEBZ to directly engage subcontractors, consultants, vendors, or specialists introduced by GuamWEBZ for the purpose of avoiding payment of GuamWEBZ's fees.

149. Audit Requests

Unless required by applicable law or expressly agreed in writing, GuamWEBZ shall have no obligation to permit:

source code audits;
security audits;
financial audits;
infrastructure inspections;
engineering reviews;
penetration testing;
operational audits.

150. Export Compliance

The Client shall comply with all applicable export control laws, sanctions, trade restrictions, and import regulations relating to its use of the Services.

151. Compliance with Laws

The Client is solely responsible for ensuring that its business operations, website content, software usage, products, and services comply with all applicable laws and regulations.

152. Governing Law

These Terms shall be governed by and construed in accordance with the laws specified in the applicable agreement or, if no governing law is specified, the laws applicable to GuamWEBZ's principal place of business, without regard to conflict-of-law principles.

153. Venue

To the extent permitted by law, any legal proceeding arising from these Terms shall be brought exclusively in the courts having jurisdiction over GuamWEBZ's principal place of business unless otherwise agreed in writing.

154. Attorneys' Fees

In any action arising out of these Terms, the prevailing party shall be entitled to recover its reasonable attorneys' fees, court costs, expert witness fees, and other litigation expenses to the extent permitted by applicable law.

155. Good Faith Resolution

Before initiating formal legal proceedings, the parties agree to make reasonable good-faith efforts to resolve disputes through direct discussions, except where immediate legal action is reasonably necessary to preserve rights or prevent irreparable harm.

156. Injunctive Relief

The Client acknowledges that unauthorized use or disclosure of GuamWEBZ's confidential information, proprietary technology, or intellectual property may cause irreparable harm for which monetary damages may be inadequate.
Accordingly, GuamWEBZ may seek injunctive or other equitable relief, where permitted by law, in addition to any other remedies available.

157. Relationship to Other Agreements

If a separate written agreement signed by both parties expressly conflicts with these Terms, the conflicting provision of the signed agreement shall control only with respect to that specific matter.
All remaining provisions of these Terms shall remain in full force and effect.

158. Modification of Terms

GuamWEBZ may update these Terms from time to time.
Updated Terms shall apply to new purchases, renewals, subscriptions, maintenance services, managed services, and future engagements after publication, unless otherwise agreed in writing or prohibited by applicable law.

159. Continued Use

The Client's continued purchase or use of GuamWEBZ's products or services after updated Terms become effective constitutes acceptance of the revised Terms.

160. Final Acknowledgement

The Client acknowledges that it has had the opportunity to review these Terms, seek independent legal advice if desired, and fully understands its rights and obligations.
By purchasing, requesting, approving, accepting, paying for, or using any GuamWEBZ product or service, the Client agrees to be legally bound by these Terms & Conditions.

Sales Terms and Conditions

Sales Terms & Conditions

GuamWEBZ Sales Terms & Conditions – Addendum

GuamWEBZ Sales Terms & Conditions

GuamWEBZ Sales Terms & Conditions

GuamWEBZ Sales Terms & Conditions

All the terms and conditions above are considered as “one” terms and conditions.

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