This Terms of Service agreement (the "Agreement") is between WEBAES LLC, a Colorado limited liability company ("Webaes," "we," "us"), and you, whether individually or on behalf of an entity ("Client," "you"), governing your use of https://www.webaes.com and https://motionads.webaes.com, and any related media, channel, or application (the "Website"), and any services we provide (the "Services").
If you don't agree to these terms, don't use the Website. Any obligation to pay us for Services already rendered survives.
01How these terms apply
These terms govern your use of the Website.
They also govern our Services when incorporated into a signed proposal, statement of work, or order form. Where a signed document conflicts with these terms, the signed document controls for that engagement.
02Our intellectual property
Unless noted otherwise, the Website and all of its source code, databases, functionality, software, designs, audio, video, text, photographs, and graphics (the "Content"), and our trademarks, service marks, and logos (the "Marks"), are owned or controlled by Webaes and protected by US and international intellectual property law.
The Content and Marks are provided as-is for your information and personal use. You may not copy, reproduce, aggregate, republish, upload, post, display, encode, translate, transmit, distribute, sell, license, or otherwise exploit them commercially without our written permission. We reserve all rights.
03Your project belongs to you
Subject to Section 4, all design work and original source files we create for you (the "Project") belong to you, and you are the sole owner of the copyright. If any operation of law would make us the owner instead, we irrevocably and perpetually assign our entire interest to you, without limitation.
Delivery of ownership is conditioned on payment. Ownership transfers when the Project is paid in full. Until then, we grant you a limited license to review and comment on the work, and nothing more.
You warrant that any materials you give us — examples, assets, copy, photography, fonts, anything — are yours to give and don't infringe or misappropriate anyone's rights, including intellectual property rights and rights of publicity.
04Feedback
If you send us questions, comments, suggestions, or ideas about our Website or Services (a "Submission"), we can use them freely, without permission, acknowledgment, or compensation, and we're under no obligation to keep them confidential.
This does not apply to your confidential business information. Your pricing, strategy, customer data, financials, roadmap, and anything you've marked or reasonably identified as confidential are not Submissions, are not ours, and we will not use or disclose them for any purpose except delivering your Project.
05Third-party fonts
If a Project uses fonts we don't own that require a commercial license for you to legally reproduce, distribute, or publicly display the Project ("Third-Party Fonts"), we'll tell you in writing which fonts, which licenses you need, and who to buy them from. Once we've told you, licensing them is your responsibility, and so are the consequences of not doing it.
06Third-party AI processing
Some Services — including Webaes Motion — produce work by processing your materials through third-party AI tools.
By submitting product photography, brand assets, or other materials for these Services, you:
- Grant us permission to transmit those materials to third-party AI providers for the purpose of producing your deliverables
- Confirm you have the rights to those materials, including any rights of publicity for people depicted in them
- Understand that those providers operate under their own terms, which we don't control
We'll tell you which providers we're using on request. We don't submit materials you've marked confidential to AI tools without asking you first.
AI-generated output. The copyright status of AI-generated material is unsettled under US law and may not be protectable the way human-authored work is. We assign you whatever rights we have, but we can't warrant that AI-generated output is copyrightable or that it doesn't resemble other output produced by the same tools.
07What we don't guarantee
Search rankings and traffic. We do not guarantee any specific ranking, position, traffic volume, impression count, citation in AI answers, conversion rate, or revenue outcome. Search engines and AI systems are controlled by third parties who change their algorithms without notice and without consulting us. We apply professional methods in good faith. Results vary and are outside our control.
Third-party platforms. Shopify, Webflow, WordPress, WooCommerce, Google, Meta, Amazon, and every other platform we work with can change their terms, pricing, APIs, or functionality at any time. We're not liable for what they do or for what it costs you.
Case studies and figures. Any results shown on our Website reflect specific clients in specific circumstances. They are not a prediction or a promise of what you'll get.
08Your responsibilities
Projects depend on you as much as us. You agree to:
- Provide materials, feedback, approvals, and access reasonably promptly
- Give accurate information
- Maintain your own backups of your data and content
- Keep your platform, hosting, and third-party accounts in good standing and pay their fees
If a Project stalls on your side for more than 30 days, we may pause it and reschedule when you're ready. Work completed remains billable.
Access and credentials. Where you give us logins to your platforms, hosting, analytics, or ad accounts, we use them only to perform the Services and only for as long as we need them. Revoke our access when a Project ends if you would like it removed — tell us and we will confirm. You remain responsible for the security and the billing of your own accounts.
Our contractors. We may use subcontractors and freelancers to deliver the Services. Where we do, we remain responsible to you for their work under these terms, and they are bound to confidentiality obligations no weaker than our own.
09Your representations
By using the Website, you confirm that you:
- Have the legal capacity to agree to these terms
- Are at least 18 years old
- Won't access the Website by automated or non-human means
- Won't use it for any illegal or unauthorized purpose
- Won't use it in violation of any applicable law or regulation
10Prohibited activities
Don't use the Website for anything other than what it's for. Specifically, don't:
- Make unauthorized use of the Website
- Scrape or retrieve data to build a database or directory
- Circumvent, disable, or interfere with security features
- Frame or link the Website without authorization
- Trick, defraud, or mislead us or other users
- Interfere with or place undue burden on the Website or our networks
- Use the Website to compete with us
- Decipher, decompile, disassemble, or reverse engineer the Website's software
- Bypass measures designed to restrict access
- Harass, intimidate, or threaten our people or contractors
- Delete copyright or rights notices from any Content
- Copy or adapt the Website's software
- Upload viruses, Trojan horses, or anything that interferes with the Website's operation
- Upload passive or active information collection mechanisms
- Use the Website in a way that violates applicable law
11Website management
We may monitor the Website for violations and take appropriate legal action. We may restrict or deny access to the Website at our discretion, without notice or liability.
12Privacy
Your use of the Website is subject to our Privacy Policy, incorporated here by reference.
The Website is hosted in the United States. If you access it from outside the US, your data is transferred to and processed in the US.
We don't knowingly accept information from anyone under 18. Under the Children's Online Privacy Protection Act, if we learn a child under 13 has given us personal information without parental consent, we'll delete it as soon as reasonably practical.
13Fees, billing, and subscriptions
One-time projects. Priced per proposal. Unless the proposal says otherwise, 50% is due to start and the balance on delivery. Ownership transfers on payment in full (Section 3).
Recurring services. Retainers and support plans bill monthly in advance to your payment method until canceled.
Cancellation. Cancel any time before your next billing date, through the billing portal link included in your billing emails or by emailing hello@webaes.com. Cancellation takes effect at the end of the current billing period. We don't prorate partial months. There are no long-term contracts and no cancellation fees.
Late and failed payments. If a payment fails, we may retry it and will email you. We may suspend Services until it's resolved. Amounts more than 15 days overdue may accrue interest at 1.5% per month or the maximum the law allows, whichever is less.
International payments. Services are governed by US law. We're not responsible for foreign transaction fees or exchange rate differences.
14Refunds
Recurring services. Cancel any time; you keep access through the end of the period you paid for. We don't refund partial months.
One-time projects. Deposits cover work scheduled and begun and are non-refundable once work starts. If you cancel mid-project, you owe for work completed through that date and we'll deliver what's been paid for.
If we get it wrong, tell us. We'd rather fix it than argue about it.
15Term and termination
You may terminate any Service at any time under Section 13.
We may terminate an engagement on 30 days' written notice, or immediately if you materially breach these terms, fail to pay, or ask us to do something illegal or unethical.
On termination: you pay for Services rendered through the termination date. We deliver all paid-for work product and provide a reasonable handoff. Sections 2, 3, 4, 5, 6, 7, 16, 17, 18, 19, 20, 21, 22, and 25 survive.
16Disclaimer
THE WEBSITE AND SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOUR USE IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
We make no warranties about the accuracy or completeness of the Website or any linked content, and assume no liability for errors, personal injury, property damage, unauthorized access to our servers, interruption of transmission, bugs or viruses transmitted by third parties, or any loss arising from use of content made available through the Website.
We don't guarantee the Website will always be available. Hardware, software, and other issues may cause interruptions beyond our control.
17Limitation of liability
This section is the point of this document. Read it.
TO THE FULLEST EXTENT PERMITTED BY LAW, WEBAES AND ITS DIRECTORS, MEMBERS, EMPLOYEES, CONTRACTORS, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.
OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, THE WEBSITE, OR THE SERVICES WILL NOT EXCEED THE AMOUNTS YOU ACTUALLY PAID US IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, or one hundred dollars ($100) if you haven't paid us anything.
These limits apply regardless of the theory of liability and even if a limited remedy fails of its essential purpose. They don't apply to liability that can't be limited by law, including gross negligence, willful misconduct, or fraud.
18Indemnification
You'll defend, indemnify, and hold harmless Webaes and its members, officers, agents, employees, and contractors from any loss, damage, liability, claim, or demand, including reasonable attorneys' fees, made by a third party arising out of:
- Your use of the Website
- Your breach of these terms
- Your breach of your representations and warranties
- Your violation of a third party's rights, including intellectual property rights
- Materials you provided to us
- Your not having had the right to place our script on the website you asked us to install it on
We may assume control of the defense of any matter you're indemnifying us for, at your expense. You'll cooperate.
19Your data
You're responsible for the data you transmit through the Website and for maintaining your own backups. We have no liability for loss or corruption of that data, and you waive any right of action against us for it.
This waiver applies to the Website. It does not override Section 17 or disclaim liability for our own gross negligence or willful misconduct in delivering Services.
20Showcasing work
We may show work we've done for you on our website, social channels, and portfolio, and we may publish anonymized performance results — never named, never attributed, never traceable to you or your customers.
You can opt out at any time by asking, or by requesting an NDA, which voids our right to share or discuss your work publicly.
21Governing law
These terms are governed by the laws of the State of Colorado, without regard to conflict of law principles.
22Disputes
Talk to us first. Before filing anything, email hello@webaes.com and give us 30 days to resolve it. Most things end here.
Then, courts. Any legal action will be brought in the state courts of Jefferson County, Colorado, or the US District Court for the District of Colorado. Both parties consent to personal jurisdiction there and waive objections to venue and forum. The UN Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act don't apply.
Nothing here prevents either party from bringing a claim in small claims court.
23Electronic communications
You consent to receive electronic communications from us, and agree that agreements, notices, disclosures, and other communications we send electronically satisfy any legal requirement that they be in writing. You consent to electronic signatures, contracts, orders, and records.
24Changes to these terms
We may change these terms at any time. The current version is always posted on this page with the date it took effect.
Website use. Changes take effect when posted. Continued use of the Website means you accept them.
Recurring services. Changes take effect at the start of your next billing period. Continuing your subscription, including making or allowing any payment on or after that date, means you accept them. If you don't accept, cancel before your next billing date under Section 13.
One-time projects. The version in effect when you signed your proposal governs that project through completion.
25Miscellaneous
These terms, plus any signed proposal or statement of work, plus the Privacy Policy, are the entire agreement between us. Our failure to enforce any provision isn't a waiver of it. If any provision is found unlawful, void, or unenforceable, it's severed and the rest survives. Nothing here creates a joint venture, partnership, employment, or agency relationship. These terms don't create third-party beneficiary rights.
26Contact
Webaes LLC
10799 W Alameda Ave # 151178
Lakewood, CO 80215
hello@webaes.com