1. Definitions.

“Agreement” is the signed contract, agreement, change order, or other binding documents that reference these Terms and Conditions. “Webdrino” means Webdrino Media LLC, a California Company. “Client” means a party that has signed an Agreement with Webdrino Media.


2. Warranty.

Webdrino Media LLC does not warrant the number of sales per visitor that the Client will make or the traffic or number of visitors that will visit the Client’s specified website. Webdrino Media expressly disclaims and excludes all express and implied representations and warranties, whether statutory or otherwise. The Parties agree that, except as may be expressly provided in this Agreement, neither has made or makes to the other any representations or warranties respecting the compensation that the other may expect to earn or receive pursuant to this Agreement, or otherwise. Search engine optimization inherently runs risks of algorithmic changes or manual optimization actions by search engines. Webdrino offers no guarantee or warranty of present or future placement, improvement or in any specific search engine.

3. Liability.

Webdrino Media’s liability for default or breach, including breach of any guarantee or warranty, expressed within this Service Agreement, shall be limited as not responsible for loss of income or projected loss of income for any reason, including, but not limited to, server failure, traffic variation, shipping cost variations, website unavailability, order decreases, search engine algorithm changes, manual optimization actions by search engines, keyword position decreases, data corruption, or data loss. The purchaser is responsible for, and Webdrino Media has no liability for, the content, products, services, trademarks and other aspects of the website that are related to the Purchaser’s business, industry, and competitors.

4. Renewals and Cancellations.

The client may renew or cancel this agreement after the Contract time frame is completed. Webdrino Media would require a fourteen (14) day notice of cancellation and full payment of any outstanding invoices for any ongoing progressive monthly services. Upon payment, copyright to web copy, landing pages, graphic design work, and created source code is transferred from Webdrino Media to the Client. To keep up with inflation, annual renewals may have service price adjustments and Webdrino Media LLC may remove or add Services from its Scope of Work as it sees fit.

5. Payment of Fees.

Payments are expected to be made on time. Client shall make payment as indicated in the Agreement. If an amount remains delinquent for 30 days after its due date, an additional 5% penalty will be added for every one (1) week of delinquency. Webdrino Media also reserves the right to remove web pages and created work from viewing on the Internet until final payment is made. In case collection proves necessary, the Client agrees to pay all fees incurred by that process.

6. Assignment of Project.

Webdrino Media LLC reserves the right to assign subcontractors to this project to ensure the right fit for the job as well as on-time completion.

7. Indemnification.

Client agrees that it shall defend, indemnify, save and hold Webdrino Media LLC harmless from any demands, liabilities, losses, costs and claims, including reasonable attorney fees, (“Liabilities”) asserted against Webdrino Media LLC, agents, its clients, servants, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by Client, its agents, employee or assigns. Client agrees to defend, indemnify and hold harmless Webdrino Media LLC against Liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed in connection with Webdrino Media LLC service, any material supplied by Client infringing on the proprietary rights of a third party, copyright infringement, and any defective product, or unsafe product. Search engine optimization inherently runs risks of algorithmic changes or manual optimization actions by search engines. Webdrino Media LLC offers no guarantee or warranty of present or future placement, improvement or in any specific search engine. The client assumes all risks and responsibility.

8. Venue.

For any action involving matters of this Agreement, the venue shall lie in Sacramento, California.

9. Applicable Law.

This Agreement shall be governed by the laws of the State of California.

10. Non-Solicitation.

During the term of the Agreement with Webdrino Media and for a period of two (2) years after the Termination Date of all Agreements with Webdrino Media, Client will not directly or indirectly solicit, induce or attempt to induce any current employee, former employee, or vendor of Webdrino Media to terminate his or her employment or services with Webdrino Media or to perform any work or services for Client or any of Client’s customers, vendors, or affiliated companies.

11. Future Services.

Future services performed for the Client as either hourly or quoted services will utilize all provisions of this Agreement unless a new Agreement is established. Webdrino Media agrees to continue to update and adjust the Client’s digital media presence and plans in continued ongoing efforts to keep your Website up to date and ranking as high as possible.

12. Modification.

Webdrino Media may make changes to services, products, and these Terms and Conditions at any and all time as it sees fit. The client is responsible for periodically reviewing these current Terms and Conditions.

13. Assignment.

The client may not assign any Agreement or its rights and obligations under any Agreement or Terms and Conditions.

14. Severability.

The parties have attempted to limit the non-compete provision so that it applies only to the extent necessary to protect legitimate business and property interests. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

15. Injunction.

It is agreed that if either Webdrino Media or Client violates the terms of this Agreement irreparable harm will occur, and monetary damages may be insufficient to compensate the non-violating party. Therefore, the non-violating party will be entitled to seek injunctive relief (i.e., a court order that requires the violating party to comply with any and all Agreements and these Terms and Conditions) to enforce the terms of the Agreement and these Terms and Conditions. The prevailing party shall have the right to collect from the other party its reasonable costs and necessary disbursements and attorney fees incurred in enforcing all Agreements and Terms and Conditions.

16. No Waiver of Rights.

If one Party breaches these Terms and Conditions, then the failure of the other Party to enforce any rights under these Terms and Conditions shall not be deemed a waiver of any such rights. The rights and remedies of the parties, as outlined in these Terms and Conditions, are not exclusive and are in addition to any other rights and remedies provided by law.