1. Introduction
Welcome to Altometatron Web Solutions, a brand operated by Altometatron LLC (“Company,” “we,” “us,” or “our”). These Terms of Service (“Terms”) govern your access to and use of our website and our web development, design, maintenance, hosting, SEO, and related services (“Services”).
By using our website or engaging our Services, you agree to be bound by these Terms. If you do not agree, you may not use our website or Services.
2. Services
We operate as a full-service web development agency. Services may include, but are not limited to:
- Website design and development
- Website maintenance and updates
- Website hosting and infrastructure management
- Search engine optimization (SEO)
- Consulting and digital strategy
Specific details such as scope, timelines, deliverables, and pricing will be outlined in a separate proposal, statement of work, or service agreement (“Project Agreement”).
3. Client Responsibilities
You agree to:
- Provide accurate, complete, and timely information and materials
- Ensure you have rights to all content you supply (text, images, trademarks, etc.)
- Review and approve deliverables within reasonable timeframes
- Delays caused by missing feedback or materials may result in timeline changes and additional fees.
4. Payments & Fees
- Fees are defined in the applicable Project Agreement
- Invoices must be paid within 30 days of receipt unless otherwise stated
- Late payments may result in paused services, delayed deliverables, or service suspension
- All fees are non-refundable unless expressly stated otherwise in writing
We reserve the right to charge reasonable collection costs for unpaid invoices.
5. Intellectual Property
5.1 Client Materials
You retain ownership of all materials you provide. You grant us a limited license to use those materials solely for the purpose of delivering the Services.
5.2 Agency Deliverables
Upon full payment, ownership or licensing of final deliverables will transfer to you as specified in the Project Agreement. Unless otherwise agreed, we retain ownership of any underlying code frameworks, tools, processes, or pre-existing intellectual property.
We reserve the right to display completed work in our portfolio, website, and marketing materials.
6. Revisions & Scope Changes
Project pricing includes revisions as defined in the Project Agreement. Any requests beyond the agreed scope may require additional fees and adjusted timelines.
7. Maintenance Services
If you subscribe to website maintenance services:
- Maintenance may include software updates, security patches, backups, and minor content changes as defined in your plan
- Maintenance does not include major redesigns, new features, or custom development unless explicitly stated
- We are not responsible for issues caused by third-party updates, plugins, hosting providers, or user modifications
Maintenance services may be paused or terminated for non-payment.
8. Hosting Services
If we provide or manage hosting:
- Hosting uptime and performance depend on third-party infrastructure providers
- We do not guarantee uninterrupted service
- We are not responsible for outages, data loss, or downtime caused by factors outside our control, including cyberattacks or third-party failures
- Clients are responsible for maintaining their own copies of website content unless backup services are explicitly included.
9. SEO Services
SEO services are provided on a best-effort basis. You acknowledge that:
- Search engine rankings and traffic results are not guaranteed
- Search engine algorithms are controlled by third parties and may change at any time
- Results depend on factors outside our control, including competition, industry trends, and website history
- We are not responsible for ranking fluctuations, penalties, or loss of traffic resulting from algorithm updates or prior SEO practices.
10. Third-Party Services
We may use or recommend third-party platforms, plugins, tools, or services. We are not responsible for changes, failures, pricing updates, or terms imposed by third-party providers.
11. Disclaimer of Warranties
Our website and Services are provided “as is” and “as available.” We disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.
12. Limitation of Liability
To the maximum extent permitted under New Jersey law, Altometatron LLC shall not be liable for any indirect, incidental, special, or consequential damages, including loss of profits, revenue, data, or business opportunities.
Our total liability shall not exceed the amount paid by you for the Services giving rise to the claim.
13. Indemnification
You agree to indemnify and hold harmless Altometatron LLC from any claims, damages, or expenses arising from materials you provide, your misuse of the Services, or your violation of applicable laws or third-party rights.
14. Termination
Either party may terminate Services in accordance with the Project Agreement. Upon termination:
- All completed work remains payable
- All outstanding invoices become immediately due
14.1 Provider Termination for Convenience
(a) Provider may terminate this Agreement, in whole or in part, for any reason or no reason, upon thirty (30) days’ prior written notice to Client.
(b) Upon termination under this Section, Client shall pay:
- (i) all fees for Services performed through the effective date of termination;
- (ii) all outstanding invoices; and
- (iii) a transition fee in the amount specified in the applicable Project Agreement or Statement of Work, which may be calculated as a percentage of the remaining contract value, a flat fee, or another agreed amount, to cover reasonable wind-down, documentation, and handover activities.
(c) Within the thirty (30) day notice period, Provider shall, at Client’s request and at no additional cost, provide reasonable transition assistance including delivery of source files, credentials, and a written summary of work completed and pending.
(d) Termination under this Section shall be effective on the date specified in the notice, and all provisions of Sections 14.2 through 14.10 shall apply.
14.2 Client Termination for Convenience
(a) Client may terminate this Agreement for convenience upon thirty (30) days’ prior written notice to Provider.
(b) Upon termination under this Section, Client shall pay:
- (i) all fees for Services performed through the effective date of termination;
- (ii) all outstanding invoices; and
- (iii) a termination fee in the amount specified in the applicable Project Agreement or Statement of Work, which may be calculated as a percentage of the remaining contract value, a flat fee, or another agreed amount, in addition to all fees for Services performed through the effective date of termination.
(c) Termination under this Section shall be effective on the date specified in the notice, and all provisions of Sections 14.3 through 14.10 shall apply.
14.3 Termination for Cause
(a) Either party may terminate this Agreement immediately upon written notice if the other party:
- (i) commits a material breach and fails to cure such breach within fifteen (15) days of receiving written notice specifying the breach;
- (ii) becomes insolvent, files for bankruptcy, or has a receiver appointed;
- (iii) engages in fraud, willful misconduct, or gross negligence in the performance of Services.
(b) Termination for cause shall not relieve the breaching party of liability for damages arising from such breach.
14.4 No Liability for Termination
(a) Termination by Provider in accordance with this Agreement shall not give rise to any liability, obligation, or damages on the part of Provider, including lost profits, anticipated business, or expenditures incurred by Client in connection with the engagement.
(b) Termination shall not be construed as an admission of fault, breach, or wrongdoing by Provider.
14.5 No Ongoing Obligations Post-Termination
(a) As of the effective date of termination, Provider shall have no obligation to perform, maintain, monitor, update, troubleshoot, or support any deliverable, website, code, content, or SEO campaign, whether or not such obligation was contemplated in the Statement of Work.
(b) Provider makes no warranty, representation, or guarantee that any deliverable will continue to function, remain compatible, be free of defects, or maintain any particular performance level after termination. Client assumes full responsibility for the use, maintenance, security, and operation of all deliverables post-termination.
(c) Provider shall not be liable for any loss, damage, disruption, or security breach to Client’s business, data, systems, website, or operations resulting from termination or from Client’s continued use of deliverables after termination.
14.6 SEO-Specific Disclaimers
(a) Provider does not guarantee, warrant, or promise any specific search engine ranking, traffic volume, conversion rate, or organic visibility as a result of SEO Services. Search engine rankings are influenced by factors entirely outside Provider’s control, including algorithm changes, competitive activity, and Client’s own website content and conduct.
(b) Provider shall have no liability for any decline in rankings, traffic, or visibility occurring after the effective date of termination, regardless of cause.
(c) Provider shall not be liable for any search engine penalty, manual action, de-indexing, or algorithmic demotion resulting from:
- (i) Client’s actions or inactions after termination;
- (ii) third-party content or links added by Client;
- (iii) changes to search engine algorithms; or
- (iv) any pre-existing conditions of the website that were not caused by Provider’s Services.
(d) All SEO deliverables (including but not limited to content, backlinks, technical recommendations, and on-page optimizations) are provided as-is and become Client’s sole property and responsibility upon termination.
14.7 Web Development-Specific Disclaimers
(a) Provider does not warrant that the website or any deliverable will be error-free, uninterrupted, or secure. Provider shall have no liability for:
- (i) bugs, errors, or defects discovered or manifesting after termination;
- (ii) security vulnerabilities, breaches, or data loss;
- (iii) website downtime or performance degradation;
- (iv) incompatibility with future software, browser, or platform updates; or
- (v) failure of third-party services (hosting, CDN, payment processors, APIs, CMS platforms).
(b) Provider has no obligation to monitor, patch, update, or maintain the website or any deliverable after termination. Any such work requested post-termination shall be treated as a new engagement subject to separate fees.
(c) If Client modifies, hosts, or integrates deliverables with third-party systems after termination, Provider assumes no responsibility for the resulting functionality, security, or performance.
14.8 Scope Creep Protection
(a) All Services are limited to those expressly described in the Statement of Work (SOW). Any work, task, or deliverable not explicitly listed in the SOW is out of scope.
(b) The parties agree that text messages (SMS, iMessage, WhatsApp), email, and other electronic communications between the parties constitute valid written communications for all purposes under this Agreement. No modification, addition, or change to the scope of work shall be effective unless both parties confirm in writing (including by text message) the following:
- (i) the specific work to be added or modified,
- (ii) the additional fee or revised fee, and
- (iii) any change to the timeline.
A unilateral message from either party requesting or acknowledging work, without confirmation of all three elements, does not constitute a binding scope change.
(c) If Client requests work outside the scope of work, Provider shall respond with a written estimate (which may be a text message or email) specifying the additional fee and timeline before commencing such work. Work performed before both parties confirm the fee and timeline shall be billed at Provider’s then-current hourly rate.
(d) If Client’s requests result in scope expansion exceeding 15-20% of the original SOW, either party may terminate the affected portion of the engagement with 7-14 days’ written notice, with all work to date remaining payable.
14.9 Release of Claims
(a) Upon termination of this Agreement and full payment of all undisputed amounts properly due and owing, Client hereby releases and forever discharges Provider and its agents, employees, and subcontractors from any and all claims, demands, actions, causes of action, damages, and liabilities of any kind, whether known or unknown, arising out of or relating to this Agreement, the Services, or any deliverable.
(b) This release does not apply to:
- (i) Provider’s obligation to refund fees for Services not yet rendered;
- (ii) obligations expressly stated to survive in Section 14.8; or
- (iii) claims arising from Provider’s fraud, fraudulent misrepresentation, willful misconduct or gross negligence prior to termination;
- (iv) claims or rights that cannot be waived or released under applicable law.
(c) Mutual Release: Upon termination of this Agreement and full payment of all undisputed amounts properly due and owing by each party, each party hereby releases and forever discharges the other party and its agents, employees, and subcontractors from any and all claims, demands, actions, causes of action, damages, and liabilities of any kind, whether known or unknown, arising out of or relating to this Agreement, the Services, or any deliverable provided prior to termination; provided, however, that this mutual release does not apply to any claim, obligation, or right described in Section 14.9(b).
14.10 Access, Credentials, and Data
(a) Upon termination, Provider shall immediately revoke all access to Client’s systems, accounts, and tools (including but not limited to hosting panels, CMS admin, analytics, search console, and third-party marketing platforms) to the extent such access was granted solely for the purpose of performing Services.
(b) Client shall, within 5 business days of termination, revoke all access to Provider’s tools, accounts, and credentials, and confirm in writing that Provider no longer holds any Client credentials.
(c) Within 14 days of termination, Client shall retrieve all source code, design files, content, documentation, and other deliverables from Provider’s possession. If Client fails to retrieve such materials within this period, Provider shall have no further obligation to store, secure, or account for them and shall be released from any liability for their loss or destruction.
(d) Provider shall destroy or return Client data within 30 days of termination, after which Provider shall have no further obligation to store, secure, or account for such data. Provider shall not be liable for any loss of Client data resulting from Client’s failure to retrieve it within this period.
(e) Within 14 days of termination, Client shall return or confirm in writing the destruction of all Provider confidential materials in Client’s possession.
14.11 Survival
Termination or expiration of this Agreement shall not relieve either party of any obligation or liability that accrued prior to the effective date of termination or expiration. In addition, any provision of this Agreement that, by its nature or express terms, is intended to survive termination or expiration shall survive, including, without limitation, provisions relating to payment obligations, confidentiality, intellectual property rights, indemnification, limitation of liability, dispute resolution, arbitration, governing law, venue, injunctive or equitable relief, and any other rights or obligations that are intended to continue following termination or expiration. For the avoidance of doubt, Sections 5, 12, 14.9, 14.10, 15, 16, and 17 shall survive termination or expiration to the extent applicable, together with any other provisions that expressly or inherently require performance or enforcement after termination or expiration.
14.12 No Indemnification Post-Termination
Provider shall have no obligation to indemnify, defend, or hold harmless Client from any third-party claim arising from or related to Client’s use, modification, distribution, hosting, or combination of any deliverable after the effective date of termination.
15. Confidentiality
Both parties agree to maintain the confidentiality of non-public information exchanged during the course of the engagement, except where disclosure is required by law.
16. Dispute Resolution
(a) Good Faith Negotiation. If any dispute, claim, or controversy arises out of or relates to this Agreement, the parties shall first attempt to resolve the matter through good faith negotiations. The party initiating the dispute shall provide written notice describing the nature of the dispute and the relief requested. Such notice may be delivered by email or text message to the contact information provided by the other party. The parties shall have fifteen (15) days from delivery of the notice to attempt to resolve the dispute.
(b) Mediation. If the dispute has not been resolved through good faith negotiation within fifteen (15) days after delivery of the written notice, either party may initiate non-binding mediation. The mediation shall be conducted before a mutually agreed-upon mediator located in Jersey City, New Jersey, unless the parties agree otherwise. The parties shall share the mediator’s fees and costs equally. Each party shall bear its own attorneys’ fees and other expenses associated with the mediation.
(c) Arbitration. If the dispute has not been resolved within thirty (30) days after the commencement of mediation, either party may submit the dispute to binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with the AAA rules applicable to the dispute. The arbitration shall be conducted by one arbitrator unless the applicable AAA rules require otherwise or the parties mutually agree to a different number of arbitrators. The arbitrator’s award shall be final and binding on the parties and may be entered and enforced in any court having jurisdiction. The arbitrator may award any relief available under applicable law, including reasonable attorneys’ fees and costs where authorized by this Agreement or applicable law.
(d) Governing Law and Venue. This Agreement and any dispute arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflict-of-laws principles. Unless the parties agree otherwise, the arbitration shall take place in Jersey City, Hudson County, New Jersey.
(e) Injunctive and Equitable Relief. Notwithstanding the foregoing, either party may seek temporary, preliminary, or permanent injunctive or other equitable relief from a court of competent jurisdiction when reasonably necessary to prevent or address an actual or threatened breach involving confidentiality, intellectual property rights, or unauthorized use of the other party’s confidential information, intellectual property, or materials. Seeking such relief shall not constitute a waiver of the obligation to arbitrate any underlying dispute that is otherwise subject to arbitration under this Agreement.
(f) Exceptions to Arbitration. Nothing in this Section prevents either party from bringing an action in a court of competent jurisdiction for matters that are not legally permitted to be resolved through arbitration or for purposes of enforcing an arbitration award.
17. Governing Law
These Terms shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to conflict of law principles.
18. Changes to These Terms
We reserve the right to update these Terms at any time. Continued use of our website or Services after changes are posted constitutes acceptance of the revised Terms.