terms of service

1. introduction

these terms of service ("terms") govern your access to and use of webceive's website, services, and applications (collectively, the "services"). by accessing or using our services, you agree to be bound by these terms. if you do not agree to these terms, please do not use our services.

2. definitions

• "webceive", "we", "us", or "our" refers to webceive, the company providing the services.
• "you" or "your" refers to the individual or entity accessing or using the services.
• "content" refers to any information, data, text, graphics, links, or other materials uploaded, downloaded, or appearing on the services.
• "intellectual property rights" means all patent rights, copyright rights, moral rights, rights of publicity, trademark rights, service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence.

3. services and accounts

some of our services require registration or creation of an account. when you create an account, you must provide accurate and complete information. you are responsible for safeguarding your account credentials and for activities that occur under your account.

we reserve the right to modify, suspend, or discontinue any or all of our services at any time, with or without notice. we will not be liable to you or any third party for any modification, suspension, or discontinuation of the services.

4. client obligations

as a client of webceive, you agree to:

• Provide timely and accurate information necessary for the delivery of services
• Review and provide feedback on deliverables within agreed timeframes
• Pay all fees when due according to our payment terms
• Comply with all applicable laws and regulations
• Not use our services for any illegal or unauthorized purpose
• Not interfere with or disrupt the integrity or performance of our services

5. payment terms

fees for our services are set forth in the applicable statement of work, order form, or other agreement between you and webceive. unless otherwise specified:

• All fees are quoted in US dollars and are non-refundable
• Payment is due within 30 days of invoice date
• We may suspend services if payment is more than 15 days late
• We may change our fees by providing at least 30 days' advance notice

6. intellectual property

webceive and its licensors own all right, title, and interest in and to the services, including all intellectual property rights therein. nothing in these terms transfers any rights to you except those expressly granted.

for custom development work, ownership of deliverables will be as specified in the applicable statement of work or other agreement between you and webceive.

you retain ownership of any content you provide to us in connection with the services. you grant us a non-exclusive, worldwide, royalty-free license to use, copy, modify, and display your content solely for the purpose of providing the services to you.

7. confidentiality

each party agrees to maintain the confidentiality of the other party's confidential information and to use such confidential information only for purposes of performing its obligations under these terms. this obligation shall survive termination of these terms for a period of three years.

8. limitation of liability

to the maximum extent permitted by law, webceive shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from:

• Your access to or use of or inability to access or use the services
• Any conduct or content of any third party on the services
• Any content obtained from the services
• Unauthorized access, use, or alteration of your transmissions or content

in no event shall webceive's total liability to you for all claims exceed the amount paid by you to webceive for the services in the 12 month period preceding the event giving rise to the liability.

9. indemnification

you agree to indemnify, defend, and hold harmless webceive and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses arising from: (a) your use of and access to the services; (b) your violation of any term of these terms; (c) your violation of any third-party right, including without limitation any copyright, property, or privacy right; or (d) any claim that your content caused damage to a third party.

10. termination

we may terminate or suspend your access to all or part of the services immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these terms. upon termination, your right to use the services will immediately cease.

11. governing law

these terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions. Any dispute arising from or relating to the subject matter of these terms shall be subject to the exclusive jurisdiction of the courts in San Francisco County, California.

12. changes to terms

we reserve the right, at our sole discretion, to modify or replace these terms at any time. we will provide notice of any changes by posting the new terms on our website. your continued use of the services after any such changes constitutes your acceptance of the new terms.