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TERMS & CONDITIONS

Clickworthy Website’s Terms and Conditions

Acceptance & Legal Binding Agreement Scope of Services & Custom Pricing Brand Recognition Requirement Client Responsibilities & Cooperation Payment Terms Refund & Revision Policy Non-Competition & Non-Solicitation Intellectual Property & Ownership Warranties, Disclaimers & Liabilities Dispute Resolution & Governing Law Final Provisions Contact Information

Last Updated: Jan 01, 2025

These Terms & Conditions (the “Agreement”) set out the legally binding terms between Clickworthy Inc. (“Clickworthy,” “we,” “us,” or “our”) and you (“Client,” “you,” or “your”) regarding:

  1. Your access and use of Clickworthy.io (the “Website”); and
  2. Any professional services, deliverables, or digital marketing solutions provided by Clickworthy.

IMPORTANT: BY ENGAGING CLICKWORTHY FOR SERVICES, YOU ACCEPT THESE TERMS.
IF YOU DO NOT AGREE, YOU MUST NOT PROCEED WITH OUR SERVICES.

1. Acceptance & Legal Binding Agreement

1.1 Binding Agreement
  • By engaging Clickworthy for services (including signing a contract, proposal, Statement of Work, or making payment), you acknowledge that you have read, understood, and agreed to Clickworthy’s Terms & Conditions, as published at [insert URL] (“Terms”).
  • It is your sole responsibility to review these Terms prior to engaging our services. These Terms apply to all Clickworthy engagements, regardless of whether you have explicitly signed a separate document referencing them.
1.2 Waiver of Awareness Claims
  • By proceeding with Clickworthy’s services, you waive any right to claim lack of awareness or failure to read these Terms as a defense.
  • These Terms may be updated periodically, and it is your responsibility to review them before continuing to engage Clickworthy’s services.

2. Scope of Services & Custom Pricing

2.1 Custom Quotes & No Standard Pricing
  • Clickworthy does not publish standard pricing; all fees and costs are custom-quoted.
  • Any figures displayed on the Website or discussed verbally are estimates only.
  • Pricing & Fee Updates: All prices are subject to agreement before service commencement. Prices may be updated periodically, and Clients will be notified in advance of any price adjustments.
2.2 No Guaranteed Outcomes
  • While Clickworthy employs industry best practices, no specific ranking, traffic volume, leads, ROI, or business outcome is guaranteed.
  • Clickworthy is not responsible for changes in search engine algorithms, advertising costs, market conditions, or other external factors impacting your results.

3. Brand Recognition Requirement

3.1 Mandatory Footer Credits
  • Websites and digital properties developed by Clickworthy must contain an attribution such as “Developed by Clickworthy” in the footer.
  • SEO and marketing projects must include “Optimized by Clickworthy” or similar attributions.
  • This credit must remain visible unless removal is agreed in writing and paid for.
3.2 Removal Fee & Unauthorized Removal
  • If the Client wishes to remove the Clickworthy credit, they must pay a removal fee equal to 20% of the project cost.
  • Unauthorized removal of the credit is a material breach of this Agreement.
  • If a court deems this removal fee unenforceable as a penalty, the Client agrees to pay liquidated damages in the amount the court deems appropriate to reflect lost promotional value.

4. Client Responsibilities & Cooperation

4.1 Timely Provision of Materials
  • The Client must provide all necessary materials, content, credentials, and approvals within 15 days of Clickworthy’s request.
  • If the Client fails to respond for 30 days, Clickworthy may suspend or terminate services and invoice for completed work.
4.2 Accuracy & Legal Rights
  • The Client represents that all content, images, and data they provide do not infringe any third-party rights.
  • The Client agrees to indemnify Clickworthy against any copyright, trademark, or intellectual property claims arising from content they supplied.

5. Payment Terms

5.1 Invoices & Payment Due Dates
  • Invoices are net 15 days unless otherwise stated.
  • Clients are responsible for all applicable taxes.
5.2 Recurring Services
  • Recurring services are billed monthly in advance and will be charged automatically to the financial instrument on file (e.g., credit card, direct debit, or other authorized payment methods) at the beginning of each billing cycle.
  • Failure to process payment may result in the suspension or termination of services. Clients will be notified in case of payment failure and must update their payment details to avoid service disruption.
5.3 Bulk Projects
  • For bulk projects, 50% of the total project fee is due in advance before project commencement, and the remaining 50% is due upon final delivery.
  • If additional work beyond the agreed scope is required, extra hours will be added to the final invoice, and the total amount due will be automatically charged to the financial instrument on file.
5.4 Non-Payment & Suspension of Services
  • If payment is overdue by 15 days, Clickworthy may suspend all services and deliverables without liability for resulting damages.
  • A $500 reactivation fee is required to resume services after suspension.
  • If overdue by 30 days, Clickworthy may terminate the contract and pursue legal remedies.
5.5 Minimum Term & Renewal for Recurring Services
  • Recurring services (e.g., SEO retainers) have a 6-month minimum term, after which services continue month-to-month.
  • Cancellation Policy: 
    • Clients must provide 30 days’ written notice to cancel any recurring services.
    • Early termination within the initial 6-month period requires full payment of the remaining term.
    • For bulk projects, cancellations after project commencement may result in partial or full forfeiture of prepayments, depending on the work completed at the time of cancellation.

6. Refund & Revision Policy

6.1 No Refunds on Services Rendered
  • All fees are non-refundable once work has commenced unless otherwise stated in the Client’s contract.
  • Deposits and retainers are non-refundable.
6.2 Design & Branding Revision Windows
  • If the Client’s package includes limited revisions, all revision requests must be made within the agreed timeframe.
  • Once the Client approves a concept or requests changes, any refund policy based on “initial dissatisfaction” is void.
6.3 Dormant Projects & Abandonment
  • If a project remains inactive for 30 days, Clickworthy may archive or terminate it.
  • Reactivation requires a re-scoping fee, depending on the project complexity.

7. Non-Competition & Non-Solicitation

7.1 Non-Competition
  • For 12 months after contract termination, the Client shall not engage a direct competitor of Clickworthy for identical services if it involves trade secrets or proprietary methods.
7.2 Non-Solicitation of Clickworthy Employees
  • The Client shall not solicit, hire, or contract any Clickworthy employee or contractor for 12 months post-termination without Clickworthy’s written consent.

8. Intellectual Property & Ownership

8.1 Ownership of Deliverables
  • Upon full payment, Clickworthy assigns ownership of final deliverables to the Client.
  • Clickworthy retains all rights to proprietary methodologies, templates, and pre-existing intellectual property.
8.2 Client Use of Deliverables
  • The Client may not modify, resell, or distribute Clickworthy’s work without prior written consent.

9. Warranties, Disclaimers & Liabilities

9.1 “As-Is” Services & No Warranties
  • Clickworthy provides all services “AS IS” and “AS AVAILABLE”, without guarantees of specific outcomes.
9.2 Limitation of Liability
  • Clickworthy’s total liability shall not exceed the fees paid by the Client in the 3 months preceding the claim.
  • Clickworthy is not liable for lost profits, data loss, downtime, or consequential damages.
9.3 Client Indemnification
  • The Client agrees to defend and indemnify Clickworthy from any claims resulting from (1) their content, (2) their use of Clickworthy services, or (3) any third-party claims arising from their actions.

10. Dispute Resolution & Governing Law

10.1 Jurisdiction & Venue
  • This Agreement is governed by the laws of Ontario, Canada, and disputes shall be resolved in the courts of Mississauga, Ontario.
10.2 Arbitration & Class Action Waiver
  • Any disputes not resolved informally shall be settled by binding arbitration in Mississauga, Ontario.
  • Clients waive their right to file or join any class action against Clickworthy.

11. Final Provisions

11.1 Force Majeure
  • Neither party shall be liable for delays due to events beyond reasonable control (e.g., natural disasters, government restrictions, or internet failures).
11.2 Entire Agreement & Severability
  • This Agreement supersedes all prior agreements.
  • If any part of this Agreement is found invalid, the remaining provisions remain in force.
11.3 Assignment
  • The Client may not assign this Agreement without Clickworthy’s written consent.
  • Clickworthy may assign this Agreement as part of a merger or acquisition.

12. Contact Information

If you have any questions, please contact Clickworthy Inc. at:
Email: contact@clickworthy.io