TERMS OF SERVICE
Effective Date: 11/01/2017

1. Introduction and Acceptance of Terms
Welcome to Experienced Results, a digital marketing agency operating as a DBA of Univirtus LLC (“we,” “us,” “our,” or “Experienced Results”). By accessing our website (experiencedresults.com) or using any of our services, you (“Client,” “you,” or “your”) agree to be bound by these Terms of Service (“Terms”).
If you do not agree to these Terms, you must immediately discontinue use of our services.

2. Services Provided
Experienced Results offers digital marketing and consulting services, including but not limited to:

Web design and development
Website hosting and maintenance
Search engine optimization (SEO)
Paid advertising management
Social media marketing and management
Software solutions and marketing automation
Email marketing and SMS campaigns
Content creation and strategy
Marketing consulting

Specific service details, deliverables, timelines, and pricing will be outlined in individual service agreements, proposals, statements of work, or invoices.

3. Web Design Services
3.1 Contractual Agreement
All web design projects are governed by a separate written contract or statement of work that specifies:

Scope of work and deliverables
Project timelines and milestones
Payment schedules
Revision and approval processes
Any additional terms specific to the project

By engaging our web design services, you agree to comply with all terms in the contract, including adherence to deadlines, payment schedules, and the approval process.
3.2 Revisions and Changes
Each project includes a specified number of revision rounds as outlined in your contract. Additional revisions, changes to the approved scope, or requests made after project completion may be subject to additional fees at our standard hourly rate or as otherwise agreed.
3.3 Project Delays
Delays caused by late client feedback, failure to provide required materials, or scope changes may result in extended timelines and potential additional fees. We are not responsible for missed deadlines caused by client delays.
3.4 Acceptance of Work
Upon project completion, you will receive a final version for review and approval. You have 14 days to request changes within the agreed scope. After 14 days without response, the project is considered accepted, and final payment becomes due.

4. Hosting Services
4.1 Service Notice Period
Clients using our hosting services must provide a minimum of 45 days written notice prior to transferring services to another provider. This notice period ensures an orderly transition without service disruption.
4.2 Transfer and Disconnect Fees
If you initiate a transfer or disconnection of hosting services without providing the required 45 days notice, a fee of $750 will be applied. This fee covers:

Emergency administrative and technical work required for expedited transfer
Documentation preparation and transfer coordination
Server configuration and file transfer management
Post-transfer support and troubleshooting

4.3 Hosting Responsibilities
We provide reasonable efforts to maintain uptime and security for hosted websites. However, we do not guarantee 100% uptime and are not liable for downtime caused by factors beyond our control, including but not limited to server failures, DDoS attacks, or third-party service disruptions.
Clients are responsible for maintaining backups of their own content and data. While we perform routine backups, we are not liable for data loss.

5. Payment Terms
5.1 Invoices and Due Dates
Invoices are issued according to the payment schedule in your service agreement. Unless otherwise specified, payment is due upon receipt or within the timeframe stated on the invoice.
5.2 Accepted Payment Methods
We accept payment via credit card, ACH transfer, PayPal, and other methods as specified in your agreement. By providing payment information, you authorize us to charge the agreed amounts according to the payment schedule.
5.3 Late Payments
Late payments are subject to a late fee of 1.5% per month (18% annually) on the outstanding balance, or the maximum rate permitted by law, whichever is lower.
Accounts more than 30 days past due may result in:

Suspension of all services until payment is received
Termination of services and referral to collections
Removal or suspension of hosted websites
Legal action to recover unpaid amounts

You are responsible for all collection costs, including reasonable attorney fees and court costs.
5.4 Recurring Services
For recurring services (monthly retainers, hosting, maintenance), payment is automatically charged on the agreed schedule. You must provide 30 days written notice to cancel recurring services, or charges will continue.
5.5 Refunds
Refunds are handled on a case by case basis:

Setup fees, strategy work, and consulting are non-refundable once work has commenced
Monthly retainer services may be canceled with 30 days written notice; no refund for partial months
Custom development and design work is non-refundable once delivered and approved
Ad spend managed on your behalf is non-refundable, as funds are paid directly to advertising platforms
Hosting services are non-refundable for the current billing period

5.6 Chargebacks
Initiating a chargeback without first attempting to resolve the issue with us may result in immediate termination of services, a $150 administrative fee, and potential legal action.

6. Client Responsibilities
You agree to:

Provide timely access to necessary accounts, logins, assets, and materials required for service delivery
Respond to requests for feedback, approvals, and decisions within agreed timeframes
Ensure all content, materials, and information provided are accurate, legal, and do not infringe on third-party rights
Comply with all applicable laws, regulations, and third-party platform policies (Google, Facebook, etc.)
Review and approve deliverables within specified timeframes
Maintain confidentiality of account credentials and notify us immediately of any unauthorized access

Failure to meet these responsibilities may result in project delays, additional fees, service suspension, or contract termination.

7. Intellectual Property
7.1 Ownership Before Payment
All content, designs, code, strategies, and materials created by Experienced Results during the course of providing services remain the property of Experienced Results until full payment is received.
7.2 License Upon Payment
Upon receipt of full payment, you are granted a non-exclusive, non-transferable, perpetual license to use the deliverables created for you for their intended business purpose. This license does not include the right to resell, redistribute, or claim ownership of our work.
7.3 Third-Party Assets
Some deliverables may incorporate third-party assets such as stock photos, fonts, plugins, themes, or software. You are responsible for complying with all licensing terms associated with these assets. We are not liable for any licensing violations resulting from your use of third-party assets.
7.4 Your Property
You retain ownership of any content, logos, trademarks, brand materials, or proprietary information you provide to us. By providing these materials, you grant us a license to use them solely for the purpose of delivering services to you.
7.5 Portfolio and Marketing Use
Unless you request otherwise in writing, we reserve the right to:

Display your project in our portfolio and case studies
Reference your business name as a client
Use anonymized data and results for marketing purposes

We will not disclose confidential financial or proprietary business information without your written permission.

8. Confidentiality
Both parties agree to keep confidential any proprietary information disclosed during the course of the engagement, including but not limited to:

Business plans and strategies
Financial information
Marketing plans and campaigns
Customer data
Trade secrets and processes
Any information marked as confidential

This obligation survives termination of services and remains in effect indefinitely, except for information that becomes publicly available through no fault of the receiving party.

9. Termination of Services
9.1 Termination by Client
You may terminate services at any time by providing written notice according to the notice period specified in your service agreement (typically 30 days for recurring services, 45 days for hosting).
Upon termination, you remain responsible for:

All fees incurred up to the termination date
Completion of any work in progress at prorated rates
Any applicable disconnect or transfer fees

9.2 Termination by Experienced Results
We reserve the right to terminate services immediately without notice if you:

Breach these Terms or your service agreement
Fail to pay invoices after reasonable attempts to collect
Engage in abusive, threatening, or harassing conduct toward our team
Request services that violate laws, regulations, platform policies, or ethical standards
Provide false, misleading, or fraudulent information
Use our services for illegal purposes

Upon termination by us, you remain responsible for all outstanding invoices and fees.
9.3 Disconnect Fee
If you request disconnection of hosting or other managed services without providing the required 45 days notice, a $750 disconnect fee will be applied. This covers the administrative and technical work required for abrupt service cessation.
9.4 Post-Termination
Upon termination:

Access to hosted services may be suspended immediately upon the termination date
We will provide reasonable assistance with data export or transfer if requested and if all fees are paid
All licenses granted to use our work product may be revoked if payment obligations are not fulfilled
Confidentiality obligations remain in effect

10. Warranties and Disclaimers
10.1 Our Warranties
We warrant that:

Services will be performed in a professional manner consistent with industry standards
We have the right to provide the services offered
Our work will not intentionally infringe on third-party intellectual property rights

10.2 No Guarantee of Results
Digital marketing results depend on numerous factors beyond our control, including market conditions, competition, platform algorithm changes, and client participation. We do not guarantee specific outcomes, rankings, traffic levels, leads, sales, or ROI.
10.3 Disclaimer of Other Warranties
EXCEPT AS EXPRESSLY STATED, ALL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXPERIENCED RESULTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

Loss of profits, revenue, or business opportunities
Loss of data or information
Cost of substitute services
Business interruption
Reputational harm

EVEN IF EXPERIENCED RESULTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL OUR TOTAL LIABILITY EXCEED THE AMOUNT PAID BY YOU FOR SERVICES IN THE 12 MONTHS PRECEDING THE CLAIM.
These limitations apply to all claims, whether based on warranty, contract, tort, or any other legal theory.

12. Indemnification
You agree to indemnify, defend, and hold harmless Experienced Results, Univirtus LLC, and our affiliates, officers, directors, employees, agents, and contractors from any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney fees) arising from:

Your use of our services
Your breach of these Terms or any service agreement
Your violation of any law or regulation
Infringement of third-party intellectual property or other rights
Content, materials, or information you provide
Your business operations or marketing activities

13. Dispute Resolution
13.1 Governing Law
These Terms are governed by and construed in accordance with the laws of the State of Mississippi, without regard to its conflict of law principles.
13.2 Jurisdiction and Venue
Any legal action or proceeding arising out of or relating to these Terms or our services shall be brought exclusively in the state or federal courts located in [Your County], Mississippi. Both parties consent to the personal jurisdiction of these courts.
13.3 Informal Resolution
Before initiating any formal legal action, both parties agree to attempt to resolve disputes through good-faith negotiation for at least 30 days.
13.4 Arbitration
If negotiation fails, disputes may be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in [Your County], Mississippi. Each party bears its own costs, and the arbitrator’s decision is final and binding.
13.5 Class Action Waiver
You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

14. Force Majeure
We are not liable for any failure or delay in performance due to circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, government actions, internet or utility failures, or pandemics.

15. General Provisions
15.1 Amendments
We reserve the right to modify these Terms at any time. Changes will be effective immediately upon posting on our website with an updated effective date. Continued use of our services after changes constitutes your acceptance of the new Terms. For material changes, we will make reasonable efforts to provide notice.
15.2 Severability
If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.
15.3 Waiver
Failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision. No waiver shall be effective unless made in writing.
15.4 Assignment
You may not assign or transfer these Terms or any rights granted hereunder without our prior written consent. We may assign these Terms or any rights or obligations hereunder without restriction.
15.5 Entire Agreement
These Terms, together with any service agreements, proposals, or statements of work, constitute the entire agreement between you and Experienced Results regarding our services and supersede all prior agreements and understandings.
15.6 Headings
Section headings are for convenience only and do not affect the interpretation of these Terms.
15.7 Survival
Provisions related to payment, intellectual property, confidentiality, limitation of liability, indemnification, and dispute resolution survive termination of these Terms.

16. Contact Information
If you have any questions, concerns, or notices regarding these Terms, please contact us at:
Experienced Results
A DBA of Univirtus LLC
Email: contact@expresults.com
Website: experiencedresults.com