WCR MARKETING

TERMS AND CONDITIONS

Effective Date: July 2, 2024

These Terms and Conditions (“Terms”) constitute a legally binding agreement between you (“Customer,” “you,” or “your”) and WCR Marketing (“WCR Marketing,” “Company,” “we,” “us,” or “our”).

These Terms govern your access to and use of WCR Marketing websites, software, subscriptions, websites created or managed by WCR Marketing, CRM services, marketing services, Google Business Profile services, communication services, products, and any other services provided by WCR Marketing (collectively, the “Services”).

By purchasing, subscribing to, accessing, or using any Services, or by clicking a button indicating acceptance of these Terms, you agree to be bound by these Terms.

If you are accepting these Terms on behalf of a business or other organization, you represent that you have authority to bind that organization to these Terms.

If you do not agree to these Terms, you may not purchase, access, or use the Services.

1. ELIGIBILITY

You must be at least 18 years old and legally capable of entering into a binding agreement to purchase or use the Services.

You represent that all information you provide to WCR Marketing is accurate and that you have the authority to purchase Services on behalf of the applicable business or organization.

2. CHANGES TO THESE TERMS

WCR Marketing may update these Terms from time to time.

When material changes are made, we may provide notice through our website, software, email, account notifications, or another reasonable method.

Changes will become effective as stated in the updated Terms, subject to applicable law.

Your continued use of the Services after updated Terms become effective constitutes acceptance of those updated Terms to the extent permitted by law.

3. WCR MARKETING SERVICES

WCR Marketing provides various products and services that may include:

Website design and development

Website subscriptions

Website hosting and maintenance

Customer relationship management (“CRM”) software

Customer communication tools

SMS and email tools

Business phone services

Appointment scheduling

Estimates and invoicing tools

Payment integrations

Review and reputation management tools

Marketing automation

Sales pipelines

Funnels

Social media tools

Blog tools

Reporting and analytics

Google Business Profile management

Search engine optimization services

Advertising and lead generation services

Print and marketing products

Consulting

Training

Implementation services

Other related marketing, software, technology, and business services

The specific Services included in your account are determined by the plan, product, proposal, order form, checkout page, statement of work, or other agreement applicable to your purchase.

Not every feature or Service offered by WCR Marketing is included with every subscription.

4. ACCOUNTS

Certain Services may require an account.

You agree to provide accurate and current account information.

You are responsible for maintaining the confidentiality of your usernames, passwords, and other account credentials.

You are responsible for activity occurring through your account unless caused by WCR Marketing.

You agree to notify WCR Marketing promptly if you become aware of unauthorized access to your account.

Accounts may not be transferred to another person or business without WCR Marketing’s written approval.

5. CUSTOMER COOPERATION

Some Services require information, materials, approvals, access, or participation from the Customer.

You agree to provide requested materials and approvals within a reasonable period of time.

This may include:

Business information

Logos

Photographs

Videos

Service information

Service areas

Offers

Pricing

Testimonials

Website credentials

Domain access

Google Business Profile access

Social media access

CRM information

Customer lists

Advertising account access

Payment provider access

Other information reasonably required to perform the Services

Delays in providing required information, approvals, or access may delay delivery of the Services.

WCR Marketing is not responsible for delays caused by the Customer’s failure to provide requested information, materials, approvals, or access.

6. CUSTOMER RESPONSIBILITY FOR INFORMATION

You are responsible for reviewing information supplied to WCR Marketing and information published on your behalf.

You are responsible for ensuring that claims regarding your business are accurate and lawful.

This includes information regarding:

Licensing

Insurance

Certifications

Awards

Experience

Years in business

Guarantees

Warranties

Pricing

Discounts

Offers

Service areas

Business ownership

Customer testimonials

Professional qualifications

Service capabilities

WCR Marketing may rely on information supplied by you when providing the Services.

You agree to promptly notify WCR Marketing if information appearing in your Services is inaccurate or outdated.

7. PURCHASING SERVICES

The prices, features, billing frequency, setup fees, usage fees, and other applicable charges for Services will be disclosed through the applicable checkout page, proposal, order form, invoice, subscription page, or other purchasing process.

Submitting an order creates an obligation to pay the applicable charges.

You agree to provide accurate billing information and an authorized payment method.

8. PAYMENT PROCESSING

Payments may be processed by third-party payment processors.

WCR Marketing does not necessarily receive or store complete payment card information.

Your use of a third-party payment provider may also be subject to that provider’s terms and policies.

If payment is declined, reversed, disputed, charged back, or otherwise unsuccessful, WCR Marketing may suspend or terminate applicable Services.

You remain responsible for amounts properly owed under your agreement with WCR Marketing.

9. SUBSCRIPTIONS

Certain Services are provided through recurring subscriptions.

A paid subscription begins when payment is successfully received unless otherwise stated.

Subscriptions continue for the billing period identified at checkout or in the applicable agreement.

Unless otherwise stated, recurring subscriptions automatically renew until canceled.

You authorize WCR Marketing and its payment processor to charge the payment method associated with your account for recurring subscription charges and other authorized charges.

You are responsible for maintaining a valid payment method.

10. CANCELLATION

Unless a different cancellation requirement is stated in an applicable agreement, recurring month-to-month subscriptions may be canceled by providing clear notice to WCR Marketing before the next renewal date.

Cancellation generally becomes effective at the end of the current paid billing period.

Amounts already paid are generally non-refundable except where required by law or expressly agreed otherwise in writing.

Cancellation stops future subscription renewals but does not eliminate charges or obligations incurred before the effective cancellation date.

Services may remain available through the end of the applicable paid period unless otherwise stated or unless access is suspended for violation of these Terms.

11. FIXED-TERM AGREEMENTS

Certain Services may require an initial commitment or fixed term.

When a minimum commitment applies, the applicable proposal, order form, checkout page, or other written agreement will identify the commitment.

Cancellation of a fixed-term agreement does not automatically eliminate amounts due for the committed period unless WCR Marketing agrees otherwise in writing or applicable law requires otherwise.

12. SETUP, IMPLEMENTATION, AND OTHER ONE-TIME FEES

Certain Services may require setup, onboarding, implementation, optimization, design, migration, advertising, or other one-time fees.

Unless otherwise stated or required by law, these fees are non-refundable after work has begun.

Setup or implementation fees do not create ownership rights in WCR Marketing intellectual property, software, systems, websites, templates, workflows, or other Company Materials.

13. USAGE-BASED CHARGES

Certain Services may generate charges based on actual usage.

These may include, without limitation:

SMS messaging

Telephone calls

Phone numbers

Email services

Artificial intelligence services

Email verification

Premium workflow actions

Third-party software

Data services

Payment processing

Other metered or usage-based technology

These charges may be separate from your base subscription.

Usage charges may change when third-party provider pricing changes.

By enabling or using a usage-based feature, you authorize applicable usage charges associated with that feature.

WCR Marketing may establish reasonable usage limits, deposits, prepaid balances, or spending controls for certain Services.

14. WEBSITE SUBSCRIPTION SERVICES

Certain WCR Marketing plans include website design, development, hosting, maintenance, and related website services provided through a recurring subscription (“Website Subscription Services”).

Website Subscription Services are ongoing services.

Unless expressly stated otherwise in a separate written agreement, a Website Subscription is not:

A sale of a website;

An installment purchase of a website;

A lease-to-own arrangement;

A rent-to-own arrangement; or

A work-made-for-hire arrangement.

Payment of setup fees, monthly subscription fees, revision fees, or other charges does not by itself transfer ownership of the website, underlying design, code, system, or Company Materials to the Customer.

15. CUSTOMER-OWNED WEBSITE MATERIALS

The Customer retains ownership of materials that the Customer independently owned before providing them to WCR Marketing.

These may include:

Business names

Customer-owned trademarks

Customer-owned logos

Original photographs

Original videos

Customer databases

Customer lists

Original written materials supplied by the Customer

Other intellectual property independently owned by the Customer

Providing these materials to WCR Marketing does not transfer ownership of those materials to WCR Marketing.

You grant WCR Marketing a non-exclusive license to use, reproduce, modify, crop, resize, format, display, distribute, and publish Customer materials as reasonably necessary to provide, operate, maintain, promote, and support the Services.

You represent that you own or have permission to use all materials you provide to WCR Marketing.

16. OWNERSHIP OF SUBSCRIPTION WEBSITES

Unless otherwise expressly agreed in writing, websites created and provided through Website Subscription Services remain part of WCR Marketing’s subscription service.

WCR Marketing and/or its licensors retain ownership of applicable Company-created materials and intellectual property, including:

Website designs

Website layouts

Page structures

Design systems

Templates

Reusable sections

Reusable components

Company-created graphics

Company-created website copy

Code

Scripts

Automations

Forms

Workflows

Integrations

CRM configurations

Software configurations

Technical infrastructure

Reusable design elements

Processes

Systems

Methods

Development techniques

Other Company Materials

The Customer receives a limited, non-exclusive, non-transferable, revocable license to use the applicable subscription website for the Customer’s business while the applicable Website Subscription remains active, current, and paid.

17. STANDARDIZED WEBSITE FRAMEWORKS

WCR Marketing may use standardized frameworks, templates, components, layouts, processes, design systems, conversion strategies, and development methods to efficiently provide Website Subscription Services.

The Customer acknowledges that WCR Marketing may use similar:

Layouts

Components

Page structures

Functionality

Design systems

Templates

Processes

Conversion strategies

Technical systems

Website frameworks

for other WCR Marketing customers.

This may include customers operating in the same industry or geographic market.

Website subscriptions do not include:

Market exclusivity;

Territorial exclusivity;

Exclusive website layouts;

Exclusive templates;

Exclusive page structures;

Exclusive design systems; or

Exclusive use of WCR Marketing frameworks

unless WCR Marketing expressly agrees to such exclusivity in writing.

WCR Marketing may customize a website around the Customer’s business, branding, services, service areas, photographs, offers, content, and other information.

Such customization does not transfer ownership of the underlying WCR Marketing framework, template, design system, technology, or Company Materials.

18. WEBSITE PLANS AND PAGE LIMITS

Website plans may include different numbers of pages, revisions, features, users, software tools, and other Services.

The applicable plan determines what is included.

Requests outside the scope of the applicable plan may require:

An additional fee;

A plan upgrade;

A separate project; or

A separate written agreement.

WCR Marketing may offer optional additional website pages, redesigns, content, SEO services, or other website services for additional fees.

19. WEBSITE REVISIONS

Website subscriptions include only the revisions identified in the applicable plan or agreement.

A revision means a reasonable modification to the existing approved website project.

A revision does not automatically include:

A complete redesign;

A new website;

A new brand identity;

Unlimited copy changes;

Unlimited layout changes;

Additional pages;

Additional integrations; or

Services outside the purchased plan.

Additional revisions or redesign work may require additional fees.

20. WEBSITE APPROVAL

Customers are responsible for reviewing website content and providing requested revisions during the development process.

Once a website is approved or published, additional changes may be treated as ongoing maintenance, additional revisions, or additional project work depending on the Customer’s plan.

Publication of a website does not constitute a guarantee regarding search rankings, traffic, leads, calls, sales, or other results.

21. DOMAIN NAMES

A domain name owned by the Customer remains the Customer’s property.

Customers are encouraged to maintain domain registration in an account owned or controlled by the Customer whenever reasonably possible.

The Customer is responsible for maintaining registration and renewal of Customer-owned domains unless domain management is expressly included in the applicable Service.

If WCR Marketing purchases or registers a domain on behalf of the Customer, ownership and transfer rights may be subject to the applicable order, subscription, registration account, or separate written agreement.

Domain registration and transfer are also subject to the rules and policies of applicable domain registrars and registries.

22. WEBSITE HOSTING

Website hosting provided as part of a Website Subscription is available only while the applicable subscription remains active and paid unless otherwise agreed in writing.

If the Website Subscription ends, WCR Marketing is not required to continue hosting the website without an active hosting or website agreement.

23. WEBSITE CANCELLATION

If a Website Subscription is canceled, terminated, suspended, or becomes delinquent, WCR Marketing may disable or remove the website and associated Services at or after the end of the applicable paid subscription period.

Cancellation does not transfer ownership of the website or create any right to export, download, migrate, or transfer the functioning website to another platform. Because WCRM websites are built within WCRM’s platform environment, the website itself cannot be transferred platform-to-platform.

Customer-Owned Materials remain the Customer’s property as provided in these Terms.

24. WEBSITE TRANSFER, EXPORT, AND PLATFORM LIMITATIONS

Websites created through WCR Marketing Website Subscription Services are built and hosted within WCRM’s website platform and technology environment.

Due to the technical structure of the WCRM platform, WCRM websites cannot be exported, migrated, or transferred as functioning websites to another website platform, hosting provider, content management system, or website builder.

This includes, but is not limited to, transfers to platforms such as WordPress, Wix, Squarespace, Shopify, Webflow, or other third-party website platforms. If a Customer chooses to leave WCRM and use another website provider or platform, the website will generally need to be rebuilt on the Customer’s new platform.

Cancellation of a Website Subscription does not entitle the Customer to receive or transfer the underlying website, website files, source code, templates, layouts, software configuration, CRM infrastructure, automations, workflows, integrations, or other WCRM or third-party platform technology.

CUSTOMER-OWNED MATERIALS The inability to transfer the website does not change the Customer’s ownership of Customer-Owned Materials as defined in these Terms. Where reasonably available, the Customer may request copies of eligible Customer-Owned Materials in WCR Marketing’s possession, such as Customer-provided logos, original photographs, videos, and original written materials. The Customer remains free to use its Customer-Owned Materials when building a new website with another provider.

COMPANY-CREATED MATERIALS Website designs, layouts, templates, page structures, Company-created copy, graphics, code, systems, automations, workflows, software configurations, CRM infrastructure, and other Company Materials do not automatically transfer upon cancellation. WCR Marketing may, at its sole discretion, separately license, sell, or provide copies of certain eligible Company-created materials where technically and legally permitted. Any such arrangement must be expressly agreed to in writing and may be subject to an additional fee.

DOMAIN NAMES The technical inability to transfer a WCRM website does not prevent the transfer or continued use of a Customer-owned domain name. A Customer-owned domain may be disconnected from the WCRM website and connected to a replacement website or provider, subject to applicable registrar requirements and provided that the Customer has satisfied any outstanding obligations relating to the Services.

THIRD-PARTY AND PLATFORM LIMITATIONS Certain components of WCRM websites rely on proprietary or third-party technology that WCR Marketing does not have the ability or legal right to export or transfer. WCR Marketing is not responsible for rebuilding, recreating, or migrating a WCRM website onto another provider’s platform following cancellation unless WCR Marketing expressly agrees to provide such services in a separate written agreement.

The Customer acknowledges and agrees that subscribing to a WCRM website does not create an expectation or right that the functioning website can later be exported, downloaded, or transferred to another website platform.

25. THIRD-PARTY WEBSITE MATERIALS

Websites may contain or depend upon third-party:

Software

Fonts

Images

Videos

Plugins

APIs

Integrations

Hosting

CRM technology

Payment technology

Analytics technology

Licensed content

Other third-party materials

Those materials remain subject to the rights, licenses, restrictions, pricing, and terms of their respective owners.

WCR Marketing cannot transfer ownership of technology or materials it does not own.

26. CRM AND SOFTWARE SERVICES

Certain WCR Marketing plans include access to CRM, communication, scheduling, invoicing, estimating, automation, marketing, reporting, or other software functionality.

Software Services are provided as access to an ongoing service.

Purchasing or subscribing to WCR Marketing software does not transfer ownership of the underlying software, platform, code, technology, infrastructure, workflows, or systems.

WCR Marketing may provide Services using third-party technology or white-label technology.

The availability and functionality of certain features may depend upon third-party providers.

Features may be added, modified, replaced, restricted, or discontinued from time to time.

27. THIRD-PARTY SOFTWARE AND INTEGRATIONS

WCR Marketing may integrate with third-party products or services.

Examples may include:

Payment processors

Google

Meta

Social media platforms

Domain registrars

Email providers

SMS providers

Phone providers

Artificial intelligence providers

Accounting platforms

Scheduling platforms

Advertising platforms

Analytics providers

Other software providers

WCR Marketing does not control these third parties.

Changes, outages, restrictions, suspensions, pricing changes, API changes, policy changes, or discontinuation by third-party providers may affect the Services.

WCR Marketing is not responsible for third-party outages, platform decisions, account suspensions, algorithm changes, or other actions outside WCR Marketing’s reasonable control.

28. PAYMENT PROCESSING FEATURES

Where supported, WCR Marketing Services may allow Customers to connect third-party payment processors.

WCR Marketing is not necessarily the payment processor.

Payment processing fees, disputes, chargebacks, reserves, holds, refunds, and payment availability may be governed by the applicable payment provider.

The Customer is responsible for complying with the payment provider’s terms.

29. GOOGLE BUSINESS PROFILE SERVICES

WCR Marketing may provide Google Business Profile (“GBP”) management, optimization, content, reputation management, local visibility tracking, or related Services.

WCR Marketing does not own or control Google or its ranking algorithms.

WCR Marketing does not guarantee:

Google rankings;

Map Pack placement;

First-page placement;

A particular ranking position;

Calls;

Website visits;

Leads;

Appointments;

Sales;

Revenue; or

Any specific business result.

Results may vary based on factors including:

Location

Competition

Proximity

Reviews

Business history

Website authority

Customer participation

Google policies

Google algorithms

Market conditions

Third-party data

Other factors outside WCR Marketing’s control

WCR Marketing may manage and optimize areas reasonably within its control using current practices, but Google retains control over its platform and search results.

30. REVIEWS AND REPUTATION MANAGEMENT

WCR Marketing may provide tools or Services designed to help Customers request, monitor, organize, respond to, or manage customer feedback and reviews.

The Customer agrees to use review-related Services in compliance with applicable law and applicable review-platform policies.

WCR Marketing does not guarantee:

A particular number of reviews;

Positive reviews;

Removal of negative reviews;

Improved ratings;

Improved rankings;

Or any particular business result.

Third-party review platforms retain control over their own content, moderation, publication, and removal decisions.

31. ADVERTISING AND LEAD GENERATION

WCR Marketing may provide advertising, campaign management, lead generation, consulting, or related Services.

Advertising performance is affected by factors outside WCR Marketing’s control.

WCR Marketing does not guarantee:

Lead volume;

Lead quality;

Cost per lead;

Appointments;

Sales;

Revenue;

Return on advertising spend;

Profitability; or

Any other specific advertising result.

Advertising platforms may change pricing, policies, targeting, algorithms, account access, or other functionality without notice.

Unless expressly stated otherwise, advertising spend paid to third-party advertising platforms is separate from WCR Marketing management fees.

32. SEARCH ENGINE OPTIMIZATION

WCR Marketing may provide websites that include an SEO-focused or SEO-ready foundation.

Standard website subscriptions do not include ongoing managed SEO unless expressly identified in the applicable plan or agreement.

Website SEO foundations may include applicable items such as:

Page titles

Meta descriptions

Heading structure

Mobile-friendly design

Service relevance

Location relevance

Image optimization

Internal linking

Clean URLs

Basic schema where supported

Native sitemap functionality

Other technical settings where supported

WCR Marketing does not guarantee:

Search engine indexing;

Specific keyword rankings;

First-page rankings;

AI search visibility;

Organic traffic;

Leads;

Calls;

Sales; or

Revenue.

Search engine optimization results depend on many factors outside WCR Marketing’s control.

33. SOCIAL MEDIA AND CONTENT SERVICES

WCR Marketing may create or publish content for Customers through websites, social media platforms, Google Business Profiles, email, SMS, blogs, or other channels.

The Customer remains responsible for the accuracy and legality of business-specific information provided to WCR Marketing.

Third-party platforms may reject, remove, restrict, or modify content according to their own policies.

34. SMS, EMAIL, AND TELEPHONE SERVICES

Certain Services may allow Customers to communicate with their own customers or prospects through SMS, email, telephone, voicemail, or other channels.

The Customer is responsible for ensuring that its communications comply with applicable laws, regulations, consent requirements, and industry rules.

This may include, where applicable:

Telephone Consumer Protection Act requirements;

CAN-SPAM requirements;

Consent requirements;

Opt-out requirements;

Do-not-call requirements;

Carrier requirements; and

Messaging provider policies.

WCR Marketing does not provide legal advice regarding the Customer’s communication compliance.

Customers should consult qualified legal counsel regarding their own messaging practices.

35. CUSTOMER DATA

As between the Customer and WCR Marketing, the Customer retains its rights in Customer data supplied to or collected through the Customer’s account, subject to these Terms, applicable law, and third-party platform terms.

The Customer is responsible for maintaining appropriate records and backups of important business information.

WCR Marketing does not guarantee indefinite storage of Customer data.

36. DATA FOLLOWING CANCELLATION

Customers are responsible for exporting or requesting eligible Customer data they wish to retain before termination where export functionality is available.

Following cancellation or termination, WCR Marketing may delete or remove account data, website content, CRM information, files, communications, or other materials in accordance with normal data-retention practices and applicable law.

WCR Marketing does not guarantee that data will remain available after cancellation.

The ability to export certain data may depend upon technical and third-party platform limitations.

37. INTELLECTUAL PROPERTY

Except for Customer-Owned Materials and third-party materials, all intellectual property rights in WCR Marketing Services and Company Materials are owned by WCR Marketing, its affiliates, licensors, or applicable providers.

This may include:

Trademarks

Logos

Software

Website systems

Templates

Designs

Graphics

Copy

Documentation

Workflows

Automations

Training materials

Processes

Methods

Videos

Marketing materials

Technology

Other proprietary materials

Except for limited rights expressly granted through the Services, these Terms do not transfer ownership of WCR Marketing intellectual property to the Customer.

38. LIMITED LICENSE

While your applicable subscription remains active and paid, WCR Marketing grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use applicable WCR Marketing Services and Company Materials for your own business purposes.

This license ends when the applicable Service terminates unless WCR Marketing expressly agrees otherwise in writing.

39. PROHIBITED USE

You may not:

Copy or resell WCR Marketing software or systems without authorization;

Reverse engineer applicable software;

Attempt unauthorized access to WCR Marketing systems;

Use WCR Marketing Services for unlawful purposes;

Use Services to transmit malicious software;

Interfere with the operation of Services;

Misrepresent your identity;

Infringe intellectual property rights;

Use Services to send unlawful spam or communications;

Use Services in violation of third-party platform policies;

Attempt to obtain proprietary source code or infrastructure;

Resell Services without authorization; or

Use WCR Marketing intellectual property to create a directly competing product or service in violation of applicable law and these Terms.

40. CUSTOMER CONTENT

You are responsible for materials you provide to WCR Marketing.

You represent that you have all necessary rights and permissions to provide and authorize use of those materials.

Customer content must not:

Violate applicable law;

Infringe intellectual property rights;

Violate privacy or publicity rights;

Contain unlawful or fraudulent information;

Contain malicious software; or

Otherwise expose WCR Marketing to unreasonable legal risk.

WCR Marketing may decline to publish or may remove content that reasonably appears to violate these Terms or applicable law.

41. PORTFOLIO AND PROMOTIONAL USE

Unless otherwise agreed in writing, WCR Marketing may display completed or publicly available work created for Customers in its portfolio, website, sales materials, social media, case studies, or other promotional materials.

Such use may include publicly available:

Website screenshots

Business names

Logos

Website designs

Public-facing marketing materials

Public results or metrics where appropriate and lawfully available

WCR Marketing will not intentionally disclose confidential Customer information through portfolio use.

42. FEEDBACK

If you provide suggestions, ideas, or feedback regarding WCR Marketing Services, WCR Marketing may use that feedback to improve its products and Services without obligation to compensate you.

43. SERVICE CHANGES

WCR Marketing may improve, modify, replace, or discontinue features of the Services.

We may also change third-party providers or technology used to deliver Services.

Where practical, WCR Marketing will attempt to avoid materially reducing the core purpose of a paid Service during an active paid period.

However, some changes may be necessary because of:

Third-party provider changes;

Legal requirements;

Security concerns;

Technology changes;

Platform restrictions;

Carrier requirements;

Software changes; or

Other circumstances outside WCR Marketing’s control.

44. SUSPENSION OF SERVICES

WCR Marketing may suspend Services if:

Payment becomes past due;

A payment is disputed or charged back;

The Customer violates these Terms;

The Customer uses Services unlawfully;

The Customer creates a security risk;

A third-party provider requires suspension;

Continuing the Services may expose WCR Marketing to legal liability; or

Suspension is reasonably necessary to protect WCR Marketing, its customers, or its systems.

Suspension does not eliminate amounts properly owed.

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WCR Marketing may terminate Services for material violation of these Terms, unlawful activity, abuse of Services, nonpayment, fraud, security concerns, or other material breach.

Where reasonably appropriate, WCR Marketing may provide an opportunity to correct a breach before termination.

Immediate suspension or termination may occur when reasonably necessary to protect WCR Marketing, its systems, third parties, or the public.

46. EFFECT OF TERMINATION

Upon termination:

Your right to access terminated Services ends;

Applicable subscription licenses end;

Website hosting may end;

Software access may end;

Automations and integrations may stop;

Phone numbers or communication services may become unavailable;

Customer data may eventually be deleted;

Company Materials remain owned by WCR Marketing or their applicable owners; and

Amounts properly incurred before termination remain due.

Sections that by their nature should survive termination will survive, including provisions relating to ownership, payment obligations, intellectual property, disclaimers, limitations of liability, indemnification, and dispute resolution.

47. NO GUARANTEE OF BUSINESS RESULTS

WCR Marketing provides marketing, website, software, technology, consulting, and related Services.

Business results vary.

WCR Marketing does not guarantee:

Rankings;

Traffic;

Website visitors;

Calls;

Leads;

Reviews;

Appointments;

Customers;

Sales;

Revenue;

Profit;

Return on investment;

Return on advertising spend;

Conversion rates;

Business growth; or

Any specific financial or marketing outcome.

Results may depend on factors outside WCR Marketing’s control, including:

Customer participation;

Competition;

Market conditions;

Pricing;

Sales ability;

Reputation;

Location;

Advertising platforms;

Search engines;

Algorithms;

Third-party technology;

Consumer behavior;

Economic conditions; and

Other external factors.

48. THIRD-PARTY PLATFORMS

WCR Marketing is not responsible for decisions made by third-party platforms.

This includes account:

Suspensions;

Restrictions;

Verification requirements;

Content removals;

Policy enforcement;

Ranking changes;

Algorithm changes;

API limitations;

Feature changes;

Outages; or

Termination.

WCR Marketing may assist Customers with third-party platform issues where reasonably possible but cannot guarantee resolution.

49. AVAILABILITY OF SERVICES

Services are provided on an “as available” basis.

WCR Marketing does not guarantee uninterrupted operation.

Temporary interruptions may occur because of:

Maintenance;

Software updates;

Internet outages;

Third-party outages;

Security incidents;

Carrier issues;

Platform failures;

Force majeure events; or

Other technical circumstances.

50. DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

WCR MARKETING DISCLAIMS ALL WARRANTIES NOT EXPRESSLY PROVIDED IN WRITING, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WCR MARKETING DOES NOT WARRANT THAT:

THE SERVICES WILL ALWAYS BE AVAILABLE;

THE SERVICES WILL BE ERROR-FREE;

ALL DEFECTS WILL BE CORRECTED;

THIRD-PARTY SERVICES WILL REMAIN AVAILABLE;

THE SERVICES WILL PRODUCE ANY PARTICULAR BUSINESS RESULT; OR

THE SERVICES WILL MEET EVERY CUSTOMER REQUIREMENT.

51. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WCR MARKETING AND ITS OWNERS, AFFILIATES, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

THIS INCLUDES, WITHOUT LIMITATION:

LOST PROFITS;

LOST REVENUE;

LOST BUSINESS;

LOST OPPORTUNITIES;

LOST DATA;

LOSS OF GOODWILL;

ADVERTISING LOSSES;

BUSINESS INTERRUPTION; OR

OTHER CONSEQUENTIAL LOSSES

ARISING FROM OR RELATING TO THE SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WCR MARKETING’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO THE SERVICES WILL NOT EXCEED THE AMOUNT ACTUALLY PAID BY THE CUSTOMER TO WCR MARKETING FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Some jurisdictions do not allow certain limitations of liability, so some limitations may not apply to you.

52. INDEMNIFICATION

To the extent permitted by law, you agree to indemnify, defend, and hold harmless WCR Marketing and its affiliates, owners, officers, employees, contractors, agents, successors, and assigns from claims, liabilities, damages, judgments, losses, costs, and reasonable attorneys’ fees arising from or relating to:

Your violation of these Terms;

Your unlawful use of the Services;

Customer Content supplied by you;

Claims or representations made by your business;

Your communications with your customers or prospects;

Your violation of third-party rights;

Your violation of applicable law; or

Your misuse of the Services.

WCR Marketing reserves the right to control the defense of claims subject to indemnification, and you agree to reasonably cooperate.

53. COPYRIGHT AND INTELLECTUAL PROPERTY COMPLAINTS

WCR Marketing respects intellectual property rights.

If you believe content used through WCR Marketing Services infringes your copyright, please provide sufficient information to identify:

The copyrighted work;

The allegedly infringing material;

The location of the material;

Your contact information;

A statement that you have a good-faith belief that the use is unauthorized;

A statement that the information supplied is accurate and that you are authorized to act on behalf of the copyright owner; and

Your physical or electronic signature.

Copyright notices may be sent to:

WCR Marketing

555 Goffle Road, Suite 102

Ridgewood, NJ 07450

Email:

[email protected]

54. PRIVACY

Use of WCR Marketing Services is also subject to the WCR Marketing Privacy Policy.

The Privacy Policy describes how applicable personal information may be collected, used, stored, and disclosed.

Customers using WCR Marketing tools to collect information from their own customers are responsible for maintaining appropriate privacy notices and complying with applicable privacy laws.

55. WCR MARKETING SMS PROGRAM

Where you separately consent to receive SMS messages directly from WCR Marketing, message frequency may vary.

Message and data rates may apply.

You may opt out of WCR Marketing SMS messages by replying:

STOP

After opting out, you may receive a confirmation message.

For assistance, reply:

HELP

or contact:

[email protected]

Carriers are not liable for delayed or undelivered messages.

Consent to receive marketing SMS messages from WCR Marketing is not a condition of purchasing Services unless otherwise permitted by applicable law.

56. CONFIDENTIALITY

Each party may receive non-public information belonging to the other party while Services are being provided.

Each party agrees to use reasonable care to protect confidential information and to use it only as reasonably necessary in connection with the Services.

Confidential information does not include information that:

Is publicly available through no breach of these Terms;

Was lawfully known before disclosure;

Is received lawfully from another source;

Is independently developed without use of confidential information; or

Must be disclosed by law.

57. GOVERNING LAW

These Terms and any dispute arising from or relating to these Terms or the Services will be governed by the laws of the State of New Jersey, without regard to conflict-of-law principles, except where applicable law requires otherwise.

58. DISPUTE RESOLUTION

Before filing a formal legal claim, the parties agree to make a reasonable good-faith effort to resolve the dispute informally.

A Customer may begin this process by sending written notice describing the dispute to:

WCR Marketing

555 Goffle Road, Suite 102

Ridgewood, NJ 07450

[email protected]

The parties will attempt in good faith to resolve the dispute.

If the dispute cannot be resolved informally, WCR Marketing may, where legally permitted and at its election, require the dispute to be resolved through binding individual arbitration administered by the American Arbitration Association under its applicable rules.

Any arbitration will take place in New Jersey unless the parties agree otherwise or applicable law requires another location.

The arbitrator may award relief available under applicable law.

Judgment on an arbitration award may be entered in a court of competent jurisdiction.

59. CLASS ACTION AND JURY TRIAL WAIVER

TO THE EXTENT PERMITTED BY APPLICABLE LAW, DISPUTES SUBJECT TO ARBITRATION WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS.

YOU AND WCR MARKETING AGREE NOT TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ARBITRATION TO THE EXTENT SUCH WAIVER IS PERMITTED BY LAW.

TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL FOR CLAIMS SUBJECT TO A VALID AND ENFORCEABLE ARBITRATION AGREEMENT.

If any portion of this section is found unenforceable, that determination will not automatically invalidate the remaining enforceable provisions.

60. TIME LIMIT FOR CLAIMS

To the extent permitted by applicable law, any claim arising from or relating to these Terms or the Services must be brought within one (1) year after the claim arose.

If applicable law does not permit this limitation, the legally required limitation period will apply.

61. FORCE MAJEURE

WCR Marketing will not be liable for delays or failure to perform caused by events reasonably outside its control.

These may include:

Natural disasters;

Severe weather;

Fire;

Flood;

War;

Terrorism;

Civil unrest;

Labor disputes;

Government action;

Internet outages;

Utility failures;

Cyberattacks;

Third-party platform outages;

Telecommunications failures;

Pandemics;

Acts of God; or

Other events beyond WCR Marketing’s reasonable control.

62. ASSIGNMENT

You may not assign your rights or obligations under these Terms without WCR Marketing’s prior written consent.

WCR Marketing may assign its rights and obligations in connection with a merger, acquisition, sale, restructuring, transfer of business assets, or other legitimate business transaction, subject to applicable law.

63. NO PARTNERSHIP OR AGENCY

Nothing in these Terms creates a partnership, joint venture, employment relationship, franchise, fiduciary relationship, or agency relationship between the Customer and WCR Marketing.

Neither party has authority to bind the other except as expressly agreed in writing.

64. WAIVER

Failure by WCR Marketing to enforce a provision of these Terms does not waive the right to enforce that provision later.

A waiver is effective only when expressly provided by WCR Marketing.

65. SEVERABILITY

If any provision of these Terms is determined to be invalid, illegal, or unenforceable, the remaining provisions will continue in effect to the fullest extent permitted by law.

66. ENTIRE AGREEMENT

These Terms, together with any applicable:

Order form;

Proposal;

Checkout terms;

Statement of work;

Subscription agreement;

Privacy Policy; and

Other written agreement expressly incorporated into the purchase

constitute the agreement between the parties concerning the applicable Services.

If a separately signed written agreement expressly conflicts with these Terms, the specifically negotiated written agreement will control with respect to that conflict.

67. ELECTRONIC COMMUNICATIONS

You agree that WCR Marketing may provide agreements, invoices, notices, disclosures, receipts, and other business communications electronically where permitted by law.

Electronic acceptance of an agreement has the same effect as acceptance in writing to the extent permitted by applicable law.

68. CONTACT INFORMATION

Questions regarding these Terms may be directed to:

WCR Marketing

555 Goffle Road, Suite 102

Ridgewood, NJ 07450

Email:

[email protected]

69. ACKNOWLEDGMENT

BY PURCHASING, SUBSCRIBING TO, ACCESSING, OR USING WCR MARKETING SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO THESE TERMS AND CONDITIONS.