Version 1.0 | Effective July 7, 2026
These Legal Terms and Conditions are incorporated by reference into every
signed Agreement with Huntley Solutions, LLC, doing business as Winni Webworks unless otherwise stated.
Table of
Contents
1. Definitions
2. Changes in Scope
3. Intellectual Property
4. Third-Party
Software
5. Website Hosting Terms
6. Website Maintenance Terms
7. Acceptable Use
8.
Warranties
9. Limitation of Liability
10. Confidentiality
11. Independent Contractor
12.
Subcontractors
13. Technical Risk Disclaimer
14. Default
15. Remedies
16. Dispute
Resolution
17. Governing Law
18. Notice
19. Waiver of Contractual Right
20. Assignment
21.
Amendment
22. Marketing
23. Severability
24. AI Generated Content
25. Accessibility
Compliance
26. Domain Registration
27. Force Majeure
1. Definitions
For
purposes of these Legal Terms and Conditions, the following definitions
apply:
Provider means Huntley Solutions, LLC, doing business as Winni
Webworks ("Winni Webworks"), its owner, employees, contractors, and authorized
representatives.
Recipient means the individual, business, organization, or other legal
entity that purchases or receives Services from the Provider and enters into an Agreement with the
Provider.
Services means any work performed by the Provider, including but not
limited to website design, website development, website maintenance, website hosting, website repairs,
search engine optimization (SEO), website consulting, technical support, content updates, social
media engagement, graphic design, analytics services, training, or any other services described in a
proposal, quote, invoice, statement of
work, or other written agreement.
Agreement
means the signed proposal, quote, estimate, scope of work, invoice, or other written document accepted by
both Parties that references and incorporates these Legal Terms
and Conditions.
Deliverables means the final work product specifically identified in
the Agreement as being provided to the Recipient, including but not limited to completed websites, web pages,
custom graphics, website content, documentation, reports, search engine optimization (SEO) deliverables,
training materials, analytics reports, custom functionality, social media content, or other project-specific
materials created by the Provider. Deliverables do not include the Provider's pre-existing intellectual
property, proprietary methodologies, reusable code, templates, frameworks, processes, scripts, software
libraries, design assets, or other Provider Materials unless expressly identified in the
Agreement.
Legal Terms and Conditions
2. Changes in Scope. The
Services to be provided by the Provider are limited to the scope of work described in the applicable
Agreement, proposal, quote, or scope of work.
Any request by the Recipient to modify, expand, or add to
the agreed-upon Services shall constitute a change in scope. Examples include, but are not limited to,
additional pages, new
functionality, custom integrations, e-commerce features, revisions beyond those
included in the Agreement, content creation, search engine optimization (SEO), graphic design, photography,
copywriting, migration of additional content, training, or other work not expressly identified in the original
scope.
The Provider will notify the Recipient if a requested change is outside the original scope of
Services. Before performing such additional work, the Provider may provide a revised estimate,
proposal, or change order outlining any additional fees, revised timelines, or other applicable terms. No
additional work will begin until the Recipient approves the revised scope.
Any approved change in scope
may result in adjustments to the project schedule, completion date, and total project cost. The Provider
shall not be responsible for delays resulting from requested changes or the time required to review,
estimate, and implement
additional work.
The Provider reserves the right to decline requests for
additional work that fall outside the Provider's services, expertise, availability, or business
practices.
3. Intellectual Property. In connection with the Services, the
Provider may create or use various materials, including but not limited to plans, drawings, specifications,
reports, advice, analyses, designs, methodologies, software code, templates, frameworks, processes,
documentation, artwork, graphics, and other intellectual property.
Upon the Recipient's payment in full
of all amounts due under this Agreement, ownership of the final deliverables that are specifically created for
the Recipient as part of the Services (the "Work Product"), including the completed website design, website
content created for the Recipient, custom graphics, and custom functionality developed exclusively for the
Recipient, shall transfer to the Recipient, except as otherwise provided below.
Notwithstanding the
foregoing, the Provider shall retain all right, title, and interest in any pre-existing intellectual property
and any general tools, templates, frameworks, methodologies, processes, libraries, utilities, reusable code,
scripts, documentation, know-how, techniques, designs, concepts, and other materials developed or owned by the
Provider before or independently of this Agreement, or that are capable of general application to other
projects ("Provider Materials"). To the extent any Provider Materials are incorporated into the Work Product,
the Provider grants the Recipient a perpetual, non-exclusive, royalty-free license to use those Provider
Materials solely as part of the Work Product for its intended purpose.
Any intellectual property
provided by the Recipient to the Provider, including but not limited to logos, photographs, written content,
trademarks, and other materials, shall remain the property of the Recipient.
4. Third Party
Software. The Recipient acknowledges that the website may utilize third-party software,
including but not limited to content management systems, themes, plugins, fonts, APIs, payment processors,
analytics services, hosting platforms, and other software or services provided by independent third
parties.
The Provider does not own or control such third-party products and is not responsible for
their continued availability, licensing terms, pricing, feature changes, security vulnerabilities,
compatibility issues, or discontinuation.
The Recipient is responsible for any recurring license fees
associated with third-party software unless otherwise expressly included in a maintenance or hosting
agreement.
The Provider may recommend updates or replacement software if third-party products become
unsupported, insecure, or incompatible. Any work required to replace or substantially modify third-party
software may be billed as additional services unless covered by an active maintenance
agreement.
5. Website Hosting Terms. If the Recipient purchases website hosting
through the Provider, the Provider will make reasonable efforts to maintain reliable hosting services but does
not guarantee uninterrupted availability or uptime.
Hosting services are billed in advance and shall
automatically renew unless cancelled in writing by either Party.
The Recipient is responsible for
maintaining current payment information. Failure to make timely payments may result in suspension or
termination of hosting services.
The Provider reserves the right to suspend or terminate hosting
services for non-payment, illegal activity, security threats, excessive resource usage, or violations of this
Agreement.
Upon termination of hosting services, the Recipient may request a copy of their website
files and database, provided all outstanding invoices have been paid in full.
6. Website
Maintenance Terms. Website maintenance services are limited to the services specifically included
within the Recipient's selected maintenance plan or written agreement.
Maintenance may include software
updates, plugin updates, security monitoring, backups, minor content edits, bug fixes, and technical
support.
Unless otherwise agreed, maintenance does not include redesigns, new functionality, custom
development, SEO services, copywriting, photography, graphic design, or major content additions.
Unused
maintenance hours do not roll over unless specifically stated in the maintenance plan.
The Provider
shall not be responsible for correcting issues caused by unauthorized modifications, third-party developers,
malware infections, unsupported software, or changes made directly by the Recipient.
7.
Acceptable Use. The Recipient agrees not to use any website, hosting services, or deliverables
provided by the Provider for any unlawful, fraudulent, abusive, defamatory, malicious, or infringing
purpose.
The Recipient shall not knowingly upload or distribute malware, spam, phishing content,
copyrighted material without authorization, illegal content, or material that violates applicable laws or the
rights of others.
The Provider reserves the right to suspend services if the Recipient's website
presents a security risk, violates applicable law, or materially interferes with the operation of hosting
infrastructure or third-party services.
8. Warranties. The Provider warrants that the
Services will be performed in a professional and workmanlike manner consistent with generally accepted
industry standards.
Except as expressly stated in this Agreement, the Services and any deliverables are
provided "as is," without any express or implied warranties, including warranties of merchantability, fitness
for a particular purpose, title, non-infringement, uninterrupted operation, or compatibility with future
software, browsers, operating systems, search engines, or third-party services.
The Provider does not
guarantee specific business results, website traffic, search engine rankings, sales, lead generation,
accessibility compliance, security against all cyber threats, or uninterrupted website
availability.
9. Limitation of Liability. To the fullest extent permitted by
applicable law, the Provider's total liability arising out of or relating to this Agreement or the Services
provided shall not exceed the total amount paid by the Recipient to the Provider under this Agreement during
the twelve (12) months preceding the event giving rise to the claim. Under no circumstances shall the Provider
be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, including but
not limited to lost profits, lost revenue, lost business opportunities, loss of data, business interruption,
or reputational harm, even if advised of the possibility of such damages.
The Provider shall not be
liable for delays, outages, security incidents, data loss, or service interruptions caused by third-party
hosting providers, domain registrars, payment processors, software vendors, internet service providers, or
circumstances beyond the Provider's reasonable control.
10. Confidentiality. Each
Party acknowledges that, in connection with this Agreement, it may receive confidential and trade secret
information of the other Party relating to its business operations and development (collectively, “Proprietary
Information”). The Parties agree that such Proprietary Information is secret and commercially
valuable.
“Confidential Information” means any non-public, commercially valuable information disclosed
in oral, written, electronic, or other form, including but not limited to documents, methods, techniques,
software, inventions, intellectual property, business plans, financial information, and information relating
to research and development, marketing, personnel, customers, or suppliers. Confidential Information need not
be marked or labeled as confidential if, under the circumstances of disclosure, it reasonably should be
understood to be confidential. Confidential Information does not include information that is publicly known or
available at the time of disclosure.
Each Party agrees that it shall not disclose the other Party’s
Proprietary Information to any unauthorized third party during the term of this Agreement and, with respect to
Confidential Information, for a period of three (3) years following termination of this
Agreement.
11. Independent Contractor. The Provider is an independent contractor and
is not an employee, partner, joint venturer, agent, or representative of the Recipient. Nothing contained in
this Agreement shall be interpreted as creating an employer-employee relationship, partnership, joint venture,
or agency relationship between the Parties.
The Provider shall be solely responsible for all taxes,
insurance, licenses, permits, and other obligations arising from the Provider's business
operations.
12. Subcontractors. The Provider shall be permitted to use subcontractors
in the provision of Services to the Recipient. The Provider shall be responsible for the work of a
subcontractor whose work shall be undertaken to the same standard as required by this
Agreement.
13. Technical Risk Disclaimer. Client acknowledges that website
updates, backups, software modifications, and migrations carry inherent technical risks. Provider agrees to
take reasonable precautions, including backups when possible, but is not liable for:
- Pre-existing
malware
- Third-party plugin/theme conflicts
- Hosting provider outages
- Data corruption
outside Provider’s control
Liability is limited to the total amount paid under the applicable Scope of
Work.
14. Default. The occurrence of any of the following shall constitute a
material default under this Agreement:
(a) The Failure to make a required payment when due.
(b)
The insolvency or bankruptcy of either party.
(c) The subjection of any of either party’s property to
any levy, seizure, general assignment for the benefit of creditors, application, or sale for or by any
creditor or government agency.
(d) The failure to make available or deliver the Services in the time and
manner provided for in this Agreement.
15. Remedies. In addition to any and
all other rights a party may have available according to law, if a party defaults by failing substantially
perform any provisions, term or condition of this Agreement (including without limitation the failure to make
a monetary payment when due), the other party may terminate the Agreement providing written notice to the
defaulting party. This notice shall describe with sufficient detail the nature of the default. The party
receiving the notice shall have 30 days from the effective date of such notice to cure the default(s). Unless
waived in writing by a party providing notice, the failure to cure the default(s) within such time period
shall result in the automatic termination of this Agreement.
16. Dispute
Resolution. The parties will attempt to resolve any dispute arising out of or relating to this
Agreement through friendly negotiations amongst the parties. If the matter is not resolved by negotiations
within 30 days, the parties will either decide to terminate the Agreement or resolve the dispute using the
below Alternative Dispute Resolution (ADR) procedure.
Any controversies or disputes arising out
of or relating to this Agreement will be resolved by binding arbitration under the rules of the American
Arbitration Association. The arbitrator’s award will be final, and judgement may be entered upon it by any
court having proper jurisdiction.
17. Governing Law. This Agreement shall be
construed in accordance with the laws of New Hampshire.
18. Notice. Any notice of
communication required or permitted under this Agreement shall be sufficiently given if delivered in person,
by e-mail, or by mail, return receipt requested, to the address set forth in the opening
paragraph.
19. Waiver of Contractual Right. The failure of either party to
enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right
to subsequently enforce and compel strict compliance with every provision of this
Agreement.
20. Assignment. Neither party may assign or transfer this Agreement
without the prior written consent of the non-assigning party, whose consent shall not be unreasonably
withheld.
21. Amendment. No amendment, modification, waiver, or addition to this
Agreement shall be valid unless made in writing and signed or otherwise acknowledged electronically by both
Parties.
Requests for additional work outside the original Scope of Work may require a separate written
change order or proposal and may result in additional fees and revised project timelines.
22.
Marketing. The Recipient acknowledges and agrees that the Provider may reference and use
non-confidential information relating to the Services for the Provider’s marketing and promotional purposes,
including but not limited to case studies, proposals, presentations, websites, social media, and other
publicly shareable formats.
Such use shall be limited to information that does not disclose the
Recipient’s confidential, proprietary, or sensitive business information and does not misrepresent the nature
or results of the Services provided.
If the Recipient does not wish for its non-confidential
information, name, logo, or project details to be used for such purposes, the Recipient must notify the
Provider in writing prior to or upon execution of the signed Service Agreement. In the absence of such written
notice, the Recipient shall be deemed to have granted consent for the Provider’s use as described in this
Section.
The Provider agrees to comply with any reasonable written brand guidelines provided by the
Recipient.
23. Severability. If any provision of this Agreement is determined to
be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The
invalid provision shall be modified only to the extent necessary to make it enforceable while preserving the
Parties' original intent whenever possible.
24. AI Generated Content. The Provider may
utilize artificial intelligence ("AI") tools and services to assist in the creation, editing, organization,
optimization, or generation of certain Deliverables, including but not limited to written content, images,
graphics, code, design concepts, metadata, search engine optimization (SEO) recommendations, documentation,
and other project-related materials.
The Provider represents that all AI-generated content will be
reviewed, edited, and evaluated by the Provider prior to delivery to the Recipient. The Recipient acknowledges
that AI-generated content may contain inaccuracies, omissions, outdated information, factual errors, or
similarities to publicly available materials and agrees that the Recipient is solely responsible for reviewing
and approving all Deliverables before publication or use.
Unless expressly stated otherwise in writing,
the Provider does not warrant that AI-generated content is original, error-free, legally compliant, free from
copyright claims, suitable for any particular purpose, or compliant with applicable accessibility,
advertising, privacy, or industry-specific regulations.
The Recipient remains solely responsible for
the final approval, accuracy, legality, and use of all content published on its website or other digital
properties.
25. Accessibility Compliance. The Provider will make commercially
reasonable efforts to design and develop websites in accordance with generally accepted web development
practices and may implement accessibility features when specifically requested by the Recipient or included
within the agreed scope of Services.
Unless expressly stated in the Agreement, the Provider does not
represent or warrant that any website, Deliverable, or digital content will comply with the requirements of
the Americans with Disabilities Act (ADA), the Web Content Accessibility Guidelines (WCAG), Section 508, or
any other accessibility standard, regulation, or legal requirement.
Accessibility compliance may
require specialized design, testing, remediation, third-party audits, ongoing monitoring, and periodic updates
that are outside the scope of standard website design or maintenance services unless expressly included in the
Agreement.
The Recipient is responsible for providing accessible content, including but not limited to
documents, images, videos, downloadable files, forms, and written content supplied to the Provider. The
Provider shall not be liable for accessibility issues resulting from content provided by the Recipient,
third-party software, plugins, or modifications made after project completion.
26. Domain
Registration. At the Recipient's request, the Provider may assist with the registration, transfer,
renewal, configuration, or management of internet domain names. Unless otherwise agreed in writing, all domain
names shall be registered in the Recipient's name using information supplied by the Recipient.
The
Recipient acknowledges that domain names are provided through independent third-party registrars and are
subject to the registrar's terms, pricing, policies, renewal requirements, transfer restrictions, and
availability. The Provider does not own, control, or guarantee the availability, continued registration,
renewal, or transfer of any domain name.
Unless the Provider has expressly agreed in writing to manage
domain renewals as part of an active hosting or maintenance agreement, the Recipient is solely responsible for
ensuring that domain registration fees are paid, renewal notices are acted upon, and ownership information
remains accurate and current.
The Provider shall not be liable for any damages, loss of business,
interruption of services, expiration, suspension, transfer, or loss of a domain name resulting from
non-payment, inaccurate registration information, actions of the registrar, or the Recipient's failure to
renew or maintain the domain registration.
27. Force Majeure. The Provider is not
liable for any failure to perform due to causes beyond its reasonable control including, but not limited to,
acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and
natural disasters, epidemic, pandemic, plague, any other public health crisis and other acts which may be due
to unforeseen circumstances.