Terms of Service

WebPower USA LLC agency having its principal place of business located at 515 South Flower St.,18th Floors, Los Angeles, CA, 90071, United States (the “Agency”), provides you access to its services including the OGA Program and its components.

You affirm that you are 18 years of age or older and are fully able and competent to enter into these terms, conditions, obligations, representations and warranties set forth in these Terms of Use. If you under 18 years of age, then do not use the Site or the Program or any of the agency services.

You affirm that you are who you say you are and are fully able and competent to represent yourself and/or your company to enter into these terms, conditions, obligations, representations and warranties set forth in these Terms of Use.

Your Acceptance of These Terms of Use

By purchasing, accessing and/or using the Services, you agree to be bound by these Terms of Use, whether you are: (i) a “Visitor” (you simply browse the Site, including, without limitation, through a mobile or other wireless device, or otherwise use the Site without being a paid registered subscriber),or (ii) a “client” (meaning that you are a paid client and have enrolled in our paid service).

You are authorized to use the site and the service only if you agree to abide by all applicable laws, rules and regulations and these Terms of Use.

Without limitation to any of the foregoing, if you do not agree to any other provisions of these terms of use or any section thereof, then you may not access or use the services. WebPower USA LLC ’s acceptance to perform the services and or give you access to its resources, including this website, is expressly conditioned upon your acceptance to all of the terms and conditions of these terms of use.

In this context, “we,” “us,” or “our” refers to the agency, specifically WebPower USA LLC.

You expressly indicate your consent to receive electronically all communications, notices and disclosures (collectively, “Notices”) that we provide in connection with your use of the Services. Notices may include, without limitation, e-mail, phone calls, text messages, in-app messages and in-website, chat communications. In addition, Notices may include emails with promotional, marketing, and advertising information and recommendations that we believe may be of interest to you. If you do not wish to receive commercial emails, you may unsubscribe by sending us an email or following the instructions on any email. We may still send you administrative and transactional Notices, however, such as, but not limited to, information about your services, client Account, information related to your payment, information about our progress or other services that may be necessary to the services.

Subcontracting and Third party services

By using our services, you agree to the use of subcontractors by WebPower USA LLC when needed and when relevant.

WebPower USA LLC uses third-party software to perform its services. By using our services, you agree to the use of this software.

WebPower USA LLC uses third-party analytics services to help understand your usage of the Services. In particular, we provide a limited amount of your information (such as your email address and sign-up date) to our CRM and similar software programs like Third Party Analytics to collect data for analytics purposes when you visit our website or use our services to continuously improve our services.

Agency Responsibilities

The agency’s responsibilities include:

-Act with diligence; devote all reasonable time, energy, and effort to fulfill the services.

-Maintain the best technical and practical knowledge possible about the services provided.

-Promptly respond to all communications by the Client regarding the services.

-The agency is not responsible of any outcome, if the client doesn’t follow the agency recommendations.

Client Responsibilities

Client responsibilities include:

-Provide the agency with all the necessary realistic and lawful information, access, and documentation necessary to perform the services.

-Promptly respond to all communications by the agency regarding the services.

-Keep all digital assets safe, including website backends and hosting access, and not share any access info with a third party for any given reason while the agency is working on the Client’s digital assets. Can be counted as digital assets, websites, Google accounts and the like.

-Be respectful to the agency team. Therefore, you will not disrespect, stalk, harass, insult or harm another person in the agency.

-Notto take any actions that might jeopardize, compromise or destroy agency work such as buying low quality backlinks, buying customers reviews,..and inform the agency if you have any intent to engage in such activities before doing so.

-Follow agency recommendations to obtain the agreed upon services and results.

-Pay the agreed-upon fees in full and on-time.

Payment and Duration

Any service starts when the agreement is signed by both parties, full access is granted to the agency, and the 1st payment received.

Our programs and services are renewable for the same period of time and services. They automatically renew until canceled. No need to create a new agreement or amendment unless there’s a change in the services provided.

The Client will have the option to opt in monthly Autopay.

The client can change the Credit Card on file anytime by requesting and signing a new CC Authorization.

Monthly payments are due the first week of the month.

Payments not paid on time are considered late, and late fees may apply.

When you sign up to our services/programs you will either pay upfront in full or split the total amount payable over a payment term.
When you sign up to our Services you acknowledge and agree to pay the entire balance of the purchase including all monthly payments due and any finance charges added.
Failure to pay the remaining balance on any purchase invoice will involve our internal billing team making contact with you to collect payment for 30 days and then failing that we will hand the account over to a collections agency for formal collections which will incur additional collections fees and harm your credit rating.
Failure to pay any due balance on your account will result in immediate suspension of your service/program and/or a cancellation of the program and you will not be able to access the services/Programs. We will make contact with you for 30 calendar days to collect payment and re-activate your service but if we are not successful, we will terminate your service permanently and you will not be able to continue the program again unless you pay in full at the standard purchase price.

The annual adjustment, based on both inflation and the cost of doing business, will be set at 10%

Success Stories, Case studies and mentions

By using the service, you allow the agency to share client success story and good results achieved for you when delivering the service on the agency website , Social Media, events, webinars, seminars, presentations, demos and marketing material including your logo, name, and some marketing material

The agency will share the success story in a way that values and promotes the client brand.
When the agency starts working on the client website, it will add the following clickable mention in the footer of the client website:
Online Growth Agency: WebPower
The client can opt-out of the above by sending an email to the agency through the usual communication channels.

Ownership

Any documents shared by the Client remain their property. By documents, we mean logo, product photo shoot, videos and the like.

All strategies, techniques, knowledge, methods and tools used by the agency to fulfill the service are and will remain the agency’s property. The results of the executed strategy work will be shared in reports and during client meetings.

As a condition of using the service, you agree not allowed to reproduce, duplicate, copy, sell, share, resell or exploit for any commercial/non-commercial purposes any portion of the agency services/programs other than as expressly allowed under these Terms of Use.

The agency doesn’t store client reports for a long time for better storage management. All reports will be sent by email.In the improbable event that a client doesn’t see their report 2 weeks after the scheduled time, they have to request it by email. The agency will resend the report promptly.

The Client allows the agency to create accounts such as Gmail accounts, accounts on business directories,… on the Client’s behalf for the sake of the services with the information made available to the agency.

The Services are owned and operated by WebPower USA.  The agency reserves the right at any time and from time to time to modify, discontinue, temporarily or permanently, the Services or any part or portion thereof, with or without notice to you. You agree that The agency shall not be liable to you or to any third party for any modifications, suspensions or discontinuance of the Services, or any portion thereof. Nothing in these Terms of Use shall be construed to obligate The agency to maintain and support the Services or any part or portion thereof, during the term of these Terms of Use.

All content or other material available on the Site or through the services/programs, including but not limited to on-line meetings, lectures, speeches, videos, presentation materials,  requests,  assignments, programming assignments, programs, code, software, spreadsheets, tools, resources, and other images, text, layouts, arrangements, displays, illustrations, documents, materials, audio and video clips, HTML and files (collectively, the “Content”), are the property of  the agency and/or its affiliates or licensors and are protected by copyright, patent and/or other proprietary intellectual property rights under United States and foreign law.

The agency logos, trademarks and service marks are the property of the agency are protected under United States and foreign laws. All other trademarks, service marks and logos used on the Services, with or without attribution, are the trademarks, service marks or logos of their respective owners.

From time to time , the agency may include updates to the services/program   such information is provided on an “as-is” basis for instructional purposes only and is subject to the Disclaimer of Warranties and Limitation of Liabilities sections below and other terms herein. Any use of such information for commercial purposes is strictly prohibited. The agency reserve all rights not expressly granted herein to the Services, Content, and Marks.

License to Use the service and Programs

Subject to your compliance with these Terms of Use, the agency hereby grants you a freely revocable, worldwide, non-exclusive, non-transferable, non-sublicensable limited right to access the program use the Services, including the Content, at your location solely as necessary to participate in the Programs and use the services as permitted hereunder.

You must abide by all copyright notices or restrictions.

NDA and confidentiality

The Client agrees not to take any given action to injure the agency name, including seeking advice on social media or forums in a way that harms the agency.The agency might seek damages repair for at least the total value of the services provided.
The Client agrees not to share the agency strategies, fees, recommendations, documents, or reports with any third parties. All agency fees, agency services, agency documents, agency recommendations, agency strategies and reports are confidential.

Exclusivity

If the Client doesn’t want the agency to work for any competitor, the Client needs to express that in a written email clearly and negotiate this option with the agency. If agreed upon, the exclusivity comes with a premium monthly fee that will be discussed and mentioned in written.

The use of the service does not give the Client exclusivity of the agency services in any way. The Client is aware that the agency may accept at its own discretion to serve any business in any industry and any location with no restriction.

Disclaimers and warranties

The Client acknowledges the following:

-Fees are not refundable

-The agency has no control over any Platform sudden change of rules or policies or algorithms and might not be held responsible for any subsequent consequences.

-The agency guarantees the best reasonable efforts to fulfill all services ordered.

-The agency work is considered totally or partially destroyed if the Client or any third-party overrides the agency work, removes content or adds content by a third party or any unplanned changes. Therefore, the agency is no longer responsible for the consequences of those acts and cannot be held responsible.

-The agency cannot be held responsible for the Client not responding timely to the agency requests, and failing to provide important information or follow agency recommendations timely.

You expressly acknowledge and agree that your use of the services/Programs is at your sole risk and responsibility. The services/programs (including any content) are provided “as is” and “as available” with no representations or warranties of any kind (whether express, implied, or statutory), including without limitation, any warranty or condition (a) of merchantability, fitness for a particular purpose, noninfringement, title, satisfactory quality, quiet enjoyment, accuracy, (b) arising from any course of dealing, course of performance, or usage in the industry. You assume total responsibility and the entire risk for your use of the services/programs.

Without limiting the foregoing, we do not warrant that  the service/programs will meet your requirements or expectations or achieve the intended purposes, the programs will not be uninterrupted, timely, secure or error-free,  the information or content obtained through the services/ programs, such as blog posts, FAQs, service pages, will be accurate, complete, current, error- free, completely secure or reliable( we will need your approval for any content we post online on your behalf). You assume all risk of injury, including death and damage to personal property or lost data, sustained from use of the services/ programs and content.

Approval and communication

The Agency shall regularly submit documents to the Client for approval. These documents may include content, suggestions, and recommendations, among other things needed to execute the agreement and move forward with the project. The Client understands that responding is mandatory for these communications.

The Agency shall send reminders to the Client to obtain their approval, feedback, or edits to move forward. If the Client responds, answers, or takes an unreasonable amount of time to respond ( beyond 3 days), the work shall be considered performed, done, delivered, and well-received by the Client. Therefore, the Client can not argue that the work was not done or not provided or not delivered as described in the agreement.

Pausing or changing the service

The Client cannot change any aspect of the agreement and terms of services or alter the agreement totally or partially and in any given way without the consent of the agency in writing.
Once the programs/services start, no pausing is possible. The services and program are designed to be continuous, executed as is monthly for consecutive periods of time.

Ending the service

Although agency is focused on fostering and building long-term relationships with its clients, the agency can, at its own discretion cancel any agreement, restrict service, revoke access to any of its services.Some of the reasons are the client failing to fulfilltheir responsibilities mentioned above.

The Client is free to end the agreement at any time with 2 months’ notice. To do so:

1-Client sends an email with the intention to end the agreement.
2-The agency will reach out to see what the problem is and if it can be solved. If the problem cannot be solved to client satisfaction, the agency sends a confirmation of the cancellation by email with the cancellation details.
3-The agency sends the client invoices at the scheduled time. The Client and agency will diligently respect the cancellation notice of 2 months and will continue business as usual during the notice. If the client wishes the agency to stop the service immediately, client needs to mention this in an email and will still have to pay the due invoices for the 2 months’ notice.
4-The Client pays any remaining invoices and signs an information release document 2 days maximum after receiving all passwords. If the client doesn’t sign the release, it still is their exclusive responsibly to change their access info (passwords, codes,.) so the agency personnel doesn’t have access to it anymore.
5-If the passwords that the agency needs to perform the service are changed before the end of the effective end of the service preventing the agency from continuing to work during the notice period, the fees for the notice period still need to be paid.
6-If the Client wishes to hire another professional, the Client needs to pay all invoices and sign the reception of all passwords and release the agency responsibility prior to hiring a third Party.

Late fees

In the unlikely event of late payments, the agency will reach out to the Client to amicably find ways to collect payments that accommodate both parties in the best way possible.

In the absence of a mutual agreement to pay for the invoices due and after several attempts to cover business losses (30 days), late fees of 5percent of the amount due for every thirty days will be applied to unpaid invoices and prorated for anything less than thirty days.

In the very unlikely and unfortunate event of the agency needing to go to collection to get paid, the Client will pay for collection fees and 10 percent of the collection fees as handling fees and follow-up calls and emails.

Access

Throughout the life of the agreement and to provide the agreed-upon services, the client understands and agrees that the agency needs to create accounts on the client’s behalf, including accounts with log-ins and passwords. Platforms can include Google platforms, directories, …
All login and passwords and any type of access will be released on the last week of the agreement after all due invoices are paid.
Once the agency delivers the access requested, the agency is no longer responsible for any of those. It’s the client’s responsibility to change all access and secure all the accounts.

Updates

We reserve the right to change or modify these terms of use at our sole discretion at any time. We will notify you of any material changes to the terms and conditions of this agreement or to any service or other feature of the services and you must accept such changes in order to continue to benefit from our services. If you do not accept such changes you can opt-out by canceling the agreement you have and stopping using any of the agency resources. Any change or modification to these terms of use will be effective immediately upon posting on the site.

Severability

If any provision of this agreement is held illegal or unenforceable in a judicial proceeding, such provision shall be severed and shall be inoperative, and the remainder of this agreement shall remain operative and binding on the Parties.

In the event that one or more terms of these Terms of Use becomes or is declared to be illegal or otherwise unenforceable by any court or competent jurisdiction, each such term shall be null and void and shall be deemed deleted from these Terms of Use. All remaining terms of these Terms of Use shall remain in full force and effect.
The agency shall have no liability under these Terms of Use to the extent arising from any failure of the agency to perform any of its obligations under these Terms of Use due to any fire, flood, earthquakes, other acts of God, war, civil unrest, terrorism, Internet failures, governmental act or court order, national emergency, strikes or labor disputes or any other event beyond the agency’s control. The agency shall not be responsible for damage or other problems caused by any unauthorized change to these Terms of Use made by anyway of hacking or cracking this page.

Any delay or failure on the part of WebPower USA LLC to enforce any rights under these Terms of Use to which it may be entitled shall not, in any event, be construed as a waiver of the right and privilege to do so at any subsequent time.

Breach of contract

If Client suspects a breach of these terms at any given time and in good faith, the Client has the obligation to reach out to the agency and send an email with the subject: Breach of contract, specifying clearly all that the Client thinks is a breach in this email and get email reception confirmation. If the Client doesn’t hear back from the agency within two business days, the Client must reach out to the agency management in written. The agency will do its best to investigate and fix any issues that constitute a breach of the contract urgently.
The client has the obligation to answer the agency inquiries while investigating the issue and answer written communication about the “Breach” in good faith and keep communication open before giving up on an amicable resolution.

Limitation of Liability and Consequential Damages Waiver

All liability of the agency, its subsidiaries and affiliates, and each of their officers, directors, agents, owners, employees, assignees, agents and suppliers collectively for claims arising under this agreement or otherwise howsoever arising shall be limited to the greater of (i) the money paid to WebPower USA LLC for services under this agreement during the six (6) month period preceding the event or circumstances first giving rise to such liability or (ii) ten us dollars ($10). This limitation of liability is cumulative and not per-incident (i.e., the existence of two or more claims will not enlarge this limit).

In no event shall the agency, its subsidiaries and affiliates, and each of their officers, directors, agents, owners, employees, assignees, agents or suppliers be liable for any special, incidental, indirect or consequential damages, or lost revenue, lost profits, damages or liability based on your revenue, or lost or damaged data, or damages or liability based on the amount or duration of use of a product and/or service, arising from any type of claim whatsoever, whether arising in contract, tort (including negligence), or otherwise, even if you have been informed of the possibility thereof or whether any remedy set forth herein fails of its essential purpose or otherwise.

In all legal matters, you agree that any action will be directed toward the company as a legal entity rather than against its individual owners, officers, employee, agent or any individual in the company.

Arbitration

Although we don’t expect any dispute to arise between the agency and the Client and in the very unlikely event of any dispute or controversy arising out of, relating to, or concerning the interpretation, construction, performance, or breach of this agreement will be governed by California law and settled by arbitration to be held in Los Angeles County,  California, in accordance with the then-effective rules of the American Arbitration Association, including claims that arose or were asserted before the effective date of these terms.

The arbitrator may grant injunctions or other relief in that dispute or controversy. The arbitrator’s decision will be final, conclusive, and binding on the parties to the arbitration.

The parties shall each pay one-half of the costs and expenses of that arbitration, and each party shall separately pay its own counsel fees and Expenses.

No Class Actions

You agree that you are waiving any right to participate in a class-action lawsuit or class-wide arbitration or a trial by jury by using the agency. You will only be permitted to bring claims against the agency on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless both you and we agree otherwise, the dispute resolution decider (e.g., judge or arbitrator) of any such claim may not consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated,representative, or class proceeding. In addition, such dispute resolution decider may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s). Any relief awarded cannot affect other Users.

Indemnity

You agree to indemnify, defend and hold harmless the agency, its subsidiaries and affiliates, and each of their officers, directors, agents, employees, and assignees from any and all claims, liabilities, expenses and damages, including reasonable attorneys’ fees and costs, made by any third party relating to or arising out of (a) your use or attempted use of the service or Programs, ( b)your use or your violation of any law or rights of any third party, or (c) your information we post for you or otherwise make available on your online presence, including without limitation any claim of infringement of intellectual property or other proprietary rights.

These Terms of Use constitute the entire agreement between you and the agency relating to the specific matters set forth herein, and shall not be modified except in writing, as posted on the Site by the agency or through a specific writing between you and WebPower USA LLC.

Misclenious

The agency may, in its sole discretion, transfer, without further consent or notification, all contractual rights and obligations pursuant to these Terms of Service to any affiliate or partner or to another third party in the event that some or all of the business of the agency is transferred to such other third party by way of merger, sale of its assets, or otherwise.

Any cause of action or claim you may have with respect to any of the foregoing matters must be commenced within 6 months after the claim or cause of action arises or such claim or cause of action is barred.

How To Contact Us

We’d love to hear your questions, concerns, and feedback about our Services. The best way to get in touch with us is to contact your day-to-day person in the agency through email. You are welcome to reach our management by emailing head(at)WebPower.Digital.

No verbal agreement shall amend these terms.