Terms and Conditions

1. Introduction & Agreement to Terms

This Terms of Service Agreement (“Agreement”) is entered into by and between the Client (“You,” “Your”) and Sharibly – Web Design, Search & Social (“Sharibly,” “We,” “Us,” or “Contractor”), and governs your access to and use of services provided by Sharibly. By engaging in any transaction, submitting payment, or making use of our services, you signify your full acceptance of these terms. If you do not agree with any part of this Agreement, you may not access or use our services.

This Agreement is a legally binding contract that outlines rights, responsibilities, and obligations for both parties, including but not limited to scope of services, payment terms, intellectual property ownership, data handling, licensing, and dispute resolution.

Effective Date: This version of the Terms of Service is effective as of August 5, 2025.

2. Definitions & Interpretations

For the purpose of this Agreement, the following terms shall have the meanings set forth below:

• Client refers to any individual, business, or entity that purchases, uses, or accesses services provided by Sharibly.

• Contractor or Sharibly refers to Sharibly – Web Design, Search & Social and any of its employees, subcontractors, or legal representatives.

• Services refers to any deliverable or action provided by Sharibly including, but not limited to, website design, maintenance, logo design, SEO, social media marketing, consulting, and hosting.

• Deliverables means the output or work product(s) resulting from the Services performed.

• Maintenance refers to the ongoing technical upkeep of a website, including updates to frameworks, content management systems (CMS), plugins, themes, licenses, and compatibility measures.

• Buyout means the Client’s option to purchase full ownership rights of Deliverables subject to the terms defined herein.

• Terms means this Agreement, including all schedules, addendums, and any linked documentation or referenced policies.

• Scope of Work refers to the specific services and deliverables agreed upon in writing between Client and Contractor.

• CMS stands for Content Management System, including WordPress or similar platforms used to manage website content.

• External Hosting means any server or hosting environment not provided and managed by Sharibly.

• Platform Dependencies refers to third-party software, APIs, tools, and frameworks upon which the Services rely.

• Project Start Date is defined as the date when the first payment is submitted and work begins.

Further terms may be defined throughout this Agreement. All headings are for convenience only and do not affect interpretation.

3. Eligibility & Authority to Contract

By engaging with Sharibly’s services, you affirm and warrant that:

1. You are at least eighteen (18) years of age or have reached the age of legal majority in your jurisdiction;

2. You possess the full right, power, and legal authority to enter into this Agreement on behalf of yourself or the legal entity you represent;

3. If entering into this Agreement on behalf of a business, nonprofit organization, governmental body, or other entity, you are duly authorized to act as an agent of such entity and to legally bind it to all terms and conditions herein;

4. You will provide truthful, accurate, and current information regarding your identity, business status, and contractual authority upon request;

5. You are not subject to any restriction, contract, or legal order that would prohibit or limit your ability to enter into this Agreement or receive Services from Sharibly.

Sharibly reserves the right to:

• Request documentary evidence to confirm your authority to contract;

• Refuse, suspend, or terminate service at any time if it is reasonably determined that your eligibility status is misrepresented or creates undue legal, technical, or reputational risk.

Furthermore, you acknowledge and agree:

• That entering into this Agreement does not violate any applicable laws or regulations within your jurisdiction;

• That you assume full legal responsibility for the use of our Services, whether for personal, business, or third-party benefit;

• That you are not located in, nor will you use our Services in connection with, any country or region subject to comprehensive trade embargoes under U.S. or international law.

Sharibly makes no representations regarding the legality of its Services in your local jurisdiction and disclaims all liability for your failure to comply with applicable law.

4. Scope of Services

Sharibly agrees to provide professional services as outlined in the individual Scope of Work provided to and approved by the Client. The Scope of Work is considered a binding supplement to this Agreement and shall include details of the project deliverables, timelines, associated costs, and any unique client requirements or conditions.

4.1 Core Service Categories

Sharibly provides services across the following primary categories, each governed by their own terms within this Agreement:

• Website Design & Development

• Technical Website Maintenance & Security

• Search Engine Optimization (SEO)

• Social Media Marketing & Content Management

• Custom Graphic Design & Branding

• Hosting, Backups, and CMS Access

• Consultation & Strategy Services

Each service may be provided independently or as part of a bundled service plan or retainer agreement.

4.2 Revisions & Limits

Unless otherwise agreed in writing, services include up to two (2) rounds of revision per deliverable. Additional revisions beyond this limit may be billed at Sharibly’s standard hourly rate. Revisions do not include new features, major design shifts, or any changes that deviate from the original Scope of Work.

4.3 Platform & Integration Dependencies

All services are provided using the latest stable (non-beta) versions of platforms, frameworks, and programming languages at the time of build. Sharibly cannot guarantee compatibility with outdated third-party services or discontinued integrations unless explicitly stated in the Scope of Work.

4.4 Third-Party Services

If your project requires the use of external vendors, APIs, paid plugins, or third-party subscriptions, those services may carry additional fees and terms of use not governed by Sharibly. The Client is responsible for reviewing and accepting those third-party terms.

4.5 Limitation of Scope

Sharibly is not responsible for performing tasks or delivering services outside the documented Scope of Work. If additional services are required, both parties must sign a written addendum or new agreement with adjusted timelines and fees.

5. Subcontractor and Supplier Intellectual Property

5.1 Retention of IP by Subcontractors and Suppliers

Unless explicitly stated otherwise in a signed agreement, all intellectual property created, developed, or contributed by subcontractors, freelancers, independent contractors, and third-party suppliers (“Subcontracted Parties”) under the direction of Sharibly – Web Design, Search & Social (“Sharibly”) remains the exclusive property of Sharibly. Subcontracted Parties waive any independent claim to ownership, royalties, or use rights with respect to any intellectual property created for the benefit of Sharibly or its Clients.

Sharibly shall retain all rights to reproduce, modify, license, sublicense, publish, or otherwise commercialize such work product, code, visual assets, copy, or configurations, unless governed by a separate negotiated agreement to the contrary.

5.2 Work-for-Hire Provisions

All creative and technical contributions from Subcontracted Parties shall be considered “work made for hire” under United States Copyright Law (17 U.S. Code § 101), and thus the copyright and full ownership vests in Sharibly at the time of creation. Where applicable, all Subcontracted Parties must sign an agreement affirming this classification.

If any work product is found to not qualify as “work-for-hire,” the subcontractor or third-party shall be required to assign all rights, title, and interest to Sharibly through a legally binding assignment of rights.

5.3 Warranty of Non-Infringement

Each Subcontracted Party warrants and represents that their contributions:

• Are original and do not infringe upon any existing intellectual property rights;

• Have not been copied, duplicated, or derived from third-party work without proper license or authorization;

• Do not contain plagiarized content, unauthorized stock imagery, or unlicensed code libraries.

Sharibly reserves the right to seek indemnification from Subcontracted Parties in the event a Client or third party raises an IP dispute or claim of infringement.

5.4 Restrictions on Resale or Reuse

Subcontracted Parties are expressly prohibited from reusing, reselling, licensing, or publicly displaying any component, portion, or derivative of the work performed for Sharibly, unless:

• Granted explicit written consent from Sharibly, or

• The component in question is governed by a pre-existing license (e.g., GPL) and does not include custom code or design generated under the engagement.

Violation of this clause may result in legal action for breach of contract, misappropriation of trade secrets, or copyright infringement.

5.5 Attribution and White Labeling

Sharibly reserves the right to present deliverables to Clients with or without attribution to its Subcontracted Parties. Subcontractors agree to white-label deliverables as directed and to omit their branding, links, or promotional content unless specifically authorized in writing by Sharibly.

Sharibly may, at its discretion, credit contributors in internal communications, project documentation, or publicly with appropriate consent. However, there is no expectation or right to attribution unless mutually agreed upon prior to project commencement.

5.6 Transfer of Rights to Clients

Sharibly may, upon completion of payment obligations and fulfillment of ownership terms under Section 5 (Payment Terms & Schedule), grant clients a limited license or full transfer of intellectual property rights. Any such transfer shall:

• Apply only to custom work product developed specifically for that Client;

• Not include general-purpose tools, scripts, templates, or reusable components used across multiple projects;

• Be subject to restrictions defined in the master agreement or applicable buyout terms.

Subcontractors and suppliers agree that they shall not interfere with, contest, or otherwise challenge such IP transfers once authorized by Sharibly.

5.7 Survivability

All provisions of this section shall survive the expiration or termination of any agreement between Sharibly and its subcontractors, suppliers, or Clients

6. Intellectual Property Ownership & Licensing

6.1 Ownership of Pre-Existing Materials

Sharibly retains full rights and title to all proprietary tools, frameworks, code snippets, software, documentation, strategies, workflows, templates, fonts, vector art, design elements, and any other intellectual property (“Pre-Existing Materials”) created or owned by Sharibly prior to the execution of this Agreement, including any updates, modifications, or derivative works thereof.

These Pre-Existing Materials may be used in the execution of Services provided to the Client, but shall remain the exclusive property of Sharibly. No license or ownership interest is transferred to the Client unless explicitly stated in a signed addendum.

6.2 Ownership of Deliverables

Unless a Buyout is executed per Section 5.7, all work product including websites, logos, graphics, copy, wireframes, strategy documentation, and any digital assets created during the course of the Agreement shall remain the sole property of Sharibly until:

• The Client has fulfilled all financial obligations under this Agreement;

• The greater of $7,500 or 36 months of consecutive payments have been made; and

• A formal transfer of ownership has been requested in writing and acknowledged by Sharibly.

Until these conditions are met, the Client is granted a limited, non-exclusive, revocable license to use the Deliverables solely for their business purposes on Sharibly’s hosting platform.

6.3 Licensing of Third-Party Elements

Any third-party images, fonts, software libraries, or plugins used in the creation of the Client’s website or other Deliverables are subject to their respective license agreements. These components are not transferable unless explicitly allowed by the original license or unless the Client obtains a separate license directly from the rights holder.

Sharibly does not guarantee the transferability of these assets and bears no liability for any restrictions, expirations, or revocations of third-party licenses.

6.4 Client Content

All content (text, images, videos, documents, trademarks, and other media) provided by the Client remains the property of the Client. The Client grants Sharibly a non-exclusive, royalty-free license to use, reproduce, and modify this content solely for the purpose of fulfilling the Scope of Work.

The Client warrants that all content provided to Sharibly is owned by the Client or that the Client has obtained all necessary permissions for its use. The Client shall indemnify and hold harmless Sharibly from any claims related to unauthorized content use.

6.5 Limitations on Use & Transfer

Until full ownership is transferred:

• The Client may not resell, sublicense, duplicate, or distribute the Deliverables outside of their business use;

• The Deliverables may not be transferred to another provider or hosting platform without written permission from Sharibly;

• The Client may not claim authorship or design credit for work completed by Sharibly;

• Any attempt to reverse-engineer or replicate proprietary functionality is strictly prohibited.

6.6 Post-Buyout Rights

Upon successful completion of a buyout, Sharibly grants the Client full ownership rights to the Deliverables, excluding any licensed third-party elements, which may still require separate agreements. After ownership is transferred, Sharibly retains a limited license to use screenshots or excerpts of the project for its portfolio and promotional purposes unless a separate NDA is in place.

6.7 No Implied Transfer

No transfer of intellectual property, copyright, or licensing is implied by payment, project completion, or verbal agreement. All transfers must be explicitly documented, acknowledged by both parties, and include any required buyout or transfer fees as outlined in Section 5.

Failure to comply with these terms may result in legal action, service suspension, or revocation of access to Sharibly-owned platforms and technologies.

6.8 Open Source & Community Code Disclaimer

Some Sharibly-developed websites may use open-source technologies or community-driven software. Sharibly complies with applicable open-source licenses but makes no warranty regarding the long-term viability, support, or legal obligations that may arise from such codebases. The Client acknowledges that integration of open-source software is at their own risk unless otherwise stated.

6.9 Intellectual Property Infringement Response

If a third party alleges that any portion of the Deliverables infringes on their intellectual property rights, Sharibly may, at its discretion:

• Modify the Deliverables to avoid infringement,

• Obtain the necessary rights to continue usage,

• Replace the affected component with a functionally equivalent alternative, or

• Terminate the affected portion of services and refund applicable unused fees.

This constitutes Sharibly’s entire liability and Client’s sole remedy concerning any IP infringement claims.

6.10 Export Restrictions & International Licensing

The Client agrees to comply with all applicable export laws and regulations. Deliverables may not be exported or re-exported to any country, individual, or entity that is subject to U.S. trade sanctions. If Deliverables are provided to international clients, specific restrictions may apply, and additional licensing may be required.

6.11 Rights Reserved by Sharibly

Sharibly retains all moral and legal rights to:

• Reuse anonymized or non-client-specific frameworks and strategies;

• Market innovations or configurations developed during a project;

• Refuse licensing requests for proprietary materials without compensation;

• Maintain authorship acknowledgment and creative credit in publicly viewable source code or footers, unless otherwise agreed.

6.12 Indemnity Specific to IP Use

The Client agrees to indemnify, defend, and hold harmless Sharibly, its officers, employees, agents, and affiliates against any third-party claims arising from:

• Unauthorized or misrepresented content provided by the Client;

• Misuse of Deliverables in ways not covered under this agreement;

• Use of the Deliverables after the termination of the license or breach of contract.

The obligations of this section shall survive termination of the Agreement for any reason.

7. Confidentiality & Data Privacy

7.1 Non-Disclosure Obligations

Both parties agree to maintain the confidentiality of all proprietary, technical, strategic, financial, and business information (“Confidential Information”) disclosed in the course of the Agreement. Confidential Information shall not be used for any purpose outside the scope of this Agreement, nor disclosed to any third party without prior written consent.

Examples of Confidential Information include but are not limited to:

• Login credentials

• Client or customer data

• Source code and algorithms

• Strategic marketing plans

• Financial terms of engagement

Sharibly agrees to implement commercially reasonable safeguards to protect all Confidential Information provided by the Client. Similarly, the Client agrees to maintain the confidentiality of all proprietary methods, technologies, and systems disclosed by Sharibly.

7.2 Duration of Confidentiality

These confidentiality obligations shall remain in effect during the term of this Agreement and for a period of five (5) years following its termination, regardless of cause, unless otherwise required by law or court order.

7.3 Exceptions

Confidential Information shall not include information that:

• Is or becomes publicly available through no breach of this Agreement;

• Was already lawfully known to the receiving party without obligation of confidentiality;

• Is independently developed without reference to the Confidential Information;

• Is disclosed with prior written consent;

• Is required to be disclosed by law, regulation, or valid legal process (provided the disclosing party is given prompt notice and the opportunity to seek protective measures).

7.4 Client Data Privacy

Sharibly will not access, disclose, or use any personally identifiable information (PII), proprietary customer data, or sensitive business records provided by the Client except as required to fulfill the Scope of Work or as legally obligated.

Sharibly adheres to U.S. and applicable international privacy regulations, including the following principles:

• Data Minimization: Only essential data is collected and retained.

• Access Control: Only authorized personnel may access sensitive data.

• Security Safeguards: Secure encryption and access protocols are applied where appropriate.

• Retention Policy: Client data is retained only as long as necessary for service provision or compliance.

7.5 Data Security

Sharibly maintains administrative, physical, and technical safeguards to protect Client data from unauthorized access, loss, alteration, or disclosure. These measures may include:

• Secure Socket Layer (SSL) encryption

• Multi-factor authentication for admin-level access

• Scheduled system updates and patches

• Regular vulnerability scans and malware monitoring

However, the Client acknowledges that no digital system is 100% secure, and agrees to hold Sharibly harmless for any breach not arising from gross negligence or willful misconduct.

7.6 Data Backups & Recovery

Sharibly performs regular backups of client websites and associated databases as part of its standard hosting and maintenance services. While every effort is made to ensure recoverability, Sharibly does not guarantee complete restoration in all cases. Clients are encouraged to retain independent backups of any irreplaceable data.

Optional add-ons for enhanced backup frequency or offsite backup redundancy may be available at additional cost.

7.7 Third-Party Processors

Sharibly may use third-party vendors for hosting, email, analytics, or other functions necessary to deliver services. These vendors may have access to limited Client data under strict confidentiality agreements and are selected based on their adherence to comparable security standards.

A current list of key subprocessors can be made available upon request.

7.8 Breach Notification

In the event of a data breach affecting Client information, Sharibly will notify the Client promptly, and within 72 hours if required by applicable law. Notification will include:

• The nature and scope of the breach

• Data categories affected

• Measures taken or planned to mitigate the risk

• Steps the Client may take to protect themselves

Sharibly will cooperate fully with any necessary legal or regulatory response.

7.9 Client Responsibility for Shared Data

The Client acknowledges that they are solely responsible for:

• Ensuring data shared with Sharibly does not violate any third-party rights;

• Providing only lawful and authorized data for use in website content or services;

• Ensuring any customer data collection via forms complies with applicable data privacy laws (e.g., GDPR, CCPA).

Sharibly shall not be liable for any unauthorized use or disclosure of third-party data submitted by the Client.

7.10 Confidentiality After Termination

All Confidential Information provided or received under this Agreement must be either:

• Returned to the disclosing party upon termination, or

• Permanently deleted from systems and backups where feasible.

Sharibly may retain anonymized aggregate data for analytics, benchmarking, or internal quality control purposes, so long as such data contains no personally identifiable information or trade secrets.

8. Warranties & Disclaimers

8.1 Limited Warranty of Services

Sharibly – Web Design, Search & Social warrants that it will provide all services in a professional and workmanlike manner, using reasonable care and skill consistent with industry standards for similarly situated providers. Sharibly further warrants that all deliverables will materially conform to the written specifications and scope of work as agreed to by the parties at the time of contract initiation.

This warranty is limited to:

• Functional website delivery within the agreed scope;

• Reasonable adherence to branding, aesthetic, and technical specifications;

• Basic operability in major browsers (Chrome, Safari, Firefox, Edge).

This warranty does not apply if the Client, or a third party acting on the Client’s behalf, alters, modifies, or otherwise interferes with the deliverables after handoff or during development without Sharibly’s written consent.

8.2 Exclusions from Warranty

Sharibly does not warrant:

• That the services or deliverables will be error-free, uninterrupted, or immune from security breaches;

• That SEO rankings, marketing results, traffic increases, or lead generation outcomes will meet specific thresholds;

• That third-party integrations, plugins, APIs, or licensed software will continue functioning indefinitely or without external changes;

• That deliverables will be fully compatible with future browser versions, CMS updates, device variations, or operating systems not current at time of delivery.

Sharibly is not responsible for downtime, malfunctions, or damages caused by:

• Acts of God, force majeure, internet outages, natural disasters;

• Hosting company failures or third-party service disruptions;

• Client error, misuse, or lack of ongoing maintenance;

• Unauthorized access or hacking beyond reasonable prevention efforts.

8.3 No Implied Warranties

To the fullest extent permissible by law, Sharibly expressly disclaims all implied warranties, including but not limited to:

• Implied warranties of merchantability;

• Fitness for a particular purpose;

• Non-infringement;

• Compatibility or data integrity.

All services are provided “as-is” and “as available.”

The Client acknowledges that digital services are inherently complex and subject to evolving technologies and security concerns. Client assumes full responsibility for verifying that deliverables meet their functional and business requirements.

8.4 Third-Party Services & Dependencies

Sharibly may recommend, resell, or integrate third-party platforms (e.g., Google, Facebook, WordPress, Cloudflare, MailerLite, etc.) as part of service delivery. These platforms operate under their own terms and Sharibly makes no warranties on behalf of these services. Sharibly shall not be held responsible for:

• Changes in third-party terms or service levels;

• Account suspensions or deactivations outside of Sharibly’s control;

• Data loss or privacy breaches caused by third-party systems.

The Client agrees to comply with all third-party service terms and assumes any risk arising from such usage.

8.5 Performance Guarantees

While Sharibly strives for excellence and measurable results, the Client acknowledges that performance outcomes—such as search rankings, social media engagement, or lead conversions—are influenced by multiple uncontrollable factors including competition, algorithm changes, market conditions, and Client participation.

Sharibly offers no guarantee of specific performance levels unless clearly defined in a signed service-level agreement (SLA).

8.6 Beta Features and Experimental Technology

Occasionally, Sharibly may offer experimental features, beta tools, or pilot technologies to advance a client’s goals. These are provided without warranty, and the Client uses such tools at their own risk. Sharibly is not liable for any errors, instability, or unexpected behavior arising from the use of beta features.

8.7 Client Responsibilities

The Client is solely responsible for:

• Providing accurate content and instructions;

• Verifying final deliverables prior to public use;

• Maintaining secure credentials for CMS access and third-party accounts;

• Ensuring their own compliance with laws and regulations (e.g., ADA, GDPR, CAN-SPAM, FTC guidelines).

Sharibly is not a legal advisor and does not guarantee legal compliance unless such services are expressly contracted with a third-party expert.

8.8 Duration of Warranty Coverage

Unless otherwise specified in a signed statement of work, all warranties expire 30 calendar days from final delivery or public launch of the deliverables, whichever comes first.

Sharibly may continue to offer support, revisions, or extended warranties under a separate maintenance agreement or retainer, but such provisions are not automatic.

8.9 Indemnity & Limitations

Sharibly’s maximum liability for any claim under this section shall not exceed the total fees paid by the Client in the 90 days prior to the claim. In no event shall Sharibly be liable for indirect, incidental, punitive, or consequential damages, including but not limited to lost revenue, loss of data, or reputational harm.

9. Limitation of Liability

9.1 Maximum Liability

To the fullest extent permitted by law, Sharibly’s total cumulative liability for any and all claims arising from or related to this Agreement—regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise—shall not exceed the total amount of fees actually paid by the Client to Sharibly in the ninety (90) days immediately preceding the event giving rise to such claim.

This limitation shall apply even if Sharibly has been advised of the possibility of such damages or if the available remedies fail of their essential purpose.

9.2 Exclusion of Consequential Damages

Under no circumstances shall Sharibly be liable for any:

• Indirect, incidental, consequential, special, exemplary, or punitive damages;

• Loss of profits, revenue, goodwill, data, or business opportunities;

• Business interruption or reputational harm;

• Cost of procurement of substitute services or technology;

• Claims by third parties against the Client.

These exclusions apply whether the alleged liability is based on contract, tort, negligence, strict liability, or any other legal theory.

9.3 Allocation of Risk

The parties acknowledge that the fees charged under this Agreement reflect the allocation of risk between the parties and the limitations of liability herein. The Client agrees that these limitations are essential to the basis of the bargain and that Sharibly would not enter into this Agreement without them.

9.4 Exceptions to Limitation

Nothing in this Agreement shall limit either party’s liability for:

• Death or personal injury caused by its negligence;

• Fraud or fraudulent misrepresentation;

• Breach of confidentiality under Section 7;

• Infringement of intellectual property rights;

• Any liability that cannot be excluded or limited under applicable law.

9.5 Third-Party Services and Force Majeure

Sharibly shall not be liable for delays or failures in performance resulting from:

• Acts of God, war, civil unrest, natural disasters, pandemics, labor strikes, utility failures, or other events beyond its control;

• Failures or outages of internet service providers, hosting platforms, third-party plugins, APIs, or other technology vendors.

9.6 Client-Induced Risk

Sharibly assumes no liability for:

• Client modifications, misconfigurations, or third-party alterations made without written consent;

• Content or instructions provided by the Client that result in technical, legal, or reputational issues;

• Data loss or system compromise resulting from the Client’s failure to implement security recommendations or use unique passwords.

9.7 Duty to Mitigate

Both parties agree to use reasonable efforts to mitigate any losses or damages arising from any claim or breach under this Agreement. Sharibly shall not be responsible for damages that could have been reasonably prevented by prompt Client action or cooperation.

9.8 No Class Actions

The Client waives the right to participate in any class or representative action against Sharibly. All claims must be brought on an individual basis, and the recovery of attorney’s fees or costs shall be limited as provided by law.

9.9 Survival

The limitations and exclusions in this Section shall survive termination or expiration of the Agreement and shall apply to any claims or causes of action regardless of timing.

9.10 Interpretation of Limitations

If any part of this Section 9 is determined to be unenforceable under applicable law, it shall be modified to the least extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

These limitations reflect an enterprise-level allocation of risk consistent with industry norms for digital, creative, and technology service providers.

10. Termination, Suspension & Effects Thereof

10.1 Termination by Either Party

This Agreement may be terminated by either party under the following conditions:

• With Cause: Immediately upon material breach by the other party, provided the non-breaching party has given written notice specifying the breach and a 15-day period to cure such breach.

• Without Cause: By providing a minimum of 30 days’ written notice. In such cases, the termination shall not waive or reduce any financial obligations already incurred, including unpaid balances, costs for services performed to date, or license terms.

Termination shall not absolve the Client from payment obligations for completed work or ongoing monthly service periods that fall within the notice window.

10.2 Termination by Sharibly

Sharibly reserves the right to terminate or suspend services immediately and without prior notice if:

• The Client fails to pay invoices within 30 days of the due date;

• The Client engages in fraudulent, illegal, or abusive activity using the website or related platforms;

• The Client becomes insolvent or is subject to bankruptcy proceedings;

• There is a repeated pattern of communication or behavior that is deemed hostile, threatening, or abusive to Sharibly personnel;

• The Client breaches Sections 6 (Intellectual Property) or 9 (Acceptable Use).

10.3 Suspension of Services

Sharibly may suspend access to hosting, services, and administrative dashboards with or without terminating the Agreement if:

• Payments are more than 10 days late;

• The Client’s use of services endangers platform stability or security;

• Ongoing investigations into misuse, unauthorized access, or IP violations are underway;

• A dispute regarding ownership, content rights, or billing remains unresolved.

Suspension does not negate payment obligations, and any downtime incurred will not result in credits or refunds unless specified in writing by Sharibly.

10.4 Effects of Termination or Suspension

Upon termination or suspension:

• Client access to Sharibly’s platform, CMS, and hosting environment may be revoked;

• All licenses, non-exclusive rights, or usage permissions granted under this Agreement shall cease;

• Outstanding balances become immediately due and payable;

• Custom code, databases, and licensed technologies remain the property of Sharibly unless Buyout conditions have been fulfilled as per Section 5.7;

• A $99 export and packaging fee applies if the Client requests transfer of site assets for third-party hosting (if eligible);

• Reinstatement of services after suspension may require a restoration fee of up to $150 and prepayment of the next 30 days’ service.

10.5 No Refunds on Termination

Due to the nature of digital, creative, and subscription-based services, Sharibly does not offer refunds for:

• Time-based services rendered during the notice period;

• Project stages already delivered or in development;

• Subscription fees paid for previous or current months;

• Add-on services that are non-transferable.

10.6 Data & Content Portability

Sharibly will retain backup copies of client data for up to 30 days after termination unless required by law to delete sooner. The Client may request a data export within this window, subject to applicable fees.

Data export includes text-based content and static media files (e.g., images, PDFs) owned by the Client. It does not include:

• Custom-coded components

• Platform configurations

• Proprietary templates or plugins

• Licensed third-party software

10.7 Legal Survival

The following provisions shall survive the termination of this Agreement for any reason:

• Section 5 (Payment Terms & Schedule)

• Section 6 (Intellectual Property Ownership & Licensing)

• Section 9 (Acceptable Use)

• Section 11 (Dispute Resolution)

• Section 12 (Limitation of Liability)

• Section 13 (Miscellaneous Provisions)

10.8 No Implied Entitlement Post-Termination

Termination or expiration of this Agreement does not grant the Client:

• Automatic ownership or access to website source code;

• Transfer of administrative access or backend credentials;

• Rights to continued use of creative assets;

• Hosting privileges beyond the paid term.

Access to proprietary work is governed strictly by the completion of payment obligations and written confirmation of buyout terms as outlined in Section 5.

10.9 Force Majeure

Sharibly shall not be held liable for any failure or delay in the performance of its obligations under this Agreement due to circumstances beyond its reasonable control. Such circumstances include, but are not limited to:

• Natural disasters (e.g., fires, floods, earthquakes, hurricanes)

• Acts of war, terrorism, sabotage, or civil unrest

• Pandemics or widespread health emergencies

• Governmental actions, embargoes, or legal restrictions

• Power outages, network failures, or internet disruptions not caused by Sharibly

• Labor strikes, supplier failures, or acts of third-party service providers

In the event of a force majeure occurrence, Sharibly shall make commercially reasonable efforts to resume performance as soon as practicable and notify the Client of the anticipated duration of the interruption. Such events shall not constitute a breach of contract, and no damages shall be owed for delays or service interruptions caused thereby.

If such events persist for more than 45 consecutive days, either party may terminate the Agreement by written notice, subject to obligations already incurred prior to the date of interruption.

10.10 Data Retention & Deletion Policy

Upon termination of services, Sharibly will retain data associated with the Client’s project for a limited period to allow for administrative wrap-up, potential reinstatement, or legal compliance.

10.10.1 Retention Periods

• Active Clients: Data is retained in backups for the duration of service and for up to 90 days after cancellation unless otherwise specified.

• Terminated Clients: Data is retained for 30 days post-termination.

• Inactive Leads or Prospects: Proposal and inquiry-related data may be retained for up to 12 months for business intelligence and follow-up purposes.

10.10.2 Data Included in Retention

• Client-submitted content (text, media, documentation)

• Finalized web pages or downloadable assets

• Communication records, contracts, and invoices

• CMS backups or database snapshots (if applicable)

Sharibly shall not retain or transfer:

• Licensing keys or assets restricted by third-party terms

• Working files, staging copies, or temporary drafts beyond the retention window

• Deleted or corrupted files not part of the final project deliverables

10.10.3 Deletion Requests

Clients may request data deletion in writing. Unless required for legal or accounting compliance, Sharibly will make best efforts to comply within 15 business days of receipt. A fee may apply for requests involving data recovery from archived systems.

10.10.4 Legal Obligations

Sharibly reserves the right to retain data longer if:

• Required to do so by local, state, federal, or international law

• In response to subpoenas, court orders, or ongoing litigation

• Needed to resolve disputes or enforce the terms of this Agreement

11. Confidentiality, Data Protection & Privacy

11.1 Confidentiality Obligations

Both parties agree to maintain strict confidentiality of any non-public, proprietary, or sensitive information (“Confidential Information”) disclosed during the term of this Agreement. This includes but is not limited to:

• Business plans, strategies, and financial data;

• Trade secrets, technical data, code, and software architecture;

• Customer and lead databases;

• Login credentials, server access information, and internal processes;

• Project roadmaps and deliverable timelines.

Sharibly and the Client each agree not to disclose or permit disclosure of Confidential Information to any third party without prior written consent, except to employees, subcontractors, or advisors who are bound by a similar duty of confidentiality and have a legitimate need to know.

The duty of confidentiality shall:

• Begin upon the first exchange of such information,

• Continue throughout the term of this Agreement, and

• Survive for five (5) years following the Agreement’s termination.

11.2 Exceptions to Confidentiality

Confidentiality obligations shall not apply to information that:

• Is or becomes publicly known through no breach of this Agreement;

• Was lawfully in the recipient’s possession before disclosure;

• Is disclosed with prior written approval;

• Is independently developed without use of the disclosing party’s Confidential Information;

• Is required to be disclosed by law, regulation, or valid court order, provided that reasonable notice is given to the disclosing party prior to such disclosure unless legally prohibited.

11.3 Data Protection & GDPR Compliance

Sharibly adheres to data privacy and protection practices consistent with major international standards, including but not limited to the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA), where applicable.

Client Responsibilities:

• The Client affirms that all data shared with Sharibly is collected and stored lawfully and with appropriate user consent where required.

• The Client is the data controller and retains responsibility for informing their customers and end users of how their personal data is collected, processed, or stored.

Sharibly Responsibilities:

• Acts as a data processor only on behalf of the Client;

• Stores data in secure, access-controlled environments;

• Limits access to personal data to authorized personnel only;

• Implements administrative, physical, and technical safeguards to protect personal data from unauthorized access or misuse;

• Shall promptly notify the Client in the event of a confirmed or suspected data breach involving Client information.

11.4 Privacy Policy Integration

All users and Clients agree to Sharibly’s Privacy Policy as publicly available on its website. This policy outlines how Sharibly collects, stores, uses, and discloses personal information, including cookies, analytics tracking, and CRM integrations.

Where applicable, Clients integrating third-party data collection tools (e.g., Facebook Pixel, Google Analytics, CRM APIs) into their websites are responsible for obtaining required consent from their own site visitors and users.

11.5 Client Content & End User Privacy

Sharibly does not review, access, or monitor the personal data of the Client’s end users unless required to provide technical support or debugging assistance. In such cases, Sharibly will access the data only to the minimum extent necessary and treat it as Confidential Information under this Agreement.

The Client shall be solely responsible for:

• Drafting and posting a compliant Privacy Policy and Terms of Use on their site;

• Ensuring lawful use of cookies, scripts, and pixels;

• Maintaining consent logs and opt-out mechanisms where required by law.

11.6 Data Retention & Deletion Policy

Sharibly retains data related to project configuration, hosting, logs, backups, and CRM accounts for the duration of the Agreement. Upon termination:

• Data will be retained for up to 60 days unless otherwise specified in a custom Service Agreement or required by law;

• After this period, all data including backups may be permanently deleted;

• It is the Client’s responsibility to request and download final deliverables before deletion.

A final export of site files or database (if permitted) may be requested prior to account closure. Standard packaging and transfer fees apply as outlined in Section 5.

11.7 Subprocessors & Hosting Providers

Sharibly may use third-party service providers (“Subprocessors”) for functions such as hosting, email delivery, backup services, and analytics. These Subprocessors are contractually obligated to comply with data security practices aligned with Sharibly’s standards.

A current list of Subprocessors may be made available upon request. The Client consents to the use of such Subprocessors as reasonably necessary to provide the Services.

11.8 Breach Notification & Response

In the event of a data breach involving personal or Confidential Information under Sharibly’s control:

• Sharibly will notify the Client within 72 hours of confirmation;

• Include details of affected systems, the nature of the breach, and remedial measures taken;

• Cooperate fully in regulatory reporting or user communication obligations required of the Client.

Sharibly shall not be liable for breaches resulting from vulnerabilities introduced by the Client, third-party tools chosen by the Client, or breaches resulting from Client-side negligence.

12. Governing Law, Dispute Resolution & Legal Jurisdiction

12.1 Governing Law

This Agreement shall be governed by, interpreted, and enforced in accordance with the laws of the State of Idaho, United States of America, without regard to its conflict of law provisions. Any claims or disputes arising from or related to this Agreement shall be subject to the exclusive jurisdiction and venue of the state and federal courts located within Kootenai County, Idaho. The Client consents to personal jurisdiction in these courts and waives any objections based on forum non conveniens or improper venue.

12.2 Dispute Resolution Procedure

In the event of a dispute, controversy, or claim arising out of or relating to this Agreement, the parties agree to follow this structured process before seeking legal recourse:

1. Informal Negotiation: The parties shall first attempt to resolve the matter amicably through informal discussions, which shall begin upon written notice by either party.

2. Mediation: If no resolution is reached within 30 calendar days of initial written notice, the parties agree to submit the dispute to a mutually agreed-upon mediator located in Idaho. Mediation shall be non-binding and confidential.

3. Arbitration or Litigation: If mediation fails, the matter shall be resolved by either:

   • Binding Arbitration, under the Commercial Arbitration Rules of the American Arbitration Association (AAA), with arbitration to take place in Kootenai County, Idaho; or

   • Civil Litigation, if both parties agree in writing to bypass arbitration.

12.3 Attorney’s Fees and Costs

In the event of legal proceedings, the prevailing party shall be entitled to recover its reasonable attorney’s fees, court costs, mediation/arbitration expenses, and other related legal fees incurred in connection with the enforcement of this Agreement.

12.4 Waiver of Class Actions

The Client agrees that all claims must be brought in their individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. The arbitrator or judge may not consolidate more than one person’s claims or preside over any form of a representative or class proceeding.

12.5 Statute of Limitations

Any claim arising out of this Agreement must be filed within one (1) year after the cause of action arises, or such claim shall be permanently barred, notwithstanding any statute of limitations to the contrary.

12.6 Injunctive Relief

Notwithstanding the foregoing dispute resolution process, Sharibly reserves the right to seek immediate injunctive or equitable relief in a court of competent jurisdiction to prevent unauthorized use, disclosure, or misappropriation of its intellectual property, trade secrets, or confidential information.

12.7 Severability

If any provision of this Section 12 or the broader Agreement is held to be illegal, invalid, or unenforceable under present or future law, such provision shall be fully severable, and the remaining provisions shall remain in full force and effect.

12.8 Survival

All provisions of this Section 12 shall survive the expiration, cancellation, or termination of this Agreement for any reason.

12.9 Choice of Law Explanation

This choice of Idaho law reflects the principal place of business and operational headquarters of Sharibly. Clients engaging in contractual relationships with Sharibly explicitly agree to resolve legal matters in this jurisdiction, recognizing that consistent application of law is essential to risk management and dispute consistency.

12.10 International Clients

International Clients acknowledge that Sharibly is a U.S.-based company and agree that this Agreement shall be governed by U.S. federal and Idaho state laws. The parties further agree that any disputes shall be resolved exclusively in the U.S. legal system, and translation or legal localization requirements will not affect the enforceability of this Agreement.

12.11 No Waiver

The failure of Sharibly to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Sharibly in writing. Any waiver shall be narrowly construed and shall not constitute a continuing waiver of any other or subsequent rights.

12.12 Binding Effect

This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, assigns, affiliates, agents, representatives, heirs, and legal representatives.

13. Confidentiality and Non-Disclosure

13.1 Definition of Confidential Information

For the purposes of this Agreement, “Confidential Information” shall mean any and all non-public, proprietary, technical, financial, or business information, data, materials, designs, strategies, software, source code, trade secrets, processes, user data, customer lists, contracts, or intellectual property disclosed by either party (the “Disclosing Party”) to the other (the “Receiving Party”), whether in oral, written, digital, or other tangible or intangible form, and whether marked as confidential or not.

Confidential Information also includes all third-party data and information entrusted to either party that is protected by confidentiality obligations.

13.2 Obligation of Confidentiality

The Receiving Party agrees to:

• Maintain the confidentiality of the Confidential Information using the same degree of care it uses to protect its own confidential and proprietary information, but in no case less than reasonable care.

• Use the Confidential Information solely for the purpose of fulfilling obligations under this Agreement.

• Not disclose, publish, reproduce, or disseminate the Confidential Information to any third party without the prior written consent of the Disclosing Party.

These obligations shall survive the termination, expiration, or cancellation of this Agreement for a period of five (5) years, or as long as the information remains confidential and proprietary, whichever is longer.

13.3 Permitted Disclosures

Notwithstanding the above, Confidential Information may be disclosed if and only to the extent that:

• It is required to be disclosed by law, regulation, or a valid court or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice (unless legally prohibited) and cooperates with efforts to limit or protect the disclosure.

• It is disclosed to employees, contractors, legal counsel, or financial advisors of the Receiving Party who have a legitimate “need to know,” provided such individuals are bound by confidentiality obligations at least as restrictive as those contained herein.

13.4 Exclusions from Confidential Information

Confidential Information does not include information that the Receiving Party can demonstrate:

• Was already known to the Receiving Party at the time of disclosure without restriction;

• Becomes publicly known through no wrongful act or breach of this Agreement;

• Was lawfully received from a third party without restriction and without breach of any duty of confidentiality;

• Was independently developed by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information.

13.5 Return or Destruction of Confidential Materials

Upon termination or expiration of this Agreement, or upon written request by the Disclosing Party, the Receiving Party shall promptly return or securely destroy all Confidential Information in its possession or control, including all copies, reproductions, summaries, analyses, and derivatives thereof, and certify such return or destruction in writing within ten (10) business days.

13.6 No License or Ownership Transfer

Nothing in this Section or Agreement shall be construed as granting, by implication, estoppel, or otherwise, any license or ownership rights to the Receiving Party under any intellectual property or other proprietary rights of the Disclosing Party.

13.7 Equitable Relief

The parties acknowledge that any breach of this Section may cause immediate, substantial, and irreparable harm for which monetary damages may be an inadequate remedy. Accordingly, in the event of an actual or threatened breach of this Section, the Disclosing Party shall be entitled to seek injunctive and equitable relief without the requirement of posting bond or proving damages, in addition to any other legal remedies available under applicable law.

14. Data Protection & Privacy Compliance

14.1 General Compliance Commitment

Sharibly is committed to protecting the personal and business data of its Clients in accordance with applicable data protection laws, including but not limited to:

• The General Data Protection Regulation (GDPR) of the European Union, where applicable;

• The California Consumer Privacy Act (CCPA);

• The Children’s Online Privacy Protection Act (COPPA), where applicable;

• Any other federal, state, or international data protection regulations relevant to the data being processed.

Sharibly does not knowingly collect, store, or process data in violation of any applicable data protection statute or regulation.

14.2 Data Collected

Sharibly may collect the following categories of data in the course of providing services:

• Client contact information (name, email, phone, mailing address)

• Billing and payment details

• Website analytics and performance data

• Login credentials and access tokens (when required for service)

• Content submitted for publication or integration into websites

• Technical metadata for debugging and optimization

Sharibly does not knowingly collect sensitive categories of personal data such as racial/ethnic origin, political opinions, religious beliefs, health data, or biometric information unless explicitly required for project scope and with written consent.

14.3 Purpose of Data Collection

Client data is collected solely for:

• Fulfilling contractual service obligations

• Technical website configuration, deployment, and maintenance

• Billing and account management

• Optimization of website performance and marketing visibility

• Client communication and support

• Legal compliance

Sharibly will not sell, rent, or otherwise distribute Client data to third parties except as necessary to perform contracted services or comply with legal obligations.

14.4 Third-Party Data Sharing

Sharibly may share data with trusted third-party vendors strictly for the purpose of performing services, including but not limited to:

• Payment processors (e.g., Stripe, PayPal)

• Hosting providers (e.g., SiteGround, Cloudflare, etc.)

• Analytics platforms (e.g., Google Analytics, Search Console)

• Email marketing platforms (e.g., MailerLite, Constant Contact)

All such providers are contractually bound to maintain the confidentiality and security of data shared and to use it solely for the intended purpose.

14.5 Data Storage & Security

Sharibly employs industry-standard security measures to protect data including:

• Encryption of sensitive data in transit (SSL/TLS)

• Password protection and access logging

• Role-based access controls

• Routine backups and patching

• Malware and firewall protection

While Sharibly uses reasonable efforts to secure data, no system is completely immune from breaches. Clients acknowledge and accept this inherent risk.

14.6 Data Retention

Sharibly retains client data for as long as necessary to fulfill service obligations or comply with legal and financial recordkeeping requirements, after which data is securely deleted or anonymized.

Clients may request data deletion or export by written notice, subject to contract or legal limitations.

14.7 International Data Transfers

If any data is transferred across borders (e.g., from the EU to the U.S.), Sharibly will ensure compliance with applicable transfer mechanisms including Standard Contractual Clauses (SCCs), Privacy Shield Frameworks (if reinstated), or approved alternative measures.

14.8 Client Responsibilities

Clients agree to:

• Avoid uploading protected data unless required and disclosed in writing

• Use reasonable measures to secure access credentials provided by Sharibly

• Notify Sharibly immediately of any suspected data breach related to their services

14.9 Breach Notification

In the event of a confirmed data breach affecting Client information, Sharibly will notify the Client within 72 hours of discovery and provide:

• A summary of the breach

• The nature and scope of impacted data

• Remediation actions taken

• Recommendations for mitigating further risk

14.10 Updates to Privacy & Data Policy

Sharibly reserves the right to update this section to comply with evolving privacy regulations. Clients will be notified of material changes and continued use of services after such notice constitutes acceptance of the updated terms.

14.11 Data Processing Agreement (DPA)

14.11.1 Definitions

For the purposes of this Section, the following definitions shall apply:

• “Controller” refers to the Client, who determines the purposes and means of processing Personal Data.

• “Processor” refers to Sharibly – Web Design, Search & Social, who processes Personal Data on behalf of the Controller.

• “Personal Data” means any information relating to an identified or identifiable natural person as defined under applicable data protection laws.

• “Processing” means any operation or set of operations performed on Personal Data, whether or not by automated means, including collection, recording, organization, structuring, storage, retrieval, consultation, use, disclosure, erasure, or destruction.

14.11.2 Roles and Scope

Sharibly acknowledges its role as a Processor and agrees to:

• Process Personal Data only on documented instructions from the Client (Controller);

• Not use the data for any purpose other than the performance of agreed services;

• Ensure all personnel authorized to process the data are under appropriate confidentiality obligations.

14.11.3 Sub-Processors

Sharibly may engage third-party Sub-Processors to fulfill service obligations. A current list of such Sub-Processors will be made available upon request. Sharibly shall:

• Ensure all Sub-Processors are contractually bound to data protection obligations equivalent to those outlined in this Agreement;

• Remain fully liable for the actions and omissions of its Sub-Processors.

14.11.4 Technical and Organizational Measures

Sharibly shall implement and maintain appropriate technical and organizational security measures to ensure a level of security appropriate to the risk, including:

• Encryption of Personal Data;

• Ability to ensure confidentiality, integrity, availability, and resilience of systems;

• Regular testing and evaluation of security practices;

• Access control measures and employee training.

14.11.5 Data Subject Rights

Sharibly will assist the Client, to the extent reasonably feasible, in fulfilling its obligations to respond to requests for the exercise of data subject rights under applicable law, including:

• Right of access;

• Right to rectification;

• Right to erasure (“right to be forgotten”);

• Right to restriction of processing;

• Right to data portability;

• Right to object to processing.

14.11.6 Data Breach Notification

In the event of a Personal Data breach, Sharibly shall:

• Notify the Client without undue delay, and in no event later than 72 hours after becoming aware of the breach;

• Provide all necessary information to allow the Client to comply with notification obligations under applicable laws.

14.11.7 International Data Transfers

Sharibly will not transfer Personal Data to countries outside the jurisdiction of the Client’s local data protection laws without ensuring:

• Adequate safeguards under Article 46 of the GDPR (e.g., Standard Contractual Clauses);

• Legal basis for transfer as required under the relevant regulatory framework.

14.11.8 Data Retention & Deletion

Upon termination of services, Sharibly shall:

• At the Client’s option, delete or return all Personal Data;

• Delete all existing copies unless required by law to retain them;

• Certify to the Client that data has been deleted or returned.

14.11.9 Audit Rights

Sharibly agrees to:

• Provide all necessary information to demonstrate compliance with this DPA;

• Allow for and contribute to audits or inspections conducted by the Client or an authorized third party, subject to reasonable advance notice and non-disruption of business operations.

14.11.10 Legal Compliance and Indemnity

Sharibly shall promptly notify the Client if it believes any instruction from the Client violates applicable data protection laws. Each party shall indemnify the other against claims and losses arising from its own non-compliance with applicable data protection laws or this DPA.

15. Notices & Communications

15.1 Formal Notices

All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (collectively, “Notices”) shall be in writing and shall be deemed to have been given:

• When delivered by hand (with written confirmation of receipt);

• When received by the addressee if sent by a nationally recognized overnight courier (with tracking confirmation);

• On the date sent by email with a read receipt or confirmation of delivery, or

• On the third business day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.

All Notices shall be sent to:

Sharibly – Web Design, Search & Social
Attn: Legal Notices
784 S. Clearwater Loop STE R
Post Falls, ID 83854
Email: ShariblyWebDesign@gmail.com

The Client’s contact information for Notices shall be the mailing address and/or email provided at the time of contract execution or as updated in writing thereafter. It is the Client’s responsibility to maintain accurate contact information.

15.2 Operational Communications

Routine service-related communications such as updates, billing information, performance metrics, and support correspondence may be transmitted via:

• Email

• Web-based dashboards

• Ticketing systems

• SMS (with opt-in consent)

• Secure messaging platforms

The Client agrees to receive such communications electronically and acknowledges that these messages are essential for the performance of contracted services.

15.3 Consent to Electronic Delivery

The Client consents to the delivery of all agreements, disclosures, notices, and documents by electronic means, including via email or hyperlinks, unless otherwise required by law. Electronic communications shall have the same legal effect as physical copies and satisfy any requirement that such communications be in writing.

15.4 Communication Records & Archiving

Sharibly reserves the right to monitor, record, and archive all communications transmitted between the Client and any representative of Sharibly, including but not limited to:

• Email threads

• Call recordings

• Live chat transcripts

• Support ticket logs

Such records may be used for training, compliance, legal defense, service improvement, or contractual enforcement purposes. All data will be stored securely and handled in accordance with Sharibly’s privacy and data protection policies.

15.5 Language & Interpretation

All communications between the parties, including the Agreement and any supporting documentation, shall be conducted in English. If any translated version is provided, it is for convenience only, and the English version shall govern in the event of any conflict or inconsistency.

16. Modifications & Amendments

16.1 Right to Modify Terms

Sharibly reserves the right to modify, amend, update, or revise this Terms of Service Agreement, in whole or in part, at any time and at its sole discretion. Any such changes shall become effective upon:

• Posting the updated version to Sharibly’s publicly accessible Terms of Service page, and

• Providing notice to the Client via email, account notification, or in-platform alert.

Continued use of Sharibly’s services after such notice and publication constitutes Client’s acceptance of the revised terms. If the Client does not agree to the changes, they must provide written notice of termination within 30 calendar days of the effective date of the modification.

16.2 Notice of Material Changes

For changes deemed material by Sharibly, the Company will make reasonable efforts to provide:

• At least 30 days’ advance notice when legally required,

• A summary of the revisions and their implications for the Client, and

• An opportunity to ask questions or seek clarification.

“Material changes” may include, but are not limited to, changes to pricing structures, ownership clauses, data handling practices, dispute resolution processes, or user rights and responsibilities.

16.3 Version Control & Archiving

Each version of this Terms of Service Agreement shall be assigned a unique version number and publication date. Sharibly will maintain an archive of previous versions for reference and legal transparency. Clients may request access to historical versions of the Terms they previously agreed to, subject to verification of identity and association with the original account.

16.4 Contractual Amendments

Any individual amendments, addendums, or custom modifications to this Agreement (including those negotiated during sales or onboarding) must:

• Be made in writing,

• Be explicitly labeled as an amendment or addendum,

• Reference this Agreement by title and effective date,

• Be signed by authorized representatives of both Sharibly and the Client.

No oral agreements or informal communications shall be construed as valid modifications to this Agreement.

16.5 Conflicts Between Terms

In the event of a conflict between this Agreement and any supplemental agreement (such as a Statement of Work, Proposal, or Scope of Work), the following hierarchy shall apply unless explicitly stated otherwise:

1. Custom Addendums or Executed Contract Amendments

2. Individual Statements of Work or Service Orders

3. This Master Terms of Service Agreement

4. Sharibly’s general marketing or promotional materials

17. Assignment & Transfer

17.1 No Assignment by Client Without Prior Consent

The Client may not assign, delegate, sublicense, subcontract, or otherwise transfer this Agreement or any of its rights or obligations under this Agreement, whether by operation of law, merger, acquisition, divestiture, change of control, or otherwise, without the prior written consent of Sharibly. Any attempted assignment or transfer in violation of this provision shall be null and void.

Sharibly shall not unreasonably withhold such consent, but reserves the right to assess risks, obligations, or reputational concerns associated with any requested transfer.

17.2 Assignment by Sharibly

Sharibly may assign or transfer this Agreement, in whole or in part, at its sole discretion and without the need for prior written consent, to:

• An affiliate, parent, or subsidiary entity;

• A successor entity in the event of a merger, sale, restructuring, acquisition, or transfer of substantially all business assets;

• A purchaser or transferee of the relevant service line or platform.

In such cases, Sharibly will provide written notice to the Client and ensure the assignee assumes all relevant obligations under this Agreement.

17.3 Binding Effect

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, permitted assigns, legal representatives, and heirs. Any lawful assignee shall be subject to the same terms and limitations as the original Client.

17.4 Transfer of Website or Service Ownership

If the Client wishes to transfer ownership of a website, product, service subscription, or associated user account to another party:

• Written request must be submitted to Sharibly for review and approval.

• Any outstanding balances, fees, or obligations must be paid in full prior to transfer.

• A formal transfer of ownership agreement must be executed by both the current and new account holder.

• A $99 account or website transfer processing fee (subject to change) may apply.

Ownership transfers do not negate or modify licensing agreements, intellectual property provisions, or warranties outlined in this Agreement unless expressly agreed upon in writing.

17.5 Change of Control or Business Entity

If the Client undergoes a change in ownership, business structure, or legal entity designation (e.g., from sole proprietorship to LLC), Client must notify Sharibly in writing within thirty (30) days. Sharibly reserves the right to re-evaluate the risk profile and request updated documentation or contract adjustments.

18. Data Security & Privacy Compliance

18.1 Commitment to Data Protection

Sharibly is committed to maintaining the confidentiality, integrity, and availability of data processed or stored in connection with its services. Sharibly follows commercially reasonable industry standards and practices to safeguard client data from unauthorized access, disclosure, alteration, or destruction.

18.2 Data Classification

Sharibly classifies data according to the following categories:

• Confidential Client Data: Includes login credentials, intellectual property, private financial information, analytics, and any materials marked as confidential.

• Personal Identifiable Information (PII): Data that can be used to identify, contact, or locate an individual, including names, email addresses, phone numbers, and geolocation data.

• Operational Metadata: Includes logs, usage data, and behavioral analytics used to improve services.

Each category is subject to distinct retention, access control, and deletion protocols, as outlined in this Agreement.

18.3 Data Handling Procedures

Sharibly agrees to:

• Store and process client data only for the purpose of fulfilling its contractual obligations.

• Implement and maintain technical safeguards such as firewalls, encryption, secure servers, access controls, and intrusion detection systems.

• Restrict access to data on a need-to-know basis, limited to authorized personnel and verified contractors.

• Conduct regular audits and security reviews to assess vulnerabilities and remedy breaches promptly.

18.4 Privacy Policy & Data Use

Sharibly’s full Privacy Policy is incorporated by reference into this Agreement and governs all data collected from the Client or end-users. The Client agrees to review and comply with all terms therein.

Sharibly may collect and use anonymized or aggregated data for internal research, performance benchmarking, and service improvements, provided such data cannot be used to identify any individual or Client entity.

18.5 Client Responsibilities

The Client acknowledges and agrees to:

• Keep all login credentials, API keys, and passwords confidential.

• Notify Sharibly immediately in the event of a suspected or confirmed breach on their end.

• Refrain from transmitting sensitive data (such as credit card numbers, social security numbers, or health records) through insecure channels.

• Ensure that any third-party applications or scripts installed by the Client do not violate applicable privacy or security policies.

18.6 Data Processing Agreements (DPAs)

Where applicable, and especially in jurisdictions governed by GDPR, CPRA, or other global privacy frameworks, Sharibly will enter into a Data Processing Agreement (DPA) outlining:

• Roles of data controller vs. data processor

• Lawful basis for data collection

• Duration, scope, and nature of processing

• Data subject rights and compliance mechanisms

• Cross-border data transfer protections

• Subprocessor disclosures and approval rights

Sharibly maintains signed DPA templates for use with enterprise clients upon request.

18.7 Breach Notification

In the event of a confirmed data breach involving Client data:

• Sharibly will notify the Client within seventy-two (72) hours of discovery, providing known details of the breach, mitigation efforts, and recommended next steps.

• Sharibly will cooperate with Client requests for evidence, regulatory reporting, and investigation support, to the extent permitted by law and internal policy.

• No public disclosure may be made by the Client without coordination with Sharibly unless legally required.

18.8 Data Retention & Deletion

Client data shall be retained for the duration of the contract term and:

• For up to 90 days after termination for backup and transition purposes;

• Or as required by law, regulation, or formal request from Client or applicable authorities.

Upon termination, Sharibly shall permanently delete client data from all active systems, provided no outstanding balances or obligations remain. Long-term archives may persist in secure, encrypted storage for audit or legal compliance for a period of up to 12 months.

18.9 International Compliance

For Clients operating outside the United States, Sharibly takes reasonable steps to comply with applicable data privacy laws including:

• GDPR (European Union)

• UK Data Protection Act

• LGPD (Brazil)

• PIPEDA (Canada)

• PDPA (Singapore)

• CPRA (California, U.S.)

Clients are responsible for disclosing their regional compliance needs in writing prior to project initiation. Sharibly reserves the right to limit services in jurisdictions where legal compliance is unfeasible or disproportionately burdensome.

19. Service-Specific Terms

This section sets forth additional terms and obligations specific to the various services offered by Sharibly – Web Design, Search & Social (“Sharibly”), which supplement and govern over any conflicting general provisions elsewhere in this Agreement.

19.1 Website Design & Development

19.1.1 Scope of Work
Website projects include layout design, user experience planning, responsive coding, and integration of client-provided or custom-created content, subject to the specifications in the accepted proposal or Statement of Work (SOW).

19.1.2 Platform Compatibility
Sites are developed to be compatible with modern web standards and major browsers. Sharibly does not guarantee full functionality across legacy browsers, devices, or third-party plugins not approved or installed by Sharibly.

19.1.3 Design Revisions
Design phases may include up to two (2) rounds of revisions per milestone. Additional revisions beyond scope will be billable at Sharibly’s current hourly rate.

19.1.4 Third-Party Assets
All stock photography, fonts, graphics, or software used in website builds must be licensed either by the Client or through Sharibly’s commercial agreements. Unlicensed use by the Client is strictly prohibited.

19.1.5 CMS Access & Training
Administrative access may be restricted until the Client completes Sharibly’s CMS training program. An administrative training fee of $350 USD (subject to change) applies. The Client assumes full risk upon gaining unrestricted CMS or backend access.

19.2 Technical Maintenance & Hosting

19.2.1 Included Services
Monthly maintenance includes platform updates, uptime monitoring, basic malware scanning, plugin management, and critical security patches. Hosting may be managed directly by Sharibly or through a white-labeled infrastructure partner.

19.2.2 Downtime & Backups
While Sharibly takes commercially reasonable steps to ensure uptime, no guarantees are made for uninterrupted access. Daily or weekly backups are included; restoration requests may incur labor charges unless resulting from Sharibly’s negligence.

19.2.3 Cancellation Consequences
Upon cancellation of hosting or maintenance services, access to the site may be suspended unless the Client has satisfied ownership and buyout obligations in full, including a $99 packaging and database export fee.

19.3 Search Engine Optimization (SEO)

19.3.1 Deliverables
Sharibly provides content optimization, metadata structuring, backlink strategy, schema markup, and geographic targeting per the selected package.

19.3.2 Ranking Disclaimer
While Sharibly follows best practices for organic search performance, no warranty is made regarding specific ranking positions or outcomes due to the dynamic nature of search algorithms and market competition.

19.3.3 Content Ownership
Sharibly retains copyright over all SEO deliverables until the Client has completed all associated payments. Content may not be republished, edited, or reused outside of the original domain without permission.

19.4 Social Media Marketing & Content Scheduling

19.4.1 Content Creation
Social content is developed based on strategy sessions and available brand guidelines. The Client is responsible for delivering timely approvals, assets, and platform credentials.

19.4.2 Scheduling Terms
Posts are typically scheduled weekly or monthly. Missed approval windows or late submissions by the Client may result in skipped weeks without refund or rescheduling.

19.4.3 Platform Policy Compliance
Sharibly complies with terms set by social platforms (e.g., Facebook, Instagram, LinkedIn). The Client agrees not to request content or ads that violate any platform’s advertising policies or community standards.

19.5 Paid Advertising Management

19.5.1 Ad Spend Management
Clients must provide their own payment method for ad spend via Google Ads, Meta Ads Manager, or other platforms. Sharibly’s fees do not include media buying costs.

19.5.2 Campaign Strategy
Sharibly uses best-practice strategies in ad structure, targeting, and A/B testing. Outcomes are influenced by budget, competition, and creative assets; therefore, no guarantees of lead volume, ROI, or conversion rates are offered.

19.5.3 Suspension or Termination
Sharibly reserves the right to pause or terminate advertising services at any time if account access is revoked, if platform violations occur, or if invoices go unpaid for more than 10 days.

19.6 Branding & Logo Design

19.6.1 Ownership & Licensing
Final logo files delivered after payment completion are granted to the Client under an exclusive commercial license. Sharibly retains the right to display branding work in its portfolio.

19.6.2 File Formats & Revisions
Clients receive logo files in standard vector and raster formats. Two (2) major revision rounds are included. Additional modifications will be billed at standard hourly design rates.

19.6.3 Trademark Responsibility
Sharibly is not responsible for conducting trademark clearance. Clients are solely responsible for ensuring their chosen brand identity does not infringe on existing marks.

20. Changes to These Terms

20.1 Right to Modify

Sharibly – Web Design, Search & Social (“Sharibly”) reserves the full, unilateral, and irrevocable right to revise, modify, amend, update, supplement, or replace these Terms of Service at any time, in whole or in part, for any reason or no reason, at Sharibly’s sole discretion. Modifications may include, but are not limited to, changes in service offerings, pricing structures, legal compliance requirements, data processing protocols, third-party integrations, support procedures, intellectual property licensing, or security policies.

Sharibly is under no obligation to obtain prior consent before modifying these Terms, unless otherwise required by law.

20.2 Methods of Notification

When material modifications are made to the Terms, Sharibly will use commercially reasonable efforts to notify Clients using one or more of the following methods:

• A banner, alert, or modal notice displayed prominently on the Sharibly website or Client dashboard

• Email communication to the Client’s registered contact email address

• Direct notice via Sharibly’s client portal or other applicable communication channels

• Inclusion in monthly statements or service invoices

The effective date of any modifications will be clearly displayed at the top of the Terms of Service document.

Failure to receive such notices due to outdated or incorrect contact details on file does not absolve the Client of their obligations under the updated Terms.

20.3 Acceptance Through Continued Use

By continuing to access, interact with, or use any Sharibly products or services after the revised Terms have become effective, the Client explicitly acknowledges and agrees to be legally bound by the updated Terms. This includes any downstream users, affiliates, or third parties utilizing Sharibly’s services on behalf of the Client.

If the Client does not agree with the modifications, they must:

• Immediately cease all use of Sharibly’s services and platforms; and

• Submit a written cancellation request in accordance with Section 10 (Termination & Cancellation Policies).

20.4 Preservation of Historical Terms

Revisions to these Terms do not invalidate, extinguish, or waive any contractual rights, obligations, liabilities, or remedies associated with any prior version of the Terms. Any services delivered, fees incurred, or disputes arising under a previous version shall remain governed by that version unless otherwise agreed to in writing.

20.5 Non-Retroactivity

Except where changes are required to comply with applicable law or regulation, all modifications to the Terms shall apply prospectively from the effective date of publication. No clause, definition, or obligation shall apply retroactively unless explicitly stated.

This means that projects initiated or payments made under previous Terms shall remain subject to those original Terms until their completion or resolution, unless otherwise amended through written agreement.

20.6 Supremacy Clause

In the event of any conflict between different versions of this Terms of Service Agreement, the most current version posted on Sharibly’s official website shall take precedence over all previous versions, drafts, summaries, or verbal agreements.

20.7 Archived Versions

Sharibly shall maintain secure, timestamped archives of all past versions of its Terms of Service for historical record-keeping and evidentiary purposes. Clients may request a PDF copy of the version applicable to their onboarding date or most recent renewal, which shall be supplied within a reasonable timeframe, subject to administrative processing.

21. Governing Law and Jurisdiction

21.1 Governing Law

These Terms of Service and any dispute, controversy, claim, or interpretation arising out of or relating to these Terms, the subject matter hereof, or any services provided by Sharibly – Web Design, Search & Social (“Sharibly”), shall be governed by and construed in accordance with the laws of the State of Idaho, United States of America, without regard to its conflict of law principles.

21.2 Jurisdiction

The Client agrees that any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted exclusively in the state or federal courts located in Kootenai County, Idaho. The Client waives any objection based on venue, forum non conveniens, or lack of personal jurisdiction and hereby submits to the jurisdiction of such courts for the purposes of any such action.

21.3 Legal Compliance

The Client agrees to comply with all applicable local, state, national, and international laws and regulations in connection with the use of Sharibly’s services. The Client is solely responsible for ensuring that their use of the services does not violate any laws or regulations applicable to their jurisdiction.

21.4 International Use

Sharibly makes no representation that the services are appropriate or available for use in locations outside of the United States. If the Client chooses to access Sharibly’s services from other jurisdictions, they do so on their own initiative and are responsible for compliance with applicable local laws.

21.5 Dispute Resolution Preference

Before initiating formal legal proceedings, both parties agree to make a good faith effort to resolve any disputes or disagreements through informal negotiation or third-party mediation. In the event such measures fail, formal proceedings as defined above shall proceed.

21.6 Attorney’s Fees and Costs

In the event that either party initiates legal action to enforce or interpret any part of this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees and costs incurred in connection with the action, in addition to any other relief to which they may be entitled.

21.7 Equitable Relief

Nothing in this section shall limit Sharibly’s right to seek equitable or injunctive relief when necessary to prevent actual or threatened breach of these Terms, including unauthorized use or disclosure of confidential information, intellectual property, or proprietary systems.

22. Entire Agreement, Construction & Severability

22.1 Entire Agreement and Supersession of Prior Instruments

This Terms of Service Agreement (“Agreement”), including all linked policies, schedules, exhibits, addenda, Statements of Work (SOW), Insertion Orders, Data Processing Agreements, Payment Authorizations, and applicable licensing or intellectual property provisions, constitutes the entire integrated agreement between Sharibly – Web Design, Search & Social (“Sharibly”) and the Client.

This Agreement supersedes all previous agreements, representations, discussions, and communications, whether oral or written, express or implied, relating to the subject matter contained herein. No terms, conditions, or understandings not explicitly set forth in this Agreement shall be binding on the parties, unless agreed in writing and executed by authorized signatories of both parties.

22.2 Contractual Construction

This Agreement shall be interpreted as a whole, with all parts considered in harmony. The headings and section titles are for convenience only and shall not be used to construe meaning or intent. If an ambiguity arises, it shall not be resolved against either party on the basis of authorship, as both parties had the opportunity to review and negotiate the language.

In the event of a dispute regarding interpretation, industry norms, plain English meaning, and the commercial purpose of the contract shall guide the analysis. If applicable, principles of equity and good faith shall supplement but not override express terms.

22.3 Document Conflict Hierarchy

In the event of a conflict between this Agreement and any subordinate document or reference, the following order of precedence shall apply unless otherwise explicitly stated in writing:

1. Amended Terms of Service or Master Service Agreement (if applicable)

2. Signed Statements of Work (SOW) or Addenda

3. Payment Authorizations and Insertion Orders

4. Project-Specific Proposals (if attached to contract)

5. Sharibly’s General Terms of Service (this Agreement)

6. Sharibly’s Linked Policies (e.g., Privacy Policy, DMCA Policy, Acceptable Use Policy)

Where ambiguity exists between documents at the same level of precedence, the more specific or later-executed document shall prevail.

22.4 Severability of Provisions

If any provision of this Agreement is found to be invalid, unenforceable, or unlawful by a court of competent jurisdiction, it shall be enforced to the maximum permissible extent, and the remainder of the Agreement shall continue in full force and effect. The parties agree to negotiate in good faith a valid substitute provision that reflects the original intent as closely as possible.

22.5 Survivability of Terms

The following provisions shall survive expiration, completion, or termination of this Agreement, regardless of cause: confidentiality, intellectual property ownership, payment obligations, indemnification, limitation of liability, dispute resolution, and any clause intended by its nature to survive termination.

22.6 No Waiver of Rights

Failure by either party to enforce any provision or exercise any right shall not be deemed a waiver of future enforcement. A waiver is effective only if in writing and signed by an authorized representative of the waiving party.

22.7 Third-Party Beneficiaries

This Agreement creates no rights or benefits for any third party. No person or entity not a signatory to this Agreement shall have standing to enforce any term or provision, whether expressly or implicitly.

22.8 Assignment and Delegation

The Client may not assign, transfer, or delegate its rights or obligations under this Agreement without prior written consent from Sharibly. Unauthorized assignment is void and may result in immediate suspension or termination. Sharibly may assign or delegate this Agreement in connection with a merger, acquisition, divestiture, or sale of assets.

22.9 Interpretation Clause

All words used in this Agreement, regardless of number or gender, shall be deemed to include any other number or gender where required. The terms “including,” “include,” and similar expressions are not limiting and shall be interpreted as “including without limitation.” Use of the singular shall include the plural and vice versa.

Any references to statutes, regulations, or laws shall be deemed to refer to the most current version, including any updates, amendments, or replacements.

22.10 International Compliance

While Sharibly operates primarily under United States law, the Client is solely responsible for ensuring their compliance with applicable local, regional, and international laws, data privacy requirements, and regulatory obligations. Sharibly does not guarantee that services are compliant with the legal frameworks of jurisdictions outside the United States unless expressly stated in writing.

Use of Sharibly’s services in jurisdictions with unique data handling, licensing, or disclosure requirements (e.g., GDPR, PIPEDA, CCPA) must be disclosed in advance by the Client so that adequate accommodations or service-level modifications may be made under a separate agreement.

22.11 Merger Clause

This Agreement represents a final and complete expression of the contractual relationship between the parties. No oral statements, correspondence, prior drafts, or preliminary negotiations shall have any legal effect or be considered part of this Agreement once executed. The parties acknowledge that they are not relying on any representations or promises not explicitly set forth herein.

22.12 Limitation of Precedent

The performance of either party under prior arrangements or contracts shall not be interpreted to establish a precedent or implied obligation for future conduct. Each engagement, project, or scope of work under this Agreement shall be judged solely by the terms and obligations expressed herein, and no past waiver or performance shall alter this Agreement unless agreed to in writing.

23. Assignment and Transfer of Rights

23.1 Non-Transferability by Client

The rights, responsibilities, and obligations conferred by these Terms of Service are specific to the Client and may not be assigned, transferred, sublicensed, or delegated in whole or in part to any third party without the express prior written consent of Sharibly – Web Design, Search & Social (“Sharibly”). Any attempt by the Client to assign or transfer any rights or obligations under these Terms without such consent shall be null and void.

23.2 Binding Effect

These Terms shall be binding upon and inure to the benefit of the parties and their respective permitted successors, legal representatives, and assigns. In the case of a permitted assignment, the Client shall remain jointly and severally liable for all obligations incurred prior to the assignment.

23.3 Assignment by Sharibly

Sharibly reserves the unrestricted right to assign or transfer its rights, obligations, and responsibilities under this Agreement to any parent, subsidiary, affiliate, successor entity, purchaser, or legal representative, including but not limited to in the event of a merger, acquisition, sale of assets, or internal restructuring, without notice or consent of the Client.

23.4 Change of Control

In the event of a change in control of either party (such as a sale, merger, acquisition, or transfer of ownership interest representing 50% or more of the voting power), the surviving entity shall remain bound by the terms of this Agreement unless otherwise mutually agreed in writing.

23.5 Restrictions on Subcontracting

The Client may not subcontract, outsource, or engage third-party vendors to perform any aspect of their obligations under these Terms without written approval from Sharibly. Any approved subcontractor or agent shall be subject to the same confidentiality and performance standards required of the Client.

23.6 No Creation of Agency

Nothing in these Terms shall be construed to create a partnership, joint venture, franchise, or agency relationship between the Client and Sharibly. Neither party has the authority to bind the other or incur obligations on the other’s behalf without express written consent.

23.7 Continuity of Obligations

In the event that a transfer or assignment of rights is approved or executed, all obligations under this Agreement shall continue unabated. The assigning party shall be responsible for ensuring that the assignee is fully informed and bound by the obligations outlined herein.

24. Assignment and Transfer Restrictions

24.1 No Assignment Without Prior Written Consent

The Client may not assign, delegate, sublicense, franchise, lease, share, or otherwise transfer any of their rights or obligations under this Agreement—whether voluntarily, involuntarily, by operation of law, or otherwise—without the express prior written consent of Sharibly – Web Design, Search & Social (“Sharibly”). Any attempted assignment or transfer in violation of this clause shall be void ab initio and considered a material breach.

24.2 Binding Effect

Subject to the restrictions stated herein, this Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. However, Sharibly shall not be bound by any unauthorized assumption of obligations by third parties.

24.3 Sharibly’s Right to Assign

Sharibly may assign this Agreement, in whole or in part, without the Client’s consent to any parent company, affiliate, acquirer, successor, or third party in connection with a merger, acquisition, reorganization, or sale of assets. Client will be notified in writing of any such assignment.

24.4 Subcontractors and Delegation

Sharibly may engage third-party subcontractors, developers, vendors, or service providers to perform work or services under this Agreement. Sharibly remains responsible for the performance of such third parties and the delivery of agreed-upon services.

24.5 No Transfer of License or Rights

Client may not, without Sharibly’s written consent, sublicense, transfer, rebrand, resell, franchise, distribute, mirror, or replicate the services, design elements, databases, branding assets, software, code, or any derivative works created or licensed under this Agreement.

24.6 Transfer Upon Business Sale

In the event of a change in control of the Client’s organization—whether via sale, merger, acquisition, or internal restructuring—the Client must provide at least thirty (30) days’ prior written notice to Sharibly. Sharibly reserves the right to assess the proposed assignee’s qualifications, financial standing, and intended use prior to granting approval of the transfer. A new agreement may be required with the acquiring entity.

24.7 Indirect Transfer and De Facto Control

Any shift in decision-making authority, brand ownership, content management, or operational control to a third party shall be considered an indirect assignment and is prohibited without written consent.

24.8 Franchise and Resale Prohibition

This Agreement may not be used to provide services to or on behalf of third parties such as franchisees, affiliates, sister companies, or sub-brands. Use of the licensed property for white-label, resale, or indirect commercial gain is prohibited and constitutes grounds for immediate termination.

24.9 Audit Rights

Sharibly reserves the right to audit the Client’s use of all licensed systems and deliverables to verify compliance with these transfer restrictions. Audits may include, but are not limited to, technical analysis of server use, review of public content, and confirmation of authorized user credentials. Refusal to cooperate with an audit may be considered a presumption of breach.

24.10 Automatic Termination Upon Unauthorized Transfer

Any unauthorized assignment, sublicense, or transfer shall constitute an immediate and material breach. In such instances:

• All access credentials, hosting rights, licenses, and maintenance agreements shall be revoked without refund.

• Sharibly is not obligated to deliver backups, documentation, or transitional support.

• All pending or scheduled deliverables shall be suspended or canceled.

• Client’s continued use of any Sharibly intellectual property will be considered infringing.

24.11 Remedies

In addition to termination, Sharibly may pursue:

• Injunctive relief to prevent unauthorized use or disclosure of intellectual property.

• Equitable relief to preserve rights pending litigation or arbitration.

• Forensic investigation to assess damages or misuse.

• Immediate suspension of any related accounts, hosting, or integrations.

24.12 Liquidated Damages

The parties agree that damages from improper assignment or misuse of deliverables may be difficult to calculate. Therefore, in the event of breach under this Section, the Client agrees to pay liquidated damages in the amount of $5,000 USD per occurrence, in addition to all actual damages, legal fees, and recovery costs. This amount is intended as a fair estimate and not a penalty.

24.13 Indemnification

The Client agrees to fully indemnify, defend, and hold harmless Sharibly, its owners, employees, subcontractors, and affiliates against any losses, damages, costs, expenses (including reasonable attorneys’ fees), or claims arising from:

• Unauthorized transfer or sublicense of services or deliverables,

• Any third-party claims resulting from improper use,

• Breaches of confidentiality due to unapproved sharing of access or materials,

• Reputational or operational harm caused by misuse of Sharibly’s property or branding.

  24.14 Survivability of Obligations

  Any provisions of this Agreement that, by their nature, should reasonably be expected to survive termination, cancellation, expiration, assignment, or transfer—whether authorized or unauthorized—shall remain in full force and effect. These include, but are not limited to:

  • Intellectual property rights (Section 8)

  • Payment obligations and outstanding balances (Section 5)

  • Confidentiality and data protection duties (Sections 9 and 10)

  • Indemnification and liability limitations (Sections 18 and 24)

  • Dispute resolution and governing law provisions (Section 21)

  • Audit rights and remedies (Section 24)

  These provisions shall survive notwithstanding any change in ownership, control, delegation, or dissolution of either party. The Client acknowledges and agrees that these continuing obligations are necessary to protect Sharibly’s intellectual property, proprietary systems, contractual rights, and business interests.

25. Insurance and Risk Management

25.1 Minimum Insurance Requirements

The Client agrees to maintain, at their own expense and for the duration of their engagement with Sharibly – Web Design, Search & Social (“Sharibly”), appropriate insurance coverage to adequately protect their business and digital assets. This includes, but is not limited to:

• General Commercial Liability Insurance covering bodily injury, personal injury, and property damage with minimum limits of $1,000,000 per occurrence and $2,000,000 in aggregate.

• Cyber Liability Insurance or Technology Errors & Omissions Insurance, with limits of no less than $500,000, covering claims arising from unauthorized access, data breaches, service interruptions, or other digital threats.

• Professional Liability (Errors & Omissions) Insurance for companies offering their own digital services or modifications to deliverables provided by Sharibly.

Proof of insurance may be requested by Sharibly at any time, and failure to provide such proof within 10 business days may result in suspension of services or delay of deliverables.

25.2 Risk Allocation and Assumption

The Client acknowledges and agrees that:

• They are solely responsible for risks associated with the improper use, misuse, alteration, or unauthorized access to any software, website, plugin, or hosting environment associated with Sharibly services.

• Any customizations or administrative actions taken without express approval or training from Sharibly are performed at the Client’s sole risk.

• Risk of loss passes to the Client upon delivery of intellectual property or access credentials, regardless of whether payment has been made in full.

25.3 Indemnity for Uninsured Events

To the extent a claim, liability, or damage arises that would have been covered by reasonable insurance coverage had it been in place, the Client agrees to indemnify and hold Sharibly harmless for any and all losses, costs, legal fees, settlements, or damages resulting from such uninsured or underinsured events.

25.4 Force Majeure and Insurance Limitations

Insurance coverage shall not absolve either party from responsibilities set forth in this Agreement, except in cases of force majeure as defined in Section 10.4. However, the Client acknowledges that force majeure events do not automatically suspend payment obligations or contractual responsibilities unless the insured loss directly prevents service continuation.

25.5 Insurance Held by Sharibly

Sharibly shall maintain its own insurance policies as reasonably required for its line of business, including professional liability, general liability, and cybersecurity protections. However, these policies do not extend coverage to the Client or third parties acting on the Client’s behalf.

25.6 Third-Party Risk Assumption

In instances where services are rendered in conjunction with or through third-party platforms, technologies, or vendors (e.g., hosting providers, CMS software, analytics tools), the Client acknowledges that Sharibly assumes no responsibility for insurance liabilities related to:

• Downtime or data loss caused by third-party systems

• Legal claims involving unauthorized platform access

• Failures by external contractors hired independently by the Client

The Client assumes all responsibility for securing appropriate insurance protections for these systems, tools, and engagements.

26. Confidentiality, Non-Disclosure, and Non-Circumvention

26.1 Confidential Information Defined

For the purposes of this Agreement, “Confidential Information” shall include but not be limited to:

• Business plans, strategies, forecasts, and financial information

• Trade secrets, proprietary methodologies, and intellectual property

• Source code, development frameworks, backend configurations

• Account credentials, analytics data, user behavior metrics

• Customer or client lists, marketing insights, and third-party contracts

• Any materials marked “confidential” or reasonably understood to be confidential due to the nature of the information

This definition applies to all information disclosed in oral, written, digital, visual, or physical formats, whether shared before or after the execution of this Agreement.

26.2 Obligations of Confidentiality

Each party agrees to maintain the confidentiality of all Confidential Information received from the other party and shall:

• Use such information solely for the performance of this Agreement

• Not disclose, share, publish, or reproduce the Confidential Information to any third party without prior written consent

• Take commercially reasonable measures to safeguard such information using industry-standard practices (e.g., encryption, limited access, compartmentalization)

• Promptly notify the disclosing party in the event of any suspected or actual unauthorized access or disclosure

These obligations shall remain in force during the term of the Agreement and for a period of five (5) years following its termination, unless legally extended due to the nature of the information involved (e.g., trade secrets).

26.3 Exceptions

The obligations above shall not apply to information that:

• Is or becomes publicly known through no breach of this Agreement

• Is lawfully obtained from a third party without restriction

• Is independently developed by the receiving party without access to the disclosing party’s information

• Is required to be disclosed by law, court order, or governmental regulation, provided that the disclosing party is given prompt notice and a chance to contest such disclosure

26.4 Non-Circumvention

The Client agrees not to directly solicit or engage with any contractor, vendor, subcontractor, or partner introduced by Sharibly for similar or competitive services, without Sharibly’s express written consent. This provision applies during the term of this Agreement and for twenty-four (24) months following its termination.

Violation of this clause will be considered material breach and may result in:

• Immediate termination of services

• Legal action for lost revenue, damages, and injunctive relief

• Liquidated damages in an amount equal to the projected 12-month revenue Sharibly would have earned from the relationship circumvented

26.5 Return or Destruction of Materials

Upon termination of the Agreement, each party agrees to return or destroy all physical or digital copies of Confidential Information received from the other party. Written certification of destruction may be required.

26.6 Publicity and Reference Rights

Sharibly may, upon mutual agreement or where no confidentiality clause precludes it, publicly reference the Client’s name, logo, project summary, and results for promotional, testimonial, or portfolio purposes unless expressly prohibited in writing. Such use shall not reveal specific confidential tactics or deliverables.

27. Assignment, Delegation, and Subcontracting

27.1 Assignment Restrictions

Neither party may assign or transfer any of its rights, obligations, or interests under this Agreement, in whole or in part, without the prior written consent of the other party. Any attempted assignment without such consent shall be null and void.

Exceptions include:

• Sharibly may assign its rights and obligations to an affiliated entity, parent company, or acquiring company in the event of a merger, acquisition, sale of substantially all assets, or internal corporate restructuring, provided such successor agrees in writing to be bound by these Terms.

• The Client may assign its rights under this Agreement to a successor entity in the event of a merger or acquisition, subject to Sharibly’s written approval, which will not be unreasonably withheld if the successor is of equal or greater financial standing and operational capacity.

27.2 Delegation of Performance

Sharibly retains the right to delegate tasks, responsibilities, or components of service delivery to qualified employees, contractors, or subcontractors at its discretion, provided that:

• All such parties operate under binding confidentiality and data protection agreements

• Delegation does not materially diminish the scope or quality of services as defined in this Agreement

• Sharibly remains fully responsible and liable for the performance of any delegated party

Clients may not delegate service obligations, user credentials, or management responsibilities to third parties without express written permission from Sharibly.

27.3 Use of Subcontractors

Sharibly may engage subcontractors or third-party service providers for specialized services including but not limited to:

• Server hosting, CDN networks, or DNS management

• Security monitoring, backup solutions, or content delivery infrastructure

• SEO software providers, social scheduling platforms, or licensed content APIs

• Freelancers or agencies assisting with graphic design, development, UX/UI, copywriting, or QA testing

Sharibly shall remain the primary point of contact and assumes all liability for subcontractor actions or omissions within the scope of the Agreement.

27.4 Change of Control

In the event that either party undergoes a change of control (e.g., acquisition, buyout, merger), the affected party shall provide written notice to the other within fifteen (15) business days of the transaction. The non-affected party reserves the right to conduct due diligence and request reasonable assurances that the successor will comply with all terms of this Agreement.

If such assurances are not provided within thirty (30) calendar days of the request, the non-affected party may terminate the Agreement without penalty.

27.5 Binding Effect

This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective permitted successors and assigns. No third party shall be deemed a beneficiary of this Agreement, except as expressly provided in Section 22.4 (No Third-Party Beneficiaries).

28. Export Control and International Use

28.1 Compliance with Export Laws

The Client agrees to comply fully with all applicable U.S. and international export control laws and regulations, including but not limited to the Export Administration Regulations (EAR) administered by the U.S. Department of Commerce, as well as economic sanctions programs administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC).

Without limiting the foregoing, the Client shall not:

• Export, re-export, or otherwise transfer any part of Sharibly’s services, software, documentation, or underlying technology to any country, person, or entity subject to U.S. export restrictions

• Use Sharibly’s services in any country or region embargoed by the United States or in violation of any applicable export or trade restrictions

• Authorize or facilitate any third party to do so without proper government authorization

Violation of these obligations may result in immediate termination of service and may be reported to the appropriate regulatory authorities.

28.2 Sanctioned Entities and Denied Parties

The Client affirms that neither it nor any of its affiliates, directors, officers, or employees is:

• A resident, citizen, or organized in a country currently subject to comprehensive U.S. government embargo

• Named on any U.S. government denied or restricted parties lists, including but not limited to the Specially Designated Nationals (SDN) list, Entity List, or Denied Persons List

• Engaged in any conduct that would cause Sharibly to be in violation of applicable export or sanctions laws

Sharibly reserves the right to immediately suspend or terminate services if it determines that providing such services would violate U.S. or international export control laws or expose Sharibly to liability.

28.3 International Use and Data Localization

Clients accessing Sharibly’s services from outside the United States are responsible for ensuring that their use complies with all local laws and regulations in their jurisdiction, including:

• Data protection and privacy regulations

• Hosting and data localization mandates

• Restrictions on encryption or online communication services

Sharibly makes no representation that its services are appropriate or legally permissible for use in all jurisdictions. Accessing the services from territories where they are illegal or prohibited is strictly forbidden.

28.4 Responsibility for Local Compliance

The Client bears sole responsibility for compliance with all applicable laws and regulations in the country where the services are used, including laws relating to:

• Content publication and liability

• Consumer protection and advertising claims

• E-commerce regulations, domain registration laws, or internet censorship

Sharibly shall not be liable for any legal action, penalty, or enforcement activity resulting from the Client’s failure to comply with foreign or local laws.

28.5 Government Access and Cross-Border Transfers

By using Sharibly’s services, the Client acknowledges and agrees that:

• Data may be transferred to and processed in the United States and other jurisdictions where Sharibly or its partners operate

• Data stored on or transmitted through Sharibly infrastructure may be subject to lawful access by U.S. or foreign governmental authorities under applicable law

• Where required by law, Sharibly will make reasonable efforts to notify the Client of such access unless prohibited from doing so

29. Non-Solicitation and Competitive Protections

29.1 Non-Solicitation of Personnel

The Client agrees that, during the term of this Agreement and for a period of twenty-four (24) months following its termination or expiration, it shall not directly or indirectly solicit for employment, contract, or engagement—whether full-time, part-time, or freelance—any employee, independent contractor, consultant, or subcontractor of Sharibly who was involved in any aspect of service delivery to the Client.

This restriction applies regardless of whether the individual or entity initiates contact or responds to an offer from the Client.

29.2 Indirect Solicitation

For purposes of this section, “indirect solicitation” includes but is not limited to:

• Posting targeted job advertisements or freelance requests directed at current Sharibly staff

• Engaging third-party recruiters to reach out to Sharibly personnel on the Client’s behalf

• Encouraging Sharibly team members to leave their position with offers of partnership, contract work, or other professional incentives

29.3 Liquidated Damages for Breach

In the event of a breach of this Non-Solicitation provision, the Client agrees to pay Sharibly liquidated damages in an amount equal to two (2) times the annualized compensation or contract value of the solicited individual, or $25,000, whichever is greater.

This amount is intended to compensate Sharibly for the costs of recruitment, training, onboarding, and operational disruption, and shall not be deemed a penalty.

29.4 Protection of Competitive Strategy

The Client agrees not to use any proprietary knowledge, workflows, or techniques learned through Sharibly’s services to:

• Build a competing web design, SEO, or digital marketing agency

• Develop or contribute to software, platforms, or service offerings that directly compete with Sharibly’s unique selling propositions, processes, or service methodologies

• Reverse engineer or replicate any part of Sharibly’s internal systems, codebases, or process frameworks without written authorization

29.5 Non-Circumvention

The Client shall not attempt to circumvent Sharibly by engaging with subcontractors, freelancers, or third-party service providers introduced by Sharibly without express written consent. This includes, but is not limited to:

• Hiring individual team members directly after termination of this agreement

• Creating business arrangements with Sharibly contractors in a manner that bypasses Sharibly’s role as the contracting party

29.6 Survival

The obligations under this section shall survive the termination or expiration of this Agreement and remain in full force for the duration of the stated time period, regardless of the cause of termination.

30. Assignment and Transfer Restrictions

30.1 No Assignment Without Prior Consent

The Client may not assign, delegate, sublicense, transfer, or otherwise convey any of its rights or obligations under this Agreement, in whole or in part, to any third party without the prior written consent of Sharibly – Web Design, Search & Social (“Sharibly”), which may be granted or withheld at its sole discretion.

Any attempted assignment or transfer in violation of this provision shall be null and void ab initio, and shall constitute a material breach of this Agreement subject to immediate termination pursuant to Section 10 (Termination & Cancellation Policies).

30.2 Transfer of Assets Upon Business Sale

In the event that the Client undergoes a merger, acquisition, asset sale, or change of control, the Client must provide Sharibly with written notice no fewer than thirty (30) days prior to such event. Sharibly reserves the right to:

• Review the new controlling entity for potential conflicts of interest, competitive overlap, or brand risk

• Approve or deny the continuation of services under the new ownership

• Require renegotiation of this Agreement or initiate termination and buyout procedures

Failure to disclose such a business change will be considered grounds for immediate service suspension and potential legal remedies.

30.3 Sharibly’s Right to Assign

Sharibly may assign its rights or delegate its obligations under this Agreement, in whole or in part, at any time without the Client’s prior consent, including but not limited to:

• Internal business restructuring

• Sale or transfer of assets

• Engagement of subcontractors, service partners, or affiliated entities to fulfill specific service components

Such assignments shall not relieve Sharibly of its overall obligations under this Agreement unless explicitly stated otherwise.

30.4 Binding Effect

Subject to the limitations stated herein, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. No third party shall have any rights under this Agreement except as expressly provided herein.

30.5 Restrictions on Platform Transfer

The Client acknowledges that the underlying systems, frameworks, and configurations developed by Sharibly may rely on proprietary infrastructure or licensing agreements not transferable to external platforms. Therefore:

• Any request for platform migration (e.g., to an external host or CMS environment) requires a formal Buyout Process

• A minimum export fee of $99 shall apply for packaging, preparing, and delivering transferrable assets

• Certain software licenses, configurations, or integrations may be non-transferable and must be re-licensed by the Client independently

Sharibly is not obligated to replicate proprietary systems outside of its environment without a mutually agreed-upon transition contract.

30.6 Anti-Circumvention and Indirect Transfer

The Client shall not seek to indirectly transfer or sublicense service components, deliverables, or intellectual property by engaging in subcontracting, white-labeling, or proxy arrangements with third parties. All use of services must originate from and be controlled by the Client as named in this Agreement unless otherwise authorized in writing.

31. Digital Millennium Copyright Act (DMCA) Compliance

31.1 Copyright Infringement Policy

Sharibly – Web Design, Search & Social (“Sharibly”) respects the intellectual property rights of others and expects its Clients and users to do the same. In accordance with the Digital Millennium Copyright Act of 1998, 17 U.S.C. § 512 (“DMCA”), it is Sharibly’s policy to:

• Investigate credible allegations of copyright infringement occurring on or through its hosted websites, digital platforms, or managed content

• Promptly remove or disable access to any content that is alleged to infringe copyrighted works upon receipt of a valid DMCA Takedown Notice

• Terminate, in appropriate circumstances, Clients or users found to be repeat infringers

31.2 DMCA Takedown Notices

If you believe that any material hosted, published, or managed by Sharibly infringes upon your copyrighted work, you may submit a written DMCA Notice to the designated agent listed below.

To be legally valid, your notice must include the following:

1. A physical or electronic signature of a person authorized to act on behalf of the copyright owner

2. Identification of the copyrighted work claimed to have been infringed

3. Identification of the allegedly infringing material and information reasonably sufficient to permit Sharibly to locate it

4. Your contact information (address, phone number, and email)

5. A statement that you have a good faith belief that the use is not authorized by the copyright owner, its agent, or the law

6. A statement, under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner or authorized to act on their behalf

Designated DMCA Agent:
Sharibly – Web Design, Search & Social
Attn: Legal Department
784 S. Clearwater Loop STE R
Post Falls, ID 83854
Email:shariblywebdesign@gmail.com
Subject: DMCA Takedown Request

31.3 Counter-Notification Procedure

If you believe that your material was removed or disabled as a result of mistake or misidentification, you may file a Counter-Notification with Sharibly’s DMCA Agent.

To be valid under the DMCA, your Counter-Notice must include:

1. Your physical or electronic signature

2. Identification of the material that has been removed or to which access has been disabled and the location where it appeared before removal

3. A statement under penalty of perjury that you believe the material was removed due to mistake or misidentification

4. Your name, address, telephone number, and a statement consenting to the jurisdiction of the Federal District Court in your judicial district

Upon receipt of a valid Counter-Notification, Sharibly may restore the material in question unless the original claimant files a lawsuit within ten (10) business days.

31.4 Repeat Infringer Policy

Sharibly maintains a strict repeat infringer policy. Accounts found to have engaged in multiple instances of copyright violation may be suspended or terminated without notice. The threshold for classification as a repeat infringer is determined solely by Sharibly and may include:

• Multiple valid DMCA notices

• Patterns of unauthorized content uploads

• Prior educational or warning notices ignored by the Client or user

31.5 No Legal Advice

Nothing in this section shall be construed as legal advice. Clients and third-party copyright holders are encouraged to consult with legal counsel to ensure full compliance with all applicable intellectual property laws when filing DMCA-related documentation.

32. Accessibility Compliance

32.1 Commitment to Accessibility

Sharibly – Web Design, Search & Social (“Sharibly”) is committed to supporting digital inclusivity and recognizes the importance of accessibility for users of all abilities. Sharibly endeavors to follow best practices, standards, and reasonable accommodations to ensure that websites and digital products developed or maintained on behalf of its Clients are accessible to individuals with disabilities in accordance with applicable law.

32.2 Industry Standards and Compliance Frameworks

Sharibly designs and develops websites with the intention to support conformance with the Web Content Accessibility Guidelines (WCAG) 2.1, published by the World Wide Web Consortium (W3C), at the Level AA standard, where reasonably practicable. Where full Level AA compliance is not possible due to technical, content-based, or client-imposed limitations, Sharibly will communicate these constraints in writing.

In addition, Sharibly aims to align with accessibility requirements as governed by:

• The Americans with Disabilities Act (ADA) Title III (U.S.-based businesses)

• The Rehabilitation Act of 1973, Section 508 (federal and education contracts)

• International standards such as the European Accessibility Act (EAA) and EN 301 549 where required by law or contract

32.3 Client Responsibility for Accessibility

While Sharibly provides tools, templates, and guidance in support of accessibility, the Client bears ultimate responsibility for the accessibility of their website’s content and user-generated material. This includes:

• Providing alt text for images

• Ensuring adequate contrast in uploaded visual elements

• Avoiding inaccessible embedded third-party tools

• Approving or rejecting accessibility remediation proposals

Sharibly shall not be held liable for inaccessible content added, altered, or omitted by the Client, their staff, or third-party vendors following project delivery.

32.4 Optional Accessibility Audits

Clients may request optional accessibility audits for an additional fee. These audits include:

• Automated scans for WCAG violations

• Manual spot-checks across key templates and functions

• A remediation plan with prioritized action items

Remediation services are also available as part of separate Accessibility Maintenance Plans, which must be contracted independently.

32.5 Limitations and Disclaimers

Sharibly does not warrant or guarantee full compliance with all national or international accessibility laws unless explicitly stated in a signed accessibility compliance addendum. Sharibly shall not be liable for:

• Accessibility violations arising from non-remediated third-party plugins

• Client-supplied content that fails to meet WCAG standards

• Enforcement actions taken against the Client due to inaccessible content outside Sharibly’s control or knowledge

Clients assume responsibility for reviewing their site with legal counsel or accessibility consultants to ensure compliance under their specific business and regulatory environment.

32.6 Future Updates and Framework Evolutions

Sharibly reserves the right to update its accessibility approach and supported frameworks in accordance with changes to WCAG standards, accessibility legislation, or advancements in assistive technology. Clients will be notified of major updates that may impact ongoing compliance and provided with options to upgrade existing solutions.

33. Third-Party Providers and Subcontractors

33.1 Use of Third Parties

Sharibly – Web Design, Search & Social (“Sharibly”) may utilize third-party vendors, independent contractors, subcontractors, cloud platforms, service resellers, or licensed professionals (collectively, “Third-Party Providers”) to fulfill all or part of its services. The Client acknowledges and agrees that Sharibly may delegate responsibilities to such providers to optimize service delivery, scalability, performance, or cost-efficiency, provided that such delegation does not materially diminish the quality or security of the services.

33.2 Notification and Disclosure

Sharibly may, at its sole discretion, disclose the identities or roles of Third-Party Providers engaged in the execution of services. Such disclosure shall not be required unless mandated by applicable law or regulatory authority. Any information disclosed remains proprietary and confidential to Sharibly. The Client shall have no contractual or automatic right to access such information, and any request for disclosure does not obligate Sharibly to comply.

For the avoidance of doubt, third-party provider details—including names, rates, contractual terms, and operational roles—are considered proprietary trade secrets and form part of Sharibly’s protected intellectual capital.

33.3 No Agency Relationship

The use of Third-Party Providers does not create any partnership, joint venture, employment, or agency relationship between such third parties and the Client. Sharibly retains full responsibility for the delivery and integrity of all contracted services unless otherwise specified in a mutually signed agreement.

33.4 Indemnity for Third-Party Interactions

Sharibly shall not be liable for damages arising from any direct relationship independently formed between the Client and any Third-Party Provider without Sharibly’s knowledge or consent. The Client assumes all risk and liability for actions taken outside the scope of Sharibly’s oversight.

33.5 Subcontractor Performance Standards

All subcontracted work performed on behalf of Sharibly shall meet the same standard of care, confidentiality, and professional conduct as work completed directly by Sharibly. However, Sharibly shall not be held liable for unforeseen acts, omissions, or breaches by Third-Party Providers that occur beyond reasonable control or due diligence.

33.6 Replacement or Termination of Third-Party Providers

Sharibly reserves the right to replace, reassign, or terminate the involvement of any Third-Party Provider at its discretion without prior notice, provided that such changes do not result in a material breach of the Client’s scope of services or expected deliverables.

33.7 Independent Licensing and Tools

Some services may rely on third-party software tools, frameworks, analytics platforms, or licensed assets. Use of such tools is subject to their respective end-user license agreements (EULAs), which the Client may be required to accept when using certain features or integrations.

33.8 Non-Circumvention

The Client agrees not to solicit, engage, or contract directly with any Third-Party Provider introduced or engaged by Sharibly for a period of twelve (12) months following the last date of service delivery by Sharibly, unless expressly permitted in writing by Sharibly. Violation of this provision constitutes a material breach and may result in liquidated damages.

34. Third-Party Providers & Confidentiality

34.1 Engagement of Third Parties

Sharibly – Web Design, Search & Social (“Sharibly”) reserves the right, at its sole discretion, to engage third-party service providers, subcontractors, freelancers, consultants, and technology vendors (“Third-Party Providers”) in the development, maintenance, marketing, support, and delivery of any and all services described in this Agreement. The Client acknowledges that engaging Third-Party Providers is standard business practice and may be necessary to deliver certain service functions efficiently and with specialized expertise.

34.2 Oversight and Responsibility

While Sharibly may delegate aspects of performance to Third-Party Providers, all such engagements shall remain under the supervision and operational management of Sharibly. The Client acknowledges that Sharibly remains solely responsible for ensuring that services rendered through Third-Party Providers conform to the standards, expectations, and requirements set forth in this Agreement. Engagement of such providers shall not absolve Sharibly of its contractual obligations.

34.3 Notification and Disclosure

Sharibly may, but is not obligated to, disclose the identities, roles, or involvement of any Third-Party Providers in connection with services delivered, unless one of the following applies:

• (a) Required by law, subpoena, or governmental regulation;

• (b) Mandated by a court of competent jurisdiction; or

• (c) Formally requested in writing by the Client and agreed to by Sharibly in writing, at Sharibly’s sole discretion.

Even when disclosure is provided, Sharibly is under no obligation to disclose proprietary details, pricing arrangements, trade secrets, internal processes, or any non-public operational data related to the use of Third-Party Providers.

34.4 Proprietary Classification of Provider Network

Sharibly’s relationships with Third-Party Providers, including but not limited to specific individuals, businesses, platforms, source code contributors, plugin vendors, ad networks, and SaaS toolsets, shall be considered part of its proprietary vendor network and business methodology. All such information shall be treated as confidential trade secrets. The Client agrees not to solicit, contact, contract with, or attempt to hire any such Third-Party Providers for the duration of this Agreement and for a period of twelve (12) months following its termination without Sharibly’s express written consent.

34.5 Non-Circumvention

The Client expressly agrees not to circumvent, bypass, or attempt to work directly with any Third-Party Provider known to be engaged by Sharibly without prior written consent. Violation of this provision shall be deemed a material breach of this Agreement and may result in:

• Immediate termination of all services without refund;

• Assessment of liquidated damages as outlined in Section 24;

• Possible legal action to recover business losses and enforce injunctive relief.

34.6 Confidentiality Obligations

To the extent that any information relating to Third-Party Providers is disclosed to the Client, whether directly or indirectly, intentionally or inadvertently, the Client agrees to treat all such information as strictly confidential. This includes, but is not limited to, names, contact details, platform credentials, proprietary tools, or custom code components. Unauthorized disclosure, dissemination, or exploitation of such information shall be considered a breach of Sharibly’s intellectual property rights and business confidentiality.

34.7 No Implied Warranties on External Services

Sharibly makes no express or implied warranties regarding the tools, plugins, platforms, or services of any Third-Party Provider. While Sharibly aims to partner only with reputable vendors, all third-party systems are subject to their own terms, service availability, update cycles, support practices, and privacy policies — which may change without notice. The Client agrees that Sharibly is not liable for outages, breaches, service interruptions, or changes caused by these third parties unless such issues result from Sharibly’s direct and willful misconduct.

34.8 Data Handling by Third Parties

Where applicable, Third-Party Providers engaged in handling or processing Client data shall be selected based on their adherence to reasonable industry-standard security practices and compliance with applicable data protection laws (including GDPR, CCPA, etc.). However, Sharibly cannot warrant the actions of external vendors and recommends that Clients conduct independent due diligence if such concerns are material to their business.

35. Payment Terms & Schedule

35.1 Payment Structure Overview

Sharibly – Web Design, Search & Social (“Sharibly”) employs a proprietary hybrid payment structure designed to eliminate traditional upfront cost barriers for small businesses while preserving the value of high-end digital infrastructure. This approach merges the cost of development, infrastructure configuration, and technical expertise into a bundled monthly rate, inclusive of support and maintenance.

The structure promotes long-term performance, stability, and ongoing optimization by embedding necessary upkeep, security monitoring, and strategic growth services into the payment model from the start. By default, the Client does not pay full development costs upfront, which is reflected in the required commitment period and ownership terms outlined below.

Note: The default monthly structure shall continue until the greater of:

• A total paid project value of $7,500 USD is reached, or

• A period of 36 consecutive months has passed,
  whichever is greater, unless a written buyout is requested and completed.

35.2 Payment Schedule & Commitment

Initial Payment:

• A first-month payment or deposit (as specified in the product description or Scope of Work) is due prior to project commencement.

• This activates the Agreement and initiates services.

Ongoing Payments:

• Clients agree to a recurring monthly payment billed on the same calendar date each month unless otherwise specified.

• The monthly fee includes:

  • Website usage and access

  • Routine technical maintenance

  • Hosting, backups, and license monitoring

  • Limited content updates as defined in the Scope of Work

  • Security audits and compatibility updates

Duration:

Unless a custom arrangement is documented, the recurring payment obligation continues until both:

1. All build and service costs have been satisfied per Section 5.1

2. A formal termination, buyout, or transfer agreement is executed

Clients who cancel prior to satisfying the payment threshold remain non-owners of the website and must discontinue usage unless a buyout is completed (see Section 5.7).

35.3 Accepted Forms of Payment

Sharibly accepts the following methods:

• Credit/Debit cards (Visa, Mastercard, AmEx)

• ACH Direct Deposit (U.S. only)

• Stripe (primary gateway)

• PayPal (secondary gateway)

• Manual bank wire (international clients; subject to handling fees)

Client Responsibility:

• Clients are required to maintain current payment credentials.

• Failure to update billing details may result in service suspension.

Sharibly reserves the right to update accepted gateways, require new payment credentials, or transition billing platforms with notice.

35.4 Non-Payment, Late Fees & Service Disruption

Timely payment is critical to ongoing service delivery.

Late Payment Thresholds:

• 5 days past due: Account enters temporary suspension. Deliverables and logins may be paused.

• 15 days past due: A $25 late fee or 5% of balance due (whichever is greater) will apply.

• 30+ days past due: Account may be terminated. Website access, hosting, emails, and backups may be revoked or deleted at Sharibly’s discretion.

Reinstatement Fees:

• A restoration fee of $150 USD may be assessed to reactivate services after termination.

• Future services may require prepayment or security deposit.

35.5 Refund Policy

All purchases are final and non-refundable.

Due to the nature of services rendered, which include custom design, access to intellectual property, proprietary infrastructure, and strategy deliverables, Sharibly maintains a strict no-refund policy.

Refunds will not be granted for:

• Time spent on planning, consulting, or labor

• Completed stages of design or development

• Intellectual property disclosed or made accessible

• Discontinuation of services initiated by the Client

In exceptional circumstances, Sharibly may issue credit for future use — such credit is non-refundable and must be applied within 12 months.

This clause survives contract termination.

35.6 Add-On & Third-Party Subscription Cancellation

Add-on services — including, but not limited to:

• SEO campaigns

• Social media scheduling

• Blog writing

• Email newsletter management

• Advertising campaign setup

…may be canceled with 30 days’ written notice. These cancellations do not void or reduce the primary website service payment obligation or monthly hosting, licensing, or CMS access fees.

Important:

• Add-on cancellation does not terminate this Agreement.

• Third-party software licenses or subscriptions are non-refundable.

• Early cancellation of any paid product does not trigger any ownership rights or eliminate the need for a buyout if payment thresholds are unmet.

35.7 Ownership Conditions & Buyout

Ownership of the full website, underlying codebase, designs, and hosting rights does not transfer to the Client until either:

• A minimum of $7,500 USD in cumulative payments has been made, or

• A 36-month term has been fulfilled,
  whichever is greater.

Prior to these thresholds:

• Sharibly retains all legal and administrative ownership

• The Client is granted a license to use the website through Sharibly’s platform

• Ownership may not be claimed or transferred without a completed buyout

Buyout Process:

A Client may request to buy out the website early by:

1. Requesting a formal buyout quote from Sharibly

2. Paying the remaining principal value

3. Paying a $99 USD export/database packaging fee

4. (Optional) Purchasing Admin Access Training ($350)

Upon completion of all above:

• Ownership rights will be transferred

• A zipped version of the website with database and installation instructions will be delivered

• Further technical support will require a separate retainer agreement

Sharibly does not release license keys for third-party paid tools unless permitted by the license agreement.

35.8 CMS & Admin Access Training

Full administrator access to the Content Management System (CMS) is restricted until:

• The Client completes a CMS training course

• A one-time training fee of $350 USD is paid (price may change without notice)

Training includes:

• WordPress CMS usage

• Safe editing protocols

• Plugin management

• Avoiding security breaches and performance issues

Rationale:
Granting untrained access to admin panels increases the risk of errors that can damage website integrity, SEO performance, and platform security. To safeguard both parties, Sharibly requires this process to be completed prior to granting admin privileges.

Clients who accept admin rights acknowledge full liability for any resulting issues.

36. Client Obligations & Representations

36.1 Accurate Information

The Client agrees to provide Sharibly – Web Design, Search & Social (“Sharibly”) with accurate, complete, and current information required for the fulfillment of services. This includes but is not limited to:

• Contact details, billing information, and authorized user credentials

• Branding materials (logos, style guides, etc.)

• Content, media, and third-party platform access required for timely execution of work

The Client affirms that they are legally authorized to share any and all such materials, and that these do not infringe on the intellectual property rights, privacy rights, or confidentiality obligations of any third party.

36.2 Timely Cooperation

The Client agrees to respond to Sharibly’s requests for feedback, approvals, and access credentials in a timely manner. Failure to do so may result in:

• Project delays

• Rescheduling of production timelines

• Additional administrative or reactivation fees

Sharibly shall not be held liable for missed deadlines or underperformance caused by a Client’s failure to provide timely input or required assets.

36.3 Legal Compliance

The Client is solely responsible for ensuring that the content, conduct, and usage of their website or marketing materials comply with all applicable local, state, federal, and international laws, including but not limited to:

• Consumer protection and advertising regulations

• Accessibility laws (e.g., ADA compliance)

• Data privacy laws (e.g., GDPR, CCPA)

• Industry-specific compliance (e.g., HIPAA, FINRA)

Sharibly does not provide legal advice and encourages Clients to seek legal counsel to ensure regulatory compliance.

36.4 Platform Conduct & Acceptable Use

Clients agree not to use services provided by Sharibly to host, promote, or distribute:

• Obscene, pornographic, or sexually explicit material

• Hate speech or discriminatory content

• Malware, spyware, or viruses

• Pirated software or stolen content

• Unlawful or fraudulent offers

Violation of this clause may result in immediate suspension or termination of service without refund.

36.5 Third-Party Platform Credentials

When access is required to third-party tools or platforms (e.g., Google Analytics, Facebook Ads, domain registrars), the Client shall furnish credentials or assign user permissions as needed. The Client acknowledges that failure to provide such access may impede performance or void service guarantees.

Sharibly will use reasonable care in handling these credentials but shall not be held liable for delays or misconfigurations caused by insufficient, expired, or incorrect credentials.

36.6 Representation of Ownership

The Client represents and warrants that all text, graphics, photos, designs, trademarks, or other content provided to Sharibly for use in connection with the services:

• Are owned by the Client, or

• The Client has permission to use them, and

• Such content does not violate the rights of any third party

The Client agrees to indemnify and hold Sharibly harmless from any and all claims, losses, or legal actions resulting from improper use of third-party content.

36.7 Data Accuracy & Backups

The Client agrees to review deliverables for accuracy, errors, and omissions before final approval. Sharibly may retain routine backups for internal purposes, but the Client is ultimately responsible for maintaining independent backups of their content and data.

Sharibly shall not be held liable for data loss caused by:

• Hosting provider outages

• Unauthorized third-party access

• Natural disasters or acts of force majeure

• Client-side edits or mismanagement

36.8 Client Use of Final Deliverables

Once deliverables have been approved and payment obligations met, the Client may use the final work products as permitted under the license granted in Section 5 (Payment Terms & Schedule). However, the Client may not:

• Resell, redistribute, or sublicense work product unless expressly permitted

• Modify the deliverables in a way that violates third-party platform rules or causes performance issues

• Misrepresent the origin or authorship of the materials

36.9 Cooperation During Disputes

In the event of a service-related dispute, the Client agrees to cooperate in good faith, including:

• Providing written documentation of grievances

• Allowing Sharibly a reasonable opportunity to address the concern

• Engaging in dispute resolution protocols as outlined in Section 21 (Governing Law & Jurisdiction)

Unilateral chargebacks, defamatory public reviews, or cease-and-desist threats issued without prior communication may be considered breaches of contract and grounds for immediate termination.

37. Subcontracting, Delegation & Third-Party Dependencies

37.1 Right to Subcontract

Sharibly – Web Design, Search & Social (“Sharibly”) reserves the right to subcontract, delegate, or outsource portions of services to qualified third parties (“Subcontractors”) to meet operational needs, project timelines, and technical specifications. This includes, but is not limited to:

• Graphic design and brand identity development

• Plugin and theme development for CMS platforms

• Web server and DNS management

• Technical SEO and analytics configuration

• Social media content production and scheduling

• Copywriting, blogging, and long-form content creation

Sharibly remains contractually responsible for the final deliverables and assumes overall quality control, security compliance, and adherence to the project scope, regardless of any subcontracted task.

37.2 Subcontractor Certification & Qualification

All subcontractors or vendors engaged by Sharibly must meet minimum qualifications, including:

• Proven proficiency in their designated field

• Industry-relevant certifications or demonstrated expertise

• History of ethical business conduct

• Commitment to service-level reliability

Sharibly performs due diligence prior to assigning subcontractors, and reserves the right to replace vendors who fail to meet performance expectations or compliance obligations.

37.3 Client Approval of Designated Vendors (Optional by Agreement)

If the Client requests or requires prior approval of specific third-party vendors:

• This must be stated explicitly in the Master Services Agreement, project proposal, or a written amendment

• Sharibly will provide a list of proposed third-party vendors for review

• The Client shall respond with written approval or rejection within five (5) business days of receipt

• Lack of timely response shall constitute deemed approval

Delays due to withheld or delayed vendor approval shall not constitute a breach by Sharibly and may impact project timelines or cost.

37.4 Vendor Code of Conduct

Sharibly maintains internal standards for subcontractors and vendors that include, but are not limited to:

• Adherence to deadlines and scope

• Professional, respectful communication

• Non-discrimination, harassment-free practices

• Confidentiality and data protection compliance

• No misuse or resale of intellectual property or client data

Vendors failing to meet these standards are subject to immediate removal from active contracts.

37.5 Non-Solicitation of Sharibly Personnel

The Client agrees not to solicit, employ, engage, or otherwise contract with any Subcontractor, vendor, or freelance party introduced by Sharibly, for a period of twelve (12) months following project completion, unless:

• Written permission is obtained from Sharibly

• A buyout or talent acquisition fee is paid (to be negotiated)

Violation of this clause may result in monetary penalties or legal remedy under applicable laws for contract interference.

37.6 Platform Dependency Disclaimer

The Client acknowledges that Sharibly’s services may rely on external platforms such as WordPress, Google, Meta, Zapier, Elementor, hosting providers, or analytics dashboards. The Client agrees that:

• Sharibly cannot guarantee continuous uptime, compatibility, or availability of third-party platforms

• Changes to pricing, APIs, policy enforcement, or service structure by third-party vendors may result in changes to the overall solution

• The Client is responsible for maintaining credentials, login security, and billing arrangements for services under their name

Sharibly is not liable for service disruptions, advertising suspensions, or third-party penalties outside of its direct control.

37.7 Client Responsibility for Platform Compliance

When platform access is granted to Sharibly (e.g., Google Ads, Meta Business Suite, Shopify admin, etc.), the Client agrees to:

• Maintain administrator rights and ensure no revocation of access without prior notice

• Ensure the platform’s terms of use are followed

• Address platform violations, previous account penalties, or rejected content independently unless contracted otherwise

Sharibly shall not be held liable for reputational or financial consequences related to the Client’s history, non-compliance, or banned advertising categories.

37.8 Force Majeure and Third-Party Disruption

As outlined in Section 10 (Force Majeure), Sharibly shall not be held liable for delays, unavailability, or non-performance resulting from:

• Subcontractor failure due to natural disasters, war, labor strikes, or political instability

• Platform downtime or outages caused by cyberattacks, DDoS incidents, or server failure

• API or tool deprecation, feature sunsetting, or withdrawal by major platform vendors

Sharibly will make good-faith efforts to implement alternate solutions, but may need to adjust scope, cost, or timeline in response to such disruptions.

38. Assignment & Transfer of Agreement

38.1 Restrictions on Assignment by Client

The Client may not assign, transfer, sublicense, delegate, or otherwise convey any of its rights or obligations under this Agreement—whether in whole or in part—without the prior written consent of Sharibly. Any attempt to do so without such consent shall be null, void, and constitute a material breach of contract subject to immediate termination without refund or further obligation by Sharibly.

Assignments include, but are not limited to:

• Transfer of the contract to another entity (including successors, acquirers, or affiliates)

• Business mergers, acquisitions, or divestitures where this Agreement is a transferred asset

• Licensing or sharing of access credentials, intellectual property, or proprietary configurations with third parties

Sharibly reserves the right to withhold consent for any reason, including reputational risk, competitive conflicts, or technical concerns.

38.2 Permissible Assignment by Sharibly

Sharibly may assign or transfer this Agreement in whole or in part:

• In the event of a merger, acquisition, or corporate restructuring

• To any successor entity or affiliated service provider

• For purposes of outsourcing operational responsibilities under subcontracting clauses

Sharibly will make reasonable efforts to notify the Client of such transfer, and ensure continuity of service under substantially similar terms.

38.3 Successors & Permitted Assigns

Subject to the above restrictions, this Agreement shall be binding upon and inure to the benefit of the parties and their respective legal representatives, heirs, successors, and permitted assigns.

38.4 Automatic Termination for Improper Transfers

Any unauthorized assignment, sublicensing, or delegation by the Client:

• Immediately voids all service obligations of Sharibly

• Triggers administrative suspension of access credentials, hosting, and file access

• Constitutes breach, subjecting the Client to potential liquidated damages or legal remedy under this Agreement

Sharibly shall have no liability for damages, data loss, or business disruption resulting from improper or fraudulent transfers.

38.5 Notification & Confirmation

All assignment requests must be made in writing and submitted to Sharibly’s legal or contract management department with:

• The identity and contact information of the proposed transferee

• A statement of assumption of responsibilities by the transferee

• Any documentation relating to corporate transfer (e.g., asset sale agreements, merger contracts, or business closure forms)

Sharibly will respond within thirty (30) business days with a decision to approve, deny, or request clarification.

39. Assignment and Delegation

39.1 Restrictions on Assignment by Client

The Client may not assign, delegate, sublicense, or otherwise transfer any of their rights or obligations under this Agreement, whether voluntarily or by operation of law (including merger, acquisition, sale of assets, or change of control), without the prior written consent of Sharibly – Web Design, Search & Social (“Sharibly”). Any attempted assignment or delegation without such written consent shall be null, void, and constitute a material breach of this Agreement subject to immediate termination.

39.2 Conditions for Approval

Sharibly may, in its sole discretion, withhold or condition approval of assignment or delegation based on the following considerations:

• The financial or reputational standing of the proposed assignee

• Alignment of the proposed assignee with Sharibly’s brand, mission, or risk thresholds

• Any prior disputes or conflicts with the proposed assignee

• Satisfactory completion of Sharibly’s Assignment Approval Request Form

• Acceptance by the assignee of all applicable Terms, including outstanding obligations and liabilities

Approval shall not be deemed granted unless confirmed in writing by an authorized representative of Sharibly.

39.3 Assignment by Sharibly

Sharibly reserves the right to assign or delegate any of its rights or obligations under this Agreement without notice or consent, including in connection with a merger, acquisition, sale of assets, internal restructuring, or to an affiliated or successor entity.

39.4 Standalone Assignment Agreements

In cases where assignment is permitted, the parties may be required to enter into a standalone Assignment and Assumption Agreement. This document shall memorialize the legal transition of duties, rights, warranties, and ongoing responsibilities between the original Client and the new assignee. Failure to execute such agreement, if requested, may nullify the transfer.

39.5 Continuing Liability

Unless explicitly released by Sharibly in writing, the original Client shall remain liable for all contractual obligations accrued prior to the effective date of any approved assignment, including but not limited to payments due, damages incurred, and compliance with confidentiality provisions.

39.6 Successors and Assigns

Subject to the foregoing limitations, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, permitted assigns, and legal representatives.

40. Change of Control and Corporate Events

40.1 Definition of Change of Control

For the purposes of this Agreement, a “Change of Control” shall be deemed to occur if any of the following events take place with respect to either party:

• A merger, consolidation, or other business combination resulting in a new controlling entity;

• A sale or transfer of more than 50% of the voting shares or ownership interest;

• A transfer or sale of all or substantially all of the party’s assets;

• The acquisition of control of management or decision-making authority by a third party.

40.2 Notification Requirement

The affected party must provide written notice to the other party within fifteen (15) business days of any Change of Control event. Such notice must include:

• The nature and effective date of the Change of Control;

• Contact information of the acquiring or controlling party;

• An affirmation of continued compliance with all existing obligations under this Agreement.

Failure to provide timely notice may constitute a material breach of contract, subject to remedies outlined in Section 24 (Audit Rights, Remedies, Liquidated Damages & Indemnification).

40.3 Rights Upon Change of Control

Upon receipt of notice of a Change of Control:

• Sharibly reserves the right to terminate this Agreement for cause, at its sole discretion, within thirty (30) calendar days of notice, without liability for further performance or transition.

• The Client may request a reassessment of their Agreement, pricing, or service tiers, subject to Sharibly’s formal approval.

• Any previously granted licenses, access, or use rights may be reviewed and renegotiated as necessary to reflect the new party’s structure, risk profile, or use case.

40.4 Continuity of Terms

Unless otherwise terminated or amended in writing, this Agreement shall remain binding upon all successors, assigns, or merged entities following a Change of Control. No rights or benefits shall be deemed waived or nullified solely due to such a corporate event.

40.5 Confidentiality of Transaction

Each party agrees to maintain the confidentiality of all non-public information related to a Change of Control, including transaction details and strategic intent, unless disclosure is required by law, regulatory authority, or with express written permission of the other party.

41. Transition Assistance & Offboarding

41.1 Purpose and Scope

Sharibly is committed to ensuring a professionally managed transition in the event that services are terminated or transferred, whether due to project completion, client decision, or other circumstances permitted under this Agreement. This section outlines the obligations, limitations, and procedures for transition and offboarding support.

41.2 Transition Request Protocol

The Client must submit a formal written request for transition assistance at least thirty (30) calendar days prior to the desired offboarding date. Requests must include:

• A clear description of the data, assets, or access to be transferred;

• The intended recipient (internal team, third-party vendor, etc.);

• The required format, delivery timeline, and destination.

Sharibly reserves the right to deny or delay assistance for vague or incomplete requests until such time as all details are clarified in writing.

41.3 Scope of Transition Services

Transition assistance may include, but is not limited to:

• Delivery of final design assets, site archives, or database exports (if entitled per buyout terms);

• Removal of proprietary tracking, licensing, or configuration scripts;

• DNS updates and domain transfer coordination;

• Third-party credential handoff as applicable and authorized;

• Technical documentation and SOPs related to hosting, plugins, or CMS structure.

Any services beyond those expressly agreed upon in the original scope of work may be billed separately at Sharibly’s standard hourly rates.

41.4 Export Fees & Hosting Termination

Export of a website, including preparation of all associated database, media, configuration, and license structures, may incur a minimum export fee of $99.00 USD, subject to complexity and scope. The fee must be paid in full prior to delivery of export files.

Hosting and support services will be terminated upon completion of the transfer, unless otherwise extended by mutual agreement.

41.5 Data Handling & Retention

Unless otherwise required by law or requested in writing, Sharibly will:

• Retain core project files and related digital materials for a maximum of ninety (90) days post-termination;

• Securely destroy all proprietary client data beyond that window, including backups;

• Log all export transactions and offboarding communications for audit purposes.

41.6 Limitations of Liability

Sharibly shall not be liable for any delays, losses, misconfigurations, or operational issues caused by:

• Client’s failure to follow the offboarding protocol;

• Transfer to unqualified or incompatible third-party vendors;

• Post-transfer modifications made without Sharibly’s input or approval;

• Licensing conflicts not resolved in advance of transition.

41.7 No Transfer of Internal Systems

Offboarding does not include transfer or duplication of Sharibly’s internal systems, automations, software licenses, proprietary SEO techniques, analytics dashboards, or business logic. Only the assets explicitly designated as part of the client’s purchased scope will be included in transition assistance.

For any questions or concerns regarding these terms and conditions, please contact us at:

Sharibly – Web Design, Search & Social
(888) 697-4274
shariblywebdesign@gmail.com

Terms of Service – Sharibly Web Design, Search & Social
(Version 8.1 – Effective June, 1st 2025)