Please read these terms carefully before using our services.
Effective Date: 02/24/2021
Last Updated: 03/31/2025
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING OUR SERVICES. YOUR ACCESS TO AND USE OF THE SERVICES IS CONDITIONED UPON YOUR ACCEPTANCE OF AND COMPLIANCE WITH THESE TERMS. BY ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DISAGREE WITH ANY PART OF THE TERMS, THEN YOU MAY NOT ACCESS OR USE THE SERVICES.
These Terms and Conditions ("Terms") govern your access to and use of the website www.zyrova.com (and its subdomains) (the "Website") and the services, products, and software provided by Zyrova Technologies LLC ("Company," "we," "us," or "our"), including but not limited to web design, web development, search engine optimization (SEO), digital marketing, website maintenance, hosting, and related consulting services (collectively, the "Services").
These Terms constitute a legally binding agreement between the Company and the individual, business, or entity accessing or using the Services ("Client," "you," or "your").
Websites developed by the Company are provided strictly as a Software as a Service (SaaS). The Client acknowledges that the website is hosted on proprietary environment or third-party infrastructure managed and maintained by the Company. This Agreement is a service agreement for the use of the platform and not a sale of software or source code.
While the Company utilizes third-party platforms (such as WordPress), the specific assembly, custom configurations, CSS styling, and proprietary design layouts created by the Company remain the exclusive intellectual property of Zyrova Technologies LLC. Rights to use the assembled website are granted only as a service for the duration of the Agreement.
Because the Website is provided as a managed service, the Client has no right to demand a migration, source code export, or database backup for the purpose of moving the service to a third-party provider.
The Client acknowledges that the Website's functionality is dependent on the Company’s managed subscriptions and configurations. Upon termination of services—whether due to non-payment or expiration of the term—the Company is under no obligation to provide a "transferable" version of the website or to assist in moving the site to a non-managed environment.
The Client agrees to:
For project-based work (e.g., website development), the typical payment structure is:
Specific milestones and payment percentages may vary and will be detailed in the applicable SOW. Failure to make milestone payments on time may result in project suspension until payment is received.
Refunds will not be issued for:
If the Company is unable to complete the agreed-upon Services outlined in an SOW due solely to reasons within its reasonable control (excluding Client delays, non-cooperation, or Force Majeure events), the Company will:
The Company retains all right, title, and interest in and to its pre-existing materials, software, code, frameworks, tools, methodologies, documentation, and know-how used in providing the Services ("Company IP"). Nothing in this Agreement grants the Client any rights to the Company IP, except for the limited license explicitly granted below.
The Client retains all right, title, and interest in and to the Client Content. The Client grants the Company a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, display, and distribute the Client Content solely as necessary to provide the Services.
Subject to the Client’s strict compliance with payment terms, the Company grants the Client a revocable, non-exclusive license to display and use the website for its intended business purpose.
If the Client fails to make any payment when due, or if the Service is cancelled, this usage license is automatically revoked. Upon revocation, all rights to the configuration and display of the website revert immediately to Zyrova Technologies LLC. The Company reserves the right to suspend the service and decommission the site without providing a copy of the site files to the Client.
The Client may not resell, sublicense, or redistribute the Deliverables or any Company IP without the express prior written consent of the Company. Unauthorized use, copying, or distribution of Company IP or Deliverables may result in termination of Services and legal action.
The Client agrees that the Company may showcase the project Deliverables (e.g., website screenshots, case studies) in its portfolio, marketing materials, and on its Website, unless otherwise agreed in writing. The Company will respect any reasonable requests regarding confidentiality of specific sensitive information.
The Company warrants that it will perform the Services in a professional and workmanlike manner, consistent with industry standards.
The Client warrants that they own or have the necessary rights to use all Client Content provided to the Company and that such use by the Company will not infringe upon any third-party rights.
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, THE SERVICES, WEBSITE, AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE." THE COMPANY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
THE COMPANY DOES NOT WARRANT OR GUARANTEE ANY SPECIFIC RESULTS FROM THE USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO SPECIFIC SEO RANKINGS, WEBSITE TRAFFIC LEVELS, LEAD GENERATION, CONVERSION RATES, OR REVENUE INCREASES. SEO AND DIGITAL MARKETING RESULTS ARE SUBJECT TO FACTORS BEYOND THE COMPANY'S CONTROL, SUCH AS SEARCH ENGINE ALGORITHM CHANGES, COMPETITOR ACTIVITIES, AND MARKET CONDITIONS.
THE COMPANY IS NOT RESPONSIBLE FOR THE PERFORMANCE, AVAILABILITY, OR SECURITY OF ANY THIRD-PARTY SERVICES, SOFTWARE, PLATFORMS (E.G., HOSTING PROVIDERS, SOCIAL MEDIA PLATFORMS, AD NETWORKS, PAYMENT GATEWAYS), OR APIS USED IN CONNECTION WITH THE SERVICES, UNLESS SUCH SERVICE IS DIRECTLY PROVIDED AND MANAGED BY THE COMPANY UNDER A SPECIFIC AGREEMENT (E.G., COMPANY-MANAGED HOSTING).
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ZYROVA TECHNOLOGIES LLC OR ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF, OR INABILITY TO USE, THE SERVICES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF ZYROVA TECHNOLOGIES LLC AND ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY THE CLIENT TO THE COMPANY FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
THE PARTIES ACKNOWLEDGE THAT THE DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN THE PARTIES AND ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE COMPANY AND THE CLIENT.
The Client agrees to indemnify, defend, and hold harmless Zyrova Technologies LLC, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, demands, liabilities, damages, losses, costs, and expenses (including reasonable attorney's fees) arising out of or related to:
This Agreement commences on the date the Client first accesses or uses the Services and continues until terminated as set forth herein. For subscription services, the term renews automatically as described in Section 6.2 unless cancelled. For project-based services, the term continues until project completion and final payment, though certain obligations (like confidentiality, IP licenses, limitation of liability, indemnification, dispute resolution) survive termination.
The Client may terminate this Agreement by cancelling all active subscriptions and ceasing use of the Services. Termination does not relieve the Client of the obligation to pay any outstanding fees.
The Company may terminate this Agreement or suspend Services immediately, without prior notice or liability, for cause, including but not limited to:
The Company may also terminate this Agreement for convenience upon thirty (30) days' written notice (e.g., discontinuation of a service).
Upon termination: (a) all rights and licenses granted to the Client hereunder shall immediately cease (except any perpetual licenses granted upon full payment); (b) the Client shall immediately pay any outstanding fees owed to the Company; (c) each party shall return or destroy the other party's Confidential Information upon request; (d) Upon termination, the Company is not responsible for archiving or providing any copy of the Website's structural files, database, or custom configurations to the Client or any third party.
Sections 1, 5, 6, 7 (regarding payments due), 8, 9, 11, 12, 13, 14.4, 14.5, 15, 16, and 17 shall survive any termination or expiration of this Agreement.
This Agreement and any disputes arising out of or related to it shall be governed by and construed in accordance with the laws of the State of Georgia, USA, without regard to its conflict of law principles.
The parties agree to first attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement informally through good faith negotiation for a period of at least thirty (30) days before initiating any formal proceeding.
If negotiation fails, the parties agree to attempt to resolve the dispute through mediation administered by a mutually agreed-upon mediator in Fulton County, Georgia, before resorting to arbitration or litigation. Mediation costs shall be shared equally between the parties.
If mediation fails, the parties irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in Fulton County, Georgia, for the resolution of any disputes arising out of or relating to this Agreement.
TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION AGAINST THE OTHER PARTY. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS AGREEMENT MUST BE LITIGATED OR ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS.
This Agreement (including these Terms, the Privacy Policy, and any applicable Service Agreement, Proposal, or SOW) constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, representations, and warranties, whether written or oral.
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least thirty (30) days' notice prior to any new terms taking effect (e.g., via email or a prominent notice on our Website). What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Services after any revisions become effective, you agree to be bound by the revised terms.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or if modification is not possible, severed from this Agreement, and the remaining provisions shall continue in full force and effect.
No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.
The Client may not assign or transfer this Agreement or any rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the Company. The Company may assign this Agreement, in whole or in part, without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
Neither party shall be liable for any failure or delay in performance under this Agreement (except for payment obligations) due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials ("Force Majeure Event").
All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and addressed to the parties at the addresses set forth in the relevant SOW or account information (or to such other address that may be designated by the receiving party from time to time in accordance with this section). Notices sent by email will be deemed received upon confirmation of transmission. Notices sent by certified mail, return receipt requested, will be deemed received on the date of delivery shown on the receipt.
The relationship between the Company and the Client is that of independent contractors. Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency, or employment relationship between the parties.
For questions regarding these Terms, you may contact us at:
Zyrova Technologies LLC
📧 Email: hello@zyrova.com / support@zyrova.com
📞 Phone: (678) 322-7554
🌐 Website: www.zyrova.com
Contact us today to discuss how we can help your business grow with our web design and digital marketing solutions.
Get in Touch