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Service Level Agreement

VETSWEB SERVICE AGREEMENT

1. SERVICE LEVEL AGREEMENT (SLA)

1.1 General Overview

The purpose of this document is to establish a mutual understanding between the Client and the Vetsweb Support Team regarding the web support services available. These practices are intended to yield a high-quality, reliable web experience for eligible customers while protecting Vetsweb’s business interests.

1.2 service description
This Service Level Agreement (SLA) specifically describes the web support services provided by Vetsweb.
  • 1.2.1 Scope
    This Service Level Agreement (SLA) specifically describes the web support services provided by Vetsweb.
  • 1.2.2 Services Include:
    • Initial consultation (meeting/teleconference to determine client requirements)
    • Design and construction of draft mockups and implementation of feedback
    • Deployment and maintenance of site and content
    • CMS/content migration and training
1.3 roles & responsibilities
  • 1.3.1 Vetsweb Support Responsibilities: Vetsweb Support will:
    • Provide the infrastructure, technology, personnel, and monitoring tools necessary to deliver services.
    • Follow the response times outlined in Section 1.5.2 – Response Times.
    • Develop and upload content for Vetsweb-supported sites, or assist with posting client-provided content as agreed.
  • 1.3.2 Customer Responsibilities: The Client will:
    • Use the standard contact methods outlined in Section 1.4 to request services.
    • Review all drafts, communications, and proposed changes in a timely manner.
    • Regularly review and request updates for any content under their responsibility.
  • 1.3.3 Support Limitations:
    Vetsweb provides support for the usage and placement of text and graphics for Vetsweb-developed websites. Hosting and server-related issues may be escalated to Vetsweb’s hosting provider on behalf of the Client.
1.4 requesting service
1.5 Hours, response times & escalation
This Service Level Agreement (SLA) specifically describes the web support services provided by Vetsweb.
  • 1.5.1 Hours of Operation
    Support is available Monday through Friday, 9:00 a.m. to 4:00 p.m. Central Standard Time, excluding federal holidays.
  • 1.5.2 Response Times
Category Description Response Time
Urgent / Time Sensitive Issue Code issue, service outage, website down. Example: the site goes offline due to an unknown cause. Within 4 business hours
General Support Questions Basic content changes. Example: posting an updated PDF or changing text/images. Within 1 business day
Added functionality requests Adding new site functionality. Example: creating a new form, plugin integration, or booking tool. Within 7 business days (A meeting may be scheduled depending on complexity.)
Web Project Consultancy Project-related discussions. Example: determining the tools needed to achieve a new website goal. Meeting scheduled within 3 business days
Note: Response times listed above refer to initial acknowledgment and commencement of work on the request. Actual completion time may vary depending on the complexity of the request, the availability of required information or approvals from the Client, and the scope of work involved.
  • 1.5.3 Escalation
    If service expectations are not met, contact your Account Manager. All formal disputes related to service quality, billing, or contract interpretation must be submitted in writing within 10 business days of the issue’s occurrence and will be handled according to Section 2.3.1 – Dispute Resolution.
1.6 maintenance and service charges
  • 1.6.1 Web Content Maintenance
    Requests for content updates that exceed the client’s capabilities will be billed at the applicable hourly rate listed in Section 1.7 – Hourly Rate Schedule.
1.7 hourly rate schedule
Service Maintenance Plan Customer Non-Maintenance Plan Customer
Web Development $95/hour $125/hour
Content Updates (Text, Images, Products) $95/hour $125/hour
SEO Services $95/hour $125/hour
Graphic Design $85/hour $115/hour
Content Writing $85/hour $115/hour
Google Ads Management $95/hour $125/hour
Note: Hourly billing includes all time spent performing the service, including but not limited to communication, research, planning, design, coding, testing, troubleshooting, revisions, meetings, and documentation. Time is billed in 30-minute increments unless otherwise stated in writing.

2. TERMS OF SERVICE AGREEMENT

The terms of service apply to all services provided by Vetsweb. In the event of a breach of these terms, Vetsweb reserves the right to terminate any and all agreements with the Client without notice or refund.

2.1 finance & billing
  • 2.1.1 Payment Terms
    All clients are required to keep a valid credit or debit card on file with Vetsweb. By signing this Agreement, the Client provides express and ongoing authorization for Vetsweb to charge the card on file for all fees, services, and charges agreed upon under this Agreement, including monthly renewals, project milestone payments, and approved change orders. This authorization will remain in effect until the Client provides written notice of cancellation in accordance with Section 2.2. This Agreement shall serve as the Client’s written consent for such charges.

    Check payments are not accepted.

    If a payment fails, the Client has 10 business days to provide updated payment information. After 10 business days without resolution, Vetsweb may suspend or terminate services.
  • 2.1.2 Contract Terms
    • Web Development Contracts – 50% due at project start, 25% due upon design approval, and 25% due at launch.
    • Month-to-Month Contracts (e.g., Maintenance Plans) – Auto-billed monthly to the card on file. Clients authorize recurring charges until cancellation is submitted in writing at least 15 days before the next billing date.
    • Change Orders – Any client-requested change outside the original project scope will be treated as a change order. Change orders are billed hourly at the applicable rate listed in Section 1.7 – Hourly Rate Schedule. Time estimates are provided for approval but are not binding. If additional time is needed beyond the estimate, the Client will be notified before continuing. All approved change orders are billed at project launch, and acceptance of the change order authorizes Vetsweb to charge the card on file at that time.
  • 2.1.3 Payment Processing
    All payments must be made through Vetsweb’s designated payment processor.
  • 2.1.4 Invoicing & Payment Failures
    Payments are due upon receipt. Declined or returned payments incur a 5% late fee plus any bank or processor fees. Clients have 10 business days to resolve failed payments before services are suspended.
2.2 cancellation and refunds
  • 2.2.1 Cancellation Policy
    All cancellations must be submitted in writing via email to support@vetsweb.us. Verbal cancellations or messages sent via other platforms (e.g., SMS, social media) will not be considered valid.
  • 2.2.2 Refunds and Prorations
    Vetsweb does not offer refunds or prorations for any services, including but not limited to monthly maintenance plans, project deposits, or partially completed deliverables.
  • 2.2.3 Maintenance Plan Hours
    For clients on maintenance plans that include a set number of support hours per month, any unused hours will roll over to the following month as long as the account remains active and in good standing. Unused hours are forfeited upon cancellation of the account and have no cash value.
2.3 termination
Vetsweb reserves the right to suspend or terminate a Client’s account, including disabling access to hosting services, removing a website from public view, and revoking access to deliverables, at any time, with or without notice, for any of the following reasons:
  • Nonpayment beyond 10 business days.
  • Chargebacks or disputes without prior good‑faith resolution attempts.
  • Abuse or harassment of Vetsweb staff.
  • Repeated failure to provide timely approvals, feedback, or materials needed for progress.
  • Violation of this Agreement or the Acceptable Use Policy.
Clients with active hosting services will be given 30 calendar days to transfer their website and data to another provider. After this period, hosting accounts and files may be permanently deleted. Limitation of Liability Upon Termination or Downtime Vetsweb shall not be held liable for any:
  • Lost revenue, lost customers, loss of business opportunities, or other consequential damages resulting from service suspension or termination due to cancellation, nonpayment, or breach of this Agreement.
  • Lost revenue, lost customers, loss of business opportunities, or other consequential damages resulting from website downtime, server issues, hosting interruptions, or other technical problems, whether caused by third‑party providers, acts of God, cyberattacks, or circumstances outside of Vetsweb’s reasonable control.
The Client acknowledges and agrees that the services provided by Vetsweb are subject to occasional downtime, maintenance, and interruptions, and that Vetsweb makes no guarantees regarding uninterrupted service or protection from loss of revenue or customers.
2.3.1 dispute resolution
In the event of any dispute arising under this Agreement, the parties agree to first attempt to resolve the matter in good faith through written communication and negotiation. If the dispute cannot be resolved within 15 business days of written notice by either party, the parties agree to participate in mediation prior to initiating arbitration or legal proceedings. Nothing in this section shall prevent either party from seeking immediate injunctive relief in a court of competent jurisdiction when necessary to prevent irreparable harm.
2.4 contact information

Clients must maintain up-to-date contact information, including at least one email address not hosted by Vetsweb. Vetsweb is not responsible for any issues caused by outdated or inaccessible contact details.

2.5 lawfulness
Clients may not use Vetsweb’s servers or services for any activity that violates applicable laws, including but not limited to U.S. federal, Texas state, or local laws. The Client also agrees to comply with Vetsweb’s Acceptable Use Policy (AUP), which may be updated from time to time and is available at: https://www.vetsweb.us/acceptable-use-policy/. Vetsweb reserves the right to suspend or terminate services if the Client’s use of services violates the AUP or poses a security, performance, or legal risk to Vetsweb or its other clients.
2.6 Data backup responsibility
Unless the Client is enrolled in a Vetsweb maintenance plan that expressly includes backup services, the Client is solely responsible for maintaining their own backups of all website files, databases, and content. Vetsweb shall not be liable for any loss of data, content, or functionality resulting from server failures, hacking, accidental deletion, or any other cause outside of Vetsweb’s direct control. Backup copies provided as part of a maintenance plan are retained only for the duration specified in that plan. The Client is solely responsible for verifying that any backups have been completed and are functional.
2.7 Warranties and limited liability
Vetsweb’s services are provided “as is,” and use of these services is at the Client’s sole risk. Vetsweb disclaims all warranties, whether expressed or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose. In no event will Vetsweb be liable for any direct, indirect, incidental, special, exemplary, or consequential damages arising from the use of its services, including but not limited to lost revenue, lost customers, loss of business opportunities, or other economic losses, even if Vetsweb has been advised of the possibility of such damages. This limitation of liability includes, without limitation, damages resulting from:
  • Website downtime, server issues, hosting interruptions, or other technical problems.
  • Service suspension or termination due to cancellation, nonpayment, or breach of this Agreement.
  • Issues caused by third-party providers, acts of God, cyberattacks, or circumstances beyond Vetsweb’s reasonable control.
2.8 Client indemnification
The customer agrees that it shall defend, indemnify, save, and hold harmless Vetsweb, its agents, customers, officers, and employees from any and all demands, liabilities, losses, costs, and claims (including reasonable attorney’s fees) that may arise or result from:
  • Services Provided – Any service provided, performed, or agreed to be performed by the customer.
  • Products Sold or Distributed – Any product sold or otherwise distributed by the customer.
  • Intellectual Property Violations – Any material supplied by the customer in violation or alleged violation of any third-party intellectual property rights, including but not limited to copyright infringement, trademark violation, and trade secret violation.
  • Inaccurate or Unlawful Content – Any inaccuracy in information provided by the customer, including but not limited to libel and false advertising.
  • Unlawful or Prohibited Use – Any customer’s use of Vetsweb’s services in an unlawful manner or in violation of Vetsweb’s Terms of Service or Acceptable Use Policies.

Vetsweb is not responsible for any use the Client makes of its services. The Client agrees to indemnify Vetsweb against any consequences or claims arising from the Client’s use or misuse of Vetsweb’s services.

Vetsweb shall take reasonable measures to maintain its services, but the Client will not be eligible for any compensation because of any loss or unavailability of any service provided. Vetsweb reserves the right to change any service at any time.

Vetsweb shall not be held responsible for any loss, however caused, resulting from any suspension or unavailability of any service. The Client is responsible for any material stored on Vetsweb’s servers, and Vetsweb shall not be held responsible for any loss, however caused, of this material.

The Client shall keep all passwords secret and shall not disclose them to any third party. The Client shall notify Vetsweb immediately and change any password believed to have been compromised.

The email facilities provided by Vetsweb are intended to allow the Client to maintain a professional presence for its domain(s) and are not to be used to provide a general-purpose email service (e.g., Gmail, Outlook.com, Yahoo Mail) or for the sending of bulk email of more than 500 messages a day on average through Vetsweb’s SMTP servers without prior arrangement. Accounts flagged for sending spam will result in notification to cease such activity, and if it persists, Vetsweb will remove email accounts and disable email privileges on the server. We are not responsible for any use you make of our services. In addition, you agree to indemnify us against any of the effects of your use or misuse of our services, or claims resulting from that use or misuse.

  • 2.8.1 Miscellaneous

    Vetsweb reserves the right to revise its policies at any time. If any part of this Agreement or related policies is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

3. WEB AND GRAPHIC DESIGN SERVICES AGREEMENT

This Agreement for web and graphic design services is between Vetsweb (“Designer”) and the Client for the performance of the services described in the Website Support and Graphic Design proposal.

3.1 Definitions

(As used throughout this Agreement)

  • Agreement – The entire content of this document, the proposal, schedules, and any supplements or attachments.
  • Client Content – All materials, information, photography, and other creative content provided by the Client for use in the deliverables.
  • Final Deliverables – The completed work product to be provided to the Client after final payment is received in full.
  • Preliminary Works – All concepts, sketches, and drafts created during the design process, which remain the exclusive property of Vetsweb unless otherwise agreed in writing.
  • Designer Tools – All tools, software, and frameworks developed or used by Vetsweb in performing services.
  • Third-Party Materials – Any materials owned by a third party that are incorporated into the deliverables.
  • Trademarks – Trade names, words, symbols, designs, or logos used to designate the origin of goods or services.
3.2 Proposal
The terms of the proposal shall be effective for 30 days after presentation to the Client. If the Agreement is not executed by the Client within that time, the proposal, together with any related terms, conditions, and deliverables, may be subject to amendment, change, or substitution.
3.3 Fees, payments, and change orders
  • Payment Schedule – Unless otherwise agreed, payment is 50% at project start, 25% at design approval, and 25% at launch. The launch phase will not proceed until final payment is received in full.
  • Change Orders – Any client-requested changes outside the original agreed scope will be treated as a change order. Change orders are billed hourly at the applicable rate listed in Section 1.7 – Hourly Rate Schedule. Time estimates will be provided for approval, but are non-binding. If additional time is required beyond the original estimate, Vetsweb will notify the Client before continuing. All approved change orders will be billed at launch, and approval authorizes Vetsweb to charge the card on file for the agreed amount. All client‑requested changes outside the agreed scope will be processed as a Change Order under Section 2.1.2 Contract Terms and billed at the applicable hourly rate listed in Section 1.7 Hourly Rate Schedule in 30‑minute increments.
  • Scope Creep – Any work outside the scope of the signed proposal requires a written change order. No out-of-scope work will be completed without written client approval.
  • Launch Conditional on Payment – Vetsweb will not launch, publish, or make the project live until all outstanding invoices — including final project balance and any approved change orders — are paid in full. Delays in payment will result in a corresponding delay in launch, and Vetsweb shall not be held responsible for missed deadlines caused by late payment.
3.4 Client responsibilities

The Client must provide all required content, feedback, and approvals promptly. Failure to provide feedback, approvals, or required content within 5 business days of request may result in project delays and additional charges. Vetsweb is not liable for delays caused by the Client’s failure to respond or provide materials.

Unauthorized Changes

The Client shall not make any changes to the development or staging website environment without prior written consent from Vetsweb. Any unauthorized changes made by the Client or a third party engaged by the Client prior to the official launch may result in project delays and additional costs to repair, restore, or reconfigure the affected work. Vetsweb shall not be held responsible for meeting original delivery dates if such unauthorized changes occur, and reserves the right to bill at the applicable hourly rate listed in Section 1.7 to address the resulting issues.

3.5 SEO, content creation, and approval process

The Client must provide all required content, feedback, and approvals promptly. Failure to provide feedback, approvals, or required content within 5 business days of request may result in project delays and additional charges. Vetsweb is not liable for delays caused by the Client’s failure to respond or provide materials.

Unauthorized Changes

The Client shall not make any changes to the development or staging website environment without prior written consent from Vetsweb. Any unauthorized changes made by the Client or a third party engaged by the Client prior to the official launch may result in project delays and additional costs to repair, restore, or reconfigure the affected work. Vetsweb shall not be held responsible for meeting original delivery dates if such unauthorized changes occur, and reserves the right to bill at the applicable hourly rate listed in Section 1.7 to address the resulting issues.

  • 3.5.1 Scope of SEO Services Vetsweb’s SEO services may include keyword research, on‑page optimization, metadata creation, technical SEO recommendations, content optimization, link building, local SEO enhancements, and ongoing performance monitoring, as outlined in the agreed proposal or service plan. All SEO activities will be performed using ethical, “white hat” SEO techniques consistent with industry best practices.
  • 3.5.2 SEO Expectations and Limitations
    • Vetsweb does not guarantee specific search engine rankings, traffic levels, or conversion rates.
    • Search engine algorithms and competitor activities can change at any time, which may affect rankings and performance.
    • SEO results are cumulative and may take several months to materialize depending on competition, keyword selection, budget, and website history.
    • Client cooperation, including timely content approvals and implementation of recommended changes, is critical to achieving the best possible results. Delays or additional work outside the approved scope may be processed as a Change Order under Section 2.1.2 Contract Terms.
  • 3.5.3 Content Writing ServicesContent writing services may include website copy, service pages, blog articles, press releases, product descriptions, and other written materials as agreed. Content will be based on information provided by the Client and/or research performed by Vetsweb.
  • 3.5.4 Drafts and Revisions
    • Vetsweb will provide drafts for Client review prior to publication.
    • Unless otherwise stated in the proposal, each piece of content includes up to one (1) round of revisions to refine tone, style, or factual accuracy.
    • Additional revisions beyond the included round will be billed at the applicable hourly rate listed in Section 1.7 – Hourly Rate Schedule and processed as a Change Order under Section 2.1.2 Contract Terms.
    • Revisions must be requested within five (5) business days of receiving a draft. If no response is received within this period, the draft will be considered approved for publishing.
  • 3.5.5 Client Responsibilities

    The Client agrees to:

    • Provide timely feedback, approvals, and any necessary materials or source information.
    • Verify factual accuracy of all content prior to final approval.
    • Ensure all claims, statistics, and data provided to Vetsweb are accurate and do not infringe on third‑party rights.
    • Approve or reject content in writing before publication.

    Once content is approved, Vetsweb will not be responsible for any errors, omissions, or consequences arising from published content./p>

  • 3.5.6 Approval Process
    • Vetsweb submits draft content for Client review.
    • The Client provides consolidated feedback within the agreed review period.
    • Vetsweb revises content (if required) within the agreed revision allowance.
    • Final content is approved in writing by the Client before publishing.

    Once approved, Vetsweb will not be responsible for errors, omissions, or consequences arising from published content.

  • 3.5.7 Ownership and Usage Rights

    Upon full payment, all final, approved content becomes the property of the Client. Vetsweb retains the right to display excerpts of written work in its portfolio, case studies, or marketing materials unless otherwise agreed in writing.

3.6 Google Ads services
  • 3.6.1 Scope of Google Ads Services Vetsweb’s Google Ads services may include campaign setup, keyword research, ad copy creation, bid management, budget monitoring, audience targeting, remarketing, and performance reporting, as outlined in the agreed proposal or service plan.
  • 3.6.2 Client Responsibilities The Client agrees to:
    • Create and maintain a Google Ads account in the Client’s name and under the Client’s billing profile.
    • Provide Vetsweb with administrative access to the Google Ads account and any related analytics or tracking tools.
    • Review and approve ad copy, creative assets, landing pages, campaign structures, and budget allocations in a timely manner.
    • Ensure that their business, products, and services comply with all applicable laws, advertising policies, and industry regulations.
    • Provide accurate and up‑to‑date information for use in advertisements.
  • 3.6.3 Campaign Approval Process
    • Initial Campaign Approval – Vetsweb will present proposed campaign structures, targeting, budgets, and ad creatives for Client review before launch.
    • Approval in Writing – Campaigns will only be launched after receiving written approval from the Client via email or other agreed method.
    • Ongoing Adjustments – Budget increases, targeting changes, or new campaigns will require written Client approval before implementation.
    • Authority to Optimize – Once approved, Vetsweb has discretion to make bid adjustments, pause underperforming ads, and optimize within the agreed campaign scope to improve results.

    Any new campaigns, budget changes, or significant targeting modifications requested by the Client outside of the agreed scope will be processed as a Change Order under Section 2.1.2 Contract Terms.

  • 3.6.4 Budgets and Billing

    The Client is solely responsible for all ad spend billed by Google directly to their account. Vetsweb has no financial responsibility for ad spend charges incurred by the Client. Vetsweb’s management fees are billed separately according to Section 1.7 – Hourly Rate Schedule or the agreed flat‑rate plan. Ad spend budgets must be confirmed in writing before launch and may not be exceeded without prior written consent from the Client. Any budget changes mid‑campaign require written confirmation at least two (2) business days before implementation.

  • 3.6.5 Expectations and Limitations
    • Vetsweb does not guarantee a specific number of clicks, leads, conversions, or sales.
    • Campaign performance may be affected by factors outside Vetsweb’s control, including changes to Google’s advertising policies, competitor activity, market conditions, and seasonal trends.
    • Results may vary and typically require at least 60–90 days of active optimization to reach peak performance.
  • 3.6.6 Ad Content and Revision Limits
    • Vetsweb will draft ad copy and submit it to the Client for review prior to launch.
    • Unless otherwise stated, each ad creative includes one (1) round of revisions. Additional revisions are billable at the applicable hourly rate in Section 1.7 and processed as a Change Order under Section 2.1.2 Contract Terms in 30‑minute increments.
    • Approval of ad creative constitutes authorization for Vetsweb to launch the campaign and incur ad spend on the Client’s behalf, within the approved budget.
  • 3.6.7 Tracking and Reporting
    • Vetsweb will provide the Client with monthly performance reports summarizing campaign performance, key metrics, and optimization actions taken.
    • Monthly meetings with the Client are not included in standard Google Ads management services. Any review meetings, strategy calls, or consultation sessions with the Client must be scheduled separately and will be billed at the applicable hourly rate listed in Section 1.7 – Hourly Rate Schedule unless otherwise agreed in writing.
    • As part of ongoing optimization, Vetsweb will meet internally or with a Google Ads specialist on a quarterly basis or as needed to maintain and improve campaign performance.
    • Tracking will be implemented using Google Analytics, Google Ads conversion tracking, and/or other approved methods.
    • The Client is responsible for notifying Vetsweb immediately if there are issues with tracking code installation or data accuracy.
  • 3.6.8 Ownership and Access
    • The Client is required to create and maintain their own Google Ads account in their name and under their billing profile.
    • The Client must grant Vetsweb administrative access to the account for the purpose of managing campaigns.
    • Vetsweb will not create Google Ads accounts on behalf of Clients and will not retain ownership of any Client Google Ads account.
    • All billing for ad spend will be handled directly between Google and the Client through the Client’s account.
    • Upon termination of services, Vetsweb’s access to the Client’s Google Ads account will be removed, and Vetsweb will not be responsible for maintaining any campaigns, data, or tracking beyond the termination date.
3.7 Timelines
Project timelines begin only after the deposit is received and all required materials are submitted by the Client. Delays by the Client in providing materials or approvals will extend the delivery date accordingly and may incur additional costs.
3.8 Post-launch support and bug fixes

Vetsweb provides 30 calendar days of complimentary bug fixes after the official project launch date.

Definition of a Bug

A “bug” is an error, malfunction, or unintended behavior in a website’s code or functionality that prevents it from operating as intended. Bug fixes are updates made to correct these issues, which may range from minor visual glitches to significant functionality problems, in order to improve the website’s stability, performance, and user experience.

Limitations

  • Bug fixes do not include new features, design changes, or functionality outside the approved project scope.
  • Issues reported after the 30‑day bug fix period are billable at the applicable hourly rate listed in Section 1.7 – Hourly Rate Schedule.
  • Bugs caused by client modifications, third‑party providers, plugin/theme updates, hosting changes, or any other alterations made outside of Vetsweb’s direct control are not covered under the complimentary 30‑day bug fix policy and will be billable.
3.9 Portfolio rights
Vetsweb retains the right to display and link to the completed project in its portfolio, case studies, and marketing materials unless otherwise agreed in writing.
3.10 Termination
Termination of web and design projects is governed by Section 2.3 – Termination of this Agreement.
3.11 Confidential information

Each party acknowledges that, in connection with this Agreement, it may receive certain confidential or proprietary technical and business information and materials of the other party (“Confidential Information”).

Each party, its agents, and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under this Agreement.

Confidential Information shall not include any information that:

  • is in the public domain or becomes publicly known through no fault of the receiving party;
  • is otherwise properly received from a third party without an obligation of confidentiality.
3.12 Relationship of the parties

Vetsweb is an independent contractor, not an employee of the Client or any company affiliated with the Client. This Agreement does not create a partnership or joint venture, and neither party is authorized to act as an agent or bind the other party except as expressly stated in this Agreement. Vetsweb may engage third-party contractors (“Design Agents”) in connection with the services, and will remain fully responsible for their compliance with this Agreement.

3.13 Warranties & representations

By Client

The Client represents and warrants that all materials, content, images, graphics, text, audio, video, software, and any other creative or functional elements provided to Vetsweb for inclusion in the Deliverables are owned by the Client or are properly licensed for such use. The Client shall provide proof of ownership or licensing upon request. The Client further agrees to indemnify and hold harmless Vetsweb from any and all claims, damages, or expenses (including reasonable attorney’s fees) arising from content provided by the Client that infringes upon the intellectual property rights of any third party.

By Vetsweb

Vetsweb represents and warrants that:

  • It will provide the services in a professional and workmanlike manner, in accordance with reasonable industry standards.
  • Except for any third-party materials and Client Content, the Final Deliverables shall be the original work of Vetsweb and/or its contractors, and Vetsweb will secure all necessary rights to grant the Client the rights described in this Agreement.

Except for the express representations and warranties stated herein, Vetsweb makes no warranties whatsoever, express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose.

3.14 VetsWeb indemnification / liability

By Vetsweb

Vetsweb agrees to indemnify and hold the Client harmless from damages arising from Vetsweb’s negligent acts or omissions, except where such claims result from the Client’s own actions or content.

3.15 Limitation of liability
The services and work product are provided “as is.” In all circumstances, the maximum liability of Vetsweb, its directors, officers, employees, and agents to the Client shall be limited to the total fees paid by the Client under this Agreement. In no event shall either party be liable for indirect, incidental, or consequential damages, including but not limited to lost revenue, lost customers, or loss of business opportunities, even if advised of the possibility of such damages. This limitation shall apply to the fullest extent permitted by law.
3.16 Term & termination

This Agreement shall commence upon the Effective Date and remain in effect until the Services are completed or terminated in accordance with Section 2.3 – Termination.

Either party may terminate the Agreement with written notice if:

  • The other party becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors.
  • The other party breaches any material responsibility or obligation under this Agreement and fails to remedy such breach within ten (10) business days of receiving written notice.

    • In the event of termination:

    • Vetsweb shall be compensated for Services performed through the termination date.
    • The Client shall pay all expenses, fees, and costs incurred up to and including the termination date.
    • No deliverables will be transferred until payment is made in full.

    Termination shall not relieve the Client of its obligation to pay for all work performed prior to the termination date.

3.17 General

Modification / Waiver

Any modifications to this Agreement must be in writing and signed by both parties. A waiver of any term or condition shall not be deemed a waiver of any other term or condition.

Notices

All notices shall be in writing and delivered via email with confirmation of receipt or by certified mail to the addresses provided in this Agreement.

No Assignment

Neither party may assign its rights or obligations without prior written consent from the other party.

Force Majeure

Vetsweb shall not be deemed in breach of this Agreement if it is unable to complete the Services or any portion thereof due to causes beyond its reasonable control, including but not limited to fire, natural disasters, acts of God, acts of government, labor disputes, illness, death, or interruptions in Internet service. Upon the occurrence of any such event, Vetsweb shall notify the Client and propose a revised schedule for completion of the Services.

Governing Law

This Agreement shall be governed by the laws of the United States and the State of Texas without regard to its conflict of law principles. Venue for any legal proceedings shall be in Harris County, Texas, unless both parties agree otherwise in writing.

Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Headings

Section headings are for convenience only and shall not be used to interpret the terms of this Agreement.

Integration

This Agreement constitutes the entire agreement between the parties and supersedes all prior understandings, whether written or oral, relating to the subject matter herein.

SCHEDULE A: INTELLECTUAL PROPERTY PROVISIONS

1. Rights to Deliverables Other Than Final Art
  • Client Content – All Client Content remains the sole property of the Client. The Client grants Vetsweb a non‑exclusive, non‑transferable license to use, reproduce, and modify such content solely for purposes of fulfilling this Agreement.
  • Third‑Party Materials – All third‑party materials remain the property of their respective owners. The Client is responsible for obtaining all necessary licenses unless otherwise agreed in writing.
  • Preliminary Works – All preliminary works remain the exclusive property of Vetsweb.
  • Original Artwork – Vetsweb retains all rights to original artwork, including display and portfolio rights, unless otherwise agreed in writing.
  • Trademarks – Upon full payment, Vetsweb assigns to the Client all ownership rights to any artwork created for use as a trademark.
  • Designer Tools – Vetsweb retains exclusive ownership of all design tools, software, and frameworks used in creating the Deliverables. The Client is granted a limited license to use such tools solely in connection with the Final Deliverables.
2. Rights to Final Art
All rights, title, and interest in and to the Final Deliverables shall remain the sole property of Vetsweb until all outstanding invoices are paid in full. Until payment is received, the Client is granted no license or right to use, reproduce, or display the Final Deliverables. Upon full payment, all rights, title, and interest in the Final Deliverables shall be assigned to the Client, subject to any third‑party rights and licenses.

SCHEDULE B: PRINT-SPECIFIC TERMS AND CONDITIONS

Print Compliance

The printed work shall be deemed in compliance with this Agreement if it meets industry‑standard tolerances for kind, quantity, and price.

Third‑Party Suppliers

Vetsweb shall have no responsibility to negotiate changes to third‑party print supplier terms or conditions.

Point of Contact Information

This information will be used for all communications between Vetsweb and Client:

First and Last Name

Title

Email Address

Phone Number

Business Address