Terms And Conditions
Master Terms And Conditions
Master Terms & Conditions (“Terms”): (a) are incorporated into, and are material terms and conditions of, each service agreement, work order, proposal, and statement of work (each, a “Service Agreement”) entered into by Cobblestone Marketing (“Cobblestone”), and its customer (“Customer” or “you”); and (b) apply to all services provided to Customer by Cobblestone (collectively, the “Services”). Any capitalized terms not defined herein shall have the meaning ascribed in the applicable Service Agreement. In the event of any conflict between these Terms and a Service Agreement, the terms of the Service Agreement shall prevail. Some of these Terms, where specifically indicated, are only applicable to certain types of Services.
1. Authorization
Customer is engaging Cobblestone Marketing as an independent contractor for the specific project. “Cobblestone Marketing” refers to Cobblestone Marketing, Inc., a Tennessee corporation. The “Agreement” is the signed contract, agreement, change order, or other binding document that references these Terms and Conditions. “Client” means the party that has signed an Agreement with Cobblestone Marketing. These Terms govern all work performed by Cobblestone Marketing unless superseded by specific terms agreed to in writing in an associated Service Agreement.
2. Completion Date
Cobblestone Marketing and Client must work collaboratively to complete the project in a timely manner. Client representatives are required to provide feedback on all deliverables and respond to questions within five (5) working days of receipt. Cobblestone Marketing agrees to respond to all client queries and feedback within four (4) working days. If either party expects any delays (e.g., the primary point of contact is on vacation or out of the office), they must notify the other party as soon as possible. The project is considered completed once the website is launched and any initial internet marketing deliverables are finished. If Cobblestone Marketing is unable to complete the project due to unforeseen reasons, they will notify the Client in writing and provide a refund proportional to the incomplete portion of the project, provided the refund does not exceed the amount paid by the Client.
3. Liability
Cobblestone Marketing is not responsible for the loss of income or projected income resulting from unforeseen circumstances, including but not limited to server failures, data corruption, or data loss. Cobblestone Marketing’s liability for any losses, damages, or claims shall not exceed the total amount paid by the Client under the applicable Service Agreement.
4. Client Delays
If the contract deliverables are not completed within 365 days of the contract signature due to Client delays or non-responsiveness, Cobblestone Marketing reserves the right to bill the Client for the full project cost. Upon payment, all work performed by Cobblestone Marketing shall become the property of the Client, but any remaining deliverables shall be voided unless separately agreed in writing.
5. Assignment of Project
Cobblestone Marketing reserves the right to subcontract parts of the project to ensure that the right expertise is applied and that deadlines are met. Cobblestone Marketing will remain the main point of contact and will manage the subcontractors as needed to deliver the project as agreed.
6. Copyrights and Trademarks Furnished by Client
The Client represents and guarantees to Cobblestone Marketing that any text, graphics, photos, designs, trademarks, or other artwork furnished to Cobblestone Marketing for inclusion in the project are either owned by the Client or have proper permission from the rightful owner for use. The Client agrees to hold harmless, defend, and indemnify Cobblestone Marketing from any legal action or claim resulting from the use of such elements.
7. Indemnification
The Client agrees to defend, indemnify, save, and hold harmless Cobblestone Marketing, its agents, subcontractors, employees, and officers from any liabilities, losses, costs, or claims, including reasonable attorney’s fees, arising from any services provided, products sold, or content displayed by the Client. This includes any claim of infringement, injury caused by a defective product, or violation of proprietary rights by materials supplied by the Client.
8. Warranty Disclaimer
Cobblestone Marketing does not guarantee specific results, such as the number of sales per visitor or the amount of traffic generated. Cobblestone expressly disclaims any implied warranties, including merchantability or fitness for a particular purpose. All services are provided “as-is,” and the Client assumes all responsibility for their use.
9. Service Fees
Service fees are detailed in the applicable Agreement, including any amendments or change orders. All payments shall be made in U.S. Dollars. Installment payments are non-refundable. Specific terms and conditions may apply to one-time projects, which are outlined in the respective Agreement.
10. Recurring Charges
Unless otherwise stated, recurring charges for ongoing services will be billed monthly, with payments due on the first of each month following the launch of the Client’s website. Service fees must be paid in advance of the service period, and Cobblestone reserves the right to change fees at any time, provided a 30-day notice is sent via email.
11. Changes in Fees and Plans
Cobblestone adjusts service package pricing, deliverables, subscription fees, and hourly rates on an annual basis to remain competitive and innovative. These changes will take effect on the first of the following month after notification is sent to the Client.
12. NSF Checks
If any check provided by the Client is returned due to insufficient funds, the Client will be responsible for a $100 returned check fee. Cobblestone reserves the right to require certified funds for future payments.
13. Taxes
The Client shall be responsible for paying any applicable sales, use, excise, gross receipts, value-added, or other taxes or fees that may be imposed on the provision or use of Cobblestone Marketing’s services.
14. Payment of Fees
Payments must be made promptly according to the agreed terms. For delinquent payments over 60 days past due, a penalty of 5% will be added per month. Cobblestone Marketing may also suspend services, including the removal of content from the Client’s website, until payment is received. In the event of collection efforts, the Client will be responsible for all fees associated with the collection process.
15. Equipment
If the Services require additional equipment (e.g., monitors, computers, software), the Client is solely responsible for obtaining and maintaining such equipment at its expense.
16. Resale of Service
The Client is not permitted to resell or redistribute any portion of Cobblestone’s services without prior written consent from Cobblestone, which may be withheld at Cobblestone’s discretion.
17. Termination of Recurring Services
Cobblestone reserves the right to terminate any Service Agreement with 30 days’ written notice if the Client’s demands are deemed unreasonable. The Client may terminate the agreement after completing three (3) months of recurring services by providing written notice of cancellation. Services will continue until the last day of the month following the month in which notice was given. Non-canceled services automatically renew monthly.
1. Removal of Required Access as Deemed Cancellation. If, at any time, the Client revokes, restricts, or otherwise blocks the Agency’s administrative or functional access to any platform, data set, software, account, or other tool that the Agency reasonably determines is necessary to perform the Services, such revocation shall constitute the Client’s immediate written notice of cancellation under this Agreement, effective on the date that access is removed. Upon such deemed cancellation, (a) all fees and reimbursable costs incurred through the effective date remain immediately payable and non‑refundable, and (b) the Agency’s obligations to perform the Services shall be suspended without liability.
2. Respectful Conduct Requirement & Remedial Actions.
(a) Standard of Conduct. The Client agrees to communicate with the Agency’s personnel in a professional and respectful manner at all times. Harassing, abusive, discriminatory, threatening, or otherwise inappropriate language or behaviour—including, without limitation, repeated late‑night telephone calls, aggressive text messages, or similar electronic communications—(collectively, “Aggressive Conduct”) is strictly prohibited.
(b) Agency Determination & Optional Notice. The Agency, in its sole discretion, may provide the Client with written notice describing any Aggressive Conduct and, if the Agency so chooses, an opportunity to cure. No cure period is required. The Agency may immediately invoke the remedies in subsection (c).
(c) Agency Remedies. Upon any Aggressive Conduct (or its continuation after notice, if any), or if the conduct is severe (including, without limitation, threats of violence), the Agency may, at its sole discretion, (i) suspend performance of the Services immediately; and/or (ii) terminate this Agreement for cause effective on written notice.
(d) Payment Obligations and Disengagement Fee. In the event of such suspension or termination, the Client remains responsible for (i) all fees and reimbursable costs incurred through the effective date; and (ii) an additional disengagement fee equal to one (1) month of the then-current recurring service charges, which the Parties agree represents a genuine pre‑estimate of the Agency’s costs of transition.** In the event of such suspension or termination, the Client remains responsible for (i) all fees and reimbursable costs incurred through the effective date; and (ii) an additional disengagement fee equal to one (1) month of the then‑current recurring service charges, which the Parties agree represents a genuine pre‑estimate of the Agency’s costs of transition.
18. Force Majeure
Neither party shall be liable for any delay or failure in performance caused by circumstances beyond their control, including acts of God, natural disasters, war, government actions, labor strikes, or power outages. In such an event, the affected party must notify the other as soon as possible, and obligations will be suspended for the duration of the event.
19. Limitation of Liability
Cobblestone Marketing’s liability for any claim arising under the Agreement or these Terms shall not exceed the total fees paid by the Client for the service in question. Under no circumstances will Cobblestone be liable for indirect, incidental, or consequential damages, including loss of income or profits.
20. Data Privacy & Security
Cobblestone Marketing will take reasonable steps to protect Client data but cannot guarantee full security against data breaches or malicious attacks. Cobblestone complies with applicable data privacy regulations, such as the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA), as they pertain to the storage and processing of personal data.
21. Dispute Resolution
The parties agree to attempt to resolve any disputes arising out of or related to these Terms or any Agreement through good faith negotiations. If negotiations fail, the dispute shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association. The venue for arbitration will be Shelby County, Tennessee.
22. Modification
Cobblestone Marketing reserves the right to modify its services, products, and these Terms and Conditions at any time without prior notice. Continued use of Cobblestone’s services signifies agreement to the updated Terms.
23. Non-Solicitation
For a period of three (3) years after the termination of this Agreement, the Client shall not solicit or hire any employee, contractor, or vendor of Cobblestone Marketing, nor shall the Client encourage any of these parties to cease working with Cobblestone.
24. Non-Disparagement
During and for three (3) years after the termination of this Agreement, the Client agrees not to make any disparaging statements or take any actions that may harm Cobblestone Marketing’s reputation or lead to negative publicity.
25. Miscellaneous
If any provision of these Terms is deemed unlawful, void, or unenforceable, that provision will be severed, and the remaining provisions will remain in full effect.
26. Future Services
Future services performed for the Client will be governed by these Terms unless new Terms are established in a subsequent agreement.
27. Venue
For any action involving the Agreement, the venue shall be in Shelby County, Tennessee, unless otherwise agreed by both parties.
Website Design And Development Terms and Conditions
Copyright to Web Pages
The copyright to the unfinished, assembled work of web pages produced by Cobblestone Marketing remains with Cobblestone Marketing. Upon final payment of this contract, the Client is granted rights to the completed website, including all photos purchased for the client, custom graphics, web pages, and any associated databases. Rights to proprietary work-up files, source code, intellectual property, and computer programs (including any software or systems used) remain the property of Cobblestone Marketing or their respective owners. Cobblestone retains the right to add a link to the website and display elements (e.g., graphics, designs) in its portfolio or marketing materials as examples of its work.
Graphics and Photographs
The Client should supply graphic files in an editable, vector digital format (e.g., .AI, .EPS, or .SVG) and photographs in high-resolution digital format (e.g., .JPG, .PNG, .TIFF). If the Client chooses to purchase stock photographs, Cobblestone can recommend stock libraries for this purpose. Should the Client require Cobblestone Marketing to search for additional photographs beyond the agreed-upon scope of the project, Cobblestone will provide a separate estimate for this service.
Written Content
Unless otherwise specified in the Service Agreement, Cobblestone Marketing is not responsible for writing or editing the website’s written content. Should the Client require professional copywriting, content creation, or editing services, Cobblestone can provide a separate estimate based on the specific needs and scope of the content work.
Browser Testing
Browser testing is conducted to ensure that a user’s experience of the design is consistent and appropriate for the capabilities of the browser or device they are using. Browser testing does not mean making a website look identical across all platforms and browsers, as each may interpret designs differently based on their individual capabilities.
Desktop Browsers
Cobblestone tests its web designs in the most current versions of major desktop browsers, including:
- Safari (Apple)
- Chrome (Google)
- Edge (Microsoft)
- Firefox (Mozilla)
- Opera
Cobblestone does not test on outdated browsers such as Internet Explorer, unless separately agreed upon in writing. If enhanced designs or testing are required for older browsers, Cobblestone will provide a separate estimate.
Mobile Browsers
Ensuring a user’s experience is optimal on mobile devices is critical to the success of any website. Cobblestone tests its designs on modern, widely-used mobile platforms and browsers, including:
- iOS (latest stable version): Safari, Google Chrome
- Android (latest stable version): Google Chrome, Samsung Internet
Cobblestone does not test on legacy or less commonly used mobile browsers, such as Blackberry, Opera Mini/Mobile, or outdated specific Android devices, unless agreed upon separately. If the Client requires testing on these platforms or other specific devices, a separate estimate will be provided for the additional testing.
Training Services
Cobblestone will provide up to two (2) hours of website and CMS training for up to five (5) employees. This training will include an overview of website administrative features, a walk-through of different page types, and guidance on creating and managing content, handling form submissions, and more. If the Client requires additional training sessions, these will be billed at Cobblestone’s current hourly rate, as specified in the Agreement or Service Order.
Master Terms
This Order, together with the Master Terms and Conditions and any other terms incorporated by reference (collectively, “Master Terms”), form the entirety of the agreement between the Client and Cobblestone Marketing regarding the services and products described in the agreement. The Master Terms can be found at https://www.cobblemarketing.com/terms/#master-terms and are incorporated by reference. Any conflicting or additional terms included by the Client in a purchase order, sale agreement, or any other document shall be considered null and void unless expressly accepted in writing by Cobblestone. The individuals signing the order represent that they are authorized to execute the Agreement on behalf of their respective parties.
Hosting Services
Cobblestone Marketing (“Host”) agrees to provide Client with managed website hosting services (the “Website”) as described herein (the “Hosting Services”). Host shall provide the Hosting Services to ensure that the Website is accessible to third parties via the Internet. Except as expressly provided herein, Client agrees that Host is responsible solely for providing the Hosting Services and is not responsible for any additional services or tasks unless otherwise specified in a separate agreement. If Client requires services beyond Hosting Services (the “Additional Services”), such arrangements shall be set forth in a separate addendum (“Services Addendum”), duly executed by the parties, and incorporated into this Agreement.
Content
Client shall be responsible for posting and managing all materials for the Website, including but not limited to images, graphics, audio, video, and text (collectively, “Client Content”), which shall comply with the format and specifications provided by Host. Client acknowledges that unless a separate agreement is made, the design, development, and ongoing management of the Website are the Client’s sole responsibility.
Backup
Host shall not be responsible for any data loss or file corruption resulting from Client actions. Cobblestone Marketing will maintain system backups intended for recovery in case of system failure, not individual site recovery. Client is strongly encouraged to maintain their own backups of all Client Content and data outside of the Hosting Services environment to ensure redundancy and minimize risk.
Security
Host will implement reasonable security measures, including SSL certificates and firewall protections, to safeguard the Website and Client Content. However, Cobblestone Marketing does not guarantee the prevention of all cyberattacks or unauthorized access. Client is responsible for ensuring its use of the Website and Client Content complies with applicable data protection laws, including GDPR, CCPA, and other relevant legislation. In the event of a security breach, Host will notify the Client as soon as reasonably possible and work to mitigate any adverse effects.
Availability of Website
The Website will be accessible to third parties 24/7, except during scheduled maintenance, repairs, or outages caused by circumstances beyond Host’s control. Host will make reasonable efforts to notify the Client of any planned outages. Cobblestone Marketing is not responsible for service disruptions caused by factors such as Internet slowdowns, failure of telecommunications, or other issues beyond its control. Client acknowledges that 100% uptime is not guaranteed.
Additional Storage and Transfer
Client agrees not to exceed the bandwidth or storage limits specified in the Hosting Services plan. If Client exceeds these limits or requires additional bandwidth or storage, Cobblestone Marketing will automatically upgrade the Hosting Services and bill Client accordingly based on the applicable fee schedule. Host will provide notice of any such upgrade and charges.
Updates
Cobblestone Marketing will be responsible for updating WordPress core files and any plugins available through the WordPress repository. Host will use reasonable efforts to ensure that updates do not disrupt Website functionality. However, Cobblestone Marketing cannot guarantee that updates will not cause disruptions. In the event of a disruption, Host’s sole responsibility will be to restore the Website to a functional state.
Proprietary Rights of Client
Client Content shall remain the sole and exclusive property of the Client, including all copyrights, trademarks, patents, and any other proprietary rights. Nothing in this Agreement grants Cobblestone Marketing ownership rights over the Client Content. Client grants Host a limited, non-exclusive, worldwide, royalty-free license to use the Client Content solely for the purpose of providing the Hosting Services.
Proprietary Rights of Host
All materials developed or provided by Cobblestone Marketing, including but not limited to software (object code and source code), data, methodologies, and processes used to provide the Services (the “Host Materials”), are the sole property of Cobblestone Marketing or its suppliers. Client acknowledges that Cobblestone Marketing is in the business of hosting websites and may provide similar services to third parties using the Host Materials. Nothing in this Agreement shall prevent Host from using or distributing Host Materials in connection with other services.
Confidentiality
Both parties may disclose confidential or proprietary information to each other during the term of this Agreement (“Confidential Information”). Confidential Information includes but is not limited to technical processes, software, business plans, financial information, and proprietary methodologies. Both parties agree to maintain the confidentiality of such information and not to disclose it to any third party, except as required by law. Confidential Information does not include information that is publicly available, known to the receiving party prior to disclosure, or independently developed by the receiving party.
Client Responsibilities
Client is solely responsible for ensuring that all Client Content posted to the Website complies with applicable laws and regulations. This includes ensuring that all content is accurate, does not infringe on third-party rights, and complies with any applicable privacy regulations. Client shall obtain necessary authorizations for hypertext links to third-party websites and shall ensure the accuracy of business information posted on the Website.
Acceptable Use Policy
Client agrees to abide by Cobblestone Marketing’s Acceptable Use Policy (“AUP”) regarding the use of the Hosting Services. Host does not actively monitor content submitted, stored, or distributed by Client via the Website. However, Cobblestone Marketing reserves the right to suspend or terminate Hosting Services if Client violates the AUP. Any suspension or termination due to AUP violations will not entitle Client to a refund.
Copyright and Intellectual Property Infringement
Cobblestone Marketing respects the intellectual property rights of others and expects Client to do the same. In the event of any alleged copyright infringement, Host will comply with the Digital Millennium Copyright Act (DMCA) procedures, including responding to DMCA takedown notices. Client agrees to respect the intellectual property rights of others and will be responsible for any infringement claims arising from Client Content.
Site Transition
Upon termination or expiration of this Agreement, Cobblestone Marketing will maintain public access to the Website for a period of thirty (30) days. At Client’s request, Host will provide transition services to migrate the Website to a new hosting provider at Host’s then-current rates. Client shall be responsible for the costs of any transition services. After the 30-day period, Cobblestone Marketing may delete all Website files and data without further notice.
Data Privacy and Compliance
Client is responsible for ensuring that the Website and any data collected comply with applicable privacy laws, including GDPR, CCPA, and other relevant regulations. Cobblestone Marketing shall not be liable for any violations of such laws resulting from Client’s use of the Hosting Services. Host will take reasonable steps to ensure that the Hosting Services infrastructure complies with industry standards for data protection but does not guarantee full compliance with all applicable privacy laws.