Terms & Conditions

MASTER SERVICES AGREEMENT

This Master Services Agreement is effective as of the date of signature on your respective signed agreement and is between WhatArmy, Inc, a Massachusetts Corporation ("Agency") and the Client ("Client") as defined within the signature section of your respective signed agreement. Capitalized terms in this agreement that are not otherwise defined have the meanings given in Section 14. The parties agree as follows:

1. Statements of Work

Agency shall provide Client the services and Deliverables described in any document that references this agreement, details the fees for such work, and is signed by the parties (each an "SOW"). Upon signing, each SOW becomes part of this agreement. If an SOW conflicts with this agreement, the terms of the SOW control as to the work described in the SOW. An SOW is a defined scope of work; any support agreement, retainer agreement, SEO agreement, analytics agreement, or any other agreement that does not have a definitive deliverable is governed by the Standard Service Agreement, Standard Support Plan Agreement, and Standard Billing Agreement.

2. Services; Fees; Billing Disputes

Client shall pay all invoiced fees and approved expenses as provided in the SOW. If Client disputes any amount invoiced, Client must give Agency written notice describing the dispute in reasonable detail within 5 business days of Agency sending the invoice. Client may not dispute invoices after the 5 business day dispute window closes. Undisputed portions of invoices remain due per standard payment terms. Services provided outside the scope of an SOW will be billed at the hourly rate indicated under the "Approved Additional Work" section of the SOW.

3. Client Obligations

In addition to any assumptions or obligations in the SOW, Client shall:

• (a) timely provide Client Materials necessary for Agency's performance of its services;
• (b) ensure Client stakeholders are available and responsive over the course of the engagement and/or project;
• (c) ensure that all Client feedback and approvals are provided through a single point of contact;
• (d) provide any access necessary for Agency to perform its services;
• (e) ensure timely payment of all third-party services required for Agency to perform its services (hosting accounts, domain registrations, software licenses, etc.); and
• (f) monitor email communications from Agency and respond within timeframes specified in this agreement. Email sent to Client's designated contact is considered received, even if unread. Client is responsible for ensuring Agency emails are not blocked by spam filters.

If Client repeatedly or unreasonably fails to perform the Client Obligations, Agency may provide written notice specifying the failure and request that Client correct the failure. If Client does not correct the failure within five [5] business days of its receipt of the notice, Agency may, by written notice to Client, stop work under the SOW and invoice for services provided through the date of work stoppage. To resume services, Agency may require an amendment to the SOW.

4. Acceptance

(a) Client shall accept or reject each Deliverable in writing within five [5] business days of receipt (the "Approval Period"). Deliverables may only be rejected for materially failing to conform to Specifications. Notice of rejection must be in writing and specify the reasons for rejection. If Client does not accept or reject a Deliverable within the Approval Period, it is deemed accepted. Upon receipt of a timely rejection notice, Agency will promptly correct any non-conformities at Agency's expense.

5. Termination of SOWs

(a) Termination by Client. Client may terminate an SOW on written notice to Agency (i) if Agency fails to cure a material breach of this agreement within fifteen [15] days of receiving written notice of the breach from Client; or (ii) for any other reason by paying all fees and approved expenses incurred prior to termination and the Early Termination Fee.

(b) Termination by Agency. Agency may terminate an SOW on written notice to Client if Client fails to cure a material breach of this agreement within fifteen [15] days of receiving written notice of the breach from Agency. Upon such termination, Client shall pay any and all approved expenses incurred through the date of termination.

(c) Project Hold / Inactivity Fees. If Client fails to respond to Agency communications (including approval requests, feedback requests, or asset delivery requests) within 30 calendar days, Agency may place the SOW on Hold status with written notice to Client. Projects on Hold for more than 30 days are subject to a resumption fee of 15% of remaining SOW value (minimum $2,500) to account for resource reallocation and project restart costs.

(d) Projects on Hold Terminated By Agency. Agency may terminate a project with Client in the event that a project is on the Hold or Inactivity list for one hundred and eighty days (180) after Client's receipt of notification that the project or SOW is on the Hold or Inactivity list from Agency. Upon such termination, Client shall pay all fees and approved expenses incurred prior to Hold status plus the Early Termination Fee. Prepayments for projects terminated under this section will be applied first to completed work, then to Early Termination Fee and resumption fees. Any remaining prepayment balance will be refunded within 30 days of termination.

(e) Extended Timeline Fees. If an SOW includes an estimated completion timeline and the project extends beyond that timeline by more than 30 days due to Client delays (including but not limited to late feedback, delayed approvals, failure to provide Client Materials, unavailability of Client stakeholders, or requested scope changes), Agency may assess an Extended Timeline Fee of $1,500 per month or 5% of the SOW value per month (whichever is greater) for each additional month beyond the original timeline. Client delays include any delay caused by factors within Client's control or by third parties engaged by Client (including design agencies, content providers, or other vendors). This fee compensates Agency for resource reallocation costs and opportunity costs. Agency will provide written notice before assessing this fee.

6. Confidential Information

Each party (the "Discloser") may disclose Confidential Information to the other party (the "Recipient") in connection with this agreement. The Recipient agrees to (a) maintain the Confidential Information in confidence; (b) protect the Confidential Information with a reasonable degree of care, including employing industry standard security procedures to prevent unauthorized disclosure of Confidential Information; (c) not use the Confidential Information except in the performance of its obligations under this agreement; and (d) disclose the Confidential Information only to those of its employees and agents who have a need to know the Confidential Information and who are bound by agreement or law to maintain the confidentiality of the information.

7. Intellectual Property

Subject to Agency's receipt of payment under the SOW, Agency assigns to Client all of Agency's rights in the Deliverables (other than Agency Tools incorporated in the Deliverables). Agency retains ownership of all Agency Tools, including any improvements or modifications made during performance of services. Agency shall provide Client with a copy of any licenses applicable to any Third-Party Materials included in the Deliverables (the "Third-Party Licenses"). Client shall comply with the terms of such licenses.

Client grants Agency a license to use the Client Materials as contemplated by this agreement. Client represents and warrants that it has all necessary rights, licenses, and permissions for all Client Materials provided to Agency, including but not limited to images, text, videos, logos, and trademarks. Client indemnifies Agency against any claims arising from Client's use of materials without proper authorization.

8. Promotional Rights

Upon Client's publication of any Deliverable, Agency may publicize depictions of the Deliverables, link to any online content containing the Deliverables, and describe its role in creating the Deliverables. Agency may (i) publicize the fact that Client is Agency's client; (ii) describe the nature of its work for the Client; and (iii) subject to any reasonable restrictions imposed by Client, utilize Client's trade name(s) and trademark(s) in connection with its publicity.

9. Warranties

(a) Mutual Warranties. Each party warrants that (i) it is authorized to enter into and perform this agreement; (ii) entering into and performing this agreement will not conflict with any other agreement to which the party is bound; and (iii) it will perform under this agreement in accordance with applicable law.

(b) Agency Warranties. Agency warrants that (i) it will perform its services in a professional manner and in accordance with industry standards; (ii) it will assign personnel who are reasonably experienced and qualified to perform its services; (iii) upon delivery and for a period of thirty [30] days thereafter, the Deliverables will materially conform to the Specifications; and (iv) to its knowledge, the Deliverables will not, if used by Client as contemplated by the SOW and in accordance with any Third-Party Licenses, infringe any third-party intellectual property rights.

(c) Client Warranties. Client warrants that, to its knowledge, the Client Materials will not, if used by Agency as contemplated by the SOW, infringe any third-party intellectual property rights.

(d) Disclaimer. Except as provided in this Section, each party's performance under this agreement is provided "AS IS" and without other warranty, including without limitation any warranties arising from the course of performance, course of dealing, or usage of trade.

10. Accessibility Compliance Limitation

(a) Agency will develop Deliverables to conform to Accessibility Standards specified in the SOW using commercially reasonable efforts and industry-standard development practices. However, Agency makes no warranty that Deliverables will be free from accessibility issues or fully compliant with all accessibility laws and regulations.

(b) Agency is not responsible for accessibility compliance issues arising from:

• (i) Client modifications to Deliverables after acceptance
• (ii) Content added by Client after delivery
• (iii) Third-party plugins, integrations, or embedded content selected or required by Client
• (iv) Design decisions made by third-party design agencies
• (v) Changes to Accessibility Standards or legal requirements after delivery
• (vi) Use of Deliverables in a manner not contemplated by the SOW

(c) Client acknowledges that accessibility compliance is an ongoing obligation that requires continuous monitoring and maintenance. Agency's obligation is limited to delivering code that conforms to the Accessibility Standards specified in the SOW at the time of delivery.

(d) Client agrees to indemnify and hold Agency harmless from any claims, lawsuits, damages, or expenses (including reasonable attorney's fees) arising from allegations that Client's website fails to meet accessibility requirements, including but not limited to claims under the Americans with Disabilities Act (ADA), Section 508, or similar laws, except to the extent such claims arise solely from Agency's failure to deliver code conforming to the specifications in the SOW at time of delivery.

(e) If Client requires ongoing accessibility compliance services, such services must be contracted separately and are not included in any SOW unless explicitly stated.

11. Indemnity & Limit on Liability

(a) Indemnity. Subject to Section 11(c), Agency shall indemnify and defend Client and its employees, officers, directors, shareholders, members, and managers (collectively, the "Indemnitees") from any damages, expenses, fees, fines, penalties, expenses (including reasonable attorney's fees) and costs incurred by the Indemnitees in connection with any third-party claim arising out of Agency's breach of this agreement, negligence, or intentional wrongdoing (a "Claim"). As a condition to Agency's indemnification obligation, the Indemnitees shall give Agency prompt written notice of any Claim or potential Claim. In any defense, (i) Agency has the sole right to defend and settle the Claim using counsel of its choosing; and (ii) the Indemnitees shall reasonably cooperate with Agency in the defense and settlement of the Claim.

(b) Exclusions. Agency is not liable under Section 11(a) to the extent that Claims result from: (i) the negligent or willful acts of an Indemnitee; (ii) Agency's compliance with the instructions of Client; or (iii) a claim that a Deliverable is infringing where the alleged infringement is due to modifications made by (or on behalf of) Client.

(c) Limit on Liability. Each party's maximum liability in any action relating to the subject of this agreement is limited to the total fees payable by Client pursuant to the SOW that is the subject of the dispute. This limitation does not apply to damages arising from a party's gross negligence or intentional wrongdoing, the Conversion Fee, or to attorney's fees and costs payable pursuant to Section 15. Neither party is liable for any claim for lost profits or similar damages, even if foreseeable and regardless of the form of action.

12. Third-Party Technologies

When Agency installs, implements, or integrates any third-party technologies, including but not limited to pixels, tracking codes, scripts, APIs, or plugins at Client's request, such installation shall be deemed 'compliance with the instructions of Client' under Section 11(b)(ii). Client assumes all responsibility for ensuring proper authorization for use of such technologies and for any data collection, privacy implications, or performance impacts resulting from their use. Agency agrees to install third-party pixels as requested by Client. Client acknowledges and agrees that Agency is not responsible for the operation, performance, security implications, data collection practices, or any other aspects of third-party pixels installed at Client's request. Client represents that it has all necessary rights and permissions to use such third-party pixels and shall indemnify and hold Agency harmless from any claims arising from the use of these third-party pixels.

13. Non-Solicitation

The parties shall not, while services are being performed by Agency and for one year after the last day on which services were provided, solicit, induce, or recruit, directly or indirectly, for itself or for any other party, the other party's employees. The parties agree that damages resulting from a breach of this Section would be difficult to quantify, but that a reasonable estimate of such damages is [50]% of the total compensation paid to the subject employee in the twelve months preceding the breach (the "Conversion Fee"). As liquidated damages for breach of this provision, the breaching party shall pay the Conversion Fee to the other party.

14. Data Privacy and Security

(a) Agency will process Client data only as necessary to perform services under this agreement and in compliance with applicable data protection laws.

(b) Agency maintains commercially reasonable security measures to protect Client data from unauthorized access or disclosure.

(c) In the event of a data breach affecting Client data, Agency will notify Client within 72 hours of discovery.

(d) Upon SOW completion or termination, Agency will return or destroy Client data as directed by Client within 30 days.

15. Subcontractors

Agency may use subcontractors to perform services under this agreement. Agency remains responsible for all work performed by subcontractors. All subcontractors will be bound by confidentiality obligations substantially similar to those in this agreement.

16. Force Majeure

Neither party is liable for failure to perform due to causes beyond its reasonable control, including acts of God, war, pandemic, government regulations, terrorism, labor disputes, utility failures, or internet service interruptions. The affected party will notify the other party promptly and make reasonable efforts to resume performance. If performance is suspended for more than 60 days, either party may terminate the affected SOW without penalty.

17. Governing Law; Jurisdiction; Venue

Massachusetts law governs this agreement, exclusive of its conflict of laws principles. The state and federal courts of Hampshire County, Massachusetts are the exclusive venue for resolving any disputes under this agreement. The parties consent to the personal jurisdiction of such courts, and waive defenses concerning venue and convenience of forum.

18. Definitions

The following terms have the meanings given:

"Accessibility Standards" means the specific web accessibility requirements identified in an SOW, such as WCAG 2.0, WCAG 2.1, WCAG 2.2, Section 508, or other standards agreed upon in writing. Unless specified in an SOW, Agency will use WCAG 2.1 Level AA as the default standard.

"Agency Tools" means Agency's intellectual property (including its designs, methods, software, and trade secrets) that either preexist this agreement or are developed by Agency other than in providing services for Client under this agreement. Agency Tools includes any improvements that are not uniquely applicable to the Deliverables.

"Client Materials" means all documents, information, designs, data, specifications, graphics, logos, trademarks, written content, and other materials provided by or on behalf of Client to be used by Agency in connection with the preparation of or incorporated into the Deliverables.

"Confidential Information" means information that, either, is identified as confidential upon disclosure, or that the Recipient should understand to be confidential under the circumstances; provided, Confidential Information does not include information that: (i) at the time of disclosure is, or thereafter becomes, generally available to and known by the public other than as a result of, directly or indirectly, any act or omission by the Recipient; (ii) at the time of disclosure is, or thereafter becomes, available to the Recipient on a non-confidential basis from a third-party source, provided, such third party is not and was not prohibited from disclosing such Confidential Information to the Recipient by any contractual obligation; (iii) was known by or in the possession of the Recipient, as established by documentary evidence, prior to being disclosed by or on behalf of the Discloser pursuant to this agreement; or (iv) was or is independently developed by the Recipient, as established by documentary evidence, without reference to or use of, in whole or in part, any of the Discloser's Confidential Information.

"Deliverables" means the final versions of the materials produced and delivered by Agency pursuant to this agreement. Deliverables may include Client Materials, Agency Tools, Third-Party Materials, and Work Product.

"Early Termination Fee" means an amount equal to [75]% of the fees that would otherwise have been charged for the canceled portion of the project.

"Emergency Work" means work required to prevent or mitigate security breaches, site outages, or critical functionality failures that require immediate attention outside of regular business hours or standard service request procedures.

"Specifications" are functional or technical specifications for work described in an SOW or that have been otherwise agreed to in writing by Client and Agency.

"Third-Party Materials" means materials belonging to third parties that are incorporated into the Deliverables, including without limitation open source software, fonts, and stock images.

"Work Product" means the materials first created by Agency for Client in the course of performing the services pursuant to this agreement.

19. Miscellaneous

(a) Taxes. Agency shall pay all taxes on its income and employment taxes for its personnel. Client shall pay any sales, use and value added taxes.

(b) Insurance. While providing services, Agency shall maintain in effect policies of commercial general liability insurance with limits of at least $[1,000,000] per occurrence and professional liability (errors and omissions) insurance with limits of at least $[1,000,000] per occurrence. Upon written request, Agency will provide Client with proof of the insurance coverage required by this section.

(c) Relationship of the Parties. Agency is an independent contractor and not Client's partner. The parties are not engaged in a joint venture. Agency's employees are not to be considered Client's employees for any purpose. Agency is solely responsible for the means and manner of performing the services.

(d) Attorney's Fees. The prevailing party in any dispute regarding the subject of this agreement is entitled to recover its reasonable attorney's fees, expert's fees, and costs.

(e) This Agreement. This agreement (including all SOWs) is the entire agreement of the parties with respect to its subject. All prior and contemporaneous agreements are superseded. This agreement may only be amended by a writing signed by both parties. This Agreement may be signed in counterparts. Each counterpart constitutes an original and all together constitute a single agreement. If any term of this Agreement is determined to be unenforceable, the remainder of this Agreement will not be affected. This Agreement was negotiated by sophisticated parties and will not be construed in favor of or against either party.

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STANDARD SERVICE AGREEMENT

Business Hours

Our regular business hours are M – F, 9:00 am – 5:00 pm EST. We are closed on weekends and most national holidays. Except for emergencies or upon your request for off-hours work, all work is performed during our regular business hours, and our response times, including notifications to you under this agreement, are done during and measured from regular business hours.

Service Requests

For each service request (other than Emergency or Off Hours Work when the Client cannot be contacted), the Client will receive a time estimate provided via email or SOW (Statement of Work). WhatArmy will not begin work until the Client approves the estimate / SOW via email or signature. Anything under one hour is considered pre-approved and approval will not be requested. A minimum of one (1) hour will be charged in any period with billable work.

Approved Additional Work

All work not covered under your Managed Service, Support Plan, or other recurring service will be referred to as "Approved Additional Work" or out of scope work as referenced in section two [2] of the Master Services Agreement.

(a) Approved Additional Work is provided on a first come first serve basis. Work will be scheduled upon approval, and completed in the order in which it was received. If you need to move up the queue Emergency rates will apply at the prevailing rate.

Emergency / Off Hours Work

Emergency or Off Hours Work is Approved Additional Work which requires immediate attention. Emergency or Off Hours Work is defined as problems discovered with your website that critically impair the functionality and/or operation of your website, including security breaches, site outages, or critical functionality failures. Emergency Work will be billed at the Emergency or Off Hours rate stated on your signed Agreement. All emergency or off-hours work will be billed in 1 hour increments.

If WhatArmy determines Emergency Work is necessary to prevent or mitigate security breaches, site outages, or critical functionality failures and cannot contact Client within 2 hours of discovery, Client authorizes WhatArmy to perform up to 2 hours of Emergency Work at the prevailing emergency rate. Agency will document the emergency, work performed, and attempts to contact Client. In the event of an emergency, the Client can request Emergency work, whether inside or outside of normal business hours, which will be billed at the prevailing rate.

(a) Work that is specifically requested by the Client to be performed outside of regular business hours will be billed at the Emergency or Off Hours rate stated on your signed Support Contract.

Service Request Changes

If WhatArmy has already begun work on a service request (Approved Additional Work or Emergency / Off Hours Work), and the Client has Additional Work or changes, WhatArmy will create a new estimate or SOW for the Additional Work. The Client's approval will be required via email or signature prior to work proceeding on the added or changed work. In the event you need to submit a change order all work performed to date will be billable to the Client under standard terms at the prevailing rate.

Website Hosting

WhatArmy's website hosting service is provided through Amazon Web Services (AWS). WhatArmy will not be liable for any website or other service interruptions that are sourced from AWS or any hosting provider that WhatArmy does not directly control. WhatArmy will only host a site with an agreement signed by both WhatArmy and the Client. WhatArmy is not liable in the event that a website goes down as a result of an AWS server issue, outage, hack, malicious activity, or any other reason beyond Agency's reasonable control.

Domain and SSL Certificate Management

Client retains ownership of all domain registrations and SSL certificates. If Agency registers domains or obtains SSL certificates on Client's behalf, such registrations are made in Client's name. Client is responsible for maintaining login credentials and ensuring timely renewals. Agency will monitor domain and SSL certificate expiration dates where specified in a Support Plan or SOW, but Agency is not liable if a domain or SSL certificate expires, the website goes offline, or the domain is lost. SSL certificate renewal requires Client authorization for any associated costs (certificate purchase, validation fees, hosting upgrades). If Client fails to authorize renewal in a timely manner, Agency is not liable for site security warnings or functionality issues resulting from expired certificates or domains.

Third-Party Licenses

Client is responsible for purchasing and maintaining licenses for any premium WordPress plugins, themes, or other third-party software required for Client's website. If Client's licenses lapse, Agency cannot update or maintain those components. Agency will notify Client of licensing issues but is not responsible for purchasing or renewing Client's third-party licenses.

Website Changes by Client

The Client should not make any changes to its website that impair the operation or functionality of its website without first notifying WhatArmy, as this may be interpreted as an attempt to hack or attack the website. In the event that the client makes changes without notifying WhatArmy, the client is liable for any and all costs associated with WhatArmy's attempts to block the perceived hack or attack, including, but not limited to all work at the stated emergency rate.

Search Engine

WhatArmy has no control over search engine ranking and does not guarantee the presence of any developed or hosted website on any search engine. By paying WhatArmy, the client is not paying for any service that will improve search engine ranking. The Client can provide documentation from a 3rd Party Search Engine Optimization Firm, at that point WhatArmy can implement the recommendations of the 3rd Party Firm, but will not guarantee any outcomes as a result of the implementation of the recommendations of the 3rd Party Firm.

Corrections

WhatArmy will correct technical issues related to code and functionality of electronic media components that result from WhatArmy oversight within 5 business days of work completion unless otherwise stated.

Changes to Standard Service Agreement

We reserve the right to modify hourly rates, emergency rates, and service terms with 60 days written notice to Client. Rate changes apply to new SOWs and Approved Additional Work only; active SOWs are governed by rates in effect at SOW signing. Other modifications to this agreement require 30 days written notice and take effect at the start of Client's next billing period or renewal term.

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STANDARD SUPPORT PLAN AGREEMENT

Support Plan Services

WhatArmy's monitoring services are outlined in the Service Details portion of your contract. WhatArmy will, to the best of their ability, uphold these services. WhatArmy cannot be held liable for any errors or false readings that various tools may produce. WhatArmy will notify the Client of any breaches, downtime, or alerts that have been received, explored, analyzed and confirmed as legitimate, in a timely manner.

Website Security

We employ overlapping measures to improve & maintain the security of your website. However, risks beyond our control will always exist. If your site is compromised, your Enterprise Plan will cover the first 2 hours of service to clean up the site. Our service team will provide an estimate for any remaining service required to restore the website. This does not apply to the WordPress Small Business Plan.

Support Plan Pricing

The price of Support Plans, Managed Services, or other recurring services may increase annually. Agency will provide 60 days written notice before any price increase. Price increases take effect at Client's next renewal date. If Client does not wish to accept a price increase, Client may cancel the service by providing written notice within 30 days of receiving the price increase notice.

Blacklist Monitoring

WhatArmy monitors your website for major website/SEO-known blacklists. WhatArmy service does not include blacklist email monitoring.

Additional Sites

Additional sites – as defined as one (1) instance of a CMS – will be subject to subsequent review and will be priced at the current prevailing rate at the time the site is added. The contractual agreement is for the contracted primary website(s) only. Primary website(s) do(es) not include subdomains. Any subdomains that the Client wishes to be managed are considered add-on sites and will be priced at the current prevailing rate at the time the site is added. Any website to be managed must be written in the contract and charged for accordingly.

Website Updates

Core, theme and/or plugin updates may include security updates to prevent a hack or attack on Client's website. WhatArmy strongly encourages its Clients to install these updates as soon as possible. From time-to-time, a security update may be incompatible with another aspect of the Client's website, resulting in an impairment in the operation or functionality of the website or some aspect. Should this happen, WhatArmy will notify the Client with an estimate/SOW of the cost to repair the website. If the Client elects to remove the update and/or not install it, WhatArmy will not be liable for a subsequent hack or attack on the Client's website.

Backups and Archives

While Agency maintains regular backups as specified in the Support Plan, Agency is not liable for data loss resulting from circumstances beyond Agency's control, including but not limited to catastrophic hosting provider failures, client-initiated deletions, or malicious attacks. Client is encouraged to maintain independent backups of critical data. Agency's backup retention period is specified in the Support Plan; backups older than the retention period may not be available.

Changes to Standard Support Agreement

We reserve the right to modify support plan terms and service levels with 30 days written notice to Client. Changes take effect at the start of the next billing period following the notice period. Pricing changes are governed by the Support Plan Pricing section above.

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STANDARD BILLING AGREEMENT

Invoicing

The Client will be invoiced on or around the first [1st] and fifteenth [15th] of each month for work performed in the prior fifteen [15] day period.

Autopay

The Client will be charged via credit card or ACH on or around five [5] business days after the Agency sends the invoice.

(a) As it pertains to any subscription service, Client will be automatically charged one [1] time per month via credit card or ACH. The time frame is dependent upon date of signing up for service and subject to change with 30 days notice.

Credit Card Charges

If Client uses a credit card to pay invoices, a 5% charge of the total invoice will be applied to any invoice over $2,000.

Late Payment

Invoices not paid within 30 days of issue date will be subject to a 1.5% monthly late fee (18% APR). If payment is not received within 60 days and invoice is not under written dispute, WhatArmy will automatically charge the credit card on file for the outstanding balance plus accrued late fees.

Termination by the Agency

In the event payment is not received from the Client by the Agency for 60 days from an Invoice Due Date, the Agency reserves the right to cancel the Client's Support Plan with a minimum of 5 days notice. Upon Termination by the Agency, the Agency will no longer support the Client's website. In the event the Termination date has passed and the Agency has offboarded the Client, a Resumption Fee of no less than $1,000.00 USD will be applied to the client account in order to be reinstituted as a client.

Refunds

WhatArmy may, on behalf and/or at the direction of the Client, purchase an item or items. Certain items cannot be returned; these items include, but are not limited to: stock photography, music, web hosting, domain names, statistical packages and software, etc. WhatArmy does not issue any refunds on monthly or annual Support Plans, Managed Services, any other recurring service plan, subscription, or retainer that may be offered, prorated or otherwise.

Retainers

If retainer hours are purchased, they will expire within the month they're purchased unless otherwise stated in writing.

Renewals/Cancellation

Your Subscription Term (as outlined in your signed Service Contract) will automatically renew for successive one-year terms unless Client provides written notice of non-renewal to finance@whatarmy.com at least 60 days before the end of the current Subscription Term. Early cancellation during a Subscription Term is not permitted except as provided in Section 5 of the Master Services Agreement. We do not provide refunds if you decide to stop using any of the WhatArmy Support Plans, Managed Services, or any other type of subscription, retainer, or service during your Subscription Term. If you are hosted with us, at termination of contract you will incur standard, non-support charges for moving your site off of our hosting service.

Changes to Standard Billing Agreement

We reserve the right to modify payment terms, credit card processing fees, and billing schedules with 30 days written notice to Client. Changes take effect at the start of the next billing period following the notice period.

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