The following terms and conditions govern the engagement between the client named on the attached Estimate/Proposal (hereinafter, the “Client”) and Webene, Inc. (hereinafter, “Webene”).

1. Scope of Work and Services
Webene agrees to perform the services specifically detailed in the “Project Description” section of the attached Estimate/Proposal (the “Project”). All services will be performed by Webene and/or its contractors in accordance with the generally accepted standards and practices of the web services industry, utilizing technologies designed for universal acceptability and broadest market access.

2. Project Cost and Payment
2.1. Cost: The Client agrees to pay Webene the total amount (the “Project Total”) as specified in the attached Estimate/Proposal. This amount supersedes any prices listed in Webene literature or on Webene’s public pages. 2.2. Payment Schedule: Payment shall be made according to the schedule outlined in the attached Estimate/Proposal. All invoices are due upon receipt unless otherwise specified.

3. Changes and Additional Services (Change Orders)
This document and the attached Estimate/Proposal constitute the sole and entire agreement regarding the Project. 3.1. Authorization: Any work requested by the Client that falls outside of the original “Project Description” is considered a Change Order. Change Orders must be formally authorized by both Webene and the Client in writing. 3.2. Cost of Changes: The Client agrees to pay Webene an additional fee of $150 per hour for work performed under an authorized Change Order, unless otherwise negotiated and documented in the Change Order.

4. Subcontracting
Webene reserves the unconditional right to assign, hire, or subcontract any or all portions of the Project to qualified third-party Web designers or contractors at Webene’s sole discretion.

5. Client Representations, Warranties, and Intellectual Property
5.1. Client Materials: The Client unconditionally represents and guarantees that all elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Webene for inclusion in the Project (the “Client Materials”) are owned by the Client, or that the Client has secured express permission from the rightful owner to use them. 5.2. Indemnification: The Client agrees to indemnify, defend, and hold harmless Webene, its employees, and subcontractors from any and all claims, demands, suits, or actions arising from the use of the Client Materials supplied by the Client, including any claims of copyright or trademark infringement.

6. Copyright and Ownership Transfer
6.1. Webene Ownership: The copyright to the compiled, assembled, and unique creative arrangement of the Project, prior to final payment, is owned by Webene. 6.2. Transfer of Rights: Upon final, full payment of the Project Total and any outstanding Change Orders, all rights, title, and interest in the Project (specifically the visual design, graphics, text, and front-end code developed specifically for the Client) shall transfer to the Client. 6.3. Third-Party Licenses: Webene retains the right to use and reuse non-exclusive components, proprietary coding (e.g., core CMS files, development libraries, etc.), and pre-existing templates or tools used in the Project.

7. Warranties and Limitation of Liability
7.1. Performance Disclaimer: All deliverables include a 30-day post-launch support window. The Client is encouraged to report any technical issues within this timeframe for complimentary resolution. Following the expiration of these 30 days, any further updates or troubleshooting will be governed by a separate support agreement. Webene does not warrant that the functions of the website will be uninterrupted, error-free, or meet the Client’s specific expectations regarding site traffic, lead generation, or resulting business outcomes. 7.2. Liability Cap: In no event shall Webene or its subcontractors be liable to the Client or any third party for any incidental, consequential, special, or indirect damages, including but not limited to, lost profits, lost savings, or data loss, arising out of the operation or inability to operate the Project, even if Webene has been advised of the possibility of such damages. The total liability of Webene to the Client shall not exceed the total fees paid by the Client to Webene under this Agreement.

8. Design Credit and Promotion
The Client agrees that Webene may place a subtle, active HTML hyperlink and text credit (e.g., “Design by Webene”) on the bottom of the final website. The Client also agrees that Webene may use the website and/or any work created under this Agreement in its marketing portfolio, case studies, and other promotional materials.

9. Cancellation and Refund Policy
9.1. Cancellation Period: The Client may cancel the Project and request a refund within three (3) business days of the execution date of this Agreement by providing written notification (e.g., email) to Webene. 9.2. Cancellation Fee: If the Project is cancelled after the three-business-day period, a service fee equivalent to 15% of the Project Total will be charged. 9.3. Calculation for Work Completed: If, at the time of cancellation, the value of work completed by Webene (calculated at the hourly rate of $150) exceeds the initial payment amount, the Client shall be liable to pay for all completed work, and no refund will be issued.

10. Governing Law and Dispute Resolution
10.1. Governing Law: This Agreement shall be governed and construed in accordance with the laws of the State of California, USA, without regard to its conflict of laws principles. 10.2. Dispute Resolution: Any disputes arising from this Agreement shall be subject to mandatory binding arbitration in San Diego County, California. 10.3. Attorneys’ Fees: In the event Webene pursues legal action or arbitration to enforce the terms of this Agreement, the Client agrees to pay all reasonable arbitration and court costs, attorneys’ fees, and legal interests on any award or judgment rendered in favor of Webene.

11. Entire Agreement
This Agreement, including the attached Estimate/Proposal, constitutes the entire understanding between the parties. Any changes or modifications must be in writing and signed by both the Client and an authorized representative of Webene.