These Terms of Service (“Terms”) govern your access to and use of the websites, products, and services (collectively, the “Services”) provided by Valera Enterprises, LLC (“AssemblyWP,” “we,” “us,” or “our”). By accessing or using the Services, you agree to be bound by these Terms. If you do not agree, do not use the Services.
1. The Services
AssemblyWP provides managed WordPress and WooCommerce operations, maintenance, development, performance optimization, security, technical SEO, AI search optimization, hosting management, and related services on a subscription basis. Specific deliverables and service levels are described on our pricing pages, in your selected plan, and in any engagement-specific proposal or order form. If there is a conflict between these Terms and a signed proposal or order form, the proposal or order form controls for that engagement.
2. Eligibility and Accounts
You must be at least 18 years old and able to form a binding contract to use the Services. You are responsible for providing accurate, current, and complete account information, for keeping your credentials secure, and for all activity that occurs under your account. Notify us immediately at legal@assemblywp.com if you suspect unauthorized access.
3. Subscriptions and Billing
Paid plans renew automatically each billing cycle (monthly or annually, as selected) until you cancel. By providing payment information you authorize us and our payment processor (Stripe) to charge the applicable fees, including taxes, to your payment method on each renewal date. Fees are quoted exclusive of taxes unless stated otherwise.
We may change pricing or plan structure with at least thirty (30) days’ notice. Continued use after the change takes effect constitutes acceptance of the new pricing. If you do not accept a price change, you may cancel before it takes effect.
4. Cancellation and Refunds
You may cancel your subscription at any time from your account or by emailing legal@assemblywp.com. Cancellation takes effect at the end of the then-current billing cycle. You retain access to the Services through the end of the paid period.
No refunds for partial periods. Fees already paid are non-refundable. We do not prorate unused days on cancellation. This does not affect any rights you may have under applicable consumer protection law that cannot be waived by contract.
5. Acceptable Use
You agree not to use the Services to:
- Violate any law, regulation, or third-party right (including intellectual property and privacy rights).
- Transmit malware, viruses, or any code designed to disrupt, damage, or gain unauthorized access to any system.
- Host content that is unlawful, defamatory, harassing, discriminatory, fraudulent, or sexually exploitative of minors.
- Engage in spamming, phishing, or other deceptive practices.
- Probe, scan, or test the vulnerability of any system or network without authorization, or circumvent our security or authentication measures.
- Reverse engineer, decompile, or attempt to extract the source code of the Services, except as permitted by law.
- Resell or sublicense the Services without our prior written consent.
We may suspend or terminate your account, with or without notice, for violations of this section.
6. Your Content and Site Access
To deliver the Services, you may grant us administrative access to your WordPress site(s), hosting environment, domain registrar, and related accounts (collectively, “Your Systems”). You represent that you have the authority to grant this access. We will use credentials and access only as necessary to perform the Services and will follow reasonable security practices, but you remain responsible for maintaining your own backups and for the underlying configuration and content of Your Systems.
You retain all rights to the content, data, code, designs, and other materials you provide or that exist on Your Systems (“Your Content”). You grant us a limited, non-exclusive license to access, copy, modify, and process Your Content solely to provide the Services.
7. Deliverables and Intellectual Property
Subject to full payment of applicable fees, we assign to you the intellectual property rights in custom code, content, and materials we create specifically for you under an engagement (“Deliverables”), excluding our pre-existing tools, templates, libraries, methodologies, and know-how (“Our IP”). We retain all rights in Our IP and grant you a perpetual, non-exclusive, royalty-free license to use Our IP to the extent embedded in the Deliverables.
We may use anonymized, aggregated, or de-identified data derived from your use of the Services to improve the Services and develop new features. We will not publicly disclose your identity as a customer without your consent.
8. Third-Party Services
The Services rely on third-party providers including, without limitation, Vercel (hosting and analytics), Supabase (database and authentication), Stripe (payments), Resend (email delivery), Cal.com (scheduling), and providers of AI/LLM APIs used to power generative features. Your use of those services is subject to their own terms and privacy policies. We are not responsible for the acts, omissions, or availability of third-party services.
9. Confidentiality
Each party agrees to protect the other’s confidential information using the same standard of care it uses for its own confidential information (and no less than a reasonable standard), and to use confidential information only to perform its obligations under these Terms. Confidential information does not include information that is publicly available through no fault of the receiving party, already known without obligation of confidentiality, independently developed, or required to be disclosed by law (with prompt notice where permitted).
10. Service Levels and Support
Response and turnaround targets vary by plan and are listed on our pricing pages. Targets are commercial commitments, not guarantees, and they apply during normal business hours unless otherwise stated. Emergency response (site down, security incident) follows the escalation path described in your plan.
11. Disclaimers
EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR ACHIEVE ANY PARTICULAR RESULT. AI-GENERATED OUTPUTS ARE PROVIDED FOR YOUR REVIEW AND MAY CONTAIN ERRORS OR OMISSIONS; YOU ARE RESPONSIBLE FOR REVIEWING AND VALIDATING ANY AI OUTPUT BEFORE USE.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
13. Indemnification
You agree to defend, indemnify, and hold harmless AssemblyWP and its officers, employees, and contractors from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Your Content; (b) your use of the Services in violation of these Terms or applicable law; or (c) your infringement of any third-party right.
14. Termination
Either party may terminate for material breach if the breach is not cured within fifteen (15) days after written notice. We may suspend or terminate immediately for non-payment, for violation of the Acceptable Use section, or where required by law. Upon termination, your right to access the Services ends. Sections that by their nature should survive termination (including IP, confidentiality, disclaimers, limitation of liability, indemnification, and governing law) will survive.
15. Modifications
We may modify these Terms from time to time. If we make material changes, we will provide notice (for example, by email or by posting a notice in the Services or on this page) at least thirty (30) days before the changes take effect. Continued use of the Services after the effective date constitutes acceptance of the modified Terms.
16. Governing Law and Dispute Resolution
These Terms are governed by the laws of the State of California, without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in San Diego County, California, for any dispute arising out of or relating to these Terms, except that either party may seek injunctive relief in any court of competent jurisdiction.
17. Miscellaneous
These Terms, together with any signed proposal or order form, constitute the entire agreement between the parties regarding the Services and supersede all prior agreements on the subject. If any provision is held unenforceable, the remaining provisions remain in effect. Our failure to enforce any provision is not a waiver. You may not assign these Terms without our prior written consent; we may assign these Terms in connection with a merger, acquisition, or sale of assets. Notices to us should be sent to legal@assemblywp.com.
18. Contact
Questions about these Terms? Contact us at legal@assemblywp.com.
Valera Enterprises, LLC
dba AssemblyWP
California, USA