Terms & Conditions

Cognadic LLC Terms & Conditions

Web Development & Digital Marketing Services

Effective Date: January 27, 2026

These Terms & Conditions (“Terms”) apply to services provided by Cognadic LLC (“Cognadic,” “we,” “us”) to the customer purchasing or approving services (“Client,” “you”).

By checking the Terms acceptance box, submitting an order, approving a proposal, making payment, or otherwise authorizing work, you agree to these Terms.

Your checkout, intake form, proposal, service order, or written scope (“Order”) is part of this agreement. If an Order contains a specific price, feature, deliverable, or schedule that differs from these general Terms, the Order controls for that item.

1. What We Provide

Cognadic provides web development, website management, digital marketing, design, analytics, conversion, advertising, SEO, content, and related marketing services.

Only services specifically included in your selected package or Order are included.

Examples, demonstrations, sample websites, mockups, and sales presentations are illustrative. Your actual project will be built according to your selected tier, approved direction, available materials, and agreed scope.

Work outside the agreed scope may require an additional fee.

WEBSITE DEVELOPMENT & SERVICE

2. Website Tiers

Cognadic currently offers three primary website service tiers:

Producer — 12-month minimum service commitment.

Converter — 24-month minimum service commitment.

Enterprise — 24-month minimum service commitment.

The exact pages, forms, lead-capture systems, update allowances, integrations, features, and other deliverables included with each tier are the features shown for that tier when the Client purchases or as stated in the Client’s Order.

Unless otherwise agreed, package limits apply. Additional pages, advanced integrations, custom applications, third-party tools, major redesigns, additional forms, advanced automation, and other work outside the package may be quoted separately.

Included update allowances are for reasonable changes to the existing site, such as text, image, link, or similar content changes. They do not include new pages, new funnels, major redesigns, new functionality, or new integrations unless specifically stated.

Unused update allowances do not accumulate or roll over.

3. Build Fee and Service Billing

The website build fee is due at checkout unless otherwise stated in writing.

Your first 30 days of website service are included. Your selected monthly or annual service billing begins 30 days after checkout.

If Cognadic is solely responsible for a material delay that prevents the website from being launched, we may adjust the service billing start date as appropriate.

Client-caused delays, including missing content, approvals, credentials, images, legal information, domain access, or other required materials, do not automatically delay billing.

The service rate selected at signup will remain unchanged during the initial required commitment unless the Client adds services, changes tiers, or otherwise approves a change.

Taxes and third-party costs are separate where applicable.

After the initial commitment, Cognadic may change service pricing by providing reasonable advance notice.

4. Development Process and Revisions

The Client is purchasing both development services and Cognadic’s professional design judgment.

Cognadic will consider Client preferences and feedback within the allowed revision process. However, the Client agrees that Cognadic retains final creative and technical decision-making within the approved scope, including decisions concerning layout, responsive behavior, usability, conversion flow, technical structure, accessibility, performance, and overall design consistency.

A revision means a reasonable adjustment to an existing approved direction. A revision is not a complete change of concept, new website direction, additional page, new application, or material expansion of the project.

Once the included revision cycle has been used, additional revisions may be quoted separately.

If the Client changes the approved design direction after development has substantially begun, additional fees and additional production time may apply.

5. Production Times

After:

1.       the allowed design/revision process is complete;
2.       the Client has approved the necessary direction;
3.       Cognadic has received all required content, access, credentials, approvals, and Client-supplied media; and
4.       any required third-party services are available,

typical website production times are:

Producer: 3–5 business days
Converter: 5–7 business days
Enterprise: 7–12 business days

These are normal production targets, not guaranteed completion dates.

Client delays, substantial scope changes, third-party outages, unusual technical problems, requested integrations, platform problems, emergencies, and events outside Cognadic’s reasonable control may extend the schedule.

When a project is delayed by the Client, Cognadic may move the project to the next available production window.

6. Client Responsibilities

The Client agrees to provide accurate information and reasonably timely access to anything Cognadic needs to perform the work.

This may include:

•       logos and brand materials;
•       photos, video, biographies, licenses, disclaimers, pricing, and service information;
•       domain or DNS access;
•       social, advertising, analytics, email, CRM, or other account access;
•       approval of claims, offers, promotions, and regulatory language.

The Client is responsible for the accuracy and legality of information about its business, products, services, pricing, licenses, credentials, offers, guarantees, and advertising claims.

Cognadic is not responsible for delays or errors caused by incorrect, incomplete, or late Client information.

7. Website Results and Business Performance

A website is a business tool. It is not a guarantee of customers, leads, sales, rankings, revenue, or business growth.

Cognadic agrees to provide a professional website appropriate to the selected tier and to make reasonable efforts to ensure that the included features materially function as intended at launch.

The Client understands that the performance of a website also depends on matters outside Cognadic’s control, including traffic, advertising, reputation, market demand, competition, pricing, sales process, search engines, referrals, and how actively the Client promotes the business.

The Client is ultimately responsible for generating and handling traffic and opportunities produced through the website.

8. SEO and Search Engines

Where included, Cognadic performs basic SEO and technical indexing work intended to give the website a proper foundation for search engines.

This may include appropriate page structure, metadata, crawlability, indexing settings, sitemap-related configuration, basic on-page optimization, and similar foundational work.

Cognadic does not guarantee:

•       first-page rankings;
•       a specific ranking position;
•       that every page will be indexed;
•       a specific amount of organic traffic;
•       leads or sales from SEO; or
•       the timing of any search-engine result.

Google, Bing, and other search engines independently determine crawling, indexing, rankings, and search presentation.

Ongoing SEO campaigns are separate from basic website SEO unless specifically included in the Order.

9. Hosting, Maintenance, Updates and Downtime

Where website service includes hosting, maintenance, software management, backups, or updates, Cognadic will use commercially reasonable practices to keep the site available and functioning.

No website, hosting provider, server, plugin, network, or internet service can guarantee 100% uptime.

Maintenance, software updates, hosting maintenance, security work, backups, DNS changes, third-party outages, attacks, infrastructure problems, and other technical events may occasionally cause temporary interruption.

Whenever practical, planned work that may materially affect availability will be performed during lower-traffic or non-business hours.

Temporary downtime does not entitle the Client to a refund, credit, or damages except where required by law or specifically agreed in writing.

Cognadic may temporarily disable or restrict a site when reasonably necessary to protect the website, server, data, users, or other systems.

10. Security

Cognadic uses reasonable website-security and maintenance practices, but no website or internet-connected system can be made completely immune from hacking, malware, fraud, data loss, unauthorized access, or third-party attacks.

Cognadic does not guarantee that a website will never be compromised.

The Client is responsible for protecting passwords, email accounts, devices, accounts, and credentials under the Client’s control.

Security cleanup or restoration required because of Client actions, compromised Client credentials, unsupported Client-installed software, unauthorized changes, or third-party systems may be billed separately.

11. Domains, Software and Third-Party Services

If the selected package includes standard domain registration, Cognadic may obtain or manage the domain for the Client. Premium, aftermarket, unusually priced, or specialty domains are not included unless specifically stated.

Third-party platforms may include hosting providers, WordPress, plugins, payment processors, CRM systems, email systems, analytics tools, advertising platforms, scheduling systems, APIs, stock-media services, and other technology.

Cognadic does not control these companies and is not responsible for their outages, policy changes, pricing changes, security failures, account suspensions, service limitations, or discontinued products.

Third-party subscription fees are the Client’s responsibility unless the Order specifically says they are included.

Premium software licenses supplied through Cognadic’s service may stop when Cognadic’s service ends. The Client may need to purchase its own licenses after a website transfer.

12. Website Ownership and Transfer

During the required service commitment, Cognadic provides the website as part of the Client’s active Cognadic service.

After the Client has completed the required commitment and paid all amounts due, the Client may request transfer of the website.

A $80 processing fee applies to the transfer.

Cognadic will provide available website files and database files reasonably necessary to move the site.

The transfer does not include:

•       Cognadic’s internal tools, processes, templates, systems, or proprietary materials;
•       software licenses that cannot legally be transferred;
•       third-party accounts or subscriptions owned by Cognadic;
•       stock assets whose licenses prohibit transfer; or
•       services not owned by the Client.

Once the transferred website is moved away from Cognadic’s service, Cognadic is no longer responsible for hosting, maintenance, security, backups, software compatibility, or operation of the transferred website unless the Client purchases a separate service.

13. Early Cancellation

The Client may request cancellation before the minimum commitment is complete.

Because Cognadic prices the initial build and continuing service together and commits development resources based on the agreed service term, early cancellation requires the following Early Termination Fee:

Producer: $200
Converter: $200
Enterprise: $400

The parties agree that these amounts are intended as a reasonable estimate of costs and losses associated with ending the service before the agreed term, and not as a punishment.

Past-due balances and approved charges remain due.

If the Client has prepaid service through the entire remaining commitment period, no additional Early Termination Fee will be charged for that already-paid period.

Amounts already paid for completed work or an annual service period are not prorated or refunded unless required by law.

After the minimum commitment is complete, the Client may cancel ongoing service without an Early Termination Fee.

Cancellation instructions will be made reasonably available to the Client. Cancellation stops future renewals after any already-paid service period unless otherwise required by law.

14. Tier Upgrades

A website may be upgraded to a higher tier beginning 90 days after the original website goes live.

The standard upgrade build fee is:

80% of the difference between the Client’s original build fee and the then-current build fee of the new tier.

Example formula:

Upgrade Fee = (New Tier Build Fee − Original Build Fee Paid) × 80%

Additional custom work outside the normal upgraded package may be quoted separately.

Once the upgraded site goes live, the service rate changes to the rate applicable to the new tier.

An upgrade begins the minimum service commitment applicable to the new tier from the upgraded site’s go-live date.

15. Refreshes

If a package includes a future website refresh, the refresh means a reasonable modernization of the existing website within the general size and functionality of the existing package.

A refresh is not automatically a complete rebuild, new brand identity, new application, new marketing funnel, or unlimited redesign.

Converter and Enterprise refresh benefits, and any discounted Producer refresh benefit, apply only as described in the package or Order under which the Client purchased.

16. Existing-Service Cancellation Credit

When Cognadic offers to help a new Client leave an existing website or marketing provider, Cognadic may credit up to $200 of the Client’s verified cancellation or early-termination fee toward the Cognadic build fee.

The credit:

•       is limited to the actual verified cancellation charge;
•       cannot exceed $200;
•       cannot exceed the Cognadic build fee;
•       is applied as a credit, not a cash payment;
•       requires reasonable proof of the charge; and
•       must relate to the service the Client is replacing with Cognadic.

The credit has no cash value and cannot create a negative balance or refund.

17. Logos and Basic Brand Work

When basic logo creation, cleanup, adaptation, or similar brand work is included, it is intended to provide practical artwork for use with the project.

Unless a separate branding project is purchased, basic logo work does not include a complete brand-development engagement, unlimited concepts, trademark research, trademark registration, legal clearance, or extensive identity systems.

The Client is responsible for determining whether a business name, logo, slogan, or other brand element may legally be used or registered.

Cognadic does not guarantee that a logo or brand element is unique, registrable as a trademark, or free from every potentially conflicting third-party right.

The Client is responsible for obtaining legal trademark advice when needed.

DIGITAL MARKETING SERVICES

18. Marketing Scope

Digital marketing services may include strategy, paid advertising, search marketing, SEO, analytics, conversion optimization, content, email, social media, campaign development, landing pages, lead generation systems, reporting, consulting, or related work.

Only the services included in the Client’s Order are included.

Advertising spend, media spend, third-party subscriptions, software, data, printing, sponsorships, influencers, list purchases, and similar external costs are separate unless specifically stated.

19. No Marketing Performance Guarantee

Marketing involves variables that Cognadic cannot control.

Cognadic does not guarantee any specific:

•       number or quality of leads;
•       cost per lead or acquisition;
•       advertising return;
•       sales volume;
•       revenue;
•       conversion rate;
•       search ranking;
•       audience growth; or
•       other business result.

Past results, projections, estimates, forecasts, case studies, industry benchmarks, and campaign models are not guarantees of future performance.

Advertising auctions, algorithms, competitors, economic conditions, seasonality, Client pricing, Client sales performance, landing-page behavior, platform rules, and market demand can materially affect results.

Cognadic’s responsibility is to perform the agreed work professionally and use reasonable marketing judgment based on the information available.

20. Advertising Platforms

Google, Meta, Microsoft, LinkedIn, TikTok, and other advertising or media platforms control their own systems.

They may reject ads, restrict targeting, suspend accounts, change algorithms, change pricing, alter reporting, remove features, or modify policies without Cognadic’s control.

Cognadic is not responsible for losses caused by a third-party platform’s independent action.

Where practical, advertising accounts and media spending should remain in the Client’s name and be paid by the Client directly.

Cognadic does not guarantee approval of any advertisement, account, product, service, or offer by a third-party platform.

21. Advertising and Regulatory Compliance

The Client is responsible for ensuring that its business, services, licenses, offers, promotions, claims, disclosures, and sales practices comply with applicable laws and industry rules.

This is particularly important in regulated fields such as insurance, lending, mortgage, real estate, healthcare, financial services, legal services, and similar industries.

Cognadic may help format or present Client-approved language, but Cognadic is not the Client’s attorney, regulator, compliance department, accountant, insurance adviser, or licensing authority.

The Client must review and approve regulated claims and required disclosures.

For email, text messaging, remarketing, customer lists, lead lists, or similar communications, the Client is responsible for having the rights, permissions, and consents required to use the data.

22. Analytics and Reporting

Analytics and marketing reports are based on information supplied by websites, browsers, advertising platforms, analytics systems, CRM systems, cookies, tracking technology, and other third parties.

Tracking is not perfect.

Privacy controls, browser restrictions, consent settings, blocked cookies, device changes, attribution models, platform reporting differences, technical failures, and user behavior can cause data to be incomplete or inconsistent.

Unless specifically included, Cognadic is not required to implement advanced analytics, CRM integrations, attribution modeling, call tracking, or custom reporting simply because a website is being built.

GENERAL TERMS

23. Client Content and Intellectual Property

The Client represents that it has the right to use all text, logos, trademarks, photographs, videos, customer reviews, testimonials, music, data, and other materials it supplies to Cognadic.

The Client is responsible for claims arising from Client-supplied content or Client instructions that violate another person’s copyright, trademark, privacy, publicity, contractual, or other rights.

Cognadic retains ownership of its pre-existing tools, methods, processes, systems, templates, code libraries, know-how, and reusable components.

Unless confidentiality has been separately agreed, Cognadic may display a completed public project in its portfolio, case studies, or sales materials.

24. Lead Data, Forms and Sensitive Information

The Client is responsible for determining what information its website should lawfully collect and how that information may be used.

Clients should not use ordinary website forms to collect highly sensitive information such as Social Security numbers, complete financial-account information, medical records, or similar regulated information unless Cognadic has expressly agreed to build an appropriate system for that purpose.

Healthcare or other regulated data requiring a special agreement, security standard, or Business Associate Agreement is not included unless expressly agreed in writing.

Payment-card information should be processed through an approved payment processor rather than stored directly by Cognadic.

25. Suspension or Termination for Cause

Cognadic may suspend services for:

•       materially overdue payment;
•       illegal or fraudulent activity;
•       abusive or dangerous use of the website;
•       activity that threatens Cognadic’s systems or other customers;
•       repeated violation of third-party platform rules;
•       unauthorized modification that creates a material security risk; or
•       a material breach of these Terms.

When practical, Cognadic will give the Client an opportunity to correct the issue before termination.

Fees already earned and outstanding balances remain due.

26. Refunds

Build fees compensate Cognadic for reserved production capacity, design, strategy, development, and project work.

Once substantive project work has begun, build fees are generally nonrefundable except where required by law or where Cognadic agrees otherwise in writing.

Service payments cover the applicable billing period and are generally nonrefundable once that period begins.

No refund or service credit is provided solely because of temporary downtime, changes in search rankings, poor advertising results, lack of traffic, lack of sales, platform changes, or business performance.

27. Limitation of Liability

To the maximum extent allowed by law, Cognadic will not be liable for indirect, incidental, special, punitive, or consequential damages, including lost profits, lost business opportunities, lost advertising revenue, loss of goodwill, or lost data arising from the services.

To the maximum extent allowed by law, Cognadic’s total liability arising from a claim related to the services will not exceed the amount the Client paid Cognadic for the affected service during the six months immediately before the event giving rise to the claim.

Nothing in these Terms limits liability that cannot legally be limited.

28. Client Indemnification

The Client agrees to protect and reimburse Cognadic from third-party claims, damages, or reasonable expenses arising from:

•       Client-supplied content;
•       Client products or services;
•       Client advertising claims or instructions;
•       Client violations of law or industry regulations;
•       Client misuse of data;
•       infringement caused by materials supplied by the Client; or
•       Client activity outside Cognadic’s agreed scope.

This section does not apply to claims caused solely by Cognadic’s own unlawful conduct.

29. Events Outside Our Control

Neither party is responsible for delay or failure caused by events reasonably outside its control, including severe weather, natural disasters, widespread internet or utility outages, cyberattacks, government actions, labor disruptions, war, civil emergencies, platform outages, hosting failures, or similar events.

The affected party will resume performance when reasonably possible.

30. Disputes and New Mexico Law

If a dispute occurs, both parties agree to first make a reasonable good-faith effort to resolve it directly.

Before filing a lawsuit, the complaining party should provide written notice describing the dispute and allow at least 30 days for the parties to attempt resolution, unless immediate legal action is reasonably necessary.

These Terms are governed by the laws of the State of New Mexico, without regard to conflict-of-law rules.

Any court proceeding arising from these Terms will be brought in an appropriate state or federal court serving Bernalillo County, New Mexico, unless applicable law requires otherwise.

31. Automatic Renewal After the Commitment

At the end of the initial commitment, service continues on the Client’s selected billing schedule until canceled.

Monthly service continues month-to-month.

Annual service renews for another annual service period unless canceled before renewal.

Cognadic will provide renewal notices where required by applicable law.

The Client may cancel after the initial commitment without an Early Termination Fee.

Cancellation will prevent the next applicable renewal. Amounts already paid for the current service period are not prorated unless required by law.

32. Entire Agreement

These Terms together with the Client’s Order, approved proposal, checkout terms, and any written addendum make up the agreement between Cognadic and the Client.

Changes to the agreement must be approved by both parties in writing or electronically.

If one part of these Terms is found unenforceable, the remaining sections continue to apply.

Failure to enforce a provision once does not waive the right to enforce it later.

The Client may not transfer this agreement to another party without Cognadic’s written approval. Cognadic may use employees, contractors, vendors, or service providers to perform portions of the work.

33. Acceptance

By checking the acceptance box, electronically signing, submitting payment, or authorizing Cognadic to begin work, the Client confirms that:

•       the Client has read and accepts these Terms;
•       the Client understands the selected tier and required commitment;
•       the Client understands the applicable Early Termination Fee;
•       the Client understands when recurring service billing begins;
•       the Client understands that websites and marketing do not guarantee business results; and
•       the person accepting these Terms has authority to enter into this agreement for the Client.