This Services Agreement (the "Agreement") contains the complete terms and conditions which govern your subscription of Website Design, Development and other Internet-related services provided by One Smart Sheep, LLC (the "Services"). As used in this Agreement, "One Smart Sheep" means One Smart Sheep, LLC and "Client", "you", or "your" means you. You acknowledge that you have read the Agreement, and you agree to its terms and conditions and all policies posted on the One Smart Sheep site. As referred to in this Agreement, "Site" refers to a World Wide Web site and "One Smart Sheep" refers to the Site located at the URL https://www.onesmartsheep.com.
The following terms and conditions apply to all website development / design services provided by One Smart Sheep to the Client.
It is not necessary for any Client to have signed an acceptance of these terms and conditions for them to apply. If a Client accepts a quote then the Client will be deemed to have satisfied themselves as to the terms applying and have accepted these terms and conditions in full.
Please read these terms and conditions carefully. Any purchase or use of our services implies that you have read and accepted our terms and conditions.
The Monthly Fees, Add-On Fees (if applicable) and any other charges or fees for Services ordered by Client are defined, collectively, as the "Fees." Client will be responsible for paying any and all applicable sales and use taxes for the Services. Unless otherwise stated in the Customer Agreement, Fees are due prior to the performance of the Services. The Agreement term shall begin upon execution of a Customer Agreement, and upon such execution, Client shall pay the applicable Add-On Fees, and the first Monthly Fee as set forth in such Customer Agreement. Monthly Fees and recurring monthly Add-On Fees shall be due and payable in advance of each calendar month following the Agreement date. For illustrative purposes only, if Client's Customer Agreement is dated on the fifteenth (15th) of a month, then Client's Add-On Fees (if applicable), and first Monthly Fee shall be due and payable to Company upon signing of the Customer Agreement and on the fifteenth (15th) of each calendar month thereafter, Customer shall pay the subsequent Monthly Fees and all applicable monthly recurring Add-On Fees. Company shall begin production of the products (the "Licensed Products") ordered by Client in accordance with the specifications set forth in the Customer Agreement upon receipt of the Fees. Any amounts not paid within 30 days of the date due will result in termination of service. In addition, Customer shall be liable for all fees incurred by Company due to payment processing fees resulting from bounced checks, insufficient funds/bank overdraft fees and/or chargebacks.
Production of the Licensed Products will begin upon receipt of the applicable Fees. Included in your purchase price is two (2) rounds of revisions on your Website prior to launch. Edits and revisions shall be limited to and subject to the Company's standard policies and procedures. Requests for additional edits and/or revisions, changes and/or services that fall outside of Company's standard production and fulfillment processes may be subject to an additional charge of: $75/hr website edits/revisions/changes, and $150/hr for services that fall outside of the Company's standard production and fulfillment processes. Client will be required to approve in writing any edit, revision, change, or service request, beyond the included rounds of revisions specified above.
Client Cooperation. Client agrees to timely respond to Company questions and requests. Any delays in Client responses or delivery of Client materials may adversely affect the timing of delivery and quality of the License Products. Materials presented to Client for review shall be deemed accepted by Client unless Company receives Client's comments (if any) within 3 business days. In the event Client repeatedly fails to respond to Company during the production and fulfillment process, Company shall have the right to terminate this Agreement with no further obligation to Client, and Client shall have no right or claim for a refund of any Fees.
Grant of License. Provided that Client has paid all Fees and subject to, and for so long as, Client makes timely payments of all other applicable Fees, Company grants Client the non-exclusive worldwide right (the "License") to exploit the Licensed Product throughout the world. Upon termination of the Agreement and/or Client’s failure to make timely payments under this Agreement, Client's License shall terminate. For the sake of clarity, Client shall have no right to the source code of the Licensed Products (including but not limited to the Website). Client acknowledges and agrees, as between Client and Company, that except for content provided to Company by Client, all copyrights and other intellectual property elements and rights contained in or displayed in the Licensed Products (collectively, the "Company IP"), including without limitation design elements, templates, images, scripts, story lines, sound tracks, tag lines, and "look and feel," object code, source code, and mobile application functionality, music or video, video footage, still photos, still photography elements created or owned by Company (e.g. Company stock footage or photography), or under license and included in the Licensed Product, search engines, Java applets, toolbars and ActiveX controls are owned exclusively by Company. The incorporation of any Client Materials into any Licensed Product in no way will affect Company's continued and separate copyright ownership in the Licensed Products, and Company's ownership will not merge with Client's ownership of the Client Materials nor deprive Company of its copyright ownership. Company retains its rights to such Company IP for use by Company in any manner Company determines, subject to Client's License to use the Licensed Product pursuant to the terms and conditions herein. Client shall not have the right to use the Company IP except as incorporated as part of the Licensed Product as a whole (for example, Client shall not have any separate right to use any components or source code except in connection with the Licensed Product). Client agrees not to reverse engineer any source code or other element of the Licensed Product or otherwise use or allow others to use the Licensed Product in any manner other than as specifically permitted herein. Client hereby agrees that Company may use the Licensed Product, including but not limited to any materials or content provided by Client, for Company's marketing and promotional purposes. Client further acknowledges and agrees that Company shall have the right include its logo and other attribution information on Client's Website, Video and other Licensed Products as determined by Company in its sole discretion.
Client shall be responsible for timely notifying Company of any copyright, legal notices or disclaimers that Client requires to be included in the Licensed Product.
Client agrees to defend, indemnify and hold Company and its directors, officers, employees and agents harmless from and against all claims, defense costs (including reasonable attorneys' fees), judgments and other expenses arising out of (a) any breach by Client of the Agreement, (b) the use, display, public performance reproduction, distribution of the Licensed Product by Client or Client's assigns, licensees or any party to whom Client delivers the Licensed Product, and (c) any modifications to the Licensed Product made by Client.
Company’s liability under this Customer Agreement shall be limited to the total amounts paid by Client to Company in the aggregate during the twelve month period prior to the date the cause of action arose, and neither party shall be liable for any special, indirect, exemplary, incidental, punitive or consequential damages, including without limitation, lost profits or business or damages arising (whether in Agreement, tort, strict liability or otherwise) out of the Agreement even if it has been advised of the possibility of such loss or damage. Any cause of action arising out of or related to the Services or Licensed Products must be commenced within one (1) year after the cause of action accrues; otherwise such cause of action shall be permanently barred.
During the term of the Agreement, Company will provide uptime hosting of the Website of 99.9% (“Hosting Uptime”) of available time. Total Hosting Uptime shall be solely determined by Company and shall be calculated on a monthly basis. For purposes of calculating such Hosting Uptime, the service interruptions caused by the following shall not be included:
a. periodic scheduled maintenance or repairs Company may undertake from time to time;
b. changes to the Licensed Products or Services requested by Client;
c. errors caused by Client from custom scripting or coding;
d. outages that do not affect the appearance of the Website but merely affect access to the Website such as FTP and email;
e. causes beyond the control of Company or that are not reasonably foreseeable by Company;
f. problems with Client’s domain registrar;
g. suspension of the Services by Company in accordance with the Agreement; and
h. outages related to the reliability of certain programming environments.
If Client wishes to terminate the Agreement, Client may do so by providing written notice to Company at [email protected] Upon termination, Client shall have no further use of the Licensed Products, nor shall Client receive a refund for any Fees paid.