Legal Repository

Terms of Service

Last Updated: Effective: January 1, 2025

Please read these Terms of Service ("Terms", "Terms of Service") carefully before using the Shine More Online website. Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, and others who access or use the Service. By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the Service. Intellectual Property: The Service and its original content, features, and functionality are and will remain the exclusive property of Shine More Online and its licensors.

Master Services Agreement (MSA) Standard Terms

The following terms apply to all custom development, design, and automation services provided by Shine More Online.

1. Scope of Services & Change Management

Shine More Online ("The Agency") agrees to perform services as defined in the attached Statement of Work (SOW) or Project Estimation provided via our interactive discovery tool. The Agency includes a standard revision loop as defined in the SOW. Any additional features, revisions, or changes to the scope outside the initial agreement must be agreed upon in writing via a Change Order, which will incur additional hourly or flat-rate fees.

2. Client Responsibilities & Delays

The Client agrees to provide all necessary access, text copy, images, branding assets, and prompt feedback required to complete the project. If the Client fails to provide required assets or feedback within five (5) business days of a request, The Agency reserves the right to extend project deadlines proportionally. Extended delays exceeding thirty (30) days may result in the project being archived and a reactivation fee being applied.

3. Automation, AI & Third-Party Integrations

Many of our solutions rely on third-party APIs (e.g., OpenAI, Stripe, Zapier, Google).

  • API Changes: The Agency is not liable for service interruptions, broken automations, or data loss caused by third-party platforms changing their APIs, deprecating features, or experiencing downtime. Fixing broken integrations due to upstream changes will be billed at our standard maintenance rate.
  • AI Unpredictability: If Artificial Intelligence (AI) agents are deployed, the Client acknowledges that AI can produce unpredictable results ("hallucinations"). The Agency is not liable for any business loss, reputational damage, or miscommunications caused by AI-generated outputs.
  • Third-Party Costs: The Client is solely responsible for paying subscription fees and usage costs for third-party software required to run their automations or web infrastructure.

4. Intellectual Property Rights

Upon full payment of all undisputed fees associated with the project, The Agency grants the Client:

  • Exclusive Ownership: Full rights to all custom HTML, CSS, JavaScript, and visual design assets created specifically for the project.
  • License to Background Technology: A non-exclusive, perpetual, royalty-free license to use any pre-existing code libraries, proprietary automation scripts, or frameworks utilized by The Agency in the creation of the deliverables.
  • Third-Party IP: Any open-source software, CMS platforms (e.g., WordPress), or third-party plugins remain the property of their respective owners and are governed by their own licenses.

5. Payment Terms & Schedules

Deposit: A non-refundable deposit (typically 10%) is required to secure a development slot.
Milestones: Remaining balances are due upon specific project milestones. Late payments exceeding fifteen (15) days may result in a pause of development services, suspension of hosting, and a late fee of 1.5% per month. The Agency retains ownership of all work until balances are paid in full.

6. Warranties & Limitation of Liability

The Agency warrants that services will be performed in a professional manner. However, The Agency makes no guarantees regarding search engine rankings, specific increases in sales, or flawless compatibility with obsolete web browsers.

EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGENCY'S LIABILITY FOR ANY BREACH, ERROR, OR OMISSION SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT FOR THE SPECIFIC PROJECT GIVING RISE TO THE CLAIM. THE AGENCY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR DATA LOSS.

7. Marketing Rights & Non-Solicitation

Marketing: Unless a strict Non-Disclosure Agreement (NDA) is signed prior to project commencement, The Agency reserves the right to display the completed project, client logo, and performance metrics in our portfolio, case studies, and marketing materials.
Non-Solicitation: During the term of this agreement and for twelve (12) months thereafter, the Client agrees not to directly or indirectly solicit, hire, or contract any employee or contractor of The Agency.

8. Termination

Either party may terminate this agreement with 30 days' written notice. In the event of termination, the Client shall pay The Agency for all work performed, hours logged, and expenses incurred up to the effective date of termination. Deposits are non-refundable.

These terms are governed by the laws of the jurisdiction in which Shine More Online is registered. For specific legal inquiries or contract adjustments, please contact legal@shinemoreonline.org.

*Disclaimer: These terms constitute a business agreement and should be reviewed by your legal counsel.*