Terms of Use and Conditions Agreement

of

Shadow Knights Studio, LLC aka SKS Creative

 

Last Updated: January 15, 2021

 

THESE TERMS ARE IMPORTANT AND AFFECT YOUR LEGAL RIGHTS. PLEASE CAREFULLY READ THESE TERMS OF USE AND CONDITIONS PRIOR TO EXPLORING OUR WEBSITE OR PLACING AN ORDER FOR OUR SERVICES. THESE TERMS CONTAIN A BINDING ARBITRATION CLAUSE. PLEASE READ THESE TERMS AND THE ARBITRATION PROVISION SO THAT YOU ARE AWARE OF YOUR LEGAL RIGHTS.


 

“Step Forward. Stand Out”

 

Section 1 – Introduction & Consent to Terms

 

Welcome to Shadow Knights Studio, LLC aka SKS Creative’s (referred to herein as “SKS Creative”, “we”, “us”, or “our”) Terms Use and Conditions Agreement (referred to herein as the “Terms” or the “Agreement”). SKS Creative was created to help our clients grow their brand and business by a having unique, elegant, and custom-tailored website. 

 

If you do not agree to these Terms, we ask that you please not use our Website design, creation, and/or maintenance services (“Services”). Your use of our Website or our Services constitutes acceptance of these Terms. 

 

These Terms apply to all users of our website, https://www.sks-creative.com/ (“Website”), our mobile website, our social media accounts, or other platforms now or hereinafter created (the “Platform”), and our Services. By using our Platform or purchasing our Services, you agree to be bound by these Terms. 


 

If you are using our Website or our Services on behalf of an entity, you represent and warrant that you are authorized to accept these Terms on such entity’s behalf and that such entity agrees to be responsible to us if you or the entity violates these Terms. 

 

We reserve the right to modify the contents of these Terms at any time. You agree that it is your responsibility to monitor changes to these Terms. Any modification to these Terms will be notated at the top of these Terms.

Section 2 – Privacy Policy

 

Please refer to our Privacy Policy which includes information about how we collect, use, and disclose information about you. If you are a California resident, please also review our additional privacy disclosures that are directed towards you. 

 

In order to operate and provide the best experience on the Platform and Website, SKS Creative may collect certain information about you. You acknowledge that when you use the Platform and the Services, SKS Creative may use various automatic means, which include but are not limited to cookies and web beacons, to collect information about your mobile device, computer, and about your use of the Platform and Services. By using the Platform and Services, you consent to all reasonable actions taken by SKS Creative with respect to your information.

 

Section 3 – Eligibility

 

Our Services are not meant to be used by anyone under the age of eighteen (18) and we do not target persons under this age to provide our Services. By using our Services, you represent and warrant that (a) you are at least eighteen (18) years old; (b) your website is not engaged in any activity that could result in suspension or removal from the Services; (c) you have the full power and authority to enter into these Terms and an agreement with us, and by doing so, will not violate any other agreement to which you or the entity you represent is a party; and (d) you have a Wix website. 

Section 4 - Services

 

We offer a variety of services for our clients including, without limitation: 


 

  • Website Design, Development, and Creation; 

 

  • Website Maintenance; and  

 

  • Website Repair. 

 

Section 5 – Terms of Sale 

 

You have three options for purchasing our Services:
 

a) Single Purchase Order. You can purchase our Services on a single-order basis (“Single Order Service”), without commitment and with the knowledge of what the Services will cost you before you hire our company (subject to the below). Our Service offerings are found on our Website at the time of purchase but each quoted price may be different based on your website and other factors. Occasionally, the price we quote for a Single Order Service may need to be altered, based on changes to the work provided, additional requirements, issues that arise while providing the work, and other factors, in our sole discretion. By purchasing a Single Order Service, you acknowledge and agree that the price quoted with a Single Order Service is a quote and not a final price. If we determine that an adjustment should be made to a quoted price for a Single Order Service, you agree to pay any such increases. We agree to keep any increases reasonable, agree to be transparent about the reasons for an increase (if any), and will communicate any such increases to you in writing. If you select a Single Order Service, a deposit of 50% or the quoted cost will be invoiced to start the project and an invoice for the remaining balance will be sent to you upon completion of our Services. 

 

b) Subscription Services. We offer a monthly and yearly subscription service for website maintenance (“Subscription Service”). Our offerings in a Subscription Service and available plans are described and can be found on our Website at the time of purchase. For sake of clarity, your Subscription Service can be used for any maintenance, updates, or new features on your Wix website but cannot be used for advanced search engine optimization work, marketing, or any services not offered by us. Our Subscription Service is subject to change at any time prior to purchase. Each Subscription Service plan will include a certain number of hours for each time period you have selected. If you subscribe to monthly maintenance plan (a “Monthly Plan”), the available monthly maintenance hours must be used within that month and will not roll over to the next month. If you subscribe to a yearly maintenance plan (a “Yearly Plan”), the available yearly maintenance hours must be used within that year and will not roll over to the next year. If you order a Monthly Plan or Yearly Plan and reach the allotted hours for that plan, we will inform you that you have reached the limit for that period and will give you the option to pause Service until the next time period, or we can continue providing the Services at our Hourly Rate (subject to change). Each Subscription Service plan is recurrent and will automatically renew without any action by you. You will be charged in accordance with the plan you select. If you want to terminate your Subscription Service, you need to terminate our Services in accordance to these Terms. Each Subscription Service is subject to the below provision titled Cancellation & Returns. 

 

c) Hourly Services. We also offer our Services to you based on the time spent working on your project (“Hourly Services”). All Hourly Services will be provided to you on an ‘as-need’ basis and at your initial direction. Our Hourly Services will be provided to you based on our hourly rate at that time or as posted on our website (“Hourly Rate”). Our Hourly Rate is subject to change upon thirty (30) days’ written notice. Our Hourly Services will be billed to you based on the minutes worked, all time is tracked via Clockify. If you select Hourly Services, invoices will be sent to you at the end of each month. 

 

Section 6 – Additional Terms of Sale 

 

Our Services and Subscription Service are described on our Website at the time of purchase. All prices shown for the Services are shown in U.S. Dollars. We reserve the right to change our Services or Subscription Service at any time, provided that if we change the amounts or other charges associated with your Services or Subscription Service, we will provide you thirty (30) days advance written notice of such changes. We reserve the right to reject our Services to anyone and for any reason. We also reserve the right to discontinue certain Services at any time. If we discontinue Service, in our sole discretion, you will be reimbursed any money paid where we did not provide Services. All invoices are due and payable within thirty (30) days of receipt. Failure to pay an invoice, in full, within thirty (30) days of receipt will cause that invoice, or part thereof, to accrue interest at one percent (1%) per month until paid in full. At any time after the initial thirty (30) day payment period, SKS Creative can transfer your invoice, account, and any past-due payments to a collection agency or attorney. If your invoice, account, and any past-due payments is transferred to a collection agency or attorney, SKS Creative shall be entitled to recover all costs and fees in collecting your past-due balance, including all reasonable attorneys’ fees. All work provided by SKS Creative will be done by someone in-house or a contractor that we hire as our agent. When you hire SKS Creative to provide the Services, you are hiring SKS Creative and not one of our employees, agents, or other workers. We hereby reserve the right to change the person or persons handling the Services for you. Any change in the person or persons handling the Services for you will not entitle you to a reduction in cost, a pause of your Subscription Service, or otherwise. Finally, we will include our byline on the footer of your website – “Website Created by SKS Creative” or “Website Powered by SKS Creative”. 

 

Section 7 – Cancellation & Refunds

 

You may cancel your Monthly Plan at any time by emailing us at support@sks-creative.com. If your cancellation occurs (48) hours after an invoice date, your cancellation request will be processed with the next scheduled invoice.

 

Yearly plans require a 1 year commitment and are non-refundable. You may cancel your yearly plan anytime before the next renewal to keep from being charged for the following year by emailing support@sks-creative.com.

 

You are solely responsible for all charges, including taxes, incurred with respect to any Subscription Service processed prior to the cancellation of your type of plan. 

We do not offer refunds for our Services. If you are unhappy with your Services, please email us at support@sks-creative.com, detailing the reason why you are unhappy with the Services. We will do our best to ensure that you are satisfied with the Services, within reason. 

 

Section 8 – Ownership of Work Product and License Granted

 

All work product created by SKS Creative, or its agents (the “Work Product”) shall be owned and shall be the exclusive property of you so long as all payments under each invoice are timely made. If you do not pay an invoice or part thereof, all Work Product associated with the unpaid invoice shall remain owned exclusively by SKS Creative. Upon payment of an invoice, all Work Product created in connection with that invoice shall be irrevocably assigned and transferred to you, including all rights to the Work Product, including, without limitation all copyrights or copyrighted matter that arises out of the Work Product. Failure to pay an invoice shall constitute unauthorized use of all Work Product associated with that invoice and may subject you to penalties under the laws of the state where your principal place of business or domicile is and/or the Copyright Act. SKS Creative shall also be entitled to seek an injunction to stop any such unauthorized uses of the Work Product. 
 

You hereby grant to SKS Creative an irrevocable, perpetual, and worldwide license to use the Work Product for promotional or advertisement purposes on its Website, Platform, or elsewhere.
 

Section 9 – SKS Creative Intellectual Property. 

 

The contents of our Website and Platform are protected by United States and international copyright laws. The contents of our Website and Platform are owned exclusively by SKS Creative or licensed to us. You may not, and may not cause or encourage others to, reproduce, distribute, display, sell, transfer, assign, license or use for commercial purposes any copyrighted material on our Platform or Website (the “Intellectual Property”) without our prior written consent. All rights not expressly granted in these Terms are reserved to SKS Creative. 

 

SKS Creative and its name, logos, slogans, or otherwise are trademarks or service marks ("Marks") of SKS Creative. All rights in these Marks are reserved by SKS Creative. You may not use any SKS Creative-provided Marks or other logos or graphics, without our prior written consent, except that you have a license to use our byline on the footer of your website. 

 

We grant you a limited, revocable, non-transferable and non-exclusive license to access and make personal use of our Website and Platform. This limited license does not include the right to: (a) republish, redistribute, transmit, sell, license or download the Website or any and/or all content except as is necessary to view and/or use our Website; (b) make any use of the Website or any and/or all content other than uses consistent with the Services or exploring the Services; (c) modify, reverse engineer or create any derivative works based upon either the Website or any and/or content; (d) collect account information for the benefit of yourself or another party; or (e) use software robots, spiders, crawlers, or similar data gathering and extraction tools, or take any other action that may impose an unreasonable burden or load on our infrastructure. You must retain, without modification, all proprietary notices on the Website or affixed to or contained in the Website.

 

Any unauthorized use by you of the Website or Platform automatically terminates this license without prejudice to any other remedy provided by applicable law or these Terms. 

 

Section 10 – Payment, Billing, Other

 

When you provide payment information, you represent and warrant that the information you provide is accurate, that you are authorized to use the payment method provided, and that you will notify us of changes to the payment information. We reserve the right to utilize third party payment card updating services to obtain current expiration dates on credit cards and debit cards. By providing a credit card, you represent and warrant that you authorize us to charge your payment method for all charges you incur for your purchase of a Subscription Service or any of our other Services. You agree that you are responsible to pay for and will pay for all such charges. If you have signed up for a subscription and your payment is denied, you will be responsible for fee of fifty dollars ($50.00) which is not a penalty but rather is ‘liquidated damages’ for our reasonable administrative costs in contacting you for new payment, etc. Failure to keep a valid payment method does not constitute cancellation of a Subscription Service and your subscription will continue until cancelled in accordance with these Terms. 

 

If you have enrolled in Subscription Service, you expressly acknowledge and agree that: (1) SKS Creative (or our third-party payment processing company or application) is authorized to charge you on a monthly or other basis for the price of your chosen subscription, including taxes and other fees, for as long as your subscription continues; and (2) your subscription is continuous until you cancel it or we suspend or terminate the subscription. 

 

The initial monthly or yearly recurring charges for your subscription will be set forth during the purchase process. The amount you are charged may vary depending on the preferences you select and may be adjusted in accordance with these Terms. You are responsible for all charges with respect to an untimely cancellation. 

 

Section 11 – Your Content

 

If you send submissions of any kind, with or without a request from us, including ideas, suggestions, proposals, plans, or other materials, whether online, by email, or otherwise (“Submissions”), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any Submissions that you forward to us. This does not include any Confidential Information (as defined below) that you send to us. We are and shall be under no obligation (1) to maintain any Submissions in confidence; (2) to pay compensation to you for any Submissions; or (3) to respond to any Submissions. By you submitting Submissions to us, you hereby transfer and assign any claim to any rights that you may have had in those Submissions and do so with full acknowledgment of the same. You agree that your Submissions will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. We take no responsibility and assume no liability for any Submissions submitted by you.

Section 12 – Third Party Links

 

Our Platform, Website and any content thereof may contain links to third-party web sites or services that are not owned or controlled by us. SKS Creative has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party web sites or services. You further acknowledge and agree that SKS Creative shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services. By using the Services and our Platform, you expressly waive us, our employees, agents, contractors, affiliates, successors and principals from all liability arising from your use of any third-party website. 

 

We strongly encourage you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.

 

Section 13 – Copyright Infringement

 

If you believe that your copyright has been infringed by SKS Creative, please immediately send us a notice to support@sks-creative.com. We respond to notices of copyright infringement immediately and take any such allegations seriously. 

In your email, please include the following: 

  • Identification of the copyrighted work(s) that you claim has been infringed;

  • A description of the material that you claim is infringing and the location of that material;

  • Your address, telephone number and email address;

  • A statement by you that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

  • A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
     

Section 14 – Term & Errors

 

These Terms will remain active and in full force and effect so long as they are posted on our Website.

 

Occasionally there may be information on our Website that contains typographical errors, inaccuracies or omissions that may relate to descriptions, pricing, promotions, offers, and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or change Services if any information is inaccurate at any time (including after you have agreed to a type of Service).

 

Section 15 - Disclaimer

 

OUR WEBSITE, PLATFORM, AND SERVICES ARE PROVIDED 'AS IS' AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, SKS CREATIVE AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, THIRD PARTY PROVIDERS AND AFFILIATES, EXCLUDE ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE. WE EXPRESSLY DISCLAIM ANY LIABILITY FOR LOSS OR DAMAGE SUSTAINED BY YOU AS A RESULT OF THE ACCESSING AND USE OF THE PLATFORM, OUR WEBSITE, OR OUR SERVICES. 

 

Section 16 – Limitation of Liability

 

SKS Creative shall not be liable for delay or failure in performance for causes beyond our control or any other damage which does not result from a breach of our obligations under these Terms.


 

WE SHALL NOT BE LIABLE TO YOU FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NOR SHALL WE BE HELD LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND OUR REASONABLE CONTROL. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED THE TOTAL AMOUNT YOU PAID SKS CREATIVE FOR THE SERVICES. 

 

YOU AGREE THAT NO CLAIMS OR ACTION IN CONTRACT, WARRANTY, OR IN TORT (INCLUDING NEGLIGENCE) ARISING OUT OF, OR RELATED TO, THE USE OF OUR WEBSITE, OUR SERVICES, OR THESE TERMS MAY BE BROUGHT MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION RELATING TO SUCH CLAIM OR ACTION AROSE. IF YOU ARE DISSATISFIED WITH OUR SERVICES, TERMINATION IS YOUR SOLE REMEDY.  WE HAVE NO OTHER OBLIGATION, LIABILITY, OR RESPONSIBILITY TO YOU.

 

Section 17 – Indemnification

 

You agree to defend, indemnify and hold SKS Creative, its agents, employees, directors, officers, owners, etc. harmless for any loss, damages or costs, including reasonable attorneys' fees, resulting from any third party claim, action, or demand arising from (i) your use of the Website or Platform in violation of any law, rule, regulation, (ii) your breach of these Terms; or (iii) any intellectual property claims brought by a third-party arising out information, documents, photos, content or otherwise provided by you. 

 

Section 18 – General Provisions

 

  1. Entire Agreement.  These Terms contains the entire agreement between you and SKS Creative except for any Services-specific information found on our Website or any additional agreements SKS Creative asks or requires you to sign. 

  2. Waiver.  The failure by SKS Creative to enforce any provision of these Terms shall not be construed as a waiver or limitation of our right to subsequently enforce and compel strict compliance with every provision of this Agreement.

  3. Assignment.  You may not assign, pledge, delegate, or otherwise transfer any of your rights or obligations under this Agreement without SKS Creative prior written consent. 

  4. Relationship. Nothing in these Terms shall create, or is intended to create an agency, employment, franchise, joint venture, or partnership relationship between you and SKS Creative.

  5. Confidentiality. Any information transferred to SKS Creative that is confidential in nature shall be kept confidential by SKS Creative (“Confidential Information”). It is your duty to tell us what information is included as Confidential Information. 

  6. Applicable Law/Dispute Resolution.  This Agreement shall be governed by the laws of the State of California. Any dispute arising from this Agreement shall be subject to binding arbitration. The prevailing Party in any dispute shall be entitled to recover its/his/her reasonable attorney’s fees and costs. The governing rules shall be the rules, then-implemented, by the American Arbitration Association commercial division. SKS Creative and you agree that any such final decisions may be presented to a court of competent jurisdiction for purposes of being confirmed as a judgment enforceable under the law in which that party is domiciled or where their headquarters are located. Should either party forego arbitration, that party shall be barred from recovering their attorneys’ fees or costs. 

  7. Notices. All notices are recommended to be sent via email to support@sks-creative.com.

  8. Severability.  If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.  If an arbitrator or panel of arbitrators finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

  9. Updates. We recommend that you check the Terms periodically for updates. 

 

Section 19 – Questions

 

If you have any questions or comments regarding these Terms, please feel free to contact us by email at support@sks-creative.com.