TINYK LLC, a limited liability company organized under the laws of West Virginia with an address at 117 State Route 34 PMB 7028 Hurricane, WV 25526 ("TINYK LLC” or “Carly")
Any individual or entity that subscribes to TINYK LLC's monthly Webflow development service by making a payment for the service ("you" or "the Client")
Together, the above are referred to as the "parties.”
These terms of service ("the Agreement") govern your use of Carly’s monthly Webflow development service ("the Service").
BY MAKING A PAYMENT FOR THE SERVICE, YOU AGREE TO BE BOUND BY THIS AGREEMENT.
2. Representations and Warranties
2.1 You represent and warrant that you have the right to enter into this Agreement. TINYK LLC represents and warrants that it will provide the Service in a professional manner.
3. Use of the Service
3.1 Carly will provide a Webflow development service to you on a monthly subscription basis.
3.2 You may use the Service for any number of Webflow websites you have upon Carly’s approval. While Carly accepts unlimited requests and revisions, output volume depends on many factors, namely on the total request volume and complexity. Carly will make reasonable efforts to work with you to accommodate any priority items and your timelines, but suggests you do not use the Service for urgent, time-sensitive requests.
3.3 When Carly delivers work to you, you agree to review all work for any errors or omissions and notify if any changes or corrections are needed. Carly will make reasonable efforts to accommodate rush edits in order to correct any mistakes for which you notify. If you notify of any errors after you have paused, canceled, or otherwise terminated your subscription, Carly is not required to but does intend to try to work with you to make error corrections.
3.4 You are the owner and/or controller of all of your information, data or materials that you provide to Carly to use the Services (“Client Content”). By submitting Client Content, you are representing that you are the owner of such Client Content and/or have the necessary rights, licenses, and authorization to distribute it. You grant Carly a worldwide, royalty free, non-exclusive license to access and use Client Content to provide the Services.
3.5 You are, and will be, the sole and exclusive owner of all rights, title, and interest in and to the deliverables, including all intellectual property rights therein. Carly agrees that with respect to any deliverables that may qualify as “work made for hire” as defined in 17 U.S.C. §101, such deliverables are deemed a “work made for hire” for you. To the extent that any deliverables do not constitute a “work made for hire,” Carly irrevocably assigns you all right, title, and interest throughout the world in and to the deliverables, including all intellectual property rights therein. Notwithstanding the foregoing, the terms of this Section 3.5 are subject to your compliance with this Agreement, your full payment of applicable amounts due and the terms of Sections 3.6 and 6 below.
3.6 In the course of providing the Service, Carly may use certain pre-existing materials. Carly and the licensors are, and will remain, the sole and exclusive owners of all rights, title, and interest in and to any pre-existing materials. Carly grants you a perpetual, limited, royalty-free, non-transferable, non-sublicensable, worldwide license to use, display, and distribute any pre-existing materials to the extent incorporated in, combined with, or otherwise necessary for the use of the Services or deliverables. Carly expressly reserves all other rights in and to such pre-existing materials.
3.7 Carly does not support and will not tolerate this Service being used to discriminate against others, especially when based on race, religion, sex, sexual orientation, age, disability, ancestry, or national origin. You are not permitted to use this Service in a manner which would or would likely incite, promote or support such discrimination and you must not use the Service to incite or promote hostility or violence. If Carly believes in sole determination that your use of the Service is being used to discriminate, especially if based on race, religion, sex, sexual orientation, age, disability, ancestry, or national origin, Carly may permanently or temporarily terminate or suspend your access to the Service, without notice and liability for any reason.
4. Fees & Payment
4.1 You will pay the agreed-upon fee for the Service provided by Carly. Payment shall be made via Stripe, and payment is due in advance of the Service being provided. You will be charged for the Service each month until you pause or cancel. See section “Pausing or Canceling” for more information.
Carly reserves the right to change fees upon 14 days’ advance notice. By continuing to use the Service, you accept such changes. Carly is not required to notify you of temporary promotions or reductions in fees.
5. Pausing or Canceling
5.1 You may cancel or pause your subscription at any time by accessing your online payment portal, which is provided by Stripe, and will be furnished to you after making your first payment. To cancel or pause a subscription through your payment portal, you must follow the cancellation or pause instructions provided on the Stripe portal. You may also contact Carly to pause or cancel on your behalf.
5.2 If a subscription is canceled, you will continue to have access to the Service until the end of the current billing cycle.
5.3 If a subscription is paused, you will continue to have access to the Service through the end of your current billing cycle. You will not be billed for the paused period. If your subscription is paused for more than two (2) consecutive cycles, Carly reserves the right to require written approval before your subscription may be reactivated.
6.1 TINYK LLC reserves the right to deny refunds based on its own self discretion and without notice or liability to the Client. Refund requests are assessed on a case-by-case basis.
7. Termination of Subscription
7.1 TINYK LLC reserves the right to terminate, refuse, or deny any subscriptions at its sole discretion.
8. Confidential Information
8.1 For purposes of this Agreement, the term “Confidential Information” means non-public or proprietary information, including, without limitation, information relating to current or future business, products and services, research, images, development, design details and specifications, and marketing plans.
8.2 During the course of our relationship, you may disclose to TINYK LLC your Confidential Information. TINYK LLC agrees to hold in confidence and not disclose to any third party any of your Confidential Information, except as approved or directed in writing by you and will use your Confidential Information for no purpose other than for the Service. TINYK LLC will limit access to your Confidential Information to only those employees, officers, directors, contractors, representatives and agents who are involved in providing the Service to you. TINYK LLC will be responsible to you for any breach of this provision by our employees, officers, directors, contractors, representatives and agents.
8.3 During the course of the Service, TINYK LLC may similarly disclose to you its Confidential Information. You agree to hold in confidence and not disclose to any third party any of TINYK LLC’s Confidential Information, except as approved or directed in writing and will use Confidential Information for no purpose, except as permitted by this Agreement. You will limit access to any Confidential Information to only those employees, officers, directors, contractors, representatives, and agents to whom it is necessary to disclose any Confidential Information. You will be responsible to TINYK LLC for any breach of this provision by your employees, officers, directors, contractors, representatives, and agents.
8.4 Notwithstanding anything to the contrary in this Agreement, the following is not Confidential Information: (a) information that was in the public domain at the time of its disclosure or has entered the public domain without breach of this Agreement; (b) information that was already in the rightful possession of a party at the time of disclosure; (c) information that is independently developed by a party without breaching this Agreement; or (d) information that becomes known to a party, without restriction, from a third party source not directly or indirectly involving a breach of this Agreement.
8.5 The confidentiality obligations under this Agreement will survive for five (5) years after the termination of this Agreement.
9. Connection Interruptions
9.1 Carly does not guarantee or warrant that any communication channels used will be available and accessible at all times. Issues with hardware, software or other items may result in interruption delays or errors beyond Carly’s control. You agree that Carly shall not be liable to you for any loss, damage or inconvenience caused by your inability to access or use established communication channels during any interruption in the connection or service.
10. Showcasing Work
10.1 Carly reserves to right to share work provided to you under this Service on digital channels including social media, website, etc. unless otherwise agreed upon. You reserve the right to issue an NDA between yourself and Carly, which may in turn limit or void the right of Carly to share or publicly discuss work done for you under this Service.
11. Limitation of Liability
11.1 TINYK LLC and its organizers, members, employees, independent contractors, or agents shall not be liable under this Agreement to the Client or any third party for any direct, indirect, consequential, incidental, special or punitive damages, including lost profit, lost revenue, lost data, attorneys’ fees, court costs, fines, forfeitures or other damages or losses arising from Client’s use of the Service.
12. Compliance and Responsibility
12.1 You understand and agree that it is your responsibility to ensure that your website and its content comply with all applicable laws and regulations, including but not limited to laws related to data privacy, data processing, web accessibility, and GDPR. TINYK LLC does not assume any responsibility for your website's compliance with any such laws or regulations.
12.2 You agree to indemnify and hold TINYK LLC harmless from any claims, damages, or lawsuits arising from or related to your website, its content, or any failure to comply with applicable laws or regulations. You understand and agree that TINYK LLC shall not be liable for any damages or losses arising from any such claims, including but not limited to legal fees, fines, or penalties. You further acknowledge that TINYK LLC is not responsible for any errors or omissions in your website's content, and that you are solely responsible for reviewing and ensuring the accuracy and completeness of your website's content.
13.1 During the Agreement term and for a period of three (3) years thereafter, you shall not, directly or indirectly, solicit or encourage any person to leave the employment with TINYK LLC or any client (existing or potential) to exit from collaboration with TINYK LLC.
14. Governing Law & Jurisdiction
14.1 This Agreement shall be governed by and construed in accordance with the laws of West Virginia and any disputes arising out of or in connection with this Agreement shall be resolved by the courts of Putnam County, West Virginia.
15. Changes to the Terms of Service
15.1 TINYK LLC may revise and update this Agreement from time to time in its sole discretion. All changes are effective immediately when they are posted. For your convenience, TINYK LLC may give you a notice that changes have been posted. Your continued use of the Service following the posting of revised terms of service means that you accept and agree to the changes.
16.1 If any one or more of the provisions of this Agreement are for any reason held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement will be unimpaired and will remain in full force and effect, and the invalid, illegal or unenforceable provision(s) will be replaced by a valid, legal and enforceable provision or provisions that comes closest to the intent of the parties underlying the invalid, illegal or unenforceable provision(s).
17. Termination of Agreement
17.1 This Agreement will expire and terminate upon the cancelation, expiration, or termination of your subscription to the Service. All sections of this Agreement which by their nature should survive termination will survive termination, including but not limited to, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
18. Entire Agreement
18.1 If you have executed a separate agreement with TINYK LLC applicable to your access to and use of this Service, then the terms and conditions of that agreement prevail to the extent of any conflict with this Agreement. In all other cases, this Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior communications and proposals.