We’ll always do our best to fulfill your needs and meet your expectations, but it’s important to have things written down so that we both know what’s what, who should do what and when, and what will happen if something goes wrong. In this contract you won’t find any complicated legal terms or long passages of unreadable text. We’ve no desire to trick you into something that you might later regret. What we do want is what’s best for both parties, now and in the future.
We (the folks at Tiny Screen Labs LLC) run a design and development company comprised of products and services. This includes custom development delivered directly to you and Tiny Screen Labs plugins, mobile apps, websites and subscription service offerings that are made available through our website.
Some products are free. Some services are work for hire or hourly work. We also offer Software as a Service subscription services for mobile application design, development and publishing.
Terms of Service – Proprietary Software Agreement
Please read this Agreement carefully before accessing or using our Service. By accessing or using any part of our Service, you agree to become bound by the terms and conditions of this agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access our Service or use any products and services. If these terms and conditions are considered an offer by Tiny Screen Labs LLC, acceptance is expressly limited to these terms. Our Service is available only to individuals who are at least 13 years old.
Ownership: This Agreement does not convey to you title or ownership of the Software and Documentation, but only a right of limited use in accordance with this Agreement. All terms and conditions of this Agreement are material terms granted by this Agreement. TSL shall have sole and exclusive ownership of all right, title and interest in and to the proprietary TSL Mobile App Manager software and licensed works and all copies and portions thereof, existing as of the date hereof, and all modifications, enhancements and updates to and derivative works.
License Limitation: you acknowledge that the Software and other intellectual property rights therein are owned by TSL are protected by the copyright laws of the United States and other countries. You further acknowledge that the Software embody valuable confidential information of TSL. You agree to not challenge TSL ownership of the Software, and any material created or developed in connection with this agreement. You will hold the Software in confidence and agree not to use, copy, or disclose, nor permit any of your personnel to use, copy or disclose the Software for any purpose that is not specifically authorized under this Agreement, to include the following:
- General purpose server software packages that we build to support our platform which are utilized in a variety of projects. – this software has a single use license and cannot be resold or shared with other entities for a use that is not for your project.
- Specific use server software that we build for your project – this software is licensed to you. You are free to resell, delete, modify or extend as you see fit. This is the software that handles all the metrics and management features in the backend for your website and apps.
- iOS and Android source code is not transferred as part of this project. iOS and Android binary code – this is the compiled code, like buying a software package from Microsoft, that we publish to your developer account or our developer account, using your app package identifiers. You own this and the app ids that are related to these binary packages.
Software Modification: Except as permitted by law, Provider shall not, nor shall it permit any other party to, modify, disassemble, decompile, translate, adapt, extract, or reverse engineer any ideas, algorithms or procedures from the Software or any part thereof, or undertake any other efforts to create, discover or disclose the Software’s source code or methods or concepts embedded therein. You may not use the Software as a guide or template for the purposes of determining specifications or requirements for or in any way developing a similar or competing product. Provider shall not publish, display, disclose, rent, lease, modify, loan or distribute the Software, or create derivative works (including but not limited to translating any part of the Software into any other file format or language) based on the Software, or any part thereof. No identifying marks, copyright or proprietary right notices may be deleted from any copies of the Software made by or for Provider.
Custom design and development services: You have the authority to enter into this contract on behalf of yourself, your company or your organization. You’ll give us the assets and information we tell you we need. You’ll do this when we ask and provide it in the formats we ask for. You’ll review our work, provide feedback and approval in a timely manner too. Deadlines work two ways, so you’ll also be bound by dates we agree to together. You also agree to stick to the payment schedule set out at the end of this contract. We have the experience and ability to do everything we’ve agree with you and we’ll do it all in a professional and timely manner. We’ll endeavor to use our time and your money wisely, meet every deadline that’s set and on top of that we’ll maintain the confidentiality of everything you give us. However, if during the course of the engagement we encounter a situation that requires additional work, not contemplated in our agreement, we will contact you prior to proceeding with the necessary additional work.We create designs that adapt and are responsive to the capabilities of many devices and screen sizes. We create them iteratively. You’ll have plenty of opportunities to review our work and provide feedback.
If at any stage you change your mind about what you want delivered or aren’t happy with the direction our work is taking, you’ll pay us in full for the time we’ve spent working on it and may terminate this contract.
Unless agreed separately, we’re not responsible for inputting text or images into your content management system or creating every page on your website/app. We provide professional copywriting and editing services, so if you’d like us to create new content or input content for you, we’ll provide a separate estimate.
Graphics and photographs
You should supply graphic files in an editable, vector digital format. You should supply photographs in a high resolution digital format. If you choose to buy stock photographs, we can suggest stock libraries. If you’d like us to search for photographs for you, we can provide a separate estimate.
Changes and revisions
We don’t want to limit your ability to change your mind. The price at the beginning of this contract is based on the number of weeks that we estimate we’ll need to accomplish everything you’ve told us you want to achieve, but we’re happy to be flexible. If you want to change your mind or add anything new, that won’t be a problem as we’ll provide a separate estimate for those additional weeks. We’ll carry out our work in accordance with good industry practice and at the standard expected from a suitably qualified person with relevant experience. That said, you are accepting the software as-is, as we do not guarantee that our work will be error-free. So we can’t be liable to you or any third party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you’ve advised us of them.
In the unlikely event there are any disagreements regarding our services, any claims against its officers, agents, independent contractors and employees, as a result of this engagement, it must be brought within 30 days from the date our work product is delivered. Our maximum liability relating to services rendered under this letter shall be limited to the amount of fees paid during this contract. In addition, in no event shall TSL be liable for any direct, indirect, incidental, special, or consequential damages, or damages for los off profits, revenue, data or data use, incurred by you or any third party, arising from your access to our use of the applications or content you provided. And you won’t be liable to us or any third party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if we’ve advised you of them, for the portion of services or work product giving rise to liability. Finally, if any provision of this contract shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this contract and shall not affect the validity and enforceability of any remaining provisions.
Intellectual property rights
Just to be clear, “Intellectual property rights” means all source code, patents, rights to inventions, copyright (including rights in software) and related rights, trademarks, service marks, trade names, internet domain names, rights to goodwill or to sue for passing off, rights, in designs, database rights, rights in confidential information and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or shall subsist now or in the future in any part of the world.
First, you guarantee that all elements of text, images or other artwork you provide are either owned by you good selves or that you’ve permission to use them. When you provide text, images or other artwork to us, you agree to protect us from any claim by a third party that we’re using their intellectual property.
We guarantee that all elements of the work we deliver to you are either owned by us or we’ve obtained permission to provide them to you. When we provide text, images or other artwork to you, we agree to protect you from any claim by a third party that you’re using their intellectual property. Provided you’ve paid for the work and that this contract hasn’t been terminated, we’ll assign all intellectual property rights to you as follows:
You’ll own the website we design for you plus the visual elements that we create for it. We’ll own all the intellectual property rights and source code we’ve developed prior to or developed separately from this project and not paid for by you. We’ll own the unique combination of these elements that constitutes a complete design and we’ll license its use to you, exclusively and in perpetuity for this project only, unless we agree otherwise. Reference our Software license agreement for more information.
Displaying our work
We reserve the right to display all aspects of our creative work, including sketches, work in progress designs and the completed project on our portfolio and in articles on websites, in magazine articles and in books.
We issue invoices electronically. Our payment terms are due upon receipt. All proposals are quoted in USD. Payment can be made via credit cards. Our fee quote assumes you will supply us, as needed, with the materials described in the agreement. You agree to pay all charges associated with transfers of funds. The appropriate bank account details will be printed on our electronic invoice. We reserve the right to charge interest on all overdue debts and unpaid balances at the rate of 1% per month or part of a month. These are in addition to any legal or collection costs we incur and you hereby agree to reimburse us for, in collecting any past due balances.
- Tiny Screen Labs LLC may unpublish your mobile application if there is something it considers inappropriate or unlawful, or otherwise likely to cause Tiny Screen Labs LLC liability. You must immediately notify Tiny Screen Labs LLC of any unauthorized uses of your mobile application, your account or any other breaches of security. Tiny Screen Labs LLC will not be liable for any acts or omissions by You, including any damages of any kind incurred as a result of such acts or omissions.
- Responsibility of Contributors. If you make (or allow any third party to make) material available (any such material, “Content”), in the operation of a mobile application, post material for our Service, post links on our Service, or otherwise make (or allow any third party to make) material available by means of our Service (any such material, “Content”) or other services, you are entirely responsible for the content of, and any harm resulting from, that Content. That is the case regardless of whether the Content in question constitutes text, graphics, an audio file, or computer software. If a Mobile Application is unpublished or removed from the Tiny Screen Labs LLC Service, the Content associated with that Mobile App or Account will not be deleted. You should be aware that Tiny Screen Labs LLC is not required and may not keep back-up copies of mobile applications once a Mobile App is deleted. Additionally, Tiny Screen Labs LLC makes no guarantee, either during or after the term of this Agreement, that Your Content will be safely stored when using the WordPress service and you should independently backup and archive Your Content.
- Content. By making Content available, you represent and warrant that: the downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party; if your employer has rights to intellectual property you create, you have either (i) received permission from your employer to post or make available the Content, including but not limited to any software, or (ii) secured from your employer a waiver as to all rights in or to the Content; you have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms; the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content; the Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing); the Content is not pornographic, libelous or defamatory, does not contain threats or incite violence towards individuals or entities, and does not violate the privacy or publicity rights of any third party; your mobile application is not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, blogs and websites, and similar unsolicited promotional methods; Your mobile application is not named in a manner that misleads your readers into thinking that you are another person or company. For example, your site’s URL or name is not the name of a person other than yourself or company other than your own; and you have, in the case of Content that includes computer code, accurately categorized and/or described the type, nature, uses and effects of the materials, whether requested to do so by social network or otherwise. By submitting Content to tiny Screen Labs LLC for inclusion on your mobile application, you grant Tiny Screen Labs LLC a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content solely for the purpose of displaying, distributing and promoting your mobile application. If you delete Content, Tiny Screen Labs LLC will use reasonable efforts to remove it from our Service, but you acknowledge that caching or references to the Content may not be made immediately unavailable. Without limiting any of those representations or warranties, Tiny Screen Labs LLC has the right (though not the obligation) to, in Tiny Screen Labs LLC’s sole discretion, terminate or deny access to and use of our Service to any individual or entity for any reason, in Tiny Screen Labs LLC sole discretion. At any point, you can remove Your Content from Your Mobile App and cancel your account and Tiny Screen Labs LLC does not retain any license rights. Tiny Screen Labs LLC will have no obligation to provide a refund of any amounts previously paid.
- Payment/Refund. While we fully expect our plugin to work on any installation of WordPress, we do not guarantee that it will cooperate with all other plugins. We are not responsible for plugin compatibility conflicts. We are not responsible for the loss of any data that may occur as a result of installing the TSL Mobile App Manager plugin. We are not responsible for renewal fees for any third party plugins. You agree to pay Tiny Screen Labs LLC the annual subscription fees for support. There are no refunds for setup or unused months. All fees are exclusive of all taxes, levies, duties imposed by taxing organizations or authorities. You shall be responsible for payment excluding only the United States federal or state tax. There is a 30-day grace period for non renewing customers. After the 30 day grace period the mobile application is no longer under our update schedule and, if published under our Tiny Screen Labs LLC developer account, it may be removed from Apple and Google Play app stores for non compliance.
- Chargeback / Refund / Cancellation Policy Tiny Screen Labs will use reasonable efforts to have the application approved by the app store providers. Although we anticipate a highly likely approval, we do not and cannot guarantee acceptance. If your application is declined by the provider, you may cancel your service plan. However, there are no refunds under any circumstances. Please note that by purchasing this product you agree to these payment and refund terms. If you have a question about charges made to your account, please contact us immediately. If the charges were made in error, we will immediately credit your account or credit card account for the appropriate amount.
- Responsibility of Service Visitors. Tiny Screen Labs LLC has not reviewed, and cannot review, all of the material, including computer software, posted to our Service, and cannot therefore be responsible for that material’s content, use or effects. By operating our Service, Tiny Screen Labs LLC does not represent or imply that it endorses the material they posted, or that it believes such material to be accurate, useful or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. Our Service may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. Our Service may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. Tiny Screen Labs LLC disclaims any responsibility for any harm resulting from the use by visitors of our Service, or from any downloading by those visitors of content there posted.
- Content Posted on Other Services. We have not reviewed, and cannot review, all of the material, including computer software, made available through our Services and webpages to which tinyscreenlabs.com links, and that link to tinyscreenlabs.com. Tiny Screen Labs LLC does not have any control over those non -Tiny Screen Labs services and webpages, and is not responsible for their contents or their use. By linking to a non -Tiny Screen Labs website or webpage, Tiny Screen Labs LLC does not represent or imply that it endorses such website or webpage. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. Tiny Screen Labs LLC disclaims any responsibility for any harm resulting from your use of non-Tiny Screen Labs websites and webpages.
- Copyright Infringement and DMCA Policy. As Tiny Screen Labs LLC asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by tinyscreenlabs.com or any Tiny Screen Labs LLC mobile application violates your copyright, you are encouraged to notify Tiny Screen Labs LLC. Tiny Screen Labs LLC will respond to all such notices, including as required or appropriate by cancelling the account and deactivating the mobile application from our Service. In the case of a visitor who may infringe or repeatedly infringes the copyrights or other intellectual property rights of Tiny Screen Labs LLC or others, Tiny Screen Labs LLC may, in its discretion, terminate or deny access to and use of our Service. In the case of such termination,Tiny Screen Labs LLC will have no obligation to provide a refund of any amounts previously paid to Tiny Screen Labs LLC.
- Intellectual Property. This Agreement does not transfer from Tiny Screen Labs LLC to you any Tiny Screen Labs LLC or third party intellectual property or source code, and all right, title and interest in and to such property will remain (as between the parties) solely with Tiny Screen Labs LLC. Tiny Screen Labs LLC, Tiny Screen Labs, tinyscreenlabs.com, the tinyscreenlabs.com logo, and all other trademarks, service marks, graphics and logos used in connection with tinyscreenlabs.com, or our Service are trademarks or registered trademarks of Tiny Screen Labs LLC’s licensors. Other trademarks, service marks, graphics and logos used in connection with our Service may be the trademarks of other third parties. Your use of our Service grants you no right or license to reproduce or otherwise use any Tiny Screen Labs LLC or third-party trademarks.
- Changes. Tiny Screen Labs LLC reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. If we make changes that are material, we will let you know by sending you an email before the changes take effect. If you disagree with our changes, then you should stop using our Services within the designated notice period. Your continued use of our Services will be subject to the new terms. Your continued use of or access to our Service following the posting of any changes to this Agreement constitutes acceptance of those changes. Tiny Screen Labs LLC may also, in the future, offer new services and/or features through our Service (including, the release of new tools and resources and modification as well as termination of released features). Such new features and/or services shall be subject to the terms and conditions of this Agreement.
- Termination. Tiny Screen Labs LLC may terminate your access to all or any part of our Service at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your tinyscreenlabs.com account (if you have one), your requests must be submitted via email, firstname.lastname@example.org. The content will be disconnected from the mobile application. The app will be removed from the app stores. If you cancel our Service before the end of your current paid up period of time, you will not be charged again. Tiny Screen Labs LLC can terminate the Service immediately as part of a general shut down of our service. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
- Disclaimer of Warranties. Our Service is provided “as is”. Tiny Screen Labs LLC and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Tiny Screen Labs LLC nor its suppliers and licensors, makes any warranty that our Service will be error free or that access thereto will be continuous or uninterrupted. If you believe there has been a breach of this warranty you must notify TSL in writing within the Warranty Period.
- Limitation of Liability. In no event will Tiny Screen Labs LLC, or its suppliers or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement or substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to Tiny Screen Labs LLC under this agreement during the twelve (12) month period prior to the cause of action. Tiny Screen Labs LLC shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.
- Indemnification. You agree to indemnify and hold harmless Tiny Screen Labs LLC, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all liabilities, costs, claims and expenses, including without limitation, attorneys’ fees and expenses, incurred or arising out of your use of our Service, including but not limited to your violation of this Agreement.
- Miscellaneous. This Agreement constitutes the entire agreement between Tiny Screen Labs LLC and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of Tiny Screen Labs LLC, or by the posting by Tiny Screen Labs LLC of a revised version of this Agreement. Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of our Service will be governed by the laws of the state of Illinois, U.S.A., excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in Illinois, U.S.A. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in Illinois, U.S.A, in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorney’s’ fees. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; Tiny Screen Labs LLC may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.
Note: This Terms of Service document is available under a Creative Commons Sharealike license. The document is derived from the original work by Automattic Inc., San Francisco, California, authors of the world famous WordPress.com.
You and Tiny Screen Labs LLC agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Site, Services or Mobile Offering (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you and Tiny Screen Labs LLC are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Tiny Screen Labs LLC otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms of Service.
Arbitration Rules and Governing Law. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration athttp://www.adr.org/aaa/ShowPDF?doc=ADRSTG_004175. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Illinois and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
Arbitration Location and Procedure. Unless you and Tiny Screen Labs LLC otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Tiny Screen Labs LLC submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
Arbitrator’s Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. Tiny Screen Labs LLC will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.
Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Tiny Screen Labs LLC will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).