Terms of Service

Agreement to Terms

These Terms of Service ("Terms") govern your access to and use of the Overly Caffeinated website and services (collectively, the "Services"). By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use our Services.

Services Description

Overly Caffeinated provides web consulting, custom web development, team augmentation, eCommerce solutions, and API development and integration services. The specific terms of each engagement will be outlined in a separate service agreement or statement of work ("SOW").

Use of Services

Eligibility

You must be at least 18 years old and able to form a binding contract to use our Services. By using our Services, you represent and warrant that you meet these requirements.

Acceptable Use

You agree to use our Services only for lawful purposes and in accordance with these Terms. You agree not to:

• Use the Services in any way that violates applicable laws or regulations
• Impersonate or attempt to impersonate Overly Caffeinated or any other person or entity
• Engage in any conduct that restricts or inhibits anyone's use of the Services
• Use any automated system to access the Services in a manner that sends more requests than a human can reasonably produce
• Introduce viruses, malware, or other malicious code
• Attempt to gain unauthorized access to any portion of the Services

Service Agreements and Payment

Project Scope

All development projects, consulting engagements, and team augmentation services will be governed by a separate written agreement or SOW that outlines the scope, deliverables, timeline, and fees for the specific engagement.

Fees and Payment

Payment terms will be specified in your service agreement or SOW. Unless otherwise stated, all fees are in U.S. dollars and are non-refundable. You agree to pay all fees according to the payment schedule outlined in your agreement. Late payments may be subject to interest charges and may result in suspension of services.

Changes to Fees

We reserve the right to change our fees at any time. Any fee changes will not affect existing service agreements and will only apply to new engagements or renewals.

Intellectual Property

Ownership of Deliverables

Unless otherwise specified in your service agreement or SOW, upon full payment of all fees, you will own the custom code and deliverables created specifically for your project. We retain ownership of our pre-existing code, frameworks, libraries, tools, and methodologies used in delivering the Services.

License to Use Our Tools

Any pre-existing tools, frameworks, or code we provide as part of the Services are licensed to you for use with the deliverables only. We retain all rights to these tools and may use them in other projects.

Third-Party Components

The Services may include third-party open-source software, libraries, or frameworks subject to their own licenses. You are responsible for complying with the terms of any third-party licenses.

Our Trademarks

The Overly Caffeinated name, logo, and any other trademarks or service marks are the property of Overly Caffeinated and may not be used without our prior written consent.

Confidentiality

We respect the confidentiality of your business information. We will not disclose any confidential information you provide to us except as required by law or as necessary to provide the Services. If your project requires a formal non-disclosure agreement (NDA), this will be addressed in a separate agreement.

Warranties and Disclaimers

Limited Warranty

We warrant that we will perform our Services in a professional and workmanlike manner consistent with industry standards. Any specific warranties related to deliverables will be outlined in your service agreement or SOW.

Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OR YOUR SERVICE AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL OVERLY CAFFEINATED BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR USE, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE AMOUNT YOU PAID TO US FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Indemnification

You agree to indemnify, defend, and hold harmless Overly Caffeinated and its officers, employees, and agents from and against any claims, liabilities, damages, losses, and expenses arising out of or in any way connected with your use of the Services or your violation of these Terms.

Term and Termination

Term

These Terms remain in effect while you use our Services. Specific project terms and duration will be outlined in your service agreement or SOW.

Termination

We may suspend or terminate your access to the Services at any time if you violate these Terms. You may terminate your use of the Services at any time. Termination terms for specific engagements will be outlined in your service agreement or SOW. Upon termination, you remain responsible for any outstanding fees.

Effect of Termination

Upon termination, your right to use the Services immediately ceases. Provisions of these Terms that by their nature should survive termination shall survive, including but not limited to ownership provisions, warranty disclaimers, and limitations of liability.

Dispute Resolution

Governing Law

These Terms shall be governed by and construed in accordance with the laws of the United States, without regard to its conflict of law provisions.

Arbitration

Any dispute arising out of or relating to these Terms or the Services shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in a mutually agreed-upon location, and judgment on the award may be entered in any court having jurisdiction.

Exceptions to Arbitration

Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.

General Provisions

Changes to Terms

We reserve the right to modify these Terms at any time. We will notify you of any material changes by posting the updated Terms on our website and updating the "Last Updated" date. Your continued use of the Services after such changes constitutes your acceptance of the new Terms.

Entire Agreement

These Terms, together with any service agreements or SOWs, constitute the entire agreement between you and Overly Caffeinated regarding the Services and supersede all prior agreements and understandings.

Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

Waiver

No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms or any rights hereunder without restriction.

Contact Information

If you have any questions about these Terms, please contact us: