Terms of Service

Last Updated: 1 October 2025

These Terms of Service (the "Agreement") govern the relationship between Upwise LLC, trading as Atlantis Pro Web Development Agency ("Atlantis Pro," "we," "us," or "our") and you, the client or user ("Client" or "you"), regarding the development, design, maintenance, and related services we provide, including those related to the Shopify platform.

By engaging Atlantis Pro for any services, you agree to be bound by these Terms of Service.

1. Services Provided

1.1. Scope of Work

Atlantis Pro will provide the web development and design services as outlined in a separate, written Statement of Work (SOW), Proposal, or Service Agreement executed by both parties. This may include, but is not limited to, Shopify theme customization, app integration, site setup, performance optimization, and ongoing maintenance.

1.2. Shopify Platform

Atlantis Pro primarily works within the Shopify ecosystem. The Client acknowledges that services are dependent on the functionalities and limitations of the Shopify platform. Atlantis Pro is not responsible for any changes, outages, or technical issues originating from the Shopify platform itself.

2. Client Responsibilities

2.1. Content and Materials

The Client is solely responsible for providing all necessary content (text, images, logos, videos, product data, etc.) required for the project in a timely manner. Delays in content submission may result in project timeline delays and associated fees.

2.2. Legal Ownership and Rights

The Client guarantees that they own or have obtained all necessary licenses, permissions, and intellectual property rights for all content and materials provided to Atlantis Pro. The Client will indemnify Atlantis Pro against any claim arising from the use of content provided by the Client.

2.3. Account Access

The Client agrees to provide Atlantis Pro with the necessary administrative access (e.g., Shopify admin, hosting credentials) to complete the agreed-upon services. The Client is responsible for maintaining the security of their accounts and passwords.

3. Payment and Fees

3.1. Project Fees: All fees and payment schedules will be detailed in the Proposal or SOW. Unless otherwise agreed, project work will not commence until an agreed-upon deposit or initial payment has been received.

3.2. Late Payments: Atlantis Pro reserves the right to suspend all services, including development work and site maintenance, until outstanding invoices are paid in full. Late payments may be subject to a late fee of 5% per month, or the maximum amount permitted by law.

3.3. Taxes: The Client is responsible for all applicable local, state, federal, and international taxes associated with the services rendered, excluding Atlantis Pro's income taxes.

4. Project Completion and Acceptance

4.1. Testing and Review: Upon completion of the contracted services, Atlantis Pro will present the work to the Client for review. The Client will have a period of 5 days (the "Acceptance Period") to review the final deliverables and notify Atlantis Pro of any necessary revisions that fall within the scope of the original SOW.

4.2. Acceptance: If the Client fails to provide feedback within the Acceptance Period, the deliverables will be deemed accepted. Once accepted, any further revisions will be considered new work and will be billed separately at Atlantis Pro's standard hourly rate.

5. Intellectual Property

5.1. Client IP: All original content, materials, and trademarks provided by the Client remain the exclusive property of the Client.

5.2. Developer IP: Upon receipt of final payment, Atlantis Pro transfers ownership of the custom-developed visual elements and code specifically created for the Client as part of the project.

5.3. Pre-existing & Tools IP: Atlantis Pro retains the right to use and reuse any non-client-specific code, template structures, frameworks, development tools, internal libraries, and generalized know-how developed or utilized during the project. The Client is granted a non-exclusive, perpetual license to use these elements solely for the operation of their specific website.

6. Warranty and Limitation of Liability

6.1. Warranty Period: Atlantis Pro warrants that the custom code developed as part of the project will function as described in the SOW for a period of 30 days following Acceptance. This warranty does not cover issues caused by:

  • Changes made by the Client or a third party to the code.
  • Changes to the Shopify platform or third-party applications.
  • Browser incompatibility or user error.

6.2. Limitation of Liability: Atlantis Pro’s total liability to the Client for any claim arising from this Agreement shall not exceed the total amount of fees paid by the Client to Atlantis Pro for the specific services that are the subject of the claim. Atlantis Pro shall not be liable for any indirect, incidental, punitive, or consequential damages, including loss of profits, data, or business interruption.

7. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of laws principles. Any legal actions or proceedings arising out of this Agreement shall be brought exclusively in the courts located in Sheridan County, Wyoming.

8. Changes to Terms

Atlantis Pro reserves the right to update and change the Terms of Service by posting updates and changes to our website. You are advised to check the Terms of Service from time to time for any updates or changes that may impact you.