Welcome. These Terms of Service ("Terms") form a binding agreement between you ("you," "Client") and Oasis Media Group LLC, a Florida limited liability company ("Oasis," "we," "us," or "our"). They govern your use of our website, services, and products, including ShepherdOS.
1. Acceptance of Terms
By accessing our website, requesting a quote, signing a Statement of Work, or otherwise using our services or products, you agree to be bound by these Terms and our Privacy Policy. If you do not agree, do not use our website, services, or products.
If you are entering into these Terms on behalf of a company, ministry, school, or other entity, you represent that you have authority to bind that entity to these Terms, and "you" refers to that entity.
2. Description of Services
Oasis provides creative, technical, and strategic services to churches, schools, ministries, creators, and small businesses, including but not limited to:
- Web design and development
- Video production, editing, and aerial cinematography
- App and software development
- Search engine optimization (SEO) and social media strategy
- AI products and platforms, including ShepherdOS
- Managed hosting, ongoing support, and maintenance services
The specific services we provide to you will be described in a Statement of Work, proposal, invoice, or other written agreement signed by both parties (each a "SOW"). To the extent a signed SOW conflicts with these Terms, the SOW controls for that engagement.
3. Eligibility
You must be at least 18 years old and legally able to enter into a contract to use our services. Our public website is not directed at children under 13. For information about minors using our ShepherdOS product in school settings, see Section 9 and our Privacy Policy.
4. Project Engagement
A project begins when both parties sign a SOW or you accept a proposal in writing (including by email) and pay the required deposit. The SOW will describe:
- The scope of services and deliverables
- The project timeline and key milestones
- Fees, payment schedule, and any out-of-pocket expenses
- Number of revision rounds included
- Any third-party services, software, or licenses required
Change Requests & Scope Changes
Work outside the original scope ("change requests") will be quoted separately and require your written approval before we begin. We are not obligated to perform out-of-scope work until you have approved it in writing and paid any required additional deposit.
Revisions
Each SOW specifies the number of revision rounds included. Additional revisions are billed at our then-current hourly rate.
5. Client Responsibilities
To deliver our services effectively, we rely on you to:
- Provide accurate, complete, and timely information, content, feedback, and approvals
- Deliver assets (logos, copy, photos, videos, brand guidelines) by agreed deadlines
- Designate a single point of contact authorized to make decisions for your organization
- Make timely payments per the SOW
- Hold all necessary rights, licenses, and consents for any content, materials, or assets you provide to us
- Comply with all applicable laws, including those governing your industry
Delays caused by missing content, late approvals, or non-payment may shift project timelines. Projects stalled for more than 30 days due to Client inaction may be paused and require a reactivation fee.
6. Payment Terms
Fees
Fees for each engagement are stated in the SOW. Unless the SOW says otherwise, all fees are in U.S. dollars and exclusive of taxes. You are responsible for any sales, use, or similar taxes (excluding taxes on our income).
Deposits & Payment Schedule
Unless otherwise stated, projects require a non-refundable deposit of 50% to begin work, with the remaining balance due on delivery. For larger or longer engagements, the SOW may set milestone-based payments.
Invoices & Late Payments
Invoices are due upon receipt unless the SOW specifies different terms (e.g., Net 15 or Net 30). Past-due amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by Florida law. We may suspend services, withhold deliverables, or terminate the engagement if invoices are not paid within 30 days of the due date.
Recurring Services & Subscriptions
Hosting, ShepherdOS subscriptions, maintenance retainers, and other ongoing services renew automatically per the SOW. You may cancel a recurring service by giving us 30 days' written notice prior to the next renewal date.
Refunds
Deposits are non-refundable. Fees for completed work, services rendered, or third-party costs already paid on your behalf (such as domain registration, software licenses, or stock media) are non-refundable. Other refunds, if any, will be addressed in the SOW or at our discretion.
Chargebacks
If you dispute a charge that we determine was valid, you agree to pay the disputed amount plus any chargeback fees and reasonable costs of collection.
7. Intellectual Property
Your Content
You retain all rights to content, materials, and assets you provide to us ("Client Content"). You grant us a non-exclusive, worldwide license to use Client Content as necessary to perform the services.
Final Deliverables
Upon full payment of all fees due under the applicable SOW, we assign to you the rights necessary for you to use the final deliverables for the purpose described in the SOW. Specifically:
- For custom websites and software: you receive a perpetual license to the final code, designs, and content delivered, for use in connection with your business
- For video and creative deliverables: you receive the rights specified in the SOW (typically a worldwide, royalty-free license for your stated use)
Our Tools, Processes & Pre-Existing IP
We retain all rights to our pre-existing intellectual property, methodologies, processes, templates, code libraries, frameworks, and tools — including the ShepherdOS platform — that we use to deliver services. To the extent any of these are incorporated into a deliverable, we grant you a non-exclusive, non-transferable license to use them as part of that deliverable.
Third-Party Components
Deliverables may include third-party software, fonts, stock media, or open-source components. Your use of those components is governed by the applicable third-party license, and you are responsible for complying with those licenses (and paying any applicable third-party fees) on an ongoing basis.
Portfolio & Promotional Use
Unless you tell us otherwise in writing, you grant us the right to display the deliverables and reference your name, logo, and likeness as part of our portfolio, case studies, social media, proposals, and marketing materials.
8. Confidentiality
Each party may receive confidential information from the other during the engagement. Each party agrees to (a) protect the other's confidential information using at least reasonable care, (b) use it only to perform under these Terms, and (c) not disclose it to third parties except to employees, contractors, or advisors who need to know and are bound by similar obligations.
This section does not apply to information that is publicly available, independently developed, lawfully received from a third party, or required to be disclosed by law (with reasonable notice to the other party where permitted).
9. ShepherdOS — Additional Terms
ShepherdOS is our proprietary AI assistant for schools. Use of ShepherdOS is subject to these Terms plus the following:
- License. Subject to your payment of subscription fees, we grant you a non-exclusive, non-transferable, non-sublicensable license to use ShepherdOS for the school(s) named in your subscription
- School authorization & COPPA. For users under 13, the school acts as the verified educational authority providing parental consent under the COPPA school-authorization model. Schools agree to provide notice to parents as required by law
- Data Processing. Student data is processed per our Data Processing Addendum, which forms part of the ShepherdOS subscription and overrides any conflicting terms here for that data
- Acceptable use. You will not (and will not allow others to) reverse-engineer, resell, white-label, or use ShepherdOS to develop a competing product
- AI output disclaimer. ShepherdOS uses artificial intelligence. AI output may contain inaccuracies or omissions, and should be reviewed by qualified educators before being relied on for educational decisions
10. Warranties & Disclaimers
We warrant that the services will be performed in a professional and workmanlike manner consistent with industry standards.
11. Limitation of Liability
Some jurisdictions do not allow certain limitations of liability, so portions of this section may not apply to you.
12. Indemnification
You agree to defend, indemnify, and hold harmless Oasis Media Group LLC and its members, officers, employees, and contractors from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:
- Your breach of these Terms or any SOW
- Client Content you provide to us or instruct us to use
- Your use of our deliverables, services, or products in violation of law
- Your or your end users' actions that violate the rights of any third party
13. Term & Termination
Term
These Terms remain in effect while you use our services or products or have an active SOW with us.
Termination for Convenience
Either party may terminate a SOW for convenience by giving the other party 30 days' written notice. Upon termination, you remain responsible for all fees incurred through the termination date plus any non-refundable third-party costs and any portion of the deposit.
Termination for Cause
Either party may terminate immediately if the other party materially breaches these Terms or the SOW and fails to cure that breach within 15 days after written notice.
Effect of Termination
Upon termination: (a) all amounts owed become immediately due, (b) we will deliver work-in-progress in its then-current state with no warranty, (c) all licenses granted to you for unpaid work are revoked, and (d) provisions that by their nature should survive (including Sections 7, 8, 10, 11, 12, 15, 16, and 17) will survive.
14. Force Majeure
Neither party is liable for delay or failure to perform caused by events beyond reasonable control, including acts of God, hurricanes and severe weather, fire, flood, war, terrorism, civil unrest, pandemics or public health emergencies, government action, internet or utility outages, supplier failures, or labor disturbances. The affected party will use reasonable efforts to resume performance as soon as practical.
15. Governing Law
These Terms are governed by the laws of the State of Florida, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
16. Dispute Resolution
Informal Resolution
Before filing any formal claim, the parties will try in good faith to resolve disputes informally by contacting each other in writing within 30 days.
Venue & Jurisdiction
Any lawsuit arising out of or relating to these Terms must be brought exclusively in the state or federal courts located in Escambia County, Florida, and each party consents to personal jurisdiction and venue there.
Waiver of Jury Trial & Class Actions
To the maximum extent permitted by law, each party waives any right to a jury trial and to participate in any class, collective, or representative action.
Attorneys' Fees
In any action to enforce these Terms, the prevailing party is entitled to recover reasonable attorneys' fees and costs.
17. General Provisions
Independent Contractor
We are an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, employment, or franchise relationship.
Notices
Notices to us must be sent to the contact information in Section 18. Notices to you may be sent to the email or address on your most recent SOW or account.
Assignment
You may not assign these Terms or any SOW without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of substantially all of our assets.
Severability
If any provision of these Terms is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.
No Waiver
Our failure to enforce any provision is not a waiver of our right to do so later.
Entire Agreement
These Terms, together with the applicable SOW and our Privacy Policy, are the entire agreement between the parties regarding their subject matter and supersede any prior agreements or understandings.
Modifications
We may update these Terms from time to time. Material changes will be posted on this page with a new Effective Date. Continued use of our services after the Effective Date constitutes acceptance of the updated Terms.
18. Contact Us
If you have questions about these Terms or want to send a formal notice, please contact us: