Terms and Conditions
CompensationThe total compensation for the development of the Project shall be as set forth in the Agreement. These payments may be paid in installments according to the schedule set forth under the Cost page.
TermThis Agreement shall become effective as of the time and date recorded by RightSignature.com upon signing by The Client, unless otherwise terminated in accordance with the provisions of of this Agreement under “Termination” below, will continue until the Services have been satisfactorily completed and Square 205 has been paid in full for such Services (the “Term”) [or on the expiration of the Warranty Period as defined by this Agreement.].
Completion and Support (Web & Mobile)Grace Period. Upon launch of Website or Application, the contract is complete and a five (5) day grace period begins where the client may ask for minor development changes that are identified as mistakes on the part of Square 205. Mistakes include only differences between the launched website and the final design proofs submitted and approved by the Client, typos or functionality errors. Any changes, additions, and/or design updates that do not qualify as mistakes will be handled separately. Support Period. Square 205 agrees to provide continued support for Application Systems for 30 days from the first day the Application is successfully approved in the app marketplace or launched on the web (the “Support Period”). The Support Period shall refer to any bugs or issues relating to the features specified in Statement of Work that could not be identified prior to launch, and not to create new functionality for the Website or Application. This support will be provided to the Client at no additional cost.
Timeliness and DelaysSquare 205 recognizes and agrees that failure to deliver the Project in accordance with the delivery schedule detailed in the Timeline of the Agreement will result in expense and damage to the Client. Square 205 shall inform the Client immediately of any anticipated delays in the delivery schedule and of any remedial actions being taken to ensure completion of the Project according to such schedule. The Client may not declare a breach, and Square 205 cannot be held in breach of this Agreement, of this section if such delay is caused by an action or failure of action of the Client. In such case, Square 205 will provide the Client with written notice of the delay and work on the Project will halt until the reason for the delay has been resolved by the Client and written notice of that resolution has been provided to Square 205. Content Delivery. Content must be delivered by the Client within two (2) business days of a request by Square 205. If in the event the client does not provide content within 2 days of the request, work on the Project may halt and the timeline extended. Approvals and Feedback. Client approval and/or feedback regarding designs and development must be provided within two (2) business days or it may affect timelines or any subsequent due dates. If in the event the client does not respond with actionable feedback within two (2) business days of the request, work on the Project may halt and the timeline extended. Re-Initiation. Approvals, Feedback and Content must be provided as outlined above. Any further wait time past two (2) weeks will adversely affect Square 205’s ability to provide services for other clients. In order to supplement the lost time, a $250 re-initiation fee must be delivered to proceed with services within 30 days of the request. Up to 60 days from the request, the total remaining balance plus the $250 re-initiation fee must be delivered to proceed with services. If services have not began within 60 days after a request of Content, Approval or Feedback the Agreement will be terminated and the Exit Clause enforced.
TerminationTypes of Termination. This Agreement may be terminated:
- By either Party for a material breach of any provision of this Agreement by the other Party, if the other Party’s material breach is not cured within three (3) days of receipt of written notice thereof. This shall include any delays to the timeline.
- By the Company at any time and without prior notice, if Square 205 is convicted of any crime or offense, fails or refuses to comply with the written policies or reasonable directives of the Client, or is guilty of serious misconduct in connection with performance under the Agreement.
Exit ClauseAfter confirmation of the order, if the Client initiates any retraction, cancellation or change of scope in the project, which adversely affects the project value, the full amount as quoted in this Agreement shall become due for payment to Square 205. Square 205 shall deliver work completed on “as is where is” basis upon receipt of a full payment by the Client.
Confidential InformationSquare 205 agrees, during the Term and thereafter, to hold in strictest confidence, and not to use, except for the benefit of the Client or to disclose to any person, firm, or corporation without the prior written authorization of the Client, any Confidential Information of the Client. “Confidential Information” means any of the Client’s proprietary information, technical data, trade secrets, or know-how, including, but not limited to, business plans, research, product plans, products, services, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information disclosed to Square 205 by the Client either directly or indirectly.
Parties’ Representations and WarrantiesThe Parties each represent and warrant as follows:
- Each Party has full power, authority, and right to perform its obligations under the Agreement.
- This Agreement is a legal, valid, and binding obligation of each Party, enforceable against it in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, or similar laws affecting creditors’ rights generally and equitable remedies).
- Entering into the Agreement will not violate the charter or bylaws of either Party or any material contract to which that Party is also a party.
- Square 205 has the right to control and direct the means, details, manner, and method by which the Services required by this Agreement will be performed.
- Square 205 has the experience and ability to perform the Services required by the Agreement.
- Square 205 has the right to perform the Services required by the Agreement at any place or location, and at such times as Square 205 shall determine.
- The Services shall be performed in accordance with and shall not violate any applicable laws, rules, or regulations, and Square 205 shall obtain all permits or permissions required to comply with such laws, rules, or regulations.
- The Services required by the Agreement shall be performed by Square 205, and the Client shall not be required to hire, supervise, or pay any assistants to help Square 205 perform such services.
- Square 205 is responsible for paying all ordinary and necessary expenses of itself or its staff.
- The Client will make timely payments of amounts earned by Square 205 and detailed in the Agreement.
- The Client shall notify Square 205 of any changes to its procedures affecting Square 205’s obligations under the Agreement at least three days prior to implementing such changes.
- The Client shall provide such other assistance to Square 205 as it deems reasonable and appropriate.
Website/Application Representations and WarrantiesPerformance. Square 205 hereby warrants and represents that for a period of 30 days following delivery of the Website to the Client pursuant to the Details of the Agreement (the “Support Period”), the Website will be free from programming errors and defects in workmanship and materials, and will conform to the specifications of the Details. If programming errors or other defects are discovered during the Support Period, Square 205 shall promptly remedy those errors or defects at its own expense. No Disablement. Square 205 hereby warrants and represents that the Application System, when delivered or accessed by the Client, will be free from material defects, and from viruses, logic locks, and other disabling devices or codes, and in particular will not contain any virus, Trojan horse, worm, drop-dead devices, trap doors, time bombs, or other software routines or other hardware component that could permit unauthorized access, disable, erase, or otherwise harm the Application System or any software, hardware, or data, cause the Application System or any software or hardware to perform any functions other than those specified in this Agreement, halt, disrupt, or degrade the operation of the Application System or any software or hardware, or perform any other such actions.
Nature of RelationshipIndependent Contractor Status. Square 205 agrees to perform the Services hereunder solely as an independent contractor. The Parties agree that nothing in the Agreement shall be construed as creating a joint venture, partnership, franchise, agency, employer/employee, or similar relationship between the Parties, or as authorizing either Party to act as the agent of the other. Square 205 is and will remain an independent contractor in its relationship to the Client. The Client shall not be responsible for withholding taxes with respect to Square 205’s compensation hereunder. Square 205 shall have no claim against the Client hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind. Nothing in this Agreement shall create any obligation between either Party and a third party. Indemnification of Client by Square 205. The Client has entered into the Agreement in reliance on information provided by Square 205, including Square 205’s express representation that it is an independent contractor and in compliance with all applicable laws related to work as an independent contractor. If any regulatory body or court of competent jurisdiction finds that Square 205 is not an independent contractor and/or is not in compliance with applicable laws related to work as an independent contractor, based on the Square 205’s own actions, Square 205 shall assume full responsibility and liability for all taxes, assessments, and penalties imposed against the Square 205 and/or the Client resulting from such contrary interpretation, including but not limited to taxes, assessments, and penalties that would have been deducted from Square 205’s earnings had Square 205 been on the Client’s payroll and employed as an employee of the Client.
Work for HireWork for Hire. Square 205 expressly acknowledges and agrees that any and all proprietary materials prepared by Square 205 under this Agreement shall be considered “works for hire” and the exclusive property of the Client unless otherwise specified. These items shall include, but shall not be limited to, any and all deliverables resulting from Square 205’s Services or contemplated by this Agreement, all tangible results and proceeds of the Services, works in progress, records, diagrams, notes, drawings, specifications, schematics, documents, designs, improvements, inventions, discoveries, developments, trademarks, trade secrets, customer lists, databases, software, programs, middleware, applications, and solutions conceived, made, or discovered by Square 205, solely or in collaboration with others, during the Term of this Agreement relating in any manner to Square 205’s Services. Additional Action to Assign Interest. To the extent such work may not be deemed a “work for hire” under applicable law, Square 205 hereby assigns to the Client all of its right, title, and interest in and to such work. Square 205 shall execute and deliver to the Client any instruments of transfer and take such other action that the Client may reasonably request, including, without limitation, executing and filing, at the Client’s expense, copyright applications, assignments, and other documents required for the protection of the Client’s rights to such materials. Notice of Incorporation of Existing Work. If Square 205 intends to integrate or incorporate any work that it previously created into any work product to be created in furtherance of its performance of the Services, Square 205 must obtain the Client’s prior written approval of such integration or incorporation. If the Client, in its reasonable discretion, consents, the Client is hereby granted an exclusive, worldwide, royalty-free, perpetual, irrevocable license to use, distribute, modify, publish, and otherwise exploit the incorporated items in connection with the work product developed for the Client.
No Conflict of Interest; Other ActivitiesSquare 205 hereby warrants to the Client that, to the best of its knowledge, it is not currently obliged under any existing contract or other duty that conflicts with or is inconsistent with this Agreement. During the Term, Square 205 is free to engage in other development activities; provided, however, Square 205 shall not accept work, enter into contracts, or accept obligations inconsistent or incompatible with the Square 205’s obligations or the scope of Services to be rendered for the Client pursuant to this Agreement.
Return of PropertyWithin three (3) days of the termination of this Agreement, whether by expiration or otherwise, or within three (3) days upon written request if no Agreement is to be had, each Party agrees to return to the other all products, samples, models, or other property and all documents, retaining no copies or notes, relating to the Party’s business including, but not limited to, reports, abstracts, lists, correspondence, information, computer files, computer disks, and all other materials and all copies of such material. Proposals and presentations created by Square 205 will remain the property of Square 205 at all times.
IndemnificationOf Client by Square 205. Square 205 shall indemnify and hold harmless the Client and its officers, members, managers, employees, agents, contractors, sublicensees, affiliates, subsidiaries, successors and assigns from and against any and all damages, liabilities, costs, expenses, claims, and/or judgments, including, without limitation, reasonable attorneys’ fees and disbursements (collectively, the “Claims”) that any of them may suffer from or incur and that arise or result primarily from (i) any gross negligence or willful misconduct of Square 205 arising from or connected with Square 205’s carrying out of its duties under this Agreement, or (ii) Square 205’s breach of any of its obligations, agreements, or duties under this Agreement. Of Square 205 by Client. The Client shall indemnify and hold harmless Square 205 from and against all Claims that it may suffer from or incur and that arise or result primarily from (i) the Client’s operation of its business, (ii) the Client’s breach or alleged breach of, or its failure or alleged failure to perform under, any agreement to which it is a party, or (iii) the Client’s breach of any of its obligations, agreements, or duties under this Agreement; provided, however, none of the foregoing result from or arise out of the actions or inactions of Square 205.
AmendmentsNo amendment, change, or modification of this Agreement shall be valid unless in writing and signed by both Parties.
Force MajeureA Party shall be not be considered in breach of or in default under this Agreement on account of, and shall not be liable to the other Party for, any delay or failure to perform its obligations hereunder by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that Party’s reasonable control (each a “Force Majeure Event”); provided, however, if a Force Majeure Event occurs, the affected Party shall, as soon as practicable:
- notify the other Party of the Force Majeure Event and its impact on performance under this Agreement; and
- use reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations hereunder.