Agreement Last Updated on 4/10/2012
This Terms & Conditions Agreement (the “Agreement”) between a Customer of Justice Web Solutions (hereinafter ‘Client’) and Justice Web Solutions LLC (hereinafter JS) is being entered into willingly by both parties who have a mutual interest and desire to do business together. This Agreement is to define the relationship between the Client and JS with respect to the services that will be provided by JS to Client. Any additions or changes to this Agreement by Client must be done so in writing as a separate addendum to this Agreement and signed either in person or via facsimile by both Client and JS. Any updates to this Agreement by any existing Client of JS will be notified accordingly via email.
1. Purpose of the Relationship & Business Procedure
The purpose of the relationship between JS and the Client is for JS to provide services such as (but not limited to) web programming, web development, and design services to the Client.
2. Facsimile/Scanned Signatures
Any signatures to this or any other document(s) during the relationship period between Client and JS which are either delivered and/or received by facsimile or via scanned images are considered legal and binding.
3. Payments, Change Requests, and Fees
Any change to the original work request by the client will be estimated out in a separate work order/request by JS and will be agreed to in writing by the client and JS before any change to the original scope/work order/request is performed.
Payments are made by milestone and outlined in the Work Order which may be a separate written document, or contained inside of an invoice. Payment of the invoice hereby binds the Client to the terms of this Agreement and the payment terms outlined in the Work Order /Invoice.
All payments are due via Google Checkout (where a credit card or bank account may be used) or via a check made by Fed Ex (must wait for check to clear)
4. Scheduling & Work Requests
Client is responsible for keeping up to date on all items scheduled to be completed by JS and must inform JS if a said project item or task is to be removed from the work list to be completed by JS before work is done on any said project item. If a particular item has been started, Client is only responsible for the hours already put into said project item, and will not be charged for the remaining estimated hour for the project item, unless specifically outlined in a separate addendum to this agreement.
5. 3rd Party Tools/Components/Photos etc.
Major programming software is the sole responsibility of JS. This includes such programs such as Visual Studio, Adobe Flash, Adobe Flex, Eclipse, Visual C# Studio, etc. Any 3rd party items or components which are available only by a license/purchase must be provided to JS by the Client. Examples of items not responsible by JS include, but are not limited to, 3rd party GridViews for .NET, Report Writers, Web Templates, PDF generators, Flex Component Suites, Stock Photos from Royalty Free sites such as iStockPhoto, Secure Server Certificates, Hosting Fees, Bandwidth Fees, Virus Protection Licenses for dedicated servers, etc.
6. Non-Payment of Fees.
Non-Payment of the fees specified in this Agreement/Work Order results in a stoppage of all services by JS until said monies are paid in full.
7. Notices, Dispute Resolution/Venue.
Except as otherwise specifically provided in this Agreement, any notices or disputes arising from this Agreement will need to be expressed and sent in writing via certified mail to the other party of which they will have thirty (30) business days to comply with the said request. Each party agrees to pay their own attorney or representation fees. Florida law will govern this Agreement and any dispute resolution actions.
8. Non-Waiver.
The failure of either party to exercise any of its rights under this Agreement for a breach thereof will not be deemed to be a waiver of such rights or a waiver of any subsequent breach.
9. No Authority to Bind.
Each party to this Agreement will have no authority to enter into contracts or Agreements on either party’s behalf. This Agreement does not create a partnership between the parties.
10. Legal Clearances.
Client is responsible for obtaining all legal clearances required for JS to complete the programming services described in this Agreement.
11. Indemnity.
The Client will indemnify, defend and hold JS harmless from and against any and all claims, suits, demands, damages, losses and expenses, including, without limitation, reasonable attorney’s fees and costs (collectively “Claims”), arising from the actions or omissions of the Client under this Agreement, except to the extent such Claims arise from the gross negligence or willful misconduct of JS. JS will indemnify, defend and hold the Client harmless from and against any and all Claims arising from the actions or omissions of JS under this Agreement, except to the extent such Claims arise from the gross negligence or willful misconduct of Client. JS cannot be held responsible for any speculative, consequential, or punitive damages (including but not limited to, damages for loss of profits or business interruption) arising out of the use of or inability to use the application or parts created by JS. In no event will JS liability exceed the actual sums actually paid to it hereunder.
12. Binding Terms.
All of the terms and provisions of this Agreement will be binding upon and inure to the benefit of and be enforceable by the respective heirs, executors, administrators, legal representatives, successors and assigns of the parties hereto.
13. Severable Provisions.
If any provision of this Agreement or its application to anyone or under any circumstances is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or non-enforcement will not affect or impair in any way the validity, legality or enforceability of the remainder of this Agreement and such will not invalidate or render unenforceable such provision or application in any other jurisdiction.
14. Execution Procedure.
This Agreement and its amendments may be executed in multiple copies, with each multiple copy to be deemed an original, but all multiple copies together constituting one and the same instrument.
15. Rights, Ownership & Usage
(a) All work product created for the Client or provided to the Client under this Agreement such as, but not limited to, source code, object code, artwork, schematic diagrams, etc., including, without limitation, any works of authorship resulting from JS’s services during the Term of this Agreement and any works in progress resulting from such services, will be works-made-for-hire and Client will be deemed the sole owner of any and all rights of every nature in such works, whether such rights are now known or hereafter defined or discovered, with the right to use the works in perpetuity in any manner Client determines in its sole discretion without any further payment to JS.
(b) Works-made-for-hire do not include subject matter that meets all of the following criteria: (1) is conceived, developed and created by JS on JS’s own time without using the Client’s equipment, supplies or facilities or any trade secrets or confidential information, (2) is unrelated to the actual or reasonably anticipated business or research and development of Client of which JS is or becomes aware; and (3) does not result from any work performed by JS for Client.
16. Joint Protection of Sensitive Information and Non Disclosure.
During the course of this Agreement, Client and JS may share information about their customers, contacts, business, and other proprietary information. This information is generally accepted to be of a sensitive nature and the release of this information either intentionally or unintentionally could have major repercussions on the business of Client and/or JS. Therefore all information conveyed to either Client or JS will be assumed to be proprietary, sensitive and confidential and any disclosure or release or conveyance of this information should always be cleared in writing from the other party prior to disclosure unless ordered to do so by court action.
17. Bugs, No Warranties, Errors, Browser Compatibility, Site Hacks, & Backups.
The internet is a huge place filled with many types of browsers, computers, operating systems, 3rd party software, etc. JS will attempt to complete each task in the efforts to make them available to all popular browsers, computers, and operating systems such as Internet Explorer, Firefox, or Safari.
The application code is provided as-is since it is truly impossible to warranty such work when so many various types of issues can cause certain coding to fail. JS uses best practices to try and make its application code functional to the highest degree across a majority of systems, browsers, and devices, however Client understands that not all issues, both display and functionality, can ever be coded to work on every computer that runs it.
Hackers, hack attempts, viruses, Trojans, and other malicious software and individuals are a normal and usual threat to the security of any website application. As such, Client will be informed of what efforts are to be taken at Client’s expense to attempt to keep the site free from harm, but more notably, Client will pursue at their expense/time efforts on how to keep the site’s code and data backed up on a regular basis and accessible to the Client’s desired audience of users.
18. Default/Opportunity to Cure
If for any reason Client believes JS is in default of this Agreement or any corresponding Word Order Request, Client agrees to notify JS in writing within 15 days of said alleged default, and will give JS 30 days from their receipt of such alleged default to cure the alleged default if it is determined to exist.
19. Form Facilitation/Copyrighting Services
Client is solely responsible for the content of any application submitted to “Justice Solutions LLC” and asserts its sole right to seek copyright protection (if such form requests JS to do so) waiving any liability from “Justice Solutions LLC” for an application filed with content to which client does not have the sole and exclusive rights.
Client acknowledges JS is not an attorney or law firm and does not provide legal advice. Nothing in this information is intended nor should be considered legal advice. Each legal (matter) is unique and specific; as such, JS encourages every individual and business to seek guidance from legal counsel concerning specific legal matters. “We are not attorneys licensed to practice law in Florida and may not give legal advice or accept fees for legal advices.”
20. Execution/Acceptance
Parties by either…
(1) Printing out this agreement and Signing/Dating it below and emailing a this executed copy to justicesolutions@gmail.com
or
(2) Paying an Invoice where this agreement is mentioned specifically
…agree that they have read all parts of this Agreement and enter into it willingly with no oral agreements to the contrary or in addition to its items contained within.
_____________________________
Name:
Title:
Company:
Address:
City, State, Zip:
Phone:
Email:
Date Signed:_________________
_____________________________
Name:
Title:
Company: Justice Web Solutions LLC
Address: 170 Sunport Lane, Suite 850
City, State, Zip: Orlando, FL 32809
Phone: 407-404-0094
Email: justicesolutions@gmail.com
Date Signed:_________________
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