THIS AGREEMENT SETS FORTH THE TERMS OF CUSTOMER'S USE OF PRODUCTS AND SERVICES ("SERVICES") PROVIDED BY SOLODEV.
BY PURCHASING OR USING SOLODEV PRODUCTS AND / OR SERVICES (SERVICES); BY EXECUTING AN ORDER; OR BY ACCEPTING THIS AGREEMENT; YOU AS THE “CUSTOMER" ("YOU", "YOUR", "CUSTOMER”,”CLIENT", LICENSEE", “USER” OR "SUBSCRIBER") AGREE TO THE TERMS OF THIS AGREEMENT (THE "AGREEMENT") WITH SPACEMADE LLC, DBA SOLODEV ("SOLODEV", “LICENSOR”, “US”, “OUR”). IF CUSTOMER IS ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, CUSTOMER REPRESENTS THAT HE/SHE HAS THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "CUSTOMER" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF CUSTOMER DOES NOT HAVE SUCH AUTHORITY, OR IF CUSTOMER DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, HE/SHE MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
IF CUSTOMER DOES NOT AGREE WITH ALL OF THESE TERMS, CUSTOMER WILL NOT BE ABLE TO PURCHASE OUR SERVICES.
BY ACCEPTING AND / OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE THAT YOU AND YOUR USERS WILL BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT.
IF YOU REGISTER FOR A FREE TRIAL FOR OUR SERVICES OR FOR FREE SERVICES, THE APPLICABLE PROVISIONS OF THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL OR THOSE FREE SERVICES.
This Agreement is the complete and exclusive agreement between Customer and Solodev regarding its subject matter and supersedes and replaces any prior agreement, understanding, or communication, written or oral.
Customers who are direct competitor of Solodev may not access the Services, except with Solodev's prior written consent. In addition, the Customer may not access the Services solely for purposes of monitoring their availability, performance, functionality, or for any other benchmarking or competitive purposes.
This Agreement was last updated on January 1, 2019. It is effective between the Customer and Solodev, as of the date of Customer accepts this Agreement.
"Acceptable Use Policy” means Solodev's Acceptable Use Policy which is expressly incorporated herein effective as of the date Customer signs or submits Order or starts utilizing Solodev Products and / or Services.
"ACH" means Automated Clearing House.
"Agreement" means this Master Agreement.
"Cancellation Date" is defined based on the Cancellation Request, product line and contract term. Typically, the cancellation date is 45 days after a written Cancellation request was received.
"Cancellation Request” means a service cancellation request completed by users by logging into their account and submitting request to cancel or sending a certified mail.
"Confidential Information" means all information disclosed by either party to the other, whether before or after the effective date of the Agreement, that the recipient should reasonably understand to be confidential, including without limitation: (a) for Customer, this includes but is not limited to, all information transmitted to or from, or stored on, Solodev's systems, (b) for Solodev, includes the Services and unpublished prices and other terms of service, audit and security reports, business, sales and marketing plans, technology and technical information, product plans and designs, and business processes, product development plans and designs, server configuration designs, and other proprietary information or technology, and (c) for both parties, information that is marked or otherwise conspicuously designated as confidential. Information that is developed by either party on its own, without reference to the other's Confidential Information, or that becomes available to either party other than through breach of the Agreement or applicable law, will not be considered “Confidential Information" of the other party.
“Contract Period” also referred to as “Contract Term” or “Agreement Term” means the duration of the initial Agreement and any “Renewal Contract Period” after the expiration of the “Initial Contract Period.”
“Customer” means an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which Customer is accepting this Agreement, and Affiliates of that company or entity which have entered into Order.
“Documentation” also referred to as “Solodev Help” means the applicable Services documentation, and its usage guides and policies, as updated from time to time, accessible via solodev.zendesk.com or login to the applicable Service.
“EFT” means Electronic Fund Transfer.
“Initial Contract Period” is the initial period from the effective date which Customer selects within the Order and commits to receive Solodev Services.
"Malicious Code" means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
"Order" means either: (a) the online order that Customer submits to Solodev via the Solodev Website, (b) the online, electronic or paper order that Customer submits via 3rd party reseller; or (c) any other written order (either in electronic or paper form) provided to Customer by Solodev for signature that describes the Services Customer is purchasing, and that is signed by Customer, either manually or electronically.
“Renewal Contract Period” each contract term after the completion of the “Initial Contract Period”, which is equal in length to the “Initial Contract Period” unless noted otherwise.
"Solodev" is defined conditionally as SpaceMade, LLC and may also be referred to as "Us", "We", “Our”.
"Solodev Website" means Solodev's websites located at www.solodev.com.
"Services" means those Solodev products or services described in the Order.
"Third Party Products" means third party software, services, applications or products that are not developed by Solodev but may be provided to Customer under this Agreement.
"Third Party Providers" means certain reseller and other relationships that Solodev has established with certain commercial vendors.
"Users" means the Customer and the Customer's employees, agents, contractors, consultants, third parties or other users who obtain or in any way use Services from Solodev.
For the fees stated in the Order, Solodev’s proposal, on Solodev website or as specified herein, Solodev will use its best efforts to furnish during its normal operating hours the requested Services.
The Services will be deemed accepted once Customer accepts Services, incepts usage of Solodev Services, launches or in any way utilizes Solodev Services or fifteen (15) days after delivery, whichever occurs first. Solodev retains the right to each Service or Deliverable until full payment is received.
By agreeing to the terms and conditions of this Agreement, Customer agrees to Solodev's Acceptable Use Policy as set forth herein. This Acceptable Use Policy (the "AUP") governs the Customer's use of all products and services (collectively, the "Services") offered by Solodev, as may be further described in any written proposal submitted by Solodev to the Customer or any accepted service Orders. This AUP applies to the Customer and the Customer's employees, agents, contractors, or other users who obtain Services from Solodev (each such person or entity being a "User").
Solodev's services may only be used for lawful purposes. Users may not use Solodev's Services to engage in, foster, or promote illegal, abusive, or irresponsible behavior.
BY REGISTERING FOR AND USING THE SERVICES, THE CUSTOMER ACKNOWLEDGES THAT HE/ SHE HAS READ THIS AUP AND AGREE THAT ALL CUSTOMER'S USERS WILL BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AUP.
The services described in the Order Agreement (the Order) shall be performed for the service fee specified. Additional work requested by Customer and / or overages shall be subject to standard hourly rates as stated in Order.
Unused hours shall be void at the end of the contract term or upon termination.
Professional Services including but not limited to custom development and integration services are offered in pre-purchased blocks of hours with 10% allocable to project management and 10% allocable to quality assurance activities.
Customer shall submit milestone approvals within three (3) business days. Solodev shall not be responsible for Customer delays that fall outside of Solodev’s sole control. In the event a project is delayed due to Customer caused delays, additional project management hours shall be required. Solodev makes no guarantees about any block of hours being sufficient for Customer’s project initiative.
Overages and additional requested hours shall be subject to additional blocks of hours or billed at standard hourly rate as noted within the Agreement or the Order.
All services are to be completed during regular business hours or shall be subject to emergency rates. Upon execution of the Agreement or the Order, Customer shall be charged by or pay to Solodev the fees specified in the Order or otherwise specified herein. Except as otherwise specified herein or in an Order, (i) fees are based on Services purchased and not actual usage, (ii) other than due to Solodev’s intentional material breach or as otherwise set forth in this agreement, payment obligations are non-cancelable and fees paid are non-refundable, (iii) quantities purchased cannot be decreased during the Contract Period unless otherwise agreed upon by the parties, or (iv) Services purchased cannot be decreased nor downgraded during the Contract Period unless otherwise agreed upon by the parties.
All charges under this Agreement are due and payable on the due date of the invoices unless otherwise agreed to in writing.
Customer shall pay the Fees due within fifteen (15) days from the invoice date. If Customer's undisputed payment is overdue by fifteen (15) days or more, Solodev may suspend the associated Services and any other services Customer receives from Solodev on written notice. Solodev shall undertake collection efforts prior to suspension.
For credit card payments, Customer shall provide Solodev valid and updated credit card information. By providing credit card information to Solodev, Customer authorizes Solodev to charge such credit card for all Purchased Services listed in the Order for the Initial Contract Period and any subsequent, renewal Contract Period(s) unless terminated sooner. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order. Solodev accepts checks and electronic wire transfers. In the event Customers selects to pay via a credit card, processing fee of three percent (3%) shall be applied. Customer is responsible for providing complete and accurate billing and contact information to Solodev and notifying Solodev of any changes to such information.
Solodev fees do not include any taxes, levies, duties or similar governmental assessments of any nature. In addition to the fees specified in this Section, Customer shall pay the amount of any applicable federal, state or local sales, use, excise or similar taxes not measured by the income of Solodev or, in lieu thereof, Customer shall furnish to Solodev a properly executed tax exemption certificate.
Payments are due fifteen (15) days of the date of invoice unless subject to legitimate dispute as to sums owed. Bills will be deemed delinquent and assessed $85 charge if payment is not received within seven (7) days after the due date. If an amount remains delinquent more than fourteen (14) days after its due date, an additional ten percent (10%), or the highest rate allowable by law, will be added for each month of delinquency. Solodev shall notify Customer of past due balances and may suspend all Services to Customer until past due amounts are paid in full.
For monthly billing, unless otherwise agreed in the Order or modified via request, Services are billed, or credit card charged in advance on the first day of then current month and payments are due fifteen (15) days of the date of invoice.
For recurring services if extended contract period is selected, percent discounts may apply.
For one-time, non-recurring billing, unless otherwise agreed in the Order or modified via request, Services are billed fifty percent (50%) in advance on the Effective Date and fifty percent (50%) on or around a date the Service is delivered.
For annual billing, Services are billed upon receipt of the Order and then annually, on the first day of then current year.
The Customer will be responsible for any costs Solodev incurs in enforcing collection of any undisputed amounts due under this Agreement or the Order, including without limitation, reasonable attorney's fees, court costs, and collection agency fees.
The Customer will be responsible for costs due to insufficient funds and other charges that are incurred in connection with payment processing for the Customer's account. Solodev has the right to charge the Customer Non-Enough Funds (NSF) fees if the Customer’s payment method is check and it was returned by the bank due to insufficient funds. The fee is Thirty-five dollars (USD $35) in the United States.
If the Customer pays by credit card or ACH or EFT, then Solodev will charge the Customer's credit card or bank account (as applicable) to pay for any charges that may apply to the Customer's account. The Customer agrees to notify Solodev of any changes to the Customer's account, the Customer’s billing address, or any information that Solodev may reasonably require in order to process the Customer's payments in a timely manner.
Upon expiration of the Initial Term, Solodev reserves the right to increase its fees up to 10% year over year. Price increases will not affect Customers during their Initial Contract Term; however, may apply during any subsequent Renewal Terms.
All Services and deliverables, excluding any Customer or User data or other pre-existing intellectual property, confidential or proprietary information of the Customer and its Users, thereof remain the sole property of Solodev until a full payment is received.
If Customer continues to use any Services following termination of the Agreement or the Order, Customer shall be responsible for payment of Fees for such Services at Solodev's then-current market rates.
Unless otherwise agreed in the Order, if any of the Services are performed at Customer’s premises, Customer agrees to reimburse Solodev for the actual substantiated out-of-pocket expenses of its Representatives plus ten percent (10%) processing fee.
Other than upon termination of this Agreement due to Solodev’s failure to perform or other uncured breach of Solodev’s obligations set forth herein, or as otherwise expressly provided in this Agreement, all payments to Solodev are nonrefundable. Customer must report any overcharges or billing disputes to Solodev within thirty (30) days of the time of which the Customer became aware, or should have become aware, of the existence of the overcharge or dispute. Charges that are not disputed within thirty (30) days of the date charged or date bill was sent are conclusively deemed accurate.
Solodev may modify any of the terms and conditions contained in this Agreement at any time at its sole discretion. If the Customer does not agree to the terms of any modification, the Customer may terminate the Agreement without any further liability by providing written notice to Solodev within thirty (30) days of the posting of any modifications by Solodev.
Services can be upgraded to a higher level any time during the contract term but cannot be downgraded to a lower plan.
Any waiver by any of the parties hereto of an uncured breach or failure to perform shall not constitute a waiver of any subsequent breach or failure.
Solodev shall not be required to retain any data stored on Solodev's systems or servers following expiration or termination of the Agreement. Solodev may delete such data seven (7) days following termination by either the Customer or Solodev. Customer will be able to export Customer data in CSV format. Unless the Agreement is terminated by Solodev without cause, or otherwise terminated by Customer for cause, Customer will be responsible for all reasonable labor and material costs associated with the manual process of data transfer from Solodev to Customer in a usable format. Solodev and Customer will create mutually agreeable backup procedures that will be followed by Customer.
Subject to the limited rights expressly granted hereunder, Solodev and its affiliates and licensors reserve all right, title and interest in and to the Services, excluding any Customer or User Data or other confidential or proprietary information of the Customer or its Users, including all related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein. Customer hereby grants Solodev and its affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into Solodev’s services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Users relating to the operation of Solodev Services.
Unless otherwise specifically stated in the applicable Order, and excluding any Customer IP, as between the parties, Solodev shall own all Intellectual Property created in providing the Services or contained in the Deliverables.
Any Confidential Information disclosed by one party ("Disclosing Party") to the other party ("Recipient") in connection with this Agreement that is marked confidential or that due to its character and nature, a reasonable person under like circumstances would treat as confidential will be protected and held in confidence by the Recipient. The Recipient will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Recipient containing protections not materially less protective of the Confidential Information than those herein. Disclosure of the Confidential Information will be restricted to the Recipient’s employees, contractors, affiliates, or agents (including outside counsel and consultants) on a "need to know" basis in connection with the services, who are bound by confidentiality obligations no less stringent than these prior to any disclosure. Neither party will disclose the terms of this Agreement or any Order to any third party other than its Affiliates, legal counsel and accountants without the other party's prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate's, legal counsel's or accountant's compliance with this "Confidentiality" section.
Notwithstanding the foregoing, Solodev may disclose the terms of this Agreement and any applicable Order to a subcontractor or 3rd Party Provider to the extent necessary to perform Solodev obligations to Customer under this Agreement, under terms of confidentiality materially as protective as set forth herein.
Each party may disclose Confidential Information relating to the Services to providers of goods and services for the engagement to the extent such disclosure is necessary and reasonably anticipated. Confidential Information does not include information which: (i) is already known to Recipient at the time of disclosure; (ii) is or becomes publicly known through no wrongful act or failure of the Recipient; (iii) is independently developed by Recipient without benefit of Disclosing Party's Confidential Information; or (iv) is received from a third party which is not under and does not thereby breach an obligation of confidentiality. Each party agrees to protect the other's Confidential Information at all times and in the same manner as each protects the confidentiality of its own proprietary and confidential materials, but in no event with less than a reasonable standard of care. A Recipient may disclose Confidential Information to the extent required by law, provided the Recipient gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Recipient is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Recipient for its reasonable cost of compiling and providing secure access to that Confidential Information. This disclosure does not relieve Recipient of its confidentiality obligations with respect to any other party.
This Agreement and each particular Order (if applicable) constitute the entire Agreement between the parties with respect to Solodev Services. The Customer and Solodev are independent contractors and this Agreement does not establish any relationship of partnership, joint venture, employment, franchise, fiduciary or agency between the parties. The parties agree that any term or condition stated in Customer purchase order or in any other of Customer order documentation (excluding Order(s)) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order, and (2) this Agreement, and (3) the Documentation.
Customer agrees that Solodev may publicly disclose that it is providing Services to Customer and may use Customer's name and logo to identify Customer in promotional materials including press releases.
To the extent any portion of this Agreement is determined to be invalid, illegal or unenforceable by a court of competent jurisdiction, such invalidity, illegality or unenforceability will not invalidate this Agreement as a whole, but only that specific portion held to be unenforceable, and all other terms and conditions contained in this Agreement will remain in full force and effect.
Any provision of this Agreement that, by its nature, is applicable to circumstances arising after the termination or expiration of this Agreement will survive such termination or expiration and remain if full force and effect, and no termination or expiration of this Agreement will relieve either party from any liability arising out of any uncured breach of this Agreement occurring prior to said termination or expiration.
The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default and will not act to amend or negate the rights of the waiving party. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. Neither Party may sell, assign or transfer any rights or obligations hereunder, nor delegate any duties under this Agreement whether by operation of law or otherwise, either in whole or in part, without the prior written consent of the other Party, (consent not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (together with all Orders), without the other party's consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such a termination, Solodev will refund to Customer any prepaid fees allocable to the remainder of the term of all Services for the period after the effective date of such termination. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
Solodev and Customer agree that, except as otherwise expressly provided in this Agreement, the Order, or the terms and conditions of use of any Third-Party Products, there will be no third-party beneficiaries to this Agreement. With respect to Services rendered by Solodev, this Agreement will be governed by, and construed in accordance with, the laws of the state of Florida and venue for all disputes arising out of or related to this Agreement will be brought exclusively in the Orange County, Florida court, and all parties to this Agreement consent to the jurisdiction of such court.
The Services and other technology Solodev makes available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. You shall not permit Users to access or use any Service in a U.S. embargoed country or in violation of any U.S. export law or regulation.
You agree that you, the Customer, have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Solodev's employees or agents in connection with this Agreement.
Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer learns of any violation of the above restriction, Customer will use reasonable efforts to promptly notify Solodev at email@example.com
This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Customer may not transfer, assign or otherwise dispose of any of the rights and obligations granted or imposed upon it under this Agreement without the prior written consent of Solodev, such consent not to be unreasonably withheld or denied.
Unless otherwise specified herein, all notices, demands, requests or other communications required or permitted under this Agreement will be deemed given when delivered personally, sent and received by return receipt email, (except for notices of termination or an indemnifiable claim ("Legal Notices"), which shall clearly be identifiable as Legal Notices), the day of sending by email, or upon receipt of delivery of overnight mail and shall be effective as of the date stated on the confirmation of receipt.
For additional terms please refer to http://www.solodev.com/terms.