For the fees stated on the face hereof or as otherwise stated herein, SpaceMade dba Solodev (Solodev) will use its best efforts to furnish during its normal operating hours the following Services:
- (a) One-time services including website development, custom programming services, digital marketing, and launch services.
- (b) Ongoing services including website maintenance, server administration, help desk and technical support.
- 2.1 Solodev Obligations. For all Orders accepted by Solodev and subject to this Agreement, Solodev agrees to provide the Services and the applicable support listed, subject to and in accordance with Solodev’s Agreement.
- 2.2 Client Obligations. The Client agrees to (a) pay when due the fees for the Services and applicable charges; (b) use reasonable security precautions in light of Client use of the Services; (c) cooperate with Solodev’s reasonable investigation of outages, security problems, and any suspected breach of the Agreement; (d) keep Client’s billing contact, information, and other account information up to date; (e) immediately notify Solodev of any unauthorized use of Client’s account or any other breach of the security of the Services; provided, that in the event of a dispute between the parties regarding the interpretation of applicable law, then Solodev’s reasonable determination will control; (f) pay all applicable federal, state, and local sales, use, value added, surcharges, excise, license, and any other taxes assessed with respect to the Services; and (g) provide Solodev with accurate factual information to help Solodev determine if any tax is due with respect to the provision of the Agreement, and if Solodev is required by law to collect taxes on the provision of the Services, then the Client must pay Solodev the amount of the tax that is due.
3. Acceptable Use Policy
By agreeing to the terms and conditions of this Agreement, the Client agrees to Solodev’s Acceptable Use Policy, which is expressly incorporated herein by reference. This Acceptable Use Policy (the “AUP”) governs the Client’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 Client or any service order forms submitted by the Client and accepted by Solodev. This AUP applies to the Client and the Client’s employees, agents, contractors, or other users who obtain Services from Solodev (each such person or entity being a “User”). BY REGISTERING FOR AND USING THE SERVICES, THE CLIENT ACKNOWLEDGES THAT HE/SHE HAS READ THIS AUP AND AGREE THAT ALL CLIENT’S USERS WILL BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AUP.
- 3.1. Solodev’s products and services may only be used for lawful purposes. Users may not use Solodev’s Products or Services to engage in, foster, or promote illegal, abusive, or irresponsible behavior.
- 3.2 Intellectual Property Rights. The Client warrants, represents, and covenants to Solodev that: (a) the Client possess the legal right and ability to enter into this Agreement; and (b) the Client and the Client’s Users will use the Services only for lawful purposes and in accordance with this Agreement.
- 3.3 Third Party Products. For the Client’s convenience, Solodev may provide the Client access to Third Party Products through certain Third Party Vendors. Neither Solodev nor any Third Party Vendor makes any representations or warranties of any kind, express or implied, regarding any Third Party Products. The Client agrees that he/she will not (a) copy any license keys or otherwise decrypt or circumvent any license key, (b) remove, modify, or obscure any copyright, trademark, or other proprietary rights notices that appear on or during use of any Third Party Product, or (c) reverse engineer, decompile, or disassemble any Third Party Product, except to the extent that such activity is expressly permitted by the Third Party Vendor or applicable law. The Client agrees to observe the terms of any license or applicable end user subscriber agreement for Third Party Products and Solodev will not have any liability for the Client’s use of any Third Party Products or any violation of any license agreements that govern such Third Party Products.
- 3.4 Security. Solodev is not responsible for any security breaches. If the Client’s server is responsible for or involved in an attack on, or unauthorized access into, another server or system, then the Client will notify Solodev immediately, and Solodev will have the right to respond accordingly including, without limitation, the right to identify, isolate, and block the source of the attack.
4. Payment For Services
- 4.1 The services described in the Order Agreement (the Order) shall be performed for the service fee specified. Additional work shall be subject to standard hourly rates as stated in the investment overview section of the Order.
- 4.2 For monthly support / maintenance, unused hours shall be void.
- 4.3 In addition to the fees due under this Agreement, Client shall pay to Solodev the amount of any federal, state or local sales, use, excise or similar taxes applicable.
- 4.4 Solodev shall be entitled to modify its fees and any other terms of this Agreement at its discretion.
- 4.5 In order for Solodev to keep its rates low, payments must be made promptly. Bills will be deemed delinquent and assessed a $75 charge if payment is not received within fifteen (15) days after the due date. If an amount remains delinquent more than thirty (30) days, an additional ten percent (10%), or the highest rate allowable by law, will be added for each month of delinquency and all plans, subscriptions or services shall be suspended.
- 4.6 For recurring billing, Services are billed one month in advance and payments are due fifteen (15) days of the date of invoice.
- 4.7 The Client will be responsible for any costs Solodev incurs in enforcing collection of any amounts due under this Agreement, including, without limitation, reasonable attorney’s fees, court costs, or collection agency fees.
- 4.8 The Client will be responsible for costs due to insufficient funds and other charges that are incurred in connection with payment processing for the Client’s account. Solodev has the right to charge the Client Non- Sufficient Funds (NSF) fees if the Client’s payment method is check (cheque) and it was returned by the bank due to insufficient funds.
- 4.9 If the Client pays by credit card or ACH or EFT, then Solodev will charge the Client’s credit card or bank account (as applicable) to pay for any charges that may apply to the Client’s account.
5. Refund and Disputes
Except where expressly provided in this Agreement, all payments to Solodev are nonrefundable. You must report any overcharges or billing disputes to Solodev within 45 (forty-five) days of the time in which the Client became aware, or should have become aware, of the existence of the overcharge or dispute.
6. Data Retention Policy
Solodev makes no guarantees about retaining any data stored on Solodev’s systems or servers following expiration or termination of this Agreement. Solodev will typically delete such data (a) seven days following termination by either the Client or Solodev or (b) on the Client’s next billing date following termination by either the Client or Solodev. The client may request a copy of all data, which will need to be manually copied by Solodev staff to a portable hardware unit. All data will maintain its original format. The Client will be responsible for all reasonable labor and material costs associated with the manual process of data transfer. Unless data backup is requested, the Client will not have access to the Client’s data stored on Solodev’s systems or servers after seven days following a termination.
Solodev may modify any of the terms and conditions contained in this Agreement at any time at its sole discretion. If the Client does not agree to the terms of any modification, the Client may terminate the Agreement without any further liability by providing written notice to Solodev within 30 days of the posting of any modifications by Solodev.
8. Warranty Disclaimer
- 8.1 Solodev warrants to Client that the service will be performed in a timely and professional manner.
- 8.2 Except as set expressly provided in Solodev’s Agreement, Solodev is not liable for any delay or failure to perform its obligations under this Agreement, where the delay or failure results from any act of God or other cause beyond its reasonable control (including, without limitation, any mechanical, electronic, communications, or third-party supplier failure).
9. LIMITATION OF LIABILITY.
Except for a party’s indemnification obligations under this agreement, neither party will be liable to the other party, or any user or any third party, for any loss of profits or revenues or cost of replacement services (whether direct or indirect,) nor any indirect, incidental, consequential, punitive, or special damages of any kind arising from the use of the services, even if such parties have been advised of the possibility of such damages. Except for Solodev’s indemnification obligations under this agreement, Solodev’s liability to the Client for any reason and upon any cause of action, is limited to the amount the Client actually paid to Solodev under this agreement during the one (1) month immediately preceding the date on which the claim accrued. This limitation applies to all causes of action in the aggregate, including, without limitation, breach of contract, breach of warranty, negligence, strict liability, misrepresentations, or other torts. Nothing in this agreement is intended to exclude or limit either party’s liability with respect to those liabilities that cannot be legally excluded or limited even if any other provision may suggest otherwise.
9.1 Customer Indemnity. The Client agrees to indemnify, defend, and hold harmless Solodev, its employees, officers, directors, partners, representatives or any such entity, from and against any and all third party claims, damages, losses, liability, causes of action, judgments, costs, or expenses (including, without limitation, reasonable attorney’s fees) asserted against or suffered by Solodev arising out of any breach of this Agreement by the Client, the Client’s Users, or the Client’s customers.
10. Monitoring User Activity
Users voluntarily engage in the activity of Internet use and bear the risks associated with that activity. Solodev exercises no control over and expressly disclaims any obligation to monitor its customers and other Users with respect to breaches of this Agreement or any content of the information made available for distribution.
11. Term and Termination.
- 11.1 The initial term of this Agreement shall commence on the Effective Date, as stated on the face hereof, and for recurring services shall continue for a period of twelve (12) months unless stated otherwise on the Order Agreement. For one time services, the term shall continue until project completion. The initial and any subsequent terms may be terminated by Solodev: (a) upon a breach by Client of its payment obligations under Section 3 hereof and a failure to cure such breach within fifteen (15) days after receiving written notice thereof, or any other breach of this Agreement or any other Agreement between the parties and a failure to cure such breach within fifteen (15) days after the receipt of written notice thereof; or (b) upon the occurrence of any one or more of the following events of default: (1) the entering into or filing by Client of a petition, arrangement or proceeding seeking an order for relief under applicable bankruptcy or insolvency laws, an assignment for the benefit of its creditors, readjustment of debt or Client's dissolution or liquidation; (2) the filing or commencement against Client of any application, petition, action, or other proceeding seeking any of the relief, actions, or status described in subparagraph (1) hereof and the entering of a judgment, decree or order for relief granting any such relief, action or status which remains undismissed for a period of thirty (30) days or more; or (3) the insolvency of Client.
- 11.2 The term of this Agreement shall automatically renew for successive additional twelve (12) month term unless terminated sooner as provided above, or at the end of a term by either party giving written notice of termination at least forty-five (45) days prior to the end of the then current term.
- 11.3 Upon termination, all rights and obligations of the parties shall immediately terminate, except for Client's obligation to pay any charges due for the full subscription / contract term and services in progress, pending or completed.
- 11.4 In the event this agreement is terminated before the end of the contract term, the Client will be required to pay the difference between the monthly rates for the Services listed on the Order, and the rate the Services were discounted to base on the pricing grid noted on the Order, including any and all promotions.
12. Use of Name
Client gives Solodev the right to use Client’s name in advertising, publicity and other promotional endeavors.
- 13.1 If any provision contained in this Agreement shall for any reason be held invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such provision had never been contained herein; however, notwithstanding the foregoing, either party may terminate this Agreement consistent with its terms if by operation of this paragraph the rights or obligations of that party are substantially altered thereby. This Agreement and its performance shall be governed by, subject to and construed in accordance with the laws of the State of Florida, without regard to conflict of laws principles. Any action to enforce this Agreement shall be brought in the appropriate state or federal court (Orange County, Florida), and all parties to this Agreement consent to the jurisdiction of such court.
- 13.2 This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Client 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.
- 13.3 Unless otherwise specified in this Agreement, all notices and other communications permitted or required by the provisions of this Agreement shall be in writing and shall be mailed or delivered to the other party at the address shown below the signature of such party to this Agreement or at such other address as either party may designate in writing to the other party during the term of this Agreement and shall be effective as of the date stated on the confirmation of receipt.