Last updated: June 21, 2019
This agreement shall be governed by the laws of the state of Maryland.
MainSpring shall provide to Client remote development and/or support in accordance with SCHEDULE A in the MainSpring Development Contract. MainSpring’s normal working hours are 8:30 a.m. to 5:00 p.m. eastern standard time, Monday through Friday and excludes federal holidays.
Projects include development and consulting services with a defined scope of work and timeline based on the MainSpring Way:
Hosting services include servers managed by MainSpring, Inc., for exclusive use of the client.
Prepaid support includes on-demand development and consulting services without a defined scope of work or timeline.
This Agreement shall be in effect for the period of the service.
Either party may terminate this agreement upon 30 days written notice to the other party. Either party may terminate this agreement immediately if the other party becomes insolvent, or bankrupt, liquidated or dissolved, or ceases substantially all of its business. Neither party shall be liable for damages resulting from a termination of this agreement as provided for herein.
MainSpring reserves the right to cancel any agreement for inappropriate, unlawful, unprofessional, or discriminatory images or text posted by the Client.
MainSpring, Inc., accepts checks, credit cards and purchase orders. All clients must have a current New Client Profile on file. Finance charges, at a rate of 18%, will be applied to all outstanding invoices 45 days or greater.
For Hosting services, MainSpring, Inc., does not guarantee that hosting services will be uninterrupted, error free, or completely secure. Client acknowledges that there are risks inherent with internet connectivity that could result in the loss of privacy, confidential information, and property. MainSpring does not provide backups outside of MainSpring’s stated backup schedule. Backups are not retained longer than the agreed upon retention period. Client releases MainSpring from liability for loss of data to the extent that the data has changed since the last backup specified by the hosting agreement. MainSpring is not responsible for unauthorized access to Client’s data or unauthorized use of services.
Each party represents and warrants to the other that (i) it has all necessary authority to enter into and perform its obligations under this agreement without the consent of any third party, and (ii) that it shall comply in all material respects with all laws applicable to the performance of the Services. THE PARTIES HERETO MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SUBJECT MATTER OF THIS AGREEMENT.
MainSpring acknowledges that the data, applications, work flows and work processes belonging to the client and are protected, proprietary, and confidential business information subject to the protection afforded such items.
MainSpring agrees to not make any copies of any items unless requested by the client and, further, to delete any copies upon termination of the contracted work.
Further, MainSpring agrees to take reasonable efforts to ensure that its agents, employees, and subcontractors, independent or otherwise, understand and abide by the terms of this agreement.
Termination of any contract for services will not affect the terms of this agreement.
MainSpring may assign this Agreement in whole or in part to an affiliate or third party with the prior consent of Client.
The Client hereby agrees not to solicit, recruit, hire or otherwise to retain the services of any MainSpring, Inc. employee except through MainSpring, Inc. Should the Client do so, as compensation for the cost to MainSpring, Inc. of its investment in and/or training of and/or loss of services of the said employee, the Client agrees to pay the Company a sum equal to one year’s maximum billable revenue for such employee.
MainSpring shall be excused from performing its obligations under this Agreement if its performance is delayed or prevented by any event beyond such party’s reasonable control, including, but not limited to, acts of God, fire, explosion, weather, disease, war, insurrection, civil strife, riots, government action, or power failure.
MainSpring hereby agrees to indemnify and hold Client harmless from all claims, losses, and liabilities (including reasonable attorney’s fees) arising from any claim or suit brought against Client by a third party based on Client’s use of the Services rendered by MainSpring under this Agreement, but only to the extent such claims, losses and liabilities (i) relate directly to MainSpring’s fraud, gross negligence, willful misconduct, or breach of this Agreement in performing such Services and (ii) are not attributable [in whole or in part] to the fraud, gross negligence, willful misconduct, or breach of this Agreement by Client. Notwithstanding the foregoing, in no event shall MainSpring’s aggregate liability arising out of or related to this Agreement, whether arising out of or related to breach of contract, tort (including negligence) or otherwise, exceed the total amount paid to MainSpring pursuant to this Agreement. This paragraph sets forth MainSpring’s sole liability and entire obligation and the Client’s exclusive remedy for any action that is brought against MainSpring.
IN NO EVENT SHALL EITHER PARTY HERETO BE LIABLE TO THE OTHER OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT, THE PERFORMANCE OR NONPERFORMANCE BY EITHER PARTY OF ITS OBLIGATIONS HEREUNDER AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
This agreement, including the proposal, shall constitute the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements with respect to same.
