Application development terms and conditions

Fees

The project will be invoiced monthly based on milestones completed; percentage of milestones completed, monthly progress, or at the end of the project, whichever comes first. An invoice for services rendered will be generated every month, unless an alternative arrangement is agreed to by both parties. Payment terms are net 30 from date of invoice. MainSpring accepts checks, credit cards, and Purchase Orders. All clients must have current New Client Form on file. Finance charges at a rate of 18% will be applied to all outstanding invoices 45 days or greater.

Payment will be made according to the following terms:

In the event that a feature is requested that isn’t in the original scope of work, the client will be notified and a determination will be made about developing the feature.

Ownership

This project is development for hire and as such the client would be granted a worldwide, unlimited use of the code, implementation, and project design after paying for the system in full. MainSpring retains the rights to use parts of the system developed in other projects that have similar scope and requirements.

Guarantee

MainSpring guarantees all application development work for 180 days after the deployment date of the application or feature that was developed. This guarantee is limited to defects in workmanship and does not cover changes in specification for custom development.

Representation and Warranties

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.

Confidential Information

MainSpring will keep all client information confidential.

Assignment

MainSpring may assign this agreement to an affiliate or third party without the prior consent of client.

Non-Solicitation

The client hereby agrees not to solicit, recruit, hire or otherwise to retain the services of any MainSpring employee except through MainSpring. Should the client do so, as compensation for the cost to MainSpring of its investment in and/or training of and/or loss of services of the said employee, the client agrees to pay MainSpring a sum equal to one year’s maximum billable revenue for such employee.

Force Majeure

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.

Indemnification

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.