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Terms of Service

COPYRIGHT / INTELLECTUAL PROPERTY

Client acknowledges, understands and agrees that Developer may use its own and/or may purchase third party licenses for products or services that are necessary for Developer to design and develop the Web Site. Such products may include, but are not limited to server-side applications, clip art, "back-end" applications, music, stock images, or any other copyrighted work ("Outside Content"), which Developer deems necessary to purchase on behalf of Client to design and develop the Web Site. Client further acknowledges and understands that any Outside Content used to design and develop the Web Site is owned by Developer and/or such third parties and cannot be transferred to Client and is hereby specifically not transferred to Client and shall remain the property of Developer and/or such third parties. Outside Content, which is owned and/or purchased by Developer, may be used in the design and/or development of other web sites separate from Client. Client and Developer agree that upon payment in full of the fees associated with the design and development of the Web Site, Client shall own a worldwide right, title, and interest in and to the Web Site (including, its source code and documentation) (the "Custom Programming"). Client and Developer agree that Developer shall retain a worldwide, royalty-free, non-exclusive, transferable, and perpetual right and license to the Custom Programming including, but not limited to, the right to modify, amend, create derivative works, rent, sell, assign, lease, sub-license, or otherwise alter or transfer the Custom Programming. Client and Developer also agree that the design and development of the Web Site may include source code, documentation, and/or application programs that were previously written or developed by Developer and modified to meet Client's specific requirements (the "Code Content"). Developer and its subcontractors retain the right to display graphics and other web design elements of the Web Site as examples of their work in their respective portfolios. Developer retains the right to display graphics and other web design elements of the Web Site as examples of their work in their respective portfolios. This right does not pertain to any proprietary information or proprietary design, it pertains only to recognition of the work completed by Develop Robots and content that is open to the public domain.

Developer will put signature on footer of client website "Developed By Develop Robots" with link back that opens in a new window to Develop Robots to take credit for having accomplished the job. If Client wants this signature removed, an invoice will be generated to pay 20% more than the total sum paid for website in order to remove signature.

PAYMENT

Payment Schedule: Payment will be made to DEVELOP ROBOTS, L.L.C online on DevelopRobots.com Payment Page or via Develop Robots CRM (BizPanther.com). DEVELOP ROBOTS, L.L.C requires a 50% down payment to begin any work if contract value is more than $2,000. The remaining balance is due after the website is complete and client approves all work. If the contract value is less than $2,000, payment will need to be made in full to begin. If any of the work conducted by the Developer is outside the scope of the agreed upon terms in the "scope of work" those services will be billed to the Client upon completion of the website and in accordance with Develop Robots general pricing. All work considered outside the scope must be agreed to in writing via written change order or via the Develop Robots Client Panel/Portal - BizPanther.com. If any charge backs are purposely made by the client, Client will receive a $1,000 penalty for each non legitimate chargeback.

Auto-Payment: All Clients of Developer, Develop Robots, shall provide Developer Develop Robots with a company credit card number and all necessary billing requirements. Upon the signing of this agreement, Client unequivocally agrees that Developer, Develop Robots will have the power, right, authority and access to bill Client using the credit card that Client provides Developer at the onset of the agreement.

INVOICES

All invoices are payable within 5 Days of receipt. Invoices shall list any expenses and additional costs as separate items.

LATE PAYMENT

Late Fee: A monthly fee of 10 percent, or the maximum allowed by law, is payable on all overdue balances. Client has five (5)-business day's grace period before any payment is considered late.

Crediting Late Payments: Payments will be credited to late payments first, then to unpaid balances.

Collection Expenses: Client shall pay all collection or legal fees caused by late payments.

Withholding Delivery: Developer may withhold delivery and transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full.

Withholding Project Access / Suspended Services: Once the five (5) day grace period has concluded without payment by the Client, the Developer, Develop Robots shall have the right to discontinue all services provided under the terms of this agreement. Developer, Develop Robots, in its own discretion may take down any active websites or aspects of development upon the conclusion of the grace period without payment. Client will be given access and the site/project will be re-activated upon full payment to Developer.

Auto-Billing Requirement: Client shall provide Developer Develop Robots with a company credit card number and all necessary billing requirements. Upon the signing of this agreement, Client agrees that Developer, Develop Robots has the power, right, authority and legal ability/right to access said credit card and bill Client using said credit card after the signing of this agreement and once the five (5) day grace period for late payments described above has concluded without payment by client. Developer, Develop Robots will charge Client credit card the amount owed in the unpaid invoice. Withholding License: All grants of any license to use or transfer ownership of any intellectual property rights under this Agreement are conditioned on full payment, including all outstanding Additional Costs, Expenses, Fees, or any other charges.

License Ownership Transfer: Developer will own the license of the project if payment is more than 15 days past due. This will give Developer the right to re-sell website/software to account for financial loss.

CHANGES TO PROJECT SCOPE

Change Request: If Client wants to change the Scope of Work after acceptance of this Agreement, Client shall send Developer a written Change Order describing the requested changes in detail via email or on Develop Robots CRM (BizPanther.com). Within five (5) days of receiving a Change Order, Developer will respond with a statement proposing Developers availability, additional fees, changes to delivery dates, and any modification to the Terms and Conditions. Developer will evaluate each Change Order at its standard rate and charges.

Material Change: If Client requests are at or near 25% percent of the time required to produce Deliverables, or the value of the Scope of Services, Developer shall be entitled to submit a new and separate Proposal to Client for written approval. Developer shall not begin work on the revised services until he receives a fully signed revised proposal and any additional fees.

Minor Change: If Client requests are not Major Changes or Material Changes, Client will be billed on a time and materials basis at Developers hourly rate of $55 per hour. Such charges shall be in addition to all other amount payable under this Agreement, despite any maximum budget, contract price or final price identified. Developer may extend or modify any delivery schedule or deadlines in the Agreement as may be required by such changes.

Acceptance/Rejection: Client will have five (5) days to respond in writing accepting or rejecting the new proposal. If Client rejects the proposal, Developer will not be obligated to perform any services beyond those in the original Agreement.

CLIENT RESPONSIBILITES

Client Responsibilities: Client agrees to perform all tasks assigned to Client as set forth in this Agreement or a Change Order, and to provide all assistance and cooperation to Developer in order to complete timely and efficiently the project. Developer shall not be deemed in breach of this Agreement, the Services, a Change Order, or any (if any) milestone in the event Developer's failure to meet its responsibilities and time schedules is caused by Client's failure to meet (or delay in) its responsibilities and time schedules set forth herein, a Change Order, or this Agreement. In the event of any such failure or delay by Client (i) all of Developer's time frames, milestones, and/or deadlines shall be extended as necessary; and (ii) Client shall continue to make timely payments to Developer as set forth in this Agreement and any Change Order(s) as if all time frames, schedules, or deadlines had been completed by Developer. Client shall be responsible for making, at its own expense, any changes or additions to Client's current systems, software, and hardware that may be required to support operation of the project. Unless otherwise contracted with Developer or reflected in a Change Order, Client shall be responsible for initially populating and then maintaining any databases on the Web Site as well as providing all content for the project.

RELATIONSHIP OF THE PARTIES

Independent Contractor: Developer is an independent contractor. Developer shall determine, in its sole discretion, the manner and means by which the Services are accomplished. No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. Developer and the work product or Deliverable's prepared by Developer shall not be deemed a work for hire as defined under Copyright Law. All rights granted to Client are contractual in nature and are expressly defined by this Agreement.

No Exclusivity. This Agreement does not create an exclusive relationship between the parties. Client is free to engage others to perform services of the same or similar nature to those provided by Developer, and Developer shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by Developer.

REPRESENTATIONS AND WARRANTIES

By Client: Client represents and warrants to Developer that: (a) To the best of Client's knowledge, use of the Client Content does not infringe the rights of any third party; (b) Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials; © Client will obtain all necessary and appropriate rights and licenses to grant license to Developer to use Third Party Materials.

By Developer: Developer represents and warrants to Client that: (a) Developer will provide the Services identified in the Agreement in a professional and workmanlike manner; (b) Developer shall secure all necessary rights, title, and interest in and to the Final Deliverables, including Developer Tools, sufficient for Developer to grant the intellectual property rights provided in this Agreement; © To the best of Developer's knowledge, the Deliverable's will not violate the rights of any third parties; (d) If Client or third parties modify the Deliverable's or use the Deliverable's outside of the scope or purpose of this Agreement, all representations and warranties of Developer shall be void.

EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, Developer MAKES NO WARRANTIES WHATSOEVER. Developer EXPLICITLY DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS APPLICABLE TO THE PROJECT.

INDEMNIFICATION AND LIABILITY

By Client: Client shall indemnify Developer from any and all damages, liabilities, costs, losses, expenses or attorney fees arising out of any claim, demand, or action by a third party arising out of any breach of Client's responsibilities or obligations, representations or warranties under this Agreement. Developer shall promptly notify Client in writing of any third party claim or suit. Client shall have the right to fully control the defense and any settlement of such claim or suit.

By Developer: In the case of a third party lawsuit or proceeding based on a claim that Deliverable's breach the third party's intellectual property rights, and it is determined that such infringement has occurred, Developer may at its own expense, replace any infringing content with non-infringing content.

Limitation of Liability: THE SERVICES AND THE WORK PRODUCT OF Developer ARE SOLD "AS IS." IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF Developer, ITS DIRECTORS, OFFICERS, EMPLOYEES, DESIGN AGENTS AND AFFILIATES ("Developer PARTIES"), TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT'S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE NET PROFIT OF Developer. IN NO EVENT SHALL Developer BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY Developer, EVEN IF Developer HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

DISPUTE RESOLUTION

Negotiation: Parties agree to attempt to resolve any dispute by negotiation between the parties. Arbitration/Mediation: If parties are unable to resolve the dispute by negotiation, either party may start mediation and/or binding arbitration in a forum mutually agreed to by the parties and within the state of Florida. Litigation: In all other circumstances, the parties specifically consent to the local, state and federal courts located in the state of Florida. The parties waive any jurisdictional or venue defenses available to them and further consent to service of process by mail. Attorney Fees: The prevailing party shall be entitled to recover its attorneys' fees and costs in any dispute resolved by binding arbitration or litigation.

INTEGRATION

This Agreement together with any attachments referred to herein constitute the entire understanding of the Parties, and revokes and supersedes all prior agreements between the Parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents that may conflict with this Agreement. Both parties acknowledge that they have not been induced to enter into this Agreement by any representations or promises not specifically stated herein.