The purpose of this page is to coincide with proposal documents that we distribute to potential and existing clients, in an effort to make the Terms of Agreement readily available to them.
WebSharx Florida (“WebSharx”) will provide consulting services (“Services”) to the Development Client (“Client”). WebSharx responsibilities include support and services as described in the proposal document that references this URL (“The Proposal”).
Billing
Based on the Services performed, WebSharx staff time will be billed on a time and materials basis at rates described in The Proposal.
Payment for services will be invoiced monthly. WebSharx will provide a statement of hours committed to Client services and an outline of past or expected results relating to WebSharx’s Services.
During the term of this Agreement, WebSharx shall bill and Client shall reimburse WebSharx for all reasonable and pre-approved out-of-pocket expenses incurred in connection with the performance of duties. Lodging and meal costs of $30 per diem per person will be borne by the Client should WebSharx staff be required to travel and stay overnight. Client will reimburse WebSharx for travel expenses at the standard rate allowed by the IRS.
Invoices are due and payable within ten (10) days after receipt.
Client shall pay directly or reimburse WebSharx for all taxes, assessments, duties, permits, and fees imposed on this Agreement, excluding franchise taxes and taxes based upon WebSharx’s income.
License
If WebSharx produces custom software for the Client, WebSharx shall retain exclusive ownership of the code and all intellectual property rights. WebSharx retains all right, title, and interest in:
WebSharx grants Client a non-exclusive, worldwide, perpetual, irrevocable, fully paid license to use such custom software and WebSharx Knowledge for its internal purposes. If WebSharx and the Client have a signed agreement, that agreement overrides this default licensing clause.
Non-Disclosure
All confidential information of a party shall be held in strict confidence by the other party. Neither party shall disclose confidential information without consent, except as required by law or court order. Each party may disclose confidential information to officers, agents, subcontractors, and employees as needed to perform obligations under this Agreement.
Exceptions include information that:
WebSharx may disclose to third parties that Client is a client and that WebSharx provided services.
Copyright Material
Each party warrants that materials furnished will not infringe the intellectual property rights of third parties. WebSharx warrants that Client’s use of deliverables, as delivered, does not infringe enforceable IP rights. Client warrants that materials provided to WebSharx do not infringe third-party rights.
EXCEPT AS STATED ABOVE, ALL WARRANTIES ARE DISCLAIMED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Non-Compete
WebSharx shall not be precluded from providing services or developing work products competitive with those provided under this Agreement. WebSharx may use ideas, concepts, and know-how acquired during the course of work for other projects.
WebSharx personnel may provide similar services to others during this Agreement. WebSharx will make reasonable efforts to honor Client’s specific requests regarding personnel but reserves all rights to assignment.
Institution
WebSharx and Client are independent parties. Neither party is an employee, joint venturer, partner, or agent of the other, and neither may create obligations on behalf of the other. Each party remains in control of its employees, methods, and facilities.
Warranty
WebSharx represents and warrants that:
Defective deliverables will be repaired within a reasonable period of time at no charge if usability is affected. This warranty extends for the life of the Agreement.
This warranty does not cover content changes over time, broken links, or obsolescence not caused by WebSharx.
Disclaimer: WebSharx does not warrant uninterrupted or error-free operation of websites. Services are provided “as is.” Except as stated, all other warranties are disclaimed.
Liability
Neither party shall be liable for indirect, special, incidental, or consequential damages, including lost profits, lost data, or increased operating costs, even if foreseeable.
Any claim against WebSharx shall not exceed the lesser of actual damages or the total amount Client has paid to WebSharx for Services under this Agreement.
Force Majeure events, including fire, flood, strike, war, acts of God, or similar events beyond reasonable control, shall excuse performance. If such events continue beyond thirty (30) days, either party may terminate with written notice.
Termination
This Agreement may be terminated by either party with written notice if the other materially breaches and fails to cure within thirty (30) days.
WebSharx may terminate immediately if:
If terminated before completion, Client shall compensate WebSharx for Services rendered up to termination.
Governance
This Agreement shall be governed by the laws of the State of Florida. Any disputes shall be settled by arbitration in accordance with the rules of the American Arbitration Association. Judgment upon award may be entered in any court having jurisdiction.
If any provision of this Agreement is held invalid, the remainder shall remain in full force and effect.
Amendments
No amendment, change, or modification of this Agreement shall be valid unless in writing signed by both parties.
WebSharx Florida
