Licensing info
Teamstudio® Professional Services Agreement
This is a legal agreement between you and Teamstudio, Inc., a Massachusetts, U.S.A.corporation.
The term "you" means the company, entity or individual purchasing Services from us. The term "we" or "us" means Teamstudio, Inc., a Massachusetts, U.S.A. corporation, except that terms such as "both of us" means both you and us.
1. Services.
Services we perform for you ("Services") will be on the following terms:
(a) We will provide you those services specified in our quotation or, if no such quotation is agreed to, in accordance with our standard service offerings (the "Quotation").
(b) You agree that Services to be provided by us may be dependant on you providing certain data, information or assistance, and that such cooperation may be essential to the performance of Services by us. Any delay or failure by us to provide Services caused by your failure to provide timely and accurate information and assistance reasonably requested by us shall not be deemed to be a breach of our obligations under this Agreement.
(c) You agree that the price quotations given to you and/or the determination of the nature of the Services to be provided by us may be dependant on your providing certain data, information or assistance, and that such cooperation may be essential to our providing an accurate pricing quotation and/or determining the nature of the Services to be performed. Any delay or failure by us to provide Services caused by your failure to provide timely and accurate information and assistance reasonably requested by us shall not be deemed to be a breach of our obligations under this Agreement. Further, you agree to pay any adjusted invoice if your failure to provide timely and accurate information and/or to cooperate with us results in an inaccurate price quotation.
(d) We will have sole control over the assignment of our personnel providing Services to you. Our personnel shall at all times be subject to our employment conditions and not yours. We will use reasonable efforts to ensure that our personnel comply with security regulations and requirements made known to us concerning the conduct of personnel while on your premises.
(e) You acknowledge the substantial amount of time, money and effort that we have spent and will spend in recruitment of competent employees and subcontractors, and agree, for a period of two (2) years following the last provision of Services to you, not to employ, hire for services of any kind whether as an employee or subcontractor, solicit for employment, attempt to employ or actively assist any other entity in employing, hiring for services or soliciting for employment, any Teamstudio employee or subcontractor, or employee or subcontractor of any affiliated Teamstudio company, without our prior written consent. You also agree during that same period not to hire any Teamstudio employee or subcontractor or employee or subcontractor of any affiliated Teamstudio company to perform services outside of any written agreement with us.
(f) The fees for Services will be as specified in the Quotation. If the fees for any Services are not specified in the Quotation, such Services will be provided on a time and materials basis at our rates current when Services are performed unless the parties otherwise agree in writing. In addition, you will reimburse us for reasonable travel and accommodation and other out-of-pocket expenses incurred by us in connection with our performance of Services. Any changes requested by you in the scope of Services may require the modification of fees charged.
(g) We recognize that there may be unusual circumstances where you will, for reasons not anticipated at the time of making this Agreement, find it necessary to halt the Services before we have completed them. In the event that such a cancellation is necessary, you agree to compensate us at full market rates for all Services completed through date of cancellation as well as reimburse us for all expenses incurred in connection with the Services. Because of our scheduling requirements, you agree to pay for scheduled Services in full if you cancel less than thirty days before the commencement of the Services.
(h) We have and retain all rights, title and interest in and to all tools, utilities, methods, routines or processes developed by us or on our behalf, whether prior to, during or after the terms of this agreement, and which, in their generic form, have a general usefulness in a variety of other applications. We may use some or all of these tools, utilities, methods, routines or processes while rendering Services to you. If we do, you do not and will not have any rights in or to same.
2. Limited Warranty.
We warrant that the Services will be performed in a reasonable and workmanlike manner, consistent with generally accepted industry standards. You must report any deficiency in Services to us in writing within thirty days of completion of the Services.
THE ABOVE WARRANTIES ARE A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY US. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN PARTICULAR, WE DISCLAIM THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
As your exclusive remedy for any breach of the warranty, we will, at our expense, use commercially reasonable efforts to re-perform the deficient Services. If we are unable, after using commercially reasonable efforts, to comply with the above warranties, your sole and exclusive remedy shall be to recover the fees paid to us for the deficient Services.
3. Limitation of Liability.
In no circumstances will we be liable for any incidental, special, exemplary or consequential damages or any damages for loss of business profits, business interruption, loss of business information or other pecuniary loss arising out of the use of or inability to use the software or systems even if so advised of the possibility of such a claim.
Our maximum liability in any circumstances shall not exceed the amount paid by you for the Services.
Some states do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.
4. Not a License.
No license to our software is granted under this Agreement. You must acquire our software separately under a separate license agreement with us. You warrant that you have all software licenses (including multi-user or network licenses) for all software in use by you. You agree to provide us with proof of licensing information upon request, and will indemnify us for breach of this warranty. We will adhere to the terms of any applicable license agreement covering such software, and at the end of our performance hereunder or at your earlier direction, shall return all copies of such items furnished to us by you and keep no copies (excepting, of course, our own software that we may have provided to you separately).
5. Indemnification.
You agree to indemnify, defend and hold harmless us against any and all loss, liability, expenses and costs (including attorneys’ fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by us in connection with any threatened, pending, completed or future action, suit or proceeding to which we are, or are threatened to be, made a party arising from or related to any Services that have been provided. The terms of this Section are nonrevocable and shall survive the termination of this Agreement.
6. Price and Payment.
Unless otherwise expressly agreed to by us in writing, the terms of payment are NET 14 days from the date of invoice. Should you refuse to pay for the Services or delay payment beyond the payment terms stated above and we are forced to take action to collect payment, you are liable to us for our costs in collection, including reasonable attorneys’ fees and costs.
7. Export.
You acknowledge that the technical information or materials provided by us are subject to export controls under the U.S. Export Administration Regulations and the export regulations of other countries. You may not export or re-export, directly or indirectly, the technical information or materials unless you have obtained an appropriate authorization from the U.S. Commerce Department and any other relevant government authority.
8. Term.
This Agreement is effective until terminated in accordance with this Section. We may terminate this Agreement immediately if you breach any of the provisions of this Agreement, including your failure to pay for the Services in accordance with the terms of this Agreement. If you fail to timely pay any of the amounts due or otherwise breach this Agreement, the due dates of all amounts payable hereunder will automatically be accelerated so that they become immediately due and payable, even if longer terms had been provided previously. You may terminate this Agreement upon notice to us for our failure to perform the Services as provided herein, provided you give us 15 days’ notice and an opportunity to cure. The provisions of this Agreement (other than our obligation to provide Services) shall survive the termination or expiration of this Agreement. Termination does not relieve a party for breach occurring prior to termination.
9. General.
The validity, construction and performance of this Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, USA applicable to contracts executed in and performed entirely within such Commonwealth, without reference to any choice of law principles of such Commonwealth. No amendment, modification or change to this Agreement, or any waiver of any right or remedy under this Agreement, will be valid unless in writing and signed by an authorized representative of the party to be bound. If any provision of this Agreement conflicts with the law under which this Agreement is to be construed or if any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, that provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with the applicable law. The remaining provisions of this Agreement will not be affected thereby, and each of those provisions will be valid and enforceable to the full extent permitted by law. In the event that either party is unable to perform any of its obligations under this Agreement because of an event wholly beyond its control, including but not limited to, fire, natural disaster and action or decree of a governmental body, the party who has been so affected shall immediately give written notice to the other party and use reasonable efforts to resume performance. In connection with any dispute under this Agreement, if requested by us, you agree to submit to arbitration in a forum selected by us within the Commonwealth of Massachusetts for the resolution of any disputes, hereunder; provided, this does not limit our right to obtain injunctive relief in any court of competent jurisdiction. This Agreement constitutes the entire agreement of the parties, superseding all prior agreements and understandings as to the subject matter hereof, notwithstanding any oral representations or statements to the contrary heretofore made.
