The general terms, policies, disclosures, warranties, and conditions of the professional services of Devmatics, LLC.
These terms and conditions are subject to change at anytime with or without notice.
The Client (Company, Customer, Client, You) wishes to use the services of Devmatics, LLC., an Oregon Limited Liability Corporation, (Contractor, Consultant, Us), and the Contractor desires to provide services to the Company, on the terms and conditions provided in this Agreement.
SCOPE OF SERVICES & RESPONSIBILITIES
Devmatics is a professional firm that delivers technology and marketing services to its clients. Depending on the specific requirements of the engagement, We can be responsible for the following:
- We can lead or assist with managing and planning the Client’s technical operations, including developing new software or implementing existing projects.
- We can lead or assist with developing Client and internal infrastructure projects using Amazon Web Services (AWS), Microsoft Azure, or other hosting providers.
- We can lead or assist with onboarding the Client’s clients to the Client’s platforms, solutions, software, and services.
- We can lead or assist with the project management of designated Client technology or marketing projects.
- We can work with your existing internal and external teams on various on-going technology, marketing, and business projects.
- We can support on-going sales and marketing efforts for Client products and services.
- We can support the development of strategies to help the Client find new clients and business opportunities
- We can create or assist in the creation of Client communications, including emails, graphics, social media content, written documentation, and website content.
- We can support the development of new Client products or services and enhancements to existing products or services.
- We will regularly communicate the status of any on-going and future work.
- We can provide any other reasonable request related to developing the Client’s products, services, processes, solutions, and client projects required by this engagement.
As your technology and marketing firm, We will be responsible for the above services. As this is a mutual relationship, the Client will be responsible for the following:
- You will support your on-going sales, marketing, and administrative operations.
- You will retain a qualified internal sales, development, operations, accounting, and human resources team.
- If necessary, you will provide any specialized software, services, hardware, or equipment to complete the required tasks to the firm.
- You will follow all industry, local, state, and federal laws, rules, and regulations.
- You will pay all relevant taxes, fees, and financial obligations to industry, local, state, and federal agencies.
- You will retain any relevant insurance to cover the operations of the Client.
- You will retain any necessary licenses to cover the operations of the Client.
- You will compensate any 3rd party vendor retained for this project (e.g., hosting, domain registration, software licensing, etc.) fees on time.
- You will regularly communicate the status of any on-going and future work.
- You will oblige any other reasonable request to assist with the support of on-going operations required by this engagement.
LIMITED LIABILITY ACKNOWLEDGEMENT
We will provide guidance, recommendations, and consulting services regarding the Client’s technology and marketing. However, the ultimate responsibility for the continuity of operation, reliability, security, and support of all systems and functions remains with the Client. This disclaimer includes but is not limited to security, intrusion prevention, end-user support, legal compliance, regulatory compliance, help desk support, maintenance, customer end-user support, data backup, and management.
Additionally, We disclaim any liability associated with any 3rd party provider. We might engage for the benefit of the Client. This disclaimer includes but is not limited to infrastructure providers, web hosting, email hosting, telecommunication hosting, managed services of the Client’s account, remote backup services, payment processing, and other related technical and professional services.
EMPLOYEES & CONTRACTORS
The firm’s employees and contractors, if any, who perform services for the Client under this agreement shall also be bound by the provisions of this agreement.
To the extent that We are acting on behalf of the Client and at the direction of management, the Client agrees to indemnify the firm for any damages that may result from the firm’s good faith actions.
During this engagement, We may have access to the Client’s proprietary information, including, without limitations, oral and written communication and material concerning or about the Client’s trade secrets, strategic plans, source code, binary files, business methods, plans, and, projects.
Regardless of its form, We acknowledge that such information is confidential and proprietary to the Client. We shall not use, copy, or disclose the information in whole or in part in any manner or to any person or entity without the express prior written consent of a duly authorized officer of the Client. The confidentiality provisions shall remain in full force and effect after the termination of this agreement.
RETURN OF CLIENT RECORDS
Upon termination of this Agreement, We shall deliver all records, notes, and data of any nature that are in the firm’s possession or under the firm’s control and that are Client’s property or relate to the Client’s business.
INDEPENDENT CONTRACTOR ACKNOWLEDGEMENT
The Firm and Client acknowledge that this is an independent contractor agreement. The firm shall determine how the Services are to be performed, what staff are assigned to work on the Client’s projects, the location of where services are completed, the specific hours to be operated by the firm, and any internal day-to-day operations of the firm.
Except when specifically discussed and agreed to in advance, the firm acknowledges and agrees that the Client will own all intellectual property rights in the products, services, processes, documentation, etc., developed for the Client’s sole benefit. Sole benefit is defined as any deliverable developed for the Client’s exclusive use and not specifically covered in the proprietary rights listed below.
The Firm reserves the right to claim credit for the work (e.g., listed contributors on patents, acknowledged on the firm’s website, industry awards, etc.) performed for the Client’s benefit. The Firm reserves the right to reuse any intellectual property (e.g., source code, processes, documentation, written content, graphics, designs, etc.) created in conjunction with their work for the Client on any future projects or products.
Except when specifically discussed and agreed to in advance, the Client acknowledges and agrees that the firm owns all intellectual property rights in their products, services, processes, documentation, etc., that are licensed to the Client. Any modifications, extensions, customization, etc., made to the firm’s existing products or services are the firm’s sole and exclusive property.
Except as expressly stated herein, this agreement does not grant the Client any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the firm’s products, services or documentation.
This agreement shall not prevent the firm from entering into similar agreements with third parties or independently developing, using, selling, or licensing documentation, products, and services similar to those provided.
PROFESSIONAL SERVICE FEES
For work not covered under another specific scope of services, the firm agrees to work on client projects for a standard fee of $175 per hour for professional services. The fee is inclusive of all the services mentioned in the proceeding paragraphs. Any additional time (e.g., excessive client meetings, phone calls, etc.), fees, or costs incurred above and beyond this agreement due to on-going business will be disclosed, discussed, and agreed upon in advance with the Client.
Fees do not include out-of-pocket expenses advanced on behalf of the Client, such as computer charges, licensing fees (e.g., artwork, photography, hosting, software, video, etc.), postage, photocopying, external professional services, or travel. All out-of-pocket expenses will be billed separately at their respective costs.
Statements for services will be sent monthly and are due within 30 days of receipt. Payments should be made payable to Devmatics, LLC. All payments should be remitted in United States Dollars. Acceptable payment methods are wire transfers, ACH transfers, business checks, and cashier checks.
Fees will be calculated monthly, and invoices will be dated on the last day of the month. The monthly invoice will include that month’s services, fees, expense reimbursement, and other charges.
The Client acknowledges and agrees that the firm is not required to continue work in the event of the Client’s failure to pay on a timely basis for services rendered. The Client further acknowledges and agrees that in the event the firm stops work or withdraws from this engagement as a result of the Client’s failure to pay on a timely basis for services rendered that the firm is not liable to the Client for any damages that occur as a result of ceasing to render services.
MEDIATION AND ARBITRATION
If any dispute arises between the Firm and Client hereto, the Firm and Client agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Arbitration Rules and Mediation Procedures before resorting to litigation. The Firm and Client shall share the costs of any mediation proceeding equally.
If the Firm and Client can not resolve the dispute through mediation, both parties agree to resolve the dispute by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules and Mediation Procedures before resorting to litigation. The Firm and Client shall share the costs of any mediation proceeding equally. Such arbitration shall be binding and final. In agreeing to arbitration, We both acknowledge that in the event of a dispute over fees charged by the firm, each party is giving up the right to have the dispute decided in a court of law before a judge or jury. Instead, both parties accept the use of arbitration for resolution.
DURATION & TERMS
This engagement letter will continue in effect until canceled by either party. Either party can cancel this agreement with a thirty-day notice to the other party.
All notices required or permitted under this agreement shall be in writing and shall be deemed delivered when delivered in person or deposited in the United States/Canada mail, postage prepaid, addressed to the appropriate location. Electronic notices shall be deemed delivered when sent to the following address, email@example.com. Either party may change their addresses by providing written notice to the other.
This agreement contains the parties’ entire agreement, and there are no other promises or conditions in any additional agreement, whether oral or written. This agreement supersedes any prior written or oral agreements between the parties.
This letter may be modified or amended if the amendment is made in writing and is signed by both parties.
If any provision of this agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this agreement is invalid or unenforceable but that by limiting such provision, it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
APPLICABLE LAW & VENUE
This agreement shall be governed by the laws of the State of Oregon, USA. The venue for all legal proceedings will occur in Marion County, Oregon, USA.