This Service Agreement (“Agreement”) applies to and governs the execution of Statement of Work(s), projects, letters of intent, or any other documents (“SOW”) between HostMentor or any of its affiliates [specifically identified in the SOW] (“Consultant/Consultant”) and the Customer for the provision of professional services (“Services”) or deliverables (“Deliverables”) for software development and consulting.
Payments: The Customer agrees to make payment within 15 days upon receipt of an invoice. In the event of a delay in payment exceeding 5 days from the due date, the Customer shall be liable to pay interest of 1.5% per month or the maximum permitted by applicable law, whichever is less, on the delayed payments from the due date. If the Fees or expenses are not paid, the Consultant may be relieved of its obligations under this Agreement and retain rights to the outstanding Services. If offshore Services are provided from Consultant’s locations in India, The relationship between Consultant and the Customer is that of an independent contractor, and no joint partnership, joint venture, agency, or employer-employee relationship is created by this Agreement.
Approval Process: The Customer has seven (7) days following receipt of the Services or Deliverables (“Acceptance Period”) to complete acceptance tests based on the agreed acceptance criteria stated in the SOW (“Acceptance Criteria”). If no notice of non-conformance to the Acceptance Criteria is reported during the Acceptance Period, the Deliverables or Services are deemed accepted by the Customer.
Confidentiality: Confidential information includes any information disclosed by one party to the other party, in any form, such as documents, business plans, source code, software, technical/financial/marketing/customer/business information, specifications, analysis, designs, drawings, data, computer programs, and information relating to personnel or Affiliates of a party. Confidential Information does not include information that is publicly known, received from a third party without breaching this Agreement, already in the possession of the Receiving Party without confidentiality restrictions, permitted for disclosure by the Disclosing Party in writing, independently developed by the Receiving Party without the use of Confidential Information, or required to be disclosed by the Receiving Party pursuant to an order or requirement from a court, administrative or governmental agency (provided that the Disclosing Party is promptly notified). The Receiving Party agrees not to use any Confidential Information except for conducting business with the Disclosing Party or as otherwise agreed in writing.
Intellectual Property Rights: The Customer shall own all right, title, and interest in and to the Deliverables upon full payment to the Consultant. To the extent that the Deliverables incorporate Consultant’s pre-existing intellectual property (“Consultant Pre-existing IP”), and such Consultant Pre-existing IP is necessary for the proper functioning of the Deliverables, Consultant grants the Customer a perpetual, non-exclusive, worldwide, transferable, royalty-free license to use such Consultant Pre-existing IP solely along with the Deliverables.
Warranties: Except as expressly stated in this Agreement, the parties disclaim all warranties, whether implied, statutory, or in any communication between them, including without limitation, the implied warranties of merchantability, non-infringement, title, and fitness for a particular purpose.
Limitation of Liability: The total liability of the parties under this Agreement (whether in contract, tort, including negligence) shall not exceed the fees paid to Consultant. The parties disclaim any indirect, special, consequential, or incidental damages or loss of revenue or business profits, even if advised of the possibility of such damages. These limitations of liability apply notwithstanding the failure of essential purpose of any limited remedy provided herein.
Termination: Either party may terminate the Agreement upon sixty (60) days’ notice to the other party. Either party may terminate this Agreement immediately if the other party breaches the terms of this Agreement and the breach remains uncured for 30 days from the date of receipt of notice. In case of termination, the Consultant shall be paid for the Services provided on a pro-rata basis.
Non-Hire and Non-Solicitation: During the term of this Agreement and for one (1) year thereafter, neither party shall directly or indirectly recruit, solicit, or induce any personnel, Consultant, or advisor of the other party to terminate their relationship without the prior written permission of the other party.
Force Majeure: Neither party shall be liable for any failure or delay in fulfilling the terms of this Agreement due to fire, strike, war, civil unrest, terrorist action, government regulations, acts of Nature, or other causes beyond the reasonable control of the party claiming force majeure. This provision does not relieve either party from its obligation to pay any sum due to the other party.
Subcontracting: Consultant may subcontract services to any of its affiliates.
Governing Law and Dispute Resolution: The terms of this Agreement shall be governed, interpreted, and construed in accordance with the laws of the State.
Entire Agreement: This Agreement constitutes the complete agreement between the parties regarding the subject matter and supersedes all previous agreements, whether oral or written. This Agreement may not be extended, amended, terminated, or superseded except by written agreement between the parties. Standard terms and conditions of purchase orders, invoices, or similar documents, whether hosted on a party’s website or otherwise, shall be ineffective. There are no intended third-party beneficiaries to this Agreement. Each Agreement may be executed in one or more counterparts (including scanned copies), all of which, when signed, constitute a single agreement between the parties.
