Development Project: Terms & Conditions

Last Updated: 22 April 2022

Relationship of the Parties

Nothing contained herein will be construed as creating any agency, partnership, joint venture or other form of joint enterprise between Logicbrush Studios (the “Developer”) and you (the “Customer”). Developer is an independent contractor, and neither Developer nor Developer's staff is, or shall be deemed, Customer’s employees.

Ownership of Product

Developer assigns to Customer its entire right, title and interest in anything created or developed by Developer for Customer (the "Work Product") including all patents, copyrights, trade secrets and other proprietary rights. This assignment is conditioned upon full payment of the compensation due Developer.

Warranties

Warranty of Performance: Developer warrants that for 90 days following Product release to the public, or for the duration for which Customer is hosting the site with Developer, whichever is greater, the Work Product will be free from material reproducible design or programming errors and defects in workmanship and materials, and will conform to the specifications as identified herein when maintained and operated in accordance with Developer's instructions. If material reproducible design or programming errors are discovered during the warranty period, Developer shall promptly remedy them at no additional expense to Customer. This warranty to Customer shall be null and void if Customer is in default or if the nonconformance is due to: 

    1. Hardware failures due to defects, power problems, environmental problems or any cause other than the Work Product itself;
    2. Modification of the Work Product operating systems or computer hardware by any party other than Developer; or
    3. Misuse, errors or negligence of Customer, its employees or agents in operating the Work Product.

Developer shall not be obligated to cure any defect unless Customer notifies it of the existence and nature of such defect promptly upon discovery. 

Warranty of Title: Developer owns and has the right to license or convey title to the Work Product and any associated documentation. Developer will not grant any rights or licenses to any intellectual property or technology that would conflict with Developer's obligations. 

Warranty Against Disablement: Developer expressly warrants that no portion of the Work Product contains or will contain any protection feature designed to prevent its use. This includes, without limitation, any computer virus, worm, software lock, drop dead device, Trojan-horse routine, trap door, time bomb or any other codes or instructions that may be used to access, modify, delete, damage or disable Customer's Work Product or computer system. Developer further warrants that it will not impair the operation of the Work Product in any way other than by order of a court of law. 

THE WARRANTIES SET FORTH HEREIN ARE THE ONLY WARRANTIES GRANTED BY DEVELOPER.  DEVELOPER DISCLAIMS ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 

Limitation of Liability

In no event shall either party be liable for lost profits of the other party, or special or consequential damages, even if the first party has been advised of the possibility of such damages.

Developer's total liability under this Agreement for damages, costs and expenses, regardless of cause, shall not exceed the total amount of fees paid to Developer by Customer. 

Customer shall indemnify Developer against all claims, liabilities and costs, including reasonable attorney fees, of defending any third party claim or suit arising out of the use of the Work Product provided, other than for infringement of intellectual property rights.  Developer shall promptly notify Customer in writing of any third party claim or suit and Customer shall have the right to fully control the defense and any settlement of such claim or suit.

Confidentiality

During the term of engagement and for no less than 3 years afterward, Developer will use reasonable care to prevent the unauthorized use or dissemination of Customer's confidential information. Reasonable care means at least the same degree of care Developer uses to protect its own confidential information from unauthorized disclosure.

Confidential information is limited to information clearly marked as confidential, or disclosed orally that is treated as confidential when disclosed and summarized and identified as confidential in a writing delivered to Developer within 2 days of disclosure. Confidential information does not include information that:

    1. The Developer knew before Customer disclosed it;
    2. Is or becomes public knowledge through no fault of Developer;
    3. Developer obtains from sources other than Customer who owe no duty of confidentiality to Customer, or;
    4. Developer independently develops.

Termination of Engagement

The project may be terminated by Customer at its convenience, for any reason with 7 days prior notice.  In the event of termination, all amounts payable or accrued to Developer under this Agreement shall become immediately due and payable. For work in progress, Customer shall compensate developer at its standard hourly rate ($125), up to the total quoted price for the project.  Developer shall provide to Customer an itemized invoice stating the accrued hours and due compensation.

Governing Law

These terms & conditions shall be interpreted under the laws of the Commonwealth of Pennsylvania. Any and all legal actions relative hereto shall be in the courts of the Commonwealth of Pennsylvania.