This Agreement (the “Agreement”) is entered by and between webNAppMakers, LLC. (“WAM”), "Your Company" (the “Client” and together with WAM, the “Parties”). "Services" means the products and services that are ordered by Client and made available by WAM online via the customer login link at ordant.com and/or other web pages designated by WAM. "Users" means individuals who are authorized by the Client to use the Services, for whom subscriptions to the Service have been ordered, and who have been supplied user identifications and passwords by Client (or by WAM at Client’s request). Users may include but are not limited to Client’s employees, consultants, contractors and agents, and third parties with which Client transacts business. "Client Data" means all electronic data or information submitted by Client to the Services.
This Agreement shall become effective as of the Effective Date and, unless otherwise terminated in accordance with the provisions of description on page 2 and 3 of signed agreement, will continue until the Services have been completed and WAM has been paid in full for such Services(the “Term”)
Any notice or other communication provided for herein or given hereunder to a Party hereto shall be in writing and shall be given in person, by overnight courier, or by mail (registered or certified mail) to WAM:
WebNAppMakers, 44 Deepath Rd., Deer Park, IL 60010
This Agreement may be terminated: By either Party for a material breach of any provision of this Agreement by the other Party, if the other Party’s material breach is not cured within 30 days of receipt of written notice thereof. By WAM at any time and without prior notice, if the client fails or refuses to comply with the written policies or reasonable directives of the WAM, or is guilty of serious misconduct in connection with performance under this Agreement. Following the termination of this Agreement for any reason, the client shall promptly pay WAM the total remaining amount listed on page 2 and 3 of signed agreement. If the agreement is terminated before 12 months period, then all the discounts will considered void, and client will be responsible for the payment of total amount of this agreement without any discount; which will be subtotal (amount before discounts) plus 12 times the monthly charges, listed on page 2 and 3 of signed agreement.
WAM agrees, during the Term and thereafter, to hold in strictest confidence, and not to use, except for the benefit of the client, or to disclose to any person, firm, or corporation without the prior written authorization of the client, any Confidential Information of the client. “Confidential Information” means any of the client’s proprietary information, trade secrets, or know-how, including other business information disclosed to WAM by the client either directly or indirectly. WAM may use the Confidential Information to the extent necessary for negotiations, discussions, and consultations with client personnel or authorized representatives or for any other purpose the client may hereafter authorize in writing.
The Parties each represent and warrant as follows: A. Each Party has full power, authority, and right to perform its obligations under the Agreement. B. This Agreement is a legal, valid, and binding obligation of each Party, enforceable against it in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, or similar laws affecting creditors’ rights generally and equitable remedies). C. Entering into this Agreement will not violate the charter or bylaws of either Party or any material contract to which that Party is also a party.
WAM hereby warrants and represents that for a period of 30 days following delivery of the Website application to the client pursuant to page 2 and 3 of signed agreement description (the “Warranty Period”), the Website application will be free from programming errors and defects in workmanship and materials, and will conform to the specifications of page 2 and 3 of signed agreement. If programming errors or other defects are discovered during the Warranty Period, WAM shall promptly remedy those errors or defects at its own expense; provided, however, that WAM shall not be obligated to remedy any such error or defect unless the client notifies it of the existence and nature of such error or defect promptly on its discovery thereof. Failure to notify WAM of any programming errors and defects in the warranty period constitutes an irrevocable acceptance of the order.
WAM shall be not be considered in breach of or in default under this Agreement on account of, and shall not be liable to the client for, any delay or failure to perform its obligations hereunder by reason of fire, machinery breakdown, acts of God, and from other actions, both governmental and otherwise, including but not limited to war, riot, seizure, embargo, earthquake, flood, explosion, strike, terrorism, or similar event beyond WAM’s reasonable control (each a “Force Majeure Event”). WAM shall inform the client immediately of any anticipated delays in the delivery schedule and of any remedial actions being taken to ensure completion of the Website application according to such schedule. The client may not declare a breach, and WAM cannot be held in breach of this Agreement, of this section if a delay is caused by an action or failure of action of the client. In such case work on the Website application shall not continue until the client has resolved the reason for the delay. The client would be responsible for payment of remainder of the amount listed on page 2 and 3 of signed agreement within 5 working days.
The client represents to WAM an unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to WAM for inclusion in the Website application are owned by the client, or that the client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, indemnify, and defend WAM and its subcontractors from any liability (including attorneys’ fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the client.
The client understands that WAM while setting up the products will make sure that all the pricing is based on customer’s requirements and make an effort to test it as much as possible/reasonable. Since the nature of the products is formulaic and if a number/price is not achieved based on the formula, WAM will bring it to the attention of the client. But client also understands that because of the nature of the process, that some numbers may not be accurate, either because of a programmatic error or human entry error. The client takes full responsibility for double-checking all the prices, and bringing it to WAM’s attention if a number/price is not accurate. WAM under no circumstance will be responsible if any number/price does not come accurately and client does not bring the error to WAM’s attention.
All references in this Agreement to the Parties shall be deemed to include, as applicable, a reference to their respective successors and assigns. The provisions of this Agreement shall be binding on and shall inure to the benefit of the successors and assigns of the Parties.
WAM shall not be liable in contract or in tort (including negligence) to the customer for incidental or consequential damages arising out of or resulting from WAM's performance or nonperformance of obligations under this contract including but not limited to claims for lost profits or other economic damages.
The client shall indemnify and hold harmless WAM from and against all Claims that it may suffer from or incur and that arise or result primarily from (I) the client’s operation of its business, (II) the client’s breach or alleged breach of, or its failure or alleged failure to perform under, any agreement to which it is a party, or (III) the client’s breach of any of its obligations, agreements, or duties under this Agreement.
WAM reserves all rights title and interest in and to the Services, including all related intellectual property rights. No rights are granted to Client hereunder other than as expressly set forth herein.
WAM shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Client, including Users, relating to the operation of the Services.
The laws of the state of California shall govern this Agreement. In the event that litigation results from or arises out of this Agreement or the performance thereof, the Parties agree to reimburse the prevailing Party’s reasonable attorneys’ fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing Party may be entitled.
The client hereby represents and warrants as follows: A. The client will make timely payments of amounts earned by WAM under this Agreement and as detailed in Page 2 and 3 of signed agreement. B. The client shall notify WAM of any changes to its procedures affecting WAM’s obligations under this Agreement at least 30 days prior to implementing such changes. C. The client shall provide such other assistance to WAM, as WAM deems reasonable and appropriate.
WAM shall make the Services available to Client pursuant to this Agreement during a subscription term. Client agrees that client’s purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by WAM regarding future functionality or features.
Subscription Services (i) Services are purchased as User subscriptions and may be accessed by no more than the specified number of Users, (ii) additional User subscriptions may be added during the applicable subscription term at the same pricing as that for the pre-existing subscriptions thereunder, prorated for the remainder of the subscription term in effect at the time the additional User subscriptions are added, and (iii) the added User subscriptions shall terminate on the same date as the pre-existing subscriptions. User subscriptions are for designated Users only and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Services.
Except as otherwise specified in page 2 and 3 of signed agreement, all User subscriptions shall automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. The per-unit pricing during any such renewal term shall be the same as that during the prior term unless WAM has given Client written notice of a pricing increase at least 30 days before the end of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter.
Upon request by Client made within 30 days after the effective date of termination of a services subscription,WAM will make available to Client for download a file of Client’s Data in comma separated value (.csv) format. After such 30-day period, WAM shall have no obligation to maintain or provide any of Client’s Data and shall thereafter, unless legally prohibited, delete all of Client’s Data in WAM’s systems or otherwise in WAM’s possession or under WAM’s control.
Should the client's account become delinquent, client agrees to pay a monthly finance charge of 1-1/2% (annual percentage rate of 18%) on the unpaid balance. In the event WAM commences legal action to enforce any terms of this agreement, customer agrees to pay reasonable attorneys’ fees and costs.
WAM may transfer the right to receive any amounts that may be payable to it for its Services under this Agreement.
Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or enforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provisions had never been contained herein.
This Agreement, constitutes the final, complete, and exclusive statement of the agreement of the Parties with respect to the subject matter hereof, and supersedes any and all other prior and contemporaneous agreements and understandings, both written and oral, between the Parties.
For purposes of this Agreement, use of a facsimile, e-mail, or other electronic medium shall have the same force and effect as an original signature.
By using this software the Client agrees to above listed Terms and Conditions.