THIS AGREEMENT is made this 18 day of January , 2020 by and between Qualiteam Corp, hereinafter the "Service Provider", and Your company, hereinafter the "Customer", (each a "Party" and both the "Parties").
A. Customer operates a certain online store (the "Store") and has documents (the "Source Documents") in either paper or electronic form containing products catalog data.
B. Customer requires the data from the Source Documents to be entered/updated in the Store and wishes to retain the data management services (the "Service") of the Service Provider to perform such operation.
C. The Service Provider has expertise in the areas desired by the Customer and wishes to accept the assignment to provide the Service to the Customer pursuant to the terms and conditions set forth in this Agreement.
1. Authorization for accessing the Store
Customer hereby acknowledges that Customer has chosen the remote data management service. By accepting this Agreement, Customer acknowledges and authorizes Service Provider to perform all updates and changes remotely, as Service Provider deems necessary, to the Store when needed with or without notice. By accepting this Agreement, Customer represents and warrants that it has the right and authority to permit Service Provider to access the Store and to make any changes needed to provide the Service.
2. Service Fees
Customer shall pay the fees ("Fees") for the Services purchased by Customer in accordance with Service Provider's Pricing that is incorporated into this Agreement by reference. Service Provider may change its Pricing and the fees for its Services from time to time. Service Provider's changes to the Pricing are effective after Service Provider provides Customer with at least fourteen (14) days' notice of the changes by posting the changes on the Service Provider's website.
3.1. During the term of this Agreement and thereafter, each Party will use and reproduce the other Party’s Confidential Information only for purposes of this Agreement and only to the extent necessary for such purpose and will restrict disclosure of the other Party’s Confidential Information to its employees, consultants or independent contractors with a need to know and will not disclose the other Party’s Confidential Information to any third party without the prior written approval of the other Party. Notwithstanding the foregoing, it will not be a breach of this Agreement for either Party to disclose Confidential Information of the other Party if required to do so under law or in a judicial or other governmental investigation or proceeding. As used in this Agreement, the term "Confidential Information" refers to: (i) the terms and conditions of this Agreement; (ii) the Source Documents (iii) each Party’s trade secrets, business plans, strategies, methods and/or practices; and (iv) any other information relating to either Party or its business that is not generally known to the public, including but not limited to information about either Party’s personnel, products, customers, marketing strategies, services or future business plans. Notwithstanding the foregoing, Confidential Information specifically excludes (A) information that is now in the public domain or subsequently enters the public domain by publication or otherwise through no action or fault of the other Party; (B) information that is known to either Party without restriction, prior to receipt from the other Party under this Agreement, from its own independent sources as evidenced by such Party’s written records, and which was not acquired, directly or indirectly, from the other Party; (C) information that either Party receives from any third party reasonably known by such receiving Party to have a legal right to transmit such information, and not under any obligation to keep such information confidential; and (D) information independently developed by either Party’s employees or agents provided that either Party can show that those same employees or agents had no access to the Confidential Information received hereunder.
3.2. The receiving Party agrees to return or destroy, and certify such destruction has been completed, the disclosing Party’s Confidential Information upon termination or expiration of this Agreement or upon any request of the disclosing Party.
3.3. The Parties agree that if the receiving Party commits a breach, or threatens to commit a breach of the provisions of this section , then the disclosing Party shall have the right to bring an action for injunctive relief or any other action at law or equity to specifically enforce the terms of this clause, it being acknowledged and agreed that any such breach or threatened breach could cause irreparable injury and that money damages may not provide an adequate remedy.
3.4. The parties agree to ensure that their affiliated companies, owners, leading personnel, consultants and board members adhere to the above mentioned secrecy undertaking.
4. Disclaimer and Release.
4.1. Disclaimer. Customer acknowledges that Service Provider disclaims any and all liability, damages, losses, expense and costs arising or resulting from or in connection with the use of the Service provided pursuant to this Agreement whether by Customer or by others, including, but not limited to, contents of transmissions from Customer’s computers or file sharing, print sharing or other capabilities from which others may gain access to Customer’s computers.
4.2. Release and Waiver. Customer hereby releases and waives any and all claims for damages against Service Provider, its parent and affiliates, and each of their directors, officers, employees and agents from and against any and all liability, damages, losses, expenses and costs arising or resulting from or in connection with the installation or configuration of the Software Product and any other required software. CUSTOMER WILL INDEMNIFY AND HOLD SERVICE PROVIDER FROM ANY AND ALL LIABILITY ARISING FROM THE SERVICE PROVIDED PURSUANT TO THIS AGREEMENT.
5. No warranties
THE SERVICE IS PROVIDED ON AN "AS IS", AS-AVAILABLE BASIS. PROVIDER MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE CAPABILITY OF THE SERVICE. ALL WARRANTIES OF ANY TYPE, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS ARE EXPRESSLY DISCLAIMED. PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY, OR THAT THE SITE IS FREE OF OTHER HARMFUL COMPONENTS.
6.1 Termination Without Cause. Either party may terminate the provision of Service prior to completion of the Service, with or without cause, by giving 10 (ten) days prior written notice of termination to the other party.
6.2 Termination For Cause. Either party may terminate the provision of Service for cause in the event that the other party substantially defaults under any term or condition contained herein; provided that if the termination is against the Service Provider based upon the performance or lack of performance of the Service Provider's responsibilities, the Service Provider shall first be given 10 (ten) days advanced written notice specifying the alleged deficiency in detail and Service Provider shall have such 10 (ten) day period to reasonably cure the alleged default.
6.3 Termination Prior To Completion. Upon any early termination prior to completion of the Service, the Service Provider shall immediately cease work on the relevant project and shall issue an invoice to the Customer for all work performed through the date of termination. The final invoice shall be due and payable by the Customer upon receipt thereof.
6.4 Survival of Certain Provisions. In the event of any termination, the following provisions shall continue in full force and affect: (i) the obligation of the Customer to make payments due hereunder to the Service Provider, and (ii) confidentiality provisions.
7. Governing law
This Agreement is governed by English law. Any dispute arising out or in connection with this agreement including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the Rules of the London Court of International Arbitration ("LCIA") which Rules are deemed to be incorporated by reference into this clause. The place of arbitration shall be London, England.
8. Additional terms
In addition to this Agreement, the Customer has to comply with the following Additional Terms. We expect the Customer to read these Additional Terms carefully, all of which are made part of this Agreement:
- Pricing: http://www.x-cart.com/data_entry_and_catalog_management.html
- Moneyback policy: http://www.x-cart.com/moneyback_policy.html
- Trademark policy: http://www.qtmsoft.com/trademark-policy.html