Terms of Service

Effective Date: 02-12-2024

These Terms and Conditions (“Agreement”) are made between Petabridge, LLC, a Texas limited liability company with its principal place of business at 96 Beachwalk Blvd Suite 210, Conroe, Texas, USA, 77304 (“Company”) and all visitors, users, clients and customers (“You”, “Your”, or “Client”) must comply with when using the Website. By using the Website, You agree to abide by all of the terms and conditions in this Agreement.

Any purchases you make from this website are also governed by the terms included in this Agreement - please see the Exhibits below.

RECITALS

WHEREAS, Company is in the business of computer software consulting and development services.
WHEREAS, Client desires to engage Company to provide software consulting and development services, and Company agrees to perform such services, on the terms and conditions set forth herein.
WHEREAS, Company and Client agree that this Agreement shall apply to all such future services. Material revisions to this Agreement will be indicated by an updated effective date at the top left corner of this page.

AGREEMENT

THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Services

Company agrees to perform services for Client as described in one or more Statements of Work, the form of which are attached hereto as exhibits (the “Services”). Any conflict or inconsistency between the provisions of this Agreement and any executed Statement of Work shall be resolved by giving precedence to the executed Statement of Work under which the Services are to be performed and then to this Agreement.

2. Cooperation

Client shall assist Company in the performance of its obligations under this Agreement and shall undertake the responsibilities specified in this Section 2 at its own expense. Client shall make available to Company a designated representative, (“Client’s Representative”), who shall be authorized to make binding decisions for Client regarding the obligations which are the subject of this Agreement, and shall perform or have performed other duties and requirements of Client as set forth in this Agreement or in an applicable Statement of Work.

3. Reliance

Client understands that Company shall rely upon Client’s Representative as having the authority specified in Section 2 herein and that all official communications from Company to Client shall be addressed to Client’s Representative.

4. Work Provisions

4.1 Independent Contractor

For all purposes hereof and in the performance of its obligations under this Agreement, Company is and shall remain an independent contractor and nothing in this Agreement or in a Statement of Work shall be deemed or construed to create an employer/employee, joint venture or partnership relationship between Company and Client. Nothing herein shall be deemed or construed to create an employment relationship between Client and any employee, agent or independent contractor of Company. Neither party shall have any authority to insure any obligations on behalf of the other party or to make any promise, representation or contract of any nature on behalf of the other party.

4.2 Company’s Personnel

Unless otherwise stated in the applicable Statement of Work, Company shall have sole discretion over the identity of its personnel used to provide the Services, provided that Company shall ensure that the personnel are in all cases suitably qualified and experienced. Where specific personnel are specified in an applicable Statement of Work, Company shall use reasonable efforts to provide the Services through those personnel, provided that Company shall be entitled to replace such personnel with personnel of equivalent qualification and experience on no less than 5 business days notice to Client.

4.3 Non-Exclusivity

Without authorizing Company (or its personnel) to engage in any conduct or activities which would result in a breach or violation of any term of this Agreement, Client recognizes that Company’s personnel providing services to Client under this Agreement may perform similar services from time to time for other persons, firms, or entities, and this Agreement shall not prevent Company from using such personnel for the performance of such similar services for such others. Company recognizes that Client may engage other consultants to perform similar services from time to time, and this Agreement shall not prevent Client from using such consultants.

4.4 Intellectual Property Definitions

4.4.2 “Type A Deliverables” shall mean Deliverables that are specific to Client’s Business, including, but not limited to source code and documentation associated therewith. Examples of Type A Deliverables include custom graphics and view templates, custom CSS and JavaScript files, helper modules, model and controller classes, and executable specifications and tests, used by the developers to build applications.

4.4.3 “Type B Deliverables” shall mean Deliverables that are not specific to Client’s Business, including, but not limited to frameworks, tools, methodologies, plug-ins and third party source code and documentation associated therewith. Examples of Type B Deliverables might include patches or enhancements to open source libraries, development tools, or documentation, contributions to which are generally-accepted practice in the open-source world.

4.5 Ownership

Once (i) approved by the Client, (ii) paid for by the Client in full as per the applicable Scope of Work (“SOW”), the final finished Type A Deliverables shall be transferred to the Client and become the exclusive property of the Client, other than for the promotional use as described herein. If for any reason the Client does not accept the Type A Deliverables Work or a specific element of the Type A Deliverables, all rights in and to the Type A Deliverable revert back to Company.

4.6 Idea Rights

All preliminary ideas, concepts, drawings, artwork, specifications, presentation materials and any other work product not included in the Type A Deliverables will remain the exclusive property of Company.

4.7 License of Type B Deliverables

Company hereby grants to Client a nonexclusive, nontransferable (other than the right to sublicense such uses to Client’s Web hosting or Internet service providers), perpetual, worldwide license to use the Type B Deliverables solely to the extent necessary to effectuate any of the deliverables contained in one or more SOW(s). Client may not directly or indirectly, in any form or manner, decompile, reverse engineer, create derivative works or otherwise disassemble or modify any Designer Tools comprising any software or technology of Company.

4.8 Progress Reports

Company will submit interim progress reports at such times and in such reasonable detail as Client may reasonably request.

5. Warranties

5.1 Warranty of Authority; No Conflict

Each party warrants that it is authorized to enter into this Agreement and to perform its obligations hereunder, and that its performance hereunder shall not conflict with, limit or be contrary to any other agreement.

5.2 Warranty of Services and Software

5.2.1 Limitations of Liability

THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT WHEN OTHERWISE STATED IN WRITING THE MATERIALS PRODUCED UNDER THE TERMS OF THIS AGREEMENT ARE PROVIDED TO CLIENT “AS IS,” THAT IS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE AND/OR SERVICES PROVIDED UNDER THIS AGREEMENT RESTS SOLELY WITH THE CLIENT. SHOULD THE SOFTWARE OR PROGRAM PROVE DEFECTIVE, CLIENT SOLELY ASSUMES THE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION, INCLUDING WITHOUT LIMITATION ANY “DEBUGGING.”

EXCEPT AS OTHERWISE STATED ABOVE, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES RELATED TO INFORMATION OR BUSINESS ADVICE PROVIDED, WARRANTIES RELATED TO OUTCOMES BASED ON INFORMATION OR ADVICE PROVIDED, WARRANTIES OF MERCHANTABILITY OR MERCANTILE QUALITY, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR USE, WARRANTIES OR CONDITIONS ARISING BY STATUTE OR OTHERWISE IN LAW, OR WARRANTIES OF ANY PRODUCTS OR SERVICES PROVIDED BY THIRD PARTY VENDORS.

LIMITATION OF LIABILITY. IN NO EVENT SHALL THE COMPANY HAVE ANY LIABILITY FOR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES; LOSS OF PROFITS, REVENUE, OR DATA; BUSINESS INTERRUPTION, OR COST OF COVER. IN ADDITION, IN NO EVENT SHALL THE LIABILITY OF THE COMPANY FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED $1,000. THE LIMITATIONS OF LIABILITY IN THIS SECTION 5.2.1 SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW TO ANY DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OFWHETHER THE LIMITED REMEDIES AVAILABLE HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE.

5.2.2 No Infringement

The Company represents and warrants that its disclosure and delivery of any information, documents, software and other materials, and use thereof, as contemplated by this Agreement, will not knowingly infringe or violate any proprietary right of any third party, including, without limitation, any copyright, known patent or trade secret right. In the event Client or third parties modify or otherwise use the Type A Deliverables or Type B Deliverables outside of the scope or for any purpose not identified in a SOW or this Agreement or contrary to the terms and conditions noted herein, all representations and warranties of Company shall be void. The Client represents and warrants that its disclosure and delivery of any information, documents, software and other materials, and use thereof, as contemplated by this Agreement, will not infringe or violate any proprietary right of any third party, including, without limitation, any copyright, known patent or trade secret right.

5.4 Indemnification

Each Party agrees to indemnify, defend and hold the other Party, its affiliates, and their respective directors, officers, employees, agents and assigns, harmless, at its own cost and expense, from and against any and all third party liabilities, claims, losses, damages, causes of action, injuries, costs and expenses, including reasonable attorneys’ fees and costs, judgments and any amounts paid in any settlement (collectively, “Action”) arising out of or in connection with any actual or alleged (a) breach of any of the Party’s representations, warranties, and covenants set forth herein, including any claims or actions for personal injury or property damage arising out of the Party’s provision of the Services; and (b) negligence or intentional or willful misconduct of the Party. The indemnifying Party may conduct the defense of any such Action and all negotiations for its settlement or compromise; provided, however, that no settlement or compromise shall be entered into or agreed to without the other Party’s prior written approval and the indemnified Party has the right to assume the exclusive defense and control of any such Action (or the settlement or compromise thereof) and the indemnifying Party shall reimburse the other Party for its reasonable costs and expenses incurred in connection therewith.

6. Fees, Invoices, Payment

6.1 Fees

Client shall pay Company on a time and materials basis at the rate set forth on the applicable Statements of Work.

6.1.1 Invoices/Payment

Company shall invoice Client weekly for Fees and Expenses, or as otherwise stated in any Statement of Work. Any such invoice shall be payable by check or wire transfer or ACH upon receipt and past due ten (10) days from the receipt thereof. Late payments shall accrue interest at a rate of the lesser of one and one-half percent (1.5%) per month or the highest rate allowed by law. In the event of any dispute with regard to a portion of an invoice, the undisputed portion shall be paid as provided herein.

6.1.2 Expenses

Client shall reimburse Company for all materials and reasonable out-of-pocket Fees and Expenses incurred in connection with the performance of its obligations under this Agreement (“Expenses”). Company shall obtain Client’s prior written approval for any single out-of-pocket Expense which is anticipated to exceed $500, or any aggregated out-of-pocket Expenses which are anticipated to exceed $2,000.

6.1.3 Retainer

Client agrees to deposit the sum specified on the applicable Statement or Work prior to commencement of any Services rendered to Client by Company.

6.2 Refunds

No refunds.

7. Term and Termination

7.1 Notice

Either party may terminate this Agreement or any Statement of Work upon thirty (30) days written notice to the other party.

7.2 Monetary Breach

If a party fails to make a monetary payment as specified in this Agreement, the non-breaching party shall notify the other party of such failure and if the breaching party fails to cure such breach within three (3) business days, the non-breaching party may immediately terminate this Agreement or any Statement of Work.

7.3 Continuation

This Agreement shall remain in full force and effect and govern Services provided to Client by Company until this Agreement is terminated, or the parties mutually agree otherwise.

7.4 Termination

Upon termination of this Agreement for any reason: (a) Client shall immediately pay to Company all amounts owed to Company pursuant to Section 6 hereof for Services performed and expenses incurred prior to the date of termination; (b) each party shall immediately cease all use of and shall return to the other party within five (5) business days all Confidential Information and materials of such other party and all copies, portions and abstracts thereof, that are in its possession or under its control, other than any materials for which Client has paid or agrees to pay. Company shall deliver to Client such portion of the Services that are complete.

8. Confidentiality

8.1 Confidential Information

In connection with this Agreement, Client may disclose, or Company may learn of or have access to, certain confidential proprietary information owned by Client or its affiliates, business partners or clients (“Confidential Information”). Confidential Information includes, but is not limited to, any data or information, oral or written, that relates to Client or any of Client’s existing or contemplated business activities, technology, developments, software, methods, trade secrets, and clients. Confidential Information also includes the terms of this Agreement and the Services.

8.2 Public Domain

Notwithstanding the foregoing, Confidential Information is deemed not to include information that: (i) is publicly available or in the public domain at the time disclosed, (ii) is or becomes publicly available or enters the public domain through no fault of Company, (iii) is rightfully communicated to Company by persons not bound by confidentiality obligations with respect thereto, (iv) is already in Company’s possession free of any confidentiality obligations with respect thereto, (v) is independently developed by Company without use of any Confidential Information or (vi) is approved for release or disclosure by Client in writing without restriction.

8.3 Limitation of Disclosures

During the term of its engagement and for all periods thereafter, Company shall maintain the Confidential Information in strict confidence and shall not disclose, publish or copy any part of the Confidential Information. Company shall use the Confidential Information solely for the purpose of performing its obligations under this Agreement. Company shall not use the Confidential Information, or any portion thereof, for its own benefit or for the benefit of any third-party. Company shall take all necessary precautions in handling the Confidential Information and limit disclosures on a strict need-to-know basis. However, Company may disclose Confidential Information pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that Company gives reasonable prior notice to Client to contest such order or requirement. Upon the termination or expiration of this Agreement, Company shall return to Client or certify the destruction of all Confidential Information.

8.4 Publicity

Notwithstanding anything to the contrary in the Agreement or applicable Statements of Work, Company shall be permitted to disclose in summary form the nature of the work performed for Client under the applicable Statement of Work. Such disclosure includes a description of the technology utilized by Company, but Company shall not disclose the proprietary business processes of Client or otherwise result in any breach of any other term of this Agreement.

8.5 Reference

Notwithstanding anything to the contrary in the Agreement or applicable Statements of Work, each party is entitled to reference the other party and describe work completed under this Agreement and any related Statements of Work in summary and general form, without revealing any of the other party’s confidential information.

9. General Provisions

9.1 Notices

All notices required shall be in writing and shall be effective on the date of mailing to the parties at the addresses previously indicated, to the attention of the signers of this Agreement, or to such other address as designated by the parties in writing, and sent via registered U.S. mail, or by a mutually recognized overnight delivery service.

9.2 Severability

Each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. The invalidity or unenforceability of any provision of this Agreement shall in no way affect the validity or enforceability of any other provision hereof. Any invalid or unenforceable provision shall be deemed severed from this Agreement and the balance of this Agreement shall be construed and enforced as if this Agreement did not contain the particular provisions(s) held to be invalid or unenforceable.

9.3 Waiver

The waiver of a breach of this Agreement or the failure of a party to exercise any right under this Agreement shall in no event constitute a waiver as to any other breach, whether similar or dissimilar in nature, or prevent the exercise of any right under this Agreement.

9.4 Force Majeure

Neither party shall be responsible for any failure to perform, or delay in performing any of its obligations under this Agreement, where and to the extent that such a failure or delay results from causes outside the control of such party. Such causes shall include, without limitation, delays caused by the other party, acts of God or of the public enemy, acts of the government in its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, freight embargoes, strikes, civil commotion, or the like.

9.5 Headings

Section headings are for the convenience of the parties and should not be construed as part of this Agreement.

9.6 Governing Law

This Agreement shall be deemed executed in Conroe Texas and shall be governed by the laws of the State of Texas. For purposes of enforcement of arbitration awards, equitable relief, or if for any other reason litigation is permissible under this agreement, each party hereby irrevocably agrees to the personal jurisdiction and venue of any court located in the City of Conroe, Montgomery County, Texas, USA.

9.7 Survival

The provisions of Sections 4, 5, and 8 shall survive the expiration or termination of this Agreement. All other provisions of this Agreement, including any Exhibits and Statements of Work hereto which by their terms or import are intended to survive such expiration or termination, shall survive.

9.8 Entire Agreement

This Agreement supersedes all prior oral or written representations, communications, or agreements between the parties, and, together with any appendices, constitutes the final and entire understanding of the parties regarding the subject matter of this Agreement. Neither party has relied on any such prior oral or written representations, communications, or agreements.

9.9 Execution

This Agreement may be executed (including by facsimile or Internet-based service) by one or more of the parties on any number of separate counterparts. All of such counterparts taken together shall be deemed to constitute one and the same instrument, and (if by facsimile) each such facsimile shall have the same force and effect as if an original.

Statements of Work / Exhibits

Some of the services outlined below are available for purchase on Company’s Website. What follows are the specific terms for those services which apply to Your purchases in the event that you purchased said service.

Akka.NET Design-Time Support Terms and Conditions

These terms apply to any and all “Design-Time Support” purchases made with Petabridge through Petabridge.com.

Per acceptance of the Agreement:

Petabridge, LLC will provide 12 months (“Term”) of Design-Time Support to Client;
This Design-Time Support Agreement covers any use of Akka.NET and any officially supported Akka.NET plugins (those that belong to the Akka.NET or Petabridge Github organizations.) This includes combining Akka.NET with other well-known .NET technologies, such as ASP.NET, WPF, WinForms, Windows Services, SignalR, Web API, WCF, NancyFX, Windows Azure, Amazon Web Services, and others of similar size and stature within the .NET community;
Petabridge, LLC will not support any customers using personal or third-party forks of Akka.NET; the Design-Time Support Agreement only covers Petabridge Certified Builds or official Akka.NET releases on nuget.org;
This agreement covers a single “Organization” – “Client” is that Organization;
- An “Organization” is defined as a single company with all employees working under the same email domain. This definition excludes contractors and vendors;
  - Petabridge may allow certain other individuals to be included in the definition of “Organization” only with prior approval.
- Any additional Organizations working with the Client, such as contractors or vendors, will need to make separate arrangements with Petabridge.
During the Term:
- Client may submit incidents through our private issue tracker at https://help.petabridge.com/ - the “Support Portal;”
  - An “Incident” is defined as a single issue submitted through the Support Portal.
  - Client acknowledges that Petabridge cannot universally guarantee resolution on any particular incident.
- Client may invite their employees to occupy a “Seat” on the Support Portal;
  - A “Seat” is defined as a single user in an Organization who has access to the Support Portal.
- Petabridge, LLC will help with design questions, debugging, performance issues, and development-time problems; this agreement does not cover “production” issues or investigations – you will need to purchase a Production Support Agreement for those.
  - Production issues include reviewing failure logs from live systems, data consistency issues – and it is at the sole discretion of Petabridge what constitutes a “production” issue.
  - Petabridge will not conduct in-depth, detailed architecture or code reviews for Client. That will require a separate agreement with Petabridge.
- Client will have access to Petabridge Webinar Trainings;
  - Upcoming Webinar Training dates can be viewed at https://petabridge.com/training/#schedule. Only the courses offered on this calendar are available to Client for training purposes per this agreement.
  - Any custom trainings desired by Client will require a separate agreement with Petabridge.
  - Seating capacity for any individual training course is limited – Petabridge reserves the right to deny additional access, at its sole discretion, to any particular training session once capacity is met.
  - Petabridge may discontinue or no longer offer specific training courses at its discretion.
- Petabridge LLC will resolve each incident through email or Support Portal.

Akka.NET Production Support Terms and Conditions

These terms apply to any and all “Production Support” purchases made with Petabridge through Petabridge.com.