BY CLICKING THE BUTTON MARKED "Confirm Order" AND BY CHECKING THE BOX ON THE FINAL ORDER CONFIRMATION PAGE, THEREBY PLACING AN ORDER ON THE PRIME-PROGRAMMERS.COM SITE, AND/OR BY SIGNING A CONTRACT, YOU ARE AGREEING ON BEHALF OF THE ENTITY PURCHASING THE SUPPORT SERVICES ("CLIENT" OR "Client") THAT CLIENT SHALL BE BOUND BY AND IS BECOMING A PARTY TO THIS AGREEMENT. IF CLIENT DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT CHECK THE "I ACCEPT" BUTTON AND DO NOT SIGN THIS CONTRACT AND DO NOT USE THE SERVICES. CLIENT HAS NOT BECOME A USER OF, AND IS NOT AUTHORIZED TO USE THE SERVICES UNLESS AND UNTIL IT HAS AGREED TO BE BOUND BY THESE TERMS. YOU MAY CONTACT US BY VISITING OUR WEB SITE AT www.Prime-Programmers.com.
1. DEFINITIONS:
1. "Software" shall mean the software programs in object code format licensed by Client from Prime-Programmers.com or one of its Authorized Partners.
2. "Remote Access" means direct connection to the systems wherein the Software resides via the Internet or point-to-point network access between Client and Prime-Programmers.com.
3. "RAP" - Request A Proposal which is our custom proposal request form which is the online order form used to place an order.
4. “Effective Date” - The first new day (date) after which payment has been made and all contracts have been signed by both parties.
5. “Agreement” – This particular Addendum, “TERMS OF SERVICE CONTRACT ADDENDUM”.
6. “Contract” – The “Web Site Design Project Contract” to which this TERMS OF SERVICE may be attached as an addendum.
2. SUPPORT SERVICES:
Prime-Programmers.com shall provide the services purchased on-line at www.Prime-Programmers.com as outlined herein ("Terms of Service”), provided Client remains a compliant subscriber and has paid all monies due. This Agreement covers the Support Services that may be purchased on-line directly. These Support Services include, but are not limited to: 1) training services, 2) developer support services, 3) installation (phone guidance or remote access) support services, 4) custom coding and solutions, 5) consulting services. Detailed descriptions of what is included or the services offered in these Support Services can be found on the Prime-Programmers.com web site at www.prime-Programmers.com. Prime-Programmers.com reserves the right to modify the terms and conditions of its Support Services from time to time and upon reasonable notice, provided that any such modification shall not substantially diminish the level of Support Services that Client is then currently receiving.
3. DESCRIPTION OF SERVICES:
1. Training Support Services: Prime-Programmers.com shall provide Client with training services to assist Client in learning the Software, and as set forth more fully in any applicable Order Form or as described on-line. The training shall take place at a designated Prime-Programmers.com facility or at Client's facilities, or over the phone or using internet assisted methods, as the parties mutually agree in writing.
2. Developer Support Services: Prime-Programmers.com shall provide Client with the developer support services as set forth in the applicable Order Form. Developer Support Services are not rendered on Client's facilities unless expressly agreed to in writing. The scope of the services offered are detailed further on Prime-Programmers.com's website.
3. Installation Support Services: Prime-Programmers.com shall provide Client with installation support in the form of phone support ("Installation Guidance") or through Remote Access as further detailed in an accompanying Order Form or as ordered on-line at the Prime-Programmers.com web site.
4. Custom Coding and Solutions. Prime-Programmers.com shall provide Client with the custom coding and other solutions services as set forth in the applicable Order Form. Custom Coding and Solutions Services are not rendered on Client's facilities unless expressly agreed to in writing. The scope of the services offered are detailed further on Prime-Programmers.com's website and shall be outlined in the RAP.
5. Consulting Services: Prime-Programmers.com shall provide Client with consulting services to assist Client in whatever needs may be requested through an initial consultation request, and as set forth more fully in any applicable Order Form or as described on-line. The consultation shall take place at a designated Prime-Programmers.com facility or at Client's facilities, or over the phone or using internet assisted methods, as the parties mutually agree in writing.
4. CLIENT RESPONSIBILITIES:
As a condition to the provision of Support Services, Client shall (i) appoint at least one (1) employee of Client to serve as primary contact(s) between Client and Prime-Programmers.com, and shall ensure that Client's Support Services inquiries are initialized and handled through these contact(s); (ii) provide Prime-Programmers.com with reasonable access to all necessary personnel to provide information needed for the provision of Support Services; and (iii) provide Prime-Programmers.com with Remote Access.
5. PAYMENT:
1. Payment terms for any project or order amount under $1500 is payment in full upfront. Payment terms for any project or order amount $1500 or more shall generally be billed half up front and half upon completion and delivery of work as outlined in the RAP but for really large projects, typically projects $10,000 or more, we shall consider allocating payments into more than two equal payments on a case by case basis. Payments are to be made through our website services at Prime-Programmers.com unless other arrangements have been agreed upon by both Prime-Programmers.com and Client. All payments are final and irrevocable and non-refundable unless Prime-Programmers.com is unable to perform the services purchased. (See Section 9. WARRANTY subsection 2. Exclusive Remedies)
2. Fees. All fees are payable in US dollars. All transmission fees, currency translation fees, wire and bank fees chargeable by or deducted from remittances by any bank, including the transmitting, intermediary, or recipient bank, are the responsibility of the remitting party (customer). Merchant fees charged by Credit Card Companies and by PayPal assessed to Prime-Programmers.com, shall be absorbed by Prime-Programmers.com and are expressly not the responsibility of the remitting party.
3. Refund Policy. Prime-Programmers.com offers non-tangible irrevocable products. All sales are final, and no refunds are given except in such case where the purchased product is not as described, namely:
* if the product you have purchased does not have features and functionality as described at Prime-Programmers.com website, and
* after we have determined that these features cannot be implemented with the Software.
User's inability to use purchased product(s) due to lack of required skills does not require us to provide a refund, including, but not limited to, the following circumstances:
* inability to use Software administrative tools due to lack of web browser usage skills.
* inability to redesign CRE Loaded templates due to lack of HTML knowledge and/or HTML editor usage skills.
* inability to PHP source files customization due to lack of PHP/MySQL/Smarty programming experience.
Refunds for custom services -- e.g., installation services, custom programming services, consulting services -- are not available unless services can not be rendered and delivered to User as detailed in section 9.2 of this document.
Refunds are processed within 7 (seven) business days after User requests the refund.
All bank transfer commissions are paid by User. Prime-Programmers.com is not responsible for reimbursement of any bank charges to User.
6. TERM AND TERMINATION:
1. Term and Termination. This Agreement and the Contract shall commence on the Effective Date and shall continue as per the services ordered.
2. Effect of Termination. Termination of this Agreement and/or the Contract shall not relieve Client's obligation to pay all fees that are owed by Client. The parties' rights and obligations shall survive termination of this Agreement.
7. OWNERSHIP:
Prime-Programmers.com (and its licensors) retains title to, ownership, copyright and other proprietary rights of the Software, and all portions thereof, and any modification thereto or any products or deliverables created or delivered by Prime-Programmers.com during the course of rendering Support Services offered hereunder, Client has the right to use the Software, and all portions thereof, and any modification thereto or any products or deliverables created or delivered by Prime-Programmers.com during the course of rendering Support Services offered hereunder on the website(s) defined in the RAP or on one website domain only if no RAP was created. Permissions for use on more than one website domain may be obtained from Prime-Programmers.com on a case by case basis but the right to use on more than one website domain must be obtained in writing from Prime-Programmers.com.
8. LICENSING:
1. Software is provided on terms and conditions of product license agreements.
2. Custom work and services and all original work and modifications produced by Prime-Programmers.com are licensed for use on one website domain unless otherwise specified in writing by Prime-Programmers.com. Custom works and services and code may not be resold or reused.
9. WARRANTY:
1. By Prime-Programmers.com. Prime-Programmers.com warrants that the services provided hereunder shall be rendered consistent with commercially reasonable industry standards.
2. Exclusive Remedies. For any breach of the warranty set forth in this Section, Client's sole and exclusive remedy, and Prime-Programmers.com's sole and exclusive liability shall be the correction of defective work so as to comply with generally accepted industry standards. If Prime-Programmers.com is unable to perform such services as warranted, Client shall be entitled to recover the fees paid to Prime-Programmers.com for breach of contract.
3. Disclaimer. THE WARRANTIES SET FORTH HERE ARE EXCLUSIVE AND IN LIEU OF AND Prime-Programmers.com DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, TITLE OR FITNESS FOR A PARTICULAR PURPOSE. USER EXPRESSLY UNDERSTANDS AND AGREES THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OUR SERVICES IS DONE AT USER'S OWN DISCRETION AND RISK AND USER IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO HIS/HER COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL AND NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY USER FROM OR THROUGH Prime-Programmers.com SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF SERVICE.
4. Warranty Support Policy. Support services are provided directly by Prime-Programmers.com. Prime-Programmers.com shall make reasonable efforts to provide a qualified and efficient reply to each support request within a reasonable amount of time. However Prime-Programmers.com does not warrant that support requests shall be processed within any fixed period. Some support requests require investigation by experienced personnel (e.g. programmers, administrators, billing department managers) and processing time may vary.
5. Our Common Language Warranty - (in common language because we believe a man's word is still worth something - our word to you that Prime-Programmers.com shall produce and deliver exactly what has been outlined in your RAP).
We take great care to be sure to outline everything in the RAP and to be sure that both Client and Prime-Programmers.com are clear on the expectations and goals in each project so that everyone walks away happy. We shall work diligently to see that every Client is 100% satisfied with our services. Our basic warranty is this. You shall get exactly what you paid for, exactly what was outlined in your Online Order, your RAP, and we warranty all our custom services for the life of the site on which the custom services were performed. If a bug or defect is found in any of our custom code or custom services performed, and it is due solely to fault of our own we shall fix the problem as long as it is for the website domain for which the custom services were performed, for the life of your site and/or our company as long as no modifications have been made to our code by outside or other parties besides Prime-Programmers.com.
10. LIMITATION OF LIABILITY
USER EXPRESSLY UNDERSTANDS AND AGREES THAT Prime-Programmers.com SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, INCURRED BY CLIENT OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, (EVEN IF Prime-Programmers.com HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SOFTWARE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF USER'S TRANSMISSIONS OF DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT SHALL Prime-Programmers.com's LIABILITY HEREUNDER EXCEED THE AMOUNT OF FEES PAID BY CLIENT UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN Prime-Programmers.com AND CLIENT AND Prime-Programmers.com's PRICING REFLECTS THIS ALLOCATION TO WHICH THE PARTIES HAVE AGREED.
Notwithstanding anything to the contrary contained in this contract, neither Prime-Programmers.com nor any of its employees or agents, warrants that the functions contained in the Web Design Project shall be uninterrupted or error-free. In no event shall Prime-Programmers.com, its employees, or subcontractors, be liable to the Client or any third party for any damages, including, but not limited to, service interruptions caused by Acts of God, the Hosting Service, or any other circumstances beyond our reasonable control, any lost profits, lost savings or other incidental, consequential, punitive, or special damages arising out of the operation of or inability to operate this Web Design Project, failure of any service provider, of any telecommunications carrier, of the Internet backbone, of any Internet servers, your or your site visitor's computer or Internet software, even if Prime-Programmers.com has been advised of the possibility of such damages.
In the same Respect, notwithstanding anything to the contrary contained in this contract, in no event shall the Client, its employees, or subcontractors, be liable to Prime-Programmers.com or any third party for any damages, including, but not limited to, service interruptions caused by Acts of God, the Hosting Service or any other circumstances beyond reasonable control, any lost profits, lost savings or other incidental, consequential, punitive, or special damages arising out of the operation of or inability to operate this Web Design Project, failure of any service provider, of any telecommunications carrier, of the Internet backbone, of any Internet servers, the Client's or Client's site visitor's computer or Internet software, even if the Client has been advised of the possibility of such damages.
11. CONFIDENTIALITY:
During the course of this Agreement and the execution of the Contract to which this addendum is attached, each party shall be exposed to and otherwise become privy to a variety of information and material both verbally or in documents of the other party relating to its business, technical operations or activities, all of which is considered to be of a confidential and/or proprietary nature ("Confidential Information"). Confidential Information shall not include information which: (a) Already is, or later becomes, publicly disclosed through no breach of this Agreement or Contract to which this addendum is attached; (b) one party, in writing, authorizes the other party to disclose without restriction; (c) parties already lawfully know at the time of disclosure, without an obligation to keep it confidential; (d) parties lawfully obtain from any source other than Prime-Programmers.com or Client, provided that such source lawfully disclosed such information; or (e) parties independently develop without use of or reference to the Confidential Information. The parties agree to hold each other's Confidential Information in confidence for a period of ninety-nine (99) years after disclosure of the Confidential Information and/or after termination of this Agreement. The parties agree, unless required by law, not to make each other's Confidential Information available in any form to any third party for any purpose, except that access to and the use of Confidential Information may be provided to those third parties that: (i) provide services to the recipient of Confidential Information; (ii) have a need to use and access such Confidential Information in providing such services; and (iii) are bound by an obligation of confidentiality at least as restrictive as the confidentiality restrictions of this Agreement. Each party agrees to take all reasonable steps required to ensure that Confidential Information is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
12. NON-SOLICITATION OF PERSONNEL
During the term of this Agreement and the Contract, and for a period of three (3) years thereafter, Customer shall not directly or indirectly solicit the employees or subcontractors of Prime-Programmers.com without the prior written consent of Prime-Programmers.com.
13. THIS AGREEMENT:
This Agreement shall be governed by the laws of the State of Nebraska. Any legal action or proceeding relating to this Agreement shall be instituted in a state or federal court in Scottsbluff, Nebraska and each party hereby submits to the personal jurisdiction of such courts. Neither party may assign or otherwise transfer this Agreement or the Contract to any person or entity without the other's written consent which shall not be unreasonably withheld. All notices, including notices of address change, required to be sent hereunder shall be in writing and shall be deemed to have been given when mailed by first class mail to the applicable address listed in Prime-Programmers.com Registration Form or applicable Order Form. To expedite order processing, Client agrees that Prime-Programmers.com and Client may treat documents emailed or faxed by Client or Prime-Programmers.com as original documents. Nevertheless, either party may require the other to exchange original signed documents. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force. The waiver by either party of any default of breach of this Agreement and/or Contract shall not constitute a waiver of any other or subsequent default or breach. Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement and/or the Contract if the delay or failure is due to circumstances beyond the reasonable control of the non-performing party. This Agreement and the Contract constitutes the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement and the Contract. This Agreement and the Contract may not be modified or amended except in writing.
14. OTHER ADVICE:
Prime-Programmers.com recommends that everyone should laugh and smile more often, exercise and be happy and spread good cheer throughout the world, treat everyone as if they were yourself, try to be more understanding of others, try to better understand yourself, and by all means necessary to "pay it forward" and do good deeds for the sake of doing good deeds. Prime-Programmers.com cannot be held liable for any consequences or reactions or anything related to the preceding sentence and we offer no warranty for the aforementioned statement and this entire section 14 shall be governed by the above Limitation of Liability Clause 10 of this document, and we offer this section 14 to you free of charge therefore limiting our liability to zero monetary recovery for this section 14, but we think you may find that it improves not only the quality of your life but that of others around you too.
