Services available for purchase from NimblePros (ASPSmith, Ltd. dba NimblePros) on its website are subject to the following Terms and Conditions. By purchasing services via our website, you (the Client) agree to these terms.
The Parties understand that these Terms are intended as a Master Agreement as to the general relationship between Client and NimblePros; specific project details, including the precise nature of the services to be provided, the term of the engagement, and other details which are necessarily unique to the engagement will be determined upon discussion between the Client and NimblePros. However, the following Terms provide the general contractual relationship between the Parties.
The term of NimblePros’ engagement shall commence upon purchase of services via our website and shall continue until either party communicates in writing, electronic or otherwise, to the other that it desires to terminate this Agreement. Upon termination by Client, NimblePros shall be entitled to payment for any services it provided to Client. Upon termination by NimblePros, Client shall be entitled to delivery of any deliverables created by NimblePros for the Client, and for which Client has made payment to NimblePros.
Prepaid consulting hours must be used within 1 year of purchase.
NimblePros warrants that completed software projects will be substantially free of bugs and other defects, provided that the Client adheres to NimblePros’ recommendations for architecture, testing, source control and other standard procedures and project requirements. In the event that defects in the code are present, beyond the level deemed acceptable by current industry standards, NimblePros will work with the Client to address the issues within a reasonable period of time. For engagements involving training and mentoring, NimblePros warrants that it shall present generally accepted best practices and recommendations in line with current industry standards. However, specific recommendations are inherently limited by the details of the project as disclosed by the Client, and the Client is responsible for any implementation thereof. In any case, the liability of NimblePros is limited to the amount paid by the Client to NimblePros for the engagement in question.
The parties recognize that NimblePros is an independent contractor and not an employee, agent, co-venturer, or representative of the Client. The Client shall not withhold any funds from NimblePros for tax or other governmental purposes, and NimblePros shall be responsible for the payment of same. NimblePros and its employees shall not be entitled to receive any employment benefits offered to employees of the Client, including but not limited to: workers' compensation coverage; savings or profit-sharing plans; stock option, incentive or other bonus plans; health, dental or life insurance coverage; and paid vacations. The Client shall not exercise control over NimblePros or its employees.
The Client, including its employees and subcontractors, shall not solicit for employment, hire, or engage as an independent contractor, any individual employee or contractor of NimblePros at any time during which NimblePros is providing services for the Client (including during negotiations for such services), or for a period of two years following the termination of any agreement for the performance of services between NimblePros and the Client. If specific state or federal laws deem that this application is too broad, then the broadest interpretation of this clause which is deemed to be enforceable by such law shall apply. The intent of this provision is to reasonably protect the interests of NimblePros against the loss of employee and contractor resources, which would cause significant damages to NimblePros and its ability to continue operations.
The Parties acknowledge that in the course of the services, certain confidential and proprietary technical, financial and business information may be disclosed between the Parties. Each Party agrees to hold in strictest confidence all Confidential Information and shall not disclose the Information to any other Party, except as may be required by law. However, the Receiving Party shall not be liable for disclosure of any Confidential Information which is at any time available in the public domain absent the breach of this Agreement or any information which is developed independently of and without reference to any Confidential Information.
The Parties acknowledge that any work created by NimblePros in connection with the performance of consulting services for the Client pursuant hereto is being created at the insistence of the Client and shall be deemed "work made for hire" under the United States copyright laws. The Client shall have the right to use the whole work, any part or parts thereof, or none of the work, as it sees fit. The Client may alter the work, add to it, or combine it with any other work or works, at its sole discretion. Notwithstanding the foregoing, all original material submitted by NimblePros as part of the work or as part of the process of creating the work, including but not limited to programs, listings, printouts, documentation, notes, flow charts, and programming aids, shall be the property of the Client whether or not the Client uses such material, provided that the Client has paid, in full, for the work done by NimblePros. The Client understands that NimblePros may use certain modules, routines, subroutines or other such standard code in developing work for the Client and that NimblePros reserves the rights to such modules, routines, subroutines or other such standard code and to reuse or otherwise incorporate the same into future works for other Clients. Similarly, Client understands that NimblePros may have utilized certain modules, routines, subroutines or other such standard code in works for other clients in the past. Nothing in this Agreement shall be construed to grant the Client an exclusive right or license in the modules, routines, subroutines or other such standard code that NimblePros utilizes in creating any work for the Client.
The Parties acknowledge that any work created by NimblePros in connection with the performance of training services for the Client remains entirely the property of NimblePros. NimblePros shall be considered the Copyright holder and the Client shall not duplicate, reproduce, reuse, or otherwise use the materials unless explicit written permission is provided to the Client from NimblePros outlining the conditions for which the materials may be used by the Client.
Notices to NimblePros required under this Agreement shall be sent to email@example.com. Notices to the Client shall be sent to the email address used in conjunction with the purchase, unless the Client has provided notice that a different email address should be used.
This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio.