The client agrees that Search Engine Optimization services provided by App Vision is a service dependent on third party (search engines) selection procedures and algorithms and the “guarantee” offered by App Vision for search engine rankings is limited to a guarantee of on-page and off-page search engine optimization services which may or may not result in confirmed search engine rankings. App Vision agrees that in case such ranking does not appear within the stipulated time frame, App Vision will forego the remaining contractual compensation from the client. The advance or any milestone payment paid by the client however will not be refundable as hundreds of man-hours of resource allocation goes into on-page and off-page optimization and offer higher development standards to the client’s website as a resultant by-product.
Client recognizes that the development project under consideration is an iterative and client-approval based effort and hence the timelines of delivery are not solely in the hands of App Vision. Therefore client agrees to perform all tasks assigned to Client as set forth in this Agreement and the related System Specifications, and to provide all assistance and cooperation to App Vision in order to complete the website/SEO/Project timely and efficiently. The client undertakes to provide approvals and feedback within 3 working days of receiving project modules, pages, designs, content, key-phrases list for SEO, applications' access and other related information from the App Vision in written email form. App Vision shall not be deemed in breach of this Agreement, the System Specifications or any milestone in the event App Vision’ failure to meet its responsibilities and time schedules is caused by Client’s failure to meet (or delay in) its responsibilities and time schedules set forth in the System Specifications or this Agreement. Client shall be responsible for making, at its own expense, any changes or additions to Client’s current systems, software, and hardware that may be required to support operation of the Web Site. Unless otherwise agreed with App Vision or reflected in a Change Order, Client shall be responsible for initially populating and then maintaining any databases on the Web Site as well as providing all content for the Web Site.
Client agrees to pay the total sum of money as per our latest proposal to you for development of the Web Site/SEO/Project or Web Hosting or Domain Registration (the “Development Price”). Applicable taxes would be extra unless and otherwise specified in the latest proposal to the client. The advance or any milestone payment paid to App Vision by the client shall not be refundable even if the client refuses to continue with this agreement at any stage.
This Agreement shall be effective from the Date of accepting of this Agreement and shall continue in effect until complete payment of the Development Price or until earlier terminated as provided in this Agreement or until the contracted services have been completed.
This Agreement may be terminated by either party upon written notice to the other, if the other party breaches any material obligation provided hereunder and the breaching party fails to cure such breach within thirty (30) days of receipt of the notice. Client shall pay App Vision for all services rendered and work performed up to the effective date of termination for any reason.
Except as set forth in this Agreement, the Web Site/Project is provided on an “as is” and “as available” basis, and App Vision expressly disclaims all other warranties, express and implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose.
Client shall indemnify and hold App Vision (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) harmless from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) incurred by App Vision under all circumstances as a result of any claim, judgement, or adjudication against App Vision related to or arising from (a) any photographs, illustrations, graphics, audio clips, video clips/files, text, data, pictures, App Visionimages, logos, signs, trademarks, figures, opinions, messages or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by Client to App Vision (the “Client Content”), or (b) a claim that App Vision’s use of the Client Content infringes the Intellectual Property rights of a third party.
App Vision INDEMNITY
App Vision shall indemnify and hold Client (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) harmless from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) incurred by Client as a result of any claim, judgement, or adjudication against Client arising from a claim that Client’s use of the App Vision custom programming, as permitted under this.
Agreement, infringes Intellectual Property rights of a third party.
App Vision shall have no obligation to indemnify Client under this Section to the extent the infringement arises from The Client Content Specifications provided by Client or its agents Derivative works of the Web Site/Project created by Client Use of the Web Site in combination with non- App Vision approved third party products, including hardware and software Modifications or maintenance of the Web Site by a party other than App Vision Misuse of the Web Site, and Failure of Client to implement any improvement or updates to the Web Site, if the infringement claim would have been avoided by the use of the improvement or updates
This Agreement and all exhibits and schedules set forth the entire agreement between the parties with regard to the subject matter hereof. No other agreements (Other than Non Disclosure Agreements signed directly with the client), representations, or warranties have been made by either party to the other with respect to the subject matter of this Agreement, except as referenced herein. In case of Client seeking additional services from App Vision, this Agreement would stand valid unless a new agreement is signed on.
Client and App Vision agree that App Vision shall perform its duties under this Agreement as an independent contractor.
Client shall execute a written approval (including email) upon completion of each of the deliverables identified in the System Specifications. App Vision shall rely on such written approval as Client’s acceptance of such deliverable, including, but not limiting to, acceptance of its design, content, layout, color, format, navigation, and functionality. Any modifications to the deliverable(s) after execution of the written approval by Client shall be subjected to additional billing based on rates offered by App Vision.
Client hereby grants App Vision the right to use the name and service marks of Client in its marketing materials, which shall include naming Client as a client of App Vision and a brief scope of services provided. In addition, Client hereby grants App Vision the right to display its logo (or other identifying information) and hyperlinks to App Vision Solution’s Web site (currently www.App Vision.com) on the home page or sub-pages of the Web Site. App Vision would however restrict the size (font and logo) of such hyperlinks to the bare minimum to only facilitate basic visibility. Either party may elect to issue a press release related to this Agreement
The advances paid and milestone/stage completion based payments are non-refundable in all circumstances. All invoices shall be paid by Client within fourteen (14) days of receipt. Payments not made within such time period shall be subjected to late charges equal to the lesser of (i) one and a half percent (1.5%) per month of the overdue amount or (ii) the maximum amount permitted under applicable law. The Client agrees that even in case the client has made timely payments for email and web hosting services but has defaulted on making payments under ‘development work’, App Vision would be entitled to suspend all services, including email and web hosting services on seven (7) days written notice until the amounts outstanding are paid in full.
Except as otherwise set forth in this Section, Client and App Vision agree that upon full payment of the fees associated with the development of the Web Site/SEO service completion/Project Delivery, Client shall be assigned all worldwide rights, titles, and interests in and to the Web Site (including, its source code, custom programming and documentation). Client and App Vision agree that App Vision shall retain a world-wide, royalty-free, non-exclusive, transferable, and perpetual copyright and license to the Custom Programming. Client shall be responsible for researching, obtaining, and filing all trademark, copyright, patent, or other intellectual property protections for the Web Site/Project, its look and feel, any logos, any “tag lines,” or any other Web Site/Project content or documentation. Client and App Vision also agree that the design and development of Client’s Web Site may include source code, documentation, and/or application programmes that were previously written or developed by App Vision and modified to meet Client’s specific requirements. App Vision will assign any intellectual property rights to Client that are consistent with this paragraph 11. Rights to photos, graphics, source code, work-up files, and computer programmes are specifically not transferred to the client, and remain the property of their respective owners.
App Vision will not be responsible for any action taken by the users of the client's website based on the information provided on the website. All the content, text, App Visionimages, graphics, data (the “material”) provided by the Client for use in the website shall be the sole responsibility of the client and the client will ensure all legal sanctions, intellectual property permissions and other safeguards for the use of such material. App Vision will not be held responsible for the use of such material or any related copyright violation and the Client shall keep App Vision indemnified at all times.
App Vision shall not be liable for failures caused by third party hardware or software (including Client’s own systems), misuse of the Web Site, malicious hacking, or the negligence or willful misconduct of Client.
In no event shall either party be liable to the other or any third party, for any incidental consequential damages arising out of or connected in any way with this Agreement or the Website/project or domain registration or web hosting, for any claim by any third party. The total liability for all damages, losses and causes of action (whether in contract, tort, including negligence, or otherwise) to the other shall not exceed the development price (total fees being charged by App Vision as per the latest proposal submitted by App Vision) of the Website/SEO/Project or Web Hosting or Domain Registration. This limitation of liability shall apply even if the express warranties set forth above fail in their primary purpose.
App Vision makes no warranty of any kind, whether express or implied, with regard to any third party products, third party content or any software, equipment, or hardware obtained from third parties.
The parties agree to hold each other’s Proprietary or Confidential Information in strict confidence. The parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party’s Proprietary or Confidential Information shall remain the sole and exclusive property of that party.
The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief, subject to a maximum of the ‘Development Price’ defined under Point 8 of this Agreement. The parties agree that neither party will offer any form of full-time or part-time or consultancy based employment to the other party’s employees and officers for a period of 2 years after the execution of this Agreement.
This agreement is governed by the laws of the India and the State of West Bengal, without reference to rules governing choice of laws. Client and App Vision agree to make a good-faith effort to resolve any disagreement arising out of, or in connection with, this Agreement through negotiation. Should the parties fail to resolve any such disagreement within Thirty (30) days, any controversy or claim arising out of or related to this Agreement, including, without limitation, the interpretation or breach thereof, shall be submitted by either party to arbitrator appointed by the App Vision in jurisdiction of West Bengal, India, in accordance with the Arbitration and Conciliation Act, 1996.
In the event that a court finds any provision of this Agreement invalid and/or unenforceable, the parties agree that the remaining provisions shall remain valid and in force.
