This Sales Contract for Software Contract is made effective as of today, by and between U-Pin-It LLC, of 2525 27th St E, Bradenton, Florida 34208, and Client.
1. DESCRIPTION OF SERVICES. U-Pin-It LLC will provide to client a perpetual Software License for a U-Pin-It.com exclusive login.
2. PAYMENT. Client agrees to pay U-Pin-It LLC a single lump sum payment for electronic delivery of license. Software will be ready for installation within 10 business days of receipt of payment and completed onboarding questionnaire. A monthly subscription will start 30 days after installation of software (see Addendum).
3. WARRANTIES. U-Pin-It LLC shall provide its services and meet its obligations under this Contract in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable standards.
4. SUPPORT AND UPGRADES. U-Pin-It LLC will supply remote support as needed during the duration of this contract (see Subscription Addendum). Upgrades will be applied automatically to all sites from time to time. Request for features are encouraged and incorporated into product if they are considered useful to all clients. Client specific request will be considered on a project fee basis.
5. TERM. License fee is a onetime charge.
6. WORK PRODUCT OWNERSHIP. Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively the "Work Product") developed in whole or in part by U-Pin-It LLC in connection with the services will be the exclusive property of U-Pin-It LLC. The software is protected by the Patent laws of the United States and all source code is the property of U-Pin-It LLC.
7. DEFAULT. The occurrence of any of the following shall constitute a material default under this Contract: The failure to make a required payment when due. The failure to make available or deliver the services in the time and manner provided for in this contract.
8. REMEDIES ON DEFAULT. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 30 days from the effective date of such notice to cure the default(s). Unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Contract.
9. FORCE MAJEURE. If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
10. ARBITRATION. Any controversies or disputes arising out of or relating to this Contract in excess of $5000 shall be resolved by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. Arbitration will take place in Manatee County Florida. All documents, materials, and information in the possession of each party that are in any way relevant to the dispute shall be made available to the other party for review and copying no later than 30 days after the notice of arbitration is served. The arbitrator(s) shall not have the authority to modify any provision of this Contract or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator(s) shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any court having jurisdiction. The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under this Contract. Any disputes for less than $5000 shall be adjudicated in small claims court located in Manatee County Florida.
11. CONFIDENTIALITY. U-Pin-It LLC, and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of U-Pin-It LLC, or divulge, disclose, or communicate in any manner, any information that is proprietary to client and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Contract.
12. THIRD PARTY ADVERTISING. Since the product allows for advertising and /or bulletin board support via social media feeds, any agreement for these services is between the client and third party. U-Pin-It LLC is obligated to provide the capability to display the material. U-Pin-It LLC is not responsible for any content. Client is responsible to monitor and approve any content including pricing agreements between client and third party
13. PUBLIC INTERACTION. Since Public interacting with map application without supervision, inappropriate content might get entered and displayed on the map. U-Pin-It software provides filter to dis-allow known inappropriate language, but may not be able to filter all. Client is responsible to monitor and take appropriate action as client sees fit. U-Pin-It.com provides editing capability in the software to edit/delete. U-Pin-It LLC shall not be held accountable for any such content.
14. HOLD HARMLESS. Client shall fully defend, indemnify, and hold harmless U-Pin-It LLC from any and all claims, lawsuits, demands, causes of action, liability, loss, damage and/or injury, of any kind whatsoever ( including without limitation all claims for monetary loss, property damage, equitable relief, personal injury and/or wrongful death), whether brought by an individual or other entity, or imposed by a court of law or by administrative action of any federal, state, or local governmental body or agency, arising out of, in any way whatsoever, any acts, omissions, negligence, or willful misconduct on the part of Client, its officers, owners, personnel, employees, agents, contractors, invitees, or volunteers . This indemnification applies to and includes, without limitation, the payment of all penalties, fines, judgments, awards, decrees, attorneys' fees, and related costs or expenses, and any reimburts to U-Pin-It LLC for all legal fees, expenses, and costs incurred by it.
15. NOTICE. Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to U-Pin-It LLC 2525 27th St E Bradenton FL 34208. The notice shall be deemed received when delivered or signed for, or on the third day after mailing if not signed for.
16. ENTIRE CONTRACT. This Contract and attached Subscription Addendum contains the entire agreement of the parties regarding the subject matter of this Contract, and there are no other promises or conditions in any other agreement whether oral or written. This Contract supersedes any prior written or oral agreements between the parties.
17. AMENDMENT. This Contract may be modified or amended if the amendment is made in writing and signed by both parties.
18. SEVERABILITY. If any provision of this Contract shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
19. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Contract shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Contract.
20. APPLICABLE LAW. This Contract shall be governed by and construed according to the laws of the State of Florida, Manatee County without reference to its conflicts of law principles.
ADDENDUM FOR SUBSCRIPTION FEES
1. DESCRIPTION OF SERVICES. U-Pin- It LLC will provide to client continuous software, setup, upgrade and support.
2. PAYMENT. Client agrees to pay U-Pin- It LLC as follows: A recurring monthly subscription feeORdiscounted annual subscription fee equivalent to 10 monthly installments if paid in full in advance.
Payments must be set up for automatic payment from a bank or credit card account. Client must assure that funds are available to cover automatic transfers. Any bankcharges for NSF are the responsibility of client. Any change in subscription fee rates will be communicated 30 days prior to one year anniversary of this contract and effective with first payment after one year anniversary date.
3. SUPPORT AND UPGRADES. U-Pin- It LLC will supply remote support as needed during the duration of this contract. Upgrades will be applied automatically to all sites from time to time. Request for features are encouraged and incorporated into product if they are considered useful to all clients. Client specific request will be considered on a project fee basis.
4. TERM. Monthly or annual subscription fees will start one month after initial installation of software. Subscriptions will renew automatically at end of term. Client may change subscription term from monthly to annual discounted term at the end of any monthly term with 15 days prior notice.
5. SUSPENSION. If subscription payment is not paid within 15 days of due date, service will be suspended.
6. REINSTATEMENT. Service may be reinstated within one year of the suspension by paying a reinstatement fee equal to 2 month’s subscription fee in effect at time of reinstatement. Continuing service fee will be based on rate in effect at time of reinstatement.
7. TERMINATION. This contract will be terminated after 1 year without reinstatement. Client can terminate service for any reason at the end of the current subscription term with 15 days prior notice.
AUTHORITY TO SIGN. By clicking I Agree you are signifying that you are a legal representative of this client and have full authority to commit the client to the terms of this agreement including the automatic drafting of funds on a recurring basis for subscription fee.