2016-17 Service User Agreement
Last Updated: January 1, 2016
This edition is valid until modified, edited and approved by convening board and posted publically on the company website found at http://wayoutmobile.biz
The following describes the terms on which “Way Out Mobile Solutions” offers you access to our site, services, and tools (including, but not limited to, mobile applications).
COMPANY: Way Out Mobile Solutions, WOM, Way Out Mobile APPS or Way Out Mobile known herein as the COMPANY.
USER: Guest, Subscriber, Affiliates and Customers of the Company known herein as “USER”
By signing Proposal and Work Order you agree to the terms and conditions herein and by accepting this User Agreement, you agree that whenever you use our sites or services, or when you use the tools that are made available to you through our services you will abide by these conditions.
Scope of Services.
The COMPANY agrees to perform the following services:
- Develop Mobile APPS in accordance with the needs and specifications stated in work order.
- Create the Mobile APP and Launch within the following guidelines.
- Android, Blackberry, HTML 4 to 5 business days
- Apple 10 to 20 business days.
- Maintain hosting services for duration of the Mobile APP as long as monthly hosting is paid.
- Provide (May incur additional cost) Marketing plans if so desired by Mobile APP owner.
- Additional services may include Digital Marketing Services and are billed separately and in accordance with service level selected.
The USER agrees to the following services:
- Be able to form legally binding contracts to use our sites and services.
- Refrain from posting false, inaccurate, misleading, defamatory, or libelous content.
- Pay for services in accordance and a timely manner as listed in the amounts agreed.
- Provide logo, images and text to be used in dynamic content by email.
Remuneration / Payment / Reimbursement:
The USER shall pay the COMPANY for the services rendered as follows:
- Initial Setup and Mobile APP Launch to specified Mobile Platforms: (i.e. Apple, Anroid, Blackberry)
- 100% of the total invoiced may be paid at time of order.
- Cost for initial setup and development range from $1,299 to $5,000.
- Actual program coding will be billed hourly at a rate of $125/hr if warranted.
- You will receive and are entitled to a written agreement before commitments are made.
- In lieu of full payment the following payment options may be exercised.
- Minimum $500 of the total invoiced due at time of application, non-refundable once the initial Mock of the Mobile APP has been created and sent to USER for review.
- Remaining balance when USER has approved Mobile APP for:
- Functions, color scheme and overall features.
- Setup Fee and Initial invoice shall be payable by check, eCheck or cash.
- As specified by sales agreement.
- Monthly Hosting Fee:
- Payable by auto eCheck, debit or credit card automatic draft.
- Credit Card Authorization form required for Monthly hosting fee.
- 20% discount applied if paid twelve (12) months in advance. (Fee x 12)(.80)=Amount Due.
- Monthly hosting fee covers:
- Availability to download free from the iTunes store for the current month paid.
- Availability to download free from the Play.Google store for the current month paid.
- Google Analytics summaries
- 24/7 access to APP dashboard
- Unlimited SMS messaging
- Unlimited Geo-Fencing
- Unlimited Push Notifications
- Software updates (APPLE functional updates may be additional charges)
- Payable by auto eCheck, debit or credit card automatic draft.
- Monthly Service LEVEL charges are billed separately and are determined by contractual agreement.
- Service intensity varies according to the service level selected.
- Billing period is paid in advance of month of service.
- Reimbursement Cancellation of setup FEE:
- Initial setup fee (deposit) non-refundable.
- If failure to launch on APPLE market place the flat rate of $99 will be reimbursed.
- USER may cancel hosting at any time with a 30 day advance written notice.
- Canceled Hosting will not be prorated, cancellation commence with next calendar month.
- If Paid Annual, reimbursement will be limited to the remaining months reflecting the 20% discount, due to USER 30 days after receiving written notification of cancellation.
- Dishonored Payments or Missed Payment of hosting Fees:
- Dishonored checks and credit card charges will result in a surcharge of $25.
- Missed payment 25 days late will disenfranchised (disconnect) Mobile APP.
- Mobile APP will cease to function on the end-users smart phones.
- If Mobile APP is disenfranchised there is a $90. Surcharge to reconnect.
- Site Dynamic Content Management:
- Company will maintain regular update for you – up to 4 labor hours per month.
- User must submit all dynamic content be email to firstname.lastname@example.org.
- All images and emails become the property of the Company for use in documentation. Images, Personal information and data will not be sold, reused or in any manner exploited beyond the use within the Users Mobile APP except under specific written agreements.
- We will not perform Art Graphic services – images used as received.
- If Graphic Services are required they may be accomplished at additional charge.
- To qualify you must have a current and paid up hosting account.
- Additional service hours may be purchased at the current rate posted in pricing page.
- Site Static Content changes:
- May be done but may incur additional charges and are separate from the dynamic agreement above.
Conflict of Interest or Contract Disputes. Parties herein acknowledge that in the event of a dispute or disagreement. Parties and Contract stipulations will be subject to Court Appointed Arbitration and under State of Florida laws. The results of said Arbitration as directed in the Court of the County of Miami-Dade Magistrate offices will be final and without recourse.
Compliance with Laws. Parties herein agree to comply with all applicable local, state, and federal laws, regulations and binding agreements as herein stipulated.
Contractor’s Qualifications and Performance. In accordance with the terms and conditions of this Contract, the Company represents that it is qualified to perform the services set forth herein and has obtained all requisite licenses and permits to perform the services. In addition, The Company agrees that the services provided hereunder shall conform to the professional standards of care and practice customarily expected of firms engaged in performing comparable work; that the personnel furnishing said services shall be qualified and competent to perform adequately the services assigned to them; and that the recommendations, guidance, and performance of such personnel shall reflect such standards of professional knowledge and judgment.
Obligations in Event of Termination:
- Upon termination of this Contract, all finished or unfinished documents, data, Mobile APP, and reports prepared by the Company pursuant to this agreement, shall remain the property of the Company.
- Upon termination of this agreement with or without cause, the USER shall promptly pay the Company for all services performed to the effective date of termination.
Title, Ownership. Unless provided otherwise by law or The Company, title and possession of all data, reports, programs, software, equipment, furnishings, and any other documentation or product paid for by the Company shall vest with the Company at the termination of the Contract.
Authorization of Trademark Use: The Customer grants Way Out Mobile Solutions, Inc and its approved agents the right to USE as Necessary Trademarks, Logos, Images, Branding and General Scope of business to successfully publish APP in the APP Stores including but not limited to Play Google and Apple’s iTunes.
Way Out Mobile Solutions, Inc agrees not to use Customer Logos, Trade, Copyright in any other manner other than that listed above.
Ownership of the Unique APP code, Developer Accounts on APP Stores, Registration, Licensing, Coding and Business shall remain with Way Out Mobile Solutions, Inc.
Confidentiality/Privacy. The PARTIES shall comply with all applicable state and federal laws and regulations relating to confidentiality and privacy. In addition, in the performance of this Contract, the Contractor may acquire or have access to “personal data” and become a “holder” of such personal data (as defined in Florida State Statues) or personal. Personal data and personal information shall be deemed to be “Personal Information.” PARTIES shall implement feasible safeguards to restrict access and ensure the security, confidentiality and integrity of all Personal Information owned, controlled, stored, or maintained by Company and provided to or accessed by Contractor in the performance of services irrespective of the medium in which it is held. The Contractor agrees that it shall inform each of its employees, servants or agents, having involvement with Personal Information of the laws and regulations relating to confidentiality and privacy.
The contractor or any agents thereof shall in not in any manner release, sell or manipulate any personal information acquired directly or indirectly to any party or entity for profit or otherwise.
Severability. If any provision of this Contract is declared or found to be illegal, unenforceable, or void, then both Parties shall be relieved of all obligations under that provision. The remainder of the Contract shall be enforced to the fullest extent permitted by law.
Choice of Law. This Contract is entered into in the State of Florida in the County of Dade, and the laws, without giving effect to its conflicts of law principles, govern all matters arising out of or relating to this Contract and all of the transactions it contemplates, including, without limitation, its validity, interpretation, construction, performance and enforcement.
Forum Selection. Parties agree to bring any action arising out of or relating to this Contract or the relationship between the Parties in the state courts of the State of Florida in the County of Dade which shall have exclusive jurisdiction thereof through Court appointed Arbitration. The parties expressly consents to the jurisdiction of the State of Florida in the County of Dade Arbitration in any action brought by either Party arising out of or relating to this Contract or the relationship between the Parties, as final and waiving any claim or defense that such forum is not convenient or proper. This paragraph shall not be construed to limit any other legal rights of the Parties.
Indemnification of Company. The USER shall defend, indemnify, and hold harmless the Company, its Trustees, Officers, servants, and employees from and against any and all claims, liability, losses, third party claims, damages, costs, or expenses (including attorneys’ and experts’ fees) arising out of or resulting from the performance of the services performed or offered of product made through the Mobile APP by USER to its customers, clients or constituents. The extent of this Contract of indemnification shall not be limited by any obligation or any term or condition of any insurance policy. The obligations set forth above shall survive the expiration or termination of this Contract.
Entire Agreement. The Parties understand and agree that this Contract and its attachments or amendments (if any) constitute the entire understanding between the Parties and supersede all other verbal and written agreements and negotiations by the Parties relating to the services under this Contract.
Notice. Unless otherwise specified, any notice here-under shall be in writing addressed to the persons and addresses indicated below (Name, postal address, phone, email address):
Gerardo Reyes, Principal
Doral, FL 33166