Last Updated: January 1, 2017
This edition is valid until modified, edited and approved by convening board and posted publicly 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, digital marketing strategies).
COMPANY: Way Out Mobile Solutions, WOM, Way Out Mobile APPS or Way Out Mobile known herein as the COMPANY.
USER: Guest, Subscriber, Affiliates, proposed Customers and Customers of the Company are known herein as “USER”
By signing Proposal and/or 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 AND AGREEMENT:
The COMPANY agrees to perform the following services:
- Develop Business Mobile APPS in accordance with the needs and specifications stated in work order per customer needs.
- Create a Mockup of the USERS mobile APP within 5 days of signed agreement.
- Mockup will change once submitted to APP Stores for review as they have other criteria which must be met. This is the beta phase and the APP mockup will not be the same as when viewed by USER during this review period.
- Create the Mobile APP and Launch in the APP Stores within the following guidelines.
- Android, Blackberry, HTML 5 to 10 business days
- Apple 20 to 30 business days.
- Maintain hosting services for duration of the Mobile APP if monthly hosting is paid by USER.
- If agreed; develop a Responsive website as per proposal specifications.
- COMPANY may use a template with CRM for the benefit of the USER as best determined by the COMPANY and USER budget limitations.
- Provide a Digital Marketing Template if so desired by Mobile APP owner.
- A Digital Marketing Plan may be provided but may incur additional charges and billed separately.
- Digital Marketing Plans are created at USER’s request.
- Provide basic training to maximum 2 staff members in the use of the APP interface (dashboard) and content management software.
- Provide support as described in the level of service requested by and paid for by USER.
The USER agrees to the following:
- USER can legally form binding contracts with COMPANY for 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 proposal agreement.
- Provide logo, images and text to be used in dynamic content by email.
- Authorize the COMPANY the use of the USER’s Logo, copyright images, branding and public image for the sole purpose of APP and Website development.
- Complete a COMPANY survey and order worksheet to facilitate work flow and timely APP functions delivery.
TITLE AND OWNERSHIP.
- Unless provided otherwise by law or The Company, title ownership and possession of all data, reports, programs, software, equipment, furnishings, and any other documentation or product paid for by the Company and used to develop the mobile app for the USER shall remain vested with the Company at the termination of the Contract. This includes and is not limited to the CSS interface, support software and access to Company site and resources.
- USER shall have final ownership of the Unique Mobile APP name, APP registration and USER licensing USER logo, images, branding and namesake shall remain always with the USER. APP software remains the property of the Company.
- USER herein grants authorization to COMPANY to use its published trademark, logos, images, branding etc. for the purposes of:
- Mobile APP Development
- Website Development.
- Processing APP software to APP stores to be published and available on:
- APPLE and iTunes APP Stores
- Play Google APP Stores and
- other APP Stores as necessary to publish USER APP.
- The PARTIES herein shall in not in any manner release, sell or manipulate any personal or business information acquired directly or indirectly to any other party, competitor or any entity for profit or malicious intents.
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 USER in the performance of services irrespective of the medium in which it is held.
AGREEMENTS, CONDITIONS AND UNDERSTANDINGS:
- 100% of the total invoiced amount agreed upon on the Mobile Application Oder Form.
- USERS serve level contract monthly amount on the 1st of the Month beginning service month.
- Additional services (i.e. software development or coding modifications, logo creation) requested by USER will be billed separately as additional services occur.
- You will receive and are entitled to a written agreement before commitments are made.
- Monthly Hosting Fee:
- Monthly hosting fee are payable every calendar month at the beginning of the month of service.
- Payable via eCheck, PayPal, Credit or Debit cards via www.paypal.me/wom
- Payable by USER to the COMPANY unless otherwise agreed upon in supporting business proposal or other written agreement between parties
2. Monthly hosting fees for the USERS mobile APP include:
- Availability for FREE download from APPLEs iTunes APP
- Availability for FREE download from the Play.Google (ANDROID) store.
- Full live USER APP Analytics summaries on demand.
- 24/7 access to APP dashboard and ability to manage live content.
- Unlimited SMS messaging
- Unlimited Geo-Fencing Coupons
- Unlimited Push Notifications for URL’s, Tab or Unique offers.
- Unlimited Perk Programs, QR Coupons, Virtual Store, GPS Coupons.
- Event creation management and communications.
- Software updates (APPLE functional updates may be additional charges).
- Unlimited downloads worldwide except where prohibited by US or International Laws.
- Monthly DISCOUNTS for Hosting Fees
- Credit Card Auto-Pay form provide a $10 monthly discount.
- 20% discount if paid twelve (12) months in advance. (Fee x 12 x 80%) = Annual Rate.
- 10% discount if paid twelve (6) months in advance. (Fee x 6 x 90%) = Semi Annual Rate.
- Dishonored Payments, Late Fees or Missed Payment of hosting Fees:
- Dishonored checks and credit card charges will result in a surcharge of $25.
- Payment is due on the first of the month of desired service, if paid after the 15th of the month of service a $25 late fee is imposed on the COMPANY and will be applied to the USER account.
- Missed payment constitutes 25 days late. Missed payment will disenfranchised (disconnect) Mobile APP from APP Stores and will cease to function in customer’s smartphones.
- Reconnection fess is $90 for iTunes and $25 for Play Google APP Stores.
- Cancelation and Reimbursements:
USER may cancel service for whatever reason they may deem necessary. Cancelation must be in writing and a minimum of 30 days in advance to avoid any late fees.
- Initial setup fee ($589) is non-refundable. These are expenses during APP development and are not recoverable.
- 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.
- Hosting Fee will not be prorated, cancelation will commence with the next calendar month.
- If Paid Annual, reimbursement will be limited to the remaining months net of any discount applied.
- Monthly Customer Marketing Services are billed separately and are determined by contractual agreement.
- DYNAMIC CONTENT MANAGEMENT
With permission and at the USERS request, the COMPANY can in the name of and for the benefit of the USER make content changes in the USER Mobile APP under the following agreements.
- User must submit ALL dynamic content be posted by email to firstname.lastname@example.org.
- Dynamic content sent by USER shall be ready to be published including images, statements, offers and warranties implied in email to email@example.com
- All images and emails become the property of the Company for use in documentation only.
- This documentation may be used in the event of disagreements and disputes.
- Images, Personal information and data will not be sold, reused or in any other manner as to exploit the USER beyond the scope of the intended use in the Mobile APP and Digital Marketing needs of USER.
- Company will not perform Art Graphic services, images used as received unless otherwise agreed upon and understanding additional charge may be incurred by USER for Art Graphic services.
- If Graphic Services are required they may be accomplished at additional charge.
Site Static Content changes: May be done but may incur additional charges and are separate from the dynamic agreement above.
- WARRANTY AND GUARANTEES
The Company will honor its agreement in the written and signed proposal with the User. No other charges will be accessed to complete the initial job as stipulated in accord. Except as follows:
10. VOIDED warranty and guarantees:
- From time to time especially when revising an existing or previous hosted site additional work may be needed to update, configure, purge malware and restore functionality or correct new software functionality at installation. Within normal parameter not to exceed 4 hours of labor this will be included in the initial proposal. However, if the site is compromised and incurs loading, operational or executable code conflicts the warranty is voided. Repairs and corrections can be made but are subject to additional fees and charges.
- Once we have released Admin privileges to you and or your staff you have accepted Administrative Authority. Once accepted and you enter the site and make modification, changes or additions, the site is considered compromised and warranty and guarantees are voided.
- Once the site has been compromised by you or any member of your staff to enter, modify or otherwise edit content internally. The warranty and guarantees are fully voided. If User requires corrections, additions, modifications after site compromise this may be done at additional charges subject to approval by both parties.
- CONFLICT RESOLUTIONS
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.
- 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 fully permitted by law.
- Choice of Law. This Contract is entered 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 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 consent 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 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
- 3191 Grand Ave #1538, Coconut Grove, FL 33133
- 786-343-1384 |