Legal - General Terms and Conditions
The following General Terms and Conditions are included in all contractual arrangements between BIS Global and our customers either explicitly or by reference and are available here on our public website at all times. Upon engaging in any business relationship with BIS Global, you agree to be bound by these General Terms and Conditions. These General Terms and Conditions were last updated on January 1, 2000.
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1. YOU want BIS Global ("BIS") to develop, create, test, and deliver a Web site, Web Application, Program, Database, Creative Materials (brochure, logo, letterhead, etc), Computer Network, Software, or other technology solution (“Solution”). BIS will design and develop the Solution in accordance with the proposal attached hereto (“Proposal”). BIS’s services as described in the Proposal are called “Services” in Our Agreement. Since the nature of its Services often involves elements of creativity and trial and error, YOU agree that the schedule is only an estimate of when BIS thinks it will perform the Services and is subject to change by BIS.
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2. YOU may request, or BIS may suggest changes to Our Agreement and/or the Services from time to time (“Other Services”). Other Services shall only be effective when YOU and BIS sign a written change request. Upon final approval of the Solution, YOU may elect to have BIS maintain the Solution (if applicable) as Other Services. BIS will perform maintenance services for YOU on a time and material basis, billing YOU at the prevailing rates that BIS is charging other customers at the time the Other Services are rendered.
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3. Our Agreement is for the development of this Solution ONLY, and does not provide for BIS to provide Web Site hosting services or other maintenance services unless expressly written in the Proposal. In the event that Web Site hosting or maintenance services are to be provided, such services will only be provided pursuant to the terms and conditions of a separate written agreement which YOU and BIS execute expressly for that purpose.
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4. The Term of Our Agreement shall commence when it is signed and continue until Services and Other Services, if any, have been completed and the payments provided for have been made in full, unless terminated prior thereto as provided herein (the “Term”). In the event of a breach of Our Agreement, the other party may terminate the Term and Our Agreement if the breaching party fails to cure such breach within 10 days following written notice of such breach from the other party.
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5. YOU will deliver to BIS as soon as possible any existing materials and other things that YOU may have for inclusion in the Solution. These should include any images and text that YOU would like to have in the Solution (“YOUr Content”). YOU are responsible for YOUr Content, and warrant to BIS that BIS may use YOUr Content in the Solution. YOU will continue to own YOUr Content and BIS will not have any ownership rights in YOUr Content other than the right to use YOUr Content in connection with Our Agreement.
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6. BIS will perform the Services using materials, including programs, codes, etc. that BIS develops and that belong to BIS, or over which BIS has obtained usage rights (“BIS Content”). As between YOU and BIS, BIS will own BIS Content and all other things that BIS may create whether or not created while performing the Services.
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7. YOU agree that BIS Content is proprietary and confidential. To the extent that BIS has not made BIS Content, or a part of BIS Content generally available to the public, YOU agree to keep BIS Content confidential and not use it or disclose it without BIS’s prior written consent (“Confidentiality”). In addition to Confidentiality, BIS’s employees and contractors are very important to BIS. YOU agree that YOU will not hire, solicit for hire, or entice to leave BIS, any of BIS’s employees or contractors (“Restriction”). If YOU use or disclose BIS Content in violation of Our Agreement or violate the Restriction, YOU agree that YOU may be enjoined by a court and held responsible for BIS’s damages, including attorneys’ fees and costs.
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8. YOU agree to pay BIS for the Services as described in the attached Proposal.
If payment is not made to BIS when required, YOU agree to pay BIS interest at the rate of one percent (6%) per month, compounded monthly, as well as any attorneys’ fees and costs which BIS may incur. Until the final Solution is approved, none of the Solution shall be accessible to end-users.
9. BIS grants YOU a non-assignable, royalty free, perpetual license to use BIS Content in the Solution (“Use License”). BIS may terminate the Use License only in the event that YOU breach Our Agreement and fail to cure such breach within 10 days following written notice to YOU.
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10. BIS warrants to YOU that, to the best of BIS’s knowledge, BIS Content does not and will not infringe, or be misappropriations of, the property right of third parties.
EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN THIS SECTION, BIS MAKES NO WARRANTIES HEREUNDER, AND BIS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BIS SHALL HAVE NO LIABILITY WITH RESPECT TO ANY OBLIGATIONS UNDER OUR AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF BIS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE LIABILITY OF BIS TO YOU FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID TO BIS BY YOU UNDER OUR AGREEMENT. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS.
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11. BIS may list YOU as a client and the Web Site as BIS’s work product, unless written notice is received by BIS from YOU prior to the completion of the Solution.
12. YOU agree not to approach BIS's employees or contractors with proposals to hire them as YOUr own employees or contractors. If YOU were to hire any of BIS's employees or contractors, YOU agree to pay BIS for each employee thus hired the greater amount of: three years salary for that employee as YOU are to pay such employee or contractor, or $200 000.
13. Upon any termination, the provisions of Our Agreement relating to the Use License, Confidentiality, Restriction, YOUr Content, BIS Content, assignment, proprietary rights, warranty, limitation of liability, indemnification obligations and payment obligations shall survive the termination or Term of Our Agreement.
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14. Each of the parties will act in accordance with the terms of Our Agreement and will sign such other documents or agreements that are necessary to effectuate the terms of Our Agreement. In the performance of Our Agreement, BIS is acting as independent contractors and not employees or agents of YOU. Our Agreement shall be governed in all respects by the laws of the State of Maryland without regard to its conflict of laws provisions. YOU and BIS agree that the sole venue and jurisdiction for disputes arising from Our Agreement shall be the appropriate state or federal court located in the State of Maryland, and YOU and BIS hereby submit to the jurisdiction of such courts. YOU shall not assign, without the prior written consent of BIS, YOUr rights, duties or obligations under Our Agreement to any person or entity, in whole or in part, whether by assignment, merger, transfer of assets, sale of stock, operation of law or otherwise, and any attempt to do so shall be deemed a material breach of Our Agreement. The waiver of any failure of either party to exercise any right in any respect provided for herein shall not be deemed a waiver of any further right available at law. If any provision of Our Agreement is determined to be invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted, and the balance of Our Agreement shall remain enforceable.
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"BIS Global has done a terrific job of website design and hosting for the Jean-Louis Palladin Foundation. I highly recommend their services!"
Ann Brody Cove
Executive Director
The Jean-Louis Palladin Foundation
www.jlpfoundation.org
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