The customer engages LoopIndex to provide support software development and consulting work in a pay as you go plan. The customer pays for work actually performed but has no obligation to purchase any. No payment is due upon contract signing. There is no monthly minimum usage requirement and no fixed fees.
This agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior oral or written agreements.
An hourly rate will be provided to the customer when signing the agreement.
2. Billable Time
All work done by a consultant for the customer constitutes billable time. Reports of time used will be sent weekly.
3. Payment Terms
An advance payment will be paid by the customer before work starts. The amount to be paid in advance will reflect LoopIndex’s estimation for the required number of hours for the service required by the customer. If additional hours are needed, the customer will be notified and requested to pay for the additional hours. It is left to LoopIndex’s discretion to decide if work will continue before the payment for the additional hours is accepted.
Payment executed for time that isn’t billable entitles the customer to a refund. The refund will be performed with no delay unless the customer wishes to maintain funds available with LoopIndex for future service. It requires the customer’s explicit written instruction to prevent or delay the refund at the end of the service delivery.
5. Ownership rights
LoopIndex develops and supports software components. These components are used by multiple customers. Some of these components are based on open-source licenses. The software developed for the customer may be reused as is or with modification and shared with other customers under commercial or as free software. The decision if to reuse the code will be under LoopIndex sole discretion.
Any Customer complaints, including (without limitation) concerning billing or work performance, must be presented to LoopIndex in writing within 90 days after the work date. Failure to do so constitutes a waiver of claims.
This agreement is effective until it is terminated. Either party may terminate this Agreement at any time, with or without cause, upon fifteen (15) days’ prior written notice. LoopIndex shall be paid in full for the work performed prior to the effective date of termination. If this agreement is terminated at the initiative of LoopIndex without cause, any amounts pre-paid but for which services have not been rendered shall be refunded on a pro-rata basis; otherwise, payments are non-refundable.
LoopIndex will not be liable for special, incidental, indirect, exemplary or consequential damages or lost profits arising out of or in connection with this agreement.
9. No Warranty
EXCEPT AS EXPRESSLY PROVIDED HEREIN, ALL SERVICES PROVIDED BY LOOP INDEX ARE PROVIDED ON AN “AS IS” BASIS WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND. LOOP INDEX HEREBY DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
10. LIMITATION OF LIABILITY
IN NO EVENT WILL LOOP INDEX BE LIABLE (A) FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE PROVIDED SERVICE EVEN IF LOOP INDEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (B) FOR, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, LOST PROFITS, BUSINESS INTERRUPTION WHETHER OR NOT FORESEEABLE OR ALLEGED TO BE BASED ON BREACH OF WARRANTY, CONTRACT, NEGLIGENCE OR STRICT LIABILITY, LOSS OF DATA, OR ANY PERFORMANCE UNDER THE AGREEMENT. THE MAXIMUM REMEDY AVAILABLE TO EITHER PARTY IS ANY AMOUNT PAID FOR THE SERVICE TO LOOP INDEX
11. ENFORCEABILITY OF THIS AGREEMENT
IF ANY PROVISION OF THE AGREEMENT IS UNLAWFUL, VOID, OR FOR ANY REASON UNENFORCEABLE, THEN THAT PROVISION WILL BE DEEMED SEVERABLE FROM THE AGREEMENT AND WILL NOT AFFECT THE VALIDITY AND ENFORCEABILITY OF ANY REMAINING PROVISIONS.
This agreement shall be construed, interpreted and governed by the laws of Colorado, USA. Without regard to conflicts of law provisions thereof. The exclusive forum for any disputes arising out of or relating to this agreement shall be an appropriate court sitting in Colorado, USA. This agreement shall constitute the entire agreement between the parties hereto. Any waiver or modification of this agreement shall only be effective if it is in writing. If any part of this agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of this agreement shall be interpreted so as to reasonably effect the intention of the parties. No provision of the agreement will be interpreted against any party because such party or its legal representative drafted such provision.
2231 Larimer St.
Denver, CO 80205
Email: [email protected]