Terms & Conditions

Last Updated on May 15th, 2019

In consideration of the promises and mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby irrevocably acknowledged by all the parties hereto, the Parties, intending to be legally bound, agree as follows:

 

Customer is contracting TAS as an application developer/designer.

 

Customer agrees that it will engage and make payments to TAS as per the terms outlined in any signed or paid proposal.

As used in this Agreement, Confidential Information shall mean any and all technical or business information furnished, in whatever form or medium, or disclosed by Customer to TAS, including, but not limited to product/service specifications, prototypes, computer programs, marketing plans, processes, analyses, schematics, development plans or data, research, concepts, inventions, computer programs, customer data, financial data, employment data and personnel statistics, that has been or may be provided to TAS. For the purposes herein, technical or business information of Third Persons, including but not limited to Customer’s current or potential customers or vendors, provided by Customer to TAS shall be deemed Confidential Information, unless otherwise agreed to in writing by Customer.


Confidential Information shall not include information that TAS can demonstrate: (i) is already in the possession of, or is independently developed by or for TAS without use of Confidential Information and by personnel of TAS who did not have access to Confidential Information, as evidenced by written records; (ii) is or becomes publicly available through no fault of TAS; (iii) is obtained by TAS from a Third Person who is under no obligation of confidence to Customer; or, (iv) must be reasonably disclosed by law, government regulation or court order, provided that TAS provides reasonable prior written notice to Customer before making such disclosure and provided that TAS discloses only such Confidential Information that is legally required to be disclosed.

 

Customer understands and agrees they may have any third/independent party review and test any and all applications/work delivered by TAS for security and data breach checks.  TAS cannot be held responsible for any data breaches or information leaks.  

 

Customer understands and agrees that any penetration gaps or issues identified within three (3) months of delivery as it pertains to the development actually delivered/performed by TAS will be TAS’s responsibility to address and fix without additional charge to the Customer.  However any claims, damages, etc. related data breaches or access of information from the application obtained illegally will not be the responsibility of TAS.

 

Customer understand and agrees any information or business conducted by the application is Customer’s responsibility to obtain any permission and observe any local, regional, country, world laws.

 

TAS agrees to hold Confidential Information in strict confidence for three (3) years from the date of receipt, unless otherwise agreed in writing;

 

TAS agrees to use Confidential Information solely for the purposes of performing the Services herein unless otherwise authorized in writing by Company;


TAS agrees not to copy Confidential Information unless specifically authorized; in the event permission is granted to copy Confidential Information, each such copy shall contain and state the same confidential or proprietary notices or legends, if any, which appear on the original; 


TAS agrees to make requests for Confidential Information only as necessary for the purposes set forth in this Agreement.

Upon expiration of this Agreement for any reason, or upon request of Customer, all tangible embodiments of Confidential Information, together with any copies of same as may be authorized in this Agreement, shall be returned to Customer or certified in writing to be destroyed by TAS.  Notwithstanding the foregoing, TAS may retain one (1) archival copy of Confidential Information provided to it, in accordance with its record retention policies and subject to the restrictions contained in this Agreement, for the purpose of dealing with claims related to this Agreement


Continued Obligations. The limitations and requirements herein for use and protection of Confidential Information shall survive after termination or expiration of this Agreement and shall also survive after return of tangible embodiments of Confidential Information.

 

No License. TAS acknowledges that the disclosure of Confidential Information to him does not transfer any ownership or license rights therein to TAS. Nothing in this Agreement shall be construed as granting to TAS any right or license under any patents, copyrights, inventions, trade secrets, or other proprietary rights now or hereafter owned or controlled by Customer, except as specifically granted herein for the limited provision of Services during the term of this Agreement, and whether or not information provided to TAS by Customer is or is not Confidential Information.

 

The above Recitals are hereby true and correct and are hereby incorporated in this Agreement.

 

The parties agree that except as expressly modified in writing these Terms remain in full force and effect.

 

All parties agree that all Terms, Proposals, Agreements, etc. will be governed by and construed in accordance with the laws of the State of Florida, without regard to Florida choice of law rules. 

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