These Terms of Service (“Terms”) shall apply to all services performed by FOOSquad, LLC (“Company”) under orders placed by You using the DrupalSquad Ticket System.
The Company will perform web development and maintenance services on your site(s) in accordance with these Terms. All task requests, specifications, fee estimates and terms of service will be as agreed upon using the DrupalSquad Ticketing System, and no other terms or agreements, whether oral or written, will apply unless expressly set forth as a specification(s) using the DrupalSquad Ticketing System. No work will be performed until agreed upon specifications are approved and an estimate is accepted by You using the DrupalSquad Ticketing System. Once such approval is received by the Company (“Authorized Ticket”), the Company will use commercially reasonable efforts to schedule and perform services in accordance with the specifications contained in the Authorized Ticket. IT IS UNDERSTOOD AND AGREED THAT TIME FOR PERFORMANCE SHALL NOT BE OF THE ESSENCE AND THE COMPANY SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DELAY IN PERFORMANCE UNDER THE AUTHORIZED TICKET.
It is understood and agreed that the Company may require access to and use of Your hardware and/or software to perform the services specified in the Authorized Ticket. You hereby agree to provide such access and consent to such use as required by the Company to perform services under the Authorized Ticket, all at no charge to the Company.
Work performed under an Authorized Ticket will be paid with Drupal Credits. Credits must be pre-purchased at the DrupalSquad website. You are solely responsible for any and all sales, use or other taxes applicable to the services provided under the Authorized Ticket, except solely for taxes attributable to the income received by the Company for the performance of services.
In cases where time is of the essence and work must outside of normal hours (10:00 AM-7:00 PM GMT+2, except weekends and official holidays in the United States and Belarus), You may submit a ticket with a priority level of “Immediate”. All work performed on tickets marked “Immediate” will be billed at a Rush Rate equal to double the number of credits that would be charged for such tickets.
You will be notified by Company upon completion of the services (“Notice of Completion”). The Notice of Completion will include the final charge for the completed services. You will have 10 days after the Notice of Completion to confirm your acceptance of the work or notify Company of any deficiencies. Any notice of deficiency shall identify in detail the manner in which the completed work does not meet the specifications in the Authorized Ticket. Company shall thereafter have the option to (i) repair or correct the work at no further cost to You, (ii) propose modifications or corrections under a change order to the specifications, including a time and cost estimate to complete the additional work (“Change Order”), or (iii) close the Authorized Ticket, without completion or charge. No work will be performed under a Change Order until authorized in the same manner as the original Authorized Ticket, and acceptance of work performed under a Change Order will be subject to Acceptance as provided above. Any failure by You to give written confirmation of Acceptance or a statement of deficiency within 10 days after a Notice of Completion shall be deemed Acceptance.
Upon Acceptance, Company will deduct credits from your DrupalSquad account in an amount equal to the amount owed for all services performed under the Authorized Ticket. Payment for Accepted work is non-refundable.
The Company will not disclose or use for any purpose other than the performance of services under the Authorized Ticket, information provided by You that is marked confidential or otherwise identified in writing to be confidential. The Company shall not be liable for any breach of this provision unless due to the Company’s intentional or grossly negligent conduct and You agree to indemnify the Company for any liability arising out of the Company’s use or exposure to confidential information.
Copyrightable materials created by the Company in connection with the services performed under the Authorized Ticket shall be deemed “work(s) made for hire” and ownership of such materials shall vest with You upon Acceptance and full payment for the services and deliverables provided by the Company. Nothing herein shall give You any ownership rights in any pre-existing development tools, computer code, techniques, functions, routines, subroutines, or other programs, data and material that the Company uses in the performance of services under the Authorized Ticket that are not specifically created for and unique to You or which are in common use (“Underlying Technology”), provided that You shall be deemed to have a perpetual, nonexclusive, nontransferable royalty-free license to use all such Underlying Technology solely for purposes of using the services provided by the Company under the Authorized Ticket.
You are hereby advised that the Company performs many of its services using open source software, like Drupal, which are licensed under the Gnu Public License or other recognized open source licenses. By authorizing work under these Terms, You expressly agree that any work performed under an Authorized Ticket may be subject to one or more open source licenses. You will be responsible for compliance with any open source licenses, and will indemnify the Company for all liability arising out of any violations of such open source licenses.
The Company will not use any code that is subject to third party approval or licensing without your express approval. You will be responsible for the execution of any required third party license or other authorization necessary for the use of such code, and will assume full responsibility for, and indemnify the Company for, any liability arising out of the use of such third party material and any violation of the license or other agreement authorizing use of the material.
Services provided by the Company will be performed in a professional manner, in accordance with generally recognized commercial practices and standards. THE COMPANY MAKES NO WARRANTIES OF ANY KIND REGARDING THE SERVICES PERFORMED OR WORK DELIVERED HEREUNDER, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, CONDITIONS AND OTHER TERMS IMPLIED BY LAW OR REGULATION, INCLUDING ANY IMPLIED WARRANTIES AS TO QUALITY, PERFORMANCE, TITLE, NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ALL WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE AND USAGE OF TRADE.
Limitations of Liability
The maximum liability of the Company for any claim by You in connection with the services performed by the Company or otherwise under these Terms, shall be the value of the Drupal Credits applied to the payment for services provided under the Authorized Ticket. IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY LOST DATA, LOST REVENUE, LOST PROFITS OR OTHER INDIRECT, INCIDENTIAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT FORESEEABLE AND REGARDLESS OF WHETHER THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING ANY DAMAGES RESULTING FROM THE LOSS OF DATA, OR THE MALFUNCTION OR NONCONFORMITY OF THE SERVICES PROVIDED BY THE COMPANY.
These Terms are governed by the laws of the State of Minnesota, without regard to conflicts of laws principles. Any claim or controversy arising out of or relating to these Terms or the services provided under these Terms must be brought in the state or federal courts located in Minneapolis, MN. If any provision of these Terms is held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. The Authorized Ticket and these Terms constitute our entire agreement with respect to the provision of services, and supersedes any prior written agreements and any oral discussions between You and the Company.