Contract for client work.
We’ll always do our best to fulfill your needs and meet your expectations, but it’s important to have things written down so that we both know what’s what, who should do what and when, and what will happen if something goes wrong. In this contract you won’t find any complicated legal terms or long passages of unreadable text. We’ve no desire to trick you into signing something that you might later regret. What we do want is what’s best for both parties, now and in the future.
So, in short:
You (client, located at client address) are hiring us, Meld Development Solutions, Inc., an Oregon corporation located at 208 SW 5th Ave., Portland, OR 97204, to build a web and/or mobile application ("app") for you at the rate of rate, as discussed in our previous correspondence.
What do both parties agree to do?
You: You'll participate in a planning meeting before we start building your project, as well as weekly meetings to review our work and provide us feedback. You agree to stick to the payment schedule set out in this contract. You represent and warrant that any information or software you provide to us regarding to the app, and the completed app itself, will not violate any intellectual property right of any third party, and that if any third-party brings a claim, suit or action against us relating to the app or your breach of this contract, you agree to indemnify and hold us (including our employees, managers, directors, officers and other authorized respresentatives whether made a party to the suit or not), harmless from any losses, damages, costs and expenses (including attorney's fees).
Us: With your guidance, we will write user stories and design wireframes that convey the essence of your app idea. We'll then implement these stories as a web and/or mobile app. We'll provide estimates for how long each story might take, and if those estimates turn out to be off, we'll let you know as soon as we're aware of it. When we finish a story, we'll send the working app to you for feedback. At the end of each week, we will meet with you to review what we've built, and give you a chance to add, change, and re-prioritize your user stories.
What's not included
Our expertise is in software development, not design. You're welcome to provide us with graphics and styles (in the form of CSS stylesheets); if you don't, we'll select freely available design frameworks to use in your app.
Running a web app involves ongoing costs, such as for hosting and external services. You are responsible for these costs both during our engagement and afterwards. We will outline the costs of any service we plan to use before integrating it into your app.
We of course will continue to support you by developing and improving your app for as long as you retain our services, but we will not provide support to your app's users.
We’re sure you understand how important it is to us as a small business that you pay the invoices we promptly send to you. As we’re also sure you’ll want to stay friends, you agree to pay our weekly invoices within 7 days of us sending them to you. If you do not pay as agreed after we notify you by email that your payment is late, we will have no choice but to stop work on your app until you pay the past-due invoice.
Warranties and liability
We'll work hard to build an app to your satisfaction, but we do not guarantee the app will be error-free.
In legal terms, the app will be provided to you "as-is, where is, with all faults." To the maximum extent permitted by law, we disclaim any and all warranties of any kind, express or implied, including but not limited to, implied warranties of merchantability and fitness for a particular purpose with regard to the app, any delays in creating the app, and/or any app support services we provide to you under this contract. Our total liability for any damages to you, your users, or any other third-party resulting from the app or our support services will be limited to the amount you paid us under this contract, and in no event will we be liable to you, your users or any other third-party for incidental or consequential damages of any nature whatsoever.
This contract is the entire agreement between you and us, and completely replaces any previous agreements between us regarding its subject matter.
You shall not assign or transfer this contract to anyone else without our written permission.
If it turns out part of this contract isn’t enforceable, you and we will remove that part, and it will not affect the rest of the contract.
If you and we have a dispute, the State of Oregon's laws will apply, except for the conflict of laws rules. If necessary, you and we will go to court in Multnomah County, Oregon.
This contract stays in place and need not be renewed. Either of us can end this contract at any time by notifying the other by email. Within 5 days of any termination, you agree to pay any amounts owing for our services through the date of termination. All terms of this contract that would reasonably be expected to survive its termination will do so.
Each individual signing this contract certifies that they have the authority to enter into this contract.