This agreement sets forth the terms and conditions that govern the provision of software development services (“Services”) by NTSprint LLC (“Company”) to you (“Client”). By accepting these terms, the Client agrees to be bound by these terms and conditions.
Scope of Services:
NTSprint LLC agrees to provide the Services described in the accompanying proposal, statement of work, or other agreement between NTSprint LLC and the Client (“Agreement”). The Client agrees to pay the fees set forth in the Agreement for the Services provided by NTSprint LLC.
The Client shall retain all right, title, and interest in and to the software and any other intellectual property developed by NTSprint LLC in connection with the Services, including all software, hardware, documentation, and other materials developed or produced by NTSprint LLC (“Deliverables”). NTSprint LLC shall have no right, title, or interest in the Deliverables except as expressly provided in this agreement. The Client grants NTSprint LLC a non-exclusive, non-transferable license to use the Deliverables for the purposes of providing the Services to the Client.
NTSprint LLC and the Client shall maintain the confidentiality of all confidential information disclosed by one party to the other party in connection with the Services. The receiving party shall use the same degree of care to protect the confidential information as it uses to protect its own confidential information of like importance, but in no event less than reasonable care.
Representations and Warranties:
NTSprint LLC represents and warrants that: (i) the Services will be performed in a professional and workmanlike manner; (ii) the Deliverables will not infringe on any third-party intellectual property rights; and (iii) the Deliverables will be free from defects in material and workmanship for a period of ninety (90) days from delivery.
Limitation of Liability:
In no event will NTSprint LLC be liable for any damages, including without limitation, direct, indirect, incidental, or consequential damages, arising out of the provision of the Services, even if NTSprint LLC has been advised of the possibility of such damages.
All payments of any invoice issued by NTSprint LLC should be made within 15 days of receipt by the Client, unless there is a previous agreement for using a different payment cadence.
The Client may terminate this agreement at any time by providing written notice to NTSprint LLC. NTSprint LLC may terminate this agreement at any time and without notice if the Client breaches any of the terms of this agreement. Upon termination, both parties shall immediately cease all use of the Deliverables and shall return all confidential information and any other property belonging to the other party.
This agreement shall be governed by and construed in accordance with the laws of the State of Washington in which NTSprint LLC is located, without giving effect to any principles of conflicts of law.
Any dispute arising under or in connection with this agreement shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association.
This agreement constitutes the entire agreement between the Client and NTSprint LLC and supersedes all prior agreements, whether written or oral, relating to the provision of the Services.