General Terms and Conditions for all Contracts
Effective date: October 12, 2017
In order to provide a uniform standard of terms and conditions for contracts involving 906 Technologies, LLC, this document is hereby incorporated into all contracts entered into by 906 Technologies, LLC (“906 Technology”).
1. Jurisdiction and Venue All contracts and agreements of any kind prepared by 906 Technology shall be interpreted under the laws of the State of Michigan, with exclusive venue for any legal action in Marquette County, Michigan.
2. Entire Agreement and Electronic Execution These General Terms and Conditions and any estimates provided, if any, constitute the entire agreement of the parties. These General Terms and Conditions can only be amended by a writing signed by an authorized officer of 906 Technology and the customer. Oral promises are void ab initio. The parties agree to treat electronic signatures as originals, included via facsimile, email, or any other electronic device.
3. Confidential Information Customers of 906 Technology agree not to disclose confidential information of 906 Technology that customers obtain through its relationship with 906 Technology. Confidential information includes; but is not limited to; processes, procedures, customer lists, and computer code used by 906 Technology.
4. Intellectual Property Rights 906 Technology has the sole-legal rights to all intellectual property (“IP”) used or created in its relationship with its customers. Intellectual property includes; but is not limited to; designs, trademarks, copyrights, patents, trade secrets, and computer code of any kind. 906 Technology may provide a license to its customers to use its IP, but 906 Technology maintains the ownership to such IP. Under no circumstances, may a customer of 906 Technology sell, assign, transfer, or provide the IP of 906 Technology to others.
5. Costs of Litigation If litigation occurs between 906 Technology and any customer of 906 Technology and if 906 Technology is successful in such litigation, no matter how de minimis, then the customer of 906 Technology shall pay the legal costs incurred by 906 Technology, including actual attorney fees.
6. No Joint Venture 906 Technology provides services and goods to individuals and corporate entities. 906 Technology does not enter into a joint venture of any kind with its customers.
7. No Third Party Beneficiary and Indemnification 906 Technology provides services and goods to its customers only. This relationship is not intended to create rights to a third party which 906 Technology customers may have a relationship with, or use products that were developed by 906 Technology. If a third party includes 906 Technology in any claim involving its customers’ use of services and products provided to customers by 906 Technology, then customers agree to defend and indemnify 906 Technology in any such claims.
8. Warranties 906 Technology provides a-six month warranty that the products provided or developed will work as intended by the agreement of the parties. Customers of 906 Technology agree to use the products provided or developed by 906 Technology only for the uses intended by, and mutually agreed to, by the parties.
906 TECHNOLOGY HEREBY WAIVES ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, THE WARRANTY OF MERCHANTABILITY AND THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.
9. Estimates 906 Technology provides “estimates” for the technological work being proposed. Customers understand that the development of computer systems and computer code is uncertain and an exact “quote” as to the costs involved is not possible. 906 Technology endeavors to keep the costs of services and products within the limits provided in any estimate, but customers understand and agree that “estimates” are not sums certain and are not a “quote.”
10. Conflicts These General Terms and Conditions are meant to be read together with any estimates provided to customers. If any term or condition provided in any estimate conflicts with these General Terms and Conditions, then these General Terms and Conditions shall control. Any remaining terms and conditions contained in the estimates that do not conflict with these General Terms and Conditions shall remain in full force and effect.
11. Non-Solicitation of Employees and Agents Customers of 906 Technology agree not to solicit employees or agents of 906 Technology, for employment by the customer or employment by a third party or to leave the employment of 906 Technology for any reason.Customers agree that such solicitation of employees or agents of 906 Technology could cause 906 Technology financial hardship. This Non-Solicitation clause shall remain in effect for the duration of any contracts or agreements of the parties, and for a two year period after all such contracts and agreements end.
12. Guarantors If 906 Technology requires the principals of a corporate entity to sign in their individual capacity, in addition to signing for the corporate entity, then the signatory principals guarantee performance in their individual capacity under the agreements with 906 Technology.