Terms and Conditions
The “Agreement” is entered into and effective as of the day you enter the website www.Iblesoft.com (the “Effective Date”) by and between Iblesoft, Inc.and you, or the company or entity you represent (“Client” or “You”).Please scroll down and read all of the following terms and conditions of this agreement carefully before clicking “agree” or purchasing services, installing, or using the software services defined below. This agreement is a legally binding contract between you and iblesoft, inc. And sets forth the terms and conditions that govern your use of the software services. By clicking “agree” or by using the software services, you accept and agree to abide by these terms and conditions as presented to you.
Iblesoft, inc. Has complete discretion to update and change the software services agreement from time to time and to change the scope or features of the software services from time to time. Iblesoft, inc. May make such changes without notice. If you continue to use the software services after any such changes, with or without notice, you will be considered to have consented to them.
Software Services Provided
Iblesoft, Inc. shall provide certain software services (the “Software Services”), which may include original authorship of software, code, website, or any other derivative work created by and for Client/You.
Iblesoft, Inc. hereby grants to Client the rights of ownership of a copy of the software, code, website, and/or derivative work, and agrees that you waive any rights against Iblesoft, Inc. for any claims of copyright infringement, patent infringement, or trademark infringement, whether known or unknown, from now and into the future, that may result from the creation of any software, code, or website, and the derivative works created; and specifically grants to Iblesoft, Inc. the right create substantially similar works in the future. The purpose of this paragraph is to acknowledge that Iblesoft, Inc. may have use in the future for some, all, or parts of the work created by Iblesoft, Inc. under this agreement in compiling a database of software, and in creating templates, and derivative works. Iblesoft, Inc. acknowledges that pre-existing software uploaded by you and provided to Iblesoft, Inc. remains the sole property of You/Client.
For Software Services provided to You/Client during the working process, Iblesoft, Inc. grants to You/Client an unlimited, and non-exclusive, royalty-free license to use the work created as a result of the Software Services for the contracted for purpose. Notwithstanding any other provision contained herein, Software Services provided pursuant to this agreement are proved to Client “AS IS” without indemnification, support, or warranty of any kind, express or implied.
Client’s Obligations; License Restrictions
Client will be responsible for full compliance with this Agreement, and for the acts of any Authorized User it selects; and will be solely responsible for any materials submitted to Iblesoft, Inc., and warrants that You have the legal right to make, use, provide, copy, create derivative works, publicly display, and or otherwise exploit for the purpose of You, any of the materials submitted. You agree not use the Software Services to produce, store, display or transmit infringing material or to produce, store, display or transmit material in violation of third intellectual property rights.
Fees & Payment
Client’s Obligations; License Restrictions. Once payment is made, all orders placed will be considered final. Fees will be due and payable as instructed and set forth on the web site. Any changes in fees will be posted on the website and included on the fee schedule. The fee schedule shall state the fee, the rate, and the scope of the work to be performed. Any services purchased shall be performed at the price on which the agreement and purchase was made. Any subsequent or additional services provided after the initial purchase shall be at the current posted rate at the time of the purchase of subsequent or additional services and/or hours purchased. All payments made under this Agreement are non-refundable, and if a credit card is used, not eligible for a charge-back or cancellation. You agree that this Agreement is based on work performed and hours spent in producing the work performed. Iblesoft, Inc. makes no guarantee or warranty that the services provided serve any particular purpose or use. Iblesoft, Inc. shall collect any taxes required or applicable at the time of purchase and are included in the purchase price.
Term & Termination
Term. You agree to purchase software services by the hour, and the services offered by Iblesoft, Inc. are for hourly software services, which shall comply with the DEFINE SERVICES. This Agreement commences on the date the purchase is made, and the time required to perform the requested function shall at a reasonable time thereafter. All time records shall be kept by Iblesoft, Inc. and shall be available to you through the website. DEFINE HOW TO ESTIMATE TIME. Effective Date and will continue until the end of the period specified in the applicable quote or order form for the Software Services (the “Initial Service Term”) and shall be automatically renewed for additional terms of the same duration as the Initial Service Term (each, a “Renewal Term”, collectively with the Initial Service Term, the “Term”).
Termination. Iblesoft, Inc. has the right to terminate this agreement if it is deemed that You have violated the intellectual property rights of others, or that You are not authorized to e the submitted materials, or to authorize Iblesoft, Inc. to use the materials. In the event of termination, you waive any right to a refund for work unperformed.
Client Information and Uploads. Client agrees that it is responsible for maintaining and protecting backups of all information and materials directly or indirectly processed using the Software Services and that Iblesoft, Inc. is not responsible for the failure to store, the loss, or the corruption of these materials.
Except for the limited rights expressly granted Section 1, Client acknowledges and agrees that, as between Client and Iblesoft, Inc., all right, title and interest, including all copyright, trademark, patent, trade secret, intellectual property (including but not limited to algorithms and business processes) and other proprietary rights, arising out of or relating to the provision of the Software Services belong exclusively to Client, though Iblesoft, Inc. reserves the rights to make, use, and create derivative or new works. Iblesoft, Inc. is hereby granted a royalty-free, fully-paid, worldwide, non-exclusive, transferable, sub-licensable, irrevocable and perpetual license to use or incorporate into its products and services any software, code, display, information, data, work created for or by Client or its Authorized Users relating to the Software Services. Iblesoft, Inc. reserves all rights not expressly granted under this Agreement.
Iblesoft, Inc. does not warrant that the Software Services will meet all of Client’s requirements or that use of the Software Services will be complete, free of error, usable, or secure. Each party warrants that: it has the necessary corporate power and authority to enter into and perform this Agreement; this Agreement does not and will not conflict with any other agreement or understanding to which such party is a party or by which it is bound; and the person signing this Agreement on such party’s behalf has been duly authorized to enter into this Agreement.
The software services, any documentation and all other products and services, including third party hosting services, provided hereunder are provided “as is” with all faults and without representation or warranty of any kind. Iblesoft, inc. Hereby disclaims, all representations and warranties of any kind, whether express, implied, or statutory, relating to this agreement, including without limitation any implied warranties of merchantability or fitness for a particular purpose. Iblesoft, inc. Specifically disclaims any representations or warranties as to the condition, value or qualities of any services, information or materials provided hereunder, including, but not limited to, whether any such services, information or materials will be complete, secure, correct, or non-infringing, and specifically disclaims any representation or warranty as to the workmanship thereof, or the absence of any defects therein, whether latent or patent, including any warranties arising from a course of dealing, usage or trade practice. Iblesoft, inc. Also specifically disclaims responsibility of third party products and services with which client may utilize as part of the software services, and client specifically disclaims and waives any rights and claims client may have against iblesoft, inc. With respect to such third party products and services, to the maximum extent permitted by law.
Limit of Liability
To the maximum extent permitted by applicable law, in no event will iblesoft, inc. Or its affiliated entities have any liability, contingent or otherwise, for any indirect, special, incidental, consequential, punitive, statutory or exemplary damages in any way arising out of or relating to this agreement, the software services or any products or services provided hereunder, including, but not limited to lost profits, damage to any materials uploaded or created, loss of goodwill, loss of work continuity, equipment failure or malfunction, personal injury, property damage or any other damages or losses, even if a party has been advised of the possibility thereof, and regardless of the casue of action.
Intellectual Property Indemnification
Iblesoft, Inc. will indemnify and hold Client harmless from any third party claim brought against Client that the Software Services, as provided by Iblesoft, Inc. to Client under this Agreement and used or distributed within the scope of this Agreement, infringes or misappropriates any U.S. patent, copyright, trademark, trade secret, or other intellectual property rights of a third party, provided that the use of the Software Services by Client is in conformity with the Agreement, that the infringement is not caused by modification or alteration of the Software Services provided, and/or the infringement was not caused by a combination or use of the Software Services with products not supplied by Iblesoft, Inc.. Iblesoft, Inc. indemnification obligations are contingent upon Client: (i) promptly notifying Iblesoft, Inc. in writing of the claim; (ii) granting Iblesoft, Inc. sole control of the selection of counsel, defense, and settlement of the claim; and (iii) providing Iblesoft, Inc. with reasonable assistance, information and authority required for the defense and settlement of the claim. This Section states Iblesoft, Inc.’s entire liability (and shall be Client’s sole and exclusive remedy) with respect to indemnification to Client. Client shall indemnify Iblesoft, Inc. from any claims made against it resulting from any Software Services provided on, associated with, related to materials that were uploaded by You.
Relationship of the Parties. The parties are independent of each other. This Agreement does not create a partnership, franchise, joint venture, agency, and fiduciary or employment relationship between the parties. Nothing in this Agreement creates an exclusive relationship or in any way prevents Iblesoft, Inc. from entering into similar arrangements with or providing similar services to other entities, including, without limitation, other similar customers. Client understands and acknowledges that Iblesoft, Inc. is free to use some or all of the data, information, techniques, methodologies, forms, layouts or results of any of the products or services provided by Iblesoft, Inc. hereunder in providing products or services to other customers and nothing in this Agreement shall be construed to limit Iblesoft, Inc.’s right to do so.
Third Party Services. If the Client uses any third party service with the Software Services (including services that may use any application programming interface (API) provided by Iblesoft, Inc.), the Client acknowledges that the third party service may access or use the customer’s information. Iblesoft, Inc. will not be responsible for any act or omission of the third party, including such third party’s use of the customer’s information. The Client agrees to contact the third party service provider for any issues arising from the Client’s use of the third party service.
Compliance with Applicable Laws. The Software Services are protected by intellectual property laws and other laws of the United States and international laws and treaties. You agree to use the Software Services and to perform all obligations under this Agreement in a manner that complies with all applicable laws, including laws related to use of, and creation of intellectual property.
Entire Agreement. This Agreement constitutes the final, complete and exclusive agreement among the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements or understandings, whether in written, oral, electronic, or other form, relating to the subject matter hereof. Notwithstanding the foregoing, Any terms and conditions appearing on a work or purchase order are incorporated into this Agreement, and are deemed a part of this Agreement, but do not take any precedence or preclude any other terms hereunder from being enforced.
Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. The waiver of any breach or provision of this Agreement will not be deemed a waiver of any different or subsequent breach.
Governing Law; Venue. This Agreement is governed by and will be construed under Florida law, and all actions arising out of or relating to this Agreement will be heard and determined exclusively by an appropriate state or federal court located in Miami-Dade County, Florida and the parties hereby consent to and waive any objections with respect to such jurisdiction and venue. You agree to waive any right of service of process, and agree that service of process shall be by registered US mail.
Severability. The provisions of this Agreement are severable. In the event that any provision or portion thereof is found by any court to be invalid or otherwise unenforceable, the remainder of this Agreement will not be affected, and the parties consent to such court’s substitution of a valid and enforceable term that approximates the intent and effect of such invalid or unenforceable provision or portion.
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