Quality Assurance Services Agreement
I will provide you with the best Quality Assurance Services that I can. Since you will be providing me with access to confidential information, I promise I won't be sharing that with anyone! This includes a 1 year non-disclosure agreement.
While I am happy to test anything you care to throw at me, I can only promise to test 1 version "build" per week, per developer. This is to make sure I can take my time with a build, to test it thoroughly! This does not mean I absolutely won't test multiple builds in a week, but I cannot guarantee that I will. I will always try to be timely, and work with you, but I am not a dedicated QA department.
Payment processing is handled by Amazon Payments or PayPal, and both are billed as a subscription. This makes a monthly service a lot easier for both you and I to keep track of. You can honestly cancel at any time through Amazon Payments, or ask me and I'll be happy to cancel it for you.
No refunds for the current monthly cycle! There's lots of other cover-my-ass and I'll cover yours going on here. You really should probably read the Legal version. Payment button is at the bottom of this page!
These terms apply to all Quality Assurance Services (‘Services’) provided to any individual or company (‘Client’) by Tim Webb; as discchord.com. Client includes companies or individuals on whose behalf Services are performed and any company or agency that arranges Quality Assurance Services for its clients.
1. Quality Assurance Services (QAS)
1.1 Subject to these Terms, discchord.com will test and evaluate all submitted applications (‘Builds’) by Client during the term of employment, which shall begin upon payment and end on the last billing cycle for which payment has been received, as specified in clause 3.
1.2 Client grants discchord.com a worldwide, irrevocable user license for all submitted applications. Client warrants that it is authorized to grant discchord.com the license in this clause 1.
1.3 discchord.com agrees to provide these services in a timely manner, as permitted. Client acknowledges that discchord.com has made no assurance of, and is under no obligation to, observe any specific schedule.
1.4 In order to provide a certainty that evaluation is conducted to high degree of excellence, discchord.com will commit to evaluating no more than one Builds for ALL Client software in a 1 week period, though in its sole discretion discchord.com may elect to evaluate more Builds in the same duration on a case-by-case basis.
2. Confidentiality and Disclosure
2.1 discchord.com understands that its work for the Client will involve access to and creation of confidential, proprietary and trade secret information and materials of the Client (or their affiliates, licensors, suppliers, vendors or customers) (collectively, "Confidential Information"). Confidential Information includes, without limitation, any:
(a) information, ideas or materials of a technical or creative nature, such as research and development results, designs and specifications, computer source and object code, patent applications, and other materials and concepts relating to the Client's products, services, processes, technology or other intellectual property rights received by discchord.com solely in the course of discchord.com's rendering of Services to the Client and relating to the QAS set forth in clause 1;
(b) information, materials of a business nature, such as non-public financial information; information regarding profits, costs, marketing, purchasing, sales, customers, suppliers, and contract terms; product development plans; and marketing and sales plans and forecasts received by discchord.com solely in the course of discchord.com's rendering of Services to the Client and relating to the QAS set forth in clause 1; and
(c) all personal property, including, without limitation, all books, manuals, records, reports, notes, contracts, lists, blueprints and other documents or materials, or copies thereof, received by discchord.com solely in the course of discchord.com's rendering of Services to the Client and relating to the QAS set forth in clause 1.
2.2 discchord.com understands that Confidential Information is extremely valuable to the Client and their affiliates, licensors, suppliers, vendors and customers. Accordingly, discchord.com agrees during the Term and for a period of 1 year thereafter that it:
(a) shall hold all Confidential Information in confidence and trust for the benefit of the Client;
(b) shall not copy or use (or allow any of its employees, contractors or agents to copy or use) any Confidential Information, except as may be necessary to perform the Services;
(c) shall use the Confidential Information only for the benefit of the Client (and not for the benefit of discchord.com or any third party, except for the Client's affiliates, licensors, suppliers, vendors and customers to which the Confidential Information relates); and
(d) shall not disclose or otherwise make available any such Confidential Information to any third party except as authorized in writing and in advance by Client.
All Confidential Information is and shall remain the sole property of the respective Client.
2.3 The foregoing restrictions on use and disclosure shall not apply to any Confidential Information to the extent discchord.com can prove such Confidential Information:
(a) is or has become generally known to the public through no unlawful act of discchord.com;
(b) was known to discchord.com at the time of its disclosure by the Client;
(c) was independently developed by discchord.com without any use of the Confidential Information;
(d) becomes known to discchord.com from a source other than the Client without breach of this Agreement;
(e) such disclosure is approved in advance and in writing by Client; or
(f) discchord.com is legally compelled to disclose such Confidential Information, provided that discchord.com shall give advance notice of such compelled disclosure to Client, and shall cooperate with Client in connection with any efforts to prevent or limit the scope of such disclosure and/or use of the Confidential Information.
3.1 The Client must pre-pay for Services as required by discchord.com.
3.2 Payments are processed by Amazon Payments on a monthly "subscription" basis.
3.3 Client must pay the full price for Services with no expectation of refunds, except any condition or warranty which cannot by law be excluded (‘Non-excludable Condition’) unless in cases of gross negligence or willful misconduct on the part of discchord.com.
4. Warranties and Liability
4.1 discchord.com covenants, represents and warrants that (i) it will render the Services in compliance with all applicable laws and regulations; and (ii) it, shall use its best efforts to provide the Services diligently and with at least that degree of skill, attention and care that discchord.com exercises and has heretofore exercised with respect to furnishing comparable services subject to the provisions of clause 1 above.
4.2 discchord.com shall indemnify and hold harmless the Client and their affiliates, successors and assigns (and its and their officers, directors, employees, sublicensees, customers and agents) from and against any and all claims, losses, liabilities, damages, settlements, expenses and costs (including, without limitation, attorneys' fees and court costs) (collectively, "Damages") which arise out of or relate to any breach of discchord.com's representations and warranties set forth above in clause 4, section 1, and which arise out of the gross negligence or willful misconduct of discchord.com.
4.3 The Client hereby releases, indemnifies and agrees to hold harmless discchord.com and their affiliates, successors and assigns (and its and their officers, directors, employees, sublicensees, customers and agents) from and against any and all Damages which arise out of the provision of the Services, other than such Damages which arise out of discchord.com's gross negligence or willful misconduct.
4.4 The Client herby releases, indemnifies and agrees to hold harmless discchord.com for any delay or failure to provide Services caused by a factor outside discchord.com’s reasonable control (including but not limited to any act of God, war, breakdown of facilities, industrial dispute, electricity failure, governmental or legal restraint).
4.5 Without prejudice to any rights or remedies otherwise available to any party hereto, the Client and discchord.com hereby acknowledge that damages would be an inadequate remedy for any breach of the provisions of this Agreement by the Client or discchord.com and agree that the obligations of the Client or discchord.com, as the case may be, shall be specifically enforceable.
5.1 This Agreement may be terminated by the mutual agreement of discchord.com and Client. Client or discchord.com may terminate this Agreement upon written notice in the event of a material breach by the other party of the terms of this Agreement and such breach is not cured within thirty days of notice thereof.
5.2 The obligations of the Parties under clause 2, hereof shall survive any termination of this Agreement as shall Client's payment obligation under clause 3 with respect to Services rendered prior to the termination date and discchord.com's and the Client’s indemnity obligation under clause 4, and the Client’s remedies obligation under clause 4 shall also survive. All other obligations hereunder shall terminate as of the date of termination of this Agreement in accordance with clause 5, section 1.
6.1 These Terms, with any other written agreement, represent the entire agreement of the Client and discchord.com for Services. They can only be varied in writing by an authorized officer of discchord.com. No purchase order or other document issued by the Client will vary these Terms.
6.2 discchord.com may serve notice on Client by post or fax to the last known address of the Client.
6.3 These Terms are governed by the laws of the State of Illinois and each party submits to the non-exclusive jurisdiction the state and federal courts located within Illinois without regard to its choice-of-law rules.