GENERAL TERMS AND CONDITIONS
CLIENT HAS READ THIS AGREEMENT, UNDERSTANDS IT AND AGREES TO BE BOUND BY ITS TERMS. YEPPLE BLOCKCHAIN SOLUTIONS, LLC PROVIDES ITS SERVICES AND DELIVERABLES TO CLIENT SOLELY UPON THE CONDITION THAT CLIENT ACCEPTS ALL THE TERMS AND CONDITIONS CONTAINED HEREIN. BY SIGNING ANY ACCEPTANCE DOCUMENTS (AS DEFINED BELOW) INTO WHICH THESE TERMS AND CONDITIONS ARE INCORPORATED, CLIENT IS CONSENTING TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED HEREIN AND UNDERTAKING TO COMPLY THEREWITH.
As used herein and throughout the Agreement:
Acceptance Documents means any proposal for Services, estimate for Services, online form with respect to Services, or other document signed or agreed upon in writing by each party’s duly authorized representatives for the purchase by Client of Services and Deliverables, and/or correspondence between the Client’s authorized representative and Yepple Blockchain Solutions, LLC offering and accepting the Services and Deliverables, all of which are incorporated by reference into this Agreement.
Agreement means these general terms and conditions, any and all Acceptance Documents and any exhibits, schedules, attachments or Change of Scope Orders thereto.
Change of Scope Order means a change to the scope of the Project requested by Client.
Client means the purchaser of Services and Deliverables pursuant to the Acceptance Documents.
Client Data means all electronic data or information submitted by Client to Yepple Blockchain Solutions, LLC and stored in connection with the provision of Services to Client.
Client Materials means all documents, applications, software, Client Data, content, designs, drawings and other material provided by Client for use in the preparation of and/or incorporation into the Deliverables.
Confidential Information has the meaning ascribed thereto in Section 6.
Deliverables means all tangible, measurable or specific items to be delivered by Yepple Blockchain Solutions, LLC to Client in connection with the Project under Acceptance Documents.
Disclosing Party has the meaning ascribed thereto in Section 6.
Force Majeure Event has the meaning ascribed thereto in Subsection 12.6.
Intellectual Property means any inventions, works of authorship, reports, technological components, tools, source code, methods or other developments, together with any patents, trade secrets, copyrights, trademarks, or any other intellectual property rights in or to any of the foregoing.
Project means the scope and purpose of the Services and Deliverables as described in the Acceptance Documents.
Receiving Party has the meaning ascribed thereto in Section 6.
Services means the development services applied to non-fungible token projects and smart contracts on the Cardano blockchain provided to Client by Yepple Blockchain Solutions, LLC pursuant to the terms hereof and as described and otherwise further defined in the Acceptance Documents.
Yepple Blockchain Solutions, LLC means Yepple Blockchain Solutions, LLC Inc. and/or any of its affiliated entities, as applicable.
Third Party Materials means proprietary third-party materials which are incorporated into the Deliverables or required to deliver the Services, including without limitation third-party software.
2. TERM AND TERMINATION
Term. Unless otherwise provided in the Acceptance Documents, this Agreement shall commence upon the date of acceptance by Yepple Blockchain Solutions, LLC of the Acceptance Documents and shall remain effective until the Services and Deliverables are completed and delivered or until this Agreement is terminated in accordance with the terms hereof.
Termination for Convenience. Subject to Subsection 3.2, unless otherwise provided in the Acceptance Documents, this Agreement may be terminated without cause at any time for any reason (i) by mutual agreement between the parties or (ii) by any party with five (5) days’ prior written notice.
Termination for Cause. This Agreement may be terminated at any time by any party effective immediately if:
any party becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors;
any party breaches any of its material responsibilities or obligations under this Agreement, which breach is not remedied within 10 days from receipt of written notice of such breach; or
Yepple Blockchain Solutions, LLC determines, in its sole and absolute discretion, that any Deliverables or Services requested by Client could be construed as involving the issuance of securities.
Compensation Following Termination. In the event of termination, Yepple Blockchain Solutions, LLC shall be compensated for the Services and Deliverables provided through the date of termination in the amount of the fees for work performed by Yepple Blockchain Solutions, LLC as of the date of termination, and Client shall pay all expenses, fees, out of pockets together with any additional costs incurred through and up to, the date of termination in accordance with Section 3.
3. FEES AND CHARGES
Fees. In consideration of the Services and Deliverables to be provided by Yepple Blockchain Solutions, LLC, Client shall pay to Yepple Blockchain Solutions, LLC fees in the amounts and according to the applicable Acceptance Documents and all applicable sales, use or value-added taxes, even if calculated or assessed subsequent to the payment.
No Refund. All fees payable by Client under this Agreement are non-refundable and cannot be withheld or offset, except as otherwise explicitly stated in the applicable Acceptance Documents.
Invoices. All invoices are payable in the amounts and according to the applicable Acceptance Documents. Service charges of 1.5% per month are due and payable by Client on all overdue balances. Payments will be credited first to late payment charges and next to the unpaid balance. Client shall be responsible for all collection or legal fees necessitated by lateness or default in payment. Yepple Blockchain Solutions, LLC reserves the right to withhold delivery of Services and any transfer of ownership of any Deliverables if accounts are not current or overdue invoices are not paid in full. All grants of any license to use or transfer of ownership of any intellectual property rights under this Agreement are conditioned upon receipt of payment in full which shall be inclusive of any and all outstanding additional costs, taxes, expenses, fees, charges and the costs of Change of Scope Orders.
Taxes. The Client shall be responsible to pay any government-imposed taxes or charges for the sale or use of goods and/or services. If Yepple Blockchain Solutions, LLC has the legal obligation to pay or collect taxes for which Client is responsible, the appropriate amount shall be invoiced to and paid by Client unless Client provides Yepple Blockchain Solutions, LLC with a valid tax exemption certificate authorized by the appropriate taxing authority. Yepple Blockchain Solutions, LLC shall not be responsible for gathering customer information or funds on behalf of the Client in association with any tax obligations resulting from the Services provided. The Client acknowledges and agrees that it is solely responsible for allocating funds for tax purposes and for obtaining and maintaining all necessary customer information for tax reporting purposes. Yepple Blockchain Solutions, LLC shall have no liability for any errors, omissions, or inaccuracies in the Client's tax reporting, or for any tax-related penalties or fines that may be assessed against the Client. The Client shall indemnify and hold harmless Yepple Blockchain Solutions, LLC from any and all claims, losses, damages, or expenses (including reasonable attorneys' fees) arising out of or in connection with the Client's failure to comply with its tax obligations.
Expenses. Client shall pay Yepple Blockchain Solutions, LLC for all approved expenses incurred in connection with the Services and Deliverables under this Agreement, which approval shall not be unreasonably withheld.
Monthly Service Fees and Adjustments: The Client agrees to pay the Contractor a monthly fee for the maintenance and provision of the affected services described in this agreement. The Contractor reserves the right to adjust the monthly fee at any time, at its sole discretion, of the affected services, provided that the Contractor provides the Client withthirty (30) days' prior written notice of any such adjustment. The Client acknowledges and agrees that the monthly fee may be adjusted upwards or downwards at the Contractor’s sole discretion, and that the Client shall be responsible for payment of any adjusted fees ing from the date specified in the notice of adjustment. The Client further acknowledges that failure to pay the adjusted fees may result in the suspension or termination of the services provided by the Contractor.
4. SERVICES AND DELIVERABLES
Acceptance Documents. Yepple Blockchain Solutions, LLC shall provide Client with the Services and Deliverables as described in the Acceptance Documents, agreed upon by the parties and subject to the terms and conditions set forth in this Agreement. The Acceptance Documents shall include at a minimum a listing of all Deliverables to be provided, the term during which the Services shall be provided and the fees and/or hourly rate to be paid by Client. The Acceptance Documents for each Project will be considered a separate agreement, which incorporates these general terms and conditions, and the Services and Deliverables to be provided thereunder will form part of the Services and Deliverables governed by this Agreement. Any reference to this Agreement shall include any Acceptance Document which has not yet been terminated.
Change of Scope Order. The Client may initiate a change to the scope of the Project by notifying Yepple Blockchain Solutions, LLC of a Change of Scope Order in writing. In the event of a Change of Scope Order, Yepple Blockchain Solutions, LLC may, in its sole discretion, suspend the provision of Services and Deliverables until a definitive agreement between the parties has been reached with respect to such Change of Scope Order and the fees related thereto. Yepple Blockchain Solutions, LLC may extend or modify any delivery schedule or deadlines in the applicable Acceptance Document as may be required by such Change of Scope Order. The agreed-upon changes, including fees, will be reflected in the Change of Scope Order, which will be signed or agreed upon in writing by the authorized representatives of both parties and shall constitute an amendment to the applicable Acceptance Document.
Timing. Yepple Blockchain Solutions, LLC will prioritize the performance of the Services as may be necessary or as identified in the Acceptance Documents and will undertake commercially reasonable efforts to perform the Services and deliver Deliverables within the time(s) identified in the Acceptance Documents. Client agrees to review Deliverables within the time identified for such reviews and to promptly either, (i) approve the Deliverables orally or in writing or (ii) provide written comments and/or corrections sufficient to identify the Client’s concerns, objections or corrections to Yepple Blockchain Solutions, LLC. Yepple Blockchain Solutions, LLC shall be entitled to request written clarification of any concern, objection or correction. Client acknowledges and agrees that Yepple Blockchain Solutions, LLC’s ability to meet any and all schedules is entirely dependent upon Client’s prompt performance of its obligations to provide materials and written approvals and/or instructions pursuant to the Acceptance Documents and that any delays in Client’s performance or any Change of Scope Orders may delay delivery of the Deliverables. Any such delay caused by Client shall not constitute a breach of any term, condition or Yepple Blockchain Solutions, LLC’s obligations under this Agreement.
Testing and Acceptance. Client, within 2 business days of receipt of each Deliverable, shall notify Yepple Blockchain Solutions, LLC, orally or in writing, of any failure of such Deliverable to comply with the specifications set forth in the applicable Acceptance Documents, or of any other objections, corrections, changes or amendments Client wishes made to such Deliverable. Any such written notice shall be sufficient to identify with clarity any objection, correction, change or amendment, and Yepple Blockchain Solutions, LLC will undertake to make the same in a commercially timely manner. Any and all objections, corrections, changes or amendments shall be subject to the terms and conditions of this Agreement. In the absence of such notice from Client, the Deliverable shall be deemed accepted.
5. RELATIONSHIP BETWEEN THE PARTIES
Independent Contractor. Yepple Blockchain Solutions, LLC is an independent contractor. Yepple Blockchain Solutions, LLC shall provide the Services and Deliverables under the general direction of Client, but Yepple Blockchain Solutions, LLC shall determine, in Yepple Blockchain Solutions, LLC’s sole discretion, the manner and means by which the Services and Deliverables are performed and delivered. This Agreement does not create a partnership or joint venture and neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. All rights, if any, granted to Client are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement.
Subcontractors. Yepple Blockchain Solutions, LLC, in providing Services and Deliverables to Client, shall be entitled to engage and use its employees, consultants and subcontractors to delegate the performance of any portion of the Services without the prior consent of Client. Yepple Blockchain Solutions, LLC accepts full and total responsibility for any acts or omissions of such employees, consultants and subcontractors in connection with obligations related to the provision of Services and Deliverables under this Agreement.
No Exclusivity. The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. Yepple Blockchain Solutions, LLC shall be entitled to offer and provide services to others that may be considered competitive, to solicit other clients and otherwise advertise the services offered by Yepple Blockchain Solutions, LLC.
6. CONFIDENTIAL INFORMATION
Confidential Information. Each party acknowledges that in connection with this Agreement one party (the “Receiving Party”) may receive certain confidential or proprietary technical and business information and materials (“Confidential Information”) of the other party (the “Disclosing Party”). Each party and its employees, agents and subcontractors shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under this Agreement. Confidential Information shall not include any information that is (i) already in the possession of or is independently developed by the Receiving Party without the use of or reference to the Confidential Information, (ii) in the public domain or becomes publicly known through no fault of the Receiving Party, (iii) or is otherwise properly received from a third party without an obligation of confidentiality. Either party may disclose Confidential Information on to its affiliates, directors, officers, agents, employees, contractors, consultants, advisors and service providers who have a need to know to such Confidential Information and who are bound by confidentiality obligations at least as restrictive as those in this Section 6.
Compulsory Disclosure. If the Receiving Party or anyone to whom it discloses the Confidential Information receives a request to disclose all or any part of the Confidential Information under the terms of a subpoena or other order issued by a court of competent jurisdiction or by a government agency, the Receiving Party shall, to the extent legally permissible: (i) promptly notify the Disclosing Party of the existence, terms, and circumstances surrounding such a request; (ii) consult with the Disclosing Party on the advisability of taking steps to resist or narrow that request; (iii) if disclosure of that Confidential Information is required, furnish only such portion of the Confidential Information as the Receiving Party is advised by its counsel is legally required to be disclosed; and (iv) cooperate with the Disclosing Party, at the Disclosing Party’s expense, in its efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information that is required to be disclosed. Disclosure pursuant to law or government authority order that meets the requirements of this paragraph will be deemed an authorized disclosure.
Return of Confidential Information. At the request of the Disclosing Party, and except for such copies as the Receiving Party is required to retain pursuant to applicable law or regulation or internal record retention policy, the Receiving Party shall:
return to the Disclosing Party any and all of the Disclosing Party’s Confidential Information;
destroy any and all other copies, information or materials in whatever form or media pertaining to such Confidential Information and/or its use or application; and
provide the Disclosing Party a written certification that all such Confidential Information and other information, copies, derivatives and materials pertaining thereto have been returned to the Disclosing Party or destroyed in accordance with the terms of this Section 6.3.
Equitable Relief. The Receiving Party acknowledges that any disclosure or threatened disclosure of Confidential Information in violation of this Agreement would be detrimental to the Disclosing Party’s business and the Disclosing Party shall be entitled, without waiving any other rights or remedies, to equitable relief, including injunctions.
7. INTELLECTUAL PROPERTY
Client Materials. Client Materials shall remain the sole property of Client or its respective suppliers, and Client or its suppliers shall be the sole owner of all rights in connection therewith. Client hereby grants to Yepple Blockchain Solutions, LLC a nonexclusive, non-transferable license to use, reproduce, modify, display and publish the Client Materials solely in connection with Yepple Blockchain Solutions, LLC’s performance of the Services and limited promotional uses of the Deliverables as authorized in this Agreement.
Prior Intellectual Property Rights. Each party will retain all right, title and interest in and to its Intellectual Property developed prior to or independently of this Agreement, as well as any developments or improvements therein. Yepple Blockchain Solutions, LLC will retain all right, title and interest in and to all technological components, tools and source code developed in connection with the Services and Deliverables, together with any intellectual property rights therein. The Client may not directly or indirectly, in any form or manner, decompile, reverse engineer, create derivative works or otherwise disassemble or modify any Intellectual Property of Yepple Blockchain Solutions, LLC.
Third Party Materials. Yepple Blockchain Solutions, LLC shall not be held liable for the retrieval or recovery of Client's information or property in the event of a third-party service provider's failure to fulfill their obligations. Client acknowledges and agrees that Yepple Blockchain Solutions, LLC responsibilities under this Agreement are limited to the scope of work outlined herein and does not extend to the actions or inactions of third-party service providers in regard to their materials. In the event that a third-party service provider fails to fulfill their obligations for any reason and Yepple Blockchain Solutions, LLC is unable to provide such service in-house in a reasonable manner, Yepple Blockchain Solutions, LLC reserves the right to discontinue the affected services. Client acknowledges and agrees that Yepple Blockchain Solutions, LLC shall not be held liable for any damages, losses, or expenses arising from such discontinuation of services and shall not be required to provide any refunds or compensation in such circumstances. All Third Party Materials are the exclusive property of their respective owners. In the event the Client fails to properly secure or otherwise arrange for any necessary licenses or instructs the use of Third Party Materials, the Client hereby indemnifies, saves and holds harmless Yepple Blockchain Solutions, LLC from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of Client’s failure to obtain copyright, trademark, publicity, privacy, defamation or other releases or permissions with respect to Third Party Materials included in the Deliverables.
Right to Deliverables. As part of this Agreement, it is essential to clarify that all intellectual property generated by Yepple Blockchain Solutions, LLC over the course of the Services will remain the property of Yepple Blockchain Solutions, LLC. This includes, but is not limited to, any designs, documents, software, or other materials created by Yepple Blockchain Solutions, LLC during the course of this project in association with the Services and Deliverables. They will not be transferred to the client or any third party. Yepple Blockchain Solutions, LLC retains all rights to these materials, and they may not be reproduced or distributed without the express written consent of Yepple Blockchain Solutions, LLC.
8. CLIENT DATA
Ownership of Client Data. All title and intellectual property rights in and to the Client Data is owned exclusively by Client. Client acknowledges and agrees that in connection with the provision of the Services, Yepple Blockchain Solutions, LLC may store and maintain Client Data for a period of time consistent with Yepple Blockchain Solutions, LLC’s standard business processes for the Services. Client grants Yepple Blockchain Solutions, LLC the right to host, use, process, display and transmit Client Data to render the Services pursuant to and in accordance with this Agreement and the applicable Acceptance Documents. Client has sole responsibility for the hosting and for the accuracy, quality, integrity, legality, reliability, stability, availability and appropriateness of Client Data, and for obtaining all rights related to Client Data required by Yepple Blockchain Solutions, LLC to perform the Services.
Transmission of Data. Client understands that the technical processing and transmission of Client Data is fundamentally necessary to the rendering of Services. Client expressly consents to Yepple Blockchain Solutions, LLC’s use of Client Data as needed to provide Services hereunder and as described in any applicable Acceptance Document, and Client acknowledges and understands that Client Data will involve transmission over the internet, and over various networks, which may be owned and/or operated by third party providers. Client further acknowledges and understands that Client Data may be accessed by unauthorized parties when communicated across the internet, network communications facilities, telephone or other electronic means. Yepple Blockchain Solutions, LLC is not responsible for any Client Data which is delayed, lost, altered, intercepted or stored during the transmission or migration of any data whatsoever across networks not owned and/or operated by Yepple Blockchain Solutions, LLC, including, but not limited to, the internet and Client’s local network.
9. REPRESENTATIONS AND WARRANTIES
By Client. Client represents, warrants and covenants to Yepple Blockchain Solutions, LLC that:
Client has the full right and capacity to enter into this Agreement, to grant the rights and licenses granted hereunder and to perform its obligations hereunder;
Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Materials;
Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials;
Client shall comply with all applicable laws, including, without limitation, securities laws and anti-money laundering laws, and all Services and Deliverables requested does not and will not result in a breach of applicable laws; and
None of the Services and Deliverables requested by Client involves, or could be construed as involving, the issuance of securities.
By Yepple Blockchain Solutions, LLC. Yepple Blockchain Solutions, LLC hereby represents, warrants and covenants to Client that:
Yepple Blockchain Solutions, LLC is a validly existing corporation or entity and has the full corporate right and capacity to enter into this Agreement, to grant the rights and licenses granted hereunder and to perform its obligations hereunder;
Yepple Blockchain Solutions, LLC will provide the Services and Deliverables identified in this Agreement in a professional and workmanlike manner.
EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, SERVICES AND DELIVERABLES ARE PROVIDED TO CLIENT “AS IS” AND “AS AVAILABLE.” CLIENT BEARS THE RISK OF USING DELIVERABLES AND THE LIABILITY FOR THE RESULTS OBTAINED BY THE USE OF SUCH DELIVERABLES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YEPPLE BLOCKCHAIN SOLUTIONS, LLC DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS, GUARANTEES OR CONDITIONS, WHETHER ORAL OR WRITTEN, INCLUDING ANY IMPLIED WARRANTIES, REPRESENTATIONS, GUARANTEES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, PERFORMANCE AND NON-INFRINGEMENT. YEPPLE BLOCKCHAIN SOLUTIONS, LLC SPECIFICALLY DISCLAIMS ANY IMPLIED OR EXPRESS WARRANTY, REPRESENTATION, GUARANTEE OR CONDITION THAT ANY OF THE DELIVERABLES WILL MEET CLIENT’S REQUIREMENTS. YEPPLE BLOCKCHAIN SOLUTIONS, LLC SHALL NOT BE RESPONSIBLE FOR ANY ACTS OR OMISSIONS OF CLIENT’S officers, directors, employees, contractors, subcontractors, Affiliates, advisors and agents. Yepple Blockchain Solutions, LLC disclaims all liability, whatsoever, for any damage or interruptions caused by any computer viruses or other malicious code that may affect client’s computer or other equipment, or any phishing, spoofing, any security incident, cyber-attack or other attack. Yepple Blockchain Solutions, LLC disclaims all responsibility for delays or loss incurred as a result of a Handling error in the initiation of any transaction, AN INCORRECT BLOCKCHAIN DESTINATION BEING ENTERED, EITHER BY CLIENT OR YEPPLE BLOCKCHAIN SOLUTIONS, LLC and YEPPLE BLOCKCHAIN SOLUTIONS, LLC has no obligation to assist in the remediation of such transactions.
10. INDEMNIFICATION AND LIABILITY
By Client. Client agrees to indemnify, save and hold harmless Yepple Blockchain Solutions, LLC from any and all damages, liabilities, costs, losses or expenses, including attorney fees, arising out of any claim, demand or action resulting from or otherwise related to (a) infringement or misappropriation of Third Party Materials arising solely from the use or modification of the Client Materials by Yepple Blockchain Solutions, LLC pursuant to and as required by the applicable Project as described in the Acceptance Documents, including, without limitation, generating derivative works therefrom, and (b) Client’s breach of any of its responsibilities, obligations, covenants, representations or warranties under this Agreement.
Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL ANY PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN ANY WAY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, DELIVERABLES OR SUBSEQUENT MODIFICATIONS TO SUCH SERVICES AND DELIVERABLES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS OR DAMAGES ARISING FROM LOSS OF USE OR REVENUE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, YEPPLE BLOCKCHAIN SOLUTIONS, LLC’S TOTAL AGGREGATE LIABILITY TO CLIENT FOR DIRECT DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, DELIVERABLES OR SUBSEQUENT MODIFICATIONS TO THE SERVICES AND DELIVERABLES, SHALL IN NO EVENT EXCEED THE AMOUNT PAID OR PAYABLE TO YEPPLE BLOCKCHAIN SOLUTIONS, LLC BY CLIENT DURING THE TWELVE (12) MONTHS PRECEDING A CLAIM. FOR GREATER CERTAINTY, THE EXISTENCE OF TWO OR MORE CLAIMS WILL NOT INCREASE THE MAXIMUM LIABILITY AMOUNT.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IF YEPPLE BLOCKCHAIN SOLUTIONS, LLC’S PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT IS PREVENTED OR DELAYED BY AN ACT OF OMISSION OF CLIENT, YEPPLE BLOCKCHAIN SOLUTIONS, LLC SHALL NOT BE DEEMED IN BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE BE LIABLE FOR ANY COSTS, CHARGES OR LOSSES SUSTAINED OR INCURRED BY CLIENT, IN EACH CASE, TO THE EXTENT ARISING DIRECTLY OR INDIRECTLY FROM SUCH PREVENTION OR DELAY.
Entire Agreement. This Agreement incorporates by reference all Acceptance Documents, including but not limited to all Acceptance Documents, any Change of Scope Order and these general terms and conditions. This Agreement shall supersede all previous statements of work, both oral and written, negotiations, representations, commitments, writing, agreements and all other communications between the parties. The obligations of both parties under this Agreement shall continue with any successors (including successors by way of amalgamation) or permitted assigns.
Conflicting Terms. In the event of a conflict between any binding agreements or instruments entered into between the parties, the order of precedence shall be as follows: A) Acceptance Documents; and B) these general terms and conditions.
Publicity. Client permits Yepple Blockchain Solutions, LLC to refer to Client as its customer and to use Client’s name and/or logo for advertising and publicity purposes.
Waiver. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.
Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.
Notices. All notices to be given hereunder shall be transmitted in writing and shall be sent to the addresses identified in the Acceptance Documents or last known to the parties, unless notification of change of address is given in writing.
No Assignment. The Client may not assign, transfer or encumber its rights or obligations under this Agreement or permit the same to be transferred, assigned or encumbered by operation of law or otherwise, without the prior written consent of Yepple Blockchain Solutions, LLC. Yepple Blockchain Solutions, LLC shall have the unilateral, unfettered right to freely transfer or assign its rights and obligations under this Agreement with or without Client’s consent.
Force Majeure. Yepple Blockchain Solutions, LLC shall not be deemed in breach of this Agreement if Yepple Blockchain Solutions, LLC is unable to complete the Services or delivery the Deliverables or any portion thereof by reason of fire, earthquake, pandemic, labor dispute, act of God or public enemy, war, or any local, provincial, federal or international law, governmental order or regulation or any other event beyond Yepple Blockchain Solutions, LLC’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, Yepple Blockchain Solutions, LLC shall give notice to Client of its inability to perform or of delay in completing the Services and Deliverables and shall propose revisions to the schedule for completion of the Services and Deliverables.
Governing Law and Dispute Resolution. The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of the United States of America applicable therein without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction. In the event of a dispute arising out of this Agreement, the parties agree to attempt to resolve any dispute by negotiation between the parties. If they are unable to resolve the dispute, either party may commence mediation and/or binding arbitration in accordance with the United States of America civil procedure, or other forum mutually agreed to by the parties. The prevailing party in any dispute resolved by binding arbitration or litigation shall be entitled to recover its attorneys’ fees and costs. In all other circumstances, the parties specifically consent to the courts located in the United States of America. The parties hereby waive any jurisdictional or venue defenses available to them. Client acknowledges that Yepple Blockchain Solutions, LLC will have no adequate remedy at law in the event Client uses the Deliverables in any way not permitted hereunder, and hereby agrees that Yepple Blockchain Solutions, LLC shall be entitled to equitable relief by way of temporary and permanent injunction, and such other and further relief at law or equity as any arbitrator or court of competent jurisdiction may deem just and proper, in addition to any and all other remedies provided for herein.
Survival. Any sections of this Agreement which, by their nature, should reasonably survive termination of this Agreement, including without limitation Sections 6, 7, 8, 10, 11 and 12 shall survive termination of this Agreement.
Headings. The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement nor shall such headings otherwise be given any legal effect.
Language. The parties declare that they have requested and do hereby confirm their request that this Agreement, and related documents, be in English. Les parties déclarent qu'elles ont exigé et par les présentes confirment leur demande que le présent contrat ainsi que les documents qui s'y rattachent soient rédigés en anglais.
Obligation to Respond. The Client acknowledges and agrees that the Contractor requires a written response from the Client within two (2) weeks of any communication regarding updates or changes to the Services. In the event the Client fails to respond within the specified timeframe, the Contractor will make a reasonable effort to contact the Client with a notification of a suspension or termination of the Services. If there is no response from the Client within two (2) weeks of the notification of suspension or termination of Services attempt, the Contractor reserves the right to suspend or terminate the Services indefinitely without liability or penalty to the Contractor. The Client acknowledges and accepts that suspension and termination of the Services as outlined does not violate any commitment or obligation of the Contractor as specified elsewhere in the Agreement.
Before terminating the service agreement, the Contractor will attempt to contact the client via the Client’s electronic mail address as stated in this Agreement with a message subject of “Upcoming Termination of Agreement”.. IIn the case the Client fails to respond with written notice within 30 days of the communication attempt with the stated message subject, Yepple Blockchain Solutions, LLC retains the right to terminate the Agreement at its sole discretion without further notice.
In the situation that the Agreement is terminated, the Contractor retains the right to invoice the Client for any Services completed up to and including the date of termination. The Client acknowledges and accepts that failure to pay an invoice for completed Services within sixty (60) days is a violation of the Agreement and that any and all invoices remain valid and unvoided in the case of termination of the Agreement.
End of Services. Upon completion of the Services or termination of this Agreement, the Contractor will send any assets or information that the Contractor determines in its sole discretion are required for fulfilling the obligations set forth in this Agreement. These assets and information will be delivered to the Client via the Client’s electronic mail address used to transmit this Agreement or through a digital file sharing platform at the Contractor’s sole discretion. The Client acknowledges and accepts any and all liability and risk associated with the transfer of all information and assets included in the transfer and agrees that the Contractor is not responsible for any loss or damage to the information, assets, or Client as a result of the transfer. The Client is encouraged to take appropriate measures to protect their digital assets during the transfer and upon receipt. The Contractor reserves the right to retain any held digital assets until all outstanding invoices and fees have been paid in full. Once payment has been received, Yepple Blockchain Solutions, LLC will send the digital assets to the Client as outlined in this clause.
Misrepresentation. The Client represents and warrants that all information provided to Yepple Blockchain Solutions, LLC is true, accurate, and complete to the best of the Client's knowledge. In the event that any of the information provided by the Client is found to be untrue, inaccurate, or incomplete, the Client agrees to indemnify and hold harmless the Contractor from any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to such misrepresentation. The Contractor reserves the right to terminate this Agreement in the event of any such misrepresentation by the Client.