Professional Services Terms

BY CLICKING ON THE “ACCEPT” OR “”SUBMIT” BUTTON OR EXECUTING AN AGREEMENT WITH STANDARD CYBORG, INC. (“STANDARD CYBORG”, “WE”, “US,” OR “OUR”) THAT REFERENCES THESE PROFESSIONAL SERVICES TERMS, YOU OR THE ENTITY OR COMPANY THAT YOU REPRESENT (“YOU,” “YOUR,” “YOURS” OR “COMPANY”) ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY, ARE BECOMING A PARTY TO THESE STANDARD CYBORG PROFESSIONAL SERVICES TERMS (“TERMS”), AND ARE HEREBY REPRESENTING AND WARRANTING THAT YOU ARE AUTHORIZED TO BIND COMPANY. YOUR DOWNLOAD, INSTALLATION OR CONTINUED USE OF THE APP (AS DEFINED BELOW) SHALL ALSO CONSTITUTE ASSENT TO THESE TERMS. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL OF THESE TERMS, CLICK THE “DECLINE” BUTTON AND YOU WILL HAVE NO RIGHT TO USE THE APP. IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO ALL OF THESE TERMS, TO THE EXCLUSION OF ALL OTHER TERMS.

1. APP DEVELOPMENT

  • 1.1 Development. Standard Cyborg shall use commercially reasonable efforts to develop the App in accordance with the Design Specifications, and deliver the Deliverables in substantial accordance with the dates set forth in the Delivery Schedule. Except for the Company Content to be provided by Company, Standard Cyborg shall provide or obtain all programming and other production services and materials (including artwork, music and sound) as specified in the Design Specifications.
  • 1.2 Change Requests. Company may request modifications and/or changes to the Statement of Work or Design Specifications in accordance with the following procedures: The parties will discuss the proposed alterations, and, as soon as practicable thereafter, Standard Cyborg will either notify Company that it cannot (or will not) make the proposed alterations, or submit a change order proposal to Company for approval. Such proposal will include an estimation of any additional charges and any adjustments to the Delivery Schedule resulting from the proposed change. On Company’s written approval of this proposal, the Statement of Work will be deemed amended to incorporate such change. If Company does not provide such approval, the Statement of Work shall remain unchanged.
  • 1.3 Acceptance Procedure. Deliverables shall substantially conform to the Design Specifications. When Standard Cyborg believes that it has completed a Deliverable, Standard Cyborg shall deliver the same to Company. Within five (5) business days following receipt of each Deliverable, Company shall either accept or reject such Deliverable for any material non-conformance with the Design Specifications by either: (a) written acceptance of the Deliverable; or (b) a written rejection of the Deliverable accompanied by reasonably detailed description of the how the Deliverable fails materially to conform to the applicable Design Specification or other requirement of the Statement of Work. A Deliverable shall be deemed accepted if Company does not respond within the applicable five (5) day period, or puts such Deliverable into commercial use or production. If a Deliverable is rejected, Standard Cyborg shall make the appropriate corrections thereto and resubmit the revised Deliverable for acceptance or rejection in accordance with this Section. On the third or any subsequent rejection of any Deliverable, Standard Cyborg may terminate the Statement of Work without either party having further obligation hereunder unless the Deliverable is accepted during the notice period.
  • 1.4 Fees. Company shall make the payments to Standard Cyborg set forth in the Statement of Work, in accordance with the schedule and payment terms therein. Unless otherwise specified in the Statement of Work, all payments shall be due within thirty (30) days of invoice and are non-refundable.

2. PROPRIETARY RIGHTS

  • 2.1 Ownership; Assignment. Standard Cyborg shall exclusively own all right, title and interest in and to the Standard Cyborg Utilities. Except for any Standard Cyborg Utilities embedded therein or otherwise used with the App, as between the parties, Company shall exclusively own all right, title and interest in and to the App. Standard Cyborg further acknowledges and agrees that all right, title and interest in and to Company Content is retained by Company. Except for Standard Cyborg Utilities, Standard Cyborg hereby makes a full, irrevocable assignment to Company of the App.
  • 2.2 Standard Cyborg Utilities. Standard Cyborg hereby grants to Company a nonexclusive, royalty-free, irrevocable, perpetual and worldwide right and license to use the Standard Cyborg Utilities as and to the extent the same are embedded in the App. Such license shall be a license of “intellectual property rights” as defined in Section 365(n) of the U.S. Bankruptcy Code. Any Standard Cyborg Utilities that are not embedded in the App (including, without limitation, the Standard Cyborg platform and web services) must be separately licensed from Company.

3. GOVERNING AGREEMENT

These Terms incorporate and are subject to the Standard Cyborg Platform Subscription Agreement set forth at  http://www.standardcyborg.com/docs/platform-terms (the “Agreement”). In the event of any conflict between these Terms and the Agreement, the terms of the Agreement shall control.

4. DEFINITIONS

For purposes of these Terms, the following terms have the indicated meanings:

  • 4.1 “Deliverable” means any item specified in a Statement of Work to be delivered by Standard Cyborg to Company in accordance with the delivery schedule set forth in the Statement of Work (the “Delivery Schedule”).
  • 4.2 “Design Specifications” means the detailed written description of the App’s functional and aesthetic aspects including, without limitation, the design, scripts (functions), operating features, interfaces, and technical requirements for the App. The Design Specifications shall be set forth in the Statement of Work and may be modified from time to time upon mutual written agreement.
  • 4.3 “Company Content” means any audio and audiovisual material, photographs, artwork, text and any other materials provided to Standard Cyborg by Company.
  • 4.4 “Milestone” means any specific task described in the Statement of Work to be completed by Standard Cyborg by a specified date in accordance with the Delivery Schedule.
  • 4.5 “App” means the desktop or mobile application to be delivered hereunder in accordance with the Statement of Work.
  • 4.6 “Fees” means the fees and other payment obligations set forth in the Statement of Work.
  • 4.7 “Standard Cyborg Utilities” means all development tools, hardware designs, methodologies, software, user interface designs, architecture, class libraries and documentation owned or developed by Standard Cyborg prior to the Effective Date of this Agreement, together with any enhancements, improvements, modifications, and derivative works thereof.