This terms of service (“Terms of Service”) governs the provision of services by Data Direct 360. (“Data Direct 360″) to its clients (“Client”). The Terms of Service is effective as of the execution of the first work order between Data Direct 360 and the Client (“Effective Date”).
- Scope of Service
Data Direct 360 agrees to provide services (“Services”) to Client as described in the Work Oder(s). The Work Order(s) will define the specific Services to be performed by Data Direct 360, the schedule or term, the applicable rates and charges therefor, and other appropriate terms and conditions. All items prepared or required to be delivered under the Work Oder(s) are collectively referred to herein as the “Deliverables”. - Intellectual Property
Data Direct 360 acknowledges that the work or Deliverable is being created as a “work made for hire” and, at all stages of development, the work or deliverables shall be and remain the sole and exclusive property of the Client. Data Direct 360 agrees to transfer and assign, to the Client and its designees, without further compensation, the entire right, title and interest throughout the world in and to: (a) all intellectual property resulting from Data Direct 360’s activities under this Terms of Service; (b) all intellectual property relating to any deliverables under this Terms of Service; and (c) creations and inventions that are otherwise made through the use of Client’s affiliates’ equipment, supplies, facilities, materials and/or proprietary information. - Payment
The payment terms as described in the relevant Work Order(s) will be adhered to and if payments are not made by the Client per the schedule, despite sufficient notice from Data Direct 360, then Data Direct 360 retains the right to withhold any further Deliverables. Data Direct 360 will also withhold the release of any IP created during the Deliverable process. - Limitation of Liability
In no event shall either party be liable for any indirect, incidental, special or consequential damages, including without limitation damages for loss of profits, data or use, errors or omissions, incurred by either party or any third party, whether in an action in contract or tort, even if the other party has been advised of the possibility of such damages. Data Direct 360’s aggregate and cumulative liability for damages hereunder shall in no event exceed the amount of fees paid by the Client under the relevant Work Order giving rise to the liability. - Confidentiality & Nondisclosure
“Confidential Information” means information related to the business (including third party information), which (i) is subject to privacy rules and regulations and/or derives economic value, actual or potential, from not being generally known to or readily ascertainable by other persons who can obtain economic value from the disclosure or use of the information, (ii) is the subject of efforts by the Disclosing Party that are reasonable under the circumstances to maintain the secrecy of the information, and (iii) is identified by the Disclosing Party as “Confidential” and/or “Proprietary”, or which, under all of the circumstances, ought reasonably to be treated as confidential and/or proprietary under this Terms of Service. “Employees” as used herein shall consist of individuals who are employed by a party at any time this Terms of Service is breached or enforcement of this Terms of Service is sought, regardless of the date of hire.
Neither Client nor Data Direct 360 shall disclose to a third party Confidential Information of the other party. The party receiving Confidential Information (“Receiving Party”) shall use the same degree of care and caution as it uses to protect the confidentiality of its own confidential information of like nature, but not less than a reasonable degree of care, to maintain in confidence the Confidential Information of the party providing the Confidential Information (the “Disclosing Party”), and to ensure that Receiving Party’s “Employees” (as defined herein) maintain confidence of the Confidential Information. The foregoing obligations shall not apply to any information that is required to be disclosed by law. - Independent Contractor
Data Direct 360 is and will remain as an independent contractor in its relationship with Client. Nothing in this Terms of Service shall be deemed to have created a partnership, or joint venture or a contract of employment between Data Direct 360 and Client. - Force Majeure
Data Direct 360 shall have no liability for any failure beyond its reasonable control and without its fault or negligence including, but not limited to, acts of God, severe weather, etc. - Acknowledgment
This Terms of Service together with the Work Order(s) and further documents as necessary, set forth the entire agreement and understanding between the parties relating to the subject matter and supersedes all prior discussions, oral or in writing, between the parties.
