Terms and conditions

These Terms and Conditions apply to the person or organization (“Client” or “you”) purchasing Services from SupportYourApp, Inc. and its affiliates doing business as Outstaff Your Team (“Provider”, “us”, “we”, “our”) pursuant to a proposal, statement of work or similar document accepted by the Client (“Statement of Work” or “SOW”).

These Terms and Conditions constitute a binding agreement between Client and Provider, which are incorporated in and made a part of all SOWs and are referred to herein as “Agreement”.

The Client acknowledges and agrees that this Agreement shall enter into force on the date on which the applicable SOW becomes effective (“Effective Date”).

This Agreement contains the entire understanding between the Parties regarding the matters set out herein and supersedes and replaces all other understandings, negotiations, and previous agreements, written or oral, express or implied, if any, between the Parties with respect to the subject matter hereof. Capitalized terms not defined in this Agreement have the meanings as defined in the SOW.

Each of the Client and the Provider may be referred to herein individually as a “Party” and collectively as the “Parties”.

• SERVICES

  a. Statement of Work

  A Statement of Work or SOW is a mutually-executed document containing the description of Services, which is incorporated by reference. In case of any inconsistencies between the terms of an SOW and the terms of this Agreement, this Agreement shall govern, except where the SOW specifically indicates otherwise, in which case the terms of the SOW will prevail for that SOW only. Each SOW hereby incorporates these Terms and Conditions and constitutes a separate agreement with respect to the Services performed.

  b. Services

  The Provider will perform services as described in a Statement of Work (the “Services”), on the terms and conditions described in this Agreement and Statement of Work. If the Client requests the Provider to render services outside the scope of the existing Statement of Work, the Parties may agree on the terms of such additional services via email without entering into additional SOWs.

  c. Additional SOWs

  During the Term of this Agreement, the Parties may enter into additional SOWs under the terms of this Agreement. Each Party agrees that by referencing this Agreement, each SOW will be understood as implicitly incorporating by reference the terms herein, even if the SOW does not expressly do so. Each SOW (as may be amended), together with the terms of this Agreement, shall be a separately enforceable agreement.

  d. Notice of Dissatisfaction

  The Client shall promptly notify the Provider in writing at [email protected] and [email protected], if the Client considers that the Provider is not satisfactorily fulfilling its obligations under this Agreement and/or SOW. The notification shall state the reasons for the Provider’s dissatisfaction and set forth the proposed actions of the Provider necessary to cure the failure. The Client shall inform the Provider without undue delay, but no later than ten (10) calendar days after the end of the month in which the dissatisfaction occurred. Failure to notify the Provider within stipulated-above time will be construed as a waiver of any of the Client’s rights to dispute the dissatisfaction.

  e. Client’s Obligations

  The Client shall cooperate with the Provider in the performance of the Services, including, without limitation, by providing the Provider with: (i) access to and support of qualified personnel; and (ii) accurate, reliable and timely information required by the Provider for the performance of the Services (the "Client Data"). The Client warrants that it has all necessary rights or approvals for the Provider to use all the Third-Party Software and the Client Data in connection with the performance of the Services. The Client shall be responsible for the performance of its personnel, and represents and warrants that any information and data provided by the Client to the Provider, on which the Provider has based the Services and prices, are accurate and complete in all material respects.

  f. Assigned Staff Supervision

  The Client shall (i) properly supervise the Assigned Staff performing its work and be responsible for its business operations, products, services and intellectual property; (ii) properly supervise, control and safeguard its premises, processes or systems; (iii) provide the Assigned Staff with a safe work site and provide appropriate information, training and equipment necessary for their work functions; (iv) not change the Assigned Staff duties without the Provider’s prior written approval; (v) solely manage and bear expenses that incurred by Assigned Staff compensation revision whether at the Client discretion or Assigned staff request;  (vi) inform in advance the Provider about any Assigned Staff compensation increase or decrease, penalties or deduction applied to the Assigned Staff.

• Term and termination

  a. Term

  The term of this Agreement shall commence on the Effective Date and shall continue in full force until terminated in accordance with the provisions of this Agreement (the “Term”).

  b. Termination for Convenience

  This Agreement and/or SOW may be terminated by either Party at any time for any reason upon thirty (30) calendar days’ prior written notice to the other Party.

  c. Termination for Default

  In the event that either Party commits a material breach of its obligations under this Agreement or SOW and fails to cure that breach within fourteen (14) calendar days after receiving written notice thereof, the other Party may terminate this Agreement and/or SOW immediately upon written notice to the Party in breach. The material breach means but is not limited to violation of the Articles 3, 4, 5, 7 hereof.

  d. Effect of Termination

  The termination of this Agreement will automatically terminate all SOWs under this Agreement. The termination of an SOW will not terminate the Agreement or other SOWs under the Agreement. Upon termination of the Agreement, the Provider will submit a final invoice to the Client for the Services performed prior to the termination effective date.

  e. Survival

  The Articles 4, 5, 6, 7, 8 and 10 hereof shall survive any termination or expiration of the Agreement.

• Fees and payment

  a. Fees, Invoices and Payment

  Fees for the Services are set forth in the applicable SOW. Unless otherwise stated in the applicable SOW, all payments shall be made in USD and within ten (10) calendar days of the Client’s receipt of the invoice by email. If the Client does not approve an invoice, the Client must notify the Provider in writing of any disputes in amounts owed within five (5) calendar days of receipt of an invoice. Failure to notify the Provider within stipulated-above time will be construed as a waiver of any of the Client’s rights to dispute the invoice.

  b. Fee revision

  It is understood and agreed that the fees for the Services shall be increased annually, commencing on the first anniversary date of the Effective Date of this Agreement, by the percentage increase in the consumer price index over the last 12 months as measured by the United States Bureau of Labor (https://www.bls.gov/cpi/) entitled "All Items" or a similar index should such index no longer be published. Notwithstanding the foregoing, if the consumer price index over the last 12 months reflects a negative adjustment, the fees for the Services shall remain unchanged.

  c. Wire transfer and online payment processing platforms fees

  The wire transfer, ACH and online payment processing platforms (e.g. Stripe, PayPal, etc.) fees that concern the sums payable under this Agreement, shall be paid by the Client.

  d. Late Payments

  Past due invoices shall accrue interest at a rate of three (3%) percent for each thirty (30) calendar days the invoice remains outstanding. The Provider reserves the right to suspend the Services until payments are done. The Client shall be solely responsible for all collection or legal fees necessitated by lateness or default in payment. Notwithstanding the foregoing, if the Client is delinquent in payment for three (3) months in a row, the Provider may, upon written notice to the Client, modify the payment terms specified in the clause 3(a) or respective SOW to require full payment of the Services in advance to secure Client's payment obligations.

  e. Expenses

  Subject to the Client’s prior written approval, the Client shall reimburse the Provider for all reasonable, actual, documented and pre-approved expenses incurred by the Provider on behalf of the Client. Upon request, the Provider will send the Client itemized statements for any expenses along with supporting documentation.

  e. Taxes

  Each Party shall be responsible for and bear its own sales, withholding, value-added taxes, duties, levies (collectively, the “Taxes”) imposed, levied, assessed or incurred on or by the Party for or in connection with the negotiation, preparation, execution and performance of this Agreement. The Client shall ensure that the net amounts of payments hereunder received by the Provider are equal to the amounts to which the Provider would be otherwise entitled if such Taxes, or other charges, did not exist.

• Confidentiality and provider’s materials

  a. Non-Disclosure Obligations

  In the course of fulfillment of this Agreement and/or SOW, the Parties may disclose to one another, or may otherwise grant one another access to, Confidential Information (as defined below) (any such disclosing party, the “Disclosing Party”, and any such receiving party, “Recipient”). The Recipient shall use the Confidential Information solely to fulfill its obligations under this Agreement (the “Purpose”) and shall not disclose or permit access to Confidential Information other than to its employees, contractors, officers, directors, partners, agents, attorneys, accountants, and financial advisors (collectively, its “Representatives”) who (a) need to know such Confidential Information for the Purpose, (b) are bound by confidentiality agreements or obligations no less protective of the Confidential Information than the terms contained herein. The Recipient shall safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its own Confidential Information and no less than a commercially reasonable degree of care. The Recipient shall immediately notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information, and shall use commercially reasonable efforts to prevent further use or disclosure. The Recipient will be responsible for any breach of this Agreement caused by its Representatives.

  b. Definition of Confidential Information

  "Confidential Information" means all non-public, proprietary or confidential information, communications or data of a Party (or its affiliates or representatives) in oral, visual, or electronic form, whether or not marked as “confidential” or “proprietary” including, but not limited to, business information, technical or financial information, customer list or proposals, products, product development plans, technical specifications, product concepts, designs, drawings, contracts, marketing plans, operations, research, developments, discoveries, computer programs and documentation, technology, animations, graphics, know-how, personnel or any third party confidential information, whether conveyed in oral, written, graphic or electromagnetic form or otherwise, as well as all notes, analyses, summaries and other materials prepared by the Recipient or any of its Representatives that contain, are based on or otherwise reflect any of the foregoing; provided, however, that Confidential Information does not include any information that (a) is or becomes generally available to the public other than as a result of the Recipient’s or its Representatives’ act or omission, (b) is obtained by the Recipient or its Representatives on a non-confidential basis from a third party that was not legally or contractually restricted from disclosing such information, (c) was in the Recipient’s or its Representatives’ possession, as established by documentary evidence, prior to the Disclosing Party’s disclosure hereunder, or (d) was or is independently developed by the Recipient or its Representatives, as established by documentary evidence, without reference to or use of, in whole or in part, any of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, the Client shall not disclose the fees to be paid under the relevant SOW to the Assigned Staff, except for management assigned for the Services and senior management of the Provider.

  c.

  If the Recipient or any of its Representatives is required by applicable law to disclose any Confidential Information, the Recipient shall, prior to such disclosure or as soon as possible, notify the Disclosing Party of such requirements so that the Disclosing Party may seek, at its sole cost and expense, a protective order or other remedy, and the Recipient shall reasonably assist the Disclosing Party therewith. If the Recipient remains legally compelled to make such disclosure, it shall (a) only disclose that portion of the Confidential Information that, in the opinion of its legal counsel, the Recipient is required to disclose, and (b) use commercially reasonable efforts to ensure that such Confidential Information is afforded confidential treatment.

  d. Provider’s Materials

  The Provider shall own all rights, title and interest in all of the materials conceived or created by the Provider, or its Assigned Staff, and which were created prior to or arise out of the performance of this Agreement, including any training materials, reports, studies, designs, drawings, specifications, notes, documents, software and documentation, know how, computer based training modules, electronically or digitally recorded material, and other work in whatever form (the “Materials”), provided that the Materials do not constitute or include the Client’s Confidential Information and they have not been specifically ordered by the Client. The Client shall not copy, reproduce, allow or cause to have the Materials copied, reproduced or used for any purpose after the termination of this Agreement without the prior written consent of the Provider.

• Non-solicitation

  a. Non-Solicitation Obligations

  During the Term and for a period of three (3) years after any termination of the Agreement for any reason, each Party shall not, directly or indirectly (i) induce or attempt to induce any employee or independent contractor of the other Party to leave the employment of the other Party and/or terminate cooperation with the other Party; (ii) in any way interfere with the relationships between the other Party and any such employee or independent contractor of the other Party; (iii) employ or otherwise engage as an employee, independent contractor or otherwise any current or former employee or independent contractor of the other Party; or (iv) induce or attempt to induce any customer, supplier, licensee or other person or entity that has done business with the other Party within the Term to cease doing business with such Party or in any way interfere with the relationship between any such customer, supplier, licensee or other business entity and such Party. In addition, the Client shall not, during the above-mentioned term, employ or otherwise engage as an employee, independent contractor or otherwise any candidate presented for a position of an Assigned Staff. Violation of any of the foregoing provisions shall be considered a material breach hereunder. Notwithstanding the foregoing, the Client may express an interest in employing or otherwise engaging the Assigned Staff. In this case, the Parties shall agree in writing on a buyout fee and other terms and conditions.

  b. Breach of Non-Solicitation

  If either Party, directly or indirectly, employs or otherwise engages as an employee, independent contractor or otherwise any current or former employee or independent contractor of the other Party or the Client directly or indirectly, employs or otherwise engages as an employee, independent contractor or otherwise any presented candidate for a position of Assigned Staff, as specified above in detail, the Party in breach must pay another Party compensation in amount of 25 000 (twenty-five thousand) US dollars within one (1) month after the breach has occurred.

• Indemnification

  a.

  Each Party shall indemnify, defend, and hold harmless the other Party, its affiliates, and their respective employees, officers, directors, and agents from and against any and all liability, loss, damages, costs and expenses (including reasonable attorney fees) resulting from or in connection with the breach by such Party of any representation or warranty of any of its obligations under this Agreement

  b.

  “Indemnify” means to pay or reimburse all of (1) the reasonable cost of defense (including reasonable attorney’s, expert witness fees, and court costs) and (2) any debt that is imposed on the indemnified party in (A) a settlement of the claim approved by the indemnifying party; (B) a settlement of the claim not approved by the indemnifying party, but only to the extent that it was reasonable; or (C) a final judgment on the claim from which no appeal is reasonable.

• Representations and warranties

  a. Client’s Representations

  The Client represents and warrants that (i) it owns or has obtained all necessary rights, title, and interest in and to the material to be worked on by the Provider, including and without limitation all applicable copyrights, trademarks or service marks, or license, with respect to the software, written materials or designs, and any necessary patent rights or licenses with respect to technical materials, and (ii) its instructions and guidelines for the Services provision do not violate any laws or regulations, including but not limited to applicable data protection legislation.

  b. Provider’s Representations

  The Provider represents and warrants that (i) it will perform the Services in a competent and professional manner consistent with the highest industry standards; (ii) it will refrain from any unethical conduct, will maintain high standards of professionalism, and will comply with all laws, regulations, and ordinances applicable to the Provider’s performance of the Services and the Provider’s other obligations under this Agreement.

  с. Mutual Representations

  Each Party represents and warrants on an ongoing basis, that (i) it is duly organized, validly existing and in good standing under the laws of its jurisdiction and has the power and authority to enter into this Agreement and SOWs and to fully perform its obligations hereunder; (ii) it will comply with all applicable laws, rules, and regulations in its performance of this Agreement; (iii) this Agreement has been duly executed by the Party’s authorized representative and constitutes its valid, binding obligation; (iv) it is solvent, is not in receivership or dissolution, it has not made any assignment for the benefit of creditors or admitted in writing its inability to pay its debts as they mature, has not been adjudicated a bankrupt or filed a petition in voluntary bankruptcy or a petition or answer seeking reorganization or an arrangement with creditors under the applicable bankruptcy law or any other similar law of its jurisdiction and no such petition has been filed against the Party or any of its property or affiliates, if any; and none of the foregoing are pending or threatened; and (v) there are no actions, suits, judgment, claim, proceedings or investigations pending or, to the best of each Party’s knowledge, threatened against it at law or in equity or before or by any court, governmental agency, board or commission or any arbitrator which, if decided adversely, would materially and adversely affect its ability to perform its obligations under this Agreement.

  d. Sanctions

  Each Party represents and warrants on an ongoing basis, that (i) it or its directors, director nominees, officers, or employees, or any agent, affiliate or other person acting on behalf of the Party, is not currently the subject or the target of any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, the United Nations Security Council, the European Union, or other relevant sanctions authority (collectively, “Sanctions”); and (ii) neither Party is located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, and Syria. Since its inception, neither Party has not knowingly engaged in and is not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any sanctioned country. Each Party shall promptly inform the other Party if any of foregoing representations and warranties regarding the Sanctions are no longer true.

• Governing law & venue

  a.

  This Agreement shall be governed by the laws of the State of Delaware without reference to the principles of conflicts of law. Any litigation related to this Agreement will be brought in the courts located in the country (state) of the principal place of business of the defending Party. Nothing in this clause limits the right of plaintiff Party to bring proceedings, including third party proceedings, against defending Party in any other court of competent jurisdiction, and the bringing or continuing of proceedings in any one or more jurisdictions shall not preclude the bringing of proceedings in any other jurisdiction, whether concurrently or not, if and to the extent permitted by applicable law.

  b.

  Notwithstanding anything contained in this Agreement to the contrary, the Parties shall attempt in good faith to resolve any dispute, controversy or claim arising out of or in connection with this Agreement promptly by negotiations between senior executives of the Parties who have authority to settle the controversy (but who do not have direct responsibility for the administration of this Agreement). The disputing party shall give the other Party written notice of the dispute, controversy or claim. Any notice must contain a description of the dispute, controversy or claim and the nature and amount of loss (to the extent that the nature and amount of such losses are known at such time). The disputing Party will furnish promptly to the other Party copies of documents supporting such dispute, controversy or claim.

• Limitation of liability

  a.

  In no event will either Party be liable for any indirect, punitive, incidental, special, or consequential damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, arising under or relating to this Agreement or from the use of, or inability to use, the Services. Except for Non-Solicitation obligations under this Agreement, either Party’s liability pursuant to this Agreement shall not exceed in aggregate the amounts paid and/or to be paid by the Client to the Provider within the 12 months prior to the event which raises the liability.

  b.

  The Provider hereby expressly disclaims any liability for any claim, loss, or liability of any kind resulting from: (a) the Client’s failure to adequately supervise or control Assigned Staff or safeguard its premises, processes, or systems; or without the Provider’s express prior written approval, entrusting Assigned Staff with unattended premises, cash, checks, keys, credit cards, merchandise, confidential or trade secret information, negotiable instruments, equipment or other valuables; and (b) claims by Assigned Staff for benefits, compensation, damages, contributions, or penalties under any employee benefit plans sponsored and maintained by the Client, whether or not the plans exclude Assigned Staff from coverage; (c) promises of increased compensation or benefits made by the Client to Assigned Staff; and (d) claims by any person relating to the Client’s product or service; and (e) the Client assigning Assigned Staff to duties different from their original duties or the Client making substantial changes to Assigned Staff job duties or risks without the Provider prior written approval; (f) the conduct of the Client’s officers, employees, and agents; and (g) failure by the Client to provide the Assigned Staff with a safe work site or to provide information or training; (h) damage arising out of or resulting from acts or omissions of the Assigned Staff.

• Force majeure

  a.

  Except with regard to payment obligations, either Party shall be excused from delays in performing or from failing to perform its obligations under this Agreement to the extent the delays or failures result from causes beyond the reasonable control of the party, including, but not limited to: default of subcontractors or suppliers; failures or default of third party software, vendors, or products; acts of God or of the public enemy; governmental actions; strikes; combat actions; martial law; communications, network/internet connection, or utility interruption or failure; fire; flood; epidemic; pandemic; and freight embargoes (the “Force Majeure Event”). Within 24 hours of the occurrence of a Force Majeure Event, the affected Party shall notify the other Party of the occurrence by sending an e-mail message specifying the exact nature of the event, its scale, description of the Force Majeure Event’s impact on the Party’s operation hereunder and any actions being taken to avoid or minimize its effect after such occurrence.

  b.

  Further, the affected Party shall provide the other Party with official confirmation of the Force Majeure Event within ten (10) days of the event and take reasonable efforts to remove the condition constituting such Force Majeure Event and minimize its impact on the other Party.

• Severability

  a.

  If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the terms and provisions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the Parties hereto shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term or provision.

• Assignment

  a.

  Neither Party may assign this Agreement nor any of its rights or obligations hereunder without the prior written consent of the other Party. Any purported assignment of rights or obligations in violations of this clause is void

• No agency or joint venture

  a.

  The Parties agree and acknowledge that the relationship between them is that of principal and independent contractor and not a partnership, joint venture, agency or an employer and employee relationship. Neither Party shall have the right to obligate the other in any way whatsoever.

• Use of logo

  a.

  The Provider may identify the Client as a recipient of the Services and use the Client’s logo in presentations, marketing and promo materials and press releases. Notwithstanding stated in this Agreement, the Provider may offer its affiliate program to the Client and its representatives.

• Notices

  a.

  The Provider may identify the Client as a recipient of the Services and use the Client’s logo in presentations, marketing and promo materials and press releases. Notwithstanding stated in this Agreement, the Provider may offer its affiliate program to the Client and its representatives.

• Changes to these terms and conditions

  a.

  The Provider reserves the right, at any time, to modify, update or amend these Terms and Conditions without prior notice and such modifications, additions or deletions will be effective immediately upon posting. The Provider may also attempt to notify the Client in some other way. The Client’s use of the Services after such posting shall be deemed to constitute acceptance by the Client of such modifications, additions or deletions.