TERMS AND CONDITIONS
HELP CENTER AND CERTAIN OTHER SERVICES

Services

Configure One will provide qualified personnel to provide the services described herein on a mutually agreed upon schedule.

Pricing

The rate set forth in Configure One’s original proposal shall apply, and if no such rate is provided, then Configure One’s current standard regional daily rates based on an 8-hour day, plus expenses and taxes, shall apply.

Payment

Unless otherwise provided in Configure One’s original proposal, Configure One will invoice fees, actual expenses and taxes, if any, monthly and at project completion. Payment is due net 30 days from date of invoice. Amounts invoiced but not paid by customer within thirty (30) days of the due date shall bear interest at the rate of 1.5% per month, 18% per annum (or the legal maximum), from the date payment was due until the date payment is made, without prejudice to any other rights, remedies or recourses which Configure One may have under this agreement, at law or in equity. Customer affirms that receipt of services provided hereunder creates a binding commitment on customer to pay for the services you have requested, subject to the pricing and payment terms contained herein.

No Acceptance

Customer acknowledges and agrees that there are no deliverables and acceptance, formal or otherwise, is not a prerequisite to payment hereunder. In any event, acceptance will be deemed received upon completion of the services and customer agrees to provide written or electronic (emailed) acknowledgment of receipt of services. Payment by customer to Configure One shall not be withheld based on any acceptance conditions.

Facilities

For any mutually agreed on-site services customer shall provide work space and related facilities, as necessary, and access to all necessary customer personnel and information required for Configure One to perform work under this agreement. Customer acknowledges that such access and facilities is essential to the provision of the work hereunder.

Confidentiality

Through their relationship, the parties may have access to certain proprietary information and materials of the other, including business plans, customers, technology, trade secrets, and products that are confidential and of substantial value which value would be impaired if such information were disclosed to a third party (“Confidential Information”). The parties agree that, neither shall disclose any such Confidential Information of the other party to any third party and shall take every reasonable precaution to protect the Confidential Information.

Limitation of Liability

The maximum cumulative and aggregate liability of Configure One for all claims arising under or related in any way to the services is limited to customer’s direct damages and shall not exceed the total fees paid by the customer to Configure One under this agreement. Further, in no event shall either party be liable for special, indirect, incidental, consequential, punitive, or exemplary damages or for loss of profits, revenues, contracts, customers, loss of data, business interruption, or failure to realize expected cost savings even if advised of the possibility of same or same were reasonably foreseeable. customer acknowledges that the fees fairly reflect this allocation of risk.

Limited Warranty

CONFIGURE ONE WARRANTS THAT THE CONFIGURE ONE PERSONNEL WILL BE COMPETENT AND QUALIFIED TO PERFORM THE SERVICES ASSIGNED BY CUSTOMER AS AGREED AND SET FORTH IN THIS AGREEMENT. IN THE EVENT OF A BREACH OF THIS WARRANTY, CUSTOMER’S EXCLUSIVE REMEDY AND CONFIGURE ONE’S SOLE LIABILITY SHALL BE LIMITED TO CONFIGURE ONE’S OBLIGATION TO USE ITS REASONABLE EFFORTS TO REPLACE THE RELEVANT PERSONNEL. THIS IS A SERVICE AGREEMENT. ANY WORK PRODUCT OF ANY KIND, IN ANY FORM OR FORMAT, THAT MAY BE PROVIDED IN CONNECTION WITH THE SERVICES IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Ownership

Configure One shall own all systems, software, documentation, tools, utilities, methodologies, specifications, techniques, trade secrets, know how, and other materials, owned or in the possession of Configure One prior to the effective date of this agreement or developed by Configure One hereunder and/or used in connection with the services, together with all intellectual property rights therein, whether or not they are specifically adapted by Configure One for use in the services. Configure One grants to customer a perpetual, worldwide, non-exclusive, non-transferable, royalty-free license to use the services and the products, concepts, materials, techniques, methods, and know-how included in or with the services for its internal business purposes. This license shall not apply to customer’s use of any Configure One software which may be provided to customer prior to, concurrent with or following the provision of the services. Customer’s use of such software shall be governed exclusively by the license agreement(s) accompanying such software.

Independent Contractors

The relationship of the parties is that of independent contractors. Under no circumstances shall any employee of one party be deemed to be an employee of the other for any purpose. Neither party shall have the right to assume or create any obligation or responsibility on behalf of the other.

Entire Agreement

This agreement together with the terms of any accepted proposal related to services contains the entire agreement between the parties with respect to the subject matter hereof. No other terms or conditions shall have any effect unless contained in a writing signed by authorized representatives of both parties.

Governing Law

For services performed in the Americas, this agreement shall be governed by and construed under the laws of the State of California, without reference to choice of law principles. In the event of any litigation between the parties, such litigation shall be commenced and maintained exclusively in the United States District Court for the Northern District of California in San Francisco or the courts of Marin County, California. The parties expressly submit themselves to the exclusive jurisdiction of such courts. For services performed in Europe, the Middle East and Africa this agreement shall be construed, governed and interpreted in accordance with the laws of England and the parties submit to the jurisdiction of the English Courts for the resolution of any disputes arising out of this agreement. The parties expressly submit themselves to the exclusive jurisdiction of such courts. For services performed in the Asia, Oceania or the Asia-Pacific, including but not limited to Australia and New Zealand, this agreement will be governed by and construed in accordance with the laws of Singapore and any claim or dispute hereunder will be brought exclusively in (and the parties will be subject to the exclusive jurisdiction of) the courts of Singapore.