Terms and Conditions
Last updated: 7/9/24
Welcome to Denovo Studios! By using our services, you agree to comply with and be bound by the following terms and conditions. Please review these terms carefully. If you do not agree to these terms, you should not use our services.
Acceptance of Terms
By accessing or using Denovo Studios' services, you agree to be bound by these Terms of Service (TOS). Denovo Studios reserves the right to update or change these TOS at any time without prior notice. Your continued use of the services after any such modifications constitutes your acceptance of the new TOS.
Services Provided
Denovo Studios specializes in developing custom software solutions, including but not limited to mobile applications, web applications, chatbots, custom APIs, and backend code. We serve a variety of industries such as supply chain, logistics, transportation, manufacturing, healthcare, sports, fitness and wellness, fintech, education, manufacturing, and games.
User Responsibilities
As a user of our services, you agree to:
Provide accurate and complete information when requested.
Comply with all applicable laws and regulations.
Not use the services for any unlawful or unauthorized purposes.
Respect the intellectual property rights of others.
Project Terms
Each project undertaken by Denovo Studios is subject to a separate agreement that outlines the specific terms, deliverables, timelines, and payment schedules. Any changes to the project scope may result in additional charges and changes to the project timeline.
Term and Termination
This Agreement takes effect immediately and remains in full force and effect until the Company has completed the Services (Term) unless earlier terminated under this Section.
Either Party may terminate this Agreement for cause by providing the other Party written notice if the other Party:
(i) is in material breach of this Agreement and has failed to cure such breach within five (5) days after its receipt of written notice of such breach provided by the non-breaching Party;
(ii) engages in any unlawful business practice related to that Party's performance under the Agreement; or
(iii) files a petition for bankruptcy, becomes insolvent, acknowledges its insolvency in any manner, ceases to do business, makes an assignment for the benefit of its creditors, or has a receiver, trustee, or similar party appointed for its property.
Services Rendered and Mutual Understanding
During the Term, Company will deliver new source code continuously on an ongoing basis after each payment. The source code will be uploaded to a git repository agreed upon by Company and Client. The client will provide Company with all the existing source code of their software systems, as well as access to servers, functional specifications, and any other technical information related to existing systems and software, if applicable. This also includes the provision of all the requirements for software development. Any delays with providing such information will cause delays in delivery dates.
The client acknowledges that the Company offers two distinct, non-overlapping development services:
-
Milestone basis development if the Client agrees to fixed scope of work without allowance of change requests until the aforementioned scope of work is completed;
-
Hourly basis development if the Client requires agile development rather than fixed scope of work to allow for ongoing change requests.
Once Company has submitted new source code to the Client, Client shall have seven days to refute, in writing, that the source code does not conform to the scope of work. If Client does not make a written statement within seven days, Client acknowledges that they wholly accept Company’s work product.
Price and Payment Terms
Invoices will be submitted every two weeks from Company to Client. If Client is on a Milestone basis and hours logged exceed milestone estimates, the client acknowledges that additional invoicing will be issued, as long as the total amount remains at or below the “Not To Exceed” amount. If the Client is on an hourly basis, invoices will always reflect hours logged to date. The client shall pay the Company’s invoices sent via email to the Client’s representative within five days. If Client does not pay Company within five days, the amount due shall entail a late fee at the rate of 10% per annum or the lesser rate permitted by applicable law, which shall accrue daily from the date the payment is first late until the date Client pays in full all of Company’s invoices.
Ownership
Client agrees that Company owns, and shall continue to own, all right, title, and interest in and to the Work Product, including all copyrights and renewals and extensions of the copyright therein from the time the Company has commenced working on the Work Product until thirty days after Client pays Company in full for the complete Work Product, or the completion of all the Milestones and additional tasks, if any, agreed upon by the Parties in writing.
Representations and Warranties
Both Parties represent that they are fully authorized and empowered to enter into this Agreement and that the performance of the obligations under this Agreement will not violate or infringe upon the rights of any third-party or violate any agreement between the Parties and any other person, firm, or organization or any law or governmental regulation.
Limitation of Liability
Except with respect to the parties’ indemnification obligations, neither party shall be liable to the other for any special, indirect, incidental, punitive, or consequential damages arising from or related to this agreement, including bodily injury, death, loss of revenue, or profits or other benefits, and claims by any third party, even if the parties have been advised of the possibility of such damages. The foregoing limitation applies to all causes of action in the aggregate, including without limitation to breach of contract, breach of warranty, negligence, strict liability, and other torts.
Confidentiality
Each party (on its behalf and on behalf of its subcontractors, employees or representatives, or agents of any kind) agrees to hold and treat all confidential information of the other Party, including, but not limited to, trade secrets, sales figures, employee and customer information, and any other information that the receiving party reasonably should know is confidential (“Confidential Information”) as confidential and protect the Confidential Information with the same degree of care as each Party uses to protect its own Confidential Information of like nature.
Confidential Information does not include any information that (i) at the time of the disclosure or thereafter is lawfully obtained from publicly available sources generally known by the public (other than as a result of a disclosure by the receiving Party or its representatives); (ii) is available to the receiving Party on a non-confidential basis from a source that is not and was not bound by a confidentiality agreement with respect to the Confidential Information; or (iii) has been independently acquired or developed by the receiving Party without violating its obligations under this Agreement or under any federal or state law.
Non-Solicitation
During the term of this assignment, and for a period of one (1) year immediately thereafter, Client agrees not to solicit any client, employee, or independent contractor of the Company associated with any Company assignment on Client’s behalf or of any other business enterprise, nor shall Client induce any employee or independent contractor associated with the Company to terminate or breach an employment, contractual, or other relationship with the Company.
During the term of this assignment, and for a period of one (1) year immediately thereafter, Company agrees not to solicit any client, employee, or independent contractor of the Client associated with any Client assignment on Company’s behalf or of any other business enterprise, nor shall Company induce any employee or independent contractor associated with the Client to terminate or breach an employment, contractual, or other relationship with the Client.
Disclaimer of Warranty
The warranties contained herein are the only warranties made by the parties hereunder. Each party makes no other warranty, whether express or implied, and expressly excludes and disclaims all other warranties and representations of any kind, including any warranties of merchantability, fitness for a particular purpose, title, and non-infringement. The Company does not provide any warranty that operation of any services hereunder will be uninterrupted or error-free.
Dispute Resolution
In the event a dispute arises out of or in connection with this Agreement, the Parties will attempt to resolve the dispute through negotiation. If the dispute is not resolved within 30 days, then all outstanding issues may be submitted to mediation. The parties will choose a mediator together. If they fail to do so within 15 days, then either party may submit a mediation demand to JAMS Detroit for mediation under the JAMS rules. If mediation is not successful in resolving the entire dispute, any outstanding issues will be submitted to final and binding arbitration with JAMS under the JAMS rules. The arbitrator's award will be final, and judgment may be entered upon it by any court having jurisdiction within Wayne County, Michigan.
Miscellaneous Provisions
This Agreement, and any accompanying appendices, duplicates, or copies, constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior negotiations, agreements, representations, and understandings of any kind, whether written or oral, between the Parties, preceding the date of this Agreement.
This Agreement may be amended only by a written agreement duly executed by an authorized representative of each party (email is acceptable).
If any provision or provisions of this Agreement shall be held unenforceable for any reason, then such provision shall be modified to reflect the parties’ intention. All remaining provisions of this Agreement shall remain in full force and effect for the duration of this Agreement.
This Agreement shall not be assigned by either party without the express consent of the other party.
A failure or delay in exercising any right, power, or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power, or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power, or privilege or the exercise of any other right, power, or privilege.
This Agreement is governed by and construed in accordance with the laws of the State of Michigan without reference to any principles of conflicts of laws, which might cause the application of the laws of another state. Any action instituted by either party arising out of this Agreement will only be brought, tried, and resolved in the applicable federal or state courts having jurisdiction in the State of Michigan. EACH PARTY HEREBY CONSENTS TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF THE COURTS, STATE AND FEDERAL, HAVING JURISDICTION IN THE STATE OF MICHIGAN.