Terms and Conditions

SUPPORT ARRANGEMENTS – STANDARD TERMS AND CONDITIONS

Please Read These Terms and Conditions Carefully.
These terms and conditions are being incorporated into an arrangement between HARA PARTNERS INC, a Texas corporation (“Company”), and Client, and will, except as otherwise agreed in writing by the parties, bind the parties and govern their arrangement. Client’s acceptance of terms which incorporate these provisions by reference constitutes acceptance of these terms and conditions.

1. Term and Termination

a. Term of Stancons. These terms and conditions (the “Stancons”) will be effective at all times during the term (the “Term”) from and including the date set forth in the emails or other correspondence establishing the support arrangement (together with the Stancons, the “Agreement”) between Company and Client, for services ordered by Client (the “Services”) other than web hosting and other licensed software services, until such date as of which either party terminates the Agreement (the “Termination Date”), provided, that certain provisions of these Stancons will survive for longer periods of time, as these Stancons may specifically provide.
b. Termination. Except as the Agreement may otherwise provide, the Term of the Agreement may be terminated by either party upon written notice to the other, at any time. Termination of the Agreement will take effect at the close of business on the date 10 business days after the giving of written notice (the “Termination Date”). The Agreement may be terminated by Company immediately, if Client fails to pay any fees hereunder; or if Client fails to cooperate with Company or otherwise hinders or obstructs Company in its efforts to perform the Services. Termination by Client after work has commenced shall not relieve Client of its obligation to pay for all Services performed and any approved milestones or deliverables completed up to the Termination Date.

2. Company’s and Client’s Responsibilities

a. Scope of Work.
Client hereby retains the services of Company to provide information technology consulting and related professional services (the “Services”), as described in the applicable Statement of Work (“SOW”) or other written agreement between the parties. Such Services may include, without limitation, system design, configuration, migration, implementation, scripting, testing, documentation, technical support, and related advisory services. Company shall use commercially reasonable efforts to perform the Services in a timely and professional manner consistent with industry standards. Company may, at its discretion, accept or decline any specific request for Services.

b. Client’s Responsibilities.
Client shall provide Company with timely access to all personnel, systems, data, credentials, documentation, test devices, facilities, and other resources reasonably necessary for Company to perform the Services. Client shall ensure that such access is secure, accurate, and sufficient for the intended purpose. Client shall perform any tasks or responsibilities assigned to it under the Agreement and shall cooperate fully with Company to enable completion of the Services.

If Company’s performance of the Services is delayed, hindered, or rendered impractical, in whole or in part, by Client’s failure to meet these obligations or to provide such access, cooperation, or materials, then:

1. all associated timelines, milestones, and deadlines shall be automatically extended as reasonably necessary; and

2. Company shall not be deemed in breach of the Agreement as a result of such delay or failure.

Client shall be responsible, at its own expense, for implementing any system or infrastructure changes that may be required to support or maintain the results of the Services. Unless otherwise agreed in writing, Client remains responsible for maintaining system backups, network connectivity, and security controls. Client warrants that any data, information, or credentials provided to Company are accurate and complete to the best of its knowledge.

3. Services

Company will perform the Services using commercially reasonable care, skill, and diligence consistent with generally accepted industry practices for information technology consulting. The Services may include, without limitation, assessment, planning, configuration, deployment, data migration, scripting, systems administration, user management, or ongoing support.

Deliverables may include documentation, scripts, configuration files, test results, or other materials developed during the engagement. Upon final payment, Client shall receive a perpetual, royalty-free, non-exclusive license to use such Deliverables for its internal business purposes. Company retains ownership of its pre-existing tools, templates, processes, and proprietary methodologies, but grants Client the right to use any Deliverables created specifically for Client as part of the Services. Deliverables do not include Company’s proprietary tools, templates, or third-party software, except as expressly licensed to Client for its internal use.

Company shall have the right to include Client’s name and general description of the project in its client portfolio, proposals, or marketing materials, provided no confidential information is disclosed.

4. 3rd Party Providers

In order to complete certain tasks set forth in this Agreement, Company may be required to interface, integrate with, utilize, communicate with, or connect to interfaces, APIs, hardware, software, or third-party platforms (the ‘Third-Party Systems’) provided by 3rd Party Providers. In the event that during the Term, Company successfully completes such task, but the 3rd Party Provider thereafter makes changes to the Third-Party Systems such that the task no longer operates properly, Company may make updates or changes in order to accommodate the Third-Party Systems. In such case, Company shall advise Client that additional fees may apply. If any factor, occurrence, event or change arises that effects the operation of tasks completed with 3rd Party Providers, Company and Client may discuss whether and how such conditions should be addressed and what, if any, fees Company may charge for such services.

5. System Environment Variations

Due to differences among operating systems, devices, and network environments, performance and functionality may vary. Company will use reasonable efforts to ensure compatibility with the Client’s stated environment but cannot guarantee identical results across all configurations.

6. Fees and Payment

Fees and payment terms will be as defined in the applicable Statement of Work or Proposal. Unless otherwise agreed, all invoices are due net fifteen (15) days from the invoice date. Services performed outside standard business hours or requiring expedited delivery may be billed at an adjusted rate.

In the event Client fails to pay any undisputed amounts within fifteen (15) days after written notice, Company may suspend Services until payment is received.

7. Indemnification

a. Company Indemnity. In performing services under the Stancons, Company shall not design, develop, or provide to Client any items that infringe any patents, copyrights, trademarks or other intellectual property rights (including but not limited to trade secrets), privacy, or other rights of any person or entity. If Company becomes aware of any such possible infringement in the course of performing any work hereunder, Company shall immediately so notify Client in writing. Company shall indemnify, defend, and hold Client harmless from, against and with respect to any such alleged or actual infringement, and for any liability, debt, or other obligation arising out of or as a result of or relating to the Agreement, the performance of the Agreement, or any Work Product, other than Client’s responsibilities and Client Content, provided, that Client will cooperate fully with Company in connection with investigating, responding to, defending, and avoiding liability for any claim, including but not limited to permitting Company to modify Client’s Deliverables (as deployed or intended to be deployed at the domain name specified in the Order, or such other domain name(s) as Client determine, the “Deliverables”) or Work Product to conform to applicable law or any accommodation reached with a claimant, and Company will have no liability to Client if a necessary accommodation to a claimant requires aesthetic modification of systems, the Deliverables, or other Work Product. This indemnification includes without limitation reasonable attorney’s fees and expenses, except that Company may, at its election, defend against the allegations using counsel reasonably acceptable to Client, and in order to qualify for such defense and payment, Client must: give Company prompt written notice of a claim, and allow Company to control, and fully cooperate with Company in such defense and related negotiations. Company’s total liability for each Service under the Agreement will not exceed the amount of the Fees paid under the applicable Statement of Work actually paid by Client to Company for the specific Service provided under the Agreement.
b. Client Indemnity. Client shall indemnify and hold harmless Company ((and its subsidiaries, affiliates, directors, officers, agents, employees and contractors) of, from and with respect to any and all loss, cost, claim, damage, liability and expense (including, but not limited to, reasonable attorney’s fees and all related costs and expenses) incurred by Company as a result of any claim, judgment, or adjudication against Company related to or arising from any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by Client to Company (the “Client Content”), or a claim that Company’s use of the Client Content infringes the intellectual property rights of a third party. To qualify for such defense and payment, Company must: give Client prompt written notice of a claim; and allow Client to control, and fully cooperate with Client in, the defense and all related negotiations.

8. Representations and Warranties

a. Company makes the following representations and warranties to Client:
i. No Conflict. Company is under no obligation or restriction that would in any way interfere or conflict with the work to be performed by Company under this Agreement. Company may currently be working on one or more similar projects for other clients. Provided that those projects do not interfere or conflict with Company’s obligations under the Agreement, those projects will not constitute a violation of this provision of the Stancons.
ii. Disclaimer of Warranties. Company does not warrant a. that the functions contained in its systems or the solutions or other Work Product will meet Client’s requirements, or b. that the operation of the systems or solutions or other Work Product will be uninterrupted or error-free, or c. that the Services respecting development, coding, bug fixes, design, design implementation, creative direction, technical support, technical consulting, database modification, web or design business best practices consulting, or assessment of Client’s systems, software and/or hardware will satisfy Client’s requirements in all respects. The entire risk as to the quality and performance of the systems and solutions and Work Product is with Client. Except as otherwise specified in these Stancons, Company provides its services “as is” and without warranty of any kind. The limited warranties set forth in this Section are the sole and exclusive warranties provided by each party, and each party disclaims all other warranties, express or implied, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose, relating to the Agreement, performance or inability to perform under the Agreement, the content, and each party’s computing and distribution system. If any provision of the Agreement is unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from the Agreement and will not affect the validity and enforceability of any remaining provisions.
iii. Limitation of Liability. In no event will either party be liable to the other for any indirect, special, exemplary or consequential damages, including but not limited to any implied warranty of merchantability or fitness for a particular purpose or implied warranties arising from course of dealing or course of performance, lost profits, whether or not foreseeable or alleged to be based on breach of warranty, contract, negligence or strict liability, arising under the Agreement, loss of data, or any performance under the Agreement, even if such party has been advised of the possibility of such damages and notwithstanding the failure of essential purpose of any limited remedy provided herein. The maximum remedy available to either party is any amount paid by Client to Company hereunder. Company makes no warranty of any kind, whether express or implied, with regard to any third party products, third party content or any software, equipment, or hardware obtained from third parties.
b. Client makes the following representations and warranties to Company:
i. Client represents to Company and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Company for inclusion in the solutions or otherwise in connection with the Services are owned by Client, or that Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Company and its subcontractors from any claim or suit arising from the use of such elements furnished by Client.
ii. From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. Client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Company and its subcontractors from any claim, suit, penalty, tax, or tariff arising from Client’s exercise of Internet electronic commerce.
iii. Confidentiality. Each of the parties shall hold the other party’s proprietary and confidential Information in strict confidence. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer-retained information, notes, or financial information, code, programmer’s notes, and computer software. Proprietary or Confidential Information does not include any information which: is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; was previously known to the receiving party or rightly received by the receiving party from a third party; is independently developed by the receiving party; or is subject to disclosure under court order or other lawful process, but only to the extent of such order or process. The parties shall not make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in these Stancons, or otherwise required by law. Each party’s proprietary or confidential information will remain the sole and exclusive property of that party. In the event of use or disclosure by the other party other than as specifically provided for in these Stancons, the non-disclosing party may be entitled, in addition to damages, to equitable relief. Termination or expiration of the Term of the Agreement notwithstanding, Company and Client shall hold any and all Proprietary or Confidential Information confidential hereunder for a period of three (3) years from the later of the date of termination or expiration of the Agreement, and the date on which Client ceases to make the solutions, or any part of it, available on the Internet or in a public location. 

9. Force Majeure

Neither party will be liable for, or will be considered to be in breach of or default under the Agreement on account of, any delay or failure to perform as required by the Agreement (except with respect to the obligation to pay money, which shall not be affected by this Section 9), as a result of, war, insurrection, earthquake or other natural disaster, labor strike, any similar causes or conditions that are beyond such Party’s reasonable control, and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected party will give prompt written notice to the other party, and will use commercially reasonable efforts to minimize the adverse consequences of the event to the other party.

10. Relationship of Parties

a. Independent Contractor. Company, in rendering performance under the Agreement, will be and be deemed for all purposes an independent contractor, and nothing contained herein will constitute the Agreement to be an employment arrangement, a joint venture, or a partnership. Company will be solely responsible for and shall hold Client harmless from, against and in respect of any and all claims for taxes, fees, or costs, including but not limited to withholding tax, income tax, FICA, and workers’ compensation premiums and contributions.
b. No Agency. Neither party hereto is or will be deemed to be the agent of the other party in any respect, any other provisions of the Agreement to the contrary notwithstanding.

11. Notice and Payment

a. Any notice required or permitted to be given under this Agreement will be in writing and may be delivered personally or by a recognized courier service to the designated party or mailed by certified, registered or express mail, return receipt requested, as follows:
If to Company: To the address listed on Company’s then current website.
If to Client: To the most recent contact information maintained by Company in its records.
b. Either party may change the address to which notice is to be sent to it, by written notice to the other party as provided herein.

12. Jurisdiction and Disputes

This Agreement will be governed by and construed and enforced in accordance with the laws of the State of Texas, without reference to principles of conflicts of law. All disputes under the Agreement will be resolved by litigation in the state or federal courts located in Harris County, Texas. Each of the parties consents to the jurisdiction of such courts, consents to accept service of process by mail, and hereby waives any jurisdictional or venue defenses otherwise available to it.

13. Agreement Binding on Successors

The provisions of the Agreement will be binding upon and inure to the benefit of each of the parties hereto, and their respective heirs, administrators, successors and assigns.

14. Assignability

Client may not assign the Agreement or its rights or obligations hereunder to any third party without the prior written consent of Company. Company reserves the right to assign subcontractors as needed to this project, to increase the likelihood of on-time completion.

15. Waiver

No waiver by either party of any default shall be deemed a waiver of any prior, contemporaneous or subsequent default of the same or any other provision of the Agreement.

16. Severability

If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision, and such invalid term, clause or provision shall be deemed to be severed from the Agreement.

17. Integration

The Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof, revokes and supersedes any and all prior agreements between the parties, and is intended as a final expression of their agreement. The Agreement will not be modified or amended except in writing signed by the parties hereto, and specifically referring to the Agreement. In the event of any conflict between these Stancons and any Statement of Work, the terms of the Statement of Work shall govern.

18. No Inference Against Author

No provision of the Agreement will be interpreted against any party because such party or its legal representative drafted such provision.

19. Collection Costs

In the event that Company expends any effort or expense in an attempt to enforce or collect payment of any fees or other amounts due Company hereunder, Client will bear and pay all reasonable costs and fees incurred by Company in connection with the investigation and collection thereof, including but not limited to reasonable fees and expenses of counsel.

20. Interest on Overdue Amounts

Any amounts which become due to Company under this Agreement and which remain unpaid for fifteen (15) days after the date upon which they become due will bear interest at the rate of 1.5% per month (18% annually), compounded monthly, or, if lower, the highest rate permitted by applicable law.

21. No Consent to Extend Additional Credit

This provision does not constitute a consent or agreement on the part of Company to extend or postpone the time of any payment beyond the scheduled date for payment hereunder.

22. Read and Understood

Each Party acknowledges that it has read and understands the Agreement, including but not limited to the Stancons, and will be bound by its terms and subject to its conditions.

23. Duly Authorized Representative

Each party represents and warrants to each other party that its representative who purports to act as the representative, agent or officer of such party, is duly authorized by all necessary and appropriate corporate actions to execute the Agreement.