Ruby on Rails Application Maintenance Terms

This is an App Maintenance and Optimization Retainer Agreement between Velocity Labs, LLC. (“we,” “us,” “our”) and any individual, entity, or organization that procures our "Maintenance" services (“you” or “your”). If you have any questions about this agreement, you can email admin@velocitylabs.io.

Acceptance of Terms: Any work that we do for you is governed by the terms and conditions that you’re reading now. If you don’t agree to these terms, we can’t provide you with any services. This agreement is a binding contract between you and Velocity Labs, LLC.

Terms May Change: You should know that, periodically, we may change the terms and conditions in this document, including the amount of our fees. If we do change them, the new terms and/or pricing will become effective for you on the next date on which your services with Velocity Labs Maintenance are scheduled to renew. We’ll always give you at least thirty days to review these changes before new pricing and terms take effect.

Payment: We charge the agreed-upon monthly rate in advance, on the monthly anniversary of this agreement with you. We’ll need a valid credit card from you, which we’ll keep on file with our merchant service provider to bill your account automatically. We use industry-standard third-party vendors to manage our payment system and your information. You agree to keep your billing information current and agree that you’re solely responsible for failing to do so.

Taxes: You’re responsible for payment of all applicable sales and use taxes.

Confidentiality:

(a) Confidential Information: “Confidential Information” refers to: (i) any document you mark “confidential”; (ii) any information you orally designate as “confidential”; and (iii) any of your software (including both source code and object code), code design, database design, user interface design, other technical specification, patent application, product development plan, business strategy, or customer list. Notwithstanding the foregoing, Confidential Information does not include information that: (A) is in my possession at the time of original disclosure by you; (B) is independently developed by us without use of or reference to information provided by you; (C) becomes known publicly, before or after disclosure, other than as a result of my improper action or inaction; or (D) is approved in writing for release by you.
(b) Nondisclosure: We will not use Confidential Information for any purpose other than to facilitate the services. Except as specifically authorized in writing in advance by you, we will not disclose Confidential Information to any other third party, and will prevent any such disclosure of Confidential Information in Contractor’s possession or control. However, we may disclose Confidential Information as required by applicable law or by proper legal or governmental authority; provided we give you advanced notice reasonably sufficient to allow you to seek a protective order or otherwise to contest such required disclosure, and reasonably cooperates in such effort. We will promptly notify you in writing of any misuse or misappropriation of Confidential Information that comes to my attention and will cooperate with you in investigating any such misappropriation and in mitigating any damages caused.
(c) Return: Upon termination of this Agreement or upon you written request, we will return all Confidential Information to you and certify, in writing, the destruction of any copies thereof.

Refund: You’re welcome to a full refund of your previous month's payment to us if you’re unsatisfied with our service. To take advantage of this refund, you need to terminate our services and ask us in writing (an email to admin@velocitylabs.io will do fine) for a refund within thirty days of previous month's payment. No refund is available after that time period.

Termination: Either party may terminate this Agreement upon giving the other party 14 days’ prior written notice of such termination. You may also terminate this agreement without prior notice if we refuse to, or are unable to, perform the Services or we are in breach of any material provision of this Agreement.

Services:

(a) User Observation: As part of our services, in some plans, we’ll be adding code that will observe where and how your customers are interaction with your app. Based on these qualitative observations we will recommend changes to your app. You acknowledge these changes might have a negative impact on how users interact with your app, including impacts on sales, leads, conversions,ratings, etc. You further acknowledge that you will add the required legal disclaimers to your app's terms of service if you choose to include user observation in your app. You agree that Velocity Labs, LLC isn’t and won’t be liable for any losses or liabilities arising from user observation done on your app. In all cases, we will seek approval for any such small changes from you, to provide you with the opportunity to assess the potential impact or risk that the changes may have on your app, before making such changes.
(b) Integrated Testing and Crash Prevention: As part of our services, in some plans, we’ll be providing you with a automated testing for your app to prevent the same bugs from reocurring. Depending on your plan, we will go in do our best to fix your code to prevent the bugs we observe during testing, and deploy a new app version that attempts to fix such bugs. You agree and understand that our fixes may have a negative impact on your app, e.g. it could cause further bugs or other unintended consequences that in turn may negatively impact sales, leads, conversions, ratings, etc, of your app. You agree that Velocity Labs, LLC isn’t and won’t be liable for any losses or liabilities arising from code changes done to your app. In all cases, we will seek approval for any such small changes from you, to provide you with the opportunity to assess the potential impact or risk that the changes may have on your app, before making such changes.
(c) Crash Detection & Mitigation: As part of our services, in some plans, we’ll be adding an SDK/library to your app that detects and reports on crashes your app is experiencing. Depending on your plan, we will then go in do our best to fix your code, and publish a new app version that attempts to fix this crash. You agree and understand that our fixes may have a negative impact on your app, e.g. it could cause further crashes or other unintended consequences that in turn may negatively impact sales, leads, conversions, ratings, etc, of your app. You agree that Velocity Labs, LLC isn’t and won’t be liable for any losses or liabilities arising from code changes done to your app. In all cases, we will seek approval for any such small changes from you, to provide you with the opportunity to assess the potential impact or risk that the changes may have on your app, before making such changes.
(d) Code Access & Changes: As part of our services we need access to the existing source code of your app and the hosting environment it runs on. Depending on your plan, we need to add a number of libraries and SDKs, as well as (for services such as crash mitigation) make potentially substantial changes to your code. You agree to give us this access (ideally via a github repository). You agree to provide us with any information that we need to accomplish our services. We will not share or otherwise disclose your code to anyone outside of the company at any time. You further agree that changes that we make to your app's source code could have a negative impact on your app, e.g. it could cause further crashes or other unintended consequences that in turn may negatively impact sales, leads, conversions, ratings, etc, of your app. You agree that Velocity Labs, LLC isn’t and won’t be liable for any losses or liabilities arising from code changes done to your app.

Ownership: Any changes to your app that we make for you are owned by you forever. Such changes will take the form of Ruby code. Except to the extent that we use code that we’ve developed for use with other clients, we assign all right, title, and interest, in such changes to you. To the extent that any of the code we’ve previously developed is incorporated into the changes we make on your app, we grant you a non-exclusive license to use that code as we’ve incorporated it into your app (but we grant no other rights). Note that nothing in this paragraph grants you any rights to our own website, apps or the content on such.

Representations and Warranties: We represent and warrant that, to the best of our knowledge, our services will not infringe on the intellectual property rights of any third party. You represent and warrant that any materials you provide us will similarly not infringe on any third party’s intellectual property rights. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, WE, VELOCITY LABS, LLC, MAKE NO WARRANTIES WHATSOEVER. WE EXPLICITLY DISCLAIM ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS APPLICABLE TO THE PROJECT. EXCEPT AS MAY BE EXPRESSLY PROVIDED, OUR SERVICES AND ANY MATERIALS DELIVERED TO YOU ARE PROVIDED “AS IS.”

Limitation on Liability: OUR LIABILITY UNDER THIS AGREEMENT WITH RESPECT TO THE SERVICES THAT WE PROVIDE, ANY CODE THAT WE INSTALL ON YOUR SITE, ANY REPORTS THAT WE PROVIDE, OR ANY OTHER MATERIALS PROVIDED AS PART OF OUR SERVICES, IS LIMITED TO CORRECTION OF THE SERVICES OR MATERIALS. IF CORRECTION IS NOT POSSIBLE OR IMPRACTICAL, THEN OUR LIABILITY IS LIMITED TO A REFUND OF ANY FEES PAID TO VELOCITY LABS, LLC BY YOU UNDER THIS AGREEMENT. THIS LIABILITY LIMIT APPLIES TO ANY LEGAL THEORY OF DAMAGES, INCLUDING NEGLIGENCE, CONTRACT, WARRANTY, OR OTHERWISE AS MAY BE APPLICABLE. WE WON’T BE LIABLE FOR ANY LOST PROFITS, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, EVEN IF WE’VE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Indemnification: You agree to indemnify, defend, and hold Velocity Labs, LLC, its owners, directors, officers, employees, contractors, agents, and affiliates harmless against any third-party claims of copyright, trademark, trade secret, or other intellectual property infringement brought against Velocity Labs, LLC for using any of the materials that you provide to us to perform services for You or otherwise resulting from any breach by You of this agreement. In other words, if someone sues us for working with material that you’ve provided to us, you agree to pay our legal fees and any losses or liabilities that we might suffer as a result.

Publicity: Referrals are how we're able to get work in the future, and we love showing off any major victories. You grant us the right to mention the following on our website, and in our marketing and advertising collateral: your company’s name; the work that we did for you, described generally; and the relative impact that our work had on your business (e.g., X% increase in sales allowed company Y to hire new employees). You also grant us the right to link to your website and app. The rights granted to us are non-exclusive and irrevocable. We additionally retain the right to acknowledge our authorship of work done for you in an advertising and marketing context.

Business Hours: Velocity Labs, LLC's standard business hours are 9am-5pm MST, Mon-Thu. Our holiday schedule varies by year, but in general we take the following days off: New Year's Day, Memorial Day, Independence Day, Labor Day, Veteran's Day, Thanksgiving, December 24-25, and New Year's Eve. Check with us for the current holiday schedule.

We agree to put in a reasonable effort to reply to anything Velocity Labs Maintenance-related during business hours, but outside of those times we're probably going to live our lives and be awesome to our friends and families.

Independent Contractor: Velocity Labs, LLC is an independent contractor. By entering this contract, we don’t intend to create a joint venture or partnership, or become one of your employees. Neither of us are granted any rights to control the other or to enter into agreements on the other’s behalf.

Not Exclusive: We provide services to a number of clients. You recognize and agree that we may provide services to a number of individuals and organizations, including potential competitors, and are in no way obligated to provide services exclusively to you.

Assignment: In general, you don’t have the right to assign this agreement to any other individual or business organization. However, you may assign this agreement to an heir or an organization that acquires all or most of your stock, assets, or business. This agreement will bind your heirs, assigns, executors and administrators.

Waiver: If one of us chooses not to act on a breach of this agreement, that choice won’t waive our right to enforce the agreement based on a different breach.

Modification: This agreement can only be modified in writing, signed by both of us.

Severability: If any provision of this agreement isn’t enforceable, the rest of this agreement remains valid and enforceable.

No Third Parties: This contract is only intended to benefit you, the client, and Velocity Labs, LLC, not any third party.

Force Majeure: We won’t be in breach of this agreement if fire, earthquake, illness, death, act of God, labor dispute, or other event beyond our control prevents us from providing services in a timely fashion. We’ll notify you about the situation and work with you to establish a timeline for completing our services, if possible.

Governing Law: Arizona law governs this contract. We both agree to resolve any disputes exclusively in the state or federal courts located in Maricopa County, Arizona and not anywhere else. You submit to the personal jurisdiction and venue of those courts.

Headings: Headings for each paragraph are provided for convenience only. They won’t be given legal effect in interpreting or limiting the scope of the agreement.

Entire Agreement: This is our entire Agreement. It supersedes all other discussions, understandings, and negotiations between us, if any.