Differences

This shows you the differences between two versions of the page.

Link to this comparison view

legal agreements [2016/09/14 14:19] (current)
Line 1: Line 1:
 +====== Legal Agreements ======
 +WorkXpress leverages 2 basic types of agreement;
 +  * [[Terms of Service]] - the generic terms that apply globally to all users of the WorkXpress platform, and subsequently,​ to most users of WorkXpress based applications
 +  * Order Forms - specialized case-by-case documents that frequently supersede the TOS and provide additional terms relevant to specific transactions or arrangements.
  
 +===== Terms of Service (TOS) =====
 +The current TOS are found here http://​www.workxpress.com/​terms-of-use .
 +===== Order Forms =====
 +As a partner, __you are responsible__ for making sure that the agreements you make with WorkXpress, usually the TOS and subsequent Order Forms, are properly implemented across your customer base.  However, from time to time you may want to enter into your own, separate agreements with your customers.
 +
 +The following are examples of what we at WorkXpress use to legally define situations not unlike those that you may also encounter. ​ We don't suggest you adopt this language, and as always, we strongly recommend you consult with your own attorney before entering into any agreement. ​ This information is provided to Partners and prospective Partners merely to help them understand the framework within which we have successfully conducted a software product and services business in the past.
 +
 +==== Setup and Reference to TOS ====
 +The following language generally introduces the concept of an Order Form and references the WorkXpress TOS.  If you have introduced WorkXpress branding in your sales or product delivery process in any capacity, it may be helpful for you to get your customer to agree directly to the WorkXpress TOS.  However as the TOS states, you are ultimately responsible for their adherence by users under your account.
 +
 +|This duly executed Service Delivery Agreement (the “Agreement”) is hereby incorporated into and subject to the WorkXpress, Inc. (“WorkXpress”) Master Subscription Agreement (“Terms of Service”) found online at [[www.workxpress.com/​legal]] (the “Subscription Agreement”),​ and is considered an “Order Form” as defined therein. Executing this Order Form constitutes acceptance in its entirety of the WorkXpress Terms of Service. Notwithstanding anything to the contrary in this Agreement or in the Subscription Agreement, the terms of this Agreement have precedence and control; no subsequent change to the terms of the Subscription Agreement, which materially alters the terms of this Agreement shall be valid unless expressly consented to in writing by the signatories hereto.|
 +
 +
 +=== Some General Terms and Conditions ===
 +
 +|* Agreement will commence on this effective date <​Agreement Date>|
 +|* Initial Term for this Agreement will <Initial Term> + <​Cancellation Provisions if any>.|
 +|* Client will use an Application built on the WorkXpress PaaS titled “<Name of Application if applicable>​” (The “Application”)|
 +|* This Order Form applies to the <​WorkXpress Account OR your client> created by and identified as <Client Name>, who will hereinafter be referred to as the “Client”.|
 +
 +
 +=== Marketing Support ===
 +Sometimes WorkXpress asks in a general, non-strict way for marketing support, although you are free to ask in a more specific and binding way if desired. ​ In the end, if your customer isn't happy, it will hard to get a positive review from them, so keeping your customers happy is the most important marketing support you can provide, and this language is really just a reminder to them of their commitment.
 +
 +|Client agrees to provide marketing support to WorkXpress including but not limited to quotes, photographs and approval of testimonials.|
 +
 +=== Payment Method ===
 +Frequently, it is important to require that a payment method be kept on file.  Keep in mind that as the partner you will be held financially responsible for consumed services such as servers, text messages, etc., and so you want to verify that you have a rapid method of collections available to you.
 +
 +|Client to provide an approved payment method (“credit card”) upon opening of Client’s <​WorkXpress Account portal OR your application>​ or signing of this agreement, whichever comes later. ​ Credit card will be billed for all licensing, services, hosting and any other fee’s incurred under this account including those specified by this agreement, except professional services fee’s, which may be invoiced separately. ​ Client shall be required to maintain a valid payment method on file within the <​WorkXpress Account portal OR your application>​ at all times.|
 +
 +==== Usage ====
 +
 +Details for Use of Software (Your Account, Your Users):
 +• Client will receive licensing and support as defined in the Terms of Service, and as indicated with a “WX” below:
 + Licensing
 +WX rapid development platform
 +WX rapid systems administration platform
 +WX flexible platform
 +WX secure platform
 +WX scalable platform
 +
 + Updates
 +WX Maintenance – standard patches or bug fixes identified by our testing staff and addressed by our R&D staff
 +WX Features – significant new features and capabilities designed by our Product team and deployed by our R&D staff
 +WX Performance – any performance improvements by our R&D staff
 +WX Security – patches for security vulnerabilities identified by our R&D staff
 +
 + Application Support
 +Client Tier 1 (user support; first response for diagnosing/​solving technical issues)
 +Client Tier 2 (application support; Tier 2 will diagnose/​provide training regarding the application function and design).
 +WX Tier 3 (engine support; WorkXpress will address bugs or defects in the Platform itself)
 +No Premium Training
 +No Premium 24.7.365 Support
 +
 + Systems Administration
 +WX Hard Drive monitoring
 +WX Processor/​usage monitoring
 +WX Uptime monitoring of hardware, web server, database server, integrations
 +WX Data backups
 +WX Disaster Recovery
 +Client Tier 1 Systems issues resolution
 +WX Tier 2 Systems issues resolution
 +WX Tier 3 Systems issues resolution
 +
 + Hosting
 +Client Private Cloud
 +WX as below Public Cloud (includes options for # of processors, RAM, SSD or normal drives and more)
 +
 + Development Tools
 +Yes WSDL Actions
 +Yes Common Integrations (IMAP, Exchange, Gmail, Google Maps, SMS, Fed Ex, Credit Card Gateway, etc.)
 +Limited API Usage
 +No LDAP or other Single Sign On
 +No PHP Plugins
 +No Java Plugins
 +No .Net Plugins
 +No SQL Database Read/Write
 +• Client will be entitled to up to 10 “core” users. ​ Additional core users will be billed at the rate of $45/core user/month.
 +• Client will be entitled to unlimited ​ “infrequent” users at this pricing level, where infrequent users are considered to be those users who are not Client’s Employees and who access the system infrequently,​ for example for the purposes of accessing a customer or vendor portal. Talent will be considered infrequent users for purposes of this agreement.
 +• WorkXpress will bill Client’s account for usage of any 3rd party services such as bulk email and SMS text messaging, according to the Terms of Service and the then-published rates.
 +• Client will pay $400/month beginning November 15th 2012.
 +• Hosting will initially be provided by WorkXpress for no additional cost for so long as the application and usage remain consistent with the initial specifications. ​ Subject to that,  At any time, Client may choose to or be required to approve the purchase of an appropriately sized cloud server (estimated at this time to be less than $200/​month).
 +
 +==== Professional Services and the Deliverables ====
 +First we define what we mean by "​professional services"​.
 +|“Professional Services” means professional development,​ consulting, and/or implementation services performed by <​Partner>​ for Client pursuant to this Agreement.|
 +
 +It is important to clarify what the deliverables will be.  It is common to leverage a toolset that you don't own as a core component of a custom application,​ however, it is important that you don't promise ownership of that toolset to your customer! ​ We draw the line using the concept "data submitted to the service"​. ​ In other words, anything you provide the service belongs to you, and if you choose, to your customer.
 +|This agreement is for Professional Services required to effect the creation and modification of the software Application as detailed in the Statement of Work and developed using the WorkXpress development tools. ​ All such creation and modification,​ collectively and hereinafter referred to as the “Deliverables”,​ will only consist of “data submitted to the service” as the term is used in the WorkXpress Subscription Agreement and as such will afford any rights and protections associated thereto. ​ Deliverables will not include any additions to the “Engine” that (i) expand its capacity as a system administration and application development tool or (ii) allow integration between third-party software and the “Engine.” ​ The Client shall retain all ownership in the Deliverables and WorkXpress shall retain all ownership in its Engine. For the sake of clarity, the PaaS that combines an application platform with managed cloud infrastructure services, shall not be part of the Professional Services, __<but shall be delivered pursuant to a Subscription Agreement.>​__|
 +
 +You will definitely want to discuss compensation for your efforts and for the deliverables.
 +|Compensation for __<​Provider>​__ for the Deliverables:​ Client to pay __<​Amount>​__ due __<​Amount>​__ immediately upon signing and __<​Schedule of amount on dates>​__. (“Deliverables Fee”). ​ For the sake of clarity, compensation for the Deliverables shall be (only) the Deliverables Fee.|
 +
 +You will also want to specify how other sorts of common expenses will be handled.
 +|All travel (coach or equivalent) or other expenses incurred by <​Partner>​ personnel to be borne by Client, whose permission will be secured prior to incurring said expenses.|
 +
 +Next, you may want to clarify timing issues such as when you are starting work, and when you expect to conclude work.
 +|<​Partner>​ to use good faith efforts to provide Professional Services to develop the Application with a goal of producing a usable production-ready application by __<Date, or include in Statement of Work>​__ ​ in compliance with the Statement of Work.|
 +
 +Last, you will want to cover a range of legal issues governing things like work-for-hire,​ intellectual property ownership, etc, as in the below example:
 +|“Work” shall mean and any all literary work, any and all pictorial or graphic works, any and all audio visual works and all copies thereof (as each of the following is defined in Section 101 of the US Copyright Act of 1976, as amended), created or caused to be created by <​Partner>​ in connection with the Deliverables including but not limited to; all application customization submitted to WorkXpress in order to deploy the feature sets outlined in the requirements and exhibits and all writings, photographs,​ designs, and drawings incidental thereto. “Intellectual Property Rights” means any patent, copyright, trademark, trade secret, trade dress, inventions, discoveries,​ technology, know-how, confidentiality and proprietary information,​ or other intellectual or industrial property rights or proprietary rights arising under the laws of any jurisdiction.|
 +
 +|Inventions. WorkXpress acknowledges and agrees that all contributions made by it to the Deliverables shall be made as work-made-for-hire as contemplated and defined in Section 101 of the US Copyright Act of 1976, as amended and shall be owned exclusively by Client. ​ To the extent such contributions to the Deliverables are not deemed to be works-for-hire,​ <​Partner>,​ in consideration of good and valuable consideration,​ the receipt and sufficiency of which are hereby acknowledged,​ hereby assign to its successors and assigns, all of <​Partner'​s>​ right, title, and interest, in and to the copyrights and other proprietary rights in the Work (and/or Deliverables) and all renewals and extensions thereof that may be secured under the laws now or hereafter in force and effect in the USA or any other country or countries. <​Partner>​ shall execute, verify, acknowledge,​ deliver, and file any and all formal assignments,​ recordations,​ and any or all documents which Client may prepare and reasonably call for to give effect to the provisions of this Agreement. ​ With regard to assisting Client in documenting the rights granted hereunder, at Client’s expense, <​Partner>​ shall execute and deliver to Client any documents necessary to evidence or perfect any of the rights granted to Client pursuant to this Agreement, and agrees to provide such cooperation necessary or desirable to procure such rights.|
 +
 +You may choose to add a few representations and warranties. Several examples are;
 +|<​Partner>​ warrants and represents that the Professional Services shall be performed, and all Deliverables provided hereunder shall be provided, with care, skill and diligence in accordance with the professional standards generally recognized by <​Partner'​s>​ profession and in accordance with the acceptance criteria (as originally defined in a Statement of Work and as may be amended during the course of the engagement) and applicable industry standards. ​ In the event that there is no acceptance criteria in such Statement of Work, the Deliverables shall be provided in accordance with the specifications in the applicable Statement of Work as may be amended during the course of the engagement;​|
 +
 +|The Professional Services shall be provided in accordance with, and shall at all times comply with, all applicable United States and foreign laws and regulations governing the Services, including all requirements regarding manufacturing,​ marketing, distributing,​ importing and exporting activities, privacy and handling of customer Confidential Information and/or any other information (confidential or otherwise) relating to any customer of Clients;|
 +
 +|It is the sole author of the Work and the Work is an original Work of authorship or that if it is not the sole author of the Work, it has the right to assign use of or ownership of that portion of the Work owned or created by a third party, to Client;|
 +
 +|Except as indicated to Client and exclusive of any information or other materials provided by Client in connection with this Agreement or the Deliverables,​ neither the Work, the Professional Services, the Deliverables nor this Agreement infringes, misappropriates or otherwise conflicts or interferes with any rights whatsoever of any other person or party; including, without limitation, any intellectual property or other proprietary right;|
 +
 +|Except as indicated to Client and exclusive of any information or other materials provided by Client in connection with this Agreement or the Deliverables,​ <​Partner>​ has full right and power to assign to Client all rights in the Deliverables;​|
 +
 +
 +|It has the authority and ability to enter into this Agreement, to perform the Professional Services hereunder and to grant Client the rights set forth herein;|
 +
 +|All Professional Services hereunder will be performed by qualified personnel;|
 +
 +
 +|<​Partner>​ has not and will not enter into any agreements or arrangements which preclude compliance with the provisions of this Agreement; and|
 +
 +
 +|All Deliverables shall be free from all liens and encumbrances,​ so-called viruses or other invasive program code and shall contain no copy protection.|
 +
 +==== No Hire ====
 +You may elect to add no-hire provisions. ​ One example is;
 +|No-Hire. For a period of twelve (12) months following any termination of this engagement, neither party shall, directly or indirectly, hire, solicit, or encourage to leave the other party’s employment, any employee, consultant, or contractor of the other party or hire any such employee, consultant, or contractor who has left the other party’s employment or contractual engagement within one (1) year of such employment or engagement.|
legal agreements.txt · Last modified: 2016/09/14 14:19 (external edit)
Copyright WorkXpress, 2019