As of December 15th, 2021
Agreement — These Terms and Conditions are an integral part of any website, mobile application, database, or other software enhancement and maintenance service which Epic Business Apps, LLC (“Epic”) may perform for any person or business entity (“Client”) who has requested such service with Epic.
Whether through a formal, signed Statement of Work (“SOW”), Change Order, Maintenance Agreement, Flex Hours Agreement, or where Client and Epic agree to specific software development, enhancement or maintenance services through email communications, this agreement spells out the Terms and Conditions related to those service requests that were agreed upon between Client and Epic.
Notice — Epic may occasionally make changes to these Terms and Conditions. When Epic makes material changes to this agreement, the Client will be notified via email, assuming that Epic is still performing any agreed upon software development, enhancement or maintenance service at that time. The current version of this agreement can always be found on Epic’s website; specifically, at this url: https://epicbusinessapps.com/software-enhancement-maintenance-terms-of-service/
The date at the top of this agreement indicates the last update to these Terms and Conditions
Client Responsibilities – For the purposes of Epic providing the above listed services, Client agrees:
- To provide Epic with access to one, or more, of its mobile application(s), database(s), cloud or web hosting account(s) or website, collectively referred to as “Software Accounts”, in order to complete any particular development, maintenance or enhancement service that Client has requested. Client is responsible for maintaining the confidentiality and security of its accounts and passwords on its Software Accounts. Client is solely responsible for all activities that occur under its Software Accounts, and for any loss, theft or other destruction of any data as the result of any access to the Software Accounts via the Client’s account information, whether or not actually or expressly authorized by Client.
- To properly document and convey to Epic any and all information related to the nature of the software development, enhancements and/or maintenance services Client is requesting Epic to perform.
- To inform Epic before any other third-party website service provider does any work to the website, of any kind, including adding website plugins or APIs.
Client Acknowledgements – Client understands, acknowledges and agrees that:
- Epic has no control over the policies of search engines or directories with respect to the type of mobile application, website and/or content that they accept now or in the future. Client’s website(s) or mobile application(s) may be excluded from any search engine or directory at any time (often referred to as “blacklisted”) at the sole discretion of the search engine or directory entity.
- If changes are made by Epic according to Client’s direction, and the changes are not correct because Client changed their mind or misunderstood what they were providing, additional time to remedy the changes fall under time and materials billing.
- Epic is not responsible for changes made to Client’s Software Accounts by other parties not affiliated with Epic, or Epic’s employees or contractors.
- Occasionally, when Epic is tasked with fixes or enhancements to a Client’s website or mobile application, there are times where those additions or adjustments to the website or mobile app are not compatible with the existing third-party software such as plugins, APIs, SDKs, Gems, and code libraries. On those digital assets, where such third-party software can occasionally become unusable, Epic will charge time and materials to update any third-party software that may have been affected.
- Recovery or repair of Client’s Software Accounts is not guaranteed.
Client Representations – Client makes the following representations and warranties to Epic
- Client represents to Epic, and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Epic 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 Epic and its subcontractors from any claim or suit arising from the use of such elements furnished by Client.
- Client guarantees to Epic and unconditionally guarantees that Client’s Software Accounts have not, knowingly been compromised, hacked, or otherwise defaced or infected prior to ordering any services with Epic. Client represents that it will provide full details to Epic if Client is aware of such compromises to its Software Accounts before any services are performed by Epic.
- From time-to-time governments enact laws and levy taxes, tariffs or new policies (such as privacy policies) affecting Internet usage, including electronic commerce. Client agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Epic and its subcontractors from any claim, suit, penalty, tax, or tariff arising from Client’s exercise of Internet usage including electronic commerce.
Data Security – Epic employs best practices in the areas of administrative, technical, organizational, and physical security measures to protect our Clients’ information and data against accidental or unlawful destruction, loss, alteration, and against unauthorized disclosure and access. As part of any development, enhancement or maintenance services, Epic uses standard industry practices to protect visitor and user information, including such precautions that may include firewalls, SSL encryption, limiting storage of financial information to a PCI compliant third-party provider, system redundancies, and recommend servers with only the largest and most reputable cloud hosting providers.
Unfortunately, no data transmission or storage can be guaranteed to be 100% secure. While we strive to protect Client’s personal information, Epic cannot guarantee security of the information you transmit to Epic orwhich is hosted on the servers you provide Epic access to.
While Epic takes every precaution to mitigate risks, as described in the Data Security section, by agreeing to allow Epic to develop, or perform enhancements, or provide maintenance services, Client agrees that Epic is NOT LIABLE for current and future Software Account errors, hacking, or other technical problems and holds no responsibility if such issues were to occur. And while Epic has never incurred any loss or irreparable damage to its Clients’ software or servers, in no event shall Epic be liable for any loss or corruption of data or content, database or software, lost profits, reputational damage or damage to goodwill, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by Epic, even if Client has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.
Client shall indemnify Epic Business Apps, LLC from any and all damages, liabilities, costs, losses, expenses or attorney fees arising out of any claim, demand, or action by website or mobile application users, or third party arising from the use of any software built and/or serviced by Epic. Client shall promptly notify Epic in writing of any third-party claim or suit related to software built or serviced by Epic.
Epic agrees to execute all services agreed upon in writing (includes email communications) in good faith, utilizing industry standard best-practices, and to abide by all terms within this agreement.
Warranty & Limitation of Liability – The services and work product of Epic are sold “as is.” In all circumstances, the maximum liability of Epic, its directors, officers, employees, design agents and affiliates (“Epic parties”), to Client for damages for any and all causes whatsoever, regardless of the form of action, whether in contract, tort or otherwise, will in no circumstance exceed, up to, 50% of the total amount paid by the Client to Epic for development, enhancement and/or maintenance services rendered to Client during the three month period immediately preceding the date of a verified incursion causing provable monetary damages incurred by the Client.
Nothing in this Agreement will exclude or limit the liability of either party for:
(a) death or personal injury caused by that party’s negligence;
(b) fraud or fraudulent misrepresentation on the part of that party; or
(c) any other liability which may not be excluded or limited under applicable law.