Terms of Service

American Programmers Independent, LLC. sells technical labor. This labor (herein “services”) is governed by terms as stated below.  By purchasing labor from API you agree to abide by these terms. Please feel free to look at our Rate Sheet and Services for more information.

GENERAL CONTRACT FOR SERVICES

This Contract for Services (this “Contract”) is made effective as of the date initial payment is received or the date work is commenced at your request, whichever is earlier, by and between you, our customer, and American Programmers Independent, LLC. of 3301 East Coliseum Blvd, RM 135, Fort Wayne, Indiana 46805. In this Contract, the party who is contracting to receive services (you) will be referred to as “Customer,” and the party who will be providing the services will be referred to as “API.”

1. DESCRIPTION OF SERVICES. Beginning on the date Services begin, API will provide to Customer the services described in separate documentation, such as email from you to us containing your instructions. API provides technical services such as php web programming, web site design, and web site maintenance. API reserves the right to accept or decline any request for services for technical, legal, and resource allocation reasons, at API’s sole instance and discretion.

2. PAYMENT FOR SERVICES. In exchange for the Services Customer will pay API according to the Published Rate Schedule. All funds are deemed earned when received. In case of Customer’s failure to pay when due API may take action to collect all amounts due, at Customer’s expense. API may file a Mechanic’s Lien upon Services and properties related to Services, such as web hosting accounts and domain names, in order to exact payment. In most cases payment will have been made via PayPal before work begins.

3. TERM. This Contract is in effect until terminated by API. By way of example but not by way of limitation, API may terminate this contract (1) upon completion of and receipt in full of payment for services requested by Customer, including those not explicitly requested by Customer but deemed by API to be necessary to render those services that were explicitly requested by Customer, (2) upon reasonable notice of Customer’s desire to close this contract and receipt in full of payment due to API from Customer, (3) after Customer’s Breach of Contract, including but not limited to failure to make timely payment for services, (4) upon mutual agreement of both API and Customer to supercede this contract with another, for example due to a change in the scope of services requested or a revised rate schedule, and (5) other circumstances which in API’s sole discression indicate that this contract should end.

4. PROPERTY RIGHTS AND OWNERSHIP. Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively the “Work Product”) specifically proprietary to Customer which is developed in whole or in part by API in connection with the Services will remain the property of API until payment in full is received for said services, after which it shall become the exclusive property of Customer. Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information which are general rather than proprietary in nature shall remain API’s property and Customer shall have an unlimited non-exclusive right to use said property. An example of the former case is a code segment written specifically to perform a unique task which is available only from Customer’s web site: an example of the latter case is a code segment written to perform a task used by many web sites. What constitutes proprietary and general work shall be determined by API, at API’s sole discretion.

5. WARRANTY. API shall provide its services and meet its obligations under this Contract in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable standards in API’s community and region, and will provide a standard of care equal to, or superior to, care used by service providers similar to API on similar projects.

6. REMEDIES. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 30 days from the effective date of such notice to cure the default(s). Unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Contract.

7. ENTIRE AGREEMENT. This Contract contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Contract. This Contract supersedes any prior written or oral agreements between the parties.

8. SEVERABILITY. If any provision of this Contract will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.

9. AMENDMENT. This Contract may be modified or amended in writing, if the writing is signed by the party obligated under the amendment.

10. GOVERNING LAW. This Contract shall be construed in accordance with the laws of the State of Indiana.

11. NOTICE. Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.

12. ASSIGNMENT. Neither party may assign or transfer this Contract without the prior written consent of the non-assigning party, which approval shall not be unreasonably withheld.

13. LIMITATION OF LIABILITY. Under no conditions shall API’s liability in any case exceed the actual amount of money received from Customer by API. This shall be true even if Customer advises API that such liability may exist.

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