Docs With Apps

Websites & Mobile Apps For Orthodontists | Digital Design Services

Terms of Service Agreement

Hybrid Mobile Application Development, Design, Operation, & Maintenance Services Agreement

THIS AGREEMENT (“the Agreement”), effective as of the later of the signature dates below (the “Effective Date”), sets forth the general terms and conditions pursuant to which Docs With Apps, LLC (“Service Provider”), a Connecticut limited liability company, will provide professional services, as more specifically defined herein (the “Services”), to _______________________, located at _______________________ (“Client”). 

In consideration of the payments to be made and services to be performed hereunder, the parties agree as follows:

  1. Services. Application Build, Design & Submission Services. The Services performed by Docs With Apps, LLC on behalf of Client include but are not limited to designing, operating, and maintaining a customized hybrid mobile compliance program application per Client request. Docs With Apps, LLC will perform the Services, including the work of creating and publishing a hybrid mobile application for Client.
    1. Client must provide its own log in credentials to its own storefronts (for example, to the IOS App Store and Google Play).
  1. Product. The code, images, markup, scripts, and any other content created by Service Provider either during, or resulting from, performance of the Services.
  1. Intangibles. All information and knowledge known to Service Provider, and not previously known by Client, regarding the Services or Products, or any methods or designs related to the foregoing. Intangibles includes Confidential Information, as defined herein.
  1. Compliance Program Operations & Maintenance. Patients will be allowed to download Client’s application from the App Store and Google Play at no charge. Upon payment of all fees hereunder, Docs With Apps, on Client’s behalf, will provide and distribute compliance program content including emoji rich push notifications to patients’ phones reminding them, for example, to change and replace their elastics throughout the day. Docs With Apps LLC manage the technical aspects and maintenance of Client’s application including hosting, frameworks, platforms, plug-ins, themes, and other dependencies.
  1. Fees.
    1. The application build, design & submission Services fee shall be $2,500.00 USD.
    2. The monthly subscription fee for operations of the compliance program, staff training at launch, and maintenance shall be $249.00 USD per month with a one-year minimum requirement.
    3. Client shall send all payments on-line by joining https://docswithapps.com and creating an account through which all payments will be made.
    4. Late Payment. If a payment is more than seven days late, then Services will be suspended until payment is received. The suspension of Services may, without further warning, include suspension, disruption, and/or termination of all operations and maintenance of Client’s application.
  1. Copyright Exceptions. Service Provider reserves the right to reuse and re-license portions of the created Product as desired to educate and promote its services. Any portions of the Product whose copyright is withheld by Service Provider are licensed to Client for use in the Product under the following MIT license: http://www.opensource.org/licenses/mit-license.php. Client will only be billed for portions of the Services which were created during the effective period of this contract and created while performing Services for Client. Client has no additional rights in, or licenses to use, in any manner whatsoever, the Services or the Product other than as set forth within this Agreement and only during the time in which Client is timely paying its fees hereunder.
  1. Intangible Property. Service Provider retains ownership of all Intangibles gained by Service Provider (that are not previously owned by the Client or are not Open Source) during and after the performance of the Services and the delivery of Product hereunder.
  1. Term and Termination. The term of this Agreement will commence on the Effective Date and continue until terminated by either party. Either party must give at least thirty days’ written notice to the other party before terminating this Agreement. In the event of such termination, Client must pay Service Provider for all Services previously performed and/or that have been invoiced to Client. All operations and maintenance of the Client’s application will terminate immediately
  1. Confidential Information. Client acknowledges that during the term of this Agreement it may be furnished with, receive, or otherwise have access to information that Service Provider considers to be confidential, proprietary, or a trade secret (“Confidential Information”). Confidential Information shall include any information: (i) in any format that is labeled or otherwise designated as confidential, or (ii) that relates to Service Provider’s trade secrets, processes, methods, or ideas, or regarding the Product(s) or Services, but shall not include information that Client can prove it independently developed or learned without reliance on Service Provider. All Confidential Information furnished in the course of performing under this Agreement shall remain the property of and be deemed proprietary to Service Provider.  Client agrees to: (i) receive such Confidential Information in strict confidence and not disclose it to any third party and (ii) use such Confidential Information only for the purposes of and in accordance with the terms of this Agreement. The provisions of this Section shall survive the termination or expiration of this Agreement for any reason
  1. Warranties. Each party hereunder warrants that it owns or otherwise has the legal authority and rights necessary to enter into this Agreement and to grant to the other party the access necessary to perform in accordance with the terms of this Agreement. EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. 
  1. Limitation of Liability. Except with respect to damages from the willful misconduct or gross negligence of a party, or due to Client’s breach of its confidentiality obligations under this Agreement, EACH PARTY’S TOTAL LIABILITY TO THE OTHER, WHETHER IN CONTRACT OR IN TORT, SHALL BE LIMITED TO AN AMOUNT NOT TO EXCEED THE TOTAL DOLLAR AMOUNTS PAYABLE UNDER THIS AGREEMENT. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, LOSS OF BUSINESS, OR OTHER CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES.
  1. Other terms.
    1. Governing Law.  Any dispute or controversy between the Parties relating to or arising out of this Agreement shall be governed by the laws of Connecticut.
    2. Entire Agreement.  This Agreement contains the full and complete understanding of the parties and supersedes all prior agreements and understandings between the Parties with respect to the entire subject matter hereof.
    3. Work with Competitors.  Client and Service Provider understand and agree that during the term of this Agreement, Service Provider may work with other persons engaged in the same or similar business as that of Client, provided that Service Provider does not disclose or use any of Client’s confidential business or patient information.
    4. Execution in Counterparts.  This Agreement may be executed in one or more counterparts including electronic copies, each of which when executed and delivered shall be an original, and all of which when executed shall constitute one and the same instrument. 
    5. Changes. Either party may request to modify the terms of this contract at any time; however, no such changes will become effective until both parties agree in writing.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by duly authorized representatives.

Client                                        Docs With Apps, LLC