TERMS & CONDITIONS
This Agreement is made effective on the Customer order date, between Simple Build LLC, hereinafter referred to as “Provider”, with a mailing address at 2178 S State St, Suite D, Ann Arbor, MI 48104 and the customer (“Customer”), collectively referred to as the “Parties”.
In consideration of the mutual promises and covenants contained in this Agreement, the parties hereto agree as follows:
Service. Provider will provide a technology Service in the form of a project management system hosted online. We may add, modify or discontinue any feature or functionality within the Service at our own discretion and without further notice, however, if we make any material adverse change in the core functionality of the Service, then we will notify you via email. You hereby acknowledge that your purchase of the Service is not contingent on the delivery by us of any future release of any feature or functionality.
Payment and Subscription. Payment for Service is due at the beginning of each period. Recurring monthly subscription payments will be paid electronically. This payment includes the system configuration and set-up period. Customer will not be charged monthly for more than this amount for as long as they maintain an account in good standing, even if Service price increases. The amount may change if customer adds users to their account.
Term, Termination and Renewal. The term of this Agreement is monthly, commencing on date of first payment, and renews monthly. Customer may terminate this Agreement by providing 7 days written notice (including email), however, Customer is not entitled to a refund of any payment amount. Provider may terminate this Agreement by providing 14 days written notice and Customer has the option of accepting termination immediately.
Third Party Terms of Service. You hereby acknowledge that the Service is hosted on a third party platform, which enables Service to be provided on an ongoing, secure and affordable basis and that you accept the Terms and Conditions of that service found on their website, including updates to those Terms and Conditions. Items included in those Terms and Conditions include but are not limited to: committed uptime, data protection, security and privacy.
Transfer of Data. Customer has the option of requesting a copy of their data via a downloaded file. Customer has the option to purchase support services from Provider at the then current support service rates to help with this process.
Intellectual Property. The Service, inclusive of materials, such as software configuration or design, process design, informational text or guides, video, graphic materials, any and all related or underlying technology and any modifications, enhancements or derivative works of the foregoing, are the property of Provider. Provider retains all right, title and interest, including all intellectual property rights, in and to the materials listed. Customer maintains full rights to their own customer data.
Independent Contractor. This Agreement does not constitute a hiring by either party. This Agreement shall not be considered or construed to be a partnership or joint venture, and Customer shall not be liable for any obligations incurred by Provider unless specifically authorized in writing.
Indemnification. Customer agrees to indemnify and hold harmless (jointly or severally) Provider and its subsidiaries, affiliates, shareholders, directors, officers, employees and licensors from any and all claims, judgments, settlements, damages, liabilities, actions, demands, costs, expenses, or losses, including reasonable attorney’s fees, arising from or related to the Service.
Limitation of Liability. Under no circumstances shall Provider be liable to Customer or any third party for indirect, incidental, consequential, special or exemplary damages (even if advised of the possibility of such damages), loss of business, loss of profits or goodwill, arising from this Agreement. Provider disclaims any and all representations and warranties, including any regarding merchantability, fitness for particular purposes, suitability, compliance with laws, quality, or otherwise, with respect to the Service. In no event shall Provider be liable in any way for an amount greater than the amount equal to the payment for one month of the Service.
Mutual Confidentiality. Neither Provider or Customer shall disclose the other party’s Confidential Information to any person other than its employees, officers, directors, affiliates, agents and representatives who are bound by obligations of confidentiality and who have a need to know such information in order to perform their obligations in connection with this Agreement. Each party may only use the other’s Confidential Information as permitted to perform its respective obligations under this Agreement. “Confidential Information” means any information disclosed by a party to the other that is reasonably expected to be treated in a confidential manner under the circumstances of disclosure under this Agreement or by the nature of the information itself.
Non-disparagement. Provider and Customer each agree to not make, and to not direct any other person to make, any negative or disparaging remarks regarding each other or the Service, including placing any negative or disparaging remarks or reviews on the Internet.
Non-disclosure. The parties agree that the terms of this Agreement may not be discussed with any third party not a party to this Agreement. Customer may discuss this agreement with professional advisors who, in turn, will treat the terms of this Agreement as confidential.
Assignment. No Party shall assign its rights or obligations under this Agreement in whole or in part, without the prior written approval of the other Party, which approval shall not be unreasonably withheld, conditioned or delayed, except that Provider may assign its rights and obligations under this Agreement in connection with a sale or transfer of all or a substantial part of its business to which such rights and obligations pertain.
Dispute. Any dispute arising out of or relating to this agreement will be submitted to binding arbitration in Washtenaw County, Michigan pursuant to the Rules of the American Arbitration Association. The prevailing party in any arbitration shall be entitled to recover all reasonable expenses in connection with such proceedings.
Applicable Law. This Agreement shall be governed by the laws of the State of Michigan.
Entire Agreement. This Agreement sets forth the entire understanding and agreement of the parties and supersedes any and all oral or written agreements or understandings between the parties as to the subject matter of this agreement.
Updated: March 30, 2024