ThreeWill Services Terms and Conditions


The following terms and conditions apply to services performed by ThreeWill.

  1. SERVICES

    ThreeWill agrees to provide to Client the information technology consulting services (Services) described in the Statement of Work (SOW) or Quotation (Quote) which is incorporated herein by reference and is deemed to be a part of these terms and conditions for all purposes. Additional SOW’s and Quotes to be executed as required.

  2. TERM AND TERMINATION

    These terms and conditions will begin on the Effective Date set forth in the SOW or Quote and will continue until completion of all Services, or until terminated by either party upon thirty (30) days written notice. In the event of termination by Client, Client will be responsible to ThreeWill for all fees and reasonable expenses incurred through and including the date ThreeWill receives written notice of such termination.

  3. FEES

    In consideration of the performance of Services by ThreeWill, Client agrees to pay to ThreeWill fees as specified in the SOW or Quote, together with all other compensation listed in the SOW or Quote. All sales, use, excise or other taxes or assessments imposed by virtue of the project, excluding only taxes based on ThreeWill’s income, are the sole liability of, and will be paid by Client. Any services which are requested by Client and provided by ThreeWill, but not described in the SOW or Quote will be: (i) billed at an hourly rate determined mutually by Client and ThreeWill, plus all out-of-pocket expenses incurred; (ii) paid for by Client pursuant to Section 5 below; and (iii) deemed part of the Services.

  4. REIMBURSEMENT OF EXPENSES

    Client will reimburse ThreeWill for all reasonable travel and other out-of-pocket expenses incurred by ThreeWill in connection with providing the Services as specified in the SOW or Quote.

  5. PAYMENT

    Unless otherwise provided in SOW or Quote, ThreeWill will submit an invoice to Client upon completion of the Services, or monthly if the services extend beyond one month. The invoice will also include any travel and other out-of-pocket expenses to be reimbursed hereunder, and all applicable taxes. Client agrees to pay the total balance due, as shown on the invoice, no later than thirty days (30) days from the date of the invoice.

  6. NO PERFORMANCE RESTRICTION

    Each party represents and warrants to the other that such party is under no present obligation or restriction which conflicts with the performance of, or prevents such party from, performing any of its obligations under these terms and conditions.

  7. RELATIONSHIP OF PARTIES

    The parties are independent contractors and neither has the authority to bind the other to any third party or otherwise to act in any way as the representative of the other, unless otherwise expressly agreed in writing signed by both parties.

  8. LIMITATION OF LIABILITY

    IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS OF PROFITS, COSTS OF DELAY, OR COSTS OF LOST OR DAMAGED DATA. IN NO EVENT WILL THREEWILL’S LIABILITY TO CLIENT UNDER THESES TERMS AND CONDITIONS, OR IN ANY WAY RELATING TO THESE TERMS AND CONDITIONS, UNDER ANY LEGAL OR EQUITABLE THEORY, EXCEED THE FEES PAID TO THREEWILL HEREUNDER PRIOR TO THE DATE THE CAUSE OF ACTION AROSE.

  9. INTELLECTUAL PROPERTY

    Client agrees and understands that the Services to be provided by ThreeWill under these terms and conditions may include the development of computer software, programming or code (collectively, the “Software”). ThreeWill grants to Client a revocable, nonexclusive, nonsublicensable, nontransferable, limited license to install and use the Software, solely on Client’s computers and/or servers. ThreeWill will at all times retain all title to and ownership of the Software, including all modifications or derivatives. Client agrees not to directly or indirectly modify, reverse engineer, decompile, disassemble or derive source code from the Software. Client agrees that, except for the limited license granted in this Agreement, all Intellectual Property Rights in and to the Software shall be exclusively the property of ThreeWill. “Intellectual Property Rights” means: all copyrights, trademark rights, patent rights, trade secrets, publicity rights, rights in packaging, goodwill and other proprietary rights, and all renewals, extensions and derivatives thereof, arising under the laws of the United States or any other state, country or jurisdiction.

  10. WARRANTY LIMITATIONS

    CLIENT ACKNOWLEDGES AND AGREES THAT, EXCEPT AS MAY BE EXPRESSLY PROVIDED OTHERWISE HEREIN, THREEWILL MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED, CONCERNING THE SERVICES OR THE SOFTWARE. THREEWILL HEREBY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES WITH RESPECT TO THE SERVICES AND THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE OR PURPOSE.

  11. INDEMNITY

    Client and ThreeWill agree to indemnify and hold the other party and its officers, managers, members, employees, agents and representatives harmless from and against all losses, claims, demands, damages, costs, expenses and liabilities (including, without limitation, reasonable attorneys’ fees and expenses), arising from or in any way related to: (i) any breach by either party of any representation, warranty, or other provision of these terms and conditions or (ii) any third party claim of any kind against either party arising from or in any way relating to the performance of Services except for any such loss, claim, damage, cost, expense or liability resulting solely from any gross negligence or willful misconduct of ThreeWill.

  12. BACKUP OF DATA

    Client agrees and understands that Client is solely responsible for maintaining complete backup records of all data and information of any kind recorded, produced or maintained on Client’s servers or computers (including, without limitation, any data or information utilized, stored or managed by the Software).

  13. NON-RECRUITMENT

    For a period of twelve (12) months after the completion of services, Client and ThreeWill mutually agree not to directly or indirectly solicit or attempt to solicit, divert or hire away any person who was an employee or independent contractor of the other party during the term of services and who remains so at the time of any such solicitation, without the prior written permission of the other party.

  14. FORCE MAJEURE

    Neither party will be responsible for any failure to perform its obligations if such failure is caused by any condition beyond its control, including, without limitation, acts of God, war, terrorism, fire, flood, strike, governmental restriction, power failure, failure of computer systems or networks, or failure of transportation or communication facilities. When such an event occurs, obligations under these terms and conditions will not be excused, but will be suspended until the cessation of the event.

  15. ENTIRE AGREEMENT

    These terms and conditions (including SOW’s and Quotes) are intended to be the sole and complete agreement of the parties with respect to the subject matter, and supersedes all previous understandings, negotiations and proposals as to such subject matter.

  16. GOVERNING LAW

    These terms and conditions will be governed by and construed in accordance with the laws of the State of Georgia, excluding its conflicts of law rules.

  17. CONSENT TO JURISDICTION

    The parties agree that any dispute arising under these terms and conditions will be resolved in the state or federal courts of Fulton County, Georgia, and the parties expressly consent to jurisdiction therein.

  18. AMENDMENT; SEVERABILITY

    These terms and conditions may not be amended or supplemented except in writing and agreed to by each of the parties. If any provision should be found to be invalid or unenforceable, all of the other provisions will nonetheless remain in full force and effect to the maximum extent permitted by law.

  19. ASSIGNMENT

    These terms and conditions will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

  20. NO WAIVER; SURVIVAL

    No express waiver of any prior breach of these terms and conditions will constitute a waiver of any subsequent breach hereof, and no waiver will be implied. Sections 2, 3, 4, 5, 8, 9, 10, 11 and 13 will survive any termination of these terms and conditions.

  21. SIGNATURE AUTHORITY; COUNTERPARTS

    Client warrants and represents that all individuals signing a SOW or Quote on its behalf are duly authorized to sign for and legally bind Client.

  22. NOTICES

    Notice will be deemed to have been given under these terms and conditions: (i) when delivered in person to the party for whom it is intended; (ii) five (5) days after depositing such notice in the United States mail, by certified mail, return receipt requested, postage prepaid; or (iii) one day after deposit for next-day delivery with an overnight delivery service with a reasonably reliable electronic system for tracking deliveries.

Version 08172016