Terms of service for Blocks of Hours

1. Services: Neo Code shall provide services including consulting, troubleshooting, network administration, management of the project(s), and design and/or development of software solutions per CLIENT’S direction to Neo Code. Neo Code will, at its sole discretion, determine the method, details, and means of performing CLIENT’S work. CLIENT shall be entitled to supervise the results of work performed by Neo Code to ensure satisfactory performance, including the right to make suggestions or recommendations, and request modifications to the scope of the work. Neo Code and CLIENT will mutually determine where Neo Code will perform its services. When Neo Code works at CLIENT’S premises, the CLIENT shall provide working space, facilities and any other services and materials Neo Code may reasonably request to perform its services.

2. Fees and Expenses: All services shall be rendered at an hourly rate based on the block or quantity of hours purchased by CLIENT based on the current hourly rate schedule. The initial retainer up to the first 2 hours is non-refundable. On-site meetings at the CLIENT’S place of business shall be billed at the purchased hourly rate with a minimum of 4 hours, plus travel and lodging expenses. Neo Code shall provide online access for CLIENT of statements for the services performed and other expenses incurred hereunder. CLIENT shall pay each pro forma invoice when submitted. CLIENT agrees that Neo Code may cease providing services until CLIENT remits payment in full for all past or current service charges and any overdue charges. CLIENT understands and agrees that hourly charges are accrued for all service activities related to CLIENT’s project, including but not limited to, coding, development, programming, any research, consultations, teleconferences, collaboration among Neo Code associates, preparation of written documents, testing and debugging. Except as otherwise agreed in writing by both parties, Neo Code shall be responsible for all costs and expenses required to perform its services. After 6 (six) months of inactivity any unused and unbilled balances remaining, after the initial 2 hours minimum, are subject to a one hour per month maintenance fee unless the client requests a return of the unused and unbilled balance, at which time Neo Code will return the unused and unbilled balance to CLIENT. Monthly maintenance charges will stop if the client/project resumes normal billable activity or CLIENT has requested a return of unused and unbilled balance.

3. CLIENT expressly waives the right to pursue a chargeback on its credit card when using it as a method of payment. CLIENT agrees to and accepts the fact that Neo Code works on a retainer basis and shall not perform any work unless paid for in advance. Retainers are fully earned and non-refundable upon performance of work by Neo Code. Performance of work records shall be maintained exclusively by Neo Code. The parties are free to engage a mediator, in or out of court, or pursue informal settlement in or out of court. in the event that an amicable agreement cannot be obtained. Any dispute over performance must be raised in a court of competent jurisdiction as determined by the governing law of this agreement. CLIENT and Neo Code agree that no chargeback shall be allowed or requested absent a ruling from a court. FUNDS HELD IN RETAINERS FOR WHICH Neo Code HAS NOT PERFORMED WORK REMAIN SUBJECT TO THE RETURN POLICY SET FORTH UNDER PARAGRAPH 2.

4. Estimates of Cost and Time: CLIENT understands and agrees that any estimates of cost or time for any services provided by Neo Code are meant purely as a “best guess” for CLIENT’s broad planning purposes, and such estimates shall in no way be construed as a quotation or guarantee in any way, and such estimates are not binding upon Neo Code. CLIENT understands and agrees that budget considerations of the CLIENT shall not serve as a basis for payment of Neo Code’s fees and that Neo Code’s fees are based strictly on hourly charges for services rendered to CLIENT.

5. Ownership of Work Product: Upon full payment of Neo Code fees, full and exclusive ownership and copyright of all unique software developed by Neo Code for CLIENT shall vest in CLIENT. CLIENT understands and agrees that Neo Code may retain all software code and deliverables until CLIENT pays Neo Code in full. Neo Code makes no claim to data or other confidential information used in the development of or stored by the software. CLIENT agrees that so long as any confidential or proprietary information of CLIENT is not disclosed, Neo Code shall be free without the consent or approval of CLIENT to use and employ general skills, know-how and expertise, and use, disclose, and employ any ideas, concepts, know-how, methods, techniques, or skills gained or learned during the course of performing CLIENT’s work for other client work. Neo Code also agrees not to market or sell for CLIENT or in direct competition with CLIENT or on its own behalf any finished work product or deliverable that results from the contracted services rendered by Neo Code and its agents for CLIENT, without prior written consent from CLIENT. TO BE CLEAR, Neo Code IS FREE TO USE FOR OTHER CLIENTS AND PROJECTS WITHOUT THE CONSENT OR APPROVAL OF THE CLIENT THE GENERAL SKILLS, KNOW-HOW, AND EXPERTISE, AND TO USE, DISCLOSE AND EMPLOY ANY IDEAS, CONCEPTS, KNOW-HOW, METHODS, TECHNIQUES, OR SKILLS GAINED OR LEARNED DURING THE COURSE OF PERFORMING WORK FOR THE CLIENT SO LONG AS CONFIDENTIAL OR PROPRIETARY INFORMATION OF CLIENT IS NOT DISCLOSED.

6. Confidential Information: Neo Code and its employees, agents, and sub-contractors shall make reasonable business efforts to maintain the confidentiality of all confidential or proprietary information of CLIENT that it receives during the term of this Agreement. This restriction shall not apply to information: (a) that has become publicly known through no wrongful act of Neo Code; (b) that Neo Code developed independently, as evidenced by appropriate documents, not including software developed by Neo Code for CLIENT; or (c) that Neo Code knew before CLIENT disclosed it to Neo Code, as evidenced by appropriate documents. Neo Code agrees to limit its internal distribution of any confidential information of CLIENT to its employees, agents, and sub-contractors who have a need to know in order to perform its services under this Agreement and are bound by a non-disclosure agreement with Neo Code. Further, upon CLIENT’s written request, Neo Code agrees to destroy or return all of CLIENT’s confidential information to CLIENT, including but not limited to all computer software, documents, notes, plans, drawings and copies thereof.

7. Independent Contractor: It is the intention of the parties that Neo Code be an independent contractor and not an employee, agent, joint venture, or partner of CLIENT. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of an employee between CLIENT and either Neo Code or any employee, agent or subcontractor of Neo Code (Neo Code Personnel). Neo Code and Neo Code Personnel shall retain the right to perform work for others during the term of this Agreement.

8. Termination: Either party may terminate this Agreement at any time upon written acceptable notices; via e-mail, Canada Post, or our project management system, however, the provisions as set forth in paragraphs 4, 5, 8, 9, 10, 11, and 12 of this Agreement shall remain in effect for a period of 1 (one) year after any termination. If the CLIENT elects to terminate this Agreement, any amounts of money paid in advance on retainer by CLIENT to Neo Code that remain after payment in full of all fees and expenses due to Neo Code beyond the initial 2 hours, shall be refunded to CLIENT. If Neo Code elects to terminate this Agreement, any amounts of money paid in advance on retainer by CLIENT to Neo Code that remain after payment in full of all fees and expenses due to Neo Code, shall be refunded to CLIENT.

9. Non-Solicitation of Employees: Both parties agree that neither party shall, during the period in which Neo Code is rendering any services to CLIENT and for a period of 1 (one) year after the completion of all services to CLIENT, solicit or recruit any current employee or agent of the other party. In the event one party solicits or recruits (as an employee, consultant, independent contractor, or otherwise) any such employee or agent of the other party, the first party shall pay the other party, within fifteen (15) days of such hiring, a placement fee equal to 100% of the total gross compensation paid, or to be paid, by that party or any affiliate thereof, to such employee or agent of the other party solicited, hired or recruited by the first party.

10. Quality Assurance, (QA): Neo Code will work diligently with CLIENT to generate new deliverables or builds or works-in-progress based upon CLIENT’S feedback from testing and debugging of the deliverable to CLIENT or as otherwise directed by the client during any course of the development phase. CLIENT understands it is purchasing blocks of time from Neo Code and will compensate Neo Code as specified herein for any time required to generate new builds and/or deliverables based in part, or in all, from CLIENT’s feedback and direction derived from any testing or debugging by CLIENT and/or Neo Code. Neo Code will not charge billable hours to the CLIENT’S account to correct for incorrect mathematical calculations made by Neo Code in CLIENT’S deliverables.

11. Disclaimer: NEO CODE WILL, ON A BEST EFFORT BASIS, MAKE EVERY REASONABLE EFFORT TO PROVIDE SERVICES IN A PROFESSIONAL MANNER BY PROVIDING COMPETENT AND EXPERIENCED PROFESSIONALS TO PERFORM THE WORK. OTHERWISE, Neo Code MAKES NO REPRESENTATION ABOUT THE RELIABILITY, ACCURACY, SUITABILITY OR TIMELINESS OF THE INFORMATION OR SERVICES PROVIDED. Neo Code PROVIDES ALL INFORMATION AND SERVICES “AS IS” WITHOUT WARRANTY OF ANY KIND. Neo Code HEREBY DOES NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES RENDERED BY IT AND ITS PERSONNEL OR THE RESULTS OBTAINED FROM THEIR WORK, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. IN NO EVENT SHALL Neo Code BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR INDIRECT DAMAGES OR FOR LOSS OF PROFITS, LOSS OR CORRUPTION OF DATA, OR FOR ACTS OF NEGLIGENCE THAT ARE NOT INTENTIONAL OR RECKLESS IN NATURE, REGARDLESS OF WHETHER IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. Limitation of Liability: CLIENT agrees that Neo Code’s liability hereunder for damages, regardless of the form of action, shall not exceed the total amount paid by CLIENT to Neo Code for performing CLIENT’s work. No action or claim under this Agreement may be instituted more than one (1) year after the event giving rise to such action or claim.

13. Force Majeure: Neo Code shall not be liable to CLIENT for any failure or any delay caused by events beyond Neo Code’s control, including, without limitation, CLIENT’s failure to furnish necessary information, sabotage, failures or delays in transportation or communication, failure or substitutions of equipment, labour disputes, accidents, shortages of labour, fuel, raw materials or equipment, technical failures, war, riot, civil disturbance, earthquake, flood, or weather conditions.

15. General: This Agreement supersedes any and all agreements, either oral or written, between the parties hereto with respect to the rendering of services by Neo Code for CLIENT and contains all the covenants and agreements between the parties with respect to the rendering of services in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, that are not embodied herein, and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding. Any modification of this Agreement will be effective only if it is in writing and signed by both Neo Code and CLIENT. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. This Agreement shall inure to the benefit of, and be binding upon, Neo Code and CLIENT, and their successors and assigns.

16. Attorney Fees/Jurisdiction. The parties agree that this contract was entered into in Vancouver, British Columbia, Canada. In the event any action or proceeding is necessary to enforce or interpret this Agreement, the parties consent to the jurisdiction of British Columbia, Canada. The prevailing party is entitled to any and all costs incurred to enforce or interpret this Agreement. Costs include actual attorney fees (whether incurred prior to or after filing a lawsuit), deposition fees, expert witness fees, court filing fees, costs of personnel to prepare for litigation, arbitration fees, mediator fees, and any and all other costs of collection. This agreement will be governed by and construed in accordance with the laws of the Province of British Columbia.