Client Agreement
This Agreement (“Agreement”) constitutes a legally binding agreement made between you, whether personally or on behalf of an entity ("client" or “user” or “you”) and Haggle Inc. dba Pirates Labs with an office at 419 Park Ave S, 2nd Floor, New York, NY 10016 and its affiliated companies (collectively, "Pirates" or “Company” or “we” or “us” or “our”).
Pirates solves critical business problems for its clients and builds future business lines, product suites and brands for its clients with its innovation services ("Services").
0. Summary
- We will build innovative solutions for you
- The details of deliverables and fees will be published in a Trello board issued pursuant to this Agreement.
- You will not have to pay for any overages.
- You can terminate this Agreement at any time by sending us an email and paying the fees accrued till then.
- Even after this Agreement is terminated, confidentiality clauses will survive.
1. Statement of work
1.1. Pirates will provide the Services to you as mutually agreed in the statement of work (“SOW”) issued pursuant to this Agreement.
1.2. Each SOW shall be represented by a Trello board (“Board”) specifying the following, (a) the date of commencement of the Services; (b) the scope of Services to be provided by Pirates; (c) the time schedules; (d) the deliverables (the “Deliverables”) to be provided by Pirates; (e) the necessary Pirates resources who will work on the Deliverables; (f) acceptance criteria (if any); and (g) all applicable fees.
1.3. Each Deliverable will be listed in the Board as a Trello card (each individually a “Card” and together the “Cards”).
1.4. The Cards are organized in different Trello lists to show the status of execution of the Deliverables.
1.5. Each SOW shall be incorporated into and become part of this Agreement and be governed by the provisions of this Agreement. Pirates shall not be required to commence work under this Agreement unless you execute an SOW on Slack.
2. Acceptance
2.1. When a Deliverable is moved to the Done list in the board, the Deliverable will be deemed to be completed and delivered.
2.2. You have three days to contest the status of any completed Deliverable by simply moving the Card corresponding to the Deliverable to the Active list and adding comments to the Card. Pirates will address the comments and take the necessary action on the Card with reasonable timeliness.
3. Fees
3.1 The fees for each Deliverable and for the entire SOW are published in the Board.
3.2. On completion of a Deliverable, Pirates may charge your credit card the fees corresponding to the Deliverable. In some cases Pirates may charge your credit card after completing a set of Deliverables.
3.3. All fees charged under this Agreement will be non-refundable and non-cancelable.
4. Term and Termination
4.1. This Agreement will stay in effect until it is terminated by either you or Pirates.
4.2. Either you or Pirates may terminate this Agreement at any time, without cause by sending a Slack message to the other party.
4.3. Upon any termination of this Agreement,
4.3.1. All fees for any completed and uncharged Deliverables and any Deliverables that are in the Active list in the Board as of the date of termination are due immediately. Pirates shall charge this amount directly to your credit card.
4.3.2. Both parties shall cease their activities under this Agreement.
4.3.3. The Confidentiality section (Section 5) shall survive the termination of this Agreement.
5. Confidentiality
5.1. Each party acknowledges that, during the term of this Agreement, it will receive information from the other party that the other party regards as confidential and proprietary. Confidential and proprietary information includes all information which is disclosed by either party to the other party in writing and bearing a legend as “confidential” or “proprietary” or that otherwise should be understood by a reasonable person to be confidential in nature.
5.2. Other than as expressly contemplated herein, neither party shall disclose, provide or otherwise make available to any third party (including a prospective client) any confidential information of the other party. Each party agrees that it will protect the confidential information of the other party through the exercise of no less protection and care than it customarily uses in safeguarding its own proprietary information which it desires to retain in confidence and in no event less than reasonable care.
5.3. In no event shall either party use any confidential or proprietary information of the other party except to the extent necessary to effect the provisions and purposes of, and as expressly contemplated under the terms of, this Agreement.
5.4. The foregoing shall not prohibit or limit a party’s use of information, including but not limited to ideas, concepts, know how, techniques and methodologies, which (a) is or become publicly available through no breach of this Agreement by the receiving party; (b) is released by the disclosing party to any other person, firm or entity (including government agencies) without restriction; (c) is rightfully obtained by the receiving party without restriction; (d) to the extent required by law, statute, rule, regulation, legal process or by professional standards and (where permitted and where practicable under the circumstances) with prior notice to the other party; (e) is rightfully already known to or is independently developed by the receiving party; or (f) is generally known or easily ascertainable by individuals of ordinary skill in computer programming or design or in the business of the disclosing Party.
5.5. Notwithstanding anything to the contrary in this Agreement, either party may provide this Agreement and any information received in connection with this Agreement to its contractors or subcontractors (collectively, the “Subcontractors") for purposes of performance of the Services or for internal, administrative and/or regulatory compliance purposes. Each party will remain solely responsible for the use of such information by its Subcontractors.
6. Intellectual Property Rights
6.1. Each party owns, and will continue to own all rights, title and interests in and to any inventions however embodied, know how, works in any media, software, information, trade secrets, materials, property or proprietary interest that it owned prior to this Agreement, or that it created or acquired independently of its dealings with the other party pursuant to this Agreement (collectively, “Preexisting Works”). All rights in Preexisting Works not expressly transferred or licensed herein are reserved to the owner.
6.2. All Deliverables developed by Pirates pursuant to this Agreement or an SOW is considered a work product ("Work Product") made for hire.
6.3. On payment of all fees listed in an SOW, Pirates shall assign you all rights, title and interests in and to the Work Product developed pursuant to the SOW.
7. Personnel
7.1. Pirates will staff the teams performing the Services pursuant to an SOW with its employees and contractors (collectively the “Personnel”).
7.2. The Parties agree that for the term of this Agreement and for a period of one (1) year after the termination of this Agreement, neither party nor any of its affiliates will directly or indirectly, recruit, solicit, discuss employment with, hire, employ or engage as a contractor any of the personnel currently employed with or contracting for the other party, unless such personnel are not involved in the engagement between the parties.
8. Our Representations and Warranties
Pirates represents, warrants and covenants, on behalf of itself and each of its Personnel, that:
8.1. Pirates is duly organized, validly existing, has full and adequate power to conduct its business as now conducted, is in good standing and duly licensed, and has procured all necessary licenses, registrations, approvals, consents and any other communications in each jurisdiction as required to enable Pirates to perform its obligations under this Agreement.
8.2. The execution, delivery and performance of this Agreement by Pirates and the performance by Pirates of the transactions contemplated in this Agreement have been duly and validly authorized by all necessary action, corporate or otherwise, on its part, and this Agreement and each SOW constitute the valid, legal and binding obligation of Pirates.
8.3. Pirates is not and will not be subject to any agreement or other constraint that does, would, or with the passage of time would, prohibit or restrict its right or ability to enter into, or carry out, its obligations hereunder.
8.4. Pirates’s performance of this Agreement will not violate any applicable law or regulation.
8.5. There are no actions, suits or proceedings, pending or threatened, which will have a material adverse effect on its ability to fulfill its obligations under this Agreement.
8.6. Pirates will ensure to put its best efforts to perform the Services in a professional and workmanlike manner and that it’s Personnel have the requisite skills and experiences to perform the Services. It shall render the Services and perform its obligations and duties under this Agreement accurately and in accordance with instructions, specifications, procedures, standards, guidelines, timeframe as mentioned in the SOWs.
8.7. Except to the extent otherwise expressly described in an applicable SOW, each item of Work Product is original work created by Pirates, and Pirates has free and clear title to each item of Work Product at all times prior to the effectiveness of its assignment to you under this Agreement, and Pirates has and will obtain all necessary assignments and consents from its Personnel and applicable third parties necessary to effect the assignment of such Work Product to you, free and clear of any and all encumbrances.
8.8. Neither the Services nor the Deliverables, nor any part, product or software sold, distributed, licensed or supplied by Pirates in connection with the Services or Deliverables, do or will infringe any patent, copyright, trademark, right of privacy or publicity or other proprietary right of any third party or misappropriate any trade secret of any third party.
8.9. Pirates possesses all the legal right, title or interest in or to any intellectual property (such as software, designs, copyright, patents, trademarks and trade secrets) that have been or will be used to create or be part of the Deliverables.
8.10. To the extent the Deliverables include software, the software, including all updates, upgrades and new versions, does not and will not contain any: (a) viruses, worms, trojan horses, other harmful code or any other code that replicates, transmits or activates itself without the control of the person operating the equipment on which such code resides; (b) hidden files; (c) key, node lock, time-out or other function, whether implemented by electronic, mechanical or other means, that restricts or may restrict use or access to any programs or data based on the residency on a specific hardware configuration, frequency or duration of use, or other limiting criteria; or (d) features or capabilities that access or attempt to access systems that such Deliverable is not otherwise intended by you to access or attempt to access.
9. Your Representations and Warranties
You represent, warrant and covenant, on behalf of yourself and each of your personnel, that:
9.1. Your company is duly organized, validly existing, has full and adequate power to conduct its business as now conducted, is in good standing and duly licensed, and has the necessary authority to enter into this Agreement.
9.2. For any Services that will be provided at your facilities, you will provide Pirates with the facilities and resources reasonably required for the performance of the Services.
9.3. You are not and will not be subject to any agreement or other constraint that does, would, or with the passage of time would, prohibit or restrict its right or ability to enter into, or carry out, its obligations hereunder.
9.4. There are no actions, suits or proceedings, pending or threatened, which will have a material adverse effect on your ability to fulfill your obligations under this Agreement.
10. Data Protection
Pirates shall not use any personally identifiable information (such as credit card information or email addresses of you or your affiliates) received by or given access to Pirates by you during the course of performing Services under this Agreement unless the same is expressly stated in this Agreement and/or the applicable SOW. Pirates further represents and warrants to ensure best efforts and shall promptly incorporate reasonable steps to protect all personally identifiable information and comply with requirements mandated under applicable data privacy laws and regulations.
11. General Provisions
11.1. Non‑exclusivity. Nothing in this Agreement shall limit or restrict either party from entering into or continuing any agreement or other arrangement with any other party, whether similar to this Agreement in nature or scope. Moreover, each party shall remain free to provide products and services to any client or prospective client so long as the terms of this Agreement are not violated.
11.2. Future Developments. Nothing in this Agreement shall prohibit or restrict either party’s right to develop, use or market products, services or materials similar to or competitive with the products, services or materials which are the subject of this Agreement, so long as the terms of this Agreement are not otherwise violated.
11.3. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
11.4. Severability. If any of the provisions of this Agreement are held invalid or unenforceable, such provisions shall be deemed severed and the remaining provisions shall remain in full force and effect.
11.5. Non‑assignment. This Agreement may not be assigned or transferred, nor may rights or obligations be delegated, without the prior written agreement of the parties; notwithstanding the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties to this Agreement, as well as their respective successors and assigns.
11.6. Waiver. Failure of any Party to enforce, in any one or more instances, any of the terms or conditions of this Agreement shall not be construed as a waiver of the future performance of any such terms or conditions.
11.7. Limitation of Liability. Notwithstanding anything to the contrary in this Agreement, in no event shall either party be liable to the other for any third-party claim (other than those for which a party is required to provide indemnification pursuant to this Agreement) or for any lost profits or any indirect, incidental, special, consequential or punitive damages, even if such party has been apprised of the possibility thereof. No action, regardless of form, may be brought by either party more than three months after the cause of action has accrued.