Terms for Mattermost Consulting
The following terms govern the services provided by Mattermost, Inc. to clients that order consulting or development work. Please read this document carefully. By agreeing with the work you agree to be bound by the terms of this document.
1) Scope of services
The services to be provided shall consist of consulting provided by Mattermost, Inc. to the client to assist in deploying Mattermost software or for accelerating the development of changes planned for Mattermost software.
Unless specified otherwise the work will be performed remotely and is based on best effort.
2) Planning and appointment
Projects are generally scoped through written correspondence. If required Mattermost, Inc. and the client will schedule an appointment to perform the work. During the appointment, software changes and consulting services will be discussed and scoped.
3) Estimates and Acceptance
Estimates are a best-guess by Mattermost, Inc. and are not a guarantee that the work will be performed in that time or that it can be completed at all.
Ownership, copyright and title of any software that is developed by Mattermost, Inc. shall at all times remain with Mattermost, Inc. The client shall not acquire directly, indirectly or by implication any title, copyright or ownership in the software or any parts thereof. We do not claim any ownership rights to the information that you submit to the Mattermost application itself, your code is yours.
5) Rate and terms of payment
Projects will be conducted on a fixed fee basis. Work will be invoiced after it is performed. Payment can happen by international bank transfer.
6) Limitation of Liability
In no event will Mattermost, Inc., or its suppliers or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to Mattermost, Inc. under this agreement during the twelve (12) month period prior to the cause of action. Mattermost, Inc. shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.
You agree to indemnify and hold harmless Mattermost, Inc., its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of this Agreement, including but not limited to your violation of this Agreement.
8) Disclaimer of warranty
Mattermost.com makes no warranty, express or implied, with regard to the services provided, all such warranties are hereby excluded by Mattermost, Inc. and waived by the client. In no event will Mattermost, Inc. be liable to the client or any other individual or entity connected with the client for any claim, loss of revenue profits, sales, business, data, code, service, information exclusivity or damage of any kind of nature, arising out of or in connection with the consultancy. In any event, Mattermost, Inc.’s maximum liability to the client shall be limited to the amounts actually paid to Mattermost, Inc. during the previous twelve (12) months.
Mattermost, Inc. acknowledges that in the course of providing the services, and of other services provided, Mattermost, Inc. or its employees or consultants, may be supplied with or come into possession of information which is proprietary to the client. Including information as to code, licenses, methods of doing business, and operations. Mattermost, Inc. hereby agrees that it will keep all such information confidential, and will disclose such information to no other person or entity. In addition, Mattermost, Inc. agrees to take such action as may be necessary or appropriate by way of agreement with, and instruction to, its employees so as to maintain the confidentiality of such confidential information and licenses.
10) Partial invalidity
If any provision of this document is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.
11) Failure to enforce
The failure of either party to enforce at any time, or for any period of time, the provisions hereof shall not be construed to be a waiver of such provisions or of the right of such party to enforce each and every such provision.
12) Dispute resolution
The parties will engage in good faith negotiations to resolve the dispute for a period of ten (10) business days after written notice of the dispute or issue is provided by one party to the other. Within such ten (10) business days, representatives from each party will engage in negotiations to resolve the dispute, and such individuals will meet in person, via videoconference or via telephone and attempt to informally resolve the dispute or issues. If those persons are unable to resolve the dispute within such ten (10) business days, then unless the parties have mutually agreed to extend the negotiation period, a party may exercise its rights available to such party under this agreement or otherwise.
13) Arbitration and governing law
This Agreement will be governed by the laws of the State of California, U.S.A. without regard to its conflict of laws provisions. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in San Francisco, California before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules or pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.