When you use the website to place an order with me, these Terms and Conditions will constitute a legally binding agreement between you and me. It is your responsibility to carefully read these Terms and Conditions before using this website to place an order. Use of the website to place an order with me will be considered acceptance of the Terms and Conditions. If you do not agree to the Terms and Conditions, then you may not use the website to place an order.
1.1. “WEBSITE” means webinformat.com
1.2. “ASSIGNOR”, “ME” means ZAHARIA VASILE CIPRIAN identified by National Identification Number 1780302354727
1.3. “ASSIGNEE”, “YOU”, “YOUR” means any person or company representative that places an order and possesses all legal authority and power to accept and be bound by the AGREEMENT
1.4. “PARTIES” means the ASSIGNOR and ASSIGNEE
1.5. “ORDER” means the ASSIGNEE’S order for SOFTWARE placed on the website
1.6. “SOFTWARE” means the source code program of the custom software and any other materials created by ASSIGNOR during this AGREEMENT
1.7. “AGREEMENT” means all the terms of this document.
2. PURPOSE OF AGREEMENT
2.1. The purpose of the AGREEMENT is the transfer of the patrimonial copyrights over the SOFTWARE from the ASSIGNOR to the ASSIGNEE.
2.2. The parties agree and acknowledge that this AGREEMENT does not create an employment relationship between the ASSIGNOR and the ASSIGNEE.
3.1. ASSIGNOR assigns to the ASSIGNEE exclusive patrimonial copyrights over the SOFTWARE, including without limitation the following rights: the right to decide if, how and when to use the SOFTWARE; the right to reproduce the SOFTWARE in full or partially, in any form and by any means, and the right to authorize reproduction of all or part over the SOFTWARE by third parties, without the limitation; right to publish the SOFTWARE and authorize publication by third parties. For the purposes of this AGREEMENT, by publishing the SOFTWARE means the distribution to the public of original or copies of the SOFTWARE by sale, rental, lending or any other mode of transfer for a consideration or free of charge; the right to display in public the computer program by any means; the right to make derivative SOFTWARE.
3.2. ASSIGNEE is authorized by the ASSIGNOR to use the SOFTWARE in the manner set out in the article 3.1 as well as in any other way.
3.3. ASSIGNEE acknowledges that ASSIGNOR owns or holds a license to use various preexisting development tools, open source code, and other programs, data and materials that ASSIGNOR may include in the SOFTWARE.
3.4. The SOFTWARE is the sole and exclusive property of ASSIGNOR.
3.5. The ASSIGNOR reserves the right to reuse and re-license portions of the SOFTWARE as desired, as long as the portions are general solutions to common problems and are not specific to the ASSIGNEE’s needs.
3.6. The patrimonial copyrights over the SOFTWARE will be transferred to the ASSIGNEE upon receipt of payment in full.
3.7. The transfer of patrimonial copyrights over the SOFTWARE is exclusive.
3.8. Any portions of the SOFTWARE that is not owned by the ASSIGNOR are licensed under their own license AGREEMENT and they are not charged by the ASSIGNOR
3.9. The exclusive transfer of patrimonial copyrights over the SOFTWARE is carried on indefinitely and is not restricted territorially.
3.10. The SOFTWARE will not be deemed a “work-for-hire”, as that term is defined under U.S. Copyright Law
3.11. Whatever rights ASSIGNOR grants to the ASSIGNEE are contained in this AGREEMENT.
4. ASSIGNOR RESPONSIBILITIES
4.1. ASSIGNOR will create the SOFTWARE as requested by the ASSIGNEE in Annex 1.
4.2. ASSIGNOR will test the SOFTWARE to make sure it’s working as requested in Annex 1.
5. ASSIGNEE RESPONSIBILITIES
5.1. ASSIGNEE agrees to provide a list of all the SOFTWARE requirements in the Annex 1.
5.2. ASSIGNEE agrees to test the SOFTWARE and notify in writing if the SOFTWARE does not perform in accordance with Annex 1.
6. REMUNERATION AND PAYMENT TERMS
6.1. The ASSIGNEE agrees with the ASSIGNOR that the remuneration should be calculated based on the requirements presented in Annex 1
6.2. The ASSIGNEE agrees to pay the remuneration of the ASSIGNOR within 10 days after receiving the SOFTWARE.
7.1. ASSIGNOR Indemnity. In performing work under this AGREEMENT, ASSIGNOR agrees not to design, develop, or provide to ASSIGNEE any items that infringe one or more patents, copyrights, trademarks or other intellectual property rights (including trade secrets), privacy, or other rights of any person or entity. If ASSIGNOR becomes aware of any such possible infringement in the course of performing any work hereunder, ASSIGNOR shall immediately so notify ASSIGNEE in writing. ASSIGNOR agrees to indemnify, defend, and hold ASSIGNEE, its officers, directors, members, employees, representatives, agents, and the like harmless for any such alleged or actual infringement and for any liability, debt, or other obligation arising out of or as a result of or relating to (a) the AGREEMENT, (b) the performance of the AGREEMENT, or (c) the Deliverables, other than ASSIGNEE’s responsibilities and ASSIGNEE Content. This indemnification shall include attorney’s fees and expenses, unless ASSIGNOR defends against the allegations using counsel reasonably acceptable to ASSIGNEE. ASSIGNOR’s total liability under this AGREEMENT shall not exceed the amount of the Development Fee derived by ASSIGNOR under this AGREEMENT.
7.2. ASSIGNEE Indemnity. ASSIGNEE shall indemnify and hold harmless ASSIGNOR (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) incurred by ASSIGNOR as a result of any claim, judgment, or adjudication against ASSIGNOR related to or arising from
(a) any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by ASSIGNEE to ASSIGNOR (the “ASSIGNEE Content”), or (b) a claim that ASSIGNOR’s use of the ASSIGNEE Content infringes the intellectual property rights of a third party. To qualify for such defense and payment, ASSIGNOR must: (i) give ASSIGNEE prompt written notice of a claim; and (ii) allow ASSIGNEE to control, and fully cooperate with ASSIGNEE in, the defense and all related negotiations.
8.1. The parties agree to hold each other’s Proprietary or Confidential Information in strict confidence during the time of this AGREEMENT or at any time thereafter.
8.2. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral agreements, trade secrets, know-how, business methods, business policies, memoranda, reports, records, customer and prospective client information, computer retained information, notes, or financial information.
9. FORCE MAJEURE
A party shall not be liable for any failure of or delay in the performance of this AGREEMENT for the period that such failure or delay is due to causes beyond its reasonable control, including but not limited to natural disaster, power outages, war, strikes or labor disputes, embargoes, government orders or any other force majeure event.
This AGREEMENT shall be governed by and construed in accordance with the laws of the Romania applicable therein. ASSIGNEE and ASSIGNOR agree to make a good-faith effort to resolve any disagreement arising out of, or in connection with, this AGREEMENT through negotiation. Should the parties fail to resolve any such disagreement, any controversy or claim arising out of or relating to this AGREEMENT, including, without limitation, the interpretation or breach thereof, shall be submitted by either party to mediation.