Cairn Applications, LLC, hereafter referred to as Cairn, grants limited license to the end user, hereafter referred to as the Client, to use the Scale House application hosted and maintained by Cairn Applications, LLC and publicly accessible by www.scalehouse.software.
Guarantees: While Cairn Applications, LLC will work to maintain maximum uptime, the highest possible performance of the application, and implement innovative features, Cairn makes no guarantees regarding performance or the appropriateness of the application for the Client's use.
Independent Contractor: Cairn and the Client acknowledge that the services rendered under this agreement shall be solely as an independent contractor. Cairn shall not enter into any contract or commitment on behalf of the Client. Cairn further acknowledges that it is not considered an affiliate or subsidiary of the Client, and is not entitled to any employment rights or benefits. It is expressly understood that this undertaking is not a joint venture.
Non-Disclosure: In the course of constructing and maintaining this project, both Cairn and the Client may need to disclose certain privileged information to one another, such as business processes, trade secrets, intellectual property, private communications, etc. which will be considered and referred to collectively in this agreement as "confidential information." Confidential information does not include information that is now or subsequently becomes generally available to the public through no fault or breach on the part of either Party; either Party can demonstrate to have had rightfully in its possession prior to disclosure to the receiving Party; is independently developed by either Party without the use of any confidential information; or either Party rightfully obtains from a third Party who has the right to transfer or disclose it. Both Cairn and the Client agree not to divulge such information as the other party may reasonably deem proprietary, private, or secret unless otherwise specified in writing.
The Parties shall not disclose, publish, or otherwise disseminate confidential information to anyone other than those of its employees and trusted subcontractors with a need to know, and each Party shall take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of Confidential Information. Each Party shall not use confidential information otherwise for its own or any third Party's benefit without the prior written approval of an authorized representative of the disclosing Party in each instance.
Cairn agrees to have limited access to various accounts established and owned by the Client. These may include but are not limited to: banking ( FirstData ), Domain Hosting ( GoDaddy ) , Social Media ( FaceBook, Twitter), Spam Manager ( Dyn ), Email Marketing ( Constant Contact ) or other accounts as it relates to the production and management of the project. Cairn agrees to hold all such account information confidential and secure from the public. The Client agrees to give Cairn limited access to all such accounts that are deemed necessary to manage the project. Cairn may not withdraw or transfer from any account, nor make purchases without the Client's prior consent. Where possible, the Client will create separate credentials (password/useri id) specifically for Cairn to assist in identifying and distinguishing Cairn's activity from that of the Client.
Copyright: All original icons, logos, illustrations, and graphic designs created by Cairn for use on the project are the exclusive property of Cairn Applications. Cairn retains ownership and global copyright to the graphical design of the web site, all graphical design elements, content, domain names, icons, logos, illustrations, and graphic designs appearing on the web site for purposes of marketing, advertising, and promotion of the Client's business and that of its subsidiaries.
Cairn also retains exclusive global copyright to our proprietary code base. This code base, including, but not limited to, web server configurations, business logic classes and files, behavior classes and files, platform common styling components, database schemas, shared data, etc. are the exclusive property of Cairn.
Fees: The current fee structure will be disclosed on the application's web site at www.scalehouse.software/sign-up.html. The Client will submit a valid credit card to pay for all charges related to their Scale House account. The Client explicitly authorizes Cairn to charge said credit card monthly or as appropriate to cover such charges.
Failure to pay: Customers whose credit card declines will have their account terminated and foreit their claim to their data if they do not bring their account current with a valid credit card. Terminated accounts will be charged $100 US to be reinstated.
Termination: Either Party to this Agreement may terminate this Agreement, with or without cause, by providing at least seven (7) days written notice to the other Party. Upon termination of this Agreement, Cairn shall deliver a Termination Invoice for work completed to date, which shall be paid by the Client. The Termination Invoice shall specify all unpaid work hours and any applicable termination fee. Upon termination, the Client may request in writing all Client-owned data to be delivered to the the Client electronically.
Jurisdiction/Disputes: This Agreement shall be governed in accordance with the laws of the State of New Hampshire. All disputes under this Agreement shall be resolved by litigation in the courts of the State of New Hampshire including the federal courts therein and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.
Indemnity: The Client is solely responsible for compliance with the appropriate legal authorities and agrees to defend Cairn in any action arising from this project. Cairn is not responsible for lost revenue, disputes that arise between the Client and their customers, accidents caused by drivers using the driver application, or any other situation not under Cairn Application's direct and immediate control.
Amendments: From time to time Cairn will make changes to these terms and conditions. Cairn will notify the Client in writing of these changes. It is understood that the Client accepts revisions to the terms and conditions unless otherwise indicated in writing to Cairn.
The Client's acceptance of the terms and conditions as well as continued use of the application is sufficient to indicate that they understand and accept and agree to the above terms.