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mPower Subscription Terms & Conditions

Our reputation has been built on quality work at a fair price. We take pride in enjoying long-lasting relationships with our clients — which speaks far more than any advertising or marketing materials could. A cornerstone of our success is transparency. We don't do murky. We like everything upfront and without misinterpretation.

 

To that end, we operate according to some very simple yet important terms.

 

Solution License

Consultant hereby grants you (the "Client") a non-exclusive, irrevocable, royalty-free, fully paid license to use the software globally on a single production (aka. Live) Magento environment during the contract term and any other Magento environments which are not used to conduct business with the Client's customers.

 

Services

  1. Consultant shall carry out the services as set out in this Action Plan and described above ("Investment") with reasonable diligence and dispatch and with reasonable skill and expertise.
  2. Unless otherwise agreed, Consultant shall ensure that all software (in both source and object code forms), supporting documents, release notes, necessary build tools, marketing, technical and commercial information, statistics, charts, diagrams, techniques of whatever nature, designs, developments, drawings, documents, ideas, discoveries, fabrics, inventions and/or information designed, developed, produced, invented, originated or generated in the course or otherwise as a result of Consultant's performance of Services (collectively, the "Deliverables") shall be the original work of PowerSync and its personnel.
  3. Consultant shall:
    1. provide the Services and the Deliverables in accordance with this Action Plan;
    2. ensure that the Investment and Deliverables will conform in all respects with this Action Plan and that the Deliverables shall be fit for any purpose expressly or implicitly made known to Consultant by the Client;
    3. perform the Services with the highest level of care, skill, and diligence in accordance with best practices in the Consultant's industry, profession, or trade;
    4. ensure that the Deliverables and all goods, materials, standards, and techniques used in providing the Services are of the best quality and are free from defects in workmanship, installation, and design;
    5. that the provision of the Services will comply with all relevant laws, rules, regulations, decrees, and other ordinances issued by any governmental or other state authority as at the date of their supply to the Client;
    6. that none of the Services or Deliverables infringe or will infringe, misappropriate or otherwise violate the rights, including but not limited to any intellectual property rights, of any third party.

Termination and Termination Fee

  1. Except as provided below, this Action Plan, and the Services to be performed under it, shall commence on the Effective Date of this Action Plan and will remain in effect for a period of
  2. Consultant or Client may terminate this Action Plan upon giving thirty (30) day's prior written notice thereof to the other party.
  3. Upon termination or cancellation of this Action Plan, Client shall be liable to Consultant for charges for Services performed by Consultant and accepted by Client prior to receipt of notice of termination or cancellation. The terms and conditions in this Action Plan that by their sense and context are intended to survive the performance hereof by either or both parties hereunder shall so survive the termination, cancellation, or completion of performance of this Action Plan.
  4. Termination Fee. In the event that this Action Plan is terminated by the Client for convenience, PowerSync shall receive a termination fee (the "Termination Fee") equal to the 20% of the total term amount.
  5. Upon completion of Consultant's Services hereunder or termination of this Action Plan or at such other time as may be requested by either party, the Client shall remove the product from all systems: laptops, notebooks, and servers.

License Renewal

  1. The Action Plan shall automatically renew for successive one (1) year terms (each a "Renewal Term") unless the Consultant or the Client has provided the other with written notice prior to thirty (30) days before the expiration of the Initial Term or any Renewal Term that it does not desire such automatic renewal.
  2. The consultant will increase the price of the products and services by 10% annually for each Renewal Term. Products and services that are subject to a multi-year engagement are not subject to this additional price increase unless both Parties agree in writing.

Force Majeure

  1. Neither Consultant nor Subcontractor shall be liable for any damages, claims, or liability of any kind arising from delay in performance caused by a "Force Majeure Event". As used herein, "Force Majeure Event" shall mean acts of God; acts of terrorism; explosion; fire; extreme weather conditions; flood; drought; epidemic; pandemic, quarantine, earthquake; riot; insurrection; blockade; war or other hostilities; strike, lockout or other industrial disturbance; act or restraint of governmental authority whether valid or invalid; the refusal or failure of any governmental authority to promptly issue or grant any necessary governmental authorizations, funds, permits, licenses, certificates or approvals or the action or inaction of any governmental authority which causes the lapse or expiration of any of the foregoing; shortages of materials or products to be incorporated in the Services, and any other cause or event which is reasonably beyond the control of the Party and which the Party is neither able to foresee nor able to overcome by the exercise of reasonable diligence. If any delay in Subcontractor's performance is attributable to a Force Majeure Event, the time for performance shall be extended for a period equal to the time of the delay caused by the Force Majeure Event.

Solution License Billing & Payments

  1. Consultant shall automatically bill Client on a monthly basis per fee schedule from above ("Investment").
  2. The Client is responsible for providing complete and accurate billing and contact information to Consultant and notifying the Consultant in writing of any changes to such information.

Default

The occurrence of the following event shall constitute a default of this agreement:

  • The Consultant does not receive payment for one or more undisputed automatic bills 60 days after the invoice due date.
  • When the agreement goes into default, Consultant has the right to cancel the agreement by providing written notice to the other party in writing (email). All outstanding invoices must be paid to Consultant within 30 days of the cancelation notice.

Warranty and Indemnification

Consultant warrants that the services provided under this agreement are materially compliant with the action plan and other written documentation provided to Client. If any complications arise as a result of our work once the code is promoted to final, live servers

Consultant warrants and represents that:

  1. a) The Software, Services, and Deliverables are proprietary to the Consultant, and it has the right to license and/or assign, as necessary, all intellectual property rights in and to the Software, Services, and Deliverables to the Client;
  2. b) none of the Software, Services, and Deliverables supplied by the Consultant, nor receipt of the Services, infringes the intellectual property rights of any third party.

SUBJECT TO THE WARRANTIES ABOVE, THE SOFTWARE AND DOCUMENTATION IS PROVIDED "AS IS" AND ANY WARRANTY (EXPRESS OR IMPLIED), CONDITION OR OTHER TERM OF ANY KIND, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE IS HEREBY EXCLUDED.

 

Consultant shall indemnify the Client against all liabilities, costs, expenses, damages, and losses (including any direct, indirect, or consequential losses, loss of profit, loss of reputation and all interest, penalties, and legal and other professional costs and expenses) suffered or incurred by the Client arising out of or in connection with any claim that the use of the Software and Deliverables, or receipt of the benefit of the Services, by the Client infringes third party intellectual property rights.

 

IN NO EVENT SHALL THE COMPANY, TECHNWEB INC, OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS OR REVENUES, COSTS OF REPLACEMENT GOODS, LOSS OR DAMAGE TO DATA ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR DOCUMENTATION, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY EVEN IF COMPANY OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

IN NO EVENT SHALL THE COMPANY, TECHNWEB INC, OR ITS SUPPLIERS BE LIABLE FOR ANY USE OF THE SOFTWARE BY THE CLIENT OR THE THIRD PARTIES FOR ILLEGAL PURPOSES.

 

Consultant shall not be liable for defects in Adobe's Magento platform (aka. Adobe Commerce), except to the extent Consultant caused and/or is responsible for the defect. Consultant shall only be responsible for remedying defects within its control in relation to its integration plug-in.