This document establishes the Terms of Service and Licensing Agreement (“TOS) for all of Premium Logics Products and/or Services ("Services").
By using and/or subscribing to any of Premium Logics Products and/or Services, you are agreeing to Premium Logics’s Terms of Service and Licensing Agreement (“TOS”), which supersedes all of your previous representations, understandings or agreements with Premium Logics.
If you are entering into this Agreement on behalf of an entity, such as the company you work for, you represent to Premium Logics that you have the legal authority to bind that entity to Premium Logics’s Terms of Service and Licensing Agreement (“TOS”).
Please print this TOS and keep it for your records.
From time-to-time, Premium Logics may make updates to this TOS.
If you have a signed agreement with Premium Logics that references and is attached to a version of Premium Logics TOS that is printed, you are bound by the attached printed version of Premium Logics TOS; otherwise, you are bound by the most recent version of Premium Logics TOS.
If you do not agree to our most recent updates to our TOS when you receive our TOS update notification, please discontinue using our Services.
Model-View-Controller (MVC) is an application architecture system and pattern developed and organized to separate program logic, program action and design, which provide the independent design, development and maintenance of each areas.
Open Source Framework is sets of Open Source Libraries and Tools organized in an architecture system
Development Tools consists of Programming Languages, Databases, Programming Frameworks, Code Libraries, Modules, Application Programming Interface (APIs.)
Common Functions, Classes and Modules are programming functions, programming classes and/or sets of programming functions or programming classes that have common behaviors or operations in building Applications. (For example: uploading photos to a photo library or a contact us form and submission code.)
Customer Data refers to all data including but not limited to personal information, financial information, health information, customer's purchases, customer's billing and shipping information, records, files, materials, reports, forms and other such items that are received, stored, or transmitted using Premium Logics Services.
Confidential Information means all technical, financial and business information of any kind whatsoever including, where appropriate and without limitation, all data, compilations, blueprints, plans, audio and/or video recordings and/or devices, information on computer disks, software, source code, object code, tapes, printouts and other printed, typewritten or handwritten documents, specifications, systems, schemas, methods (including delivery, storage, receipt, transmission, presentation and manufacture of audio, video, informational or other data or content), strategies, business and marketing development plans, customer lists, research projections, processes, techniques, designs, sequences, components, programs, technology, ideas, know-how, improvements, inventions (whether or not patentable or copyrightable), information about operations and maintenance, trade secrets, formulas, models, patent disclosures, information regarding the skills and compensation of Company employees, information concerning the actual or anticipated business, research or development of the Company or its actual or potential customers or partners, information which is or has been generated or received in confidence by or for the Company by or from any person, and any other information as well as any and all tangible and intangible embodiments thereof of any kind whatsoever including, where appropriate and without limitation, all compositions, machinery, apparatus, records, reports, drawings, copyright applications, patent applications, documents and samples, prototypes, models, products, design samples, mock ups, renderings, graphical content, logos, illustrations, branding materials and the like.
Application refers to a Software Application that runs and is accessed over a network such as Internet or Intranet ("Web Application") and/or a Software Application that is designed to run on smartphones or tablet computers ("Mobile Apps").
Application Main Source Code is the Application Source Code that is considered as the primary Application Source Code and is the code from which all copies will be made.
Entity is a person, department, team, corporation, cooperative, partnership, or other group with whom it is possible to conduct business.
Client, You, Your refers to any person or entity who uses or subscribes to Premium Logics Services.
Premium Logics, We, Us , refers to Premium Logics Corporation.
Description of Work refers to the itemized or detailed list of Service items which is included in the Agreement to be provided by Premium Logics and paid by Client.
Staging Link Is a fixed link to the development area of the Application. Client can use that link to review the project progress at anytime.
Software Bugs and/or Errors refers to program bugs, errors and mistakes in design and development including but not limited to Software Bugs, Application Bugs, Software Errors, Design Mistakes, Spelling Errors, Software Interruptions, Database Interruptions, Data Loss.
Premium Logics Services are categorized into the following categories:
The percentage of completed work is evaluated by both parties based on reviewing and comparing the Description of Work to the project progress by reviewing the Staging Link, and adding the percentage of completed work for each module.
Below is a simple example of project cost and installment payments:
Project Cost: $20,000
Example Installments (from Agreement)
$5000 to Commence Work.
$5000 Approximate 35% Project Progress
$5000 Approximate 65% Project Progress
$5000 Completion Payment
Example Modules (from Description of Work)
Module 1: Design (20%)
Module 2: eCommerce Development (30%)
Module 3: CMS Development (30%)
Module 4: Data Migration and Deployment (20%)
Example of Installment Invoices Created:
Week 1 - Commence Work - 1st Installment Invoice is established, billed and paid to start work
Week 3 - Design Completed: 100% (20% of Project) and eCommerce Progress: 50% (15% of Project)
35% of project is completed - 2nd Installment Invoice is established
Week 5 - eCommerce Completed: 100% (30% of Project) and CMS Progress: 50% (15% of Project)
65% of project is completed - 3rd Installment Invoice is established
Week 8 - 100% of project is completed - 4th Installment Invoice is established
The following items are the responsibility of the Client for the successful execution of Client's project and Agreement:
The following items are the responsibility of Premium Logics for the successful execution of Client's project and Agreement:
The following specialized services are sometimes assumed to be part of any project; however, they are separate extended services and unless they are stated and itemized in the Description of Work, they are not part of a typical Premium Logics Agreement:
- Mobile Friendly Website - Content Creation and/or Copy Writing
- Market Research and Analysis
- Usability Research and/or Usability (Focus Group) Testing
- Design, Usability, and/or Brand Consulting
- Technical Consulting
- Technical and/or Development Training
- Search Engine Optimizations and Marketing (SEO/SEM)
- PCI Compliance Scanning and Implementing the Recommended Vulnerabilities Fixes
- Server and/or Web Application Monitoring and Maintenance
- Web Application and/or Mobile App Performance Testing
- Server Hardware and/or Software Performance Testing
- Web Application and/or Mobile App Scaling
- Server Hardware and/or Software Scaling
- Managed Server Security Services and Intrusion Detection Software Installation and Maintenance
- Server Software and Website or Web Application Security Audit, Monitoring and Updates
- Website / Web Application Backup Services or Off site Location Backup Services
The maximum amount of damages that Premium Logics would be liable is for the cost of the item(s) and/or Service item(s) that Client has paid for, but did not receive the item(s) and/or Service item(s).
For example:
If Client paid for a list of items and one of the items was not completed or completed incorrectly, the maximum amount of damages that Client can claim is the cost of that one item that was not completed and/or completed incorrectly.
If Client paid for an Application development, the Application will have a list of the items, and the maximum amount of damages that Client can claim is the cost of the item(s) that Client paid for but the items were not completed and/or completed incorrectly.
If Client paid for hosting at $240 per month and there was an Internet outage, or hardware failure, or a security breach for a given month, the maximum cost damages would be $240 or the prorated outage time rate.
If Premium Logics provides development services for your project, below Licensing and Source Code access terms apply:
Other than item 9. a) i, third party companies' and/or organizations' Development Tools are commonly used in Applications and are provided below AS-IS and as a courtesy. This list is not complete and Client's Application may require using other third party Development Tools.
Premium Logics will be using one or more of the following Development Tools with the following terms and license agreements.
iii. Google APIs Terms of Service:
https://developers.google.com/terms/
vii. Twitter API Terms:
https://dev.twitter.com/terms/api-terms
viii. Google Play Terms of Service:
http://play.google.com/intl/en_us/about/play-terms.html
Premium Logics uses Web Application Framework(s), Mobile App Development Framework(s), JavaScript Libraries and Frameworks, Development Platforms, Programming Languages, Markup Languages and Style Sheets, and uses the versions of the above technologies that are widely available and current at the time of project development. Since software, web browsers, platforms, frameworks, mobile platforms, mobile technologies, and screen resolutions change periodically and unpredictably, Premium Logics can only guarantee the project to be compatible for the platform(s) that were relevant at the time of development.
"Warranty Period" and/or "Beta Launch Period" is a period of 30 days from the project completion date, unless Premium Logics and Client have a written agreement with a different duration for the "Warranty Period" and/or "Beta Launch Period."
Premium Logics will fix any Software Bugs and/or Errors that are developed and/or caused by Premium Logics during the Warranty Period at no cost to the Client. After the Warranty Period, Premium Logics and Client can negotiate a cost or Client can purchase a Maintenance Plan from Premium Logics for any Software Bugs and/or Errors and/or updates and/or changes to the Client's Project.
If the project source code was developed by another programmer and/or company, Premium Logics will not provide any warranty of any kind on Application and/or the source code, and all troubleshooting and/or repairs and/or updates to the Application and/or source code will be charged hourly based on our Maintenance Plan.
During the Warranty Period, it is recommended that the Client fully review and test the Application and submit any Software Bug(s) and/or Error(s) to Premium Logics via Premium Logics's Online Project Management System or via Email in order for Premium Logics to fix the Software Bug(s) and/or Error(s).
Functionalities that were assumed to be part of the project and were not included in the Description of Work, and/or incorrect use of the Application feature(s) and/or Interfaces by Client or its customer(s), are not considered Software Bug(s) and/or Errors.
If Client and/or any third party accesses the Application Main Source Code and/or relocates the Application Main Source Code and/or the database to another server, the Warranty becomes void.
Projects are designed and developed based on progress milestones. Premium Logics provides periodic progress reports and Client reviews the progress and provides feedback or information.
Client can request periodic meetings, agreed by both parties, via phone, conference call or in person (at Premium Logics” s office) to stay pro-active in the design and development project and to discuss and keep track of the project progress and Timeline.
During each progress meeting, Client and Premium Logics will discuss the Timeline and if the progress is behind schedule because of unforeseen circumstances, or newly discovered programming matters, outside the control of Premium Logics, or a delay in content delivery from Client, a new Timeline will be negotiated between the parties.
If Client does not provide timely response and/or feedback to Premium Logics's request for information, content, questions, and/or feedback request(s), the Client Project's Timeline will be extended based on the number of days that were delayed in Client's feedback and/or response. (Typical timely response is within 3 business days).
If Client revises or adds functionalities or design outside the project scope, a new project cost and Timeline will be negotiated between the parties.
If Client's account becomes past due and/or if Client has past due invoices, the Client Project's Timeline will be extended based on the number of days that Client's account is past due and the availability of Premium Logics's staff resources when the Client's account becomes current.
Unless Client and Premium Logics have a written signed agreement that guarantees certain hourly rate(s) or subscription service rate(s) for a fixed period, Premium Logics can change its hourly rate(s) and/or subscription service(s) rate(s) by providing a 60 days notice via Email or through Premium Logics Project Management System.
If you have any material(s) from Premium Logics with advertised rate(s) that are older than 60 days, the advertised rate(s) may be outdated and are subject to change.
Unless Client and Premium Logics have an agreed Timeline or a written signed agreement for Premium Logics to set aside a fixed number of hours for a fixed period of time, Premium Logics does not guarantee availability for any allocated hours of work for any of Client's work requests and/or inquiries.
If Client unknowingly continues to cause network abuses issue(s) for Premium Logics for more than three times, Premium Logics has the right to charge Client hourly for spending resources dealing with the network abuse issue(s) by Client and Premium Logics can terminate Client's Services permanently with Premium Logics once the network abuses issue(s) caused by Client reaches the fourth times.
Premium Logics will not disclose Client’s provided project information including but not limited to Client’s project planning, Client’s project strategies, Client’s project business processes, Client’s project technical processes, Client’s project blueprints, Client’s project specifications, Client’s project wireframing, Client’s project detail or summary, Client’s customers, vendors and/or user information with any person outside of Premium Logics’s owners, employees and/or directors unless Client’s provided information becomes public domain or the provided information has been in the possession of Premium Logics prior to Client’s disclosure and can be verified through Premium Logics’s documentation.
Client will not disclose Premium Logics’s provided information including but not limited to: Premium Logics’s provided quote, Premium Logics’s provided functional specifications, Premium Logics’s processes, Premium Logics’s development technology and approaches, Premium Logics’s provided advise with any person outside of Client, owners, employees, and/or directors unless Premium Logics’s provided project information becomes public domain.
You agree that in the event a dispute arises concerning Premium Logics Services, that such dispute shall be resolved via an arbitration process. Unless the parties specifically agree otherwise in writing, such arbitration shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association.
In the event that any provision of this agreement is held by a court of competent jurisdiction to be unenforceable, then the remaining provisions of this agreement which it evidences, shall remain in full force and effect.
TOS last updated February 5, 2021