TERMS OF SERVICE
This website is operated by Romy Singh, Proprietor. Throughout the site, the terms “I”, “MINE”, “WE”, “US” and “OUR’ refer to Romy Singh Proprietor. We offer this website, including the service, tools, and all the information available from this site to you, the user, the client, conditioned upon your acceptance of all terms, conditions, and policies written here.By visiting my site, and or purchasing any services, or products from us, you agree to be bound by the following terms and conditions.
1: Intellectual Property Rights
Pre-existing intellectual property
Freelancer will not use any Freelancer or third-party Pre-Existing Intellectual Property in connection with this Contract unless Freelancer has the right to use it for Customer’s benefit. If Freelancer is not the owner of such Pre-Existing Intellectual Property, Freelancer will obtain from the owner any rights as are necessary to enable Freelancer to comply with this Contract.
Freelancer grants Customer a non-exclusive, royalty free, worldwide, perpetual and irrevocable license in Freelancer and third-party Pre-Existing Intellectual Property, to the extent such Pre-Existing Intellectual Property is incorporated into any Deliverable, with the license including the right to make, have made, sell, use, reproduce, modify, adapt, display, distribute, make other versions of and disclose the property and to sublicense others to do these things. Freelancer will not incorporate any materials from a third party, including Open Source or freeware, into any Deliverable unless (i) Freelancer clearly identifies the specific elements of the Deliverable to contain third party materials, (ii) Freelancer identifies the corresponding third-party licenses and any restrictions on use thereof, and (ii) approval is given by Customer in writing.
Freelancer represents, warrants and covenants that Freelancer has complied and shall continue to comply with all third-party licenses (including all open-source licenses) associated with any software components that will be included in the Deliverables or any other materials supplied by Freelancer.Freelancer shall indemnify Customer against any losses and liability incurred by Customer due to failure of Freelancer to meet any of the requirements in any of the third-party licenses.
Ownership of deliverables
Subject to Freelancer and third party rights in Pre Existing Intellectual Property, all Deliverables, whether complete or in progress, and all Intellectual Property Rights related thereto shall belong to Customer and Freelancer hereby assigns such rights to Customer.
Freelancer agrees that Customer will own all patents, inventor’s certificates, utility models or other rights, copyrights or trade secrets covering the Deliverables and will have full rights to use the Deliverables without claim on the part of Freelancer for additional compensation and without challenge, opposition or interference by Freelancer and Freelancer will, and will cause each of its Personnel to, waive their respective moral rights therein.Freelancer will sign any necessary documents and will otherwise assist Customer in securing, maintaining and defending copyrights or other rights to protect the Deliverables in any country.
No rights to customer intellectual property
Confidential Information does not include:
- Information that is or becomes publicly known without restriction and without breach of this Contract or that is generally employed by the trade at or after the time the Receiving Party first learns of such information;
- Generic information or knowledge which the Receiving Party would have learned in the course of similar employment or work elsewhere in the trade;
- Information the Receiving Party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation;
- Information the Receiving Party rightfully knew prior to receiving such information from the Disclosing Party to the extent such knowledge was not subject to restrictions on further disclosure; or
- Information the Receiving Party develops independent of any information originating from the Disclosing Party.
Customer confidential information
The following constitute Confidential Information of Customer and should not be disclosed to third parties: the Deliverables, discoveries, ideas, concepts, software in various states of development, designs, drawings, specifications, techniques, models, data, source code, source files and documentation, object code, documentation, diagrams, flow charts, research, development, processes, procedures, “know-how”, marketing techniques and materials, marketing and development plans, customer names and other information related to customers, price lists, pricing policies and financial information, this Contract and the existence of this Contract, and any work assignments authorized or issued under this Contract.Freelancer will not use Customer’s name, likeness, or logo (Customer’s “Identity”), without Customer’s prior written consent, to include use or reference to Customer’s Identity, directly or indirectly, in conjunction with any other clients or potential clients, any client lists, advertisements, news releases or releases to any professional or trade publications.
Right to disclose
With respect to any information, knowledge, or data disclosed to Customer by the Freelancer, the Freelancer warrants that the Freelancer has full and unrestricted right to disclose the same without incurring legal liability to others, and that Customer shall have full and unrestricted right to use and publish the same as it may see fit.Any restrictions on Customer’s use of any information, knowledge, or data disclosed by Freelancer must be made known to Customer as soon as practicable and in any event agreed upon before the start of any work.
3: Conflict of Interest
Freelancer represents that its execution and performance of this Contract does not conflict with or breach any contractual, fiduciary or other duty or obligation to which Freelancer is bound. Freelancer shall not accept any work from Customer or work from any other business organizations or entities which would create an actual or potential conflict of interest for the Freelancer or which is detrimental to Customer’s business interests.
Rights to Terminate
- Either party has the right to terminate this project agreement at any time by providing written notice to the other party. Upon termination, all work completed and submitted up until that point shall be compensated for in accordance with the agreed-upon payment terms.
- In the event of early termination by the client, the freelancer shall be entitled to receive compensation for the work completed up until the termination date, as well as reimbursement for any out-of-pocket expenses incurred solely as a result of the project.
- If termination is initiated by the client due to unsatisfactory performance or failure to meet agreed-upon deadlines, a fair assessment of completed work will be made by both parties. The freelancer will receive compensation based on the amount and quality of completed work, as determined jointly by both parties in good faith.
- In cases where termination occurs due to circumstances beyond the control of either party (force majeure events), such as natural disasters or acts of war, neither party shall be held liable for any resulting losses or damages caused by such termination.
- If termination is initiated by the freelancer due to non-payment or delayed payment beyond a specified timeframe, the freelancer reserves the right to retain ownership and copyright of all previously submitted work until full payment has been received. Furthermore, late fees may be charged on overdue payments as specified in our payment terms.
- The freelancer reserves the right to terminate this project agreement if they believe that continuing collaboration would infringe upon their professional reputation or ethical standards. In such cases, sufficient notice will be given, and no further compensation will be owed from either party, except for payment accrued up until that point.
- Termination of this agreement shall not relieve either party of obligation to make payment for services rendered or expenses incurred prior to the effective date of termination.
Freelancer warrants that:
- The Services and Deliverables are original and do not infringe upon any third party’s patents, trademarks, trade secrets, copyrights or other proprietary rights.
- It will perform the Services hereunder in a professional and workmanlike manner.
- The Deliverables Freelancer provides to Customer are new, of acceptable quality free from defects in material and workmanship and will meet the requirements and conform with any specifications agreed between the parties.
- It has all necessary permits and is authorized to do business in all jurisdictions where Services are to be performed,
- It will comply with all applicable federal and other jurisdictional laws in performing the Services,
- It has all rights to enter into this Contract and there are no impediments to Freelancer’s execution of this Contract or Freelancer’s performance of Services hereunder.