Development Account Terms

1. $25 APPLICATION FEE

There is a $25 application fee to open a new Development Account.

2. CREDIT CARD ON FILE

Client agrees to keep a credit card on file with Company. The Company is authorized to bill against the credit card for Work performed and reasonable materials. The Company will send the Client a cash receipt for each transaction. In the event the Company cannot charge against the credit card, the Client agrees to provide a new credit card within two days or send a check for full payment within ten days.

3. PAYMENT RATE

The Client will be billed at $110 per hour for project work ("Regular Rate") or $55 per hour for travel ("Travel Rate").

4. PRE-PAY SUPPORT HOURS @ A DISCOUNT

You can pre-pay for support hours in our online store and receive a discount off your regular rate. Visit www.prestwood.com for more info.

FAQ:

• Can I pay with a check?
  Yes, when you checkout, specify offline order.
   
• When does my pre-paid rate start?
  The same day we receive payment.

The Fine Print:

• To take advantage of this offer, you MUST use our online store to purchase pre-paid hours.
   
• Any pre-paid money will be applied to any unpaid balance at the rate of the invoice prior to applying remaining money to new work. This means you may want to first pay any outstanding balance prior to purchasing pre-paid hours.
   
• You must schedule the start of the work within one year of date of purchase.
   
• Pre-paid hours expire one year after purchase date. This means you must use up all pre-paid hours within one year of the date of purchase. No refunds on pre-paid hours.
   
• The pre-paid support hours apply to any work done on or after the date of purchase. Sorry, pre-paid hours do NOT apply to past work.
   
• To receive the continuous rate, all resources assigned must be allowed to use the hours continuously as their schedule allows. You should assume you need to assign work based on continuous 8 hour a days, five days a week) and you must assign and authorize enough work for them to work continuously.
   
• If you do not have continuous work or if you fail to provide continuous work, remaining balance from that point will be applied to the next highest "use anytime" rate. For example, if you pre-pay for 120 hours at the prepaid rate of $81 per hour. We start the work and then you stop the work after just a few hours. The rate raises to the appropriate use anytime rate (for example $88 per hour). We will still honor your retainer.
   

• For certain work requiring highly specialized personnel or technology, Prestwood reserves the right, with your approval, to charge appropriately for such expertise.
   

• We reserve the right to refuse the selling of pre-paid hours to anyone for any reason. If we refuse your order, we will refund your money.

5. Emergency Rate

For emergency work, your regular rate is doubled. We will ONLY invoke our emergency rate if you agree to it (no surprises). Usually, this means you need something done today and we must interrupt our queue of work.

6. BILLING RELATIONSHIP

It is expressly agreed by the parties that this is a task oriented time and material agreement with no performance clauses indicated unless expressly stated otherwise.

The Fine Print: Other billing arrangements executed under this Development Account, such as deliverables-based fixed bids, must be agreed upon ahead of time in writing. To receive a fixed bid, provide us with a complete and precise description of deliverables. If you need help developing a complete and precise description of deliverables, contact us.

7. One Hour Minimum

There is a one hour minimum charge each time you engage our services. It is our goal to first meet then exceed your expectations. However, we have a one hour minimum charge because it takes time to wind down from one task and wind up to another.

1. NON-DISCLOSURE AGREEMENT ("NDA")

It is agreed that all work done on behalf of the Client is confidential and may contain trade secrets of Client. Prestwood agrees to maintain the confidentiality of all information and material it may receive or otherwise become aware of relating to Client and/or the work it may perform for Client, including but not limited to software development, tools, architectures, and the Client's business. Prestwood's confidentiality obligation shall survive the completion or termination of this Agreement.

2. WARRANTIES AND DEFECTS

Client understands that this agreement establishes a time and materials billing relationship. Therefore, software developed under this agreement is provided on an "as is" basis, without any warranties or representations express, implied or statutory; including, without limitation, warranties of quality, performance, non-infringement, merchantability or fitness for a particular purpose. Nor are there any warranties created by a course of dealing, course of performance or trade usage. Company does not warrant that the software will meet Customer's needs or be free from errors, or that the operation of the software will be uninterrupted. The foregoing exclusions and disclaimers are an essential part of this agreement and formed the basis for determining the price charged for the software.

Company agrees to fix defects for a period of six months after delivery of work product on a time and material basis under this agreement.

3. OWNERSHIP OF WORK PRODUCT

3.1 Work Product Ownership

It is expressly agreed by the parties that the Client owns the Work Product. Ownership of the Work Product includes but is not limited to unlimited use and licensing of the final software product including the right to sell and distribute the Work Product. Furthermore, the Client agrees that if payment is not received in full or this project is terminated prior to completion, the Company retains ownership of the Work Product.

3.2 Source Code Ownership

It is expressly agreed by the parties that source code shall belong to the Client. Ownership of code includes the right to reuse any and all source code on future projects. Furthermore, the Client agrees that if payment is not received in full or this project is terminated prior to completion, the Company retains ownership of the Source Code. It is also agreed by the parties that Company retains the right to take parts from the Source Code to add to Company's Background Technology.

4. Background Technology

Client acknowledges that Company owns Company-Owned Background Technology and/or holds a license to use and sublicense Third-Party Background Technology.

5. Background Technology Usage

Company retains all right, title, interest, including all copyright patent rights and trade secret right in the Company-Owned Background Technology. Subject to full payment of the consulting fees due under this Agreement, Company grants Customer nonexclusive, perpetual worldwide license to use the Company-Owned Background Technology used in the Work Product. Usage of Background Technology does not include any Third-Party licensing client may need to utilize the Work Product or source code.

6. NO COMPETITION

The Client agrees not to make a job offer to any Prestwood representatives. The Client understands that making a Job Offer to a Prestwood representative impedes Prestwood's ability to make a living. The Client's No Competition obligation shall survive the completion or termination of this Agreement.

7. THE PRESTWOOD STANDARDS

The employment of Prestwood Standards are subject to modification according to the scope of the work performed.

8. AGREEMENT DISPUTES

8.1 Mediation and Mediator

If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help of a mutually agreed-upon mediator in the following location: Sacramento, California.  The parties shall share any costs and fees other than attorney fees associated with the mediation equally.

8.2 Arbitration

If it proves impossible to arrive at a mutually satisfactory solution through mediation, the parties agree to submit the dispute to binding arbitration in the Sacramento, California under the rules of the American Arbitration Association. Judgment upon the award rendered by the arbitrator may be entered in any court with jurisdiction to do so.

8.3 Attorney Fees

If any legal action is necessary to enforce this Agreement, the prevailing party shall be entitled to reasonable attorney fees, costs and expenses.

8.4 Applicable Law

The laws of the State of California will govern this Agreement. If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.

9. TERMINATION

Either party may terminate this agreement at any time and for any reason. Except for successful completion of the project, termination of this agreement must be done in writing by authorized personnel. In the event this agreement is terminated, the Client agrees to pay for all work completed up to and including the date written notification was received.

10. RETURN OF MATERIALS

Prestwood will, upon request of the Client, return all material provided to Prestwood by the Client and Prestwood will turn over all work done on behalf of Client for which payment has been received in full.