Neverfail Professional Services Agreement
This Professional Services Agreement ("Agreement"), effective as of the Effective Date of the End-User License Agreement ("EULA"), establishes the terms and conditions between the Licensee (referred to as "Customer") and Neverfail LLC. This Agreement is considered an Appendix to the Neverfail EULA and is binding upon acceptance of the terms during the download or installation of the Licensed Software.
Acceptance of Terms
By clicking "I Accept Terms of the License Agreement" during the download or installation of the Neverfail Licensed Software, or upon signing a paper copy of the EULA, the Customer acknowledges having read, understood, and agrees to be bound by the terms outlined in this Agreement. Failure to agree with and comply with these terms renders the Customer ineligible to receive Professional Services.
Scope of Services
Statement of Work (SOW)
The specific services to be provided by Neverfail under this Agreement (the "Services") will be detailed in a mutually agreed Statement of Work (SOW).
Neverfail Personnel
Neverfail will furnish Customer with qualified personnel ("Personnel") to perform the Services. All Services will be conducted either at Neverfail's facilities or at the Customer's place of business. Neverfail is responsible for supervising Personnel during the Services.
Fees, Invoices, and Payment Terms
Fees
Fees for Services under this Agreement will be based on Neverfail's current charges or as quoted by Neverfail. Payment for services is to be completed by the customer before the services are delivered by Neverfail.
Other Fee Terms
Paid fees will not be refunded in case of cancellation or postponement within five (5) business days of the scheduled date or if Customer's equipment, applications or data is not operational during Services, resulting in ineffective or inefficient performance, Customer is liable for Services rendered and actual out-of-pocket expenses incurred by Neverfail.
Third Party Products
Neverfail is not responsible for the specifications or warranties of Third Party Products. Customer must ensure that necessary licenses, consents, and approvals are obtained for Neverfail and its subcontractors to work with Third Party Products.
Proprietary Rights
Tools
Neverfail retains intellectual property rights for tools and software used to deliver Services. Unauthorized use by Customer is strictly prohibited.
Deliverables
Neverfail owns all intellectual property rights, including copyright, for Deliverables created during the performance of Services. Customer is granted a subscription license for internal use upon full payment.
Residuals
Neverfail may use and disclose Residuals acquired during the performance of Services for any purpose. Residuals refer to nontangible information retained by Neverfail's Personnel.
Limited Warranty and Limitation of Liability
Limited Warranty
Neverfail warrants that Personnel possess the necessary technical qualifications and will perform Services in a workmanlike manner. Customer's sole remedy for a breach of this warranty is the re-performance of Services.
Disclaimer
Except for the Limited Warranty, Neverfail makes no other express or implied representations or warranties regarding Personnel, Services, or resulting products.
Term and Termination
This Agreement is effective as of the Effective Date and continues until all obligations are fulfilled or the Agreement is terminated. Termination for convenience is permitted with a 30-day notice. Termination for cause may occur after a material breach, with a 30-day cure period.
Entire Agreement
This Agreement, along with the EULA, constitutes the entire agreement between the parties, superseding all prior representations and agreements. Modifications are valid only through subsequent written amendments or supplemental SOWs signed by authorized representatives of Neverfail and Customer.