Sales Literature

Sales literature is not applicable for this SKU.

Service Specific Terms

Whereas, Customer (henceforth “Company”, “You”, “Your”) seeks to retain CitizenDeveloper (henceforth “We”, “Us”, “Our”) to perform professional services to deliver a set of Deliverables;

• Deliverables.
  • This Professional Services SKU is for the delivery of a designated set of Deliverables.  All professional services Deliverables will be defined by a Scope of Work (Scope) or by the more specific standard of Statement of Work (SOW).  Deliverables described by the very general standard of a Scope are always subject to significant variation and are always provided as-is. Deliverables described by the very specific standard of a SOW are governed entirely by the words used in that SOW.  Only deliverables set apart and labeled with the phrase “Statement of Work” or “SOW” may be treated as such under these Service Specific Terms. For clarity, Scope is a much looser standard than a Statement of Work.
  • In all cases where a requirement is not explicitly and literally described by a SOW or a Scope and there is subsequently a dispute about the specific details of that requirement and/or whether the requirement is included in the SOW or Scope, the requirement will be adjudicated to be the lesser requirement of the disputed details.
• Key Team Members.
  • “Engagement Manager” shall be an individual designated by Company to oversee the work performed under this Professional Services SKU.  The Engagement Manager shall be CitizenDevelopers primary point of contact with Company.
  • “Lead Developer” shall be a professional designated by CitizenDeveloper to oversee the Professional Services SKU(s) designated by this Order and to be the primary technical contact with Company for the duration of this Professional Services SKU(s).
  • “Direct Sales” shall be a professional designated by CitizenDeveloper to oversee the general business relationship with the Company for the duration of this Professional Services SKU(s).
• Team Members will be Qualified
  • CitizenDeveloper shall ensure that each member of its Staff assigned to provide Professional Services are properly trained and/or properly supervised, and are fully equipped to perform assigned tasks.
  • Key Personnel will be determined by CitizenDevelopers Lead Developer and the Direct Sales personnel.
  • Replacement of any Key Personnel will be determined by CitizenDeveloper pursuant to the terms and conditions of this Professional Services SKU.
  • All replacement personnel must be qualified to assume the duties and responsibilities of the position and to provide the same levels of effort as the replaced staff, with no adjustment to the prices set forth in the task.
  • CitizenDeveloper shall be responsible for providing trained, experienced staff for performing the work ordered under this Professional Services SKU, and for continuously monitoring, managing and controlling the work of its staff.
  • CitizenDeveloper shall make reasonable efforts to retain staff members who have gained experience on this Deliverable, and to minimize staff turnover.
• Directions pertaining to Deliverables.
  • CitizenDeveloper shall accept direction only from authorized Company representatives who shall include the Engagement Manager or any representative who is authorized by Company.  The primary authorized Company representative from whom CItizenDeveloper shall take direction is the Customers Engagement Manager.
  • Authority of Engagement Manager.  The Engagement Manager shall have full authority to act on the behalf of Company for negotiating with CitizenDeveloper a Work Schedule, any amendments thereto, and negotiating any other decisions relating to the Deliverables or Delivery Schedule.
• Delays and Changes
  • In the event CitizenDeveloper encounters difficulty in meeting performance requirements, or when it anticipates difficulty in complying with the Deliverables delivery schedule or completion date, or whenever CitizenDeveloper has knowledge that any actual or potential situation is delaying or threatens to delay the timely performance of the Professional Services SKU, CitizenDeveloper shall immediately notify Company’s Engagement Manager, in writing, giving pertinent details. Such notice shall be informational only in character and shall not be construed as a waiver by Company of any delivery schedule or date, or of any rights or remedies provided by law or under this Professional Services SKU unless the cause of the delay or change to the Deliverable is outside of the control of CitizenDeveloper, in which case it shall constitute a waiver.
• Inspection.
  • No inspection shall relieve Us of Our obligations to furnish all work in accordance with the requirements of this SKU. Negative inspection results must be corrected within a reasonable timeframe. We shall be responsible for replacement or corrections to the Deliverable as necessary to meet the requirements of this Professional Services SKU. We shall not resubmit rejected work without disclosing the corrective action taken.
• Acceptance.
  • Your acceptance of any phase or sprint of Deliverables, or Your failure to reject any Deliverables within 30 days of delivery shall be deemed unconditional and irreversible acceptance, and a complete release and hold harmless of that Deliverable.
• Intellectual Property.
  • We acknowledge and agree that all contributions made by CitizenDeveloper to Your Application shall be made as work­-made-­for-­hire as contemplated and defined in Section 101 of the US Copyright Act of 1976, as amended, and shall be owned exclusively by You.
  • Any contributions made by Us or You to the Platform, Admin Platform, Software or other services collectively described as the ‘CitizenDeveloper Platform’ shall, in all circumstances, be owned exclusively by Us.
  • All data submitted to the service belongs to You, including code and metadata created using the CitizenDeveloper Platform.
  • All confidential and/or trade secret materials provided by You to Us to assist Us in the delivery of the Deliverables shall remain Your property at all times.
  • Use of an Application created using the CitizenDeveloper Platform requires a valid CitizenDeveloper Application Installation License.
  • CitizenDeveloper will ensure that any of its personnel providing services under this Agreement shall have provided, in writing, an irrevocable transfer and assign of all worldwide patents, patent applications, copyrights, mask works, trade secrets and other intellectual property rights relating to the work provided.  The terms of this section shall apply to all Subcontractor personnel, explicitly including personnel designated as employees or as non-employee independent contractors.
• Incidents
  • We will promptly notify Company and provide a report of any accidents or security incidents involving loss of or misuse or damage to Company’s intellectual property that is the subject of this Professional Services SKU
  • Our personnel will not remove Company assets from Company’s premises without authorization from Company. As it pertains to delivering this Professional Services SKU, We will use Company assets only for purposes of this Deliverable. We will only connect with, interact with or use computer resources, networks, programs, tools or routines that Company reasonably agrees are needed to provide the Deliverables, and We will not share or disclose user identifiers, passwords, cipher keys or computer dial port telephone numbers beyond that reasonably required to deliver these Deliverables.
  • We will comply at all times with any general on-premise guidelines.
  • Company may, at its sole discretion, have CitizenDeveloper remove any specified CitizenDeveloper employee or Subcontractor from Company’s premises. Company shall provide written notice of its intent to remove such specified employee.
  • We shall provide Company any information about Our personnel that Company is required by law to obtain so long as that information does not conflict with CitizenDevelopers own legal obligations for the protection of the requested information.
• Employee Status.
  • CitizenDeveloper shall be solely responsible for paying salary and benefits and complying with all other applicable laws, rules and regulations with regard to its employees. CitizenDeveloper has advised its employees that neither We nor any of Our Staff are employee(s) of the Company and are not entitled to (and also hereby waive) any benefits provided or rights guaranteed by the Company, or by operation of law, to their respective employees. The Company will make no deductions from fees paid to CitizenDeveloper for any federal or state taxes (except as required under any applicable state law for withholding or income of foreign corporations not qualified to do business in the state) or FICA, and the Company has no obligation to provide Workers Compensation coverage. It shall be CitizenDevelopers sole responsibility to provide Workers Compensation and, if applicable, pay any premium “overtime” rate, for its employees who work on the project covered by this Professional Services SKU and to make required FICA, FUTA, income tax withholding or other payments related to such employees. Pertaining exclusively to the above described employment matters, if any claims brought or threatened by any party against the Company relating to the status, acts or omissions of CitizenDeveloper or its Staff, We agree to cooperate in all reasonable respects, including, but not limited to, affirm that Our Staff are of independent contractor status pursuant to the terms of this Agreement. We hereby agree to indemnify, defend and hold harmless Company from and against any and all liability relating to the employment status of any of Our Staff.
  • If CitizenDeveloper engages subcontractors to perform any of the tasks required by this Professional Services SKU, Subcontractor shall require all such subcontractors to adhere to all relevant provisions of this Professional Services SKU.
  • Company shall not solicit CitizenDeveloper staff, without CitizenDeveloper’s prior written consent, as an employee or agent of Company, nor shall they hire CitizenDeveloper staff as an employee or agent within 12 months from completion of employment with CitizenDeveloper.
• Warranty.
  • We warrant that the Professional Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards.
  • For clarity, note that We specifically do not warrant that any particular piece of functionality, user experience, interface, data operation or other performance will achieve any particular result or benchmark or satisfy any particular industry standard that is not explicitly and literally detailed in a SOW; only that We will deliver Professional Services, according to a specific SOW, in a professional and workmanlike manner.
  • For any breach of the above warranty, Your exclusive remedy and Our entire liability will be the re­performance of the applicable Professional Services. If We are unable to re­perform the Professional Services as warranted, You will be entitled to recover the portion of Professional Services fees paid to Us for the specific Statement of Work that describes the deficient Professional Services (such amount to be calculated based on a proration of the warranted SOW as a portion of the entire project). You must make any
    claim under the foregoing warranty to Us in writing within 60 days of performance of such Professional Services in order to receive warranty remedies.
  • Disclaimer. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
• Special Provisions for Retainer Services.
  • From time to time You may enter into an agreement whose Scope or SOW identifies it as a “Retainer” or for “Retainer Time” or “Retainer Services”. You hereby acknowledge that in a Retainer Agreement, a resource works solely at Your discretion, and that We are only responsible for providing a quantity of hours of a professionally competent resource according to Your direction and the applicable SOW.  As such, no other provisions for Warranty, Acceptance, definition of Scope, Statements of Work, or similar provision will apply. All Retainer Agreement services are delivered on a time and materials basis and “as-­is” without exception. Your use of Retainer Services shifts the burden to You for adherence to any software development best practices such as allowing for ample testing and remediation time, and for ensuring the quality or completeness of any final result.
  • FOR ANY DELIVERABLES THAT HAVE BEEN PROVIDED OR MODIFIED USING RETAINER SERVICES, CITIZENDEVELOPER SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES WHETHER EXPRESS OR IMPLIED AND ALL OTHER REMEDIES FOR THOSE DELIVERABLES UNLESS OTHERWISE SPECIFIED UNDER THIS AGREEMENT.

Technical Documents