Agreement between User and backupatlas.wpengine.com

Welcome to backupatlas.wpengine.com. The backupatlas.wpengine.com website (the “Site”) is comprised of various web pages operated by Atlas Solutions Group Inc. (“Atlas Solutions Group”). backupatlas.wpengine.com is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the “Terms”). Your use of backupatlas.wpengine.com constitutes your agreement to all such Terms. Please read these terms carefully, and keep a copy of them for your reference.

Atlas Solutions Group is a vendor management system that provides solutions, services and products from its vendors.

Overview

  • Only registered users may buy and sell on Atlas Solutions Group. Registration is free.
  • Only projects completed using the Atlas Solutions Group platform are guaranteed.
  • Vendors gain account statuses (badges) based on their performance, reputation and expertise.

Privacy

Your use of backupatlas.wpengine.com is subject to Atlas Solutions Group’s Privacy Policy. Please review our Privacy Policy, which also governs the Site and informs users of our data collection practices.

Electronic Communications

Visiting backupatlas.wpengine.com or sending emails to Atlas Solutions Group constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communications be in writing.

Your Account

If you use this site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You may not assign or otherwise transfer your account to any other person or entity. You acknowledge that Atlas Solutions Group is not responsible for third party access to your account that results from theft or misappropriation of your account. Atlas Solutions Group and its associates reserve the right to refuse or cancel service, terminate accounts, or remove or edit content in our sole discretion.

Children Under Thirteen

Atlas Solutions Group does not knowingly collect, either online or offline, personal information from persons under the age of thirteen. If you are under 18, you may use backupatlas.wpengine.com only with permission of a parent or guardian.

Cancellation/Refund Policy

We want you to buy with confidence anytime you purchase a service on the backupatlas.wpengine.com website. If the service was not completed according to the final scope agreed through Atlas Solutions Group, we’ll work with you and the consultant to correct the problem or we’ll give you your money back.

Links to Third Party Sites/Third Party Services

backupatlas.wpengine.com may contain links to other websites (“Linked Sites”). The Linked Sites are not under the control of Atlas Solutions Group and Atlas Solutions Group is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Atlas Solutions Group is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Atlas Solutions Group of the site or any association with its operators.

Certain services made available via backupatlas.wpengine.com are delivered by third party sites and organizations. By using any product, service or functionality originating from the backupatlas.wpengine.com domain, you hereby acknowledge and consent that Atlas Solutions Group may share such information and data with any third party with whom Atlas Solutions Group has a contractual relationship to provide the requested product, service or functionality on behalf of backupatlas.wpengine.com users and customers.

No Unlawful or Prohibited Use/Intellectual Property

You are granted a non-exclusive, non-transferable, revocable license to access and use backupatlas.wpengine.com strictly in accordance with these terms of use. As a condition of your use of the Site, you warrant to Atlas Solutions Group that you will not use the Site for any purpose that is unlawful or prohibited by these Terms. You may not use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any other party’s use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.

All content included as part of the Service, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Site, is the property of Atlas Solutions Group or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.

You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Site. Atlas Solutions Group content is not for resale. Your use of the Site does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use, and will make no other use of the content without the express written permission of Atlas Solutions Group and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of Atlas Solutions Group or our licensors except as expressly authorized by these Terms.

Use of Communication Services

The Site may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, “Communication Services”). You agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service.

By way of example, and not as a limitation, you agree that when using a Communication Service, you will not: defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information; upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents; upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer; advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages; conduct or forward surveys, contests, pyramid schemes or chain letters; download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner; falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded; restrict or inhibit any other user from using and enjoying the Communication Services; violate any code of conduct or other guidelines which may be applicable for any particular Communication Service; harvest or otherwise collect information about others, including e-mail addresses, without their consent; violate any applicable laws or regulations.

Atlas Solutions Group has no obligation to monitor the Communication Services. However, Atlas Solutions Group reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. Atlas Solutions Group reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.

Atlas Solutions Group reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Atlas Solutions Group’s sole discretion.

Always use caution when giving out any personally identifying information about yourself or your children in any Communication Service. Atlas Solutions Group does not control or endorse the content, messages or information found in any Communication Service and, therefore, Atlas Solutions Group specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not authorized Atlas Solutions Group spokespersons, and their views do not necessarily reflect those of Atlas Solutions Group.

Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you upload the materials.

Materials Provided to backupatlas.wpengine.com or Posted on Any Atlas Solutions Group Web Page

Atlas Solutions Group does not claim ownership of the materials you provide to backupatlas.wpengine.com (including feedback and suggestions) or post, upload, input or submit to any Atlas Solutions Group Site or our associated services (collectively “Submissions”). However, by posting, uploading, inputting, providing or submitting your Submission you are granting Atlas Solutions Group, our affiliated companies and necessary sublicensees permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission.

No compensation will be paid with respect to the use of your Submission, as provided herein. Atlas Solutions Group is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in Atlas Solutions Group’s sole discretion.

By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.

Third Party Accounts

You will be able to connect your Atlas Solutions Group account to third party accounts. By connecting your Atlas Solutions Group account to your third party account, you acknowledge and agree that you are consenting to the continuous release of information about you to others (in accordance with your privacy settings on those third party sites). If you do not want information about you to be shared in this manner, do not use this feature.

International Users

The Service is controlled, operated and administered by Atlas Solutions Group from our offices within the USA. If you access the Service from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the Atlas Solutions Group Content accessed through backupatlas.wpengine.com in any country or in any manner prohibited by any applicable laws, restrictions or regulations.

Indemnification

You agree to indemnify, defend and hold harmless Atlas Solutions Group, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorney’s fees) relating to or arising out of your use of or inability to use the Site or services, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. Atlas Solutions Group reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Atlas Solutions Group in asserting any available defenses.

Arbitration

In the event the parties are not able to resolve any dispute between them arising out of or concerning these Terms and Conditions, or any provisions hereof, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such dispute shall be resolved only by final and binding arbitration pursuant to the Federal Arbitration Act, conducted by a single neutral arbitrator and administered by the American Arbitration Association, or a similar arbitration service selected by the parties, in a location mutually agreed upon by the parties. The arbitrator’s award shall be final, and judgment may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding or arbitration arises out of or concerns these Terms and Conditions, the prevailing party shall be entitled to recover its costs and reasonable attorney’s fees. The parties agree to arbitrate all disputes and claims in regards to these Terms and Conditions or any disputes arising as a result of these Terms and Conditions, whether directly or indirectly, including Tort claims that are a result of these Terms and Conditions. The parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this provision. The entire dispute, including the scope and enforceability of this arbitration provision shall be determined by the Arbitrator. This arbitration provision shall survive the termination of these Terms and Conditions.

Class Action Waiver

Any arbitration under these Terms and Conditions will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, unless both you and Atlas Solutions Group agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

Liability Disclaimer

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. Atlas Solutions Group LLC AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME.

Atlas Solutions Group LLC AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. Atlas Solutions Group LLC AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Atlas Solutions Group LLC AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF ATLAS SOLUTIONS GROUP OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.

Termination/Access Restriction

Atlas Solutions Group reserves the right, in its sole discretion, to terminate your access to the Site and the related services or any portion thereof at any time, without notice. To the maximum extent permitted by law, this agreement is governed by the laws of the State of California and you hereby consent to the exclusive jurisdiction and venue of courts in California in all disputes arising out of or relating to the use of the Site. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and Atlas Solutions Group as a result of this agreement or use of the Site. Atlas Solutions Group’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Atlas Solutions Group’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by Atlas Solutions Group with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.

Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and Atlas Solutions Group with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Atlas Solutions Group with respect to the Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be written in English.

Changes to Terms

Atlas Solutions Group reserves the right, in its sole discretion, to change the Terms under which backupatlas.wpengine.com is offered. The most current version of the Terms will supersede all previous versions. Atlas Solutions Group encourages you to periodically review the Terms to stay informed of our updates.

Contact Us

Atlas Solutions Group welcomes your questions or comments regarding the Terms:

Atlas Solutions Group Inc.
2757 BROMLEY DRIVE
SAN CARLOS CA 94070

Email Address: support@atlassolutionsgroup.com

Effective as of April 01, 2018

This Master Subcontractor Agreement (this “Agreement” or this “Subcontractor Agreement), is entered into by and between:

Atlas Solutions Group Inc with offices located at 2757 Bromley Dr., San Carlos CA 94070 (“Prime Contractor” or “Prime”), and Vendor (“Subcontractor”).

WHEREAS:

1.    Prime has existing or prospective customer contracts for which Prime may require support; and

2.    Subcontractor has been identified by Prime as a potential subcontractor as it has certain expertise and capabilities which may be required under such contracts; and

3.    The parties wish to set forth the terms and conditions upon which any Subcontractor support may be provided to Prime;

NOW THEREFORE, in consideration of the foregoing, and of the mutual covenants and agreements set forth herein, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:

1. DEFINITIONS.

The following capitalized terms will have the following definitions under this Agreement:

1.       “Contract” means Prime’s contract with the Customer for which the Subcontractor may provide support pursuant to Task Orders issued under this Agreement.

2.       “Customer(s)” means customers of Prime for whom Services or Deliverables are to be performed under a Task Order.

3.       “Deliverables” means those items, products and materials to be provided to Prime by Subcontractor, as specified on a Task Order.

4.       “Firm Fixed Price (FFP)” means an agreed upon fixed price for the Services and Deliverables to be provided pursuant to a Task Order.

5.       “Intellectual Property Rights” means world-wide, common-law and statutory rights associated with (i) patentable inventions, patents and patent applications, divisions, continuations, renewals, reissuance and extensions, thereof, (ii) copyrights, copyright applications and copyright registrations, “moral” rights and mask work rights, (iii) the protection of trade and industrial secrets and confidential information, and (iv) trademarks, trade names, service marks, and logos (collectively “Trademarks”).

6.       “Open Source” means any software having license terms that require, as a condition of use, modification, or distribution of the software that such software or other software combined or distributed with such software be (i) disclosed or distributed in source code form, (ii) licensed for the purpose of making derivative works, and (iii) redistributable at no charge.

7.       “Other Direct Costs” means costs normally incurred in the operation of a business, such as postage, telephone and internet charges, office supplies and overhead.

8.       “Party or Parties” means the signatories to this Agreement when referred to, respectively, individually or collectively.

9.       “Pre‐Existing Intellectual Property” means any Intellectual Property that has been conceived or developed by either party or any third party before Subcontractor renders any services under this Agreement or any Task Order or that is conceived or developed at any time wholly independently of the Services and Deliverables.

10.    “Services” means all work performed by Subcontractor under this Agreement pursuant to a Task Order, as well as materials used by Subcontractor in performing its obligations under a Task Order.

11.    “Task Order” means a written document executed by the Parties authorizing Subcontractor to perform Services and/or provide Deliverables in accordance with such Task Order. For clarity, any contract for services entered into through an online freelance or similar website shall be construed as a Task Order under the terms of this Agreement.

12.    “Atlas Network” means any website or blog maintained and supported by Atlas.

13.    “Co-Marketing” is when the Parties collaborate on promotional, marketing, and sales efforts for a co-branded offer.

14.    “Time and Materials (T&M)” means Services performed at an hourly rate wherein the actual cost of hours worked and materials used in the performance of the Services are charged to Prime. Equipment and other depreciable assets are not to be charged.

2.   WORK AUTHORIZATION.

Prime shall have no obligation to award any work or Task Order under this Agreement. However, should any work be awarded to the Subcontractor, the parties agree that such work will be subject to the terms and conditions of this Agreement. The Subcontractor shall, in accordance with Task Orders issued by Prime and agreed to by Subcontractor, perform work assignments to provide expert Services, advice, and/or Deliverables. A Task Order shall be considered in effect and duly authorized only upon written agreement of both parties.

3.   TASK ORDERS.

Each Task Order shall provide, at a minimum, the following data:

1.    Statement of Work or Description of Services and Deliverables

2.    Deliverables and Schedules

3.    Period of Performance or Duration of the Services

4.    Hourly Rate(s) (if T&M)

5.    Estimated Travel (if applicable, and not included in the FFP)

6.    Price (per Deliverable and/or milestone if FFP)

All Task Orders incorporate the terms and conditions of this Subcontract, whether stated explicitly or not. In the event of conflict or inconsistency between a Task Order and this Agreement, the terms and conditions of this Agreement shall take precedence, unless specifically stated otherwise in the Task Order.

4.   CO-MARKETING.

Prime, to facilitate support to Customers and help maximize marketing channels, will provide managed services and cover all costs for the following:

1.    Sales Signals – Bring all your channels together in an organized timeline, and reach out to every prospect.

2.    Email – See your emails organized according to the CRM pipeline, and respond to the customers who matter most with a sales inbox.

3.    Telephony – Click to connect. Contact customers over the phone inside CRM, with a single click.

4.    Social – Understand what people are saying about your brand, and capture leads from social media into your CRM.

5.    Live Chat – Turn visitors into converts. Initiate a live chat with website viewers to find out where they’re coming from, what they’re looking for, and whether they’re new or returning customers.

6.    Portals – Let your customers, vendors and partners access their past purchases, cases, and invoices through distinct portals to make informed buying decisions.

7.    Website Design, Maintenance & Support – Content management on website to promote expertise.

8.    Advertising – Advertising on Atlas Network for purposes of value adding and/or cross selling.

9.    Promotions – Promoting Subcontractor offerings and expertise in Atlas Network.

To facilitate, Subcontractor will provide Prime access to hosting, email and/or social media accounts.

5.   TERM.

Should a Task Order be authorized during the term of this Agreement, which provides for completion subsequent to the end date of this Agreement, then the Task Order shall be additionally construed as a written modification of this Agreement, which extends the end date of this Agreement to coincide with the Task Order completion date.

6.   COMPENSATION.

1.    Labor. Prime shall compensate the Subcontractor in accordance with the applicable Task Order. All T&M work will be paid for at the applicable hourly rate(s) specified in the Task Order irrespective of the number of hours per week actually worked by the Subcontractor. Unless otherwise specifically agreed to in advance by Prime, Contractor is solely responsible for the payment of any overtime compensation to its employees and will not seek any such compensation from Prime. By execution hereof, Subcontractor certifies that the rates charged by Subcontractor do not exceed the lowest rate charged to others for services of the same nature as are to be provided under this Agreement.

2.    Travel. Travel is not anticipated under any Task Order. Should travel be necessary, all travel must be pre-approved by Prime.  Prime will not reimburse Subcontractor for any expenses related to travel that were not pre-approved by Prime in writing.  If any travel is approved by Prime, Prime will reimburse the Subcontractor on an actual cost basis, without any markup or handling fees, for reasonable and substantiated expenses necessarily incurred by Subcontractor in performance of the work under a Task Order.  Hours expended for travel time are not reimbursable and shall not be billed unless otherwise expressly approved by Prime.

3.    Other Direct Costs. Subcontractor is not authorized to incur any Other Direct Costs and Prime will not reimburse Subcontractor for any Other Direct Costs, including but not limited to, telephone calls, books, office supplies, postage, and shipping. If Other Direct Costs are specifically identified as reimbursable, in writing, in a Task Order, Prime will reimburse Subcontractor accordingly. Any such Other Direct Costs will be invoiced to Prime at actual cost, without any markup or handling fees.

4.    Taxes. Prime will pay or reimburse the Subcontractor for value added tax, GST, HST, sales and use or any similar transaction taxes imposed on the Services and/or Deliverables sold to Prime under a Task Order provided such taxes are statutorily imposed either jointly or severally on Prime. Prime shall not pay or reimburse the Subcontractor for any taxes which are statutorily imposed on the Subcontractor, including but not limited to taxes imposed on the Subcontractor’s net or gross income, capital, net worth, property, or any employment related taxes on the Subcontractor or the Subcontractor’s employees, agents or subcontractors. If Prime is required by law to make any deduction or to withhold from any sum payable hereunder, then the sum payable by Prime shall be paid to the Subcontractor net of such legally required deduction or withholding. Any such taxes will be itemized separately in the Subcontractor’s invoices.

7. INVOICING & PAYMENT TERMS.

1.    Invoicing Instructions. Subcontractor shall submit a separate invoice for each Task Order, in accordance with the instructions contained in the applicable Task Order.

2.    Invoice Approval. Invoices shall be approved only if charges are in accordance with a duly authorized Task Order, the Subcontractor is performing the Services in accordance with Task Order requirements, Deliverables specified are delivered according to schedule and are of an acceptable quality, and, if the Task Order is T&M, the charges are reasonable for work performed.

3.    Payment Terms. Prime shall pay Subcontractor within 30 days after a valid and approved invoice is received by Prime.

8.     CHANGES.

Upon notice to Subcontractor, Prime may change any requirement in a Task order relating to undelivered Services and/or Deliverables. If such change reasonably affects the price or schedule, the Subcontractor will notify Prime within 7 business days of such, and the parties will negotiate an equitable adjustment in the fees, charges and/or schedule and make appropriate amendments to the applicable Task Order. Prime shall have no obligation to the Subcontractor for any changes to a Task Order that were not authorized in writing by Prime.

9.     CUSTOMER INTERACTIONS.

1.    Customer Contact. During period of performance of a Task Order, the Subcontractor may have direct communication with the Customer, limited solely to those communications necessary to affect provision of Services and/or Deliverables.

2.    New and Follow-On Business. If while delivering Services the Subcontractor becomes aware of the existence of potential follow‐on work or additional opportunities specifically related to the Services, the Subcontractor will disclose such information to Prime.

10.   EXCLUSIVITY.

Subcontractor understands that by signing this Agreement, it is appointing Prime as an exclusive representative with respect to Customers to whom Subcontractor is introduced and/or to whom Subcontractor is assigned by Prime, as to the subject matter of Prime’s retention of Subcontractor hereunder. Subcontractor agrees that the relationship between Subcontractor and any such Customers, for purposes of this Agreement and whether or not this Agreement or any Task Orders hereunder is/are terminated, begins upon the initial disclosure of a potential assignment to Subcontractor by Prime. During the term of this Agreement and for12 months following termination of this Agreement, Subcontractor shall not, directly or indirectly, either as an organization, as an individual, as an employee or member of a partnership, or as an employee, officer, director or stockholder of any corporation, or in any other capacity, solicit or accept, or advise anyone else to solicit or accept, any business that competes directly with Prime from any such Customers, or from the personnel of any Customers to whom Subcontractor was introduced pursuant to this Agreement. In addition, Subcontractor shall not directly or indirectly use or make available to any person, firm, or corporation the knowledge of the business of Prime gained by Subcontractor during the term of this Agreement.

11.   INTELLECTUAL PROPERTY RIGHTS.

1.    Retained Rights. Each party will retain all right, title, and interest in and to its own Pre Existing Intellectual Property irrespective of any disclosure of such Pre‐Existing Intellectual Property to the other party, subject to any licenses granted herein.

2.    Pre‐Existing Intellectual Property. Subcontractor will not use any Subcontractor or third party Pre‐Existing Intellectual Property in connection with this Agreement unless Subcontractor has the right to use it for Prime or the Customer’s benefit. If Subcontractor is not the owner of such Pre‐Existing Intellectual Property, Subcontractor will obtain from the owner any rights as are necessary to enable Subcontractor to comply with this Agreement.

3.    Subcontractor grants Prime a non‐exclusive, royalty‐free, worldwide, perpetual and irrevocable license in Subcontractor 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.

4.    Subcontractor will not incorporate any materials from a third party, including Open Source or freeware, into any Deliverable unless (i) Subcontractor clearly identifies the specific elements of the Deliverable to contain third party materials in the applicable Task Order, (ii) Subcontractor identifies the corresponding third party licenses and any restrictions on use thereof in the applicable Task Order, and (ii) approval is given by Prime as evidenced by a signed Task Order (or other written and fully executed agreement). Subcontractor represents, warrants and covenants that Subcontractor 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 Subcontractor. Subcontractor shall indemnify Prime against any losses and liability incurred by Prime and any Customer due to failure of Subcontractor to meet any of the requirements in any of the third party licenses.

5.    Ownership of Deliverables. Subject to Subcontractor 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 Prime, and Subcontractor hereby assigns such rights to Prime. Subcontractor agrees that Prime 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 Subcontractor for additional compensation and without challenge, opposition or interference by Subcontractor and Subcontractor will, and will cause each of its Personnel to, waive their respective moral rights therein. Subcontractor will sign any necessary documents and will otherwise assist Prime in securing, maintaining and defending copyrights or other rights to protect the Deliverables in any country. Subcontractor, its agents, employees, and Subcontractors will deliver the Deliverables to Prime in accordance with the schedule included in a Task Order.

6.    No Rights to Prime Intellectual Property. Except for the limited license to use materials provided by Prime as may be necessary in order for Subcontractor to perform Services under this Agreement, Subcontractor is granted no right, title, or interest in any Prime Intellectual Property.

12. CONFIDENTIALITY.

1.    Confidential Information. For purposes of this Agreement, “Confidential Information” shall mean information or material proprietary to a Party or designated as confidential by such Party (the “Disclosing Party”) and all information provided by a Customer, as well as information about which a Party (the “Receiving Party”) obtains knowledge or access, through or as a result of this Agreement (including information conceived, originated, discovered or developed in whole or in part by Subcontractor pursuant to a Task Order). Confidential Information does not include: a) information that is or becomes  publicly known without restriction and without breach of this Agreement or that is generally employed by the trade at or after the time the Receiving Party first learns of such information; b) generic information or knowledge which the Receiving Party would have learned in the course of similar employment or work elsewhere in the trade; c) information the Receiving Party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation; d) 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 (e) information the Receiving Party develops independent of any information originating from the Disclosing Party.

2.    Prime Confidential Information. The following constitute Confidential Information of Prime 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 Agreement and the existence of this Agreement, the relationship between Prime and a Customer, and any Task Order issued under this Agreement.  Subcontractor will not use Prime or Customer names, likenesses, or logos (Prime or Customer “Identity”).  Subcontractor will not use or reference Prime or Customer 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.

3.    Non-Disclosure. The Parties hereby agree that during the term hereof and at all times thereafter, and except as specifically permitted herein or in a separate writing signed by the Disclosing Party, the Receiving Party shall not use, commercialize or disclose Confidential Information to any person or entity.  Upon termination, or at any time upon the request of the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information, including all notes, data, reference materials, sketches, drawings, memorandums, documentations and records which in any way incorporate Confidential Information.

4.    Right to Disclose. With respect to any information, knowledge, or data disclosed to Prime by the Subcontractor, the Subcontractor warrants that the Subcontractor has full and unrestricted right to disclose the same without incurring legal liability to others, and that Prime shall have full and unrestricted right to use and publish the same as it may see fit. Any restrictions on Prime’s use of any information, knowledge, or data disclosed by Subcontractor must be made known to Prime as soon as practicable and in any event agreed upon before execution of a Task Order.

13.   CONFLICT OF INTEREST.

Subcontractor represents that its execution and performance of this Agreement does not conflict with or breach any contractual, fiduciary or other duty or obligation to which Subcontractor is bound. Subcontractor shall not accept any Task Order from Prime or work from any other business organizations or entities which would create an actual or potential conflict of interest for the Subcontractor or which is detrimental to Prime’s business interests.

14.   TERMINATION.

1.    Prime may terminate this Agreement and/or an individual Task Order for its convenience, without liability at any time, upon prior written notice to Subcontractor.

2.    Subcontractor may terminate this Agreement upon thirty days prior written notice provided there are no open Task Orders at the time notice is given.

3.    Prime may terminate this Agreement and/or any open Task Orders immediately for cause if the Subcontractor fails to perform any of its obligations under this Agreement or any Task Order issued hereunder or if Subcontractor breaches any of the warranties provided herein and fails to correct such failure or breach to Prime’s reasonable satisfaction within ten (10) calendar days (unless extended by Prime) following notice by Prime.  Prime shall be entitled to seek and obtain all remedies available to it in law or in equity.

4.    Upon termination of any Task Order issued hereunder, Subcontractor will immediately provide Prime with any and all work in progress or completed prior to the termination date. As Prime’s sole obligation to Subcontractor resulting from such termination, Prime will pay Subcontractor an equitable amount as determined by Prime for the partially completed work in progress and the agreed to price for the completed Services and/or Deliverables provided and accepted prior to the date of termination.

5.    Upon termination or expiration of this Agreement or a Task Order issued hereunder, whichever occurs first, Subcontractor shall promptly return to Prime all materials and or tools provided by Prime or Customer under this Agreement and all Confidential Information provided by Prime or Customer to Subcontractor.

6.    Any provision of this Agreement that, by its language or context implies its survival, shall survive any termination or expiration of this Agreement.

15.   SUBCONTRACTING.

Subcontractor may not subcontract, either in whole or in part, Services authorized by a Task Order without prior written consent of Prime. If Prime Contracts consents to subcontracting of any portion of the work to be performed under a Task Order, the Subcontractor must first obtain, from each subcontractor, a written agreement that is the same as, or comparable to, the following Sections of this Agreement: Customer Interactions, Exclusivity, Intellectual Property Rights, Confidentiality, Conflict of Interest, Subcontracting, Warranties, Indemnification, Limitation of Liability, Insurance and any other flow-down provisions contained in the applicable Task Order.

16.   WARRANTIES.

Subcontractor warrants that:

1.    the Services and Deliverables are original and do not infringe upon any third party’s patents, trademarks, trade secrets, copyrights or other proprietary rights,

2.    it will perform the Services hereunder in a professional and workmanlike manner,

3.    the Deliverables Subcontractor provides to Prime are new, of acceptable quality free from defects in material and workmanship and will meet the requirements and conform with any specifications set forth in any Task Order entered into under this Agreement,

4.    it will take commercially reasonable precautions to prevent the introduction of Harmful

Code in Deliverables and correspondence and other materials prior to delivery to Prime. “Harmful Code” shall include, without limitation, any code containing viruses, Trojan horses, worms or like destructive code, code that self-replicates or code that contains a “timeout” feature to prevent access and use at some future date,

5.    it has all necessary permits and is authorized to do business in all jurisdictions where Services are to be performed,

6.    it will comply with all applicable federal and other jurisdictional laws in performing the Services,

7.    it has all rights to enter into this Agreement and there are no impediments to Subcontractor’s execution of this Agreement or Subcontractor’s performance of Services hereunder.

17.   INDEMNIFICATION.

Subcontractor shall defend, indemnify, protect and hold harmless Prime, the Customer, and each of their officers, employees and agents from and against any and all losses, demands, attorneys’ fees, expenses, costs, damages, judgments, liabilities, causes of action, obligations or suits resulting from (1) any negligent act or omission or willful misconduct of Subcontractor, its personnel or approved subcontractors, (2) the breach of any provision of this Agreement by Subcontractor or its personnel or any approved subcontractors of Subcontractor, or (3) any claim that Intellectual Property provided by the Subcontractor under this Agreement infringes or misappropriates any third party Intellectual Property Right.

18.   LIMITATION OF LIABILITY.

1.    EXCEPT AS SET FORTH 18(b) BELOW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES NOR FOR LOSS OF DATA, PROFITS OR REVENUE, COST OF CAPITAL OR DOWNTIME COSTS, NOR FOR ANY EXEMPLARY OR PUNITIVE DAMAGES, ARISING FROM ANY CLAIM OR ACTION, INCIDENTAL OR COLLATERAL TO, OR DIRECTLY OR INDIRECTLY RELATED TO OR IN ANY WAY CONNECTED WITH, THE SUBJECT MATTER OF THE AGREEMENT, WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT, STATUTE, IMPLIED DUTIES OR OBLIGATIONS, OR OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

2.    NOTWITHSTANDING THE FOREGOING, ANY PURPORTED LIMITATION OR WAIVER OF LIABILITY SHALL NOT APPLY TO SUBCONTRACTOR’S OBLIGATION UNDER THE INDEMNIFICATION OR CONFIDENTIAL INFORMATION SECTIONS OF THIS AGREEMENT OR EITHER PARTY’S LIABILITY TO THE OTHER FOR PERSONAL INJURY, DEATH OR PHYSICAL DAMAGE TO PROPERTY CLAIMS.

19. INSPECTION & ACCEPTANCE.

1.    Non-Conforming Services and Deliverables. If any of the Services performed or Deliverables delivered do not conform to Task Order requirements, Prime may require the Subcontractor to perform the Services again or replace or repair the non-conforming Deliverables in order to bring them into full conformity with Task Order requirements, at Subcontractor’s sole cost and expense.  When the defects in Services and/or Deliverables cannot be corrected by re-performance, Prime may: (a) require Subcontractor to take necessary action, at Subcontractor’s own cost and expense, to ensure that future performance conforms to the requirements and/or (b) reduce any price payable under the applicable Task Order to reflect the reduced value of the Services performed and/or Deliverables delivered by Subcontractor and accepted by Prime.

2.    Cover. If Subcontractor fails to promptly conform the Services and/or Deliverables to the Task Order requirements or specifications, or take action deemed by Prime to be sufficient to ensure future performance of the Task Order in full conformity with Task Order requirements, Prime may (a) by contract or otherwise, perform the services or subcontract to another subcontractor to perform the Services and reduce any price payable by an amount that is equitable under the circumstances and charge the difference in re-procurement costs back to Subcontractor and/or (b) terminate the Task Order and/or this Agreement for default.

20.   INSURANCE.

Subcontractor shall maintain adequate insurance coverage and minimum coverage limits for its business as required by any applicable law or regulation, including Workers’ Compensation insurance as required by any applicable law or regulation, or otherwise as determined by Subcontractor in its reasonable discretion. Subcontractor’s lack of insurance coverage shall limit any liability Subcontractor may have under this Agreement or any Task Order issued hereunder.

21.   MISCELLANEOUS.

1.    Assignment. Subcontractor shall not assign any rights of this Agreement or any Task Order issued herein, and no assignment shall be binding without the prior written consent of Prime. Subject to the foregoing, this Agreement will be binding upon the Parties’ heirs, executors, successors and assigns.

2.    Governing Law.  The Parties shall make a good-faith effort to amicably settle by mutual agreement any dispute that may arise between them under this Agreement. The foregoing requirement will not preclude either Party from seeking injunctive relief as it deems necessary to protect its own interests. This Agreement will be construed and enforced in accordance with the laws of the State of California, United States, including its recognition of applicable federal law, but excluding such jurisdiction’s choice of law rules. The Parties consent to the exclusive jurisdiction and venue in California, United States for the enforcement of any arbitration award or other judicial proceeding concerning this Agreement. Any judgment issued by such court shall award the prevailing Party its reasonable attorney’s fees and related costs. Both Parties agree that the occurrence of a dispute shall not interfere with either Party’s performance or other obligations under this Agreement.

3.    Notice. All notices required under this Agreement will be in writing and will be sent to the address of the recipient specified above. Any such notice may be delivered by hand, by overnight courier or by first class pre‐paid letter, and will be deemed to have been received: (1) if delivered by hand ‐ at the time of delivery, (2) if delivered by overnight courier ‐ 24 hours after the date of delivery to courier with evidence of delivery from the courier, (3) if delivered by first class mail – three (3) business days after the date of mailing.

4.    Injunctive Relief. Subcontractor acknowledges it would be difficult to fully compensate Prime for damages resulting from any breach by Subcontractor of the provisions of the following Sections of this Agreement: Exclusivity, Intellectual Property Rights, Confidentiality, Subcontracting, and Warranties.  Accordingly, in the event of any actual or threatened breach of such provisions, Prime will, in addition to any other remedies that it may have, be entitled to temporary and/or permanent injunctive relief to enforce such provisions.

5.    Severability. The Parties recognize the uncertainty of the law with respect to certain provisions of this Agreement and expressly stipulate that this Agreement will be construed in a manner that renders its provisions valid and enforceable to the maximum extent possible under applicable law. To the extent that any provisions of this Agreement are determined by a court of competent jurisdiction to be invalid or unenforceable, such provisions will be deleted from this Agreement or modified so as to make them enforceable and the validity and enforceability of the remainder of such provisions and of this Agreement will be unaffected.

6.    Independent Contractor. Nothing contained in this Agreement shall create an employer and employee relationship, a master and servant relationship, or a principal and agent relationship between Subcontractor and/or any Subcontractor employee(s) and Prime. Prime and Subcontractor agree that Subcontractor is, and at all times during this Agreement shall remain, an independent Subcontractor.  The Subcontractor shall at all times be responsible for all Subcontractor’s employees’, agents, and subcontractor’s actions, shall be responsible for any applicable taxes or insurance, and shall comply with any applicable public laws or regulations.

7.    Force Majeure. Neither Party shall be liable for any failure to perform under this Agreement when such failure is due to causes beyond that Party’s reasonable control, including, but not limited to, acts of state or governmental authorities, acts of terrorism, natural catastrophe, fire, storm, flood, earthquakes, accident, and prolonged shortage of energy. In the event of such delay the date of delivery or time for completion will be extended by a period of time reasonably necessary by both Subcontractor and Prime. If the delay remains in effect for a period in excess of thirty days, Prime may terminate this Agreement immediately upon written notice to Subcontractor.

8.    Entire Agreement. This document and all attached or incorporated documents contains the entire agreement between the Parties and supersedes any previous understanding, commitments or agreements, oral or written.  Further, this Subcontractor Agreement may not be modified, changed, or otherwise altered in any respect except by a written agreement signed by both Parties.

Overview

We want you to buy with confidence anytime you purchase a service on the backupatlas.wpengine.com website. If the service was not completed according to the final scope agreed through Atlas Solutions Group, we’ll work with you and the vendor to correct the problem or we’ll give you your money back.

If your Atlas Solutions Group purchase was of poor quality, please contact us to begin the process of filing a Project Guarantee claim. After collecting the required documentation of the problem, our support team will work quickly to resolve your case.

If your purchase is covered by the Project Guarantee, Atlas Solutions Group will make it right in one of these three ways

1) Work with you and the vendor to correct the service.
2) Refund your money for the purchase.
3) Help you to file a claim against the vendor’s insurance.

Conditions

You can file a claim when all of the following applies:

1) You’re unsatisfied with the service performed.
2) You have purchased the service in its entirety directly through the backupatlas.wpengine.com website or app from a verified listing.
3) The scope of work was limited to the description of the service listed on backupatlas.wpengine.com, or was changed through Atlas Solutions Group’s systems.
4) Your service appointment was completed within the last 90 days. For recurring services, we treat each appointment as a separate occurrence.

After you file a claim with the necessary information, we will investigate and work with you and the vendor to quickly resolve the issue.

Claim Restrictions and Limitations

The following situations are not covered by the Project Guarantee:

  • The service was never performed.
  • Any portion of the service transaction was performed outside of backupatlas.wpengine.com, such as up-sells or trip charges.
  • Dissatisfaction with pricing or scheduling limitations.
  • Claims not documented in their entirety using the Project Guarantee claim form.
  • Service was completed more than 90 days before date of filing.
  • Claims caused by prior service or vendor not already covered by the Project Guarantee.

These situations may limit your coverage under the Project Guarantee:

  • Claims with incomplete documentation.
  • Claims resulting from improper use of a product (as defined by the vendor).
  • Claims involving work that exceeds the final scope of work agreed through Atlas Solutions Group’s systems.
  • Claims involving products or services, or uses of either, that are prohibited by law.