Terms Of Service
The Oflander Dockhiemer family of companies to include Oflander Business Resources Philippines, Inc., a private corporation listed with the Philippines Securities and Exchange Commission, Inland Trade Agent Resources LLC, a Wyoming limited liability company, and Oflander Dockhiemer, a Wyoming limited liability company, and Oflander Dockhiemer, Inc. herein referred to as Oflander Dockhiemer.
Thank you for choosing to do business with Oflander Dockhiemer, a Wyoming corporation. This Customer Agreement (the “Agreement”) sets forth the terms and conditions of our delivery of services to you. “You” and “your” will refer to, where individually or jointly applicable, you, your sole proprietorship, and your company, your companies, agency, agents, owners, officers, managers, and duly legally authorized business units or entitites, and Oflander Dockhiemer will be referred to as “we,” “our” or “us” throughout this Agreement.
This Oflander Dockhiemer Client Agreement (the “Agreement”) is a contract between you (the “Client” or “You”,) and Oflander Dockhiemer Limited Liability Corporation, a Wyoming corporation (“Oflander Dockhiemer”, “we” or “us”). You must read, agree with and accept all of the terms and conditions contained in this Agreement in order to use our consultancy, products, services, and related solutions. Oflander Dockhiemer may amend this Agreement at any time by posting a revised version on the Site. Each revised version will state its effective date, which will be on or after the date posted by Oflander Dockhiemer. If the revised version materially reduces your rights or increases your responsibilities, we may post it in advance of the effective date in order to give you notice. Your continued use of Oflander Dockhiemer products and services after the effective date of a revised version of this Agreement constitutes your acceptance of its terms. This Agreement includes and hereby incorporates by reference the agreements and polices referred to herein or linked from the URL [www.cloudsupport.us.com/terms-of-service/], as such agreements and policies may be modified by Oflander Dockhiemer from time to time in its sole discretion. In the event of a conflict between such policies and agreements and this Agreement, this Agreement controls. Capitalized terms are defined throughout the Agreement and in Section 11.YOU UNDERSTAND THAT BY CHECKING THE BOX AND CLICKING THE “SUBMIT” BUTTON, OR BY USING OFLANDER DOCKHIEMER SERVICES, PRODUCTS, AND CONSULTANCY YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE OFLANDER DOCKHIEMER SERVICES, PRODUCTS, AND CONSULTANCY. IF YOU AGREE TO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT ENTITY.
1. Oflander Dockhiemer General Polices.
1.1 Quote and Estimate Validity. Any issued written or oral quotation or estimation of costs is an estimate only and does not represent a binding agreement between the Client and the Oflander Dockhiemer. A contract will be provided upon acceptance of the estimate. Quotations shall he honored for thirty (30) days from the day of submission. After 30 days a new quote may be requested and may be re-issued.
1.2 Project Inception. Quoted project cannot begin until Oflander Dockhiemer receives all required server, application, host environment, or any other credential necessary to complete the project. Oflander Dockhiemer will securely store this information while the Client and Oflander Dockhiemer relationships continues. When this relationship ends or at any time requested by a Client confidentially stored credentials will be destroyed.
2. Work Product.
Proprietary Rights in Work Product shall be owned by Oflander Dockhiemer until payment has been made by Client, at which time Oflander Dockhiemer will be deemed to have assigned all Proprietary Rights in the Work Product to Client. To the extent that under applicable law, Proprietary Rights cannot be assigned, Oflander Dockhiemer hereby irrevocably agrees to grant, and hereby grants, to Client an exclusive (excluding also Oflander Dockhiemer), perpetual, irrevocable, unlimited, worldwide, fully paid, and unconditional license to use and commercialize Work Product in any manner now known or in the future discovered. To the extent such license grant is not fully valid, effective or enforceable under applicable law, Oflander Dockhiemer hereby irrevocably agrees to grant, and hereby grants, to Client, such rights as Client reasonably requests in order to acquire, as close as possible, all rights equivalent to full legal ownership. In order to ensure that Client will be able to acquire, perfect and use such Proprietary Rights, Oflander Dockhiemer will:
(i) transfer possession, ownership, and title to media, models, and other tangible objects containing Work Product to Client, including delivery of a complete copy of the source code for any software, documented in sufficient detail to enable a reasonably skilled programmer to correct, integrate and modify it;
(ii) sign any documents at Client’s request to assist Client in the documentation, perfection and enforcement of its rights; and
(iii) provide Client with support and reasonable access to information for recording, perfecting, securing, defending, and enforcing such Proprietary Rights in any and all countries. In the case that under applicable law, Oflander Dockhiemer retains any rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights” (collectively “Moral Rights”) or other inalienable rights to Work Product or Confidential Information under this Agreement, Oflander Dockhiemer irrevocably agrees to waive, and hereby waives, all such rights, or, to the extent Oflander Dockhiemer cannot waive such rights, Oflander Dockhiemer agrees not to exercise such rights, until we have provided prior written notice to Client and then only in accordance with any reasonable instructions that Client issues in the interest of protecting its rights. Our obligations under this Section 2 will continue even after Oflander Dockhiemer ceases operations or ceases as a going concern. Oflander Dockhiemer appoints Client as its attorney-in-fact to execute documents on our behalf for the purposes set forth in this provision.
3. Invoices, Payments and Payment Methods.
3.1 Payment, Cancellations, and Refunds. Client shall pay each period invoice from Oflander Dockhiemer for the services provided according to the rates published on the Site or if specifically amended in a Service Agreement. Invoices are due within (3) days of the invoice date, the Review Period, with no retained percentage withheld from payment due to Oflander Dockhiemer, and without regard to Client’s receipt of payment from any other party. Client agrees to pay interest charges of 1 ½% per month, or the maximum rate permitted per law, together with reasonable attorney’s fees and/or collection fees for invoices which are unpaid more than (30) days after the date of invoice. Client’s failure to dispute in writing the charges on any invoice within (14) days of receipt shall constitute irrevocable acceptance of such charges and a waiver of right to later dispute or reject any charges stated on the invoice.
3.2 Non Payment If Client fails to pay amounts due under this Agreement, whether by cancelling Client’s credit card, initiating an improper charge back, or any other means, Client’s Oflander Dockhiemer account will be suspended, no additional payments will be processed, and any work-in-progress will be stopped. Without limiting other available remedies, Client must reimburse Oflander Dockhiemer for amounts due upon demand, plus any applicable processing fees, charges or penalties, plus interest at the lesser of one and one-half percent (1.5%) per month or the maximum allowed by law, plus attorneys’ fees and other costs of collection as allowed by law. In its discretion, Oflander Dockhiemer may set off amounts due against other amounts received from or held for a Client, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution. In the event that you fail to make any payment to us, or you fail to perform in any manner with regard to said Agreement between you and us, you, the guarantor(s) do hereby promise to make all payments to us in the same manner as if they were the principals of said Agreement. And furthermore, you do hereby authorize and empower any attorney of any court of record of the state of Wyoming or elsewhere to appear for and to enter judgment against you, or any of you, in favor of us for any sums due under the Agreement plus interest with costs of suit, release of errors, without stay of execution, and with thirty-three and one-third percent (33 1/3%) as a reasonable attorney’s fee, and you hereby waive and release all benefit and relief from any and all appraisement, stay or exemption laws of any state now in force or hereafter to be passed.
3.3 Payment Methods.
3.3.1 Third Party Payments Processors and Accounts Receivables. Client hereby authorizes Bill.com, Inc., on behalf of Oflander Dockhiemer, to initiate entries to the bank accounts that you enter, or enable Oflander Dockhiemer to enter, on the Bill.com,Inc. web site in order to pay amounts that Client owes to Oflander Dockhiemer in accordance with instructions entered by Oflander Dockhiemer on the Bill.com web site and, if necessary, to initiate adjustments for any transactions credited or debited in error. You represent the authority to bind the organization that owns the bank accounts, and to authorize all transactions to the bank accounts that are initiated through Bill.com,Inc. You acknowledge that transactions initiated to the bank accounts must comply with the provisions of U.S. law. This authorization will remain in effect until the organization notifies Bill.com, Inc. in writing to cancel it in such time as to afford Bill.com, Inc. and the bank reasonable opportunity to act on it. Bill.com, Inc.’s principal address is 3200 Ash Street Palo Alto, CA 94306.
4. CONFIDENTIAL INFORMATION.
4.1 Confidentiality. To the extent a Client or Oflander Dockhiemer provides Confidential Information to the other, the recipient shall protect the secrecy of the Confidential Information with the same degree of care as it uses to protect its own confidential information, but in no event with less than due care, and shall not:
(i) disclose Confidential Information to anyone except, in the case of Oflander Dockhiemer, to any relevant contractor engaged in a Contract; and
(ii) use the Confidential Information, except as necessary for the performance of Services for the relevant Contract (including, without limitation, the storage or transmission of Confidential Information on or through Oflander Dockhiemer Platform for use by relevant contractors.
4.2 Return. If and when Confidential Information is no longer needed for the performance of Services for the relevant Contract, or at the Client’s or Oflander Dockhiemer’s written request (which may be made at any time at Client’s or Oflander Dockhiemer’s sole discretion), or Oflander Dockhiemer (as the case may be) shall promptly destroy or return all Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. Each of Client or Oflander Dockhiemer, as applicable, agrees to provide written certification to the party disclosing the Confidential Information of compliance with this Section 4.2 within ten (10) days after the receipt of disclosing party’s written request to certify.
4.3 Publication. Without limiting Section
4.1 (Confidentiality), Client and Oflander Dockhiemer shall not publish, or cause to be published, any Confidential Information or Work Product, except as may be necessary for performance of Services for a Contract.
5. WARRANTY DISCLAIMER.
OFLANDER DOCKHIEMER MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SERVICES, WORK PRODUCT, OFLANDER DOCKHIEMER PLATFORM OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OFLANDER DOCKHIEMER DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SECTION 8.2 (TERMINATION) STATES USER’S SOLE AND EXCLUSIVE REMEDY AGAINST OFLANDER DOCKHIEMER WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES OR DISSATISFACTION.
6. LIMITATION OF LIABILITY.
IN NO EVENT WILL OFLANDER DOCKHIEMER BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR INDIRECT COSTS OR DAMAGES, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION OR PROFIT. THE LIABILITY OF OFLANDER DOCKHIEMER TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) U.S. $2,500; AND (B) ANY OFLANDER DOCKHIEMER FEES RETAINED BY OFLANDER DOCKHIEMER WITH RESPECT TO CONTRACTS ON WHICH USER WAS INVOLVED OR DURING THE SIX (6) MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS SHALL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.
7.1 Proprietary Rights. Each Client shall indemnify, defend and hold harmless Oflander Dockhiemer and its subsidiaries, affiliates, officers, agents, employees, representatives and agents (each an “Indemnified Party” for purposes of this Section 9) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, judgment, or adjudication that any Work Product, Services or action or omission by such User infringes Proprietary Rights or other rights of any third party.
8. Term and Termination.
8.1 Term. The term of this Agreement commences on the Effective Date and continues in effect until terminated in accordance with Section 10.2 below.
8.2 Termination. Either party may terminate this Agreement at any time, with or without cause, effective immediately upon written notice to the other party (or by terminating or suspending User’s account), provided, that any such termination for convenience shall not affect the validity of any Service Contracts that have been executed prior to termination and this Agreement shall continue to apply with respect to such Service Contracts.
8.3 Consequences of Termination. Termination shall not relieve a Client of the requirement to pay for time spent and expenses incurred prior to the effective date of the termination, which fees and expenses, together with any applicable taxes, shall be charged to ‘s credit card or other form of payment pursuant to Section 3.3 (Payment Methods). A service contract termination date does not imply that work performed after the contract termination date does not incur service costs for services rendered.
9.1 Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to its subject matter and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them.
(a) Joint Promises When applicable, where we perform work for multiple corporations, parent companies, subsidiary companies, individuals, or any separate or combinable duly legally authorized entities or persons that constitute one organization, business unit or one common requestor of services, you agree that a joint acceptance of liability and a promise of remuneration had been made on behalf of you, and all your entities.
9.2 Notices: Consent to Electronic Notice. You consent to the use of
(a) electronic means to complete this Agreement and to deliver any notices pursuant to this Agreement; and
(b) electronic records to store information related to this Agreement or your use of the Oflander Dockhiemer Platform. Notices hereunder shall be invalid unless made in writing and given (a) by Oflander Dockhiemer via email (in each case to the email address that you provide), (b) a posting on the Oflander Dockhiemer Site or
(c) by you via email to email@example.com or to such other addresses as Oflander Dockhiemer may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.
9.3 Modifications. No modification or amendment to this Agreement shall be binding upon Oflander Dockhiemer unless in a written instrument signed by a duly authorized representative of Oflander Dockhiemer.
9.4 No Waiver. The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and shall in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of each party.
9.5 Assignability. User may not assign this Agreement, or any of its rights or obligations hereunder, without Oflander Dockhiemer’s prior written consent in the form of a written instrument signed by a duly authorized representative of Oflander Dockhiemer (and, for the purposes of this Section 11.7, a written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles). Oflander Dockhiemer may freely assign this Agreement without consent of User. Any attempted assignment or transfer in violation of this Section will be null and void. Subject to the foregoing restrictions, this Agreement will endure to the benefit of the successors and permitted assigns of the parties.
9.6 Severability. If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
9.7 Choice of Law. This Agreement and any controversy, dispute or claim arising out of or relating to this Agreement, including by not limited to a Service Contract, (“Claims”) shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
9.8 Dispute Resolution; Arbitration; Personal Jurisdiction and Venue. If a Claim (other than a Claim for injunctive or other equitable relief) remains unresolved by these means, either party will have the right to demand binding non-appearance based arbitration by a third party service mutually agreed upon by the parties. A final judgment will be made by the arbitrator, which must be adhered to by both parties and by Oflander Dockhiemer, as applicable. You agree that any Claim you may have against Oflander Dockhiemer, if not resolved as set forth above, must be resolved by the Nevada state courts of Clark County (or, if there is exclusive federal jurisdiction, the United States District Court). You hereby irrevocably consent to the personal jurisdiction and venue of these courts.
10.1 “Agency” means a legally recognized entity with the ability to hire and/or contract. 10.2 “Claim” means any controversy, dispute or claim arising out of or relating to this Agreement, including but not limited to a Service Contract. 10.3 “Client” means any individual, company or agency utilizing Oflander Dockhiemer products, services, or consultancy.
10.2 “Claim” means any controversy, dispute or claim arising out of or relating to this Agreement, including but not limited to a Service Contract.
10.3 “Client” means any individual, company or agency utilizing Oflander Dockhiemer products, services, or consultancy.
10.4 “Client Deliverables” means instructions, requests, intellectual property and any other information or materials that Oflander Dockhiemer receives from a for a particular Service Contract.
10.5 “Confidential Information” means Client or Oflander Dockhiemer Deliverables, Work Product, and any other information provided to, or created by, a Client for a Service Contract, regardless of whether in tangible, electronic, verbal, graphic, visual or other form. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Oflander Dockhiemer
(a) is generally known by third parties as a result of no act or omission of Oflander Dockhiemer or;
(b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by a Client without use of Confidential Information.
(c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or
(d) was independently developed by a Client without use of Confidential Information.
10.6 “Effective Date” means the date of acceptance of this Agreement.
10.7 “Fixed-Price” means a fixed fee agreed between a Client and Oflander Dockhiemer, prior to the commencement of a Contract, for the completion of all Services requested by Client for such Contract.
10.8 “Fixed-Price Contract” means a Service Contract for which a Client is charged a Fixed-Price.
10.9 “Oflander Dockhiemer Deliverables” means instructions, requests, intellectual property and any other information or materials that a Client receives from Oflander Dockhiemer for a particular Service Contract.
10.10 “Hourly Rate” for a Service Contract means, in respect of Oflander Dockhiemer, the hourly rate specified for that Service in the Oflander Dockhiemer Platform.
10.11 “Hourly-Rate Contract” means a Service Contract for which Client is charged based on the Hourly Rate.
10.12 “Indemnified Party” means Oflander Dockhiemer and its subsidiaries, affiliates, officers, agents, employees, representatives and agents.
10.13 “Moral Rights” means any rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights”.
10.14 “Oflander Dockhiemer Platform” means the physical and online platforms operated by Oflander Dockhiemer, including related software and services that allows Oflander Dockhiemer to deliver products, services, and consultancies.
10.15 “Payment Period” shall mean the one-week period beginning on Monday at 12:00 AM UTC-4.
10.16 “Pre-Existing IP” means pre-existing software, technology or other intellectual property, whether such pre-existing intellectual property is owned by Oflander Dockhiemer or a third party including, without limitation, code written by proprietary software companies or developers in the open source community.
10.17 “Proprietary Rights” means any and all rights, title, ownership and interest in and to copyrights, mask works, industrial designs, trademarks, service marks, trade names, trade secrets, patents, and any other rights to intellectual property, recognized in any jurisdiction, whether or not perfected.
10.18 “Service Contract” means a particular project or set of ongoing tasks for which a Client has requested Services to be performed by Oflander Dockhiemer.
10.19 “Services” means web development, software development, writing, translation, administrative, marketing, design customer service, sales, data entry, general business services or any other human services.
10.20 “The Site” means our website located at www.oflander.com.
10.21 “Work Product” means any tangible or intangible results or deliverables that Oflander Dockhiemer agrees to create for, or actually delivers to Client as a result of performing the Services on a particular Service Contract, including, but not limited to, configurations, computer programs or other information, or customized hardware, and any intellectual property developed in connection therewith.
10.22 “Review Period” refers to the three-day period after an invoice is communicated to a client and before the invoice is due where a client may communicate any possible errors or discrepancies in any communicated invoice.