Terms & Conditions
May 27, 2014

1. Software/Website Development, Hosting, Maintenance Agreement
The agreement that is made between the “Client” and Cybernetics Technology Inc. ("Cybernetics")  is effective on date contract is signed and is then binding between both parties with mutual agreement. Both parties will agree as follows:

2.  Duties and Responsibilities
Cybernetics shall serve as a contractor of the Client and shall design, develop, implement, host, and maintain applications software / Websites / Mobile Applications (here on out collectively referred to as "Software") according to the functional specifications and related information, if any, attached hereto as Exhibit A and incorporated herein by this reference ("Specifications") and as more fully set forth in this Agreement.  Cybernetics acknowledges that it has been contracted for this specific task, and that it shall report all findings and make all recommendations directly to the Client or a product manager chosen by the client (either parties will be referred to as “product owner” here on out).  

3. Ownership of Software
Cybernetics agrees that the development of the Software is "work for hire" within the meaning of the Copyright Act of 1976, as amended from time to time, and that the Software shall be the sole property of the Client.  Cybernetics hereby assigns to the Client, without further compensation, all of its right, title and interest in and to the Software and any and all related patents, patent applications, copyrights, copyright applications, trademarks and trade names in the United States and elsewhere.  Cybernetics will keep and maintain adequate and current written records with respect to the Software (in the form of notes, sketches, drawings and as may otherwise be specified by the Client), which records shall be available to and remain the sole property of the Client at all times.  All versions of the Software shall contain the Buyer's conspicuous notice of copyright.  Cybernetics will assist the Client in obtaining and enforcing patent, copyright and other forms of legal protection for the Software in United States for additional fees.  Upon request, Cybernetics will sign all applications, assignments, instruments and papers and perform all acts necessary or desired by the Client to assign the Software fully and completely to the company and to enable it, its successors, assigns and nominees, to secure and enjoy the full and exclusive benefits and advantages of this work. The Software however cannot be sold to the a 3rd party commercially for monetary gain without consent and written agreement from Cybernetics.
 
4. Website Terms and Agreements
Cybernetics will design a website for client by timely providing the design program services in a professional and timely manner. All programming and documentation shall comply with standards currently employed by the client. The parties may at any time modify the scope of services by including desired changes in a written “change order” that explains the changes and the adjustment to the payment for services that will result from such changes. Such change order shall become effective when signed and dated by both parties.

5. Add-on Modules / Upgrades
Add-on modules are sold separately which are upgrades to your website and or software. These can be added anytime to your site by purchasing them via your admin console or calling us to be added on your site. These add-on modules serves special purposed based on what these are designed for and are mostly intended to provide you value to enhance your business, however Cybernetics is not responsible and will not be accountable for any loss of business due to add-on modules and or upgrades.

6. Hosting Terms
The hosting agreement governs your purchase and use in any manner of all website hosting, ordered by you and accepted by Cybernetics and describes the terms and conditions that apply to such purchase and use of the service. YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAIN HEREIN. Cybernetics reserves the right to change or modify any of the terms and conditions contain in this agreement at any time from time to time and its sole discretion and to determine whether and when any change apply to both existing or future customers.  Cybernetics may make changes or modification to reference policies and guidelines without notice to you. Your continued use of service following cybernetics posting of any changes or modification constitute of your acceptance of such changes or modifications.

7. Development/Maintenance Agreement
The development/maintenance agreement is hereby into agreement by Cybernetics and client and applies to all the purchase of all monthly website development/maintenance services (hereafter collectively referred to as services) order by client. 
 
8. Compensation/Enrollment
a. The Client shall pay by the following options: down payment/set amount for a monthly agreement or the full amount/set monthly amount upon completion.
b. Subject to the Buyer's prior approval, the Client will reimburse Cybernetics for all reasonable out-of-pocket expenses, including, but not limited to, airfare, lodging, meals and rental of automobiles incurred by Cybernetics during the development of the Software on behalf of Buyer, if any of these activities are deemed necessary.
c. Once the Software is delivered to the Client and is accepted by the Client, any additional work which may include enhancement, bug fixes, and any other activities related to the delivered Software will be charged per hour, unless the Client enrolls for one of our available Support Plans.

9. Monthly Compensation Support Plans
The monthly compensation support plans is as follows: Software Maintenance/Development Fees $20, Hosting Fees $10, System Accessibility Fees $10 and Support Fees $30 (which includes three hours a month). In-the-event your site is hosted with Cybernetic, Software Maintenance/Development Fees, Hosting Fees and System Accessibility Fees will all be included for $40 a month. This fee will apply once your website and/or software goes live. Support Fees are optional and can also apply later for hourly rate or additional $30 a month which includes three hours a month for support.  

10. Independent Contractor
Cybernetics is acting as an independent contractor with respect to the services provided to the Client.  Neither Cybernetics nor the employees of the Cybernetics performing services for the Client will be considered employees or agents of the Client. The Client will not be responsible for Cybernetics’ acts or the acts of Cybernetics’ employees while performing services under this Agreement.  Nothing contained in this Agreement shall be construed to imply a joint venture, business, partnership or principal-agent relationship between the parties and neither party by virtue of this Agreement shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other party.
 
11. Cybernetics Staff Monitoring
a. Cybernetics will utilize employees and/or contractors capable of designing and implementing the Software to be developed per this Agreement.  All work shall be performed in a professional and workmanlike manner.  Cybernetics shall arrange for such employees and/or contractors, if any, to execute and deliver any document or instrument reasonably requested by Client to reflect Client’s ownership of the Software or in connection with any application for patent or copyright.
b. Client shall have the right to reasonably observe and monitor all aspects of the performance by Cybernetics / Cybernetics backend software of its obligations hereunder and Cybernetics shall use reasonable efforts to facilitate such observation and monitoring. Information, functions and operations of Cybernetics not directly related to its obligations hereunder shall not be subject to observation and monitoring.

12. Change in Specifications
Client may, in its sole discretion, request that changes be made to the Specifications, or other aspects of the Agreement and tasks associated with this Agreement.  If Buyer requests such a change, Cybernetics will use its best efforts to implement the requested change at no additional expense to Client and without delaying delivery of the Software.  In the event that the proposed change will, in the reasonable opinion of Cybernetics, require a delay in delivery of the Software or would result in additional expense to Client, then Client and Cybernetics shall confer and Client shall, in its discretion, elect either to withdraw its proposed change or require Cybernetics to deliver the Software with the proposed change and subject to the delay and/or additional expense.

13. Confidentiality
a.  Cybernetics acknowledges that all material and information supplied by Client which has or will come into Cybernetics’ possession or knowledge of Cybernetics in connection with its performance hereunder, is to be considered Client’s confidential and proprietary information (the "Confidential Information").  By way of illustration, but not as a limitation, Confidential Information includes the Software, trade secrets, processes, data, know-how, program codes, documentation, flowcharts, algorithms, marketing plans, forecasts, unpublished financial statements, budgets, licenses, prices, costs, and employee and customer lists.  Cybernetics’ undertakings and obligations under this Section will not apply, however, to any Confidential Information which: (i) is or becomes generally known to the public through no action on Cybernetics’ part, (ii) is generally disclosed to third parties by Client without restriction on such third parties, or (iii) is approved for release by written authorization of Client. Upon
termination of this Agreement or at any other time upon request, Cybernetics will promptly deliver to Buyer all notes, memoranda, notebooks, drawings, records, reports, files, documented source codes and other documents (and all copies or reproductions of such materials) in its possession or under its control, whether prepared by Cybernetics or others, which contain Confidential Information.  Cybernetics acknowledges that Confidential Information is the sole property of Client.  Cybernetics agrees that disclosure of such information to, or use by, third parties, either during or after this Agreement, will cause Client irreparable damage.  Cybernetics agrees to use best efforts to hold Confidential Information in the strictest confidence, not to make use of it other than for the performance of its obligations hereunder, to release it only to the Cybernetics’ employees or contractors with a need to know such information and not to release or disclose it to any other party.  Cybernetics further agrees not to release such information to any employee or contractor who has not signed a written agreement between Cybernetics and the employee expressly binding the employee not to use or disclose the Confidential Information, except as expressly permitted in this Agreement. Client shall be listed as a third-party beneficiary of any such agreement.  Cybernetics will notify Client in writing of any circumstances within its knowledge relating to any unauthorized possession, use, or knowledge of such Confidential Information.  At any time, upon request, the Cybernetics will return any such information within its possession to Client.
b. Cybernetics acknowledges that Client’s purpose in pursuing the development of the Software is to gain a significant competitive advantage over competitors operating without such Software and that such advantage will be jeopardized if such competitors learn of Client’s negotiations with Cybernetics or the performance by Cybernetics of its obligations hereunder.  Accordingly, Cybernetics agrees to keep such negotiations and performance of its obligations hereunder strictly confidential and not to disclose any information to any third party or entity without the prior written permission of Client.  In no event, shall Cybernetics or any of its employees use Client as a reference in marketing Cybernetics’ services to any third party or entity without Client’s prior written permission. Cybernetics showcases all client work including websites, logos, mobile applications, and design work with Client’s prior agreement.
 
14. Training
Developer shall provide Buyer and its employees with training consultations with respect to the use of the Software as may reasonably be requested by Buyer from time to time for after acceptance at no additional costs to Buyer ("Training Period").  Developer shall deliver a detailed user's manual to Buyer on or before completion of acceptance that will enable Buyer's employees who are otherwise unfamiliar with the Software to become adequately informed about using the software.  All training that Developer is required to provide hereunder shall be performed at such locations and at such times as are mutually agreed to by the parties hereto.  Upon the expiration of the Training Period and following Buyer's request, Developer will provide any support services necessary to insure Buyer's continued use of the Software.  Such services will be performed on a time and material basis at Developer's then current hourly rates for such services.

15. Warranties
a. Developer warrants that for a period of 30 days following acceptance, the Software will operate substantially according to the Specifications. In the event of any breach of the warranty in this Section 9. A., in addition to any other remedy to which Buyer may be entitled, Developer shall take all action necessary at its expense to cause the Software to operate according to the warranty.
b. Developer warrants that the Software will not infringe upon any copyright, patent, trade secret or other intellectual property interest of any third party.  Developer will indemnify and hold Buyer harmless from and against all such infringement claims, losses, suits and damages including, but not limited to, attorney's fees and costs, and shall promptly following any bona-fide claim of infringement correct the Software so as not to be infringing, or secure at its own expense the right of Buyer to use the Software without infringement.

16. Term and Termination.
a. This Agreement shall commence upon today’s date and continue until all of the obligations of the parties have been performed or until earlier terminated as provided herein.
b. Developer's appointment as consultant pursuant to this Agreement and this Agreement shall terminate upon the occurrence of any of the following events:
(i) In the event either party defaults in any material obligation owed to the other party pursuant to this Agreement, then this Agreement may be terminated if the default is not cured following at least forty five (45) days written notice to the defaulting party.
(ii) Either party is bankrupt or insolvent, or bankruptcy or insolvency proceedings are instituted against a party and the proceeding is not dismissed within forty five (45) days after commencement.
(iii) Developer dies or becomes disabled.
c. Section 2, Ownership of Software, and Section 7, Confidentiality, shall survive the expiration or termination of this Agreement.  In the event of early termination due to Developer's default or the death or disability of the individual(s) identified in subsection (iii), above, Developer agrees to deliver the Software then completed.  Developer, in that instance, shall be paid a pro rata share for the work; if the amount cannot be agreed upon, the Buyer can return the work and the other terms of this contract go into effect, as outlined in this section and others.

17. Notices
Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or a recognized overnight delivery service such as FedEx.

18. No Waiver
The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.

19. Entirety of Agreement
The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement.  There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein.  No change can be made to this Agreement other than in writing and signed by both parties.

 20. Governing Law
This Agreement shall be construed and enforced according to the laws of the Nepal and any dispute under this Agreement must be brought in this venue and no other.

21. Headings in this Agreement
The headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms of this Agreement.

22. Severability
If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

23. Return Cancellation Policy
If you are not completely satisfied with our services or software you will be eligible for a full or partial refund within 30 days of completion of our work depending on the situation. If paid by credit card, the refund will be issued to the original credit card used at the time of the purchase. If your account has been cancelled due to breach of the terms and conditions stated in this page you will not be eligible for said refund. If a full refund has been issued for any reasons, you will lose the ownership of the software. You will also be required to destroy all or any copies of the software that is authored by us and any futher copying or distribution will be against our copyright policy and will be investiagated and penalized to its fullest extent. If any monthy payment has been setup that also can be cancelled at any time upon your discretion.

EXHIBIT A:  Specifications for the Software (if any)
Software Development Agreement
Review List

This review list is provided to help you complete this Software Development Agreement.  Software development is still a largely immature market full of pitfalls and perils for both the publisher, the Buyer in this case, and the End-User, not applicable in this Agreement.  No other industry to our knowledge, for example, willfully has able bodied and competent experts issuing bugs and viruses just for the pure pleasure of it.  Therefore, the Buyer of software and software development must be especially careful when entering into contracts with Developers.  Developers, on the other side of the equation, often are deeply suspicious of publishers so, in a similar manner, are wary in their dealings with them.  As with all of our legal forms and business advice, our role is to guide you with regard to the practical business matters and not give legal advice per se.  Therefore, our business advice is, that no matter which side of this equation you are on, beware of these activities and be scrupulous about your conduct in order to have the relationship go smoothly in an industry that runs anything but smoothly.

Be sure both parties sign the Agreement prior to commencing work.  Be sure all monies are clear.  We advise that Buyers provide some deposit as a good faith gesture since most developers need the funds to operate and live.  We also suggest that Buyers be aware that any repair work, whether on a house or a software program, can discover unanticipated problems.  It is important for the long-term survival of the software that the Buyer permit the Developer to reveal candidly any flaws uncovered in the software so it may be addressed.  Punishing the bearer of bad tidings is a distinctly self-destructive act by many publishers.

Time pressure placed upon Developers, plus ill-defined missions, has led to much bad and buggy software being sold and released to make artificial deadlines.  Further compounding this problem, most Developers refuse to outline, blue print, and otherwise prepare their activities prior to commencing actual coding.  Both of these tendencies, very uncommon in most established consumer product industries, lead to misunderstandings, financial problems for the participants, end-user unhappiness, and so on and so on.  Whether you are the Developer or the Buyer, you can help improve this situation in this Agreement by not putting undue time pressures on projects, defining in outlines and blue prints what the product should do, and provide sufficient time for Q & A to resolve problems.  As they say in carpentry, “Measure twice; cut once.”
 
Print at least two copies of this Agreement because, especially for the Buyer, this document relates to your ownership rights to the software in question.  You should keep a copy in your corporate records as well as with the software worked upon.  Well-documented ownership trails almost always become a major issue at some point in the software business.  Keeping a good audit trail will save your corporation time and money in the long term.  The Developer is advised to keep copies for marketing purposes in the future; while you may not be able or want to disclose the exact document, you can get a letter of commendation, if possible, from the Buyer at the end of the project.  This can be a very helpful sales tool with potential buyers in a turbulent market (and we say that as a buyer ourselves!)