Speedshop Contract

speedshop.md

This is a Services Agreement between The Speedshop Ltd. Co. (“we,” “us,” “our”) and any individual, entity, or organization that procures our services (“you” or “your”).

1. Acceptance of Terms: Any work that we do for you is governed by the terms and conditions that you’re reading now. If you don’t agree to them, we can’t provide you with any services. This agreement is a binding contract between you and The Speedshop.
2. Terms May Change: Periodically, we may change the terms and conditions in this agreement, including the amount of our fees. If we do change any of these terms, they’ll take effect for you the next time that you contract for our services. Any work that we’ve already completed or previously initiated for you continue to be governed by the agreement in effect at the time that you contracted with us.
3. Taxes: You are responsible for payment of all applicable sales and use taxes.
4. Refund: If you’re genuinely dissatisfied with our services and provide us with notice within thirty (30) days of delivering our report to you, we’ll refund our fee.
5. Services: In exchange for our fee, we’ll provide you with a written report tailored to your application and provide you with one follow-up round of Q&A. Our report is based on the state of your application at the time it was reviewed by us. This report will consist of the following items: (i) basic information about Ruby web application performance and how to improve it; (ii) specific suggestions for changes to your application, which you may implement on your own; (iii) “quick wins,” which consist of changes that we believe are low-cost, quick to implement, and likely to improve the performance of your application; and (iv) “random thoughts,” which are intended to address the high level issues with your specific application and provoke further discussion. We do not revise the written report once delivered and we won’t follow up with further reports. You agree to accept our report “as is.” Once the report is delivered, we’ll schedule time to answer questions regarding it. You must gather your comments and questions together into a single package for our review; we don’t provide more than one round of Q&A.
6. No Guarantee of Results: We make no guarantee or representation whatsoever about the number of leads, sales, conversions, clickthroughs, impressions, performance gain, or any return on investment resulting from our work with you.
7. Content Ownership: We retain ownership in the copyright to all reports produced through this service and invite you to share our report internally with other members of your organization on an as-needed basis. We do not, however, grant you permission to modify the report, reproduce it for individuals outside of your company, display or perform it publicly, or distribute it to any third party. If any application code changes are suggested, in report or any other form (such as a pull request), you are granted an irrevocable, unlimited and perpetual license to incorporate those changes into your application.
8. Termination: Neither of us may terminate this agreement, except on material breach of it by the other party, and only if the breaching party has failed to cure its breach within thirty (30) days of notice.
9. Independent Contractor: The Speedshop is an independent contractor to you/your organization. By entering this contract, we don’t intend to create a joint venture or partnership or become one of your employees. Neither of us are granted any rights to control the other or to enter into agreements on the other’s behalf.
10. Not Exclusive: We provide services to a number of clients. You recognize and agree that we may provide services to a number of individuals and organizations, including potential competitors, and are in no way obligated to provide services exclusively to you.
11. Publicity: Referrals are how we're able to get work in the future, and we love showing off our major victories. You grant us the perpetual right (but not the obligation) to mention your name (or your company’s name) on our website and in our marketing collateral as an individual/organization that utilized our services. If you submit a testimonial to our website, or through e-mail, we’d love to publish it! You grant us permission to re-publish your testimonial on our website.
12. Business Hours: The Speedshop's business hours are 9am-5pm Mountain Time. We take the following days off: January 01, MLK Day, Memorial Day, July 04, Labor Day, Thanksgiving, Black Friday, December 24, December 25, December 31. We agree to put in a reasonable effort to reply to anything Speedshop-related during business hours, but outside of those times we're probably going to live our lives and be awesome to our friends and families.
13. Limitation on Liability: OUR LIABILITY UNDER THIS AGREEMENT WITH RESPECT TO THE SERVICES THAT WE PROVIDE AND ANY REPORTS THAT WE PROVIDE, OR ANY OTHER MATERIALS PROVIDED AS PART OF OUR SERVICES, IS LIMITED TO CORRECTION OF THE SERVICES OR MATERIALS. IF CORRECTION IS NOT POSSIBLE OR IMPRACTICAL, THEN OUR LIABILITY IS LIMITED TO A REFUND OF ANY FEES PAID TO THE SPEEDSHOP BY YOU UNDER THIS AGREEMENT. THIS LIABILITY LIMIT APPLIES TO ANY LEGAL THEORY OF DAMAGES, INCLUDING NEGLIGENCE, CONTRACT, WARRANTY, OR OTHERWISE AS MAY BE APPLICABLE. WE WON’T BE LIABLE FOR ANY LOST PROFITS, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, EVEN IF WE’VE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14. Representations and Warranties: We represent and warrant that, to the best of our knowledge, our services will not infringe on the intellectual property rights of any third party. You represent and warrant that any materials you provide us will similarly not infringe on any third party’s intellectual property rights. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, WE, THE SPEEDSHOP, MAKE NO WARRANTIES WHATSOEVER. WE EXPLICITLY DISCLAIM ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS APPLICABLE TO THE PROJECT. EXCEPT AS MAY BE EXPRESSLY PROVIDED, OUR SERVICES AND ANY MATERIALS DELIVERED TO YOU ARE PROVIDED “AS IS.”
15. Assignment: In general, you don’t have the right to assign this agreement to any other individual or business organization. However, you may assign this agreement to an heir or an organization that acquires all or most of your stock, assets, or business. This agreement will bind your heirs, assigns, executors and administrators.
16. Waiver: If one of us chooses not to act on a breach of this agreement, that choice won’t waive our right to enforce the agreement or any of its terms based on a subsequent breach.
17. Modification: This agreement can only be modified by a writing signed by both of us.
18. Severability: If any provision of this agreement isn’t enforceable, the rest of this agreement remains valid and enforceable.
19. No Third-Parties: This contract is only intended to benefit you, the client, and The Speedshop, not any third party.
20. Force Majeure: We won’t be in breach of this agreement if fire, earthquake, illness, death, act of God, labor dispute, or other event beyond our control prevents us from providing services in a timely fashion. We’ll notify you about the situation and work with you to establish a timeline for completing our services, if possible.
21. Governing Law/Forum Selection: New Mexico law governs this contract. We both agree to resolve any disputes exclusively in the state or federal courts located in Albuquerque, New Mexico and not anywhere else. You submit to the personal jurisdiction and venue of those courts.
22. Headings: Headings for each paragraph are provided for convenience only. They won’t be given legal effect in interpreting or limiting the scope of the agreement.
23. Entire Agreement: This is our entire Agreement. It supersedes all other discussions, understandings, and negotiations between us, if any.