Terms and Conditions

APPSTIRR (LABSTIRR CORP) has created this refund policy to describe the circumstances when APPSTIRR (LABSTIRR CORP) will issue a refund, the process for claiming a refund against an order and the liabilities of APPSTIRR (LABSTIRR CORP) related to a transaction ending in a refund claim. By registering for any of APPSTIRR (LABSTIRR CORP) services, you are stating that you have read and accept all of the terms and conditions outlined in this refund policy.

1. Duties and Responsibilities

APPSTIRR (LABSTIRR CORP) shall serve as an independent contractor of Buyer, and shall design, develop, and implement an application according to the agreed scope and related information, if any, and incorporated herein by reference ("Specifications") and as more fully set forth in this Agreement (“the Software”). APPSTIRR (LABSTIRR CORP) has been contracted for this specific task only, and it will report all findings and make all recommendations directly to the management of Buyer or as otherwise directed by Buyer. The Software, including all versions in either source code or object code form, shall be delivered to Buyer as soon as the Beta version is approved by the Buyer for the launch. APPSTIRR (LABSTIRR CORP) will deliver an updated version of the Software, to the extent one exists, to Buyer at the end of the warranty period.

2. Ownership of Software

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 the Software shall be the sole property of Buyer once it is completed and paid for by Buyer as herein provided. APPSTIRR (LABSTIRR CORP) hereby assigns to Buyer, without further compensation, all of its rights, title and interest in and to the Software and any and all related patents, patent applications, copyrights, copyright applications, trademarks and trade names for the Software. All versions of the Software shall contain Buyer's conspicuous notice of copyright. Buyer will purchase the publishing accounts and other appropriate licenses and provide the respective credentials to APPSTIRR (LABSTIRR CORP) . APPSTIRR (LABSTIRR CORP) will upload and publish the Software under the Buyer’s name unless otherwise directed by Buyer.

3. Independent Contractor

APPSTIRR (LABSTIRR CORP) is acting as an independent contractor with respect to the services provided to Buyer. Neither APPSTIRR (LABSTIRR CORP) nor the employees, consultants or contractors of APPSTIRR (LABSTIRR CORP) performing services for Buyer will be considered employees or agents of Buyer. Buyer will not be responsible for APPSTIRR (LABSTIRR CORP) ’s actions or the actions of APPSTIRR (LABSTIRR CORP) ’s 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.

4. General

Client may not assign or subcontract this Agreement, or any rights or obligations hereunder, whether by operation of contract, law, or otherwise, except with the express written consent of APPSTIRR (LABSTIRR CORP) , and any attempted assignment in violation of this Section shall be void.

5. Limitation of Liabilities

APPSTIRR (LABSTIRR CORP) shall not be liable for any special, exemplary, consequential, incidental, indirect or punitive damages whatsoever (including but not limited to damages related to (i) Loss of business, anticipated revenues or profits, or any other pecuniary loss, (ii) Damages for loss of data, personal or confidential information or privacy. This limitation shall be effective if any remedy fails of its essential purpose.

6. Development Staff-Monitoring

APPSTIRR (LABSTIRR CORP) 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. APPSTIRR (LABSTIRR CORP) shall arrange for such employees and/or contractors, if any, to execute and deliver any document or instrument reasonably requested by Buyer to reflect Buyer's ownership of the Software or in connection with any application for patent or copyright.

7. Change in Specifications

Buyer may request that changes be made to the Specifications, other aspects of the Agreement, or tasks associated with this Agreement. If Buyer requests any such changes, APPSTIRR (LABSTIRR CORP) will use its best efforts to implement the requested changes at no additional expense to Buyer and without delaying delivery of the Software. In the event that the proposed change will cause a delay in delivery of the Software or additional expense to Buyer, then Buyer and APPSTIRR (LABSTIRR CORP) shall confer, and Buyer shall, in its discretion, elect either to withdraw its proposed changes or agree that APPSTIRR (LABSTIRR CORP) may deliver the Software with the proposed changes subject to a new delivery schedule and Buyer’s payment to APPSTIRR (LABSTIRR CORP) of any additional expense. If Buyer’s proposed change does not affect the then current phase of the project, then the proposed change will be considered after the completion of that then current phase.

8. Confidentiality

A. APPSTIRR (LABSTIRR CORP) acknowledges that all material and information supplied by Buyer which has or will come into APPSTIRR (LABSTIRR CORP) ’s possession or knowledge in connection with APPSTIRR (LABSTIRR CORP) ’s performance hereunder, is to be considered Buyer's confidential and proprietary 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. APPSTIRR (LABSTIRR CORP) ’s undertakings and obligations under this Section will not apply, however, to any Confidential Information that: (i) is or becomes generally known to the public through no action of APPSTIRR (LABSTIRR CORP) , (ii) is generally disclosed to third parties by Buyer without restriction on such third parties, or (iii) is approved for release by written authorization of Buyer. Upon termination of this Agreement or at any other time upon request with reasonable advance notice given, APPSTIRR (LABSTIRR CORP) will 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 APPSTIRR (LABSTIRR CORP) or others, which contains Confidential Information to the extent that such material exists. APPSTIRR (LABSTIRR CORP) acknowledges that Confidential Information is the sole property of Buyer. APPSTIRR (LABSTIRR CORP) agrees that disclosure of such information to, or use by, third parties, either during or after this Agreement, will in the strictest confidence, not to make use of it other than for the performance of this Agreement. APPSTIRR (LABSTIRR CORP) agrees to use best efforts to release Confidential Information only to the APPSTIRR (LABSTIRR CORP) employees or contractors with a need to know such information and not to release or disclose Confidential Information to any other party. APPSTIRR (LABSTIRR CORP) further agrees not to release such information to any employee or contractor who has not signed a written agreement between APPSTIRR (LABSTIRR CORP) and the employee expressly binding the employee not to use or disclose the Confidential Information, except as expressly permitted in this Agreement.

B. APPSTIRR (LABSTIRR CORP) agrees to keep these negotiations with Buyer and performance of APPSTIRR (LABSTIRR CORP) ’s obligations hereunder confidential and not to disclose that information to any third party or entity without the prior written permission of Buyer.

9. Training

APPSTIRR (LABSTIRR CORP) shall provide Buyer’s employees with training on how to use the Software at no additional cost to Buyer as may reasonably be requested by Buyer from time to time after acceptance of the Software by Buyer. All training that APPSTIRR (LABSTIRR CORP) provides hereunder shall be performed at such locations and at such times as are mutually agreed to by the parties. Upon the expiration of the Training Period of 15 days after deployment and upon Buyer's request, APPSTIRR (LABSTIRR CORP) will provide support services necessary to assist Buyer with the use of the Software. Such services will be performed on a time and material basis at APPSTIRR (LABSTIRR CORP) ’s then current hourly rates for such services.

10. Warranties

A. APPSTIRR (LABSTIRR CORP) warrants that for a period of three months following acceptance, the Software will operate according to the Specifications.

B. If during the warranty period the Software does not operate according to the Specifications, APPSTIRR (LABSTIRR CORP) shall, at its expense, fix the Software so that it operates to the Specifications, which will be Buyer’s sole and exclusive remedy hereunder. If APPSTIRR (LABSTIRR CORP) cannot fix the Software to operate according to the Specifications or fails to develop and deliver the Software as agreed herein, Buyer’s sole and exclusive remedy is to reimburse the cost that it paid to APPSTIRR (LABSTIRR CORP) for the Software to date, and under no circumstances will APPSTIRR (LABSTIRR CORP) be liable to Buyer for and Buyer express waives and releases APPSTIRR (LABSTIRR CORP) from any incidental, consequential, punitive, exemplary, lost sales, lost profits or any other type or nature of any alleged damages, fees, costs or claims except for the limited reimbursement remedy provided herein. If APPSTIRR (LABSTIRR CORP) fails to complete and deliver the Software, and Buyer would like to keep the work then completed, Buyer will be entitled only to a partial refund based on the phase completed.

C. APPSTIRR (LABSTIRR CORP) warrants that the Software will not infringe upon any copyright, patent, trade secret or other intellectual property interest of any third party. APPSTIRR (LABSTIRR CORP) will indemnify and hold Buyer harmless from and against any infringement claims, losses, suits and damages arising from the Software 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. For APPSTIRR (LABSTIRR CORP) ’s indemnification obligation pursuant to this Section to arise, Buyer must give APPSTIRR (LABSTIRR CORP) notice of any such infringement allegation and give APPSTIRR (LABSTIRR CORP) the opportunity to take over and direct the defense against any such allegations. Buyer must get APPSTIRR (LABSTIRR CORP) ’s approval of any settlement of any such infringement allegations.

11. Terms and Termination

A. This Agreement shall commence when both parties have signed the document and buyer has paid the project mobilization fee and continue until all of the obligations of the parties have been performed or until earlier terminated as provided herein.

B. APPSTIRR (LABSTIRR CORP) ’s appointment as a contractor pursuant to this Agreement and this Agreement shall terminate upon the occurrence of either of the following events:

• A party defaults on any material obligation owed to the other party pursuant to this Agreement, and the default is not cured following at least forty-five (45) days written notice to the defaulting party.
• Either party becomes 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.
• Section 2, Ownership of Software, and Section 7, Confidentiality, shall survive the expiration or termination of this Agreement.

12. Entirety of Agreement

In case of cancellation by Buyer without good cause no amount will be refunded, and APPSTIRR (LABSTIRR CORP) may, at its discretion, consider this Agreement terminated, null and void.

This is the full and complete agreement of the parties with respect to the subject matter of it, which supersedes any and all previous oral and written representations. No changes to this Agreement shall be effective unless made in writing and signed by the parties hereto.

13. 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.

14. 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.

15. Dispute Resolution

The parties must submit any and all disputes between them arising pursuant to or from this Agreement to mediation. If the dispute cannot be resolved in mediation, any remaining dispute must be submitted to mandatory arbitration to be administered by the American Arbitration Association and its Commercial Arbitration Rules with the resulting award to be confirmed by a court of competent jurisdiction. The Arbitration is to be conducted in the English language in New York, NY (USA) and New York law shall apply without regard to conflict of laws principles.

16. Eligibility of Refund

APPSTIRR (LABSTIRR CORP) takes every project very seriously and ensures that the same is handled in a professional manner and the client gets the result as per the terms and conditions of the proposal. However, if the client is not happy with the outcome and has gone through the dispute resolution process, we do consider refund requests as per the following schedule which clearly lists the services and our refund policy related to each service.

17. Processing of Refunds

Refunds will be processed and mailed within 5 business days of the cancellation date and will be made using the same method of payment as the original (refund by check or refund to credit card).