Terms

App Owners

Terms & Conditions and Client Service Agreement

Support

Harpoon agrees to provide continued support for the Mobile Application for the term of the contract. This refers to any bugs or issues relating to the features. New functionality is only created for Mobile Application where it does not require a redesign.

 

Confidential Information

Harpoon agrees to hold in the strictest confidence information provided by the Company either directly or indirectly and to comply with the Privacy Policy.

 

Credit & Payment

 

Termination

(a) Types of Termination. This Agreement may be terminated:

  1. By either Party on provision of three months written notice to the other Party, subject to a minimum contract length of 12 months.
  1. By either Party for material breach of any provision of this Agreement by the other Party, if the other Party’s material breach is not resolved within three (3) days of receipt of written notice thereof. This shall include any delays to the timeline.
  1. By either party if any time and without prior notice, if Harpoon or either Party is convicted of any crime or offense, fails or refuses to comply with the written policies or reasonable directives of Harpoon, or is guilty of serious misconduct in connection with performance under this Agreement.

(b) Responsibilities after Termination. The Company shall promptly pay Harpoon for any amounts owed before the effective date of the termination. Harpoon acknowledges and agrees that no other compensation, of any nature or type, shall be payable following the termination of this Agreement.

 

Acceptable Usage Policy

Ordering our Products and Services, and accessing your account, is deemed acceptance of these Terms & Conditions.

 

Social Media

You will be held responsible for and accept responsibility for any defamatory, confidential, secret or other proprietary material posted via the Harpoon platform available and visible via your social media page(s).

 

Responsibilities

(a) Of Harpoon. Harpoon agrees to carry out the following duties:

  1. Create the Mobile Application and extend its best efforts to ensure that the design and functionality meet the Company’s specifications.
  1. Provide the agreed Mobile Application set out herein in a timely and productive manner
  1. On completion of the Mobile Application, offer guidance to the Company in their use, to include demonstrating of the initial technical system set up to the Company
  1. Provide Mobile Application that are satisfactory and acceptable to the Company and substantially free of defect. Where any defects should be found, Harpoon agrees to work in a fast and timely manner to fix the specific error.

(b) Of the Company. The Company agrees to do each of the following:

  1. Engage Harpoon as the creator of its Mobile Application
  1. Provide all assistance to Harpoon in order to complete the Mobile Application timely and efficiently.

Parties’ Representations and Warranties

(a) The Parties each represent and warrant as follows:

  1. Each Party has full power, authority, and right to perform its obligations under the Agreement.
  2. This Agreement is a legal, valid, and binding obligation of each Party, enforceable against it in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, or similar laws affecting creditors’ rights generally and equitable remedies).
  3. Entering into this Agreement will not violate the charter or bylaws of either Party or any material contract to which that Party is also a party.

(b) Harpoon hereby represents and warrants as follows:

  1. Harpoon has the experience and ability to deliver the Mobile Application.
  2. The Mobile Application shall be delivered in accordance with and shall not violate any applicable laws, rules, or regulations, and Harpoon shall obtain all permits or permissions required to comply with such laws, rules, or regulations.
  3. Harpoon is responsible for paying all ordinary and necessary expenses of itself or its staff. .

(c) The Company hereby represents and warrants as follows:

  1. The Company will make timely payments of amounts earned by Harpoon under this Agreement and as detailed in the Schedule of Payments hereto.
  2. The Company shall notify Harpoon of any changes to its procedures affecting Harpoon’s obligations under this Agreement at least seven days prior to implementing such changes.
  3. The Company shall provide such other assistance to Harpoon as it deems reasonable and appropriate.

 

Product and Services: Representation and Warranties

(a) Performance. Harpoon hereby warrants and represents that following delivery of the Mobile Application to the Company pursuant to the initial set-up, they will be supported and maintained to endeavour to ensure any programming errors and defects in workmanship and materials are kept to a minimum, and will conform to the specifications of the Application Schedule. If programming errors or other defects are discovered, Harpoon shall promptly remedy those errors or defects within a 3 day period.

(b) No Disablement. Harpoon hereby warrants and represents that the Mobile Application, when delivered or accessed by the Company, will be free from material defects, and from logic locks, and other disabling devices or codes, and will not contain any viruses know to Harpoon, Trojan horse, worm, drop-dead devices, trap doors, time bombs, or other software routines or hardware component that could permit unauthorized access, disable, erase, or otherwise harm the Product and Services or any software, hardware, or data, cause the Product and Services or any software or hardware to perform any functions other than those specified in this Agreement, halt, disrupt, or degrade the operation of the Product and Services or any software or hardware, or perform any other such actions.

(c) Timings and Delays. Harpoon recognizes and agrees that failure to deliver the Mobile Application in accordance with the delivery schedule detailed in Completion Schedule to this Agreement may result in expense to the Company. Harpoon shall inform the Company immediately of any anticipated delays in the delivery schedule and of any remedial actions being taken to ensure completion of the Mobile Application according to such schedule. In such case, Harpoon will provide the Company with written notice of the delay and work on the Product and Services until the reason for the delay has been resolved by the Company and written notice of that resolution has been provided to Harpoon. The Company may not declare a breach, and Harpoon cannot be held in breach of this Agreement, of this section if such delay is caused by an action or failure of action of the Company.

 

 

Nature of Relationship

(a) Independent Contractor Status.

Harpoon agrees to deliver the Mobile Application hereunder solely as an independent contractor. The Parties agree that nothing in this Agreement shall be construed as creating a joint venture, partnership, franchise, agency, employer/employee, or similar relationship between the Parties, or as authorizing either Party to act as the agent of the other. Harpoon is and will remain an independent contractor in its relationship to the Company. The Company shall not be responsible for withholding taxes with respect to Harpoon’s compensation hereunder. Harpoon shall have no claim against the Company hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind. Nothing in this Agreement shall create any obligation between either Party and/or a third party.

(b) Indemnification of the Company by Harpoon

The Company has entered into this Agreement in reliance on information provided by Harpoon, including Harpoon’s express representation that it is an independent contractor and in compliance with all applicable laws related to work as an independent contractor. If any regulatory body or court of competent jurisdiction finds that Harpoon is not an independent contractor and/or is not in compliance with applicable laws related to work as an independent contractor, based on Harpoon’s own actions, Harpoon shall assume full responsibility and liability for all taxes, assessments, and penalties imposed against Harpoon and/or the Company resulting from such contrary interpretation, including but not limited to taxes, assessments, and penalties that would have been deducted from Harpoon’s earnings had Harpoon been on the Company’s payroll and employed as an employee of the Company.

Non-Conflict of Interests; Other Activities;

Harpoon warrants to the Company that, to the best of its knowledge, it is not currently obliged under any existing contract or other duty that conflicts with or is inconsistent with this Agreement. During the Term, Harpoon is free to engage in other development activities; provided, however, Harpoon shall not accept work, enter into contracts, or accept obligations inconsistent or incompatible with Harpoon’s obligations or the scope of Services to be rendered for the Company pursuant to this Agreement.

  

Indemnification

(a) Of Company by Harpoon. Harpoon shall indemnify and hold harmless the Company and its officers, members, managers, employees, agents, contractors, sublicenses, affiliates, subsidiaries, successors and assigns from and against any and all damages, liabilities, costs, expenses, claims, and/or judgments, including, without limitation, reasonable attorneys’ fees and disbursements (collectively, the “Claims”) that any of them may suffer from or incur and that arise or result primarily from (i) any gross negligence or willful misconduct of Harpoon arising from or connected with Harpoon’s carrying out of its duties under this Agreement, or (ii) Harpoon’s breach of any of its obligations, agreements, or duties under this Agreement.

(b) Of Harpoon by Company. The Company shall indemnify and hold harmless Harpoon from and against all Claims that it may suffer from or incur and that arise or result primarily from (i) the Company’s operation of its business, (ii) the Company’s breach or alleged breach of, or its failure or alleged failure to perform under, any agreement to which it is a party, or (iii) the Company’s breach of any of its obligations, agreements, or duties under this Agreement; provided, however, none of the foregoing result from or arise out of the actions or inactions of Harpoon.

 

Data

The Company retains the right to its customer data and this data can be exported from the platform or upon request at anytime. The Company is the sole owner of the data gathered on this product and this data may not be used without the Company knowledge or explicit permission.

A Data Transfer fee may apply on cancellation based on the size of the data transfer not to exceed €100. No fee will apply where the Company uses Harpoon’s open Application Programme Interface (“API”) to extract the data from the server.

Intellectual Property

Harpoon has ownership of all technology Intellectual Property inherent in the Mobile Application.

 

 

(a) No Intellectual Property Infringement by Harpoon. Harpoon hereby represents and warrants that the use and proposed use of the Mobile Application by the Company or any third party does not and shall not infringe, and Harpoon has not received any notice, complaint, threat, or claim alleging infringement of, any trademark, copyright, patent, trade secrets, industrial design, or other rights of any third party in the Mobile Application, and the use of the Mobile Application will not include any activity that may constitute “passing off.” To the extent the Mobile Application infringes on the rights of any such third party, Harpoon shall obtain a license or consent from such third party permitting the use of the Product and Services.

(b) No Intellectual Property Infringement by Company. The Company represents to Harpoon and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Harpoon for inclusion in the Mobile Application are owned by the Company, or that the Company has permission from the rightful owner to use each of these elements, and will hold harmless, protect, indemnify, and defend Harpoon and its subcontractors from any liability (including attorneys’ fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the Company.

(c) Continuing Ownership of Existing Trademarks. Harpoon recognizes the Company’s right, title, and interest in and to all service marks, trademarks, and trade names used by the Company and agrees not to engage in any activities or commit any acts, directly or indirectly, that may contest, dispute, or otherwise impair the Company’s right, title, and interest therein, nor shall Harpoon cause diminishment of value of said trademarks or trade names through any act or representation. Harpoon shall not apply for, acquire, or claim any right, title, or interest in or to any such service marks, trademarks, or trade names, or others that may be confusingly similar to any of them, through advertising or otherwise. Effective as of the termination of this Agreement, Harpoon shall cease to use all of the Company’s trademarks, marks, and trade names.

Personal Data

Harpoon has a personal data protection policy, which is detailed in the Privacy Policy document found at http://harpoonconnect.com/privacy/

Amendments

No amendment, change, or modification of this Agreement shall be valid unless in writing and signed by both Parties.

Assignment

Harpoon may not, without the written consent of the Company, assign, subcontract, or delegate its obligations under this Agreement, except that Harpoon may transfer the right to receive any amounts that may be payable to it for its Services under this Agreement, which transfer will be effective only after receipt by the Company of written notice of such assignment or transfer.

Successors and Assigns

All references in this Agreement to the Parties shall be deemed to include, as applicable, a reference to their respective successors and assigns. The provisions of this Agreement shall be binding on and shall inure to the benefit of the successors and assigns of the Parties.

Headings

Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

Products and Services

  1. Purpose of Mobile Application

The purpose of the Mobile Application is to enable the Company to interact and engage with its User Base and Customers to deliver a range of supports and services.

  1. Description of Mobile Application (where applicable)

iOS and Android

  1. Newsfeed
  2. Marketing: Create deals and coupons
  3. Ticketing: Create events, manage the ticketing process and take payment
  4. Business Listings
  5. Communications: Push notifications
  6. Analytics: Capture and analyse customer data
  7. Merchandise: Market and Sell products to Users
  1. Content

All content shall be provided to Harpoon by the Company in the formats specified below:

  1. All text shall be provided in Word, PDF, or HTML
  2. All graphics shall be provided as required in PSD, JPEG or PNG formats 
  1. Specifications

The Parties hereby agree on the following specifications for the Mobile Application (collectively, the “Specifications”):

Harpoon shall develop the Mobile Application to project the highest professional image. Harpoon shall not include any links to other sites without the prior written consent of the Company.

  1. Platform Requirements.

The Application provided by Harpoon to the Company shall be compatible with the following mobile devices: Native iOS & Android

Force Majeure

A Party shall be not be considered in breach of or in default under this Agreement on account of, and shall not be liable to the other Party for, any delay or failure to perform its obligations hereunder by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that Party’s reasonable control (each a “Force Majeure Event”); provided, however, if a Force Majeure Event occurs, the affected Party shall, as soon as practicable:

(a) Notify the other Party of the Force Majeure Event and its impact on performance under this Agreement; and

(b) Use reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations hereunder.

No Implied Waiver

The failure of either Party to insist on strict performance of any covenant or obligation under this Agreement, regardless of the length of time for which such failure continues, shall not be deemed a waiver of such Party’s right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation under this Agreement shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation.

Counterparts/Electronic Signatures

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. For purposes of this Agreement, use of a facsimile, e-mail, or other electronic medium shall have the same force and effect as an original signature.

Severability

Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provisions had never been contained herein.

Entire Agreements

This Agreement, constitutes the final, complete, and exclusive statement of the agreement of the Parties with respect to the subject matter hereof, and supersedes any and all other prior and contemporaneous agreements and understandings, both written and oral, between the Parties. Where one part of the agreement may not be enforceable it shall in no way invalidate any other parts of the agreement.

Governing Law

This Agreement shall be governed by the laws and courts of the Republic of Ireland.

Notice

Any notice or other communication provided for herein or given hereunder to a Party hereto shall be in writing and shall be given in person, by overnight courier, or by mail (registered or certified mail, postage prepaid, return-receipt requested) to the respective Parties as follows:

If to Harpoon:

Derek Counihan

The Voucher Link Limited

Tom Crean Centre

Kerry Technology Park

Tralee

County Kerry

Ireland