Design, Development, Research and Consultation

Website Development Agreement

This Website Development Agreement (the “Agreement”) is made and entered into by and between Hungry Geeks Philippines Incorporated acting as the service support coordinator for its Members (“HGorg”) and the party to whom service(s) are being provided to (the “Client”). The Effective Date of this Agreement will be the date HGorg starts providing Services to Client pursuant to Work Order(s). HGorg and Client are sometimes hereinafter referred to singularly as “Party” and collectively as “Parties”.

WITNESSETH:

WHEREAS, HGorg is an NGO with the mission statement of assisting HGog Members to learn how to work online providing consulting, design, research, development and other services relating to, among other things, development of websites, SEO, SMO, social media/online marketing, blogging and BPO services; and

WHEREAS, Client desires to support HGorg’s mission statement and engage HGorg Members, and HGorg desires to utilize Client’s project(s) as a learning experience for HGorg’s  Members whom shall provide the services to Client under the terms and subject to the conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the mutual covenants and promises contained herein the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:

1. HGorg Services

HGorg’s Members can provide Client with a host of services including but not limited to design, development, research. consultation, data entry, marketing, programming, BPO, VPA and other services as HGorg and Client agree to in writing from time to time (the “Services”). Hgorg Members can provide Client with additional services, if any, as the Parties agree in writing from time to time (the “Additional Services”). Obligations of HGorg Members, if any, to provide ongoing maintenance, hosting, backups, programming, search engine optimization, blogging, testing, updating, consultation or other tasks or services associated with any website, webpages or the like shall be included as part of Additional Services, if applicable. (The Services and the Additional Services are hereinafter referred to collectively as the “Services.”) Subject to the terms and conditions of this Agreement, HGorg Members are only responsible for providing the Services to Client as the Parties have agreed to in writing. HGorg Members are not responsible for providing any services or performing any tasks not specifically agreed to between the Parties in writing.

HGorg will use reasonable commercial efforts to oversee, direct and project manage the Member(s) providing of the Services and endeavor to deliver to Client an operational website, application, milestone deliverable or other Services on the dates as agreed in each Work Order, provided however, Client acknowledges that HGorg and its underlying Member developer’s, designer’s and programmer’s ability to deliver the Services in a timely manner depends upon Client’s cooperation in providing all materials, information, Specifications and Client Content (as defined herein) necessary to be provided by Client to complete the project including but not limited to providing prompt feedback when Client’s approval is requested, providing qualified personnel to perform associated tasks in connection with the Services including attendance of any training that may be provided by HGorg and otherwise meeting Client’s obligations as set forth herein. In addition, Client acknowledges that any estimated delivery date, and other projected milestone(s) delivery date(s), are good faith estimates based upon HGorg’s best business judgment and are not guaranteed. Additionally, Client understands that HGorg outsources the Services to third party Member contractors therefore milestone deliverables may be affected for reasons beyond HGorg’s direct control.

2.  Development Process and Parties’ Obligations

2.1 Specifications

Client will provide HGorg with a written specification document showing in reasonable details Client’s specifications for the Services to be provided or in the alternative HGorg, in consultation with Client, shall prepare the written specifications for the Services to be performed (the “Specifications”). The Specifications shall consist of, among other things, any design for a website, a flowchart of the pages for any website, programming and interactive feature requirements, the placement of any content or other materials which are to be incorporated into any website, associated development milestones, HGorg’s compensation and an estimated deployment date. Depending on the complexity and size of any website to be developed in connection with the Services, in some cases, HGorg may simply create a demo website for the Client using templates, in which case, said demo website will be considered the Specifications for said Services including any other deliverables which are duly agreed upon in writing and executed by both Parties.

HGorg shall use combinations of technology as HGorg, in consultation with the Client, deems appropriate to provide the Services, which shall be outlined in reasonable detail in said Specifications. Notwithstanding the foregoing, from time to time, the Parties may elect to add, change or substitute certain technologies being utilized in, in which cases the Specifications will be amended in writing by the Parties. Should any such changes in technologies result in an additional change to the Client, any such additional charges must be agreed to by Client in writing and in advance of HGorg making such change.

In consideration for that portion of the Services to be rendered by HGorg in connection with developing Client’s Specifications, Client shall pay to HGorg, upon execution of this Agreement, a good faith fee of two hundred dollars ($200) (the “Specification Fee”). Upon Acceptance by Client of the Specifications and associated pricing, terms and conditions evidenced by the execution of a Work Order, HGorg shall cause tasks to commence associated with the design, development and programming of an initial version of the Services as outlined in the Specifications to provide (the “Initial Version”) and notify the Client of the URL or other address of the Initial Version for Client’s approval.

Client shall make payment to HGorg in accordance with the applicable payment schedule set forth in the Specifications.

2.2 Delivery of Client Content

“Client Content” shall mean any materials provided by Client for incorporation in any website, application or other Services being provided including, but not limited to, any images, photographs, illustrations, graphics, audio clips, video clips or text. Client shall deliver the Client Content to HGorg in an electronic file format specified and accessible by HGorg (e.g .txt, .gif, .jpg) or as otherwise specified in the Specifications. Any services required to convert or input Client Content not set forth in the Specifications shall be charged as Additional Services. Client shall promptly deliver all Client Content to HGorg as required by HGorg. HGorg reserves the right to use “filler text” or “under construction” text in order to meet milestone deadline(s) if Client fails to submit Client Content when requested by HGorg.

Client assumes sole responsibility for: (a) acquiring any authorization(s) necessary for hypertext links to third party websites; and (b) the accuracy of materials provided to HGorg, including, without limitation, Client Content, descriptive claims, warranties, guarantees, nature of business, and address where business is conducted; and (c) ensuring that the Client Content does not infringe or violate any right of any third party or violate any applicable laws.

Client shall provide Client Content that does not contain any content or materials which are obscene, threatening, malicious, which infringe on or violate any applicable law or regulation or any proprietary, contract, moral, privacy or other third party right, or which otherwise expose HGorg to civil or criminal liability. Any such materials provided by Client which do not satisfy the foregoing requirements shall be deemed to be a material breach of this Agreement.

2.3 Term

Notwithstanding those provisions which are meant to survive termination or expiration of this Agreement or any other terms or conditions in this Agreement to the contrary, this Agreement will become effective upon the date that HGorg starts providing Services to Client pursuant to Work Order(s) and continue on a month to month basis until (i) terminated by either Party for any reason with or without cause with thirty (30) days written notice to the other Party, or (ii) terminated by either Party for cause with ten (10) days written notice to the other Party, absent cure. 

2.4 HGorg’s Compensation

For all Services and Additional Services under this Agreement, Client agrees to pay HGorg the amounts as agreed to between the Parties. Additionally, Client shall be responsible for any sales, use or excise taxes applicable to the Services provided hereunder, including any interest or penalties which may be associated therewith. 

2.5 Revisions

Client shall have five (5) business days, or such time as otherwise agreed by the Parties in writing, from the date of a written notice of completion of the Initial Version to review and request in writing from HGorg revisions to the Initial Version. Upon receipt of such requests, HGorg shall use commercially reasonable efforts to cause implementation of such revision requests that are within the scope of, and consistent with, the Specifications. If Client wishes to implement any revisions that deviate in any material respect from the Specifications, Client shall submit to HGorg a written change order containing (i) such revisions in detail and (ii) a request for a price quote for each change (collectively, the “Change Order”). HGorg shall promptly evaluate the Change Order and submit to Client for its written acceptance a proposal for undertaking the applicable tasks and a price quote reflecting all associated fees associated with Client’s Change Order.

Client shall have five (5) business days from receipt of such proposal to accept or reject HGorg’s proposal in writing. If Client accepts HGorg’s proposal to undertake the work necessitated by the Change Order, then the Change Order, as supplemented and/or modified by HGorg’s proposal, shall amend and become a part of the Specifications and HGorg shall proceed to cause implementation of such revisions in accordance with the Specifications as so modified. If (i) Client has not made any requests for revisions by the end of ten (10) days from the date of written notice of completion of the Initial Version, or by such time as otherwise agreed by the Parties in writing, or (ii) upon completion of implementation of such requests which were mutually agreed upon by the Parties under the revised Specifications, the Services provided shall be deemed accepted by Client (“Acceptance”).

2.6 Transfer

Upon Acceptance any remaining payments due HGorg shall be paid in full, HGorg shall transfer operation of any website(s), webpage(s), application(s) or other Services being provided to a computer system owned and operated by Client and/or its designated third party or if Client has contracted with HGorg for hosting services, then, in such event, hosted on 1HGorg’s underlying hosting provider’s servers whereby any websites, webpages, application or other data may be accessed via the Internet (the “Host Server”). Client agrees to make an offsite backup of all data resulting from said Services. 

2.7 Work Order(s)

In the event Client desire Services. then, in such event the Parties shall execute work orders (each a “Work Order”) upon which each such Work Order(s) shall be incorporated into and shall become a part of this Agreement and shall be subject to the terms and conditions hereof.

The execution of Work Order(s) may be done via email confirming the Parties agreement regarding such Work Order(s).

3. Proprietary Rights

3.1 Proprietary Rights of Client

As between Client and HGorg, Client Content shall remain the sole and exclusive property of Client, including, without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights. Nothing in this Agreement shall be construed to grant HGorg any ownership right in, or license to, the Client Content other than a limited license as necessary to provide the Services.

3.2 Proprietary Rights of HGorg

Subject to Client’s ownership interest in Client Content, all materials, including, but not limited, to any computer software (in object code and source code form), script, programming code, data, information or CSS or HTML scripts developed or provided by HGorg or its suppliers under this Agreement (with the exception of original elements of audiovisual displays created hereunder specifically for Client, which shall be deemed to be part of Client Content), and any trade secrets, know-how, methodologies and processes related to HGorg’s products or services, shall remain the sole and exclusive property of HGorg or its suppliers, including, without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights inherent therein and appurtenant thereto (collectively “HGorg Materials”). To the extent, if any, that ownership of the HGorg Materials does not automatically vest in HGorg by virtue of this Agreement or otherwise, Client hereby transfers and assigns to HGorg all rights, title and interest which Client may have in and to any HGorg Materials. Client acknowledges and agrees that HGorg is in the business of designing, developing and hosting websites, applications and other data and that HGorg shall have the right to provide to third parties services which are the same or similar to the Services, and to use or otherwise exploit any HGorg Materials in providing such services.

Upon HGorg receiving final payment for the Services rendered, HGorg will grant to Client a limited, non-exclusive, nontransferable, perpetual, royalty free, paid up license to make use of HGorg Materials which are incorporated in any website(s), webpage(s), application(s)  or the like and which are required for the operation of any website(s), webpage(s), application(s) or the like solely to operate the website(s), webpage(s), application(s) or the like on the Host Server. HGorg hereby reserves for itself all rights in and to the HGorg Materials not expressly granted to Client in the immediately foregoing sentence. In no event shall Client use any trademarks or service marks of HGorg without HGorg’s prior written consent. Unless otherwise agreed to in writing by HGorg, the transfer or attempted transfer of any website(s), webpage(s), application(s)  or the like to any host server other than the Host Server shall automatically terminate the foregoing license. Client will reserve the right to operate a single live version of the delivered website(s), webpage(s), application(s) or the like on a web server, server cluster, or load-balanced server environment. Client reserves the right to transfer any website(s), webpage(s), application(s) or the like materials and/or code developed by HGorg to a second web server if the need arises to maintain, repair or replace the original web server. Written approval from HGorg to perform these tasks is not required, however, Client will be responsible for any performance, usability, security, data integrity or reliability issues that may result from moving any website(s), webpage(s), application(s)  or the like from the original Host Server. Client also reserves the right to back up any material or code relating to the Services being provided to Client.

4. Out-of-Pocket Expenses

Client shall pay, or promptly reimburse HGorg for, any out-of-pocket expenses, including, without limitation, travel and travel-related expenses outside the geographic area of the Philippines incurred by HGorg in connection with the performance of the Services. All out-of-pocket expenses exceeding two hundred and fifty dollars ($250) will require written approval from Client.

5. Additional Services Fees

Unless otherwise agreed by the Parties in writing Client shall pay to HGorg all fees for Services and Additional Services on a time and materials basis as invoiced by HGorg.

6. Late Payment

Client shall pay to HGorg all fees on the due dates as specified in the Specifications and pay all fees not specifically itemized in the Specifications within thirty (30) days of the date of the applicable HGorg invoice. If Client fails to pay any fees when due, late charges of the greater of one (1%) percent per month or the maximum allowable under applicable law shall also become payable by Client to HGorg. In addition, failure of Client to fully pay any fees when due shall be deemed a material breach of this Agreement, justifying suspension of the performance of the Services by HGorg and will be sufficient cause for immediate termination of this Agreement by HGorg. Any such suspension does not relieve Client from paying past due fees plus interest and in the event of collection enforcement, Client shall be liable for any costs associated with such collection, including, but not limited to legal fees, court costs, and collection agency fees.

7. HGorg Warranties

HGorg represents and warrants that (a) HGorg has the power and authority to enter into and perform its obligations under this Agreement, and (b) HGorg’s Services under this Agreement shall be performed in a workmanlike manner. HGorg further represents and warrants that, for a period of thirty (30) days after Client’s Acceptance of the website, the website will operate substantially in accordance with the Specifications. HGorg further warrants to Client that, to the best of HGorg’s knowledge, the HGorg Materials do not and will not infringe, or be misappropriations of, the property rights of third parties, provided, however, that HGorg shall not be deemed to have breached such warranty to the extent that Client or its agent(s) have modified the website in any manner or if the website incorporates unauthorized third-party materials, through framing or otherwise. Edits to approved copy, changes to graphic elements, altering any page code, or changing links that were functional during the final approval of the website, will not be covered in or under said warranty. HGorg shall not be liable for any damages resulting from written content or images supplied by Client.

8.  LIMITED LIABILITY AND INDEMNIFICATION

HGORG SHALL HAVE NO LIABILITY WITH RESPECT TO HGORG’S OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF HGORG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE LIABILITY OF HGORG TO CLIENT FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL BE LIMITED TO FIFTY (50%) PERCENT OF THE AMOUNT ACTUALLY PAID TO HGORG BY CLIENT UNDER THIS AGREEMENT. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS.

BOTH PARTIES ALSO AGREE THAT HGORG SHALL NOT BE HELD RESPONSIBLE FOR ANY LOSSES SUFFERED FROM ANY EMPLOYEE OR CONTRACTOR OF HGORG THAT IS ACTING OUTSIDE THE SCOPE OF EMPLOYMENT OR ACTING IN NEGLIGENCE.

CLIENT AGREES TO INDEMNIFY AND HOLD HARMLESS HGORG FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, DAMAGES, CAUSES OF ACTION (INCLUDING REASONABLE ATTORNEY FEES AND COURT COST) FROM ANY THIRD PARTY(S) CLAIMING TO BE HAVE BEEN DAMAGED BY THE SERVICES PROVIDED

9. Confidentiality and Non-Solicitation

HGorg acknowledges that (i) any consumer or user information collected on the website or otherwise used in connection therewith, and (ii) any other proprietary business information disclosed by Client to HGorg in connection with the Services being provided is Confidential Information of Client. Client acknowledges that (i) the design, plan and operational features of the website’s source code, application code and programming interface, and (ii) any other proprietary business information disclosed by HGorg to Client in connection with the Services being provided is Confidential Information of HGorg. Confidential Information also includes information received by a Party from others which the Disclosing Party has an obligation to treat as confidential (the “Confidential Information”).  The Party receiving Confidential Information is referred to in this Section as Recipient and the Party disclosing said Confidential Information is referred to in this Section as the Disclosing Party.

Each Party agrees to hold the Confidential Information of the other Party in trust and confidence and not disclose such Confidential Information to any other person or use (directly or indirectly) any such Confidential Information for its own benefit or the benefit of any other party.

Documentation and information shall not be deemed proprietary or Confidential Information and neither Party shall have any obligation with respect to any such information which:

(a) is already known to the Recipient;
(b) is or becomes publicly known through no wrongful act of Recipient;
(c) is received from a third party without similar restriction and without breach of this Agreement;
(d) is independently developed by Recipient;
(e) is approved for release by written authorization of the Disclosing Party; or
(f) is required by law to be disclosed by Recipient, provided prior written notice of such required disclosure and an opportunity to oppose disclosure is given to the Disclosing Party. If in the opinion of the Disclosing Party’s legal counsel, the Recipient becomes legally obligated to disclose any portion of the Confidential Information, the Recipient shall give the Disclosing Party prompt written notice sufficient to allow the Disclosing Party to seek a protective order or other appropriate remedy, and shall, to the extent practicable, consult with the Disclosing Party in an attempt to agree on the form, content, and timing of such disclosure.  The Recipient shall disclose only such information as is required, in the opinion of its legal counsel, and shall exercise all reasonable efforts to obtain confidential treatment for any Confidential Information that is so disclosed.

All Confidential Information transmitted hereunder shall be and remain the property of the Disclosing Party.  Within ten (10) days of request of the Disclosing Party, Recipient shall return to Disclosing Party all Confidential Information, including copies, reproductions, or other media containing such Confidential Information or in alternative Recipient may destroy all Confidential Information and certify such destruction in writing to the Disclosing Party.

Each Party expressly disclaims any and all liability for express or implied representations or warranties regarding any Confidential Information provided, or for omissions from, the information or any other written or oral communication transmitted or made available to the other Party, except for specific representations and warranties made within this Agreement.

Nothing contained herein shall be construed as granting or conferring any rights by license or otherwise in any Confidential Information.

Nothing in this Agreement shall prohibit or restrict either Parties’ right to develop, use or market services similar to or competitive with the Confidential Information as long as it shall not thereby breach this Agreement.

The Parties shall not directly or indirectly, disturb, hire, entice or in any other manner, persuade or induce or attempt to persuade or induce, approach, discuss, contract with or employ any of the other Party’s employees, contractors, sub-contractors or the like without the express written consent of the other Party. 

If either Party violates the confidentially or non-solicitation provisions contained in this Agreement then the other Party shall be entitled to injunctive relief as a matter of right, and to any and all other remedies which may be available under applicable law (none of which remedies shall be mutually exclusive, and all of which remedies may be pursued concurrently and cumulatively).  In addition, in such event, the Party in violation shall reimburse the other Party for all costs and expenses, including reasonable attorneys’ fees, incurred in order to enforce the provisions of this Agreement and/or exercise any remedies for a violation thereof.

The provisions outlined in this Section 9 are meant to survive termination or expiration of this Agreement for a period of two (2) years.

10. Designated Contact

Each Party shall designate one (1) person who will act as the primary liaison for all communications regarding the Services to be rendered by HGorg pursuant to this Agreement. The Parties through their designated liaisons will work together in good faith to keep the development process on schedule. If either Party’s designated liaison should become unavailable during the term of this Agreement, then, in such event, said Party will designate a replacement liaison within ten (10) days of such person becoming unavailable.

11. Miscellaneous 

11.1 Entire Agreement

This Agreement including any Exhibits, Addendums, Attachments, Schedules, Specifications and Work Order(s) constitute the entire agreement between the Parties and supersedes all other agreements whether written or oral relating to the subject matter hereof and there are no representations, understandings or agreements which are not fully expressed in this Agreement. This Agreement can only be changed or modified in writing and signed by both Parties.

11.2 Cooperation

The Parties acknowledge and agree that successful completion of the Services shall require the full and mutual good faith cooperation of each of the Parties.

11.3 Independent Contractors

None of the provisions of this Agreement are intended to create, nor shall be deemed to constitute or create, any relationship between the parties hereto other than that of independent entities contracting with each other solely for the purposes of effecting the provisions of this Agreement.  The Parties shall perform their respective obligations under this Agreement as independent contractors, and as such shall have and maintain complete control over all of their employees, agents, contractors or subcontractors and operations. Neither Party hereto, nor its respective agents, servants, contractors or subcontractors shall be entitled to any benefits of employment by the other party, nor shall the Parties hereto pay or withhold any tax ordinarily paid or withheld for employees of the other Party.  Neither of the Parties hereto, nor any of the respective officers, directors, employees, contractors or subcontractor shall be construed to be an agent, employee, representative or partner of or in joint ventures with the other or any of each Party’s affiliates. This Agreement is not meant to be a joint venture, partnership or franchise but the relationship between the Parties is that of independent contractors.

11.4 Amendments

No amendment, change, waiver, or discharge hereof shall be valid unless in writing and signed by the Party against which such amendment, change, waiver, or discharge is sought to be enforced.

11.5 Force Majeure

Except for the payment of fees by Client, if the performance of any part of this Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, war, judicial or governmental action, labor disputes, strikes, lock-outs, damage to, or destruction of, or unavoidable shut-down of necessary facilities/systems/underlying providers, acts of God or any other causes beyond the reasonable control of either Party, that Party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes; provided however, that the Party so prevented from complying with its obligations hereunder shall promptly notify the other Party, and shall exercise reasonable efforts to remove and overcome the cause of such inability to comply as soon as practicable.

11.6 Controlling Law and Venue

This Agreement shall be governed in all respects by the laws of the Republic of the Philippines without regard to its conflict of laws provisions, and Client and HGorg agree that the sole venue and jurisdiction for disputes arising from this Agreement shall be the appropriate court located in Tacloban City, Philippines, and Client and HGorg hereby submit to the jurisdiction of such courts.

11.7 Assignment

Client shall not assign, without the prior written consent of HGorg, its rights, duties or obligations under this Agreement to any person or entity, in whole or in part, whether by assignment, merger, transfer of assets, sale of stock, operation of law or otherwise, and any attempt to do so shall be deemed a material breach of this Agreement.

11.8 Notice

Any notice provided pursuant to this Agreement, if specified to be in writing, shall be in writing and shall be deemed given when sent by sender to the email address(es) listed in the Work Order.  All notices shall be addressed as follows (or such other address as either party may in the future specify in writing to the other):

In the case of HGorg:

Hungry Geeks Philippines Incorporated
Attention: Christian Brillo, Chairman
christian@ph.HungryGeeks.org
christian@hungrygeeks.com

In the case of Client:

Client’s last known email address(es) listed in the Work Order.

11.9 Waiver

The failure by either Party to insist upon or enforce, in any instance, any breach of any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, waive or be construed as a waiver of relinquishment, to any extent, of such Party’s right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.

11.10 Severability

Both Parties agree and understand if any section, term, provision, and restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void, unlawful or unenforceable, the remainder of the sections, terms, provisions, and restrictions set forth within this Agreement are to remain in effect and shall not in any way be invalidated or diminished.  It is agreed and declared to be the intention that both Parties would have executed the remaining sections, terms, provisions, and restrictions without including any of such that may be hereafter declared invalid, void, unlawful or unenforceable.

11.11 Headings

The section headings used herein are for reference and convenience only and shall not enter into the interpretation hereof.

11.12 Approvals and Similar Actions

Where agreement, approval, acceptance, consent or similar action by either party hereto is required by any provision of this Agreement, such action shall not be unreasonably delayed or withheld.

11.13 HGorg’s Credit

Client grants HGorg the right to direct potential customers of HGorg to any website(s), webpage(s), application(s)  or the like for promotional purposes. Customer grants HGorg the right to display HGorg’s brand name and logo on any website(s), webpage(s), application(s)  or the like, provided however, HGorg agrees that the display of its name and logo on any website(s), webpage(s), application(s)  or the like will be no larger than one hundred (100) pixels wide and fifty (50) pixels tall, and will be located in either the bottom left or bottom right corner of any website(s), webpage(s), application(s)  or the like containing a hyperlink to HGorg’s website.

11.14 Survival

All provisions of this Agreement relating to Client warranties, HGorg’s credit, confidentiality, non-disclosure, non-solicitation, proprietary rights, limitation of liability, Client indemnification obligations and payment obligations shall survive the termination or expiration of this Agreement.

11.15 Donations

HGorg appreciates Client’s Work Orders, donations and the opportunities to provide Services. For those Clients who desire to pledge, contribute, commit and make donations to HGorg please see “Donations to Hungry Geeks Philippines Incorporated” below. So that donations are tied to your success, we enjoy showing our confidence, appreciation and commitment by accepting donations in the form of a percentage of Client’s Adjusted Gross Revenues (“AGR”). 

11.16 Acceptance, Approvals and Agreement

By using the Services as evidenced by Work Order(s), Client agrees to be bound by these terms and conditions of this Agreement. If Client does not agree to the terms and conditions outlined in this Agreement, then, in such event, Client should not execute any Work Orders for Services.

The Parties will administer this Agreement including any Exhibits, Addendums, Attachments, Schedules, Specifications and Work Order(s) to this Agreement online. Emails are evidence of acceptance; verbal commitments and agreements are not allowed.

11.17 Changes to Services; Amendments to Agreement

HGorg may change, suspend, or discontinue Services, or any part of them, at any time without notice. HGorg may amend any of this Agreement’s terms at its sole discretion by posting the revised terms on the HGorg’s website. Client’s continued use of the Services after the effective date of the revised Agreement constitutes Client’s acceptance of the terms. If there is a conflict between these terms and the additional terms, the additional terms will control for that conflict. If a Client does not agree to the modified terms for a Service, Client should discontinue use of that Service.

IN WITNESS WHEREOF, the Parties agree to the terms and conditions of this Agreement effective on the date that the Parties duly authorized representatives have executed Work Order(s).

HGORG:

Hungry Geeks Philippines Incorporated

By: Christian Brillo
Title: Chairman

CLIENT:

Client’s execution of a Work Order is acceptance of the terms and conditions of this Agreement of which the Work Order is a part.

Donations to Hungry Geeks Philippines Incorporated

Client will make donations to Hungry Geeks Philippines Incorporated – NGO of five percent (5%) of Client’s Adjusted Gross Revenues (“AGR”) as defined below.

AGR is defined as Client’s gross revenues received from all sources, less Approved Expenses.

Approved Expenses are as follows:

  • Cost of Goods Sold (“COG”).
  • Third party sales commissions and marketing expenses.
  • Service fees paid to HGorg.
  • Other expenses as the Parties may agree to from time to time in writing.

Version: March 2020

    Contact

    Christian Brillo
    Chairman
    Hungry Geeks Philippines Incorporated
    Blk 3 Lot 4 Astana Subdivision, Calawisan, Lapu-Lapu City,
    Cebu, Philippines
    Local #: +63 925 301 8416
    Int. #: +1 832 204 9988
    support@ph.HungryGeeks.org

    Copyright 2017 - Hungry Geeks Philippines Incorporated
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