This Website and/or Mobile App Development Agreement (this "Agreement") is made effective as of the Agreement Date acknowledged within, by and between the applied Client (the "Client"), of the applied address, and TruTest Software LLC (the "Software Developer"). In this Agreement, the Client shall be referred to as "the Client", and the Software Developer shall be referred to as "TruTest Software".

WHEREAS, TruTest Software possesses technical expertise in the field of computer programming
and, in particular, the creation and development of website and/or mobile app technology; and
WHEREAS, the Client desires to engage TruTest Software, and TruTest Software accepts the engagement, to design a website and/or mobile app  (the "Project") in accordance with the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein,
the Client and TruTest Software agree as follows:
RETENTION OF DEVELOPER.  the Client hereby retains the services of TruTest Software for
the Project to be published on an Internet Service Provider
(ISP)/Web Presence Provider (WPP) computer (Hosting Service) or Mobile App Marketplaces (app stores) such as Google Play or Apple’s App Store

DESCRIPTION OF SERVICES. Beginning on the Agreement Date acknowledged below, TruTest Software will provide the following services connected with the development and management of the Website and/or mobile app(s) (collectively, the "Services"):

Website development, maintenance, publishing and management. Mobile app development, maintenance, publishing and management.

PAYMENT FOR SERVICES. In consideration of the services to be performed by TruTest Software,
the Client agrees to compensate TruTest Software for the services rendered as follows:
TruTest Software's fees for the services specified in Description of Services, above, will be charged at a monthly rate as described by invoice or verbal agreement.
Any additional services not specified in Description of Services, above, will be charged to
the Client at a monthly rate at TruTest Software's discretion.
Client will be required to pay TruTest Software within 7 days of receiving the bill or a request for payment.
TruTest Software reserves the right to close the Client's account and discontinue website and services for non-payment and without notice. TruTest Software may ask for credit card information to apply a monthly auto payment to satisfy all website and/or mobile app fees. By signing/checking the agreement the client acknowledges and agrees to an automatic monthly charge of the client's card.

WEB HOSTING. The Client understands and agrees that any web hosting services require a
separate contract with a web hosting service. The Client agrees to allow TruTest Software to select a web hosting service which allows TruTest Software full access to the website.

TERM/TERMINATION. This Agreement shall terminate according to the following arrangement: This agreement will automatically renew every month and can be terminated or cancelled at any time by the Client or TruTest Software,
 
RELATIONSHIP OF PARTIES. It is understood by the parties that TruTest Software is an independent contractor with respect to the Client, and not an employee of the Client.
The Client will not provide fringe benefits, including health insurance benefits, paid vacation, or
any other employee benefit, for the benefit of TruTest Software.

WORK PRODUCT (WEBSITE) OWNERSHIP. Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information developed in whole or in part by TruTest
Software in connection with website services shall be the exclusive property of the Client. Upon
request, TruTest Software shall sign all documents necessary to confirm or perfect the exclusive ownership of the Client to the Work Product (Website) except in the event of cancellation or termination. In the event of cancellation or termination TruTest Software may close the Client's account and remove the Client's website from the internet without notice. In the event of cancellation or termination TruTest Software may also transfer the website and host fees to the client at TruTest Software's discretion.

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WORK PRODUCT (MOBILE APP) OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS. All copyrightable works, ideas, discoveries, inventions, patents, products, software code, and other materials developed, in whole or in part, by TruTest Software in connection with its mobile application services shall be the exclusive property of TruTest Software.

 

All source code, scripts, and related intellectual property created for the purpose of mobile application development shall remain solely owned by TruTest Software and shall not be shared, sold, or otherwise transferred to the Client. Mobile applications will be customized according to the Client’s specifications and preferences; however, all mobile applications developed by TruTest Software shall remain the sole property of TruTest Software.

 

The Client will subscribe to the use and ongoing customization of the mobile application(s) on a monthly subscription basis. In the event of cancellation or termination of the subscription, TruTest Software reserves the right to deactivate the Client’s account and remove the associated mobile application(s) and/or website(s) (collectively referred to as the “Product”) from the internet, app stores, or other distribution channels.

 

Upon cancellation or termination, TruTest Software shall not transfer any mobile application(s) to the Client. Transfer of the application(s) would require the disclosure of proprietary code and intellectual property, which shall remain exclusively owned by TruTest Software.

LAWS AFFECTING ELECTRONIC COMMERCE. The Client agrees that
The Client is solely responsible for complying with laws, taxes, and tariffs that governments enact and fix from time to time in connection with Internet electronic commerce, and shall indemnify, hold harmless, protect, and defend TruTest Software and its subcontractors from any cost, claim, suit, penalty, or tariff, including attorneys' fees, costs, and expenses, arising from the Client's exercise of Internet electronic commerce.

CONFIDENTIALITY. TruTest Software will not at any time or in any manner, either directly or indirectly, use for the personal benefit of TruTest Software, or divulge, disclose, or communicate in any manner any information that is proprietary to the Client. TruTest Software will protect such information and treat it as strictly confidential. This provision shall continue to be effective after the termination of this Agreement. Upon termination of this Agreement, TruTest Software will return to the Client all records, notes, documentation and other items that were used, or controlled by TruTest Software during the term of this Agreement.

EMPLOYEES. TruTest Software's employees, if any, who perform services for the Client under
this Agreement shall also be bound by the provisions of this Agreement. At the request of
the Client, TruTest Software shall provide adequate evidence that such persons are TruTest
Software's employees.

ASSIGNMENT. TruTest Software's obligations under this Agreement may not be assigned or transferred to any other person, firm, or corporation.

ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written.

SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

AMENDMENT. No amendment, waiver, or discharge of any provision of this Agreement shall be effective against the Client or TruTest Software without the written consent of both the Client and TruTest Software.

APPLICABLE LAW. This Agreement shall be governed by the laws of the State of New Jersey. 
 

ELECTRONIC SIGNATURE AND ACCEPTANCE. By checking the Agreement Acknowledgment checkbox, the Client agrees that their action constitutes a valid and binding electronic signature, pursuant to the U.S. Electronic Signatures in Global and National Commerce Act (ESIGN) and the Uniform Electronic Transactions Act (UETA). This electronic signature shall have the same legal force and effect as a handwritten signature. The information provided by the Client in connection with this Agreement shall further serve as evidence of their intent to be bound by its terms.

This Agreement is deemed effective as of the date specified within the Agreement.