Terms and Conditions
This Development and Services Agreement (“Agreement”) is entered into between AppCentrics, Inc., DBA as BlueTreeApps and operating its brand OnePost, with principle office at 1153 Bergen Pkwy Ste I #415, Evergreen, CO 80439 (“Developer”) and you (“Client”).
1. Changes of These Terms.
BlueTreeApps reserves the right to update these Terms and Conditions with 30 days advance notice. You will be notified of all such changes to the Terms by a posting of the changed and additional Terms on the BlueTreeApps website (“Site”). The most current version of the Terms can be reviewed by clicking on the
“Legal” hypertext link located at the bottom of the Site. You shall be deemed to have accepted these revisions and updates by continued use of the Services after the changes have been posted. This Agreement may not be amended by you except in writing signed by both you and BlueTreeApps.
2. Services, Duties and Responsibilities.
A. Developer shall design, develop, and host a mobile application (“Application”) and/or a website (“Website”) and/or a variety of voice, text and other messaging services, collectively referenced as “Services” or “The Services”. The Services include any and all services provided by BlueTreeApps to you either now or in the future, including any and all updates, enhancements, new features, and additions and all Services are subject to these Terms. The Services shall be designed and developed according to the functional specifications and related information, if any, attached hereto as the “Scope of Work” and more fully set forth and described in this Agreement.
B. Upon completion of the design and development of the Application, Developer shall submit the Application for review to the Apple App Store in iTunes and/or the Google Android Play Store (“Application Store”) as agreed upon in the Scope of Work. Client hereby authorizes and directs Developer to submit the Application to such Application Store for initial approval and for any necessary updates that require additional review by Apple and/or Google. The Application will be submitted under the Developer’s Google Play account and the Client’s Apple iTunes account. If an Apple Developer account is not already created, Client authorizes BlueTreeApps to setup an Apple ID and an Apple iTunes Developer account on its behalf. Your participation in this process is required and we will provide guidance as needed. Approval of the Application for distribution in the Application Store can take several weeks and is at the Application Stores’ discretion. If your Application is not approved, BlueTreeApps will modify your Application to meet the change requests from the Application Store and then resubmit the Application.
C. Upon Client’s final approval of the Website, Developer shall provide the necessary IP address and other hosting information to Client so Client can update domain Registrar information that directs traffic to your new Website.
D. Although BlueTreeApps retains the right to, BlueTreeApps is not obligated to and generally will not review your data and information including the content of your application, website and messages. BlueTreeApps does not sell, offer or otherwise provide data or lists of any kind. The Services allow you to send, publish and receive data and information including messages of your own choosing and creation. The Services as described on our varies websites may not be available in all countries and regions in the world.
A. The Application and Website, excluding the custom elements (“Custom Elements”) and messaging elements (“Messaging Elements”) described in Section 3(C) and 3(D) below respectively, shall be owned by Developer and subject to payment of all compensation due hereunder, and licensed to Client as described further below. The Developer shall be the sole and exclusive owner of all rights, titles and interest in, to and relating to any and all code, data, customizations, creations, designs, programs, processes, graphics, materials, reports, software, technologies, trademarks, trade names, inventions, specifications and documentation that are first conceived, created or reduced to practice during the performance of services pursuant to this Agreement, and all results and proceeds thereof and derivative works made therefrom. You understand and agree that you are not the owner of any BlueTreeApps Services, technology, platform or system. As part of the Services, BlueTreeApps may assign you an email, phone number, text code, or text keyword. You also understand that you are not the owner of any of these assigned numbers, email address, codes and keywords.
B. Developer grants to Client a limited and non-exclusive license to use and distribute the Application for the benefit of Client’s end users, solely as provided in Section 2(B) above. Client may not copy, adapt, translate, de-compile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Application, Website, Messaging Services, or any part thereof. Client shall use all reasonable efforts to protect the Software from unauthorized use, modification, reproduction, distribution or publication.
C. Client shall retain ownership of all Custom Elements and hereby grants a non-exclusive, perpetual, irrevocable, worldwide license to Developer to use and incorporate the Custom Elements in the Application.
“Custom Elements” means alphanumeric content, graphic, video or sound elements, together with any necessary enabling code, created by Client and supplied by Client to Developer for inclusion in the Application or Website. Client agrees that Client is the author and creator of all content and that BlueTreeApps is not the creator, author or publisher of any content.
D. All instructions, messages, documents, databases, and content are created by you and you are responsible for your data and information including the content of your messages transmitted by the Services.
4. Compensation Schedule.
A. Client shall pay BlueTreeApps 50% of fees as described in the Statement of Work upon acceptance of the proposal and 50% upon completion of site, app, and messaging services, regardless of Client’s “launch” date.
B. Payment terms are net fifteen (15) days from the date of invoice initiation. Any amounts not paid within the thirty (30) days shall be charged an interest fee of 1-1/2% for each month (or portion thereof) any such payment is late.
5. Relationship of Parties.
This Agreement does not create any agency, distributorship, employee-employer, partnership, franchise, joint venture or similar business relationship between the Parties. Neither Party is a legal representative of the other Party nor neither Party can assume or create any obligation, representation, warranty or guarantee, express or implied, on behalf of the other party for any purpose whatsoever. Each Party shall use its own discretion and shall have complete and authoritative control over its employees and the details of performing its obligations under this Agreement. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
6. Use Of Services And Customer Responsibilities
By using the Services, you acknowledge that you have read, understood and agreed to be bound by these Terms. By agreeing to the Terms, you: (1) represent that all of the information on the Account Set-up is true and correct in all respects and that you will promptly update such information if it changes; (2) agree to pay all charges that you incur as a result of your use of the Services as set forth on your account; (3) represent that you are at least 18 years of age and possess the legal right, authority, and ability to enter Client into this Agreement; (4) user will comply with all applicable foreign, federal, state and local laws, rules, regulations and ordinances including, without limitation, federal and state laws regulating the Services; (5) has the authority to bind Client to this agreement and to all legal agreements required by Apple for the Apple Developer Program. Client has intent to participate in the Apple Developer program as needed; (6) agree to acquire all equipment and third-party services (such as but not limited to telephone and computer equipment) required for you to access and use the Services, maintain the security of your password and other confidential information relating to your account and be responsible for all charges resulting from use of the Services in your account, including unauthorized use prior to your notifying BlueTreeApps of such use and taking steps to prevent its further occurrence.
7. Independent Contractor.
Developer is acting as an independent contractor with respect to the services provided to Client. Neither Developer nor the employees of the Developer performing services for Client will be considered employees or agents of Client. Neither party will be responsible for the other’s acts or the acts of the other’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.
8. Change in Specifications.
Client may, in its sole discretion, request that changes be made to the Specifications, or other aspects of the Agreement and tasks associated with this Agreement. In the event that the proposed change will, in the reasonable opinion of Developer, require a delay in delivery of the Application or would result in additional expense to Client, then Client and Developer shall confer and Client shall, in its discretion, elect either to withdraw its proposed change or require Developer to deliver the Application with the proposed change and subject to the delay and/or additional expense. After delivery of Application, changes requested by Client that require Developer to resubmit the Application for review by the App Store and Google Play, will incur a $190 resubmission charge.
9. Warranty Disclaimer.
Developer expressly disclaims any warranty for the application, website and messaging services. The Services are provided “as is” without any express or implied warranty of any kind including, but not limited to, any warranties of merchant ability, non-infringement, or fitness of a particular purpose. Developer does not warrant or assume responsibility for the accuracy or completeness of any information, content, text, graphics, links, videos or other items contained within. Developer makes no warranties with respect to any harm that may be caused by the transmission of a computer virus, worm, “trojan horse”, or any other such computer program or malware. Developer further expressly disclaims any warranty or representation to authorized end users or to any third party.
10. Limitation of Liability.
In no event shall Developer be liable for any damages (including, without limitation, lost profits, business interruption, or lost information) arising out of authorized users’ use of or inability to use the mobile application, website, or messaging services, even if developer has been advised of the possibility of such damages. In no event will Developer be liable for loss of data or for indirect, special incidental, consequential (including lost profit), or other damages based in contract, tort or otherwise.
Developer shall have no liability with respect to the content of the mobile application, website, messages or any part thereof, including but not limited to error or omissions contain therein, libel infringements of rights of publicity, privacy, trademark rights, business interruption, personal injury, loss of privacy, moral rights or the disclosure of confidential information. The aggregate liability of BlueTreeApps, whether a civil offense (including negligence), breach of contract, violation of law (including a violation of statute or failure of an essential purpose), misrepresentation or otherwise in respect of a single occurrence or a series of occurrences, shall in no circumstances exceed the amounts paid by you to BlueTreeApps for the Services provided that give rise to the claim or incident.
The Customer further agrees to fully release and discharge BlueTreeApps from any: (1) violation of any federal, state and local laws, rules and regulations (collectively referred to as the “Laws”); (2) breach of any agreement or contract; (3) statement or representation made; and (4) unlawful act or omission or other wrongdoing. The Customer agrees not to sue or bring any claim or charge against BlueTreeApps on account of any violation of Laws, breach, statement or representation or unlawful act or omission or other wrongdoing. The Customer agrees to fully defend, pay any damages and hold BlueTreeApps harmless from any violation of Laws, breach, statement or representation or unlawful act or omission or other wrongdoing. In no event shall BlueTreeApps be liable for any direct, special, indirect or consequential, damages, penalties, legal fees or any other amounts.
11. Internet Reliability.
The unpredictability of the Internet is such that BlueTreeApps cannot guarantee access to its Services at all times. BlueTreeApps is not liable for any direct, indirect, incidental, special or consequential damages relating to any pranks, hoaxes, viruses, bugs or any other form of technological failure, natural disaster, pandemics, or security breach that may prevent or interrupt access to or use of the Services.
Your Internet speed and Internet Browser type, version, and security settings may adversely impact your experience and functionality on the Services. Email settings for spam filtering and email box routing both at the user and email provider level may also adversely impact or block the delivery of important information from BlueTreeApps to you.
12. Account, Password and Security.
To open your account you must complete the sign-up process and provide BlueTreeApps with current, complete, and accurate information as requested. You agree to notify BlueTreeApps promptly of any changes to this information as required to keep it current, complete and accurate.
To use the Services, you will be assigned a login consisting of a username and password unique to you and should not be communicated to any other person. You represent to BlueTreeApps that you will not communicate your login to any unauthorized person. You assume sole responsibility for all charges, damages, losses and other harm resulting from the use of your username and password by anyone other than yourself. You agree to notify BlueTreeApps immediately of any unauthorized use of your account, Services, or any other breach of security. BlueTreeApps will not be liable for any damages or losses that you may incur as a result of someone else using your username and password to access the Services with or without your knowledge.
13. Prohibited or Unlawful Use.
See the Acceptable Use Policy navigation tab located on the “Legal” page on the bluetreeapps.com website for policy details.
14. Data Storage and Protection.
While your account is active, Developer’s Services include website archiving, and data storage of general reporting and billing data. This data will be available for a period of thirty (30) days. After thirty (30) days, this data will not be available. Other data not needed for reporting or billing may be deleted prior to thirty (30) days at BlueTreeApps’ discretion. The Services are provided as a convenience to you only and BlueTreeApps has no responsibility or liability whatsoever for the deletion, loss, disclosure of, or failure to store or archive any data and information (including website, content, forms, messages and/or other communications) maintained, hosted, or transmitted as a result of using the Services.
Client will indemnify and hold harmless Developer and each of its affiliates, developers, licensors, suppliers and agents (and their respective employees, officers, directors and representatives) from and against any claims, actions, proceedings, suits, liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable legal fees and other litigation expenses) incurred by Developer or each of its affiliates, licensors, suppliers or agents relating to:
A. Client’s breach of any term, condition, representation or warranty of this Agreement or any applicable policy or guideline;
B. Client’s violation, alleged violation or misappropriation of any intellectual property right or non-proprietary right of a third party, including claims that the Custom Elements violate the rights of any third party.
C. Any claims by end users regarding the Application, Website, or Messaging Services.
D. Any client content in the application, website, messaging, including images. With respect to the content in the app, website, messages, Client is required to comply with all state and federal laws.
16. Term, Renewal and Termination.
This Agreement shall commence upon the Effective Date and continue for a period specified in the Statement of Work. Section 3, Ownership of Application and Website, and Sections 9, 10, and 15, Warranty Disclaimer, Limitation of Liability, and Indemnification, shall survive the expiration or termination of this Agreement. The Agreement shall automatically renew in 1 year increments after the initial term specified in the Statement of Work has expired if Notice of Termination is not sent to BlueTreeApps within 45 days of the end of the term. If Client does not renew agreement, Developer will remove app from App Stores, remove website from hosting servers, and remove billing and reporting data.
Developer’s appointment as consultant pursuant to this Agreement and this Agreement shall terminate upon the occurrence of any of the following events:
A. In the event either party defaults in any material obligation owed to the other party pursuant to this Agreement, then this Agreement may be terminated if the default is not cured following at least forty five (45) days written notice to the defaulting party.
B. Either party is 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.
17. Personal Information Privacy and Protection.
Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery, fax, US Mail, or a recognized overnight delivery services such as FedEx. If to the Developer and to Client via mail then to the address set forth in the preamble to this Agreement.
19. No Waiver.
The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.
20. Entirety of Agreement.
The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement. There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein. No change can be made to this Agreement other than in writing and signed by both parties.
21. Governing Law.
This Agreement shall be construed and enforced according to the laws of the State of Colorado and any dispute under this Agreement must be brought in this venue and no other.
22. 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.
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.
Privacy and Security Policy
Maintaining your privacy and the confidentiality of the data you provide us is among our top concerns. To ensure the highest levels of privacy we actively maintain and enforce the following policies and procedures.
The following Privacy and Security Notices (“the Policy” or “Policy” or “Policies) are provided by AppCentrics, Inc. d/b/a BlueTreeApps (“we”, “us”, “our” “BTA”, “BlueTree”, “BlueTreeApps”), a Colorado corporation.BlueTreeApps operates several websites including bluetreeapps.com (collectively, the “Websites”), as well as a number of mobile applications on behalf of our customers (collectively, the “Applications”, “App” or “Apps”). It is BlueTreeApps’ policy to respect your privacy regarding any information we may collect while operating our Websites and Applications.
The term “you” refers to any user (individually, “you” or “User”; collectively, “you” or “Users”) of our websites and mobile apps (“Service” or “Services”). If you are using any of the Services through an educational institution, governmental entity, or other entity that is a customer of AppCentrics, the Policy does not supersede the terms of any agreements between AppCentrics and any other party, nor does it affect the terms of any agreement between any Users of the Services and their employer, their educational institution, government entity, or any other third party. By using the Services you understand and hereby agree to comply with the Policy.
Website Visitors and Application Users
BTA collects non-personally-identifying information of the sort that web browsers and servers typically make available, such as the browser type, language preference, referring site, and the date and time of each visitor request. BTA purpose in collecting non-personally identifying information is to better understand how BTA visitors use its Websites and Applications. From time to time, BTA may release non-personally-identifying information in the aggregate, e.g., by publishing a report on trends in the usage of its Websites or Applications. BTA reserves the right to collect potentially personally-identifying information like Internet Protocol (IP) addresses. BTA does not use such information to identify its visitors, however, and does not disclose such information, other than under the same circumstances that it uses and discloses personally-identifying information, as described below.
Gathering of Personally-Identifying Information
We will collect only as much Data as we need for specific, identified purposes, and we will not use Personal Data or User Data for other purposes without obtaining prior consent. Certain visitors to BTA’s Websites and users of BTA’s Applications choose to interact with BTA in ways that require BTA to gather personally-identifying information. The amount and type of information that BTA gathers depends on the nature of the interaction. For example, when completing a student enrollment form, we ask visitors questions like name and email address per our customer’s direction. In each case, BTA collects such information only insofar as is necessary or appropriate to fulfill the purpose of the visitor’s interaction with BTA’s customers. BTA does not disclose personally-identifying information other than as described below. And visitors can always refuse to supply personally-identifying information, with the caveat that it may prevent them from engaging in certain Website-related and Application-related activities.
BTA may collect statistics about the behavior of visitors to its Websites and users of its Applications. For instance, BTA may monitor the most popular pages on the BlueTreeApps.com site. BTA may convey this aggregate information publicly or provide it to others. BTA gathers aggregate App download information such as the number of downloads, number per country, number per date range, and revenue from downloads for paid apps. Google and Apple do not disclose any personal account information about the App Users including, but not limited to name, demographic information, email address, financial and billing information, to App Developers such as BTA.
Protection of Certain Personally-Identifying Information
BTA discloses potentially personally-identifying and personally-identifying information only to those of its employees, contractors and affiliated organizations that (i) need to know that information in order to process it on BTA’s behalf or to provide services available at BTA’s Websites and Applications, and (ii) that have agreed not to disclose it to others. BTA will not rent or sell potentially personally-identifying and personally-identifying information to anyone. BTA discloses potentially personally-identifying and personally-identifying information only when required to do so by law, or when BTA believes in good faith that disclosure is reasonably necessary to protect the property or rights of BTA, third parties or the public at large. If you are a registered user of BTA Websites or Applications and have supplied your email address in the account set up process, BTA may occasionally send you an email to tell you about new features, solicit your feedback, or just keep you up to date with what’s going on with BTA and our products. We primarily use our various product blogs to communicate this type of information, so we expect to keep this type of email to a minimum. If you send us a request (for example via a support email or via one of our feedback mechanisms), we reserve the right to publish it in order to help us clarify or respond to your request or to help us support other users. BTA takes all measures reasonably necessary to protect against the unauthorized access, use, alteration or destruction of potentially personally-identifying and personally-identifying information.
We will take appropriate physical, technical, and organizational measures to protect your Data from loss, misuse, unauthorized access or disclosure, alteration, and destruction. For Data that traverses the Internet to or from BTA’s servers, BTA uses the most current SSL (Secure Socket Layer) technology with 128-bit encryption for Data transferred over the public Internet. SSL provides a mechanism that encrypts all of the Data transferred between BTA and an Internet web user.
Any Data accessed by the Services are stored in Application Service Provider (“ASP data”) centers located in the United States of America. These data centers provide power-conditioned, climate-controlled server space. Three-tier physical security restricts physical access only to authorized personnel.
All attempts to access Services are logged. The servers are connected to the Internet behind a pair of dual, redundant, stateful firewall systems and are configured with redundant, fault-tolerant hardware and software. These firewalls are monitored and maintained with the latest security updates.
Family Educational Rights and Privacy Act (FERPA)
BTA asserts its compliance with the Family Educational Rights and Privacy Act (FERPA) as set forth by the U.S. Department of Commerce with respect to data collection, retention, and use of student data for students residing in the United States. BTA complies with FERPA by strict adherence to its policies. Most importantly, BTA does not collect any student record information.
Children’s Online Privacy Protection Act (COPPA)
BTA complies with the Children’s Online Privacy Protection Act (COPPA), as set forth by the U.S. Federal Trade Commission, with respect to any personal information received from children under the age of 13 residing in the United States. Some of the Services provided by BTA have a form feature such as the Absentee and Enrollment Form that allow users to submit student information. BTA presumes that schools and other organizations which service children under the age of 13 will obtain the consent of parents of children under the age of 13 before children under the age of 13 use BTA’s apps and websites. If a child under the age of 13 submits personal information, the information will not be used for commercial purposes and will only be provided to the organization that the child requests the information be sent to, in most cases the school or district.