Last modified: March 15, 2025
These Terms of Service (“Agreement”) are entered into by and between you (“Client”) and OnDemand Innovation, LLC, a South Carolina corporation (“ODI” or “Service Provider”) with its principal office located at 3003 Dunes West Blvd., Suite 7, Mt. Pleasant, SC 29466.
WHEREAS, ODI is in the business of providing custom software development, staff augmentation, and consulting services designed to meet the unique needs of its clients;
WHEREAS, Client desires to retain the Services of ODI to perform certain services in accordance with the terms and conditions set forth herein and in applicable Sales Order Form (“SOF”) and/or Statements of Work (“SOF/SOW”);
We may revise and update these Terms of Service from time to time in our sole discretion. All changes are effective immediately when we post them. Your continued use of ODI’s Services following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page so you are aware of any changes, as they are binding on you.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and intending to be legally bound, the parties agree as follows:
1.1. “Services” refers to the activities, tasks, and responsibilities described in this Agreement and the applicable SOF/SOW, including but not limited to custom software development, staff augmentation, consulting services, and related professional engagements.
1.2. “Deliverables” means all reports, software, documentation, designs, prototypes, or other tangible or intangible outputs resulting from the Services, as expressly specified in the applicable SOF/SOW.
1.3. “Confidential Information” refers to proprietary and non-public information of a disclosing party, as defined in Section 7, that is disclosed in writing, orally, or by any other means.
1.4. “Statement of Work (SOW)” means a mutually agreed-upon document executed by both parties that details specific Services, timelines, deliverables, and other terms applicable to a particular engagement under this Agreement.
1.5. “Sales Order Form (SOF)” means a mutually agreed-upon document executed by both parties that details the fees associated with the Services that are applicable to a particular engagement under this Agreement.
1.6. “Affiliate” means any entity that controls, is controlled by, or is under common control with a party, where “control” refers to the ownership of more than 50% of the equity or voting rights.
1.7. “Force Majeure” means any circumstance beyond a party’s reasonable control, as further detailed in Section 10.6, that prevents the performance of obligations under this Agreement.
2.1. Engagement of Services. Client hereby engages ODI to provide the Services described in this Agreement and in each applicable SOF/SOW. ODI shall perform the Services in accordance with the terms and conditions of this Agreement and the specific requirements outlined in the applicable SOF/SOW.
2.2. Independent Contractor Status. ODI is and shall remain an independent contractor for all purposes under this Agreement. Neither ODI nor any of its personnel shall be deemed to be an employee, agent, partner, or legal representative of Client. Nothing in this Agreement shall be construed to create a joint venture, partnership, or other similar relationship between the parties.
2.3. Responsibility for Personnel. ODI shall be solely responsible for the supervision, direction, and control of its personnel, including employees, contractors, and agents assigned to perform the Services. ODI shall ensure that its personnel possess the requisite skills, training, and qualifications to perform the Services competently.
2.4. Modification of Scope. Any modification to the scope of Services, including changes to timelines, deliverables, or fees, shall be documented in a written amendment to the applicable SOF/SOW signed by both parties.
3.1. Term. This Agreement shall commence on the Effective Date and remain in effect until terminated in accordance with the terms herein. Individual SOF/SOWs may specify their own term and expiration.
3.2. Termination for Cause. Either party may terminate this Agreement or any SOF/SOW upon written notice if the other party: a. Materially breaches any provision of this Agreement or an SOF/SOW and fails to cure such breach within fifteen (30) days of receiving written notice of the breach; b. Becomes insolvent, files for bankruptcy, or is placed under the control of a receiver or trustee.
3.3. Effects of Termination. Upon termination of this Agreement or any SOF/SOW: a. ODI shall cease performance of all Services under the applicable SOF/SOW; b. Client shall pay ODI for all Services rendered and reimbursable expenses incurred up to the effective termination date;
c. Both parties shall promptly return or destroy the other party’s Confidential Information in accordance with Section 7.
3.4. Survival. The provisions of this Agreement that by their nature should survive termination, including but not limited to confidentiality, intellectual property, indemnification, and limitation of liability, shall remain in full force and effect.
4.1. Fee Structure. The fees for Services shall be outlined in the applicable SOF/SOW and may include fixed fees, monthly rates, or other payment structures as mutually agreed upon by the parties.
4.2. Invoicing. ODI shall issue invoices to Client on a monthly basis, or as otherwise specified in the applicable SOF/SOW. Each invoice shall include sufficient detail to substantiate the charges, including descriptions of Services performed and reimbursable expenses, if applicable.
4.3. Payment Terms. Client shall pay all undisputed invoices within thirty (30) days of receipt. Any disputed amounts must be communicated to ODI in writing within ten (10) days of receipt of the invoice.
4.4. Reimbursable Expenses. If applicable, Client shall reimburse ODI for reasonable and pre-approved out-of-pocket expenses incurred in connection with the performance of Services.
4.5. Taxes. Client shall be responsible for all applicable sales, use, value-added, or similar taxes, excluding taxes based on ODI’s income or employment-related obligations.
4.6. Late Payments. Payments not received by the due date shall accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less.
5.1. Ownership of Deliverables. Unless otherwise specified in an SOF/SOW, all Deliverables, including software, designs, documentation, and other outputs created by ODI under this Agreement, shall become the sole property of Client upon full payment of fees due under the applicable SOF/SOW. Until such payment is received in full, ODI shall retain all ownership rights in the Deliverables, and Client shall have no right to use, modify, or distribute them except as expressly permitted in this Agreement.
5.2. Pre-Existing Materials. ODI retains all rights, title, and interest in any pre-existing intellectual property, methodologies, tools, or know-how used or developed independently of this Agreement.
5.3. License to Pre-Existing IP. To the extent that pre-existing intellectual property is incorporated into the Deliverables, ODI grants Client a perpetual, non-exclusive, royalty-free license to use such pre-existing intellectual property solely in connection with the Deliverables, unless otherwise stipulated under the applicable SOF/SOW.
5.4. Third-Party Materials. Any third-party software, tools, or materials incorporated into the Deliverables shall be subject to the applicable third-party licenses, and Client shall be responsible for complying with such licenses.
6.1. ODI Warranties. ODI represents and warrants that: a. It has the full power and authority to enter into this Agreement and to perform its obligations under this Agreement. b. The Services will be performed in a professional, diligent, and good and workmanlike manner by qualified personnel with appropriate skills and expertise. c. The Deliverables, as delivered, will substantially conform to the specifications and requirements set forth in the applicable SOF/SOW for a period of [90] days following delivery (“Warranty Period”). d. To the best of its knowledge, the Deliverables provided under this Agreement will not infringe, misappropriate, or violate any intellectual property rights or other proprietary rights of any third party.
6.2. Client Warranties. Client represents and warrants that: a. It has the full power and authority to enter into this Agreement and to perform its obligations under this Agreement. b. It owns or has obtained all necessary rights, licenses, and permissions to provide any materials, data, or other inputs required for ODI to perform the Services. c. It will use the Deliverables solely in accordance with applicable laws, regulations, and any license terms outlined in this Agreement or applicable SOF/SOW.
6.3. Exclusions. The warranties in this Section do not apply to defects, failures, or non-conformance caused by: a. Modifications to Deliverables not made or approved in writing by ODI. b. Misuse, abuse, neglect, or use of the Deliverables in a manner inconsistent with the intended purpose or specifications. c. Third-party hardware, software, or other materials integrated or used in conjunction with the Deliverables, unless otherwise specified in the SOF/SOW.
6.4. Warranty Remedy. During the Warranty Period, if any Deliverable does not conform to the warranties set forth in this Agreement, ODI shall, at its sole discretion and expense, either:
a. Repair or replace the non-conforming Deliverable; or b. Provide a refund of the fees paid for the non-conforming portion of the Deliverable.
6.5. Disclaimer of Other Warranties. Except as expressly stated herein, ODI disclaims all other warranties, whether express, implied, statutory, or otherwise, including any warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
7.1. Definition of Confidential Information. “Confidential Information” means any information, whether written, electronic, oral, or visual, disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that: a. Is marked or designated as confidential; b. Is identified as confidential at the time of disclosure; or c. Should reasonably be understood to be confidential based on its nature or the circumstances of its disclosure.
7.2. Exclusions from Confidential Information. Confidential Information does not include information that: a. Is or becomes publicly available without breach of this Agreement by the Receiving Party; b. Was known to the Receiving Party prior to disclosure by the Disclosing Party; c. Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or d. Is disclosed to the Receiving Party by a third party legally entitled to make such disclosure.
7.3. Obligations of Confidentiality. The Receiving Party agrees to: a. Use the Disclosing Party’s Confidential Information solely for the purposes of fulfilling its obligations under this Agreement; b. Protect the confidentiality of the Disclosing Party’s Confidential Information with the same degree of care it uses to protect its own confidential information, but no less than reasonable care; c. Disclose Confidential Information only to its employees, contractors, or agents who have a need to know for the performance of this Agreement and are bound by confidentiality obligations no less stringent than those set forth herein.
7.4. Compelled Disclosure. If the Receiving Party is required by law, court order, or governmental regulation to disclose Confidential Information, it shall provide prompt written notice to the Disclosing Party (to the extent permitted by law) and cooperate in any reasonable effort to limit or protect the disclosure.
7.5. Return or Destruction of Confidential Information. Upon termination or expiration of this Agreement, or upon written request by the Disclosing Party, the Receiving Party shall return or destroy all Confidential Information and certify in writing that it has done so.
8.1. Indemnification by ODI. ODI shall indemnify, defend, and hold harmless Client, its affiliates, and their respective officers, directors, employees, and agents from and against any third-party claims, losses, damages, liabilities, costs, or expenses (including reasonable attorneys’ fees) arising out of or related to: a. ODI’s gross negligence or willful misconduct in performing the Services; b. Any claim that the Deliverables infringe, misappropriate, or violate any intellectual property or proprietary rights of a third party.
8.2. Indemnification by Client. Client shall indemnify, defend, and hold harmless ODI, its affiliates, and their respective officers, directors, employees, and agents from and against any third-party claims, losses, damages, liabilities, costs, or expenses (including reasonable attorneys’ fees) arising out of or related to: a. Client’s gross negligence or willful misconduct; b. Use of the Deliverables in a manner not authorized by this Agreement or the applicable SOF/SOW.
8.3. Indemnification Procedure. The indemnified party shall: a. Promptly notify the indemnifying party of any claim subject to indemnification; b. Provide reasonable cooperation and assistance at the indemnifying party’s expense; c. Allow the indemnifying party to control the defense and settlement of the claim, provided that the indemnifying party shall not settle any claim without the prior written consent of the indemnified party if such settlement imposes a material obligation on the indemnified party.
9.1. Exclusion of Certain Damages. Except for liability arising from a party’s gross negligence, willful misconduct, or breach of confidentiality or indemnification obligations, neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, or data, arising out of or related to this Agreement, even if advised of the possibility of such damages.
9.2. Cap on Liability. To the extent permitted by law, ODI’s total cumulative liability under this Agreement, whether in contract, tort, or otherwise, shall not exceed the total fees paid or payable
by Client under the applicable SOF/SOW during the twelve (12) months preceding the event giving rise to the claim.
10.1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of South Carolina, without regard to its conflict of laws principles.
10.2. Entire Agreement. This Agreement, including all SOF/SOWs, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, understandings, and communications.
10.3. Amendments. No amendment or modification to this Agreement shall be valid unless made in writing and signed by authorized representatives of both parties.
10.4. Notices. All notices under this Agreement shall be in writing and delivered to the addresses set forth in the preamble by personal delivery, certified mail, or a recognized courier service. Notices shall be deemed given upon receipt.
10.5. Force Majeure. Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to circumstances beyond its reasonable control, including acts of God, natural disasters, government actions, labor disputes, and internet outages.
10.6. Assignment. Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except in connection with a merger, acquisition, or substantial sale of all of its assets.
10.7. Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
10.8. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
OnDemand Innovation, LLC is focused on driving innovation in business by promoting and facilitating key vendor collaboration, improving existing systems with business automation and workflow, and promoting the implementation of emerging technologies.
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