Nucleus Support Standard Terms and Conditions

The parties agree as follows:

This NUCLEUS SUPPORT SERVICE AGREEMENT (this "Agreement") is made and entered into between Nucleus Commerce, LLC (the "Contractor") and the company who wishes to engage Contractor for the services detailed within this Agreement (the “Company”). “Activation” of this Agreement occurs upon the Company’s submission of the Agreement during sign up (described under “Term of Agreement”).

Upon this Agreement becoming Active, the Company understands and agrees that the “Nucleus Support Standard Terms and Conditions,” referenced in Appendix A, are incorporated as part of this Agreement.

Nucleus Support Service Descriptions and Terms

Signing up for Nucleus Support is free! Signing up enables the Company to enter requests with Nucleus Support. At the time of sign up at, Company is engaging Contractor for Nucleus Support Services. No charges will be made to Company upon sign up or upon receipt of the first ticket. Contractor will charge Company via credit card on Monday of each week for hours used previous week for all requests. Nucleus Support Services are billed at $75 per hour for Level 1 requests, $150 per hour for Level 2 requests, and $300 per hour for Urgent requests that need immediate assistance during Contractor’s Standard business hours of 9-5 Central Monday-Friday. Billing is done in quarter hour increments at the appropriate hourly rate based on the type of work. Requests will only be treated as Urgent with explicit Company approval of the Urgent rate.

If the Nucleus Support requests are questions about functionality and capability of a vanilla Magento site, Magento Admin configuration, or anything that does not require access to Company’s codebase, there will not be a setup fee. If any request to Nucleus Support requires access to Company’s codebase, a one-time fee of $500.00 will be required to setup Company’s codebase with Contractor before work can start. Nucleus Support requires codebase setup when making changes to any client site.

It is the Contractor’s objective to complete the work assigned by the Company in a timely manner. Each week after the Company makes a request for Services, the Contractor will charge the Company’s MasterCard, American Express, VISA or Discover card for the hours logged the previous week, and the one-time setup fee, if applicable.

The Company will be notified within 24 hours when this occurs. At that time, the Company may instruct Contractor to limit any additional hours to be charged by the Company by giving instruction to the Contractor in writing. Time will be billed at a minimum or one-quarter hour per incident.

If Monday falls on a holiday, Contractor may charge Company credit card on Tuesday for work done the previous week.

Nucleus Support Services Detail  

    • Requests to be made via email at Other means of communication may be used as deemed necessary. The Company’s requests for Services will be recognized by the Contractor as approval to proceed.

    • An initial response will be given within eight (8) business hours.

    • If on occasion the Company’s request is not within scope of the Nucleus Support, Contractor will notify the Company upon review.

    • Nucleus Support will be serviced Monday-Friday from 9-5 CT. Issues will be worked on a “first in” priority. Nucleus Support holidays are New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving, Christmas Eve and Christmas Day. Nucleus Support will be closed if any of these holidays fall on a business day.

    • Examples of tasks that can be addressed by Nucleus Support:

      • Support questions about the functionality and capabilities of the Company’s site

      • Magento Admin questions and training

      • Basic frontend changes

      • Non-critical cosmetic site issues such as misaligned elements on the page or incorrectly displayed information

      • Review and loading of uRapidFlow files

      • Magento Admin configuration changes

      • Most bug fixes

      • Installation of company specified extensions as well as debugging as necessary.

      • Frontend and Backend development as instructed by the Company. To ensure the greatest success, the Company’s instructions should be as detailed as possible. Contractor will notify Company if, in Contractor’s opinion, a project with an agency partner is necessary to achieve greatest value for Company.

    • There are no Project Management costs associated with Nucleus Support.

    • Projects estimated at 40 hours or greater may not be handled by Nucleus Support and may be escalated to an agency partner project.

For theme, javascript or CSS changes, Contractor will test in the latest version of Chrome, Firefox, Internet Explorer, and Safari. Company may request more or less testing if desired. This request must be documented in each applicable ticket when it is first entered.

Urgent requests that need to be addressed immediately during Contractor’s business hours will be charged at the standard Urgent rate of $300.00 per hour. Contractor cannot guarantee ability to perform work immediately but will only charge the standard Urgent rate if able to do so.

Company shall have the opportunity to engage Contractor for additional work not within the scope of this Agreement. The Company and the Contractor will negotiate Change Orders to this Agreement or create separate agreements for theses additional services. This work may include, but not be limited to:

  • Front end development
  • Software engineering
  • Creative Design
  • Information Architecture
  • Solutions Architecture
  • Site Optimization


This Agreement will commence on the sign up (Activation) date. The Agreement will continue unless the Company or Contractor terminates the Agreement by giving 30 days written notice.



Appendix A:  Standard Terms and Conditions


  1. The Nucleus Support Client (“Company”) desires to retain Nucleus Commerce, LLC (“Contractor”) to provide certain services to Company pursuant to the terms and conditions set forth herein, and Contractor desires to provide certain services to Company pursuant to the terms and conditions set forth herein.

  2. The purpose of the Standard Terms & Conditions are to set forth the respective rights and duties regarding the services and related activities to be provided to Company by Contractor.

The parties agree as follows:

  1. Duties.  Contractor desires to be retained by Company, and Company desires to retain Contractor to provide the services set forth in any agreement that references these Standard Terms & Conditions (the "Services").  

  2. Compensation.  As consideration for the Services, Company agrees to pay Contractor the amounts and upon the terms set forth in any agreement that references these Standard Terms & Conditions (the "Fees").   If Company requests refund of used or unused hours, it will be at the Contractor's discretion. Company will be responsible for applicable processing fees.

  3. Term.  The "Term" of these Standard Terms & Conditions will be the Term of any agreement that references these Standard Terms & Conditions.

  4. Termination; Effect of Termination.  Either party may terminate any agreement that references these Standard Terms & Conditions (together the “Agreement”) if the other party to the Agreement is in material breach of the Agreement and does not cure said material breach within 30 days of written notice by Terminating Party, with the exception that the Terminating Party may not be the party in material breach.  Notwithstanding the foregoing, provided Company is not in breach of the Agreement and Contractor has materially neglected its performance of the Services or otherwise willfully violate the terms of the Agreement, Company may, upon written notice to Contractor, communicate the breach of the Agreement, at which point Contractor will have thirty (30) days to cure said breach.  If Contractor fails to cure said breach within thirty (30) days of written notice, Company may terminate the Agreement immediately by delivering written notice to Contractor.  In the event of Company terminating the Agreement as provided in the immediately preceding sentence, Contractor will submit to Company, within thirty (30) days after such termination, any claims against Company which Contractor may have with respect to any matters under the Agreement through the date of termination.  Contractor's failure to submit a claim within such time will constitute a waiver of all claims and a release of Company from all liability arising out of such matters.  In the event either party terminates the Agreement, Contractor will take commercially reasonable measures to assist in the orderly transition of matters to Company or to a new service provider at Company expense.

    Upon expiration of the Term of the Agreement or upon termination of the Agreement, Contractor within ten (10) days of such expiration or termination will provide a final invoice to Company for Fees earned by Contractor.  Earned will be defined as a) for a T&M-based part of the project, any hours that have been logged to the project at the point of termination will be deemed earned, b) for a fixed-bid portion of the project, Company and Contractor will agree upon percentage of work completed and will determine amount earned based on percentage completed multiplied by project fixed-bid amount, or c) any amount owed as a result of contractual obligation, whether or not work was performed.  Company will pay Contractor all Fees earned through the termination date in accordance with Section 2. Upon expiration of the Term of the Agreement or upon termination of the Agreement, Sections 4, 5, 6, 9, 10, 11, 13,14, 15, 16, 17 and 20 will survive.

  5. Relationship. All Services contemplated under the Agreement will be rendered by Contractor as an independent contractor. The parties acknowledge that Contractor is an independent contractor and not a partner, employee, officer or agent of Company.  Neither Company nor Contractor shall in any way represent itself to be an employee, partner, joint venture, agent, or officer of the other.  Neither Company nor Contractor may enter into any contract or otherwise bind the other. Any employees of Contractor performing Services shall at all times be under Contractor's exclusive direction and control and shall be an employee of Contractor, and not of Company.  Contractor and any of its employees performing the Services shall have no rights to receive any benefit from Company including, but not limited to health and accident insurance, sick leave or vacation, which are accorded to employees of Company.

    Contractor shall pay all wages, salaries, and other amounts due its employees and shall be solely responsible for withholding and paying any and all federal, state and local taxes, payroll taxes, social security payments, and any other applicable deductions, taxes or payments, which may be due incident to the payment of such wages, salaries and other amounts to its employees.  Contractor shall have no right to receive any salary or benefits from Company, whether based on its relationship with Company or otherwise, not provided for herein.

    Both Contractor and Company agree to indemnify, defend and hold harmless each other (respectively, the “Other Party”) from any claims, demands, deficiencies, levies, assessments, executions, judgments or recoveries by any governmental agency against Other Party for any amounts claimed due on account of the Agreement or pursuant to claims made under any applicable tax laws and any costs, expenses or damages sustained by Other Party by reason of such claims, including, but not limited to, any amounts paid by Other Party as taxes, attorney's fees, deficiencies, levies, assessments, fines, penalties, interest or otherwise for Other Party’s share of any applicable tax.

  6. Restrictions and Confidentiality.  The parties acknowledge, understand and agree that the agreements and covenants each is providing in this Section 6 are reasonable and necessary to protect the interests of the parties in each party's, Confidential Information (as defined below) and any breach by a party will cause irreparable damages if a party was to disclose Confidential Information or use such Confidential Information in an activity competing or interfering with the business of the other party. The terms of this Section 6 are fair and reasonable, the Agreement is not the result of overreaching, duress or coercion of any kind and the full, uninhibited and faithful observance of each of the covenants contained in the Agreement will not cause a party any undue hardship, financial or otherwise.  The parties waive any legal or equitable right to contest that the Confidential Information constitutes trade secret, confidential information under all applicable statutes and common law.  For the purposes of the Agreement, "Confidential Information" means any and all information (whether written, graphic, oral or in any other form) considered proprietary and confidential by a party that is disclosed, directly or indirectly, to or known by a party as a consequence of or through retention by a party, including, but not limited to the information conceived, originated, disclosed, discovered or developed by a party (or in collaboration with others) relating to the Services or the business enterprise of one of the parties during the term of the Agreement, or other documents prepared by a party, its employees, agents or representatives during the term of the Agreement, and any and all other information not readily available to the public.

    Each party agrees that, both during and after the term of the Agreement, not to use or disclose to anyone outside of the parties any Confidential Information, except for any Confidential Information lawfully received from another source free of restriction and without breach of the Agreement,  that becomes generally available to the public without breach of the Agreement,  known to the receiving party at the time of disclosure,  independently developed by the receiving party without resort to the Confidential Information, or (5) specifically pertaining to an image of the front page of the Company’s website(s) (only if they are live) to be displayed on the Contractor’s portfolios with the specific nature of the work performed for the Company.  In the event a party is requested or required by law, judicial or governmental order or other legal process or pronouncement (including any discovery request), to disclose any Confidential Information, such party will give the other party prompt written notice of such request or requirement so that the other party may seek an appropriate protective order or other remedy.  The party being requested to make a disclosure will cooperate with the other party to obtain such protective order or other remedy.  In the event such order or other remedy is not obtained, the party being requested to make a disclosure will furnish only that portion of the Confidential Information that, in the opinion of counsel is legally required to be disclosed and such party will use its best efforts to obtain court orders or other assurances that confidential treatment will be accorded to any such Confidential Information which must, necessarily, be disclosed.  In no event will a party ever disclose any Confidential Information, which is requested or required by law, judicial or government order or other legal process or pronouncement, unless such party has first provided, if practical, at least seven (7) days actual written notice to the other party.

    All documents and materials that a party prepares, or Confidential Information of a party that may be given or entrusted to the other party during the Term, are and shall remain the sole property of the party providing such Confidential Information.  The parties agree that upon the termination of the Agreement for any reason, or upon the demand, each party, shall immediately deliver to and leave with each other any and all Confidential Information of the other party.  If a party fails to promptly turn over to the other party the materials referred to in this paragraph in addition to any other rights or causes of action, which a party may have, a party shall have the right to withhold the Services or any remuneration due to a party until all such material is returned.  Company acknowledges that Contractor shall retain the sole rights to all of its proprietary computer programs, methods and procedures and to all Generic Code (as defined below) developed by Contractor in connection with the Agreement.  

    Not including Generic Code, which will not be deemed “work made for hire”, all work product of Contractor, its agents and employees performed pursuant to the Agreement and Inventions (as defined below) (collectively "Work Product") shall be deemed "works made for hire" and owned exclusively by Company.  Contractor grants, transfers and assigns to Company all of Contractor's rights, title and interest, if any, in any and all Work Product (including rights to reproductions in all forms or formats and the patent rights and copyrights thereto, if any), and Contractor agrees that Company may patent and/or copyright said materials in Company's name and secure renewal, reissues and extensions of such patents and/or copyrights for such periods of time as the law may permit.  Contractor agrees to sign all documents, to obtain such patents or copyrights, to further assign them to Company, and to reasonably protect them and Company against infringement by other parties at Company's expense with Company's prior written approval.  Company shall have the right, without additional or further payment or consideration to Contractor, to make or use in its business, and to make, use or sell processes, software and services derived from any discoveries, concepts, ideas and improvements of existing technology, whether or not patentable or copyrightable, which are within the scope of Work Product.  Contractor agrees that all the results and proceeds of the Services to be rendered to Company, including any business ideas, programs, formulas, plans and arrangements, commenced or created by Contractor or in collaboration with others in providing the Services, whether or not the same is made at suggestion of Company shall at all times be and remain, to the fullest extent permitted by law, the exclusive property of Company.  Other than computer codes that may be utilized by Contractor in providing services similar to the Services to 3rd parties, some of which may be developed or refined by Contractor in the performance of the Services ("Generic Code"), Contractor represents that there are no Inventions owned wholly or in party by Contractor, or controlled, directly or indirectly, by Contractor, which Contractor considers to be excluded from the Agreement.  As used in the Agreement, "Invention" means any discoveries, concepts, ideas and improvements to existing technology, whether or not patentable or copyrightable, and all other subject matter as is ordinarily comprehended by the term "Invention," relating to any of the activities of Company, including, but not limited to, processes, methods, practices, inventions, designs, machines, devices, products, formulas, computer programs and techniques, software and software developments, databases, domain names, as well as improvements thereof and expressions thereof.  Notwithstanding anything in the Agreement to the contrary, Contractor does not assign or otherwise transfer any ownership in or to any Generic Code, and Contractor is free to use any Generic Code in any manner not in breach of the Agreement.  Contractor does grant a non-exclusive license to Company to utilize the Generic Code (such Generic Code, utilized by Company the “Licensed Generic Code”) without compensation except as provided in Section 2.  The parties acknowledge that a breach of this Section 6 will cause irreparable damages (and damages at law would be an inadequate remedy) if any provision of this Section 6 is not specifically enforced.  Therefore, in the event of a breach or threatened breach by any party of any provision of this Section 6, then the non-breaching party shall be entitled, in addition to all other rights or remedies which may be available at law or in equity, to an injunction restraining such breach, without being required to show any actual damage or to post an injunction bond, and/or to a decree for specific performance of the provisions of this Section 6.

  7. Expenses.  Except as provided in Section 2, Contractor shall be responsible for all expenses of every kind and nature and shall not be entitled to reimbursement for any expense by Company.

  8. Waiver of Breach.  The waiver by Company or Contractor of any breach of a provision of the Agreement shall not operate or be construed as a waiver of any subsequent breach by the parties.

  9. Notices.  All notices, requests, demands, payments, and other communications under the Agreement shall be in writing (including e-mail, telex, telefax and telegraphic communication) and shall be (as elected by the person giving such notice) hand delivered by messenger or courier service, facsimile (with confirmed answer back), or mailed by certified mail (postage prepaid), return receipt requested, to the appropriate address indicated below or to such other address as may be given in a notice sent to all parties hereto:

    If to Company:

                  Contact information on file with Contractor.


    If to Contractor:

    Nucleus Commerce, LLC

    4112 S. Lone Pine

    Springfield, MO 65804

    ATTN:  Paul Ebisch

    Or to such other address as a party may designate by notice complying with the terms of this Section 9.  Each such notice shall be deemed delivered on:  the date delivered if by personal delivery;  the date of transmission with confirmed answer back if sent by facsimile; and  the date upon which the return receipt is signed or delivery is refused or the notice is designated by the postal authorities as not deliverable, as the case may be, if mailed.

  10. Entire Agreement; Amendment.  The Agreement supersedes any and all other understandings and agreements, either oral or in writing, between the parties hereto with respect to the subject matter herein and constitutes the sole and only agreement between the parties with respect to said subject matter.  Each party to the Agreement acknowledges that no representations, inducements, promises or agreements, oral or otherwise, have been made by any party or by anyone acting on behalf of any party, which are not embodied herein, and that no agreement, statement or promise not contained in the Agreement shall be valid or binding or of any force or effect.  No change or modification to the Agreement shall be valid or binding upon the parties hereto unless such change or modification is in writing and is signed by the parties hereto.

  11. Severability.  In the event that any one or more of the provisions contained in the Agreement shall be held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect for any reason, that invalidity, illegality or unenforceability shall not affect any other provisions hereof and the Agreement shall be construed as if that invalid, illegal or unenforceable provision had never been contained herein.

  12. Parties Bound.  The terms, promises, covenants and agreements contained in the Agreement shall apply to, be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, however, that Contractor may not assign the Agreement to any person or entity without Company's prior written consent, which may be withheld in its sole and absolute discretion.

  13. Governing Law; Jurisdiction and Venue. The Agreement shall be governed in accordance with the laws of the State of Missouri. Any civil action or legal proceeding arising out of or relating to the Agreement shall be brought in the courts of record of the State of Missouri in Greene County or the United States District Court for the Western District of Missouri.  Each party consents to the jurisdiction of such court in any such civil action or legal proceeding and waives any objection to the laying of venue of any such civil action or legal proceeding in such court.  Service of any court paper may be effected on such party by mail, as provided in the Agreement, or in such other manner as may be provided under applicable laws, rules of procedure or local rules.    

  14. Attorney's Fees.  In the event of any civil action or other legal proceeding arising out of the Agreement, the prevailing party shall be entitled to recover all reasonable attorneys' fees, court costs and all expenses even if not taxable as court costs (including, but not limited to, all such fees, taxes, costs and expenses incident to arbitration, appellate, bankruptcy and post-judgment proceedings), incurred in such proceeding.  Attorneys' fees shall include, without limitation, paralegal fees, investigative fees, administrative costs, and all other charges billed by the attorney to the prevailing party.  Company and Contractor stipulate that Company shall be deemed to be the prevailing party (and therefore entitled to recover all of its attorneys fees and costs), in any civil action or other legal proceeding concerning the Agreement (whether or not a court, for whatever reason, determines not to permanently and/or temporarily enjoin Contractor from its retention hereunder), if Company proves by a preponderance of the evidence  that Contractor has disclosed any Confidential Information; or  that Contractor has retained any Confidential Information or documentation which Contractor was required by the Agreement to return to Company.  The terms of this Section 18 shall survive any termination of the Agreement.

  15. Disclaimer of Limitation on Liability. Limitation of Liability.  Notwithstanding anything else in this Agreement or otherwise, to the fullest extent allowed by law, Company hereby acknowledges and agrees that Contractor shall not be responsible or liable to company or any third party with respect to this Agreement or any subject matter of this Agreement (including, but not limited to, the installation, maintenance, use, performance, failure, or interruption of the Services, Work Product, Inventions or licensed Generic Code), whether based in contract, tort (including negligence and strict liability) or otherwise, for any (i) incidental, consequential, indirect, special, or punitive damages of any kind, (ii) loss of revenue or profits, loss of business, other financial loss, loss of business; loss of opportunity; loss of goodwill; loss of reputation, loss of information or data, or any indirect or consequential loss or damage howsoever caused including the replacement of equipment and property, any costs of recovering, programming or reproducing any data and any failure to maintain the confidentiality of data, or (iii) cost of procurement of substitute software, documentation, technology, goods or services; even if either party has been advised of the possibility of such damages.  Additionally, notwithstanding anything else in this Agreement or otherwise, Company hereby acknowledges and agrees that Contractor’s total liability under this Agreement, in the aggregate, to Company, and Company's sole and exclusive remedy for any matter arising under this Agreement, is limited to a refund of the Fees paid under Section 2.

  16. Disclaimer.  Some countries, states, or provinces do not allow the exclusion or limitation of implied warranties, the limitation of incidental or consequential damages for certain products, or the limitation of liability for personal injury, so the above limitations and exclusions may be limited in their application to Company.  If any jurisdiction having applicability to the Agreement does not permit any such limitations and/or exclusions, then (i) each warranty that cannot be excluded shall be limited in time to ninety (90) days; and (ii) Contractor's total liability, in the aggregate, to Company under the Agreement shall be limited to the Fees paid under Section 2.

  17. Indemnification.  Each party agrees to indemnify and hold the other party harmless from all claims (including costs and expenses of defending against such claims) arising from any breach of the Agreement by the indemnifying party, or any negligent act, negligent omission or intentional tort of the indemnifying party or its employees, agents, contractors or invitees.  In addition, Contractor will indemnify, defend and hold harmless Company and its parent, subsidiaries, Affiliates, successors and predecessors in interest, assigns, officers, directors, employees and agents and representatives against all damages, costs, liabilities, claims, losses, fines and penalties arising out of the failure or asserted failure of Contractor to comply with Section 1 herein or the failure of Contractor to comply with any and all applicable local, municipal, state or federal laws, orders, rules, codes, regulations or ordinances when performing the Services and duties contemplated under the Agreement on behalf of or for the benefit of Company, including reasonable attorneys' fees at all levels.  This Section 17 will survive the expiration or termination of the Agreement.

  18. Cumulative Remedies.  All remedies available to either party are cumulative and may be exercised concurrently or separately; the exercise of any one remedy will not be deemed an election of such remedy to the exclusion of other remedies.  

  19. Hiring. Each party agrees not to hire or engage through another third party company or agency any employee of the other with whom such party has contact during an engagement under a Statement of Work (‘SOW’) without the prior written permission of the other party during the term of the applicable SOW and continuing for a period of six (6) months thereafter. However, this provision shall not apply to employees of either party responding to advertisements made at job fairs, through internal communications or postings, or in media circulated to the general public (including, without limitation, company owned or operated, or independently owned or operated Internet-based job sites).

  20. Force Majeure.  Contractor shall not be liable for any failure to perform its obligations hereunder or for any delay in such performance that results directly from a cause or circumstance that is beyond its reasonable control, including, but not limited to, strikes, severe weather, market disruptions, acts of terrorism or other causes commonly known as "Acts of God," nor shall any of the foregoing constitute a breach hereunder.  The term of the Agreement shall be tolled for a period equal to any period of time when Contractor is unable to perform due to such Acts of God.

  21. UCITA Not Applicable.  The parties agree that the Uniform Computer Information Transactions Act, or any version thereof, adopted by any state located in the United States in any form (the "UCITA") shall not apply to the Agreement.  To the extent that the UCITA is applicable, the parties agree to opt out of the applicability of the UCITA pursuant to the opt-out provisions contained therein.

  22. No Construction Against the Drafter.  The parties agree that any principle of construction or rule of law that provides that an agreement will be construed against the drafter of the agreement in the event of any inconsistency or ambiguity in such agreement will not apply to the terms and conditions of the Agreement.

  23. No Guarantee.  Contractor does not implicitly or explicitly guarantee effectiveness of any tactics or strategies employed in the fulfillment of the Agreement.  Contractor is not liable for the effectiveness of the fulfillment of the Agreement.

  24. Communication. The Parties will each designate an individual or individuals who will have authority to make any binding decisions on behalf of their respective entities with regard to the terms of the Agreement, Schedule I, or Task Work. Parties will not be bound to any Terms and Conditions or actions unless proper approvals are granted in writing. The Parties will communicate in a manner that allows for timely and accurate exchange of any information required to maintain the relationship, respond to requests, manage schedules, complete Task Work, etc. The Company will supply information, materials and actions as necessary, at the Company's cost, for Contractor's use in carrying out the Services.  Company shall bear all related license, procurement and maintenance expenses. 

  25. Payments. All payments will be made in U.S. currency. If any payment is not received by the Contractor by the date due, a late fee equivalent to 2.5% of the total unpaid balance or $100, whichever is greater, will be due immediately. For every additional week payment is past due, a 1.5% late fee will be incurred, or the maximum rate permitted by law, whichever is less. If any amount is not paid when due, Contractor shall recover from Company, in addition to the amounts owed for Services and interest, the costs and expenses incurred in connection with collecting such amounts (including without limitation costs of investigation and attorneys fees). NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, ALL RIGHTS GRANTED TO COMPANY UNDER THIS AGREEMENT ARE CONTINGENT UPON COMPANY’S PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS AGREEMENT.

    The Fees chargeable by Contractor are stated exclusive of all taxes, duties and levies imposed by any government body. Company shall be liable and will pay for all applicable tax liabilities such as sales, services, use or value added taxes, but specifically excluding employment related taxes concerning Contractor's personnel and taxes based on Contractor's net income. If Company claims exemption from any taxes resulting from this Agreement, then Company will promptly provide Contractor with the relevant documentation to such exemption including required certificates, if any, from the relevant taxing authorities.

    Failure of Company to pay each amount when due may result in termination of this Agreement.

  26. Exclusions. Unless otherwise specified in Schedule I, Contractor will develop all Results to be compatible with Internet Explorer 8, 9, and 10. Contractor will support the latest stable release of the following browsers: Firefox, Safari, Chrome. Contractor will test the three aforementioned browsers using the OS X operating system. Specific support for browsers on mobile devices, including but not limited to the Apple iPhone and devices powered by Google's Android platform is not included as a part of this agreement, unless otherwise specified in Schedule I. Any other browsers or browser versions not specifically mentioned above are not supported by the Contractor, unless otherwise specified in Schedule I. This includes, but is not limited to, the Opera browser and versions of the Firefox, Safari, and Chrome prior to their latest stable release. Note that not all Web browsers and operating systems render content in exactly the same way. Some variation in rendering is to be expected and considered acceptable as long as the core functionality remains intact across the aforementioned environments. Contractor uses best practices in Web development standards, but cannot guarantee fidelity or operability in all platform / browser / client combinations.

  27. Software Compatibility. The native Magento platform is rich in features that promote success of eCommerce Merchants. In addition, the platform can be customized through code changes or by installation of a wide range of inexpensive third party modules. These customizations allow merchants to tailor the platform to the specific needs of their business and customer base at reasonable cost.

    Third party modules are developed to function with a native Magento platform. Therefore, whenever multiple modules are installed on a site, or when various code customizations have been done on a site, unforeseen conflicts are possible. It is the Contractors intention to minimize such conflicts but Company understands that estimates do not include resolving unforeseen issues due to code customization or installation of third party modules.

  28. At any time, Contractor may use its discretion in determining whether or not Contractor will enter into or continue a business relationship with any Company.


Revision Date December 15, 2016. Nucleus Commerce, LLC reserves the right to make changes to this Agreement without notice.