This contract (the “Agreement”) is entered into by and between the below named parties (the “Parties”).
The Client (the “Client”)
As named on the accompanying invoice or statement of work.
The Contractor (the “Contractor”)
Context Digital Consulting
Services
Contractor agrees to perform services as described within the associated invoice (the “Services”) and Client agrees to pay Contractor as described within the associated invoice.
Acceptances
By completing a purchase, you are acting on behalf of The Client and have the authority to enter into this Agreement on behalf of Client. Client agrees to cooperate and to provide Contractor with everything needed to complete the Services as, when and in the format requested by Contractor.
Contractor has the experience and ability to do everything Contractor agreed to for Client and will do it all in a professional and timely manner. Contractor will endeavor to meet every deadline that’s set and to meet the expectation for Services to the best of its abilities.
Client acknowledges and agrees that Contractor cannot and does not guarantee the results or effectiveness of any of the services rendered or to be rendered. Rather, services shall be executed in a professional manner and in accordance with good industry practice. Best efforts will be used but no specific results are promised. Client understands and agrees that Contractor shall not be liable for the performance of platforms, plugins, software tools, or APIs that are developed or maintained by third parties.
Client Responsibilities
Client acknowledges and agrees that timely feedback, content, approvals, credentials, and access are necessary for Contractor to perform Services. Contractor shall not be liable for any delays, missed deadlines, or performance issues arising from Client’s failure to provide required input, access, or approvals.
Warranty
Contractor warrants that: (i) the Services will be performed in a professional and workmanlike manner and that none of such Services or any part of this Agreement is or will be inconsistent with any obligation Contractor may have to others; (ii) none of the Services or Inventions or any development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate any intellectual property or other right of any person or entity (including, without limitation, Contractor); (iii) Contractor has the full right to provide Client with the assignments and rights provided for herein; (iv) Contractor shall comply with all applicable laws in the course of performing the Services and (v) if Contractor’s work requires a license, Contractor has obtained that license and the license is in full force and effect.
EXCEPT AS SET FORTH HEREIN, CONTRACTOR DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, COMPLETENESS OR RESULTS TO BE DERIVED FROM THE WORK. ALL DELIVERABLES ARE PROVIDED “AS IS.”
Third-Party Dependencies
Client understands that some services and deliverables may incorporate or rely on third-party products, services, libraries, or APIs. Contractor is not responsible for performance, uptime, changes, licensing, outages, or security issues related to any third-party services or tools. Client assumes all risk and responsibility for third-party accounts or content they provide or require to be integrated, and shall maintain their own licenses and compliance as needed.
Cybersecurity and Risk
Contractor will take reasonable measures to secure websites and applications using commonly accepted development practices and tools. However, Client acknowledges that no system is completely secure, and Contractor makes no guarantees against unauthorized access, hacking, data breaches, denial-of-service attacks, or other forms of cybercrime.
Client agrees to implement and maintain appropriate security measures, including strong passwords, regular updates, two-factor authentication (where applicable), and secure hosting environments. Contractor is not liable for any damages, losses, costs, or liabilities arising from cybersecurity incidents, including data loss, reputational damage, or business interruption, unless such incidents result directly from Contractor’s gross negligence.
If Client utilizes a third-party host, Client acknowledges that the hosting service is solely responsible for the security, performance, and continuity of the hosting environment. Contractor does not manage these systems or infrastructure and disclaims any responsibility for outages, vulnerabilities, data loss, or attacks related to the third-party hosting environment or their failure to comply with security best practices.
Contractor may recommend or facilitate third-party security services or monitoring tools; however, ultimate responsibility for ongoing security, monitoring, and data protection lies with the Client.
Confidentiality & Non-Disclosure
Each party shall maintain, in the strictest confidence, all Confidential Information of the other party. “Confidential Information” means all (i) nonpublic information disclosed by one party to the other under this Agreement, provided such information is marked or indicated by the disclosing party to be confidential; (ii) and any information which ought reasonably be considered confidential given the circumstances.
In the event a party is required to disclose Confidential Information pursuant to a judicial or governmental order, such party shall provide the other party with prompt notice to allow them to seek legal remedies. Each party agrees to indemnify and hold harmless the other from any liabilities resulting from breaches of confidentiality by their representatives. This obligation survives termination for 3 years.
Ownership and Licenses
All deliverables developed under this Agreement shall be treated as “work for hire” and owned by Client upon full payment. If deemed not to be “work for hire,” Contractor assigns all rights to Client and agrees to execute any necessary documentation. Contractor retains no interest in submitted materials and may not license, sell, or use deliverables except as agreed or required to fulfill the Agreement.
Term & Termination
Either party may terminate this Agreement at any time with 14 days written notice. Immediate termination may occur if the other party breaches and fails to cure within 5 days of notice.
If terminated without cause by Client, Client agrees to pay all fees for work performed and non-cancelable expenses incurred. Upon termination, Client may not use deliverables until full payment has been made. Contractor retains a security interest in deliverables until payment is complete.
Payment Terms
Invoices are due within 15 days. Overdue invoices may cause Contractor to pause work. Late payments incur a 3% monthly fee. Fees are non-refundable.
Expense Reimbursement
Client shall reimburse reasonable, pre-approved expenses within 15 days of invoice.
Changes
Material changes to scope or fees require written agreement by both parties.
Indemnification and Limitation of Liability
Contractor agrees to indemnify Client against third-party claims arising from Contractor’s gross negligence or IP infringement. Client agrees to indemnify Contractor against claims arising from Client’s gross negligence, provided materials, instructions, or breach.
TO THE FULLEST EXTENT PERMITTED BY LAW, CONTRACTOR SHALL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS OR BUSINESS DISRUPTION), EVEN IF ADVISED OF SUCH POSSIBILITY. CONTRACTOR’S TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID BY CLIENT TO CONTRACTOR UNDER THE APPLICABLE INVOICE WITHIN THE PRIOR SIX (6) MONTHS.
Client agrees that all claims shall be directed to Contractor’s business entity and not to any individual associated with Contractor.
Right to Authorship Credit
Client may not misrepresent authorship. Contractor may display work in portfolios or media unless work is confidential. No confidential or non-public work will be published without Client’s written consent.
Governing Law and Dispute Resolution
This Agreement shall be governed by the laws of Contractor’s Jurisdiction. The Parties agree to exclusive venue in those courts. Failure to enforce rights does not waive them.
Force Majeure
Neither party is liable for delays caused by unforeseeable events beyond their control (e.g., war, natural disasters, illness, government actions).
Notices
Notices must be sent via mail or email to the address on file. Email notices are effective unless a delivery failure is received within 24 hours.
Miscellaneous
Headings are for reference only. This Agreement may be signed electronically and in counterparts. Invalid provisions shall be revised or severed to preserve enforceability.
Entire Contract
This Agreement and any attachments represent the entire agreement. Modifications must be made in writing and signed by both parties.