Term. This Agreement is effective as of the Effective Date and will continue in effect until terminated in accordance with Section 7 (the period in which the Agreement is in effect, the “Term”).
Vendor’s Obligations. In his/her performance of the Services, Vendor shall act in a professional, competent and workmanlike manner in accordance with generally accepted industry standards and practices. Following the acceptance of this Agreement, Vendor shall use commercially reasonable efforts to perform the Services in accordance with the Project assigned to the Vendor, and deliver the relevant Item to Contellio for review via http://app.contellio.com within the agreed upon timeframe and quote.
For purposes of this Agreement, “Item” means any work product created by Vendor specifically for and delivered to Contellio. All items shall be delivered to Contellio in a form of a source and final files. Vendor is informed about the required final file format when they start a new Project.
In the event Contellio is dissatisfied with the quality of the delivered Item or the corrections require too much time to implement, Vendor must provide with the new version of the Item within the agreed amount.
In the event a Vendor fails to deliver the Project on time, and doesn’t inform Contellio about this, the Vendor is not paid the agreed amount and is banned from the Contellio Platform permanently.
Contellio’s Obligations. Contellio shall (i) provide the Vendor with all information, assistance and materials, including the applicable source URL, source text, content and any trademarks, claims or fonts Contellio’s client wishes to have incorporated into the Item (collectively, the “Client Materials”); (ii) comply with all laws and regulations applicable to Contellio’s Client business; and (iii) notify Client promptly if the Vendor has reason to believe that any Client Materials infringe the intellectual property rights of any third-party or otherwise could give rise to any claim or action (including for defamation).
To the extent Contellio is dissatisfied with or wishes to request changes to the Item, Contellio shall explain in specific detail any errors, deficiencies or inadequacies that it believes should be modified in the Item, and the Vendor agrees to use commercially reasonable efforts to make such modifications to the Item within a commercially reasonable timeframe. Contellio reserves the right to ask for a complete revision of the Item if the corrections require too much time to implement within the primary quote. The Project is considered as completed once Contellio’s Client will accept it in Contellio’s platform.
Fees; Payment Options. Contellio shall pay fees for the Services in accordance with the terms of this Agreement and as set forth on the Project. Contellio determines, in its sole discretion, that services performed under the Project are complete and delivered. Notwithstanding anything to the contrary, Contellio is not obligated to make any payment to the Vendor until Vendor has completed services under a Project; including delivering corrections and changes to a Project. If a Vendor fails to deliver corrections, he/she is paid 80% of the total amount. Only after he/she delivers all corrections that are accepted by Client he/she receives the remaining 20%. Should the Client reject the Item or request that Vendor be removed and the project reassigned, Contellio will decide about the % of payment for the removed Vendor. Due to taxes and financial fees each Vendor can request to withdraw earned money if they exceeded $100 in total.
Vendor understands and agrees to get paid under the terms provided during application process. Any details revealed are the integral part of this Agreement.
Taxes All amounts are paid in U.S. dollars. Vendor is responsible to deduct any taxes from his/her, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental or regulatory authority on any amounts payable by Client hereunder, other than any taxes imposed on Contellio’s net income.
License. Upon Contellio’s payment in full for Vendor’s services, Vendor hereby grants to Contellio and its Clients a perpetual, irrevocable, non-exclusive, worldwide, paid-up, royalty-free license to use any of the Item, including the right to copy, modify, publicly perform and publicly display on Contellio’s and Contellio’s clients website. Vendor is welcomed to use Contellio’s website as his/hers own portfolio only with the works that he/she delivered and are marked his/her credentials.
Termination. Either party may terminate this Agreement at any time by providing 3 days notice of termination.
Upon any termination of this Agreement, Vendor shall promptly deliver any Items that he has been assigned to. Vendor acknowledges that termination of this Agreement creates no obligation for Contellio to refund any amounts paid or payable by Contellio under this Agreement for Services provided by Vendor if Vendor delivered the first version of Item.
Confidential Information. Each Party shall maintain in confidence any confidential information it obtains from the other Party in connection with this Agreement and may not use or disclose that information except to the extent necessary to exercise its rights or perform its obligations under this Agreement. The restrictions in the foregoing sentence do not apply to information that (i) the receiving Party (“Recipient”) rightfully possessed without a duty of confidentiality before obtaining it from the disclosing Party or its affiliates (“Discloser”); (ii) is or becomes generally available to and known by the public, other than due to Recipient’s breach of this Agreement; (iii) Recipient received on an unrestricted basis from a source unrelated to either Party and not under a duty of confidentiality with respect to the information; or (iv) Recipient developed independently of the disclosed information.
Recipient shall, to the extent permitted by law, (i) notify Discloser within three calendar days if applicable law requires, or a governmental authority of competent jurisdiction requires or requests, that Recipient disclose Discloser’s confidential information and (ii) use reasonable efforts to allow Discloser an opportunity to seek injunctive relief from, or a protective order with respect to, the contemplated disclosure. If notification to Discloser is not permitted by applicable law, or if it is permitted and that relief or order is not obtained, Recipient (1) may disclose only that portion of Discloser’s confidential information that Recipient’s counsel advises is not subject to privilege and must be disclosed, and (2) shall cooperate with Discloser to the extent permitted by applicable law to ensure the disclosed confidential information is treated in a confidential manner after disclosure.
Mutual Representations and Warranties. Each Party represents and warrants that (i) it is duly organized and in good standing under the laws of the jurisdiction of its organization; (ii) it has all requisite power and authority (corporate or otherwise) to execute, deliver and perform its obligations under this Agreement; and (iii) its execution, delivery and performance of this Agreement (1) have been duly authorized by all necessary action on its part and (2) do not and will not: (A) violate, conflict with or result in the breach of any provision of its charter or by-laws (or similar organizational documents); or (B) conflict with, result in any breach of, constitute a default (or event which with the giving of notice and/or lapse of time would become a default) or require any consent under, or give any other person any right to terminate, amend, accelerate, suspend, revoke or cancel, any other agreement to which it is a party or by which it is bound.
Vendor’s Representations and Warranties. Vendor represents and warrants that all delivered Items will not infringe any intellectual property rights of any third-party, and there is no claim or action pending or threatened against Vendor or its affiliates alleging any of the foregoing.
Independent Contractors. Both Parties are independent contractors under this Agreement. Nothing herein creates an employment, agency, joint venture or partnership relationship between the Parties hereto or any of their personnel, or any other legal arrangement that would impose liability upon one Party for the act or failure to act of the other Party. Neither Party shall have any express or implied power to enter into any contracts or commitments or to incur any liabilities in the name of, or on behalf of, the other Party, or to bind the other Party in any respect whatsoever.
Disclaimer; Limitation of Liability.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, NEITHER PARTY NOR ITS AFFILIATES, NOR ITS OR THEIR PERSONNEL, PARTNERS, SHAREHOLDERS, SUCCESSORS OR ASSIGNEES, WILL HAVE ANY LIABILITY OR RESPONSIBILITY TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, REGARDLESS OF HOW CHARACTERIZED) WITH RESPECT TO ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES, AND WHETHER THE CLAIM ARISES OUT OF BREACH OF CONTRACT, TORT OR OTHERWISE.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY’S LIABILITY WITH RESPECT TO SERVICES, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED TWO TIMES THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO CONTELLIO UNDER THIS AGREEMENT.
Indemnification. Vendor shall indemnify and defend Contellio and its affiliates, and its and their personnel, partners, shareholders, successors and assignees from and against any and all damages, expenses (including attorneys’ fees and court costs), losses, liabilities, obligations, claims, demands, suits, actions, investigations, proceedings, and causes of action (collectively, “Losses”) arising out of or relating to any third-party claim to the extent the claim arises out of or relates to (a) Vendor’s use of the Services or Items in combination with materials, software, intellectual property or services not furnished or approved by Contellio, (b) any breach of this Agreement by Vendor, (c) any change to the Item.
Force Majeure. To the extent either Party fails to perform any of its obligations under this Agreement as a result of a fire, flood, earthquake, act of God, or act of war, revolution or terrorism (each, a “Force Majeure Event”), and that Party (the “Affected Party”) could not have taken reasonable precautions to avoid the Force Majeure Event, the Affected Party will be excused from performing those obligations affected by the Force Majeure Event for the duration of the Force Majeure Event, on condition that the Affected Party must continue to use commercially reasonable efforts to avoid or remove the Force Majeure Event as soon as possible. The Affected Party shall promptly notify the other Party of the occurrence of any Force Majeure Event and describe in reasonable detail the nature of the Force Majeure Event. If a Force Majeure Event continues for a period longer than two months, either Party may terminate the Agreement with immediate effect on written notice to the other Party and neither Party is liable to the other Party for such termination.
Assignment. Vendor may not assign, delegate or otherwise transfer this Agreement or any of its rights, remedies or obligations under this Agreement (including by forward or reverse merger, consolidation, dissolution or operation of law, and whether voluntarily or by a governmental authority’s action or order) without Contellio’s prior written consent. Any purported assignment, delegation or other transfer in contravention of this Section is void.
Entire Agreement. This Agreement constitutes the entire agreement, and supersedes any prior or contemporaneous statements or agreements, between the Parties with respect to its subject matter.
Severability. If a governmental authority of competent jurisdiction holds any provision of this Agreement to be unenforceable, then that provision is to be construed either by modifying it to the minimum extent necessary to make it enforceable (if permitted by law) or disregarding it (if not). If an unenforceable provision is modified or disregarded in accordance with this Section, all other provisions of this Agreement are to remain in effect as written, except that this entire Agreement will be unenforceable if modifying or disregarding the unenforceable provision affects the economic and legal substance of the transactions contemplated by this Agreement in a manner materially adverse to either Party.
Amendment. This Agreement only may be amended or modified by a written instrument signed by each Party’s authorized representative referring to this Agreement, including through e-mails or similar electronic transmissions where both Parties explicitly agree to the amendment/modification.
No Presumption. The Parties acknowledge that the provisions of this Agreement are the language the Parties chose to express their mutual intent and hereby waive any applicable law that would require interpretation of any claimed ambiguity, omission or conflict in this Agreement against the Party that drafted it.
Interpretation. The descriptive headings in this Agreement are for convenience and are not intended to affect its meaning or interpretation. The words “including,” “include,” and “includes” are not limiting and are to be read as if they were followed by the phrase “without limitation.” “Commercially reasonable efforts” means, with respect to a given obligation, the efforts that a reasonable and prudent person desirous of achieving a result would use in similar circumstances to perform that obligation as promptly as possible consistent with its normal business practices and good-faith business judgment, including the incurrence of reasonable immaterial expenditures or liabilities. “Sole discretion” means, with respect to any determination to be made under this Agreement by a Party, the sole and absolute discretion of that Party, without regard to any standard of reasonableness or other standard by which the determination of that Party might be challenged.
Third-Party Beneficiaries. Except to the extent stated otherwise in this Agreement, nothing in this Agreement confers any legal or equitable right, benefit or remedy upon any person other than the Parties.
No Waiver. A Party’s failure to enforce any provisions of or rights deriving from this Agreement does not waive those provisions or rights, or that Party’s right to enforce those provisions or rights. Except to the extent stated otherwise in this Agreement, each Party’s rights and remedies under this Agreement are cumulative and are in addition to any other rights and remedies available at law or in equity.
Notices. All notices, requests, claims and other communications between the Parties described in or otherwise regarding this Agreement must be in writing and be given or made (and will be effective on receipt) by e-mail (with a telephonic acknowledgement of sending), or by registered or certified mail (postage prepaid, return receipt requested) to a Party at its address below or at any other address of which that Party has notified the other Party in accordance with this Section, except that any email received after 5:00 p.m. at the location of receipt will be deemed received on the immediately following business day).
Counterparts. The Parties may execute this Agreement in one or more counterparts, each of which when executed is an original counterpart and all of which taken together constitute one and the same Agreement. A Party’s delivery to the other Party of an original counterpart to this Agreement, or as a scanned image (such as a .pdf file) attached to an email to the other Party’s authorized representative, is effective as delivery of that counterpart.