"Vendor" means Karatas & Company LLC, with its principal place of business in San Diego, California. "Client" means the party that signs a Work Authorization referencing these Services Terms. "Agreement" means the Work Authorization together with these Services Terms as in effect on the Effective Date of the Work Authorization (the "Applicable Terms"). "Services" means the professional services described in the Work Authorization. "Deliverables" has the meaning given in Section 4. "Work Product" has the meaning given in Section 3.
Vendor performs Services under the Agreement as an independent contractor. Nothing in the Agreement creates an employer-employee relationship, partnership, joint venture, or agency relationship between Vendor and Client. Vendor is solely responsible for:
Vendor is not entitled to any employee benefits from Client, including but not limited to health insurance, retirement, paid time off, or unemployment compensation.
"Work Product" means the deliverables specifically created for Client under the Agreement, including but not limited to platform configuration, design documentation, project artifacts, custom objects, custom fields, flows, page layouts, reports, dashboards, and similar tangible outputs.
Upon Client's payment in full for the work in which the Work Product was created, all right, title, and interest in the Work Product transfers to Client.
Notwithstanding the foregoing, Vendor retains all right, title, and interest in:
Client receives a perpetual, royalty-free, non-exclusive, worldwide license to use any of Vendor's pre-existing IP embedded in or required to use the Work Product, solely for Client's internal business purposes.
"Deliverables" means tangible work product provided to Client under a Work Authorization, including configured Salesforce environments, design documents, project artifacts, custom objects, flows, page layouts, reports, dashboards, and similar outputs specifically created for Client.
Deliverables will be considered accepted upon written notice (email is sufficient) from Client, or two (2) business days from delivery if Client has not provided written notice of rejection. Client may only reject Deliverables to the extent they materially fail to conform to the specifications set forth in the applicable Work Authorization. To be effective, notice of rejection must specifically disclose the material failure to conform. In response to a rejection, Vendor may revise and redeliver the Deliverable, or advise Client as to why the Deliverable conforms to the Work Authorization.
Vendor retains the right to use any suggestions, enhancement requests, recommendations, or other feedback provided by Client relating to Vendor's services, methodologies, or work product. Client grants Vendor a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate such feedback into Vendor's professional services, methodologies, frameworks, or any products or services Vendor offers, without obligation of compensation, attribution, or notice to Client. This license does not extend to any Confidential Information of Client (as defined in Section 6), which remains protected regardless of any incidental incorporation in feedback.
Each party (the "Receiving Party") agrees to protect the other party's (the "Disclosing Party") Confidential Information using the same degree of care it uses to protect its own confidential information of similar importance, but in no event less than reasonable care. Confidential Information includes, without limitation: Client's business operations, customer data, financial information, internal processes, and any information marked or reasonably understood to be confidential; and Vendor's pricing, methodologies, work product not yet delivered, and business operations.
The Receiving Party shall not (a) use Confidential Information for any purpose other than performance of the Agreement or (b) disclose Confidential Information to any third party without the Disclosing Party's prior written consent, except to its employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those in this Section.
Confidentiality obligations survive termination of the Agreement for a period of three (3) years, except that obligations relating to trade secrets continue for so long as such information remains a trade secret under applicable law.
Confidential Information does not include information that:
During the term of the Agreement and for a period of twelve (12) months following its termination, neither party will directly or indirectly solicit for employment, hire, or engage as a contractor any employee, contractor, or consultant of the other party who was materially involved in the engagement, without the other party's prior written consent. General job postings and the hiring of individuals who respond to such postings without targeted solicitation are not a violation of this Section.
If Vendor's performance of its obligations under any Work Authorization is prevented or delayed by any act or omission of Client or its agents, subcontractors, consultants, or employees, Vendor shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Client to the extent arising directly or indirectly from such prevention or delay. Examples of Client acts or omissions that may prevent or delay Vendor's performance include, without limitation: failure to provide timely access to systems, personnel, or required information; delays in providing approvals, decisions, or feedback; failure to complete agreed-upon Client team tasks; and changes to scope outside of an executed Block Approval. If a Client act or omission causes a delay, Vendor's deadlines and timeline commitments are extended by the period of the delay.
Neither party shall be liable or responsible to the other, nor deemed to have defaulted or breached any obligation, for any failure or delay in performance when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the affected party's reasonable control, including without limitation: acts of God, fire, flood, earthquake, explosion, governmental actions, war, terrorism, civil unrest, national emergency, epidemic, pandemic, public-health lockdowns, internet or telecommunications outages, power failures, or third-party service disruptions. The affected party shall promptly notify the other party of the force majeure event and use reasonable efforts to mitigate its impact. If the event continues for a continuous period in excess of thirty (30) days, either party may terminate the affected Work Authorization upon written notice to the other party.
Vendor warrants that Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards for the type of work described in the Work Authorization. If Vendor's Services fail to meet this warranty, Client's exclusive remedy is for Vendor to re-perform the deficient Services at no additional charge, provided Client notifies Vendor of the deficiency in writing within thirty (30) days of the work being performed.
EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 10.1, VENDOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT ANY THIRD-PARTY PLATFORM (INCLUDING SALESFORCE) WILL OPERATE UNINTERRUPTED OR ERROR-FREE. VENDOR DOES NOT WARRANT ANY SPECIFIC BUSINESS OUTCOME, REVENUE RESULT, OR PERFORMANCE METRIC.
EXCEPT FOR (A) BREACHES OF CONFIDENTIALITY OBLIGATIONS UNDER SECTION 6, (B) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12, (C) WILLFUL MISCONDUCT OR FRAUD, OR (D) AMOUNTS OWED FOR SERVICES PROPERLY RENDERED, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT SHALL NOT EXCEED THE GREATER OF (I) THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO VENDOR UNDER THE AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (II) FIVE THOUSAND DOLLARS ($5,000.00).
Each party (the "Indemnifying Party") agrees to indemnify, defend, and hold harmless the other party and its officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, costs, and reasonable attorneys' fees arising out of or resulting from:
The indemnified party shall promptly notify the Indemnifying Party of any such claim, allow the Indemnifying Party to control the defense, and cooperate reasonably in the defense.
Invoices not paid within the payment terms set forth in the Work Authorization are considered past due. Past-due invoices accrue a late fee of one and one-half percent (1.5%) per month, or the maximum rate permitted by California law, whichever is lower, calculated from the original due date until paid in full. If any invoice remains unpaid for thirty (30) calendar days past its due date, Vendor reserves the right to suspend further work under the Agreement until the past-due balance is paid in full. Vendor will provide Client with written notice (email to the Client AP Contact and Client signatory) at least three (3) business days before suspending work.
The following expenses may be billed in addition to professional services fees set forth in any Work Authorization:
Any individual expense over five hundred dollars ($500) requires Client's prior written approval. Reimbursable Expenses will be billed separately from Vendor's professional services fees, are due upon receipt of invoice, and will be itemized with supporting documentation.
The parties shall first attempt in good faith to resolve any dispute arising out of or relating to the Agreement through informal negotiation between senior representatives of each party for a period of at least thirty (30) days before initiating formal proceedings.
If the dispute is not resolved through negotiation, the parties agree to submit the dispute to binding arbitration administered by JAMS in Orange County, California, in accordance with JAMS' Streamlined Arbitration Rules and Procedures. The arbitration shall be conducted by a single arbitrator, and judgment on the award may be entered in any court of competent jurisdiction. Each party shall bear its own attorneys' fees and costs, and the parties shall share the arbitrator's fees equally, except that the arbitrator may award fees and costs to the prevailing party in cases of bad-faith conduct.
Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction in Orange County, California, to protect its intellectual property, confidential information, or trade secrets, without first complying with the negotiation or arbitration requirements of this Section.
No legal action of any kind relating to the Services or the Agreement may be initiated by either party more than one (1) year from the completion of the Services or termination of the Agreement, whichever occurs first.
The Agreement is governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles.
Either party may terminate the Agreement and any active Work Authorization at any time, with or without cause, by providing the other party with written notice (email to the contacts in the Work Authorization is sufficient). Upon termination:
The Agreement, together with any Work Authorizations issued and signed under it, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous oral or written agreements, understandings, or arrangements between the parties relating to the same subject. No amendment or modification of the Agreement is effective unless made in writing and signed by both parties (email confirmation by authorized representatives is sufficient for non-material amendments). If any provision of the Agreement is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect, and the invalid or unenforceable provision will be replaced by a valid and enforceable provision that most closely matches the parties' original intent.
All notices required or permitted under the Agreement shall be in writing and delivered to the contacts identified in the Work Authorization by (a) email (effective on the date of transmission, provided the sender does not receive a non-delivery notification), or (b) overnight courier or certified mail (effective on the date of receipt). Either party may change its notice contact by providing written notice to the other party.
These Services Terms may be updated from time to time. Each Work Authorization incorporates the version of these Services Terms in effect on its Effective Date (the "Applicable Terms"). Updates to these Services Terms do not modify Work Authorizations executed before the update. A PDF copy of any version of these Services Terms is available upon request at aaron@kco-systems.com.
Questions about these Services Terms should be directed to:
Karatas & Company LLC
Attn: Aaron Karatas, Founder
1111 6th Ave, Ste 550, PMB 272658
San Diego, California 92101
Email: aaron@kco-systems.com