Welcome to Gratia!

Terms and Conditions

1. Access to Services

Please read these terms carefully before using GoGratia.com, operated by Gratia,Inc, a Delaware corporation having an address at 90 State Street, Ste. 700, Office 40, Albany, New York 12207 (“Gratia”, “we”, “our”).  By creating a Gratia account to use the services provided by Gratia whether through a mobile device  or computer, or by using Gratia’s Services (as defined herein), Customer (“Customer”, “you”, “your”) agrees to be bound by any terms disclosed to you if you purchase or have purchased Services we offer including without limitation these Terms and Conditions. If you do not accept and agree to be bound by all the terms of this Agreement you should not use the Services. We may make changes to this Agreement and to the Services from time to time. We may do this for a variety of reasons, including without limitation to reflect changes in or requirements of the law, new features, or changes in business practices. The most recent version of this Agreement will be posted on GoGratia.com. If the changes include material changes that affect your rights or obligations, we will notify you reasonably in advance of the changes by reasonable means, which could include notification through our website or mobile application, or via email. If you continue to use the Services after the changes become effective, then you agree to the revised Agreement. This Agreement shall supersede any prior agreements (except as specifically stated herein), and shall govern your entire relationship with Gratia, including without limitation events, agreements, and conduct preceding your acceptance of this Agreement.

2. Talent

Gratia provides the service of matching Customers with independent contractors that are remote and globally-based  and in possession of particular skillsets requested by Customer (“Talent”). Gratia shall propose Talent profiles to meet the Customer's stated needs, as indicated by Customer’s selections on Gratia’s website and verbal communications with Gratia’s representatives.  Once agreed upon by both the Customer and Gratia, the chosen Talent will be introduced to Customer and shall work at a minimum the number of hours specified by Customer’s request. Talent is categorized and priced as set forth on the Statement of Work executed between the Parties.

3. Services

The services to be provided by Gratia to Customer hereunder (the “Services”) shall be provided based on the following items as selected by you: (a) the number and classification of Talent you seek to hire; (b) the minimum number of weeks you seek such Talent’s assistance, and (c) the minimum number of months you seek such Talent’s assistance, as well as on the following items that you will provide to Gratia: (i) specifications for all candidate requirements and other deliverables to be delivered by Gratia to Customer; and (ii) Customer’s assigned tasks and related resources needed for Gratia to perform the Services. Specifications shall include: (i) preferred qualifications and key skills, training, and experience; (ii) type of work; (iii) preferred geographic location or time zone of Talent’s base; (iv) preferred work schedule; (v) known risks to health and safety; (vi) other pertinent information as determined by Gratia and Customer (collectively, “Specifications”). Customer is responsible for running background checks of any type on any candidate and for satisfying itself of Talent’s suitability. Upon acceptance and payment for services, Customer will provide direction to Talent regarding Customer’s specific needs. 

4. Change Orders

Customer acknowledges and agrees that the target dates specified in any relation to Services are estimated and may vary depending on deviations in the scope of the project and Customer’s requirements. Without limiting the foregoing, from time to time Customer or Gratia may request a material change in any Services that has then been mutually executed by proposing the same in writing (each, a “Change Order”). No Change Order shall take effect, if at all, until mutually agreed upon and executed by the parties, each in its sole discretion, whereupon such Change Order shall constitute an amendment to the applicable Services request and be governed hereby. In the event that Customer, without performing the Change Order process set forth in this Section 4, materially changes any of the Specifications or requirements of the Services, or delays the delivery to Gratia of any required resource or information so as to adversely affect or delay Gratia’s performance hereunder, Gratia shall be entitled to modify the Services in a manner commensurate therewith, and such modification  shall be binding upon the parties.

5. Fees

Unless set forth to the contrary in a written agreement mutually executed by the parties, Gratia shall issue Customer invoices for the Services monthly. Gratia shall bill Customer in advance each month for all contracted- for Personnel hours during such month.  Customer will be responsible for payment for all such contracted hours whether such hours are used or not, in addition to hours worked by Personnel in excess of contracted hours each month. Unused hours will expire at the end of each month and will not be rolled over or credited to future periods or separate projects. Customer shall make payment to Gratia within fifteen (15     ) days of the date specified on the invoice by negotiable instrument drawn on U.S. funds      or by wire transfer to such account as Gratia shall specify. Payments not received by Gratia when due shall, at Gratia’s sole discretion, be subject to a finance charge from the due date until the payment is made at a rate equal to the lesser of 1.5% per month or the maximum amount allowable under applicable law. Bank fees for returned checks shall be reimbursed by Customer. Gratia shall have the right to terminate this Agreement immediately upon written notice if Customer does not make any payment when it becomes due and payable hereunder or if any check presented is returned due to insufficient funds. Customer shall reimburse Gratia for its reasonable, documented, out-of-pocket expenses in performing the Services. Customer shall be responsible for travel and out-of-pocket expenses incurred by Talent as set forth on the SOW. All fees for Services specified herein are exclusive of any U.S. federal, state, or local sales, excise, use, value-added, or other taxes and tariffs. Customer shall pay all taxes that, as per applicable law, accrue to the buyer or beneficiary of services of the type provided by Gratia to Customer hereunder. 

6. Personnel

Customer shall assign a single talent manager (“Talent Manager”) who shall be the primary point of contact for communicating with Gratia with respect hereto. Customer may substitute other persons in its Talent Manager position upon reasonable prior notice to Gratia. Each party’s personnel and subcontractors (together, “Personnel”) provided in performance of the Services shall at all times remain under the direction and control of such party. Talent are exclusively Gratia’s Personnel and are not employees, agents, partners, or joint venturers of Customer. All Personnel provided by Gratia to perform Services shall have the appropriate skills to enable them to adequately perform their duties in accordance with, at least, prevailing industry standards. Gratia shall use best efforts to assure continuity in staffing of its key Personnel. Each party shall be responsible for all payroll taxes, unemployment insurance payments, and other obligations of employers with respect to its own Personnel.

7. Insurance

Gratia maintains a commercial general liability insurance policy and other related policies at levels deemed appropriate by Gratia. Upon request, Gratia will provide evidence the existence of such insurance policies to Customer. Upon Gratia’s request, Customer will obtain appropriate supplemental insurance policies to cover the activities undertaken by Gratia related to the Services and will provide evidence to Gratia that Customer has obtained such supplemental policies.

8. Ownership of Work Product

1. Upon delivery of, and payment in-full for, any Services, ownership of all right, title, and interest (including ownership of all intellectual property rights) in and to all work product (“Work Product”) created or provided by Talent for the benefit of Customer shall vest in Customer, the same hereby being deemed to be specially commissioned works made for hire, or in any event being hereby assigned and exclusively licensed from Gratia to Customer in perpetuity. Gratia shall take such actions and provide such assistance as may reasonably be required by Customer to perfect Customer’s rights as aforesaid, and Gratia shall take no action in contravention thereof. 

2. Gratia shall own all right, title, and interest (including all intellectual property rights) in and to all portions of any content, know-how, systems, processes, knowledge or Work Product that constitute any part of Gratia’s pre-existing works, its general tools, or its general knowledge used to perform the Services. 

9. Confidentiality

1. The parties acknowledge and agree that in their performance hereof, each (“Recipient”) may receive or be exposed to the proprietary and confidential information of the other (“Owner”) that is designated orally or in writing as being confidential (“Confidential Information”). Recipient shall use Owner’s Confidential Information solely in furtherance of Recipient’s performance hereunder and for no other purpose whatsoever. Recipient shall not disclose Owner’s Confidential Information to any third parties except to Recipient’s trusted Personnel having a legitimate need to know in furtherance of Recipient’s performance hereunder and who are bound by confidentiality obligations at least as restrictive as those hereof. Confidential Information shall not include information that: (i) was lawfully known by Recipient without an obligation of confidentiality before its receipt from Owner; (ii) is independently developed by Recipient without reliance on or use of Owner’s Confidential Information; (iii) is or becomes publicly available without a breach by Recipient of this Agreement; or (iv) is disclosed to Recipient by a third party under no obligation to maintain its confidentiality. If Recipient is requested to disclose any of the Confidential Information as part of an administrative or judicial proceeding, Recipient shall, to the extent permitted by applicable law, promptly notify Owner of that request and cooperate with Owner, at Owner’s expense, in seeking a protective order or similar confidential treatment for the Confidential Information. If no protective order or other confidential treatment is obtained, Recipient shall disclose only that portion of Confidential Information which is legally required and will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the Confidential Information which is required to be disclosed.

2. Each party acknowledges that the Confidential Information of Owner is unique and valuable, and that remedies at law will be inadequate to protect Owner from any actual or threatened breach of this Section 6 by Recipient and that any such breach would cause irreparable and continuing injury to Owner. Therefore, Owner shall be entitled to seek equitable relief with respect to the enforcement of this Section 9 without any requirement to post a bond, including, without limitation, injunction and specific performance, without proof of actual damages or exhausting other remedies, in addition to all other remedies available to Owner at law or in equity.

10. Non-solicitation

During the term hereof and for a period of one (1) year after the termination hereof (together the “Non-Solicitation Period”), Customer shall not directly solicit for employment, hire away, or otherwise engage any Talent, employee, or independent contractor of Gratia’s without Gratia’s express, written consent, to be given in Gratia’s sole discretion. In the event that Gratia agrees that  Customer may hire away any Personnel during the Non-Solicitiation Period, Customer shall pay Gratia twenty-five percent (25%) of such  Personnel’s full-time, annual rate offered to such Personnel by Customer, payable in full and in advance of such Personnel’s employment or engagement date with Customer.

11. Warranties

Except as otherwise provided in this Agreement, Gratia does not provide any warranty with respect to Services and THE SERVICES ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. 

12. Limitation of Liability

IN NO EVENT WHATSOEVER SHALL GRATIA BEAR LIABILITY OF ANY KIND TO CUSTOMER FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE THEORY UNDER WHICH THEY ARE PURSUED. GRATIA’S MAXIMUM LIABILITY TO CUSTOMER FOR EVERY REASON HEREUNDER SHALL IN THE AGGREGATE NOT EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER DURING THE THEN PRECEDING 180 DAYS.

13. Indemnification

Customer shall indemnify, defend, and hold harmless Gratia and its agents from and against any third-party lawsuits, claims, or proceedings brought against Gratia or its agents by a third party arising from Gratia’s good faith performance of Services for Customer or any act or omission of Customer. 

14. Term

The term of this Agreement shall begin on the Effective Date and shall terminate when the provision of all Services is complete, unless prior thereto the parties mutually agree in writing to renew this Agreement for additional terms.

15. Termination

Either party may terminate this Agreement without cause upon 30 days’ written notice to the other party. Either party may terminate this Agreement upon 5 days’ prior written notice to the other party in the event of a material breach of any of the terms hereof by such other party, provided that such breach has not been cured within such 5-day period. Gratia shall have the right to terminate this Agreement as otherwise specified herein.

16. Survival

The provisions of Sections 8, 11, 12, 13, 17, and this Section 16 shall survive termination hereof in perpetuity. The provisions of Section 6 shall survive termination hereof with respect to each item of Confidential Information until such time as such item no longer constitutes Confidential Information pursuant to clauses (i) through (iv) of Section 6(a). The provisions of Section 7 shall survive termination hereof for 2 years.

17. General Provisions

1. Effect; Assignment. This Agreement shall be binding upon the parties and their respective successors and permitted assigns. Either party may assign this Agreement to its successor in interest by way of merger or acquisition upon written notice to the other party.

2. Equipment; Security. In the event Customer provides Gratia’s Personnel with equipment necessary to perform the requested work, including without limitation computer equipment, Personnel in receipt of such equipment will treat such equipment with commercially reasonable care. Neither Gratia nor Gratia’s Personnel shall be held liable for any loss in value thereof. Gratia and Gratia’s Personnel shall be compliant with all applicable data and privacy laws.

3. Publicity. Gratia may publicly identify Customer as a customer in Gratia’s marketing materials from time to time.

4. Independent Parties. The parties are and shall remain independent contractors and this Agreement shall not be construed to establish any fiduciary relationship or other relationship of partnership, joint venture, employment, franchise, or agency between them. Neither party shall have the authority to bind the other or incur obligations on the other’s behalf without the other’s prior written consent in each instance.

5. Agreement. This Agreement constitutes the entire agreement of the parties, superseding all other prior and contemporaneous understandings and discussions pertaining to the subject matter hereof. This Agreement may not be amended except in writing signed by both parties on paper. No modification of this Agreement may be effected via email, SMS text, or other media. If any provision of a mutually-executed amendment contradicts, supplements, or expressly amends this Agreement, then such amendment provision shall supersede the applicable provision(s) hereof; otherwise the provisions of this Agreement shall prevail over the provisions of any amendment, to the extent that they differ.

6. Waiver. Either party’s failure to require strict compliance by the other with respect to the terms and conditions of this Agreement shall not be construed as ongoing or as a waiver by that party of its right to later enforce any term or condition hereof.

7. Severability. If a provision hereof should be held to be invalid or unenforceable, the same shall be reformed to the minimum extent possible to be rendered valid and enforceable, and it not affect any other provision hereof. 

8. Governing Law; Dispute Resolution. This Agreement shall be construed and enforced in accordance with the laws of the State of New York, without regard to the internal law of New York regarding conflicts of laws. With respect to any suit, action or proceeding relating hereto, each party hereby irrevocably submits to the exclusive jurisdiction of the courts of competent jurisdiction located in the county of Albany, New York, and waives any objection thereto. The prevailing party to any dispute shall be entitled to reimbursement of its fees and costs from the other party. EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION ARISING HEREUNDER.

9. Notices. Written notices hereunder shall be deemed perfected if delivered to a party using its respective contact information set forth above: (i) by hand or in-person delivery; (ii) by email with receipt confirmed; or (iii) by certified mail, registered mail, or courier service, with return-receipt received, to the party at the address set forth above. SMS text message communications shall not constitute written notice hereunder.

1. Counterparts. This Agreement may be executed in one or more counterparts, which shall constitute one and the same instrument. Faxed and digitally scanned copies hereof shall constitute originals.

Terms and Conditions

1. Access to Services

Please read these terms carefully before using GoGratia.com, operated by Gratia,Inc, a Delaware corporation having an address at 90 State Street, Ste. 700, Office 40, Albany, New York 12207 (“Gratia”, “we”, “our”).  By creating a Gratia account to use the services provided by Gratia whether through a mobile device  or computer, or by using Gratia’s Services (as defined herein), Customer (“Customer”, “you”, “your”) agrees to be bound by any terms disclosed to you if you purchase or have purchased Services we offer including without limitation these Terms and Conditions. If you do not accept and agree to be bound by all the terms of this Agreement you should not use the Services. We may make changes to this Agreement and to the Services from time to time. We may do this for a variety of reasons, including without limitation to reflect changes in or requirements of the law, new features, or changes in business practices. The most recent version of this Agreement will be posted on GoGratia.com. If the changes include material changes that affect your rights or obligations, we will notify you reasonably in advance of the changes by reasonable means, which could include notification through our website or mobile application, or via email. If you continue to use the Services after the changes become effective, then you agree to the revised Agreement. This Agreement shall supersede any prior agreements (except as specifically stated herein), and shall govern your entire relationship with Gratia, including without limitation events, agreements, and conduct preceding your acceptance of this Agreement.

2. Talent

Gratia provides the service of matching Customers with independent contractors that are remote and globally-based  and in possession of particular skillsets requested by Customer (“Talent”). Gratia shall propose Talent profiles to meet the Customer's stated needs, as indicated by Customer’s selections on Gratia’s website and verbal communications with Gratia’s representatives.  Once agreed upon by both the Customer and Gratia, the chosen Talent will be introduced to Customer and shall work at a minimum the number of hours specified by Customer’s request. Talent is categorized and priced as set forth on the Statement of Work executed between the Parties.

3. Services

The services to be provided by Gratia to Customer hereunder (the “Services”) shall be provided based on the following items as selected by you: (a) the number and classification of Talent you seek to hire; (b) the minimum number of weeks you seek such Talent’s assistance, and (c) the minimum number of months you seek such Talent’s assistance, as well as on the following items that you will provide to Gratia: (i) specifications for all candidate requirements and other deliverables to be delivered by Gratia to Customer; and (ii) Customer’s assigned tasks and related resources needed for Gratia to perform the Services. Specifications shall include: (i) preferred qualifications and key skills, training, and experience; (ii) type of work; (iii) preferred geographic location or time zone of Talent’s base; (iv) preferred work schedule; (v) known risks to health and safety; (vi) other pertinent information as determined by Gratia and Customer (collectively, “Specifications”). Customer is responsible for running background checks of any type on any candidate and for satisfying itself of Talent’s suitability. Upon acceptance and payment for services, Customer will provide direction to Talent regarding Customer’s specific needs. 

4. Change Orders

Customer acknowledges and agrees that the target dates specified in any relation to Services are estimated and may vary depending on deviations in the scope of the project and Customer’s requirements. Without limiting the foregoing, from time to time Customer or Gratia may request a material change in any Services that has then been mutually executed by proposing the same in writing (each, a “Change Order”). No Change Order shall take effect, if at all, until mutually agreed upon and executed by the parties, each in its sole discretion, whereupon such Change Order shall constitute an amendment to the applicable Services request and be governed hereby. In the event that Customer, without performing the Change Order process set forth in this Section 4, materially changes any of the Specifications or requirements of the Services, or delays the delivery to Gratia of any required resource or information so as to adversely affect or delay Gratia’s performance hereunder, Gratia shall be entitled to modify the Services in a manner commensurate therewith, and such modification  shall be binding upon the parties.

5. Fees

Unless set forth to the contrary in a written agreement mutually executed by the parties, Gratia shall issue Customer invoices for the Services monthly. Gratia shall bill Customer in advance each month for all contracted- for Personnel hours during such month.  Customer will be responsible for payment for all such contracted hours whether such hours are used or not, in addition to hours worked by Personnel in excess of contracted hours each month. Unused hours will expire at the end of each month and will not be rolled over or credited to future periods or separate projects. Customer shall make payment to Gratia within fifteen (15     ) days of the date specified on the invoice by negotiable instrument drawn on U.S. funds      or by wire transfer to such account as Gratia shall specify. Payments not received by Gratia when due shall, at Gratia’s sole discretion, be subject to a finance charge from the due date until the payment is made at a rate equal to the lesser of 1.5% per month or the maximum amount allowable under applicable law. Bank fees for returned checks shall be reimbursed by Customer. Gratia shall have the right to terminate this Agreement immediately upon written notice if Customer does not make any payment when it becomes due and payable hereunder or if any check presented is returned due to insufficient funds. Customer shall reimburse Gratia for its reasonable, documented, out-of-pocket expenses in performing the Services. Customer shall be responsible for travel and out-of-pocket expenses incurred by Talent as set forth on the SOW. All fees for Services specified herein are exclusive of any U.S. federal, state, or local sales, excise, use, value-added, or other taxes and tariffs. Customer shall pay all taxes that, as per applicable law, accrue to the buyer or beneficiary of services of the type provided by Gratia to Customer hereunder. 

6. Personnel

Customer shall assign a single talent manager (“Talent Manager”) who shall be the primary point of contact for communicating with Gratia with respect hereto. Customer may substitute other persons in its Talent Manager position upon reasonable prior notice to Gratia. Each party’s personnel and subcontractors (together, “Personnel”) provided in performance of the Services shall at all times remain under the direction and control of such party. Talent are exclusively Gratia’s Personnel and are not employees, agents, partners, or joint venturers of Customer. All Personnel provided by Gratia to perform Services shall have the appropriate skills to enable them to adequately perform their duties in accordance with, at least, prevailing industry standards. Gratia shall use best efforts to assure continuity in staffing of its key Personnel. Each party shall be responsible for all payroll taxes, unemployment insurance payments, and other obligations of employers with respect to its own Personnel.

7. Insurance

Gratia maintains a commercial general liability insurance policy and other related policies at levels deemed appropriate by Gratia. Upon request, Gratia will provide evidence the existence of such insurance policies to Customer. Upon Gratia’s request, Customer will obtain appropriate supplemental insurance policies to cover the activities undertaken by Gratia related to the Services and will provide evidence to Gratia that Customer has obtained such supplemental policies.

8. Ownership of Work Product

1. Upon delivery of, and payment in-full for, any Services, ownership of all right, title, and interest (including ownership of all intellectual property rights) in and to all work product (“Work Product”) created or provided by Talent for the benefit of Customer shall vest in Customer, the same hereby being deemed to be specially commissioned works made for hire, or in any event being hereby assigned and exclusively licensed from Gratia to Customer in perpetuity. Gratia shall take such actions and provide such assistance as may reasonably be required by Customer to perfect Customer’s rights as aforesaid, and Gratia shall take no action in contravention thereof. 

2. Gratia shall own all right, title, and interest (including all intellectual property rights) in and to all portions of any content, know-how, systems, processes, knowledge or Work Product that constitute any part of Gratia’s pre-existing works, its general tools, or its general knowledge used to perform the Services. 

9. Confidentiality

1. The parties acknowledge and agree that in their performance hereof, each (“Recipient”) may receive or be exposed to the proprietary and confidential information of the other (“Owner”) that is designated orally or in writing as being confidential (“Confidential Information”). Recipient shall use Owner’s Confidential Information solely in furtherance of Recipient’s performance hereunder and for no other purpose whatsoever. Recipient shall not disclose Owner’s Confidential Information to any third parties except to Recipient’s trusted Personnel having a legitimate need to know in furtherance of Recipient’s performance hereunder and who are bound by confidentiality obligations at least as restrictive as those hereof. Confidential Information shall not include information that: (i) was lawfully known by Recipient without an obligation of confidentiality before its receipt from Owner; (ii) is independently developed by Recipient without reliance on or use of Owner’s Confidential Information; (iii) is or becomes publicly available without a breach by Recipient of this Agreement; or (iv) is disclosed to Recipient by a third party under no obligation to maintain its confidentiality. If Recipient is requested to disclose any of the Confidential Information as part of an administrative or judicial proceeding, Recipient shall, to the extent permitted by applicable law, promptly notify Owner of that request and cooperate with Owner, at Owner’s expense, in seeking a protective order or similar confidential treatment for the Confidential Information. If no protective order or other confidential treatment is obtained, Recipient shall disclose only that portion of Confidential Information which is legally required and will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the Confidential Information which is required to be disclosed.

2. Each party acknowledges that the Confidential Information of Owner is unique and valuable, and that remedies at law will be inadequate to protect Owner from any actual or threatened breach of this Section 6 by Recipient and that any such breach would cause irreparable and continuing injury to Owner. Therefore, Owner shall be entitled to seek equitable relief with respect to the enforcement of this Section 9 without any requirement to post a bond, including, without limitation, injunction and specific performance, without proof of actual damages or exhausting other remedies, in addition to all other remedies available to Owner at law or in equity.

10. Non-solicitation

During the term hereof and for a period of one (1) year after the termination hereof (together the “Non-Solicitation Period”), Customer shall not directly solicit for employment, hire away, or otherwise engage any Talent, employee, or independent contractor of Gratia’s without Gratia’s express, written consent, to be given in Gratia’s sole discretion. In the event that Gratia agrees that  Customer may hire away any Personnel during the Non-Solicitiation Period, Customer shall pay Gratia twenty-five percent (25%) of such  Personnel’s full-time, annual rate offered to such Personnel by Customer, payable in full and in advance of such Personnel’s employment or engagement date with Customer.

11. Warranties

Except as otherwise provided in this Agreement, Gratia does not provide any warranty with respect to Services and THE SERVICES ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. 

12. Limitation of Liability

IN NO EVENT WHATSOEVER SHALL GRATIA BEAR LIABILITY OF ANY KIND TO CUSTOMER FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE THEORY UNDER WHICH THEY ARE PURSUED. GRATIA’S MAXIMUM LIABILITY TO CUSTOMER FOR EVERY REASON HEREUNDER SHALL IN THE AGGREGATE NOT EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER DURING THE THEN PRECEDING 180 DAYS.

13. Indemnification

Customer shall indemnify, defend, and hold harmless Gratia and its agents from and against any third-party lawsuits, claims, or proceedings brought against Gratia or its agents by a third party arising from Gratia’s good faith performance of Services for Customer or any act or omission of Customer. 

14. Term

The term of this Agreement shall begin on the Effective Date and shall terminate when the provision of all Services is complete, unless prior thereto the parties mutually agree in writing to renew this Agreement for additional terms.

15. Termination

Either party may terminate this Agreement without cause upon 30 days’ written notice to the other party. Either party may terminate this Agreement upon 5 days’ prior written notice to the other party in the event of a material breach of any of the terms hereof by such other party, provided that such breach has not been cured within such 5-day period. Gratia shall have the right to terminate this Agreement as otherwise specified herein.

16. Survival

The provisions of Sections 8, 11, 12, 13, 17, and this Section 16 shall survive termination hereof in perpetuity. The provisions of Section 6 shall survive termination hereof with respect to each item of Confidential Information until such time as such item no longer constitutes Confidential Information pursuant to clauses (i) through (iv) of Section 6(a). The provisions of Section 7 shall survive termination hereof for 2 years.

17. General Provisions

1. Effect; Assignment. This Agreement shall be binding upon the parties and their respective successors and permitted assigns. Either party may assign this Agreement to its successor in interest by way of merger or acquisition upon written notice to the other party.

2. Equipment; Security. In the event Customer provides Gratia’s Personnel with equipment necessary to perform the requested work, including without limitation computer equipment, Personnel in receipt of such equipment will treat such equipment with commercially reasonable care. Neither Gratia nor Gratia’s Personnel shall be held liable for any loss in value thereof. Gratia and Gratia’s Personnel shall be compliant with all applicable data and privacy laws.

3. Publicity. Gratia may publicly identify Customer as a customer in Gratia’s marketing materials from time to time.

4. Independent Parties. The parties are and shall remain independent contractors and this Agreement shall not be construed to establish any fiduciary relationship or other relationship of partnership, joint venture, employment, franchise, or agency between them. Neither party shall have the authority to bind the other or incur obligations on the other’s behalf without the other’s prior written consent in each instance.

5. Agreement. This Agreement constitutes the entire agreement of the parties, superseding all other prior and contemporaneous understandings and discussions pertaining to the subject matter hereof. This Agreement may not be amended except in writing signed by both parties on paper. No modification of this Agreement may be effected via email, SMS text, or other media. If any provision of a mutually-executed amendment contradicts, supplements, or expressly amends this Agreement, then such amendment provision shall supersede the applicable provision(s) hereof; otherwise the provisions of this Agreement shall prevail over the provisions of any amendment, to the extent that they differ.

6. Waiver. Either party’s failure to require strict compliance by the other with respect to the terms and conditions of this Agreement shall not be construed as ongoing or as a waiver by that party of its right to later enforce any term or condition hereof.

7. Severability. If a provision hereof should be held to be invalid or unenforceable, the same shall be reformed to the minimum extent possible to be rendered valid and enforceable, and it not affect any other provision hereof. 

8. Governing Law; Dispute Resolution. This Agreement shall be construed and enforced in accordance with the laws of the State of New York, without regard to the internal law of New York regarding conflicts of laws. With respect to any suit, action or proceeding relating hereto, each party hereby irrevocably submits to the exclusive jurisdiction of the courts of competent jurisdiction located in the county of Albany, New York, and waives any objection thereto. The prevailing party to any dispute shall be entitled to reimbursement of its fees and costs from the other party. EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION ARISING HEREUNDER.

9. Notices. Written notices hereunder shall be deemed perfected if delivered to a party using its respective contact information set forth above: (i) by hand or in-person delivery; (ii) by email with receipt confirmed; or (iii) by certified mail, registered mail, or courier service, with return-receipt received, to the party at the address set forth above. SMS text message communications shall not constitute written notice hereunder.

1. Counterparts. This Agreement may be executed in one or more counterparts, which shall constitute one and the same instrument. Faxed and digitally scanned copies hereof shall constitute originals.