Terms and Conditions of Service
Terms and Conditions of Service
Terms and Conditions of Service
Terms and Conditions of Service
Last Updated: July 10, 2023
Welcome to Contara USA LLC ("Contara", "we", "us", or "our"). We specialize in providing design, development, maintenance, and support services for Shopify websites at a flat monthly rate. Our services are accessible to our clients for unlimited work requests, one request at a time, throughout the duration of their billing cycle. Our clients exclusively comprise of Shopify website owners.
These terms and conditions (the "Terms") govern the use of our services and set out the legal responsibilities and obligations that shall apply when you (the "Client", "you", or "your") use the services provided by Contara USA LLC. The Client and Contara USA LLC may be referred to collectively as the "Parties."
By subscribing to our services, you are agreeing to these Terms, thereby establishing a contractual relationship with us. If you do not agree to these Terms, please refrain from using our services.
These Terms include details regarding the ownership of materials, your subscription to our services, and your legal responsibilities and obligations. Please read them carefully.
We reserve the right to modify or make changes to these Terms at any time. If we make changes to these Terms, we will notify you of the significant changes, and it is your responsibility to review these changes. By continuing to use our services after such notice, you agree to be bound by the updated Terms. If you do not agree with the updated Terms, you should stop using our services.
Thank you for choosing Contara USA LLC, and we look forward to providing you with high-quality design, development, maintenance, and support services for your Shopify website.
1. Ownership of Materials
Notwithstanding Contara USA LLC's ownership of the preliminary deliverables, as delineated in Clause 6 ("Client Feedback"), all design and original source files created on behalf of the Client ("Projects") are the exclusive property of the Client, and the Client shall be the sole proprietor of all copyrights for all Projects. Should any law operation inadvertently result in Contara USA LLC acquiring ownership of a Project, in part or entirety, Contara USA LLC hereby unconditionally and perpetually assigns its entire interest in the Project to the Client, without limitation.
The Client warrants that all materials supplied to Contara USA LLC for reference or for inclusion into a project during the service process are the property of the Client and do not infringe upon or misappropriate any third party's rights, including, but not limited to, all intellectual property rights and any right of publicity. Contara USA LLC reserves the right to publicly share the Client's design work (social media, website, etc.) unless otherwise agreed upon as stipulated in Section 13 of this agreement.
2. Third-Party Assets
The Client acknowledges and agrees that they are solely responsible for securing and providing any required third-party licenses, permissions, and rights for materials such as fonts, images, videos, and any other related assets ("Third-Party Assets") used in the services provided by Contara USA LLC. The Client further agrees that Contara USA LLC is not responsible or liable for the procurement, use, or legality of such Third-Party Assets.
The Client represents and warrants that they have all necessary rights and permissions to use the Third-Party Assets in connection with the services provided by Contara USA LLC. The Client agrees to indemnify, defend, and hold harmless Contara USA LLC and its agents from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorney's fees) that may arise as a result of a breach of this representation.
Contara USA LLC assumes no responsibility and will bear no liability if the Client fails to secure appropriate licenses for Third-Party Assets. The Client accepts full legal and financial responsibility for any claims, disputes, litigation, or other legal actions that may arise from unauthorized use of Third-Party Assets.
3. Fees and Payment
The Client agrees to pay Contara USA LLC a flat recurring rate for the provision of design, development, maintenance, and support services for Shopify websites, as per the chosen billing cycle (monthly, quarterly, or annually).
All fees are payable in advance, at the beginning of each billing cycle, without demand. Payment shall be made via methods approved by Contara USA LLC, which may include but are not limited to bank transfers, credit card payments, or other electronic fund transfers.
If the Client chooses to pause their subscription during a billing cycle, no prorated refunds will be issued. However, the remaining days left in their billing cycle can be used at any time in the future, before another billing cycle charge is incurred.
In the event of any late payment, Contara USA LLC reserves the right to suspend the provision of services until all outstanding amounts are paid in full. A late fee of 1.5% per month, or the highest rate permissible by law, whichever is less, may be assessed on any balance remaining unpaid 30 days after the due date. The Client will be responsible for all reasonable expenses (including attorneys' fees) incurred by Contara USA LLC in collecting such overdue amounts.
The Client is responsible for all taxes associated with services rendered, unless otherwise stated in writing by Contara USA LLC. If any withholding tax is required by law, the Client will notify Contara USA LLC, will pay Contara USA LLC any additional amounts necessary to ensure that the net amount that Contara USA LLC receives, after any withholding, equals the amount Contara USA LLC would have received if no withholding or deduction had been made.
4. User Representations
The Client hereby represents and warrants that they possess the legal age and capacity to enter into this agreement and comply with its terms. The Client affirms they are not a minor in the jurisdiction in which they reside and have the full authority and competence to agree to the obligations set forth in these terms.
The Client represents that they are accessing Contara USA LLC's services as a human user and not via automated or non-human means, such as a bot, script, or other automated means, unless explicitly permitted by Contara USA LLC in writing.
The Client agrees to use Contara USA LLC's services for lawful purposes only, and will not use the services for any illegal, immoral, fraudulent, or unauthorized purposes. The Client agrees not to violate any laws, rules, or regulations in their jurisdiction (including but not limited to copyright laws) in connection with their use of the services.
The Client asserts that they are the lawful owner or have been granted lawful use of the Shopify websites upon which Contara USA LLC will perform its services, and will not engage in activities that infringe upon the rights of others, including but not limited to, the intellectual property rights of others.
Any violation of these user representations will constitute a breach of this agreement and will be grounds for immediate termination of this agreement and cessation of services, at Contara USA LLC's sole discretion. Contara USA LLC reserves the right to report any suspected illegal activity to appropriate law enforcement authorities.
5. Client Responsibilities
The Client is responsible for providing accurate, complete, and timely information as necessary for Contara USA LLC to perform the design, development, maintenance, and support services for Shopify websites. This may include, but is not limited to, Shopify website credentials, access to backend systems, and specific work requests.
The Client represents and warrants that they possess all necessary rights and permissions to provide this information and for Contara USA LLC to utilize this information in the provision of its services. The Client further acknowledges that any delay in the provision of such information, or the provision of inaccurate or incomplete information, may result in a delay or hindrance in Contara USA LLC's ability to provide its services.
By providing this information, the Client agrees to indemnify, defend, and hold harmless Contara USA LLC and its agents from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorney's fees) that may arise as a result of a breach of this representation.
6. Client Feedback
The Client acknowledges and agrees that any questions, comments, suggestions, or other feedback or submission (each a "Submission") shall become the sole property of Contara USA LLC. Contara USA LLC is under no obligation to maintain confidentiality for a Submission or to take steps necessary to ensure its confidentiality.
Contara USA LLC shall be the sole and exclusive owner of all rights related to the Submission, excluding rights granted to the Client under Clause 2 ("Ownership of Materials"). Contara USA LLC shall, at its sole and unrestricted discretion, use and disseminate a Submission for any lawful purpose without the need for permission, acknowledgment, or compensation of or to the Client.
The Client agrees that they have the right to articulate and put forth the Submission. The Client hereby waives all claims and recourse against Contara USA LLC for its use of the Submission in accordance with the terms hereof and in its sole discretion hereafter.
7. Prohibited Activities
The Client agrees not to access or use Contara USA LLC's services for any purpose other than for which the services are expressly provided. The services may not be used in connection with any commercial endeavors except those that are specifically related to the work performed by Contara USA LLC on behalf of the Client. Furthermore, the Client agrees not to:
a) Make unauthorized use of Contara USA LLC's services.
b) Retrieve data or content for the purpose of creating or compiling a database or directory without explicit permission.
c) Circumvent, disable, or otherwise interfere with security-related features of Contara USA LLC's services.
d) Engage in unauthorized framing or linking to Contara USA LLC's services.
e) Trick, defraud, or mislead Contara USA LLC or other users.
f) Interfere with, disrupt, or create an undue burden on Contara USA LLC's networks or servers.
g) Use Contara USA LLC's services in a manner intended to compete with Contara USA LLC.
h) Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of Contara USA LLC's services.
i) Bypass any measures designed to prevent or restrict access to Contara USA LLC's services, or any portion thereof.
j) Harass, annoy, intimidate, or threaten any of Contara USA LLC's employees, contractors, or agents providing services.
k) Delete the copyright or other rights notice from any content.
l) Copy or adapt Contara USA LLC's software or intellectual property.
m) Upload or transmit, or attempt to do so, viruses, Trojan horses, or other material that interferes with any party’s use of Contara USA LLC's services or that modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operations, or maintenance of the services.
n) Upload or transmit, or attempt to do so, any material that acts as a passive or active information collection or transmission mechanism.
o) Disparage, tarnish, or otherwise harm, in Contara USA LLC's opinion, Contara USA LLC and/or its services.
p) Use Contara USA LLC's services in a manner inconsistent with any applicable laws, statutes, or regulations.
Any violation of these prohibited activities represents a material breach of the terms of this agreement and may result in the immediate termination of this agreement and cessation of services, at Contara USA LLC's sole discretion.
8. User Data
In the course of using the services provided by Contara USA LLC, the Client may provide certain information, which may include personal data, business data, and data relating to the Client's Shopify website ("User Data"). The Client is solely responsible for the accuracy, quality, content, and legality of User Data and the means by which User Data is acquired.
Contara USA LLC will use and protect User Data in accordance with its Privacy Policy, which is incorporated into this agreement by this reference. Contara USA LLC will maintain appropriate administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of User Data.
The Client hereby grants to Contara USA LLC a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works of, and display the User Data solely to the extent necessary to provide the contracted services to the Client.
Contara USA LLC will not share or disclose User Data except as directly necessary to provide the contracted services, as required by law or legal process or in accordance with the Client's express instructions. The Client understands and consents that Contara USA LLC may be required to disclose User Data to comply with legally mandated reporting, disclosure, or other legal process requirements.
The Client represents and warrants that the Client has secured all rights in and to the User Data as may be necessary to grant this license, and the provision of User Data in connection with this agreement does not violate any laws, rules, or regulations or infringe upon any rights of any third party.
9. Electronic Communications, Transactions, and Signatures
The Client hereby consents to receive electronic communications from Contara USA LLC and agrees that all agreements, notices, disclosures, and other communications sent via email or through Contara USA LLC's communication channels satisfy any legal requirement that such communication be in writing.
The Client further agrees to the use of electronic signatures, contracts, orders, and other records, and to electronic delivery of notices, policies, and records of transactions initiated or completed by Contara USA LLC or through its services.
By this agreement, the Client waives any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction that require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
This agreement and any electronic communications sent by Contara USA LLC are subject to the provisions of the Uniform Electronic Transactions Act as enacted in Illinois, and the Electronic Signatures in Global and National Commerce Act, and they constitute the Client's consent to be legally bound by those transactions conducted through electronic means.
10. Connection Interruptions
Contara USA LLC makes every effort to ensure that its services are available and accessible at all times. However, the Client acknowledges and agrees that there may be instances where interruptions, delays, or errors occur that are beyond Contara USA LLC's control. These could be due to issues with hardware, software, network, internet, server reliability, or other factors.
Contara USA LLC does not guarantee that its services will be uninterrupted, timely, secure, or error-free, or that content loss won't occur, and does not warrant website and service availability at all times.
The Client agrees that Contara USA LLC shall not be liable to the Client or any third party for any damages resulting from the Client's inability to access or use the services during any downtime or discontinuation of services. Such limitation of liability shall apply whether the damages arise from the use or misuse of the services, from the inability to use the services, or from the interruption, suspension, or termination of the services. This provision is intended to apply to all claims by the Client, regardless of the cause of action underlying the claim.
11. Management and Oversight
Contara USA LLC will oversee and manage the provision of the services outlined in this agreement, including design, development, maintenance, and support of the Client's Shopify website.
Contara USA LLC is responsible for the competent supervision of its personnel, including its employees, agents, and subcontractors, if any, involved in the delivery of services.
The Client agrees to provide necessary cooperation, including timely responses to requests for information and reasonable access to the Client's Shopify website, as may be required for Contara USA LLC to fulfill its responsibilities under this agreement.
The Client is responsible for making decisions in a timely manner that affect Contara USA LLC's provision of services under this agreement. If the Client's failure to make a decision results in a delay, the Client agrees that Contara USA LLC is not responsible for any resulting delays or cost increases.
The Client acknowledges and agrees that Contara USA LLC's ability to deliver the services as described in this agreement is dependent upon the Client's timely and effective performance of its responsibilities hereunder. The Client agrees to be accountable for any delays in the delivery of services to the extent such delays result from the Client's failure to fulfill its responsibilities.
12. Returns and Refunds
Contara USA LLC provides its services on a subscription basis with payment made upfront for the upcoming billing cycle. Due to the nature of these services, Contara USA LLC does not typically offer returns or refunds once services have been rendered.
Refund requests, if any, will be evaluated on a case-by-case basis and are subject to Contara USA LLC's sole discretion. If a refund is approved during the first billing cycle of the subscription, all materials produced by Contara USA LLC remain the exclusive property of the Client, as per the terms outlined in section "Ownership of Materials".
However, if the Client pauses their subscription or terminates the contract before the end of a billing cycle, the unused portion of the billing cycle will be held as credit and can be used by the Client at any time in the future.
Contara USA LLC reserves the right to assess a 25% administrative fee on any approved refund related to the remaining billable period. If the Client breaches the terms of this agreement, Contara USA LLC reserves the right to take appropriate legal action.
13. Showcasing Work
Contara USA LLC reserves the right to showcase any completed work for promotional and marketing purposes. This can include, but is not limited to, featuring the Client's Shopify website design, development, maintenance, or support projects in Contara USA LLC's portfolio, case studies, social media, and other marketing materials or platforms.
Before showcasing any work, Contara USA LLC will seek the Client's permission, unless otherwise stated in this agreement or a separate non-disclosure agreement is in place.
Contara USA LLC understands the importance of the Client's confidentiality and will respect any request to keep specific projects private. The Client's confidential information, trade secrets, and business operations will never be disclosed or used in any manner outside the scope of the services provided under this agreement, except as authorized by the Client in writing.
This clause is subject to the obligations and rights set forth in other sections of this agreement, particularly those relating to intellectual property and confidentiality.
14. Limitations and Liability and Indemnification
Contara USA LLC, including its directors, employees, members, independent contractors, or agents, shall not be liable to the Client or any third party for any direct, indirect, consequential, incidental, special, or punitive damages, including, but not limited to, lost profits, lost revenue, lost data, attorney's fees, court costs, fines, forfeitures, or other damages or losses arising from the Client's use of the services.
The Client agrees to defend, indemnify, and hold harmless Contara USA LLC, and its subsidiaries, affiliates, and all respective officers, members, agents, partners, employees, and independent contractors from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of:
The Client's use of the services;
Breach of these terms of use;
Any breach of the Client's representations and warranties set forth herein;
The Client's violation of the rights of any third party, including but not limited to intellectual property rights.
Notwithstanding the foregoing, Contara USA LLC reserves the right, at the Client's expense, to assume the exclusive defense and control of any matter for which the Client is required to indemnify Contara USA LLC, and the Client agrees to cooperate with Contara USA LLC's defense of these claims. The Client will not, in any event, settle any claim or matter without the written consent of Contara USA LLC.
15. Disclaimer
The services provided by Contara USA LLC are offered on an as-is and as-available basis. The Client agrees that the use of these services is at their sole risk. Contara USA LLC disclaims all warranties, express or implied, in connection with the services and the Client's use thereof, including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
Contara USA LLC makes no warranties or representations about the accuracy or completeness of the services or any content related thereto, or any content of any websites linked to our services. Contara USA LLC assumes no liability for any errors, mistakes, or inaccuracies of content and materials, personal injury or property damage, of any nature whatsoever, any unauthorized access to or use of Contara USA LLC’s secure servers and/or any personal information and/or financial information stored therein, any interruption or cessation of transmission to or from the services, any bugs, viruses, Trojan horses, or the like which may be transmitted to or through the services by any third party, and/or any errors or omissions in content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available through the services.
Contara USA LLC does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party either through the services, a hyperlinked website, or any website or mobile application featured in any advertising. The Client agrees to not hold Contara USA LLC accountable for any interactions or dealings with such third parties.
16. Modification
Contara USA LLC reserves the right to revise or modify these terms and conditions at any time at its sole discretion. Changes will become effective immediately upon their posting on our website or by direct communication to the Client. It is the Client's responsibility to periodically review these terms for updates. Continued use of our services following the posting of changes will mean the Client accepts and agrees to the changes.
In case of any significant changes that may materially alter the nature of the services or obligations of either party, Contara USA LLC will notify the Client by a reasonably prominent notice on our website or by direct communication, and the Client will have the opportunity to terminate their agreement before such changes take effect. However, changes to the general operation of our services, additions, modifications, or discontinuations of certain features, or changes required by law will not entitle the Client to terminate their agreement.
17. Governing Law
These terms and conditions, and any disputes arising out of or related to them or the services of Contara USA LLC, shall be governed by the laws of the State of Illinois, United States of America, without regard to its conflict of laws rules. Any claims or legal actions by one party against the other, whether arising out of these terms, your use of our services, or otherwise, will be commenced and maintained exclusively in state or federal courts located in the State of Illinois, and both parties consent to personal jurisdiction in these courts. The parties expressly agree to exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.
18. Dispute Resolution
Should a dispute arise between the Client and Contara USA LLC, the parties commit to resolving such dispute in an amicable manner through direct discussions initially. If a resolution is not reached through direct discussions, the parties agree to attempt resolution through a mutually agreed-upon mediation process.
If mediation is unsuccessful, the dispute will then be submitted for binding arbitration under the Rules of the American Arbitration Association in the state of Illinois, USA. The arbitrator's award shall be final, and judgment may be entered upon it in any court having jurisdiction.
In any action or proceeding to enforce rights under this agreement, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees. Both parties agree that these methods of dispute resolution shall be the exclusive remedy for any dispute, and waive their right to initiate or participate in any class action related to such disputes.
This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The parties agree to maintain the confidential nature of all disputes and arbitration proceedings, excluding disclosure to respective legal counsel.
19. Confidentiality
Each party acknowledges that during the course of providing and utilizing Contara USA LLC's services, it may obtain certain confidential and proprietary information ("Confidential Information") of the other party. Such Confidential Information includes, but is not limited to, business strategies, pricing, and technical data. Each party agrees to preserve and protect the confidentiality of such information and not to disclose, give, or sell any Confidential Information to any third party without the express prior written consent of the other party, and not to use the Confidential Information for any purpose other than those expressly permitted under these terms.
Confidential Information shall not include any information that (i) is or becomes generally known to the public through no fault of or breach of this Agreement by the receiving party; (ii) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (iv) the receiving party rightfully obtains from a third party without restriction on use or disclosure.
This confidentiality obligation shall survive the termination of this Agreement for a period of three (3) years, except with respect to any Confidential Information which constitutes a trade secret under law, in which case this obligation shall endure for as long as such information remains a trade secret.
20. Term and Termination
This Agreement shall commence upon the Client’s acceptance of these terms and shall continue until terminated by either party. The Client may terminate their subscription to our services at any time, upon which their service will cease at the end of their current billing cycle unless they have chosen to pause their subscription.
Contara USA LLC also reserves the right to terminate this Agreement and the provision of its services at any time, for any reason, including but not limited to breach of these terms by the Client. In such cases, the Client will be refunded for any unused portion of their current billing cycle.
21. Force Majeure
Neither party shall be held liable or responsible to the other party nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement to the extent, and for so long as, such failure or delay is caused by or results from causes beyond the reasonable control of the affected party including but not limited to fires, earthquakes, floods, embargoes, wars, acts of war (whether war be declared or not), insurrections, riots, civil commotions, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority or the other party.
22. Entire Agreement
These terms constitute the entire agreement between Contara USA LLC and the Client, and supersede all prior agreements, representations, and understandings between the parties regarding the subject matter contained herein. No amendment or modification of these terms shall be binding unless in writing and signed by both parties.
23. Severability
If any provision or provisions of this Agreement shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
24. Waiver
No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
25. Assignment
The Client may not assign its rights or delegate its obligations under this Agreement without the prior written consent of Contara USA LLC. Contara USA LLC may assign this Agreement in its entirety, without the consent of the Client, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
26. Contact Information
For any queries or communication regarding these terms and conditions, or related matters, please contact:
Conor Itaya
Email: conor@contara.com
Contara USA LLC encourages you to reach out with any issues or concerns prior to seeking legal recourse. Your satisfaction is of utmost importance, and we will strive to address and rectify any issues or concerns you may have promptly and effectively.
Welcome to Contara USA LLC ("Contara", "we", "us", or "our"). We specialize in providing design, development, maintenance, and support services for Shopify websites at a flat monthly rate. Our services are accessible to our clients for unlimited work requests, one request at a time, throughout the duration of their billing cycle. Our clients exclusively comprise of Shopify website owners.
These terms and conditions (the "Terms") govern the use of our services and set out the legal responsibilities and obligations that shall apply when you (the "Client", "you", or "your") use the services provided by Contara USA LLC. The Client and Contara USA LLC may be referred to collectively as the "Parties."
By subscribing to our services, you are agreeing to these Terms, thereby establishing a contractual relationship with us. If you do not agree to these Terms, please refrain from using our services.
These Terms include details regarding the ownership of materials, your subscription to our services, and your legal responsibilities and obligations. Please read them carefully.
We reserve the right to modify or make changes to these Terms at any time. If we make changes to these Terms, we will notify you of the significant changes, and it is your responsibility to review these changes. By continuing to use our services after such notice, you agree to be bound by the updated Terms. If you do not agree with the updated Terms, you should stop using our services.
Thank you for choosing Contara USA LLC, and we look forward to providing you with high-quality design, development, maintenance, and support services for your Shopify website.
1. Ownership of Materials
Notwithstanding Contara USA LLC's ownership of the preliminary deliverables, as delineated in Clause 6 ("Client Feedback"), all design and original source files created on behalf of the Client ("Projects") are the exclusive property of the Client, and the Client shall be the sole proprietor of all copyrights for all Projects. Should any law operation inadvertently result in Contara USA LLC acquiring ownership of a Project, in part or entirety, Contara USA LLC hereby unconditionally and perpetually assigns its entire interest in the Project to the Client, without limitation.
The Client warrants that all materials supplied to Contara USA LLC for reference or for inclusion into a project during the service process are the property of the Client and do not infringe upon or misappropriate any third party's rights, including, but not limited to, all intellectual property rights and any right of publicity. Contara USA LLC reserves the right to publicly share the Client's design work (social media, website, etc.) unless otherwise agreed upon as stipulated in Section 13 of this agreement.
2. Third-Party Assets
The Client acknowledges and agrees that they are solely responsible for securing and providing any required third-party licenses, permissions, and rights for materials such as fonts, images, videos, and any other related assets ("Third-Party Assets") used in the services provided by Contara USA LLC. The Client further agrees that Contara USA LLC is not responsible or liable for the procurement, use, or legality of such Third-Party Assets.
The Client represents and warrants that they have all necessary rights and permissions to use the Third-Party Assets in connection with the services provided by Contara USA LLC. The Client agrees to indemnify, defend, and hold harmless Contara USA LLC and its agents from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorney's fees) that may arise as a result of a breach of this representation.
Contara USA LLC assumes no responsibility and will bear no liability if the Client fails to secure appropriate licenses for Third-Party Assets. The Client accepts full legal and financial responsibility for any claims, disputes, litigation, or other legal actions that may arise from unauthorized use of Third-Party Assets.
3. Fees and Payment
The Client agrees to pay Contara USA LLC a flat recurring rate for the provision of design, development, maintenance, and support services for Shopify websites, as per the chosen billing cycle (monthly, quarterly, or annually).
All fees are payable in advance, at the beginning of each billing cycle, without demand. Payment shall be made via methods approved by Contara USA LLC, which may include but are not limited to bank transfers, credit card payments, or other electronic fund transfers.
If the Client chooses to pause their subscription during a billing cycle, no prorated refunds will be issued. However, the remaining days left in their billing cycle can be used at any time in the future, before another billing cycle charge is incurred.
In the event of any late payment, Contara USA LLC reserves the right to suspend the provision of services until all outstanding amounts are paid in full. A late fee of 1.5% per month, or the highest rate permissible by law, whichever is less, may be assessed on any balance remaining unpaid 30 days after the due date. The Client will be responsible for all reasonable expenses (including attorneys' fees) incurred by Contara USA LLC in collecting such overdue amounts.
The Client is responsible for all taxes associated with services rendered, unless otherwise stated in writing by Contara USA LLC. If any withholding tax is required by law, the Client will notify Contara USA LLC, will pay Contara USA LLC any additional amounts necessary to ensure that the net amount that Contara USA LLC receives, after any withholding, equals the amount Contara USA LLC would have received if no withholding or deduction had been made.
4. User Representations
The Client hereby represents and warrants that they possess the legal age and capacity to enter into this agreement and comply with its terms. The Client affirms they are not a minor in the jurisdiction in which they reside and have the full authority and competence to agree to the obligations set forth in these terms.
The Client represents that they are accessing Contara USA LLC's services as a human user and not via automated or non-human means, such as a bot, script, or other automated means, unless explicitly permitted by Contara USA LLC in writing.
The Client agrees to use Contara USA LLC's services for lawful purposes only, and will not use the services for any illegal, immoral, fraudulent, or unauthorized purposes. The Client agrees not to violate any laws, rules, or regulations in their jurisdiction (including but not limited to copyright laws) in connection with their use of the services.
The Client asserts that they are the lawful owner or have been granted lawful use of the Shopify websites upon which Contara USA LLC will perform its services, and will not engage in activities that infringe upon the rights of others, including but not limited to, the intellectual property rights of others.
Any violation of these user representations will constitute a breach of this agreement and will be grounds for immediate termination of this agreement and cessation of services, at Contara USA LLC's sole discretion. Contara USA LLC reserves the right to report any suspected illegal activity to appropriate law enforcement authorities.
5. Client Responsibilities
The Client is responsible for providing accurate, complete, and timely information as necessary for Contara USA LLC to perform the design, development, maintenance, and support services for Shopify websites. This may include, but is not limited to, Shopify website credentials, access to backend systems, and specific work requests.
The Client represents and warrants that they possess all necessary rights and permissions to provide this information and for Contara USA LLC to utilize this information in the provision of its services. The Client further acknowledges that any delay in the provision of such information, or the provision of inaccurate or incomplete information, may result in a delay or hindrance in Contara USA LLC's ability to provide its services.
By providing this information, the Client agrees to indemnify, defend, and hold harmless Contara USA LLC and its agents from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorney's fees) that may arise as a result of a breach of this representation.
6. Client Feedback
The Client acknowledges and agrees that any questions, comments, suggestions, or other feedback or submission (each a "Submission") shall become the sole property of Contara USA LLC. Contara USA LLC is under no obligation to maintain confidentiality for a Submission or to take steps necessary to ensure its confidentiality.
Contara USA LLC shall be the sole and exclusive owner of all rights related to the Submission, excluding rights granted to the Client under Clause 2 ("Ownership of Materials"). Contara USA LLC shall, at its sole and unrestricted discretion, use and disseminate a Submission for any lawful purpose without the need for permission, acknowledgment, or compensation of or to the Client.
The Client agrees that they have the right to articulate and put forth the Submission. The Client hereby waives all claims and recourse against Contara USA LLC for its use of the Submission in accordance with the terms hereof and in its sole discretion hereafter.
7. Prohibited Activities
The Client agrees not to access or use Contara USA LLC's services for any purpose other than for which the services are expressly provided. The services may not be used in connection with any commercial endeavors except those that are specifically related to the work performed by Contara USA LLC on behalf of the Client. Furthermore, the Client agrees not to:
a) Make unauthorized use of Contara USA LLC's services.
b) Retrieve data or content for the purpose of creating or compiling a database or directory without explicit permission.
c) Circumvent, disable, or otherwise interfere with security-related features of Contara USA LLC's services.
d) Engage in unauthorized framing or linking to Contara USA LLC's services.
e) Trick, defraud, or mislead Contara USA LLC or other users.
f) Interfere with, disrupt, or create an undue burden on Contara USA LLC's networks or servers.
g) Use Contara USA LLC's services in a manner intended to compete with Contara USA LLC.
h) Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of Contara USA LLC's services.
i) Bypass any measures designed to prevent or restrict access to Contara USA LLC's services, or any portion thereof.
j) Harass, annoy, intimidate, or threaten any of Contara USA LLC's employees, contractors, or agents providing services.
k) Delete the copyright or other rights notice from any content.
l) Copy or adapt Contara USA LLC's software or intellectual property.
m) Upload or transmit, or attempt to do so, viruses, Trojan horses, or other material that interferes with any party’s use of Contara USA LLC's services or that modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operations, or maintenance of the services.
n) Upload or transmit, or attempt to do so, any material that acts as a passive or active information collection or transmission mechanism.
o) Disparage, tarnish, or otherwise harm, in Contara USA LLC's opinion, Contara USA LLC and/or its services.
p) Use Contara USA LLC's services in a manner inconsistent with any applicable laws, statutes, or regulations.
Any violation of these prohibited activities represents a material breach of the terms of this agreement and may result in the immediate termination of this agreement and cessation of services, at Contara USA LLC's sole discretion.
8. User Data
In the course of using the services provided by Contara USA LLC, the Client may provide certain information, which may include personal data, business data, and data relating to the Client's Shopify website ("User Data"). The Client is solely responsible for the accuracy, quality, content, and legality of User Data and the means by which User Data is acquired.
Contara USA LLC will use and protect User Data in accordance with its Privacy Policy, which is incorporated into this agreement by this reference. Contara USA LLC will maintain appropriate administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of User Data.
The Client hereby grants to Contara USA LLC a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works of, and display the User Data solely to the extent necessary to provide the contracted services to the Client.
Contara USA LLC will not share or disclose User Data except as directly necessary to provide the contracted services, as required by law or legal process or in accordance with the Client's express instructions. The Client understands and consents that Contara USA LLC may be required to disclose User Data to comply with legally mandated reporting, disclosure, or other legal process requirements.
The Client represents and warrants that the Client has secured all rights in and to the User Data as may be necessary to grant this license, and the provision of User Data in connection with this agreement does not violate any laws, rules, or regulations or infringe upon any rights of any third party.
9. Electronic Communications, Transactions, and Signatures
The Client hereby consents to receive electronic communications from Contara USA LLC and agrees that all agreements, notices, disclosures, and other communications sent via email or through Contara USA LLC's communication channels satisfy any legal requirement that such communication be in writing.
The Client further agrees to the use of electronic signatures, contracts, orders, and other records, and to electronic delivery of notices, policies, and records of transactions initiated or completed by Contara USA LLC or through its services.
By this agreement, the Client waives any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction that require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
This agreement and any electronic communications sent by Contara USA LLC are subject to the provisions of the Uniform Electronic Transactions Act as enacted in Illinois, and the Electronic Signatures in Global and National Commerce Act, and they constitute the Client's consent to be legally bound by those transactions conducted through electronic means.
10. Connection Interruptions
Contara USA LLC makes every effort to ensure that its services are available and accessible at all times. However, the Client acknowledges and agrees that there may be instances where interruptions, delays, or errors occur that are beyond Contara USA LLC's control. These could be due to issues with hardware, software, network, internet, server reliability, or other factors.
Contara USA LLC does not guarantee that its services will be uninterrupted, timely, secure, or error-free, or that content loss won't occur, and does not warrant website and service availability at all times.
The Client agrees that Contara USA LLC shall not be liable to the Client or any third party for any damages resulting from the Client's inability to access or use the services during any downtime or discontinuation of services. Such limitation of liability shall apply whether the damages arise from the use or misuse of the services, from the inability to use the services, or from the interruption, suspension, or termination of the services. This provision is intended to apply to all claims by the Client, regardless of the cause of action underlying the claim.
11. Management and Oversight
Contara USA LLC will oversee and manage the provision of the services outlined in this agreement, including design, development, maintenance, and support of the Client's Shopify website.
Contara USA LLC is responsible for the competent supervision of its personnel, including its employees, agents, and subcontractors, if any, involved in the delivery of services.
The Client agrees to provide necessary cooperation, including timely responses to requests for information and reasonable access to the Client's Shopify website, as may be required for Contara USA LLC to fulfill its responsibilities under this agreement.
The Client is responsible for making decisions in a timely manner that affect Contara USA LLC's provision of services under this agreement. If the Client's failure to make a decision results in a delay, the Client agrees that Contara USA LLC is not responsible for any resulting delays or cost increases.
The Client acknowledges and agrees that Contara USA LLC's ability to deliver the services as described in this agreement is dependent upon the Client's timely and effective performance of its responsibilities hereunder. The Client agrees to be accountable for any delays in the delivery of services to the extent such delays result from the Client's failure to fulfill its responsibilities.
12. Returns and Refunds
Contara USA LLC provides its services on a subscription basis with payment made upfront for the upcoming billing cycle. Due to the nature of these services, Contara USA LLC does not typically offer returns or refunds once services have been rendered.
Refund requests, if any, will be evaluated on a case-by-case basis and are subject to Contara USA LLC's sole discretion. If a refund is approved during the first billing cycle of the subscription, all materials produced by Contara USA LLC remain the exclusive property of the Client, as per the terms outlined in section "Ownership of Materials".
However, if the Client pauses their subscription or terminates the contract before the end of a billing cycle, the unused portion of the billing cycle will be held as credit and can be used by the Client at any time in the future.
Contara USA LLC reserves the right to assess a 25% administrative fee on any approved refund related to the remaining billable period. If the Client breaches the terms of this agreement, Contara USA LLC reserves the right to take appropriate legal action.
13. Showcasing Work
Contara USA LLC reserves the right to showcase any completed work for promotional and marketing purposes. This can include, but is not limited to, featuring the Client's Shopify website design, development, maintenance, or support projects in Contara USA LLC's portfolio, case studies, social media, and other marketing materials or platforms.
Before showcasing any work, Contara USA LLC will seek the Client's permission, unless otherwise stated in this agreement or a separate non-disclosure agreement is in place.
Contara USA LLC understands the importance of the Client's confidentiality and will respect any request to keep specific projects private. The Client's confidential information, trade secrets, and business operations will never be disclosed or used in any manner outside the scope of the services provided under this agreement, except as authorized by the Client in writing.
This clause is subject to the obligations and rights set forth in other sections of this agreement, particularly those relating to intellectual property and confidentiality.
14. Limitations and Liability and Indemnification
Contara USA LLC, including its directors, employees, members, independent contractors, or agents, shall not be liable to the Client or any third party for any direct, indirect, consequential, incidental, special, or punitive damages, including, but not limited to, lost profits, lost revenue, lost data, attorney's fees, court costs, fines, forfeitures, or other damages or losses arising from the Client's use of the services.
The Client agrees to defend, indemnify, and hold harmless Contara USA LLC, and its subsidiaries, affiliates, and all respective officers, members, agents, partners, employees, and independent contractors from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of:
The Client's use of the services;
Breach of these terms of use;
Any breach of the Client's representations and warranties set forth herein;
The Client's violation of the rights of any third party, including but not limited to intellectual property rights.
Notwithstanding the foregoing, Contara USA LLC reserves the right, at the Client's expense, to assume the exclusive defense and control of any matter for which the Client is required to indemnify Contara USA LLC, and the Client agrees to cooperate with Contara USA LLC's defense of these claims. The Client will not, in any event, settle any claim or matter without the written consent of Contara USA LLC.
15. Disclaimer
The services provided by Contara USA LLC are offered on an as-is and as-available basis. The Client agrees that the use of these services is at their sole risk. Contara USA LLC disclaims all warranties, express or implied, in connection with the services and the Client's use thereof, including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
Contara USA LLC makes no warranties or representations about the accuracy or completeness of the services or any content related thereto, or any content of any websites linked to our services. Contara USA LLC assumes no liability for any errors, mistakes, or inaccuracies of content and materials, personal injury or property damage, of any nature whatsoever, any unauthorized access to or use of Contara USA LLC’s secure servers and/or any personal information and/or financial information stored therein, any interruption or cessation of transmission to or from the services, any bugs, viruses, Trojan horses, or the like which may be transmitted to or through the services by any third party, and/or any errors or omissions in content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available through the services.
Contara USA LLC does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party either through the services, a hyperlinked website, or any website or mobile application featured in any advertising. The Client agrees to not hold Contara USA LLC accountable for any interactions or dealings with such third parties.
16. Modification
Contara USA LLC reserves the right to revise or modify these terms and conditions at any time at its sole discretion. Changes will become effective immediately upon their posting on our website or by direct communication to the Client. It is the Client's responsibility to periodically review these terms for updates. Continued use of our services following the posting of changes will mean the Client accepts and agrees to the changes.
In case of any significant changes that may materially alter the nature of the services or obligations of either party, Contara USA LLC will notify the Client by a reasonably prominent notice on our website or by direct communication, and the Client will have the opportunity to terminate their agreement before such changes take effect. However, changes to the general operation of our services, additions, modifications, or discontinuations of certain features, or changes required by law will not entitle the Client to terminate their agreement.
17. Governing Law
These terms and conditions, and any disputes arising out of or related to them or the services of Contara USA LLC, shall be governed by the laws of the State of Illinois, United States of America, without regard to its conflict of laws rules. Any claims or legal actions by one party against the other, whether arising out of these terms, your use of our services, or otherwise, will be commenced and maintained exclusively in state or federal courts located in the State of Illinois, and both parties consent to personal jurisdiction in these courts. The parties expressly agree to exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.
18. Dispute Resolution
Should a dispute arise between the Client and Contara USA LLC, the parties commit to resolving such dispute in an amicable manner through direct discussions initially. If a resolution is not reached through direct discussions, the parties agree to attempt resolution through a mutually agreed-upon mediation process.
If mediation is unsuccessful, the dispute will then be submitted for binding arbitration under the Rules of the American Arbitration Association in the state of Illinois, USA. The arbitrator's award shall be final, and judgment may be entered upon it in any court having jurisdiction.
In any action or proceeding to enforce rights under this agreement, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees. Both parties agree that these methods of dispute resolution shall be the exclusive remedy for any dispute, and waive their right to initiate or participate in any class action related to such disputes.
This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The parties agree to maintain the confidential nature of all disputes and arbitration proceedings, excluding disclosure to respective legal counsel.
19. Confidentiality
Each party acknowledges that during the course of providing and utilizing Contara USA LLC's services, it may obtain certain confidential and proprietary information ("Confidential Information") of the other party. Such Confidential Information includes, but is not limited to, business strategies, pricing, and technical data. Each party agrees to preserve and protect the confidentiality of such information and not to disclose, give, or sell any Confidential Information to any third party without the express prior written consent of the other party, and not to use the Confidential Information for any purpose other than those expressly permitted under these terms.
Confidential Information shall not include any information that (i) is or becomes generally known to the public through no fault of or breach of this Agreement by the receiving party; (ii) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (iv) the receiving party rightfully obtains from a third party without restriction on use or disclosure.
This confidentiality obligation shall survive the termination of this Agreement for a period of three (3) years, except with respect to any Confidential Information which constitutes a trade secret under law, in which case this obligation shall endure for as long as such information remains a trade secret.
20. Term and Termination
This Agreement shall commence upon the Client’s acceptance of these terms and shall continue until terminated by either party. The Client may terminate their subscription to our services at any time, upon which their service will cease at the end of their current billing cycle unless they have chosen to pause their subscription.
Contara USA LLC also reserves the right to terminate this Agreement and the provision of its services at any time, for any reason, including but not limited to breach of these terms by the Client. In such cases, the Client will be refunded for any unused portion of their current billing cycle.
21. Force Majeure
Neither party shall be held liable or responsible to the other party nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement to the extent, and for so long as, such failure or delay is caused by or results from causes beyond the reasonable control of the affected party including but not limited to fires, earthquakes, floods, embargoes, wars, acts of war (whether war be declared or not), insurrections, riots, civil commotions, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority or the other party.
22. Entire Agreement
These terms constitute the entire agreement between Contara USA LLC and the Client, and supersede all prior agreements, representations, and understandings between the parties regarding the subject matter contained herein. No amendment or modification of these terms shall be binding unless in writing and signed by both parties.
23. Severability
If any provision or provisions of this Agreement shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
24. Waiver
No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
25. Assignment
The Client may not assign its rights or delegate its obligations under this Agreement without the prior written consent of Contara USA LLC. Contara USA LLC may assign this Agreement in its entirety, without the consent of the Client, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
26. Contact Information
For any queries or communication regarding these terms and conditions, or related matters, please contact:
Conor Itaya
Email: conor@contara.com
Contara USA LLC encourages you to reach out with any issues or concerns prior to seeking legal recourse. Your satisfaction is of utmost importance, and we will strive to address and rectify any issues or concerns you may have promptly and effectively.
Welcome to Contara USA LLC ("Contara", "we", "us", or "our"). We specialize in providing design, development, maintenance, and support services for Shopify websites at a flat monthly rate. Our services are accessible to our clients for unlimited work requests, one request at a time, throughout the duration of their billing cycle. Our clients exclusively comprise of Shopify website owners.
These terms and conditions (the "Terms") govern the use of our services and set out the legal responsibilities and obligations that shall apply when you (the "Client", "you", or "your") use the services provided by Contara USA LLC. The Client and Contara USA LLC may be referred to collectively as the "Parties."
By subscribing to our services, you are agreeing to these Terms, thereby establishing a contractual relationship with us. If you do not agree to these Terms, please refrain from using our services.
These Terms include details regarding the ownership of materials, your subscription to our services, and your legal responsibilities and obligations. Please read them carefully.
We reserve the right to modify or make changes to these Terms at any time. If we make changes to these Terms, we will notify you of the significant changes, and it is your responsibility to review these changes. By continuing to use our services after such notice, you agree to be bound by the updated Terms. If you do not agree with the updated Terms, you should stop using our services.
Thank you for choosing Contara USA LLC, and we look forward to providing you with high-quality design, development, maintenance, and support services for your Shopify website.
1. Ownership of Materials
Notwithstanding Contara USA LLC's ownership of the preliminary deliverables, as delineated in Clause 6 ("Client Feedback"), all design and original source files created on behalf of the Client ("Projects") are the exclusive property of the Client, and the Client shall be the sole proprietor of all copyrights for all Projects. Should any law operation inadvertently result in Contara USA LLC acquiring ownership of a Project, in part or entirety, Contara USA LLC hereby unconditionally and perpetually assigns its entire interest in the Project to the Client, without limitation.
The Client warrants that all materials supplied to Contara USA LLC for reference or for inclusion into a project during the service process are the property of the Client and do not infringe upon or misappropriate any third party's rights, including, but not limited to, all intellectual property rights and any right of publicity. Contara USA LLC reserves the right to publicly share the Client's design work (social media, website, etc.) unless otherwise agreed upon as stipulated in Section 13 of this agreement.
2. Third-Party Assets
The Client acknowledges and agrees that they are solely responsible for securing and providing any required third-party licenses, permissions, and rights for materials such as fonts, images, videos, and any other related assets ("Third-Party Assets") used in the services provided by Contara USA LLC. The Client further agrees that Contara USA LLC is not responsible or liable for the procurement, use, or legality of such Third-Party Assets.
The Client represents and warrants that they have all necessary rights and permissions to use the Third-Party Assets in connection with the services provided by Contara USA LLC. The Client agrees to indemnify, defend, and hold harmless Contara USA LLC and its agents from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorney's fees) that may arise as a result of a breach of this representation.
Contara USA LLC assumes no responsibility and will bear no liability if the Client fails to secure appropriate licenses for Third-Party Assets. The Client accepts full legal and financial responsibility for any claims, disputes, litigation, or other legal actions that may arise from unauthorized use of Third-Party Assets.
3. Fees and Payment
The Client agrees to pay Contara USA LLC a flat recurring rate for the provision of design, development, maintenance, and support services for Shopify websites, as per the chosen billing cycle (monthly, quarterly, or annually).
All fees are payable in advance, at the beginning of each billing cycle, without demand. Payment shall be made via methods approved by Contara USA LLC, which may include but are not limited to bank transfers, credit card payments, or other electronic fund transfers.
If the Client chooses to pause their subscription during a billing cycle, no prorated refunds will be issued. However, the remaining days left in their billing cycle can be used at any time in the future, before another billing cycle charge is incurred.
In the event of any late payment, Contara USA LLC reserves the right to suspend the provision of services until all outstanding amounts are paid in full. A late fee of 1.5% per month, or the highest rate permissible by law, whichever is less, may be assessed on any balance remaining unpaid 30 days after the due date. The Client will be responsible for all reasonable expenses (including attorneys' fees) incurred by Contara USA LLC in collecting such overdue amounts.
The Client is responsible for all taxes associated with services rendered, unless otherwise stated in writing by Contara USA LLC. If any withholding tax is required by law, the Client will notify Contara USA LLC, will pay Contara USA LLC any additional amounts necessary to ensure that the net amount that Contara USA LLC receives, after any withholding, equals the amount Contara USA LLC would have received if no withholding or deduction had been made.
4. User Representations
The Client hereby represents and warrants that they possess the legal age and capacity to enter into this agreement and comply with its terms. The Client affirms they are not a minor in the jurisdiction in which they reside and have the full authority and competence to agree to the obligations set forth in these terms.
The Client represents that they are accessing Contara USA LLC's services as a human user and not via automated or non-human means, such as a bot, script, or other automated means, unless explicitly permitted by Contara USA LLC in writing.
The Client agrees to use Contara USA LLC's services for lawful purposes only, and will not use the services for any illegal, immoral, fraudulent, or unauthorized purposes. The Client agrees not to violate any laws, rules, or regulations in their jurisdiction (including but not limited to copyright laws) in connection with their use of the services.
The Client asserts that they are the lawful owner or have been granted lawful use of the Shopify websites upon which Contara USA LLC will perform its services, and will not engage in activities that infringe upon the rights of others, including but not limited to, the intellectual property rights of others.
Any violation of these user representations will constitute a breach of this agreement and will be grounds for immediate termination of this agreement and cessation of services, at Contara USA LLC's sole discretion. Contara USA LLC reserves the right to report any suspected illegal activity to appropriate law enforcement authorities.
5. Client Responsibilities
The Client is responsible for providing accurate, complete, and timely information as necessary for Contara USA LLC to perform the design, development, maintenance, and support services for Shopify websites. This may include, but is not limited to, Shopify website credentials, access to backend systems, and specific work requests.
The Client represents and warrants that they possess all necessary rights and permissions to provide this information and for Contara USA LLC to utilize this information in the provision of its services. The Client further acknowledges that any delay in the provision of such information, or the provision of inaccurate or incomplete information, may result in a delay or hindrance in Contara USA LLC's ability to provide its services.
By providing this information, the Client agrees to indemnify, defend, and hold harmless Contara USA LLC and its agents from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorney's fees) that may arise as a result of a breach of this representation.
6. Client Feedback
The Client acknowledges and agrees that any questions, comments, suggestions, or other feedback or submission (each a "Submission") shall become the sole property of Contara USA LLC. Contara USA LLC is under no obligation to maintain confidentiality for a Submission or to take steps necessary to ensure its confidentiality.
Contara USA LLC shall be the sole and exclusive owner of all rights related to the Submission, excluding rights granted to the Client under Clause 2 ("Ownership of Materials"). Contara USA LLC shall, at its sole and unrestricted discretion, use and disseminate a Submission for any lawful purpose without the need for permission, acknowledgment, or compensation of or to the Client.
The Client agrees that they have the right to articulate and put forth the Submission. The Client hereby waives all claims and recourse against Contara USA LLC for its use of the Submission in accordance with the terms hereof and in its sole discretion hereafter.
7. Prohibited Activities
The Client agrees not to access or use Contara USA LLC's services for any purpose other than for which the services are expressly provided. The services may not be used in connection with any commercial endeavors except those that are specifically related to the work performed by Contara USA LLC on behalf of the Client. Furthermore, the Client agrees not to:
a) Make unauthorized use of Contara USA LLC's services.
b) Retrieve data or content for the purpose of creating or compiling a database or directory without explicit permission.
c) Circumvent, disable, or otherwise interfere with security-related features of Contara USA LLC's services.
d) Engage in unauthorized framing or linking to Contara USA LLC's services.
e) Trick, defraud, or mislead Contara USA LLC or other users.
f) Interfere with, disrupt, or create an undue burden on Contara USA LLC's networks or servers.
g) Use Contara USA LLC's services in a manner intended to compete with Contara USA LLC.
h) Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of Contara USA LLC's services.
i) Bypass any measures designed to prevent or restrict access to Contara USA LLC's services, or any portion thereof.
j) Harass, annoy, intimidate, or threaten any of Contara USA LLC's employees, contractors, or agents providing services.
k) Delete the copyright or other rights notice from any content.
l) Copy or adapt Contara USA LLC's software or intellectual property.
m) Upload or transmit, or attempt to do so, viruses, Trojan horses, or other material that interferes with any party’s use of Contara USA LLC's services or that modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operations, or maintenance of the services.
n) Upload or transmit, or attempt to do so, any material that acts as a passive or active information collection or transmission mechanism.
o) Disparage, tarnish, or otherwise harm, in Contara USA LLC's opinion, Contara USA LLC and/or its services.
p) Use Contara USA LLC's services in a manner inconsistent with any applicable laws, statutes, or regulations.
Any violation of these prohibited activities represents a material breach of the terms of this agreement and may result in the immediate termination of this agreement and cessation of services, at Contara USA LLC's sole discretion.
8. User Data
In the course of using the services provided by Contara USA LLC, the Client may provide certain information, which may include personal data, business data, and data relating to the Client's Shopify website ("User Data"). The Client is solely responsible for the accuracy, quality, content, and legality of User Data and the means by which User Data is acquired.
Contara USA LLC will use and protect User Data in accordance with its Privacy Policy, which is incorporated into this agreement by this reference. Contara USA LLC will maintain appropriate administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of User Data.
The Client hereby grants to Contara USA LLC a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works of, and display the User Data solely to the extent necessary to provide the contracted services to the Client.
Contara USA LLC will not share or disclose User Data except as directly necessary to provide the contracted services, as required by law or legal process or in accordance with the Client's express instructions. The Client understands and consents that Contara USA LLC may be required to disclose User Data to comply with legally mandated reporting, disclosure, or other legal process requirements.
The Client represents and warrants that the Client has secured all rights in and to the User Data as may be necessary to grant this license, and the provision of User Data in connection with this agreement does not violate any laws, rules, or regulations or infringe upon any rights of any third party.
9. Electronic Communications, Transactions, and Signatures
The Client hereby consents to receive electronic communications from Contara USA LLC and agrees that all agreements, notices, disclosures, and other communications sent via email or through Contara USA LLC's communication channels satisfy any legal requirement that such communication be in writing.
The Client further agrees to the use of electronic signatures, contracts, orders, and other records, and to electronic delivery of notices, policies, and records of transactions initiated or completed by Contara USA LLC or through its services.
By this agreement, the Client waives any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction that require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
This agreement and any electronic communications sent by Contara USA LLC are subject to the provisions of the Uniform Electronic Transactions Act as enacted in Illinois, and the Electronic Signatures in Global and National Commerce Act, and they constitute the Client's consent to be legally bound by those transactions conducted through electronic means.
10. Connection Interruptions
Contara USA LLC makes every effort to ensure that its services are available and accessible at all times. However, the Client acknowledges and agrees that there may be instances where interruptions, delays, or errors occur that are beyond Contara USA LLC's control. These could be due to issues with hardware, software, network, internet, server reliability, or other factors.
Contara USA LLC does not guarantee that its services will be uninterrupted, timely, secure, or error-free, or that content loss won't occur, and does not warrant website and service availability at all times.
The Client agrees that Contara USA LLC shall not be liable to the Client or any third party for any damages resulting from the Client's inability to access or use the services during any downtime or discontinuation of services. Such limitation of liability shall apply whether the damages arise from the use or misuse of the services, from the inability to use the services, or from the interruption, suspension, or termination of the services. This provision is intended to apply to all claims by the Client, regardless of the cause of action underlying the claim.
11. Management and Oversight
Contara USA LLC will oversee and manage the provision of the services outlined in this agreement, including design, development, maintenance, and support of the Client's Shopify website.
Contara USA LLC is responsible for the competent supervision of its personnel, including its employees, agents, and subcontractors, if any, involved in the delivery of services.
The Client agrees to provide necessary cooperation, including timely responses to requests for information and reasonable access to the Client's Shopify website, as may be required for Contara USA LLC to fulfill its responsibilities under this agreement.
The Client is responsible for making decisions in a timely manner that affect Contara USA LLC's provision of services under this agreement. If the Client's failure to make a decision results in a delay, the Client agrees that Contara USA LLC is not responsible for any resulting delays or cost increases.
The Client acknowledges and agrees that Contara USA LLC's ability to deliver the services as described in this agreement is dependent upon the Client's timely and effective performance of its responsibilities hereunder. The Client agrees to be accountable for any delays in the delivery of services to the extent such delays result from the Client's failure to fulfill its responsibilities.
12. Returns and Refunds
Contara USA LLC provides its services on a subscription basis with payment made upfront for the upcoming billing cycle. Due to the nature of these services, Contara USA LLC does not typically offer returns or refunds once services have been rendered.
Refund requests, if any, will be evaluated on a case-by-case basis and are subject to Contara USA LLC's sole discretion. If a refund is approved during the first billing cycle of the subscription, all materials produced by Contara USA LLC remain the exclusive property of the Client, as per the terms outlined in section "Ownership of Materials".
However, if the Client pauses their subscription or terminates the contract before the end of a billing cycle, the unused portion of the billing cycle will be held as credit and can be used by the Client at any time in the future.
Contara USA LLC reserves the right to assess a 25% administrative fee on any approved refund related to the remaining billable period. If the Client breaches the terms of this agreement, Contara USA LLC reserves the right to take appropriate legal action.
13. Showcasing Work
Contara USA LLC reserves the right to showcase any completed work for promotional and marketing purposes. This can include, but is not limited to, featuring the Client's Shopify website design, development, maintenance, or support projects in Contara USA LLC's portfolio, case studies, social media, and other marketing materials or platforms.
Before showcasing any work, Contara USA LLC will seek the Client's permission, unless otherwise stated in this agreement or a separate non-disclosure agreement is in place.
Contara USA LLC understands the importance of the Client's confidentiality and will respect any request to keep specific projects private. The Client's confidential information, trade secrets, and business operations will never be disclosed or used in any manner outside the scope of the services provided under this agreement, except as authorized by the Client in writing.
This clause is subject to the obligations and rights set forth in other sections of this agreement, particularly those relating to intellectual property and confidentiality.
14. Limitations and Liability and Indemnification
Contara USA LLC, including its directors, employees, members, independent contractors, or agents, shall not be liable to the Client or any third party for any direct, indirect, consequential, incidental, special, or punitive damages, including, but not limited to, lost profits, lost revenue, lost data, attorney's fees, court costs, fines, forfeitures, or other damages or losses arising from the Client's use of the services.
The Client agrees to defend, indemnify, and hold harmless Contara USA LLC, and its subsidiaries, affiliates, and all respective officers, members, agents, partners, employees, and independent contractors from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of:
The Client's use of the services;
Breach of these terms of use;
Any breach of the Client's representations and warranties set forth herein;
The Client's violation of the rights of any third party, including but not limited to intellectual property rights.
Notwithstanding the foregoing, Contara USA LLC reserves the right, at the Client's expense, to assume the exclusive defense and control of any matter for which the Client is required to indemnify Contara USA LLC, and the Client agrees to cooperate with Contara USA LLC's defense of these claims. The Client will not, in any event, settle any claim or matter without the written consent of Contara USA LLC.
15. Disclaimer
The services provided by Contara USA LLC are offered on an as-is and as-available basis. The Client agrees that the use of these services is at their sole risk. Contara USA LLC disclaims all warranties, express or implied, in connection with the services and the Client's use thereof, including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
Contara USA LLC makes no warranties or representations about the accuracy or completeness of the services or any content related thereto, or any content of any websites linked to our services. Contara USA LLC assumes no liability for any errors, mistakes, or inaccuracies of content and materials, personal injury or property damage, of any nature whatsoever, any unauthorized access to or use of Contara USA LLC’s secure servers and/or any personal information and/or financial information stored therein, any interruption or cessation of transmission to or from the services, any bugs, viruses, Trojan horses, or the like which may be transmitted to or through the services by any third party, and/or any errors or omissions in content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available through the services.
Contara USA LLC does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party either through the services, a hyperlinked website, or any website or mobile application featured in any advertising. The Client agrees to not hold Contara USA LLC accountable for any interactions or dealings with such third parties.
16. Modification
Contara USA LLC reserves the right to revise or modify these terms and conditions at any time at its sole discretion. Changes will become effective immediately upon their posting on our website or by direct communication to the Client. It is the Client's responsibility to periodically review these terms for updates. Continued use of our services following the posting of changes will mean the Client accepts and agrees to the changes.
In case of any significant changes that may materially alter the nature of the services or obligations of either party, Contara USA LLC will notify the Client by a reasonably prominent notice on our website or by direct communication, and the Client will have the opportunity to terminate their agreement before such changes take effect. However, changes to the general operation of our services, additions, modifications, or discontinuations of certain features, or changes required by law will not entitle the Client to terminate their agreement.
17. Governing Law
These terms and conditions, and any disputes arising out of or related to them or the services of Contara USA LLC, shall be governed by the laws of the State of Illinois, United States of America, without regard to its conflict of laws rules. Any claims or legal actions by one party against the other, whether arising out of these terms, your use of our services, or otherwise, will be commenced and maintained exclusively in state or federal courts located in the State of Illinois, and both parties consent to personal jurisdiction in these courts. The parties expressly agree to exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.
18. Dispute Resolution
Should a dispute arise between the Client and Contara USA LLC, the parties commit to resolving such dispute in an amicable manner through direct discussions initially. If a resolution is not reached through direct discussions, the parties agree to attempt resolution through a mutually agreed-upon mediation process.
If mediation is unsuccessful, the dispute will then be submitted for binding arbitration under the Rules of the American Arbitration Association in the state of Illinois, USA. The arbitrator's award shall be final, and judgment may be entered upon it in any court having jurisdiction.
In any action or proceeding to enforce rights under this agreement, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees. Both parties agree that these methods of dispute resolution shall be the exclusive remedy for any dispute, and waive their right to initiate or participate in any class action related to such disputes.
This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The parties agree to maintain the confidential nature of all disputes and arbitration proceedings, excluding disclosure to respective legal counsel.
19. Confidentiality
Each party acknowledges that during the course of providing and utilizing Contara USA LLC's services, it may obtain certain confidential and proprietary information ("Confidential Information") of the other party. Such Confidential Information includes, but is not limited to, business strategies, pricing, and technical data. Each party agrees to preserve and protect the confidentiality of such information and not to disclose, give, or sell any Confidential Information to any third party without the express prior written consent of the other party, and not to use the Confidential Information for any purpose other than those expressly permitted under these terms.
Confidential Information shall not include any information that (i) is or becomes generally known to the public through no fault of or breach of this Agreement by the receiving party; (ii) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (iv) the receiving party rightfully obtains from a third party without restriction on use or disclosure.
This confidentiality obligation shall survive the termination of this Agreement for a period of three (3) years, except with respect to any Confidential Information which constitutes a trade secret under law, in which case this obligation shall endure for as long as such information remains a trade secret.
20. Term and Termination
This Agreement shall commence upon the Client’s acceptance of these terms and shall continue until terminated by either party. The Client may terminate their subscription to our services at any time, upon which their service will cease at the end of their current billing cycle unless they have chosen to pause their subscription.
Contara USA LLC also reserves the right to terminate this Agreement and the provision of its services at any time, for any reason, including but not limited to breach of these terms by the Client. In such cases, the Client will be refunded for any unused portion of their current billing cycle.
21. Force Majeure
Neither party shall be held liable or responsible to the other party nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement to the extent, and for so long as, such failure or delay is caused by or results from causes beyond the reasonable control of the affected party including but not limited to fires, earthquakes, floods, embargoes, wars, acts of war (whether war be declared or not), insurrections, riots, civil commotions, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority or the other party.
22. Entire Agreement
These terms constitute the entire agreement between Contara USA LLC and the Client, and supersede all prior agreements, representations, and understandings between the parties regarding the subject matter contained herein. No amendment or modification of these terms shall be binding unless in writing and signed by both parties.
23. Severability
If any provision or provisions of this Agreement shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
24. Waiver
No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
25. Assignment
The Client may not assign its rights or delegate its obligations under this Agreement without the prior written consent of Contara USA LLC. Contara USA LLC may assign this Agreement in its entirety, without the consent of the Client, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
26. Contact Information
For any queries or communication regarding these terms and conditions, or related matters, please contact:
Conor Itaya
Email: conor@contara.com
Contara USA LLC encourages you to reach out with any issues or concerns prior to seeking legal recourse. Your satisfaction is of utmost importance, and we will strive to address and rectify any issues or concerns you may have promptly and effectively.
Welcome to Contara USA LLC ("Contara", "we", "us", or "our"). We specialize in providing design, development, maintenance, and support services for Shopify websites at a flat monthly rate. Our services are accessible to our clients for unlimited work requests, one request at a time, throughout the duration of their billing cycle. Our clients exclusively comprise of Shopify website owners.
These terms and conditions (the "Terms") govern the use of our services and set out the legal responsibilities and obligations that shall apply when you (the "Client", "you", or "your") use the services provided by Contara USA LLC. The Client and Contara USA LLC may be referred to collectively as the "Parties."
By subscribing to our services, you are agreeing to these Terms, thereby establishing a contractual relationship with us. If you do not agree to these Terms, please refrain from using our services.
These Terms include details regarding the ownership of materials, your subscription to our services, and your legal responsibilities and obligations. Please read them carefully.
We reserve the right to modify or make changes to these Terms at any time. If we make changes to these Terms, we will notify you of the significant changes, and it is your responsibility to review these changes. By continuing to use our services after such notice, you agree to be bound by the updated Terms. If you do not agree with the updated Terms, you should stop using our services.
Thank you for choosing Contara USA LLC, and we look forward to providing you with high-quality design, development, maintenance, and support services for your Shopify website.
1. Ownership of Materials
Notwithstanding Contara USA LLC's ownership of the preliminary deliverables, as delineated in Clause 6 ("Client Feedback"), all design and original source files created on behalf of the Client ("Projects") are the exclusive property of the Client, and the Client shall be the sole proprietor of all copyrights for all Projects. Should any law operation inadvertently result in Contara USA LLC acquiring ownership of a Project, in part or entirety, Contara USA LLC hereby unconditionally and perpetually assigns its entire interest in the Project to the Client, without limitation.
The Client warrants that all materials supplied to Contara USA LLC for reference or for inclusion into a project during the service process are the property of the Client and do not infringe upon or misappropriate any third party's rights, including, but not limited to, all intellectual property rights and any right of publicity. Contara USA LLC reserves the right to publicly share the Client's design work (social media, website, etc.) unless otherwise agreed upon as stipulated in Section 13 of this agreement.
2. Third-Party Assets
The Client acknowledges and agrees that they are solely responsible for securing and providing any required third-party licenses, permissions, and rights for materials such as fonts, images, videos, and any other related assets ("Third-Party Assets") used in the services provided by Contara USA LLC. The Client further agrees that Contara USA LLC is not responsible or liable for the procurement, use, or legality of such Third-Party Assets.
The Client represents and warrants that they have all necessary rights and permissions to use the Third-Party Assets in connection with the services provided by Contara USA LLC. The Client agrees to indemnify, defend, and hold harmless Contara USA LLC and its agents from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorney's fees) that may arise as a result of a breach of this representation.
Contara USA LLC assumes no responsibility and will bear no liability if the Client fails to secure appropriate licenses for Third-Party Assets. The Client accepts full legal and financial responsibility for any claims, disputes, litigation, or other legal actions that may arise from unauthorized use of Third-Party Assets.
3. Fees and Payment
The Client agrees to pay Contara USA LLC a flat recurring rate for the provision of design, development, maintenance, and support services for Shopify websites, as per the chosen billing cycle (monthly, quarterly, or annually).
All fees are payable in advance, at the beginning of each billing cycle, without demand. Payment shall be made via methods approved by Contara USA LLC, which may include but are not limited to bank transfers, credit card payments, or other electronic fund transfers.
If the Client chooses to pause their subscription during a billing cycle, no prorated refunds will be issued. However, the remaining days left in their billing cycle can be used at any time in the future, before another billing cycle charge is incurred.
In the event of any late payment, Contara USA LLC reserves the right to suspend the provision of services until all outstanding amounts are paid in full. A late fee of 1.5% per month, or the highest rate permissible by law, whichever is less, may be assessed on any balance remaining unpaid 30 days after the due date. The Client will be responsible for all reasonable expenses (including attorneys' fees) incurred by Contara USA LLC in collecting such overdue amounts.
The Client is responsible for all taxes associated with services rendered, unless otherwise stated in writing by Contara USA LLC. If any withholding tax is required by law, the Client will notify Contara USA LLC, will pay Contara USA LLC any additional amounts necessary to ensure that the net amount that Contara USA LLC receives, after any withholding, equals the amount Contara USA LLC would have received if no withholding or deduction had been made.
4. User Representations
The Client hereby represents and warrants that they possess the legal age and capacity to enter into this agreement and comply with its terms. The Client affirms they are not a minor in the jurisdiction in which they reside and have the full authority and competence to agree to the obligations set forth in these terms.
The Client represents that they are accessing Contara USA LLC's services as a human user and not via automated or non-human means, such as a bot, script, or other automated means, unless explicitly permitted by Contara USA LLC in writing.
The Client agrees to use Contara USA LLC's services for lawful purposes only, and will not use the services for any illegal, immoral, fraudulent, or unauthorized purposes. The Client agrees not to violate any laws, rules, or regulations in their jurisdiction (including but not limited to copyright laws) in connection with their use of the services.
The Client asserts that they are the lawful owner or have been granted lawful use of the Shopify websites upon which Contara USA LLC will perform its services, and will not engage in activities that infringe upon the rights of others, including but not limited to, the intellectual property rights of others.
Any violation of these user representations will constitute a breach of this agreement and will be grounds for immediate termination of this agreement and cessation of services, at Contara USA LLC's sole discretion. Contara USA LLC reserves the right to report any suspected illegal activity to appropriate law enforcement authorities.
5. Client Responsibilities
The Client is responsible for providing accurate, complete, and timely information as necessary for Contara USA LLC to perform the design, development, maintenance, and support services for Shopify websites. This may include, but is not limited to, Shopify website credentials, access to backend systems, and specific work requests.
The Client represents and warrants that they possess all necessary rights and permissions to provide this information and for Contara USA LLC to utilize this information in the provision of its services. The Client further acknowledges that any delay in the provision of such information, or the provision of inaccurate or incomplete information, may result in a delay or hindrance in Contara USA LLC's ability to provide its services.
By providing this information, the Client agrees to indemnify, defend, and hold harmless Contara USA LLC and its agents from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorney's fees) that may arise as a result of a breach of this representation.
6. Client Feedback
The Client acknowledges and agrees that any questions, comments, suggestions, or other feedback or submission (each a "Submission") shall become the sole property of Contara USA LLC. Contara USA LLC is under no obligation to maintain confidentiality for a Submission or to take steps necessary to ensure its confidentiality.
Contara USA LLC shall be the sole and exclusive owner of all rights related to the Submission, excluding rights granted to the Client under Clause 2 ("Ownership of Materials"). Contara USA LLC shall, at its sole and unrestricted discretion, use and disseminate a Submission for any lawful purpose without the need for permission, acknowledgment, or compensation of or to the Client.
The Client agrees that they have the right to articulate and put forth the Submission. The Client hereby waives all claims and recourse against Contara USA LLC for its use of the Submission in accordance with the terms hereof and in its sole discretion hereafter.
7. Prohibited Activities
The Client agrees not to access or use Contara USA LLC's services for any purpose other than for which the services are expressly provided. The services may not be used in connection with any commercial endeavors except those that are specifically related to the work performed by Contara USA LLC on behalf of the Client. Furthermore, the Client agrees not to:
a) Make unauthorized use of Contara USA LLC's services.
b) Retrieve data or content for the purpose of creating or compiling a database or directory without explicit permission.
c) Circumvent, disable, or otherwise interfere with security-related features of Contara USA LLC's services.
d) Engage in unauthorized framing or linking to Contara USA LLC's services.
e) Trick, defraud, or mislead Contara USA LLC or other users.
f) Interfere with, disrupt, or create an undue burden on Contara USA LLC's networks or servers.
g) Use Contara USA LLC's services in a manner intended to compete with Contara USA LLC.
h) Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of Contara USA LLC's services.
i) Bypass any measures designed to prevent or restrict access to Contara USA LLC's services, or any portion thereof.
j) Harass, annoy, intimidate, or threaten any of Contara USA LLC's employees, contractors, or agents providing services.
k) Delete the copyright or other rights notice from any content.
l) Copy or adapt Contara USA LLC's software or intellectual property.
m) Upload or transmit, or attempt to do so, viruses, Trojan horses, or other material that interferes with any party’s use of Contara USA LLC's services or that modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operations, or maintenance of the services.
n) Upload or transmit, or attempt to do so, any material that acts as a passive or active information collection or transmission mechanism.
o) Disparage, tarnish, or otherwise harm, in Contara USA LLC's opinion, Contara USA LLC and/or its services.
p) Use Contara USA LLC's services in a manner inconsistent with any applicable laws, statutes, or regulations.
Any violation of these prohibited activities represents a material breach of the terms of this agreement and may result in the immediate termination of this agreement and cessation of services, at Contara USA LLC's sole discretion.
8. User Data
In the course of using the services provided by Contara USA LLC, the Client may provide certain information, which may include personal data, business data, and data relating to the Client's Shopify website ("User Data"). The Client is solely responsible for the accuracy, quality, content, and legality of User Data and the means by which User Data is acquired.
Contara USA LLC will use and protect User Data in accordance with its Privacy Policy, which is incorporated into this agreement by this reference. Contara USA LLC will maintain appropriate administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of User Data.
The Client hereby grants to Contara USA LLC a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works of, and display the User Data solely to the extent necessary to provide the contracted services to the Client.
Contara USA LLC will not share or disclose User Data except as directly necessary to provide the contracted services, as required by law or legal process or in accordance with the Client's express instructions. The Client understands and consents that Contara USA LLC may be required to disclose User Data to comply with legally mandated reporting, disclosure, or other legal process requirements.
The Client represents and warrants that the Client has secured all rights in and to the User Data as may be necessary to grant this license, and the provision of User Data in connection with this agreement does not violate any laws, rules, or regulations or infringe upon any rights of any third party.
9. Electronic Communications, Transactions, and Signatures
The Client hereby consents to receive electronic communications from Contara USA LLC and agrees that all agreements, notices, disclosures, and other communications sent via email or through Contara USA LLC's communication channels satisfy any legal requirement that such communication be in writing.
The Client further agrees to the use of electronic signatures, contracts, orders, and other records, and to electronic delivery of notices, policies, and records of transactions initiated or completed by Contara USA LLC or through its services.
By this agreement, the Client waives any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction that require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
This agreement and any electronic communications sent by Contara USA LLC are subject to the provisions of the Uniform Electronic Transactions Act as enacted in Illinois, and the Electronic Signatures in Global and National Commerce Act, and they constitute the Client's consent to be legally bound by those transactions conducted through electronic means.
10. Connection Interruptions
Contara USA LLC makes every effort to ensure that its services are available and accessible at all times. However, the Client acknowledges and agrees that there may be instances where interruptions, delays, or errors occur that are beyond Contara USA LLC's control. These could be due to issues with hardware, software, network, internet, server reliability, or other factors.
Contara USA LLC does not guarantee that its services will be uninterrupted, timely, secure, or error-free, or that content loss won't occur, and does not warrant website and service availability at all times.
The Client agrees that Contara USA LLC shall not be liable to the Client or any third party for any damages resulting from the Client's inability to access or use the services during any downtime or discontinuation of services. Such limitation of liability shall apply whether the damages arise from the use or misuse of the services, from the inability to use the services, or from the interruption, suspension, or termination of the services. This provision is intended to apply to all claims by the Client, regardless of the cause of action underlying the claim.
11. Management and Oversight
Contara USA LLC will oversee and manage the provision of the services outlined in this agreement, including design, development, maintenance, and support of the Client's Shopify website.
Contara USA LLC is responsible for the competent supervision of its personnel, including its employees, agents, and subcontractors, if any, involved in the delivery of services.
The Client agrees to provide necessary cooperation, including timely responses to requests for information and reasonable access to the Client's Shopify website, as may be required for Contara USA LLC to fulfill its responsibilities under this agreement.
The Client is responsible for making decisions in a timely manner that affect Contara USA LLC's provision of services under this agreement. If the Client's failure to make a decision results in a delay, the Client agrees that Contara USA LLC is not responsible for any resulting delays or cost increases.
The Client acknowledges and agrees that Contara USA LLC's ability to deliver the services as described in this agreement is dependent upon the Client's timely and effective performance of its responsibilities hereunder. The Client agrees to be accountable for any delays in the delivery of services to the extent such delays result from the Client's failure to fulfill its responsibilities.
12. Returns and Refunds
Contara USA LLC provides its services on a subscription basis with payment made upfront for the upcoming billing cycle. Due to the nature of these services, Contara USA LLC does not typically offer returns or refunds once services have been rendered.
Refund requests, if any, will be evaluated on a case-by-case basis and are subject to Contara USA LLC's sole discretion. If a refund is approved during the first billing cycle of the subscription, all materials produced by Contara USA LLC remain the exclusive property of the Client, as per the terms outlined in section "Ownership of Materials".
However, if the Client pauses their subscription or terminates the contract before the end of a billing cycle, the unused portion of the billing cycle will be held as credit and can be used by the Client at any time in the future.
Contara USA LLC reserves the right to assess a 25% administrative fee on any approved refund related to the remaining billable period. If the Client breaches the terms of this agreement, Contara USA LLC reserves the right to take appropriate legal action.
13. Showcasing Work
Contara USA LLC reserves the right to showcase any completed work for promotional and marketing purposes. This can include, but is not limited to, featuring the Client's Shopify website design, development, maintenance, or support projects in Contara USA LLC's portfolio, case studies, social media, and other marketing materials or platforms.
Before showcasing any work, Contara USA LLC will seek the Client's permission, unless otherwise stated in this agreement or a separate non-disclosure agreement is in place.
Contara USA LLC understands the importance of the Client's confidentiality and will respect any request to keep specific projects private. The Client's confidential information, trade secrets, and business operations will never be disclosed or used in any manner outside the scope of the services provided under this agreement, except as authorized by the Client in writing.
This clause is subject to the obligations and rights set forth in other sections of this agreement, particularly those relating to intellectual property and confidentiality.
14. Limitations and Liability and Indemnification
Contara USA LLC, including its directors, employees, members, independent contractors, or agents, shall not be liable to the Client or any third party for any direct, indirect, consequential, incidental, special, or punitive damages, including, but not limited to, lost profits, lost revenue, lost data, attorney's fees, court costs, fines, forfeitures, or other damages or losses arising from the Client's use of the services.
The Client agrees to defend, indemnify, and hold harmless Contara USA LLC, and its subsidiaries, affiliates, and all respective officers, members, agents, partners, employees, and independent contractors from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of:
The Client's use of the services;
Breach of these terms of use;
Any breach of the Client's representations and warranties set forth herein;
The Client's violation of the rights of any third party, including but not limited to intellectual property rights.
Notwithstanding the foregoing, Contara USA LLC reserves the right, at the Client's expense, to assume the exclusive defense and control of any matter for which the Client is required to indemnify Contara USA LLC, and the Client agrees to cooperate with Contara USA LLC's defense of these claims. The Client will not, in any event, settle any claim or matter without the written consent of Contara USA LLC.
15. Disclaimer
The services provided by Contara USA LLC are offered on an as-is and as-available basis. The Client agrees that the use of these services is at their sole risk. Contara USA LLC disclaims all warranties, express or implied, in connection with the services and the Client's use thereof, including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
Contara USA LLC makes no warranties or representations about the accuracy or completeness of the services or any content related thereto, or any content of any websites linked to our services. Contara USA LLC assumes no liability for any errors, mistakes, or inaccuracies of content and materials, personal injury or property damage, of any nature whatsoever, any unauthorized access to or use of Contara USA LLC’s secure servers and/or any personal information and/or financial information stored therein, any interruption or cessation of transmission to or from the services, any bugs, viruses, Trojan horses, or the like which may be transmitted to or through the services by any third party, and/or any errors or omissions in content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available through the services.
Contara USA LLC does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party either through the services, a hyperlinked website, or any website or mobile application featured in any advertising. The Client agrees to not hold Contara USA LLC accountable for any interactions or dealings with such third parties.
16. Modification
Contara USA LLC reserves the right to revise or modify these terms and conditions at any time at its sole discretion. Changes will become effective immediately upon their posting on our website or by direct communication to the Client. It is the Client's responsibility to periodically review these terms for updates. Continued use of our services following the posting of changes will mean the Client accepts and agrees to the changes.
In case of any significant changes that may materially alter the nature of the services or obligations of either party, Contara USA LLC will notify the Client by a reasonably prominent notice on our website or by direct communication, and the Client will have the opportunity to terminate their agreement before such changes take effect. However, changes to the general operation of our services, additions, modifications, or discontinuations of certain features, or changes required by law will not entitle the Client to terminate their agreement.
17. Governing Law
These terms and conditions, and any disputes arising out of or related to them or the services of Contara USA LLC, shall be governed by the laws of the State of Illinois, United States of America, without regard to its conflict of laws rules. Any claims or legal actions by one party against the other, whether arising out of these terms, your use of our services, or otherwise, will be commenced and maintained exclusively in state or federal courts located in the State of Illinois, and both parties consent to personal jurisdiction in these courts. The parties expressly agree to exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.
18. Dispute Resolution
Should a dispute arise between the Client and Contara USA LLC, the parties commit to resolving such dispute in an amicable manner through direct discussions initially. If a resolution is not reached through direct discussions, the parties agree to attempt resolution through a mutually agreed-upon mediation process.
If mediation is unsuccessful, the dispute will then be submitted for binding arbitration under the Rules of the American Arbitration Association in the state of Illinois, USA. The arbitrator's award shall be final, and judgment may be entered upon it in any court having jurisdiction.
In any action or proceeding to enforce rights under this agreement, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees. Both parties agree that these methods of dispute resolution shall be the exclusive remedy for any dispute, and waive their right to initiate or participate in any class action related to such disputes.
This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The parties agree to maintain the confidential nature of all disputes and arbitration proceedings, excluding disclosure to respective legal counsel.
19. Confidentiality
Each party acknowledges that during the course of providing and utilizing Contara USA LLC's services, it may obtain certain confidential and proprietary information ("Confidential Information") of the other party. Such Confidential Information includes, but is not limited to, business strategies, pricing, and technical data. Each party agrees to preserve and protect the confidentiality of such information and not to disclose, give, or sell any Confidential Information to any third party without the express prior written consent of the other party, and not to use the Confidential Information for any purpose other than those expressly permitted under these terms.
Confidential Information shall not include any information that (i) is or becomes generally known to the public through no fault of or breach of this Agreement by the receiving party; (ii) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (iv) the receiving party rightfully obtains from a third party without restriction on use or disclosure.
This confidentiality obligation shall survive the termination of this Agreement for a period of three (3) years, except with respect to any Confidential Information which constitutes a trade secret under law, in which case this obligation shall endure for as long as such information remains a trade secret.
20. Term and Termination
This Agreement shall commence upon the Client’s acceptance of these terms and shall continue until terminated by either party. The Client may terminate their subscription to our services at any time, upon which their service will cease at the end of their current billing cycle unless they have chosen to pause their subscription.
Contara USA LLC also reserves the right to terminate this Agreement and the provision of its services at any time, for any reason, including but not limited to breach of these terms by the Client. In such cases, the Client will be refunded for any unused portion of their current billing cycle.
21. Force Majeure
Neither party shall be held liable or responsible to the other party nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement to the extent, and for so long as, such failure or delay is caused by or results from causes beyond the reasonable control of the affected party including but not limited to fires, earthquakes, floods, embargoes, wars, acts of war (whether war be declared or not), insurrections, riots, civil commotions, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority or the other party.
22. Entire Agreement
These terms constitute the entire agreement between Contara USA LLC and the Client, and supersede all prior agreements, representations, and understandings between the parties regarding the subject matter contained herein. No amendment or modification of these terms shall be binding unless in writing and signed by both parties.
23. Severability
If any provision or provisions of this Agreement shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
24. Waiver
No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
25. Assignment
The Client may not assign its rights or delegate its obligations under this Agreement without the prior written consent of Contara USA LLC. Contara USA LLC may assign this Agreement in its entirety, without the consent of the Client, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
26. Contact Information
For any queries or communication regarding these terms and conditions, or related matters, please contact:
Conor Itaya
Email: conor@contara.com
Contara USA LLC encourages you to reach out with any issues or concerns prior to seeking legal recourse. Your satisfaction is of utmost importance, and we will strive to address and rectify any issues or concerns you may have promptly and effectively.