Cedar Path Terms and Conditions

Services. Cedar Path Consultancy LLC (Cedar Path) will use reasonable efforts to perform the agreed-upon Services described in this Proposal. If a date or date range for the Services is stated, Client will accept the Services on or within such date(s), unless otherwise agreed. Except to the extent otherwise stated in the Proposal or these Terms, the Services and any written work product are provided on an AS IS basis. Client will provide Cedar Path with access to its resources as reasonably requested to enable Cedar Path to perform the Services.

Fees and Expenses.  Fees for Services are due within 30 days of invoice, unless otherwise stated in the Proposal. If any expenses of Cedar Path will be reimbursed, they will either be documented in the Proposal or approved in advance and in writing by Client, and reimbursement will be due within 30 days of invoice. Client shall pay or reimburse Cedar Path for any sales, use, or similar tax imposed on the amounts due to Cedar Path under this Proposal. Any payments made are non-refundable except to the extent otherwise stated in the Proposal.

Independent Contractor. Cedar Path is an independent contractor and responsible for payroll, income, and franchise taxes on the Fees it is paid.

Confidentiality.  Cedar Path may receive information from Client that is confidential to Client or to third parties such as Client’s employees, customers or vendors.  Such confidential information does not include information that Cedar Path already had prior to Client’s disclosure, or that is independently developed or obtained by Cedar Path, or that is available without any breach of confidentiality from sources other than Client. Cedar Path will keep such confidential information in confidence, and will not disclose or use that information except to perform the Services for Client. Client will mark such information as confidential, or if it’s disclosed orally, Client will follow up within 15 days with a written designation of what it considers to be confidential, so Cedar Path can honor these commitments. 

Work Product. Cedar Path’s Services and any works of authorship provided to Client are for the use and benefit of Client only, and not for any other person. Client will not disclose or provide any of Cedar Path’s works to any other person without Cedar Path’s prior written consent. Subject to Client paying in full all amounts due under this Proposal, Cedar Path grants Client a perpetual, royalty-free, worldwide license to copy and use those works for Client’s internal business purposes. (If any such works are marked by a third party’s copyright, this license grant is limited to the rights that Cedar Path is authorized by that third party to grant.) Except to the extent permitted by this license, Client agrees not to disclose, distribute, copy, or otherwise use or permit the use of those works.

Entire Agreement.  This Proposal and these Terms constitute the entire agreement between Cedar Path and Client, and merge and supersede any prior or simultaneous written or oral discussions, promises, statements, or agreements. In entering into this Proposal, neither Cedar Path nor Client is relying on any statement made by any person other than those set forth in the Proposal and these Terms. No purchase order terms or other terms shall become a part of this Proposal unless it is expressly agreed upon in writing by Client and an officer of Cedar Path.

Limitation of Liability.  In no event shall Cedar Path be liable to Client or to any other person for incidental, indirect, or consequential damages, or for loss of sale, goodwill, data, or profits, as a result of this Proposal, the Services, or the failure to perform the Services, regardless of whether the claim is brought in contract, tort, estoppel, negligence, strict liability, or any other theory of recovery.  In addition, the maximum liability of Cedar Path to Client and all other persons, collectively, related in any way to this Proposal shall not exceed the Fees actually received by Cedar Path pursuant to this Proposal.

Indemnity against Third Party Claims.  Client shall defend and indemnify Cedar Path and its managers, members, employees, contractors, and agents from and against any third party claims, losses, and damages, and any related expenses incurred by Cedar Path including reasonable attorney’s fees and costs of investigation and defense, arising from or relating in any way to the Services or this Proposal.

Governing Law and Dispute Resolution. This Proposal and the relationship between Client and Cedar Path is governed by the laws of the State of Texas (excluding its conflicts of law principles), and the exclusive jurisdiction and venue for any dispute between Client and Cedar Path shall be in the courts, state or federal as they may have subject matter jurisdiction, sitting in Travis County, Texas.