This is not therapy, nor is this a substitute for therapy.
This AGREEMENT is made between the purchaser ("Client"), and Rachel Wood ("Contractor"), together (the “Parties”).
- Services to Be Performed
Contractor agrees to perform the following services: AI training to be used as internal guidance for the Client. Any change to the scope of services must be in writing and signed by both Parties. Any additional services must be mutually agreed upon by the Parties in writing and will be subject to additional fees.
Contractor is experienced in providing the type of services necessary for these Projects and has exclusive authority to determine the methods by which the Projects are completed. Contractor shall be free to work at such locations and times as they choose, but shall be required to meet the deadlines set by Client.
- Compensation and Expenses
In consideration for the services to be performed by Contractor, Client agrees to pay Contractor a fixed, non-refundable fee of $220 USD (the “Fee”) for the Services. The Fee is due and payable in full immediately. Contractor shall have no obligation to begin performance until the Fee has been received in cleared funds.
- Independent Contractor Status
Contractor is an independent contractor, and shall not be deemed Client's employee. Contractor has the right to perform services for third parties during the term of this Agreement. Contractor has the sole right to control and direct the means, manner, and method by which the services required by this Agreement will be performed.
- State and Federal Taxes
Client will not:
- withhold FICA (Social Security and Medicare taxes) from Contractor's payments or make FICA payments on Contractor's behalf
- make state or federal unemployment compensation contributions on Contractor's behalf, or
- withhold state or federal income tax from Contractor's payments.
Contractor shall pay all taxes incurred while performing services under this Agreement—including all applicable income taxes and self-employment (Social Security) taxes. Upon demand, Contractor shall provide Client with proof that such payments have been made.
- Fringe Benefits
Contractor understands that neither Contractor nor Contractor's employees or contract personnel are eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of Client.
- Unemployment Compensation
Client shall make no state or federal unemployment compensation payments on behalf of Contractor or Contractor's employees or contract personnel. Contractor will not be entitled to these benefits in connection with work performed under this Agreement.
- No Warranty
Contractor provides advisory and consulting services related to artificial‑intelligence (AI) technologies and strategy and does not design, build, deploy, or operate Client’s AI systems. All analyses, recommendations, and assessments (collectively, "Advice") are based on information available at the time and Contractor’s professional judgment. Because AI technologies and regulations evolve rapidly, Contractor makes no representation or warranty that (i) the Advice is exhaustive or error‑free, (ii) any specific commercial, technical, or legal result will be achieved, or (iii) any AI system selected, configured, or operated by Client will perform without fault.
Client agrees that Contractor’s services do not constitute legal advice.
- Indemnification
12.1 Contractor (“Indemnifying Party”) shall defend, indemnify, and hold harmless Client, its affiliates, officers, directors, and employees (“Indemnified Parties”) from and against any third-party claim, demand, suit, or proceeding (“Claim”) to the extent arising out of:
(a) Contractor’s gross negligence or willful misconduct; or
(b) an allegation that Contractor Materials, as provided to Client and used in accordance with this Agreement, infringe or misappropriate any United States patent, copyright,
trademark, or trade secret.
12.2 Client shall defend, indemnify, and hold harmless Contractor and its Indemnified Parties from and against any Claim to the extent arising out of:
(a) Client’s gross negligence or willful misconduct; or
(b) an allegation that Client Materials, as provided to Contractor, infringe or misappropriate
any United States patent, copyright, trademark, or trade secret.
The Indemnified Party shall:
(i) promptly notify the Indemnifying Party in writing of any Claim (delay will relieve the
Indemnifying Party of its obligations only to the extent prejudiced);
(ii) allow the Indemnifying Party sole control of the defense and settlement of the Claim
(provided any settlement fully releases the Indemnified Party and does not impose
non-monetary obligations on it without consent); and
(iii) cooperate reasonably at the Indemnifying Party’s expense.
THE INDEMNIFYING PARTY’S AGGREGATE LIABILITY FOR INDEMNITY OBLIGATIONS UNDER THIS SECTION IS SUBJECT TO THE LIMITATION OF LIABILITY IN SECTION 13.
The indemnity in Sections 12.1(b) and 12.2(b) does not apply to Claims arising from (a) modifications not made by the Indemnifying Party, (b) combination with items not supplied by the Indemnifying Party, or (c) use of materials after the Indemnifying Party has notified the Indemnified Party to cease such use.
- Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY, CONTRACTOR’S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL NOT EXCEED, IN THE AGGREGATE, THE FEES ACTUALLY PAID BY CLIENT TO CONTRACTOR UNDER THE STATEMENT OF WORK GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT FIRST GIVING RISE TO LIABILITY.
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS INTERRUPTION), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
These limitations shall not apply to: (a) a Party’s gross negligence or willful misconduct; (b) a Party’s breach of Section 10 (Confidentiality); or (c) Contractor’s indemnity obligations for third-party intellectual-property claims under Section 12 (Indemnification).
- Force Majeure
Neither Party shall be liable for any delay or failure to perform its obligations (except payment obligations) under this Agreement due to causes beyond its reasonable control, including acts of God, fire, flood, earthquake, pandemic, war, terrorism, civil unrest, governmental action, labor disputes, utility or Internet failures, or other events of similar magnitude (“Force-Majeure Event”), provided that the affected Party (a) promptly notifies the other Party in writing, (b) uses commercially reasonable efforts to mitigate the impact, and (c) resumes performance as soon as practicable. If the event continues for more than sixty (60) days, either Party may terminate the Agreement.
- Applicable Law
This Agreement will be governed by the laws of the State of Colorado, without giving effect to conflict of laws principles.
- Resolving Disputes
If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help of a mutually agreed-upon mediator in Colorado. Any costs and fees other than attorney fees associated with the mediation shall be shared equally by the parties. If it proves impossible to arrive at a mutually satisfactory solution through mediation, the parties agree to submit the dispute to a mutually agreed-upon arbitrator in Colorado. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction to do so. Costs of arbitration, including attorney fees, will be allocated by the arbitrator.
- Entire Agreement
This Agreement, constitutes the entire agreement between Contractor and Client. This Agreement may be modified only in writing signed by both parties.
- Assignment and Delegation
Contractor or Client may assign rights and may delegate duties under this Agreement.
- No Partnership
This Agreement does not create a partnership relationship. Contractor does not have authority to enter into contracts on Client's behalf.
- Notices
All notices must be sent by email and are deemed received when transmitted without a bounce-back. Either Party may change its notice email by emailing the new address to the other Party.