Consulting Services Terms & Conditions
Last modified: December 23, 2025
These Consulting Services Terms & Conditions (“Agreement”) are entered into by Social Factor (“Company”) and the entity or person agreeing to these terms (“Consultant”) and govern the services provided to Social Factor by the Consultant.
If the Consultant (as defined in the Statement of Work) executed a separate written agreement governing the products or services for the Statement of Work, then that separate agreement will apply instead of these Terms and Conditions.
This Agreement is effective when the Consultant signs the Statement of Work (the “Effective Date”). If you are accepting on behalf of the Consultant, you represent and warrant that (i) you have full legal authority to bind the Consultant to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of the Consultant, to this Agreement.
Engagement of Services. Company hires Consultant for services defined in a signed Statement of Work (SOW). This Agreement governs all SOWs; the Agreement controls in case of conflict unless the SOW explicitly supersedes it. Consultant warrants services will be timely, professional, and workmanlike, and deliverables will meet SOW, documentation, and sample requirements. Consultant agrees not to use or disclose any third-party confidential/proprietary information to Company without authorization, and is solely responsible for obtaining releases for any pre-existing copyrighted or proprietary material used in deliverables.
Compensation; Timing; Limitations. Company will pay Consultant the fee specified in each Statement of Work (SOW) for services. Company will reimburse approved, documented, out-of-pocket expenses within thirty (30) days of receiving Consultant’s invoice and adequate supporting documentation. Upon termination, Consultant is paid fees per the SOW(s) and reimbursed only for properly incurred, pre-approved expenses. Company is not liable for taxes Consultant fails to invoice. Company may withhold good faith disputed amounts without breach. Consultant must not invoice until Company accepts the Services or Deliverables per the SOW, and Company has no obligation to pay fees not invoiced within sixty (60) days of being incurred. This Section 2 is the Consultant’s sole compensation; no other payments, reimbursements, royalties, or consideration are due. IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE PREVIOUS 12 MONTH FEES DUE TO BE PAID TO CONTRACTOR HEREUNDER.
Independent Contractor Relationship. Consultant is an independent contractor, not an employee, and this Agreement does not create a partnership, agency, or joint venture. Consultant is ineligible for Company employee benefits (e.g., health insurance, retirement). Consultant cannot contractually bind the Company unless authorized in writing. Consultant is solely responsible for filing and paying all taxes related to services and fees, maintaining expense records, and no compensation will be subject to Company withholding. If legally determined to be an employee, works otherwise exempt from assignment become non-assignable Company Innovations subject to the Company’s license. Consultant must indemnify the Company for any liabilities (including taxes and legal fees) resulting from a determination that Consultant is not an independent contractor.
Disclosure and Assignment of Work Resulting from Statements of Work.
Disclosure and Assignment of Company Innovations. Consultant must keep adequate records of all Company Innovations, which belong to and must be promptly disclosed to Company. Consultant warrants Company Innovations are free of liens. Consultant irrevocably assigns all right, title, and interest in Company Innovations to Company (or its designee) at the time of conception, creation, etc. To the extent assignment is not possible, Consultant grants Company an exclusive, royalty-free, transferable, irrevocable, worldwide, fully paid-up license (with sublicense rights) to fully use and exploit such non-assignable rights. To the extent neither assignable nor licensable, Consultant irrevocably waives and agrees not to assert those rights against Company or its successors/customers. If a Consultant is a legal entity and a Company Innovation is a “work made for hire” as defined in subclause (2) under Section 101 of the Copyright Law of the United States (Title 17 of the United States Code, as may be amended from time to time), the Company owns it as such.
Assistance. Consultant agrees to assist Company, now and in the future, in obtaining and enforcing all worldwide rights and title to the Company Innovations, at Company’s expense. If Company cannot secure Consultant’s signature for any necessary document (for filing, prosecuting, registering, or assigning rights), Consultant irrevocably appoints Company’s authorized officers and agents as attorneys-in-fact to act on Consultant’s behalf. This power is coupled with an interest and is irrevocable..
Consultant Out-of-Scope Innovations. If Consultant incorporates or permits to be incorporated any Innovations relating in any way, at the time of conception, reduction to practice, creation, derivation, development or making of the Innovation, to Company’s business or actual or demonstrably anticipated research or development but which were conceived, reduced to practice, created, derived, developed or made by Consultant (solely or jointly) either unrelated to Consultant’s work for Company under this Agreement or prior to the Effective Date (collectively, the “Out-of-Scope Innovations”) into any of the Company Innovations, then Consultant hereby grants to Company and Company’s designees a royalty-free, transferable, irrevocable, worldwide, fully paid-up license (with rights to sublicense through multiple tiers of sublicensees) to fully use, practice and exploit all patent, copyright, moral right, mask work, trade secret and other intellectual property rights relating to the Out-of-Scope Innovations. Notwithstanding the foregoing, Consultant agrees that Consultant shall not incorporate, or permit to be incorporated, any Innovations conceived, reduced to practice, created, derived, developed or made by others or any Out-of-Scope Innovations into any Company Innovations without Company’s prior written consent.
Assignment by Employees of Consultant. Consultant covenants, represents and warrants that each of Consultant’s employees who perform services under this Agreement has or will have prior to performing any services a written agreement with Consultant that provides Consultant with all necessary rights to fulfill its obligations under this Agreement, including but not limited to the obligations of this Section 4.
Confidentiality.
Definition of Confidential Information. “Confidential Information” includes all technical and non-technical information related to the Company’s business, products, or services (current, future, or proposed), including Company Innovations, Company Property, and information concerning research, development, design, finances, procurement, engineering, manufacturing, customer lists, business forecasts, sales, marketing, business plans, pricing, compensation, and all Personal Information/Data. It also includes information received from others that the Company is obligated to treat as confidential. This applies whether or not the information is marked as “confidential” or “proprietary.”
Nondisclosure and Nonuse Obligations. Consultant agrees not to use or disclose Company’s Confidential Information (CI) to any third party, except as permitted herein or in Section 11. Consultant may use CI solely to perform Statements of Work for Company’s benefit and must use at least reasonable care, treating CI with the same degree of care as its own. If not an individual, Consultant must only disclose CI to employees on a need-to-know basis who are bound by terms equally protective as this Agreement. Consultant must immediately notify Company of any unauthorized use or disclosure and assist in remedying it. Consultant will not provide Company with third-party proprietary information. Consultant will only copy CI as required for services, reproducing all proprietary notices. Consultant will not remove or export CI or its direct product from the U.S., except as provided in the DPA and in compliance with all applicable U.S. and foreign export laws and regulations. Consultant remains bound by any prior non-disclosure agreement with Company, with conflicts resolved to maximize protection of Company’s CI.
Processing of Personal Data. Consultant must only use Personal Data obtained directly from Company unless a separate written agreement is executed. Consultant agrees that such Services shall be additionally governed by the terms of the Data Processing Addendum for Social Factor clients located at https://socialfactor.com/consultantdpa/, the terms of which are incorporated herein by reference.
Exclusions from Nondisclosure and Nonuse Obligations. Consultant is not obligated under Section 5.2 regarding Confidential Information if Consultant can prove it: (a) entered the public domain without Consultant’s fault; (b) was already rightfully possessed by Consultant without confidentiality obligation; or (c) was independently developed by Consultant’s employees without using the Company’s Confidential Information. Consultant’s disclosure of Confidential Information (a) due to a valid court or government order, or (b) as otherwise required by law, is not a breach or waiver, provided Consultant gives Company prompt prior written notice to seek a protective order. This Agreement does not limit Consultant’s ability to provide truthful information to any government agency about potentially unlawful conduct.
Security Practices. Consultant warrants it has and will maintain an information security program (including policies and processes) to ensure system security, processing, integrity, confidentiality, and privacy. Consultant agrees to implement industry standard encryption or pseudonymization for Personal Information and other sensitive data (e.g., financial accounts, government IDs, encryption keys, passwords) to mitigate unauthorized access/disclosure risk. Consultant’s security practices must always be at least as protective as those in Company’s security policy (Exhibit B, as amended). In case of conflict, this Agreement’s provisions govern.
Security Breach. In case of a Security Breach (unauthorized data collection, use, access, disclosure, or modification), Consultant must immediately notify the Company, within 24 hours of discovery. This notice must detail the breach, investigation status, potential persons affected, data type, and any other information the Company reasonably requests. Consultant will not communicate with third parties about the breach unless legally required (with prompt notice to Company) or specified by the Company. Consultant agrees to promptly and at its own expense investigate, prevent, mitigate effects, and carry out necessary recovery, including notifying affected individuals if legally obligated or requested by the Company (with prompt notice). Consultant must also reasonably cooperate with the Company to determine its legal notification obligations to clients, Personnel, individuals, regulators, and/or law enforcement, providing necessary documentation.
Access to Company Systems. Consultant’s access to Company software, hardware, or systems (“Company Systems”) is solely for providing Services and is limited to what Company authorizes in the SOW or otherwise in writing. Consultant must comply with all Company data security and information protection policies and standards, and may only use Company Systems during authorized times and by authorized personnel. Unauthorized use is prohibited. Consultant warrants adequate security measures to prevent access from impairing Company Systems’ integrity and availability. If granted access to Company facilities, Consultant must follow Company’s safety and other policies and is liable for its acts/omissions, including personal injury or property damage. Consultant may not collect data from Company clients, Personnel, websites, products, services, or Company Systems unless expressly in the SOW. Consultant will not attempt to reidentify deidentified or anonymized data, or use any Company data (including Personal Data or client data) to (a) identify/contact any specific individual, (b) for behavioral advertising/retargeting, or (c) to amass or add to any specific individual’s profile.
Ownership and Return of Confidential Information and Company Property. All Confidential Information and Company-furnished materials (software, equipment, documents, Personal Information, etc.), including items Consultant creates during the service (collectively, “Company Property”), are Company’s or its suppliers’/customers’ exclusive property. Consultant must keep all Company Property at Consultant’s premises unless Company provides written permission otherwise. Within five (5) days of Company’s request, Consultant must, at Company’s option, destroy or deliver all Company Property and all materials containing Confidential Information, including any copies. Consultant will provide Company a written certification of compliance with these obligations.
Indemnification. Consultant will indemnify Company against all third-party claims, suits, and losses related to (i) allegations that Consultant’s deliverables infringe on any third party’s intellectual property, privacy, publicity, or other rights; (ii) Consultant’s negligence or other act/omission, including any breach of this Agreement; or (iii) any breach of this Agreement by Consultant.
Use of Personnel; Conformance with Standards, Laws and Practices; Audit Rights.
Use of Personnel. If the Agreement permits subcontracting, including to an affiliate, or using additional personnel, Consultant must obtain Company’s prior written approval for all such parties. Approved parties must execute an agreement with terms similar to this Agreement, including the DPA. Any Consultant personnel, subcontractor, or third party with access to Company data/systems or working at Company/client facilities must first pass a background check (criminal history, SSN/ID verification, national criminal records, sex offender list, global watchlist, address history, and education/employment verification), reasonable for the role and compliant with applicable law. Additional Company requirements may be specified in an SOW. Consultant remains fully liable for all actions and omissions of its employees and subcontractors, including affiliates.
Conformance with Standards and Laws. Consultant must perform services with due care, adhering to the highest professional standards and applicable laws. Consultant warrants that all engaged parties, including affiliates, will meet the same standards.
Conformance with Policies. While on Company premises or performing services, Consultant (and personnel) must follow Company’s conduct, health, safety, and property protection policies. When delivering services to Company’s customers or partners, Consultant may be required, upon direction, to comply with or enter into additional terms or policies specific to the customer/partner (e.g., related to asset use, security, background checks, travel, IP assignment, or enhanced confidentiality). Consultant will not unreasonably refuse to agree to such additional terms.
Audit Rights and Assistance. Company may audit Consultant with reasonable notice to verify compliance. Consultant must maintain complete and accurate records related to Services, fees, and compliance for three years after this Agreement ends. Company or its designee may audit these records during regular business hours with reasonable advance notice and confidentiality. Consultant also agrees, at its own expense, to assist Company in complying with Privacy Laws, considering the nature of processing, which may include responding to privacy rights requests regarding Personal Information processed by Consultant.
Non-Exclusive Engagement; No Conflict of Interest; Non-Circumvention. This is a non-exclusive engagement, but during the term, Consultant will not accept conflicting work. Consultant warrants no existing obligations conflict with this Agreement, and agrees to indemnify Company against third-party claims of breach. Recognizing exposure to Company’s Confidential Information and clients, Consultant agrees that for the term of this Agreement and one year after any project, they will not provide services to, seek or accept employment from Company clients they worked with, without Company’s prior written consent. Consultant also agrees not to employ, retain, solicit, or induce any Company employee or affiliate to leave their employment for the Term and 12 months thereafter.
Term and Termination.
Term; Renewal. This Agreement begins on the Effective Date and lasts for one year (“Term”), unless terminated earlier. The Parties may renew the Term for successive one-year periods with signed written consent.
Termination. Either party can terminate this Agreement with ten (10) days’ written notice. The Company may terminate immediately, without notice, if the Consultant: (i) materially breaches the Agreement; (ii) becomes insolvent or bankrupt; (iii) is subject to an involuntary bankruptcy/liquidation proceeding not dismissed within 90 days; (iv) assigns for the benefit of creditors; or (v) if a court determines either party is excused or prohibited from full performance, including rejection under 11 U.S.C. §365.
Effect of Expiration or Termination. Upon expiration or termination of this Agreement, Company shall pay Consultant for completed services rendered through termination date per the SOW (or pro-rata portion of such fee, as applicable). The definitions contained in this Agreement and the rights and obligations contained in this Section, as well as Sections 2 (Compensation; Timing; Limitations), 3 (Independent Contractor Relationship), 4 (Disclosure and Assignment of Work Resulting from Statements of Work), 5 (Confidentiality), 6 (Ownership and Return of Confidential Information and Company Property), 7 (Indemnification), 8 (Use of Personnel; Conformance with Standards, Laws and Practices; Audit Rights), 9 Non-Exclusive Engagement; No Conflict of Interest; Non-Circumvention), and 12 (General Provisions), and any addendum or Exhibit, will survive any termination or expiration of this Agreement.
Defend Trade Secrets Act. Pursuant to the Defend Trade Secrets Act of 2016, if the Consultant is an individual, they have no criminal or civil liability under any trade secret law for disclosing a trade secret if the disclosure is (A) made confidentially to a government official or attorney solely to report or investigate a suspected violation of law; or (B) made in a sealed court filing or other legal proceeding. If the Consultant sues for retaliation for reporting a suspected violation of law, they may disclose the trade secret to their attorney and use it in court, provided they (X) file any document containing the trade secret under seal and (Y) do not disclose it except by court order.
General Provisions.
Insurance. Consultant agrees to obtain and maintain all necessary licenses and insurance to lawfully perform services under this Agreement, and to cause its approved subcontractors and affiliates to do the same. Upon request, Consultant will provide to Client certificate(s) of insurance and copies of the policies evidencing the coverage required under this Section and adding Company and its affiliates as an additional insured.
Successors and Assigns. Consultant may not assign rights or delegate performance, including subcontracts, without Company’s prior written consent. All assignments, voluntary or involuntary (including by merger, dissolution, operation of law, or change of control), are prohibited. A change of control is deemed an assignment, and “merger” includes any merger Consultant participates in. Any unauthorized assignment or delegation is void. This Agreement benefits Company’s successors and assigns and binds Consultant’s successors and permitted assignees.
Injunctive Relief. Consultant’s obligations under this Agreement are of a unique character that gives them particular value; Consultant’s breach of any of these obligations will cause irreparable and continuing damage to Company for which money damages are insufficient, and Company is entitled to injunctive relief, a decree for specific performance, and all other relief as may be proper (including money damages if appropriate), without the need prove actual damages or to post a bond.
Notices. All required notices must be written and delivered as follows, with notice deemed given upon: (a) personal delivery; (b) overnight courier, upon written verification of receipt; (c) facsimile, upon acknowledgment of electronic receipt; (d) email, effective upon the earlier of sender receiving an automated delivery confirmation or one hour after sending (unless sender receives a non-delivery message), provided that if delivery or receipt is not on a business day or is after 5:00 pm (addressee’s time), it is deemed received at 9:00 am the next business day; or (e) certified or registered mail, return receipt requested, upon verification of receipt. Notices should be sent to the initial address provided, or any updated address a party provides in writing.
Governing Law; Forum. This Agreement is governed by the laws of the United States and Texas, without regard to conflict of law principles. The parties irrevocably consent to the exclusive personal jurisdiction of federal and state courts in Travis County, Texas, for any disputes, except that jurisdiction is non-exclusive for enforcement actions. Equitable relief claims may be brought in any competent court. The prevailing party in any dispute resolution proceeding is entitled to recover its reasonable attorneys’ fees, expert witness fees, and costs.
Severability. If a court of law holds any provision of this Agreement to be illegal, invalid or unenforceable, (a) that provision shall be deemed amended to achieve an economic effect that is as near as possible to that provided by the original provision and (b) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected.
Waiver; Modification. If Company waives any term, provision or Consultant’s breach of this Agreement, such waiver shall not be effective unless it is in writing and signed by Company. No waiver by a party of a breach of this Agreement shall constitute a waiver of any other or subsequent breach by Consultant. This Agreement may be modified only by mutual written agreement of authorized representatives of the parties.
Entire Agreement; Counterparts; Doing Business Electronically. This Agreement, including its Exhibits, is the final and exclusive agreement between the parties concerning this subject matter, superseding all prior or contemporaneous agreements, written or oral. It may be executed in counterparts, each considered an original, collectively forming one instrument. Facsimile, digital, and .pdf signatures are valid, binding, and equivalent to original handwritten signatures for all purposes, including validity, enforceability, and admissibility, in accordance with applicable electronic signature laws. Each party consents to their use and may conclusively rely on any electronic, faxed, scanned, or photocopied signature of the other party without verification.
Definitions
“Agreement” means these Terms & Conditions.
“Company” means Social Factor, Inc.
“Company Innovations” are Innovations the Consultant creates, conceives, develops, or reduces to practice, solely or jointly, under a Statement of Work. All services and deliverables provided by the Consultant are considered Company Innovations.
“Company Property” means any Confidential Information and Company-furnished materials (software, equipment, documents, Personal Information, etc.), including items Consultant creates during the service.
“Company Systems” means Company software, hardware, or systems.
“Confidential Information” includes all technical and non-technical information related to the Company’s business, products, or services (current, future, or proposed), including Company Innovations, Company Property, and information concerning research, development, design, finances, procurement, engineering, manufacturing, customer lists, business forecasts, sales, marketing, business plans, pricing, compensation, and all Personal Information/Data. It also includes information received from others that the Company is obligated to treat as confidential. This applies whether or not the information is marked as “confidential” or “proprietary.”
“Consultant” means the entity or person agreeing to these terms.
“Effective Date” means when the Consultant signs the Statement of Work.
“Innovations” includes all discoveries, designs, developments, improvements, inventions, works of authorship, information, trade secrets, know-how, ideas, mask works, trademarks, service marks, trade names, and trade dress, regardless of whether they are legally protectable or novel. “Out-of-Scope Innovations”)
“Personal Data” means any identifying or linkable data about a person or household (e.g., name, address, SSN) accessible to Consultant through this Agreement.
“Term” means this Agreement begins on the Effective Date and lasts for one year.
Previous Versions
Last modified December 23, 2025