Master Terms and Conditions
Version 1.1 | Effective 31 August 2026 (supersedes v1.0, effective 14 July 2026)
CoCreators Group edition. CoCreators Group is a dba of Harmony Group, Inc. This is the same Version 1.1 instrument published at harmonygroup.vip/master-terms/; the two pages are identical in substance and neither is a separate agreement.
These Master Terms and Conditions (the “Terms”) govern the Services that Harmony Group, Inc. dba CoCreators Group, a Florida corporation, at 2637 East Atlantic Blvd, #1321, Pompano Beach, FL 33062 (“Harmony Group”), performs for its customers.
“Effective Date” means the date a customer (the “Customer”) first executes a Statement of Work incorporating these Terms. From that date these Terms bind Harmony Group and that Customer, each a “party” and together the “Parties.”
What changed in v1.1 (31 August 2026). v1.1 brings fundraising and nonprofit advisory terms into these Terms so a single document governs a nonprofit engagement. It adds Section 23 (Nonprofit and Fundraising Advisory Services), carves Donor Data out of the Section 7.7 license, and limits AI processing of Donor PII in Section 8.4(e). A separate Nonprofit Engagement Rider is no longer required for these points. Definitions 2.11 to 2.13 are added.
1. Scope and Statements of Work
1.1 Purpose. These Terms govern the Services and Deliverables Harmony Group provides under one or more Statements of Work. They do not themselves commit either party to any project, fee, or schedule; a Statement of Work does that.
1.2 Statements of Work. The Parties shall sign a separate Statement of Work for each engagement, incorporated into these Terms by reference on execution. Each Statement of Work shall: (i) be in writing in Harmony Group’s standard form, or as the Parties agree; (ii) reference these Terms by name and version and confirm the Customer has received and read them; (iii) be numbered consecutively; and (iv) be signed by authorized representatives of both Parties under Section 4.
1.3 No work outside a Statement of Work. Harmony Group need not perform, and the Customer need not pay for, Services or Deliverables not described in an executed Statement of Work or approved Change Order.
1.4 One signature. These Terms are complete on their own. They contain the Parties’ entire agreement on confidentiality (Section 8) and on ownership of Background IP and Deliverables (Section 7), and depend on no separate non-disclosure agreement. The Customer signs one document: the Statement of Work. Signing it binds the Customer to these Terms in full, including Sections 7 and 8.
2. Definitions
These Terms define every term they use and borrow no definition from any other agreement.
2.1 “Purpose” means performing and receiving the Services and Deliverables under the Statements of Work, and scoping, negotiating, and evaluating further Services between the Parties.
2.2 “Confidential Information” means (a) either party’s products, in any form; (b) any authorization keys or passwords; (c) documentation, diagrams, specifications, processes, roadmaps, development plans, and pricing; and (d) any other business or technical information the receiving party knows or should reasonably understand to be confidential or trade-secret. A party’s Background IP disclosed to the other party is that party’s Confidential Information, protected under Section 8.
2.3 “AI System” means any artificial intelligence, machine learning, large language model, or generative or agentic AI service, whether hosted, embedded, or local, that ingests, processes, or generates content based on inputs.
2.4 “Discloser” and “Recipient” mean the party disclosing and the party receiving Confidential Information, each including its Affiliates (any direct or indirect subsidiary, parent, or corporate affiliate) involved in the Purpose. Each party is Discloser as to its own Confidential Information and Recipient as to the other’s.
2.5 “Background IP” means, for each party, all materials, tools, software, source code, system and solution architectures, infrastructure designs, methodologies, processes, know-how, templates, checklists, reference implementations, prompts, model and agent configurations, and frameworks that: (i) it owns, licenses, or controls as of the Effective Date; (ii) it develops or acquires independently of the Contract Documents, before, during, or after their term, without use of the other party’s Confidential Information; or (iii) are of general application to its business and not specific to the other party. Background IP includes all intellectual property rights in the foregoing and all improvements, adaptations, and derivative works of a party’s own Background IP.
2.6 “Services” means the activities Harmony Group performs for the Customer under a Statement of Work, which may include assessment, architecture, design, planning, configuration, consulting, advisory, implementation leadership, education, or training.
2.7 “Deliverables” means the work product a Statement of Work expressly requires Harmony Group to deliver, in the form delivered. Deliverables do not include Background IP, whether or not it is described, embodied, incorporated, configured, or otherwise made visible in a Deliverable. This restates Section 7.2 and does not alter it.
2.8 “Change Order” means an agreed change to the Deliverables, Services, fees, schedule, or any other material aspect of a Statement of Work, made under Section 6.
2.9 “Contract Documents” means, together, these Terms, each executed Statement of Work, and each approved Change Order.
2.10 “NDA” means a Mutual Non-Disclosure Agreement signed by the Parties, if any. These Terms neither require an NDA nor depend on one. Section 8.12 governs how the two are read together where an NDA exists.
2.11 “Nonprofit Customer” means a Customer that is a charitable, educational, religious, or other nonprofit organization, a foundation, or an association, where the Services relate to fundraising, development, advancement, or donor engagement. Section 23 applies only to a Nonprofit Customer.
2.12 “Donor Data” means information in any form, whether supplied by the Customer or created by Harmony Group in performing the Services, that identifies or relates to the Customer’s donors, prospective donors, grantors, sponsors, or members, or to the gifts, pledges, wealth indicators, or engagement history of any of them.
2.13 “Donor PII” means Donor Data that identifies, or that with other information reasonably available is likely to identify, a specific natural person or organization.
3. Order of Precedence
3.1 The Contract Documents are (i) these Terms and (ii) each executed Statement of Work with any Change Order approved under it. Where they conflict, the following order governs.
3.2 Sections 7 and 8 sit above the rest. No Statement of Work, Change Order, or other instrument overrides Section 7 (Intellectual Property) or Section 8 (Confidentiality). Each carries its own lock (Section 7.11 and Section 8.11), which are the operative provisions. They apply independently of this Section 3 and do not depend on it. Striking, waiving, or amending this Section 3 releases neither lock. This Section 3.2 is a signpost, not the lock.
3.3 A Statement of Work governs over these Terms only as to scope, Deliverables, acceptance criteria, schedule and milestones, fees, payment schedule, assumptions, Customer dependencies, out-of-scope items, and any minimum term or extended notice period for termination for convenience it expressly states. As to every other subject, these Terms govern.
3.4 A Statement of Work provision purporting to vary intellectual property, confidentiality, warranties, indemnification, limitation of liability, insurance, term and termination, governing law, venue, or this Section 3.4 itself, is void unless it expressly identifies by number the provision of these Terms it varies and is signed by an authorized representative of each party under Section 4.
3.4.1 This Section 3.4 is a floor, not a ceiling. It does not reduce or substitute for Section 7.11 or Section 8.11. Where a provision touches Section 7 or Section 8, both this Section 3.4 and the applicable lock must be satisfied, and naming another Section does not satisfy that lock. Where they differ, the lock governs.
3.5 Where two executed Statements of Work conflict, the later-dated one governs, and only as to the Services it describes.
3.6 No purchase order, invoice, vendor portal term, click-through, or other document issued by either party forms part of the Contract Documents. Any additional or conflicting term in it is void, even if signed or acknowledged.
4. Authority to Bind and Execution
4.1 Authority. Each person signing these Terms, a Statement of Work, or a Change Order represents and warrants that they are authorized to bind the entity for which they sign, with no further approval or countersignature required.
4.2 Effectiveness. These Terms take effect when the Customer first executes a Statement of Work incorporating them, and then govern that and every later Statement of Work. The Customer is not asked to sign these Terms separately. A Statement of Work takes effect only on execution by authorized representatives of both Parties, and Harmony Group need not begin work before that.
4.3 Change authority. Each party names in the Statement of Work one individual authorized to approve Change Orders on its behalf. A Change Order approved in writing by both binds the Parties without further formality. Either party may change its designee by notice under Section 19.
4.4 Counterparts and electronic signature. The Contract Documents may be executed in counterparts and delivered by email or electronic signature, each deemed an original and together one instrument. An electronic signature has the same effect as a handwritten one.
5. Fees, Invoicing, and Payment
5.1 Fees. Fees are stated in the applicable Statement of Work. Unless it says otherwise, fees are fixed and not based on hours worked, and Harmony Group need not keep or produce timesheets for fixed-fee Services.
5.2 Invoicing. Harmony Group invoices per the payment schedule in the Statement of Work. Where it is silent, Harmony Group may invoice fifty percent (50%) on execution and fifty percent (50%) on delivery of the final Deliverable. For a shorter engagement, a Statement of Work may instead provide for one hundred percent (100%) billed up front on execution.
5.3 Payment terms. The Customer shall pay each undisputed invoice within fifteen (15) days of receipt.
5.4 Disputed amounts. To dispute an invoiced amount in good faith, the Customer shall notify Harmony Group in writing within ten (10) days of receipt, stating the amount and reason with reasonable specificity, and shall pay the undisputed balance on time. An amount not disputed within that window is deemed undisputed.
5.5 Late payment. Undisputed amounts unpaid when due accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, until paid. The Customer shall reimburse Harmony Group’s reasonable collection costs, including reasonable legal fees.
5.6 Suspension for non-payment. If an undisputed invoice remains unpaid for ten (10) business days after written notice, Harmony Group may suspend performance, withhold Deliverables, and suspend any license under Section 7 until paid in full. Suspension is not a breach by Harmony Group; schedule dates extend day for day, and Harmony Group may charge a reasonable remobilization fee.
5.7 Expenses. Pre-approved out-of-pocket expenses are reimbursed at cost. Harmony Group shall obtain written approval before incurring any reimbursable expense.
5.8 Taxes. Fees exclude sales, use, VAT, GST, and similar transaction taxes, which the Customer bears. Each party pays its own income taxes.
5.9 No invoicing deadline. Harmony Group’s right to invoice and collect any amount properly due is not waived by delay in invoicing, subject only to the applicable statute of limitations.
6. Change Orders
6.1 Scope changes. Work outside a Statement of Work’s scope proceeds only under a Change Order signed by the change authorities named under Section 4.3.
6.2 Procedure. Either party may request a Change Order in writing. Harmony Group shall state the impact on fees and schedule within five (5) business days, in enough detail for the Customer to judge it, and the Parties shall negotiate in good faith.
6.3 Pending agreement. While a Change Order is under discussion, Harmony Group continues to perform and the Customer continues to pay as if the change had not been requested.
6.4 Stalled change. If a Change Order either party reasonably considers material remains unagreed for thirty (30) days, either party may terminate the affected Statement of Work under Section 16.4, and Section 16.6 applies.
7. Intellectual Property: Background IP and Deliverables
7.1 Background IP stays with its owner. Each party’s Background IP is and remains its sole and exclusive property. Nothing in the Contract Documents assigns, transfers, or grants ownership of a party’s Background IP to the other. Disclosure, delivery, demonstration, description, or use of Background IP grants no ownership interest. No assignment, joint ownership, or work-made-for-hire treatment of Background IP arises, by implication, estoppel, or otherwise.
7.2 Deliverables do not carry Background IP across. Notwithstanding any other provision, nothing in the Contract Documents, and no disclosure, delivery, demonstration, or description of Background IP, assigns or grants ownership of a party’s Background IP to the other, even where it is described, embodied, incorporated, configured, or otherwise made visible in any Deliverable, report, analysis, specification, blueprint, or other work product. That a work product is prepared for, requested by, paid for by, or delivered to a party does not convert the other party’s Background IP within it into the first party’s property. A party’s Background IP disclosed to the other remains that party’s Confidential Information under Section 8. This Section governs ownership, not confidentiality.
7.3 Customer ownership of Deliverables. Subject to Sections 7.1, 7.2, and 7.4, and conditional on Harmony Group’s receipt of all fees due under the applicable Statement of Work, Harmony Group assigns to the Customer its right, title, and interest in the Deliverables to the extent they are specific to the Customer and created for the Customer under that Statement of Work. Until all such fees are paid in full, Harmony Group retains all right, title, and interest, and the Customer has no license to use them.
7.4 What the Customer does not acquire. The assignment in Section 7.3 does not extend to, and the Customer acquires no ownership of, the following, all Harmony Group Background IP: system and solution architectures; infrastructure and environment design patterns; the AI engineering harness and its configuration approach; agent specialist definitions, instructions, and orchestration patterns; methodologies, processes, and know-how; templates, checklists, and reference implementations; prompts and model configurations; and any material of general application to Harmony Group’s business rather than specific to the Customer.
7.5 License to Harmony Group Background IP. Where a Deliverable embodies Harmony Group’s Background IP, Harmony Group grants the Customer a perpetual, irrevocable, non-exclusive, non-transferable, non-sublicensable, royalty-free license to use it solely for the Customer’s internal business purposes and only as reasonably necessary to use the Deliverable for its intended purpose. No other license, express or implied, is granted. The Customer may not sell, distribute, sublicense, or otherwise commercially exploit Harmony Group’s Background IP, provide it to or operate it for a third party, or use it to create a competing product or service. Section 7.6 defines “internal business purposes.” The license takes effect on payment in full under Section 7.3 and survives termination or expiration.
7.6 What internal business purposes includes. The Customer’s “internal business purposes” include designing, building, operating, and maintaining the Customer’s own products, systems, and services under the Deliverables, and offering them to the Customer’s own customers. They do not include: (a) selling, distributing, sublicensing, or otherwise commercially exploiting Harmony Group’s Background IP as such, standalone or as a component; (b) providing it to, or operating it as a service for, a third party, except as part of the Customer’s own products and services above; (c) providing consulting, architecture, advisory, or implementation services to third parties using it; or (d) creating a product or service that competes with Harmony Group’s.
7.7 Customer materials, and the matching license to Harmony Group. The Customer’s Background IP, data, systems, source code, and materials remain the Customer’s property. The Customer grants Harmony Group a non-exclusive, royalty-free license to use them solely to perform the Services, for the term of the applicable Statement of Work. Where a work product delivered to Harmony Group embodies the Customer’s Background IP, the Customer grants Harmony Group a license in it on the same terms and limits as Section 7.5, read with Harmony Group in place of the Customer. Donor Data (Section 2.12) is excluded from the license in the preceding sentence and never operates under it. Harmony Group’s only license in Donor Data is the term-limited license in the first sentence of this Section: a non-exclusive, royalty-free license to use Donor Data solely to perform the Services, for the term of the applicable Statement of Work, revocable by the Customer on written notice as to any category of Donor Data, save that revocation does not require Harmony Group to undo work already performed. Donor Data is not Harmony Group Background IP under Section 2.5, and Harmony Group claims no ownership interest in it, whether or not Harmony Group created, enriched, scored, modeled, or structured it in performing the Services.
7.8 Residuals (mutual). Each party may use the general knowledge, skills, and experience retained in the unaided memory of its personnel who accessed the other party’s Confidential Information. “Unaided memory” means recollection without reference to any Confidential Information in tangible, electronic, or machine-readable form. This Section grants no license under any patent, copyright, or other registered right, and permits no deliberate memorization, note-taking, recording, or other act to retain Confidential Information for later use, and no use or disclosure of the other party’s trade secrets.
7.9 Moral rights. Harmony Group waives moral rights only to the minimum extent necessary to give effect to the assignment in Section 7.3, and only for Deliverables actually assigned under it.
7.10 Reservation of rights. Subject to this Section 7, all Confidential Information remains the Discloser’s sole and exclusive property. No intellectual property rights are granted except as the Contract Documents expressly state.
7.11 This Section can only be changed by a document that names it. No Statement of Work, Change Order, purchase order, invoice, vendor portal term, click-through, or other instrument, and no later agreement of any kind, alters, waives, or supersedes this Section 7 or any part of it, unless that instrument:
- (a) is in writing;
- (b) is signed by an authorized representative of each party under Section 4; and
- (c) expressly refers to this Section 7 by number and states that it varies it.
An instrument failing any of (a), (b), or (c) is void as to this Section 7, whatever else it says, and this Section 7 continues in full. This applies to Section 7.11 itself: a provision purporting to disapply, waive, or narrow it alters this Section 7 and is void unless it meets (a), (b), and (c). This Section 7 survives termination or expiration of these Terms and every Statement of Work, without time limit, independent of Section 3 or any other Section.
8. Confidentiality (Mutual)
8.1 The duty. Each party shall keep the other’s Confidential Information confidential and use it only for the Purpose.
8.2 Who may see it. Recipient may disclose Discloser’s Confidential Information only to its employees, contractors, and professional advisors (legal, financial, tax, and insurance) who need it for the Purpose and are bound by written or professional confidentiality obligations at least as protective as this Section. Recipient is responsible for their acts and omissions as its own.
8.3 Exceptions. Confidential Information excludes information that: (a) is or becomes public through no breach of these Terms; (b) was rightfully known to Recipient without restriction before disclosure; (c) is independently developed without use of Discloser’s Confidential Information; or (d) is rightfully received from a third party without restriction. Recipient may disclose if legally compelled, provided it gives Discloser reasonable advance written notice (where permitted), cooperates with efforts to obtain a protective order, and discloses only the portion required.
8.4 AI Systems (mutual).
(a) AI use is permitted, and is how Harmony Group works. Recipient may use AI Systems to analyze, summarize, evaluate, or otherwise process Discloser’s Confidential Information for the Purpose. The Customer acknowledges that Harmony Group performs the Services in substantial part using AI Systems, including multi-agent orchestration, and expressly consents.
(b) AI may not be used to copy the other party. Recipient shall not, and shall not permit any person or AI System to, use Discloser’s Confidential Information, by copying, derivation, inference, or AI-assisted analysis, to recreate, replicate, clone, disassemble, decompile, reverse engineer, or develop any software, service, product, algorithm, model, or feature substantially similar to or competitive with Discloser’s products or services.
(c) No training. Recipient shall not use Discloser’s Confidential Information to train, fine-tune, or improve any AI System. Any AI output derived from Confidential Information is itself Confidential Information under this Section.
(d) You own what your AI does. Recipient is fully responsible for any act or omission of any AI System it uses as its own. Harmony Group is responsible for its AI System output as its own work product, and nothing here relieves Harmony Group of the warranty in Section 9.1.
(e) Donor PII is excluded from AI processing by default (Nonprofit Customers). Where the Customer is a Nonprofit Customer (Section 2.11), Harmony Group shall not submit Donor PII (Section 2.13) to any AI System unless: (i) the Donor Data has first been de-identified, so that every direct identifier is removed or replaced with a token held only by Harmony Group and not supplied to the AI System, and the remaining fields are not, alone or in combination, reasonably likely to identify a specific person or organization; or (ii) the Customer has separately agreed in writing, identifying the AI System and the category of Donor Data. The general consent in Section 8.4(a) is not agreement under (ii). A Statement of Work may name the AI Systems permitted for an engagement and any additional restriction arising from the Customer’s own donor privacy policy, bylaws, a gift agreement, or a grant condition, and a restriction so stated binds Harmony Group. Section 8.4(c) (No training) is unaltered and applies to Donor Data in full.
8.5 Breach notification. Recipient shall promptly notify Discloser of any unauthorized use or disclosure and cooperate to mitigate harm.
8.6 Feedback. Feedback on a party’s products may be used by that party without royalty or attribution to improve them for commercial sale.
8.7 No warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.”
8.8 Destruction or return. On termination or expiration, or on Discloser’s written request, Recipient shall promptly destroy or return all of Discloser’s Confidential Information and copies. Either party may retain archival copies to meet data-retention requirements, subject to this Section while they exist. This Section does not require either party to surrender its own Background IP.
8.9 Injunctive relief (mutual). Each party acknowledges that unauthorized use or disclosure of Confidential Information, or any breach of Section 7 or this Section 8, may cause irreparable harm for which money damages are inadequate. The harmed party may seek immediate equitable relief, without posting bond or proving actual damages, to the extent permitted by law, in addition to any other remedy.
8.10 How long this lasts. Each party’s obligations, as to each item of Confidential Information, run for five (5) years from the date it is disclosed. Confidential Information that is a trade secret under applicable law remains protected for as long as it retains that status, with no time limit. This Section survives termination or expiration of these Terms and every Statement of Work.
8.11 This Section can only be changed by a document that names it. No Statement of Work, Change Order, purchase order, invoice, vendor portal term, click-through, or other instrument, and no later agreement of any kind, alters, waives, or supersedes this Section 8 or any part of it, unless that instrument:
- (a) is in writing;
- (b) is signed by an authorized representative of each party under Section 4; and
- (c) expressly refers to this Section 8 by number and states that it varies it.
An instrument failing any of (a), (b), or (c) is void as to this Section 8, whatever else it says, and this Section 8 continues in full. This applies to Section 8.11 itself: a provision purporting to disapply, waive, or narrow it alters this Section 8 and is void unless it meets (a), (b), and (c). The effect of this Section 8.11 does not depend on Section 3 or any other Section.
8.12 Where the Parties have also signed an NDA. These Terms do not require an NDA. Where the Parties have signed one, before or after the Effective Date, the NDA and this Section 8 are read together and neither cancels the other. Where they differ, the provision more protective of the Confidential Information or Background IP of the party it belongs to governs. Information disclosed under the NDA before the Effective Date is Confidential Information under these Terms, protected from first disclosure. Termination of the NDA does not affect these Terms, end any obligation in this Section 8 or Section 7, or prevent the Parties from executing a Statement of Work.
9. Warranties and Disclaimer
9.1 Services warranty. Harmony Group warrants that it will perform the Services with reasonable care, skill, and diligence, in a professional and workmanlike manner, in accordance with generally accepted industry standards, using suitably qualified personnel.
9.2 Deliverables warranty. Harmony Group warrants that each Deliverable will substantially conform to the acceptance criteria stated for it in the applicable Statement of Work.
9.3 Remedy. The Customer’s sole and exclusive remedy, and Harmony Group’s entire liability, for breach of Section 9.1 or 9.2 is that Harmony Group shall, at its option, re-perform the affected Services or correct the affected Deliverable at no charge, or, if it cannot within a reasonable time, refund the fees paid for them. The Customer must notify Harmony Group of a claim within thirty (30) days of the date the Deliverable is accepted or deemed accepted.
9.4 Non-infringement, knowledge-qualified. Harmony Group warrants that, to its knowledge, the Deliverables and Services do not infringe any third party’s intellectual property rights. It gives no absolute warranty of non-infringement, subject in all respects to the cap in Section 11 and the exclusions in Section 10.3.
9.5 Mutual authority warranty. Each party warrants that it has full power and authority to enter into and perform the Contract Documents, and that doing so conflicts with no other obligation it has.
9.6 Customer warranty. The Customer warrants that it has the right to give Harmony Group the access, data, systems, and materials it provides, and that Harmony Group’s use of them as directed will not infringe any third party’s rights.
9.7 Disclaimer. THE WARRANTIES IN THIS SECTION 9 ARE THE ONLY WARRANTIES HARMONY GROUP GIVES. THEY ARE EXCLUSIVE AND IN LIEU OF ALL OTHERS. HARMONY GROUP DISCLAIMS ALL OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
9.8 No warranty of outcome. The Deliverables are architecture, design, and advisory work product. Harmony Group does not warrant any business, financial, commercial, security, performance, or operational result, or that any system the Customer builds from a Deliverable will be defect-free, secure, compliant with any law or standard, or fit for any particular deployment. The Customer is responsible for its own build, testing, security posture, and regulatory compliance.
10. Indemnification (Mutual)
10.1 By Harmony Group. Harmony Group shall defend the Customer against any third-party claim that a Deliverable, as delivered by Harmony Group, infringes that third party’s United States patent, copyright, trademark, or trade secret rights, and shall indemnify the Customer against damages finally awarded, or agreed in a settlement Harmony Group approves, on such a claim. This is subject to the cap in Section 11.2.
10.2 By the Customer. The Customer shall defend Harmony Group against any third-party claim arising from (a) the Customer’s data, systems, source code, or materials; (b) the Customer’s use of a Deliverable outside the license in Section 7; (c) the Customer’s build, deployment, or operation of any system; or (d) the Customer’s breach of Section 9.6, and shall indemnify Harmony Group against damages finally awarded or agreed in settlement.
10.3 Exclusions from Harmony Group’s indemnity. Harmony Group has no obligation under Section 10.1 to the extent a claim arises from: (a) the Customer’s data, systems, specifications, instructions, or materials; (b) modification of a Deliverable by anyone other than Harmony Group; (c) combination of a Deliverable with anything not supplied by Harmony Group, where the claim would not have arisen but for the combination; (d) use of a Deliverable after Harmony Group notified the Customer to stop; (e) use outside the license in Section 7; or (f) any open-source or third-party component, licensed under its own terms.
10.4 Procedure. The indemnified party shall give prompt written notice, sole control of defense and settlement, and reasonable cooperation at the indemnifying party’s expense. A settlement imposing a non-monetary obligation on the indemnified party requires that party’s consent, not unreasonably withheld. Late notice relieves the indemnifying party only to the extent it is prejudiced.
10.5 Exclusive remedy. Sections 10.1 and 10.3 state Harmony Group’s entire liability, and the Customer’s exclusive remedy, for any claim of third-party intellectual property infringement.
11. Limitation of Liability
11.1 Exclusion of indirect damages (mutual). NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST DATA, LOST GOODWILL, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THE CONTRACT DOCUMENTS, ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY WAS ADVISED SUCH DAMAGES WERE POSSIBLE.
11.2 Cap (mutual). EXCEPT AS STATED IN SECTION 11.3, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE CONTRACT DOCUMENTS SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE CUSTOMER UNDER THE STATEMENT OF WORK GIVING RISE TO THE CLAIM. This cap applies to Harmony Group’s indemnity under Section 10.1 and to any claim under the warranty in Section 9.4.
11.3 Carve-outs from the cap (mutual). The cap in Section 11.2 does not apply to:
- (a) a party’s breach of its confidentiality obligations under Section 8 or any NDA between the Parties;
- (b) a party’s infringement or misappropriation of the other party’s intellectual property, including Background IP, its breach of Section 7, or its use of the other’s Background IP beyond the license in Section 7 (a claim between the Parties, distinct from the third-party infringement indemnity in Section 10.1, which is capped);
- (c) a party’s fraud, willful misconduct, or gross negligence;
- (d) the Customer’s obligation to pay fees, interest, and collection costs properly due under Section 5; or
- (e) any liability that cannot be limited or excluded by law.
11.4 Basis of the bargain. The fees reflect the risk allocation in this Section, without which Harmony Group would not contract on these fees. The exclusions and cap apply even if a limited remedy fails of its essential purpose.
11.5 Claim window. Neither party may bring any claim under the Contract Documents more than one (1) year after it accrues, except a claim under Section 11.3(a), (b), or (d), to which the applicable statute of limitations applies.
12. Independent Contractor
12.1 Harmony Group is an independent contractor. Nothing in the Contract Documents creates an employment, agency, partnership, joint venture, or franchise relationship, and neither party may bind the other.
12.2 Harmony Group is solely responsible for its own and its personnel’s and subcontractors’ taxes, insurance, and benefits. Its personnel are not entitled to any Customer benefit plan.
12.3 Control of method and personnel. Harmony Group determines how the Services are performed, including its methods, tools, hours, location, and which personnel, agents, and automated systems perform the work. It may substitute personnel at its discretion and cost, without the Customer’s approval, provided the Services and Deliverables continue to meet the standard in Section 9.1.
12.4 Subcontractors. Harmony Group may engage subcontractors, remains responsible for their performance, and shall bind each to confidentiality obligations at least as protective as Section 8.
12.5 AI systems. The Customer acknowledges that Harmony Group performs the Services in substantial part using AI Systems (Section 2.3), including multi-agent orchestration, and consents. Harmony Group is responsible for its AI System output as its own work product, and nothing here relieves it of the warranty in Section 9.1. Section 8.4 governs the use of AI Systems on Confidential Information, and this Section does not narrow it.
13. Non-Solicitation (Mutual)
13.1 During an active Statement of Work and for twelve (12) months after it ends, neither party shall knowingly solicit for employment or engagement any individual of the other party directly involved in performing or receiving the Services under that Statement of Work.
13.2 Carve-outs. Section 13.1 does not restrict: (a) general advertising or recruiting not targeted at the other party’s personnel; (b) hiring someone who responds to it; (c) hiring someone who approaches unsolicited; or (d) hiring someone whose engagement with the other party ended at least six (6) months earlier.
13.3 Nothing in this Section restricts either party from doing business with any customer, prospect, partner, or supplier, whether or not that relationship became known through the Services.
14. Non-Restrictive Relationship (Mutual)
14.1 Nothing in the Contract Documents prevents either party from developing, acquiring, marketing, licensing, or providing products or services performing the same or similar functions as the Deliverables or Services, provided it does so without breaching Section 8 or infringing the other party’s Background IP.
14.2 Harmony Group’s practice. The Customer acknowledges that Harmony Group’s business is the repeated delivery of the same category of Services to multiple customers. Nothing in the Contract Documents restricts Harmony Group from performing the same or similar Services for anyone, including a competitor of the Customer, or from reusing and developing its Background IP, methodologies, and residual knowledge, subject to Section 7 and Section 8.
14.3 No exclusivity. The Contract Documents grant no exclusivity, territory, industry restriction, or non-competition obligation. Any such restriction must be agreed and priced separately in writing.
15. Insurance
15.1 Harmony Group shall maintain the insurance coverage and limits, if any, stated in the applicable Statement of Work, at its own expense, for that Statement of Work’s term. Where it states none, none applies.
15.2 On reasonable request, Harmony Group shall furnish a certificate evidencing the required coverage. It need not name the Customer or any third party as additional insured, or procure any coverage not stated in the Statement of Work.
16. Term and Termination
16.1 Term of these Terms. These Terms commence on the Effective Date and continue until terminated under this Section. Their termination does not terminate a Statement of Work then in effect, which continues under these Terms until it ends.
16.2 Term of a Statement of Work. A Statement of Work is effective on execution by both Parties and continues until both have fulfilled their obligations or it is terminated earlier under this Section.
16.3 Termination for cause. Either party may terminate these Terms or an individual Statement of Work immediately on written notice if the other is in material breach and fails to cure within fifteen (15) days of notice specifying it. Non-payment of an undisputed invoice is a material breach.
16.4 Termination for convenience (mutual). Either party may terminate an individual Statement of Work for convenience on thirty (30) days’ written notice, subject to any minimum term or longer notice period it states, which governs under Section 3.3. Either party may terminate these Terms for convenience on thirty (30) days’ notice when no Statement of Work is in effect. Termination for convenience does not relieve the Customer of any minimum-term fees committed under the Statement of Work.
16.5 Termination for insolvency. Either party may terminate immediately on written notice if the other has a receiver appointed, makes an assignment for the benefit of creditors, or becomes unable to pay its debts as they fall due, except where prohibited by bankruptcy law.
16.6 Payment on termination. On termination of a Statement of Work for any reason other than Harmony Group’s uncured material breach, the Customer shall pay Harmony Group:
- (a) all fees for Services performed and Deliverables provided up to the effective date of termination;
- (b) for a fixed-fee Statement of Work, an equitable amount for work in progress, by reference to the stages and Deliverables completed or substantially completed at that date; and
- (c) any non-cancellable third-party costs Harmony Group committed to in reliance on the Statement of Work.
Harmony Group shall deliver work in progress on payment under this Section. Section 7.3 applies: ownership passes only on payment in full.
16.7 Return of materials. On termination, each party shall return or destroy the other’s Confidential Information under Section 8.8. This Section does not require Harmony Group to surrender its Background IP.
17. Surviving Provisions
17.1 The following survive termination or expiration of these Terms and any Statement of Work: Section 2 (Definitions), Section 3 (Order of Precedence), Section 5 (Fees, as to amounts accrued or payable under Section 16.6), Section 7 (Intellectual Property), Section 8 (Confidentiality), Sections 9.7 and 9.8 (Disclaimers), Section 10 (Indemnification), Section 11 (Limitation of Liability), Section 12 (Independent Contractor), Section 13 (Non-Solicitation, for its stated period), Section 14 (Non-Restrictive Relationship), Section 17 (this Section), Section 18 (Governing Law and Venue), Section 19 (Notice), Section 20 (Assignment), Section 21 (General), Section 22 (Publicity, as to Sections 22.4, 22.5, and 22.6), and Section 23 (Nonprofit and Fundraising Advisory Services, as to Sections 23.3, 23.5, and 23.8).
17.2 Confidentiality and Background IP survive on their own terms. The confidentiality obligations in Section 8 survive for the periods in Section 8.10: five (5) years from each disclosure, and for as long as a trade secret retains that status. Section 7 survives without time limit under Section 7.11. Those Sections set their own survival periods, and nothing in this Section 17 affects either. Where they differ, Section 7.11 and Section 8.10 govern.
17.3 The license in Section 7.5, once effective on payment in full, is perpetual and irrevocable and survives termination or expiration.
18. Governing Law and Venue
18.1 These Terms are governed by the internal laws of the State of California, excluding its conflicts-of-law rules, and the Parties consent to the exclusive jurisdiction and venue of the state and federal courts in San Diego County, California.
18.2 The stack moves together. This Section matches Section 13 of each Statement of Work and any Mutual Non-Disclosure Agreement the Parties have signed. If the Parties change the governing law or venue of any one, they shall amend the others to match, so no dispute is split across forums.
18.3 The United Nations Convention on Contracts for the International Sale of Goods does not apply.
19. Notice
19.1 All notices must be in writing, addressed to the receiving party at the mail and email addresses stated for it in the Statement of Work. Either party may change its address by notice under this Section.
19.2 Notice is deemed given: (a) on personal delivery; (b) on confirmed delivery by a reputable overnight courier; or (c) on confirmed delivery by email. Email is not effective if the sender receives an automated non-delivery or bounce response.
19.3 Unless a different address is stated in the Statement of Work, notices to Harmony Group go to 2637 East Atlantic Blvd, #1321, Pompano Beach, FL 33062, and gwasmuth@cocreatorsgroup.com.
19.4 A notice validly given under one Contract Document is validly given under all.
20. Assignment
20.1 Neither party may assign or transfer the Contract Documents, or any right or obligation under them, without the other’s prior written consent, except to a successor in a merger, reorganization, or sale of substantially all its assets. Any purported assignment in breach is void.
20.2 The license does not travel on its own. The license in Section 7.5 is non-transferable. It may pass to a permitted successor only together with the Contract Documents as a whole, and only where that successor agrees in writing to be bound. It may not be assigned, sublicensed, or transferred separately, and does not pass on a sale of the Deliverables alone.
20.3 The Contract Documents bind and benefit the Parties and their permitted successors and assigns.
21. General
21.1 Entire agreement. The Contract Documents are the complete and exclusive statement of the Parties’ agreement on their subject matter and supersede all prior and contemporaneous proposals, quotations, presentations, communications, representations, and agreements, oral or written. Any proposal, pitch, or presentation Harmony Group issued before the Effective Date is superseded and not contractually binding.
21.2 Amendment. No amendment is effective unless in writing and signed by an authorized representative of each party under Section 4.
21.3 Waiver. No waiver is effective unless in writing and signed by the waiving party. Failure to exercise a right is not a waiver, and waiver of one breach is not waiver of another.
21.4 Severability and reformation. If any provision is held invalid or unenforceable, the remainder stays in force. A provision held overbroad or unenforceable as written shall be reformed, narrowed, and enforced to the maximum extent permitted by law rather than struck.
21.5 Force majeure. Neither party is liable for a failure or delay caused by an event beyond its reasonable control, provided it gives prompt notice and uses reasonable efforts to perform. If the event continues more than thirty (30) days, either party may terminate the affected Statement of Work under Section 16.4, and Section 16.6 applies. This Section does not excuse a payment obligation.
21.6 Compliance with law. Each party shall comply with the laws applicable to it under the Contract Documents, including export control laws applicable to the Deliverables.
21.7 Publicity. Publicity, case studies, testimonials, and reference rights are governed by Section 22.
21.8 No third-party beneficiaries. The Contract Documents create no right in any non-party.
22. Publicity, Case Studies, and Reference Rights
22.1 Identification as a customer. Harmony Group may identify the Customer as a customer by name and logo, and describe the engagement in general terms, on its website, in customer lists, proposals, and credentials materials. The Customer grants Harmony Group a non-exclusive, royalty-free license to use its name, logo, and marks for that purpose alone, per any written brand guidelines the Customer supplies.
22.2 Case study. The Customer shall cooperate in good faith on one written case study of the engagement and its results. Harmony Group shall submit the draft for review. No case study is published without the Customer’s written approval, not to be unreasonably withheld, conditioned, or delayed. If the Customer neither approves nor responds with specific requested changes within fifteen (15) business days of receiving a draft, it is deemed approved.
22.3 Testimonial. At Harmony Group’s request, the Customer shall provide a testimonial about the engagement in its own words, in writing and, if willing, as a short video. The Customer approves the final form before use. Harmony Group may reproduce an approved testimonial, in whole or in fair excerpt, in the materials described in Section 22.1.
22.4 Confidential Information is not affected. Nothing in this Section permits either party to disclose the other’s Confidential Information. Material published under this Section must first be approved in writing by the party it describes; once approved, that specific content is no longer that party’s Confidential Information, for that publication only. Nothing in this Section alters Section 7 or Section 8, refers to either for the purposes of Section 7.11 or Section 8.11, or shall be read as satisfying either lock.
22.5 These rights are paid for, and may be priced. Where a Statement of Work grants a fee, fee reduction, or other consideration in whole or part for the rights in this Section, those rights are a material term of that Statement of Work, not a courtesy. If the Customer withholds, revokes, or unreasonably obstructs them, Harmony Group may, on written notice, invoice the difference between the fee actually charged and its standard fee for the Services, payable under Section 5.
22.6 Withdrawal. Subject to Section 22.5, the Customer may withdraw the rights in Sections 22.1 through 22.3 by written notice, prospectively only. Harmony Group need not retract or destroy already-published materials but shall not republish them after the notice takes effect.
22.7 Reciprocity. The Customer may identify Harmony Group as its service provider on the same terms, with an equivalent license in Harmony Group’s name and logo.
23. Nonprofit and Fundraising Advisory Services
This Section applies only to a Nonprofit Customer (Section 2.11), where the Services relate to fundraising, development, advancement, or donor engagement. It limits the scope of the Services and states items expressly out of scope. It does not vary Sections 7, 8, 9, 10, 11, 12, 15, 16, or 18, and is not an instrument for the purposes of Section 7.11 or Section 8.11.
23.1 Advisory capacity. Harmony Group is engaged in an advisory and consulting capacity only. Harmony Group provides analysis, planning, counsel, coaching, training, and written work product to the Customer’s own leadership, staff, and governing body. The Customer, acting through its own officers, employees, and volunteers, decides what to do with that counsel and carries out all external activity itself.
23.2 No solicitation of contributions. Harmony Group shall not solicit contributions on the Customer’s behalf. Without limiting that, Harmony Group shall not: (a) make, sign, or send any request for a contribution in the Customer’s name; (b) appear as the contact, signatory, or return party on any appeal, pledge form, sponsorship request, or gift agreement; (c) meet with a donor or prospective donor for the purpose of making an ask; or (d) employ, procure, or engage any compensated person to solicit contributions.
23.3 No custody, control, possession, or access to contributions. Harmony Group shall not at any time have custody, control, possession, or access to any contribution made to the Customer. Harmony Group shall not receive, hold, deposit, disburse, or direct the disbursement of contributions; shall hold no escrow right, account interest, signature authority, or security interest in any account into which contributions are deposited; and shall use no caging or lockbox service on the Customer’s behalf. This Section is not waivable and shall not be varied by any Change Order or Statement of Work.
23.4 No representation of the Customer. Harmony Group is not the Customer’s agent or representative and shall not hold itself out as one. Harmony Group shall not represent, speak for, or negotiate on behalf of the Customer with any donor, prospective donor, grantor, foundation, corporate sponsor, member, regulator, or the public. This Section restates, and does not narrow, Section 12.
23.5 Compensation is fixed and is not contingent. The fees for the Services are the fixed fee or fixed rate stated in the applicable Statement of Work. No part of Harmony Group’s compensation is or will be based on, calculated by reference to, conditioned upon, or payable out of contributions, grants, sponsorships, or other funds raised or received by the Customer. Harmony Group shall not accept a finder’s fee, a commission, a contingent fee, a bonus tied to funds raised, or a deferred or accrued fee that becomes payable on a fundraising outcome. Harmony Group performs the Services in alignment with the Association of Fundraising Professionals (AFP) Code of Ethical Standards, under which compensation may never be based on a percentage of funds raised and finder’s fees, commissions, and percentage compensation are neither accepted nor paid. This states an alignment of practice and is not a claim of AFP membership, accreditation, certification, or endorsement. No Change Order may vary this Section.
23.6 Professional advice not provided. The Services do not include, and no Deliverable is, legal advice, tax advice, accounting or audit services, actuarial advice, or investment advice. Without limiting that, Harmony Group shall not: (a) determine whether the Customer or any other person is required to register or file in any jurisdiction; (b) prepare, review, sign, or file IRS Form 990 or any schedule to it, any state charitable registration or renewal, or any other tax or regulatory filing; (c) perform an audit, review, or compilation of the Customer’s financial statements; (d) advise on the deductibility of any contribution or on quid pro quo substantiation; or (e) draft or give an opinion on any gift agreement, endowment instrument, planned giving instrument, or governing document. Where the Services surface a question of that kind, Harmony Group will identify it in writing and the Customer will refer it to its own qualified counsel, accountant, or advisor. Section 9.8 applies.
23.7 Registration. Harmony Group is registered as fundraising counsel in California, or agrees to register prior to the commencement of any solicitation to which the Services relate, as contemplated by Cal. Gov. Code 12599.6(c), and will register in other jurisdictions as the Customer’s solicitation footprint requires. The Customer’s own charitable solicitation registrations, renewals, exemptions, and filings in every jurisdiction remain the Customer’s. The Customer acknowledges that engaging fundraising counsel may change the Customer’s own registration position in some jurisdictions, and that some jurisdictions require the Customer to name its consultants in a public filing.
23.8 Donor relationships and donor data belong to the Customer. Every donor, prospective donor, grantor, sponsor, and member relationship is and remains the Customer’s. All Donor Data (Section 2.12) is the Customer’s property and the Customer’s Confidential Information under Section 8, licensed to Harmony Group only as Section 7.7 provides, and processed by AI only as Section 8.4(e) permits. Harmony Group shall use it only for the Purpose, shall not sell, rent, trade, publish, or otherwise disclose it, shall not solicit any of those persons on its own behalf or for any other customer, and shall return or destroy it under Section 8.8 on request or at the end of the engagement.
23.9 “Solicitation” in this Section. “Solicitation” and “solicit” in this Section mean a request or appeal for a contribution for a charitable purpose. Section 13, headed “Non-Solicitation,” uses the word in an entirely different sense: it governs each party’s recruitment of the other’s personnel and has nothing to do with charitable solicitation. Nothing in this Section varies Section 13.
Harmony Group Master Terms and Conditions v1.1 | Confidential + Proprietary