Terms and Conditions

“The General Terms and Conditions (“TC”) below on this website apply to any Work Order signed and executed by and between you and The SL Story LLC, (“Contractor”) a New York Limited Liability Company with offices in New York, and primary contact email at contact@theslstory.com, as of the date you and Contractor execute a Work Order describing the Services and Service Fees. The TC governs the provision of Services and delivery of Deliverables to you in exchange for your payment of a Service Fee, as further described in the TC and the Work Order. Any terms and definitions not defined hereunder have the meaning assigned to those in the Work Order. The Work Order, Service Description, and TC collectively hereinafter referred to as the “Agreement.”

SECTION 1. GENERAL DESCRIPTION OF OBJECTIVES AND SCOPE OF SERVICES

1.1 Services. Contractor shall perform the services and obligations and deliver the deliverables described in a given Work Order at Client’s direction (“Services”). Contractor may, in its sole discretion, without effect to its right to terminate, or any other remedies, under the law, the General Terms and Conditions, and/or a Work Order, suspend performance of Services or delivery of any and all Deliverables until receipt of payment for the Services.

1.2 Independent Contractor Status. Contractor is an independent contractor providing services to Client and is not Client’s employee or agent. The Parties have no other obligations to the other, but for such described in the Agreement. The Services are temporary, relate to a designated project or projects, and are provided on a non-exclusive basis. Contractor may perform the Services at a place, time, and with equipment at Contractor’s sole discretion, unless required otherwise for the performance of the Services or by the Project. Unless expressly stated otherwise hereunder, Contractor shall have no authority to make any agreements or representations on Client’s behalf or to hold Contractor out to be Client’s employee, agent, or servant.

1.3 Cooperation. Delay of Delivery. Each Party shall reasonably cooperate with the other Party under the Agreement for the performance of the Services, including, without limitation, when necessary, providing documents, information, and being available for instructions or updates on the performance of the Services, such as through digital calls or in person (when reasonably requested in advance). Unless the Parties have agreed that time is of essence upon mutual agreement for a particular due date of delivery and performance, Contractor may set reasonable new due dates for delivery of Deliverables and performance of Services, whether or not cause is a result of Client defaulting to cooperate under Subsection 1.3 of the TC. A default under this Subsection 1.3 of the TC constitutes a breach entitling the non-breaching Party to give notice of termination, subject to Subsection 5.2 of the TC. 

1.4 Expenses. Client shall reimburse Contractor for any expenses (“Expenses”) incurred for and in connection with the performance of the Services, unless (i) such is itemized as part of the Service Fee, or (ii) specifically excluded on a Work Order.

1.5 Client Credit Card Purchases. Contractor shall have the authority to make purchases in connection with the Services on Client’s behalf using Client’s credit card (“Client Credit Card”). All payments made with Client Credit Card are pre-approved if reasonably within the scope of Services and a budget defined in the Work Order. Such payments made with Client Credit Card are treated as Expenses under this Agreement.

1.6 Property. In connection with the performance of the Services, Contractor may permit Client the temporary use of certain property (“Property”), including, without limitation, clothing, jewelry, and accessories. For the avoidance of doubt, Property is not part of the Work Product. Client’s use of the Property is subject to the terms and conditions of this Agreement, and any applicable terms and conditions by showrooms or other owners or providers of Property.

Unless otherwise agreed in the Work Order, the following rules shall apply to the use of the Property:

(a)              The Property may be used for agreed-upon events and occasions, which, by way of example, may include red carpet events and photoshoots;

(b)              The Property must not be used for purposes or in connection with activities that may damage its quality or luxury status, or the reputation of the brand or Contractor;

(c)              The Property must be promptly returned after the completion of the event or project for which it was lent to the Client;

(d)              Client must give appropriate credits to Contractor and owner or provider of Property when using the Property;

(e)              Client must not make alterations to the Property and must wear it as designed and instructed by Contractor;

(f)              Client must return the Property to a location defined by Contractor; and

(g)              If requested by Contractor, Client must return the Property immediately.

Client shall promptly notify Contractor in writing of any loss or damages to the clothing lent to Client by Contractor, and shall provide Contractor with any and all necessary information and cooperate to provide a remedy to Contractor and or the owner or provider of the Property. Client shall fully compensate Contractor for any loss of or damages to any clothing lent to Client by Contractor. Such compensation shall cover the replacement cost of the clothing or, at the Contractor's option, the cost of repair for any damages. Remedy for any loss or damages to the clothing lent to the Client by the Contractor shall be at the election of the Contractor, whether it is performance, damages, or replacement. Client agrees to indemnify, save, and hold harmless Contractor from any and all claims, suits, or proceedings arising out of the loss of or damages to such clothing, including, but not limited to, claims for breach of contract or negligence. Client shall have sole control of the defense and all related settlement negotiations.

1.7 Retroactive Effect. If prior to a given Work Order Effective Date (the “Prior Contractor Period”) Contractor has i) performed any activities, ii) conceived, created, authored, invented, developed or reduced to practice any item (including any rights therein), or iii) received access to any information from or on behalf of Client, and such activities, items, or information would have been “Services”, “Work Product”, or “Confidential Information” (as defined below, respectively) if performed during the term of this Agreement; then any such activities, items, and information shall be deemed “Services”, “Work Product”, or “Confidential Information” (as applicable) hereunder and this Agreement shall apply to such activities, items, or information as if performed, conceived, created, authored, invented, developed, reduced to practice, or received during the term of this Agreement. Contractor further acknowledges that Contractor has been fully compensated for all Services provided and Work Product produced and/ or delivered during any such Prior Contractor Period.

1.8 Expiration of Work Order. A Work Order is only legally binding between the Parties if the Work Order is fully executed by both Parties within such time as set forth in the Work Order. Acceptance of a Work Order, which includes a change to the Work Order or the TC, is deemed a new offer. For the avoidance of doubt, any and all confidentiality obligations under this Agreement will survive the Expiration of a Work Order, and any materials shared during the Term of the Work Order remain in the ownership of the respective Parties that shared it.

1.9 Right of First Refusal; Right of Last Match; Exclusivity for Consecutive Projects. The Parties may elect to include a right of first refusal and/or a right of last match for consecutive projects in the Work Order. For consecutive projects involving similar services and or regarding similar projects, Client must offer Contractor the first opportunity to provide services on mutually agreed terms. If Contractor declines or does not respond within a reasonable time period, Client may engage a third party, in which case Client shall give Contractor a final opportunity to match the third party's terms. Failure to match within a reasonable time period grants the Client the right to proceed with the third-party. The Parties may agree otherwise in the Work Order. A reasonable time period must be at least thirty (30) days.

1.10 Changes to the Work Order and Service Description. Contractor shall not be obligated to perform any Services and deliver any deliverables beyond or outside the scope of this Work Order. Under a given Work Order, Contractor and Client may agree to add to or amend the Service Description (“Amendment of Service Description”) in writing (email deemed sufficient). However, The SL Story LLC and Client may only agree to a substantial change in scope of the Service Description or a change of Service Fee in a written amendment signed by both Parties (each a “Change Order”). Any change outside of an Amendment of Service Description or a Change Order requires a newly executed Work Order, by way of example, if Parties agree to a different project.

1.11 Publication of the Project. Client must not make the Project available to the public without prior written approval from Contractor, unless the Parties have agreed otherwise in the Work Order. In the event that Client makes the Project available to the public without prior written approval from Contractor, Client shall be subject to a compensatory fee determined in good faith by Contractor.

SECTION 2. REVISION OF SERVICES. ADDITIONAL PAYMENT 

2.1 Revision of Services. Client shall review all of Contractor's delivered Work Product immediately upon receipt and provide instructions to Contractor. The Services are provided and delivered 'as-is'.

2.2 No Reimbursement of Deposits and Advance Payments. In the event that any fees paid by Client to Contractor include a deposit, advance payment, or any other similar payment related to, but not limited to, speaking engagements and workshops, such fees are not reimbursable regardless of whether the Services are requested by Client or performed by Contractor. Such foregoing payment under this Subsection is intended to compensate Contractor for any preparations made and to cover Contractor’s losses due to the cancellation of other projects.

SECTION 3. FULL COMPENSATION

3.1 Payment. As full payment for all performed and accepted Services, warranties and performance of all other obligations set forth herein, Client shall pay Contractor for the Services as set forth in a given Work Order a fee (“Service Fee”), subject to all applicable withholding and other deductions required by law. Contractor will not be entitled to any additional compensation from Client except as explicitly detailed herein.

3.2 Payment upon Launch. In the event that the Project and or Services are made available to the public, (“Launch”) the Service Fee becomes due immediately if it has not been paid and/or has not become due.

SECTION 4. NO OTHER BENEFITS. TAX OBLIGATIONS

4.1 No Benefits of any Kind. Contractor, and not Client, will be responsible for payment of workers’ compensation, disability benefits, unemployment insurance, and for withholding income taxes and social security for and on behalf of Contractor. Contractor will not be entitled to receive any benefits provided by the Client to its employees.

4.2 Tax Obligations. If the Internal Revenue Service, any state, local, or foreign government agency, or other applicable entity claims Contractor is the employer of any Contractor employee(s) for purposes of withholding or other tax liability, Contractor will notify Client of the claim.

SECTION 5. TERM OF AGREEMENT. TERMINATION

5.1 Term. Termination for Convenience. This Agreement will commence on any Work Order Effective Date of a Fully Executed Work Order and will continue in effect thereafter until the earlier of termination by Client or by Contractor as provided for in the Agreement or upon completion of the Services and full payment of the Service Fee, and all other costs and expenses, of all effective Work Orders. Unless expressly stated otherwise in a Work Order, the Contractor may terminate this Agreement for convenience with thirty (30) days written notice to the other Party.

5.2 Termination for Cause. In the event of a material breach of this Agreement by either Party, the non-breaching Party may (reserving cumulatively all other rights and remedies in law and in equity) terminate the term of this Agreement by giving thirty (30) days prior written notice. Notwithstanding the foregoing, this Agreement will not terminate at the end of the notice period if the Party in breach has substantially cured the breach about which it has been notified. Notwithstanding the foregoing, in the event that Client does not pay the Service Fee, Contractor’s required notice period for termination hereunder is reduced to five (5) business days.

5.3 General Termination Effects. In the event of any termination for any reason:

(a)              Contractor shall immediately stop work and, provided that Client is not in default for payment of the Service Fee and/ or Client pays all outstanding Service Fees, Late Fees, Collections Costs, and Interest Charges, Contractor shall promptly provide Client with all remaining Work Product (which includes Client’s repository access for a period of time comparable to such promised for the time after Launch) under all paid for Project Phases;

(b)              Each Receiving Party shall return or destroy (at the other Disclosing Party’s request) all Confidential Information provided by or received from the Disclosing Party;

(c)              Contractor shall provide Client with a final invoice covering any outstanding payments for work that has been performed by Contractor; and

(d)              Client shall pay the final invoice, along with any other unpaid amounts (including, without limitation, Service Fee, Expenses and Late Fees), due with Contractor’s submission of the invoice.

5.4 Special Terminations Effects. The following terms and conditions take effect in addition to the aforementioned effects only in the following events, and, in the event that the succeeding provisions conflict with the aforementioned under Section 5.3, the succeeding effects under Section 5.4 shall govern:

In the event Contractor terminates for Client’s breach, or Client terminates for convenience:

(a)              Client shall pay Contractor for the Services performed by Contractor without respect to whether the Services were approved;

(b)              Any advance payments made remain with Contractor, without respect to whether Services were performed by Contractor or approved by Client;

(c)              In addition to (i) and (ii), at Contractor’s election, Client shall pay a pro rata amount of the Service Fee of then current completed Project Phase or twenty percent (20%) of the then current Project Phase and or twenty percent (20%) of the Service Fee for the Pay Period following the Pay Period in which termination occurred; and

(d)              In the event that (i) Section 6 of the TC provides that Deliverables, Services, and or Work Product are considered work made for hire; and (ii) the Service Fee, and any other expenses, costs and debt (including monies owed under Section 5.4(a)) owed to Contractor by Client in part or in full, is unpaid, Client hereby transfers and assigns, and Contractor hereby accepts, all right, title, and interest in and to all unpaid Work Product and Deliverables, Deliverables and or Services. Subject to full payment of all Service Fees, expenses, costs, debt and other monies owed to Contractor, Contractor shall make out reassignment of the return assignment under Section 5.4(a)(iv).

SECTION 6. INTELLECTUAL PROPERTY RIGHTS

6.1 Work Product. “Work Product” shall mean all the fruits of Contractor’s work for Client that are conceived, created, authored, invented, developed or reduced to practice by Contractor, whether alone or together with others, in connection with the Services, including without limitation all (i) inventions, concepts, discoveries, developments, improvements and innovations, whether or not patentable or reduced to practice, (ii) copyrightable works, including without limitation written materials of any kind, designs, artwork, video, images and sound, digitized or other computer files containing data, databases, software (source, object and executable code) and documentation, as well as all intellectual property, trade secrets or other proprietary rights relating to the foregoing (such as copyrights; copyright registrations, renewals, and applications; trademarks, trade names, patents and patent applications, the foregoing hereinafter referred to as “Intellectual Property”). The Parties agree that the Work Product includes anything that is produced by Contractor at Client’s Request prior to the Effective Date, whether subject to a prior agreement between the Parties or not.

6.2 License To Contractor Work Product. Upon full payment of amounts owed under this Agreement, Contractor grants and Client accepts an exclusive, irrevocable, non-sublicensable, non-transferable, worldwide license to use, reproduce, modify, display and publish the Work Product pursuant to any restrictions or purpose as defined in a then currently effective Work Order.

6.3 Ownership and License to Contractor Tools; Third-Party Materials and Content provided by Client. The Parties agree that:

(a)              Contractor is the author and or retains ownership to information, materials, ides, concepts, and functions as included in Work Product, including Intellectual Property pertaining thereto, that are non-specific to the Deliverables or the Services and or that Contractor requires for the provision of services to other clients, whether such were existing prior to the Work Effective Date, created or conceived during the term, or an improvement or further development of any of the foregoing; excluding such which Contractor and Client expressly agreed to exclude therefrom.. (“Contractor Tools”)

(b)              Materials and information included by Contractor in the Work Product, including Intellectual Property pertaining thereto, that are authored and or owned by third parties remain in the ownership of the third parties. (“Third-Party Materials”)

(c)              Client is the author and or retains ownership over the materials and information provided to Contractor for the performance of the Services. (“Client Materials”)

6.4 License to Contractor Tools, Third Party Materials, and Client Materials. Contractor hereby grants, and Client hereby accepts a non-exclusive, perpetual, irrevocable, worldwide, fully paid, royalty free, sublicensable and transferable license to the Contractor Tools and the Third-Party Materials solely as incorporated into the Deliverables and for their intended purpose.

Included in the Services, Contractor will instruct and consult Client on acquiring licenses to Third-Party Materials necessary for Client’s use of the Deliverables. Unless expressly stated otherwise, Client shall acquire all rights to Third Party Material required for the Services and Client represents and warrants that all Third-Party Materials do not infringe on the rights of third parties.

Client hereby grants to Contractor, for the term of the Agreement, and expressly for the purpose of Contractor’s performance of the Services as set forth in the Agreement, a non-exclusive, worldwide, limited, revocable, non-transferable, non-assignable, sublicensable license to use the Client Materials.

Upon termination of the agreement, certain Contractor Tools, Third Party Materials and Client Materials (“Terminated Materials”) will not be accessible to Client anymore as described in the Work Order. In such an event, the aforementioned license ceases irrespective of the survival provision in this Section 6.4. The Parties may agree in the Work Order that the Terminated Materials continue as per the survival provision in this Section 6.4 subject to specific consideration.

6.5 Moral Rights. To the extent it may be determined that Contractor has retained so-called “moral rights,” “rights of paternity,” or any other such inalienable rights and/or interests in and/or to Work Product, Contractor agrees either that Contractor shall waive such rights, or if applicable law does not permit such waiver, that Contractor will not, to the extent permitted by applicable law, at any time assert any such rights in any way with respect to the Work Product.

6.6 Portfolio License. Client hereby grants Contractor a worldwide, irrevocable, perpetual  license, for the sole purpose of demonstrating Contractor’s skills, including, without limitation, to (i) reproduce, publish, display the Work Product or any portion thereof; (ii) describe the services performed by Contractor hereunder; and (iii) list the Project and Client’s name in connection with (i) or (ii) in Contractor’s portfolio of work, websites, social media accounts, and in galleries, design periodicals and other media or exhibits. The foregoing license shall commence on the date on which the completed Project is first made available to the public. Client reserves the right to make reasonable requests regarding the selection and presentation of any such portfolio uses of the Work Product under the above license and Contractor agrees to comply promptly with such requests.

6.7 Credits. Client shall prominently and unequivocally credit Contractor for the creation of the Work Product. The credit shall be conspicuously displayed in a manner that reflects the significance of Contractor's contribution. Client shall use its best efforts to ensure that the credit is visible and appropriately positioned, both in print and online mediums, and in any promotional or marketing materials associated with the Work Product. Any failure to comply with this Section 6.9 shall be considered a material breach of this Agreement.

SECTION 7. CONFIDENTIAL INFORMATION

7.1 Each Party (“Disclosing Party”) may grant to the other Party (“Receiving Party”) access to certain Confidential Information (as defined below) subject to the terms of this Agreement.  At all times during the term of this Agreement and thereafter until such Information is no longer considered confidential by Disclosing Party, Contractor shall keep all Confidential Information in trust and strict confidence, and shall not disclose such Confidential Information publicly or to any third party without the express written consent of the Disclosing Party.

7.2 “Confidential Information” includes, without limitation, any information or materials which Contractor knows or has reason to know are considered Confidential by Disclosing Party or by any third party sharing such information with Disclosing Party, such as a client, contractor, or affiliate (and whether such confidential nature is communicated to Receiving Party or not), any information that would be considered a trade secret, any techniques, know-how, ideas, concepts, plans, business information, financial information, marketing information, product information, technical information, creative information, information relating to the personnel and the organization of Disclosing Party, customer lists (including, without limitation, mailing lists, “likes” and other on social media platforms, or user accounts), customer or client information of Disclosing Party, including but not limited to the identity of any client, the contacts or decision makers of any client, and/or nature of services provided by Disclosing Party to any client, which comes into the possession of Receiving Party (before or during the Term of this Agreement) as a direct or indirect result of the Services and/or the relationship between Disclosing Party and Contractor.

7.3 Notwithstanding the general prohibition on disclosure of Confidential Information provided above, from time to time Receiving Party may be required to share Confidential Information with certain of its professional advisors and service providers. In each such instance, Receiving Party will not disclose any Confidential Information of Disclosing Party (and only then to the extent approved in writing by Disclosing Party) until such time as the applicable recipient signs a confidentiality agreement in which it agrees not to disclose the Confidential Information to which it may be given access. Receiving Party will only disclose Confidential Information of Disclosing Party on a need-to-know basis and only after meeting the requirements set forth herein. Receiving Party agrees it will be and remain liable for any disclosure of Confidential Information that is not permitted hereunder, or for any subsequent disclosure by any party to whom Receiving Party has made a disclosure (whether permitted hereunder or not).

7.4 Receiving Party will not have any obligation in connection with specific Confidential Information to the extent, but only to the extent that: (i) such Information is already known to Receiving Party at the time it is obtained from Disclosing Party, (ii) such Information is or becomes publicly known in the trade or otherwise through no wrongful act of Receiving Party, or (iii) such Information is rightfully received by Receiving Party from a third party without restriction and without breach of this Agreement.

SECTION 8. REPRESENTATIONS. WARRANTIES

8.1 By Each Party. Each Party represents and warrants to the other Party that

(a)              It is free and has the full right and authority to enter into this Agreement and to perform all of its obligations hereunder and that it has the necessary resources, expertise and experience to execute its obligations under the Agreement; and

(b)              It will comply with all applicable federal, state, and local laws, ordinances, and regulations, as they relate to its obligations under the Agreement and with all applicable union agreements, including, without limitation, privacy and data security laws and regulations.

8.2 By Client. Client represents and warrants to Contractor that:

(a)              Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the materials and information provided to the other Party under the Agreement;

(b)              The materials and information provided to the Contractor under the Agreement does not infringe the rights of any third-party, and use of the such materials and information does not and will not violate the rights of any third parties;

(c)              Client has or shall obtain all necessary permissions or licenses to any material and information necessary to permit the use of it under the Agreement;

(d)              Client will not unreasonably withhold approval of Deliverables that conform substantially with the features or requirements set out in the applicable Work Order.

(e)              Client’s Key Client Contact has all necessary rights and the authority to act on behalf of Client, including the right and authority to execute all necessary documentation and provide consent to Contractor.

8.3 By Contractor. Contractor represents and warrants to Client that:

(a)              To the best of Contractor’s knowledge, it owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the materials and information provided to the Client under the Agreement;

(b)              To the best of Contractor’s knowledge, the materials and information provided to the Client under the Agreement does not infringe the rights of any third-party, and use of the such materials and information does not and will not violate the rights of any third parties;

(c)              To the best of Contractor’s knowledge, Contractor has or shall obtain all necessary permissions or licenses to any material and information necessary to permit the use of it under the Agreement;

(d)              Contractor will provide the Services identified in the Agreement in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services; and

(e)              In the event that the Work Product includes the work of independent contractors commissioned by Contractor, Contractor shall have executed agreements with such contractors granting all necessary rights, title, and interest in and to the Deliverables sufficient for Contractor to grant the intellectual property rights provided in this Agreement.

8.4 EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, CONTRACTOR MAKES NO WARRANTIES WHATSOEVER. UNLESS EXPRESSLY AGREED OTHERWISE IN THIS AGREEMENT OR WAIVED BY CLIENT, CONTRACTOR EXPRESSLY MAKES NO REPRESENTATION AND GIVES NO WARRANTY TO COMPLY WITH STATE OR FEDERAL WEB ACCESSIBILITY REQUIREMENTS, SUCH AS, WITHOUT LIMITATION, AS REQUIRED IN THE AMERICANS WITH DISABILITY ACT OR THE REHABILITATION ACT, REGARDLESS OF OTHER REPRESENTATIONS AND WARRANTIES MADE UNDER THE AGREEMENT. THE SERVICE AND DELIVERABLES ARE PROVIDED “AS IS” AND CONTRACTOR EXPLICITLY DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR TO THE BEST OF CONTRACTOR’S KNOWLEDGE, COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS APPLICABLE TO THE DELIVERABLES.

SECTION 9. INDEMNIFICATION

9.1 Indemnification. Subject to the terms, conditions, express representations and warranties provided in this Agreement, each Party (as the “Indemnifying Party”) agrees to indemnify, save and hold harmless the other Party (the “Indemnified Party”) from any and all damages, liabilities, costs, losses or expenses, including reasonable attorneys’ fees and costs, which may be incurred as the result of any claim, suit or proceeding brought or threatened, including, but not limited to, claims, suits or proceedings for breach of contract, negligence, copyright and trademark infringement arising out of any claim, which is inconsistent with the Indemnifying Party’s representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses or expenses arise directly as a result of gross negligence or willful misconduct of the Indemnified Party, provided that:

(a)              The Indemnified Party promptly notifies the Indemnifying Party in writing of the claim;

(b)              The Indemnifying Party shall have sole control of the defense and all related settlement negotiations; however, the Indemnifying Party shall not be entitled to settle any claim by admitting liability of the Indemnified Party; and

(c)              The Indemnified Party shall provide the Indemnifying Party with the assistance, information and authority necessary to perform the Indemnifying Party’s obligations under this section. Notwithstanding the foregoing, Contractor shall have no obligation to defend or otherwise indemnify Client for any claim or adverse finding of fact arising out of or due to Client Content, any unauthorized Third-Party Content, improper or illegal use, or the failure to update or maintain any Deliverables provided by Contractor.

9.2 Limitation of Liability. THE SERVICES AND THE WORK PRODUCT OF CONTRACTOR ARE SOLD “AS IS.” IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF CONTRACTOR, ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTOR AGENTS AND AFFILIATES TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE TOTAL AMOUNT DUE TO CONTRACTOR UNDER THIS AGREEMENT. IN NO EVENT SHALL CONTRACTOR BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY CONTRACTOR, EVEN IF CONTRACTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

SECTION 10. ASSIGNMENT; SUBCONTRACTING

10.1 This Agreement will be binding on the Parties’ respective successors and permitted assigns and the Client may at any time assign its obligations under this Agreement.

10.2 Contractor may not assign this Agreement and/or any of Contractor’s rights or obligations hereunder without the prior written consent of Client. Any such unauthorized attempted assignment shall be void.

10.3 During the term of a given Work Order, and for one year of termination of that Work Order, either Party shall not, whether directly or indirectly, engage, hire, or employ, or solicit or offer to engage, hire, or employ  any contractor, employee, agent, consultant, affiliate, vendor, clients, manager, member, or shareholder of the other Party, who, during the term of the Agreement acted in connection with the Work Order and or the Services performed under the Work Order.

SECTION 11. GENERAL

11.1 Notices. All notices to be given hereunder shall be sent in writing either by personal delivery, email or by certified or registered mail, return receipt requested. Personally delivered notices will be deemed given when delivered. Notices sent by certified or registered mail will be deemed given upon receipt.  Notices sent by electronic mail will be deemed given when received. Notwithstanding the foregoing, notices of change of address will be deemed given only upon receipt by the Party to whom it is directed. All notices shall be sent to the addresses and emails on a Work Order, unless notification of change of address has been given in writing. Notices, as referenced under Section 11.1, include, without limitation, to provide sign-off for all Project-related matters; furnishing any and all deliverables; and scheduling routine status meetings and working sessions; and managing all related payment and billing matters on behalf of the Client. Client may designate a person (“Key Client Contact”) in the Work Order with authority to give and receive notices on behalf of Client.

11.2 The Agreement. This Agreement represents the entire understanding between the parties, superseding all prior agreements between the parties with respect to the subject matter contained herein. The headings in this Agreement are for purposes of reference only. Each provision of this Agreement shall be interpreted as to be effective and valid under applicable law. Any provision of this Agreement held invalid or unenforceable shall be replaced by a valid or enforceable provision; and the remainder of the Agreement shall remain in full effect. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. This Agreement shall be binding upon and inure to the benefit of the parties’ respective assigns, successors, heirs, and legal representatives. This Agreement cannot be modified or amended, except by an instrument in writing signed by both parties hereto. Each Party may not assign this Agreement without consent of the other Party. This Agreement shall be exclusively governed by the laws of the State of New York and any dispute related to the Agreement shall be exclusively resolved in the state, federal, and/or administrative courts in the County of Kings County, New York. Contractor and Client expressly consent to the exclusive jurisdiction of the foregoing courts and waive any jurisdictional or forum non-conveniens defenses each may have. This Agreement shall only be binding until executed by each Party in counterparts, including electronic counterparts, each of which shall be deemed to be an original.

11.3 Attorney’s Fees. In the event of any action, suit, arbitration, or proceeding arising from or based on this Agreement or the subject matter hereof, the prevailing Party shall be entitled to recover from the other, in addition to any other award or recovery, its outside attorneys' fees and costs incurred in connection with any such action, suit, arbitration, or proceeding and in connection with the collection of any award or other enforcement of any decision, ruling, judgment, award, or settlement.

11.4 Force Majeure.  Neither Party will be liable to the other Party for, or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform in whole or in part as required by this Agreement as a result of fire, earthquake, labor dispute, natural disaster, act of public enemy, death, illness or incapacity of the affected Party or any local, state, federal, national or international law, governmental order or regulation, or any other cause or condition beyond its reasonable control (collectively, “Force Majeure Event”), so long as that Party uses all commercially reasonable efforts to avoid or remove such causes of non-performance. Upon occurrence of any Force Majeure Event, the affected Party shall give notice to the other Party of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.

11.5 Survival of Certain Sections. Any provision of this Agreement which by its terms is applicable to actions or periods occurring after termination of the Agreement will remain in full force and effect following termination of this Agreement, including without limitation, Sections 4 through 11.

Email: contact@theslstory.com

New York, New York