This letter agreement (this “Agreement”) sets forth the terms and conditions whereby you as
a customer (the “customer”) and Hydra Art Project Inc., a New York State corporation with offices located at C/O Spiegel & Utrera, P.A. P.C., 1 Maiden Lane, 5th Floor, New York, New York, 10038 (the “service provider”).
WHEREAS Service Provider has the capability and capacity to provide certain researching, drafting and editing services in connection with increasing the visibility of customers on Wikipedia; and
WHEREAS Customer desires to retain Service Provider to provide the said services, and Service Provider is willing to perform such services under the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Service Provider and Customer agree as follows:
Services. Service Provider shall provide to Customer the services consisting in creating a Wikipedia page (the “Services”).
2. Service Provider Obligations.
Service Provider shall designate employees or contractors that it determines, in its sole discretion, to be capable of filling the following positions to provide all the Services.
Upon completion of the Services, Service Provider shall notify in writing that the Wikipedia page has been published.
3. Customer Obligations. Customer shall:
3.1 Designate one of its employees or agents to serve as its primary contact with respect to this Agreement and to act as its authorized representative with respect to matters pertaining to this Agreement (the “Customer Contract Manager”), with such designation to remain in force unless and until a successor Customer Contract Manager is appointed.
3.2 Require that the Customer Contract Manager responds promptly to any reasonable requests from Service Provider for instructions, information, or approvals required by Service Provider to provide the Services.
3.3 Cooperate with Service Provider in its performance of the Services and provide access to Customer’s premises, employees, contractors, and equipment as required to enable Service Provider to provide the Services.
4. Fees and Expenses.
4.1 For the Services to be performed hereunder, Customer shall pay to Service Provider the Fee agreed in our shop on Boulevardvoltair.net. The Fee will be payable upon execution of this Agreement, but in no event more than seven (7) days of receipt by the Customer of an invoice from Service Provider. Should the Fee not be paid pursuant to this Section 4.1 of this Agreement, this Agreement shall be null and void and otherwise of no force or effect.
4.2 Customer shall reimburse Service Provider for all reasonable expenses incurred within seven (7) days of receipt by the Customer of an invoice from Service Provider accompanied by receipts and reasonable supporting documentation.
4.3 Notwithstanding anything to the contrary, Customer will receive a full refund of the Fee (the “Refund”) in the event that the Wikipedia page created for Customer by Service Provider is deleted within thirty days from the publishing of the page on Wikipedia (the “Monitoring Period”).
5. Service Provider’s Limited Warranty and Limitation of Liability. Customer’s Representations.
5.1 Service Provider warrants that it shall perform the Services:
(a) In accordance with the terms and subject to the conditions set out in the respective Statement of Work and this Agreement.
(b) In a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services.
5.2 SERVICE PROVIDER MAKES NO WARRANTIES EXCEPT FOR THAT PROVIDED IN SECTION 5.1 ABOVE. ALL OTHER WARRANTIES, EXPRESS, AND IMPLIED, ARE EXPRESSLY DISCLAIMED.
5.3 Notwithstanding anything to the contrary, Customer represents and understands that:
Wikipedia is a collaborative encyclopedia, in which any decision on the content is taken by the Wikipedia community through a collective process.
The Service Provider is not affiliated with Wikipedia has made no promises or guarantees about the outcome or success of the engagement, and nothing in this Agreement shall be construed as a promise or guarantee as to such outcome.
The customer shall not be entitled to Refund after the Monitoring Period.
The Wikipedia page created by Service Provider might be canceled or modified by the Wikipedia community for reasons that are beyond Service Provider’s control.
The scope of this Agreement is exclusively limited to the services described in Section 1 of this Agreement. Any other similar service that the Customer may wish to receive shall be separately agreed in writing by Service Provider.
Service Provider may terminate this Agreement at any time for any reason effective upon written notice to Customer.
6. Confidentiality. From time to time during the Term of this Agreement, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”), non-public, proprietary, and confidential information of Disclosing Party that, if disclosed in writing or other tangible form is clearly labeled as “confidential,” or if disclosed orally, is identified as confidential when disclosed and within seven (7) days thereafter, is summarized in writing and confirmed as confidential (”Confidential Information”); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party’s breach of this Section 7; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder, or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s Group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement.
If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective order or another remedy. For purposes of this Section 7 only, Receiving Party’s Group shall mean the Receiving Party’s employees, officers, or agents.
7. Limitation of Liability. IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
8. Entire Agreement. This Agreement, including and together with any related exhibits, schedules, attachments, and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. The parties acknowledge and agree that if there is any conflict between the terms and conditions of this Agreement and the terms and conditions of any the terms and conditions of this Agreement shall supersede and control.
9. Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
10. Relationship of the Parties. The relationship between the Parties is that of independent contractors. The details of the method and manner for the performance of the Services by Service Provider shall be under its own control, Customer being interested only in the results thereof. The Service Provider shall be solely responsible for supervising, controlling and directing the details and manner of the completion of the Services. Nothing in this Agreement shall give the Customer the right to instruct, supervise, control, or direct the details and manner of the completion of the Services. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other forms of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
11. Choice of Law. This Agreement and all related documents are governed by, and construed in accordance with, the laws of the State of New York, without giving effect to the conflict of laws provisions thereof.
12. Independent Legal Advice. Each of the parties hereby acknowledges that it has been afforded the opportunity to obtain independent legal advice and confirms by the execution and delivery of this Agreement that they have either done so or waived their right to do so in connection with the entering of this Agreement.
13. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. Notwithstanding anything to the contrary, a signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.