Company may also be available for additional services outside the scope of this accompanying engagement letter or invoice, per Client’s request, on an as-agreed basis. Prior to performing Additional Services, the Company will notify the Client of additional fees for the performance of the Additional Services. Such charges shall be in addition to all other amounts due under this engagement letter or invoice.

As full consideration for the provision of the Services, Client shall pay Company fees as per the engagement letter or invoice. Fees may be adjusted due to increases in goods and services costs at the sole discretion of the Company. Client shall be notified of any such fee adjustments in writing and a new invoice provided as appropriate.

Payments are to be made in U.S. funds. Non-payment of the agreed-upon fees by their deadlines shall constitute a material breach of this agreement. In such a case, Client will be charged a late fee of $20, and Company will cease any work until such time that the fees are paid in full.

All charges payable are exclusive of taxes, surcharges, or other amounts assessed by state or federal governments. Taxes imposed upon or required to be paid by Client shall be the sole and exclusive responsibility of the Client.

The Company shall take all commercially reasonable security measures to protect the loss, misuse, and alteration of the Client’s information under our control; however, no system is impenetrable.  We use reasonable and appropriate physical, electronic, and administrative safeguards to protect personal data from loss, misuse and unauthorized access, disclosure, alteration and destruction, taking into account the nature of the Personal Information and risks involved in processing that information. The Client may inquire about the Company’s processes at any time using the contact information in the engagement letter or invoice. 

It is agreed that Company’s fees are not contingent upon the outcome or completion of any matter. Company does not guarantee the outcome of any matter. 

Company does not warrant in any form the results or achievements of the Services provided or the resulting work product and deliverables. Company warrants that the Services will be performed by qualified personnel in a professional and workmanlike manner in accordance with the generally accepted industry standards and practices. Company shall comply with all statutes, ordinances, regulations, and laws of all international, federal, state, county, municipal or local governments applicable to performing the Services hereunder.

The services and products covered under these terms are not a work-for-hire. The copyright in all deliverables created hereunder for Client shall belong to the Company. All intellectual property rights in all deliverables hereunder are and shall remain the sole and absolute property of Company, subject to a worldwide, non-exclusive license to Client for its internal use as intended under these terms, and the Company retains all moral rights therein. Company does not grant Client any license to any of the Company’s products. In other words, all services and products provided by the Company to the Client are solely for the client’s internal use and may not be shared, sold, or otherwise used other than for its intended purpose. 

While providing Services to the Client, Company shall gather information and documents which relate to Client. The Company shall keep such information and documentation confidential, except where disclosure is required by law or regulation, or in other exceptional circumstances.

Client agrees to indemnify, defend, and hold the Company and its affiliates and their respective officers, directors, employees, and agents harmless from and against all third-party claims, losses, liabilities, damages, expenses, and costs, including attorney’s fees and court costs, arising out of the Client’s (i) negligence or willful misconduct or (ii) its material breach of any of the terms herein. The Company, when seeking indemnification, shall provide the Client with prompt written notice of any claim and give complete control of the defense and settlement of the Client, and shall cooperate with the Client, its insurance company, and its legal counsel in its defense of such claim(s). For purposes of this section, the acts or omissions of Client’s employees, consultants, subcontractors, agents, and representatives shall be deemed the acts or omissions of the Client.

EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS UNDER SECTION 8 OF THESE TERMS, IN NO EVENT SHALL COMPANY BE LIABLE TO THE CLIENT FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOST BUSINESS OPPORTUNITIES, BUSINESS INTERRUPTIONS, DAMAGE TO GOODWILL OR REPUTATION, AND COSTS OF COVER, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. COMPANY’S ENTIRE AGGREGATE LIABILITY FOR ANY CLAIMS RELATING TO THE SERVICES SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY THE CLIENT TO THE COMPANY IN THE ACCOMPANYING INVOICED AMOUNT. THIS SECTION SHALL SURVIVE THE TERMINATION OF THESE TERMS.
NO ACTION SHALL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF THESE TERMS MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION, EXCEPT FOR MONEY DUE ON AN OPEN ACCOUNT.

The applicability of the terms will commence as of the first date of any Services performed and will continue in perpetuity unless earlier terminated as set forth herein.

The Client may terminate Company’s Services at any time by providing prompt written notice of termination. The Company can also withdraw from providing Services at any time, except to the extent limited by applicable law or rules of professional conduct. Upon Company’s termination or withdrawal, Client remains obligated to pay for all Services rendered prior to termination.

Should Client breach this agreement, Company shall have the right to immediately withdraw from providing Services and terminate this agreement in full. If Company’s fees are not paid timely, we will terminate our services.

Neither Party shall be liable hereunder for any failure or delay in the performance of its obligations, except for the payment of money, if such failure or delay is on account of causes beyond its reasonable control, including, but not limited to, pandemics, war, fires, floods, accident, earthquakes, inclement weather, telecommunications line failures, electrical outages, network failures, governmental regulations or controls, casualty, strikes or labor disputes, terrorism, civil commotion, acts of God, or other similar or different occurrences beyond the reasonable control of the Party so defaulting or delaying in the performance of the associated invoiced services, for so long as such Force Majeure is in effect. Each Party shall use reasonable efforts to notify the other Party of the occurrence of such an event within five (5) business days of its occurrence. If performance is delayed over thirty (30) days, the Party not experiencing the force majeure event may terminate the invoiced services or products.

These terms will be governed by and interpreted in accordance with the laws of the State of New York, without giving effect to the principles of conflicts of law of such state. The Parties hereby agree that any action arising out of these terms will be brought solely in any state or federal court located in Westchester County, New York. Both Parties hereby submit to the exclusive jurisdiction and venue of any such court. THE PARTIES FURTHER AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTERCLAIM OR ACTION ARISING FROM THE TERMS.

The parties agree to attempt to settle any claim or controversy arising out of these Services terms through consultation and negotiation in good faith and spirit of mutual cooperation. When a dispute arises, the dispute will be submitted in writing to the other party for resolution. If the parties are unable to resolve the dispute within fifteen (15) days, either party may refer the dispute to mediation, the cost of which will be shared equally by the parties, except that each party will pay its own attorney's fees. Within fifteen (15) days after written notice demanding mediation, the parties will choose a mutually acceptable mediator. Neither party will unreasonably withhold consent to the selection of the mediator. If the dispute cannot be resolved through mediation within forty-five (45) days, either party may submit the dispute to a state or federal court of competent jurisdiction in the State of New York, U.S.A. Use of any dispute resolution procedure will not be construed under the doctrines of laches, waiver, or estoppel to adversely affect the rights of either party. Nothing herein prevents either party from resorting to judicial proceedings if the dispute is with respect to Intellectual Property Rights, or interim relief from a court is necessary to prevent serious and irreparable injury to a party or others.  

If either Party incurs any legal fees associated with the enforcement of these terms, or any rights under these terms, the prevailing Party shall be entitled to recover its reasonable attorney’s fees and any court, arbitration, mediation, or other litigation expenses from the other Party.

The Company’s only Client in the Engagement is the party identified as Client in the Engagement Letter. The Engagement is not an agreement to provide Services to any of Client’s affiliates, subsidiaries, parents or related individuals, officers, directors, partners, members, shareholders, employees, independent contractors or agents (collectively, “Affiliates”) unless the Company has specifically agreed to do so in writing. Client agrees that the Company’s provision of Services to the Client in the Engagement does not give rise to a Tutor-Client relationship between the Company and any of Client’s Affiliates.