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HENRY STREET CREATIVE, LLC

SERVICES AGREEMENT

This SERVICES AGREEMENT (“Agreement”), dated as of the date of the initial online transaction (the “Effective Date”), is by and between Henry Street Creative, LLC (“HSC”), a New York limited liability company, having an address at 201 W. 77th St., #6C, New York, NY 10024, and the counterparty identified below as “Client” (“Client”), for the purpose of setting forth the exclusive terms of service by which Client will acquire HSC’s services.  Each of Client and HSC will be referred to individually as a “Party” or collectively as the “Parties”.

RECITALS

WHEREAS, HSC has knowledge and expertise in the business of providing digital and social media marketing, management, creative and consulting services through henrystreetcreative.com and tylergmount.com;

WHEREAS, Client desires to engage HSC and receive HSC’s services as set forth on Exhibit A;

NOW, THEREFORE, in consideration of the mutual promises and representations, the sufficiency of which is hereby acknowledged by the Parties, and subject to the terms of service herein contained, the Parties hereby agree as follows:

Article I
Scope of Services, Fees and Payments

Section 1.01 Services.  

(a) Services Generally.  HSC will perform the services set forth in each SOW (each as may be amended by Change Orders (as defined below) from time to time, “SOW”) annexed hereto as Exhibit A (the “Services”), which is incorporated by reference herein.  During the term hereof, HSC will perform the Services in a timely and professional manner consistent with industry standards.  This Agreement constitutes a basic agreement, the terms of service of which shall apply to each SOW entered into between the parties for the furnishing of such Services and  related deliverables.  If each of the Parties has agreed to an SOW in writing, the terms of service of this Agreement will apply to each such work assignments as well as to all future work assignments from Client (subject to additional new SOWs or any Change Order) until the Agreement is terminated.  Each of the Parties acknowledges that HSC is performing the Services on a non-exclusive basis and has other clients for which services (that may or may not be substantially similar to the Services) are being performed, subject to HSC’s obligations set forth in this Agreement.  Any material changes in the details of the Services or the assumptions upon which this Agreement is based (including, but not limited to, changes in an agreed starting date for the Services or a suspension of the Services by Client) may require changes in the budget and/or timelines, and will require a written amendment to the Agreement or through a Change Order.  

(b) Change Requests and Change Orders.   Client may request, in writing, changes to the Services from time to time during the Term (a “Change Request”).  Upon receipt of a Change Request from Client, HSC shall provide a proposed Change Order, in substantially the form annexed as Exhibit B below (each, a “Change Order”) for consideration by Client, identifying any impacts to the then-current Services, schedule, Fees (as defined below) or Expenses (as defined below).  HSC shall use its best efforts to effectuate any changes described in a Change Order without adversely impacting the project schedule, Fees or Expenses, or the quality, cost, security or performance of the Services.  

If any such change in specifications, deliverables or schedule is requested, HSC shall notify Client if it believes that an adjustment in the fees to be paid to Client with respect to the applicable SOW (or an adjustment to the applicable schedule in the case of a change in specification or deliverables) is required.  The parties shall then negotiate in good faith a reasonable and equitable adjustment in the applicable fees, schedule and specifications, if any.  A Change Order will be effective only upon review, approval, and execution by both Parties; HSC shall continue work pursuant to the existing SOW, and neither party will be bound by any change requested, until both Parties have accepted such change to the relevant SOW in writing.

(c) Subcontractors.   HSC may in its sole discretion, employ one or more subcontractors for the performance of Services.  Any assignment or employment of subcontractors by HSC will not relieve HSC of any of its obligations under this Agreement.  HSC will have the sole responsibility for the assignment of personnel to perform any Services.

(d) Independent Contractors.  Each of the Parties acknowledges that neither HSC (nor any of its employees, sub-contractors and agents, if any) is not and must not be deemed employees of Client.  As an independent contractor, HSC is solely responsible for payment of all taxes relating to its work hereunder, and any of its employees, including, but not limited to, all federal, state and local income taxes, employment related taxes, workers’ compensation insurance, social security taxes and withholding taxes relating to HSC and anyone working for HSC.  Neither HSC (nor any of HSC’s employees, subcontractors and agents, if any) will be entitled to any benefits paid or made available by Client to its employees.  Each of the Parties are not partners or joint venturers; neither Party is the agent, representative or employee of the other Party.   Nothing in this Agreement will be construed to create any relationship between them other than an independent contractor relationship.   Neither Party will have any responsibility or liability for the actions of the other Party except as specifically provided herein.  Neither Party will have any right or authority to bind or obligate the other Party in any manner or make any representation or warranty on behalf of the other Party.  

(e) Force Majeure.  HSC must not be liable to Client for any failure or delay caused by events beyond HSC’s control, even if such event was reasonably foreseeable or HSC had received warning  about the possibility of such event occurring, including, without limitation, Client’s failure to furnish necessary information; restrictions or limitations imposed by governmental authorities (including without limitation, precatory or mandatory quarantines, capacity constraints, curfews and stay-at-home orders) or other restrictions imposed by landlords and other third parties relating to a pandemic, disease outbreak or biohazard event; sabotage; acts of God; catastrophes and natural disasters; acts of terrorism; failure or delays in transportation or communication; black-outs and brown-outs and failure of energy supply; failure or substitutions of equipment; labor disputes; accidents; shortages of labor, fuel, raw materials or equipment; or technical failures.

Section 1.02 Fees, Payments and Expenses.  

(a) Payments. We accept the following forms of payment:

–  Visa

–  Mastercard

–  American Express

–  Discover

You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Services. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall be in US dollars.

You agree to pay all charges at the prices then in effect for your purchases and any applicable shipping fees, and you authorize us to charge your chosen payment provider for any such amounts upon placing your order. If your order is subject to recurring charges, then you consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until such time as you cancel the applicable order. If additional expenses outside of the SOW are approved in writing, you authorize HSC to apply your payment to the payment method on file. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.

We reserve the right to refuse any order placed through the Services. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed by or under the same customer account, the same payment method, and/or orders that use the same billing or shipping address. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors.

REFUNDS POLICY

Refund Policy for Online Consulting Services:

• Eligibility:
  • Refunds are only available for consulting services purchased directly through Tylergmount.com.
  • To be eligible for a refund, clients must request the refund within 5 business days of the initial purchase date and have not completed or be within 24 hours of their first session, or onboarding session with consultant. 
• Refund Process:
  • To request a refund, clients must contact tyler@henrystreetcreative.com and emily@henrystreetcreative.com and provide their order number and a brief explanation of the reason for the refund request.
  • Refund requests will be evaluated on a case-by-case basis.
  • If the refund request is approved, the refund will be issued to the original payment method used for the purchase within 3-5 business days of approval.
• Non-Refundable Services:
  • Once consulting services have been rendered, they are non-refundable.
  • Any completed or partially completed consultations are ineligible for refunds.
  • Clients may not request refunds for consulting services that have already been provided or scheduled.
• Cancellation Policy:
  • Clients may cancel scheduled consulting sessions without penalty if the cancellation is made at least 24 hours/days in advance.
• No Show Policy:
  • Any meetings not canceled or rescheduled within 24 hours will be forfeited. They will not be eligible for rescheduling and will not be eligible for a full or partial refund of the monthly consulting fee. 
• Unsatisfactory Service:
  • If a client is unsatisfied with the consulting service provided, they must notify us within 2 business days of the service delivery.
  • We will make every effort to address the client’s concerns and provide a satisfactory resolution, which may include rescheduling the consultation or providing additional services.
  • Refunds for unsatisfactory service will be issued at the discretion of Henry Street Creative. 
• Changes to Refund Policy:
  • Henry Street Creative reserves the right to update or modify this refund policy at any time without prior notice.
  • Any changes to the refund policy will be effective immediately upon posting on our website.

By purchasing consulting services from Henry Street Creative, LLC and/or tylergmount.com, clients acknowledge and agree to abide by the terms of this refund policy. If you have any questions or concerns regarding our refund policy, please contact us for assistance.

(b)Invoices.  As consideration for Services and other obligations imposed upon HSC under this Agreement, Client will promptly pay HSC for the Services set forth on Exhibit A through automated payments with their preferred payment method set up through a user account on tylergmount.com.  HSC will invoice Client for additional expenses, services, or fees that have been agreed upon by both Parties in writing. Invoices are due upon receipt, however, Client will have a five (5) day grace period to send payment upon receipt of the invoice and provide payment to HSC in accordance with the payment instructions set forth on Exhibit C, provided, that Client will be obligated to pay immediately any periodic retainers or advances that may be reasonably requested or agreed to between the Parties in writing, with no obligation nor any liability accruing or incurred by HSC relating to performance of any Services during any period in which HSC is not fully paid.  

(c) Expenses.  Client will reimburse HSC for all reasonable out-of-pocket expenses,  incurred by HSC during the performance of Services on behalf of Client, if any of these activities are deemed necessary.  As a condition to receipt of reimbursement, HSC will be required to submit to Client reasonable evidence that the amount involved was both reasonable and necessary to the Services provided under this Agreement.

(d) Delays and Failure to Pay.  If Client fails to pay invoices as per payment terms mentioned above, Client will be assessed late fees in the amount of 5% per week, compounded weekly for each additional week past-due, (or part thereof), on the amount shown on any invoice that is paid later than five (5) days after the invoice date.   In the event that Client continues failure to pay for services rendered, Client will be responsible for any and all fees and expenses HSC incurs in order to collect for services rendered.  HSC will have no obligation to perform any Services when any amount required to be paid by Client remains due and unpaid beyond the date such amount is due.  Any deferral, postponement or suspension of Services by HSC as a result of Client’s failure to make payment as required will extend the due dates of any deliverables and other Services to the extent impacted by such suspension or delay.  In the event that work is postponed at the request or due to the action or inaction, including a “Cease Work Order” due to a failure to pay, of Client, HSC may continue to invoice Client for fees and expenses incurred through the end of the mandated period detailed below in Section 4.02, or until client has served HSC with the mandatory corresponding written notice to cancel this agreement as detailed below in Section 4.02 – whichever is longer. 

(e) Amounts Owed to HSC upon Termination.  All prior amounts due or invoiced will be immediately due upon termination of this Agreement.  Without limiting any other amounts payable to HSC, HSC will be entitled to recover payment for all Services rendered through the date of termination (including for work in progress), those costs reasonably incurred in anticipation of performance of the Services to the extent they cannot reasonably be mitigated, any other termination costs HSC incurs in connection with canceling any secondary contracts it undertook in anticipation of performance of the Services and any other actual damages suffered by HSC.   

Section 1.03 Access and Cooperation; Status Reports and Performance Delays.  

(a) Access.  For any Services to be provided by HSC at any of Client’s sites, Client will provide HSC’s personnel with (i) to the extent reasonably required and relevant for a particular project, a suitable and adequate work environment, including space for work and equipment for performance of the Services; (ii) to the extent reasonably required and relevant for a particular project, access to and use of Client’s facilities; (ii) access to relevant information, including software, hardware and documentation and, if requested, assist such personnel in a timely manner by promptly correcting any hardware or software problems that would affect the performance of Services; and (iii) any other items set forth in each SOW.   

(b) Cooperation.  Client will ensure that all of Client’s personnel who may be necessary or appropriate for successful and timely implementation of the Services will, on reasonable notice, (i) be available to assist HSC’s personnel by answering business, technical, and operational questions and providing requested documents, guidelines, and procedures in a timely manner; (ii) participate in the Services as outlined in the SOW; (iii) actively participate in progress and other Service-related meetings, if requested; (iv) contribute to software and system testing, if appropriate; and (v) be available to assist HSC with any other activities or tasks required to complete the Services.   Where agreement, approval, acceptance or consent by either Party is required by any provision of this Agreement or any SOW, such action will not be unreasonably delayed or withheld, unless otherwise specifically provided herein.

(c) Status Reports and Performance Delays.  HSC will render status reports to Client as to the progress of any work assignment when and as requested by Client.  Any statements and agreements concerning time are good faith estimates based upon information available and circumstances existing at the time made, and such estimates are subject to equitable adjustment upon any material change in such information or circumstances or occurrence of delays resulting from causes beyond HSC’s reasonable control.   Without limiting the generality of the foregoing, Client acknowledges that HSC’s failure or delay in furnishing necessary information, equipment or access to facilities, delays or failure by Client in completing tasks required of Client or in otherwise performing Client’s obligations hereunder or under any SOW and any assumption contained in a SOW which is untrue or incorrect will be considered an excusable delay or excusable failure to perform hereunder and may impede or delay completion of the Services.  Client further acknowledges that such delays or failures may result in additional charges for Services.   

Article II
Non-Disclosure and Trade Secrets

Section 2.01 General.

1. Mutual Non-Disclosure and Non-Use of Confidential Information.  Each party acknowledges that the information and data disclosed by the other party (the “Disclosing Party”) and received by a party (the “Recipient”), directly or indirectly, that a reasonable person would deem confidential or proprietary or a competitor to the Disclosing Party would reasonably deem material and valuable, during the period of HSC’s providing Services to Client concerning the business and affairs of the Disclosing Party and its affiliates and their respective customers or clients, are the property of the Disclosing Party or such affiliates (the “Confidential Information”).  Therefore, Recipient agrees that Recipient will not disclose to any unauthorized person or use for Recipient’s own account (other than with respect to enforcement of this Agreement or relating to any dispute between the parties or in connection with any of Recipient’s obligations under this Agreement) any of such information or data without the Disclosing Party’s prior written consent, unless and to the extent that such information (1) is or becomes generally known to and available for use by the public other than as a result of Recipient’s acts or omissions to act in violation of this Agreement or any other agreement by which Recipient is bound, (2) was known to Recipient prior to Recipient’s engagement by the Disclosing Party or any of its affiliates, (3) is lawfully received from a third party without breach any duty or obligation of confidentiality, non-use or non-disclosure or (4) is independently developed by or for Recipient without reference to or reliance upon the Disclosing Party’s Confidential Information.  In the event that any Confidential Information is required to be disclosed by Recipient pursuant to any applicable law, legal or arbitral tribunal or proceeding, or court order, Recipient will provide the Disclosing Party prompt prior notice of such requirement (unless prohibited by law) and will reasonably cooperate with the Disclosing Party, at the Disclosing Party’s sole expense with prompt reimbursement of Recipient’s attorney’s fees and disbursements, in seeking a protective order or other appropriate remedy in respect of any Confidential Information required to be so disclosed.  

Section 2.02 Compelled Disclosure.  Notwithstanding any other provision of this Agreement, disclosure of Confidential Information will not be precluded if such disclosure is required under applicable law, regulation or valid order of a court or other governmental body to which a relevant Party is subject (“Applicable Law”), provided, that, to the extent permitted by law, Recipient will promptly provide written notice to Client of the need for such disclosure, and reasonably cooperate with Disclosing Party, at Disclosing Party’s sole expense (including without limitation, Recipient’s attorneys’ fees and disbursements) to seek a protective order or other confidential treatment of its Confidential Information.  Notwithstanding the foregoing, any disclosure of Confidential Information in accordance with this Section 2.02: (a) will be limited to that which is reasonably necessary to comply with the terms of such law, regulation, court order or governmental body, and (b) must in no way alter the proprietary and confidential nature of such Confidential Information for all other purposes.  

Section 2.03 Return or Destruction. As requested by Disclosing Party during the Term, or subsequent to expiration or any termination of this Agreement, Recipient will return or destroy, as Disclosing Party may direct, all material in any medium that contains, refers to, relates to, or is derived from Confidential Information of Disclosing Party and retain no copies other than as required by law, and provide written certification executed by an executive officer of Recipient to Disclosing Party at any time upon Disclosing Party’s reasonable request.  Notwithstanding the foregoing provisions of this Section 2.03, (a) Recipient may retain one copy of such Confidential Information for archival purposes, and (b) Recipient may retain Confidential Information if required to do so by Applicable Law, provided, that Recipient will notify Client in writing of such obligation, and (i) may not use such retained Confidential Information for any purpose not strictly required to comply with such law, and (i) will at Disclosing Party’s option, return or destroy such retained Confidential Information as soon as practicable after it is no longer required by law to retain it.

Section 2.04 No Rights or Licenses.  Notwithstanding Confidential Information must be and will remain the sole and exclusive property of Disclosing Party and is subject to the restrictions provided for herein.   No rights or licenses, including without limitation to trademarks, inventions, copyrights, patents or any other intellectual properties, are implied or granted to Recipient, whether by implication, estoppel or otherwise, under this Agreement.  Recipient may not use any Confidential Information in applying for patents or securing other intellectual property rights.

Section 2.05 Defend Trade Secrets Act Notice.  Notwithstanding the nondisclosure obligations herein, pursuant to 18 U.S.C. Section 1833(b), Recipient will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document filed in a lawsuit or other proceeding if such filing is made under seal.

Article III
Work Product

Section 3.01 Work Product.  Subject to Client meeting all of its payment obligations under this Agreement to HSC, HSC agrees that any and all ideas, discoveries, developments, improvements, inventions and works of authorship, and any and all materials, whether made, conceived, written, created or first reduced to practice in whole or in part by HSC, alone or with others, in the performance of the Services under this Agreement (collectively, “Work Product”), to the extent permitted by law, will be the sole and exclusive property of Client.  Accordingly, subject to Client meeting all of its payment obligations under this Agreement to HSC without additional consideration, HSC hereby agrees to transfers and assigns to Client all of HSC’s right, title and interest, including all patent, copyright, trade secret, trademark, and other intellectual property rights, in and to all Work Product unless otherwise agreed upon in writing by both Parties.

Section 3.02 Residual Rights. Notwithstanding anything to the contrary, Client agrees that HSC, its employees and agents will be free to use and employ their general skills, know-how and expertise, and to use, disclose and employ any generalized ideas, concepts, know-how, methods, tools, processes, techniques or skills gained or learned during the course of any Services performed hereunder, subject to its obligations respecting  Confidential Information set forth in Section 2.   Client understands and agrees that HSC may perform similar services for third parties using the same personnel that HSC may utilize for rendering the Services for Client hereunder, subject to HSC’s obligations respecting Client’s Confidential Information set forth in Section 2.   

Section 3.03 Licensing of Content, Rights and Reproductions.  Notwithstanding anything to the contrary in this Agreement, all media incidentals to third parties will be paid directly to those parties by Client or its agents, including licensing, scanning and transfer fees for images, film, video audio.  Client will obtain the licensing of media in connection with the project for which HSC is providing Services to use and hold such media based on predetermined use for annual renewal or for use in perpetuity.  The Parties acknowledge that external costs not included in the budget discussed between the Parties required for full project completion by Client are listed as follows:

Licensing of names, Marks, works of authorship, video (whether live, streaming or otherwise), images, effects, music, fonts, memes, emoticons or any other content, tools or features to be used on website, social media accounts, platforms and apps

Client acknowledges and agrees that Client’s failure to obtain sufficient licenses in a prompt manner may delay HSC’s performance of Services, and such additional delay may result in additional charges.

Section 3.04 Client Content. As between Client and HSC, Client will own all rights, title and interest in and to the Client Content.  “Client Content” is all content or materials provided by Client or its affiliates to HSC hereunder, including but not limited to trademarks, service marks, logos, insignia, trade names and other designations of origin of Client and its affiliates (collectively “Marks”), text, graphics, Client software, third party software, music or other material in any form or media.  

1. Content License.  Client hereby grants to HSC, a non-exclusive, non-transferable and non-sublicensable, worldwide, royalty-free license to use the Client Content, Logo, Name and Trademarks under the terms of service of this Agreement solely as necessary for HSC’s marketing strategy including but not limited to social media, website, e-mail marketing and digital advertising. HSC will not (a) knowingly or negligently permit any third party to use the Client Content; (b) use the Client Content in a manner that is likely to diminish or impair the Client Content’s value; or (c) knowingly permit the use of any mark, name, image likely to cause confusion with Marks.  Except for the limited license set forth in this Section 3.04, Client expressly reserves all other rights in and to the Client Content.
2. Cooperation.  Client will, in good faith and through the use of commercially reasonable efforts, provide to HSC any materials and information in Client’s possession and control that are: (i) reasonably requested by HSC and (ii) reasonably necessary for the performance by HSC of the Services hereunder.

Article IV
Term and Termination

Section 4.01 Term.  Initial Term.  The initial term of this Agreement will commence as of the date hereof and will be for one (1) year from the Effective Date (the “Term”). Unless either Party has provided written notice of termination within thirty (30) days prior to the end of the Term, this Agreement will automatically renew for successive one (1) year terms (each a “Renewal Term” and collectively with the Term and prior Renewal Terms, the “Term”). Upon renewal, the pricing for the services provided under this contract may be subject to adjustment. HSC reserves the right to adjust the prices for the services outlined in this contract upon renewal. Any price adjustments will be communicated to the Client in writing at least sixty (60) days prior to the renewal date.

Section 4.02  Termination and Pause of Service for Convenience.  Either Client or HSC may terminate this Agreement or request a pause of service  with or without cause, at any time upon thirty (30) days’ prior written notice to the other Party, and payment in full satisfaction of Serviced performed has been received by HSC.

Section 4.03 Termination for Cause. Should either Party default in the performance of this Agreement or materially breach any of its obligations under this Agreement, the non-breaching Party may terminate this Agreement immediately if the breaching Party fails to cure the breach within five (5) business days after having received written notice by the non-breaching Party of the breach or default providing reasonable detail of the breach or default, or if the nature of such breach or default is inherently not curable.

Section 4.04  Effects of Termination.  The election of Client to terminate this Agreement will not be deemed an election of remedies, and all other remedies provided by this Agreement or available at law or in equity will survive any termination.  Upon expiration or termination of this Agreement for any reason, each Party will be released from all obligations to the other Party arising after the date of expiration or termination, except that expiration or termination will not relieve HSC of its, his or her obligations under Article II, Article III, Article IV, Article V and Article VI, nor will expiration or termination relieve HSC or Client from any liability arising from any breach of this Agreement.

Section 4.05 Confidential Information.  Upon expiration or termination of this Agreement for any reason, subject to the Client meeting all of its payment obligations under this Agreement, HSC will cease using all Confidential Information, including but not limited to Work Product.  Subject to Client meeting all of its payment obligations under this Agreement and at Client’s sole expense and in accordance with Client’s instructions, HSC will act in good faith to (a) promptly deliver to Client all such Confidential Information in tangible form other than an archival copy subject to Section 2.03, or (b) certify in writing as to the destruction of Confidential Information, subject to an exception for an archival copy as set forth in Section 2.03.  

Article V
Covenants

Section 5.01 Other Activities.  The Parties acknowledge and agree that HSC is providing its services to Client on a non-exclusive basis.  HSC represents and warrants that HSC has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement or that would preclude HSC from complying with the provisions of this Agreement.  HSC will promptly inform Client of any potential conflict relating to Services being provided by HSC any specific project or any direct competitor of the Client in the geographic regions in which Client is engaging in business activities, provided, that the Parties acknowledge that HSC’s disclosure obligations under this Section 5.01 may be limited by HSC’s confidentiality obligations to its clients, customers, contractors, employees and vendors.  

Section 5.02 Non-Solicitation.  

(a) Restriction on HSC.  During the Term of this Agreement, and for a period of eighteen-(18-) months following the latter of the termination of this Agreement or the termination of performance of HSC’s Services (the “Restriction Period”), HSC will not solicit directly or indirectly the services of any of Client’s employees, and will not induce any employee of Client to terminate his or her employment with Client.   

(b) Restriction on Client.  During the Restriction Period, neither Client nor its affiliate will, directly or indirectly, (without the prior written consent of HSC) knowingly hire or independently contract for any of HSC’s employees, sub-contractors or agents (each a “worker”) or divert such worker to any other third party.   Any consent by HSC may be granted, conditional upon the payment of a finder’s fee by Client equal to twenty (20%) percent of any worker’s anticipated maximum annual compensation during the first year of engagement (including any and all discretionary or performance bonuses and incentives to which such worker may be entitled or earn, whether or not payable within the first year of engagement).  This fee must be confirmed in writing by HSC and Client, and mutually agreed upon prior to worker, directly or indirectly, providing any services for, or entering into any relationship with, Client, Client’s affiliate or any third party.

Section 5.03 Compliance with Applicable Laws.  

1. Client Compliance.  In the conduct of its business activities and in connection with any project to which HSC is providing Services, Client (together with its parents, subsidiaries and respective affiliates, if any) will comply with Applicable Law.   Any data, information, works of authorship, media incidentals, Client Content or other Material provided directly or indirectly by Client (i) does and will not (i) infringe upon any third party intellectual property rights, (i) is and will be truthful, accurate, not materially misleading, (iii) does not and will not be making or supporting any false claims or relating to any deceptive marketing practices or claims, and (iii) is not being used in an unlawful manner or any manner that may be reasonably like to be deemed to be putting any Party (or its affiliates) or third party in a false light obscene, defamatory, libelous, or offensive to community standards (which may include without limitation, content or presentation of content, that is racially- or ethnically- insensitive or offensive, political or religious in nature, offensive or insensitive to religious groups and communities, offensive or insensitive to people of different sexual orientation or gender identity, offensive or insensitive to prevailing beliefs, mores and moral values, inciting violence, breaching social taboos or community norms, profane, lewd, lascivious, sexual in nature) or otherwise likely to be in violation of any terms of use/terms of service relating to any social media platforms or other digital channels through which such Client Content or other Material is being distributed, (iv) does not include any Personal  Information, and (iv) does not relate to, or being directed at or targeting, children below the age of 13.
2. HSC Compliance.  Subject to Client meeting its obligations set forth in Sections 3.03, 3.04 and 5.03(a), in providing Services, HSC will comply with all Applicable Law; provided, that any data, information, works of authorship, media incidentals, Client Content or other Material provided directly or indirectly by Client does not infringe upon any third party intellectual property rights, is truthful, accurate, not materially misleading, nor making any false claims or relates to any deceptive marketing practices or claims, and is not intended by Client to be used in unlawful manner or any manner that may be deemed likely to be obscene, defamatory, libelous, putting any Party (or its affiliates) or third party in a false light or offensive to community standards.
3. Data Privacy Definitions.  For purposes of this Agreement, the following capitalized terms shall mean the following:

9. “Personal Information” means (1) any information relating to an identified or identifiable individual (such as name, postal address, email address, telephone number, date of birth, Social Security number (or its equivalent), driver’s license number, account number, personal identification number, health or medical information, or any other unique identifier or one or more factors specific to the individual’s physical, physiological, mental, economic or social identity), whether such data is in individual or aggregate form and regardless of the media in which it is contained, that may be (a) disclosed at any time to HSC or its employees, consultants, vendors, agents or other personnel (“Personnel”) by Client in anticipation of, in connection with or incidental to the performance of services for or on behalf of Client; (b) Processed (as defined below) at any time by HSC or its Personnel in connection with or incidental to the performance of this Agreement; or (c) derived by HSC or its Personnel from the information described in (a) and (b) above; and (2) (a) any customer order data;  (b) any information which can be used to distinguish or trace an individual’s identity, such as their name, Social Security number, e-mail addresses, biometric records, etc. alone, or when combined with other personal or identifying information which is linked or linkable to a specific individual, such as date and place of birth, mother’s maiden name, etc., including without limitation, any information qualifying as “personal information” under California data breach notification law, SB 1386 (including without limitation,  an individual’s first name or first initial and last name in combination with any one or more of the following data elements, when either the name or the data elements are not encrypted: (1) Social security number; (2) state driver’s license number or California Identification Card number; (3) account number, credit or debit card number, in combination with any required security code, access code, or password that would permit access to an individual’s financial account), or (c) with respect to any resident or citizen of any nation in the European Union or any person who is geographically situated in the European Union, any “personal data” as defined in EU Directive 95/94/EC, including without limitation, any information relating to an identified or identifiable natural person; an identifiable person is one who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to his physical, physiological, mental, economic, cultural or social identity; but in all cases of subclauses (a) or (b), shall exclude publicly available information that is lawfully made available to the general public from federal, state, or local government records.

2. “Process” or “Processing” means any operation or set of operations performed upon Personal Information, whether or not by automatic means, such as creating, collecting, procuring, obtaining, accessing, recording, organizing, storing, adapting, altering, retrieving, consulting, using, disclosing or destroying the data.

Article VI
Indemnities and Limitations of Liabilities

Section 6.01 Indemnification.  

1. Client Indemnification of HSC.   Client hereby indemnifies and agrees to indemnify and hold harmless HSC and its managers, managing members, members, partners, directors, officers, independent contractors and employees, and agents and its and their respective successors, assignees, and licensees, and their managers, managing members, members, partners, directors, officers, directors, employees and agents (each of the foregoing, including HSC, a “Indemnified Party”) from and against any loss, claim, damage or liabilities (or actions in respect thereof that may be asserted by any third party) that may result from any third party claims arising out of or relating to (1) any use by HSC of any intellectual property owned or licensed by Client or content provided by Client to HSC, directly or indirectly, that does not arise from, or relate to, the gross negligence, fraud, unlawful conduct (except to the extent that such unlawful conduct relates, directly or indirectly, to any unlawful act or omission by Client) or intentional misconduct of a Indemnified Party,  (2) any breach by Client of its representations, warranties or covenants under this Agreement or (3) if any Indemnified Party is called to testify or give a deposition in any civil, criminal, administrative or arbitrative action or hearing, alternate dispute resolution mechanism, investigation, inquiry, mediation, settlement, suit or proceeding, and any appeal thereof relating solely to your acts, omissions or your role as  in connection with the Services provided by HSC or relating to events, circumstances and other factual matters encountered by HSC during the course of performing Services for Client (each a “Proceeding”) (whether or not it is a party or is threatened to be made a party to such Proceeding); provided, that, (1) to the extent that HSC has no prior knowledge of such Claim, HSC and each Indemnified Party has notified Client promptly in writing of any such Claim; and (2) the Indemnified Party will reasonably cooperate with Client’s  legal counsel, unless the interests of the Parties are reasonably deemed to be direct and adverse and written notice of such adversity is provided to Client.

2. Control of Defense.  In the event that a Indemnified Party is indemnified pursuant to this Section 6.01, HSC and each Indemnified Party must give  Client sole control of the defense thereof and any related settlement negotiations; provided, however, that (i) Client will not, without the Indemnified Party’s prior written consent, admit liability or consent to the imposition of any liability upon the Indemnified Party, (ii) Client may not settle any claim against the Indemnified Party (A) unless such settlement completely and forever releases the Indemnified Party from all liability with respect to such claim and is subject to subclause (i) above, or (B) unless the Indemnified Party consents to such settlement; and (iii) the Indemnified Party will have the right, at its option, to waive its right to indemnification by Client and defend itself against any such claim at its own expense and at its own risk, or to participate in the defense thereof by Client, using counsel of such Indemnified Party’s  own choice, at its sole expense.   Notwithstanding anything to the contrary in this Agreement, Client must indemnify and hold harmless, and advance expenses to, the Indemnified Party for independent counsel of its choice in the event that (1) Indemnified Party has reasonably determined that there may be an actual or potential conflict of interest between the Indemnified Party and Client, in connection with any Proceeding (whether or not it is a party or is threatened to be made a party to such Proceeding), (2) Client has not promptly in fact have employed legal counsel to assume a Indemnified Party’s defense in connection with any Proceeding (whether or not it is a party or is threatened to be made a party to such Proceeding), or (3) Indemnified Party is called to testify or give a deposition in any Proceeding (whether or not it is a party or is threatened to be made a party to such Proceeding), then in any such event such Indemnified Party will be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any such proceeding) and any and all costs and expenses related to such separate legal counsel will be borne by Client.  

Section 6.02 Limitation of Liability Generally. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES, OR TO ANY OTHER THIRD PARTY, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, OR THE SERVICES OR EFFORTS TO MEET PERFORMANCE OBLIGATIONS, FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS OR LOSS OF BUSINESS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER A PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 

Section 6.03 Limitation of Liability for HSC’s Services.   NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL HSC’S LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNTS PAID BY COMPANY TO HSC IN THE TWELVE- (12-) MONTH PERIOD PRIOR TO SUCH LIABILITY ARISING UNDER THIS AGREEMENT FOR THE SERVICES, DELIVERABLES OR INVENTIONS GIVING RISE TO SUCH LIABILITY.

Section 6.04 Scope of Liability.  THIS SECTION SETS FORTH CLIENT’S SOLE REMEDIES AND HSC’S AND ITS SUBCONTRACTORS’ AND THEIR RESPECTIVE AFFILIATES’ SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED OR ALLEGED CLAIMS THAT THIS AGREEMENT OR ANY SUBJECT MATTER HEREOF (INCLUDING THE SERVICES OR ANY DELIVERABLES RELATING TO THE SERVICES) INFRINGES, MISAPPROPRIATES OR OTHERWISE VIOLATES ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHT.

Section 6.05  Survival.  This Section 6 will survive and apply even if any limited remedy specified in this agreement is found to have failed of its essential purpose.   

Section 6.06  Non-Disparagement. (a) The parties hereto agree that I will make, or cause to be made, any statements, observations, or opinions, or communicate any information (whether oral or written), that disparages or is likely in any way to harm the reputation of the Company, Tyler Mount or any of their respective affiliates, employees, managers, managing members, members, officers, directors, affiliates or consultants, customers, vendors, investors, equity owners, creditors, business partners and other associates. Nothing contained in this Agreement shall be deemed to prohibit either party from testifying truthfully under oath pursuant to any lawful court order or subpoena or otherwise responding to or providing disclosures required by law.

(b) Notwithstanding anything to the contrary, in the event of any breach of the obligations by me under Sections 6(a) or 6(b), that the Company shall no longer be bound by its obligations to me, other than mandated by applicable law.

(c) In the event that the Company commences an action in any court of law to enforce any of the restrictive covenants set forth in this Section 6(a) or 6(b) (each, “Covenant” and collectively the “Covenants”), the running of any time period or limitation applicable to such Covenant will be suspended and tolled pending final resolution of such legal action. The running of any unexpired time period must resume either on the date when final judgment is rendered or when all appeals taken there from are concluded, whichever is later. Additionally, the time period for my faithful observance or performance of any Covenant under this Agreement will also be extended for any period of time that I am in breach of such Covenant. 

(d) In the event that the Company commences an action in any court to enforce any of the Covenants, the party against whom the court finds must pay all costs and expenses associated.

Article VII
General Provisions

Section 7.01 Amendment.  Any amendment to this Agreement must be in writing and signed by all Parties.

Section 7.02 Authorized Representatives. Each signatory to this Agreement personally represents that, he, she or it has authority to legally bind his, her or its  respective party to this Agreement.

Section 7.03 Assignment.  Neither Party may make any assignment of this Agreement or any interest herein, except as otherwise permitted in this Agreement, without the prior written consent of the other Party; except that either Party may assign, in its sole discretion, any and all its rights, interest and obligations under this Agreement to its parent Client or any direct or indirect subsidiary of the Party’s parent Client.  

Section 7.04 Counterparts.  This Agreement may be executed in counterparts, each of which will be an original and all such counterparts together will constitute the entire Agreement.  Electronically transmitted and facsimile transmitted signatures will have the full force and effect of an original signature. 

Section 7.05 Entire Agreement and Conflicts with SOW.  This Agreement (together with all schedules and exhibits annexed hereto or otherwise agreed to in writing between the Parties from time to time, including without limitation, any SOW or Change Order) contains the final, complete and exclusive agreement of the Parties relative to the subject matter hereof, and supersedes any and all prior agreements or understandings (oral or written) between the Parties with respect to the subject matter hereof.   In the event of any conflict between this Agreement and a SOW, this Agreement shall control, unless otherwise specified in this Agreement, except that the SOW shall control with respect to any project set forth in the SOW.  Each SOW is incorporated and made a part of this Agreement to the same extent as if set forth in full herein; any use of the phrase “this Agreement” will include each SOW (unless such construction is clearly not intended).

Section 7.06 Survival of Terms. All terms and provisions of this Agreement, including any and all exhibits, addenda and amendments hereto, which by their nature are intended to survive any termination or expiration of this Agreement, will so survive.  

Section 7.07 Governing Law; Jurisdiction.  This Agreement and the subject matter of this Agreement and the relations of the parties thereto (including any disputes), shall, except as otherwise expressly provided herein, be governed by, construed in accordance with, and enforced under, the laws of the State of New York without regard to its principles of conflict of laws (other than Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York).  Each party hereby agrees that the New York State Supreme Court, Commercial Division, within the borough of Manhattan in New York, New York, if applicable, shall have exclusive jurisdiction and venue over all controversies arising out of, relating to, or in connection with, this Agreement, and if not applicable, the Federal and state courts within the borough of Manhattan in New York, New York shall have jurisdiction and venue over all controversies arising out of, relating to, or in connection with, this Agreement.

Section 7.08 No Waiver.  Failure by either Party to insist upon the performance of any term, covenant, or condition in this Agreement, or to exercise any rights under this Agreement, will not be construed as a waiver or relinquishment of the future performance of any such term, covenant, or condition, or the future exercise of any such right, and the obligation of each Party with respect to such future performance will continue in full force and effect.

Section 7.09 Notices.  All notices, demands, requests, consents, and other communications required or which may be given under this Agreement will be deemed to have been duly given (a) when delivered by hand; (b) five (5) days after being mailed by registered or certified mail, return receipt requested; (c) when received by the addressee, if sent by facsimile transmission or the U.S. Postal Office’s Express Mail service, FedEx or other nationally recognized express courier delivery service (receipt requested), in each case addressed to a Party at its address set forth above (or to such other address as such Party may hereafter designate as to itself by notice to the other Party); or (d) when delivered by email addressed to the Party to be notified at such Party’s email address as set forth on the signature page, as subsequently modified by written notice, or if no email address is specified on the signature page, at the most recent email address set forth in Client’s books and records.  Notices are deemed received when the recipient replies by email confirming receipt, provided that any emails arriving on a weekend (Saturday or Sunday, or in the Middle East region, Friday or Saturday) or after 5pm (local time) on a business day will not be deemed received until the next business day.  Each Party hereby assumes and covenants to act in good faith to respond promptly and truthfully and accurately to any request for confirmation of receipt of email.   

Section 7.10 No Third Party Beneficiaries. The sole non-exclusive client of HSC pursuant to this Agreement is Client, and no other persons or entities (including employees, officers, directors, agents, advisers, members, stockholders or lenders of or to Client) are parties to the Agreement.   The Parties agree that this Agreement is solely for the benefit of the Parties hereto and no provision of this Agreement will be deemed to confer upon any other person or entity any remedy, claim, liability, reimbursement, cause of action or other right whatsoever, whether express or implied, under or because of this Agreement or the services to be provided pursuant thereto.  

Section 7.11  Reimbursement of Collection Fees and Legal Expenses.  Client must promptly reimburse HSC  (in no event later than within ten (10) business days of HSC’s written notice (including reasonable back-up) thereof), for any attorney’s or collection fees , disbursements and expenses, including any and all costs incurred by HSC in any action or proceeding relating to the enforcement of this Agreement, that HSC incurs as a result of Client’s failure to make timely payments required under, or relating to Client’s breach of any provision or obligation in, this Agreement.  

Section 7.12  Taxes.  HSC will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state or local tax authority with respect to HSC’s performance of services and receipt of fees under this Agreement.  Because HSC is an independent contractor, Client will not withhold or make payments for social security; make unemployment insurance or disability insurance contributions; or obtain workers’ compensation insurance on HSC’s behalf.  HSC will be responsible for complying with all applicable state and federal laws governing self-employed individuals, including obligations such as payment of taxes, social security, disability and other contributions based on fees paid to HSC under this Agreement.  

Section 7.11 Legal and Equitable Remedies.  HSC hereby acknowledges and agrees that in the event of any breach of this Agreement by HSC, including without limitation, the actual or threatened disclosure of Confidential Information without the prior express written consent of Client, Client will suffer an irreparable injury such that no remedy at law will afford it adequate protection against, or appropriate compensation for, such injury.  Each Party acknowledges and agrees that in the event of a breach of Section 5.02 (Non-Solicitation), including without limitation, the actual or threatened solicitation activity in breach of Section 5.02 (Non-Solicitation), the other non-breaching Party will suffer an irreparable injury such that no remedy at law will afford it adequate protection against, or appropriate compensation for, such injury.  Accordingly, each Party hereby agrees that the other non-breaching Party will be entitled to specific performance of its respective obligations with respect to Section 5.02 (Non-Solicitation), and Client will be entitled to specific performance of  HSC’s obligations with respect to breach of Confidential Information under this Agreement, as well as other equitable or further relief as may be granted by a court of competent jurisdiction, without necessity of posting a bond, to the extent permitted under Applicable Law.

Section 7.12 Severability.  If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any rule of law or public policy by a court of competent jurisdiction, all other conditions and provisions of this Agreement will nevertheless remain in full force and effect, insofar as the foregoing can be accomplished without materially affecting the economic benefits anticipated by the Parties to this Agreement.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto will negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible to the fullest extent permitted by Applicable Law.

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IN WITNESS WHEREOF, the Parties hereto have executed and agreed to this AGREEMENT as of the Effective Date.

HSC:

HENRY STREET CREATIVE, LLC

By:

Name:  Tyler Mount

Title: CEO

CLIENT:By checking the box at online checkout, this indicates that you have read and agree to these terms and services, you acknowledge that such action constitutes your electronic signature and signifies your acceptance of these terms and any subsequent amendments or modifications.

EXHIBIT A

HENRY STREET CREATIVE, LLC
SERVICES AGREEMENT —  STATEMENT OF WORK 

This STATEMENT OF WORK (“SOW”) dated and effective as of  the date of the initial online transaction (the  “SOW Date”) is hereby annexed to and made part of that certain Services Agreement by and between Henry Street Creative, LLC (“HSC”), a New York limited liability company, and the party (“Client” or each a “Party” and collectively and each, the “Parties”) set forth below, dated as of the date first set forth above (the “Agreement”).  This SOW incorporates by reference all terms of service set forth in the Agreement, and is integrated, together with the Agreement, as one and the same agreement.  All capitalized terms used herein that are not otherwise expressly defined shall have the same meanings ascribed to such terms in the Agreement.  The indicated electronic signature constitute the Client’s written consent to the terms of service of this SOW.  This SOW shall be effective upon completion of online checkout.  

Client hereby orders the services and/or deliverables described below (the “Work”), and HSC agrees to commence the Work upon review and acceptance of this SOW.  The Work will be provided pursuant to the rates, terms, and conditions set forth in this SOW and any applicable laws, statutes, regulations, and/or other restrictions of the countries where the Services will be performed and the Work will be provided. 

Client hereby acknowledges that any services, products, or offerings not explicitly listed in the below Scope of Work shall be deemed “Out of Scope” and be subject to a change order and additional fees. 

SCOPE OF WORK

THE BRAND ACCELERATOR	THE EMPIRE BUILDER
$1495.00  USD / MONTH	$2495.00 USD / MONTH
· Twice- Monthly 45-minute consultations with Tyler Mount over Zoom · Live audit social media platforms and existing digital ecosystem · Assessment of current marketing and branding strategies · Guidance on content creation and on-camera best practices  · Recommendations for improvement and enhancement · Guidance on creative assets for effective branding and marketing · Twice-monthly recap email with personalized action items and resource suggestions · Ongoing support, accountability, and valuable insights from Tyler	· Weekly 45-minute consultations with Tyler Mount over Zoom · Live audit social media platforms and existing digital ecosystem In-depth assessment of current marketing and branding strategies · Guidance on content creation and on-camera best practices Recommendations for improvement and enhancement · Guidance on creative assets for effective branding and marketing · Timelines and roadmap for achieving business goals · Weekly recap email with personalized action items and resource suggestions · Ongoing support, accountability, and valuable insights from Tyler

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IN WITNESS WHEREOF, the Parties hereto have executed and agreed to this STATEMENT OF WORK as of the Effective Date.

HSC:

HENRY STREET CREATIVE, LLC

By:

Name:  Tyler Mount

Title: CEO

CLIENT:By checking the box at online checkout, this indicates that you have read and agree to these terms and services, you acknowledge that such action constitutes your electronic signature and signifies your acceptance of these terms and any subsequent amendments or modifications.

EXHIBIT C

Payment Instructions

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