Services. Creator shall hereby execute and deliver the services described in the SOW Exhibit A (“Service” or “Services”). Such Services may include, but are not limited to, the provision of any other services, materials, or products related to those specified in the SOW Exhibit A.Additional Services. The Parties acknowledge and agree that, on a Service-by-Service basis, MoonMen may need and is entitled to accept additional Services for which Creator is entitled to offer. MoonMen and Creator shall negotiate, in good faith, a supplementary fee for any additional Services. The supplementary fee shall be paid and invoiced apart from any other fees under this Agreement.
Sole Provider. The Parties acknowledge and agree Creator to be the sole and exclusive Service provider to MoonMen for the Services described in this Agreement. The Services will be original and authentic work by the Creator, free of plagiarism. Creator agrees to use reasonable care to ensure that all facts and statements in the Services are true and that the Services does not infringe upon any copyright, right of privacy, proprietary right, right of publicity or any other right of a third party.
Edits. Creator agrees that MoonMen has the right to edit the Services as it deems appropriate prior to publication, and that Creator will cooperate with MoonMen in editing and otherwise reviewing the Services prior to publication. Creator will cooperate with MoonMen if any complaints, claims or litigation should arise regarding the Services.
Term. The Parties acknowledge and agree that, upon the Effective Date, the Agreement’s term, as laid out in the SOW Exhibit A, shall be in full force and effect.ose specified in the SOW Exhibit A.Prework Consultation. The Parties acknowledge and agree that the Term under this Agreement may include an initial pre-work consultation. Before the Services are provided to MoonMen, a pre-work consultation shall be provided to MoonMen which shall include one (1) meeting with Creator that will last no longer than ninety (90) minutes (“Consultation”). In addition to this Consultation, MoonMen may request additional meetings with Creator, as necessary. Creator shall, unless it provides a persuasive reason for being unable to, engage in any such additionally requested meetings. Unless agreed upon by the Parties otherwise, Consultations shall take place in person, via telephone, or via teleconferencing. To decide upon the date and time of Consultations, the Parties shall make a good faith effort to schedule a date and time that is convenient for both Parties, keeping in mind that the initial Consultation shall take place no later than thirty (30) days after the Effective Date. Creator shall begin providing Services as soon as reasonably feasible following the conclusion of the Consultation.
Obligations of Parties. Both Parties acknowledge and agree that MoonMen shall not control Creator. Therefore, Creator shall provide MoonMen all relevant materials necessary to perform the Services for MoonMen. Creator shall also track all time spent rendering the Services discussed in this Agreement, and, upon MoonMen’s written request to Creator, furnish such tracking information to MoonMen. The Parties also agree to act reasonably and in good faith to meet in person in the event that any Services necessitate that physical presence of both Parties. Creator will determine the method, details, and means of performing the Services in the SOW Exhibit A. Creator may perform the Services under this Agreement at any suitable time and location Creator chooses.Creator will use their own resources such as supplies, equipment, tools, and materials to complete services, unless necessity requires the use of MoonMen' resources and premises and those requirements are defined in this Agreement.
Language. Services must not use any profanity or controversial language. Services shall be in language and with quality of images and videos consistent with Creator’s normal posts prior to the date of this Agreement.
Approvals. MoonMen shall provide consolidated feedback and reasonable revisions for the Creator to complete. Creator must complete the revisions to MoonMen’s reasonable satisfaction and MoonMen shall have final approval.
Pay or Play. MoonMen shall not be required to utilize Creator’s Services or the product of Creator’s Services, it being understood that MoonMen’ sole obligation shall be to make the payments required pursuant to the provisions of Compensation in the SOW.
Disclosures. Creator agrees that Creator will make necessary FTC-mandated disclosures relevant to content posted by the Creator. Such disclosures shall be in form and type customary to similar content partnership. Failure to make such disclosure may result in Creator forfeiting the rights to any compensation agreed to paid by MoonMen. In any event, MoonMen will not be liable for paying directly, or for reimbursing Creator, any fines imposed by the FTC for Creator’s failure to make proper disclosures as prescribed by the FTC.
Equipment. MoonMen shall provide Creator with access to its premises, materials, information and systems to the extent necessary for the performance of the Services. Unless otherwise specified in SOW Exhibit A, Creator shall furnish, at its own expense, the materials, equipment, and other resources necessary to perform the Services. Creator agrees to comply with MoonMen’s requests and expectations for any MoonMen equipment it uses to render the Services in this Agreement, which includes, but is not limited to, computers and software. MoonMen’s requirements and expectations may include but are not limited to safety, health, workplace conduct, and any other requests and expectations necessary to remain in agreement with any federal, state, and local laws of the applicable jurisdiction.
Compensation. The Parties agree that, for any Services rendered, MoonMen shall pay to Creator relevant fees according to the schedule laid out in the SOW Exhibit A (the “Fee”).Recordation and Audits. Creator shall use best practices in accordance with the relevant industry to track and invoice MoonMen for the Fee. MoonMen reserves the right to request an audit of Creator’s books as may be reasonably necessary to maintain fairness and accuracy.Additional Fees. The Parties acknowledge and agree that additional Fees may be necessary in the event that MoonMen demands non-solicitation, exclusivity, or confidentiality from Creator in addition to that provided in this Agreement. In such circumstances, the Parties shall negotiate, in good faith, a Fee reasonable for any such additional requirements. And, in the event that additional Fees are negotiated, all modifications made to this Agreement shall constitute amendments and be attached to this Agreement.
Expenses. The Parties acknowledge and agree that Creator shall be solely responsible for any and all expenses incurred by Creator under the terms of this Agreement.
Creator Duty Not to Compete & Discretion. The Service rendered under the terms of this Agreement shall be ultimately controlled by the Creator. Creator shall execute all Services under this Agreement absent observation by MoonMen, its agents, representatives, or employees, unless extraordinary circumstances occur which may entitle the Parties to renegotiate Fees. However, where necessary for the completion of Services, observation may be permitted. This Agreement shall not be exclusive, on Creator’s behalf. Creators may provide services or be employed in other businesses during the Term of this Agreement, unless there is a conflict of interest. For purposes of this Agreement, Creator managing, working for, or investing significantly in businesses, regardless of status as a for-profit or nonprofit entity, in direct competition with MoonMen insofar as the Services under this Agreement are concerned, may constitute a conflict of interest. MoonMen may, in the form of a written waiver from MoonMen, waive any such conflicts of interest to allow Creator to render services for conflicting or competing parties.
Non-Circumvention of Business Opportunities Regarding a Relationship. For the duration of the relationship and a period of three (3) years thereafter, Creator shall not call on, engage, contract with, bargain with, agree to agree with, solicit, or attempt to do any of the foregoing, in any manner, directly or indirectly, for any reason, any of the principals involved in any relationship disclosed by MoonMen, or with any other person with whom Creator called or with whom Creator became acquainted through MoonMen (an “Introduced Party”) that may reasonably be viewed by MoonMen as detrimental to the business interests of MoonMen. Specifically, Creator shall not, under any circumstance, without the prior, express written agreement of MoonMen, directly or indirectly initiate any contact with an Introduced Party, whether regarding the relationship or any other proposed business dealing or relationship of any kind, or otherwise circumvent, bypass, or otherwise deny, limit, evade, equivocate, or reduce the interest, profit, share, or participation of MoonMen in any relationship.
Relationship of Parties. Creator shall be treated as an Creator under this Agreement, and all terms under this Agreement shall be read and interpreted to reflect this status. Creator shall not be entitled to act as MoonMen’s employee, representative, partner, or agent at any point during the Term of this Agreement, unless otherwise stated explicitly in writing in this Agreement or in any subsequent amendments to this Agreement. MoonMen shall not be required to provide Creator with any employment after the Term of this Agreement. This Agreement shall not be read or interpreted to constitute an employment contract. This Agreement, as well as any subsequent agreements, shall not be read or interpreted to constitute the creation of any type of partnership, association, or joint venture between the Parties. MoonMen is not obligated to provide Creator with any benefits, including, but not limited to, disability or unemployment insurance, medical or life insurance, compensation time, overtime, retirement or holiday benefits, profit sharing, bonuses, unemployment compensation, workers’ compensation, health benefits, vacation pay, sick pay, or any other employment benefit under this Agreement. Creator shall be responsible for providing Creator’s own expenses, disability, unemployment, and other insurance, workers’ compensation, training, permits, licenses, and any other requirement for Creator and for Creator’s employees and subcontractors. Creator shall be solely responsible for paying its own taxes as a Creator, including taxes related to hiring and income related to the rendering of the Services under this Agreement. Creator’s responsibility to pay its own taxes is not limited to any federal, New York or local income taxes, social security or unemployment tax, or any other tax. MoonMen shall not withhold any local, state, or federal income taxes from Creator or any relevant third parties. Creator shall provide MoonMen with documentation proving the payment of all federal, state, and local taxes if MoonMen reasonably requests such documentation. Creator, on behalf of Creator and Creator successors, assigns, and heirs, agrees to defend, indemnify and hold MoonMen, including MoonMen 's employees, officers, directors, agents, attorneys, subsidiaries and affiliates, harmless from and against any damage, claim, losses, fee, assessment, interest charge or penalty incurred by or charged to MoonMen as a result of any claim, cause of action or assessment by any government agency for any nonpayment or late payment by Creator of any tax or contribution based on compensation paid hereunder to Creator or because MoonMen did not withhold any taxes from compensation paid hereunder. This entire section shall remain in effect after the termination of this Agreement.
Insurance. During the Term, Creator shall maintain in force adequate workers' compensation insurance, commercial general liability, errors and omissions insurance, and other forms of insurance, in each case with insurers reasonably acceptable to the MoonMen, with policy limits sufficient to protect and indemnify the MoonMen and its affiliates, and each of their officers, directors, agents, attorneys, employees, subsidiaries, partners, members, controlling persons, and successors and assigns, from any losses resulting from Creator acts, or omissions or the acts, or omissions of Creator agents, Creators, servants, or employees. The MoonMen shall be listed as additional insured under such policy, and Creator shall forward a certificate of insurance verifying such insurance upon the MoonMen's written request, which certificate will indicate that such insurance policies may not be canceled before the expiration of a thirty (30) business day notification period and that the MoonMen will be immediately notified in writing of any such notice of termination. Termination of required insurance constitutes a material breach of this Agreement.
Non-Exclusive Relationship. Creator may represent, perform services for, and contract with as many additional clients, persons, or companies as Creator, in Creator’s sole discretion, sees fit, provided those services do not pose a conflict of interest with the services performed for MoonMen. Creator acknowledges that this is a non-exclusive engagement and that MoonMen retains the right to appoint additional Creators as MoonMen, in its sole and unrestricted judgment, may from time to time determine to be in the interests of MoonMen without liability or obligation to Creator.
Intellectual Property Rights. Intellectual property rights comprise of any copyrights, trademarks, patents, trade secrets, and any additional intellectual property rights that exist now or in the future, both in the United States and any other country. Additionally, anything created by MoonMen at any time or anything produced by Creator while performing the Services under this Agreement which is not protected by intellectual property law, including, but not limited to, any works, photographs, videos, social media posts, content, digital assets, collections, visuals, packaging, marketing materials, public relations ideas, phrases, or words, scripts, inventions, discoveries, methods, processes, ideas, designs plans, reports, specifications, drawings, concepts, and any other information shall be included under the terms of this Agreement (“Intellectual Property Rights” or “IP”). This entire section shall remain in effect after the termination of this Agreement.MoonMen’s Rights and Obligations. The Parties acknowledge and agree that MoonMen is and shall remain the sole and exclusive owner of any and all Intellectual Property Rights and content under this Agreement, including, but not limited to, all intellectual property regarding the Services and any other relevant materials. MoonMen is and shall remain the sole and exclusive owner of all its own Intellectual Property Rights, data, processes, trade secrets, and confidential information, and shall retain all rights in its Service Marks, Trademarks, and any other products or content. Creator is not permitted to license the Intellectual Property Rights under this Agreement, or use such content and materials, except as necessary to render the Services under this Agreement. This Agreement shall not, nor shall any terms under this Agreement, create a grant of rights to Creator in any content or Intellectual Property Rights.Creator Rights and Obligations. Creator grants ownership of any intellectual property created under this Agreement to MoonMen, but Creator shall remain the sole and exclusive owner of any intellectual property rights it owned prior to the start of this Agreement. Creator grants a license to MoonMen for use of Creator’s pre-existing intellectual property if that intellectual property is included in the Intellectual Property Rights provided for in this Agreement. MoonMen may sub-license any Intellectual Property Rights granted to it by Creator under this agreement without Creator’s approval. Creator is not entitled to any “moral rights,” which may include, but are not limited to, any rights to prevent relevant work from being subject to modifications, revisions, or any other changes. In the event that Creator creates any process or work product under this Agreement, Creator shall disclose any such work product or process in writing as quickly as possible to MoonMen, even if such work is not classified as a trade secret or would not be validly patentable under 35 U.S.C. §100. Before disclosing any such work product or process, Creator shall obtain written approval from MoonMen. In the event that Creator files a patent application arising under this Agreement’s terms and the project undertaken pursuant to this Agreement, Creator shall irreversibly and automatically assign any such interest in a patent application to MoonMen. Creator’s rights to use the materials created pursuant to the terms of this Agreement shall remain limited to Creator’s business marketing or advertising on its website, in its portfolio, or on its social media accounts. These limited rights, however, do not grant Creator any right to sell, publish, or create derivative works of the same material or similar material. Creator shall deliver, in good faith, any relevant testimony, documentation, or other materials necessary to cooperate with MoonMen in enforcing its Intellectual Property Rights upon a reasonable written request from MoonMen.Works Made for Hire: To the extent permitted by law, Creator acknowledges and agrees that any and all work products, materials, and content it creates under this Agreement shall be deemed a work made for hire as defined in 17 U.S.C. §101. All Intellectual Property Rights in any work products, materials, and content created under this Agreement, therefore, remain the sole and exclusive property of MoonMen, now and in perpetuity. In the event that any works created pursuant to this Agreement do not constitute works made for hire, Creator assigns to MoonMen all irrevocable rights, interests, and titles in the Intellectual Property Rights of any such works.Social Media Reposting and Usage Rights. For the avoidance of doubt, MoonMen as the sole and exclusive owner of all content created under this Agreement, shall be permitted to use all of MoonMen IP indefinitely on any social media and in any form of advertisement and promotion, including, but not limited to, all MoonMen social media platforms (ie. Instagram, TikTok, Youtube, Twitter and Facebook), all MoonMen Websites (ie. loveMoonMen.com, heatmakessense.com), in-store merchandising, print or television advertising.
Confidentiality. Creator and MoonMen both understand and acknowledge that, for purposes of accomplishing the responsibilities under this Agreement, the Parties may be required to disclose certain confidential or proprietary information about business operations, choices, and activities (“Confidential Information”) to the other Party. Confidential Information includes, but is not limited to, any material related to the Services under this Agreement; financial, marketing, or operational data, lists, or strategies; other intellectual property information; customer, licensee, or client data, identifying information, identities, or communications; product information; and other oral or written information that is not available to the public. Creator acknowledges and agrees that Creator, subject to the exceptions listed in subsections (a) – (c) of this section, is not permitted to and shall not disclose, communication, or reveal any Confidential Information to any third party without the prior written consent of MoonMen. If Creator reveals any Confidential Information without MoonMen’s prior written consent, Creator shall be severely liable for breaching its obligation of confidentiality under this Agreement. The Parties thus agree that MoonMen shall remain the sole and exclusive owner of any Confidential Information during the Term of this Agreement and in perpetuity. This section shall remain in effect after the termination of this Agreement.For purposes of this paragraph, this Agreement shall be deemed Confidential Information. Information shall not be considered Confidential Information if such information (i) is or becomes publicly known or available by no fault of either Party to this Agreement, (ii) was revealed by a third party not bound by this Agreement, (iii) was lawfully obtained or possessed by the receiving Party before the other Party disclosed the information, (iv) was ly created by a Party without knowledge or access to the other Party’s Confidential Information, or (v) was disclosed pursuant to written approval by an agent or authorized representative of the disclosing Party. The disclosure of Confidential Information does not constitute a breach if that disclosure is required by a law, regulation, or rule in the relevant jurisdiction, or as required by a judicial or governmental proceeding. In such cases, the Confidential Information that may be disclosed includes, but is not limited to, details about the content or subject matter of this Agreement.If a third party asks either Party to disclose Confidential Information for use in a judicial or governmental proceeding or dispute resolution, the Party receiving the request must notify the other Party of the request both orally and in writing, permitted that such notice is lawful. The Parties shall reasonably cooperate in such processes to maintain the confidentiality of the Confidential Information and obtain any necessary protective order for purposes of preserving confidentiality.MoonMen may require any third-parties working on behalf of Creator to sign intellectual property and confidentiality agreements prior to and as a condition of their engagement.
Representations and Warranties.MoonMen’s Representations and Warranties. MoonMen represents and warrants: that MoonMen (i) has full power and authority to enter into this Agreement as well as the authority to enter into this Agreement on behalf of any entity party to this Agreement if applicable; (ii) is able to render the Services as described under this Agreement to a reasonably satisfactory industry standard; (iii) has acquired or been given the appropriate authorization to execute the necessary signatures upon the conclusion of this Agreement; (iv) has spent a sufficient amount of time reviewing Creator’s previous works to develop a reasonable expectation of a similar outcome of the Services to be rendered under this Agreement; (v) has not entered into contracts with other companies that provide the same or similar Services as those to be provided by Creator under this Agreement; and (vi) understands that every project is different, and Creator’s final delivery of Services may not be equal to and may deviate from the services previously reviewed by MoonMen that Creator has provided to other parties in the past.Creator’s Representations and Warranties. Creator represents and warrants that Creator : (i) intends to perform the Services under this Agreement at a professional standard in accordance with the industry and in a reasonable period of time by or before any deadlines specified in this Agreement; (ii) has the requisite ability and essential skills required to render the Services under this Agreement; (iii) has acquired or been given the appropriate authorization to perform any relevant signatures upon conclusion of this Agreement; (iv) has conducted business under this Agreement under all relevant federal, state, and local laws, as well as any other business, which includes, but is not limited to, obtaining and maintaining any permits, certificates, or licensing as well as the proper accounting for purposes of taxation; (v) shall use a reasonable standard of care in accordance with the relevant industry in rendering Services pursuant to this Agreement; (vi) shall make a good faith effort to incorporate all suggestions made by MoonMen into Creator’s performance of the Services under this Agreement; and (vii) shall, using best efforts, ensure that any Services rendered under this Agreement are of the same standard as the services provided in Creator’s portfolio or as previously provided to MoonMen.
Music. Creator shall only use royalty-free music when needed in order to execute and deliver the Services under this Agreement. Creator agrees and acknowledges that Creator will not use any copyright protected music in any of the Services in the SOW Exhibit A.
Termination. Either Party may terminate this Agreement with or without cause, but only if said Terminating Party provides a written notice to the other Party at least thirty (30) days prior to the date of termination. In the event that the Agreement is terminated without cause, MoonMen shall pay any outstanding Fees to Creator which shall be prorated at the date of termination. In the event that termination is caused by a Party’s material breach of the Agreement, the non-breaching Party may terminate the Agreement immediately upon written notice. A breach constitutes a “material” breach if (i) the Party that breached has been notified by the non-breaching Party but has been unable to cure the breach within thirty (30) days from notice of the breach or (ii) the breach cannot be repaired, with the exception of breaches caused by force majeure.Post Termination Obligations. After termination without cause or resulting from a material breach, Creator shall have thirty (30) days to return or send to MoonMen any relevant content or materials, or executive any relevant tasks, including, but not limited to: (i) deleting digital or physical files that may refer to MoonMen, this Agreement, or any Confidential Information; (ii) any and all materials or documents that may contain or discuss any Confidential Information; (iii) any and all content produced for or resulting from the Services rendered under this Agreement; (iv) a written confirmation to MoonMen asserting that Creator has followed this clause and completed the necessary tasks listed; and (v) if relevant, written confirmation to MoonMen that all of Creator’s employees, subcontractors, and other relevant personnel, have taken the same requisite measures as described in subsections (i)-(iv) of this paragraph to ensure that no material relevant to this Agreement remains in the possession of either Creator or Creator’s employees, subcontractors, or other personnel.
Force Majeure. Except for purposes of compensating the other Party for the Services provided under this Agreement, neither Party shall be held liable or be responsible for the failure or delay in the execution or fulfillment of obligations under this Agreement if the failure or delay is completely due to events that are not within that Party’s practical control, which includes, but is not limited to, pandemics, epidemics, insurrection, acts of God, acts of war, floods, hurricanes, fires, earthquakes, other natural disasters, riots, governmental acts, embargos, sabotage, shortages in labor, industry wide disputes, travel delays, or any other similar events. The Party who is affected by any of the previously stated events but provides the other Party reasonable and timely notice of such event and delay in or failure of performance and shall use all commercially reasonable resources, within reason, to cure or offset the delay or failure.
Rescheduling Services. MoonMen may reasonably reschedule Creator’s Services under this Agreement at MoonMen’s full discretion. MoonMen shall provide written notice of rescheduling Services to Creator within five (5) business days of the rescheduled Service.
Indemnification. The Parties agree to indemnify, defend, and hold the other Party harmless from all claims for liabilities, costs, damages, recoveries, expenses, and attorney’s fees that may arise out of any claim pursuant to this Agreement. Further, each Party agrees to indemnify and hold harmless the other Party, the other Party’s employees, agents, partners, attorney’s managers, principals, Creators, affiliates, subcontractors, officers, subsidiaries, or any other representatives, for any claim, liability, injury, fines, property damage, losses, penalties, fees, costs, and any and all other expenses or other causes of action that may arise out of the performance of Services or may result from the content under this Agreement, which includes, but is not limited to, willful misconduct, infringement of third party rights, and gross negligence. In the event that an indemnified Party receives a claim, the Party shall provide the indemnifying Party notice of receipt of the claim within five (5) business days. If, after timely receipt of notice, the indemnifying Party fails to reasonably defend the indemnified Party’s claim, the indemnified Party may defend itself against the claim at the expense of the indemnifying Party. If a claim involves anything other than payment of Fees to which the Party is entitled to full indemnification, the indemnifying Party must, before settling a claim, obtain the indemnified Party’s written consent to settlement.
Limitations on Liability. The Parties each represent and warrant that the Services rendered to MoonMen by Creator under this Agreement shall be executed and provided on an “as-is” basis. Creator makes no representations and warranties about merchantability or fitness for any particular purpose, and MoonMen acknowledges and agrees such. To the extent permitted by law, Creator’s total liability for any and all damages, breaches of, or claims shall not surpass the total Fees received by Creator under this Agreement.
Dispute Resolution.Mediation. In the event a conflict, dispute, or disagreement arises from this Agreement, the Parties agree that they shall first attempt, in good faith, to solve such conflict, dispute, or disagreement through the use of a mutually agreed-upon mediator in Kings County, New York. In the event of mediation, the Parties will share all expenses and fees relating to mediation equally.Arbitration. If the Parties are unable to agree to a resolution through mediation, the dispute shall be addressed by a mutually agreed-upon arbitrator from the American Arbitration Association (“AAA”) in the state of New York, for a binding arbitration which will be subject to the AAA’s guidelines and rules. Any judgment rendered under this arbitration process shall be entered in the appropriate jurisdiction’s court.Expenses. The Parties shall share any and all mediation and arbitration costs and expenses equally. The mediation and arbitration process may not grant an award of punitive damages that exceeds the actual damages measured by the Parties. Any and all documentation, materials, or otherwise that may be submitted by either Party in the process of mediation or arbitration shall be considered Confidential Information under this Agreement. Thus, any Confidential Information that is used in any dispute resolution process shall remain confidential except to the extent required by a court of law or that is required to enforce, vacate, or establish any of the Parties’ awards under the dispute resolution process.
Notices. All notices or communications described in this Agreement, or necessary or allowable under this Agreement, must be in writing, subject to the terms of this Agreement. A notice or communication is only deemed sufficiently delivered to the other Party once any of the following occurs: (i) if notice or communication has been mailed, then either three (3) days following the mailing of the notice or communication by certified or registered services with prepaid postage, or following the request of a return receipt; (ii) upon receipt by the receiving party if delivered by hand or via another service; or (iii) upon receipt by the receiving Party if conveyed by email. For applicable contact information and relevant delivery addresses for notice and communication, see the Signature Block.
Assignment. Neither Creator nor MoonMen, nor their individual successors, heirs, legal representatives, or otherwise, shall be bound or profited by this Agreement. The Parties are only permitted to assign any responsibilities, obligations, or rights prescribed by this Agreement to another party with prior written consent of the other Party to this Agreement. MoonMen, however, may assign this Agreement to another party without prior written consent of Creator, unless otherwise stated in this Agreement, if the assignment is (i) as a result of a sale of all or effectively all of MoonMen’s properties; (ii) as a result of a merger, which may require assignment under law; or (iii) in circumstances in which MoonMen wishes to assign any of its rights to any of its affiliates, ventures, partners, or otherwise.
Choice of Law. This Agreement shall be enforced and interpreted by the State of New York’s laws. Any claim or dispute arising from this Agreement will be governed by the United States Federal Court or New York State Court. The Parties thus agree to renounce all venue disputes, either presently or in the future, if a lawsuit, action, or proceeding occurs, and agree to waive any surety, security, or bond required by the other Party. The Parties also irrevocably agree to be subject to the jurisdiction mentioned previously in this clause for any and all relevant lawsuits, actions, or proceedings, and also agree that any final judgment that results from any dispute arising under this Agreement shall be final, conclusive, and enforceable by lawsuit or other enforcement at equity or by law.
Modification and Waiver. If MoonMen or Creator wishes to make any binding modifications, amendments, waivers, terminations, cancellations, or other changes to this Agreement, the Party wishing to make the change shall make the change in writing which will be subject to confirmation by the other Party. Under no other circumstances shall any communications whatsoever between MoonMen and Creator have the binding effect of modifying this Agreement in any way, including altering any of the individual sections, provisions, or clauses within the Agreement. The Parties acknowledge that waiting to exercise a certain right or remedy prescribed in this Agreement shall serve as a waiver of that right or remedy. However, waiving a right or remedy in a specific circumstance shall not prevent the Party from using that same right or remedy in the future, nor shall using a right or remedy, in whole or in part, prevent a Party from using that same right or remedy in the future. After the expiration, cancellation, or termination of this Agreement, any rights or obligations under this Agreement shall continue to prevail as necessary to uphold the pertinent rights and obligations of the Parties.
Severability. Each separate provision in this Agreement shall be considered valid and enforceable to the extent allowable under the law of the relevant jurisdiction. If any provision in this Agreement is deemed invalid or unenforceable under the laws of the relevant jurisdiction, the invalid or unenforceable provision shall be considered ineffective and severed from the rest of the Agreement. All other sections, however, shall remain valid and enforceable and shall not be influenced by the invalid provision in any way.
Counterparts. This Agreement shall be considered original and whole when viewed alongside any executed distinct counterparts. The relevant and executed signature page is operative as its own document containing an original signature, when transmitted by either Portable Document Format (PDF) or via facsimile.
Headings. Any headings or titles used to identify or separate sections of this Agreement are used only for purposes of accessibility and organization and are not to be interpreted as a functional part of the Agreement or affect the interpretation of this Agreement or its formation.
Entire Agreement. All of the provisions contained in this Agreement shall be deemed the complete Agreement in its entirety, disregarding all other previous communications, undertakings, and agreements, written or oral, between MoonMen and Creator. The Parties, by entering into this Agreement, acknowledge that any and all of their decisions related to this Agreement have been based only upon manifestations contained in or related to this Agreement and its contents and not upon any other written or oral manifestations. Any modification, amendment, waiver, or change made to this Agreement is only considered enforceable, in whole or in part, if it is first approved in writing by the non-modifying Party or an authorized agent of the non-modifying Party. Any rights of the Parties to act upon or enforce any provision in this Agreement or employ a right or remedy available under this Agreement shall not be limited or affected by evasion or waiver of any of the provisions of this Agreement if there is another future default of any kind, whether that default is alike or not. Creator hereby acknowledges and agrees that the terms set out in these Master Terms supersede all terms contained in the attached Statement of Work (“SOW” “Exhibit A”) in the case of conflict.
