Terms of Use

General

Guarantees. My consulting services are a mutual and collaborative process intended to assist you with addressing current creative concerns and refining ongoing projects. During our initial meeting, we can both decide if I am the best person to help you reach these goals. While this is a collaborative process and I stand by my work, beyond assisting you with your project, and developing creative strategies, I cannot guarantee specific outcomes, such as a publisher interests, publication, grant awards, productions, performances, recordings, exhibitions, etc.

Scheduling. You agree to be prepared and on time for your appointments. We know sometimes things come up. Rescheduling is sometimes necessary. Individual appointments are scheduled in 60 minute segments. If you are late for an appointment, your appointment will still end at the scheduled time.

Fees and Cancellation. All fees are due prior to service, unless we agree otherwise. If you find it necessary to cancel an appointment, please contact me at least 24 hours in advance. All appointments missed without 24 hours’ notice will be charged the full session fee.

Payments and purchases — including your initial engagement payment — are not refundable or cancellable.

Full Terms and Conditions

1.1 Professional Standard. Peter M. Krask (“Consultant”) will provide services according to the Statement of Work. Services will be provided in a professional and workmanlike manner, and in accordance with the Budget and Timeline.

1.2 Change Request. If Client requests a change that is outside the scope of the Statement of Work, Consultant will notify Client that it has made a change request. If the Client wishes to proceed with the Change Request, Consultant will provide a written addendum that that must be signed.

1.3 Timeframe. Consultant will use reasonable efforts to perform the Services within the timeframes identified in the Statement of Work and Timeline. Consultant’s delivery timeframe depends upon Client’s prompt performance of Client’s obligations to provide materials and instructions.

1.4 Scheduling. You agree to be prepared and on time for your appointments. We know sometimes things come up. Rescheduling is sometimes necessary. Individual appointments are scheduled in 60-minute segments. If you are late for an appointment, your appointment will still end at the scheduled time.

1.5 Cancellation. If you find it necessary to cancel an appointment, please contact me at least 24 hours in advance. All appointments missed without 24 hours’ notice will be charged the full session fee.

1.6 Guarantees. My consulting services are a mutual and collaborative process intended to assist you with addressing current creative concerns and refining ongoing projects. During our initial meeting, we can both decide if I am the best person to help you reach these goals. While this is a collaborative process and I stand by my work, beyond assisting you with your project, and developing creative strategies, I cannot guarantee specific outcomes, such as a publisher interests, publication, grant awards, productions, performances, recordings, exhibitions, etc.

PAYMENT

2.1 Invoice. Client will be invoiced according to the Statement of Work. Client shall pay all invoices within 7 days of receipt.

2.2 Fees. All fees are due prior to service, unless we agree otherwise. Payments are not refundable or cancellable.

CONSULTANT & CLIENT RELATIONSHIP

3.1 Non-Exclusive. This Agreement does not create an exclusive relationship between the parties. Client is free to engage other consultants, and Consultant is free to provide bespoke services to other clients. Neither party will hold itself out as an employee, agent, partner, joint venturer, division, subsidiary, or branch of the other party, and nothing in this Agreement is to be interpreted as creating any such relationship between the parties.

3.2 Confidential Information. The parties may receive Confidential Information from one another. Confidential Information includes proprietary technical and business information, Preliminary Works, and any other information marked “Confidential.” Each party shall maintain Confidential Information in strict confidence, and shall not use Confidential Information except (a) as may be necessary to perform its obligations under the Agreement, or (b) as required by a court or governmental authority. Confidential Information does not include (a) any information that is in the public domain, (b) becomes publicly known through no fault of the receiving party, or (c) is otherwise known by the receiving party before obtaining access to it under this Agreement or properly received from a third party without an obligation of confidentiality.

4.1 Client Reps. Client represents and warrants to Consultant that: Client owns sufficient right, title, and interest in the Client Content to permit Consultant’s use of the Client Content in performing the Services; To the best of Client’s knowledge, Consultant’s use of the Client Content will not infringe the IP rights of any third party; Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials; and Client shall comply with all laws and regulations governing the Services and Deliverables.

4.2 Consultant Reps. Consultant represents and warrants to Client that: The Final Deliverables will be the original work of Consultant, except that it may incorporate Client Content and third party material (for example, stock photos, or cited published work); To the best of Consultant’s knowledge, the final Deliverables will not infringe upon the IP rights of any third party. However, Consultant will not be conducting any type of IP clearance search (for example, Consultant will not be conducting a copyright, trademark, patent or design patent clearance search); For any Final Deliverable that includes the work of independent contractors, Consultant shall secure rights from the independent contractor sufficient for Client to use the Final Deliverables for their intended purpose; Consultant shall not incorporate any third party content that it is not entitled to use. If Consultant does incorporate third party content that it is not entitled to use, Consultant shall be responsible for any resulting damages, for the removal of third party content, and its replacement with other content of similar quality and relevance.

LIMITATION OF LIABILITY

5.1 The services and the work product of Consultant are sold “as is.” In all circumstances, the maximum liability of Consultant, to Client for damages for any and all causes whatsoever, and Client’s maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the total amount paid to Consultant for the services provided. In any event where the loss of data is not the fault of the Consultant, Consultant shall not be liable for any lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by Consultant, even if Consultant has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.

LIMITED WARRANTY

6.1 Except for the express representations and warranties stated in this agreement, Consultant makes no warranties whatsoever. Consultant explicitly disclaims any other warranties of any kind, either express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose or compliance with laws or government rules or regulations applicable to the project.

FORCE MAJEURE.

7.1 Either party may invoke Force Majeure to excuse the failure of its timely performance, if such failure was caused by: fire; flood; hurricane, tornado, or other severe storm; earthquake; act of war; sabotage; act or threat of terrorism; riot; boycott; interruption or failure of electrical power systems or of telecommunications service (for example, Internet failures); failure of suppliers, subcontractors, and carriers to substantially meet their performance obligations. Notice will be provided by either party if such an event occurs.

7.1.1 A party invoking force majeure to excuse its failure of timely performance must show that the force-majeure event(s) and their relevant effects (i) were beyond the invoking party’s reasonable control and (ii) could not have been avoided through the exercise of due care by the invoking party.

INDEMNIFICATION

8.1 Client shall indemnify Consultant and hold Consultant harmless from any loss, claim, cost, damage or expense, including attorney's fees and costs, which Consultant may sustain, suffer or incur as a result of any actions or claims brought against Consultant and which actions or claims arise from the negligence of Consultant or as a result of acts or omissions of Consultant.

TERMINATION

9.1 Discretionary, Upon Notice. Either party may terminate this agreement in its business discretion upon sufficient advance notice. Payments are not refundable or cancellable.

9.2 Termination for Breach. If a material breach of this Agreement is not cured within XX business days after a party’s receiving notice of the breach, then the non-breaching party may terminate this Agreement immediately upon notice.

9.3 Termination Procedure. Upon expiration or termination of this Agreement: (a) each party shall return (or, at the disclosing party’s request, destroy) the Confidential Information of the other party, and (b) other than as expressly provided in this Agreement, all rights and obligations of each party under this Agreement, exclusive of the Services, shall survive. Upon client’s request within XX business days of termination, Consultant shall take reasonable measures to transfer any work product or copies thereof to client.

GENERAL TERMS

10.1 Notices. All notices sent pursuant to this Agreement (i) must be in writing, and (ii) if addressed to an organization, must be marked for the attention of a specific individual, office, or position in the organization. Permissible addresses for notice include those stated in this Agreement and any other address reasonably communicated. Notices are effective upon receipt or refusal. A notice that is sent by email but is not read by the addressee is nevertheless effective if, but only if, it has been (a) sent from an email account that has been designated for notice and (b) delivered to an email account that has been designated for notice. Email accounts designated for notice are identified at the top of this Agreement, and may be amended only by written notice.

10.2 No Assignment. Neither party may assign or encumber its rights or obligations under this Agreement or permit the rights or obligations to be transferred, assigned or encumbered by operation of law or otherwise, without the prior written consent of the other party. Consent is not required for a disposition of substantially all assets of the assigning party’s business.

DISPUTE RESOLUTION

11.1 Jurisdiction. The parties irrevocably consent to the jurisdiction of the state and federal courts located in New York County. The parties hereby waive any jurisdictional or venue defenses and consent to service of process by certified mail.

11.2 Governing Law. This Agreement will governed by the laws of the state of New York without regard to its conflict or choice of law rules.

12.1 Modification & Waiver. Any modification of this Agreement must be in writing. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.

13.1 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.

14.1 Mutual Drafting. Any ambiguity or inconsistency in this Agreement is to be resolved in accordance with the most reasonable construction and not strictly for or against either party by virtue of that party’s author-ship of a relevant provision of this Agreement or of any of its interim drafts.

Each party/signatory represents that it has the full authority to enter into this Agreement and to bind her or his respective party to all of the terms and conditions of this Agreement.