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Agreement for Services

Terms and Conditions for all Services performed by usrbingeek LLC/VT Drone/Steven Mermelstein:

IMPORTANT NOTICE

THESE TERMS AND CONDITIONS ARE A LEGALLY BINDING CONTRACT, WHETHER OR NOT SIGNED BY CLIENT. IT IS ISSUED BY USRBINGEEK LCC/VT DRONE/STEVEN MERMELSTEIN BASED ON CLIENT’S ACCEPTANCE, INDIVIDUALLY OR THROUGH CLIENT’S REPRESENTATIVE, ALWAYS SUBJECT TO THE TERMS AND CONDITIONS SET OUT THEREIN.

CLIENT SHOULD PAY SPECIAL ATTENTION TO CLAUSES 20 THROUGH 23 AND 31 THROUGH 33 INCLUSIVE WHICH MAY LIMIT THE RIGHTS OF CLIENT AND EXCULPATE FROM LIABILITY USRBINGEEK LCC/VT DRONE, STEVEN MERMELSTEIN, AND ANY OF THEIR AGENTS, EMPLOYEES OR CONTRACTORS.

  1. DEFINITIONS.

    1. “Agreement” means the entire content of this Terms and Conditions document, the Proposal document(s), together with any other Supplements designated, together with any exhibits, schedules, or attachments hereto.

    2. “Photographer” means usrbingeek LCC/VT Drone/Steven Mermelstein, the Licensor; the sUAS Pilot, sUAS Operator, and/or Photographer and any staff, flight crew, assistants, and/or freelance staff engaged by usrbingeek LCC/VT Drone/Steven Mermelstein and its representatives.

    3. “Client” means the Licensee; the entity or company and persons appearing on the Invoice and any staff engaged by Client and its representatives.

    4. “Image(s)” means all visual representations furnished to Client by Photographer, whether captured, delivered, printed, or stored in photographic, magnetic, optical, electronic, or any other media.

    5. “Video(s)” means all moving visual representations furnished to Client by Photographer, whether captured, delivered, saved, or stored in magnetic, optical, electronic, or any other media.

    6. “Project(s)” means the scope and purpose of the Client’s identified usage of the work
      product as described in the Work Order.

    7. “Service(s)” means all services and the work product to be provided to Client by
      Photographer as described and otherwise further defined in the Work Order.

    8. “Assignment(s)” means the date(s)/time(s) and/or subject(s)/property/properties/location(s) the Photographer is being contracted by Client to photograph/film.

  2. DURATION.

    The terms of the Work Order or Proposal shall be effective for (7) calendar days after presentation to Client. In the event the Work Order or Proposal is not executed by Client within the time identified, the Proposal, together with any related terms and conditions and deliverables, may be subject to amendment, change or substitution.

    The effective term of this agreement will begin upon submission of the first payment from Client. This agreement shall conclude upon the Photographer’s completion of duties under the agreement, or otherwise
    terminated as set forth herein.

  3. ACCESS TO LOCATIONS.

    Client must arrange access to any specific Assignment property or location in which free access may be restricted or challenged. Additionally, Client must also provide notice to all occupants, tenants, and/or employees at any specific property the Photographer is assigned to film or photograph. For buildings or properties that may be open to the public, Client must also post signs at all property entrance points stating at minimum, “Filming in progress – Your presence within this area constitutes consent to be recorded”. Photographer will provide templates for signs and/or written notices to Client upon request. For any properties with security guards or watchmen/watchwomen, Client must provide notice to the managers of these persons and confirm the personnel will not hinder or slow the performance of the Assignment. Client will be charged a 100 percent fee and expenses for any delays, reschedules, or reshoots caused by persons delaying access, denying access, or stopping the Photographer from performing the Assignment. Client will be charged an additional $150 per hour in addition to all of the Photographer’s hourly fees and expenses for any delay caused by any Law Enforcement Officer and/or the FAA.

  4. POSTPONEMENTS.

    1. Unless otherwise agreed in writing, if Client postpones Assignment, Client will be charged a $1500 fee if postponement of the Assignment occurs less than seven (7) business days before the shoot date and $1000 fee if postponement occurs more than seven (7) business days before the shoot date. Fees for cancellations and postponements will apply irrespective of the reasons for them, except in cases of acts of God, nature, war, terrorism, and civil disturbance.

  5. ON-LOCATION DIRECTION BY CLIENT.

    If Client desires to direct the Photographer to obtain specific shots/angles, Client is encouraged to be on-location during the Assignment. Client will be able to view a monitor or tablet to watch all footage captured. It’s Client’s responsibility to ensure the desired shots/angles are captured and that they meet their expectations and needs. If Client is not satisfied with any Images and/or Video it should be brought to the Photographer’s attention immediately so the Photographer can reshoot before leaving the Assignment’s location. If it’s brought to the Photographer’s attention afterward, Client is responsible for all reshoot fees, travel fees, and all other expenses incurred for any reshooting.

  6. RESHOOTS.

    Client will be charged a 100 percent fee and expenses for any reshoot required by Client. At no time shall the Photographer be responsible for, including but not limited to, issues, problems, omissions, or errors caused by: the Studio, Actors, Audio, Client, Director, Security, stunts, pyrotechnics, lighting, weather, wildlife, tides, etc.

  7. CONDITIONS FOR OPERATION.

    Client is not in the business of providing photographic, cinematography, underwater, or aviation services. As a result, Client is relying on the specialized knowledge and expertise of the Photographer. If the Photographer determines Assignment cannot be so performed, the Photographer must notify Client as soon as practicable to inform them of any such concerns. Photographer shall always determine the ability to operate and may cancel, postpone, suspend, stop, or reschedule an Assignment at Photographer’s discretion. Photographer may opt to take breaks for rest or safety evaluation, suspending operations at Photographer’s discretion. When applicable: electronics, radios, mobile devices, A/C, heat, fans, air circulation, air exchangers, vents, air filters, or any other air movers might need to be temporarily turned off at the Photographer’s discretion. If the Photographer determines observer(s), flagger(s), traffic control, private security, sheriff, police, private security, rental equipment, safety barriers, and/or warning signs are needed to safely complete any Assignment, the Photographer shall notify Client so they may hire/contract/rent this personnel, services, and/or goods. Client agrees to be fully responsible for engaging these and 100% of their payment.

  8. POWER, TRANSPORTATION, AND/OR STORAGE.

    Client agrees to provide at least two 110v 15AMP electric power outlets if the total flight time is expected to exceed ninety (90) minutes. If suitable power is unavailable at the take-off location, Client agrees to rent or supply use of a two (or more) outlet 600-watt (or greater) electric generator or power supply. All of the Photographer’s gear must be fully protected from water, waves, snow, rain, and elements at all times. If Client provides or engages in transportation or storage, all of the Photographer’s gear must be transported/stowed/deployed in a manner that will not endanger it, other property, or any persons. Transportation or operation from watercraft requires at least seven (7) days of written notice, inspection, and approval of watercraft by the Photographer, prior written agreement, additional fees, and a damage deposit.

  9. ADDITIONAL COSTS.

    The Project pricing includes Photographer’s fee only. Client shall pay Photographer’s expenses incurred in connection with this Agreement as follows: (a) incidental and out-of-pocket expenses including but not limited to costs for talent and models, music licenses, equipment rental, consumables, prototype production, parking fees and tolls, computer expenses, online access or hosting fees, postage, shipping, overnight courier, service bureaus, taxis/uber/lift, gratuities, and any other costs and fees will be billed to Client at cost plus a markup of 30% percent, and, if applicable, a mileage reimbursement at $1.00 per mile; unless specifically otherwise provided for in the Proposal and (b) travel expenses including transportation, meals, lodging, resort and parking fees, and car rentals incurred by Photographer with Client’s prior approval.

  10. OVERTIME.

    Quoted fees are for work performed during normal working hours, Monday through Friday, 9 am to 5 pm EST or EDT. For emergencies, high-priority jobs, or any time work is scheduled by Client outside of our normal working hours, on a Weekend, on a State or Federal Holiday, or should extend beyond eight (8) consecutive hours, any excess time will be 1.5 times the respective rate.

  11. DELIVERABLES.

    Photographer may deliver, and Client agrees to accept, Images and/or Video encoded in an industry-standard data format that Photographer may select, at a resolution that Photographer determines will be suitable to the subject matter of each Image and/or Video and the reproduction technology and uses for which the Image and/or Video is licensed. It is Client’s responsibility to verify that the digital data (including sharpening and/or color profile, if provided) are suitable for Client’s intended usage and/or reproduction and that all necessary steps are taken to ensure correct reproduction. If the data is not deemed suitable, the Photographer’s sole obligation will be to replace or repair the data, but in no event will the Photographer be liable for poor reproduction quality, delays, or consequential damages. Unless otherwise specifically provided elsewhere in this document, Photographer has no obligation to retain or archive any of the Images and/or Video sixty (60) days after they have been delivered to Client.

  12. ACCEPTANCE OF DELIVERABLES.

    Photographer will exercise commercially reasonable efforts to test Deliverables requiring testing and to make all necessary corrections prior to providing Deliverables to Client. Client, within three (3) business days of receipt of each Deliverable, shall notify Photographer, in writing, of any failure of such Deliverable to comply with the specifications set forth in the Proposal, or of any other objections, corrections, changes or amendments Client wishes made to such Deliverable. Any such written notice shall be sufficient to identify with clarity any objection, correction or change or amendment, and Photographer will undertake to make the same in a commercially timely manner. Any and all objections, corrections, changes or amendments shall be subject to the terms and conditions of this Agreement. In the absence of such notice from Client, the Deliverable shall be deemed accepted.

  13. EXCLUSIVITY.

    It is understood this Photographer is the exclusive photographer retained to perform the photographic and/or video services requested in this Agreement. Client will not hire or permit any other Photographer(s) or Drone Operator(s) at the Assignment.

  14. RIGHTS.

    All Images and/or Videos and rights relating to them, including copyright and ownership rights in the media in which the Images and/or Videos are stored, remain the sole and exclusive property of the Photographer. No rights are transferred to Client unless and until Photographer has received payment in full, Client has supplied executed originals of the attached Model Release(s) for each person(s) appearing in Images and/or Videos, and Client has supplied executed originals of the attached Property Release(s) for each property appearing in Images and/or Videos. Client may not assign or transfer any of the Images and/or Videos to any person or other entity without the Photographer’s permission. This prohibition includes any rights or privileges that may be claimed under §201(c) of the Copyright Act of 1976 or any similar provision of any applicable law. Digital files may contain copyright and other information embedded in the header of the image file or elsewhere; removing and/or altering such information is strictly prohibited and constitutes a violation of the Copyright Act. All fees and expenses payable under this agreement are required irrespective of whether Client makes actual use of the Images and/or Video or the Copyright Licenses to use them.

  15. REQUIRED CREDITS.

    For media published on MLS, Client may omit Required Credits specified in Copyright License Agreement. Client agrees Required Credits specified in the Copyright License Agreement will accompany all other usages of Media, Images, and/or Videos. If Credit is not provided, Client agrees that the amount of the invoiced fee will be subject to a three-times multiple as reasonable compensation to Photographer for the lost value of the Credit(s).

  16. ALTERATIONS.

    Other than cropping or resizing, Client may not make or permit any alterations, including but not limited to additions, subtractions, or adaptations in respect of the Images, alone or with any other material, including making digital scans.

  17. REFERRAL.

    Client agrees to provide the Photographer’s contact information to all persons requesting prints, reprints, downloads, or copies of Media created for Client. Photographer may opt to provide or sell requested prints, reprints, downloads, or copies or license media.

  18. PAYMENTS.

    The client will pay the Photographer the fee quoted by the Photographer for the work under the Work Order. (the “Fee”).

    The Fee is payable as follows:

    • For any service(s) for Individuals, Sole Proprietors, single-member LLCs, Real Estate or Construction Clients, or work totaling under $3,000, full payment of Work Order is due upon acceptance of the Work Order and is earned upon receipt (to reserve the Photographer’s time and resources). This payment is non-refundable.

    • For all other work totaling over $3000, half of the Fee quoted on the Work Order is due on acceptance of the Work Order and earned upon receipt (to reserve the Photographer’s time and resources). It is a non-refundable payment. The final half of the Fee is due on the date specified on the Work Order, before Photographer’s delivery of its completed work under the Work Order. It is a non-refundable payment.

    No part of any order, including previews/proofs, will be delivered until Client’s balance is paid in full. All payments shall be in United States Dollars (USD). Client agrees to promptly pay all billed fees/expenses for services ordered by Client and any additional photographs or services ordered by Client. Acceptable forms of payment are American Express, MasterCard, or Visa credit cards, ACH, or local checks. Out-of-state checks are generally not accepted. Client is responsible for all associated credit card fees. A $65.00 returned check fee will be assessed for each check returned by the bank. Once the bank has returned a Client’s check, only credit cards or cash will be accepted for subsequent payments.

    Client shall pay all invoices within (7) calendar days of the invoice date. A monthly service charge of 1.5 percent (or the greatest amount allowed by state law) may be charged on all overdue balances. Payments will be credited first to late payment charges and next to the unpaid balance. Client shall be responsible for all collection or legal fees necessitated by lateness or default in payment. Photographer reserves the right to withhold Deliverables if accounts are not current or overdue invoices are not paid in full. All grants of any license to use or transfer of ownership of any intellectual property rights under this Agreement are conditioned upon receipt of payment in full, including any outstanding Additional Costs, Taxes, Expenses, Fees, Charges, or the cost of Changes.

  19. KILL FEE

    Client acknowledges and agrees that Photographer has reserved availability of Photographer’s employees and/or subcontractors (collectively “Photographer’s personnel”) to work on each Assignment for the projected time required for the Services, and that by reserving such availability, the Photographer’s personnel necessarily forgo opportunities to work on other projects for other clients. Accordingly, Client agrees that, in the event a Project is canceled for any reason, Client agrees that it would be impracticable and extremely difficult to calculate the actual damages resulting from such lost opportunities, and Client agrees to pay to Photographer a kill fee equal to the total amount of the Work Order, which Client agrees represents reasonable compensation for such lost opportunities.

  20. INDEMNIFICATION.

    CLIENT WILL INDEMNIFY AND DEFEND PHOTOGRAPHER AGAINST ALL CLAIMS, LIABILITY, DAMAGES, COSTS, AND EXPENSES, INCLUDING REASONABLE LEGAL FEES AND EXPENSES, ARISING OUT OF THE CREATION OR ANY USE OF ANY IMAGES AND/OR VIDEO OR ARISING OUT OF THE USE OF OR RELATING TO ANY MATERIALS FURNISHED BY CLIENT. IT IS CLIENT’S SOLE RESPONSIBILITY TO DETERMINE WHETHER ANY MODEL OR PROPERTY RELEASES DELIVERED BY THE PHOTOGRAPHER ARE SUITABLE FOR CLIENT’S PURPOSES. PHOTOGRAPHER’S LIABILITY FOR ALL CLAIMS SHALL NOT EXCEED IN ANY EVENT THE TOTAL AMOUNT PAID UNDER THIS INVOICE.

  21. CONSULTING AND WITNESS SERVICE FEES.

    Photographer may be able to provide consulting services and act as a witness for legal cases to Client, plaintiff or defendant positions, and others. Client agrees to the Consulting and Witness fee schedule and Consulting and Witness Agreement for any of these services, costs, and/or expenses.

  22. LIMITATION OF LIABILITY; WAIVER OF CONSEQUENTIAL DAMAGES.

    IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO PHOTOGRAPHER FOR ANY LOST PROFITS, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE EQUIPMENT OR SERVICES, OR DELAYS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR PENALTIES, HOWEVER, CAUSED, AND WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OR COMBINED THEORIES OF LIABILITY. THIS LIMITATION ON LIABILITY SHALL ALSO APPLY IN THE EVENT THAT PHOTOGRAPHIC MATERIALS OR FILES ARE DAMAGED IN PROCESSING, LOST THROUGH EQUIPMENT MALFUNCTION, OR OTHERWISE LOST OR DAMAGED WITHOUT FAULT ON THE PART OF THE PHOTOGRAPHER. IN THE EVENT THE PHOTOGRAPHER FAILS TO PERFORM FOR ANY OTHER REASON, THE PHOTOGRAPHER SHALL NOT BE LIABLE FOR ANY AMOUNT IN EXCESS OF CLIENT’S WORK ORDER.

  23. ASSUMPTION OF RISK.

    CLIENT ASSUMES FULL RISK OF LOSS OR DAMAGE TO OR ARISING FROM PROPERTY AND MATERIALS FURNISHED BY CLIENT AND WARRANTS THAT SAID PROPERTY AND MATERIALS ARE ADEQUATELY INSURED AGAINST SUCH LOSS, DAMAGE, OR LIABILITY. Photographer’s propellers and other consumable parts may crack or break under normal or adverse conditions (e.g. low or high temperatures, high winds, or inclement weather). Client will be charged the full, actual cost of their replacement. Client is responsible for any other damage incurred to the Photographer’s property during the Assignment.

    Client agrees that Images, Videos, live feeds, and/or other assets/data provided by the Photographer are sold “AS-IS” – “WHERE-IS”, with no guarantee or warranty, either written or implied. Images, Videos, live feeds, and/or other assets/data provided by the Photographer are not a replacement, or substitute, for any type of inspection that could be performed by an Engineer, any type of inspector, and/or any other professional. Client assumes all risk if any Images, Videos, live feeds, and/or other assets/data provided by Photographer are partially or fully utilized for any type of inspection, assessment, evaluation, analysis, research, reference, or certification.

  24. TRANSFER AND ASSIGNMENT.

    Client may assign or transfer this agreement and any rights granted under it with the written permission of the Photographer. This agreement binds Client and inures to the benefit of Photographer, as well as their respective principals, employees, agents, affiliates, heirs, legal representatives, successors, and assigns. Client and its principals, employees, agents, and affiliates are jointly and severally liable for the performance of all payments and other obligations hereunder. No amendment or waiver of any terms is binding unless set forth in writing and signed by the parties. However, the invoice may reflect, and Client is bound by, Client’s oral authorizations for additional Images and/or Video, fees, and expenses that could not be confirmed in writing because of insufficient time or other practical considerations. This agreement incorporates by reference the Copyright Act of 1976, as amended. It also incorporates by reference those provisions of Article 2 of the Uniform Commercial Code that do not conflict with any specific provisions of this agreement; to the extent that any provision of this agreement may be in direct, indirect, or partial conflict with any provision of the Uniform Commercial Code, the terms of this agreement shall prevail. To the maximum extent permitted by law, the parties intend that this agreement shall not be governed by or subject to the UCITA of any state. Photographer is an independent contractor and not an employee. If the Photographer is deemed under any law to be an employee of Client, and if the Images and/or Video are therefore considered works made for hire under the U.S. Copyright Act, Client hereby transfers the copyright to all such Images and/or Video to the Photographer. Client agrees to execute any documents reasonably requested by the Photographer to accomplish, expedite, or implement such transfer.

  25. TERMINATION.

    This Agreement may be terminated for convenience at any time by either party effective immediately upon notice, or the mutual agreement of the parties, or for cause if any party:

    1. becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; or

    2. breaches any of its material responsibilities or obligations under this Agreement, which breach is not remedied within ten (14) days from receipt of written notice of such breach.

    In the event of termination by Photographer, Photographer shall be compensated for the Services performed through the date of termination in the amount of any advance payment and a prorated portion of the fees due; and Client shall pay any outstanding Additional Costs, Taxes, Expenses, Charges, and costs of Changes incurred through the date of termination. In the event of termination for convenience by Client, Client shall pay in addition to the above an early termination fee equal to 100% of the total Project fee and Client shall not have rights to use the Deliverables except upon written consent from Photographer provided after such termination.

    In the event of termination for convenience by Photographer or for cause by Client, and upon full payment of compensation as provided herein, Photographer grants to Client such right and title as provided for Deliverables provided to, and accepted by Client as of the date of termination.

  26. WORK STOPPAGE OPTION.

    If Photographer has grounds to terminate this Agreement for breach, Photographer may elect to suspend work until Client cures the breach and agrees to amend the Proposal to adjust fees, including Suspension Fees, and schedules as reasonably required by Photographer.

  27. FILM/TV PRODUCTION

    1. Non-Union Labor. Photographer is not a signatory to any union or guild agreement. Photographer acknowledges that this Agreement is not subject to any collective bargaining agreements.

    2. Screen Credits. For film and television projects, Client is responsible for approving the content and placement of all screen credits and assuring their compliance with any applicable union or guild requirements.

    3. Production Insurance. Photographer carries standard business insurance only. No additional production insurance will be provided by the Photographer for this Project.

    4. Defects in Client Content. Photographer is not responsible for any defects or problems with components provided to Photographer by Client, including but not limited to:
      (i) Production footage, including physical effects (such as models, puppets, prosthetics, et cetera) and/or mechanical effects (also known as “special effects,” such as rain, wind, crashes, explosions, et cetera);
      (ii) Visual effects (such as animations, matte shots, computer-generated images, et cetera); and
      (iii) Photographer is not responsible for any federal, state or local licenses, certifications, insurance, union or guild requirements related to any components provided by Client.

  28. INDEPENDENT RELATIONSHIP.

    This Agreement does not create, and Photographer and Client stipulate and agree that the said Agreement shall not be construed to create any agency relationship, employer/employee relationship, or master/servant relationship by or between any of the agents and/or employees of Client and the agents and/or employees of Photographer. To the contrary, Client in the course and scope of activities in furnishing Assignments under this Agreement is contemplated to be and stipulated to be independent of Photographer for any purposes. Each Party has the respective full power and authority to select the means, methods, and manner for performance under this Agreement.

  29. AUTHORIZATION.

    Photographer has full corporate or company power and authority to enter into and perform this Agreement and has taken all actions necessary to authorize its execution and performance its performance under this Agreement. Client has full corporate power and authority to enter into and perform this Agreement and has taken all actions necessary to authorize its execution and performance of Services under this Agreement.

  30. NOTICES.

    All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or deposited in the mail, postage prepaid, to the addresses indicated on the Invoice and/or Signature page.

  31. SURVIVAL.

    Despite completion of the Services or termination of this Agreement for any reason, all provisions in this Agreement containing representations, warranties, releases, defense obligations, and indemnities, and all provisions relating to confidentiality, insurance, disclaimer of certain remedies, limitations of liability, dispute resolution, and governing law, and all causes of action which arose before completion or termination, survive indefinitely until, by their respective terms, they are no longer operative or are otherwise limited by an applicable statute of limitations.

  32. DISPUTES.

    Except as provided in Federal Jurisdiction, any dispute regarding this agreement shall, at Photographer’s sole discretion, either:

    1. the responsible business persons representing each Party will negotiate in good faith to attempt to resolve such dispute;

    2. be arbitrated in Chittenden County, Vermont, under rules of the American Arbitration Association and the laws of Photographer’s State; provided, however, that irrespective of any specific provision in the rules of the American Arbitration Association, the parties are not required to use the services of arbitrators participating in the American Arbitration Association or to pay the arbitrators in accordance with the fee schedules specified in those rules; Judgment on the arbitration award may be entered in any court having jurisdiction. Any dispute involving $5,000 or less may be submitted without arbitration to any court having jurisdiction thereof;

    3. OR be adjudicated in Chittenden County, Vermont under the laws of the United States and/or of the Photographer’s County and State of residence.

    In the event of a dispute, Client shall pay all court costs, Photographer’s reasonable legal fees, and expenses, and legal interest on any award or judgment in favor of Photographer.

  33. FEDERAL JURISDICTION.

    Client hereby expressly consents to the jurisdiction of the Federal courts with respect to claims by Photographer under the Copyright Act of 1976, as amended, including subsidiary and related claims.

  34. MISCELLANEOUS.

    1. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other Party.

    2. Except as otherwise set forth herein, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof. A waiver by either Party of any default of the other will not operate to excuse the defaulting party from further compliance with this Agreement, nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

    3. This Agreement may be modified or amended if the amendment is made in writing and is signed by both Parties.

    4. If any term, provision, or covenant of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and shall in no way be affected, and such invalid or unenforceable term, provision, or covenant shall be deemed modified to the minimum extent necessary to make it consistent with applicable law.

    5. This Agreement may be executed in any number of counterparts, each of which will be deemed an original of this Agreement, and which together will constitute one and the same instrument.

    6. This Agreement, including Invoices and/or Schedules linking to it, represents the complete and exclusive agreement between the Parties regarding the subject matter of this Agreement and supersedes all oral and written communications, negotiations, representations, or agreements in relation to that subject matter made or entered into before acceptance of it.