Common use of Additional Terms & Conditions Clause in Contracts

Additional Terms & Conditions. During the term of this Agreement, we grant to you a non-exclusive, non-transferable right and license to: 1) access the LEARN-NVLS Database Server solely in accordance with the terms and for the purposes of this Agreement; and 2) use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you. You may not alter, modify or change the Licensed Materials in any way and you are only entitled to use the Licensed Materials during such time as you are a User. This license will terminate immediately upon termination of this Agreement. You agree not to use proprietary materials or information in any manner that is disparaging. This prohibition is specifically intended to preclude you from cooperating or otherwise agreeing to allow photographs or screenshots to be taken by any member of the media without the express consent of LEARN-NVLS. You also agree not to voluntarily provide ANY information, including interviews, related to LEARN products or its services to any member of the media without the express written consent of LEARN-NVLS. Subject to the Automatic Termination Clause set forth in below, this Agreement shall be valid throughout the time you remain an active Licensee in good standing with LEARN-NVLS. This Agreement shall not be prematurely terminated unless either party breaches this Agreement and such breach remains uncured for 30 days after receiving written notice of such breach. LEARN-NVLS makes no express or implied representations or warranties regarding LEARN, website, online utilities or their performance, availability, functionality. Any implied warranties of merchantability, fitness for a particular purpose are expressly disclaimed and excluded. LEARN-NVLS WILL NOT BE LIABLE TO YOU UNDER ANY CIRCUMSTANCES WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST OF BUSINESS). IN NO EVENT WILL THE COMPANY'S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, EXCEED $10,000.00. Indemnification, you agree to indemnify, defend and hold harmless LEARN-NVLS and their employees, representatives, agents, officers, directors, and corporate employees (each, an "Indemnified Party"), against any and all claims, suits, actions, or other proceedings brought against the Indemnified Party based on or arising from any claim: 1) resulting from your breach of this Agreement; 2) that involves any vehicle owned or operated by you; 3) any employee or independent contractor hired by you; or 4) any and all claims based on your actions or omissions. You will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred by the Indemnified Party in connection with or arising from any such claim, suit, action, or proceeding. Each party will at all times be deemed to be an independent contractor with respect to the subject matter of this Agreement, and nothing contained in this Agreement will be deemed or construed in any manner as creating any partnership, joint venture, joint enterprise, single business enterprise, employment, agency, fiduciary or other similar relationship. You may not assign your rights or obligations under this Agreement to any party, without the express written consent of LEARN- NVLS which will not be unreasonably withheld. You represent that you have independently evaluated this Agreement and are not relying on any representation, guarantee, or statement from LEARN-NVLS or anyone else, other than as expressly set forth in this Agreement. THIS AGREEMENT WILL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO THE CONFLICTS OF LAWS AND/OR PRINCIPLES. YOU CONSENT TO THE EXCLUSIVE JURISDICTION IN THE STATE AND/OR FEDERAL COURTS LOCATED IN TARRANT COUNTY, TEXAS, IN ANY DISPUTE INVOLVING THIS AGREEMENT. Except as otherwise permitted by this Agreement, no amendment to this Agreement or waiver of any right or obligation created by this Agreement will be effective unless it is in writing and signed by both you and LEARN-NVLS. Our waiver of any breach or default will not constitute a waiver of any different or subsequent breach or default. This Agreement represents the entire LEARN use agreement between us and you and supersedes all prior agreements and communications, oral or written between you and LEARN-NVLS, its agents or representatives. Neither party will be liable for failure to perform or delay in performing any obligation under this Agreement if such failure or delay is due to fire, flood, earthquake, strike, power outage, blizzard, war (declared or undeclared), commercial impracticability, embargo, blockade, legal prohibition, governmental action, riot, insurrection, damage, destruction or any other cause beyond the reasonable control of such party. If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability will not affect any other provisions of this Agreement, and this Agreement will be construed as if such inva lid, illegal or unenforceable provision had never been contained herein. YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION Please address all inquiries and notices to: Vigilant Solutions, Inc. Attention: Xxxxx Xxxxxxx 0000 Xxx Xxxxxxx Xxxxx, Xxxxx #000 Xxxxxxxxx, XX 00000 000-000-0000

Additional Terms & Conditions. During Non-Exclusive – You may be represented by other galleries while exhibiting with AGI Fine Art, but you may not exhibit or sell the term same works of art which have been selected for the exhibition. Limitation of Liability – By signing this Agreement you warrant and represent that you are eighteen (18) years of age or older and of full legal capacity to enter into all of the terms, agreements and conditions contained in this Agreement, and that your artwork is original and does not infringe the intellectual property or other proprietary rights of third parties. AGI Fine Art will not be liable with respect to any subject matter of this Agreement under any contract, negligence, or other theory, at law or in equity, for any amounts aggregating in excess of either (a) the insurance proceeds received in connection with your claim or (b) in the event that your insurance claim is denied for any reason whatsoever and/or is not covered by our insurance policy, no more than the total amount paid by you to AGI Fine Art in connection with this Agreement. Scheduling – AGI Fine Art is committed to making our exhibitions available to the public; however please note that: A) The exhibition space may be unavailable from time to time due to special events and functions. If such a circumstance occurs the exhibition will be extended to make up for any lost day. B) AGI Fine Art retains the right to reschedule and/or postpone or curtail an exhibition and/or any exhibition related event without notice should an event beyond our control or an unforeseen event occur, including, but not limited to, extreme weather conditions. We will attempt to give prior notice if possible and will reschedule your exhibition to a later date, (C) relocate any exhibition to an alternate space of similar quality. Payment – Your exhibition is not confirmed until we grant receive this signed Agreement and the payment in full. Art Representation Consent – You represent and warrant that you are not currently represented by an agent and/or a gallery in an exclusive manner and warrant that you are free and able to engage AGI Fine Art to represent you a non-exclusiveupon the terms contained in this Agreement and that there are no contracts, non-transferable right and license to: 1) access the LEARN-NVLS Database Server solely restrictive covenants or other agreements or obligations preventing or interfering in accordance any manner with the terms and for the purposes of this Agreement; and 2) use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you. You may not alter, modify or change the Licensed Materials in any way and you are only entitled to use the Licensed Materials during such time as you are a User. This license will terminate immediately upon termination of this Agreement. You agree not to use proprietary materials or information in any manner that is disparaging. This prohibition is specifically intended to preclude you from cooperating or otherwise agreeing to allow photographs or screenshots to be taken by any member of the media without the express consent of LEARN-NVLS. You also agree not to voluntarily provide ANY information, including interviews, related to LEARN products or its services to any member of the media without the express written consent of LEARN-NVLS. Subject to the Automatic Termination Clause set forth in below, this Agreement shall be valid throughout the time you remain an active Licensee in good standing with LEARN-NVLS. This Agreement shall not be prematurely terminated unless either party breaches this Agreement and such breach remains uncured for 30 days after receiving written notice of such breach. LEARN-NVLS makes no express or implied representations or warranties regarding LEARN, website, online utilities or their performance, availability, functionality. Any implied warranties of merchantability, fitness for a particular purpose are expressly disclaimed and excluded. LEARN-NVLS WILL NOT BE LIABLE TO YOU UNDER ANY CIRCUMSTANCES WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST OF BUSINESS). IN NO EVENT WILL THE COMPANY'S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, EXCEED $10,000.00. Indemnification, you agree to indemnify, defend and hold harmless LEARN-NVLS AGI Fine Art and their its affiliates, shareholders, directors, officers, employees, agents, and representatives from and against any claims, losses, liabilities, actions, complaints, proceedings, costs and expenses (including but not limited to attorney’s’ fees), damages and liabilities arising out of or relating to AGI Fine Art’s representation of you, including your breach of the representations, warranties and obligations in this Agreement. You confirm that you understand that AGI Fine Art will promote your artwork on the Internet and in various publications and may also use your name, image and likeness. Accordingly, you hereby release, discharge and unconditionally and irrevocably waive your right to make any claim or complaint of any kind or bring any action or proceeding against AGI Fine Art and/or its respective agents, employees, representatives, agents, officers, directorsowners and/or officers relating to any claims of infringement of your intellectual property or other rights by them or third parties during, and corporate employees (eachafter, an "Indemnified Party"), against the term of the Agreement. Please note that we may terminate this agreement at any time for any reason and all claims, suits, actions, or other proceedings brought against our only liability will be to refund the Indemnified Party based on or arising from representation fees. We are not liable for any claim: 1) resulting from your breach of this Agreement; 2) that involves any vehicle owned or operated by you; 3) any employee or independent contractor hired by you; or 4) any and all claims based on your actions or omissions. You will pay any and all costs, damages, and expensesmatters related to the Internet sites, including, but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred by without limitation; outage; downtime; server and network issues; etc. that may affect the Indemnified Party in connection with or arising from any such claim, suit, action, or proceeding. Each party will at all times be deemed to be an independent contractor with respect to the subject matter display of this Agreement, and nothing contained in this Agreement will be deemed or construed in any manner as creating any partnership, joint venture, joint enterprise, single business enterprise, employment, agency, fiduciary or other similar relationship. You may not assign your rights or obligations under this Agreement to any party, without the express written consent of LEARN- NVLS which will not be unreasonably withheld. You represent that you have independently evaluated this Agreement and are not relying on any representation, guarantee, or statement from LEARN-NVLS or anyone else, other than as expressly set forth in this Agreement. THIS AGREEMENT WILL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO THE CONFLICTS OF LAWS AND/OR PRINCIPLES. YOU CONSENT TO THE EXCLUSIVE JURISDICTION IN THE STATE AND/OR FEDERAL COURTS LOCATED IN TARRANT COUNTY, TEXAS, IN ANY DISPUTE INVOLVING THIS AGREEMENT. Except as otherwise permitted by this Agreement, no amendment to this Agreement or waiver of any right or obligation created by this Agreement will be effective unless it is in writing and signed by both you and LEARN-NVLS. Our waiver of any breach or default will not constitute a waiver of any different or subsequent breach or default. This Agreement represents the entire LEARN use agreement between us and you and supersedes all prior agreements and communications, oral or written between you and LEARN-NVLS, its agents or representatives. Neither party will be liable for failure to perform or delay in performing any obligation under this Agreement if such failure or delay is due to fire, flood, earthquake, strike, power outage, blizzard, war (declared or undeclared), commercial impracticability, embargo, blockade, legal prohibition, governmental action, riot, insurrection, damage, destruction or any other cause beyond the reasonable control of such party. If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability will not affect any other provisions of this Agreement, and this Agreement will be construed as if such inva lid, illegal or unenforceable provision had never been contained herein. YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION Please address all inquiries and notices to: Vigilant Solutions, Inc. Attention: Xxxxx Xxxxxxx 0000 Xxx Xxxxxxx Xxxxx, Xxxxx #000 Xxxxxxxxx, XX 00000 000-000-0000artwork.

Additional Terms & Conditions. During the term of this Agreement, we grant to you a non-exclusive, non-transferable right and license to: 1) access the LEARN-NVLS Database Server solely in accordance with the terms and for the purposes of this Agreement; and 2) use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you. You may not alter, modify or change the Licensed Materials in any way and you are only entitled to use the Licensed Materials during such time as you are a User. This license will terminate immediately upon termination of this Agreement. You agree not to use proprietary materials or information in any manner that is disparaging. This prohibition is specifically intended to preclude you from cooperating or otherwise agreeing to allow photographs or screenshots to be taken by any member of the media without the express consent of LEARN-NVLS. You also agree not to voluntarily provide ANY information, including interviews, related to LEARN products or its services to any member of the media without the express written consent of LEARN-NVLS. Subject to the Automatic Termination Clause set forth in below, this Agreement shall be valid throughout the time you remain an active Licensee in good standing with LEARN-NVLS. This Agreement shall not be prematurely terminated unless either party breaches this Agreement and such breach remains uncured for 30 days after receiving written notice of such breach. LEARN-NVLS makes no express or implied representations or warranties regarding LEARN, website, online utilities or their performance, availability, functionality. Any implied warranties of merchantability, fitness for a particular purpose are expressly disclaimed and excluded. LEARN-NVLS WILL NOT BE LIABLE TO YOU UNDER ANY CIRCUMSTANCES WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST OF BUSINESS). IN NO EVENT WILL THE COMPANY'S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, EXCEED $10,000.00. Indemnification, you agree to indemnify, defend and hold harmless LEARN-NVLS and their employees, representatives, agents, officers, directors, and corporate employees (each, an "Indemnified Party"), against any and all claims, suits, actions, or other proceedings brought against the Indemnified Party based on or arising from any claim: 1) resulting from your breach of this Agreement; 2) that involves any vehicle owned or operated by you; 3) any employee or independent contractor hired by you; or 4) any and all claims based on your actions or omissions. You will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred by the Indemnified Party in connection with or arising from any such claim, suit, action, or proceeding. Each party will at all times be deemed to be an independent contractor with respect to the subject matter of this Agreement, and nothing contained in this Agreement will be deemed or construed in any manner as creating any partnership, joint venture, joint enterprise, single business enterprise, employment, agency, fiduciary or other similar relationship. You may not assign your rights or obligations under this Agreement to any party, without the express written consent of LEARN- NVLS which will not be unreasonably withheld. You represent that you have independently evaluated this Agreement and are not relying on any representation, guarantee, or statement from LEARN-NVLS or anyone else, other than as expressly set forth in this Agreement. THIS AGREEMENT WILL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO THE CONFLICTS OF LAWS AND/OR PRINCIPLES. YOU CONSENT TO THE EXCLUSIVE JURISDICTION IN THE STATE AND/OR FEDERAL COURTS LOCATED IN TARRANT COUNTY, TEXAS, IN ANY DISPUTE INVOLVING THIS AGREEMENT. Except as otherwise permitted by this Agreement, no amendment to this Agreement or waiver of any right or obligation created by this Agreement will be effective unless it is in writing and signed by both you and LEARN-NVLS. Our waiver of any breach or default will not constitute a waiver of any different or subsequent breach or default. This Agreement represents the entire LEARN use agreement between us and you and supersedes all prior agreements and communications, oral or written between you and LEARN-NVLS, its agents or representatives. Neither party will be liable for failure to perform or delay in performing any obligation under this Agreement if such failure or delay is due to fire, flood, earthquake, strike, power outage, blizzard, war (declared or undeclared), commercial impracticability, embargo, blockade, legal prohibition, governmental action, riot, insurrection, damage, destruction or any other cause beyond the reasonable control of such party. If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability will not affect any other provisions of this Agreement, and this Agreement will be construed as if such inva lidinvalid, illegal or unenforceable provision had never been contained herein. YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION Please address all inquiries and notices to: Vigilant Solutions, Inc. Attention: Xxxxx Xxxxxxx 0000 Xxx Xxxxxxx Xxxxx, Xxxxx #000 Xxxxxxxxx, XX 00000 000-000-0000

Additional Terms & Conditions. During Internet Site and Online Exposure - Please note that we are not liable for any matters related to the term of this AgreementInternet sites, we grant to you a non-exclusive, non-transferable right and license to: 1) access the LEARN-NVLS Database Server solely in accordance with the terms and for the purposes of this Agreement; and 2) use our logos, trade names, trademarksincluding, and similar identifying material (collectivelywithout limitation; outage; downtime; server and network issues; etc. Filming and Video Recording Rights - From time to time, photographs and/or video recordings may be made in the "Licensed Materials") that we provide to youfair, which recordings may include images of your artwork. You may hereby consent to allow the use of such images to promote the exhibition. Errors and Omissions - You agree that AGI Fine Art will not alter, modify be liable in the event of any errors or change omissions in the Licensed Materials Show's catalog directory or in any way and related materials. Limitation of Liability -In the event the cancellation of the art fair or of the cancellation of AGI’s participation in the event you are only entitled will be provided with a refund which will be equal to use the Licensed Materials during such time as amount paid by You to AGI. In the event that you are commence a User. This license will terminate immediately upon termination of this Agreement. You agree not to use proprietary materials proceeding, action or information lawsuit or assert in any manner that is disparaging. This prohibition is specifically intended to preclude you from cooperating or otherwise agreeing to allow photographs or screenshots to be taken by form any member of the media without the express consent of LEARN-NVLS. You also agree not to voluntarily provide ANY informationclaim whatsoever against AGI Fine Art, including interviewsits agents, related to LEARN products or its services to any member of the media without the express written consent of LEARN-NVLS. Subject to the Automatic Termination Clause set forth in below, this Agreement shall be valid throughout the time you remain an active Licensee in good standing with LEARN-NVLS. This Agreement shall not be prematurely terminated unless either party breaches this Agreement and such breach remains uncured for 30 days after receiving written notice of such breach. LEARN-NVLS makes no express or implied representations or warranties regarding LEARN, website, online utilities or their performance, availability, functionality. Any implied warranties of merchantability, fitness for a particular purpose are expressly disclaimed and excluded. LEARN-NVLS WILL NOT BE LIABLE TO YOU UNDER ANY CIRCUMSTANCES WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST OF BUSINESS). IN NO EVENT WILL THE COMPANY'S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, EXCEED $10,000.00. Indemnification, you agree to indemnify, defend and hold harmless LEARN-NVLS and their employees, representatives, agents, owners and/or officers, directors, and corporate employees (each, an "Indemnified Party"), against any and all claims, suits, actions, or other proceedings brought against the Indemnified Party based on or in connection with and/or arising from any claim: 1claims that are in any way related to this agreement and/or any acts or omissions arising from AGI Fine Art’s representation of you and/or AGI Fine Art’s relationship with you in any manner whatsoever, the maximum aggregate amount of damages to which you shall be entitled on all of your claims shall be either (a) resulting from your breach of this Agreement; 2) that involves any vehicle owned or operated by you; 3) any employee or independent contractor hired by you; or 4) any and all claims based on your actions or omissions. You will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred by the Indemnified Party insurance proceeds received in connection with your claim or arising from (b) in the event that your insurance claim is denied for any such claimreason whatsoever and/or is not covered by our insurance policy, suitno more than the total amount paid by you to AGI Fine Art in connection with this agreement. This Agreement contains the entire agreement between you and AGI Fine Art. Accordingly, actionthis Agreement may not be altered or modified in any manner whatsoever except by in writing which is duly signed by you and AGI Fine Art. You acknowledge that neither AGI Fine Art nor any other party or any agent or representative of AGI Fine Arthas made any promise, representation, or proceeding. Each party will at all times be deemed to be an independent contractor warranty whatsoever, express or implied, not contained in this Agreement concerning AGI Fine Art’s representation of you or relationship with respect you or relating to the subject matter of this AgreementAgreement to induce the execution of this Agreement and that you have not executed this Agreement in reliance upon any promise, and nothing representation, or warranty not contained in this Agreement will be deemed or construed in any manner as creating any partnership, joint venture, joint enterprise, single business enterprise, employment, agency, fiduciary or other similar relationship. You may not assign your rights or obligations under this Agreement to any party, without the express written consent of LEARN- NVLS which will not be unreasonably withheld. You represent that you have independently evaluated this Agreement and are not relying on any representation, guarantee, or statement from LEARN-NVLS or anyone else, other than as expressly set forth in this Agreement. THIS AGREEMENT WILL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO THE CONFLICTS OF LAWS AND/OR PRINCIPLES. YOU CONSENT TO THE EXCLUSIVE JURISDICTION IN THE STATE AND/OR FEDERAL COURTS LOCATED IN TARRANT COUNTY, TEXAS, IN ANY DISPUTE INVOLVING THIS AGREEMENT. Except as otherwise permitted by this Agreement, no amendment to this Agreement or waiver of any right or obligation created by this Agreement will be effective unless it is in writing and signed by both you and LEARN-NVLS. Our waiver of any breach or default will not constitute a waiver of any different or subsequent breach or default. This Agreement represents the entire LEARN use agreement between us and you and supersedes all prior agreements and communications, oral or written between you and LEARN-NVLS, its agents or representatives. Neither party will be liable for failure to perform or delay in performing any obligation under this Agreement if such failure or delay is due to fire, flood, earthquake, strike, power outage, blizzard, war (declared or undeclared), commercial impracticability, embargo, blockade, legal prohibition, governmental action, riot, insurrection, damage, destruction or any other cause beyond the reasonable control of such party. If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability will not affect any other provisions of this Agreement, and this Agreement will be construed as if such inva lid, illegal or unenforceable provision had never been contained herein. YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION Please address all inquiries and notices to: Vigilant Solutions, Inc. Attention: Xxxxx Xxxxxxx 0000 Xxx Xxxxxxx Xxxxx, Xxxxx #000 Xxxxxxxxx, XX 00000 000-000-0000agreement.

Additional Terms & Conditions. During Internet Site and Online Exposure - Please note that we are not liable for any matters related to the term of this AgreementInternet sites, we grant to you a non-exclusive, non-transferable right and license to: 1) access the LEARN-NVLS Database Server solely in accordance with the terms and for the purposes of this Agreement; and 2) use our logos, trade names, trademarksincluding, and similar identifying material (collectivelywithout limitation; outage; downtime; server and network issues; etc. Filming and Video Recording Rights - From time to time, photographs and/or video recordings may be made in the "Licensed Materials") that we provide to youfair, which recordings may include images of your artwork. You may hereby consent to allow the use of such images to promote the exhibition. Errors and Omissions - You agree that AGI Fine Art will not alter, modify be liable in the event of any errors or change omissions in the Licensed Materials Show's catalog directory or in any way and related materials. Limitation of Liability -In the event the cancellation of the art fair or of the cancellation of AGI’s participation in the event you are only entitled will be provided with a refund which will be equal to use the Licensed Materials during such time as amount paid by You to AGI. In the event that you are commence a User. This license will terminate immediately upon termination of this Agreement. You agree not to use proprietary materials proceeding, action or information lawsuit or assert in any manner that is disparaging. This prohibition is specifically intended to preclude you from cooperating or otherwise agreeing to allow photographs or screenshots to be taken by form any member of the media without the express consent of LEARN-NVLS. You also agree not to voluntarily provide ANY informationclaim whatsoever against AGI Fine Art, including interviewsits agents, related to LEARN products or its services to any member of the media without the express written consent of LEARN-NVLS. Subject to the Automatic Termination Clause set forth in below, this Agreement shall be valid throughout the time you remain an active Licensee in good standing with LEARN-NVLS. This Agreement shall not be prematurely terminated unless either party breaches this Agreement and such breach remains uncured for 30 days after receiving written notice of such breach. LEARN-NVLS makes no express or implied representations or warranties regarding LEARN, website, online utilities or their performance, availability, functionality. Any implied warranties of merchantability, fitness for a particular purpose are expressly disclaimed and excluded. LEARN-NVLS WILL NOT BE LIABLE TO YOU UNDER ANY CIRCUMSTANCES WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST OF BUSINESS). IN NO EVENT WILL THE COMPANY'S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, EXCEED $10,000.00. Indemnification, you agree to indemnify, defend and hold harmless LEARN-NVLS and their employees, representatives, agents, owners and/or officers, directors, and corporate employees (each, an "Indemnified Party"), against any and all claims, suits, actions, or other proceedings brought against the Indemnified Party based on or in connection with and/or arising from any claim: 1claims that are in any way related to this agreement and/or any acts or omissions arising from AGI Fine Art’s representation of you and/or AGI Fine Art’s relationship with you in any manner whatsoever, the maximum aggregate amount of damages to which you shall be entitled on all of your claims shall be either (a) resulting from your breach of this Agreement; 2) that involves any vehicle owned or operated by you; 3) any employee or independent contractor hired by you; or 4) any and all claims based on your actions or omissions. You will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred by the Indemnified Party insurance proceeds received in connection with your claim or arising from (b) in the event that your insurance claim is denied for any such claimreason whatsoever and/or is not covered by our insurance policy, suitno more than the total amount paid by you to AGI Fine Art in connection with this agreement. This Agreement contains the entire agreement between you and AGI Fine Art. Accordingly, actionthis Agreement may not be altered or modified in any manner whatsoever except by in writing which is duly signed by you and AGI Fine Art. You acknowledge that neither AGI Fine Art nor any other party or any agent or representative of AGI Fine Arthas made any promise, representation, or proceeding. Each party will at all times be deemed to be an independent contractor warranty whatsoever, express or implied, not contained in this Agreement concerning AGI Fine Art’s representation of you or relationship with respect you or relating to the subject matter of this AgreementAgreement to induce the execution of this Agreement and that you have not executed this Agreement in reliance upon any promise, and nothing representation, or warranty not contained in this Agreement will be deemed or construed in any manner as creating any partnershipagreement. Jurisdiction - You hereby unconditionally consent to the exclusive jurisdiction of the courts of the state of New York, joint venture, joint enterprise, single business enterprise, employment, agency, fiduciary or other similar relationship. You may not assign your rights or obligations under this Agreement to any party, without the express written consent of LEARN- NVLS which will not be unreasonably withheld. You represent that you have independently evaluated this Agreement and are not relying on any representation, guarantee, or statement from LEARN-NVLS or anyone else, other than as expressly set forth in this Agreement. THIS AGREEMENT WILL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO THE CONFLICTS OF LAWS AND/OR PRINCIPLES. YOU CONSENT TO THE EXCLUSIVE JURISDICTION IN THE STATE AND/OR FEDERAL COURTS LOCATED IN TARRANT COUNTY, TEXAS, IN ANY DISPUTE INVOLVING THIS AGREEMENT. Except as otherwise permitted by this Agreement, no amendment to this Agreement or waiver of any right or obligation created by this Agreement will be effective unless it is in writing and signed by both you and LEARN-NVLS. Our waiver of any breach or default will not constitute a waiver of any different or subsequent breach or default. This Agreement represents the entire LEARN use agreement between us and you and supersedes all prior agreements and communications, oral or written between you and LEARN-NVLS, its agents or representatives. Neither party will be liable for failure to perform or delay in performing any obligation under this Agreement if such failure or delay is due to fire, flood, earthquake, strike, power outage, blizzard, war (declared or undeclared), commercial impracticability, embargo, blockade, legal prohibition, governmental action, riot, insurrection, damage, destruction or any other cause beyond the reasonable control of such party. If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability will not affect any other provisions of this AgreementNew York County, and this Agreement will be construed as if such inva lid, illegal or unenforceable provision had never been contained herein. YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION Please address all inquiries and notices to: Vigilant Solutions, Inc. Attention: Xxxxx Xxxxxxx 0000 Xxx Xxxxxxx Xxxxx, Xxxxx #000 Xxxxxxxxx, XX 00000 000-000-0000New York law shall apply.