Terms Of Service

WORSHIP SUPPORT NETWORK, LLC

THESE TERMS AND CONDITIONS CREATE A CONTRACT BETWEEN YOU AND THE WORSHIP SUPPORT NETWORK, LLC (THE “AGREEMENT”). PLEASE READ THE AGREEMENT CAREFULLY. TO CONFIRM YOUR UNDERSTANDING AND ACCEPTANCE OF THE AGREEMENT, CLICK “AGREE.”

INTRODUCTION

IT IS WORSHIP SUPPORT NETWORK’S (WSN) PASSION TO HONOR THE LORD THROUGH SERVING HIS CHURCH. WE WILL DO OUR ABSOLUTE BEST TO CATER TO YOUR UNIQUE NEEDS WITH PROFESSIONALISM, RESPECT, GRACE, AND UNDERSTANDING. THIS CONTRACT IS A SUMMARY OF WHAT TO CONSISTENTLY EXPECT FROM OUR COORDINATORS & TEAM MEMBERS, AS WELL AS WHAT WE NEED YOU TO AGREE UPON IN ORDER TO SECURE OUR SERVICES WITH YOU. WE HAVE NO DESIRE TO TRICK YOU INTO SIGNING SOMETHING THAT YOU MIGHT LATER REGRET, THAT IS WHY YOU WILL NOT FIND COMPLICATED LEGAL TERMS OR LARGE PASSAGES OF UNREADABLE TEXT IN THIS CONTRACT, HOWEVER, IT SHOULD BE ACKNOWLEDGED THAT THE EXPECTATIONS LISTED ON THIS CONTRACT ARE LEGALLY BINDING FOR BOTH PARTIES (THE MINISTRY AND ALL OF ITS AGENTS, AND WSN).

OUR MISSION:

WSN’s mission is to provide services that maintain and elevate the worship of the local church.

GENERAL TERMS & CONDITIONS

THESE TERMS AND CONDITIONS COVER ALL CONTRACTS ENTERED INTO BY A CLIENT WITH THE COMPANY FOR PROJECT TYPES RELATING TO:
WORSHIP LEADERS; MUSICIANS; SOUND ENGINEERS, COMPANY ADMINISTRATORS & SUPPORT STAFF. THESE TERMS AND CONDITIONS ARE SUBJECT TO CHANGE WITHOUT NOTIFICATION BY THE COMPANY. THESE TERMS AND CONDITIONS APPLY TO THE COMPANY AND ALL OF ITS CONTRACTORS AND SUBSIDIARIES. THE CLIENT IS OF THE OPINION THAT THE COMPANY HAS THE NECESSARY QUALIFICATIONS, EXPERIENCE, AND ABILITIES TO PROVIDE SERVICES TO THE CLIENT. THE COMPANY IS AGREEABLE TO PROVIDING SUCH SERVICES TO THE CLIENT ON THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT. THESE TERMS AND CONDITIONS APPLY TO THE COMPANY AND ALL OF ITS CONTRACTORS AND SUBSIDIARIES.

PRIVACY

THE CLIENT IS AGREEABLE TO THE COMPANY’S PRIVACY POLICY.

CONSIDERATION

IN CONSIDERATION OF THE MATTERS DESCRIBED ABOVE AND OF THE MUTUAL BENEFITS AND OBLIGATIONS SET FORTH IN THIS AGREEMENT, THE RECEIPT AND SUFFICIENCY OF WHICH CONSIDERATION IS HEREBY ACKNOWLEDGED, THE CLIENT AND THE COMPANY (INDIVIDUALLY THE “PARTY” AND COLLECTIVELY THE “PARTIES” TO THIS AGREEMENT) AGREE.

RELATIONSHIP OF PARTIES

IT IS UNDERSTOOD BY THE PARTIES THAT COMPANY IS A GENERAL CONTRACTOR WITH RESPECT TO THE CLIENT, AND NOT AN EMPLOYEE OF CLIENT. THE COMPANY WILL NOT PROVIDE NOR SEEK ANY FRINGE BENEFITS, INCLUDING HEALTH INSURANCE BENEFITS, PAID VACATION, UNEMPLOYMENT BENEFITS OR ANY OTHER EMPLOYEE BENEFIT, FOR THE BENEFIT OF THE COMPANY.

NO VENTURE

NEITHER THIS AGREEMENT NOR ANY PROVISION HEREOF SHALL BE DEEMED TO CONSTITUTE A PARTNERSHIP OR JOINT VENTURE AS BETWEEN THE PARTIES HERETO FOR ANY PURPOSE WHATSOEVER, AND NEITHER PARTY SHALL SO REPRESENT OR PERMIT THE SAME TO BE REPRESENTED.

INTRODUCTION TO OUR SERVICES

COMMUNICATIONS

IN MATTERS PERTAINING TO THE CLIENT & THEIR COMMUNICATION WITH THE COMPANY, TEAM MEMBERS, AND SUBSIDIARIES – THE CLIENT IS AGREEABLE TO THE FOLLOWING THE STANDARDS AND PROTOCOL AS SET FORTH IN THE FOLLOWING:
SCHEDULING
ALL SCHEDULING CHANGES OR MODIFICATIONS TO THE SCOPE OF THE PROJECT MUST BE REQUESTED THROUGH THE COMPANY PROJECT MANAGER, PROJECT COORDINATORS, OR OTHERWISE CLIENT RELATIONSHIP MANAGER. ANY CHANGE REQUESTS GIVEN TO A COMPANY CONTRACTOR SERVICING A PROJECT WILL LIKELY NOT BE MET, DOCUMENTED, ADJUSTED, OR OTHERWISE HONORED.
PROJECT PLANNING & DISCUSSION
ALL COMMUNICATION BETWEEN THE CLIENT AND A COMPANY CONTRACTOR MUST BE DONE WITHIN THE PROVIDED “PROJECT CONNECTION” EMAIL WHICH IS GENERATED SPECIFICALLY AND UNIQUELY FOR EACH PROJECT AND PROVIDED FOR THE BENEFIT OF ALL PARTIES, OVERSIGHT, AND QUALITY CONTROL. ANY COMMUNICATION DIRECTLY BETWEEN A CLIENT AND A COMPANY TEAM MEMBER, WHETHER BY EMAIL, TEXT MESSAGE, OR PHONE CALL, AND CIRCUMVENTS THE INCLUSION OF THE COMPANY PROJECT MANAGERS, COORDINATORS, OR ADMINISTRATORS IN NOT PERMITTED UNLESS EXPRESSED PERMISSION IS GIVEN FROM THE COMPANY.
SITUATIONAL EXCEPTIONS & PERMISSIONS
FROM TIME-TO-TIME SITUATIONS MAY ARISE WHERE A TEXT MESSAGE OR PHONE CALL IS NEED FOR RAPID RESOLUTIONS TO PLANNING AND OR EXECUTION OF A PROJECT. EXAMPLES MAY INCLUDE: LAST MINUTE BOOKINGS IN WHICH SERVICES ARE TO BE RENDERED IN A MATTER OF HOURS RATHER THAN DAYS AND THUS REQUIRE IMMEDIATE PLANNING AND/OR INSTRUCTIONS FOR PREPARATION. COMPANY TEAM MEMBER IS NOT ABLE TO LOCATE OR ENTER SERVICE ADDRESS LOCATION TO PROVIDE THE SERVICES AS OUTLINED IN THE PARTICULAR SCOPE OF THE PROJECT. IN SITUATIONS LIKE THE TWO MENTIONED ABOVE AND/OR ANY OTHER SITUATIONS THE COMPANY PROJECT MANAGERS DEEM NECESSARY, SPECIAL EXCEPTIONS AND ACCOMMODATIONS CAN BE MADE AND PERMISSIONS CAN BE GRANTED. IF PERMISSIONS ARE GRANTED, THE STANDARDS ARE AS FOLLOWS: ALL COMMUNICATION BY TEXT SHALL BE IN A “GROUP TEXT” WITH THE COMPANY PROJECT COORDINATOR LINE. ALL COMMUNICATION BY EMAIL SHALL INCLUDE THE COMPANY PROJECT MANAGER, COORDINATOR, OR PROJECT SUPPORT ADDRESS BY WAY OF “CC” OR (CARBON COPIED) AND ALWAYS “REPLY-ALL”. ALL COMMUNICATION THAT IS CONDUCTED OF AN AUDIO (VOICE) PHONE CALL SHALL BE REPORTED TO THE COMPANY PROJECT MANAGER OR COORDINATOR AFTER THE CONCLUSION OF THE CALL OR AT THE LATEST, THE CONCLUSION OF THE SERVICES.
EXPLANATION SUMMARY:
THERE ARE THREE REASONS WHY WE HAVE THIS AS A PROTOCOL AND THEY ARE AS FOLLOWS: WE TRY TO MAINTAIN ACCOUNTABILITY OF ALL “CONTRACTUAL AGREEMENTS” AND “QUALITY OF SERVICES PROVIDED” BETWEEN THE CLIENT, THE COMPANY, & COMPANY TEAM MEMBERS BY HAVING COMMUNICATION INFORMATION ACCESSIBLE. OCCASIONALLY LAST MINUTE EMERGENCIES HAPPEN, AND WE WANT TO BE ABLE TO LIFT THE WEIGHT OFF OUR TEAM IMMEDIATELY. WE STRIVE TO BE UP-TO-SPEED AT ALL TIMES TO SO THAT WE CAN SEAMLESSLY GET ANOTHER TEAM MEMBER ON A PROJECT TO LET THE PERSON IN CRISIS FOCUS ON TAKING CARE OF THEIR EMERGENCY. WE HAVE A DESIRE TO HELP STREAMLINE/EXPEDITE COMMUNICATION IF EITHER THE CLIENT OR TEAM MEMBER ISN’T BEING RESPONSIVE.

COMPENSATION

FOR THE SERVICES RENDERED BY THE COMPANY AS REQUIRED BY THIS AGREEMENT, THE CLIENT WILL PROVIDE COMPENSATION (THE “COMPENSATION”) TO THE THE COMPANY ACCORDING TO THE FOLLOWING:
  1. EITHER BEFORE OR ON THE DATE OF THE SERVICE WE WILL BE SERVING YOU. IF YOU CANNOT PAY ON THE DAY OF THE EVENT, OR:
  2. IF YOU ARE LATE ON A PAYMENT YOU WILL BE CHARGED A LATE FEE OF 10% OF THE TOTAL PAYMENT. INVOICES ARE CONSIDERED PAST DUE AT MIDNIGHT ON THE DATE OF SERVICE.
PAYMENT METHOD
IN EFFORTS TO MAKE PAYMENTS EASIER ON OUR CLIENTS, ALL INVOICES ARE PROCESSED AUTOMATICALLY WITH PRIOR TO THE DATE OF SERVICE USING A CREDIT OR DEBIT CARD (THE “PAYMENT METHOD”) STORED ON FILE.
CURRENCY
EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, ALL MONETARY AMOUNTS REFERRED TO IN THIS AGREEMENT ARE IN USD (US DOLLARS). EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, ACCEPTABLE FORMS OF PAYMENT ARE LIMITED TO ELECTRONIC INVOICE TO BE PAID ONLINE USING A DEBIT OR CREDIT CARD. CASH, CHECK, MONEY ORDER, & CASHIER’S CHECKS ARE NOT ALLOWED UNDER THIS AGREEMENT. THE CLIENT IS AGREEABLE TO THESE FORMS OF COMPENSATION AS LISTED ABOVE AND ALSO AGREES NEVER TO PROVIDE ANY OTHER FORMS OF COMPENSATION TO A WSN TEAM MEMBER DIRECTLY UNLESS EXPRESSLY PERMITTED BY THE COMPANY AND ITS EXECUTIVE TEAM.
GOOD STANDING
OUR GOALS ARE TO HAVE A GOOD STANDING RELATIONSHIP WITH EACH OTHER, WE ASK THAT THE PAYMENT SCHEDULE BE TAKE SERIOUSLY AND THAT THE DETAILS BELOW ARE NOTED. THE COMPANY RESERVES THE RIGHT TO WITHHOLD SERVICES AT ANY TIME. PARTICULARLY IN CASES INCLUDING, BUT NOT LIMITED TO, OUTSTANDING BALANCES OR FAILURE TO PROVIDE A VALID PAYMENT METHOD PRIOR TO THE DATE OF SERVICE.
CANNOT MAKE PAYMENT
IF THE CLIENT CANNOT MAKE A PAYMENT FOR ANY REASON, DEVELOPMENT ON THE PROJECT WILL BE PAUSED UNTIL PAYMENT IS COMPLETED. FUTURE PROJECT DELIVERABLES MAY BE WITHHELD OR CANCELED UNTIL PAYMENT IS COMPLETED.
LATE PAYMENTS
IF YOU ARE LATE ON A PAYMENT YOU WILL BE CHARGED A LATE FEE OF 10% OF THE TOTAL PAYMENT. INVOICES ARE CONSIDERED PAST DUE AT MIDNIGHT ON THE DATE OF SERVICE.
REIMBURSEMENT OF EXPENSES
THE COMPANY WILL BE REIMBURSED FROM TIME TO TIME FOR ALL REASONABLE AND NECESSARY EXPENSES INCURRED BY THE COMPANY IN CONNECTION WITH PROVIDING THE SERVICES HEREUNDER. THE COMPANY MAY CHOOSE TO FURNISH STATEMENTS AND VOUCHERS TO THE CLIENT FOR SUCH EXPENSES. INCLUDING BUT NOT LIMITED TO SERVICES RESTORATION FEES ACCRUED BY NON-PAYMENT FOR SERVICES.

RIGHT OF WITHDRAWL (CANCELATION POLICY)

THE CLIENT HAS THE RIGHT TO CANCEL REQUESTED SERVICES AT ANY TIME BETWEEN THE DATE & TIME THE SERVICE REQUEST IS SUBMITTED AND THE TIME BEFORE SERVICES ARE RENDERED ON THE DATE OF SERVICE REQUESTED AND IF THE CANCELATION REQUEST IS PROVIDED TO THE COMPANY ADMINISTRATORS SPECIFICALLY AND NOT THROUGH SUBSIDIARIES, CONTRACTORS, OR SUBCONTRACTORS.
EFFECTS OF CANCELATION
IF THE CANCELATION REQUEST IS RECEIVED THROUGH THE PROPER CHANNELS BEFORE 14 DAYS OF THE DATE OF SERVICE REQUESTED, THE SERVICES WILL BE CANCELED WITHOUT A CANCELATION FEE.
EFFECTS OF LATE CANCELATION
IF THE CANCELATION REQUEST IS RECEIVED THROUGH THE PROPER CHANNELS WITHIN 14 DAYS OF THE DATE SERVICE REQUESTED, A LATE CANCELATION FEE OF 30% WILL BE ASSESSED ON THE DATE OF CANCELATION.
ACTS OF GOD
THE COMPANY WILL BE EXCUSED FROM SERVING THE CHURCH FOR ANY OF THESE “ACTS OF GOD” INSTANCES: NATURAL DISASTER, UNSAFE ENVIRONMENT, ANY TYPE OF THREAT; RENDERING THE PROJECT VOID OF ALL SERVICES HOWEVER LONG THE ENVIRONMENT PERSISTS. IF THE CLIENT DECIDES TO CANCEL SERVICES FOR ANY REASON OTHER THAN AN ACT OF GOD, THE CLIENT WILL BE CHARGED A CANCELLATION FEE OF 30% OF THE ORIGINAL INVOICE. IF THE CLIENT DECIDES TO CANCEL SERVICES FOR ANY REASON INCLUDING AN ACT OF GOD, THE COMPANY RESERVES THE RIGHT TO EVALUATE WHETHER THE CLIENT WILL BE CHARGED A CANCELLATION FEE OF 30% OF THE ORIGINAL INVOICE OR IF A WAIVER CAN BE GIVEN. IF THE CLIENT DECIDES TO CANCEL SERVICES FOR ANY REASON OTHER THAN AN ACT OF GOD, AND ON THE DATE OF SERVICE, THE CLIENT WILL BE CHARGED IN-FULL.
RUSH SERVICE REQUESTS
THE COMPANY CONSIDERS ANY SERVICE REQUESTS MADE WITH LESS THATN 14 DAYS ADVANCED NOTICE AS “RUSHED SERVICE REQUESTS”. FOR BOOKINGS OR SCHEDULING OF SERVICES REQUESTED WITH LESS THAN 14 DAYS UNTIL THE DATE OF SERVICE REQUESTED, THE LATE CANCELATION POLICY WILL APPLY IMMEDIATELY FOLLOWING THE SUBMISSION OF THE SERVICE REQUEST.

INDEMNIFICATION

CLIENT SHALL AT ALL TIMES INDEMNIFY, DEFEND AND HOLD WSN, ITS MEMBERS, MANAGERS, AGENTS, ASSIGNS, LICENSEES, DESIGNEES, AND ALL OTHERS ACTING ON WSN’S BEHALF, HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, COSTS, LIABILITIES, AND EXPENSES, INCLUDING ATTORNEY FEES, ARISING OUT OF OR CAUSED BY THE SERVICES AND/OR ANY MATERIALS RESULTING FROM THE SERVICES. IN THE EVENT OF ANY CLAIM OR SERVICE OF PROCESS UPON WSN INVOLVING THIS INDEMNIFICATION, WSN SHALL PROMPTLY NOTIFY CLIENT OF THE CLAIM, AND CLIENT SHALL PROMPTLY ADJUST, SETTLE, DEFEND OR OTHERWISE DISPOSE OF SUCH CLAIM AT ITS SOLE COST, BUT SUBJECT TO WSN’S OVERSIGHT AND APPROVAL. IN THE EVENT WSN DETERMINES THAT CLIENT IS NOT DILIGENTLY AND CONTINUOUSLY DEFENDING SUCH CLAIM, WSN SHALL HAVE THE RIGHT TO ADJUST, SETTLE, DEFEND OR OTHERWISE DISPOSE OF SUCH CLAIM. IF IT SO ELECTS, WSN SHALL ALSO HAVE THE RIGHT TO ENGAGE ITS OWN LEGAL COUNSEL IN CONNECTION WITH SUCH A CLAIM. ANY COSTS INCURRED BY WSN IN CONNECTION THEREWITH SHALL BE PROMPTLY REIMBURSED BY CLIENT UPON DEMAND, AND IF CLIENT FAILS TO SO REIMBURSE WSN SHALL BE ENTITLED TO RECOVER ITS ATTORNEY FEES INCURRED IN COLLECTING THE SAME FROM CLIENT.

NONSOLICITATION OF TEAM MEMBERS, CONTRACTORS, EMPLOYEES

CLIENT ACKNOWLEDGES THAT WSN HAS INVESTED, AND WILL CONTINUE TO INVEST, SIGNIFICANT TIME AND MONEY TO RECRUIT AND USE ITS TEAM MEMBERS. BECAUSE THE IDENTITIES OF SUCH ACTUAL OR POTENTIAL TEAM MEMBERS HAVE BEEN COMPILED OVER TIME BY WSN AND WSN TAKES REASONABLE MEASURES TO PROTECT SUCH INFORMATION AND CONSIDERS INFORMATION REGARDING ITS ACTUAL OR POTENTIAL TEAM MEMBERS TO BE A “TRADE SECRET” AS THAT TERM IS DEFINED IN THE UNIFORM TRADE SECRETS ACT, CLIENT AGREES THAT DURING THE TERM AND FOR A PERIOD OF FIVE (5) YEARS FOLLOWING CONCLUSION OF THE TERM, CLIENT WILL NOT DIRECTLY OR INDIRECTLY, FOR CLIENT’S OWN ACCOUNT OR FOR OTHERS, (I) SOLICIT (OR ASSIST ANOTHER IN SOLICITING) (II) OFFER OR CAUSE TO ENTER INTO A SERVICE ENGAGEMENT, OR (III) PARTICIPATE IN ANY MANNER IN THE RECRUITING, EMPLOYING, UTILIZING FOR SERVICES, OF ANY CURRENT OR FORMER TEAM MEMBER WITH WHOM CLIENT HAD CONTACT OR OF WHOM CLIENT BECAME AWARE DURING THE TERM. NOR WILL CLIENT, FOR CLIENT’S OWN ACCOUNT OR FOR OTHERS, IN ANY WAY, INDUCE OR ATTEMPT TO INDUCE SUCH AN INDIVIDUAL TO STOP WORKING WITH WSN.

BREACH

THE CLIENT IS AGREEABLE THAT THE COMPANY OPERATES OFF OF TRUST AND THEREFORE ACKNOWLEDGES THAT VIOLATIONS OF THE NONSOLICITATION TERMS ABOVE BREACHES TRUST AND THE CONDITIONS OF THE AGREEMENT. THE CLIENT THEREFORE WILL NOT INTENTIONALLY OR UNINTENTIONALLY SIDE-STEP THE COMPANY’S COMMUNICATION PROTOCOLS OR ABUSE “USING OUR SERVICES” IN ORDER TO ATTEMPT AN OFFER OF A JOB OR SUB-CONTRAT DIRECTLY TO COMPANY TEAM MEMBERS AND/OR IT’S SUBSIDIARIES. THE CLIENT WILL NOT INTENTIONALLY OR UNINTENTIONALLY REQUEST THE COMPANY TEAM MEMBERS AND/OR IT’S SUBSIDIARIES TO MAKE THE CLIENT THEIR NEW HOME CHURCH. THE CLIENT UNDERSTANDS AND IS AGREEABLE THAT THE ACTIONS OF MENTIONED ABOVE WILL BE SEEN AS A BREACH OF THE NONSOLICITATION CLAUSE WITHIN THE AGREEMENT AND THEREFORE A BREACH OF CONTRACT AND THE COMPANY RESERVES THE RIGHT TO TERMINATE THE AGREEMENT AND ANY OTHER ACTIONS DEEMED NECESSARY UPON SAID BREACH.

CONTRACT BUYOUTS

IF THE CLIENT WOULD LIKE TO PURSUE ANY COMPANY TEAM MEMBERS FOR A FULL/PART-TIME OPPORTUNITY, THE COMPANY WILL ACT AS AN AGENT ON THEIR BEHALF. ONCE THE COMPANY, THE CLIENT, AND THE COMPANY TEAM MEMBER SETTLE ON THE OPPORTUNITY AND JOB DESCRIPTION, A 15% CONTRACT BUYOUT FEE WILL BE ASSESSED AND THE NDA/NONSOLICITATION CLAUSES WILL BE DISSOLVED ALONG WITH THAT OF THE COMPANY TEAM MEMBER.

DEFINITIONS

FOR THE PURPOSES OF THIS AGREEMENT:

“WSN” SHALL INCLUDE ITS CURRENT, FORMER, AND FUTURE PARENTS, SUBSIDIARIES, AFFILIATES, AND RELATED ENTITIES AS WELL AS EACH OF THEIR RESPECTIVE CURRENT, PAST, AND FUTURE SUCCESSORS, PREDECESSORS, INSURERS, OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, OWNERS, AGENTS, ATTORNEYS, INSURERS, EMPLOYEES, AND ASSIGNS.“TEAM MEMBER” SHALL MEAN CONTRACTED MUSICIANS, PRODUCERS, SPEAKERS, OR SUBJECT MATTER EXPERTS THAT ARE ASSIGNED TO A PROJECT AND ARE RESPONSIBLE FOR DELIVERING THE PROJECT’S COMPLETION. “PROJECT” SHALL MEAN A SET TERM LENGTH WHERE THE CLIENT IS PROVIDED WITH REQUESTED SERVICES, INCLUDING, BUT NOT LIMITED TO, DIGITAL ASSET PRODUCTION, TRAINING, CONSULTATION OR FILLING OPEN POSITIONS IN THE CLIENT’S WORSHIP BAND, AUDIOVISUAL DIVISION, OR OTHERWISE SPECIFIED DEPARTMENT.“PROJECT ASSIGNMENT” SHALL MEAN A WRITTEN DESCRIPTION OF A PROJECT WHERE DETAILS OF THE PROJECT ARE PROVIDED INCLUDING, BUT NOT LIMITED TO, PROJECT SCOPE, TIMELINE, THE TEAM MEMBER POSITION, DELIVERABLES, NOTES OR CLIENT INFORMATION RELATED TO, AND NECESSARY FOR THE COMPLETION OF THE PROJECT(S).“CLIENT” SHALL INCLUDE ANY MINISTRY, CHURCH, ORGANIZATION, ENTITY OR INDIVIDUAL THAT REGISTERS WITH WSN, REQUESTS GENERAL INFORMATION FROM WSN, IS IN WSN’S DATABASE OR REQUESTS SERVICES OR PROJECT(S) FROM WSN.

OTHER DEFINITIONS & PROVISIONS

DELIVERABLES
ANY PERSONNEL, SETLIST DEVELOPMENT, SCENE FILES, TRACKS, OR OTHER ITEMS REQUIRED BY WSN TO COMPLETE THE PROJECT SERVICES.
INTANGIBLES
KNOWLEDGE ABOUT SOLUTIONS TO PROBLEMS, METHODS, SOFTWARE, HARDWARE, OR DESIGNS.
ENTIRE AGREEMENT
THIS AGREEMENT CONTAINS THE ENTIRE AGREEMENT OF THE PARTIES AND THERE ARE NO OTHER PROMISES OR CONDITIONS IN ANY OTHER AGREEMENT WHETHER ORAL OR WRITTEN. THIS AGREEMENT SUPERSEDES ANY PRIOR WRITTEN OR ORAL AGREEMENTS BETWEEN THE PARTIES.
MODIFICATION OF THIS AGREEMENT
THE COMPANY RESERVES THE RIGHT TO AT ANY MAKE MODIFICATIONS TO THIS AGREEMENT. ANY AMENDMENT OR MODIFICATION OF THIS AGREEMENT OR ADDITIONAL OBLIGATION ASSUMED BY EITHER PARTY IN CONNECTION WITH THIS AGREEMENT WILL ONLY BE BINDING IF EVIDENCED UPON THE SIGNED OR ACCEPTED CONSENT OF CLIENT OR AN AUTHORIZED REPRESENTATIVE OF THE CLIENT
ASSIGNMENT
THE COMPANY WILL NOT VOLUNTARILY OR BY OPERATION OF LAW ASSIGN OR OTHERWISE TRANSFER ITS OBLIGATIONS UNDER THIS AGREEMENT BEYOND ITSELF, ITS CONTRACTORS, OR SUBSIDIARIES WITHOUT THE PRIOR WRITTEN CONSENT OF THE CLIENT.
SEVERABILITY
IF ANY PROVISION OF THIS AGREEMENT SHALL BE HELD TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THE REMAINING PROVISIONS SHALL CONTINUE TO BE VALID AND ENFORCEABLE. IF A COURT FINDS THAT ANY PROVISION OF THIS AGREEMENT IS INVALID OR UNENFORCEABLE, BUT THAT BY LIMITING SUCH PROVISION IT WOULD BECOME VALID AND ENFORCEABLE, THEN SUCH PROVISION SHALL BE DEEMED TO BE WRITTEN, CONSTRUED AND ENFORCED AS SO LIMITED.
WAIVER OF CONTRACTUAL RIGHT
THE FAILURE OF EITHER PARTY TO ENFORCE ANY PROVISION OF THIS AGREEMENT SHALL NOT BE CONSTRUED AS A WAIVER OR LIMITATION OF THAT PARTY’S RIGHT TO SUBSEQUENTLY ENFORCE AND COMPEL STRICT COMPLIANCE WITH EVERY PROVISION OF THIS AGREEMENT.
GOVERNING LAW AND VENUE; ATTORNEYS FEES
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ARIZONA. THE EXCLUSIVE VENUE OF ANY MEDIATION, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT SHALL BE MARICOPA COUNTY, ARIZONA. THE PREVAILING PARTY IN ANY DISPUTE OR PROCEEDING ARISING OUT OF THIS AGREEMENT SHALL BE ENTITLED TO ITS REASONABLE ATTORNEY FEES INCURRED AS A RESULT THEREOF.
HEADINGS
THE HEADINGS OF THIS AGREEMENT OR ANY ARTICLES, SECTIONS OR PARAGRAPHS, ARE INSERTED ONLY FOR THE PURPOSES OF CONVENIENT REFERENCE AND THAT THEY MAY NOT ACCURATELY OR ADEQUATELY DESCRIBE THE CONTENTS OF THE SECTIONS OR PARAGRAPHS WHICH THEY HEAD. SUCH HEADINGS SHALL NOT BE DEEMED TO LIMIT, COVER OR IN ANY WAY AFFECT THE SCOPE, MEANING OR INTENT OF THIS AGREEMENT, OR ANY PART OF THEREOF, NOR SHALL THEY OTHERWISE BE GIVEN ANY LEGAL EFFECT.
GENDER
WORDS IN THE SINGULAR MEAN AND INCLUDE THE PLURAL AND VICE VERSA. WORDS IN THE MASCULINE MEAN AND INCLUDE THE FEMININE AND VICE VERSA.
ASSIGNMENT
WSN MAY ASSIGN ANY OF ITS RIGHTS AND/OR DELEGATE ANY OF ITS OBLIGATIONS HEREUNDER, PROVIDED SUCH ASSIGNMENT AND/OR DELEGATION DOES NOT MATERIALLY INCREASE THE RISK OF NON-PERFORMANCE BY THE ASSIGNING AND/OR DELEGATING PARTY. CONTRACTOR SHALL NOT ASSIGN ANY OF ITS RIGHTS AND/OR DELEGATE ANY OF ITS OBLIGATIONS HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF WSN AND ANY ATTEMPT BY CONTRACTOR TO DO SO SHALL BE NULL AND VOID.

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