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HomeMy WebLinkAboutContract 48793-R1 -1 8 910 T r CITY SECRETARY CONTRACT NO. ��°�J AMENDMENT FOR RENEWAL OF �A1 10 �, AGREEMENT FOR THE TERM OF MARCH 7, 2018 TO MARCH 6, 2019 BETWEEN THE CITY OF FORT WORTH AND DAILY MUSE INC. This Amendment for Renewal of Agreement for the term of March 7, 2018 to March 6, 2019 ("Amendment") is entered into by and between Daily Muse Inc. ("Seller") and the City of Fort Worth("City"),collectively the"parties", for a purchase of services. The Contract documents shall include the following: 1. Order Form for Term of March 7, 2018 to March 6,2019; and 2. Seller Terms &Conditions (attached hereto)and; 3. This Amendment In the event of any conflict between the Seller's order form and terms and conditions ("the Agreement") and with the terms and conditions set forth in the body of this Amendment, the terms and conditions of this Amendment shall control. The Parties hereby stipulate by evidence of execution of this Amendment below by a representative of each party duly authorized to bind the parties hereto, that the parties hereby agree that the provisions in this Amendment below shall be applicable to the Agreement as follows: 1. Term. The renewal term shall commence March 7, 2018 and shall expire on March 6, 2019, unless terminated earlier in accordance with the provisions of the Agreement or otherwise extended by the parties. The Agreement may renew by mutual written agreement of both parties. City shall provide Seller with written notice of its intent to renew at least thirty(30) days prior to the end of each term. 2. Termination. a. Breach. If either party commits a material breach of the Agreement, the non-breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach ten (10) calendar days after receipt of notice from the non-breaching party, or other time frame as agreed to by the parties. If the breaching party fails to cure the breach within the stated period of time, the non-breaching party may, in its sole discretion, and without prejudice to any other right under the Agreement, law, or equity, immediately terminate this Agreement by giving written notice to the breaching party. b. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will OFFICIAL RECORD Amendment CITY SECRETARY Page I of 4 FT.WORTH,TX notify Seller of such occurrence and the Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. For the renewal Term of March 7, 2018 to March 6, 2019, City represents and warrants that sufficient funds have been appropriated and will be paid to Seller in accordance with the payment terms listed on the Order Form. C. Duties and Obligations of the Parties. In the event that the Agreement is terminated prior to the Expiration Date, City shall pay Seller for services actually rendered up to the effective date of termination and Seller shall continue to provide City with services requested by City and in accordance with the Agreement up to the effective date of termination. Upon termination of the Agreement for any reason, Seller shall provide City with copies of all completed or partially completed documents prepared under the Agreement. In the event Seller has received access to City information or data as a requirement to perform services hereunder, Seller shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 3. Attorneys' Fees, Penalties, and Liquidated Damages. To the extent the attached Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties or liquidated damages in any amount, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 4. Law and Venue. The Agreement and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent the Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, City objects to such terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 5. Sovereign Immunity. Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. 6. Indemnity. To the extent the Agreement requires City to indemnify or hold Seller or any third party harmless from damages of any kind or character, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 7. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is understood and agreed that all obligations of City hereunder are subject to the availability of funds. If such funds are not appropriated or become unavailable, City shall have the right to terminate the Agreement except for those portions of funds which have been appropriated prior to termination. 8. Confidential Information. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Amendment Page 2 of 4 Public Information Act. To the extent the Agreement requires that City maintain records in violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 9. Amendment Controlling. If any provisions of the attached Agreement, conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City, the terms in this Amendment shall control. 10. Immigration Nationality Act. Seller shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Seller shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Seller shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Seller employee who is not legally eligible to perform such services. SELLER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY SELLER, SELLER'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Seller, shall have the right to immediately terminate this Agreement for violations of this provision by Seller. 11. No Boycott of Israel. Seller acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2)will not boycott Israel during the term of the Agreement. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Agreement, Seller certifies that Seller's signature provides written verification to the City that Seller: (1)does not boycott Israel; and (2)will not boycott Israel during the term of the contract. 12. Right to Audit. Seller agrees that City shall, upon fourteen(14) days prior written notice, until the expiration of three (3) years after final payment under the Agreement, have access to and the right to examine any directly pertinent books, documents,papers and records of Seller involving transactions relating to the Agreement. Seller agrees that City shall have access during normal working hours, at City's expense, to all necessary Seller facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. Amendment Page 3 of 4 Executed this the-x'-1'1 day of , 2018. CITY: City of Fort Worth Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including By: ensuring all performance and reporting m • Susan Alanis requirements. Title: Assistant City Manager Date: T By: Approval Recommended: e: Nathan r ry Title: Assistant Director of Human Resources By: Approved as to Form and Legality: Name: Title: Attest: By: )F FOR Name: Thomas R. Hansen Title: Assistant City Attorney By: ntract Authorization: Name: C: Title: City Secreta SELLER: Daily Muse Inc. By: ,ajw, Name: Sam Cohen Title: Contracts Counsel Date: 2/27/2018 OFFICIAL RECORD Amendment FT.WORTH,TX Page 4 of 4 DocuSign Envelope ID:11619241-EDF9-4C9B-B188-91B267F4B131 the Daily Muse Inc. 1375 Broadway, 20th Floor New York, NY 10018 ORDERFORM Address Information Bill To: City of Fort Worth 200 Texas St. Fort Worth TX 76102 Billing Frequency: 100% Upon signing Payment Method: ACH Payment Terms: Due upon Receipt Currency: USD Renewal Term (months): 12.000 Start Date:2018-03-07 End Date: 2019-03-06 Services&Fees: Quantity: Profile Subscription 1.0 TOTAL: $8,700.00 Order Details Total Offices Supported: 1 Employee Testimonial Videos: 3 Social Channels Supported: o Total Shoots: 0 Highlight Videos:0 Total Brand Blocks:5 Feature Videos: 0 Jobs Posted: Unlimited BrandBuilder Invites: o Additional Info: Inclusion in 2 pieces of content Page 1 of 2 DocuSign Envelope ID:11619241-EDF9-4C9B-B188-91B267F4B131 the Terms and Conditions: The Muse Terms and Conditions This Order Form is entered into between Daily M nc. and Customer as of the Order Form Effective Date Ds set forth below pursuant to and governed by �C Agmement"fowid on The Muse website aLpeen-P 1 98178995)and any attached hereto, which are incorporated herein by reference and which Customer acknowledges having read and agrees to and intends to be bound by.Terms used but not otherwise defined in this Order Form shall have the meanings assigned to them in The Muse Subscription Services Agreement and any applicable agreement. IF YOU ARE ACCEPTING THIS ORDER FORM ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS,YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. By signing below, I certify that I am authorized to sign on behalf of Customer and Customer agrees to the Terms and Conditions of this Order Form and any documents incorporated by reference. Customer Daily Muse, Inc. 1�kle--DocuSigned by: By: By: � Printed ame: Nathan Greg Printed N c2i iIQvger Title: � itle: Legal Counsel Effective Date: v - / Date: 2/17/2018 Page 2 of 2 DocuSign Envelope ID:FDB3c8F2-D891-44C0-87CA-AF2773084794qRE CfTYSE MY CONTRACTN themuse THE MUSE TERMS AND CONDITIONS The Muse Terms and Conditions govem each Order Form(collectively,the"Agreement")entered Into by Daily Muse Inc.('The Muse')and the party identified in the Order Form("Partner")(each a "Party"and together the "Parties").By signing the Order Form,each Party agrees to the terms of the Agreement. The Muse will provide the services described in the applicable Order Form.Order Form(s)are any document which is signed by an authorized representative of both Parties,and sets forth the services The Muse is providing to Partner(the'Services')and any fees being charged therefor(the'Fees').Each Order Form shall be governed by the terms and conditions of this Agreement and is incorporated into and part of this Agreement.If there are any terms and conditions In any Order Form which cannot logically be construed to more fully define the Services and/or Fees and are inconsistent with this Agreement,then the terms and conditions in the applicable Order Form shall take precedence. L Description of Services. If Partner purchases or renews a subscription for a profile of Partner's company,The Muse will provide a company page for Partner("Company Profile')and promote the same on and through The Muse website(located at www.themuse.com)and any successor and affiliated websites(together the'Website')as described in the applicable Order Form.The Company Profile will be populated with information provided to The Muse by Partner and with content created by The Muse which will be promoted through The Daily Muse publication and The Muse's social media channels. The Services are provided in accordance with The Muse's sole and reasonable Judgment as to appropriate and effective methods for providing the Services. Partner shall be responsible for accurately updating The Muse of any material changes to information provided in the Company Profile throughout the Term of this Agreement(as defined below). If Partner purchases a sponsorship of content created by The Muse("Sponsored Content"),The Muse will create, post,and promote the Sponsored Content on the Website as described in the applicable Order Form during the Term of this Agreement(as defined below). 2.Fees. In consideration of the Services described in the applicable Order Form,Partner shall paythe Fees set forth In the applicable Order Form with payment due as set forth in the applicable Order Form.Late payments accrue interest at a rate of the lesser of 1.5%per month or the highest applicable lawful rate. DocuSign Envelope ID:FDB3CBE2-DB91-44C0-87CA-AF2773084794 3.Term;Termination. The Term of this Agreement shall commence on the"Effective Date"in the applicable Order Form or as otherwise specified in the Order Form and will continue for the number of months stated in the applicable Order Form unless earlier terminated as provided herein ("Initial Term").Thereafter,the Term shall automatically renew for periods of time of equal length to the initial Term on materially similar terms subject to a renewal term fee increase to The Muse's then standard retail fee for the same services, unless either Party notifies the other in writing that it does not wish to so renew at least thirty(30)days prior to the expiration of the Term then in effect (the Initial Term and any renewals shall collectively be known as the "Term"). Either Parry may terminate the Agreement if the other Party materially breaches any of its obligations and fails to cure within thirty(30)days after being given written notice of the breach. Upon such termination due to Partner's breach,Partner shall pay to The Muse all outstanding amounts due. In addition,without prejudice to other rights and remedies available to The Muse, Partner's failure to make timely payment shall be considered a material breach by Partner and shall entitle The Muse to terminate this Agreement and/or to suspend Services immediately upon written notice to Partner. Upon expiration of the Term,The Muse will have no obligation to provide the Services to Partner. 4.Promotional Uses. Upon Partner's prior written consent,The Muse may include Partner's name and logo in The Muse's client list and other promotional materials, including without limitation,mention Partner's name in media appearances made by The Muse personnel. 5.Shoot Date,Onboarding Questionnaire and Cancellation Policy. If Partner purchases a Full Company Profile as set out in the applicable Order Form,the"Shoot Date"shall be defined as the date when a shoot coordinator from The Muse visits Partner's designated facilities in order to record photo and video as part of the Services.Partner agrees that within thirty(30)calendar days from the "Effective Date"in the applicable Order Form,a Shoot Date will be scheduled,provided the Shoot Date need not occur in the thirty(30)day period but will occur within forty-five(4S)calendar days from the"Effective Date"in the applicable Order Form. if Partner reschedules the Shoot Date and The Muse has already incurred travel costs,all additional travel costs and change fees will be incurred by Partner. The Muse has a four-calendar-day cancellation and rescheduling policy. If Partner cancels or reschedules the Shoot Date with less than four-calendar-days'notice, Partner will be charged a rescheduling fee of$450.This policy is in place out of respect for The Muse shoot coordinators and editors. if Partner purchases a Photo-Only Company Profile as set out in the applicable Order Form, Partner agrees that the onboarding questionnaire and photos will be sent to The Muse within twenty(20)calendar days from the "Effective Date"in the applicable Order Form. 6.Company Profile Revisions Policy. If Partner purchases a Full Company Profile as set out in the applicable Order Form,the Services provided to Partner by The Muse include up to ten(10)hours of production and three(3) hours of revisions.The Muse agrees DocuSign Envelope ID:F083C8F2-1)891-44C0.87CA-AF2773084794 to notify Partner upon the exhaustion of the same.After such notice,with Partner's written consent,further revisions are billed at$200/hour. If Partner purchases a Photo-Only Company Profile as set out in the applicable Order Form,the Services provided to Partner by The Muse include up to five(5) hours of production and one(1) hour of revisions.The Muse agrees to notify Partner upon the exhaustion of the same.After such notice,with Partner's written consent,further revisions are billed at$200/hour. 7.Company Profile and Sponsored Content Approvals,Consents and Launch Date. If Partner purchases a Company Profile as set out in the applicable Order Form,Partner shall provide such materials,assistance,and approvals,and otherwise cooperate,as may be reasonably requested by The Muse to enable The Muse to provide the Services.Without limiting the foregoing, Partner agrees to grant or deny approval of materials submitted to it for approval by The Muse no later than within ten(10) business days after submission of Company Profile draft to Partner,approval not to be unreasonably withheld,provided however that if Partner does not provide feedback within such ten (10)business day period,The Muse may deem such submitted materials approved and launch them on the Website. Partner is responsible for obtaining in a timely manner all rights,licenses,consents,and other permissions that may be necessary for the use of any third-party intellectual property(including,without limitation,any trademark rights,copyright rights and name and likeness rights of individuals being filmed or photographed)'in,or in connection with,the materials provided by Partner and used by The Muse for the Services. Within two(2)business days after Partner has approved the Company Profile,the Company Profile shall appear on the Website. If Partner purchases Sponsored Content as set out in the applicable Order Form, Partner shall provide such materials,assistance,and approvals,and otherwise cooperate,as may be reasonably requested by The Muse to enable The Muse to provide the Services.Without limiting the foregoing, Partner will have five(5)business days after The Muse provides Partner with the Sponsored Content materials to provide approval or specific edits, approval not to be unreasonably withheld, provided however that if Partner does not provide feedback within such five(5)business day period,The Muse may deem such submitted materials approved and launch them on the Website. Partner shall provide The Muse other materials(including collateral and relevant multi-media files to be used for the Sponsored Content)related to Sponsored Content in a timely manner.Partner is responsible for obtaining in a timely manner all rights,licenses,consents,and other permissions that may be necessary for the use of any third-party intellectual property(including,without limitation,any trademark rights,copyright rights and name and likeness rights of individuals being filmed or photographed)in,or in connection with,the materials provided by Partner and used by The Muse forthe Services. Sponsored Content will We on the Website indefinitely unless otherwise specified in the applicable Order Form or either Party requests removal of such content for reasonable cause, provided however that The Muse will not be responsible for Sponsored Content that has been displayed or is being displayed on the website of a party to whom The Muse syndicates content or other third-party websites. If Partner purchases Sponsored Content as set out in the applicable Order Form, Partner has the right to republish or repost the URL link or up to the first two(2)paragraphs of each piece of Sponsored Content on Partners own or affiliate websites and social media channels as long as the content is properly attributable to The Muse and is not modified. DoouSign Envelope ID:FDB3C8E2-D891-44C0-87CA-AF2773084794 S.Warranty/Limitation of Liability. The Muse will perform the Services in a professional and workpersonlike manner.The Muse DOES NOT MAKE ANY,AND SPECIFICALLY DISCLAIMS ALL, EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS,OR GUARANTEES (INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) REGARDING THE SERVICES OTHER THAN THOSE EXPRESSLY CONTAINED IN THIS AGREEMENT. THE MUSE'S LIABIUTYTO PARTNER FOR DAMAGES RESULTING OR ARISING FROM OR RELATING TO THE AGREEMENT SHALL NOT, UNDER ANY CIRCUMSTANCES,EXCEED THE TOTAL AMOUNT OF FEES RECEIVED BY THE MUSE DURING THE TWELVE(12) MONTHS PRIORTO THE DATE.THE CAUSE OF ACTION AROSE UNDERTHE AGREEMENT. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY,ANY OF ITS CUSTOMERS,AFFILIATES,OR ANY OTHER PERSONS FOR ANY INDIRECT,SPECIAL, PUNITIVE,INCIDENTAL,OR CONSEQUENTIAL DAMAGES OR LOSSES (INCLUDING,WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS,LOSS OF PROFITS, LOSS OF DATA,OR THE LIKE),WHETHER BASED ON BREACH OF CONTRACT,TORT, PRODUCT LIABILITY OR OTHERWISE, EVEN IF A PARTY OR ITS REPRESENTATIVES HAVE BEEN ADVISED OFTHE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN ("DISCLAIMED DAMAGES"). IN CONNECTION WITH THE SERVICES,THE MUSE MAY PROVIDE PARTNER WITH SOFTWARE CODE,INCLUDING BUT NOT LIMITED TO,TRACKING SCRIPTS, EMBED SCRIPTS OR WEB BEACONS TO TRACK PERFORMANCE OF THE SERVICES(E.G.,PARTNER CAREER PAGE CLICKS AND JOB APPLIES)AND TO ADD THE COMPANY PROFILE TO PARTNER'S WEBSITE.ANY SUCH SOFTWARE CODE PROVIDED BY THE MUSE IS INSTALLED BY PARTNER ON PARTNER'S WEBSITE AT PARTNER'S SOLE RISK.THE MUSE DOES NOT MAKE ANY,AND SPECIFICALLY DISCLAIMS ALL, EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR GUARANTEES(INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) REGARDING ANY SUCH SOFTWARE CODE PROVIDED BY THE MUSE.AFTER THE TERM, PARTNER IS RESPONSIBLE FOR REMOVAL OF ANY SUCH SOFTWARE CODE PROVIDED TO PARTNER BY THE MUSE. 9.Confidentiality. "Confidential Information"means non-public information of a Party,including,without limitation,intellectual Property(as defined below),employees, policies,customers,prospective customers,methods,and processes. Without limiting the generality of the foregoing,Confidential Information shall include all information collected from or regarding users of the Website("The Muse Customer Information").A Partys Confidential Information shall not include information that(a)is or becomes publicthrough no fault of the other Party;(b)was or is lawfully disclosed to the other Party by a third-party without restriction on disclosure;or(c)was or is independently developed by the other Party.The receiving Party,at all times,(i)shall hold the disclosing Party's Confidential Information in confidence;(Ill shall not disclose such Confidential Information to any person other than its own personnel or independent contractors who need to know the Confidential Information for the purposes contemplated by this Agreement,and who agreed to be bound by materially the same confidentiality agreement or as may be required by law or regulation,or to respond to governmental inquiries,or in accordance with applicable professional standards or rules;and(iii)shall not use such Confidential Information except for the purposes contemplated hereunder.Each Parry shall protect the other Partys Confidential Information with the same degree of care that it uses to protect Its own Confidential Information of like nature,but in no event less than reasonable care.Without prejudice to other rights and remedies,a Party shall be entitled to equitable relief DocuSign Envelope ID:FDB3C8E2-DB91-44CO-87CA-AF2773084794 by way of injunction or otherwise if the other Party breaches or threatens to breach any provision of this Section, without the necessity of proving irreparable harm or posting a bond or other security. 10.Intellectual Property;Licenses. 10.1. "Intellectual Property" means copyrights,trademarks,trade names,logos,patents,patent applications, inventions,know-how,trade secrets,instructions,improvements,modifications,and all proprietary Information relating to a Party's products or services.Each Party shall retain all right,title,and interest in and to the Intellectual Property created or conceived by that Party before,during,and after the Term of this Agreement and. any extensions thereof. Partner hereby grants The Muse a worldwide royalty-free license to use, display,perform, reproduce,and distribute Partner's trademarks,trade names,logos,trade dress,product designs,artwork, graphics,and other content provided by Partner("Partner Content")and only as appropriate to fulfill the intention of this Agreement. 10.2.The Muse agrees and undertakes that in using Partner Content,it shall comply with the reasonable instructions and specifications of use by Partner.The Muse agrees that Partner shall have the right,at all reasonable times to inspect the manner in relation to which the Partner Content is proposed to be used by The Muse.Should Partner notify The Muse that The Muse's use of Partner Content fails to comply with Partner's specifications,The Muse shall correct such defect in accordance with such notification from Partner.The Muse hereby grants Partner a worldwide royalty-free license to use and display photos,videos or content created by The Muse in its performance of the applicable Order Form(the"Muse Content"),while this Agreement is in effect,as long as the Muse Content is properly attributed to The Muse and is not modified. 10.3.Partner represents and warrants to The Muse that(a)Partner owns all right,title,and interest in,or otherwise has full right and authority to permit the use of the Partner Content and(b)the Partner Content or the Agreement does not infringe the rights of any third-party. 11.Waiver;Severability. No provision of this Agreement may be waived except by a writing executed by the Party against whom the waiver is to be effective.The failure of either Party to enforce any provision of this Agreement will not constitute a waiver of the Party's rights to subsequently enforce the provision. If any provision of this Agreement(or portion thereof)shall be held unenforceable by a court of competent jurisdiction,the court shall modify or limit such provision so as to render it enforceable to the maximum extent permitted by law,and the remaining provisions of this Agreement and the enforceable portions of any partially unenforceable provisions shall continue in full force and effect. 12.Force Majeure. Neither Party shall be liable or deemed in default for any delay or failure to perform resulting from any event, occurrence,or condition beyond the reasonable control of such Party,provided the affected Party resumes performance with dispatch when such cause is removed. 13.Other. Nothing contained herein shall be deemed or construed to create any partnership orjoint venture between The Muse and Partner,and neither Party shall have any authority to act on behalf of the other Party or to bind the DocuSign Envelope ID:FDB3CBE2-D891-44C0-87CA-AF2773084794 other Party directly or indirectly.All notices and consents shall be in writing and must be given by(i)first class registered or certified mail;(ii)a nationally recognized overnight courier;or(iii)electronic mail to the Parties' addresses in the applicable Order Form orthe email address associated with Partner's account. Neither Party shall assign or transferthis Agreement to any person,including,without limitation,any subsidiary or affiliate without the prior written consent of the non-assigning Party;provided,however,that either Party may assign this Agreement and its rights and obligations under this Agreement to any successor to all or substantially all of a Partys relevant assets,whether by merger,consolidation,reorganization,reincorporation,sale of assets or stock, or otherwise.This Agreement,together with any attachments hereto and applicable Order Form(s),constitutes the entire agreement and supersedes all other oral and written agreements and communications between the Parties with respect to the subject matter thereof.As The Muse's business evolves,The Muse may change this Agreement.If The Muse makes a material change to this Agreement,The Muse will provide Partner with reasonable notice of the change either by emailing the email address associated with Partner's account or by posting a notice on the Website.Partner can review the most current version of this Agreement at any time by visiting the Website.The revised Agreement will become effective on the date set forth in the notice.