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SERVICE AGREEMENT

This Service Agreement (this "Agreement"), dated as of [DATE] (the "Effective Date"), is entered into between Siren’s Call Travel Agency LLC, a Pennsylvania limited liability company ("Contractor"), and [CUSTOMER NAME] ("Customer") (each, a “Party” or collectively, the “Parties”). 

In consideration of the mutual covenants and agreements set forth herein, and intending to be legally bound hereby, the Parties agree as follows: 

  1. Services. Contractor shall provide to Customer the services (the "Services") set out in Exhibit A. Contractor shall provide the Services in accordance with the terms and subject to the conditions set forth in this Agreement.

  2. Compensation.  

    1. Flat Rate. In consideration for the Services to be performed by Contractor, Customer shall pay to Contractor [AMOUNT].

    2. Payment Due. Customer shall pay Contractor [SPECIFY; e.g., upon completion of the Services / [amount] payable on the day this Agreement is executed and the balance payable in monthly installments of [amount], due on the first day of each month, etc.]

    3. Credit Card Authorization. To the extent permitted by applicable law, Customer irrevocably and unconditionally authorizes Contractor to charge all amounts due under this Agreement to any credit or debit card provided by Customer to Contractor, and Customer shall indemnify, defend and hold harmless Contractor with respect to the same. 

  3. Term; Termination. This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Services unless sooner terminated pursuant this Agreement (the “Term”). If Customer fails to pay Contractor any amount due hereunder, Contractor may terminate this Agreement if the failure is not remedied by Customer within fifteen days after receipt of notice from Contractor that payment is overdue. Contractor may terminate this Agreement for any reason upon providing 30 days written notice to Customer.

  4. Confidentiality. During the Term of this Agreement, each Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”) information about its business affairs, services, intellectual property, trade secrets, third-party confidential information and other sensitive proprietary information, whether orally or in written, electronic, or other form of media (collectively, “Confidential Information”). Confidential Information shall not include information that, at the time of disclosure: (i) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section by the Receiving Party; (ii) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information; (iii) was known by or in the possession of the Receiving Party before being disclosed by or on behalf of the Disclosing Party; (iv) was or is independently developed by the Receiving Party without reference to or use, in whole or in party, of any of the Disclosing Party’s Confidential Information; or (v) is required to disclose under applicable federal, state, or local law, regulation, or a valid order issued by a court or governmental agency of competent jurisdiction. The Receiving Party shall: (a) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (b) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (c) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s representatives who need to know the Confidential Information to assist the Receiving Party to perform its obligations under this Agreement. The Receiving Party shall be responsible for any breach of this Section caused by any of its representatives.  

  5. Independent Contractor. The details of the method and manner for performance of the Services by Contractor shall be under its own control, Customer being interested only in the results thereof. The Contractor shall be solely responsible for supervising, controlling, and directing the details and manner of the completion of the Services. Nothing in this Agreement shall give Customer the right to instruct, supervise, control, or direct the details and manner of the completion of the Services. Contractor is for all purposes hereunder an independent contractor; in no event will Contractor be considered an agent or employee of Customer or any of its subsidiaries or affiliates for any purpose. 

  6. Travel Insurance. Contractor recommends that Customer purchase travel insurance. Customer shall be solely responsible for all cancellation penalties arising from airline, supplier, and agency fees. Contractor shall not be liable for Customer’s failure to obtain travel insurance.

  7. Limitation of Liability. IN NO EVENT SHALL CONTRACTOR BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT  OR LOSS OF DATA, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT CONTRACTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL CONTRACTOR'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO CONTRACTOR PURSUANT TO THIS AGREEMENT.

  8. Force Majeure. No Party shall be liable or responsible to the other Party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Customer to make payments to Contractor hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's ("Impacted Party") reasonable control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, explosion, or similar natural disaster or catastrophe; (c) war, invasion, hostilities, terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; and (g) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within five days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. If the Impacted Party's failure or delay remains uncured for a period of thirty days following written notice given by it under this Section 8, either Party may thereafter terminate this Agreement upon fifteen days' written notice.

  9. Limited Warranty. Contractor represents and warrants to Customer that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services. CONTRACTOR (a) MAKES NO WARRANTIES EXCEPT FOR THOSE SET OUT ABOVE; AND (b) DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Contactor’s sole and exclusive liability and Customer's sole and exclusive remedy for breach of the limited warranty set out in this Section shall be reperformance of the affected services.

  10. Indemnification of the Contractor. Customer shall defend, indemnify, and hold harmless the Contractor and its affiliates and their officers, directors, employees, agents, successors, and assignees from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys' fees) arising out of or resulting from: (a) bodily injury, death of any person, or damage to real or personal property resulting from Customer’s acts or omissions, or (b) Customer’s breach of any representation, warranty, or obligation under this Agreement. 

  11. Notice. Where notice is required under this Agreement, such notice may be sent by US mail, overnight courier, fax, or email to the contact information provided on the signature page herein. Each Party is responsible for providing updated contact information to the other Party.

  12. Miscellaneous. This Agreement supersedes any and all prior understandings or written or oral agreements between the Parties respecting the within subject matter. This Agreement may not be assigned by either Party without consent of the other Party and shall be construed according to the laws of the Commonwealth of Pennsylvania. No amendment to this Agreement shall be effective unless in writing executed by both Parties, and no waiver of any term herein shall constitute a general waiver for future purposes. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. The word “including” is used herein with the meaning of “including without limitation” and “including but not limited to.” The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the Effective Date by their respective duly authorized officers. 


 

CUSTOMER NAME

 

Print Name: ___________________

 

Signature: _____________________

 

Address: ______________________

 

Email Address: ________________


 

Siren’s Call Travel Agency LLC

 

By: ________________________________

Siobhan Reeser, Member

 

 

Address: 5 Westgate Drive

Mount Holly Springs, PA 17065

 

Email Address: siobhan@sirenscallta.com

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