WXLLSPACE Artist Introduction - User Agreement 

PLEASE READ THIS USER AGREEMENT AND ALL OTHER AGREEMENTS AND POLICIES REFERENCED HEREIN COLLECTIVELY DEFINED BELOW AS THE “TERMS OF SERVICE” CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS AND A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER.

This User Agreement (this “Agreement”) is a contract between you (“you” or “User”) WXLLSPACE LLC. (“WXLLSPACE,” “we,” or “us”). You must read, agree to, and accept all of the terms and conditions contained in this Agreement to be a User of our website located at www.WXLLSPACE.com or any part of the rest of the Site (defined in the Site Terms of Use) or the Site Services (defined in the Site Terms of Use).

This WXLLSPACE Agreement (hereinafter the “Agreement”) is made on {{Agreement Effective Date}}, by and between the following parties:

i.) WXLLSPACE LLC, a limited liability company organized and existing under Delaware law whose principal place of business is at 30 Clinton Place, Apartment #4D, New Rochelle in the County of Westchester in the State of New York. Where appropriate in this Agreement they are referred to as “WXLLSPACE”; and

ii.) {{receiving party}}, a natural person whose principal place of business is at {{street address}} in the {{county}} in the State of {{state}}. Where appropriate in this Agreement, {{receiving party.name}} is referred to as “Client”.  By entering into this Agreement, the Client also binds their parent and daughter companies, affiliates, subsidiaries and all other related companies and entities.

Where appropriate in this Agreement, the Client and WXLLSPACE are referred to individually as a “Party” and collectively as “The Parties”.

Preamble

WHEREAS The Client is the owner and/or otherwise authorized to use the Property known as and located at {{full property address}}, including the right to paint and otherwise install murals at the Property. Where appropriate in this Agreement, the property described in this paragraph is referred to as the “Property”.  Client desires to purchase mural creation and installation services from WXLLSPACE™;

AND WHEREAS WXLLSPACE desires to act as an intermediary to provide mural creation and installation services for the Client;

NOW THEREFORE for their mutual promises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties do agree as follows:

I) LEGAL COMPLIANCE

  1. WXLLSPACE certifies that no certification or licensure is required by the following industry: Art and Mural creation and installation.

II) SERVICES PROVIDED

  1. WXLLSPACE shall use commercially reasonable efforts and adequate business time and attention to identify providers of mural creation and installation services that the Client wishes to use, and will introduce these service providers to the Client.
  2. WXLLSPACE shall use commercially reasonable efforts and adequate business time and attention to find appropriate artists who may be able to provide mural creation and installation services.
  3. All providers of services shall be identified in writing by WXLLSPACE to Client (“Identified Providers”) before they shall be deemed covered by this Agreement.
  4. This Agreement shall not apply to and WXLLSPACE shall not be entitled to a collect a Fee (defined below) for artists to whom the has previously been introduced to by another party at any time during the Term or the 12- month period prior to the Effective Date.

III) TERM AND TERMINATION

  1. The term of this Agreement shall commence on the Effective Date and shall continue in full force and effect as described by this Agreement.
  2. This Agreement may be terminated by either Party by providing 30 days’ written notice to the other Party.
  3. This Agreement shall continue in force from the Effective date for 365 days.
  4. The fees under this Agreement shall be due to WXLLSPACE™ if any agreement is reached between the Client and the mural services provider that was introduced by WXLLSPACE™ (or otherwise covered under this Agreement) within 24 months after the termination of the agreement.

IV) Mention of Client on WXLLSPACE™’s Website

  1. The Client authorizes WXLLSPACE™ to include information about the services provided by WXLLSPACE™ and pictures of any murals that are created; including information that identifies the Client, post project. 

IV) EXCLUSIVITY

  1. For the term of this Agreement, WXLLSPACE shall have the exclusive right to introduce available artists to the Client who are not already known to the Client nor introduced to this address before.

V) FEES AND PAYMENT SCHEDULE

  1. WXLLSPACE will take part in the transaction between the parties, with the Client having the right of final approval of the following type of project.
  • Commissioned
  • Community 
  1. The Scope Of Work must take place in order for the WXLLSPACE to be paid. If these conditions are not met, WXLLSPACE will not receive payment for making the introduction.
    1. If the owner is choosing (Community), they are allowing WXLLSPACE to market the space as a community wall for creative place-making. Artists will submit designs and ideas to the owner for approval – this is a non-paid opportunity.
    2. If the owner is commissioning (Commissioned) a project, WXLLSPACE will market the opportunity, procure artists and introduce them to the owner. Once the owner approves the artist, a design fee will be paid to begin the design process and begin the facilitation of the mural.  
  2. The WXLLSPACE’s fee shall be calculated as 30% of the gross value of the artists fee plus additional services paid by the Client with the artist introduced by WXLLSPACE.  By way of example, if the Client pays a total fee of $10,000 for the artist’s work, then WXLLSPACE’s fee shall be $3,000.00 with the balance going to the artist.  The number which will serve as the base to be divided 30:70 will be the total amount actually paid less any out-of-pocket expenses by WXLLSPACE and/or the artist.  This fee shall apply to all projects that the Client engages the introduced artist for, for a period of __ months/years after the termination of this contract. 
  3. Upon determination of WXLLSPACE fees due, WXLLSPACE shall issue an invoice to the Client and payment shall be due within ten (10) days from the date of the invoice.
  4. Acceptable forms of payment include the following:
    1. Bank wire, bank certified check, VENMO, PAYPAL

V) PAYMENT SCHEDULE or unless otherwise noted

  • Design Fee (10%)
  • First Payment (50%)
  • Final Payment (40%)

VI) NON-CIRCUMVENTION

  1. During the term of this Agreement, Client will not attempt to do business with, or otherwise solicit any artists found or otherwise referred by WXLLSPACE, to Client for the purpose of circumventing, the result of which shall be to prevent the WXLLSPACE from realizing or recognizing a commission or WXLLSPACE’s fee.
  2. If such circumvention shall occur, the WXLLSPACE shall be entitled to any commissions due pursuant to this Agreement or WXLLSPACE’s fee relating to such transaction.

VII) CONFIDENTIALITY

  1. The term “Confidential Information” shall include any proprietary information, in whatever form, that:
    1. is provided by Client to WXLLSPACE, including information regarding Client’s businesses, finances, prospects, operations, products, employees, technologies, contact lists, and financial models (including not only written information but also information transferred verbally, visually, electronically or by any other means); or
    2. concerns any agreements that WXLLSPACE may aid Client in entering into; or
    3. consists of analysis and/or any other internal non-redacted memoranda, or other documents prepared by the WXLLSPACE derived from, or including material portions of, the Confidential Information.
  2. Confidential Information shall not include any information that:
    1. is already known to the Client at the time of its disclosure;
    2. is or becomes publicly known through no wrongful act of the Client;
    3. is communicated to a third party with the express written consent of Client; or
    4. is lawfully required to be disclosed, provided that before making such disclosure, the Client shall immediately give the WXLLSPACE written notice and cooperate in the Client’s actions to assure confidential handling of such information.
  3. The Client shall safeguard and keep confidential the Confidential Information and shall not disclose any Confidential Information to any other person or entity.
  4. The Client shall not use the Confidential Information for any purpose other than those related to the services they provide to the Client.
  5. All such Confidential Information and any copies obtained thereof shall be returned to the Buyer promptly upon its written request and shall not be retained in any form by Client.

VIII) ENTIRE AGREEMENT

  1. This Agreement contains part of the Agreement of the  parties regarding the subject matter of this Agreement, and is not a replacement for the non-circumvention/non-compete agreement that the parties have entered into previously.  The financial terms of this Agreement are final, subject to any further changes which may be mutually agreed to by e-mail between the Parties..

IX) SEVERABILITY

  1. The parties have attempted to limit the non-circumvention provision so that it applies only to the extent necessary to protect legitimate business and property interests.
  2. If any provision of this Agreement shall be held to be valid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.
  3. 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.

X) AMENDMENT

  1. This Agreement may be modified or amended if and only if the amendment is made in writing and signed by both Parties, except that the financial terms may be modified by mutual agreement reached by e-mail or text

XI) WAIVER OF CONTRACTUAL RIGHTS

  1. 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.

XII) APPLICABLE LAW

  1. This Agreement shall be governed by the laws of the State of New York. Any dispute arising from this agreement shall be decided solely before the State and Federal courts physically located in the County of Westchester in the State of New York.

XIII) GOVERNING LAW AND JURISDICTION

  1. This Agreement, in all respects, shall be interpreted, enforced and governed by the laws of the State of New York.  Any dispute between the Parties shall be submitted before the American Arbitration Association in accordance with the Commercial Arbitration Rules that are then in-effect.  The situs of the arbitration shall be Westchester County, New York or the closest city within New York State where the AAA has offices.

XIV) NOTICES 

  1. Any Notice or contact pursuant to this Agreement shall made through certified mail, return receipt requested and regular first class mail; as well as by e-mail. In the event that a Party acknowledges receipt of an e-mail, then no mailing is required. In the event of any change in this contact information, the Party shall notify the other Party of such change. This contact information shall remain valid for two (2) years from the execution of this Agreement, after which any notice shall be sent both to the mailing and e-mail address listed above and also to the last known address of the receiving Party.

XV) Scope of Work – Mural Installation

  1. WXLLSPACE shall use commercially reasonable efforts and adequate business time and attention to find interested artists of the following services:
    1. Designing proposed mural(s) for approval by the Client; and – if approved and paid for – the creation and installation of the mural(s).
  2. All the artists and muralists will be identified in writing (including e-mail) by WXLLSPACE to the Client.  A failure to provide that name in advance, shall not limit the artists and muralists being covered by this Agreement if the artist or muralists were not already introduced to the Client.  By “name” this may include the artists’ and muralists’ legal names, artist names (e.g. “Banksy”) or their corporate entity name, as appropriate
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