Agency Terms & Conditions

These LÜK | Agency Terms and Conditions (the "Agency Terms" or "Terms") govern your ("Agency") use of the LÜK Services, including with respect to the delivery of Submissions and consummation of Bookings.

AGENCY UNDERSTANDS THAT THE TERMS AND CONDITIONS OF THESE AGENCY TERMS GOVERN ALL ASPECTS OF THE RELATIONSHIP BETWEEN TLNT INC., (DBA LÜK) ("LÜK") AND AGENCY REGARDING THE LÜK SERVICES. AGENCY WILL CAREFULLY READ AND UNDERSTAND THESE AGENCY TERMS PRIOR TO UTILIZING THE SERVICES. BY USING THE SERVICES, INCLUDING BY DELIVERING A SUBMISSION OR CONSUMMATING A BOOKING, AGENCY AGREES TO BE BOUND BY THESE AGENCY TERMS. IF AGENCY DOES NOT AGREE TO THESE AGENCY TERMS AGENCY SHOULD NOT UTILIZE THE SERVICES.

LÜK operates a talent marketplace, including the provision of related professional services, talent-booking, communications, tools, and data (the "Services") for use by Talent Agencies and Clients. The Services, among other things, provide Talent Agencies the ability to: (1) deliver Submissions in response to Client Requests; and (2) consummate Bookings with Clients.

Agency understands and acknowledges that LÜK does not submit, source, manage, or effectuate Requests or Bookings or contract for Talent services in a principal capacity or as agent for any Client. Agency understands that LÜK is not a party to any Booking. Rather, LÜK provides tools and other functionality through the Services to allow Agency to engage Clients and provide Talent for Bookings and other transactions. Accordingly, LÜK shall not have any liability whatsoever to any direct or related party (including Talent) in connection with a Booking whether with respect to the terms, provisions, timeliness, quality, activities, payment, facilities, Talent, or any other obligation or component thereof.

LÜK: (1) makes no representation, offers no assurances, and does not investigate any Client backgrounds, morality, character, actions, business history, or demeanor, and Agency hereby acknowledges that Agency assumes the risk of any Booking, including working with a particular Client; (2) does not verify information that Clients provide in connection with the Services; (3) does not endorse or recommend any Client; (4) does not make, and hereby disclaims, all representations, warranties, claims, and assurances as to the appropriateness, adequacy, suitability, manner, or quality of any Client with respect to any Booking.

LÜK is not responsible for effectuating or consummating any Booking. For the avoidance of doubt, LÜK is not responsible and shall have no liability whatsoever in the event that a Client fails to perform in connection with a Booking, or fails to honor any terms or conditions of a Booking or Talent engagement, or other Agency requests. Further, LÜK shall bear no responsibility or liability of any kind, resulting from or relating to, whether directly or indirectly, a Talent Agency or a Client failing to provide necessary information, providing inaccurate information, or failing to timely provide information with respect to a Booking.

LÜK reserves the right to change, update, modify, or otherwise adjust these Agency Terms or any LÜK Policies from time to time, in LÜK's sole discretion. In addition, LÜK may change or stop providing the Services at any time in LÜK's sole discretion. All changes to the Terms or any LÜK Policies are effective immediately upon posting to the Platform. Agency agrees that its continued use of the Services, including delivering a Submission or consummating a Booking, following the effectiveness of any revised Terms or LÜK Policies constitutes Agencies' acceptance of such changes. When using particular Services, Agency understands and agrees that it is subject to any applicable LÜK Policies. All such LÜK Policies are hereby incorporated by reference into these Terms. Agency may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, service, products or services obtained from the Services.

Agency expressly agrees that Agency's use of the Services, including the systems and software products provided to Agency in connection with these Terms, is at Agency's sole risk. Neither LÜK nor any of its affiliates, or its or their directors, officers, employees, agents, contractors, Subcontractors, information providers, licensors, or other suppliers providing data, information, services or software, warrants that the Services will be uninterrupted or error free; nor do any of them make any warranty as to the results that may be obtained from the use of the Services or as to the timeliness, sequence, accuracy, completeness, reliability or content of any data, information, services, or transactions provided and LÜK shall not be responsible for any losses liabilities or damages caused by the acts or omissions of those third party agents, contractors, information providers or other suppliers beyond any amount which LÜK actually recovers pursuant to its agreement with such entity. LÜK's Services are provided on an "as is," "as available" basis, without warranties of any kind, either express or implied, including, without limitation, those of merchantability, fitness for a particular purpose, and non-infringement, other than those warranties which are implied by and incapable of exclusion, restriction or modification under the laws applicable to these Terms.

EXCEPT FOR THE EXPRESS WARRANTIES IN THESE TERMS, (A) LÜK HEREBY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE UNDER THESE TERMS, AND (B) LÜK SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THE SERVICES, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

TO THE EXTENT ANY SERVICES CONSIST OF LÜK'S ACCOUNTS PAYABLE SERVICE, AGENCY EXPRESSLY ACKNOWLEDGES AND AGREES THAT LÜK IS MERELY ACTING AS A THIRD PARTY PAYMENTS PROCESSOR AND IS NOT THE EMPLOYER OF RECORD OF ANY TALENT OR CONTRACTOR ASSOCIATED WITH ANY BOOKING FOR WHICH THE ACCOUNTS PAYABLE SERVICE HAS BEEN PROVIDED.

TO THE EXTENT THE SERVICES INCLUDE VARIOUS PRODUCTS, TOOLS OR UTILITIES PROVIDED BY LÜK FOR USE BY AGENCY, LÜK MAKES NO ASSURANCES WITH REGARD TO THE ACCURACY OF THE RESULTS OR OUTPUT DERIVED FROM SUCH TOOLS OR UTILITIES.

Agency agrees to defend, indemnify, and hold LÜK and its affiliates and its and their officers, directors, employees, successors, licensees, vendors, Subcontractors, and assigns harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of these Terms or any of your access to, use, or misuse of the Services. LÜK shall provide notice to Agency of any such claim, suit, or proceeding and shall assist Agency at Agency's expense, in defending any such claim, suit, or proceeding. LÜK reserves the right, at Agency's expense, to assume the exclusive defense and control of any matter that is subject to indemnification under these Terms. In such case, Agency agrees to cooperate with any reasonable requests assisting LÜK's defense of such matter.

LÜK MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENTS OF THE SERVICES, CLIENTS, TALENT OR TALENT AGENCIES. LÜK, TOGETHER WITH ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS, LICENSEES, VENDORS, SUBCONTRACTORS, AND ASSIGNS SHALL NOT BE SUBJECT TO LIABILITY FOR ANY DELAYS OR INTERRUPTIONS OF THE SERVICES FROM WHATEVER CAUSE. AGENCY AGREES THAT AGENCY USES THE SERVICES AT ITS OWN RISK.

IN NO EVENT SHALL LÜK OR ITS AFFILIATES OR ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS, LICENSEES, VENDORS, SUBCONTRACTORS, AND ASSIGNS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

UNDER NO CIRCUMSTANCES SHALL LÜK OR ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS, LICENSES, VENDORS, SUBCONTRACTORS, AND ASSIGNS HAVE ANY LIABILITY TO AGENCY ARISING OUT OF OR RELATING TO ANY BOOKING, CLIENT, TALENT, OR TALENT AGENCY ACTS OR OMISSIONS OF ANY KIND IN CONNECTION WITH THE SERVICES.

For the avoidance of doubt, LÜK is not responsible for, and shall bear no liability with respect to any claims regarding, the payment of, or failure to pay, any fees, costs, or expenses incurred by or charged by a Talent Agency or a Client in connection with a Request or a Booking, including but not limited to any Agency Fee or Rate. All Agency reimbursement requests in connection with a Submission or a Booking shall be communicated in reasonable detail to LÜK in writing within five (5) days of the completion of the relevant Submission or Booking. Any claims for reimbursement submitted by an Agency inconsistent with the immediately preceding sentence shall be null and void. Example: If the Booking takes place Friday, Agency reimbursements must be submitted 5pm PT the following Friday. In accordance with IRS guidelines, receipts are required for all expenses $75.00 and greater, and all lodging reimbursements and/or at the request of the Client.

Payment terms can vary due to several factors, including the type of services or goods being procured, federal, state, and/or local laws, rules, regulations, and other factors.

AGENCY AGREES THAT BY PROVIDING THE SERVICES, LÜK IS MERELY ACTING AS A THIRD PARTY PROFESSIONAL TALENT MARKETPLACE AND IS NOT THE EMPLOYER OF RECORD OF ANY TALENT OR CONTRACTOR ASSOCIATED WITH ANY BOOKING OR ANY OTHER ELEMENT OF THE SERVICES.

Neither Agency or any of Agency's shareholders, directors, officers, members, managers, employees, contractors, consultants, agents, representatives, successors and assigns, nor any person or entity acting on behalf of, under the control of, in affiliation with or under the direction of Agency shall, directly or indirectly, at any time (1) use, or attempt to use, any of the Services, Platform, or Client Requests for any purpose whatsoever other than in furtherance of the relationship between LÜK and Agency as contemplated by these Agency Terms, (2) communicate with, or attempt to communicate with, any Client, except as may be necessary in furtherance of effectuating a Booking consistent with the terms of these Agency Terms, (3) pursue, or attempt to pursue, any business arrangement with a Client independent of LÜK, or (4) interfere with or circumvent LÜK or any of its affiliates in any way with respect to LÜK's relationship with any Client. Without limiting the generality of the foregoing, neither Agency, nor any of Agency's shareholders, directors, officers, members, managers, employees, contractors, consultants, agents, representatives, successors and assigns, nor any person or entity acting on behalf of, under the control of, in affiliation with or under the direction of Agency shall circumvent or attempt to circumvent LÜK, either directly or indirectly, orally or in writing, for the purpose of pursuing any business arrangement with a Client. This non-circumvention provision shall be construed to the broadest extent possible so that neither Agency nor any of Agency's shareholders, directors, officers, members, managers, employees, contractors, consultants, agents, representatives, successors and assigns, shall be permitted to communicate with, or attempt to communicate with, any Client, or use the Platform or the Services for any purpose or in any manner whatsoever other than in furtherance of the relationship between LÜK and Agency as contemplated by these Agency Terms.

These Terms, together with any LÜK Policies, and any other documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements or communications, both written and oral, with respect to such subject matter. For the avoidance of doubt, in the event of any conflict between these Agency Terms and any Agency terms and conditions, terms of service, booking policies, procedures, or other written (or unwritten) Agency policies, or any Client release policy or document, these Agency Terms shall govern in all respects.

The Terms shall be binding upon all successors, assigns or transferees of both parties hereto, irrespective of any change with regard to the name of or the personnel of Agency or LÜK. No assignment of these Terms by Agency shall be valid unless LÜK, in its reasonable discretion, consents to such an assignment in writing. For purposes of these Terms, a merger, consolidation, direct or indirect change of control, or sale of substantially all of the assets of Agency shall be deemed an assignment. No assignment shall relieve the assigning party of any of its obligations hereunder. Any attempted assignment, transfer, or other conveyance in violation of the foregoing shall be null and void. These Terms shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither these Terms nor any operation hereunder is intended to be, shall not be deemed to be, and shall not be treated as a general or limited partnership, association or joint venture or agency relationship between Agency and LÜK.

These Terms Are for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of these Terms.

The headings in the Terms are for reference only and shall not affect the interpretation of the Terms.

If any term or provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to enter into appropriate documentation so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

These Terms shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of California. if a dispute arises out of or in relation to these Terms or the Services, or the breach thereof, and if said dispute cannot be settled through negotiation it shall be finally resolved by arbitration administered in the County of Los Angeles, State of California by the American Arbitration Association under its Commercial Arbitration Rules, or such other applicable arbitration body as required by law or regulation, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction.

Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to these Terms or the Services.

If any action, suit, or other legal or administrative proceeding is instituted or commenced by either party hereto against the other party arising out of or related to these Terms or the Services, the prevailing party shall be entitled to recover its reasonable attorneys' fees and court costs from the non-prevailing party. A party not entitled to recover its costs of suit or arbitration may not recover attorneys' fees. No sum for attorneys' fees shall be counted in calculating the amount of a judgment for the purposes of determining whether a party is entitled to recover its cost of attorneys' fees. A judgment or award shall be deemed final after all rights of appeal have been exhausted.

By delivering a Submission or confirming a Booking, Agency irrevocably agrees to the terms of the relevant Request, including but not limited to the Rate, Session Fee, Usage, Rate Breakdown, and Agency Fee as indicated in the relevant Request or as indicated in these Agency Terms, as applicable.

Agency agrees that all Agency Fees, Rates and other payments or charges earned or incurred in connection with the Services ("Payments") will be satisfied exclusively via the 'LÜK Pay' payment processing feature facilitated by Stripe, Inc. and/or its affiliates ("LÜK Pay") as part of the Services. To enable the processing of Payments, Agency authorizes and directs LÜK to receive, settle and disburse Payments owed to Agency through its use of the Services via LÜK Pay.

Agency agrees that concurrently upon confirmation of a Booking, that Agency will provide LÜK with the following information:

• Booking Talent's full legal name
• Booking Talent's email address

Agency understands and agrees that all information provided to LÜK pursuant to Agency's use of the Services, including information regarding Talent is subject to LÜK's Privacy Policy.

Agency understands and agrees that it is responsible for notifying LÜK in writing of the Agency Rate for each Booking no later than the end of business (5:00 PM PST) on the date of the relevant Booking. For the purposes hereof, "Agency Rate" means such portion of the Rate to be debited from the Rate and processed directly to the Agency. The Agency Fee, together with the Agency Rate shall be processed directly to the Agency ("Accounts Payable"), while the remaining portion of the Rate shall be processed directly to the relevant Talent ("Direct Payment Service") consistent with the Rate Breakdown. In the event that Agency fails to notify LÜK in writing of the Agency Rate on or before 5:00 PM PST on the date of a Booking, Agency understands and acknowledges that it shall be deemed to instruct LÜK to apply an Agency Rate of 20% and the Accounts Payable and Direct Payment Service shall be processed accordingly. Agency acknowledges and agrees that LÜK will bear no liability whatsoever to any Person, including Agency and Talent for any activities conducted consistent with the terms of this Agency Agreement, including with respect to LÜK Pay.

Agency understands and agrees that by facilitating the LÜK Pay service, including the Accounts Payable and Direct Payment Service, (1) LÜK acts exclusively as a payment processor to facilitate the payment of Booking Fees, (2) Agency hereby appoints LÜK as agent to receive any and all amounts facilitated through LÜK Pay on behalf of Agency and Talent and to remit such amounts to Agency and/or Talent promptly upon receipt pursuant to the terms of these Agency Terms, and (3) amounts received by LÜK on behalf of Agency and Talent in connection with the LÜK Pay service shall satisfy the payor's obligations with respect to such amounts in all respects. In addition, Agency understands and acknowledges that LÜK is NOT the 'Employer of Record' of any contractor or Talent associated with any Booking for which the Accounts Payable or Direct Payment Service has been provided. Agency further understands and acknowledges that LÜK is not a financial institution, does not provide financial services, and is not a money transmitter or money services business within the meaning of the Bank Secrecy Act of 1970, as amended, and is not registered with the Financial Crimes Enforcement Network ("FinCEN") or any other applicable state regulatory agency. Agency understands that LÜK is not subject to the rules or regulations of FinCEN, or any other applicable state regulatory agency or self-regulatory organization. Financial services supporting LÜK Pay are provided exclusively by Stripe, Inc. and/or its affiliated entities ("Stripe").

Agency understands and agrees that LÜK, together with its affiliates and its and their officers, directors, employees, successors, licensees, vendors, subcontractors, and assigns shall not be subject to liability for any action taken consistent with the terms of these Agency Terms in relation to the LÜK Pay Services. Agency shall be solely and fully liable and responsible for any dispute by Talent, or otherwise, stemming from the provision of the LÜK Pay Services consistent with the terms of these Agency Terms.

Talent payments processed with LÜK Pay do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, withholding taxes, assessable by any jurisdiction ("taxes"). It is the Agency's responsibility to determine what, if any, taxes apply to their talent's payments, and it is solely your responsibility to assess, collect, report, and remit the correct taxes to the appropriate authority. LÜK is not responsible for determining whether any taxes apply to your transaction, or for calculating, collecting, reporting, or remitting taxes arising from any transaction.

LÜK is required to file a Form 1099-K of the gross amount of all reportable LÜK Pay payment transactions for payees that received greater than $600 in aggregate payments within a calendar year.

LÜK is required to file a Form 1099-NEC to vendors that received greater $600 in aggregate payments, and that includes any individual, partnership, Limited Liability Company (LLC), Limited Partnership (LP), or Estate.

Agency agrees to submit invoices for Bookings (each, an "Invoice") in standard format (.pdf/.doc/.jpeg) to [email protected].

Invoices must include all of the following information:

1. Agency and Client Name
2. Mailing Address
3. Invoice Number
4. Invoice Date
5. Email Contact
6. Job Number
7. Talent Name
8. Date of Service

All Invoices must be issued in USD.

All first-time submissions MUST include a W-9 if Agency is US based, otherwise a W-8BEN must be provided.

Payments will be processed promptly via LÜK Pay following (i) receipt of a valid Invoice provided consistent with the terms of these Agency Terms, and (ii) receipt of funds from Client.

Accounts Payable is run on a weekly basis.

Invoices are due by 2 PM PT Wednesday to be included on that week's payment cycle.

LÜK reserves the right to postpone and/or offset Payment to the extent Agency has outstanding and unsettled obligations or liabilities due and owing to LÜK or if LÜK reasonably disputes any amount indicated on an Invoice.

Stripe is a secure payment processing company that allows businesses to accept payments from credit cards and debit cards and process payouts. LÜK Pay is built on top of this technology. Thousands of companies, including Lyft, Amazon, Slack, Glossier, Shopify, and Airbnb use Stripe's software tools to accept payments.