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Terms & Conditions

These LÜK Terms & Conditions (the "Terms") govern your ("Customer" or "you") access to, and use of the Services (as defined below) offered by TLNT Inc., a Delaware corporation dba LÜK ("LÜK", "we", or "us"). The Terms apply to any person who accesses or uses the Services. The Terms constitute a legally binding agreement between LÜK and Customer. By using the Services, you agree to be bound by these Terms. It is important that you carefully read and understand these Terms. If you do not agree to these Terms, you should not use the Services. Notwithstanding any terms, conditions, or other policies published or otherwise made available via the Platform, each of the parties agree that these Terms (as well as any documents, agreements, terms, or policies incorporated by reference) shall govern Customer's use of the Services in all respects.
  1. Definitions.
    1. "Affiliate" of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term "control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.
    2. "Authorized Service Recipients" means such Affiliates of Customer identified in the Membership Agreement or otherwise agreed between the parties from time to time in writing.
    3. "Bookings" means any job details provided or submitted by Customer through the Services for the provision of Talent.
    4. "Change Order" has the meaning set forth in Section 2.3.
    5. "Confidential Information" means with respect to a party, any non-public information or material regarding its legal or business affairs, financing, customers, properties, or data. Notwithstanding any of the foregoing, Confidential Information does not include information which: (i) is or becomes public knowledge without any action by, or involvement of, the party to which the Confidential Information is disclosed (the "Receiving Party"); (ii) is documented as being known to the Receiving Party prior to its disclosure by the other party (the "Disclosing Party"); (iii) is independently developed by the Receiving Party without reference or access to the Confidential Information of the Disclosing Party and is so documented; or (iv) is obtained by the Receiving Party without restrictions on use or disclosure from a third person who, to the Receiving Party's knowledge, did not receive it, directly or indirectly, from the Disclosing Party.
    6. "Customer" has the meaning set forth in the preamble.
    7. "Customer Contract Manager" means such person designated by Customer in the Membership Agreement, or otherwise in writing to LÜK to serve as the primary contact with respect to the Services and who will have the authority to act on behalf of Customer with respect to all matters pertaining to the Services.
    8. "Customer Materials" any documents, data, know-how, methodologies, software, and other materials provided to LÜK by Customer, including computer programs, reports, and specifications.
    9. "Deliverables" means all documents, work product, and other materials that are delivered to Customer hereunder or prepared by or on behalf of LÜK in the course of performing the Services.
    10. "Force Majeure Event" has the meaning set forth in Section 20.
    11. "Intellectual Property Rights" means all (a) patents, patent disclosures, and inventions (whether patentable or not), (b) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, (c) copyrights and copyrightable works (including computer programs), mask works, and rights in data and databases, (d) trade secrets, know-how, and other confidential information, and (e) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
    12. "Law" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement, or rule of law of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.
    13. "Losses" mean all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.
    14. "Person" means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.
    15. "Platform" means the LÜK website (luknetwork.com) as well as any other website or mobile application (i) made available to Customer by LÜK, or (ii) linking to or posting these Terms.
    16. "Pre-Existing Materials" means all documents, data, know-how, methodologies, software, and other materials, including computer programs, reports, and specifications, provided by or used by LÜK in connection with performing the Services, in each case developed or acquired by LÜK separate from, independent of, or prior to the commencement of the Membership Agreement.
    17. "LÜK" has the meaning set forth in the preamble.
    18. "LÜK Bookings Specialist" means such LÜK employee identified as such in the Membership Agreement who shall serve as the Customer's primary contact for the Services.
    19. "LÜK Equipment" means any equipment, systems, cabling, or facilities provided by or on behalf of LÜK and used directly or indirectly in the provision of the Services.
    20. "LÜK Personnel" means all employees engaged by LÜK to perform the Services.
    21. "LÜK Policies" means any guidelines, rules and/or additional terms and conditions applicable to the Services, attached hereto, or as may be agreed to between the parties in writing from time to time.
    22. "Services" mean the Platform and the professional services, talent-booking, communications, tools, data, product information and other tools and features provided by LÜK through the Platform and as may be more fully described in detail in the Membership Agreement or LÜK Policies, including any updates, enhancements, additions, changes, or adjustments to such offerings as may be made from time to time.
    23. "Membership Agreement" means that certain Membership Agreement entered into by the parties.
    24. "Talent" means any Person submitted, available, requested or engaged to perform pursuant to a Booking.
    25. "Talent Agency" means any Person who engages in the occupation of procuring, offering, promising, or attempting to procure employment or engagements for artists, performers or models through the Services.
  2. Services.
    1. Overview. The specific Services to be provided by LÜK to Customer and the Authorized Service Recipients shall be governed by the Membership Agreement in accordance with these Terms as well as any applicable LÜK Policies.
    2. Membership Agreement. The Membership Agreement shall include the following information, as applicable:
      1. a description of the Services to be performed;
      2. the Effective Date of the Services;
      3. the name of the LÜK Booking Specialist;
      4. the Membership Fees and Membership Period;
      5. any other terms and conditions agreed upon by the parties.
    3. Change Orders. Customer may, at any time, by written notice to LÜK, request changes to the Membership Agreement. Within a commercially reasonable period of time, LÜK will provide Customer with an estimate of the impact, if any, of such requested change on the Membership Fees, the Services, or any other provision or term of the Membership Agreement. If the parties agree to such changes, a written description of the agreed change (a "Change Order") will be mutually executed by the parties and will constitute an amendment to the Membership Agreement. In the event there is a conflict between the Change Order and the Membership Agreement, the terms of the Change Order will prevail.
    4. LÜK Pay. The Services, as used herein, may also include the 'LÜK Pay' payment processing feature facilitated by Stripe, Inc. and/or its affiliates as well as and certain other services provided by LÜK, including but not limited to its accounts payable bundling and processing service (which may include providing 1099s to payees on a Customer's behalf), referred to by LÜK as LÜK Pay (the "A/P Service"). Customer understands and agrees that by facilitating the LÜK Pay service, (1) LÜK acts exclusively as a payment processor to facilitate the payment of Booking Fees, (2) LÜK shall receive Booking Fees as agent on behalf of the relevant Talent or Talent Agencies and shall remit such Booking Fees to Talent and/or Talent Agencies promptly upon receipt, (2) for all purposes, actual receipt of Booking Fees by LÜK on behalf of Talent or Talent Agencies shall be deemed receipt by the Talent Agency or Talent and shall satisfy Customer's obligation(s) to Talent Agency or Talent for such Booking Fees, and (3) LÜK is NOT the 'Employer of Record' of any contractor or Talent associated with any Booking for which the LÜK Pay service has been provided. Customer 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. Customer 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").
    5. Affiliates and Subcontractors. LÜK may use third-party consultants, or other third parties (collectively, "Subcontractors") to perform certain Services. In certain cases, the Services will be performed, in whole or in part, by one (1) or more of LÜK's Affiliates.
    6. The Services.
      1. Talent Marketplace. The Services, among other things, provide Customer a Talent marketplace with a full suite of talent-booking tools and related functionalities that allow Customer to create, submit, and manage Bookings and to engage Talent Agencies and source Talent. LÜK may provide additional Services from time to time, as detailed in LÜK Policies.
      2. LÜK is not a Talent Agency. Customer understands and acknowledges that LÜK is not a Talent Agency. LÜK does not provide, employ, manage, or engage in the occupation of procuring, offering, promising, or attempting to procure employment or engagements for Talent. Further, Customer understands and acknowledges that LÜK does not (1) hire or employ Talent; (2) control or determine the terms of a Booking; or (3) control or direct Talent performance in connection with a Booking, or otherwise.
      3. LÜK is not a Production Company. Customer understands and acknowledges that LÜK does not submit, source, manage, or effectuate Bookings or contract for Talent in a principal capacity or as agent for Customer. Customer understands that LÜK is not a party to any Booking. Rather, LÜK provides tools and other functionality through the Services to allow Customer to engage Talent Agencies and source Talent for Bookings and other transactions. Accordingly, LÜK shall not have any liability whatsoever to any direct or related party 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.
      4. Talent and Talent Agencies. LÜK: (1) makes no representation, offers no assurances, and does not investigate any Talent Agency or Talent backgrounds, morality, character, actions, business history, or demeanor, and Customer hereby acknowledges that Customer assumes the risk of any Booking, including working with selected Talent or Talent Agency; (2) does not verify information that Talent Agencies or Talent provide in connection with the Services; (3) does not endorse or recommend any Talent or Talent Agency; (4) does not make, and hereby disclaims, all representations, warranties, claims, and assurances as to the appropriateness, adequacy, suitability, manner, or quality of any Talent or Talent Agency with respect to any Booking.
    7. Cooperation. Customer acknowledges that LÜK's ability to provide the Services is dependent on, among other things, LÜK being provided with complete, accurate, up-to-date, and timely Customer Materials. In addition, Customer shall: (a) cooperate in a timely, commercially reasonable fashion and in good faith in all matters relating to the Services; (b) appoint and maintain a competent Customer Contract Manager; (c) timely, fully and completely respond to all information and documentation requests from LÜK Personnel; and (d) maintain all necessary licenses and consents and comply with all applicable Laws in relation to the Customer's business and the Services being provided hereunder.
    8. Booking Details. Customer agrees to provide LÜK all relevant Booking details as may be further detailed in LÜK Policies in a timely manner (the "Booking Details"). A proposed Booking submitted by Customer to LÜK will not be submitted to Talent Agencies (a "Job Submission") via the Services until such time as the required Booking Details have been received by LÜK. Notwithstanding any other provision of these Terms, such Booking Details shall include, but not be limited to, the total rate for the relevant booking, including the Rate Breakdown. For purposes of this Section, "Rate Breakdown" shall mean the (a) the portion of the total rate constituting the day/work rate, and (b) such portion of the total rate constituting usage. In the event that the Customer fails to provide LÜK with the Rate Breakdown, Customer explicitly authorizes, acknowledges, and instructs LÜK to apply a Rate Breakdown to the particular booking using its commercially reasonable discretion (such resulting Rate Breakdown, a "LÜK Rate Breakdown"). Customer understands and agrees that it shall remain solely responsible for and shall indemnify, defend and hold harmless LÜK and any LÜK Personnel from and against any Losses stemming from the imposition of a LÜK Rate Breakdown. Booking Details shall be deemed final upon a Job Submission. Written requests to update Booking Details for a previously submitted Job Submission will be updated to the extent practicable, as determined by LÜK in its sole discretion.
    9. Packages. With respect to each Job Submission, LÜK will compile and present a multi-agency package ("Package") to Customer. Upon Customer written instruction indicating Talent selection, LÜK will request that the relevant Talent Agency confirm the Booking consistent with the terms of the Job Submission. If the Talent Agency confirms the Booking (a "Confirmed Booking"), LÜK shall deliver written notice of the Confirmed Booking to Customer thereafter memorializing the details of the Confirmed Booking (a "Booking Confirmation"). In the event that Customer wishes to make a correction or alteration to a Confirmed Booking, it shall contact LÜK in writing as soon as possible. LÜK will request such corrections or alterations with the relevant Talent Agency promptly following receipt of a Customer request. Customer requests to alter or modify a Confirmed Booking are subject to the Talent Agency Policies of the relevant Talent Agency. Notwithstanding a Customer request to cancel or modify a Confirmed Booking, Customer understands and acknowledges that it is responsible for the payment of all Fees charged by a Talent Agency in connection with a Confirmed Booking (which, for the avoidance of doubt, may include such charges, fees, or other penalties imposed pursuant to the relevant Talent Agency Policies).
    10. Talent Agency Failure to Perform. LÜK is not responsible for the provision of Talent or performing any of the services identified in a Job Submission or Confirmed Booking. Therefore, for the avoidance of doubt, LÜK is not responsible and shall have no liability whatsoever in the event that (i) a Talent Agency fails to perform consistent with the requirements or details of any Confirmed Booking, or fails to honor any Booking or Talent options, holds, or other requests; or (ii) Talent fails to perform consistent with the requirements or details of any Confirmed Booking. Further, if Customer fails to provide necessary information, provides inaccurate information, or fails to timely provide information with respect to a Booking, Customer shall be exclusively liable for any costs, fees, charges, or expenses arising therefrom whether pursuant to the Talent Agency Policies or these Terms.
    11. Continuation of Services; Modifications. We reserve the right to change, update, modify, or otherwise adjust these Terms or any LÜK Policies from time to time, in our sole discretion upon thirty (30) days written notice to you. In addition, we may stop providing the Services at any time in our sole discretion. All changes to the Terms or any LÜK Policies are effective immediately upon the effectiveness of such written notice as indicated in the immediately preceding sentence. You agree that your continued use of the Services following the effectiveness of any revised Terms or LÜK Policies constitutes your acceptance of such changes. You 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.
    12. Policies and Guidelines. When using particular Services, you understand and agree that you are subject to any applicable LÜK Policies. For the avoidance of doubt, each of Customer and LÜK hereby agree to the terms of the LÜK General Policy attached hereto as Schedule A, and the LÜK 1099 Payroll Policy, attached hereto as Schedule B. All such LÜK Policies are hereby incorporated by reference into these Terms.
  3. Termination of Services.
    1. Term. Customer shall be subject to these Terms upon first use of the Services or the Effective Date, whichever is earlier. Customer shall remain subject to these Terms so long as the Membership Agreement remains in full force and effect, or for so long as Customer is granted access to the Services, whichever is later. LÜK reserves the right, in its sole discretion, to restrict, suspend, or terminate Customer's access to all or any part of the Services, at any time and for any reason without prior notice or liability, including upon termination of the Membership Agreement.
    2. Customer Termination for Convenience. Customer may terminate the Membership Agreement by delivery of an email to the LÜK Partnerships Team or LÜK Accounting Team as detailed in Section 22.5 no fewer than seven (7) days prior to the end of the then-current Membership Period. In the event Customer provides notice of its intent to terminate the Membership Agreement less than seven (7) days prior to the end of the then-current Membership Period, the Membership Agreement shall terminate upon the expiration of the following Membership Period, for which Customer shall remain responsible for the relevant Membership Fees, consistent with the provisions of these Terms.
    3. Effects of Termination or Expiration. Upon expiration or termination of the Membership Agreement for any reason:
      1. LÜK shall (i) suspend, reduce, restrict and/or terminate Customer access to the Services in its sole discretion, (ii) promptly deliver to Customer all Deliverables (whether complete or incomplete) for which Customer has paid, and all Customer Materials in its possession, (iii) provide reasonable cooperation and assistance to Customer upon Customer's written request and at Customer's expense in transitioning the Services to a different service provider, and (iv) on a pro rata basis, repay all fees and expenses paid in advance for any Services not performed or Deliverables not provided.
      2. Customer shall promptly return any LÜK Equipment and pay any and all outstanding Fees to LÜK for any Services rendered to Customer on or prior to the expiration or termination of the Membership Agreement within seven (7) calendar days. In the event that the Membership Agreement is terminated (other than pursuant to Section 3.2) during a Membership Period, Customer shall be responsible for the relevant pro-rata portion of the relevant Membership Fees consistent with the terms of the immediately preceding sentence.
      3. Each party shall (i) return to the other party all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on the other party's Confidential Information, (ii) permanently delete all of the other party's Confidential Information from its computer systems (except as otherwise required to be maintained for compliance purposes), and (iii) certify in writing to the other party that it has complied with the requirements of this clause; provided, however, that Customer may retain copies of any Confidential Information of LÜK incorporated in the Deliverables or to the extent necessary to allow it to make full use of the previously provided Services and any Deliverables.
    4. Survival. The rights and obligations of the parties set forth in this Section 3.4 and Sections 1, 5, 6, 7, 10, 11, 12, and 21, and any right or obligation of the parties pursuant to these Terms which, by its nature, should survive termination or expiration of the Membership Agreement and provision of the Services, will survive any such termination or expiration of the Membership Agreement.
  4. Fees and Expenses; Payment Terms.
    1. Fees. In consideration of the provision of the Services by LÜK and the rights granted to Customer under these Terms and the Membership Agreement, Customer shall pay (1) the Membership Fees consistent with the terms of the Membership Agreement, (2) any additional charges, fees of expenses incurred pursuant to Customer's use of various Services (the terms of which may be subject to various LÜK Policies ("Other Fees"), and (3) any and all fees, expenses, costs and payments incurred or charged by a Talent Agency in connection with Bookings (the "Booking Fees," and together with the Membership Fees and the Other Fees, the "Fees"). Customer shall pay the Membership Fees and Other Fees directly to LÜK pursuant to the conditions of these Terms or other applicable LÜK Policies. Booking Fees shall be paid by Customer directly to the relevant Talent, Talent Agency or LÜK (on behalf of the Talent or Talent Agency) pursuant to the LÜK Pay feature.
    2. Reimbursement. Customer agrees to reimburse LÜK for all reasonable travel and out-of-pocket expenses incurred by LÜK in connection with the performance of the Services and as indicated in an invoice provided to Customer consistent with the terms of this Section 4.
    3. Payment Method. Payments for Fees shall be made via Electronic Funds Transfer (ACH/Wire) or Credit Card. No other payment methods shall be accepted.
    4. Invoices. LÜK shall provide Customer with an invoice detailing the Membership Fees on or before the first (1st) day of each Membership Period. LÜK shall provide Customer with an invoice for all other Fees as determined by LÜK in its sole discretion. Unless otherwise indicated in the Membership Agreement, Customer shall pay Membership Fees by the Payment Due Date and shall pay all other Fees as indicated in the relevant invoice. Any invoice not paid in full consistent with the terms of this Section 4.4 shall be subject to a 5% finance charge and an 18% per annum or 1.5% monthly interest charge.
    5. Talent Agency Policies. All Bookings are subject to the relevant Talent Agency Policies, including but not limited to any cancellation policies, fees and charges. Customer is exclusively responsible for compliance with Talent Agency Policies and any fees, charges, expenses, or other costs incurred or imposed by a Talent Agency with respect to a Booking.
    6. California Wage Requirement. Customer agrees and acknowledges that, in accordance with California law, employees (which may include Talent) must be paid their full wages on the next regular payday. 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.
      1. YOU AGREE THAT BY PROVIDING THE SERVICES, INCLUDING BUT NOT LIMITED TO THE A/P SERVICE, 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.
    7. Taxes. Customer shall be responsible for, and shall indemnify LÜK in respect of, all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any foreign, federal, state, or local governmental entity on any Fees or other amounts payable by Customer hereunder. Any such taxes, duties, and charges currently assessed or which may be assessed in the future, that are applicable to the Services are for the Customer's account, and Customer hereby agrees to pay such taxes; provided, that, in no event shall Customer pay or be responsible for any taxes imposed on, or with respect to, LÜK's income, revenues, gross receipts, LÜK personnel, or real or personal property or other assets.
  5. Intellectual Property Rights; Ownership.
    1. Except as set forth in Section 5.2, as between Customer and LÜK, Customer is, and shall be, the sole and exclusive owner of all right, title, and interest in and to the Deliverables, including all Intellectual Property Rights therein. LÜK agrees, and will cause its LÜK Personnel to agree, that with respect to any Deliverables that may qualify as "work made for hire" as defined in 17 U.S.C. §101, such Deliverables are hereby deemed a "work made for hire" for Customer. To the extent that any of the Deliverables do not constitute a "work made for hire", LÜK hereby irrevocably assigns, and shall cause the LÜK Personnel to irrevocably assign to Customer, in each case without additional consideration, all right, title, and interest throughout the world in and to the Deliverables, including all Intellectual Property Rights therein. LÜK shall cause the LÜK Personnel to irrevocably waive, to the extent permitted by applicable Law, any and all claims such LÜK Personnel may now or hereafter have in any jurisdiction to so-called "moral rights" or rights of droit moral with respect to the Deliverables.
    2. LÜK and its licensors are, and shall remain, the sole and exclusive owners of all right, title, and interest in and to the Pre-Existing Materials, including all Intellectual Property Rights therein. LÜK hereby grants Customer and the Authorized Service Recipients a limited, irrevocable, perpetual, fully paid-up, royalty-free, non-transferable (except in accordance with Section 22.8), non-sublicensable, worldwide license to use, perform, display, execute, reproduce, distribute, transmit, modify (including to create derivative works), import, make, have made, sell, offer to sell, and otherwise exploit any Pre-Existing Materials to the extent incorporated in, combined with or otherwise necessary for the use of the Deliverables solely to the extent reasonably required in connection with Customer's receipt or use of the Services and Deliverables. All other rights in and to the Pre-Existing Materials are expressly reserved by LÜK.
    3. Customer and its licensors are, and shall remain, the sole and exclusive owner of all right, title, and interest in and to the Customer Materials, including all Intellectual Property Rights therein. LÜK shall have no right or license to use any Customer Materials except solely during the provision of Services to Customer to the extent necessary to provide the Services to Customer. All other rights in and to the Customer Materials are expressly reserved by Customer.
    4. LÜK OR ANY OF ITS EMPLOYEES DO NOT ACCEPT OR CONSIDER UNSOLICITED IDEAS, INCLUDING IDEAS FOR NEW ADVERTISING CAMPAIGNS, NEW PROMOTIONS, NEW PRODUCTS OR TECHNOLOGIES, PROCESSES, MATERIALS, MARKETING PLANS OR NEW PRODUCT NAMES. PLEASE DO NOT SEND ANY ORIGINAL CREATIVE ARTWORK, SAMPLES, DEMOS, OR OTHER WORKS. THE SOLE PURPOSE OF THIS POLICY IS TO AVOID POTENTIAL MISUNDERSTANDINGS OR DISPUTES WHEN LÜK'S PRODUCTS OR MARKETING STRATEGIES MIGHT SEEM SIMILAR TO IDEAS SUBMITTED TO LÜK. NOTWITHSTANDING SECTION 10, IDEAS OR MATERIALS SUBMITTED TO LÜK IN CONTRAVENTION OF THIS POLICY WILL NOT BE TREATED AS CONFIDENTIAL INFORMATION OR OTHERWISE PROPRIETARY.
  6. Confidential Information.
    1. Use and Disclosure of Confidential Information. The Receiving Party shall, with respect to any Confidential Information of the Disclosing Party: (i) use such Confidential Information only in connection with the Receiving Party's performance of its obligations and exercise of its rights under these Terms with respect to the Services; (ii) subject to Section 6.3 below, restrict disclosure of such Confidential Information within the Receiving Party's organization to only those employees and consultants of the Receiving Party who have a need to know such Confidential Information in connection with the Receiving Party's performance of pursuant to these Terms; and (iii) except as expressly contemplated under the preceding clause (ii), not disclose such Confidential Information to any third party unless authorized in writing by the Disclosing Party to do so; provided, however, that the parties may disclose the terms of the Membership Agreement if such disclosure is in connection with any audit, financing transaction, or due diligence inquiry provided the recipients are subject to obligations of confidentiality at least as restrictive as those contained herein.
    2. Protection of Confidential Information. The Receiving Party shall protect the confidentiality of any Confidential Information disclosed by the Disclosing Party using at least the degree of care that it uses to protect its own confidential information (but no less than a reasonable degree of care).
    3. Compliance by Personnel. The Receiving Party shall, prior to providing any employee or consultant access to any Confidential Information of the Disclosing Party, inform such employee or consultant of the confidential nature of such Confidential Information and require such employee or consultant to comply with the Receiving Party's obligations hereunder with respect to such Confidential Information. The Receiving Party will be responsible to the Disclosing Party for any violation of this Section by any such employee or consultant.
    4. Required Disclosures. In the event the Receiving Party becomes or may become legally compelled to disclose any Confidential Information (whether by deposition, interrogatory, request for documents, subpoena, civil investigative demand or other process or otherwise), the Receiving Party shall provide to the Disclosing Party prompt prior written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Section. In the event that such protective order or other remedy is not obtained, or that the Disclosing Party waives compliance with the provisions hereof, the Receiving Party shall furnish only that portion of the Confidential Information which it is advised by counsel is legally required to be disclosed, and shall use its best efforts to insure that confidential treatment shall be afforded such disclosed portion of the Confidential Information.
    5. Duration of Obligation. The obligations of confidentiality described above will expire five (5) years after the termination of the Membership Agreement; except for Confidential Information identified by the Disclosing Party as a trade secret, which shall be held in confidence for as long as such Confidential Information remains a trade secret under applicable law other than due to a breach of these Terms.
  7. Representations and Warranties; Disclaimer.
    1. Mutual. Each party represents and warrants to the other that: (i) it is duly organized, validly existing and in good standing as a corporation or other entity as represented herein under the laws and regulations of its jurisdiction of incorporation, organization, or chartering; (ii) such party has the full power to enter into the Membership Agreement and to perform its obligations consistent with these Terms; (iii) such party's execution of and performance under these Terms will not breach any oral or written agreement with any third party or any obligation owed by such party to any third party to keep any information or materials in confidence or in trust; and (iv) it shall comply with all Laws in the conduct of its business and in the performance of its obligations under these Terms and with respect to the Services.
    2. LÜK. LÜK represents and warrants to Customer that: (i) it shall perform the Services using personnel of adequate skill, experience, and qualifications and in a professional and workmanlike manner in accordance with industry standards for similar services and shall devote adequate resources to meet its obligations under these Terms; and (ii) it is in compliance with, and shall perform the Services in compliance with, all applicable Laws.
    3. Customer. Customer represents and warrants to LÜK that it has put in place preventative measures to reduce the spread of COVID-19 and that such preventative measures either meet or exceed the most current regulations and recommendations of federal, state, and local governments and federal, state, and local health agencies. Customer shall continue to implement all such preventative measures and continue to comply with all such regulations and recommendations of federal, state, and local governments and federal, state, and local health agencies for so long as it utilizes the Services.
    4. Disclaimer of Warranties. Customer expressly agrees that Customer's use of the Services, including the systems and software products provided to Customer in connection with these Terms, is at Customer'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.
    5. EXCEPT FOR THE EXPRESS WARRANTIES IN THESE TERMS, (A) EACH PARTY 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.
    6. TO THE EXTENT ANY SERVICES CONSIST OF LÜK'S ACCOUNTS PAYABLE SERVICE, CUSTOMER 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.
    7. TO THE EXTENT THE SERVICES INCLUDE VARIOUS PRODUCTS, TOOLS OR UTILITIES PROVIDED BY LÜK FOR USE BY CUSTOMER, LÜK MAKES NO ASSURANCES WITH REGARD TO THE ACCURACY OF THE RESULTS OR OUTPUT DERIVED FROM SUCH TOOLS OR UTILITIES.
  8. Indemnification.
    1. Subject to any express limitations and/or exclusions contained in these Terms, Customer 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 Customer of any such claim, suit, or proceeding and shall assist Customer at Customer's expense, in defending any such claim, suit, or proceeding. LÜK reserves the right, at Customer's expense, to assume the exclusive defense and control of any matter that is subject to indemnification under this Section. In such case, Customer agrees to cooperate with any reasonable requests assisting our defense of such matter.
    2. Subject to any express limitations and/or exclusions contained in these Terms, LÜK agrees to defend, indemnify, and hold Customer and its officers, directors, employees, successors, licensees, vendors, and assigns harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from LÜK's gross negligence, willful misconduct or fraud. Customer reserves the right, at LÜK's expense, to assume the exclusive defense and control of any matter that is subject to indemnification under this Section. In such case, LÜK agrees to cooperate with any reasonable requests assisting our defense of such matter. LÜK shall not be obligated to indemnify, defend, or hold harmless Customer to the extent that the claims, actions, or demands arise from: (i) use of the Services in combination with modules, apparatus, hardware, software, or services not provided by LÜK; (ii) the use of the Services that violates these Terms or any applicable Law; or (iii) the alteration or modification of the Services or Platform by a party other than LÜK.
  9. Limitation of Liability.
    1. LÜK MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENTS OF THE SERVICES, 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. CUSTOMER AGREES THAT CUSTOMER USES THE SERVICES AT ITS OWN RISK.
    2. SUBJECT TO SECTION 8.2, 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.
    3. 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 CUSTOMER ARISING OUT OF OR RELATING TO ANY BOOKING, TALENT, OR TALENT AGENCY ACTS OR OMISSIONS OF ANY KIND IN CONNECTION WITH THE SERVICES.
  10. Insurance.
    1. At all times during the continuation of the Membership Agreement or provision of the Services to Customer, Customer shall procure and maintain, at its sole cost and expense, at least the following types and amounts of insurance coverage: (i) Commercial General Liability with limits no less than $1,000,000.00 per occurrence and $2,000,000.00 in the aggregate, including bodily injury and property damage and products and completed operations and advertising liability, which policy will include contractual liability coverage insuring the activities of Customer in connection with these Terms and use of the Services; and (ii) Workers' Compensation no less than the minimum amount required by applicable law.
  11. Non-Solicitation.
    1. For so long as LÜK provides the Services to Customer pursuant to the Membership Agreement or otherwise, and for a period of twelve (12) months thereafter, neither party shall, directly or indirectly, in any manner solicit or induce for employment any person who performed any work in connection with these Terms who is then in the employ of the other party. A general advertisement or notice of a job listing or opening or other similar general publication of a job search or availability to fill employment positions, including on the internet, shall not be construed as a solicitation or inducement for the purposes of this Section 11.1, and the hiring of any employee or independent contractor who freely responds thereto shall not be a breach of this Section 11.1.
    2. If either party breaches Section 11.1, the breaching party shall, on demand, pay to the non-breaching party a sum equal to one year's basic salary or the annual fee that was payable by the claiming party to that employee, worker, or independent contractor plus the recruitment costs incurred by the non-breaching party in replacing such person.
  12. Exclusivity.
    1. LÜK retains the right to perform the same or similar type of services for third parties during the term of the Membership Agreement. During the term of the Membership Agreement, Customer shall not sign an agreement or enter into a relationship with another entity providing services similar to the Services detailed hereunder without the prior written approval of LÜK.
  13. No Unlawful or Prohibited Use.
    1. As a condition of your use of the Services, you will not use the Services for any purpose that is unlawful or prohibited by these Terms. You may not use the Services in any manner that could damage, disable, overburden, or impair any LÜK server, or the network(s) connected to any LÜK server, or interfere with any other party's use and enjoyment of any Services. You may not attempt to gain unauthorized access to any Services, other accounts, computer systems or networks connected to any LÜK server or to any of the Services, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services.
  14. Use of Services.
    1. The Services are for Customer's exclusive use. Customer 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.
    2. Subject to these Terms, LÜK grants Customer a limited, non-exclusive, non-transferable, and revocable license to use the Services. This license is for the sole purpose of enabling Customer to use and enjoy the benefit of the Services as provided by LÜK, in the manner permitted by these Terms. The rights granted to Customer constitute a limited license and not a transfer of title. All right, title, and interest in and to the Services (excluding content provided by Customer) are and will remain the exclusive property of LÜK and its Affiliates.
    3. Customer is prohibited from any use of data mining, robots, or any other data gathering and extraction tools in your use of the Services.
    4. The Services are protected by copyright, trademark, other laws of the United States, and possibly by jurisdictions outside of the United States. Nothing in these Terms gives you a right to use LÜK's intellectual property, including but not limited to LÜK's name or any of LÜK's trademarks, logos, domain names, other distinctive brand features, or copyrights.
  15. Third Party Products and Services.
    1. We may tell you about third party products or services via our website. We may offer products and services on behalf of third parties who are not affiliated with LÜK ("Third Party Products") and/or provide access or links to third party websites ("Third Party Sites"). You agree that LÜK can use and share your information, including name and address with such third party providers for the purpose of offering or delivering products to you. If you decide to use any Third Party Products or access any Third Party Sites, you are responsible for reviewing the third party's separate website terms and privacy policies. You agree that the third parties, and not LÜK, are solely responsible for their product's performance (including technical support), the content on their websites and their use of your data. You agree and acknowledge that LÜK will not have any liability to you for third parties, Third Party Products and Third Party Sites. LÜK is not affiliated with these Third Party Products or Third Party Sites and does not endorse or recommend Third Party Products even if such products are marketed or distributed via our Services. You agree that you will (i) comply with all applicable laws, regulation and ordinances; (ii) not use the Third Party Products in any manner that would infringe or violate the rights of LÜK or any other party; and (iii) not use the Third Party Products in any way in furtherance of criminal, fraudulent or other unlawful activity.
  16. LÜK Pay Integration with QuickBooks.
    1. If you are using LÜK Pay, we offer an integration with your QuickBooks account. By using our Services, you acknowledge and agree that we may transfer your data from LÜK to QuickBooks, and that LÜK may receive your data from QuickBooks (the "Data Transfer") in order to facilitate certain interoperability, data integration, and data access between LÜK and QuickBooks. For example, LÜK may access your payment transaction data that you maintain through your QuickBooks account. If you provide your authorization to transfer your data from QuickBooks to LÜK, you are providing authorization for release of all your data on QuickBooks, including data provided prior to the date that you authorize LÜK to access your data. If you want to cease sending your QuickBooks data to us, QuickBooks may provide a feature to allow you to disable access. You acknowledge that turning off data access may affect LÜK Pay's functionality or capabilities.
  17. Notice Specific to Documents Available on the Platform.
    1. Permission to use Documents (such as white papers, press releases, datasheets and FAQs) from the Services is granted, provided that (1) the below copyright notice appears in all copies and that both the copyright notice and this permission notice appear, (2) use of such Documents from the Services is for informational and non-commercial or personal use only and will not be copied or posted on any network computer or broadcast in any media, and (3) no modifications of any Documents are made. Use for any other purpose is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.
    2. Documents specified above do not include the design or layout of the luknetwork.com Web site or any other LÜK owned, operated, licensed or controlled site. Elements of LÜK Web sites are protected by trade dress, trademark, unfair competition, and other laws and may not be copied or imitated in whole or in part. No logo, graphic, sound or image from any LÜK Web site may be copied or retransmitted unless expressly permitted by LÜK.
  18. LÜK Studio.
    1. Overview. The Services may include access to LÜK's 4,000 square foot photo studio located at 1052 South Olive Street, Los Angeles, CA 90015 (the "Premises") which is available to rent for shoots and is complementary to host castings (the "LÜK Studio" Service). The LÜK Studio Service may be subject to additional LÜK Policies.
    2. Access to Premises. In consideration of being granted access and/or use of the Premises, Customer represents and warrants as follows: (a) Customer desires to visit and have access to the Premises; (b) Customer acknowledges that Customer's presence, together with any of its personnel, employees, Talent, or others utilizing LÜK Studio in conjunction with Customer's use of the Services (collectively, the "Customer Parties"), could involve risks of physical injury, as well as other risks; (c) Customer assumes all of the risks involved in being on and utilizing the Premises and releases LÜK and/or its affiliated organizations, its and their officers, partners, employees, directors, vendors and insurers (the "LÜK Parties") from such liability for all risks and hazards which may be associated with the Premises and any Customer Parties' entry upon and use of the Premises.
    3. No Warranty as to Condition of Premises. Customer understands that LÜK makes no representations, warranties or claims as to the condition or safety of the Premises. While on the Premises, Customer covenants and agrees to: (a) strictly follow the instruction of any LÜK Personnel and to heed all posted signs and warnings; and (b) cease to participate in any activity that Customer deems may jeopardize any Customer Parties' safety or property or the safety or property of others. Customer understands that failing to do the above things listed in this Section may jeopardize the Customer Parties' safety and property and the safety and property of others. Customer also understands that it is solely liable for any injury or harm that Customer may cause to itself or any other Customer Parties, the property of any Customer Parties, and/or to others and their property while on the Premises.
    4. Release and Indemnity. To the fullest extent permitted by Law, Customer hereby irrevocably and unconditionally releases and agrees to indemnify and hold harmless, the LÜK Parties from any and all suits, claims, and actions of every kind, damages (including consequential, punitive and exemplary damages), losses, liens, judgments, liabilities and expenses (including attorney's fees, court costs, costs of investigation, expert fees, hospital and medical fees) in connection with damage to any property, and death(s) of or injury to person(s), that occur while any Customer Parties are on the Premises, or in any way related to the Customer Parties' access, entry, or activities on the Premises. Customer acknowledges that its right of access to the Premises can be terminated with or without cause by LÜK. In the event that Customer is not allowed further access to the Premises, Customer shall have no cause of action, damages, refund or claim against LÜK. Such damages, claims, rights or privileges are hereby released and waived. Customer agrees to pay LÜK for any and all damages to any property that is caused in whole or in part by the Customer Parties.
  19. Notices and Procedure for Making Claims of Copyright Infringement.
    1. We respect the intellectual property rights of others and expect users of the Services to do the same. We will respond to notices of alleged intellectual property infringement, including but not limited to copyright infringement, that comply with applicable law and are properly provided to us. If you believe that your content has been copied in a way that constitutes copyright infringement, please submit a claim by e-mailing us or by writing to us at the contact information provided below.
  20. Force Majeure.
    1. No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any obligations hereunder (except for any obligations to make payments to the other party 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 Events"): (a) acts of God; (b) flood, fire, earthquake, explosion, epidemic or pandemic; (c) war, invasion, hostilities (whether war is declared or not), 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 the Membership Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) shortage of adequate power or transportation facilities; and (i) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within three (3) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue.
    2. During the Force Majeure Event, the non-affected party may similarly suspend its performance obligations until such time as the affected party resumes performance.
    3. The affected party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized and shall resume performance of its obligations as soon as reasonably practicable after the removal of the cause. If the affected party's failure or delay remains uncured for a period of ten (10) days following written notice given by it under this Section 20, the other party may thereafter terminate the Membership upon five (5) days' written notice.
  21. Member Account, Password, and Security.
    1. If any of the Services requires you to open an account, you must complete the registration process by providing us with current, complete and accurate information as prompted by the applicable registration form. You also will choose a password and a user name. You are entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify LÜK immediately of any unauthorized use of your account or any other breach of security. LÜK will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by LÜK or another party due to someone else using your account or password. You may not use anyone else's account at any time.
  22. Miscellaneous.
    1. You acknowledge and agree that any personal information that you provide or that we collect in connection with the Services will be treated in the manner described in our Privacy Policy, which can be found here. Our Privacy Policy is incorporated into these Terms.
    2. Each party shall, upon the reasonable request, and at the sole cost and expense, of the other party, promptly execute such documents and perform such acts as may be necessary to give full effect to these Terms.
    3. The relationship between the parties is that of independent contractors. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
    4. Neither party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to these terms, the Membership Agreement, or otherwise use the other party's trademarks, service marks, trade names, logos, symbols, or brand names, in each case, without the prior written consent of the other party.
    5. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by email if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses indicated in the Membership Agreement.
      1. LÜK Partnerships Team Contact Details: [email protected]
      2. LÜK Accounting Team Contact Details: [email protected]
      3. LÜK Mailing Address:
        TLNT Inc., dba LÜK, 1052 S. Olive St., Los Angeles, CA 90015.
    6. For purposes of these Terms, (a) the words "include," "includes," and "including" shall be deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; and (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to these Terms as a whole. Unless the context otherwise requires, references herein: (x) to Sections refer to the sections of these Terms; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. These Terms shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The LÜK Policies referred to herein shall be construed with, and as an integral part of, the Terms to the same extent as if they were set forth verbatim herein.
    7. These Terms, together with the Membership Agreement and all applicable 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, both written and oral, with respect to such subject matter. In the event of any conflict between the terms and provisions of these Terms and those of the Membership Agreement or any LÜK Policies, the following order of precedence shall govern: (a) first, these Terms, (b) second, the applicable Membership Agreement; and (c) third, the LÜK Policies.
    8. 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 Customer or LÜK. No assignment of these Terms by Customer 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 Customer 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 Customer and LÜK.
    9. 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.
    10. The headings in the Terms are for reference only and shall not affect the interpretation of the Terms.
    11. 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.
    12. 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.
    13. 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.
    14. 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.
Effective: September 25, 2023
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