Talent Terms of Service

Last Updated: July 8, 2022

This Talent Terms of Service Agreement (“Terms”) governs your use as a talent user of the Eksperience platform offered by Eksperience LLC, including our website (eksperience.net), mobile application (“App”), and services we provide (collectively, the website, App, and services referred to as our “Site”). “You” and “Talent User” refer to you as a talent user of the Site.

These Terms apply solely to Talent Users of our Site. Use of our Site is also subject to our current Acceptable Use Policy / Community Guidelines. Any use by you of our Site other than as a Talent User is governed by the Site Terms of Service. (“Site Terms”) and any definitions not defined within these Terms shall have the meaning assigned to them in the Site Terms.

PLEASE READ THESE TERMS CAREFULLY. By using our Site as a Talent User or otherwise indicating your acceptance (for example, by agreeing when creating or logging into your account, clicking “I Agree,” etc.), you represent and warrant that you have read, understand, and agree to be bound by these Terms. If you do not agree, do not access or use our Site as a Talent User.

ARBITRATION NOTICE: Section 17 of these Terms contains provisions governing how claims that you and Eksperience may have against each other are resolved, including any claims that arose or were asserted prior to the “Last Updated” date at the top of these Terms. It contains an arbitration agreement that will, with limited exceptions, require disputes between you and Eksperience to be submitted to binding and final arbitration. Unless you opt out of the arbitration agreement as described in Section 17: (1) you may pursue claims and seek relief against us only on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding; and (2) you waive your right to seek relief in a court of law and to have a jury trial on your claims.

Table of Contents

1. Participation on the Site
2. Eksperiences
3. Fees and Payment
4. Talent Content
5. Ownership
6. Additional Terms
7. Eligibility
8. Copyright and Intellectual Property Policy
9. Privacy
10. Third Party Content and Interactions
11. Business Relationship with Eksperience
12. Links
13. Changes to our Site
14. Termination and Reservation of Rights
15. Disclaimers and Limitations on our Liability
16. Indemnification
17. Arbitration Agreement and Waiver of Certain Rights
18. Other Provisions
19. Changes to these Terms
20. Additional Talent Terms

Participation on the Site​

• Registration
  In order to participate on our Site, you must register. By registering, you agree to provide true, accurate, current, and complete information about yourself as prompted by our registration form, as well as any other information reasonably requested by us (collectively, “Registration Data”), and maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. If you do not do so or we reasonably believe that you have not done so, we have the right to suspend or terminate your Site account and your use of our Site. You agree not to create a Site account using a false identity or providing false information, on behalf of another person (except as outlined below for a parent or legal guardian and Organizations), or if you (and your parent or legal guardian, or an Organization, if applicable) have previously been removed or banned from our Site. You are responsible for maintaining the confidentiality of your Site account information, including your username and password. You are responsible for all activities that occur on or in connection with your Site account and you agree to notify us immediately of any unauthorized access or use of your Site account. You acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to any unauthorized access to or use of your Site account.
• Talent User age 13 or older
  Talent Users who are at least 13 years old may register directly. By registering, you represent and warrant that: (A) you are at least 13 years old (and, if between 13 and 18 years old, are registering with the supervision and with the consent of your parent or legal guardian, who also agrees to these Terms); (B) you are of legal age to form a binding contract; (C) you are (and if you are between 13 and 18 years old, your parent or legal guardian is) not barred from using our Site under the laws of the United States, your place of residence (and if you are between 13 and 18 years old, the place of residence of your parent or legal guardian), or any other applicable jurisdiction; and (D) you are (and if you are between 13 and 18 years old, your parent or legal guardian is) responsible for complying with all applicable laws and regulations relating to Talent User’s participation on our Site and will fully indemnify the Eskperience Parties (as defined below) for any failure to do so.
• Parent or Legal Guardian of Talent User, under age 13
  Talent Users who are under 13 years old, may register only through a parent or legal guardian who, by registering, represents and warrants that: (A) he or she is the parent or legal guardian of the Talent User and agrees to these Terms; (B) neither the parent or legal guardian nor the Talent User is barred from using our Site under the laws of the United States, the place of residence of the parent, legal guardian, or Talent User, or any other applicable jurisdiction; and (C) he or she is responsible for complying with all applicable laws and regulations relating to Talent User’s participation on our Site and will fully indemnify the Eksperience Parties for any failure to do so.
• Organizations
  A management company, manager, agency, agent, publicist, or other individual or organization (each, an “Organization”) may register a Talent User (“Affiliated Talent”). By registering, the Organization represents and warrants for itself and each Affiliated Talent that: (A) Organization is the authorized representative of the Affiliated Talent (and, if the Affiliated Talent is below the age of 18, is registering with any consent required of the Affiliated Talent’s parent or legal guardian as set forth in Sections 1.a(i) and 1.a(ii)) and agrees to these Terms; (B) neither the Organization nor the Affiliated Talent is barred from using our Site under the laws of the United States, the place of residence of the Organization or any Affiliated Talent, or any other applicable jurisdiction; and (C) Organization is responsible for complying with all applicable laws and regulations relating to Affiliated Talent’s participation on our Site under these Terms and will fully indemnify the Eksperience Parties for any failure to do so. To register Affiliated Talent as an Organization, please contact info@eksperience.net.
• Promotional Materials
  At no cost to Eksperience you will provide to us the following promotional materials (“Promotional Materials”) within 72 hours of beginning the talent on-boarding process on our Site: (i) if you would like us to promote your participation on our Site, three high resolution images of yourself; (ii) your Site profile bio; and (iii) a promotional video of approximately 15 seconds in length to let your fans know that you are offering Eksperiences on the Site. Please note that you will not be able to receive requests from Users until we receive your promotional video. From time to time we may request additional Promotional Materials from you for Eksperience’s use to promote you on or in connection with our Site or on any social media platform or third party website. Any other materials or photos of or concerning you that you submit for ’Eksperiences use will be deemed approved by you and will also be Promotional Materials under these Terms.

Eksperiences​

From time to time, a user of our Site (“User”) may request one or more Eksperiences from you through our Site.

• While we hope you will fulfill a request within 48 hours of receiving it, you may have up to seven days (at our sole discretion) to complete and upload the Eksperienecs. If you do not either: (i) accept the request and fulfill the Eksperiences as agreed; or (ii) decline the request; the request will expire and can no longer be fulfilled (except that you may fulfill the expired request at no cost to the User and with no payment due from us). You may decline a request or otherwise refuse, in your discretion, to fulfill Eksperiences if a User’s request is objectionable or otherwise offensive to you. If you accept a request, you agree to record and upload the content therefrom, if any, to our Site.
• Eksperience retains the right, in its sole discretion, to cancel any request from a User. No payment will be made to you for any declined, cancelled, or unfulfilled Eksperiences.
• Eksperiences will follow the general description provided. You will have sole discretion over the content of any Ekperienes, except that you agree to abide by all Site Terms and the Guidelines in the fulfillment of the Eksperiences. Your response to the User’s request is your responsibility and at your discretion, subject to these Terms. If you complete a Eksperience but do not follow the general description, we will discuss with you an appropriate adjustment of the payment made to you.

Fees and Payment​

• Booking Fee
  You set your own price for Eksperiences (each, a “Booking Fee”), provided that: (i) your price on the App for iOS must be an available Apple SKU; and (ii) where there is no identical Apple SKU, your price will be the Apple SKU that is closest to the price you set. The Booking Fee excludes any service, transaction, or processing fees paid to Eksperience, if applicable.
• Fees
  Other than with respect to an expired request that you choose to fulfill (as set forth in Section 2(a)) and subject to these Terms, we will pay you 80% of the Booking Fee actually received by Eksperience for Eksperiences after subtracting any payment to or deduction by the application platform (e.g., Apple deducts a 30% commission from the Booking Fee) from the Booking Fee (“Net App Booking Fee”). In addition, if the offering permits a User to designate an additional amount as a “tip”, we will pay you 80% (unless a different percentage is agreed in writing by Eksperience) of any amount paid by a User via our Site as a “tip" (after subtracting any payment to or deduction by the application platform). Any Sales Tax Eksperience collects will be remitted to the applicable tax authority and will not be included in the Booking Fee.
• Fees and Payment Representations and Warranties
  You represent and warrant that:
  • Eksperiences are not, and are not intended to be, covered by any guild, union, collective bargaining, management, agency, or similar agreement and there will be no residual or any other type of payment due from Eksperience to you, to any third party, guild, union, management, or agent, or pursuant to any collective bargaining agreement, in connection with any Eksperiences, payment from us to you, or our Site;
  • Eksperience is not responsible for, and will not make any deduction to payments made to you for any fees, commissions, costs, expenses, or payments of any kind to or with respect to any third party, including any manager, agent, attorney, representative, or service provider, in connection with any revenue earned by or payments made to you in connection with our Site; and
  • Eksperience is not responsible for any contributions, payments, taxes, or deductions for Social Security, retirement benefits, unemployment insurance, annuities, or pension or welfare fund payments required by law or any labor union, or any withholding or taxes (other than Sales Tax Eksperience collects in relation to a purchase).
• Payment
  • You agree to register with the third party payment provider selected by Eksperience, which Eksperience may change in its sole discretion. You may not use a payment provider other than the one selected by Eksperience. You will provide the payment provider any information required in order to receive payments via the payment provider, e.g., information about the bank account that you own at a regulated financial institution. Any payments due to you from Eksperience will be made via the payment provider. If available, you may transfer funds from your Eksperience account to your bank account by submitting a payment request. Your request will be processed by the payment provider. If not available, Eksperience will submit the payment request, for processing by the payment provider. In addition, Eksperience may, in its sole discretion, transfer funds from your Eksperience account to your bank account especially in the case of account inactivity. If you do not provide the payment provider with all required information, you may not be able to receive the payments due to you.
  • You agree that Eksperience will not be responsible for any damages, delays, losses, costs, expenses, or liabilities arising out of or in connection with your inability to receive payments as a result of your failure to provide such information
  • You acknowledge and agree that Eksperience does not operate, own, or control the payment provider; and your use of any payment provider is subject to the terms and privacy policies of that payment provider.
  • You agree that we are not responsible for any delay, failure, damage, or liability caused by a payment provider, any other third party, a force majeure, or your failure to timely or properly set up an account with the payment provider or otherwise provide requested information for payment. Other than with respect any payment to or deduction by the application platform (as set forth in Section 3.b). Eksperience will be responsible for fees, costs, and expenses incurred in connection with the payment provider selected by Eksperience.
  • Unless otherwise agreed by Eksperience in writing, you acknowledge and agree that you are solely responsible for any other fees, costs, and expenses, including with respect to your bank account and foreign exchange fees.
  • Notwithstanding anything to the contrary contained in these Terms, if Eksperience, in its sole discretion, believes that any fraud, money laundering, or other violation of law or regulation is taking place on or in connection with our Site, you acknowledge and agree that we may withhold, delay, or seek repayment of any payments we believe, in our sole discretion, are related to the violation.
• Currency
  Payments via the payment provider are in U.S. dollars unless the payment provider permits you to choose another currency and you do so.
• Fundraising
  If you identify any entity on your booking page or elsewhere on our Site as a charitable organization or a recipient of any funds that you are raising (each, a “Charity”), you: (i) represent and warrant that you will comply with all applicable laws and regulations relating to that identification or the Charity, including making disclosures, registering, or entering into any agreement, such as a commercial co-venturer agreement; (ii) acknowledge and agree that we have the right in our sole discretion to reject your identification or the Charity; (iii) represent and warrant that the Charity is and will remain in good standing at all times the identification is used, that within 48 hours of your receipt of our request, you will provide us with written evidence of the Charity’s good standing and charitable status in all applicable jurisdictions, and that you will promptly remove the identification if the Charity ceases to be in good standing; (iv) represent and warrant that you will be responsible for making any payment to the Charity (unless we expressly agree in writing in advance to do so on your behalf and in satisfaction of our payment obligations to you under these Terms); and (v) represent and warrant that you have all rights necessary to authorize use of the Charity’s name and logo in connection with (and on) our Site, in the identification, and in any social and other media. You further acknowledge and agree that we may add a statement to your booking page disclaiming a connection between Eksperience and the Charity, as we determine in our sole discretion.

Talent Content​

• License Grant to Talent Content
  Our Site allows you to upload, submit, store, send, transmit, approve, and receive content and data, including your Eksperiences and Promotional Materials (collectively, “Talent Content”). When you upload, submit, store, send, transmit approve, or receive Talent Content to or through our Site, you grant to us a non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license in any and all manner and media, whether now known or hereinafter invented or devised (including social media channels and third party websites and platforms), to use, reproduce, license, distribute, modify, adapt, publicly perform, publicly display, and create derivative works (for example, translations, adaptations, compilations, excerpts, or other modifications ) of your Talent Content and your name, image, and likeness for the purposes of operating and providing our Site, to develop and improve our products and services, and to advertise, market, and promote our Site, products, and services, and you agree that such Talent Content may, in Eksperience’s sole discretion, be used, including performed or displayed, in connection with any other elements, materials, copyrights, rights of publicity, or copyrighted materials. Please remember that third parties (including Users) may search for and see any Talent Content you submit to public areas of our Site. You agree that we may display advertising with or in connection with your Talent Content. You further acknowledge and agree that Eksperience has no obligation to you in connection with any advertising displayed on or in connection with our Site (including no obligation to share any revenue received by Eksperience as a result of any such advertising).
• License Grant to Users
  For all Eksperiences, you hereby grant to the User and the Recipient a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, and perpetual license to use, reproduce, distribute, and publicly display the Eskperiences, in each case, solely in accordance with the Site Terms, in any and all media, whether now known or hereafter invented or devised (including social media channels and third party websites and platforms).
• Right to Remove Eksperiences
  You acknowledge and agree that we cannot restrict the use of your Eksperiences or other offerings by the Users for whom you created them or by any third party with whom they have already been shared (including Recipients) and we have no obligation to remove those uses (including from social media channels or third party websites or platforms). If we do seek to remove content from Eksperiences from a social media channel or third party website or platform, we may notify you of our intent to do so. As owner of the copyright in your Talent Content, you hereby authorize Eksperience to act as your agent in order to submit any DMCA notice or other demand with respect to your Eksperiences. You will promptly notify us if you learn that any Eksperiences content is being used in violation of the Site Terms. We will reasonably cooperate with your efforts to address the violation. However, you acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to use of the Eksperiences for any reason, including if the use exceeds the license in Section 1a(ii) or otherwise violates the Site Terms.
• Licenses
  You may not sell, resell, commercialize, or encumber your rights in any Eksperiences, including creating a non-fungible token (“NFT”) from any Eksperiences except as agreed by Eksperience in writing. Please note that the licenses granted in this Section 4 are fully-paid and royalty free, meaning we do not owe you anything in connection with the use of your Talent Content, by us, Users, or third parties (including Recipients), other than the payment set forth in Section 3. We may exercise our rights under this license anywhere in the universe. We may sublicense our rights as needed to provide and promote our Site or otherwise in accordance with these Terms, and Users may sublicense their rights subject to the Site Terms. Finally, the licenses granted in this Section 4 are perpetual, meaning that the rights granted under these licenses continue even after you stop using our Site.
• Talent Content Representations and Warranties
  You represent and warrant to Eksperience and the User that:
  • you own all rights in and to your Talent Content and Feedback (defined below) and that you have the right to grant the rights described in these Terms;
  • you have paid and will pay in full any fees, royalties, or other payments that are due or may become due in connection with any use of your Talent Content and Feedback by us, Users, or third parties (including Recipients) as described in these Terms;
  • your agreement to, and provision of services under, these Terms does not violate any agreement that you may have with any third party;
  • your Talent Content and Feedback does not infringe, misappropriate, or otherwise use without necessary authorization, any intellectual property, privacy, publicity, moral, or other rights of any third party, or violate any law, regulation, or court order;
  • you will not post or make publicly available any Eksperiences that the User has requested not be posted to your booking page;
  • you will not contact, respond to, or communicate with any User that you meet on or through our Site, except as expressly permitted through our Site.
  • you will not provide your contact information to any User or send merchandise or anything else to a User other than as permitted by these Terms;
  • you will not edit, change, modify, or remove the watermark from any Eksperiences or assist or encourage any third party to do so;
  • you will not ask us for permission or to assist you with the actions prohibited by Sections 4.e(v) through 4.e(viii); except for Eksperiences that you choose to remake (at no additional cost to the User and with no additional payment due from us) if you receive a review of three stars or less, you will not remake any Eksperiences unless asked by us to do so; and
  • any autographs provided by you will be authentically yours.
• Treatment of Talent Content
  Any Talent Content is non-confidential, non-proprietary, and must not contain or include any information which you do not have the right to disclose or that you do not wish to be disclosed. We will not be responsible or liable for any use or disclosure of Talent Content, including any personal information included in that Talent Content. You acknowledge and agree that your relationship with us is not a confidential, fiduciary, joint-venture, employer/employee, agency, or other type of special relationship, and that your decision to participate in our Site or submit any Talent Content does not place us in a position that is any different from the position held by members of the general public, including with regard to your Talent Content. None of your Talent Content will be subject to any obligation of confidence by us, Users, or third parties (including Recipients), and we will not be liable or responsible for any use or disclosure of any Talent Content.
• Refusal and Removal of Talent Content
  We may refuse to accept or transmit Talent Content for any reason without notice to you. We may remove Talent Content from our Site for any reason without notice to you.
• Cancellation of Site Account
  If you cancel your Site account, as noted in Section 6.c, we have no obligation as to any use of your Eksperiences or any content therefrom by the Users for whom you created them or by any third party with whom they have already been shared (including Recipients) (including from social media channels or third party websites or platforms).

Ownership​

• Other than Talent Content, we or our licensors own all right, title, and interest in and to: (i) our Site and the “look and feel” of our Site, including all software, ideas, processes, data, text, media, HTML/CSS, Javascipt, visual design elements, and other content available on our Site (individually, and collectively, “Eksperience Content”); and (ii) our trademarks, logos, and brand elements (“Marks”). Our Site, Eksperience Content, and Marks are each protected under U.S. and international laws. You may not duplicate, copy, sell, resell, commercialize, or reuse any portion of Eksperience Content or Marks without our prior express written consent. You acknowledge and agree that each request or message from a User is a Submission (as defined in the Site Terms) owned by the User who created it.
• Eksperience desires to avoid the possibility of misunderstandings if a project developed by us, our employees, or our contractors might seem similar to material submitted to us by you or a third party. To the extent you submit any ideas, suggestions, proposals, plans, or other materials related to our business (individually, and collectively, “Feedback”), you acknowledge and agree that you are submitting that Feedback at your own risk and that Eksperience has no obligation (including of confidentiality or privacy) with respect to your Feedback, and you grant to Eksperience a non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license, in any and all manner and media, whether now known or hereinafter invented or devised, to reproduce, license, distribute, modify, adapt, publicly perform, publicly display, create derivative works of, and otherwise use and exploit in any manner (including commercially), any and all Feedback.
• You hereby waive any and all moral rights or “droit moral” that you may have in Talent Content or Feedback, and you represent and warrant that no third party has any moral, “droit moral” or other rights in the Talent Content or Feedback.

Additional Terms​

Some products or services offered through the Site may have additional terms and conditions (“Additional Terms”). If Additional Terms apply, we will make them available for you to read in connection with that product or service. By using that product or service, you agree to the Additional Terms. To the extent that the Additional Terms conflict with any of these Terms, these Terms will govern unless the Additional Terms say that all or some of these Terms don’t apply.

Eligibility​

• Age
  You must be at least 13 years old (or, outside of the United States, the applicable legal age to enter into a contract) to use our Site. If you are a minor or under the age of majority in your state of residence, your parent or legal guardian must agree to these Terms on your behalf and you may access and use our Site only with permission from your parent or legal guardian.
• National College Athletic Association (“NCAA”) and Other Amateur Organizations
  If you are or may become subject to NCAA rules and regulations or those of any other association, group, authority or organization, you represent and warrant that you have checked the rules and regulations to verify and confirm that your participation on our Site does not or will not affect your current or future eligibility with respect to any such association, group, authority or organization and you will indemnify and hold harmless Eksperience against any violations of any association rules or claims stemming therefrom.
• Eligibility Representations and Warranties
  You represent and warrant that:
  • you have not been prohibited from using or accessing any aspect of our Site by us or pursuant to any applicable law or regulation;
  • you will comply with all applicable terms of any third party payment provider we select, and you are not on a prohibited list of that payment provider;
  • if you include an animal in any Experiences, you will cause no harm to the animal and will comply with all applicable laws and regulations;
  • you (and any Site account that you created or control) have not been previously banned or removed from our Site for any reason; and
  • you are not a convicted sex offender.
• Export Control
  You may not use, export, import, or transfer any part of our Site except as authorized by United States law, the laws of the jurisdiction in which you use or access our Site, or any other applicable laws. In particular, but without limitation, no part of our Site may be exported or re-exported: (i) into any country embargoed by the U.S.; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List. By using our Site, you represent and warrant that: (x) you are not located in a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country; and (y) you are not listed on any U.S. government list of prohibited or restricted parties. You also will not use our Site for any purpose prohibited by law. You acknowledge and agree that products, services, and technology provided by Eksperience are subject to the export control laws and regulations of the U.S. You will comply with those laws and regulations and will not, without prior U.S. government authorization, export, re-export, or transfer Eksperience products, services, or technology, either directly or indirectly, to any country in violation of those laws and regulations.

Copyright and Intellectual Property Policy​

• Digital Millennium Copyright Act Notice: We respond to notices of alleged copyright infringement and terminate access to our Site for repeat infringers. If you believe that your material has been copied in a way that constitutes copyright infringement, please forward the following information to the Copyright Agent named below:
  • your address, telephone number, and email address;
  • a description of the work that you claim is being infringed;
  • a description of the material that you claim is infringing and are requesting be removed along with information about where it is located;
  • a statement that you have “a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law”;
  • an electronic or physical signature of the copyright owner (or a person authorized to act for the copyright owner); and
  • a statement by you, made under penalty of perjury, that the information you are providing is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.

Copyright Agent:
Eksperience LLC
c/o Weiss, Di Giovanni, & Gilligan LP
8076 W Sahara Ave Suite B
Las Vegas, NV 89144

info@eksperience.net

If you do not follow these requirements, your notice may not be valid. Please note, only notices of alleged copyright infringement should be sent to our Copyright Agent.

• Termination Policy
  If we determine that you are a repeat infringer, we may terminate your access to our Site, remove or ban you (and any Site account you created or control), and take other appropriate action in our sole discretion.

Privacy​

Your privacy is important to us. Our Privacy Policy explains how we collect, use, and share personal information and other data. By using our Site, you agree to our Privacy Policy.

Third Party Content and Interactions​

Our Site may contain features and functionalities that link to or provide you with access to third party content, that is completely independent of Eksperience, including Eksperiences, websites, platforms, directories, servers, networks, systems, information, databases, applications, software, programs, products or services, and the Internet in general. The contents of Eksperiences and other offerings that allow interactions with third parties, including Users, on our Site are the sole responsibility of the people involved in those interactions. Eksperience is not responsible for the content of the interactions you may have with third parties through Eksperiences or other offerings. However, Eksperience may, in its sole discretion, intercede in selected interactions and you will reasonably cooperate with Eksperience if it does so. You acknowledge and agree that Eksperience will not be responsible for any damages, losses, costs, expenses, or liabilities incurred as the result of such interactions, including any requests or Submissions from Users. You agree to contact Users about matters relating to our Site only through the Site. You hereby release each Eksperience Party (defined below) from claims, demands, and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such interactions or our Site. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 (AND ANY OTHER SIMILAR APPLICABLE STATE STATUTE), WHICH PROVIDES: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

Business Relationship with Eksperience​

• You and Eksperience agree and declare you and Eksperience are in a direct business relationship and the relationship between the parties, including these Terms, is solely an independent contractor relationship. It is the parties’ express intent that their relationship be interpreted and held to be that of independent contractor for all purposes. You acknowledge and agree that you are not a joint venturer, franchisee, partner, agent, or employee of Eksperience, and will not represent yourself as such. As an independent contractor using our platform to provide marketing, artistic, writing, and photography services to Users, you are solely and exclusively responsible for determining the manner, method, details, and means of your performance under these Terms and you acknowledge and agree that we do not control those elements of your performance. You also retain the option to accept, decline, or ignore any User request. We have no right to, and will not, control the manner or determine the method of accomplishing your performance. You represent and warrant that you are customarily engaged in an independently established trade, occupation, or business.
• You represent and warrant that as between Eksperience and you (whether a Talent User, parent or legal guardian of a Talent User, an Organization, Affiliated Talent, or otherwise), you assume sole liability for and will pay or cause to be paid all applicable contributions, payments, taxes, and deductions for Social Security, retirement or other benefits, healthcare insurance, unemployment insurance, annuities, pension and welfare fund payments required by law, regulation, or any labor union, and all withholding and income taxes, and make any reports required as a result of participation on our Site under these Terms.
• You will use your own equipment to perform your obligations under these Terms.
• You are solely responsible for making any disclosure required by any applicable law, regulation, court order or any agreement you may have with any third parties to any person or entity regarding your performance under these Terms.
• Your relationship with Eksperience is non-exclusive, meaning that you may provide similar services to third parties, including Eksperience’s competitors, and you may engage in other business or employment activities. Similarly, we can and do engage third parties to provide services similar to those that you may provide under these Terms.

Links​

Our Site may contain links to social media platforms or third party websites. You acknowledge and agree that: (a) the link does not mean that we endorse or are affiliated with the platform or website; and (b) we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to your use of the platform or website. You should always read the terms and conditions and privacy policy of a platform or website before using it.

Changes to our Site​

You acknowledge and agree we may change or discontinue any aspect of our Site at any time, without notice to you.

Termination and Reservation of Rights​

You may cancel your Site account at any time by contacting a member of the Eksperience team at info@eksperience.net. We reserve the right to terminate access to our Site to any person, including you, at any time, for any reason, in our sole discretion. If you violate any of these Terms, your permission to use our Site automatically terminates.

Disclaimers and Limitations on our Liability​

• You acknowledge and agree that your use of our Site is at your own risk and that our Site is provided on an “as is” and “as available” basis. To the extent permitted by applicable law, the Eksperience Parties disclaim all warranties, conditions, and representations of any kind, whether express, implied, statutory, or otherwise, including those related to merchantability, fitness for a particular purpose, non-infringement, and arising out of course of dealing or usage of trade.
• In particular, the Eksperience Parties make no representations or warranties about the accuracy or completeness of content available on or through our Site or the content of any social media platform or third party website linked to or integrated with our Site. You acknowledge and agree that the Eksperience Parties will have no liability for any: (i) errors, mistakes, or inaccuracies of content; (ii) personal injury, property damage, or other harm resulting from your access to or use of our Site; (iii) any unauthorized access to or use of our servers, any personal information, or user data; (iv) any interruption of transmission to or from our Site; (v) any bugs, viruses, trojan horses, or the like that may be transmitted on or through our Site; or (vi) any damages, losses, costs, expenses, or liabilities of any kind incurred as a result of any content or the use of any content posted or shared through our Site.
• You acknowledge and agree that any material or information downloaded or otherwise obtained through our Site, including a User request, is done at your own risk and that you will be solely responsible for any damages, losses, costs, expenses, or liabilities arising from or in connection with doing so. No advice or information, whether oral or written, obtained by you from us or through our Site, including through Eksperiences, will create any warranty not expressly made by us.
• You acknowledge and agree that when using our Site, you will be exposed to content from a variety of sources, and that Eksperience is not responsible for the accuracy, usefulness, safety, legality, or intellectual property rights of or relating to any such content. You further understand and acknowledge that you may be exposed to content that is inaccurate, offensive, indecent, objectionable, or harassing, and you agree to waive, and do hereby waive, any legal or equitable rights or remedies you have or may have against any Eksperience Party with respect thereto.
• To the fullest extent permitted by applicable law, you acknowledge and agree that in no event will any Eksperience Party be liable to you or to any third party for any indirect, special, incidental, punitive, or consequential damages (including for loss of profits, revenue, or data) or for the cost of obtaining substitute products, arising out of or in connection with these Terms, however caused, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not Eksperience has been advised of the possibility of such damages.
• To the maximum extent permitted by applicable law, our total cumulative liability to you or any third party under these Terms, including from all causes of action and all theories of liability, will be limited to and will not exceed the fees actually received by Eksperience from you during the 12 months preceding the claim giving rise to such liability.
• Certain jurisdictions do not allow the exclusion or limitation of certain damages. If those laws apply to you, some or all of the above exclusions or limitations may not apply to you, and you might have additional rights.
• You agree that the limitations of damages set forth above are fundamental elements of the basis of the bargain between Eksperience and you.

Indemnification​

You agree to indemnify, defend, and hold harmless Eksperience and its parents, subsidiaries, affiliates, officers, employees, directors, shareholders, representatives, contractors, members, agents, partners, and licensors (each, an “Eksperience Party, “ and collectively, “Eksperience Parties”) from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including reasonable attorneys’ fees and costs) of any kind or nature, arising from, out of, in connection with, or relating to: (a) these Terms; (b) use of our Site; (c) your negligence, misconduct, or fraud; (d) any action or inaction by you or anyone acting on your behalf; (e) any Organization or Affiliated Talent; (f) any Charity; (g) your status as a parent or legal guardian of a Talent User; (h) Talent Content; (i) Feedback; or (j) your eligibility with the NCAA or any other association, group, authority, or organization referenced in Section 7.b. Eksperience may select counsel and control the defense of any claim that you are indemnifying. You will reasonably cooperate with us in connection with any claim.

Arbitration Agreement and Waiver of Certain Rights​

• Arbitration
  You and Eksperience agree to resolve any disputes between you and Eksperience through binding and final arbitration instead of through court proceedings. You and Eksperience each hereby waive any right to a jury trial of any controversy, claim, counterclaim, or other dispute arising between you and Eksperience relating to these Terms or our Site (each a “Claim,” and collectively, “Claims”). Any Claim will be submitted for binding arbitration in accordance with the Rules of the American Arbitration Association (“AAA Rules”). The arbitration will be heard and determined by a single arbitrator. The arbitrator’s decision will be in writing, will include the arbitrator’s reasons for the decision, will be final and binding upon the parties, and may be enforced in any court of competent jurisdiction. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions, and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies.
• Costs and Fees
  If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Eksperience will pay as much of the administrative costs and arbitrator’s fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.
• No Preclusions
  This arbitration agreement does not preclude you or Eksperience from seeking action by federal, state, or local government agencies. You and Eksperience each also have the right to bring any qualifying Claim in small claims court. In addition, you and Eksperience each retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request will not be deemed to be either incompatible with these Terms or a waiver of the right to have disputes submitted to arbitration as provided in these Terms.
• No Class Representative or Private Attorney General
  Each of you and Eksperience agree that with respect to any Claim, neither may: (i) act as a class representative or private attorney general; or (ii) participate as a member of a class of claimants. You agree that no Claim may be arbitrated on a class or representative basis. The arbitrator can decide only individual Claims (whether brought by you or Eksperience). The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.
• Severability/No Waiver/Survival
  If any provision of this Section 17 is found to be invalid or unenforceable, that provision will be deemed appropriately modified to give effect to the intent of the provision or, if modification is not possible, will be severed and the remainder of this Section 17 will continue in full force and effect. No waiver of any provision of this Section 1 will be ef7fective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver will not waive or affect any other provision of these Terms. This Section 17 will survive the termination of your relationship with Eksperience.
• 30-Day Opt-Out Right
  You have the right to opt out of the provisions of this Arbitration Agreement by sending, within 30 days after first becoming subject to this Arbitration Agreement, written notice of your decision to opt out to the following address: Eksperience LLC, c/o Weiss, Di Giovanni, & Gilligan LLP, 8076 W Sahara Ave Suite B, Las Vegas, NV 89117. Your notice must include your name and address, any usernames, each email address you have used to set up an account on our Site, and an unequivocal statement that you want to opt out of this Arbitration Agreement. You agree that if you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
• LIMITATIONS
  This Section 17 limits certain rights, including the right to maintain certain court actions, the right to a jury trial, the right to participate in any form of class or representative claim, the right to engage in discovery except as provided in AAA rules, and the right to certain remedies and forms of relief. In addition, other rights that you or Eksperience would have in court may not be available in arbitration.

Other Provisions​

• Force Majeure
  Under no circumstances will any Eksperience Party be liable for any delay or failure in performance due in whole or in part to any acts of God (such as earthquakes, storms, floods, etc.), epidemics, natural disasters, unavoidable accidents, cybersecurity incidents, internet or communication service interruptions, laws, rules, regulations or orders of government authorities, acts of war (declared or not), terrorism, hostilities, blockades, civil disturbances, embargoes, strikes, or any other event or cause beyond the reasonable control of any Eksperience Party.
• Choice of Law and Jurisdiction
  These Terms will be governed by and construed in accordance with the laws of the State of Nevada, without giving effect to any conflict of laws rules or provisions. You agree that any action of whatever nature arising from or relating to these Terms or our Site will be filed only in the state or federal courts located in Clark County and Las Vegas, Nevada, as applicable. You consent and submit to the personal jurisdiction of such courts for the purposes of any such action.
• Severability
  If any provision of these Terms is found to be invalid or unenforceable, that provision will be deemed appropriately modified to give effect to the intent of the provision or, if modification is not possible, will be severed from these Terms and will not affect the enforceability of any other provision.
• No Waiver or Amendment
  The failure by Eksperience to enforce any right or provision of these Terms will not prevent Eksperience from enforcing such right or provision in the future and will not be deemed to modify these Terms. You agree that you have no power to modify these Terms without the prior written consent of Eksperience.
• Assignment
  Eksperience may, at any time, assign its rights and obligations under these Terms, including to an affiliated entity or in connection with a sale of assets, merger, acquisition, reorganization, bankruptcy, other transaction, or by operation of law.
• Miscellaneous
  The term “including” in these Terms will be interpreted broadly and will mean “including, without limitation.” Titles are for convenience only and will not be considered when interpreting these Terms.

Changes to these Terms​

We may change these Terms. If we do, we will post the revised Terms on our Site and update the “Last Updated” date at the top of these Terms. The revised Terms will be effective immediately if you accept them (for example, by agreeing when you create an account or login to an existing account, or using or continuing to use our Site after the revised Terms have been posted); otherwise, they will be effective 30 days after posting.

Additional Talent Terms​

We may change these Terms. If we do, we will post the revised Terms on our Site and update the “Last Updated” date at the top of these Terms. The revised Terms will be effective immediately if you accept them (for example, by agreeing when you create an account or login to an existing account, or using or continuing to use our Site after the revised Terms have been posted); otherwise, they will be effective 30 days after posting.

PLEASE READ THE FOLLOWING CAREFULLY. By offering the product or service, you agree to the applicable additional terms that apply (which are Additional Terms as described in Section 6 of the Talent Terms of Service (“Talent Terms”)). These Additional Terms will be governed by, and are incorporated into, the Talent Terms. Terms that are defined in the Talent Terms or the Site Terms of Service (“Site Terms”) will have the same meaning in these Additional Terms.

From time to time, we may change these Additional Terms. If we do, we may give you notice by posting them on our Site and updating the “Last Updated” date. The revised Additional Terms will be effective immediately. By offering or using or continuing to offer or use the applicable product or service, you represent and warrant that you have read, understand, and agree to these Additional Terms.

EKSPERIENCE FEED AND SUBSCRIPTIONS​

Last Updated: July 8, 2022

1. Follower Feed
   You may post messages and other content to your follower feed (“Feed”). Users may also post, view, reply to, or “like” such content in your Feed (each such message, reply, like, or other content is a “Message”).
2. Paid Features
   You may offer your Followers the opportunity to subscribe to other features such as VIP membership (each, a “Paid Feature”), which may also include the ability to post Messages. You will participate and interact with your subscribers in a manner consistent with your promises to those subscribers, the Talent Terms, including these Additional Terms.
3. Payment
   • Membership in your Feed is free; there is no compensation to you.
   • Except as specified by Eksperience, you set your price for a Paid Feature (subject to any minimum that we specify), provided your price on the App for iOS must be an available Apple SKU.
   • If you offer a Paid Feature, we will pay you 80% of the price actually received by Eksperience from each User after subtracting any payment to, or deduction by, the application platform, on the same terms as in Section 2.b of the Talent Terms. Unless otherwise specified by Eksperience, we will pay you monthly, one month after the payment is received by us.
4. Acknowledgement
   You acknowledge and agree that:
   • Your Feed and any Paid Feature is open to any User. Your Messages will not be private and you will not share or disclose any personal, private, or sensitive information relating to you or a third party;
   • you hereby grant to each User the following limited rights to use your Messages solely for their own personal, non-commercial, and non-promotional purposes, subject to these Additional Terms: a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, revocable license to use, reproduce, distribute, and publicly display those Messages only on social media platforms and personal websites; in text and email messages; and in other personal storage media; and, you may use Messages created by Users in the same manner; in addition, you may use Messages to promote your participation on our Site;
   • each Message you create is Talent Content under the Talent Terms;
   • each Message is subject to the Acceptable Use Policy / Community Guidelines;
   • if you believe that a User or Follower Feed activity has violated the Acceptable Use Policy / Community Guidelines, you may notify Eksperience in writing at info@eksperience.net
   • Eksperience may monitor any Paid Feature, Feed activity, and Messages, and Eksperience retains the right, in its sole discretion, to cancel any subscription or other Paid Feature; and
   • Eksperience will not be responsible or liable for any Message from any User or any Talent Content (including any Message from you).

LIVE EKSPERIENCES​

Last Updated: July 8, 2022

1. Live Eksperiences
   • If you schedule or accept a booking request for live Eksperiences, you agree to participate in the event, for the length of the event, as scheduled and described in the details on the Site (“Event”).
   • You may not record, capture, screenshot, use, publish, reproduce, distribute, display, post, or share any portion of the Event, except using functionality that Eksperience may make available to you on the Site. A User may end their participation in the Event at any time. Eksperience reserves the right to monitor the Event and may cancel or end the Event or any User’s participation in the Event at any time, in its sole discretion. Eksperience will not be responsible for refunds to any participating User.
2. Payment
   Subject to your compliance with these Additional Terms, we will pay you 80% of any sales (or, for an Event booked by a User, the booking fee) received by Eksperience after subtracting any payment to, or deduction by, the application platform on the same terms as in Section 2.b of Talent Terms of Service.
3. Acknowledgement
   You acknowledge and agree that:
   • any materials, performances, participation (including any chat, comment, statement, audio, image, video, element, or other communication), or other content that you provide in connection with your participation in the Event (“Event Content”) is Talent Content under the Talent Terms;
   • Eksperience may make and maintain a recording of the Event for its use. Event Content will not be private and you will not share or disclose in an Event any personal, private, or sensitive information relating to you or a third party;
   • Eksperience may make available (either for free or for purchase) merchandise and memorabilia, including screenshots and NFTs, related to the Event. Subject to these Additional Terms and any additional terms which Eksperience may impose, Eksperience grants you a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, revocable license to use, reproduce, distribute, and publicly display any such merchandise or memorabilia that Eksperience provides to you, solely for your own personal, non-commercial, non-promotional purposes, on social media platforms and personal websites, in text and email messages, and in other personal storage media;
   • to the extent you offer an Event that includes music (including a musical performance):
   • you have or will secure any necessary rights, authorizations, and permissions, including the right to reproduce, publicly perform, and communicate to the public any and all sound recordings and musical works embodied in the Event Content, on a “through-to-the-audience basis”, royalty-free, without the obligation to pay royalties to any third party, including: the owner of copyright in a sound recording (e.g., a record label) or a musical work (e.g., a music publisher); a performing rights organization (“PRO”) (e.g., ASCAP, BMI, SESAC); a sound recording PRO (e.g., SoundExchange); any unions or guilds; engineers; producers; and any other participants involved in the Event Content; and
   • if you are a composer or author of a musical work and are affiliated with a PRO, you will notify the PRO of the royalty-free license you are granting to Eksperience under these Additional Terms and are solely responsible for complying with the PRO's reporting and other obligations.
   • in addition to the rights you grant under the Talent Terms, you grant to Eksperience an exclusive, including exclusive as to you, royalty-free, fully paid, unlimited, universal, transferable, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license, in any and all manner and media, whether now known or hereinafter invented or devised, to use your name, image, voice, appearance, performance, likeness, and other personal attributes and characteristics from and relating to the Event for any purpose, including in or in connection with advertising, marketing, or promotion; and
   • Eksperience will not be responsible or liable for any Event, Event Content, or content from any Event participant.

PAID DIRECT MESSAGES​

Last Updated: July 8, 2022

1. You may choose to offer Users the opportunity to send you a paid direct message as permitted through the Site (if the feature is available).
   • If you choose to do so, a User may send you:
     • a User-created message (for example, a message of up to a specified number of characters, a video file of up to specified size, etc.) (each such message, and any response, a “Message”); or
   • When a User sends you a Message, you may, but have no obligation to, respond. In addition, you may close out the thread at any time.
   • Any additional Message sent by the User will be at the applicable price.
2. Payment
   • You set your price for a Message, provided your price on the App for iOS must be an available Apple SKU.
   • We will pay you 80% of the applicable price actually received by Eksperience for each paid Message after subtracting any payment to, or deduction by, the application platform (e.g., Apple deducts a 30% commission) on the same terms as in Section 2.b.
3. Acknowledgement
   You acknowledge and agree that:
   • each Message you create is Talent Content under the Talent Terms and each Message from a User is a Submission owned by the User who created it
   • each Message (whether created by you or a User) is subject to the Acceptable Use Policy / Community Guidelines;
   • you grant to each User the right to use each Message you create a non-exclusive, royalty-free, fully paid, worldwide, subliscensable, and perpetual license to use, reproduce, distribute, and publicly display that Message, in each case, solely in accordance with the Site Terms and these Additional Site Terms in any and all media, whether now known or hereafter invented or devised (including social media channels and third party websites and platforms); and
   • Eksperience will not be liable or responsible for any Submission (including any Message from the User) or any Talent Content (including any Message you send).

EKSPERIENCE CALLS​

Last Updated: July 8, 2022

1. You may choose to offer Users the opportunity to participate in a Eksperience Calls real-time video chat (each, a “Call”).
   • The details of a Call will be specified on the Call booking page (“Call Details”), including:
     • the approximate length;
     • any limits on the number of or criteria for each User and any individuals included by a User who can participate in the Call (collectively, “Participants”), for example, a maximum number of Participants per Call;
     • any participation criteria;
     • any booking fee; and
     • any other conditions, limitations, restrictions, or information.
   • If you choose to take a Call, you agree to participate in the Call as described in the Call Details.
   • A User may end a Call at any time. If a Call is ended due to a violation of the Acceptable Use Policy / Community Guidelines you will promptly notify Eksperience in writing at info@eksperience.net. If you end a Call earlier than scheduled for any other reason, we may discuss with you an appropriate adjustment of the payment made to you.
   • Eksperience works with a third party technology partner, to enable Calls. By offering a Call, you acknowledge and agree to its privacy policy and any other of its terms applicable to Calls. You will use any other communication, scheduling, or other platform, software, or app designated by Eksperience for Calls and will comply with any applicable terms and privacy policies.
   • Eksperience retains the right, in its sole discretion, to cancel any request from a User.
   • No payment will be made to you if you do not participate in the Call as set forth in these Additional Terms and in the Call Details.
2. Payment
   • On completion of each paid Call, we will pay you 80% of the applicable price actually received by Eksperience after subtracting any payment to, or deduction by, the application platform on the same terms as in Section 2.b of the Talent Terms.
   • No payment will be made to you if you do not participate in the Call as set forth in these Additional Terms and in the Call Details.
3. Acknowledgement
   You acknowledge and agree that:
   • Eksperience may take a photo of you and the User during a Call (“Call Photo”), which will be made available to you at the end of that Call;
   • any materials, rights of publicity, performances, participation (including any chat, comment, statement, audio, image, your image in the Call Photo and any other photo, video, element, or other communication), or other content that you provide in connection with your participation is Talent Content under the Talent Terms;
   • Talent Content will not be private and you should not share or disclose any personal, private, or sensitive information relating to you or a third party;
   • you may not record a Call in any way;
   • you may use a Call Photo solely for your own personal, non-commercial, and non-promotional purposes. Any such use is (subject to these Additional Terms): a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, revocable license to use, reproduce, distribute, and publicly display a Call Photo only on social media platforms and personal websites; in text and email messages; and in other personal storage media;
   • in addition to the Talent Terms, Talent Content is subject to the Acceptable Use Policy / Community Guidelines and may not, among other things:
   • violate, infringe, or misappropriate the intellectual property, privacy, publicity, moral or “droit moral,” or other legal rights of any third party; or
   • communicate anything that is, or that incites, promotes, facilitates, or encourages action that is, explicitly or implicitly: offensive, dangerous, gratuitously violent, defamatory, illegal (including illegal gambling, games of chance, sweepstakes, or contests), a violation of law or the rights of any third party, abusive, harassing, threatening, hateful, racist, derogatory, harmful to any reputation, pornographic, indecent, profane, obscene, or otherwise objectionable (including nudity);
   • in addition to the rights you grant under the Talent Terms, in connection with each Call you grant:
   • to each User, subject to such User’s payment in full, the following limited rights to use your Call Photo solely for their own personal, non-commercial, and non-promotional purposes, subject to these Additional Terms: a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, revocable license to use, reproduce, distribute, and publicly display the User’s Call Photo only on social media platforms and personal websites; in text and email messages; and in other personal storage media;
   • to Eksperience an exclusive (including exclusive as to you, but excluding the license granted to any platform or media as set out below), royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license in any and all manner and media, whether now known or hereinafter invented or devised to use, publish, reproduce, record, modify, edit, and display your name, image, voice, appearance, performance, likeness, and Talent Content, including in or in connection with advertising, marketing, promoting, republishing, rebroadcasting, and re-airing the Call and the Call Photo;
   • to any platform or media on which your Talent Content is stored, performed, recorded, republished, rebroadcast, re-aired, or displayed any rights necessary or required by the platform or media in order to store, perform, record, republish, rebroadcast, re-air, or display your Talent Content; and
   • the right to record the Call and Call Photo and to edit or modify them and your Talent Content (for example, add music or captions, capture screenshot or excerpts, or otherwise). The recordings and your Talent Content (for example, an edited or modified version thereof) may be included in a compilation with content from or featuring others;
   • if you believe that a User, another Participant or an Call activity has violated the Acceptable Use Policy/Community Guidelines, you will promptly notify Eksperience in writing at info@eksperience.net;
   • Eksperience may monitor any Call, and Eksperience retains the right, in its sole discretion, to cancel any Call or block any User; and
   • Eksperience will not be responsible or liable for any Submission or Talent Content (including from a User, another Participant or another Talent User).

TALENT STORE AND SIGN MY STUFF​

Last updated: July 8, 2022

1. Talent Store
   • You may choose to collaborate with Eksperience to design, create, produce, or offer for sale custom apparel, physical goods, autographs, and other non-digital merchandise dedicated to you and customized with your Talent Content, excluding all other Eksperience products, services, software, or digital assets (“Talent Merchandise”).
   • Approval and Exclusivity
     • If you approve an order form or rate sheet in writing, including by email, or otherwise through the Eksperience platform (the “Order Form”), you appoint Eksperience as the exclusive printer of the Talent Merchandise identified in the Order Form, customized with the Talent Content you specify (each, a “Talent Product”) and exclusive seller and distributor of the Talent Products you choose to offer, as seller, through the Site, including through your booking page (the “Talent Store”).
   • An Order Form shall automatically renew and be extended year to year for successive one-year Terms, until the Order Form is terminated under Section 9 below.
2. Eksperience Responsibilities
   • Talent Products
     • Eksperience will arrange for the manufacture, printing, sale, and distribution of the Talent Products, customized with the Talent Content you specify as identified in the Order Form. For the avoidance of doubt, Talent Content includes any modifications Eksperience makes to Talent Content that have been mutually agreed in writing.
   • Design Services
     • Unless the Order Form specifies in writing that the Talent Content you provide is the entire design, Eksperience will provide design services that include developing content or other materials (“Design Materials”) to be included on Talent Product.
3. Your Responsibilities
   • Talent User Design
     • If the Order Form indicates or you otherwise agree in writing to provide the entire design for Talent Products, you will be solely responsible for the design, subject to these Additional Terms, and the entire design will be Talent Content.
   • Promotion
     • During the Term for so long as the Talent Store remains available, you agree to use commercially reasonable efforts to promote the Talent Store and Talent Products subject to the Order Form and Talent Terms, including the Acceptable Use Policy / Community Guidelines.
   • Autographs
     • You will exercise due care and caution when handling goods shipped to you as part of Sign My Stuff and take full responsibility for any damage or item loss you cause to such items, indemnifying and holding harmless the Eksperience partners from any Claims due to such damage or item loss.
   • License; Legal Clearances.
   • In addition to the rights you grant to Talent Content under Section 4.a. of the Talent Terms, you grant to Eksperience:
     1. A non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license in any and all manner and media, whether now known or hereinafter invented or devised (including social media channels and third party websites and platforms), to use, reproduce, license, distribute, modify, adapt, publicly perform, publicly display, your name, image, appearance, likeness, and other personal attributes and characteristics, as well as the name of your organization (“Talent IP”) in connection with creating, printing, advertising, marketing, promoting, and distributing Talent Products and the Talent Store; and
     2. A right to use (in whole or in part), cut, edit, crop, copy, display, rearrange, and create derivative works of your Talent Content and Talent IP for any purpose related to these Additional Terms.
   • Eksperience may continue to use your Talent Products, Talent Content, and Talent IP (to the extent incorporated in Talent Products or Talent Content) indefinitely for non-public purposes and for marketing and advertising, including featuring Talent Products and Promotional Material on the Site, Eksperience’s social media accounts, and in emails and other marketing materials.
   • To the extent your Talent Content or Talent IP includes any names, likeness, logos, copyrights, trademark, intellectual property, or other material of a third party (collectively, “Third Party Materials”), you will be solely responsible for securing all necessary rights, authorizations, and permissions so that the Third-Party Materials can be used as contemplated by the Order Form and these Additional Terms (collectively, “Legal Clearances”).
     1. You may not provide any Talent Content or Talent IP containing Third Party Materials unless you have secured Legal Clearances.
     2. At our request, you will promptly provide written copies of Legal Clearances. Eksperience may, in its reasonable discretion (1) require you to modify or provide alternative Talent Content or Talent IP; or (2) provide additional Legal Clearances.
   • You remain solely responsible for Legal Clearances regardless of whether Eksperience has accepted or rejected them. Eksperience will not be responsible for any delays in connection with the Legal Clearance process or any Legal Clearance.
   • Tools
     • Eksperience may make available certain tools for your use, including online customization tools. You will comply with any applicable terms for each tool.
4. Talent Payments
   • Talent Payments
     • For each Talent Product sold, Eksperience will pay you the Talent Payment defined and stated on the Order Form within 30 days after the end of the month in which the sale was made. Eksperience may incur chargebacks and other costs relating to errors or other issues in delivery, payment processing, returns, or refunds for Talent Products (“Offsets”). Eksperience may, in its sole discretion, deduct Offsets associated with Talent Products from the Talent Payment.
5. Representations And Warranties
   • General
     • Talent User hereby represents and warrants that: Talent User has the authority to enter into these Additional Terms and to fully perform the obligations hereunder; and that Talent User will follow all applicable laws, rules, and regulations, including the Federal Trade Commission “Guides Concerning the Use of Endorsements and Testimonials in Advertising.”
   • Talent User
     In addition to the representations and warranties in the Talent Terms, you further represent and warrant that:
     • Talent Content, Talent IP, and other material provided by you or on your behalf does not violate applicable law or infringe any third party rights and complies with the Acceptable Use Policy / Community Guidelines; and
     • You will notify Eksperience of any claim that Talent Content, Talent IP, or other material provided by you or on your behalf infringes or violates applicable law or the rights of any third party (and you agree that Eksperience may remove any item(s) from any promotion channel, Talent Store, or the Site in Eksperience’s sole discretion).
   • Eksperience
     • Eksperience represents and warrants that it has the right and authority to grant rights in the Design Materials, excluding all Talent Content, Talent IP, and any other material provided by you, and that all Design Materials, excluding all Talent Content, Talent IP, and any other material provided by you, do not infringe the rights of any third party when used as authorized herein.
6. Indemnification
   • In addition to your indemnification obligations under Section 16 of the Talent Terms, you will also indemnify, defend, and hold harmless the Eksperience Parties from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including reasonable attorneys’ fees and costs) (each, a “Claim”) of any kind or nature, arising from, out of, in connection with, or relating to any breach of the Order Form or these Additional Terms by you or anyone acting on your behalf. Eksperience may select counsel and control the defense of any claim that you are indemnifying or are responsible for. You will reasonably cooperate with us in connection with any claim.
   • Eksperience will indemnify, defend, and hold you harmless from and against any Claim of any kind or nature, arising from, out of, in connection with, or relating to its breach of these Additional Terms. Eksperience may select counsel and control the defense of any claim that it is indemnifying. You will reasonably cooperate with us in connection with any claim.
7. Disclaimers and Limitation of Liability
   • You acknowledge and agree that except as set forth herein, your use of Design Materials and Eksperience Materials (defined below) is “as is” and without any representations or warranties of any kind, express, implied, statutory, or otherwise, including any warranty of non- infringement, merchantability, fitness for any particular purpose, quality, workmanship, or usefulness. Eksperience does not guarantee any minimum Talent Payments, sales, or level of success in connection with a Talent Store.
8. Ownership
   • Talent User
     • As between you and Eksperience, you will own all right, title, and interest in and to Talent IP. In addition to the authorization in the Talent Terms, you authorize Eksperience to act as your agent to submit any demand with respect to the use of Talent Content or Talent IP in connection with Talent Products, including requests to third parties to takedown or remove infringing materials under the Digital Millennium Copyright Act or similar laws. You will promptly notify Eksperience if you learn that any Talent Content or Talent IP is being used in violation of the Order Form or these Additional Terms, and Eksperience will reasonably cooperate with your efforts to address the violation.
   • Eksperience
     • As between you and Eksperience, Eksperience is the owner of all right, title, and interest in and to: (i) any personal or other data generated through the Site (which will be deemed Confidential Information of Eksperience), and all enhancements, modifications and improvements, and feedback thereto; and (ii) all content, data, artwork, trademarks, taglines, or other materials (including all derivative works of same) provided by or developed by Eksperience (or on its behalf) or used in connection with Talent Products, including Eksperience Content, Marks, and Design Materials (collectively, “Eksperience Materials”). You will have no right to use Eksperience Materials except with the prior written approval of Eksperience in each instance.
9. Termination
   • Either party may terminate the Order Form: for any reason, on 30 day written notice to the other; or on 5 day written notice if the other party breaches and fails to cure such breach (if curable) during such notice period.
   • Eksperience may terminate or suspend a Talent Store or one or more Talent Products for any reason in its sole discretion.
10. Effect of Termination
    • Survival. Sections 6, 7, 8, 10, 11 and 12 of these Additional Terms will survive expiration or termination of the Order Form.
    • Sell-Off Period
      • On expiration or termination of the Order Form, Experience will have a period of 30 days (“Sell-Off Period”) to fulfill orders made prior to the date of termination or expiration. At the end of the Sell-Off Period, Eksperience may, in its sole discretion: require you to purchase, at Eksperience’s reasonable cost, any custom inventory remaining; continue selling custom inventory; or dispose of or donate it.
11. Confidentiality
    • A party (the “Receiving Party”) will keep confidential the other party’s “Disclosing Party”) confidential or proprietary information that is designated in writing as Confidential or that should be reasonably understood to be confidential (collectively, “Confidential Information”), will not use Disclosing Party’s Confidential Information for any purpose other than fulfilling its obligations under an Order Form or these Additional Terms and will not disclose Confidential Information to a third party unless authorized by the Disclosing Party in writing.
    • Confidential Information includes, by way of example only, materials of a technical or creative nature, such as research and development, designs, specifications, computer code, patent applications, and other content relating to Eksperience’s products, services, processes, technology, or intellectual property rights; business information, such as non-public financial information, marketing and promotion concepts and plans, forecasts, profits, costs, sales, customers, and suppliers, contact information and other personal data; and the terms of the Order Form.
    • Confidential Information does not include information that, as shown by the Receiving Party’s contemporaneous records: is or has become generally known or available other than through an unauthorized disclosure; was known to the Receiving Party without obligation of nondisclosure before it was disclosed by the Disclosing Party; was independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or was received from a third party without breach of the Order Form or these Additional Terms or violation of the Disclosing Party’s rights.
    • Notwithstanding the foregoing, a party may disclose Confidential Information: (i) as required by law, provided the Receiving Party notify the Disclosing Party so that the Disclosing Party may seek a protective order; and (ii) to a party’s business and legal advisors who are under an obligation of confidentiality.
12. Insurance
    You, at your sole cost and expense, will have and maintain in effect at all times during the Term and for at least three years thereafter commercially reasonable levels of insurance consistent with reasonable industry practices and all insurance required by law in order to cover any actions, claims, or liabilities related to your contribution of Talent Content, Talent IP, and Third-Party Materials and promotion and sale of Talent Products. You will furnish Certificates of Insurance acceptable to Eksperience within 10 days upon request. In no event will any acceptance of insurance certificates by Eksperience, insurance maintained by Talent under this Section, or the lack or unavailability of any other insurance, limit, diminish, or relieve you in any way of the obligations and responsibilities of these Additional Terms.
13. Miscellaneous
    • If there is a conflict between these Additional Terms and any other Terms, these Additional Terms will control; if there is a conflict between the Order Form and these Additional Terms or any other Terms, the Order Form will control.
    • You may not assign your rights (except your right to payment) or obligations under these Additional Terms without Eksperience’s prior written consent.