1. Contractual Relationship

These Terms of Use ("Terms") govern your access or use, from within the United States and its territories and possessions, of the applications, websites, content, products, and services (the "Services," as more fully defined below in Section 3) made available in the United States and its territories and possessions by Agent Inc. and its parents, subsidiaries, representatives, affiliates, officers and directors (collectively, "Agent"). PLEASE READ THESE TERMS CAREFULLY, AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND AGENT. In these Terms, the words "including" and "include" mean "including, but not limited to."

By accessing or using the Services, you confirm your agreement to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services. These Terms expressly supersede prior agreements or arrangements with you. Agent may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.

IMPORTANT: PLEASE REVIEW THE ARBITRATION AGREEMENT SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH AGENT ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

Supplemental terms may apply to certain Services, such as policies for a particular event, program, activity or promotion, and such supplemental terms will be disclosed to you in separate region-specific disclosures in connection with the applicable Service(s). Supplemental terms are in addition to, and shall be deemed a part of, the Terms for the purposes of the applicable Service(s). Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services.

Agent may amend the Terms from time to time. Amendments will be effective upon Agent’s posting of such updated Terms at this location or in the amended policies or supplemental terms on the applicable Service(s). Your continued access or use of the Services after such posting confirms your consent to be bound by the Terms, as amended. If Agent changes these Terms after the date you first agreed to the Terms (or to any subsequent changes to these Terms), you may reject any such change by providing Agent written notice of such rejection within 30 days of the date such change became effective, as indicated in the "Effective" date above. This written notice must be provided either (a) by mail or hand delivery to our registered agent for service of process, c/o Agent Inc., 15615 Ventura Blvd Ste. #245, Sherman Oaks, CA 91403, or (b) by email from the email address associated with your Account to: change-dr@Agent.com. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to these Terms. By rejecting changes, you are agreeing that you will continue to be bound by the provisions of these Terms as of the date you first agreed to the Terms (or to any subsequent changes to these Terms).

Agent’s collection and use of personal information in connection with the Services is described in Agent’s Privacy Statements.

2. Arbitration Agreement

By agreeing to the Terms, you agree that you are required to resolve any claim that you may have against Agent on an individual basis in arbitration, as set forth in this Arbitration Agreement. This will preclude you from bringing any class, collective, or representative action against Agent, and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against Agent by someone else.

Agreement to Binding Arbitration Between You and Agent

You and Agent agree that any dispute, claim or controversy arising out of or relating to (a) these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your access to or use of the Services at any time, whether before or after the date you agreed to the Terms, will be settled by binding arbitration between you and Agent, and not in a court of law.

You acknowledge and agree that you and Agent are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Unless both you and Agent otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. However, you and Agent each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.

Rules and Governing Law.

The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the AAA’s Consumer Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.

The parties agree that the arbitrator ("Arbitrator"), and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Terms are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.

Notwithstanding any choice of law or other provision in the Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. ("FAA"), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the state of California.

Process

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration - Consumer Arbitration Rules at www.adr.org or by calling the AAA at 1-800-778-7879). The Arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the state of California and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an Arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the Arbitrator in accordance with the AAA Rules.

Location and Procedure.

Unless you and Agent otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Agent submit to the Arbitrator, unless you request a hearing or the Arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the Arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitrator’s Decision.

The Arbitrator will render an award within the time frame specified in the AAA Rules. Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so. The Arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. An Arbitrator’s decision shall be final and binding on all parties. An Arbitrator’s decision and judgment thereon shall have no precedential or collateral estoppel effect. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. Agent will not seek, and hereby waives all rights Agent may have under applicable law to recover, attorneys’ fees and expenses if Agent prevails in arbitration.

Fees

Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Agent will pay all such fees, unless the Arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

Changes.

Notwithstanding the provisions in Section I above, regarding consent to be bound by amendments to these Terms, if Agent changes this Arbitration Agreement after the date you first agreed to the Terms (or to any subsequent changes to the Terms), you may reject any such change by providing Agent written notice of such rejection within 30 days of the date such change became effective, as indicated in the "Effective" date above. This written notice must be provided either (a) by mail or hand delivery to our registered agent for service of process, c/o Agent Inc., 15615 Ventura Blvd Ste. #245, Sherman Oaks, CA 91403, or (b) by email from the email address associated with your Account to: change-dr@Agent.com. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this Arbitration Agreement. By rejecting changes, you are agreeing that you will arbitrate any dispute between you and Agent in accordance with the provisions of this Arbitration Agreement as of the date you first agreed to the Terms (or to any subsequent changes to the Terms).

Severability and Survival.

If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from these Terms; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.

3. The Services

The Services comprise of mobile applications and related services (each, an "Application"), which enable users including companies, brands, individuals, modeling agencies, modeling agents, talent agencies, talent agents, or other entities or groups (collectively "Users") to search for, using filters and tools, and book and pay models, photographers, stylists, makeup artists, actors/actresses, and any other persons that may use the Agent platform (collectively "Talent") to obtain jobs for professional, business-related purposes. Unless otherwise agreed by Agent in a separate written agreement with you, the Services are made available solely for your personal, noncommercial use. YOU ACKNOWLEDGE THAT YOUR ABILITY TO BOOK AND PAY TALENT THROUGH THE USE OF THE SERVICES DOES NOT ESTABLISH AGENT AS A PROFESSIONAL AGENT OR REPRESENTATIVE OF EITHER THE TALENT OR THE USERS.

License.

Subject to your compliance with these Terms, Agent grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (i) access and use the Applications on your personal mobile device or computer solely in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for your personal, noncommercial use. Any rights not expressly granted herein are reserved by Agent and Agent’s licensors.

Restrictions.

You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by Agent; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.

Provision of the Services.

You acknowledge that portions of the Services may be made available under Agent’s various brands. You also acknowledge that the Services may be made available under such brands or request options by or in connection with: (i) certain of Agent’s subsidiaries and affiliates; or (ii) independent Third Party Providers, including modeling agencies, talent agencies and casting agencies..

Third Party Services and Content

The Services may be made available or accessed in connection with third party services and content (including advertising) that Agent does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such third party services and content. Agent does not endorse such third party services and content and in no event shall Agent be responsible or liable for any products or services of such third party providers. Additionally, Apple Inc., Google, Inc., Microsoft Corporation or BlackBerry Limited will be a third-party beneficiary to this contract if you access the Services using Applications developed for Apple iOS, Android, Microsoft Windows, or Blackberry-powered mobile devices, respectively. These third party beneficiaries are not parties to this contract and are not responsible for the provision or support of the Services in any manner. Your access to the Services using these devices is subject to terms set forth in the applicable third party beneficiary’s terms of service.

Ownership

The Services and all rights therein are and shall remain Agent’s property or the property of Agent’s licensors. Neither these Terms nor your use of the Services convey or grant to you any rights: (i) in or related to the Services except for the limited license granted above; or (ii) to use or reference in any manner Agent’s company names, logos, product and service names, trademarks or services marks or those of Agent’s licensors.

4. Access and Use of the Services

User Accounts

In order to use most aspects of the Services, you must register for and maintain an active user Services account ("User Account" or "Account"). YOU MUST BE AT LEAST 18 YEARS OF AGE, OR THE AGE OF LEGAL MAJORITY IN YOUR JURISDICTION (IF DIFFERENT THAN 18), TO OBTAIN AN ACCOUNT. Account registration requires you to submit to Agent certain information including your company name, company dba, first name, last name, company address, mobile phone number and Federal EIN, as well as at least one valid payment method supported by Agent. You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access or use the Services. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by Agent in writing, you may only possess one User Account. THE SERVICES MAY ONLY BE UTILIZED BY USERS HAVE PROVIDED THE REQUIRED INFORMATION, WHOSE ACCOUNTS HAVE BEEN APPROVED BY AGENT AND WHO ARE USING THE SERVICES SOLELY FOR PROFESSIONAL, BUSINESS-RELATED PURPOSES.

Talent Accounts

In order to use most aspects of the Services, you must register for and maintain an active talent Services account ("Talent Account" or "Account"). YOU MUST BE AT LEAST 18 YEARS OF AGE, OR THE AGE OF LEGAL MAJORITY IN YOUR JURISDICTION (IF DIFFERENT THAN 18), TO OBTAIN AN ACCOUNT. Account registration requires you to submit to Agent certain information, depending on which type of talent you are, such as your first name, last name, address, mobile phone number, birth date, bio, social security number or Federal EIN, professional specialties and personal attributes as well connect a checking account so that you can receive payment for your completed jobs. You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including connecting an invalid checking account, may result in your inability to access or use the Services or to receive payment for completed jobs. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by Agent in writing, you may only possess one Talent Account. THE SERVICES MAY ONLY BE UTILIZED BY TALENT THAT HAVE PROVIDED THE REQUIRED INFORMATION TO AGENT, WHOSE ACCOUNTS HAVE BEEN APPROVED AND ACCEPTED ONTO THE PLATFORM BY AGENT AND WHO ARE PROVIDING THEIR SERVICES SOLELY FOR USERS’ PROFESSIONAL, BUSINESS-RELATED PURPOSES.

User Requirements and Conduct

The Service is not available for use by persons under the age of 18. You may not authorize third parties to use your Account. You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when accessing or using the Services, and you may only access or use the Services for lawful purposes. You may not in your access or use of the Services harass, cause harm, nuisance, annoyance, inconvenience or property damage, whether to the third party Talent or any other party. In addition to other requirements that may be stipulated in the Terms of Use, User agrees to adhere to the following when using the Services:

In certain instances you may be asked to provide proof of identity to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity.

Talent Requirements and Conduct

The Service is not available for use by persons under the age of 18. You may not authorize third parties to use your Account. You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when accessing or using the Services, and you may only access or use the Services for lawful purposes. You may not in your access or use of the Services harass, cause harm, nuisance, annoyance, inconvenience or property damage, whether to the User or any other party. In addition to other requirements that may be stipulated in the Terms of Use, Talent agrees to adhere to the following when using the Services:

In certain instances you may be asked to provide proof of identity to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity.

Text Messaging and Telephone Calls

You agree that Agent may contact you by telephone, in-app direct messaging or text messages (including by an automatic telephone dialing system) at any of the phone numbers provided by you or on your behalf in connection with an Agent account, including for marketing purposes. You understand that you are not required to provide this consent as a condition of purchasing any property, goods or services. You also understand that you may opt out of receiving text messages from Agent at any time, either by texting the word "STOP" to (323) 942-0207 using the mobile device that is receiving the messages, or by contacting help@agent.com. If you do not choose to opt out, Agent may contact you as outlined in our User Privacy Statement.

Referrals and Promotional Codes

Agent may, in its sole discretion, create referral and/or promotional codes ("Promo Codes") that may be redeemed for discounts on future Services and/or a Third Party Provider’s services, or other features or benefits related to the Services and/or a Third Party Provider’s services, subject to any additional terms that Agent establishes. You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by Agent; (iii) may be disabled by Agent at any time for any reason without liability to Agent; (iv) may only be used pursuant to the specific terms that Agent establishes for such Promo Code; (v) are not valid for cash; and (vi) may expire prior to your use. Agent reserves the right to withhold or deduct credits or other features or benefits obtained through the use of the referral system or Promo Codes by you or any other user in the event that Agent determines or believes that the use of the referral system or use or redemption of the Promo Code was in error, fraudulent, illegal, or otherwise in violation of Agent’s Terms.

User Provided Content

Agent may, in Agent’s sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to Agent through the Services textual, audio, and/or visual content and information, including commentary and feedback related to the Services, initiation of support requests, and submission of entries for competitions and promotions ("User Content"). Any User Content provided by you remains your property. However, by providing User Content to Agent, you grant Agent a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and Agent’s business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.

You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant Agent the license to the User Content as set forth above; and (ii) neither the User Content, nor your submission, uploading, publishing or otherwise making available of such User Content, nor Agent’s use of the User Content as permitted herein will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You agree to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Agent in its sole discretion, whether or not such material may be protected by law. Agent may, but shall not be obligated to, review, monitor, or remove User Content, at Agent’s sole discretion and at any time and for any reason, without notice to you.

Talent Provided Content

Agent may, in Agent’s sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to Agent through the Services textual, audio, and/or visual content and information, including commentary and feedback related to the Services, initiation of support requests, and submission of entries for competitions and promotions ("Talent Content"). Any Talent Content provided by you remains your property. However, by providing Talent Content to Agent, you grant Agent a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such Talent Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and Agent’s business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.

At Agent’s sole discretion, Agent reserves the right to replace or delete photos from Talent’s Agent Portfolio. By connecting a social media account to Agent, Talent grants the right for Agent to add images from the social media account to the Talent’s Agent Portfolio.

You represent and warrant that: (i) you either are the sole and exclusive owner of all Talent Content or you have all rights, licenses, consents and releases necessary to grant Agent the license to the Talent Content as set forth above; and (ii) neither the Talent Content, nor your submission, uploading, publishing or otherwise making available of such Talent Content, nor Agent’s use of the Talent Content as permitted herein will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

PHOTOS MUST NEVER INCLUDE IMAGES OF MINORS UNDER THE AGE OF 18, HATE IMAGERY, NUDITY, OR DEATH.

You agree to not provide Talent Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Agent in its sole discretion, whether or not such material may be protected by law. Agent may, but shall not be obligated to, review, monitor, or remove Talent Content, at Agent’s sole discretion and at any time and for any reason, without notice to you.

Network Access and Devices

You are responsible for obtaining the data network access necessary to use the Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from your device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. Agent does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

5. Payment

You understand that use of the Services may result in charges to you for the services or goods you receive ("Charges"). Agent will receive and/or enable your payment of the applicable Charges for services or goods obtained through your use of the Services. Charges will be inclusive of applicable taxes where required by law. Charges may include other applicable fees and/or a service fee charged to Users and a booking commission charged to Talent.

All Charges and payments will be enabled by Agent using the preferred payment method designated in your Account, after which you will receive an electronic receipt. If your primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that Agent may use a secondary payment method in your Account, if available. Charges paid by you are final and non-refundable, unless otherwise determined by Agent. THE SERVICES OFFERED ARE BASED ON PAYMENT BEING MADE BY USERS TO TALENT VIA THE AGENT PLATFORM UTILIZING THE PAYMENT METHOD DESIGNATED IN THE USER’S ACCOUNT. USERS AGREE NOT TO PAY TALENT WITH CASH OR ANY OTHER PAYMENT METHOD OUTSIDE OF THE AGENT PLATFORM AND TALENT AGREE NOT TO ACCEPT PAYMENT OF CASH OR ANY OTHER PAYMENT METHOD OUTSIDE OF THE AGENT PLATFORM. PAYMENTS MADE OUTSIDE THE AGENT PLATFORM FOR JOBS BOOKED USING THE SERVICES WILL RESULT IN DOUBLE PAYMENT BEING MADE TO TALENT AS PAYMENT WILL AUTOMATICALLY OCCUR ON THE PLATFORM WHEN THE BOOKED JOB IS INDICATED AS COMPLETED. IT WILL BE THE SOLE RESPONSIBILITY OF THE USER IF DOUBLE PAYMENTS OF A JOB OCCUR DUE TO PAYMENT HAVING BEEN MADE OUTSIDE OF THE PLATFORM. ANY VIOLATION OF THIS PAYMENT AGREEMENT MAY RESULT IN THE USER AND/OR TALENT BEING BANNED FROM USING THE SERVICES.

As between you and Agent, Agent reserves the right to establish, remove and/or revise Charges for any or all services or goods obtained through the use of the Services at any time in Agent’s sole discretion. Further, you acknowledge and agree that Talent set their own rates and that, using the Services, you may agree on a negotiated fixed, hourly, half-day or full-day rate with a User. Agent may from time to time provide certain users with promotional offers and discounts that may result in different amounts charged for the same or similar services or goods obtained through the use of the Services, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the Services or the Charges applied to you. Users may elect to cancel bookings for Services up to 48 hours prior to the commencement of such Services, after which you may be charged a cancellation fee equal to $100 or 50% of the agreed upon job fee; whichever is greater.

After a job has been completed utilizing the Services, Users and Talent you will have the opportunity to rate their respective experiences and leave additional feedback. Talent’s ratings by Users will effect the order in which they are displayed to User’s looking to book Talent: the higher the aggregate rating of Talent, the better they are positioned in search/filter results.

You understand and agree that, while you are free to provide additional payment as a gratuity to any Third Party Talent who provides you with services or goods obtained through the Service, you are under no obligation to do so. Gratuities are strictly voluntary.

Talent Cancellation & No-Show Fees and Penalties

Talent will be responsible for job cancellation fees if Talents cancels a job for which Talents has previously confirmed, and such cancellation is not supported by a doctor’s letter (for medical reasons) or documentation in the event of death or injury of an immediate family member. Unsupported cancellations will result in a visible “non-performance” tag temporarily being displayed on Talent’s profile to inform Users of the cancellation and fees/penalties will apply as outlined below.

Talent will be fined and will be suspended from Agent and NOT able to accept or apply to new jobs for a period that varies according to when Talent cancels a job as follows:

In the event Talent cancels more than 2 jobs for which Talent has previously confirmed, Talent’s Agent account will be permanently suspended

If Talent is a “no-show” for a job for which Talent has previously confirmed, Talent agrees to a pay no-show penalty equal to 100% of the agreed-upon fee for the job associated with the no-show or $250.00; whichever is greater. In addition, Talent’s Agent account will be permanently suspended.

Agent reserves the right to facilitate payment for cancellation and no-show fees using Talent’s bank account as designated in Talent’s Agent Account. If payment cannot be processed utilizing Talent’s bank account as designated in Talent’s Agent Account then such fees will be will be offset by the Talent's future jobs.

6. Disclaimers; Limitation of Liability; Indemnity

DISCLAIMER

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." AGENT DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, Agent MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. AGENT DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD PARTY TALENT. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

LIMITATION OF LIABILITY

AGENT SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF AGENT, EVEN IF AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

AGENT SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY PROVIDER, EVEN IF AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AGENT SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND AGENT’S REASONABLE CONTROL.

THE SERVICES MAY BE USED BY YOU TO REQUEST AND SCHEDULE SERVICES, GOODS, OR LOGISTICS SERVICES WITH THIRD PARTY TALENT, BUT YOU AGREE THAT AGENT HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY SERVICES, GOODS OR LOGISTICS SERVICES PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.

THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, AGENT’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON AGENT’S CHOICE OF LAW PROVISION SET FORTH BELOW.

Indemnity

You agree to indemnify and hold Agent and its affiliates and their officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees), arising out of or in connection with: (i) your use of the Services or services or goods obtained through your use of the Services; (ii) your breach or violation of any of these Terms; (iii) Agent’s use of your User Content; or (iv) your violation of the rights of any third party, including Third Party Providers.

7. Other Provisions

Choice of Law

These Terms are governed by and construed in accordance with the laws of the State of California, U.S.A., without giving effect to any conflict of law principles, except as may be otherwise provided in the Arbitration Agreement above or in supplemental terms applicable to your region. However, the choice of law provision regarding the interpretation of these Terms is not intended to create any other substantive right to non-Californians to assert claims under California law whether that be by statute, common law, or otherwise. These provisions, and except as otherwise provided in Section 2 of these Terms, are only intended to specify the use of California law to interpret these Terms and the forum for disputes asserting a breach of these Terms, and these provisions shall not be interpreted as generally extending California law to you if you do not otherwise reside in California. The foregoing choice of law and forum selection provisions do not apply to the arbitration clause in Section 2 or to any arbitrable disputes as defined therein. Instead, as described in Section 2, the Federal Arbitration Act shall apply to any such disputes.

Claims of copyright infringement should be sent to Agent’s designated agent. Please visit Agent’s web page at joinagent.com/legal/intellectual-property-copyright for the designated address and additional information.

Notice

Agent may give notice by means of a general notice on the Services, electronic mail to your email address in your Account, telephone or text message to any phone number provided in connection with your account, or by written communication sent by first class mail or pre-paid post to any address connected with your Account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email or telephone). You may give notice to Agent, with such notice deemed given when received by Agent, at any time by first class mail or pre-paid post to our registered agent for service of process, c/o Agent Inc, 15615 Ventura Blvd Ste. #245, Sherman Oaks, CA 91403.

General

You may not assign these Terms without Agent’s prior written approval. Agent may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of Agent’s equity, business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, Agent or any Third Party Provider as a result of this Agreement or use of the Services. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. Agent’s failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Agent in writing. This provision shall not affect the Severability and Survivability section of the Arbitration Agreement of these Terms.

8. Stripe Services Agreement

Payment processing services for [account holder term, e.g. drivers or sellers] on [platform name] are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to [this agreement / these terms / etc.] or continuing to operate as a [account holder term] on [platform name], you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of [platform name] enabling payment processing services through Stripe, you agree to provide [platform name] accurate and complete information about you and your business, and you authorize [platform name] to share it and transaction information related to your use of the payment processing services provided by Stripe.