The Trade Lions Agency Mobile Application ("Mobile App" or the "Application") and Website ("Website") are managed, owned, and operated by Trade Lions Agency ("Trade Lions," "we," "us," or "the Company"). Trade Lions provides a service (the "Service") that connects its customers ("Customers") with Trade Lions' network of contractors ("ICs", "Models", "Staff", "Trade Lions IC", "you" or "Contractor") to meet intermittent needs for services. The Trade Lions ICs have access to the Application and Website to receive and review Opportunities for services from Trade Lions on behalf of Customers and to determine their interest in and availability to respond to such Opportunities.
PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT CONTAINS A
MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE COVERED DISPUTES, RATHER THAN JUDGE OR JURY TRIALS.
Acknowledgment and Acceptance of Independent Contractor Services Agreement
This Independent Contractor Services Agreement ("Terms of Use" or "Agreement") is an electronic contract that sets out the legally binding terms of the relationship between Trade Lions and you. By registering to become a Trade Lions IC, you accept and agree to be bound by the terms of this Agreement. Please read it carefully. By accessing the Application or Website, or becoming a Trade Lions IC, you accept this Agreement and agree to the terms, conditions and notices contained and/or referenced herein.
Trade Lions reserves the right to change this Agreement, and add additional terms at any time, effective upon making the modified provisions available on the Application or Website or by notifying Trade Lions ICs directly. You are responsible for regularly reviewing the Terms of Use for modifications and updates to its terms. Continued use of the Application or Website after any such changes are made to this Agreement shall constitute your consent to such changes.
Notwithstanding the previous paragraph or any contrary language in this Agreement, the Arbitration Agreement in Section 9 of this Agreement may not be modified or terminated absent a writing signed (electronically or otherwise) by the Company and You.
You acknowledge that you are able to electronically receive, download, and print this Agreement, any other terms, notices, forms (including IRS Form W-9) and any other notices or documents required by, or incorporated into, this Agreement by reference, any amendments to. this Agreement, or any other items required by regulation or law. Further, you agree to keep the contact information in your Account current at all times including, but not limited to, your email
address, physical address, and phone number. Use of the Application or Website is permitted only by individuals who can form legally binding contracts under applicable law. You acknowledge and agree that Trade Lions is a technology services provider that does not provide transportation services.
1. Definitions
Capitalized terms are defined as set forth below or elsewhere in the Agreement.
1.1 "Services" means the services described in the Trade Lions Opportunities in your online profile.
1.2 "Trade Lions Opportunity" means a notice provided, through the Application or Website, to one or more Trade Lions ICs, which includes a description of the services to be provided by the Trade Lions ICs, the times at which the Trade Lions Opportunity begins and must be completed, and the fee associated with the Trade Lions Opportunity (the "Payment"). An open Opportunity is an Opportunity for services that has not yet been accepted by a Trade Lions IC ("Open Opportunity”). Trade Lions ICs can use the Application or Website to review Open Opportunities and to indicate their availability for Open Opportunities. Once a Trade Lions IC has accepted a Trade Lions Opportunity pursuant to Section 2, the Trade Lions Opportunity will become a "Trade Lions Engagement."
1.3 "Trade Lions Mobile Application or Website" or "Application or Website" means thesoftware Application or Website used by Trade Lions in connection with the Services.
1.4 Assignment. The term "Assignment" means a Gig, Event or Campaign that has been awarded to a Contractor, whereby he/she is required to work at a specified date(s) and time(s) as a Brand Ambassador.
1.5 Assignment Documents. Any and all documents relating to an Assignment that includes, without limitation, the date, time, attire, props and style required for the Assignment, and Company, product and/or service information, material and knowledge related to the Assignment and required to be understood and orally and/or visually delivered by a Contractor to the attendees at the Assignment.
1.6 Campaign. The term "Campaign" means a Gig (defined below) that continues for consecutive days or a series of related Gigs that occur from time-to-time over a finite period of time.
1.7 Client / Customer. The term "Client" and "Customer" will mean any person or entity who has engaged Company to provide promotional, model, staffing, or brand ambassador services.
1.8 Event. The term "Event" will mean an event that a Client is hosting, promoting and/or funding for a celebratory purpose or the purpose of promoting, publicizing, branding or otherwise marketing the Client itself or one or more products and/or services to specific guests, a target market sector or the public generally.
1.9 Gig. The term "Gig" means any Campaign, Event or other type of temporary, non-employee work including Street Teams, Product Sampling, Retail Merchandising, Market Research, Influencer Marketing and other services requested by our clients.
1.10 Trade Lions ICs. Trade Lions's network of contractors is referred to herein as "ICs," "Models," "Staff," "Trade Lions IC," "you," "Talent," or "Contractor." The use of a particular term is not intended to exclude or limit the contractors subject to that provision. Rather, the terms are intended to be interchangeable.
2. Trade Lions ICs
2.1 Customer Conditional Offer Requirements and Privacy Information. Some
customers may require completion of certain steps or requirements after you accept a Trade Lions Opportunity before you perform the Trade Lions Opportunity ("Conditional Offer Requirements”). Any Conditional Offer Requirements will be explained after you accept the Trade Lions Opportunity. Failure to complete such Conditional Offer Requirements to the satisfaction of the Customer will result in your inability to perform accepted Trade Lions Opportunities. Please note that some of the Conditional Offer Requirements will require Trade Lions or a designated third-party provider to ask for your social security number and share it with entities who require the information to facilitate the Conditional Offer Requirements (e.g. background checks).
2.2 Best Efforts. By registering to become a Trade Lions IC and accepting an Open Opportunity, you agree to use your best efforts to perform the Trade Lions Engagement such that the Services meet the requirements and specifications of the Customer, for whom the Open Opportunity was created. Once a Trade Lions IC has accepted a Trade Lions Opportunity, the Open Opportunity will no longer be available for performance by other Trade Lions ICs who received the Open Opportunity. By accepting an Open Opportunity, you are entering into a binding legal agreement to provide the Services for the Payment specified in the Open Opportunity. Do not accept an Open Opportunity unless you are sure that: (1) you understand what you are being asked to deliver; (2) you can perform the Services identified in the Open Opportunity; (3) you can deliver the Services in the requested time period; and if required, you can get to and from the Customer's location. If you fail to show up at the Customer location by the specified start time as noted on the Trade Lions Opportunity, Trade Lions or Customer in their sole discretion may cancel the Trade Lions Opportunity without any penalty. Failure to timely deliver the services consistent with the Customer's requirements and specifications will constitute a breach, resulting in non-payment. Further, in the event of such a breach, you will be responsible for payment of any additional fees (e.g., rush fees) or costs incurred as a result of your failure to timely complete the Open Opportunity in accordance with the Customer requirements. You agree to not possess, sell, receive, or operate under the influence of any drugs or alcohol while performing any Trade Lions Engagement.
2.3 Rules Regulations AND Penalties. The start time is indicated in the Assignment Documents and is reported by the Client or booking manager. IF MODEL DOES NOT HAVE THE ASSIGNMENT DOCUMENTS, IT IS MODEL'S RESPONSIBILITY TO CONTACT COMPANY IN WRITING REQUESTING THE ASSIGNMENT DOCUMENTS. In the event a Client is dissatisfied with Model's services during an Assignment due solely to Model's failure to demonstrate proficiency and competency with respect to Client's Assignment Documents, Company may, at its sole discretion, reduce Model's total compensation by fifty percent (50%) in order to provide a refund to Client. If Model fails to show up for a booked Assignment or fails to cancel a booking at least forty-eight (48) hours prior to Assignment, Model's compensation for any previous promotion will be _ deducted from the subsequent paycheck. All cancellations MUST be delivered in writing to the booking manager. Model must receive a confirmation of receipt of notice of cancellation from the booking manager, or Model is not deemed to have canceled. Model shall not under any circumstances contact the Client directly. IF MODEL ARRIVES FOR AN ASSIGNMENT AND COMMENCES SERVICES, BUT CHOOSES NOT TO COMPLETE THE SERVICES AND/OR ASSIGNMENT OR IS TERMINATED FROM AN ASSIGNMENT, MODEL SHALL BE PAID THE
MINIMUM WAGE FOR THE STATE WHEREIN THE EVENT TAKES PLACE. THE FOREGOING SHALL NOT APPLY WHEN MODEL IS READY, WILLING AND ABLE TO COMPLETE AN ASSIGNMENT AND THE ASSIGNMENT IS SHORTENED OR CANCELED BECAUSE OF CIRCUMSTANCES BEYOND MODEL'S CONTROL. Model is required to provide his or her own transportation to all Assignments and locations, and Model shall not be entitled to reimbursement for such transportation or related personal expenses.
3. Independent Contractor Relationship Nothing in this Agreement is intended or should be construed to create a partnership, joint venture, or employer-employee relationship between Trade Lions and you or between the Customer and you. You will take no position with respect to or on any tax return or application for benefits, or in any proceeding directly or indirectly involving Trade Lions that is inconsistent with your being an independent contractor (and not an employee) of Trade Lions. You are not the agent of Trade Lions or the Customer and you are not authorized, and must not represent to any third party that you are not authorized, to make any commitment or otherwise act on behalf of Trade Lions or the Customer. As an independent contractor, you are solely responsible for determining which Open Opportunities you will choose to accept and how, when and where you will provide the Services under this Agreement. Trade Lions does not restrict the Trade Lions IC's right to provide services through other parties , including competitors of the Trade Lions Mobile Application or Website; Trade Lions expects the individual performing services as a Trade Lions IC will provide services for other parties; Trade Lions IC acknowledges and represents Trade Lions IC can earn income from other sources; Trade Lions does not guarantee the Trade Lions IC any minimum amount of Trade Lions Engagements; Trade Lions does not provide a performance assessment for Trade Lions ICs, and does not oversee the actual work or instruct the individual as to how the work will be performed, or the method or process the Trade Lions IC uses to perform services; Trade Lions does not terminate the work during the term of this Agreement unless the Trade Lions IC violates the terms of this Agreement or fails to produce a result that meets the specifications of the Agreement; Trade Lions does not provide training, tools, equipment, benefits, or expense reimbursement to the Trade Lions IC; Trade Lions does not dictate the time of performance; Trade Lions does not combine its business operations in any way with the Trade Lions IC's business, but instead maintains such operations as separate and distinct. Trade Lions IC shall have no legal authority to enter into contracts on Trade Lions's behalf or otherwise bind Trade Lions in any way. Trade Lions IC is responsible for obtaining and maintaining any required registration, licenses, or other authorization necessary for the services Trade Lions IC renders. Without limiting the generality of the foregoing:
3.1 Benefits and Contributions. You acknowledge and agree that, as a Trade Lions IC, you are not eligible to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits or benefit plans offered by Trade Lions or the Clients to its employees. Trade Lions and the Clients will not withhold from compensation payable any income, social security, unemployment, or other taxes. You acknowledge that you are solely responsible for the
payment of all taxes that may result from your services (including any taxes and penalties arising under Section 409A), and Trade Lions and the Clients shall not be in any way liable for any such taxes or penalties, including by way of illustration but not limitation, federal, state and local income tax, Social Security tax, unemployment insurance taxes, and any other taxes or
business license fees, in the required amount and at the required time. You understand and agree that Trade Lions and the Clients shall have no responsibility whatsoever regarding any tax consequences arising from any payments made under this Agreement.
3.2 Taxes. You are solely responsible for filing all tax returns and submitting all payments as required by any federal, state, local, or foreign tax authority arising from the payment of Payments to you under this Agreement, and you agree to do so in a timely manner. You will comply with all applicable federal, state, local, and foreign laws governing self-employed individuals, including laws requiring the payment of taxes, such as income and employment taxes, and social security, disability and other contributions. To the extent required by the IRS,
Trade Lions will report the Payments paid to you for services rendered as part of Trade Lions engagements by filing Form 1099-MISC with IRS. You consent to electronic delivery of Form 1099-MISC, if such form is required or filed. You agree to indemnify Trade Lions for the cost of any tax liabilities incurred by Trade Lions as a result of your failure to pay all applicable taxes in a timely manner.
3.3 Third-Party Payment Processing Services. Payment processing services for Trade Lions ICs are provided by a third-party payment processor and are subject to their terms of service. You will also receive an invitation email from Trade Lions or the third-party payment processor to sign up when your first payment is available. By agreeing to these terms or continuing to operate as a Trade Lions IC, you agree to be bound by the third-party payment processor terms of service, as the same may be modified by them from time to time. As a condition of Trade Lions enabling payment processing services through a third party, you agree to provide Trade Lions accurate and complete information about you and your business, and you authorize Trade Lions to share it and transaction information related to your use of the payment processing services provided by them. You further authorize Trade Lions to electronically debit your payment account and, if necessary, electronically credit your account to correct erroneous debits.
4. Confidentiality, Privacy & Equality
4.1 Use and Disclosure. From time to time, you may be given access to confidential information in the course of performing engagements that you receive through Trade Lions. During the term of this Agreement and at all times thereafter, you will (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use
Confidential Information in any manner or for any purpose not expressly permitted or required by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining Trade Lions's express prior written
consent on a case-by-case basis. "Confidential Information” means any and all information related to Trade Lions's or any Customer's business (including trade secrets, technical information, business forecasts and strategies, marketing plans, customer and supplier lists, personnel information, financial data, and proprietary information of third parties including Customers) that Trade Lions and/or the Customer considers to be confidential or proprietary or which Trade Lions has a duty to treat as confidential.
4.2 Standard of Care. You will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as you protect your own confidential or proprietary information of a similar nature, and with no less than reasonable care.
4.3 Exceptions. Your obligations under Sections 4.1 and 4.2 will terminate with respect to any particular information that you can prove, by clear and convincing evidence, (a) you lawfully knew prior to Trade Lions's first disclosure to you, (b) a third party rightfully disclosed to you free of any confidentiality duties or obligations, or (c) is, or through no fault of yours, has become
generally available to the public. Additionally, you will be permitted to disclose Confidential Information to the extent that such disclosure is expressly approved in writing by Trade Lions, or is required by law or court order, provided that you immediately notify Trade Lions in writing of such required disclosure and cooperate with Trade Lions, at Trade Lions's reasonable opportunity and expense, in any lawful action to contest or limit the scope of such required disclosure, including filing motions and otherwise making appearances before a court.
4.4 Removal; Return. Upon Trade Lions's Opportunity and upon any termination or expiration of this Agreement, you will promptly (a) return to Trade Lions or, if so directed by Trade Lions, destroy all Confidential Information (in every form and medium), (b) permanently erase all electronic files containing or summarizing any Confidential Information, and (c) certify to Trade Lions in writing that you have fully complied with these obligations.
5. No Conflicts: You represent and warrant that you are not subject to any contract or duty that would be breached by entering into or performing your obligations under this Agreement, or any Trade Lions Engagement, or that is otherwise inconsistent with this Agreement or any Trade Lions Engagement.
6. Representations and Warranties
6.1 General. You represent, warrant, and covenant that:
(a) You have full right, power, and authority to enter into and perform under this Agreement without the consent of any third party (including any of your current or former employers);
(b) You will comply with all of the terms of this Agreement;
(c) You will fully conform to the Customer specifications, requirements, and other terms of any
Trade Lions Opportunity that you accept, and the Services delivered will be of a professional and workmanlike quality;
(d) You will comply with all applicable laws, rules and regulations in connection with performance of the Services under this Agreement;
(e) Any workers that you may employ, engage or otherwise retain to assist with performance of Services under this Agreement are properly classified and treated under any applicable laws and will assist with the performance of Services in a safe, lawful and workmanlike manner.
(f) You are not providing and will not provide labor or services to Trade Lions for remuneration, but rather, you can use the Application or Website to find and, if you wish, accept Trade Lions Opportunities offered on behalf of Customers.
(g) You will at all points remain free from the control and direction of Trade Lions in connection with your use of the Application or Website and the Service, including during your consideration and acceptance of any Trade Lions Opportunities and during the performance of any Trade Lions Engagements.
(h) You acknowledge and agree that Trade Lions does not and cannot control the worksite(s) at or in which you provide any services to any Customers. You acknowledge that you should alert on-site personnel of any safety concerns or issues you might have.
(i) You acknowledge that time is of the essence for the completion of Opportunities for services. Thus, if an Opportunity for services has a set start time and you are not present and available at the set start time, the customer or Trade Lions may immediately cancel the Opportunity.
(j) You will only accept Trade Lions Opportunities for which you have the necessary skills, training, qualifications, expertise, licensure, and authority, and will perform Trade Lions Engagements safely and in accordance with all applicable laws and regulations.
(k) Contractor Promotion. Contractor grants to Company an irrevocable and perpetual right to utilize, advertise, and otherwise release to the general public, in any medium desired by the Company, as determined in its sole and absolute discretion, all or any of Contractor's personal information as furnished by Contractor on the Company's website (other than Contractor's social
security number, telephone number, e-mail address, and physical address), for the purpose of promoting Contractor to Clients and prospective Company Clients.
(l) Web Site. Contractor grants to Company an irrevocable and perpetual right to post, present and arrange Footage, photographs, editorials and other images of Contractor on Company's Website along with Contractor's name, age and other personal information (other than Contractor's social security number, telephone number, e-mail address, and physical address) relevant to Model's professional experience and qualifications.
6.2 Waiver and Release. The assignments involve promotional activities in outdoor venues, nightclubs, bars, lounges, restaurants, convention centers, stadiums, theaters or other venues (collectively "venues"), some of which may sell and/or provide alcohol and utilize third party security, promoters and other staff. Contractor assumes all risks of working in such venues, including, without limitation, unauthorized physical touching, theft or damage of personal property, overcrowding, being in the presence of intoxicated persons, low lighting/reduced visibility, surface hazards (spilled drinks), and the like. Company has no control, directly or indirectly, over any venue. Accordingly, contractor understands and acknowledges that he/she may be exposing him/herself to serious bodily harm, psychological injury, and property theft or damage. With that understanding, and by his/her acceptance of any assignment, contractor assumes all risks to m contractor's person and property, and agrees to hold releasees (defined below) harmless for all injuries to contractors person and property arising from any third-party's acts, conduct, or omissions during or in the course of any assignment, including, but not limited to, conditions in venues, the patrons, staff, employees and independent contractors of such venues, security personnel, cooking personnel, bartenders, maintenance personnel, audio-visual personnel, performers, and guests and invitees of company's clients. This waiver includes a release, waiver and discharge of company, its clients, and it's or their members, managers, directors, officers, shareholders, principals, agents, servants, attorneys, employees, independent contractors, spouses, heirs and estates (collectively "releasees") by contractor, for his/herself and his/her spouses, heirs, executors, administrators, legal representatives, assignees, and successors in
interest (together with contractor, the " contractor parties"), from any and all causes of action, claims, proceedings or demands whatsoever (collectively, "claims") available to contractor parties, whether known or unknown, arising from or relating to any assignment, including but not limited to physical injury to contractor or contractor's property, however and wherever caused. This waiver and release of claims does not include claims arising from the company's material breach of this agreement, or the company's gross negligence or intentional misconduct. Further, to the extent that company is grossly negligent in any way or acts intentionally with misconduct, contractor waives any right to claim consequential damages and specifically agrees that any damages suffered will be specifically limited to those damages associated with any medical expenses for injuries that the independent contractor suffers, specifically waiving all claims for pain and suffering, lost wages, future medical expenses and/or any other damages not related to medical expenses incurred as a result of the injury.
6.3. Indemnification. You will indemnify and hold harmless Trade Lions and its parents, affiliates, employees, and agents from and against any and all liabilities, losses, damages, costs, and other expenses (including attorney fees and costs associated with litigation) arising from or relating to a breach by you of any representation, warranty, covenant, or obligation in this Agreement, or arising from or relating to any negligent or intentional act or omission committed
by you, in connection with the performance of any Trade Lions engagement, which act or omission gives rise to any claim for damages against you, Trade Lions and/or its parents, affiliates, employees or agents. Trade Lions specifically denies any obligation to defend and/or indemnify you from and against any third-party claims made against you arising from any negligent or intentional act or omission committed by you in connection with the performance of any Trade Lions engagement.
6.4 Insurance. You acknowledge that you are an independent contractor, not an employee of Trade Lions. As such, you acknowledge and understand that you are not covered by any insurance that may be provided by Trade Lions to its employees, including, without limitation, health insurance, workers compensation insurance, general liability insurance, and automobile liability insurance. Trade Lions requires that, as an independent contractor, you maintain workers' compensation or occupational accident insurance for which you are solely and exclusively responsible. Specifically, in the event that you are injured while working in the course and scope of an engagement for Trade Lions, you acknowledge and understand that you will not be covered by any workers compensation insurance coverage that Trade Lions may provide to its employees. Further, in the event that your actions cause an injury to a third party while you are working in the course and scope of performing a Trade Lions Engagement or the Services, you acknowledge and understand that you will not be covered by any general liability or automobile liability insurance coverage that Trade Lions may have, and that Trade Lions is not making any commitment to defend and/or indemnify you in such circumstances, and specifically denies such obligation. If you do not provide proof of workers' compensation or occupational accident insurance, you may be charged a fee that will be paid towards Trade Lions's supplemental occupational accident insurance. By agreeing to these Terms, you are agreeing to pay this fee.
6.5 Warranty Disclaimer. The Application or Website is provided "as is," as available and without any warranties or conditions (express or implied, including the implied warranties of merchantability, accuracy, fitness for a particular purpose, title and non-infringement, arising by statute or otherwise in law or from a course of dealing or usage or trade). We disclaim all and
make no representations or warranties, of any kind, either express or implied, as to the quality, identity or reliability of any third party, or as to the accuracy of the postings made on the Application or Website by any third party. Some states and jurisdictions do not allow for all the foregoing limitations on implied warranties, so to that extent, if any, some or all of the above limitations may not apply to you.
7. Limitation of Liability
In no event will Trade Lions be liable for any consequential, indirect, exemplary, special, incidental or punitive damages arising from or relating to this agreement, including but not limited to loss of profits, loss of business opportunities or loss of goodwill, even if advised of the possibility of such damages. Trade Lions's total cumulative liability in connection with this agreement, whether in contract or tort or otherwise, will not exceed the aggregate amount of payments owed by Trade Lions for Trade Lions engagements performed under this agreement during the twelve-month period prior to the occurrence of the first claim to give rise to liability under this agreement. Some states and jurisdictions do not allow for all of the foregoing exclusions and limitations of certain types of damages, so to that extent, if any, some or all of these limitations and exclusions may not apply to you.
8. Term & Termination
8.1 Term; Termination by Trade Lions. This Agreement will commence upon the Effective Date and will continue in full force and effect for one (1) year ("Term") unless otherwise terminated. This Agreement will automatically renew for ten successive one (1) year periods (each one (1) year period a "Renewal"). Company may terminate this Agreement at any time and for any reason by giving ten (10) days' notice to Contractor. Contractor may terminate this Agreement at any time and for any reason by giving thirty (30) days' notice to Company. However, if Contractor is convicted of any crime or offense, fails or refuses to comply with the written policies or reasonable directives of Company or Company's clients, is guilty of serious misconduct in connection with performance under this Agreement, or materially breaches this Agreement's provisions, Company may immediately terminate this Agreement without prior written notice to Contractor. Trade Lions reserves the right to terminate your access to the Application or Website if you have not accepted a Trade Lions Engagement in the previous twelve calendar months, if you materially breach the Agreement or any Trade Lions Engagement, if you violate the law in connection with your use of the Application or Website (or in connection with the performance of the Services) or if you otherwise engage in conduct in using the Application or Website that Trade Lions, in its sole discretion, believes in good faith to be detrimental to its business interests.
8.2 Survival. Sections 3 ("Independent Contractor Relationship"), 4 ("Confidentiality"), 5 ("No Conflicts"), 6 ("Representations and Warranties"), 7 ("Limitation of Liability"), 8.2 ("Survival"), and 9 ("General Provisions") will survive any termination or expiration of this Agreement and/or
any modification or termination of the Application or Website. Termination or expiration of this Agreement will not affect either party's liability for any breach of this Agreement such party may have committed before such expiration or termination.
8.3 Conflicts of Interest. Contractor represents that he or she is free to enter into this Agreement, and that this engagement does not violate the terms of any agreement between Contractor and any third party. Contractor also agrees that he or she will not sell and/or promote any third-party products or services, related or unrelated, while actively working on an Assignment that are not authorized by Company's client.
8.4 Non-Interference and Non-Solicitation. The term "Restricted Period" will mean the Term of this Agreement plus twelve (12) consecutive months after the Agreement's expiration or earlier termination. If a Court of competent jurisdiction finds the twelve (12) consecutive months term too long, the term "Restricted Period" will mean the Term of this Agreement plus nine (9)
consecutive months after the Agreement's expiration or earlier termination. If a Court of competent jurisdiction finds the nine (9) consecutive months term too long, "Restricted Period" will mean the Term of this Agreement plus six (6) consecutive months after the Agreement's expiration or earlier termination.
8.5 Non-Solicitation and Non-Interference with Clients. During the Restricted Period, Contractor will not circumvent Company by soliciting, accepting employment from, or entering into any independent contractor relationship with any Client, prospective Client or third party introduced to Contractor by or through Client, on any Assignment, or as a result of this Agreement. Contractor understands that any modeling or promotional services provided to any
Client or prospective Client must be booked directly though Company, and that Contractor is not to discuss, plan or execute any Assignment, or portion of any Assignment, directly with Company's Clients or prospective Clients during the Restricted Period. During the Restricted Period, in the event a Client, prospective Client or third party introduced to Contractor by or
through Company, on any Assignment, or a result of this Agreement requests Model's services, Contractor will refer that person or entity to Company and immediately report said request to Company. Likewise, during the Restricted Period, Contractor will not cause or attempt to cause
any Client, prospective Client or third-party introduced to Contractor by or through Company, on any Assignment, or as a result of this Agreement, to cease or lessen, or refrain from doing business with Company. The term "Prospective Client" means any person or entity introduced to Contractor by the Company, with whom Contractor has had direct contact in the last six months in the context of performing Contractor's services under this Agreement and, Company has
and/or continues to engage in negotiations regarding services.
8.6 Non-Solicitation and Non-Interference with Employees and Independent
Contractors. During the Restricted Period, Contractor will not, directly or indirectly, recruit or solicit Company's employees or independent contractors (including other Contractors and brand ambassadors) who have performed work or accepted Assignments from Company within the last six (6) months to compete directly with the Company. "To compete directly" means any activity that facilitates, offers, provides, or in any way relates to promotional staffing, including talent services such as Contractors, brand ambassadors, street teams, bartenders, wait staff, spokespeople, MCs, staffing for promotional activities, and/or the brokering, facilitation, solicitation, offering, or use of contractors, Contractors, employees, or other talent to staff gigs and/or participate in promotional activities. Likewise, during the Restricted Period, Contractor
will not cause or attempt to cause, directly or indirectly, any of Company's employees or independent contractors (including other Contractors and brand ambassadors) to terminate their business arrangements with Company.
8.7 Non-Disparagement. Contractor will refrain from making disparaging, negative or other similar remarks concerning the Company and its Clients that could reasonably be expected to cause substantial harm to the either or both of them, except to the extent that Contractor is required to make such remarks by applicable law or regulation or judicial or regulatory process.
8.8 Props, Wardrobe and Equipment. Contractor is responsible for ensuring that all props, wardrobe items, equipment, and any other item Company or its Clients provide to them to complete the Assignment (collectively, "Props") remain in good condition and are not damaged. At the end of each Assignment, Contractor will return to the Company, without any damage, all Props that Model utilized during the Assignment. When Company requests, the Model will return
all Props directly to Company's Client. Contractor represents and warrants that despite having possession of the Props to complete the Assignment, the Props are not Contractor's property and Contractor will not retain them Contractor after the conclusion of the relevant Assignment. If Contractor damages the Props or fails to return the Props to Company or its client, in addition to other legal remedies available to Company, Company may, in its sole discretion, deduct from Contractor's compensation or future compensation (i) the replacement value of such Props; or
(ii) the amount necessary to repair the Props.
8.9 Photographs and Video. All photographs, film, video, digital footage or other imaging media, whether taken in a format now known or created at a later date (collectively "Footage"), taken of Contractor during any Assignment will be Company's property or Company's Client Property. Contractor expressly and irrevocably authorizes Company and Company's Client to use such Footage in Company or Company's Client's sole discretion, including, but not limited to, advertisements, brochures, and other promotional media and materials, both during and after the Term, in perpetuity. By executing this Agreement, Contractor expressly and irrevocably waives his or her right to ownership of the Footage and any claims for misappropriation of name and likeness.
9. General Provisions
9.2 Mandatory Binding Individual Arbitration and Class Action Waiver ("Arbitration
Agreement"). The Company and Contractor mutually agree to resolve any justiciable disputes between them exclusively through final and binding arbitration instead of filing a lawsuit in court. This Arbitration Agreement is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16) and, except as otherwise provided in this Arbitration Agreement, shall apply to any and all
claims arising out of or relating to this Contract, the Contractor's classification as an independent contractor, Contractor's provision of services to the Company or its Customers, the payments received by Contractor for providing services to the Company or its Customers, the termination of this Contract, and all other aspects of the Contractor's relationship with the Company, past, present or future, whether arising under federal, state or local statutory and/or common law, including without limitation harassment, discrimination or retaliation claims and
claims arising under or related to the Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, or Fair Labor Standards Act, state statutes or regulations addressing the same or similar subject matters, claims based on a joint employment or misclassification theory, and all other federal or state legal claims arising out of or relating to Contractor's relationship or the termination of that relationship with the
Company. The agreement by Contractor and the Company to mutually arbitrate disputes provides consideration for this Arbitration Agreement. This Arbitration Agreement applies to claims and disputes that the Company may have against Contractor and/or that Contractor may have against the Company, and (1) its affiliates and partners (2) its officers, directors, employees, or agents in their capacity as such or otherwise, and/or (3) all successors and assigns of any of them; any and all of which may enforce this Arbitration Agreement.
To the fullest extent permitted by law, the Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the formation, interpretation, applicability, enforceability or alleged waiver of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or Voidable. This Arbitration Agreement does not apply to any claim that may not be arbitrated as provided by governing law. This Arbitration Agreement also does not apply to Private Attorney General Action claims under California law, which may only be brought in a court of law---not in Arbitration. (a) If either party wishes to initiate arbitration, the initiating party must notify the other party in writing via certified mail, return receipt requested, or hand delivery within the applicable statute of limitations period. This demand for arbitration must include (1) the name and address of the party seeking arbitration, (2) a statement of the legal and factual basis of the claim, and (3) a description of the remedy sought. Any demand for arbitration by Contractor may be delivered to Trade Lions at jayke@trade-lions.com so long as the details set forth in the previous sentence are presented in the demand for arbitration.
(b) Class Action Waiver. The Company and Contractor mutually agree that by
entering into this Arbitration Agreement, both waive their right to have any dispute or claim brought, heard or arbitrated as a class action and/or collective action, and an arbitrator shall not have any authority to hear or arbitrate any class and/or collective action ("Class Action Waiver"). In any case in which (1) the dispute is filed as a class and/or collective action and (2) there is a final determination that all or part of the Class Action Waiver is unenforceable, the class or collective action to that extent must be litigated in a civil court of competent jurisdiction (if at all), but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration.
(c) Contractor agrees and acknowledges that entering into this Arbitration Agreement does not change Contractor's status as an independent contractor in fact and in law, that Contractor is not an employee of the Company or the Company's Customer and that any disputes in this regard shall be subject to arbitration as provided in this Arbitration Agreement.
(d) Any arbitration shall be governed by the American Arbitration Association Commercial Arbitration Rules ("AAA Rules"), although the parties may stipulate that the arbitration shall be governed by the American Arbitration Association Employment Arbitration Rules, depending on the claims at issue. In addition to and to the extent inconsistent with the foregoing AAA Rules, the following rules shall apply to any arbitration conducted pursuant to this Arbitration Agreement, unless the parties stipulate otherwise:
(1) The arbitration shall be heard by one arbitrator selected in accordance with the AAA Rules. The arbitrator shall be a licensed attorney or retired judge with experience in the law underlying the dispute.
(2) If the parties cannot otherwise agree on a location for the arbitration, the arbitration shall take place in the county in which Contractor performed her or his contractual duties for the Company.
(3) Unless applicable law provides otherwise, as determined by the Arbitrator, the parties agree that the Company shall pay all of the Arbitrator's fees and costs; however, if Contractor initiates arbitration, then Contractor must bear the extent of such costs (if any) as Contractor would be required to bear in bringing and maintaining a comparable legal proceeding outside of arbitration.
(4) The Arbitrator shall be empowered to order such discovery, by way of deposition, interrogatory, document production, or otherwise, as the arbitrator considers necessary to a full and fair exploration of the issues in dispute, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes.
(5) Except as provided in the Class Action Waiver, the Arbitrator may award all remedies to which a party is entitled under applicable law and which would otherwise be available in a court of law, but shall not be empowered to award any remedies that would not have been available in a court of law for the claims presented in arbitration. The Arbitrator shall apply the state or
federal substantive law, or both, as is applicable.
(6) The Arbitrator may hear motions to dismiss and/or motions for summary judgment and will apply the standards of the Federal Rules of Civil Procedure governing such motions.
(7) The Arbitrator's decision or award shall be in writing with findings of fact and conclusions of law. The award issued by the Arbitrator may be entered in any court of competent jurisdiction.
(8) Either the Company or Contractor may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief on the ground that without such relief the arbitration provided in this paragraph may be rendered ineffectual; provided, however, that all
determinations of final relief shall be decided in arbitration, and pursuing the temporary or preliminary injunctive relief shall not constitute a waiver of rights under this agreement to arbitrate.
(e) Regardless of any other terms of this arbitration agreement, claims may be brought before and remedies awarded by an administrative agency (such as the National Labor Relations Board, Occupational Safety and Health Administration, Equal Employment Opportunity Commission, the U.S. Department of Labor, or similar state or local administrative agencies) if applicable law permits access to such an agency notwithstanding the existence of an agreement to arbitrate governed by the Federal Arbitration Act.
(f) The AAA Rules may be found at https://www.adr.org/Rules or by searching for "AAA Commercial Arbitration Rules" (or if applicable, "AAA Employment Arbitration Rules") using a service such as www.Google.com or www.Bing.com (g) This arbitration agreement is the full and complete agreement relating to the formal resolution of disputes covered by this arbitration agreement. In the event any portion of this arbitration agreement is deemed unenforceable, the remainder of this arbitration agreement will be enforceable. Therefore, terms of this Arbitration Agreement shall be severed, to the smallest extent possible, if required to uphold the enforceability of this Arbitration Agreement. The Arbitration Agreement is a contractual agreement to mutually arbitrate claims; therefore, any statements in any Company handbooks or policies that otherwise disclaim contracts do not apply to this Arbitration Agreement.
9.3 Modifications to Application or Website. Trade Lions reserves the right at any time to modify or discontinue, temporarily or permanently, the Application or Website or the Service (or any part thereof) with or without notice. However, as stated above in Section 8.2 above, Section 9
("General Provisions"), which contains the Arbitration Agreement, will survive any termination or expiration of this Agreement and/or any modification or termination of the Application or Website or the Service. You agree that Trade Lions shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Application or Website or the Services.
10. Responding to Legal Process
Trade Lions may respond to and comply with any writ of attachment, lien, levy, subpoena, warrant, or other legal order ("Legal Process") that we believe to be valid. Where permitted by Law, we will make reasonable efforts to provide you notice of such Legal Process by sending a copy to the email address we have on file for you. Trade Lions is not responsible for any losses, whether direct or indirect, that you may incur as a result of our response or compliance with a Legal Process.