Agency Terms & Conditions

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

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

The Services

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

Definitions

  • Agency Fee means the fee allocated to a Talent Agency in connection with a Booking, which, for the avoidance of doubt, in all instances shall be 20% of the Rate, unless communicated by LÜK to Agency separately in writing.
  • Agency Rate means such portion of the Rate to be debited from the Rate and processed directly to the Agency in connection with a Booking.
  • Booking means an engagement for Talent services.
  • Client means any company, brand, production company or other Person utilizing the LÜK platform to procure Talent services.
  • Law means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement, or rule of law of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.
  • Person means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.
  • Platform means the LÜK website (luknetwork.com) as well as (i) any other website or program made available to Agency by LÜK or linking to or posting these Agency Terms, as well as (ii) any communication method or tools (including email) effectuated by any LÜK personnel and Agency in connection with the Services.
  • Rate means the aggregate of the Session Fee and Usage as indicated in the relevant Request or Booking.
  • Rate Breakdown means the percentage breakdown of the Rate between the Session Fee and the Rate, which shall be as follows: Session Fee (30%) and Usage (70%), unless otherwise agreed between the Agency and Client in writing, subject to any other terms and conditions of these Agency Terms.
  • Request means a request made by a Client for the requisition of Talent services from Agency.
  • Session Fee means such portion of the Rate constituting the day/work rate for the Talent.
  • Submission means an Agency proposal for the provision of Talent and related services in response to a Client Request, availability check, or option request.
  • Talent means any Person submitted, available, requested or engaged to perform pursuant to a Submission or Booking.
  • Talent Agency means any Person who engages in the occupation of procuring, offering, promising, or attempting to procure employment or engagements for artists, performers, models, or Talent.
  • Usage means such portion of the Rate constituting usage.

LÜK is not a Client

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

LÜK is not a Talent Agency

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

Client Failure to Perform

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

Disclaimer of Warranties

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

Indemnification

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

Limitation of Liability

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

Fees

For the avoidance of doubt, LÜK is not responsible for, and shall bear no liability with respect to any claims regarding, the payment of, or failure to pay, any fees, costs, or expenses incurred by or charged by a Talent Agency or a Client in connection with a Request or a Booking, including but not limited to any Agency Fee or Rate. All Agency reimbursement requests in connection with a Submission or a Booking shall be communicated in reasonable detail to LÜK in writing within five (5) days of the completion of the relevant Submission or Booking. Any claims for reimbursement submitted by an Agency inconsistent with the immediately preceding sentence shall be null and void.

Payment Terms

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

Non-Circumvention

Neither Agency or any of Agency's shareholders, directors, officers, members, managers, employees, contractors, consultants, agents, representatives, successors and assigns, nor any person or entity acting on behalf of, under the control of, in affiliation with or under the direction of Agency shall, directly or indirectly, at any time (1) use, or attempt to use, any of the Services, Platform, or Client Requests for any purpose whatsoever other than in furtherance of the relationship between LÜK and Agency as contemplated by these Agency Terms, (2) communicate with, or attempt to communicate with, any Client, except as may be necessary in furtherance of effectuating a Booking consistent with the terms of these Agency Terms, (3) pursue, or attempt to pursue, any business arrangement with a Client independent of LÜK, or (4) interfere with or circumvent LÜK or any of its affiliates in any way with respect to LÜK's relationship with any Client.

Miscellaneous

These Terms, together with any LÜK Policies, and any other documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements or communications, both written and oral, with respect to such subject matter.

The Terms shall be binding upon all successors, assigns or transferees of both parties hereto, irrespective of any change with regard to the name of or the personnel of Agency or LÜK.

If any term or provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.

Effective: November 21, 2023