Agreement Terms Between Licensed Talent Coordinator Agent & GigRoster™
This agreement is initiated between GigRoster™ LLC, a talent buying company and entertainment agency (Including GigRoster.com and all domains owned by GigRoster™ and Professional Entertainment Consultants™) all herein referred to as "GigRoster™ " and the undersigned individual as an independent agent, working under the title of Talent Coordinator and herein referred to as "The Coordinator". This agreement shall be considered effective on the date of acceptance of all terms in the online application. This agreement shall be in force at all times. Termination of this agreement may be made only with written notice, as required herein, by either party to this agreement.
Relationship & Purpose
The Coordinator agrees and warrants that The Coordinator is an independent, sub-contracted business or an individual and that The Coordinator is not an employee of GigRoster™ or Professional Entertainment Consultants. Any local business license requirements for the location in which The Coordinator is based remain the responsibility of The Coordinator. State and local business laws must be observed and taxes, if any, will be paid directly by The Coordinator to the local entity to which it is due. This license agreement grants The Coordinator the right to operate as an exclusive affiliated business of GigRoster™, utilizing the GigRoster™ name, trademark, methods and resources. The nature of the relationship is that The Coordinator is paid a commission by GigRoster™ as stated herein for referring customers to GigRoster™ for contracting and completion of specific performances. The Coordinator agrees to service these customers on an exclusive basis in exchange for said fee, which is based on the total commission for any booking. This agreement applies only to booking of entertainment type services and does not apply to any other types of services. For purposes of this agreement, the term entertainment or entertainer shall apply to bands, musical groups, performance groups, speakers including keynote speakers, auctioneers, emcees or seminar leader facilitators, comedians, DJ’s and karaoke hosts or any individual or group who may considered as providing an entertainment or live performance service.
Compensation & Fees
The Coordinator and GigRoster™ agree to split on an equal 50/50 basis all commissions or fees generated for all entertainment services contracted. The Coordinator shall be paid the balance as per the current pay schedule and method as noted in the online Team Guide on the Friday following the clearance of funds to GigRoster™, by check, mailed from the corporate office in Seattle. Any payments will be made payable to The Coordinator unless otherwise directed in writing by The Coordinator. These payments shall be reported yearly on a 1099-MISC, non-employee basis. Any and all bookings of performers, musicians, entertainers, speakers or entertainment service providers shall be contracted through GigRoster™ exclusively during the term of this agreement regardless of whether the performers, musicians, entertainers, service providers were previously listed with or booked through GigRoster™ and regardless of when, where from or how the customer, buyer or customer was procured.
The only exceptions to this shall be, at The Coordinator's option:
Any payment made in advance for any services including deposit or advance payments for performance services or any payments made by any customer for entertainment services that are not paid directly to the actual entertainer or service provider must be made through, and payable to, GigRoster™ whether by credit card, check, cash or any other form of payment. A commission is considered earned by The Coordinator when cleared through GigRoster™ and it will be processed for payment to The Coordinator. It is an unusual occurrence that a commission must be returned to a customer, but it is possible. A commission refund would be required, typically, in the case of non-performance by the contracted performer. A commission refund would also be required due to a cancelation of a booked performance by government order, current law, pandemic, act of god or any other legitimate reason that the performance must be canceled, and which is beyond the control of the purchaser and/or the performer. In the case that a commission must be returned to a customer, The Coordinator is responsible to return that portion of the commission to GigRoster™ which they may have been paid in advance of the performance in order to refund the customer, as required by law. GigRoster™ has the option, in alternative, to hold back any commissions due to make up for a commission that must be repaid to the customer. While all considerations with The Coordinator shall be taken into account GigRoster™ shall have the final determination as to when a commission must be refunded.
Payment of any service fees, products or services used by The Coordinator, with the exception of the monthly maintenance fee, if any, shall be deducted from commission payment checks and noted on the commission statement. The Coordinator Agrees as a licensed associate to accept credit cards, through GigRoster™, for any GigRoster™ booked services for which GigRoster™ makes credit card payments available. Credit card service charges will be charged at current rate (currently 3%) inclusive of only the amount of the transaction retained by The Coordinator except in the case of an amount that is not retained by either GigRoster™ or The Coordinator, in which case the service charge will be split at 50% paid by The Coordinator and 50% paid by GigRoster™ (currently 1.5% of any payments made including the deposit or the balance) and is provided as a courtesy to the customer in making payments to their performer(s).
Exclusivity
The Coordinator agrees that any and all bookings of performers, musicians, entertainers, speakers or entertainment service providers shall be contracted through GigRoster™ and shall fall under the purvey of this agreement exclusively during the term of this agreement regardless of whether the performers, musicians, entertainers, service providers were previously listed with or booked through GigRoster™ and regardless of when, where from or how the customer, buyer or customer was procured. All bookings, save any specific exceptions named herein, shall be contracted through the GigRoster™ under the current system and method of booking as determined by GigRoster™. Breech of this provision may result in a $1000.00 fine per incidence or the actual commission or fee, whichever is greater, and may also result in, at GigRoster™ 's option, immediate revocation of this license and forfeiture of any future commissions.
Included Policies
This document, which is available at: https://www.gigroster.com/help/agent_agreement, along with the current policies and procedures in the current online Team Guide, available at https://sites.google.com/gigroster.com/teamguide/home, are fully incorporated herein and constitute the entire agreement between the parties without regard to any previous or subsequent verbal agreements unless such verbal agreements are made part of this agreement in writing and by mutual consent. This agreement shall be binding on the parties hereto undersigned below and shall be binding on their executors, administrators, personal representative, successors and assigns. Any changes made to policies or procedure in the current Team Guide shall be considered a current and valid part of the operating license agreement between GigRoster™ and The Coordinator. Substantial changes to the current Team Guide which materially change conditions of the agreement shall be provided to The Coordinator with 30 days advance notice. Conditions, service fees and policies, system and procedures in the current Team Guide shall be fully incorporated herein as policy for all Licensed Talent Coordinators through GigRoster™. The Coordinator shall be given access to opt in to the Team Guide at all times, but it is the responsibility of The Coordinator to opt in to access for the Team Guide.
Services Provided
GigRoster™ agrees to provide and The Coordinator agrees to procure the following services exclusively through GigRoster™
Services Not Provided
This agreement covers primarily booking and contracting and internet resource services and does not include any accounting, hiring or payroll functions, musical or performance functions, specific advertising costs dedicated solely to promoting The Coordinator and not GigRoster™ as a whole nor any other function except as specifically stated.
Proprietary Rights and Terms of Use
GigRoster™ and the GigRoster™ System including GigRoster.com and any associated web sites, are solely owned by GigRoster™, a company headquartered in Washington State, USA, PO Box 78593, Seattle WA 98178. GigRoster™ shall have the right, at its sole discretion, to modify, add or remove any conditions, service fees and policies, system and procedures in the current of the Team Guide, fully incorporated herein by reference, without notice or liability.
GigRoster™, GigRoster.com™, the tag line “Real Talent” and other identifying marks of GigRoster™ shall remain the trade-marks and trade names and are the exclusive property of GigRoster™', and any unauthorized use of these marks is unlawful. Other trademarks on the website are the property of their respective owners. All content on the websites, including without limitation, all programs, interfaces, interface text, documentation and graphics, as well as any email lists maintained by or provided by GigRoster™ are the copyrighted and exclusive property of GigRoster™ and GigRoster™ and is protected by international copyright law. The content may be used by The Coordinator only for The Coordinator's use as provided for in this agreement but may not be taken out of context or presented in a misleading or discriminatory manner. Any rights not expressly granted to The Coordinator are reserved by GigRoster™.
Any information provided in any way by GigRoster™ may not be reproduced, copied, sold or disseminated in any way or by any means. Any incident of copying, sales or distribution outside of The Coordinators use for booking as a GigRoster™ Licensed Talent Coordinator carries a penalty of not less than $1,000.00 per violation or actual damages, whichever is greater.
The Coordinator may not solicit or contact any artist, act or performer for any other purpose than that of potential booking or hiring of the artist, act or performer to perform at an event or venue without specific written approval by GigRoster™. Artists, acts and performers may not be approached with any solicitation to buy products or services of any kind. Validated violation of this clause will result in immediate termination of this license and may result in additional legal action.
Use of the GigRoster.com or the GigRoster™ system and any associated data or information distributed in conjunction with GigRoster™ is offered to The Coordinator on The Coordinator's acceptance of these this agreement. If The Coordinator does not agree to be bound by and comply with the terms, The Coordinator may not access or use any GigRoster™ information, data, services, or website.
Information and Accuracy
GigRoster™ has used its best efforts to obtain the most accurate and timely information available, all of which are subject to change. Accordingly, GigRoster™ cannot guarantee the accuracy, timeliness, reliability or completeness of any of the information accessed from this GigRoster.com or associated websites or resources as GigRoster™ relies on the listed artists and customers to keep us informed with updated information. GigRoster.com or associated websites or resources and all information contained on or accessed are provided to The Coordinator on an "as is" basis without warranties of any kind whatsoever. This includes any implied warranties or warranties of fitness for a particular purpose or non-infringement of the rights of third parties. GigRoster™ reserves the right, at its sole discretion, to modify, disable access to or discontinue, temporarily or permanently, any part of GigRoster.com or associated websites or resources without liability or notice. The Coordinator acknowledges and agrees that any reliance on or use by The Coordinator of information available on any GigRoster™ website shall be entirely at The Coordinator's own risk. In no event shall GigRoster™, nor any of its artists, be liable for any direct, indirect, consequential or exemplary damages arising from the use or the performance of this website, even if GigRoster™ or such provider has been advised of the possibility of such damages. GigRoster™ shall not be held liable for the performance or breech by any listed performer under any circumstance.
Confidentiality and Transmission Over the Internet
The transmission of data or information (including communications by email) over the Internet or other publicly accessible networks is not secure, and is subject to possible loss, interception or alteration while in transit. Accordingly, GigRoster™ does not assume any liability for any damage The Coordinator may experience or costs The Coordinator may incur as a result of any transmissions over the Internet or other publicly accessible networks, such as transmissions involving the exchange of e-mail, fax, text message, instant messenger type service, or by any other method with us (including those which may contain The Coordinator's personal information). While GigRoster™ shall take all reasonable efforts to safeguard the privacy of the information The Coordinator provides us and treat such information in accordance with our Privacy Policy, in no event will the information The Coordinator provided to GigRoster™ be deemed to be confidential, create any fiduciary obligations to The Coordinator on GigRoster’s part, or result in any liability to The Coordinator on GigRoster’s part in the event that such information is inadvertently released or accessed by third parties without our consent.
Talent Coordinator Conduct and Obligations
The Coordinator agrees to follow all applicable laws and regulations when using GigRoster.com, GigRoster™ system and GigRoster™ resources. The Coordinator shall not sell access to or the use of the website or any resources, including any content contained, downloaded or accessed, except as specifically permitted in writing by GigRoster™. The Coordinator shall not redistribute any content, provided by GigRoster™ in any manner whatsoever including by means of printed publication, fax broadcast, web pages, email, web newsgroups or forums, or any other electronic or paper-based service or method to anyone not employed by or licensed as an Talent Coordinator with GigRoster™. The Coordinator shall at all times maintain business practices, employing appropriate integrity and professionalism as will reflect well on GigRoster™ and all licensed agents as determined by GigRoster™, as well as best practices, procedures and rules as outlined in various sections of the Team Guide.
The Coordinator agrees, as per GigRoster™ policy and core values, to not discriminate on the basis of race, color, religion, creed, gender, gender expression, age, national origin, ancestry, disability, marital status or sexual orientation in any of its activities or operations. These activities include, but are not limited to, hiring and firing of staff or consultants, selection of vendors or entertainers, recommendations for entertainment services to customers and provision of various services. GigRoster™ is committed to providing an inclusive and welcoming environment for all members of our team, staff, customers, volunteers, subcontractors and vendors. Likewise, GigRoster™ and The Coordinator will not be obligated to continue to work with customers who prove to make decisions based on the listed discriminatory actions. With various differences, qualifications, specific and unique talents offered among the entertainment provided by artists it is always understood that judgement as to what is the best entertainer or act is subjective and a matter of artistic taste, but discrimination will not be accepted or encouraged in business transactions contracted through GigRoster™.
Indemnification by the Coordinator
The Coordinator agrees to indemnify, defend and hold GigRoster™ and any GigRoster™ affiliates, business partners, officers, directors, employees and licensed agents harmless from any loss, liability, claim, demand, damage, or expense (including reasonable legal fees) asserted by any third party relating in any way those actions by The Coordinator which are not under the control of GigRoster™. GigRoster™ reserves the right to assume the exclusive defense and control of any matter subject to indemnification by The Coordinator, particularly where GigRoster™ may be perceived to have exposure to liability, which shall not excuse The Coordinator's indemnity obligations.
GigRoster™ cannot forecast or guarantee success within the entertainment industry but will act on the best interest for the potential future success of The Coordinator at all times as is reasonably possible.
Third Parties, Information Content, Performers, Musicians, Entertainers and Services: As a user of the GigRoster™ websites and services The Coordinator acknowledges and agrees that GigRoster™ shall be held harmless from any loss or damage in connection with, any dealings or transactions with any third parties including performers, musicians, entertainers and service providers. The Coordinator further agrees to hold harmless GigRoster™ for any inaccuracies in the information and services provided on the part of GigRoster™, Given the mutually acknowledged transient and changing nature of information provided by customers, performers, musicians, entertainers and service providers, GigRoster™ and The Coordinator shall work cooperatively to update and correct any errors in data provided by said customers, performers, musicians, entertainers and service providers within the system
Links or pointers to other websites and references to products and services offered by third parties are provided to The Coordinator for convenience only and do not constitute an endorsement or approval by GigRoster™ of (i) the organizations that operate such websites; (ii) the content, privacy policies or other terms of use on such websites; or (iii) Any third party products and services. As GigRoster™ has no control or responsibility over other websites, services or content maintained by other organizations, or for products and services offered by third parties, GigRoster™ does not assume any liability for The Coordinator's use of any of the foregoing, which use The Coordinator acknowledge and agrees shall be at The Coordinator’s own risk.
Notices
Any official legal notice shall be sent registered certified mail, postage prepaid, return receipt requested. All notices shall be effective when the first notice is received. If either party fails to enforce any term of this Agreement, failure to enforce on those occasions shall not prevent any enforcement of that or any term of this agreement on any other occasion or imply that any part of this agreement is not in force or enforceable.
Enforcement
Any party to this agreement may enforce this agreement. If a dispute arises out of or related to this agreement or the breech thereof and if said dispute cannot be settled by direct discussions and If legal recourse is sought through the courts, the venue shall be that of appropriate jurisdiction located in King County, State of Washington, USA. In the event that legal recourse is sought, the prevailing party shall be entitled to any and all reasonable legal costs involved in bringing or defending the action. These costs shall be paid in addition to any judgment, which may be received in the action, unless that judgment includes as part of the settlement said legal cost. This agreement shall be governed by and construed in accordance with the laws of the State of Washington.
Termination
Either party may terminate this agreement at any time with written notice for any reason. Termination may also be sought immediately for any substantial breach of this agreement by either party, although it is not required. Upon termination of this Agreement for any reason, both The Coordinator and GigRoster™ shall not act in any manner that may compromise the future business success of the other party. Breach of this provision may result in punitive damages as determined in a court of law. GigRoster™ and The Coordinator shall not release or discuss proprietary, fiduciary or financial information as it relates to GigRoster™ and The Coordinator without approval by either The Coordinator or GigRoster™ to any outside party except as may be required by law at any time during the term of or after termination of this agreement. GigRoster™ may terminate this agreement without notice if The Coordinator is inactive or essentially inactive for a period of 60 or more days.
The consultant agrees to contract through GigRoster™ any future bookings by acts which have or had been booked at any time during the term when this agreement was in force. The Coordinators shall be responsible to pay a booking fee based on 20% of any booking agreement to GigRoster™ for any future bookings by acts which have or had been booked by the Coordinator at any time during the term when this agreement was in force that are subsequently not contracted through GigRoster™ unless this clause is waived, in writing, by GigRoster™, naming the specific act and date for which an act is booked following termination of this agreement and for only that date and performance unless that The Coordinator is released in perpetuity, by GigRoster™ in writing, for that particular act.
Complete Agreement
At the time of approval, this document, along with the current policies and procedures in the current online Team Guide, fully incorporated herein, constitutes the entire agreement between the parties without regard to any previous or subsequent verbal agreements unless such verbal agreements are made part of this agreement in writing and by mutual consent. This agreement shall be binding on the parties hereto by acceptance online at GigRoster.com and shall be binding on their executors, administrators, personal representative, successors and assigns. The Coordinator agrees that at the time of agreement they have access to or will at their option access the current Team Guide. Any changes made to policy or procedure in the current Team Guide shall be considered a current and valid part of the operating license agreement between GigRoster™ and The Coordinator. Conditions, service fees and policies in the current Team Guide shall be fully incorporated herein as policy for all Licensed Talent Coordinators through GigRoster™.