1. DESCRIPTION OF SERVICES
The Company operates a website, mobile application and/or other technology (the “Platform”) for the purpose of scheduling and arranging live-streaming two-way video conferencing engagements (each, a “Geniecast”) between “Genies” – each an influencer, expert, professional speaker, content provider or industry leader in his or her field – and customers who use the Platform to hire Genies for such Geniecasts (each, a “Client”). This Agreement describes the terms of this arrangement whereby Genie has agreed to engage in one or more Geniecasts for Clients through the Platform (the “Services”). Each Geniecast, and the details thereof, shall be scheduled and agreed to separately.
2. FEES AND PAYMENT
To purchase a Geniecast, each Client will pay the Company an amount equal to (1) Genie’s requested fee for the Geniecast (“Fee”), plus (2) an additional amount as determined by Company to cover its costs and fees. Within two weeks after the applicable Geniecast, Company shall pay Genie his or her full Fee for the Services rendered.
All rights, title and interest in and to the content of each Geniecast, as contributed by Genie and to the extent owned by Genie, remain the property of Genie or the applicable owner.
All right, title and interest in and to Genie’s contributions to each Geniecast, if any (but not the subject matter thereof), and rights therein are “works made for hire” as defined in the U.S. Copyright Act and belong exclusively to the Company. In the event a client wants to purchase a recording of the Geniecast, the company will negotiate a separate royalty agreement with Genie and pay Genie in accordance with it.
Genie has not misrepresented or concealed anything with respect to his or her background that may have a detrimental effect on his or her reputation or the Company’s reputation. If at any time during the Term Genie commits any act which brings him or her into public disrepute or scandal and which materially reflects unfavorably upon the reputation of the Company, in Company’s sole determination, the Company shall have the right to terminate this Agreement immediately without further obligations, and may request the immediate cessation of performance by Genie, in Company’s sole discretion.
6. DISCLAIMERS AND LIMITATIONS OF LIABILITY
a. Company does not have a minimum Client threshold or guarantee that Clients will subscribe to or purchase the Geniecasts. However, Company will honor minimum and maximum Client number requests by Genies.
b. Company does not pre-screen audience members and cannot predict or anticipate questions or comments made during the Geniecast.
c. Genie accepts and assumes the risks associated with performing the Services in interaction with a live audience. Due to the nature of the Geniecast as a live broadcast, Company is not responsible for the audience conduct during the Geniecast.
d. Company is not responsible for any actions taken by any person in reliance on information provided in a Geniecast.
e. The use of the Platform and Services is at Genie’s own discretion and risk.
f. The Platform is made available on an “as is” and “as available” basis. The Company makes no claims or promises about the quality, accuracy or reliability of the Platform, its safety or security. The Company is not liable for any loss or damage that might arise, for example, from the Platform’s inoperability, unavailability or security vulnerabilities or from Genie’s reliance on the quality, accuracy or reliability of the Platform.
g. Clients have the option to rate Genies on a five-star rating system. Company takes no responsibility whatsoever for Clients’ ratings, and Genies accept and assume the inherent risk in ratings, including but not limited to risk to business or professional reputation. Company will use commercially reasonable efforts to monitor the Platform’s rating system for abuse and take appropriate action when such abuse is discovered.
7. COMPANY’S OBLIGATIONS
Company shall: a. Work with Genie and Client to coordinate and schedule Geniecasts. b. Provide Genie with a well-maintained placement on the Platform, in similar placement and style as other similarly situated Genies, in Company’s sole discretion, and reasonable access to Company’s worldwide network. c. In consultation with and on behalf of Genie, schedule and secure Geniecasts and other obligations on the Platform on behalf of Genie. d. Collect and distribute all fees related to Genie’s Services in accordance with this Agreement. e. Provide reasonable technical support for the Platform as needed during the Term.
8. GENIE’S OBLIGATIONS
a. Provide, at Genie’s sole expense, all of the necessary self-promotion materials and descriptions of services required by Company to adequately promote and feature Genie on the Platform.
b. Provide and maintain, at Genie’s sole expense, the materials and equipment necessary to broadcast the Geniecast from Genie’s location onto the Platform, including any software, hardware, reliable Internet access, and other media or equipment (e.g. microphones) as may be necessary or desired by Genie. At a minimum, Genie must have a working computer with a working microphone, camera and reliable Internet access.
c. Forward all leads, inquiries and information received by Genie from third parties related to the Services to the Company.
d. Affirmatively confirm all scheduled Geniecasts and commitments with the Company within two (2) business days of the Company’s booking request.
e. Maintain regular communication with the Company and Client (when applicable) while preparing for each Geniecast.
9. GENIE REPRESENTATIONS AND WARRANTIES
Genie represents and warrants as follows:
a. Genie shall perform the services professionally and to the best of his or her ability, and use best efforts to maintain the highest level of Client satisfaction in performance of the Services.
b. Genie is not a party to any other agreement or obligation that precludes performing the Services under this Agreement.
c. Genie’s presentation and all content delivered by Genie in each Geniecast will be his or her sole and original creation, and will not infringe or violate any other person or entity’s copyright, trademark, patent or other intellectual property or other rights.
d. If Genie includes any non-original work in his or her Services, Genie has duly secured all rights necessary from the intellectual property owner to use and incorporate the intellectual property, or that such works are in the public domain. Prior to performing the Services, Genie shall clearly identify all third party content to be used, and proof of Genie’s license to use such works.
e. All promotional materials, and the rights therein, provided by the Genie to the Company are owned by the Genie. Genie grants to Company the right, in all media now known or later developed, to use the materials as well as Genie’s name, likeness, image, voice and biography (“Persona”), in whole or in part, in connection with marketing, advertising, promoting and selling the Geniecasts.
f. Genie’s Geniecast shall not be obscene, offensive or vulgar and Genie shall not defame any third person in performance of the Services.
10. LIMITATION OF SERVICES
All Geniecasts and other Services are separate and independent and shall be arranged on a case-by-case basis between Company and Genie. All such Services and Geniecasts are subject to this Agreement.
11. RELATIONSHIP OF PARTIES
Genie shall perform the Services as an independent contractor or freelancer and shall not be considered an employee, partner or joint venturer of the Company or otherwise related to the Company for any purpose, and shall not be entitled to any other payments or compensation except as otherwise expressly agreed to. Neither party shall have the right or authority to act on behalf of or bind the other party in any manner. Company shall not be responsible for federal, state and local taxes derived from the Genie’s income or for withholding and/or payment of any federal, state and local income and other payroll taxes, workers’ compensation, disability benefits or other legal requirements applicable to the Genie.
In the event of a Genie’s cancellation other than in event of Force Majure, the Company may, in its sole discretion, cancel any pending or other scheduled Geniecasts with Genie, or terminate this Agreement.
In the event that a Client or any third party commences (or threatens) a lawsuit against Company, Genie agrees to notify Company immediately and indemnify and hold Company, its directors, officers, employees, contractors and representatives harmless and from any and all claims, losses, damages, liabilities, judgments, or settlements, including attorney’s fees, costs, and other expenses incurred as a result of Genie’s violation of any term in this Agreement or any representation or warranty herein, including but not limited to failure to perform or complete Genie’s Services, violation of intellectual property rights, defamation, any act of commission or omission, or failure to pay any and all taxes or fees owed by GENIE resulting from the Services. Company reserves the right to engage its own counsel to defend any such claims.
14. FORCE MAJEURE
In the event that the performance of Services contained herein by any party is prevented due to unnatural acts, government restriction, wars, hostilities, civil disturbances, revolutions, strikes, terrorist attacks, lockouts, power outages or failures, or any other cause beyond the reasonable control of any party, then such party shall temporarily not be responsible for failure or delay in Services of its obligations under this agreement. A force majeure event shall suspend an afflicted party from performing its obligations under this Agreement until as soon as reasonably practicable after the force majeure conditions cease.
15. TERM AND TERMINATION
The term of this Agreement begins on the Effective Date and ends one year thereafter (the “Initial Term”). This Agreement automatically renews and extends for successive one-year periods (each, a “Renewal Term”), commencing immediately following the prior term, unless either party gives the other written notice not to renew the Agreement not less than sixty (60) days prior to the beginning of the Renewal Term. The Initial Term and the Renewal Term(s) (if any) are referred to together as the “Term.”
Genie may not assign its rights or obligations under this Agreement. This is the entire agreement of the parties and supersedes all prior written and oral agreements between the parties with respect to this subject matter. This Agreement may be amended only in writing signed by the parties. If any term, provision or condition, or any part thereof, of this Agreement shall for any reason be found or held invalid or unenforceable by any court of competent jurisdiction, it shall not affect the remainder of such term, provision or condition nor any other term, provision or condition, and this Agreement shall survive and be construed as if such invalid or unenforceable term, provision or condition had not been contained therein. The headings of sections herein are inserted for convenience of reference only. This Agreement shall be governed by, and interpreted and construed in accordance with, the law of the State of Missouri, without regard to principles of conflict of laws. All disputes arising out of or relating to this Agreement shall be brought exclusively in the state and federal courts situated in the State of Missouri, City of St. Louis. No failure or delay of either party to exercise any right, power or privilege hereunder shall operate as a waiver. All rights and remedies granted herein shall be in addition to other rights and remedies to which the parties may be entitled at law or in equity.