US Terms and Conditions
TERMS OF BUSINESS
1. Payment of Fees
Fees are payable as per the structure described under payment terms in the above agreement. If you fail to make payment on time, we reserve the right to cancel the booking. This will be treated as a cancellation by you and you will have to pay us the cancellation charges detailed below in Clause 4 headed “Cancellation”. The booking fee for the artist is to remain confidential between client and Scarlett Entertainment Inc.
2. Security
PURCHASER shall arrange and be responsible for the safety and security of all AGENT personnel, auxiliary personnel, all equipment, costumes and personal property at the Site.
3. Production Elements & Labor
PURCHASER agrees to furnish at its own cost and expense all that is necessary for the proper presentation of the AGENT, including a suitable stage and venue, as well as all necessary stage hands, stage carpenters, electricians, electrical operators and any other labor as required by any national or local union(s) to take in, hang, work and remove the entertainment presentation. Any site-specific production requirements, including but not limited to staging, rigging, truss, lighting and sound are the sole responsibility of PURCHASER, if required. This will be detailed on the contract or the rider.
4. Creative Control
AGENT shall have the sole and exclusive control over the production, presentation and performance of the Engagement hereunder, including but not limited to the details, means and methods of the performance. AGENT shall have sole and exclusive control over all casting/ personnel decisions for the Engagement.
5. Intellectual Property, Copyright and Advertising
PURCHASER expressly acknowledges AGENT’s intellectual property rights in and to the Engagement and agrees that it will do nothing inconsistent with such ownership. PURCHASER is expressly prohibited from and must obtain prior written permission of AGENT for any use, sale or other exploitation of AGENT’s intellectual property rights in and to the Engagement, including but not limited to any and all reproductions, in whole and/or part, of the Engagement in any and all forms. If you choose to advertise and/or market the Artist/Event/Performance without first seeking our prior written agreement and/or approval from us then you agree to provide us with a complete indemnity in respect of any potential claims by any third party for unlimited consequential losses and/or damages. All copyright and other intellectual property rights relating to the Artist’s performance and any material used by the Artist during the performance remain vested in the Artist. No electronic or other recordings of the Artist’s performance can be made without our prior consent. Where consent for recording is given copies of such recording must be supplied to Scarlett Entertainment Inc.
6. Disturbance During Performance
It is accepted that you the PURCHASER are responsible for the actions of the audience/ delegates. In the event of any disturbance e.g. (but not limited to) unreasonable background noise, throwing of missiles, failure of P.A. system, continual abuse under or not under the influence of alcohol the AGENT is entitled to decrease their performance time. In this event the PURCHASER will remain liable for the full artist’s fee.
7. Taxes/Union Requirements/Royalties
PURCHASER agrees to pay directly any and all fees, levies and taxes including, without limitation, amusement, income or franchise taxes (other than AGENT’s ordinary Federal and State of Residence income taxes) and any taxes imposed on AGENT or SCARLETT ENTERTAINMENT INC by any state or local or municipal government or authority, and that all payments shall be without deduction and free of such taxes, fees and levies. PURCHASER shall comply with all regulations and requirements of any union or unions that may have jurisdiction over any of the materials, facilities and personnel to be furnished by PURCHASER. PURCHASER shall also be responsible for any/all ASCAP or BMI royalties in connection with AGENT’s performance at Engagement.
8. Insurance
PURCHASER agrees to provide not less than one million dollars ($1,000,000) per occurrence commercial general liability insurance (including, without limitation, coverage to protect against any and all injury to persons or property as a consequence of the Site and the installation of the production equipment and instruments provided by PURCHASER and/or its employees, contractors and agents). PURCHASER warrants that such policy shall include Scarlett Entertainment INC and ARTIST as additional insured’s for the duration of the Engagement and any rehearsal(s).
9. Force Majeure
(a) A "Force Majeure Event" is defined as one or more of the following causes which renders performance impossible, impracticable, or unsafe: death, illness of, or injury of AGENT's key personnel; theft, loss, destruction, or breakdown of equipment owned or leased by AGENT; fire; threat(s) or act(s) of terrorism; riot(s) or other form(s) of civil disorder in, around, or near the Performance(s) venue; strike, lockout, or other forms of labor difficulties; any act, order, rule, or regulation of any court, government agency, or public authority; act of God; absence of power or other essential services; failure of technical facilities; failure or delay of transportation not within AGENT's reasonable control; inclement weather; and/or any similar or dissimilar cause beyond AGENT's or PURCHASER's reasonable control.
(b) If a Force Majeure Event occurs, the parties' respective obligations hereunder will be excused fully, without any additional obligation, and each of the parties shall bear its own costs incurred in connection with this Agreement. Travel and accommodation already booked will also remain the burden of the PURCHASER and costs for this cannot be claimed back from the AGENT or ARTIST.
(c) Notwithstanding the foregoing, if AGENT is ready and willing to perform, PURCHASER will pay AGENT the full amount of the guarantee set forth in this Agreement.
(d) If ARTIST is unable to depart city of venue after the ENGAGEMENT due to flight cancellation, or flight unavailability caused by onsite delays in ARTIST's performance schedule or failure to get to the city of Engagement airport on time due to local traffic or delays in PURCHASER-provided ground transportation, PURCHASER shall be responsible for providing additional hotel accommodations and per diem allowances, in accordance with the terms and rates agreed upon in this contract. ARTIST shall make best efforts to depart city of venue as soon as reasonably possible in an effort to limit PURCHASER’s costs.
10. Cancellation
(a) If you wish to cancel your booking you must send us Notice of Cancellation in writing by email or by recorded delivery post. Any cancellation will take effect on the day we receive your written instruction.
(b) If you fail to make payment to us in accordance with this agreement, we may regard this as a cancellation by you.
(c) If you cancel the booking after the Artist has confirmed acceptance of the engagement, you will be liable to pay Scarlett Entertainment INC a charge to compensate for any losses and expenses incurred as a result of the cancellation. The nearer the cancellation date is to the engagement date, the greater the charge will be. The sums payable are:
Time before engagement date Cancellation charge (as a % of total booking fee) More than 90 days 50% 1- 90 days 100%
11. Scarlett Entertainment Inc Acts only as an agent
SCARLETT ENTERTAINMENT INC acts herein only as AGENT and is not responsible for any act of commission or omission on the part of AGENT or PURCHASER. In furtherance thereof and for the benefit of SCARLETT ENTERTAINMENT INC, it is agreed that neither PURCHASER nor AGENT will name SCARLETT ENTERTAINMENT INC as a party in any civil action or suit arising out of, in connection with, or related to any acts of commission or omission of PURCHASER or AGENT.
12. Indemnification
PURCHASER shall indemnify, protect, and hold AGENT, AGENT's accountants, attorneys, agents, and their respective contractors, employees, licensees, and designees (collectively, the "Indemnified Parties") harmless, from and against any claim, demand, action, loss, cost, damage, or expense whatsoever (including, without limitation, reasonable attorneys' fees) arising out of or in connection with the Performance, including, but not limited to: (a) any claim, demand, or action made by any third party, as a direct or indirect consequence of the Performance; (b) any and all loss, damage, and/or destruction occurring to AGENT's and/or their respective employees', contractors', or agents' equipment at the place of the Performance, including, but not limited to, damage, loss, or destruction caused by forces beyond the parties' control; (c) a breach or alleged breach of any warranty, representation, or agreement made by PURCHASER hereunder in connection with the Performance, including, without limitation, any failure by PURCHASER to perform any agreement entered into between PURCHASER and any third party; and (d) damage or injury to any patrons, or the venue, or any fixture or personal property therein, caused by fans or any others not engaged by AGENT.
For the avoidance of doubt, no claim, deduction, or offset will be made by PURCHASER in respect of same, unless proof of such damage and the cause thereof is provided to AGENT, and AGENT expressly agrees to such claim, deduction, or offset in writing.
13. No Partnership
PURCHASER acknowledges that AGENT signs this Agreement as an independent contractor and not as an employee, and agrees that nothing in this Agreement shall be construed so as to treat or consider PURCHASER and AGENT to be a partnership or joint venture, or that AGENT shall be liable in whole or in part for any obligation that may be incurred by PURCHASER in PURCHASER’s carrying out any of the provisions hereof or otherwise.
NO ASSIGNMENT: PURCHASER shall not have the right to assign this Agreement, or any provision hereof.
14. Limited Liability
Under no circumstances will AGENT be liable to PURCHASER or any third party in contract, tort, or otherwise, for any indirect, incidental, special, consequential, punitive, exemplary, or similar damages that result from the parties' performance or non-performance hereunder, including but not limited to loss of revenue or lost profits, even if AGENT has been advised of the possibility of such damages.
15. Compliance with Law
Nothing in this Agreement shall require the commission of any act contrary to law or to any rules or regulations of any union, guild, or similar body having jurisdiction over the service and personnel to be furnished by AGENT to PURCHASER hereunder and wherever there is any conflict between any provision of this Agreement and any law, rule, or regulation, such law, rule or regulation shall prevail and this Agreement shall be curtailed, modified or limited only to the extent necessary to eliminate such conflict.
16. Warranties
The warranties set forth in this section are the only warranties made by AGENT. AGENT makes no other warranties of any kind, express or implied, in connection with the performance.
AGENT hereby expressly disclaims any implied warranties arising from a course of dealing or course of performance. Except as set forth herein, no oral or written information given by AGENT, or their respective employees, affiliates, or agents will create a warranty or representation and purchaser expressly acknowledges that it has not entered into this agreement in reliance upon any alleged representation or warranty of AGENT or any of its employees, affiliates, agents or representatives.
17. Complete Agreement
This Agreement (including the Rider, if applicable) constitutes the sole, complete and binding agreement between the parties hereto. This Agreement may not be changed, modified or altered except by instrument in writing signed by the parties. This Agreement shall be construed in accordance with the laws of the State of New York without regard to its application of choice of laws. Any claim or dispute arising out of or relating to this Agreement or the breach thereof shall be settled by arbitration in State of New York. The parties hereto agree to be bound by the award of such arbitration and judgment upon the award may be entered in any court having jurisdiction thereof.
18. Authority to Sign
Each party represents and warrants that it has the right and authority to enter into this Agreement, and that by entering into this Agreement, it will not violate, conflict with, or cause a material default under any other contract, agreement, indenture, decree, judgment, undertaking, conveyance, lien, or encumbrance to which it is a party or by which it may become subject.
19. Booking and Reservations
If you make the relevant and/or necessary booking arrangements for Artists for travel (including baggage and transfers) and accommodation then you will provide us with details of those bookings and/or reservations as soon as they are available and you will accept liability and provide us with a complete and full indemnity for any loss, liability or costs (including legal costs) incurred by us as a result of any act, omission or default by you or any third party engaged or instructed by you. If the ARTIST is unable to travel due to reasons of Force Majeure as identified in term 9, the PURCHASER is still liable for all costs concerning the travel and accommodation aspects of the booking.
20. Notices
All notices under this Agreement shall be in writing and delivered to you or to us at our respective addresses specified in the Booking Agreement, by first class post, EMAIL or personal delivery.
Notices by post shall be deemed and notices by facsimile and personal delivery shall be deemed to have been delivered within 24 hours of transmission or such personal delivery as applicable.
21. Complaints
In the event of a dispute or complaint from either the AGENT or the PURCHASER, any issue must be put in writing within 48 hours. The Agent will act as mediator and aim to reach an agreeable solution between both parties. Third party statements should be obtained where possible to back up any claim. If the matter cannot be resolved or an agreement reached, then both parties should seek legal advice.
