TALENT AGREEMENT
Last Updated: November 13, 2021
LICENSE AND SERVICES AGREEMENT
THIS LICENSE AND SERVICES AGREEMENT (this “Agreement”) is entered into between you (“you” or “Talent”) and AllCertified Inc. (“we” or “AllCertified”). AllCertified and Talent may be individually referred to herein as a “Party” or collectively as the “Parties”.
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE YOU START TO USE THE SERVICE (DEFINED BELOW). BY USING THE SERVICE OR BY CLICKING TO ACCEPT OR AGREE TO THIS AGREEMENT WHEN THIS OPTION IS MADE AVAILABLE TO YOU, YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY THIS AGREEMENT. BY ACCEPTING THIS AGREEMENT, YOU ARE ENTERING INTO A MUTUALLY BINDING AGREEMENT BETWEEN YOU AND ALLCERTIFIED AS TO THE TERMS SET FORTH BELOW. IF YOU DO NOT WANT TO AGREE TO THIS AGREEMENT, YOU MUST NOT ACCESS OR USE THE SERVICE.
YOU ACKNOWLEDGE AND AGREE THAT WE HAVE MADE THE SERVICES AVAILABLE TO YOU AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE REPRESENTATIONS AND WARRANTIES, DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN US AND YOU AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN ALLCERTIFIED AND YOU. WE WOULD NOT BE ABLE TO PROVIDE THE SERVICES TO YOU WITHOUT THESE LIMITATIONS.
AllCertified provides services that enable Talent to create, manage, and affix digitally authenticated autographs or otherwise associate Talent’s autograph with non-fungible tokens and the content associated with such non-fungible tokens (collectively, “NFTs”) either (1) created by or on behalf of Talent or (2) submitted to Talent by third parties and other services as may be provided by AllCertified (collectively, the “Service”) and Talent wishes to and does hereby engage AllCertified to perform the Service and Talent agrees, as set forth in this Agreement, to perform such activities and provide AllCertified all rights necessary to enable AllCertified to perform the Service. In consideration of the mutual covenants, terms, and conditions set forth herein, the Parties hereto agree as follows:
1. Use of Site. Talent acknowledges that to participate on the AllCertified website, mobile application, or other AllCertified technology and the Service through them (collectively, the “Site”), Talent must register for an account. Talent shall provide accurate, current, and complete information as prompted by the registration form and during the Onboarding Process (defined below), as well as any other information reasonably requested by AllCertified or provided to Talent’s Site account (collectively, “Registration Data”). If at any time AllCertified believes, in its reasonable discretion, that Registration Data is incomplete, incorrect, or false, AllCertified reserves the right to suspend or terminate Talent’s Site account. Talent is responsible for (i) all activities that occur on or in connection with Talent’s Site account, (ii) notifying AllCertified of any changes to Registration Data, and (iii) maintaining the confidentiality of Talent’s Site account information, including username and password. Talent shall immediately notify AllCertified upon becoming aware of any actual or suspected unauthorized access or use of Talent’s Site account. Talent acknowledges and agrees that, in addition to this Agreement, Talent’s use of the Site is subject to the terms and conditions and other policies posted on the Site, which may be updated from time to time (collectively, “AllCertified Policies”). In the event of any conflict between this Agreement and AllCertified Policies, the terms of this Agreement shall govern.
2. Onboarding. Talent will complete an onboarding process as described on the Site or in other materials provided to Talent (the “Onboarding Process”). Talent agrees to perform the Onboarding Process activities as described to Talent at the time of registration, including executing and providing Talent’s own autograph to AllCertified, and to do so at no cost to AllCertified. AllCertified reserves the right to require additional information or materials from Talent throughout the Term (as defined below) to provide the Service.
3. NFT Autograph Requests. From time to time, a third party using the Site (“User”) may request that Talent affix Talent’s autograph to one or more NFTs via the Service (each, an “NFT Autograph Request”). Talent shall have for a period of time as set forth by AllCertified (at AllCertified’s sole discretion) to accept an NFT Autograph Request (“Request Window”). If Talent does not accept the request during the Request Window or declines the request, the request will expire and will no longer be able to be fulfilled. Talent may decline or refuse a NFT Autograph Request at Talent’s sole discretion. If Talent accepts an NFT Autograph Request, or otherwise instructs AllCertified to affix Talent’s autograph to an NFT (including NFTs created or issued by or on behalf of Talent), at any time during the Term, Talent hereby authorizes AllCertified, or any third party designated by AllCertified, to affix Talent’s printed name and autograph on such NFT to create an autographed NFT (each, an “Autographed NFT”). Talent acknowledges and agrees that acceptance of an NFT Autograph Request is final and cannot be rescinded and that Autographed NFTs are irreversible and cannot be undone. AllCertified retains the right, in its sole discretion, to cancel any request from a User. No payment will be made to Talent for any declined, cancelled, or unfulfilled NFT Autograph Requests. Talent agrees to promptly respond to (i.e., accept or decline) all NFT Autograph Requests. Without limiting the foregoing sentence, if Talent fails to respond to an NFT Autograph Request within seventy-two (72) hours, AllCertified will issue a warning to Talent (“Warning”). Upon issuing a subsequent Warning, Talent’s Site account will be suspended for seven (7) calendar days. Following the issuance of a third Warning, at AllCertified’s sole discretion, AllCertified may immediately terminate this Agreement. To avoid receiving Warnings, Talent must notify AllCertified in advance in writing (email sufficing) of any extended periods of unavailability during which time AllCertified will display Talent as “temporarily unavailable” on the Site and no NFT Autograph Requests will be processed.
4. Fees; Payment; Expenses.
A. Fees. Talent will pay to AllCertified such fees and charges as set forth on the Site (“Fees”) and as revised from time to time by AllCertified, including fees due to third parties in connection with Talent creating and issuing Autographed NFTs. All Fees are nonrefundable. AllCertified will notify you if the price of paid subscriptions increase. Talent’s continued use of the Service after being notified of any price increase will constitute Talent’s agreement to pay such increased price. Talent may set Talent’s charge to Users for Talent’s acceptance and fulfillment of an NFT Autograph Request through the Site (each, an “Autograph Fee”). All service, transaction, or processing fees due to AllCertified or any third party service provider will be charged to Users on top of the Autograph Fee set by Talent. AllCertified will pay Talent a percentage of each Autograph Fee, or, if applicable, a percentage of the sales price of the primary sale of Autographed NFTs, each such percentage as published on the Site and as amended by AllCertified from time to time, solely with respect to such amounts as actually received by AllCertified (“Talent Share”). AllCertified will instruct the designated third parties that generate, mint, or create Autographed NFTs to include in the smart contract of each Autographed NFT code instructing secondary sales platforms to divert to Talent the percentage identified and set forth on the Site as the Talent’s share of secondary sales of the sale price in the currency (which, for clarity, may be a cryptocurrency) paid by the buyer of each secondary sale of the applicable Autographed NFT (“Talent Secondary Share”). Notwithstanding anything to the contrary herein, except for the obligation set forth in the immediately preceding sentence, AllCertified will not owe any payment or obligation to Talent with respect to the Talent Secondary Share or secondary sales of Autographed NFTs and AllCertified does not guarantee that the Talent Secondary Share will be honored by third parties. Notwithstanding anything to the contrary contained herein, if AllCertified, in its sole discretion, discovers or suspects that fraud, money laundering, or other violation of law or regulation is taking place on or in connection with the Site, AllCertified may withhold, delay, or seek repayment of any payments made to Talent as related to such actual or suspected violation of law or regulation.
B. Fee Representations & Warranties. Talent acknowledges and agrees that: (i) other than the Talent Share and Talent Secondary Share, AllCertified does not and shall not owe Talent any fees, royalties or other payments in connection with the activities, rights and licenses granted hereunder; (ii) AllCertified is not responsible for any fees, commissions, or payments of any kind to or with respect to any third party (e.g., manager or agent) in connection with any revenue earned by or payments made to Talent under this Agreement; and (iii) Talent shall be responsible for all federal, state, local and other income, employment, FICA, self-employment and other taxes, withholding, and all other deductions from compensation required by law or any labor union and Talent shall indemnify AllCertified for any and all such amounts, which AllCertified may offset against any amounts due or owing to Talent by AllCertified.
5. License.
A. Talent Content. Talent may itself, or cause or permit third parties to, upload, submit, store, send, or transmit information, content and data to AllCertified or the Site, including Talent’s name, signature, autograph, image (actual or simulated), voice, and likeness (collectively, “Talent Content”). Talent hereby grants to AllCertified, a non-exclusive, royalty-free, fully paid, unlimited, world-wide, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license, in any and all manner and media, whether now known or hereinafter invented or devised, to use, reproduce, license, store, transmit, distribute, modify, adapt, publicly perform, publicly display, format, exhibit, create derivative works of, incorporate into other works, associate with NFTs and related content, or otherwise exploit Talent Content in connection with the creation, development, operation, promotion, marketing, distribution, provision and sale of the Autographed NFTs, the Site and the Service. Furthermore, Talent hereby grants to AllCertified the non-exclusive, royalty-free, fully paid, unlimited, world-wide, sublicensable (through multiple tiers of sublicenses), and irrevocable right to use Talent’s name, signature, autograph image (actual or simulated), voice, and likeness throughout the Term to advertise, market, promote and provide the Service. Talent agrees that AllCertified may advertise and promote the fact of Talent’s use of the Service. Talent shall not sell, resell, commercialize, or encumber Talent’s rights in any Autographed NFT or the autograph affixed to a particular Autographed NFT. Talent acknowledges and agrees that Talent Content may be uploaded, stored, or hosted using InterPlanetary Filing System (“IPFS”) by or on behalf of AllCertified. Talent acknowledges that Talent Content stored using IPFS may not be removable, alterable, or able to be deleted.
B. Exclusivity. Talent acknowledges and agrees that, for the duration of the Term, the foregoing license grant in Section 5(A) is exclusive, even as to Talent, with respect to AllCertified’s right to affix or associate digital representations of Talent’s signature or autograph with NFTs, and Talent agrees that it will not, and that Talent will not authorize, or license the right to, any third party to affix or associate Talent’s signature or autograph with NFTs except through the Service.
6. Term and Termination. This Agreement will commence on the date in which Talent begins to use the Service or clicks to accept or agree to this Agreement, whichever is earlier (“Effective Date”) and will continue in effect until terminated by either Party pursuant to this Agreement (the “Term”). Either Party may terminate this Agreement for any or no reason effective thirty (30) days after delivery of written notice to the other Party. AllCertified may, at AllCertified’s sole discretion, propose modifications to the terms of this Agreement, which, unless rejected in writing by Talent within ninety (90) days following Talent’s receipt of such proposed terms, will be deemed accepted and become effective immediately following such ninety (90) day period. Furthermore, this Agreement will terminate immediately upon Talent’s death. For the avoidance of doubt and without limiting any rights granted herein, AllCertified may fulfill all NFT Autograph Requests which have been accepted or approved prior to termination of the Term and all licenses and authorizations granted hereunder will survive termination of this Agreement as set forth in Section 13(L). AllCertified may immediately suspend or terminate Talent’s Site account and the Service as related to Talent if (i) AllCertified has reasonable grounds for believing that Talent has breached its obligations under this Agreement or has violated any AllCertified Policies, (ii) if AllCertified learns of actual or suspected unauthorized access or use of Talent’s Site account, or (iii) to comply with applicable law or regulation. Upon termination, AllCertified may disable Talent’s access to Talent’s Site account or delete such account and all associated data.
7. Confidentiality. Each Party agrees to maintain all information, documents or materials received from the other Party pursuant to this Agreement in confidence, and agrees not to use any such information for any purpose, or disclose any such information to any person, except (a) to the extent necessary or reasonably required to exercise its rights or perform its obligations hereunder; or (b) to the extent necessary to comply with applicable law or to respond to a valid court order, law, rule, regulation, or other governmental action. For clarity, and without limiting the foregoing sentence, the terms of this Agreement and all materials provided to Talent relating to the Onboarding Process are the confidential information of AllCertified.
8. Talent Representations and Warranties. Talent represents, warrants, and covenants that: (i) Talent has the legal power to enter into this Agreement; (ii) Talent does not have any contractual or other limitations (including exclusivity with a third party) that would result in a breach of contract or other limitation to Talent’s use of the Service or performance of its obligations in this Agreement; (iii) Talent shall at all times comply with all applicable laws in connection with Talent’s use of the Service; (iv) Talent owns all right, title and interest in or to, or has obtained a valid license from any applicable third parties to use all Talent Content and to grant the rights contemplated hereunder; (v) the autograph provided by Talent to AllCertified during the Onboarding Process, or any such similar process, is Talent’s own autograph, the autograph was executed and provided by the Talent and that such autograph is an authentic, true and correct representation of Talent’s autograph or signature; (vi) the approval of any NFT Autograph Request via the Service is personally approved by Talent and Talent will not circumvent any biometric verification process implemented by the Service; (vii) the services and Talent Content provided by Talent and any activity of Talent contemplated by or performed pursuant to this Agreement are not covered by any union or labor contract (e.g. SAG-AFTRA) and by entering into and performing this Agreement, AllCertified will owe no obligation, payment, or other duty to Talent or any other third party other than as expressly stated herein; and (viii) Talent is eligible to use the Service as contemplated hereunder and is not restricted by any rules or regulations of any organizations to which Talent may belong, such as the National College Athletic Association (“NCAA”).
9. Disclaimer.
A. ALLCERTIFIED EXPRESSLY DISCLAIMS ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE ALLCERTIFIED MATERIALS, SITE, AND SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ALLCERTIFIED DOES NOT REPRESENT OR WARRANT THAT ANY ALLCERTIFIED MATERIALS, THE SITE, OR THE SERVICE IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.
B. Talent acknowledges, understands and agrees that (i) when using the Site, despite AllCertified’s reasonable efforts to filter or prohibit certain content, Talent will be exposed to content from a variety of sources, and that AllCertified is not responsible for the accuracy, usefulness, safety, legality, or intellectual property rights of or relating to any such content; (ii) Talent may be exposed, despite AllCertified’s reasonable efforts to filter content, to content that is inaccurate, offensive, indecent, objectionable, or harassing, and Talent agrees to waive, and does hereby waive, any legal or equitable rights or remedies that Talent has or may have against AllCertified or with respect thereto; (iii) AllCertified is not responsible or liable for any damages, losses, costs, expenses, or liabilities related to any unauthorized access to or use of Talent’s Site account; (iv) AllCertified cannot restrict the use of an Autographed NFT by the Users for whom Talent has provided the Autographed NFT or by any third party with whom an Autographed NFT has already been shared, transferred or sold; and (v) AllCertified is not responsible or liable for any damages, losses, costs, expenses, or liabilities related to use of an Autographed NFT for any reason, including if the use exceeds the licenses granted herein or otherwise violates the Agreement or AllCertified Policies.
10. Limitation of Liability.
A. Talent accepts and assumes any and all risks associated with, and full responsibility for, or any other loss or inconvenience whatsoever, arising out of, or in any way connected with the Site or Service, whether caused by the negligence of AllCertified or any other person or entity.
B. EXCEPT FOR TALENT’S INDEMNIFICATION OBLIGATIONS IN SECTION 11, TALENT’S BREACH OF REPRESENTATIONS AND WARRANTIES IN SECTION 8, EITHER PARTY’S BREACH OF CONFIDENTIALITY OBLIGATIONS IN SECTION 7 OR EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST REVENUES OR PROFITS, OR FOR THE COST OF OBTAINING SUBSTITUTE PRODUCTS, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL ALLCERTIFIED’S TOTAL CUMULATIVE LIABILITY TO TALENT OR ANY THIRD PARTY WITH RESPECT TO ALL EVENTS, ACTS OR OMISSIONS UNDER OR IN CONNECTION WITH THIS AGREEMENT EXCEED AN AMOUNT EQUAL TO THE FEES ACTUALLY RECEIVED BY ALLCERTIFIED FROM TALENT DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH DAMAGES.
C. TALENT AGREES THAT TALENT WILL LOOK SOLELY TO ALLCERTIFIED WITH RESPECT TO ALL DISPUTES OR CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF. TALENT HEREBY AGREES THAT TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL ALLCERTIFIED’S AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
11. Indemnification. Talent will indemnify, defend and hold AllCertified and its parents, subsidiaries, affiliates, directors, officers, employees, shareholders, agents, partners and licensors harmless from and against any and all claims, costs, proceedings, demands, losses, damages and expenses (including reasonable attorneys’ fees and costs) of any kind or nature arising from (i) Talent’s breach of any representation or warranty as found in Section 8; or (ii) any fraud or intentional misconduct of Talent. AllCertified will: (x) provide Talent with written notice upon becoming aware of any such claim and (y) reasonably cooperate with Talent in the defense of any such claim. AllCertified may select counsel and control the defense of any claim that Talent is indemnifying. Talent may only settle such claim with AllCertified’s prior written consent.
12. Dispute Resolution; Arbitration. The Parties will use commercially reasonable efforts to settle all matters in dispute amicably. If a dispute cannot be resolved by negotiation within thirty (30) days after either Party provides notice to the other Party of such a dispute, whether contractual or otherwise, arising out of or in connection with this Agreement shall be referred to and finally resolved by arbitration pursuant to the Rules of Arbitration of the American Arbitration Association (“AAA Rules”) by one or more arbitrators appointed in accordance with said Rules. The seat, or legal place of arbitration, shall be County of Philadelphia, Commonwealth of Pennsylvania and the arbitration shall be conducted in the English language. The award of the arbitrators shall be final and binding on both Parties. Judgment upon the award may be entered by any court having jurisdiction of the award or having jurisdiction over the relevant Party or its assets. The Parties agree that all aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrator, will be strictly confidential. In accordance with the AAA Rules, either Party shall be entitled to seek from any competent judicial authority temporary injunctive relief against any threatened or actual breach of this Agreement.
13. Miscellaneous.
A. Additional Terms. Talent acknowledges and agrees that AllCertified may enter into certain arrangements with third-party platforms and sites and that some products or services offered through the Site may have additional terms and conditions, including third party terms and conditions (“Additional Terms”). As between the Parties, Talent is responsible for obtaining and reviewing such Additional Terms. By using that product or service, Talent agrees to the Additional Terms. As between the Parties, to the extent that the Additional Terms conflict with this Agreement, this Agreement will govern unless explicitly stated in the Additional Terms.
B. Severability. If any provision or covenant, or any part thereof, of this Agreement should be held by any court to be invalid or unenforceable, either in whole or in part, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining provisions of this Agreement, all of which shall remain in full force and effect.
C. Assignment; Third Parties. Talent may not assign, subcontract, or delegate Talent’s rights or obligations under this Agreement (including Talent’s use of the Service), in whole or in part, without the prior written consent of AllCertified. AllCertified may freely assign its rights and obligations under this Agreement. Any purported assignment, subcontracting, or delegation made without such consent will be null and void for all purposes. This Agreement will insure to the benefit of and be binding upon the Parties and their respective permitted successors, permitted assigns, heirs and personal representatives (as applicable). No one other than a Party to this Agreement, their permitted successors, and permitted assigns will have any right to enforce the terms of this Agreement.
D. Waiver. The failure of any Party to insist upon strict performance of any provision of this Agreement shall not be construed as a waiver of any subsequent breach of the same or similar nature. No right or remedy conferred upon or reserved to either Party hereunder, at law or otherwise, shall be exclusive of any other such right or remedy, and each and every such right or remedy of a Party shall, to the extent permitted by applicable law, be in addition to any other right and remedy.
E. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, regardless of applicable principles of conflicts of laws.
F. Force Majeure. Neither Party will be responsible to the other, nor will either Party be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing its obligations under this Agreement, when and to the extent such failure or delay is proximately caused by force majeure events arising after the Effective Date that are not reasonably foreseeable and that are beyond the control of the impacted Party, such as Talent’s disability, flood, wildfire, earthquake, pandemic, epidemic (inclusive without limitation of COVID-19, viral outbreaks, public health crises, or global health emergencies), hurricane, tornado, volcanic eruption, tsunami, landslide, internet outage, unavailability of third party technology products and services necessary for the Service, or explosion (each a “Force Majeure Event”), provided that the Force Majeure Event could not have been anticipated and mitigated through appropriate business continuity planning and that the impacted Party (i) gives the other Party notice of the disruption caused by the Force Majeure Event within twenty-four (24) hours after the impacted Party knows or has reason to know that the Force Majeure Event will cause a disruption, stating the period of time the disruption is expected to continue; (ii) uses its best efforts to end the failure or delay and ensure the effects of such Force Majeure Event on performance and the other Party are minimized; and (iii) resumes the performance of its obligations as soon as reasonably practicable after the removal of the cause of the disruption. In addition, AllCertified’s failure to perform its responsibilities under this Agreement or delay in performance will be excused if the non-performance or delay arises from or results from acts or omissions by Talent.
G. Relationship. The Parties are acting solely as independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties. Neither Party has authority to contract for or bind the other Party in any manner whatsoever.
H. Counterparts. This Agreement may be executed in one or more counterparts, all of which together will constitute one original document. The exchange of fully executed signature pages to this Agreement by email with PDF attachment or by an imaged form of signature (as facilitated by DocuSign or similar providers) will be sufficient to bind the Parties to this Agreement.
I. Entire Agreement. This Agreement together with the AllCertified Policies and any Additional Terms, as amended from time to time in accordance with their terms, constitutes the entire agreement between AllCertified and Talent with respect to the transactions contemplated by this Agreement. This Agreement overrides and supersedes all other prior and contemporaneous agreements, understandings, proposals, negotiations, and discussions, written or oral, of the Parties relating to the Services prior to the Effective Date (excluding, for the avoidance of doubt, the AllCertified Policies and Additional Terms). In the event of any conflict or inconsistency between this Agreement and the AllCertified Policies or Additional Terms, this Agreement will control.
J. Notices. Any notices required under this Agreement will be directed to the physical addresses or email addresses of the Parties shown on the signature page or such other address as communicated in writing to the other Party from time to time. All notices are effective upon receipt.
K. Interpretation. The conjunction “or” will be understood in its inclusive sense (and/or). The words “e.g.”, “such as”, “include”, “includes” and “including” are not limiting and will be deemed to be followed with the phrase “without limitation”. The headings contained in this Agreement are inserted for convenience of reference only and will not affect the meaning or interpretation of this Agreement. The words “herein”, “hereof”, “hereby”, “hereto” and “hereunder” refer to this Agreement as a whole.
L. Survival. Sections 4 through 13 will survive any termination or expiration of this Agreement.