Talkadot Client Agreement

Introduction

By agreeing to a Booking Confirmation that incorporates these terms, or by using the Talkadot Platform to book a Talent, you agree to the following. If you do not agree, do not book any engagements through the Talkadot Platform.

PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR FINANCIAL OBLIGATIONS, LIABILITIES, AND PLATFORM RIGHTS. BY AGREEING TO A BOOKING CONFIRMATION THAT INCORPORATES THESE TERMS, OR BY USING THE PLATFORM TO BOOK A TALENT, YOU REPRESENT AND WARRANT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THIS CLIENT BOOKING AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT BOOK ANY TALENT OR ENGAGEMENTS THROUGH THE TALKADOT PLATFORM.

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1.Parties & Applicability‍

This Talkadot Client Booking Agreement (the “Agreement”) sets forth the terms and conditions that govern the relationship between Talkadot Corp (“Talkadot”) and any individual or entity (“Client”) that uses the Talkadot Platform (the “Platform”) to book a professional presenter (“Talent”) for an event.

This Agreement does not create an employer-employee relationship, partnership, or agency arrangement between Talkadot and either Client or Talent.

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2. Role of the Platform and Scope of Services

2.1. Platform Services. Talkadot provides an online platform that enables Clients to discover, connect with, and book Talent for events. The Platform provides tools to facilitate communication, contract negotiation, and secure payment processing.

2.2. Talkadot's Role and Limitations. Talkadot acts as a neutral venue and technology provider. While Talkadot is not a party to the actual service contract between the Client and the Talent, the Platform facilitates the formation of a direct 'Engagement Agreement' between the parties (as defined in Section 4). We do not act as an exclusive agent, manager, or representative for either party. Talkadot does not guarantee the quality, safety, or legality of the services provided by the Talent. The Talent is solely responsible for their presentation and performance."

2.3. Client Responsibilities. The Client is solely responsible for all aspects of their event, including but not limited to production, marketing, venue arrangements, and attendee safety.

2.4. Talent Warranties. Talkadot requires that all Talent contractually represent and warrant that their presentation content is their own original work or is properly licensed, and that it does not infringe on any third-party rights or contain any unlawful material. Talkadot does not independently verify these warranties.

2.5. Material Changes. The services to be provided by the Talent are limited to those explicitly defined in the final Booking Confirmation. Any request by the Client for material changes to the scope of services -- including but not limited to additional presentations, workshops, Q&A sessions, extended duration, or significant changes in topic --must be submitted as a change order through the Talkadot platform. Such changes may be subject to additional fees and must be formalized in a written addendum to the Booking Confirmation before becoming effective.

2.6. Definition of Engagement. A "Talkadot-booked engagement" (the "Engagement") is any booking that is contracted and/or paid for using the Platform's tools, whether the Client was introduced to the Talent through the Platform or through an independent relationship. The Engagement includes the initial agreement as detailed in the Booking Confirmation, plus any subsequent modifications, addendums, or change orders for additional services processed through the Platform. The terms of this Agreement shall apply to the entirety of the Engagement.

2.7. Communication Records. The Client and Talent agree that for any engagement originating through a Talkadot-facilitated introduction, initial substantive communications regarding the Engagement shall be conducted through channels where Talkadot can maintain a record of the introduction and its outcome. Any modifications, addendums, or additional services related to the Engagement must be communicated to Talkadot. This ensures a clear and official record of all terms and protects both parties.

2.8 Communication Monitoring Consent. The Client acknowledges and consents to Talkadot maintaining records of introductions and communications facilitated through the Platform for quality assurance, fee attribution, and dispute resolution purposes.

2.9 Client Discovery Disclosure. If the Client's discovery of the Talent was facilitated by Talkadot's search, profile, or recommendation features, the Client agrees to initiate the engagement through the Platform. If the Client subsequently contacts the Talent through external channels for an engagement discovered via Talkadot, the Client shall notify Talkadot of such contact to ensure proper fee attribution and platform support.

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3. Platform Fee and Payment Handling‍

3.1. Payment Schedule.

3.3.1. Initial Payment. The Initial Payment is due upon signing the Booking Confirmation. The Initial Payment consists of 50% of the total engagement fee, which shall be a deposit that is non-refundable except as otherwise expressly provided in this Agreement, plus the full Travel Stipend (if applicable).

3.3.2. Final Payment. The Final Payment, consisting of the remaining 50% of the engagement fee, is due fourteen (14) days prior to the scheduled Event Date.

3.1.3. All payments must be processed through the Talkadot Platform.

3.2. Late Payment Policy.
If a Client anticipates a delay in payment, they are required to contact Talkadot immediately to discuss potential arrangements.

3.2.1. If the deposit is not received within 14 days of the due date without prior arrangement, Talkadot reserves the right to cancel the booking.

3.2.2. If the final balance is not received 14 days before the event without prior arrangement, Talkadot may, at its discretion, cancel the booking and retain the deposit, or apply a 5% late fee per week on the outstanding balance.

3.3. Payment Methods. The Client may submit payment via ACH, wire transfer, or credit card. If paying by credit card, a processing fee of 3.5% will be added to the total transaction amount.
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3.4 Collection Efforts. If payments are delayed, the Client agrees to cooperate in resolving the issue. The Client remains responsible for all payments regardless of whether funds are provided by third-party sponsors or partners.

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4. Contractual Relationship for Engagements

4.1. Direct Engagement. Each Booking constitutes a direct agreement between the Client and the Talent (the "Engagement Agreement"). Talkadot is not a party to the Engagement Agreement. The terms of this agreement include the "Default Engagement Rider" (Exhibit A) and any "Supplemental Engagement Terms" entered into the Proposal "Override Section."

4.2. Hierarchy of Terms. In the event of a conflict between the Supplemental Engagement Terms and these Global Client Terms, the Supplemental Engagement Terms shall govern, provided however that no Supplemental Term may modify Talkadot’s Platform Fee, the payment processing flow, or the non-circumvention provisions of this Agreement. Client’s legal recourse for any breach of the Engagement Agreement is against the Talent directly.

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5. Cancellations

5.1. Cancellations by Client. If the Client cancels a confirmed engagement, Talkadot will first use commercially reasonable efforts to help the Client and Talent reschedule the engagement within twelve (12) months. If rescheduling is not feasible, the following financial terms shall apply:

5.1.1. Cancellation More Than Sixty (60) Days Prior to Event. If the Client cancels this Agreement more than sixty (60) days prior to the scheduled Event Date, the Client shall forfeit the Initial Payment. The Client will have no further payment obligations.

5.1.2. Cancellation Sixty (60) Days or Less Prior to Event. If the Client cancels this Agreement sixty (60) days or less prior to the scheduled Event Date, the Client shall forfeit the Initial Payment, and the Final Payment (consisting of the remaining 50% of the engagement fee) will become immediately due and payable.

5.1.3. Discretionary Future Credit. At its sole discretion, Talkadot may offer the Client a portion of any forfeited fees as a credit towards a future engagement booked through the Platform within twelve (12) months of the original cancellation date. This is not an obligation and any such credit is determined by Talkadot on a case-by-case basis.

‍5.2 Cancellation by Talent. If a Talent cancels for any reason, Talkadot will use commercially reasonable efforts to find a suitable replacement Talent or reschedule. If no alternative is agreed upon, the Client will receive a full refund of all fees paid for that engagement.

5.3 Talent Non-Performance. 

5.3.1. Failure to Appear. In the event the Talent fails to appear for the scheduled engagement (a “No-Show”), the Client will be entitled to a full refund of all fees paid for that engagement, including the 50% deposit.

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5.3.2. Performance Disputes. Talkadot does not guarantee the quality of a Talent's performance. Disputes regarding the quality of a performance ("poor performance") are to be resolved directly between the Client and the Talent.

Talkadot may, at its sole discretion, hold the Final Payment until the parties reach a mutually agreed-upon resolution.

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6. Travel and Expenses‍‍

6.1 Local Engagements. For any engagement requiring travel of 150 miles or less from the Talent's primary residence, the engagement fee is considered all-inclusive of travel costs. Any pre-approved expenses, such as an overnight hotel stay for an early start time, must be explicitly outlined and agreed upon in the final Booking Confirmation.

6.2 Long-Distance Travel. For any engagement requiring travel over 150 miles from the Talent’s primary residence, the Client is responsible for covering the Talent's standard travel expenses. This obligation will be satisfied by one of the following methods, as specified in the final Booking Confirmation:

6.2.1. Travel Stipend: A standard travel stipend of $1,500 will be added to the total booking fee to cover the Talent's flights, hotel, and ground transportation.‍

6.2.2. Direct Booking by Client: The Client will directly book and pay for the Talent's reasonable, pre-approved flights and hotel accommodations.

The specific arrangement chosen for the engagement must be detailed in the final Booking Confirmation.

6.3. International Travel. Additional travel costs (visas, extended stays, etc.) must be agreed upon in writing and detailed in the Booking Confirmation before the event.

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7. Confidentiality

In the course of an engagement, both the Talent and the Client may be exposed to non-public, proprietary, or confidential information belonging to the other party ("Confidential Information"). Each party agrees to hold all Confidential Information in strict confidence and not to disclose such information to any third party or use it for any purpose other than the performance of the engagement, both during and after the term of this Agreement. This obligation does not apply to information that is (a) publicly known, (b) already in the receiving party's possession prior to disclosure, or (c) independently developed without use of the Confidential Information.

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8. Media and Recording

8.1. Talent’s Content Rights. The Talent retains full ownership of their presentation content. Recordings, live streaming, or any public sharing of the Talent's presentation requires the prior written consent of the Talent.

8.2. Approved Usage. If recording is approved, all recordings must credit the Talent and Talkadot as the booking platform.

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‍9. Force Majeure

No party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including but not limited to, acts of God, natural disasters, pandemics, war, or labor disputes (each, a “Force Majeure Event”). In the event of a Force Majeure Event, Talkadot will use commercially reasonable efforts to reschedule the engagement with the Talent and Client. If rescheduling is not feasible, your obligation to pay the Final Payment shall be waived. However, the Initial Payment shall be deemed non-refundable and will be forfeited to compensate Talkadot for its Platform Fee and the Talent for their lost booking opportunity and administrative costs.

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10. Liability and Indemnification

10.1. Client Responsibility. The Client is fully responsible for all aspects of event execution, safety, and compliance with all applicable laws. The Client agrees to indemnify and hold Talkadot harmless from any third-party claims related to the event.

10.2. Talkadot’s Limitation of Liability. Talkadot’s liability is strictly limited to the services outlined in this Agreement. Talkadot is not liable for any indirect or unforeseen damages related to the Talent’s performance or the event’s outcome.

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11. Insurance and Responsibility
Talkadot acts as a platform to connect Clients and Talent. As is standard practice for professional events and independent contractors, each party is responsible for maintaining its own appropriate insurance coverage. Talkadot does not provide insurance coverage for any engagement. We strongly recommend that Clients maintain adequate event liability insurance for their events and that Talent maintain professional liability (errors and omissions) insurance for their services.

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12. Non-Circumvention

12.1. The Client agrees that all bookings of Talent introduced through the Talkadot platform must be completed through the platform.

12.2. The Client shall not, for a period of twelve (12) months following any introduction by Talkadot, directly or indirectly enter into any transaction with any party introduced to the Client by Talkadot (an “Introduced Party”) for services similar to those contemplated by this Agreement. Any such transaction shall be deemed a breach of this Section and entitle Talkadot to payment of the applicable Platform Discovery Fee as defined in the Talent Agreement for all fees paid by the Client to such Introduced Party, plus Talkadot's reasonable administrative costs associated with investigating and addressing the breach.

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13. Dispute Resolution and Governing Law

‍13.1. Good Faith Negotiation. In the event of a dispute arising out of or relating to this Agreement, the parties agree to first attempt to resolve the matter through good-faith negotiation. A party initiating a dispute shall provide the other party with written notice (the “Dispute Notice”) describing in reasonable detail the nature of the dispute. Following receipt of the Dispute Notice, the parties shall engage in consultation and negotiation between themselves to find a resolution. This mandatory negotiation period shall last for a period of forty-five (45) days from the date of receipt of the Dispute Notice, unless extended by mutual written agreement.

13.2. Court Proceedings. If the dispute cannot be resolved through the informal negotiation process described in Section 13.1, either party shall have the right to file a suit in a court of competent jurisdiction.

13.3. Class Action Waiver. The parties agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

13.4. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions.

13.5 Attorney's Fees. In any legal proceeding arising out of or related to this Agreement, the prevailing party shall be entitled to recover its reasonable attorney's fees and costs from the non-prevailing party.

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‍14. Terms and Termination‍

This Agreement applies to the specific event booking it governs and remains in effect until all obligations, including final payments, are fulfilled. The cancellation terms in Section 5 shall apply if the event is terminated prior to its scheduled date.

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15. Entire Agreement and Modifications.

15.1. This Agreement, together with the main Talkadot Terms of Service and any applicable Booking Confirmation, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether oral or written.

15.2. Modification of a Booking Confirmation. Any changes or waivers to the terms of a specific, executed Booking Confirmation must be made in writing through the Platform and be agreed to by both the Client and the Talent to be effective.

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‍16. Modification of this Agreement.

‍Talkadot reserves the right to modify the terms of this Agreement at any time. We will provide notice of any material changes by posting the updated Agreement on our website and updating the "Last Updated" date at the top of the document. Your continued use of the Platform to book services after such changes become effective constitutes your binding acceptance of the revised Agreement for all future engagements.

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17. Survival.

The provisions of Section 7 (Confidentiality), Section 10 (Liability and Indemnification), Section 12 (Non-Circumvention), and Section 13 (Dispute Resolution) shall survive the termination or expiration of this Agreement."

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EXHIBIT A: DEFAULT ENGAGEMENT RIDER

A. Purpose. This Exhibit A constitutes the "Default Engagement Rider" referenced in Section 4.1. These terms are automatically incorporated into the Engagement Agreement between the Talent and the Client unless modified by "Supplemental Engagement Terms."

B. Punctuality

• Physical Events: Talent shall arrive at the venue at least sixty (60) minutes prior to the scheduled start time.
• ‍Virtual Events: Talent shall log in to the virtual platform at least fifteen (15) minutes prior to the scheduled start time.

C. Planning & Tech-Check. If requested by the Client, the Talent shall participate in one (1) pre-event planning or tech-check call (30-45 minutes) at a mutually agreed time.

D. Materials. If requested by the Client, the Talent shall provide digital handouts or slide decks (in the Talent's preferred format) to the Client no later than seventy-two (72) hours prior to the event.

E. Performance Standards. The Talent shall perform the services in a professional manner consistent with industry standards and the description provided in their Talkadot profile.

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