Talkadot Talent Agreement

Introduction

By agreeing to a Booking Confirmation that incorporates these terms, or by offering your services on the Talkadot Platform... If you do not agree, do not offer your services or accept any engagements through the Talkadot Platform.

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

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1.Parties & Applicability‍

This Talkadot Talent Agreement (the “Agreement”) sets forth the terms and conditions that govern the relationship between Talkadot Corp (“Talkadot”) and any professional presenter (“Talent”) who uses the Talkadot Platform (the “Platform”) to offer their services for event bookings.

The Talent is an independent contractor, and this Agreement does not create an employer-employee relationship, partnership, joint venture, or agency. For purposes of this Agreement, “Client” means the individual or entity booking the Talent for a specific event.

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2. Role of the Platform and Scope of Services

2.1 Platform Services. Talkadot provides an online platform that enables Talent to create profiles, showcase their work, and connect with potential Clients. The platform provides tools to facilitate communication, contract negotiation, and secure payment processing for event bookings.

2.2 Talkadot's Role and Limitations. Talkadot acts as a neutral venue and technology provider. Talkadot is not a party to the actual service contract between the Talent and the Client. We do not act as the Talent’s exclusive agent, manager, or representative. Talkadot does not guarantee the quality, safety, or legality of the services provided by the Talent or the engagements offered by the Client. All agreements for engagements are made solely between the Talent and the Client.

2.3 Talkadot-Booked Engagements. Any engagement that is formally contracted and/or paid for using the Talkadot platform's tools shall be deemed a “Talkadot-booked engagement.” All such engagements are subject to the Platform Fee as defined in Section 3.

2.4 Promotional Use. Talkadot may use the Talent’s name, photo, bio, and other public profile information for marketing and promotional purposes related to the platform, unless the Talent requests otherwise in writing.

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.

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3. Platform Fee and Payment Handling‍

3.1 Platform Fee
The standard platform fee for all Talkadot-booked engagements (the “Platform Fee”) is equal to 20% of the total engagement fee for users on a Paid Plan and 30% for users on a Free Plan.

3.2 Payment Centralization
Talkadot collects all payments directly from Clients and processes them through its designated payment system. Talkadot will remit the Talent’s portion of all collected funds in accordance with the payment flow below.

3.3 Deposit & Payment Flow
3.3.1. 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. Upon receipt of the Initial Payment, Talkadot shall take its Platform Fee (calculated on the full engagement fee only, and not including the Travel Stipend) and remit the remainder of the Initial Payment plus the full Travel Stipend to the Talent within 5-7 business days.

3.3.3. The remaining 50% of the engagement fee shall be due from the Client 14 days before the event. Upon successful collection, Talkadot will remit this final payment to the Talent within 5-7 business days following the event date.

3.3.4. Late payments by Clients will delay Talent payouts accordingly. Talkadot is not liable for unpaid fees but will use commercially reasonable efforts to facilitate collection. The Talent agrees to cooperate in such efforts.

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4. Media, Recording and Permissions

4.1 Content Ownership. Talent retains full ownership of their presentation content and all intellectual property rights therein.

4.2 Recording Rights. The Client must obtain prior written permission from the Talent to record, broadcast, live stream, or otherwise distribute the presentation. Any requests for such rights, and the negotiation of any associated fees, must be facilitated through the Talkadot platform.

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5. 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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6.  Non-Contravention and Non-Circumvention

6.1. Disclosure of Existing Relationships. Talent must disclose existing relationships with bureaus or other organizations that broker event bookings and the terms of such relationships (including without limitation whether such relationships involve exclusivity), and any other existing relationships with which this agreement may contravene. Talkadot will determine in its sole discretion whether to pursue certain engagements based on such existing relationships. Talent shall be wholly responsible for any losses, liabilities, claims or damages that may arise from failure to disclose any such existing relationships to Talkadot, and shall indemnify Talkadot from any such losses, liabilities, claims or damages.

6.2. Non-Circumvention. Talent shall not enter into any transaction with any party or parties introduced to the Talent by or with the assistance of Talkadot and its offerings similar to or in competition with, or which would prevent Talkadot from receiving the full benefit of the transactions contemplated, by this Agreement (including without limitation in order to avoid paying Talkadot the Talkadot Platform Fee).

6.3. Conversion Fee for Breach. Any breach by the Talent of the non-circumvention provision in Section 6.2 shall be deemed a "Platform Conversion." In the event of a Platform Conversion, Talent agrees to pay Talkadot a "Conversion Fee" equal to twenty percent (20%) of the total fees paid for the engagement or a fixed fee of $5,000, whichever is greater. This fee is to compensate Talkadot for the loss of future platform revenue and marketing costs associated with the introduction. This provision shall survive the termination of this Agreement.

6.4. Commissions for Other Representatives. Talkadot respects existing representation agreements. Talent is responsible for providing Talkadot with accurate commission and payout instructions for their designated bureau(s) and / or manager(s). Talkadot will facilitate payment of these commissions from the total engagement fee, but the Talkadot Platform Fee and any applicable Conversion Fee shall be calculated based on the total engagement fee before any such commissions are deducted.

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7.  Talent Conduct & Professionalism

7.1. The Talent must maintain professionalism at all Talkadot-booked engagements.

7.2 Any professionalism concerns will be reviewed, and the Talent will have an opportunity to provide context before any final decision regarding their standing on the platform. Talent will indemnify Talkadot for any losses, liabilities, claims or damages resulting from Talent’s conduct, performance, or breaches of any contract between Talent and Talkadot, and will bear full loss of any speaking fees resulting therefrom such that Talkadot shall retain its full Talkadot Platform Fee.

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‍8. Talent Obligations & Indemnification

8.1. General Obligations. The Talent must provide accurate availability, respond promptly to booking inquiries, and honor all commitments for accepted engagements made through the Talkadot platform. If Talent’s availability changes for any reason, Talent must notify Talkadot as soon as possible.

8.2. Cancellation by Talent. In the event that a confirmed booking must be canceled by the Talent for any reason other than a documented Force Majeure event, Talkadot will first use commercially reasonable efforts to reschedule the engagement with the Client. If rescheduling is not possible or if the Client does not accept a proposed replacement Talent, the Talent shall be liable for and must refund all payments received for that engagement, including the initial deposit payout and any travel stipend. Furthermore, Talent shall indemnify Talkadot for any direct losses or amounts claimed by the Client as a result of the cancellation.

8.3. Failure to Appear. A failure by the Talent to appear at a scheduled engagement without prior notice (a “No-Show”) is a material breach of this Agreement. In the event of a No-Show, Talent must immediately refund all payments received for the engagement and will be subject to immediate and permanent removal from the Talkadot platform. Talkadot also reserves the right to hold Talent liable for any damages claimed by the Client as a result of the No-Show.

8.4. Content Warranties. The Talent represents and warrants that: (a) all content provided in their presentation is their own original work or that they have secured all necessary licenses and permissions for its use; (b) their presentation does not and will not infringe upon any third-party intellectual property rights, including copyrights, trademarks, or patents; and (c) their content is not defamatory, libelous, obscene, or otherwise unlawful. The Talent agrees to indemnify and hold Talkadot and the Client harmless from any and all claims, damages, or liabilities arising from a breach of these warranties.

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9. 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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10.  Notices, Assignment, and Agreement Terms‍

10.1 Notices must be sent via email with confirmation of receipt or registered mail.

10.2 Neither party may assign this Agreement without the prior written consent of the other party.

10.3 Modifications or waivers of any terms of a specific, executed Booking Confirmation must be in writing and signed by both the Client and the Talent.

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‍11. Travel Policy and Expenses

11.1 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.

11.2 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:

11.2.1 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. The Talent is responsible for booking their own travel arrangements when a stipend is provided.

‍11.2.2 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.

11.3 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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12  Event Cancellation

12.1 If an event is canceled by the Client, Talkadot will first attempt to reschedule within 12 months. If rescheduling is not possible, the following terms apply:

12.1.1. If Client cancels this Agreement more than sixty (60) days prior to the scheduled Event Date, the Initial Payment is forfeited by the Client. Talkadot shall retain its Platform Fee from the 50% fee deposit portion of the Initial Payment. The remainder of the fee deposit, plus the full Travel Stipend, will then be remitted to the Talent.

12.1.2. If Client cancels this Agreement sixty (60) days or less prior to the scheduled Event Date, the Final Payment (consisting of the remaining 50% of the engagement fee) becomes immediately due and payable by the Client. Upon receipt, Talkadot shall remit the full Final Payment to the Talent. For the avoidance of doubt, the Initial Payment is also forfeited and will be retained by the Talent and Talkadot as set forth in Section 3.3.2.

12.2 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, Client’s obligation to pay the Final Payment shall be waived. However, the Initial Payment shall be deemed non-refundable to compensate Talkadot for its Platform Fee and the Talent for its lost booking opportunity and administrative costs.

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‍13. Terms and Termination‍

13.1 This Agreement begins when you first accept it and remains in full force and effect while you participate on the Talkadot platform as a Talent.

13.2 Termination of Participation as Talent.

13.2.1 By You. You may terminate this Agreement and your participation as a Talent on the platform at any time by providing written notice to Talkadot (e.g., via email) and ceasing to offer your services for booking on the platform.

13.2.2 By Talkadot. Talkadot may, in its sole discretion, terminate this Agreement and your ability to be booked as a Talent at any time, for any reason, with or without notice.

13.3 Termination of this Agreement does not automatically terminate your general Talkadot account or your access to other free tools on the Site, which continue to be governed by the main website Terms of Service.

13.4 Effect of Termination on Existing Engagements. Termination of this Agreement shall not affect the rights and obligations of the Talent, the Client, or Talkadot with respect to any engagements that have been confirmed through the platform prior to termination. The terms of this Agreement, as they apply to any such confirmed engagement, shall remain in full force and effect until all obligations related to that engagement have been completely fulfilled.

13.5 Fee for Engagements Finalized Post-Termination. If you terminate this Agreement while a booking is in negotiation with a Client introduced by Talkadot, and that engagement is subsequently executed within ninety (90) days of termination, you remain obligated to pay Talkadot its full Platform Fee for that engagement.

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14. Dispute Resoluition and Governing Law

14.1 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.

14.2 Court Proceedings. If the dispute cannot be resolved through the informal negotiation process described in Section 14.1, either party shall have the right to file a suit in a court of competent jurisdiction.

14.3 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.

14.4 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.
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15. Indemnification.

Talent agrees to indemnify, defend, and hold harmless Talkadot and its officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Talent’s breach of any term of this Agreement; (b) Talent’s provision of services to a Client; or (c) any claim that Talent's content or performance infringes upon the rights of a third party.

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‍16. Taxes.

‍The Talent is an independent contractor and is solely responsible for determining and fulfilling all of their tax obligations, including but not limited to the payment of income, self-employment, and other applicable taxes on any compensation received through the platform. Talkadot will not withhold any taxes from payments made to the Talent. As a payment settlement entity, Talkadot will issue any tax forms required by law, such as the IRS Form 1099-K, to the Talent and the relevant tax authorities based on the information provided by the Talent.‍

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17. Entire Agreement and Modifications.

17.1. 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.

17.2. 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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‍18. 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 offer or book services after such changes become effective constitutes your binding acceptance of the revised Agreement for all future engagements.

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19. Survival. The provisions of Sections 5 (Confidentiality), 6 (Non-Contravention and Non-Circumvention), 8 (Talent Obligations & Indemnification), 14 (Dispute Resolution), and 15 (Indemnification) shall survive the termination or expiration of this Agreement.