CLIENT AGREEMENT AND TERMS OF USE

Introduction
Welcome to the Good Company Events LLC (“Agency”) website for professional chef and bartending services (the “Service”). Each person (“Talent”) that sends an inquiry on the Good Company website that wants to use or access the Service must accept these Terms of Service. BY REGISTERING FOR AND USING THE SERVICES, TALENT AGREES TO BE BOUND BY THIS AGREEMENT THESE TERMS OF SERVICE (“Agreement”).

Definitions of Terms Used
For the purposes of these Terms of Service:

• "We," "Us," "Our" refers to the Good Company LLC which is the agency providing the professional chef and bartending services.
• "You," "Your," "Client" refers to the individual or entity using the website, sending inquiries, and/or booking services through Good Company LLC.
• "Talent" refers to the independent contractors (e.g., private chefs, bartenders) whose profiles are listed on the website and who provide services through Good Company LLC.
• "Service" refers to the professional chef and bartending services offered by Good Company, as outlined in these Terms of Service.
• "Website" refers to the online platform operated by Good Company LLC to showcase services, manage bookings, and provide information to Clients.

1. Services Provided

• The Service provided by Good Company shall include professional bartending and/or private chef services as specified in the Client’s booking confirmation.
• The specific details of the Service, including but not limited to the type of service, date, time, and location, will be outlined in the booking confirmation provided to the Client at the time of booking.
• The Client acknowledges and agrees that all services are subject to availability and contingent upon the terms outlined in these Terms of Service.

2. Independent Contractor Status
The parties herein agree to the following:

• Independent Contractor Relationship: The Talent engaged by the Agency are independent contractors and are not employees, agents, or representatives of the Agency. The Talent retains full discretion and control over how their work is performed, subject only to the specifications agreed upon with the Client and outlined in this Agreement.
• Control and Direction: The Agency does not supervise, direct, or control the day-to-day activities or performance of the Talent in the execution of their services. The Talent is responsible for determining the methods, tools, and techniques used to deliver their services, consistent with their professional expertise and independent business practices.
• Usual Course of Business: The Services provided by the Talent are outside the usual course of the Agency’s business operations. The Agency operates as a platform and facilitator, connecting Clients with independent professionals for specialized services. The Talent provides their services as separate and independent entities and assumes full responsibility for the scope and execution of their work.
• Customary Trade or Business: The Talent is customarily engaged in an independently established trade, occupation, or business of the same nature as the services they are contracted to perform. This includes maintaining their own business operations, marketing their services, and working with multiple Clients or agencies as part of their professional practice.
• Compliance with Laws: The Talent acknowledges and agrees that they are responsible for complying with all applicable federal, state, and local laws regarding their status as an independent contractor, including tax obligations, business licenses, insurance, and other regulatory requirements.
• Indemnification: The Talent agrees to indemnify and hold the Agency harmless from any claims, penalties, or liabilities arising from their failure to comply with applicable laws or their misclassification as an employee by any regulatory body or third party.

3. Use of Services

• The Agency will create and manage Talent profiles for use on its platform. Talent does not have direct access to edit or modify their profiles. Instead, the Agency will interview Talent to gather the necessary information for profile creation, ensuring accuracy and professionalism.
• Talent will provide approval for the written content of their profiles before publication. Any photos used on Talent profiles must be submitted via email by the Talent. The Agency reserves the right to select and edit photos as necessary to maintain consistency and professionalism across the platform.
• Talent is responsible for ensuring that all information and materials they provide, including written content and photos, comply with applicable laws, regulations, and industry standards.
• The Agency reserves the right to remove or request edits to any profiles that do not meet these standards or that, in the Agency’s discretion, are deemed unprofessional, misleading, or otherwise unsuitable.
• Talent agrees to bear all risks associated with the use of the Service and the accuracy of the information provided for their profiles.

4. Talent Responsibilities

• Punctuality and Preparedness: Talent is responsible for arriving at the venue on time, as specified in the booking confirmation, and being fully prepared to perform the agreed-upon services. This includes bringing any tools, materials, or equipment necessary for the service that are not explicitly required to be provided by the Client. Talent acknowledges that delays or unpreparedness may negatively impact the event and agrees to communicate promptly with the Agency and Client if unforeseen circumstances arise.
• Compliance with Health and Safety Standards: Talent must adhere to all applicable health and safety regulations while performing services. This includes maintaining proper hygiene, using equipment safely, and ensuring that their actions comply with venue rules, local ordinances, and state or federal laws. Talent must notify the Agency and Client immediately if they identify any potential health or safety hazards at the venue that may affect their ability to perform the service.
• Use of Client-Provided Equipment and Ingredients: Talent is responsible for properly utilizing any equipment, tools, or ingredients supplied by the Client for the event. Talent must inspect all provided items upon arrival to ensure they are suitable for use and notify the Client of any deficiencies or missing items. Talent is required to handle all Client-provided items with care and return them in the condition in which they were provided, barring normal wear and tear.
• Alcohol Handling: If alcohol is furnished by the Client, Talent is responsible for verifying that the provided alcohol meets the event's requirements and complies with state and local liquor laws. Talent must ensure proper handling and service of alcohol during the event, following all legal and safety standards. Talent may refuse to serve alcohol if doing so would violate liquor laws or compromise the safety of the event.
• Professional Conduct: Talent agrees to conduct themselves in a professional and respectful manner at all times while representing the Agency. This includes engaging with Clients and guests in a courteous manner, following the Client's instructions regarding service preferences, and refraining from any actions that may harm the reputation of the Agency or disrupt the event.
• Communication: Talent is required to maintain clear and timely communication with both the Agency and the Client before, during, and after the event to ensure the successful execution of services. This includes notifying the Agency of any issues or challenges that may arise during the performance of services.

5. Payment Terms

• Total Fee: The total fee for the Service will be as specified in the booking confirmation and includes all applicable charges for the Talent's services and any additional costs agreed upon at the time of booking.
• Invoicing and Payment: Talent will submit their quote to the Agency prior to the Agency providing the total cost to the Client, and this quote will serve as the initial invoice for payment purposes. After the event, Talent will only submit an additional invoice to the Agency if they are asked to stay longer, perform additional services, or make purchases outside of the original scope of work. The Agency will facilitate payment from the Client directly to the Talent based on the terms outlined in this Agreement. The Agency may retain a percentage of the Service Provider’s invoiced amount (an Agency Fee) as agreed upon verbally or in writing with the Service Provider, per event, or as a fixed fee for all events procured by The Agency. The Agency will disburse funds to the Talent without undue delay once payment is received from the Client, and the Agency reserves the right to take reasonable collection actions if payment from the Client is delayed.
• Payment Method: All payments due under this Agreement shall be made using one of the following approved online methods: QuickBooks, Stripe, Venmo, Zelle, or other similar electronic payment platforms. The paying party shall ensure that payments are made in accordance with the payment schedule outlined in this Agreement. The receiving party shall provide accurate and complete payment details for the chosen platform in advance. Payments shall be deemed received only when cleared and available in the receiving party’s designated account. Any fees associated with the chosen method of payment, including processing fees, shall be borne by the paying party unless otherwise agreed in writing. In exceptional cases, alternate electronic payment methods may be used with mutual agreement, such as direct payments to third parties (e.g., Venmo or Zelle to a florist)
• Failure to Submit Invoice by Talent: If the Talent fails to submit an invoice for their services within 10 business days following the completion of the Service, the Agency is not obligated to process payment until a valid invoice is received. The Talent acknowledges that the timely submission of an invoice is essential for the Agency to facilitate payment from the Client. Failure to submit an invoice within the specified time frame may result in delays or forfeiture of payment, at the Agency’s sole discretion. The Agency will make reasonable efforts to remind the Talent of any outstanding invoices, but it remains the Talent's sole responsibility to ensure that all invoices are accurate, submitted promptly, and compliant with the Agency's invoicing requirements.
• Last-Minute and Emergency Requests: The Talent understands and agrees that the Client is responsible for covering any last-minute or emergency needs procured by the Agency to ensure the success of the event. The Agency will invoice the Client for such costs and include an additional 20% service charge on the total amount of these emergency expenses. “Last-minute" refers to any requests, changes, or needs that arise within 24 hours prior to the scheduled event or during the event itself, requiring immediate action or procurement by the Agency and/or Talent. The Talent acknowledges that these situations may necessitate their cooperation and agrees to provide the necessary support to accommodate these last-minute requirements as communicated by the Agency and/or Client.

6. Cancellation Policy
The Talent acknowledges and agrees to abide by the cancellation policy established between the Agency and the Client. The deposit is non-refundable. If the full balance of the invoice is paid prior to the event, and the Client cancels more than 24 hours before the event start time, the Client will receive a 50% refund of the total balance. If the Client cancels less than 24 hours before the event start time or during the event, for any reason, they are required to pay the full balance of the invoice.

7. Zero Tolerance Policy for Drug and Alcohol Use

• The Agency has a zero-tolerance policy for drug and alcohol use. The Talent provided by the Agency shall not use, be under the influence of, or possess drugs or alcohol while performing duties for the Agency.
• If any Talent is found to be under the influence of drugs or alcohol while performing duties, it will lead to immediate termination of their services.
• This policy is in accordance with state and federal laws regarding drug and alcohol use.

8. Insurance Requirements
To protect both the Agency and Clients, Talent is required to maintain insurance coverage as a condition of providing services under this Agreement. Specifically:

• Coverage Amount: The Talent must carry insurance with a minimum coverage of $50,000 per incident for general liability, including but not limited to bodily injury and property damage.
• Policy Type: Talent may satisfy this requirement through either a General Liability Insurance policy or an equivalent specialized policy, such as a Food Liability Insurance Program (FLIP) policy, that provides adequate protection for their specific type of service.
• Additional Insured: The Talent must include the Agency as an additional insured on their policy and provide proof of such coverage prior to rendering any services. The Talent’s insurance coverage must be valid and active throughout the duration of the Service.
• Contingent Liability: The Talent acknowledges that their ability to perform services through the Agency is contingent upon their compliance with these insurance requirements. Failure to maintain the required insurance coverage or to name the Agency as an additional insured will result in immediate termination of their ability to accept bookings through the Agency.
• Responsibility for Claims: The Talent agrees that their insurance will be the primary coverage for any claims arising from their actions, and the Agency’s liability, if any, will be strictly secondary and limited to the extent required by law.
• Proof of Insurance: Talent must provide a certificate of insurance to the Agency upon request and before performing any Services for a Client and update the Agency if there are any changes to their policy that may impact coverage.

9. Brand Representation, Non-Compete, and Talent Obligations

• Brand Representation: Talent agrees to represent the Agency and its brand professionally and consistently at all times while performing services procured through the Agency. This includes adhering to the Agency's guidelines for conduct, attire, and customer interaction. Talent shall not engage in any behavior that may harm the Agency’s reputation, including unprofessional conduct, misuse of the Agency’s name, or unauthorized statements made on behalf of the Agency.
• Non-Compete and Solicitation of Clients: While Talent may work independently or with other companies, Talent is strictly prohibited from soliciting or providing services directly to any former or current clients of the Agency procured by the Agency. Talent agrees that, for a period of 12 months following the termination of this Agreement, they will not engage in any direct business relationship with any client they were introduced to through the Agency, unless expressly authorized in writing by the Agency.
• Consent for Use of Likeness in Media: Talent grants the Agency permission to use their name, image, likeness, and performance in media (e.g., photos, videos) for promotional, advertising, and marketing purposes. Talent acknowledges that such materials may be used indefinitely, without additional compensation, unless otherwise agreed upon in writing.
• Licensing and Compliance: Talent is responsible for obtaining and maintaining all necessary certifications and licenses required to perform their services, including but not limited to food handler certifications or equivalent licenses. Proof of such licenses must be provided to the Agency upon request.
• Client Retention and Protection: Talent acknowledges that any client procured by the Agency remains the Agency’s client. Under no circumstances shall the Talent solicit, retain, or directly provide services to any client introduced to them by the Agency, either during the term of this Agreement or within [insert time period, e.g., 12 months] after its termination. This restriction ensures the integrity of the Agency’s client relationships and the fairness of its business practices.
• Termination by Talent: Talent may terminate this Agreement by providing written notice to the Agency. Upon termination, Talent agrees to immediately cease use of any Agency branding, materials, or client lists and to comply with the non-compete and solicitation restrictions outlined in this Agreement.

10. Termination of Service

• The Agency, in its sole discretion, has the right to delete or deactivate a Talent's account, block the Talent's email or IP address, or otherwise terminate the Talent's access to or use of the Service immediately and without notice for any reason, including, without limitation, if the Agency believes that the Talent has acted inconsistently with the letter or spirit of these Terms of Service.
• The Agency shall not be liable to any Talent or any third-party for any termination of the Talent's access to the Service. The Talent agrees not to attempt to use the Service after termination.

11. Alcohol Service Terms

• Talent acknowledges the following:
• The Client will be provided with a shopping cart link from a reputable beverage delivery company containing all necessary liquor and related purchases for the event.
• The Client is responsible for paying for the items in the shopping cart and ensuring that the alcohol is delivered at least 24 hours prior to the event.
• The Client may elect to furnish alcohol by their own means as directed by the Agency
• The Agency will provide guidance on quantities, brands, and types of alcohol needed.
• The Talent will check the alcohol provided by the Client, ensuring it meets the event's needs and complies with all state and local laws.
• The Client agrees to furnish all alcohol for the event in accordance with state and local liquor laws.
• Nothing in this clause shall waive any liability protections as stated herein.

12. Ownership of Intellectual Property and Works for Hire

• All intellectual property, including but not limited to inventions, designs, processes, trademarks, copyrights, trade secrets, patents, and any other proprietary rights, created, developed, or conceived in connection with or as a result of this Agreement, whether individually or jointly, shall be the sole and exclusive property of the creating party, unless otherwise expressly agreed upon in writing by the parties.

13. Disclaimer of Warranties; Release

• Disclaimer of Warranties: The Agency provides its services, website, and related materials on an "as is" and "as available" basis, without any warranties of any kind, express or implied. To the fullest extent permitted by law, the Agency expressly disclaims all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising out of course of dealing, usage, or trade. The Agency makes no representations or guarantees regarding the accuracy, reliability, or completeness of the information provided by the Talent or displayed on the Agency’s website, the performance or suitability of the Talent for the Client’s specific needs, or the uninterrupted or error-free functionality of its website or services.
• Release of Liability: The Talent releases the Agency from any and all claims, demands, or damages arising from the Services provided by the Talent, including but not limited to any damage, loss, or injury that occurs during the event, any disputes between the Client and the Talent or third-party vendors engaged for the event, and the use of the Agency’s website, including any errors, omissions, or interruptions in service. The Talent acknowledges that this release is intended to be as broad and inclusive as permitted by law and agrees that if any portion of this release is found invalid, the remaining provisions shall continue in full force and effect.

14. Limitations of Liability
If a dispute arises between the Client and any Talent, the Talent agrees to release the Agency, including its officers, employees, agents, contractors, and affiliates, from any and all claims, demands, damages, losses, liabilities, costs, or expenses of any kind, whether actual or consequential, arising out of or in any way connected with such disputes. This includes, but is not limited to, disputes regarding the Talent’s performance, conduct, or any actions or omissions during the event. The Talent acknowledges that the Talent is an independent contractor, and the Agency’s role is limited to facilitating the connection between the Client and the Talent. As such, the Talent agrees that the Agency is not responsible for mediating, resolving, or bearing any liability for disputes or disagreements between the Client and the Talent.

15. Amendments and Changes to the Agreement
The Agency reserves the right to amend, modify, or update this Agreement, including its terms, conditions, and policies, at any time without prior notice to the Talent. Any changes to this Agreement will become effective immediately upon being posted on the Agency’s website or communicated to the Talent through other means. The Talent acknowledges and agrees that it is their responsibility to review the most current version of the Agreement prior to engaging the Agency’s services. Continued use of the Agency’s services after any modifications to this Agreement constitutes the Talent’s acceptance of the revised terms. If the Talent does not agree with any changes, they must notify the Agency in writing and may be subject to the cancellation terms outlined in this Agreement.

16. Rights and Obligations of Successors
This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective heirs, executors, administrators, successors, and permitted assigns. No party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that a party may assign this Agreement to a successor entity in connection with a merger, consolidation, or sale of substantially all of its assets, provided that such successor expressly assumes all obligations of the assigning party under this Agreement. Any purported assignment or transfer in violation of this section shall be null and void.

17. Signatures

• Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Execution and delivery of a counterpart by electronic means shall have the same legal effect as delivery of an originally executed document.
• Fax and Electronic Signatures: Signatures transmitted by fax, email, or other electronic means (including PDF or digital signature platforms) shall be considered valid and binding as if they were an original signature. The parties agree to accept electronic signatures as legally enforceable in accordance with applicable law.
• Duplicate or Triplicate Originals: This Agreement may be executed in duplicate or triplicate originals, each of which shall be deemed an original and equally admissible in evidence. All such executed copies shall together constitute one and the same agreement.

18. Rules of Construction
The headings and titles in this Agreement are included for convenience only and shall not affect the interpretation or construction of any provision. Words in the singular include the plural, and words in the plural include the singular, unless the context clearly indicates otherwise. References to “including” mean “including without limitation,” and references to “herein” or “this Agreement” refer to the entire Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the drafting party.

19. Adjustments to Service Details
The Talent acknowledges that certain aspects of the Service, including but not limited to the time, scope, price, or location of the event, may be subject to change. These changes may arise due to unforeseen circumstances, Client-initiated modifications, or external factors beyond the Agency’s control. The Agency agrees to communicate any adjustments to the Talent as soon as reasonably possible and to provide updated details regarding the Service. The Talent agrees to cooperate with the Agency in accommodating such changes and to adjust their plans and performance accordingly. If the changes impact the scope, timing, or cost of the Service, the Agency will work with the Talent to determine reasonable modifications to compensation or logistics, which must be mutually agreed upon before proceeding.

20. Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, negotiations, representations, and understandings, whether written or oral. No other agreements, promises, or representations, other than those expressly set forth in this Agreement, are binding upon the parties. Any modifications to this Agreement must be in writing and signed by both parties.

21. Voluntary Agreement
The parties affirm that they have entered into this Agreement voluntarily, without any duress, coercion, or undue influence. Each party acknowledges that they have had the opportunity to seek independent legal counsel prior to executing this Agreement and fully understand its terms, conditions, and implications.

22. Reading and Review of Counsel
Each party acknowledges and agrees that they have had the opportunity to review this Agreement thoroughly and to consult with legal counsel of their choice or have voluntarily waived their right and ability to seek counsel. The parties further acknowledge that they fully understand the terms of this Agreement and have voluntarily entered into it without reliance on any representation or promise not set forth herein.

23. Invalidity and Severability
If any provision of this Agreement is found to be invalid, illegal, or unenforceable in any jurisdiction, such provision shall be deemed modified to the minimum extent necessary to make it enforceable. If such modification is not possible, the provision shall be deemed severed from this Agreement. The remaining provisions shall remain in full force and effect and shall not be affected or impaired by the invalidity or unenforceability of any provision.

24. Default
In the event either party fails to perform or breaches any of its obligations under this Agreement, the non-defaulting party shall provide written notice of such Default to the defaulting party. The defaulting party shall have 10 calendar days from receipt of such notice to cure the Default. If the Default is not cured within the specified time, the non-defaulting party may terminate this Agreement and pursue any remedies available under applicable law or this Agreement. Failure to exercise a remedy shall not constitute a waiver of the non-defaulting party’s rights.

25. Non-Assignability
Neither party may assign, transfer, or delegate its rights or obligations under this Agreement, in whole or in part, without the prior written consent of the other party. Any attempted assignment, transfer, or delegation in violation of this provision shall be null and void. This Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

26. Attorneys’ Fees, Expenses, and Costs
In the event of any dispute, claim, or legal proceeding arising out of or related to this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party all reasonable attorney’s fees, court costs, and other expenses incurred in connection with such dispute, claim, or proceeding, including any appeals. For the purposes of this clause, “prevailing party” shall mean the party that obtains a favorable final judgment, order, or settlement in its favor.

27. Waiver of Jury Trial

• Each party knowingly, voluntarily, and irrevocably waives any right to a trial by jury in any action or proceeding arising out of or related to this Agreement.
• This waiver applies to all claims, counterclaims, cross-claims, or third-party claims, whether in contract, tort, or otherwise. The parties agree that this waiver is made knowingly and voluntarily after consultation with legal counsel.

28. Force Majeure
In the event of unforeseen circumstances beyond our control (e.g., natural disasters, acts of God), the Talent acknowledges that the Client may reschedule the event without losing their deposit. The Agency will make every effort to accommodate the new date.

29. Dispute Resolution

• In the event of a dispute arising out of or related to this Agreement, the parties agree to first attempt to resolve the matter through mediation. The mediation process shall not exceed 30 calendar days from the date mediation is initiated, unless extended by mutual written consent of the parties.
• If mediation does not resolve the dispute, the parties agree to submit the matter to binding arbitration. The arbitration process shall not exceed 90 calendar days from the date arbitration is initiated, unless extended by mutual written consent of the parties.
• The costs of mediation and arbitration, including mediator or arbitrator fees, shall be shared equally by the parties unless otherwise agreed in writing.
• d) The mediator or arbitrator shall be mutually agreed upon in writing by both parties. If the parties are unable to agree, the selection process shall be determined in accordance with the rules of the mediation or arbitration service provider chosen by the parties.

30. Indemnity
The Talent agrees to indemnify, defend, and hold harmless the Agency, its officers, employees, agents, contractors, and affiliates from any and all claims, liabilities, damages, losses, costs, and expenses, including reasonable attorney’s fees, arising out of or related to the Talent’s actions, omissions, or negligence in performing the Service, any bodily injury, property damage, or financial loss caused by the Talent during the event, and any breach of this Agreement by the Talent, including violations of applicable laws or regulations.

31. Amendments to Agreement
The Agency reserves the right to amend, modify, or update this Agreement, including its terms, conditions, and policies, at any time without prior notice to the Talent. Any changes to this Agreement will become effective immediately upon being posted on the Agency’s website or communicated to the Talent through other means. The Talent acknowledges and agrees that it is their responsibility to review the most current version of the Agreement prior to continuing to work with the Agency. Continued participation in the Agency’s services after any modifications to this Agreement constitutes the Talent’s acceptance of the revised terms. If the Talent does not agree with any changes, they must notify the Agency in writing, and the Agency reserves the right to suspend or terminate the Talent’s access to future engagements as outlined in this Agreement.

32. Limitations of Liability
If a dispute arises between the Talent and any Client, the Talent agrees to release the Agency, including its officers, employees, agents, contractors, and affiliates, from any and all claims, demands, damages, losses, liabilities, costs, or expenses of any kind, whether actual or consequential, arising out of or in any way connected with such disputes. This includes, but is not limited to, disputes regarding the Client’s conduct, requests, or actions during the event. The Talent acknowledges that the Agency’s role is limited to facilitating the connection between the Client and the Talent, and the Agency is not responsible for mediating, resolving, or bearing any liability for disputes or disagreements between the Talent and the Client. The Talent agrees to address and resolve such disputes independently and in a professional manner consistent with the terms outlined in this Agreement.

33, Notices

• Delivery of Notices: All notices, requests, demands, or other communications required or permitted under this Agreement must be delivered in writing. Notices may be delivered via email, certified mail, or any other method expressly agreed upon by the Agency and the Talent.
• Notice to the Agency: Notices to the Agency must be sent to the following contact information:
• Good Company Events LLC
• info@goodcompanyevents.co
• Notice to the Talent: Notices to the Talent will be sent to the contact information provided by the Talent at the time of onboarding or as updated in writing. The Talent agrees to notify the Agency promptly of any updates to their contact information to ensure timely delivery of notices.
• Effective Date of Notices: Notices sent via email will be deemed received on the date the email is successfully sent, provided no delivery failure notice is received.