Last Updated: December 8, 2025
PLEASE CAREFULLY READ THESE TERMS OF SERVICE BEFORE ACCESSING, USING, OR RECEIVING THE COMPANY'S SERVICES.
REACH Projects, Inc., a Delaware corporation ("Company"), provides talent management services for artists, influencers, and other creatives.
These terms of service are an agreement between the Company and each person, whether a human or an entity (such as an LLC or corporation), who orders, access, uses, or receives one or more of the Company's services ("you"). Among other rights and obligations of the parties, these terms of service govern your access to, your use of, and the Company's provision to you of any of the Company's services ("Our Relationship"), including but not limited to your use of the Company's website at http://reachprojects.co/ ("Website") and the Company's talent management services. THESE TERMS OF SERVICE WILL BE EFFECTIVE AS A BINDING AGREEMENT BETWEEN YOU AND THE COMPANY FOR THE DURATION OF OUR RELATIONSHIP.
01.
You become bound to these terms of service by indicating your agreement to them, such as by (a) signing a document that states it is subject to, incorporates by reference, or states agreement to these terms of service, (b) paying an invoice that is subject to or incorporates by reference these terms of service, (c) accessing, using, or receiving the Company's services while being aware of these terms of service; or (d) otherwise making statements or taking action indicating your agreement to these terms of service.
02.
2.1 Start of Agreement
These terms of service will become effective as an agreement between you and the Company when any of the following occur, whichever occurs first: (a) Our Relationship begins by your access, use, or receipt of one or more services provided by the Company; or (b) you and Company have both otherwise indicated your consent to be bound to these terms of service in accordance with section 1 above.
2.2 End of Agreement
These terms of service will cease to be effective as an agreement between you and Company when Our Relationship ends with respect to each and every Service (as defined in section 4 below, titled "Services and Representation"). Unless Our Relationship for a Service ends early under the section titled "TERMINATION" below, Our Relationship for a Service will end when the Company has fulfilled its obligations to provide you that Service.
03.
The Company may amend these terms of service on one or more occasions. An amendment will be effective immediately when the Company publishes on the Website the amended terms of service and informs you of the amendment by email or other form of communication provided under these terms of service. The amendments will become effective regardless of whether you acknowledge being informed of the amendments. An amendments will apply to Our Relationship on the day it becomes effective, but any amendment to section 22 (titled "Dispute Resolution") will not apply to any Dispute (defined below) existing before you were informed of that amendment.
04.
4.1 Services
While Our Relationship is in effect, Company shall provide services that you in writing order, request or agree to and that the Company agrees, in writing or by its actions, to provide you ("Services"). Company shall use reasonable efforts and industry best practices in providing the Services. Company may render Services through its owners, officers, employees, contractors, and agents (collectively, "Affiliates") as reasonably required to support your needs. Company shall maintain regular communication with you, respond to your reasonable inquiries, and keep you reasonably informed of material developments. Company will render services hereunder as an independent contractor and will not be deemed your employee, agent, or fiduciary.
4.2 Company's Representation of Others
Company's Services under these terms of service will not be exclusive to you, and at all times Company is free to perform the same or similar services for others, as well as to engage in any and all other business activities, if such other activities do not materially interfere with Company's Services to you under these terms of service.
4.3 Purpose
Unless otherwise agreed by the parties in writing, the purpose of the Services and Our Relationship is growing and advancing your career in the worldwide entertainment, amusement, and influencer industries ("Purpose").
05.
5.1 Timely Cooperation
You shall cooperate in good faith with Company and provide timely information, content, approvals, access, and materials reasonably necessary for Company to perform its obligations under these terms of service. You shall not unreasonably delay decisions or withhold approvals where prompt responses are reasonably required for time-sensitive matters. You shall timely pay commission owed to Company. You shall maintain professional decorum in all dealings initiated through Company.
5.2 Timely Communication
You shall use reasonable efforts to do all the of the following:
In these terms of service, "Business Day" means any day other than a weekend or a public holiday observed by the State of California.
5.3 Charitable Motivation
If you, without giving reasonable advance notice to Company, fails to deliver by an agreed-to deadline one or more deliverables that are necessary for advancing an Opportunity, then Company may require you to donate 5% of the Earnings (defined in section 6.1 below) from the relevant Opportunity to a 501(c)(3) charity of their choice within seven (7) days of receiving the Earnings. Your failure to comply with this section 5.3 will not constitute a breach of contract, but Company may, in its sole discretion, end Our Relationship for such noncompliance by giving you notice of termination. You acknowledge that this section 5.3 is intended to be a fun, reasonable way to encourage development of time management and communication skills and is not intended to be punitive. The parties do not intend for this section 5.3 to create enforceable rights for any nonparty.
5.4 Sharing Analytics
You shall provide Company full and timely access to all data, metrics, and analytics reasonably necessary for Company to perform the Services under these terms of service. This includes, without limitation, social media analytics, streaming statistics, website traffic reports, fan engagement metrics, and any other relevant performance data or insights related to your career and brand. You shall provide such data to Company within a reasonable time (normally not more than 5 Business Days) after Company's reasonable request, in the form of direct access (e.g., account logins, collaborator access, or platform-generated reports) or other format reasonably specified by Company.
5.5 Morality Clause
Talent acknowledges that Talent's personal conduct and public reputation directly affect the commercial value of Talent's brand and Company's ability to represent and promote Talent effectively. Talent shall act in a professional and responsible manner at all times during Our Relationship and for the 1-year period immediately after Our Relationship ends. Talent shall not negligently, recklessly, or knowingly engage in any conduct, whether in public or private, that:
If, in Company's reasonable judgment, Talent violates this clause, and after affording Talent a reasonable opportunity to refute any alleged violation, Company may (1) require Talent to take corrective action, including public statements or remedial conduct; (2) immediately end Our Relationship by giving notice of termination to Talent; or (3) both. Company shall exercise its rights under this section 5.5 in good faith and consistent with applicable California law.
06.
6.1 Definitions
In these terms of service, the following definitions will apply:
6.2 Company's Commissions
Except as otherwise agreed by the parties in writing, as Company's compensation for performing the Services, you shall pay Company a commission equal to a percentage of all Earnings from each Covered Opportunity. If not specified in a writing signed or otherwise agreed to by the parties, the Company's commission percentage will be 20%.
6.3 Timing of Payments
Each time you receive a payment of Earnings, you shall pay Company no later than 30 days thereafter the commission owed from those Earnings. Any payment that is more than 15 days late will accrue simple interest at a rate of % per day, or the maximum permitted by law, whichever is lower.
6.4 Direct Collection of Commissions
To the extent permitted by law, Company may, but is not obligated to, collect payments on behalf of you in the course of providing services under these terms of service (including but not limited to selling merchandise on one or more websites or e-commerce platforms). Such payments collected by Company on behalf of you will be disbursed to you within 30 days, less the Company's commission and reimbursable expenses incurred by the Company (see section 7 below, titled "Expenses").
6.5 Accounting and Auditing
Each party shall, no later than 30 days after a request from the other party, provide the requesting party a reasonable accounting of all monies earned or collected by the first party relevant to commissions or Earnings. On one or more occasions, Company may request one or more of the following:
6.6 Survival
Your payment obligations, Company's right to commissions, Company's auditing and accounting rights, and the other terms of this section 6 will remain in effect after Our Relationship ends.
07.
Company may, but is not obligated to, advance or pay for any fees or expenses on your behalf without prior written approval. You shall reimburse Company for all such fees or expenses advanced by Company within 30 days of invoice. Each such invoice must provide an itemization of each fee and expense exceeding $250. Company shall maintain copies of receipts, invoices and other reasonable documentation evidencing such fees and expenses, and shall provide you with copies of such documents no later than 30 days after receiving a written request from you.
08.
8.1 Delegation by Company
Company may delegate, subcontract, or assign specific functions or categories of Services to trusted non-party individuals or entities (e.g., music managers, touring managers, regional managers, or vertical-specific consultants) if the following conditions are satisfied:
8.2 Engagement by You
You may engage additional managers or specialists to support discrete areas of your business if the following conditions are satisfied:
8.3 Intent of the Parties
The parties acknowledge that careers in entertainment and influencing often involve multiple stakeholders, and this section 8 is designed to ensure flexibility while preserving Company's role in managing your overall business direction.
8.4 Indemnification of Company for Non-Party Acts
You agree that Company is not liable for the acts or omissions of non-party individuals or entities (e.g., music managers, touring managers, regional managers, or vertical-specific consultants) retained by or on behalf of you. You shall indemnify, hold harmless, and defend Company against all claims, losses, damages, liabilities, and costs arising from the actions or omissions of such nonparties, except to the extent caused by Company's negligent, illegal, or willful misconduct.
09.
9.1 Introductions are Valuable
You acknowledge that introductions to individuals, brands, platforms, agencies, potential collaborators, and other strategic connections (collectively, "Strategic Introductions") first made to you by Company or arising from Company's efforts under these terms of service constitute valuable information of Company to the extent such information is confidential.
9.2 Definition
In these terms of service, "Confidential Information" means any of the following nonpublic information of a party that the party shares with the other party:
"Confidential Information" does not include information that
9.3 Treatment
Each party shall take precautions to prevent all disclosure or use of the other party's Confidential Information except that which is permitted in these terms of service. Those precautions must be at least as effective at preventing disclosure as those taken by the disclosing party to protect its own Confidential Information or those that would be taken by a reasonable person in the receiving party's position, whichever are more effective. Subject to those precautions, the receiving party may use Confidential Information or share Confidential Information with any of its then-current Affiliates as necessary to comply with its obligations under these terms of service.
9.4 Use of Confidential Information
A party receiving Confidential Information may combine, copy, summarize, or otherwise use the Confidential Information only in accordance with the Purpose of Our Relationship. The receiving party shall not use the Confidential Information in any other way without the disclosing party's written approval.
9.5 Ownership
The disclosing party will exclusively own the Confidential Information it discloses to the receiving party. The parties do not intend that these terms of service transfer or grant to the receiving party any ownership, intellectual property or other rights in or licenses to the Confidential Information, except the right to use the Confidential Information as provided in section 9.4 (titled "Use of Confidential Information"). The receiving party shall not change, hide, or remove any copyright or trademark notice, logo, or other notice of the disclosing party's ownership contained in any of the Confidential Information.
9.6 Return of Confidential Information
When Our Relationship ends and at any time requested by the disclosing party, the receiving party shall, without retaining any copies, (a) promptly return to the disclosing party all Confidential Information received from the disclosing party, in any form, in its possession or that of its Affiliates, including copies, summaries, or compilations made by the receiving party or its Affiliates; and (b) if the disclosing party requests, destroy all such information and provide certification that the receiving party and its Affiliates destroyed all such information to the extent permitted by law. This section 9.6 does not require a party to destroy or return any documents that the party is by law required to maintain, provided that the party shall destroy or return those documents promptly after the party is no longer required to retain those documents.
9.7 Cooperation When Disclosure is Compelled
If a receiving party or one of its Affiliates receives a court order, discovery request, subpoena, or similar mandate compelling by law disclosure of the Confidential Information, the receiving party shall
9.8 Defend Trade Secrets Act
Under 18 USC § 1833(b), an individual may not be held criminally or civilly liable under any federal or state trade secret law for disclosure of a trade secret that is made either (a) in confidence to a government official (either directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding if (a) any document containing the trade secret is filed under seal, and (b) the individual does not disclose the trade secret except pursuant to court order.
9.9 Survival
The terms of this section 9 (titled "Confidentiality") will remain in effect for two years following the end of Our Relationship.
10.
The parties anticipate that they each might provide the other party (including their Affiliates) with access to one or more accounts, devices, or systems that they own or control to enable the other party to perform or benefit from the Services. Each party receiving access shall take reasonable precautions to prevent unauthorized access to these accounts, devices, or systems. Those precautions must be at least as effective at preventing disclosure as those taken by the granting party to protect its own accounts, devices, and systems or those that would be taken by a reasonable person in the receiving party's position, whichever are more effective. The receiving party shall promptly notify the granting party whenever it has reason to believe unauthorized access to accounts, devices, or systems owned or controlled by the receiving party has occurred.
11.
Each party shall not say (orally or in writing, including by publishing statements in social media, press communications, or other public forum) to anyone else (i.e., anyone other than a party and their Affiliates) anything critical of or disparaging the other party, that party's business, or any of that party's Affiliates. This section 11 does not prevent a party from doing any of the following:
Each party acknowledges that the other party's reputation is valuable, and harm from damaging the other party's reputation is irreparable and cannot be adequately compensated with money.
12.
12.1 Definitions
In this agreement, the following definitions will apply:
12.2 Pre-Existing Intellectual Property
(a) Each party will retain all rights in the Intellectual Property that is developed, owned, licensed or sublicensed by that party before or independent of these terms of service ("Pre-Existing IP"). Neither party grants nor transfers any ownership or rights in that party's Pre-existing IP to the other party, except as stated in part (b) of this section 12.2.
(b) To the extent any of Company's New IP contains, is derived from, or otherwise uses your Pre-Existing IP, you grant the Company a non-exclusive, perpetual, irrevocable, royalty-free, fully-paid, sublicensable, worldwide license to use and practice such Pre-Existing IP as necessary to (a) perform the Services and fulfil Company's other obligations under these terms of service, and (b) use Company's New IP for Self-Promotion. You may revoke this license by sending Company a notice any time after Company fails to cure a material breach of these terms of service before the end of the Cure Period (defined in section 14.2 below, titled "Time to Cure a Material Breach").
12.3 Your New Intellectual Property Rights
(a) You hereby grant the Company, as well as any of its clients involved in the campaign or collaboration in which you are participating, a non-exclusive, royalty-free, worldwide, irrevocable license to use Your New IP for one or more of the following purposes:
(b) You hereby grant each of the Company's clients involved in a campaign or collaboration in which you are participating a non-exclusive, royalty-free, worldwide, irrevocable license to use Your New IP for purposes related to that campaign or collaboration for which you created Your New IP.
12.4 Company's New Intellectual Property
(a) Unless you and Company agree otherwise in writing, Company will have exclusive ownership of and all rights in all of Company's New IP.
(b) To the extent permitted by law, Company may register in its own name any copyrights, trademarks, patents, or other Intellectual Property as Company desires to transfer, perfect, and defend Company's ownership of the New IP.
(c) Company hereby grants you an a perpetual, revocable, royalty-free, non-sublicensable, worldwide license to use the New IP: (i) as necessary to receive, use, or benefit from the Services in accordance with the Purpose; (ii) to showcase your talents and abilities in a portfolio available on one or more webpages or social media accounts maintained by you, except you may not do so to the extent the New IP is or contains Company's Confidential Information as defined in section 9.2 (titled "Definition"); and (iii) as Company otherwise consents in writing. This license is further subject to the following terms:
(d) You may purchase all the rights in the Company's New IP at a reasonable price agreed to by you and the Company, except if you and the Company cannot agree to such a price, then at a reasonable price determined by an independent third party experienced in valuing similar Intellectual Property who will be selected by the parties. You and the Company shall each pay 50% of the costs of that independent third party. The Company's New IP you may purchase under this section does not include any of Company's New IP that contains Company's Confidential Information or Company's Pre-Existing IP.
12.5 Survival
The terms of this section 12 will remain in effect after Our Relationship ends.
13.
13.1 Consent to Your Use Publicity
You hereby consent to the Company's use in perpetuity, worldwide, royalty-free, of your name, image, likeness, voice, and biographical information ("Publicity") for the following purposes: (a) to perform the Services and the Company's other obligations under these terms of service, (b) for Self-Promotion, or (c) such other purpose to which you consent in writing. Company will be under no obligation to (a) actually use your Publicity, or (b) use your name with one or more other aspects of your Publicity.
13.2 Revocation of Consent
You may revoke your consent given under section 13.1 by sending Company a notice any time after (a) the failure of the Company to cure a material breach of these terms of service before the end of the Cure Period or (b) the fifth year following the end of Our Relationship.
13.3 Waiver of Inspection
You waive the right to inspect or approve any use of your Publicity by Company.
13.4 Survival
The terms of this section 13 will remain in effect after Our Relationship ends.
14.
14.1 Definition of Material Breach
For purposes of these terms of service, a material breach of these terms of service includes
14.2 Time to Cure a Material Breach
If a party commits a material breach of one or more of that party's obligations under these terms of service, the nonbreaching party may give notice to the breaching party, providing no less than 15 consecutive days to cure the breach ("Cure Period"). The Cure Period will begin when the notice becomes effective under section 20 (titled "Notice"). Our Relationship will end if the breaching party fails to cure the breach before 11:59 pm (in the breaching party's time zone) on the last day of the Cure Period. The nonbreaching party's notice will not cause Our Relationship to end if the breaching party cures the material breach during the Cure Period.
15.
No less than 30 days and no more than 60 days before the end of the then-current term of Our Relationship, either party may give the other party written notice of intent to extend the duration of Our Relationship for an additional term. If such notice is given, Our Relationship will renew for an additional term (each a "Renewal Term") unless the second party (i.e., the party that received the notice of renewal) notifies the first party (i.e., the party seeking renewal) in writing before the end of the current term that the second party does not want to extend the duration of Our Relationship. Our Relationship will remain in effect during each Renewal Term. The duration of each Renewal Term will be as follows: (a) 2 years for the first Renewal Term, (b) 2 years for the second Renewal Term, and (c) 1 year for the third Renewal Term, except the total aggregate term during which Our Relationship will be in effect will not exceed 7 years.
No later than 15 days after the Effective Date, either party may end Our Relationship, for any reason or no reason at all, by giving notice to the other party. Thereafter, Our Relationship will only end at 11:59 pm Pacific Time on any of the following days, whichever occurs first: (a) if, at the time of notice is given, the Company is not entitled to be your exclusive manager, the 30th day after giving the other party notice of termination (or such later date as specified in the notice), with no reason needed; (b) the last day of the then-current term of Our Relationship if the duration of Our Relationship is not extended under section 15 (titled "Renewal"); (c) the end date agreed to by the parties in writing; (d) the day you receives notice of termination from the Company under section 5.3 (titled "Charitable Motivation) or section 5.5 (titled "Morality Clause"); or (e) the day a breaching party receives notice of termination from the non-breaching party based on either (1) the breaching party's failure to cure a material breach before the end of the applicable Cure Period or (2) a material breach by the breaching party that is incapable of cure or involves willful misconduct. Company will continue to be entitled to all commission on Earnings from Opportunities received after Our Relationship ends, except Company will not be entitled to such commission if Our Relationship ends based on a material breach by Company.
16.
After Our Relationship ends, Company will not be obligated to maintain any website, subscription, or other service that incurs an ongoing cost. Upon receiving your request to take over the control of and responsibility to pay for such a service, the Company shall use reasonable efforts to transfer such service to you or the person you designate.
17.
You acknowledge that Company is not licensed as a theatrical, employment, talent, artist or booking agency. You acknowledge that Company has not offered, attempted, or promised to obtain employment or engagements for you. You acknowledge and agree that Company will not perform those services or any other services that require a professional license, and that Company is not permitted, authorized, or expected to do so. You shall at all reasonable times engage and utilize proper talent agents or other licensed employment agencies to obtain engagements and employment for you, at your sole expense. Company may coordinate with a duly licensed talent agency to provide integrated services if such coordination does not violate any applicable laws or regulations. The parties intend that nothing in these terms of service be interpreted as requiring Company to engage in activities that would require a professional license under the California Talent Agency Act or any other law.
18.
18.1 Definition
In these terms of service, "Representative Agreements" means recording agreements; talent agency agreements; personal or business management agreements; any agreement that provides for commission, compensation, royalties, or other distributions to be paid by you from profit or revenue generated from your activities, publicity, fame, or intellectual property; any other agreement that provides for performance of services similar to the Services; or any agreement that by its terms purports to restrict your ability to agree to or be bound by these terms of service or would materially restrict your ability to perform the Services or collect payment under these terms of service.
18.2 Your Representation and Warranty
You represent and warrant that all Representative Agreements to which you are party that are in effect as of the Effective Date have been disclosed to Company in writing on or before the Effective Date, and all other Representative Agreements (if any) to which you were a party either (a) have ended by their own terms or following the material breach by the other party or (b) were void from the beginning or have been rescinded.
18.3 Indemnification
You shall indemnify, defend, and hold harmless Company from and against all claims, losses, damages, liabilities, and costs (including reasonable attorneys' fees and other litigation costs) arising out of (a) any breach of or material misstatement contained in section 18.2 (titled "Your Representation and Warranty"); or (b) Company's activities undertaken in reliance on section 18.2, regardless of whether the representations are accurate or the warranty is not breached.
18.4 Evidentiary Support
If Company requests reasonable evidentiary support for the foregoing representation as to one or more Representative Agreements disclosed by you, then no later than 7 days after receiving the request, you shall provide such documentation and evidence.
18.5 Survival; No Authorized Violations
This section 18 will survive after the end of Our Relationship, and is not intended to authorize the violation of any law or contract.
19.
19.1 Definition
In these terms of service, "Circumstance Beyond Control" means, as to a party, (a) an event or circumstance (whether foreseeable or unforeseeable) that was not caused by that party, or (b) any consequences of that event or circumstance. Any lack of funds or financial hardship on part of you will not constitute a "Circumstance Beyond Control".
19.2 Requirements
If a Circumstance Beyond Control prevents a party from complying with any one or more obligations under these terms of service, that inability to comply will not be a breach if:
19.3 Noncomplying Party's Obligations
If a Circumstance Beyond Control occurs, the noncomplying party shall promptly notify the other party that the Circumstance Beyond Control occurred, how it affects the noncomplying party's performance under these terms of service, and how long that party expects it to last. Thereafter the noncomplying party shall provide the other party updates of that information as reasonably requested by the other party. If the other party requests, the noncomplying party shall promptly provide the other party evidence reasonably confirming the existence of the Circumstance Beyond Control. While a Circumstance Beyond Control exists, the noncomplying party shall use reasonable efforts to limit damages to the other party and to resume its performance under these terms of service.
19.4 Extension of Term
If a Circumstance Beyond Control lasts more than 30 consecutive days, the current term of Our Relationship will be extended for the duration of the delay (except in no event with the total aggregate term of Our Relationship exceed 7 years), and the parties shall confer in good faith to determine any reasonable or fair modifications to the terms of our agreement with respect to Our Relationship (including these terms of service) in light of the impact of the Circumstance Beyond Control.
20.
A notice given to a party under these terms of service will be effective if sent to that party's email address with a copy sent to that party's mailing address by first class (or certified) mail with postage prepaid, return receipt requested. Notice sent only by email will be effective despite a failure to send a copy by mail if the receiving party sends the noticing party a written communication confirming (expressly or impliedly) receipt of the notice. A notice will be deemed effective (a) 48 hours after it is sent to the receiving party in accordance with this section, or (b) when its receipt is confirmed by the receiving party, whichever occurs first. If a party would receive a notice after 5:00 p.m. (in that party's time zone) on a Business Day or any time on a day that is not a Business Day, then the communication will be deemed to have been received at 9:00 a.m. on the next Business Day. Each party's email address and mailing address that must be used for giving notice are as follows:
21.
21.1 No Talent Agency Services
You acknowledge the Company will provide the Services only in the role as a manager and consultant. The Company will not act as a talent agency or other professional licensed by the State of California or any other state.
21.2 No Promised Outcome
WHILE THE COMPANY WILL EXERCISE REASONABLE EFFORTS TO PROVIDE THE SERVICES, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. THE COMPANY MAKES NO GUARANTEES, PROMISES, OR PROJECTIONS ABOUT EARNINGS, CAMPAIGN RESULTS, INFLUENCER PERFORMANCE, OR ANY OTHER OUTCOME FROM THE SERVICES.
22.
22.1 Negotiation, Mediation
If any dispute arising out of these terms of service, Our Relationship, the Services, any Covered Opportunity, any Earnings, Confidential Information, Pre-Existing IP, New IP, your Publicity, or any other subject matter of these terms of service ("Dispute") cannot be resolved through negotiation within 30 days of a party initiating such negotiations with the other, the parties shall submit the Dispute to non-binding mediation in Los Angeles County, California before resorting to any arbitration, litigation, or other adversarial legal proceedings (collectively, "Adversarial Proceedings"). Each party shall bear its own legal costs and fees of the mediation. Nothing in this section 22.1 will prevent a party from seeking temporary or emergency relief under section 22.3.
22.2 Arbitration
Subject to the other parts of this section 22, as the exclusive means of initiating Adversarial Proceedings to resolve any Dispute, a party may demand that a Dispute be resolved by arbitration administered by the California Lawyers for the Arts in accordance with its default rules, and each party hereby consents to any Dispute being so resolved. The arbitration will take place before a panel of one arbitrator sitting in Los Angeles County, California. Judgment on any award rendered in any such arbitration will be binding and may be entered in any court having jurisdiction. Each party will bear its own legal costs and fees with respect to the arbitration, except as otherwise provided by statute.
22.3 Emergency Relief Exception
A party may seek from a court having jurisdiction any temporary remedy or emergency relief that may be necessary to protect that party from irreparable harm or to preserve the status quo pending the arbitral tribunal's determination of the merits of the Dispute.
22.4 Irreparable Harm
Each party acknowledges that that a breach of Sections 6.5 (Accounting and Auditing), 9 (Confidentiality), 10 (Data Breaches), and 11 (Non-Disparagement) may result in irreparable harm for which monetary damages would be inadequate. Therefore, in addition to any other remedies available, the non-breaching party may seek injunctive or equitable relief to prevent or curtail any such breach of these terms of service.
22.5 Small-Claims Exceptions
Either party may file one or more of the following:
Any Adversarial Proceeding brought under this section 22.5 will be limited solely to the Dispute between Company and you.
22.6 No Class Actions
Any proceeding you bring to resolve a Dispute will be limited solely to the individual Dispute between you and the Company. You hereby waive any rights you would otherwise have to resolve a Dispute by a class action or other suit in a representative capacity.
22.7 Limitations on Liability
(a) Neither party will be liable for breach-of-contract damages that the breaching party could not reasonably have foreseen at the time of the breach.
(b) THE COMPANY'S TOTAL LIABILITY ARISING OUT OF THESE TERMS OF SERVICE, OUR RELATIONSHIP, THE CONFIDENTIAL INFORMATION, AND THE SERVICES WILL NOT EXCEED $10,000 OR THE TOTAL AMOUNT YOU PAID TO THE COMPANY UNDER THESE TERMS OF SERVICE, WHICHEVER IS GREATER, EXCEPT THIS SECTION 22.7(b) WILL NOT APPLY TO THE EXTENT YOUR DAMAGES ARISE FROM THE COMPANY'S OWN FRAUD, WILLFUL INJURY TO BODY OR PROPERTY, OR WILLFUL OR NEGLIGENT VIOLATION OF THE LAW.
(c) No provision in these terms of service will exclude or limit the Company's liability beyond the extent permitted by applicable law. Section 22.7(b) above will not apply if you reside in the state of New Jersey.
22.8 Attorneys' Fees and Collections Costs
The prevailing party of an Adversarial Proceeding pending in court initiated to resolve any Dispute (including to enforce an arbitration award or to obtain or collect on a judgment) will be entitled to recover that party's reasonable attorney's fees, reasonable collection agency fees, and any court, arbitration, post-suit mediation, judgment collection, or other litigation and collection costs from the other party.
23.
In addition to these terms of service, your use of the Website is governed by the Company's privacy policy (available at https://reachprojects.co/privacy.html) and its cookies disclaimer (available at https://reachprojects.co/cookies.html) posted on the Website (collectively, "Website Terms"). By using the Website, you consent to the Website Terms. If you do not consent to them, you must immediate cease from using the Website.
24.
Your participation in Company events and use of Company services is subject to the terms set forth by the owners and operators of the platforms where such events occur or such services are provided, including but not limited to Meta Platforms, Inc., Slack Technologies, LLC, Zoom Video Communications, Inc., and any other the company that provides a platform on which the Company hosts events or provides its services (each a "Platform"). You acknowledge that, in most cases, the Company is not affiliated with the Platforms, but is only a user like you. The Company will not be liable to you for any losses, expenses or other harm resulting from any action or inaction taken by any Platform.
25.
These terms of service do not apply to any joint venture, partnership, or similar shared-equity venture between you and the Company. Each such venture will be governed by the terms of a separate agreement between you and the Company.
26.
26.1 Governing Law
California law, except its choice of law principles, governs these terms of service and all Adversarial Proceedings arising out of these terms of service, Our Relationship, the Services, a Covered Opportunity, Earnings, Pre-Existing IP, New IP, your Publicity, Confidential Information, or other subject matter of these terms of service.
26.2 Assignment
Each party shall not, without the other party's prior written consent, transfer to any other person (including a human or entity) any discretion granted under, right to satisfy a condition under, remedy under, or obligation imposed under these terms of service, except the Company may, without your consent, transfer any such discretion, rights, remedies, or obligations to a Related Person or a collections agency. "Related Person" means any human or entity that is an officer of the Company, that has at least a 25% ownership interest in the Company, or that is at least 50% owned by a human or entity that is an officer of the Company or has at least a 25% ownership interest in the Company. Any attempted transfer violating this section 25.2 is void.
26.3 Waiver
To be effective, any waiver of a condition or obligation under these terms of service must be in writing and signed by an authorized representative of the party granting the waiver. A party's waiver on one occasion will not operate as a waiver on other occasions.
26.4 Entire Agreement
The following documents are included as a part of these terms of service:
These terms of service (including the documents listed above) constitute the entire understanding between the parties regarding the Services, Confidential Information, the Website, and other subject matter of these terms of service.
26.5 Resolving Inconsistencies
Any inconsistency between the documents comprising these terms of service be resolved as follows, with the terms of a document listed below superseding the inconsistent terms of each document listed after it: (a) each order form, invoice, or other document described in part (c) of section 26.4 above; (b) this document titled "Terms of Service"; and (c) the Privacy Policy. (For example, the terms in an invoice or order form will supersede inconsistent terms in all other documents comprising these terms of service, and the Website Terms are superseded to the extent its terms are inconsistent with the terms of any of the other documents comprising these terms of service.)
26.6 Severability and Fixing Unenforceable Terms
If a court or arbitrator holds that one or more provisions of these terms of service are unenforceable, the parties want the court or arbitrator to order as follows:
If a court or arbitrator determines that one or more parts of these terms of service are unenforceable, the parties shall negotiate in good faith to modify these terms of service in accordance with the original intent of the parties so that the transactions contemplated in these terms of service will be accomplished as originally contemplated to the greatest extent possible.
For questions about these Terms of Service, please contact us at: