LÜK 1099 Payroll Pro Policy
This LÜK 1099 Payroll Policy (the "1099 Payroll Pro Policy") supplements, forms part of, and is subject to the LÜK Terms & Conditions (the "Terms") which govern your ("Customer" or "you") access to, and use of the Services (as defined in the Terms) offered by TLNT Inc., a Delaware corporation dba LÜK ("LÜK", "we", or "us"). The Terms, together with this Policy constitute a legally binding agreement between LÜK and Customer. By utilizing the 1099 Payroll Services (as defined below) you agree to be bound by this Policy and understand and agree that the 1099 Payroll Services shall constitute part of the Services provided to you pursuant to the Terms. It is important that you carefully read and understand this Policy. Capitalized terms used in this Policy but not otherwise defined shall have the meanings given to them in the Terms.
- 1099 Payroll.
- Overview. The Services provided by LÜK pursuant to this 1099 Payroll Pro Policy include (1) comprehensive invoice bundling (the "1099 Payroll Pro" feature), whereby LÜK will consolidate into a single invoice all third-party invoices related to a particular Confirmed Booking and/or other bookings as agreed in writing between LÜK and Customer (collectively, "Covered Bookings"); (2) Independent Contractor payment reporting services (the "Payment Reporting Services"), (3) workers' compensation insurance coverage ("1099 Workers' Compensation Insurance"); (collectively, the "1099 Payroll Services").
- Coverage on Your Terms. Customers may from time to time elect to utilize some or all of the 1099 Payroll Services, subject to the terms of this 1099 Payroll Policy and the Membership Agreement. The 1099 Payroll Services provided to you shall be subject to the scope of Services indicated in your Membership Agreement (or as agreed separately between LÜK and Customer in writing), as may be updated from time to time in writing between the parties.
- 1099 Payroll.
- Invoice Bundling. In the event Customer utilizes the 1099 Payroll Pro feature, then in connection with each Confirmed Booking, LÜK will generate a single invoice statement capturing all invoices generated by Agencies and other third-party service providers (collectively, "Service Providers") associated with the relevant Confirmed Booking, including those generated in connection with the Payment Reporting Services (a "Bundle Statement"). Promptly following receipt of a Booking Confirmation, Customer shall ensure delivery to LÜK of all information necessary for LÜK to generate the relevant Bundle Statement, including but not limited to relevant Service Provider identification and contact details, as well as tax information, Service Provider invoices, and necessary Payment Information, as applicable (collectively, the "Bundle Information").
- Bundle Statement. LÜK will utilize the Bundle Information to prepare and deliver to Customer a Bundle Statement for each Confirmed Booking. Customer is responsible for timely reviewing, approving and ensuring the accuracy of the Bundle Statement. Customer must correct or provide any incorrect or missing information contained in a Bundle Statement, either through the Platform, or by notifying LÜK in the manner specified in the Bundle Statement and within the time period specified therein.
- Payments. Once a Bundle Statement has been approved by Customer pursuant to the terms indicated in the relevant Bundle Statement (an "Approved Bundle Statement") LÜK will initiate payments to Service Providers in the amounts and according to such timing mechanics as indicated therein. All payments will be facilitated via LÜK Pay. Once a payment is initiated, Customer understands and acknowledges that it will not be able to cancel or amend such payments. Notwithstanding the timeframe by which LÜK shall make payments to Service Providers for a particular Bundle Statement, Customer shall be responsible for remitting the total Bundle Statement invoice amount to LÜK within thirty (30) days, or such timeframe as indicated in the Membership Agreement following receipt of a Bundle Statement.
- Payment Reporting Services. Payment Reporting Services are only available within the United States. In the event you elect to utilize the Payment Reporting Services, you authorize LÜK to provide the Payment Reporting Services to you and the Independent Contractors as indicated in a Bundle Statement. "Independent Contractors" shall include Talent, as well as other individual freelancers providing services associated with a Confirmed Booking as indicated in a Bundle Statement. To use the Payment Reporting Services, you must timely submit all Payment Information (as defined below) to LÜK. The Payment Reporting Services are available exclusively with respect to Covered Bookings. In addition, each covered Independent Contractor shall also be subject to 1099 Workers' Compensation Insurance coverage as further indicated in Section 3 below.
- Payment Information. Promptly following receipt of a Booking Confirmation subject to the Payment Reporting Services, Customer shall ensure delivery of all relevant Payment Information necessary for LÜK to provide the 1099 Payroll Services for that particular Confirmed Booking. "Payment Information" includes all information provided to LÜK in connection with the Payment Reporting Services, including but not limited to information provided by Customer, Authorized Service Recipients, Customer Contract Manager, and Independent Contractor that is used by LÜK to calculate and facilitate payment to Independent Contractors via LÜK Pay, as well as produce applicable informational tax reports (as set forth in Section 2.4) and payment statements. Customer is responsible for reviewing and ensuring the accuracy of Payment Information before it is submitted to LÜK. Customer understands that the Payment Reporting Services provided by LÜK are dependent upon the collection, accuracy, and completeness of information provided by Customer, Authorized Service Recipients, Customer Contract Manager, Agencies, and Independent Contractors.
- Payment Processing. For each Covered Booking subject to the Payment Reporting Services, LÜK will process payments to Independent Contractors as indicated in each Approved Bundle Statement. All payments will be facilitated via LÜK Pay. Customer will not be able to cancel or amend payment transactions once they have been initiated. LÜK will use reasonable efforts to act on any cancellation or amendment requests it receives from Customer, but will have no liability if the cancellation or amendment is not effectuated. In addition to facilitating payments to Independent Contractors, LÜK will report payments made to Independent Contractors pursuant to appropriate Form 1099 filings for such Independent Contractors. Customer understands that Independent Contractors may be subject to obligations to report and/or pay taxes on payments received in connection with the Payment Reporting Services. Customer understands that the services provided under this 1099 Payroll Pro Policy do not include calculating, filing, or making any tax payments on behalf of Independent Contractors.
- Workers' Compensation Insurance.
- For Covered Bookings subject to the Payment Reporting Services, LÜK shall procure and maintain a policy of workers' compensation insurance for all Independent Contractors for the duration of this 1099 Payroll Pro Policy. 1099 Workers' Compensation Insurance coverage shall generally be maintained in an amount of not less than $1,000,000 for each accident, $1,000,000 disease for each Independent Contractor and a $1,000,000 disease policy limit. The 1099 Workers' Compensation Insurance coverage terms, limits, and associated policy details are subject to change without notice to Customer. A current certificate of 1099 Workers' Compensation Insurance shall be made available to Customer from time to time upon request.
- Additional Terms.
- Independent Contractors. The 1099 Payroll Services are made available exclusively to Customer for the purposes of facilitating payments to individuals or entities that Customer engages with on a contract or assignment basis as independent contractors. By identifying a particular Independent Contractor for inclusion within the Payment Reporting Services, Customer represents that (1) the Independent Contractors will be free from the control and direction of LÜK in connection with the performance of any work as it relates to a Confirmed Booking, (2) the work performed by the Independent Contractor will fall outside the usual course of LÜK's technology platform business, and (3) the Independent Contractor is customarily engaged in an independent established trade, occupation, or business of the same nature as that involved in the work performed in connection with Confirmed Booking(s). Solely for the purpose of making 1099 Workers' Compensation Insurance coverage available, LÜK shall be designated the "employer-of-record" of the Independent Contractors. In no event is such designation intended to be construed (or shall be construed) to cause LÜK to be treated as an employer of any Independent Contractor.
- Accuracy of Bundle Information. Customer represents, warrants and undertakes to (1) timely submit Bundle Information as well as any other information that LÜK may request in order to provide the Services, including but not limited to Customer tax information, details regarding Independent Contractors, and Booking details; and, (2) assume sole responsibility for, and will ensure the timeliness, sequence, accuracy, completeness and reliability of, all information provided to LÜK in connection with the 1099 Payroll Services, including the accuracy, completeness and reliability of all Approved Bundle Statements. LÜK is entitled to rely upon, and is not obligated to independently verify, any information provided to LÜK by Customer or approved by Customer in connection with the 1099 Payroll Services, including the contents of any Approved Bundle Statement.
- LÜK is Not a Fiduciary; No Advice. You acknowledge and agree that (i) LÜK is not acting in a fiduciary capacity for you; (ii) using the Payment Reporting Services does not relieve you of your obligations under local, state, or federal laws or regulations to retain records relating to your data contained in LÜK's files; and (iii) any information that LÜK provides in connection with the Payment Reporting Services is for informational purposes only and should not be construed by you as legal, tax, or accounting advice. You understand that the Payment Reporting Services do not meet, and are not intended to meet, all federal, state, and local payroll or other obligations that apply to Customer's business. Customer understands that it is responsible for compliance with any and all applicable laws, rules and regulations applicable to Customer and its business. Customer is responsible for determining whether the Payment Reporting Services are appropriate for its business. By providing the 1099 Payroll Services as well as any other Services identified under the Terms, LÜK is not providing any legal, financial, accounting, tax or other professional advice to Customer. Customer understands that it should consult federal and local government websites and/or consult with qualified counsel to determine and understand its compliance obligations.
- Services Made Available to Independent Contractors. Customer understands that in conjunction with the 1099 Payroll Service, LÜK may provide Independent Contractors with certain services, including the ability to receive expedited access to payments facilitated hereunder ("Flash Pay"). Flash Pay is offered as a convenience for Independent Contractors to use at their voluntary election. LÜK may charge Independent Contractors a fee for facilitating the Flash Pay service. Flash Pay is offered to Independent Contractors at no additional fee or cost to Customer.
- Fees. The 1099 Payroll Services are subject to such fees as indicated on each Approved Bundle Statement (the "1099 Payroll Service Fee"). Notwithstanding Section 4 of the Terms, Customer understands that all of the invoice amounts identified in an Approved Bundle Statement, including the 1099 Payroll Service Fee, constitute 'Fees' as defined in the Terms. As such, Customer is solely and exclusively responsible for the payment of all such Fees to LÜK in accordance with the terms outlined in this 1099 Payroll Pro Policy as well as the relevant Approved Bundle Statement. In the event that LÜK determines that an error, omission or inaccuracy exists with respect to an Approved Bundle Statement, whether or not arising in whole or in part from Customer's action or inaction with respect to the Services or provision of Bundle Information, LÜK shall amend and re-issue the relevant Approved Bundle Statement at its discretion, the contents of which shall be binding upon the parties.
- LIMITATION OF LIABILITY.
- NOTWITHSTANDING ANYTHING CONTAINED IN THE TERMS, IN NO EVENT SHALL LÜK OR ITS AFFILIATES OR ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS, LICENSEES, VENDORS, SUBCONTRACTORS, AND ASSIGNS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM CUSTOMER'S USE, OR LÜK'S PROVISION OF, THE 1099 PAYROLL SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF LÜK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO CUSTOMER. IN SUCH STATES, LÜK'S LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
- Indemnification. Notwithstanding anything contained in the Terms, Customer agrees to defend, indemnify, and hold LÜK and its Affiliates and its and their officers, directors, employees, successors, licensees, vendors, Subcontractors, and assigns harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from Customer's access to, use, or misuse of the 1099 Payroll Services. LÜK shall provide notice to Customer of any such claim, suit, or proceeding and shall assist Customer at Customer's expense, in defending any such claim, suit, or proceeding. LÜK reserves the right, at Customer's expense, to assume the exclusive defense and control of any matter that is subject to indemnification under this Section. In such case, Customer agrees to cooperate with any reasonable requests assisting our defense of such matter.
LÜK General Policy
This LÜK General Policy (the "Full General Policy") supplements, forms part of, and is subject to the LÜK Terms & Conditions (the "Terms") which govern your ("Customer" or "you") access to, and use of the Services (as defined in the Terms) offered by TLNT Inc., a Delaware corporation dba LÜK ("LÜK", "we", or "us"). The Terms, together with this Policy constitute a legally binding agreement between LÜK and Customer. By utilizing the Services you agree to be bound by this Policy and understand and agree that this Policy shall constitute part of the Services provided to you pursuant to the Terms. It is important that you carefully read and understand this Policy. Capitalized terms used in this Policy but not otherwise defined shall have the meanings given to them in the Terms.
- Conditional Release
- Any and all releases provided by the talent (e.g., models, actors, etc.) to Customer – including but not limited to releases for the use of the name, voice, signature, photograph, image, or likeness of the talent from the job at issue – are conditioned upon Customer's payment of LÜK's invoice in full and in a timely manner. In other words, Customer is not authorized to use or publish the name, voice, signature, photograph, image, or likeness of the talent from the job at issue until and unless the Customer pays LÜK's invoice, including any and all fees and reimbursements, in full and in a timely manner.
- Communicable Diseases
- The Customer represents and warrants that it has put in place preventative measures to reduce the spread of communicable diseases including, but are not limited to, measles, influenza, viral hepatitis-A (infectious hepatitis), viral hepatitis-B (serum hepatitis), human immunodeficiency virus (HIV infection), AIDS, AIDS-Related Complex (ARC), leprosy, Severe Acute Respiratory Syndrome (SARS), including the SARS-CoV-2 (coronavirus) and tuberculosis and that the said preventative measures either meet or exceed the most current regulations and recommendations of federal, state, and local governments and federal, state, and local health agencies. The Customer shall continue to implement all said preventative measures and continue to comply with all said regulations and recommendations of federal, state, and local governments and federal, state, and local health agencies before, during, and after the shoot.
Effective: November 28, 2023