Krew Partner Terms and Conditions

(last updated May 2, 2020)

Krew Live Ltd, an English limited liability company (“Krew,” “we” or “us”) is pleased to include you in our roster of Partners on the Krew™ website at www.krew.live (together with any iPhone®, Android® or other mobile application of such website, our “Website”). Please read these Terms and Conditions (the “Terms”), and let us know if you have any questions. These Terms are incorporated into the Partner Agreement between Partner (“Partner” “Venue” or “you”) and Krew (collectively, this “Agreement”). Additionally, as part of the on-boarding process, you may be required to complete a worksheet and information from the worksheet may be incorporated into this Agreement by reference. While we may modify the Agreement (including the Partner Agreement and/or these Terms) without advance notice to you, we will give you prompt notice of any such changes, as set forth in Section 14 below). You also may contact us at any time to receive a copy of the most current version of these Terms. By signing the Partner Agreement or otherwise accepting these Terms, you agree to be bound by these Terms, which apply to all locations, sessions and services you make available via the Krew platform, unless otherwise communicated or agreed upon by Krew.

1. ACCOUNT SET-UP & DOCUMENTATION

a) Bank Account Information. As part of the onboarding process, you will be given access to our online payment system to provide your bank account information (“Bank Account”). Once your Bank Account has been verified, we (or a third party on our behalf) will make payments to you hereunder by electronic transfer, which may be an international transfer, to your Bank Account via an automated clearing house payment system (ACH), or through an alternative payment method at our discretion. You are solely responsible for following any onboarding instructions we or a third party on our behalf may provide, ensuring that your Bank Account information is accurate and complete, immediately updating your information in our system with any changes to your Bank Account information, and for verifying that the appropriate payments have been deposited in your Bank Account at the appropriate times.

b) Class Availability. Your sessions or other services will be available for use by Krew members after you are launched on our Website. We reserve the right to limit the inventory or number of spots available. Partner shall accord the same preferences and priorities to reservations made via Krew as reservations made by Partner's clients/members. In addition, Partner shall not cancel a Krew reservation except where the session or service itself has been cancelled. We continually update and test various aspects of the Krew platform and may include or exclude you from these tests.

c) Partner’s Krew Page. We will send you a link to review your page on our Website and provide feedback. The Krew design team will confirm that all photos and design comply with Krew brand requirements.

2. PAYMENTS, EXCLUSIVITY & REPORTING

a) Payments. As full and complete payment for all goods and services you provide to customers through Krew hereunder, Krew will pay you the rate(s) you have defined for each Qualifying Class, minus the Krew platform fee. A “Qualifying Class” means a reservation for a session or service at Partner booked through our Website or by Krew unless such reservation (1) was cancelled by Krew or the Krew member in accordance with the cancellation policy as set out in the Terms of Use, up to 24 hours in advance, (provided that if a reservation is cancelled late, but is subsequently rebooked via Krew, then such late cancellation shall not count as a Qualifying Class); (2) was cancelled by you; or (3) otherwise was not honored by you. For the avoidance of doubt, attendances that are not booked by us or through our platform, such as last-minute walk-ins, do not count as Qualifying Classes. Krew reserves the right to revise the Krew platform fee from time to time, either upwards or downwards, as well as verify Partner pricing and ensure Partner’s rate is not price gouging and remains in line with Partner’s other packages and pricing. We will communicate any cost that may apply to your use of any upgrades, products, services or features we may release from time to time. Krew reserves the right to standardise and pre-package the services offered by Partners in the Krew platform at its discretion, with the goal of simplifying customer experience through comparability.

_b) Krew platform fee. Krew will retain 15% of the final price members pay for One-Off Sessions, Packages, Subscriptions and other services offered by Partners through the Krew platform.

c) Exclusivity. Krew does not ask its Partners to offer their services in exclusivity through the Krew platform. However, Krew reserves the right to ask Partners not to participate in or launch any other services or arrangements (whether direct-to-consumer or business-to-business) that are similar in form and substance to those, which you are agreeing to with us pursuant to this Agreement (e.g., variety package deal, alternative fitness Partner subscription offerings, multi- Partner package programs) in the future and at Krew’s discretion.

d) Reports & Payment Date. Payments for Qualifying Classes will be paid to you periodically (but in no case later than 10 business days after the last day of the month). Payments for Qualifying Classes are calculated by data contained in the Partner dashboard (that we make available to you immediately or in the near future so you can monitor your account) and as such will be the final determinant of payment. You may reconcile the data in the Partner dashboard to our payment and must bring to our attention any discrepancies within 30 days after the last day of the month in which there is a discrepancy.

e) Reconciliation. We have 90 days after each payment to you to make reconciliation adjustments, such as in respect of sessions that were cancelled but as to which we have remitted payment. We may credit overpayments against any other payments due to you hereunder. In addition, you agree to provide us reasonable access during business hours to your books and records to confirm that our payments to you hereunder are correct.

f) Banking Authorization. You authorize us to initiate ACH credit transaction entries to your Bank Account. You hereby acknowledge that our origination of all ACH transactions to your Bank Account must comply with provisions of applicable law. Please note that ACH payments may take up to five (5) business days to become available in your Bank Account after processing.

g) Fraud. In no event will Partner be entitled to earn payments for (and if paid, Krew will be entitled to reimbursement for) standard reservations, Digital Content reservations, user purchases, or for anything else in cases of Partner’s fraud, bad faith, or other misconduct (including for reservations booked using a Krew free or discounted trial by any Person Partner inappropriately encouraged or incentivized or by Partner’s employees, staff, contractors, agents, family members, or friends, or otherwise made illegitimately in connection with fraud, bad faith, or in violation of Krew’ user terms) in Krew’ determination.

3. MEMBER VISITS; FEES PAYABLE BY MEMBERS.

Except as provided in the next sentence, you agree not to charge Krew members for any fees associated with attending sessions and services booked through our Website or by Krew other than the main fee incurred by members in booking One-Off sessions, Packages or Memberships. The only charges besides the main charge which you may assess our members in connection with sessions and services booked through our Website or by Krew are equipment use or rental fees, and then only if such fees expressly have been disclosed to Krew in advance in writing not less than seven (7) days prior to the member’s reservation. Partner may not charge Krew members any fee that is not being charged to Partner’s existing and regular clients. We reserve the right to credit our members for any fees improperly assessed against them and then to apply such credits against payments otherwise due to you hereunder. In addition, Krew has no responsibility for any payments that may be due to you from our members.

4. TAXES.

You are solely responsible for collecting and remitting to the relevant tax authorities any applicable taxes (including VAT) related to the transactions herein.

5. PERSONAL DATA.

Definitions. As used herein, the following terms shall have the following meanings:

  1. "Controller," "Processor," "Data Subject," "Personal Data," and "Processing" (and "Process") shall have the meanings given in EU Data Protection Law.

  2. "Applicable Data Protection Law" means all worldwide data protection and privacy laws and regulations applicable to the Personal Data in question, including, where applicable, EU Data Protection Law.

  3. "EU Data Protection Law" means (i) prior to 25 May 2018, Directive 95/46/EC of the European Parliament and of the Council on the protection of individuals with regard to the Processing of Personal Data and on the free movement of such data (the "Directive"); (ii) on and after 25 May 2018, Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the Processing of Personal Data and on the free movement of such data (General Data Protection Regulation) (the "GDPR"); (iii) the EU e-Privacy Directive (Directive 2002/58/EC); and (iv) any and all applicable national data protection laws made under or pursuant to (i), (ii) or (iii); in each case as may be amended or superseded from time to time.

  4. Customer Data” means any data relating to a former, current, or potential Krew customer, or any information that may be derived from such data, including but not limited to the customer’s name, home, business or other physical address, email address, phone number, birthdate, information about session participation, customer tendencies, and financial transaction data.

Use of Customer Data: If Krew discloses (or has disclosed) any Customer Data to you (or you otherwise have gained access to such Customer Data in connection with Krew), you may only Process such Customer Data as necessary for the purpose of booking reservations strictly in accordance with any documented instructions of Krew (“Permitted Purpose”). You shall not Process any Customer Data that Krew sends you for any other purpose, including but not limited to marketing or sending communications via mail or email. In order to use Customer Data for any purpose other than the Permitted Purpose, you must collect it directly from the customers in a manner that complies with Applicable Data Protection Law. You are solely and exclusively responsible for ensuring that your independent collection and Processing of Customer Data complies with all requirements of Applicable Data Protection Law.

Relationship of the parties: The parties acknowledge that each party is a Controller of the Personal Data it discloses to the other or otherwise provides access to the other directly or indirectly, and that each party will Process such Personal Data as a separate and independent Controller strictly for the permitted purposes described herein. In no event will the parties process the Data as joint Controllers.

Compliance with Law: Each party shall be individually and separately responsible for complying with the obligations that apply to it as a Controller under Applicable Data Protection Law.

Security: You shall implement technical and organisational measures to protect the Customer Data from unauthorized access, disclosure, loss, alteration, and accidental or unlawful destruction (a “Security Incident”). Such measures shall reflect the state of the art, the costs of implementation, and the nature, scope, context, and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons.

Third Parties: You may, at your election, appoint third party Processors to Process the Customer Data for the Permitted Purpose, provided that you remain fully liable for any breach of this Section 5 or Applicable Data Protection Law that is caused by an act or omission of such third party Processor, and you ensure that such third party Processors (including but not limited to your staff, agents and subcontractors): (a) agree in writing to process the Customer Data solely in accordance with your documented instructions and for the Permitted Purpose; (b) implement appropriate technical and organisational security measures to protect the Customer Data against a Security Incident; (c) provide sufficient guarantees that they will process the Customer Data in a manner that will meet the requirements of Applicable Data Protection Law, including agreeing to the same restrictions that are applicable to you under this Section 5; and (d) agree to comply with a strict duty of confidentiality.

Unauthorized Access or Security Incidents: Upon becoming aware of any actual or suspected unauthorized access or use of or a Security Incident relating to Customer Data or other Krew confidential information, you shall inform Krew immediately, take all such measures and actions as are necessary to remedy or mitigate the effects of the unauthorized access or use or Security Incident, take all actions necessary to comply with Applicable Data Protection Law, and keep Krew informed of all developments in connection with the unauthorized access or use or the Security Incident. You agree to cooperate with any independent investigation by Krew, assist in mitigating damages, and bear all expenses that Krew incurs to comply with applicable laws arising from any unauthorized access to or use of Krew Customer Data or other confidential information by you or any of your employees, agents, or subcontractors.

Data Subject Requests: In the event of a correspondence, enquiry or complaint from a data subject including its rights of access, correction, objection, erasure and/or data portability, as applicable), regulator or other third party ("Correspondence"), each party shall respond in a manner compliant with its respective obligations under Applicable Data Protection Law.

International transfers: You shall neither Process any Customer Data nor permit any Customer Data to be Processed in a territory outside of the European Economic Area ("EEA") unless you have taken such measures as are necessary to ensure the transfer is in compliance with Applicable Data Protection Law. Such measures may include (without limitation) transferring the Data to a recipient in a country that the European Commission has decided provides adequate protection for Personal Data, to a recipient that has achieved binding corporate rules authorisation in accordance with Applicable Data Protection Law to a recipient in the United States that maintains a valid and up-to-date EU-US Privacy Shield certification, or to a recipient that has executed standard contractual clauses adopted or approved by the European Commission.

Survival: This Section 5 shall survive termination or expiry of the Venue Agreement. Upon termination or expiry of the Agreement, you may continue to Process the Personal Data solely for the Permitted Purpose provided that such Processing complies with the requirements of this Section 5 and Applicable Data Protection Law.

Breach or Security Incident: In the event of a Security Incident or any other breach of your obligations hereunder or under Applicable Law, you must promptly take all necessary steps to remedy the issue, Krew shall have the immediate right to terminate the Venue Agreement or suspend your participation in the Krew network, and you shall be responsible for any damages, costs, or fines arising out of or in connection with the issue.

Other Data. If you provide us, directly or indirectly, with any data or access to data, including but not limited to Personal Data, such as data about your customers, instructors, employees and staff, or any third parties, you will only provide such access if you have taken all steps necessary under Applicable Data Protection Law (including but not limited to providing them with all necessary privacy disclosures and obtaining any applicable consents) to share such data with us, and for us to Process such data in connection with our business in an ongoing manner as an independent Controller, including via international transfers, including but not limited to the United States. Among other things, you agree to provide compliant privacy notices to all customers that reserve your sessions or use your services, and to comply with such notices.

Further Documentation and Cooperation. You agree to execute any additional documentation and take any other further action that is or may become necessary to comply with Applicable Data Protection Law. You further agree to reasonably cooperate with Krew in this regard if Krew seeks your assistance.

6. TERM AND TERMINATION.

This Agreement will have an initial term of one year and will automatically renew for additional one‐year terms until such time as this Agreement is terminated in accordance with the Terms. Partner may terminate this Agreement for any reason upon 90 days advance notice. Krew may terminate this Agreement for any reason upon 30 days advance notice. During the period between the notice of termination and the effective date of termination, Partner (1) shall maintain, and not restrict, Krew access to Partner’s reservation software and (2) shall not reduce the percentage of its inventory made available to Krew by more than 50%. In addition, Krew may terminate this Agreement or suspend your participation in the Krew network if you breach this Agreement or due to quality issues. Sections 2(c), 2(d), 2(e), 3, 4, 5, 7, 10, 11, 12, 13, 14 and this Section 6 will continue in full force and effect after any termination of this Agreement.

7. INTELLECTUAL PROPERTY RIGHTS

Partner IP. During the term of this Agreement, and solely in connection with our promotion of your goods and services and Krew, you grant Krew a non-exclusive, worldwide, royalty free, paid‐up, transferable and sub-licensable license and right to use, modify, reproduce, sublicense, publicly display, distribute, broadcast, transmit, stream, publish and publicly perform Partner IP and 3rd Party IP, in each case in all media or formats now known or hereinafter developed (the “License”). While Krew’ use of the Partner IP or 3rd Party IP as contemplated by this License shall be within our discretion, you expressly retain the right to request that we use Partner IP or 3rd Party IP pursuant to any written guidelines that you provide to us. After any termination of this Agreement, we will use commercially reasonable efforts to remove Partner IP and 3rd Party IP from our Website and other marketing materials; however, we will be authorized to maintain Partner IP and 3rd Party IP to the extent reflected in blog entries, cached pages or in marketing materials where more than one Partner is referenced or which otherwise would not be commercially feasible for Krew to remove and/or modify.

Krew IP. During the term of this Agreement, you may use the Krew name, logo and other Krew IP specified by us in writing in select locations (e.g., on Partner’s website, at check in) solely in accordance with any marketing guidelines that we provide to you and subject to our right to withdraw or limit such permission at any time. Without our express written authorization (from an executive officer), you shall not otherwise use Krew IP for any purpose. You agree not to disparage or otherwise denigrate Krew and not to promote a competitive offering.

All rights to Partner IP and 3rd Party IP not expressly granted in this Agreement to us are reserved by you, and all rights to Krew IP not expressly granted in this Agreement to you are reserved by us.

You shall not prepare any derivative work based on the Krew IP or translate, reverse engineer, decompile or disassemble the Krew IP. You acknowledge and agree that, as between the parties, Krew owns all interest in and to Krew IP. You further agree not to take any action to challenge or object to the validity of Krew’s rights in the Krew IP or Krew’ ownership or registration thereof.

If you provide us with Feedback, you irrevocably assign and agree to assign to Krew and its affiliates all right, title, and interest in and to any intellectual property rights associated with such Feedback. You agree to provide Krew such assistance as Krew may reasonably require to document, perfect, or maintain Krew’s rights in and to the Feedback.

Krew shall have no liability to you, your employees, contractors, agents and its or their affiliates in respect of any reviews or comments posted by our members on our Website or otherwise.

Definitions. As used in this Agreement, “Krew IP” means any intellectual property associated with our Website, Customer Data, Krew trade names, logos, trademarks, domain names, social media identifiers, all data collected through or from our Website, all audiovisual content, video or audio recordings, photographs, graphics, artwork, text or any other content created by Krew or at Krew’ direction, or assigned to Krew, and any materials, software, technology or tools used or provided by Krew to promote the goods and services and conduct its business in connection therewith;

Feedback” means feedback, suggestions, reviews, modifications, data, images, text, or other information or content about our products or services or otherwise in connection with this Agreement, any Krew IP, or your participation in this Agreement;

Partner IP” means Partner’s name, logos, trademarks, service marks, domain names, and any audiovisual content, video or recordings, photographs, graphics, artwork, text and any other content provided, specified, recommended, directed, authorized or approved for use by Partner including Digital Content (as defined below) and Feedback; and “3rd Party IP” means any third party’s name, logos, trademarks, service marks, domain names, audiovisual recordings, video or recordings, photographs, graphics, artwork, text and any other content provided, specified, recommended, directed, authorized or approved for use by Partner.

8. REPRESENTATIONS.

You represent and warrant that:

you have the right, power and authority to enter into this Agreement;

you are registered, to the extent required by applicable law, with appropriate tax authorities in all jurisdictions where the goods and/or services you make available to the Krew platform will be provided;

you own all interest in and to the Partner IP and Feedback and have the right to grant us the License;

the Partner IP, 3rd Party IP and your goods and services (including the goods/services you make available to the Krew platform) do not include any material that gives rise to civil liability or otherwise violates any law;

you and your employees, contractors, service providers and agents have had proper education and training and hold all required and up-to-date regulatory authorizations, licenses and certifications relating to any goods or services described in this Agreement;

you comply with all laws and regulations applicable to your business (including business licenses, insurance documents, etc.); and

your business information and Bank Account as provided pursuant to this Agreement are accurate and you are the authorized person to receive the funds sent by Krew.

9. INSURANCE.

During the term of this Agreement and for a period of one year thereafter, you shall maintain in force, with a reputable insurance company, professional indemnity insurance and public liability insurance each in an amount not less than to cover the liabilities that may arise under or in connection with this Agreement (which in no event shall provide less than £2,000,000 or equivalent currency in coverage per policy) and shall, on Krew' request, produce both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance or otherwise provide satisfactory evidence of insurance pursuant to a customary “to whom it may concern letter” from your licensed insurance broker.

10. REMEDIES.

We agree to hold you harmless for any breach by us of our obligations under this Agreement. You are solely responsible for, and to the maximum extent allowed under applicable law, shall indemnify, release, defend and hold Krew, its affiliated and related entities, and any of its respective officers, directors, agents and employees (the “Indemnified Parties”), harmless from and against any Losses arising out of or relating to any of the following: (a) any breach by you of this Agreement, or of your representations and warranties hereunder (including, without limitation, in respect of any misuse of Customer Data); (b) your value added or similar tax obligations arising in connection with this Agreement; (c) any claims against the Indemnified Parties out of or relating to goods and services provided by Partner or any of its affiliates, or as to any of its or their facilities, including but not limited to, any claims for false advertising, and (d) any claims liabilities or losses incurred by any Indemnified Party resulting from death or personal injury howsoever caused to a Krew member or any guest of a Krew member, or any loss of or damage to property in the possession of a Krew member or their guests whilst the Krew member or guest is at your Venue (which for this purpose includes any external parts of your Venue, such as car parks) . We maintain the right to control our own defense and to choose and appoint our own defense counsel, regardless of the presence or absence of a conflict of interest between the parties. Your duty to indemnify us and hold us harmless includes the duty to pay our reasonable defense fees and costs on a full indemnity basis. In addition to any other rights or remedies set forth herein, we may offset any amounts due or payable by you pursuant to this Agreement against any amounts due or payable by us pursuant to this Agreement.

11. CONFIDENTIALITY.

You agree not to disclose the terms described in this Agreement or any non-public information that we may share with you from time to time (such as business or product development plans) to any party (other than your employees, parent entity, shareholders, attorneys and accountants on a strict need-to-know basis, provided that you have taken reasonable precautions to preserve the confidentiality of the information made available to such parties). In the event of a breach of Section 5 or this Section 11, we will be entitled to injunctive relief and specific performance, and any other relief allowed under applicable law (including monetary damages, if appropriate) without any requirement to post a bond. Krew confidential information includes data, reports and other information we may provide to you from time to time about the fitness industry, your location(s), sessions and/or other services. Such information is provided for informational purposes only.

12. LIMITATION OF LIABILITY.

AS FAR AS IS PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT SHALL KREW BE LIABLE OR OBLIGATED TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGES. IN ADDITION, AS FAR AS IS PERMISSIBLE UNDER APPLICABLE LAW, KREW SHALL HAVE NO LIABILITY TO YOU IN CONNECTION WITH ANY ACTS OR OMISSIONS OF ITS MEMBERS, THEIR GUESTS OR ANY OTHER THIRD PARTIES. EXCEPT IN RESPECT OF AN INTENTIONAL VIOLATION BY US OF OUR OBLIGATIONS UNDER SECTION 7 OR FOR OUR INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, KREW’ SOLE AND COMPLETE LIABILITY TO VENUE FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT IS LIMITED TO PAYMENT OF THE UNPAID FEES DUE TO VENUE PURSUANT TO SECTION 2. THIS LIMITATION OF LIABILITY APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY.

13. DIGITAL

Digital Content. Krew may enable partners to make livestream and/or pre-recorded audio, video, and/or other digital content (collectively, “Digital Content”) available through the Website or other platforms. You grant Krew and its affiliates all rights needed to use the Digital Content and associated intellectual property (including to modify, reproduce, publicly display, distribute, broadcast, transmit, stream, publish, publicly perform, record, transfer, and sublicense it) worldwide in all applicable media and formats currently existing or hereinafter developed (including Krew’ platform and applicable third parties’ streaming, conferencing, and hosting services).

Representations. You represent, warrant, and covenant that (i) you have and will maintain all rights needed from all applicable third parties, including streaming and conferencing services, Digital Content rightsholders and contributors, such as photographers, videographers, instructors, and actors, and owners of musical compositions and sound recordings, for you, Krew, and applicable third parties to lawfully use the Digital Content; (ii) no action or payment is or will be needed from Krew to lawfully use the Digital Content; (iii) your Digital Content does not and will not contain any material that is illegal, hateful, obscene, unsafe, harmful, or otherwise inappropriate; and (iv) you will take measures needed to respect users’ privacy and rights, including adequately explaining the default settings of any streaming or conferencing system you use. You agree to indemnify, defend, and hold harmless Krew and its officers, directors, employees, and affiliates from and against and Losses arising out of or relating to the Digital Content (and Krew’ use or nonuse thereof) or Partner’s breach of this Section (Digital).

Payments for Digital. For each legitimate and bona fide livestream Digital Content session that a Krew user purchases to reserve or reserves using credits through the Website and successfully attended, you’ll earn the rate applicable to the livestream Digital Content for the applicable time period reflected in Krew’ systems (such as the Partner dashboard), unless we agree otherwise in writing. The rate must not be higher than Partner’s direct rate for the offering, and Krew is entitled to reimbursement if Krew pays a higher rate. Notwithstanding any language to the contrary herein or in your Partner Agreement, unless we otherwise agree in writing:
i. no payment for Digital Content will be earned (and if paid, Krew will be entitled to reimbursement) for reservations that are, in Krew’ determination: (1) not attended; (2) booked illegitimately (including using a Krew free or discounted trial by any Person you inappropriately encouraged or incentivized or by your employees, staff, contractors, agents, family members, or friends, or otherwise booked illegitimately or in connection with fraud, bad faith, or in violation of Krew’ user terms); or (3) for non-livestream content (such as pre-recorded content); and
ii. the definition of Qualifying Classes above (and the rates and payment schedule applicable to Qualifying Classes) do not apply to Digital Content.

Miscellaneous. If a user reserves a Digital Content spot through Krew during the term of your Partner Agreement, you agree to fulfill it. Krew will determine the categorization, placement, layout and presentation of the Digital Content. Partner agrees to comply with Krew’ guidelines (e.g., regarding formatting) in order to facilitate featuring the Digital Content. Krew is not obligated to use or store all or any portion of Digital Content. Nothing in this Section (Digital) limits Krew’ rights under other sections of the Terms. Notwithstanding any language to the contrary herein or in any other agreement between Krew and Partner, no single reservation will warrant two payments (so for example, if Partner sells livestream session packs through Krew, Partner would not earn payments for both the pack as a whole and the single reservations), and all revenue that Partner earns or receives (or has earned or received) from Krew (from Digital Content and/or any other offerings) will count towards any revenue guarantees, and will be recoupable in connection with any prepayments, that Krew makes or has made to Partner.

14. MISCELLANEOUS.

Relationship of the Parties. Krew and Partner are independent contractors. Nothing in this Agreement shall be construed as creating a joint venture, partnership, franchise, or an agency relationship between the parties and neither party has the authority, without the other party's prior written approval, to bind or commit the other in any way.

Entire Agreement; Amendments.This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. Krew may amend the Agreement (including the Partner Agreement and/or the Terms) at any time without advance notice or consent. The most recent version of the Terms will be available in the Partner dashboard. Partner agrees that this notification method constitutes adequate notice to inform Partner of any amendments to the Agreement and Partner further agrees to be bound by any such amendments immediately upon such notification, or in accordance with such other time frame that may be communicated by Krew. If this Agreement is terminated promptly upon such notification because Partner does not agree to a material change in a material term of the Agreement then Krew will continue to honor the terms in effect prior to such amendment for the duration of the applicable termination period. This Agreement may not otherwise be amended or modified except by mutual agreement of authorized representatives of the parties in writing.

Assignment.You will not transfer or assign your rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of an authorized signatory of Krew. We are authorized to transfer or assign this Agreement to a present or future affiliate or pursuant to a merger, consolidation, reorganization or sale of all or substantially all of the assets or business, or by operation of law, without the requirement for prior notice to, or consent from, Venue or to terminate this Agreement in the event of any of the foregoing. On request from Krew, you will promptly enter into such documents as are reasonably required to give effect to Krew' transfer rights under this Section 13(c).

Severability.If any provision (or part of any provision) of this Agreement should be held to be illegal, invalid or unenforceable in any respect at any time: (a) it will not affect or impair the legality, validity or enforceability of any other provision of this Agreement; and (b) that provision (or part provision), will be deemed deleted.

NO REPRESENTATIONS.

EACH PARTY ACKNOWLEDGES AND REPRESENTS TO THE OTHER THAT IT HAS NOT RELIED ON, OR BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, ANY REPRESENTATION MADE BY ANY PERSON (WHETHER OR NOT A PARTY TO THIS AGREEMENT) WHICH IS NOT EXPRESSLY SET OUT IN THIS AGREEMENT. KREW DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES OFFERED ON OR THROUGH THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY VENUE OFFERING WILL RESULT IN ANY REVENUE OR PROFIT FOR VENUE. IN THIS SECTION 13(e), “REPRESENTATION” MEANS REPRESENTATION, STATEMENT, ASSURANCE, WARRANTY, UNDERTAKING OR COMMITMENT (WHETHER CONTRACTUAL OR OTHERWISE) MADE OR GIVEN BEFORE THE START DATE.

Governing Law; Jurisdiction; Waiver. This Agreement shall be governed by the law of England and Wales, without regard to its conflict or choice of law principles. You hereby waive any right to a jury trial and agree that any proceedings will be conducted only on an individual basis and not in a session, consolidated, or representative action.

Notices.Except as explicitly stated otherwise, legal notices will be served, with respect to Krew, at Krew Live Ltd., The Barn, 13-17 Margett Street, Cottenham, Cambridge. CB24 8QY, Attention: Legal Department, and, with respect to you, at either the email address or the postal mailing set out in the Venue Agreement. Notice will be deemed given: (1) if delivered by email, upon transmission unless the Company receives a failure notice, (2) upon receipt, in the case of deliveries by hand; (3) on the second (2nd) business day (in the place of receipt), after it was posted, where posting and receipt are in the same country; and (4) on the 5th business day (in the place of receipt), after posting, if sent by pre-paid airmail (or other international mail).

Headings, Captions & Definitions.The headings and captions in this Agreement are for convenience of reference only and shall in no way modify, or affect the meaning or construction of, any of the terms or provisions hereof. The terms defined herein shall apply equally to both the singular and plural forms and to the correlative forms of such terms. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. “Person” (whether or not capitalized) means any natural person, corporation, company, partnership, limited liability company, joint venture, trust, association, sole proprietorship or other entity. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. “Losses” means claims, investigations, damages, losses or expenses (including reasonable attorney’s fees). The word “or” is not exclusive. All references to “days” shall be to calendar days and all references to “months” shall be to calendar months, unless otherwise specified.

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