Terms and Conditions

SHIPPING

Our company ships through USPS.

International shipping

We happily support and love our international customers.

We ship all International products through USPS

Mango Tango Entertainment is not responsible for duty or brokerage fees for international shipping.

These charges come from your country during importation of your package.

Cost calculations

We do our best to apply fair shipping costs to each order. Shipping costs are calculated automatically during checkout.

RETURNS

Unfortunately, we can’t offer you a refunds or exchanges on Band Merchandise unless the product arrives defective.

To complete your return, we require a receipt or proof of purchase.

Refunds

We offer a 30 day full refund (minus processing fees) policy on all subscriptions. Please send us an email notifying us of the reason for the refund at: admin@mangotangoentertainment.com

If you are approved, then your refund will be processed, and a credit will automatically be applied to your credit card or original method of payment, within a 14 business day period.

Late or missing refunds

If you haven’t received a refund yet, first check your bank account again.

Then contact your credit card company, it may take some time before your refund is officially posted.

Next contact your bank. There is often some processing time before a refund is posted.

If you’ve done all of this and you still have not received your refund yet, please contact us at mangotangoentertainment@gmail.com

Sale items

Only regular priced items may be refunded, unfortunately sale items cannot be refunded.

TERMS AND CONDITIONS FOR BANDS AND VENUE BOOKING AGREEMENTS 

  1. NO RESCHEDULING. A Performance may not be rescheduled under the same Performance Booking Agreement. Any rescheduling requires a new Performance Booking Agreement, at Agent’s and Artist’s then-current rates, plus a rescheduling fee to Agent of thirty percent (30%) of the original Performance Contract Price.
  2. ASSURANCES. Artist’s remedies for any failure by Venue are exclusively against Venue and not Agent.
    1. If a Performance is an outdoor event, Venue is obligated to pay Artist in the event of weather-necessitated cancelation.
    2. If the Performance Booking Agreement indicates certain amenities to be provided to Artist, such as, for example, food, drink, production assistance, parking, etc., Venue shall be obligated to provide same.
    3. The Artist Fee is not negotiable the day of the Performance unless the Artist fails to appear. Venue is required to pay the Artist Fee in full for the Performance if Artist shows up prepared to perform.
    4. Venue is required to allow Artist and its production tech to access the staging, equipment, and changing/makeup areas at least 240 minutes prior to Performance start time, and provide staging area of at least 18 ft wide by 12 ft deep; grounded electrical outlets near staging area shall be provided for quality sound and lighting; a minimum of two 15 amp circuits (circuits, not outlets) or a single 50 amp 220/208 v circuit with a NEMA 14-50R receptacle for safe production.
    5. Artist is not responsible for making up time if access is not granted timely and/or the staging area is not cleared and ready on time for band or tech set-up.
  3. CANCELATION OF PERFORMANCE; REFUNDS. The Parties acknowledge and agree to the following cancelation policy, which time frames shall be prorated accordingly for performances scheduled sooner than 90 days:
    1. Under no circumstances is the Agent’s Fee refundable, as Agent’s duties are complete upon the execution of each Performance Booking Agreement, and Agent shall not be liable to any party for any default of Venue or Artist.
    2. If the Venue cancels within 90 days of the Performance Date, Venue will receive a refund of the Artist Deposit paid to Agent, and Venue will not be responsible to Artist for any payment.
    3. If the Venue cancels within 21 days of the Performance Date, Agent will remit the Artist Deposit to the Artist, and the Venue will not be responsible to Artist for any remaining payment.
    4. If the Venue cancels within 5 days of the Performance Date, Agent will remit the Artist Deposit to Artist, and Venue is obligated to pay the Artist Balance to the Artist on or before the original Performance Date.
    5. If the Artist cancels or fails to perform on the Performance Date, and the cancelation or non-performance is not the fault of Venue, Agent will refund the Artist Deposit to Venue, and the Venue will not be responsible to Artist for any payment.
  4. PERFORMANCE CONTRACT PRICE. The Contract Price to be paid by Venue on a Performance Booking is the total of the Agent’s Fee and the Artist’s Fee. For nonsubscriber venues, the Agent’s Fee shall consist of eighteen percent (18%) of the Contract Price, and the Artist’s Fee shall consist of eighty-two percent (82%) of the Contract Price. For Subscribers, the Agent’s Fee shall consist of 10% of the Contract Price, and the Artist’s Fee shall consist of ninety percent (90%) of the Contract Price.
  5. DEPOSIT. Venue shall indicate Artist name, Performance Name, and Performance Date on or with all deposit payments. For each Performance Booking, a Venue shall pay a Deposit equal to 100% of the Agent’s Fee and 20% of the Artist’s Fee (such 20% shall be referred to herein as the “Artist Deposit”) within ten (10) days of each signed Performance Booking Agreement, or at the time of Venue signing if a performance is scheduled sooner than 10 days out.
  6. BALANCE. Venue shall pay balance of the Contract Price to the Artist (“Artist Balance”) immediately upon completion of the Performance, in cash or other payment method accepted by Artist. Agent will remit the portion of the deposit due to the Artist within ten (10) days of the Performance. Artist acknowledges that 20% of Artist’s Fee will be part of the deposit paid by Venue to Agent (the “Artist Deposit”). Agent will release the Artist Deposit to Artist within two (2) business days after the Performance. Artist acknowledges and agrees that Venue is solely responsible for paying Artist the remaining balance of Artist’s Fee on the date of Performance, and Agent is not responsible for any failure by Venue to pay. Artist’s sole recourse in such instance will be against Venue
  7. PRICING FIRM.
  1. Agent’s Fee is non-refundable, as Agent is deemed to have performed its obligations upon the execution of each respective Performance Booking Agreement.
  2. ARTIST’S FEE IS NOT NEGOTIABLE THE DAY OF THE PERFORMANCE UNLESS ARTIST FAILS TO APPEAR (e.g. if fewer band members show up, but they play, Venue shall still pay the full Artist Fee).
  3. If a Performance is an outdoor event, Artist shall be paid in full in the event of weather-necessitated cancelation.
  1. CREDIT CARDS. Agent may require use of credit card payment for any and all payments and fees due to Agent under this Agreement. By signing this Agreement, Venue hereby expressly consents to Agent’s keeping Venue’s credit card on file and Venue expressly grants its consent for such card to be charged for all amounts due and owing pursuant to this Agreement. VENUE IS HEREBY NOTIFIED, ACKNOWLEDGES, AND UNDERSTANDS THAT EXCEPT WHERE OR AS PROHIBITED BY LAW, VENUE WILL BE CHARGED ANY CREDIT CARD MERCHANT FEES CHARGED BY THE CREDIT CARD MERCHANT SERVICES PROVIDER.
  2. INDEPENDENT PERFORMANCES. If Artist is rebooked at the same location or another event or location owned/controlled by Venue (or owned/controlled by any of Venue’s owners, members, officers, directors, or shareholders) between the date of this Agreement and a Performance Date booked with Agent, or within 367 days after completion of a Performance booked through Agent, but the new or rebooked performance is arranged without the engagement of Mango Tango Entertainment LLC (an “Independent Performance”), the Venue and the Artist shall each be jointly and severally liable for the total of the following commission payments to Mango Tango Entertainment, LLC:
    1. the Venue shall be liable for commission payment to Mango Tango Entertainment, LLC, in an amount equal to the greater of fifteen percent (15%) of the Artist’s fee paid by Venue for each such Independent Performance, or $500. If Agent has a credit/debit card on file, Venue expressly consents to Agent’s charging this amount to the card. Otherwise, Agent can invoice Venue for the commission, and Venue shall pay Agent the invoiced amount within ten (10) days of receipt of the invoice. Any late payments shall be subject to interest at the greater of (a) the highest rate allowed by law, or five percent (5%) monthly; and
    2. the Artist shall be liable for commission payment to Mango Tango Entertainment, LLC, in an amount equal to the greater of fifteen percent (15%) of the Artist’s fee paid by Venue for each such Independent Performance, or $500. Agent may invoice Artist for the commission, and Artist shall pay Agent the invoiced amount within ten (10) days of receipt of the invoice. Any late payments shall be subject to interest at the greater of (a) the highest rate allowed by law, or five percent (5%) monthly.
  3. PROMOTIONAL OBLIGATIONS.
  1. Venue shall provide a minimum of two (2) social media posts regarding the Performance and promoting the Artist, on each of Venue’s social media accounts, within the fourteen (14) days leading up to the Performance, and allowing at least 24 hours between posts (e.g., post, video, sharing of Artist page, etc. Limited 24 hr posts such as reels, stories, etc., will not count toward the required promotional posts. Agent has no promotional obligations. Venue’s promotional obligations are waived for private events. For each violation of this section, Venue shall owe $50 to Agent and $50 to Artist.
  2. Artist shall provide a minimum of two (2) social media posts regarding the Performance and promoting the Venue, on each of Artist’s social media accounts, within the fourteen (14) days leading up to the Performance, and allowing at least 24 hours between posts (e.g., post, video, sharing of Venue’s page, etc). Limited 24 hr posts such as reels, stories, etc., will not count toward the required promotional posts. Agent has no promotional obligations. Artist’s promotional obligations are waived for private events. For each violation of this section, Artist shall owe $50 to Agent and $50 to Venue.
  1. ARTIST TEAM ACCESS. Artists and production tech shall be allowed access to staging, equipment, and changing/makeup areas at least 240 minutes prior to Performance start time. Staging area of at least 18 ft wide by 12 ft deep will be provided for the band. Grounded electrical outlets near staging area shall be provided for quality sound and lighting. A minimum of two 15 amp circuits (circuits, not outlets) or a single 50 amp 220/208 v circuit with a NEMA 14-50R receptacle are required for a safe production. It is not feasible for Artist to begin set-up until the performance area is cleared by Venue staff. Venue acknowledges and agrees the Artist is not responsible for making up time if access is not granted timely and/or the staging area is not cleared and ready on time for band or tech set-up. For each violation of this section, Venue shall owe $50 to Agent and $50 to Artist, in addition to the full Artist Balance, whether or not Artist is able to perform (safely, and without equipment damage).
  2. CUMULATIVE VIOLATIONS. For the avoidance of doubt, chargeable violations of Sections 9, 10, and 11 shall be cumulative. For example only, and without limitation, if an Artist or their team is not allowed access until one hour prior to Performance time, and stated food is not provided, and the stage does not meet the minimum size requirement, three chargeable violations have occurred.
  3. PROMOTIONAL FOOTAGE LICENSE.
  1. Venue hereby grants, transfers, assigns, and otherwise conveys to Agent a perpetual, worldwide, royalty-free license to obtain, maintain, copy, display, publish, and otherwise use video, images, social media posts, and other publicity of the Venue, the Venue’s name, likeness, copyrights, trademarks, as they may appear in videos, images, social media posts, and other publicity of the Performance, however and from whoever obtained by Agent, for Agent’s own promotional, portfolio, and archival use (the “Venue License”). For the avoidance of doubt, and without limitation, the Venue License allows Agent to copy or download videos, images, social media posts, and other publicity of the Performance directly from Venue’s website, social media pages, or other sources where they may appear, without additional notice to or consent from Venue. Agent may sublicense, assign, or otherwise transfer or convey the Venue License in connection with a business sale, change of control, merger, or acquisition by or involving Agent.
  2. Artist hereby grants, transfers, assigns, and otherwise conveys to Agent a perpetual, worldwide, royalty-free license to obtain, maintain, copy, display, publish, and otherwise use video, images, social media posts, and other publicity of the Artist, the Artist’s name, likeness, copyrights, trademarks, and other intellectual property, as they may appear in videos, images, social media posts, and other publicity of the Performance, however and from whoever obtained by Agent, for Agent’s own promotional, portfolio, and archival use (the “Artist License”). For the avoidance of doubt, and without limitation, the Artist License allows Agent to copy or download videos, images, social media posts, and other publicity of the Performance directly from Artist’s website, social media pages, or other sources where they may appear, without additional notice to or consent from Artist. Agent may sublicense, assign, or otherwise transfer or convey the Artist License in connection with a business sale, change of control, merger, or acquisition by or involving Agent.
  1. RESTRICTIONS.
  1. Confidentiality. Except for the Term and existence of the Agreement, Venue and Artist shall keep the terms of this Agreement confidential, with particular importance on the confidentiality of pricing.
  2. Non-Solicitation. For a period of two (2) years following the later of (i) the termination of the last Subscription Term with respect to a Venue Subscriber or an Artist Subscriber, or (ii) the Performance Date of the last Performance Booking Agreement between the parties: Venue, Artist, and each of their respective (as applicable) owners, officers, members, shareholders, directors, and employees, shall not directly, or indirectly through another entity: (iii) induce or attempt to induce any employee, owner, officer, member, shareholder, director, or any client, customer, contracted Artist, vendor or supplier, affiliate, or other business relation of the Agent (each a “Business Relation”) to leave the employ of, or terminate its contract, affiliation, or business relationship with, the Agent, or in any way interfere with the relationship between the Agent or any of its Business Relations, (ii) hire, recruit, or seek any business affiliation with any Business Relation of Agent, within two years after such person ceased to be affiliated with the Agent, (iv) induce or attempt to induce any Business Relation of Agent to cease doing business with the Agent, or (v) otherwise interfere with, circumvent, or undermine any of the foregoing relationships.
  3. Non-Disparagement. It is expected, understood, acknowledged, and agreed by the parties that the parties and their employees and agents shall maintain professional decorum, even in the event of disagreement or dispute. As such, the parties, on behalf of themselves, their owners, officers, members, shareholders, and directors, agree they each will not, nor allow their employees or agents to, during the Term or thereafter disparage or encourage others to disparage the other party to this Agreement, or any past or present Business Relation, product, or service of the party. Each party has a duty to instruct its employees and agents regarding this provision. For purposes of this Agreement, the term “disparage” includes, without limitation:
  1. derogatory or inflammatory, opinionated or unsubstantiated, comments or statements to the press, on social media, to the party’s Business Relations or to the public, that would adversely affect in any manner:
    1. the conduct of any business of the other party or its Business Relations, (including, without limitation, any business plans or prospects), or
    2. the business reputation of the other party or its Business Relations.
  2. attempts at “doxing” the other party or a Business Relation (i.e. obtaining public or private information about the person/company and disseminating it in a manner intended to cause harm of any kind), or attempting to have a party or Business Relation “canceled” (i.e. to adversely influence public perception of the person/company to induce loss of job or business);
  3. Any similar behavior, regardless of terminology.

Nothing herein shall prohibit a party from making factual statements supported by evidence (e.g. the fact that an Artist cancels a Performance), but a party shall characterize such facts in a professional, non-inflammatory manner.

  1. INDEMNIFICATION.
  1. Venue hereby agrees and shall indemnify, defend, and hold Agent, Artist, and their respective (as applicable) officers, directors, members, shareholders, employees, contractors, agents, and advisors (each an “Indemnified Party,” collectively, “Indemnified Parties”) harmless from and against any and all losses, damages, claims, lawsuits, investigations, judgments, and other legal action arising out of or relating to (a) Venue’s engagement of Artist for the Performance, (b) any property damage, personal injury, or death occurring to any person at the Performance Location during or related to the Performance, setup or takedown of Performance equipment, (c) Agent’s exercise of the License rights or any other rights granted herein, or (d) Venue’s breach of this or any other agreement, negligence, violation of law or ordinance, violation of intellectual property rights, willful misconduct, or tortious act or omission (“Claims”), including without limitation any and all actual damages, statutory damages, consequential damages, or damages of any other kind for which an Indemnified Party is held liable or incurs via settlement of Claims, plus attorney’s fees for counsel of the Indemnified Party’s choosing, third party attorney’s fees for which an Indemnified Party is held liable or incurs via settlement of Claims, and all costs associated with the Indemnified Party’s defense of any such Claims at all levels of pre-litigation, litigation, settlement, trial, appeal, enforcement, and bankruptcy. Each Indemnified Party shall have the sole right and option to settle any Claims against it.
  2. Artist hereby agrees and shall indemnify, defend, and hold Agent, Venue, and each of their respective (as applicable) officers, directors, members, shareholders, employees, contractors, agents, and advisors (each an “Indemnified Party,” collectively, “Indemnified Parties”) harmless from and against any and all losses, damages, claims, lawsuits, investigations, judgments, and other legal action arising out of or relating to (a) Artist’s engagement of Venue for the Performance, (b) any property damage, personal injury, or death to any person occurring at the Performance Location during or related to the Performance, setup or takedown of Performance equipment, (c) Agent’s exercise of the License rights or any other rights granted herein, or (d) Artist’s breach of this or any other agreement, negligence, violation of law or ordinance, violation of intellectual property rights, willful misconduct, or tortious act or omission (“Claims”), including without limitation any and all actual damages, statutory damages, consequential damages, or damages of any other kind for which an Indemnified Party is held liable or incurs via settlement of Claims, plus attorney’s fees for counsel of the Indemnified Party’s choosing, third party attorney’s fees for which an Indemnified Party is held liable or incurs via settlement of Claims, and all costs associated with the Indemnified Party’s defense of any such Claims at all levels of pre-litigation, litigation, settlement, trial, appeal, enforcement, and bankruptcy. Each Indemnified Party shall have the sole right and option to settle any Claims against it.
  1. INSURANCE.
  1. Venue shall be responsible for its own commercial general liability insurance, worker’s compensation insurance as required by law, alcohol/liquor liability insurance, and any excess liability deemed appropriate or desirable by Venue in order to meet the foregoing Indemnification obligations.
  2. Artist shall be responsible for its own liability insurance, worker’s compensation insurance as required by law, and any excess liability deemed appropriate or desirable by Artist in order to meet the foregoing Indemnification obligations.
  1. LIMITATION OF LIABILITY.
    1. Notwithstanding anything else in this Agreement, any Agent liability hereunder shall be limited to the monies paid to Agent hereunder. Under no circumstances shall Agent be liable or responsible for Artist’s, Venue’s, or any third party’s breach of any agreement, negligence, violation of law or ordinance, violation of intellectual property rights, willful misconduct, or any such party’s tortious act or omission, nor shall Agent be responsible for any de minimis, special, or consequential damages. Without limiting the foregoing, ARTIST UNDERSTANDS, AGREES, AND ACKNOWLEDGES THAT ENTERTAINMENT PERFORMANCE HAS INHERENT RISKS OF PERSONAL INJURY, UP TO AND INCLUDING DEATH, AND THAT ARTIST ENGAGES IN THE PERFORMANCE AT ITS OWN RISK. ARTIST REPRESENTS AND WARRANTS THAT IT HAS NOT BEEN ADVISED BY ANY LEGAL, GOVERNMENTAL, ENGINEERING, MEDICAL, OR OTHER PROFESSIONAL THAT IT NOR ANY OF ITS SINGERS, BAND MEMBERS, TECH MEMBERS, ETC. SHOULD NOT ENGAGE IN SUCH ACTIVITIES AND THAT ARTIST IS RESPONSIBLE OBTAIN ANY AND ALL NECESSARY GOVERNMENT LICENSES AND PERMITS FOR THE PERFORMANCE AND SHALL ENSURE ALL ACTIVITIES ASSOCIATED WITH THE PERFORMANCE WILL BE CONDUCTED IN ACCORDANCE WITH ALL APPLICABLE LAWS, REGULATIONS, CODES, ORDINANCES, AND INDUSTRY SAFETY PROTOCOLS. ARTIST ACKNOWLEDGES AND AGREES THAT AGENT SHALL NOT BE RESPONSIBLE FOR ANY AND ALL PROPERTY DAMAGE, PERSONAL INJURY, OR DEATH CAUSED BY THE PERFORMANCE.
  • Notwithstanding anything else in this Agreement, any Agent liability hereunder shall be limited to the monies paid to Agent hereunder. Under no circumstances shall Agent be liable or responsible for Venue’s, Artist’s, or any third party’s breach of any agreement, negligence, violation of law or ordinance, violation of intellectual property rights, willful misconduct, or any such party’s tortious act or omission, nor shall Agent be responsible for any de minimis, special, or consequential damages. Without limiting the foregoing, VENUE UNDERSTANDS, AGREES, AND ACKNOWLEDGES THAT IT WILL HOST THE PERFORMANCE AND ARTIST AT ITS OWN RISK. VENUE REPRESENTS AND WARRANTS THAT IT HAS NOT BEEN ADVISED BY ANY LEGAL, GOVERNMENTAL, ENGINEERING, MEDICAL, OR OTHER PROFESSIONAL THAT IT SHOULD NOT HOST SUCH ACTIVITIES AND THAT VENUE WILL OBTAIN ALL NECESSARY GOVERNMENT LICENSES AND PERMITS FOR LEGAL OPERATION OF THE VENUE AND THE HOSTING OF THE PERFORMANCE AND SHALL ENSURE ALL ACTIVITIES ON, ABOUT, AND WITHIN ITS PREMISES WILL BE CONDUCTED IN ACCORDANCE WITH ALL APPLICABLE LAWS, REGULATIONS, CODES, ORDINANCES, AND INDUSTRY SAFETY PROTOCOLS.  
  1. NO EXCLUSIVITY. This Agreement is not exclusive to any party.
  2. FURTHER ASSURANCES. Each party agrees to sign any and all additional documents reasonably necessary to effect or perfect any term, provision, or the intent of this Agreement.
  3. RELATIONSHIP OF PARTIES. The parties to this Agreement are strictly independent contractors, and neither party shall make any representations or warranties to the contrary to any third party. Each party is responsible for any and all taxes of any kind levied against it during the course of, arising out of, or relating to this Agreement.
  4. AUTHORITY OF SIGNATORIES. The signatories below represent and warrant they are duly authorized to execute and enter into this Agreement, and if doing so on behalf of an entity, that such party is duly authorized to bind such entity to this Agreement.
  5. ASSIGNMENT. Venue or Artist may not assign this Agreement. Agent may transfer or assign this Agreement upon written notice to Venue and Artist.
  6. SEVERABILITY. It is not the intent of the parties to exceed the bounds of the law. If any term or provision of this Agreement is deemed unenforceable as written, it shall, if possible, be revised as closely as possible to the parties’ original intent in a manner consistent with the law, or else deleted if no legal revision is possible, and in any case the remainder of this Agreement shall remain in full force and effect, as closely as possible to the Agreement’s original intent.
  7. OPPORTUNITY OF COUNSEL. In the negotiation of this Agreement and the transactions contemplated hereby, each of the parties has been represented by legal counsel or had the opportunity to be represented by legal counsel and voluntarily waived such opportunity. No provision of this Agreement shall be construed against any party by reason of the extent to which such party or its legal counsel participated in the drafting hereof.
  8. CONSTRUCTION. In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.  Any reference to any federal, state, local, or foreign statute or law will be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. Unless the context requires otherwise, singular includes plural and vice versa and any gender includes every gender, and where any word or phrase is given a defined meaning, any other grammatical form of that word or phrase will have a corresponding meaning.  The word “including” will mean “including without limitation,” unless the context expressly states it is limiting.  The word “or” will be disjunctive but not exclusive, unless the context expressly indicates it is exclusive.
  9. GOVERNING LAW; JURISDICTION; VENUE. This Agreement shall be construed and interpreted according to the laws of the State of Wisconsin without reference to the rules of conflicts of law. The parties hereby consent to the venue and jurisdiction of the legal tribunals serving Winnebago County, Wisconsin, and each party hereby waives, to the fullest extent permitted by applicable law, any claim or defense that such courts constitute an inconvenient, prejudicial, or inappropriate forum.
  10. WAIVER OF JURY TRIAL. AS A MATERIAL INDUCEMENT FOR THIS AGREEMENT, EACH PARTY HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION RELATED TO, BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE TRANSACTIONS DESCRIBED OR CONTEMPLATED HEREBY, AND/OR ANY RELATIONSHIP, COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY INCLUDING, BUT NOT LIMITED TO, SUBSEQUENT ACTIONS TAKEN IN ENFORCEMENT OF ANY PARTY’S RIGHTS UNDER THIS AGREEMENT. THIS WAIVER IS KNOWINGLY, INTENTIONALLY AND VOLUNTARILY MADE BY EACH PARTY, AND EACH SUCH PARTY ACKNOWLEDGES THAT NONE OF THE OTHER PARTIES NOR ANY PERSON ACTING ON BEHALF OF ANY OTHER PARTY HAS MADE ANY REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT. EACH PARTY HEREBY FURTHER ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THE MEANING AND RAMIFICATIONS OF THIS WAIVER PROVISION, AND FURTHER HAS HAD THE OPPORTUNITY TO HAVE THE LEGAL COUNSEL OF ITS CHOOSING REVIEW THIS WAIVER AND THE ENTIRE AGREEMENT, OR ELSE HAS WAIVED SUCH OPPORTUNITY. IT IS THE PARTIES’ INTENTION THAT BY THIS WAIVER, ANY DISPUTE OF ANY NATURE WHATSOEVER, IN CONTRACT OR IN TORT OR OTHERWISE, OR IN ANY WAY WHATSOEVER RELATED TO BUSINESS BETWEEN THEM SHALL NOT BE TRIED BY A JURY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS AGREEMENT.
  11. ATTORNEY’S FEES. In the event of any dispute arising under this Agreement, whether or not a lawsuit or other proceeding is filed, and at all levels of pre-litigation, litigation, trial, appeal, enforcement, and bankruptcy (to the extent allowed), the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs, along with attorneys’ fees and costs incurred in litigating entitlement to attorneys’ fees and costs, as well as in determining or quantifying the amount of recoverable attorneys’ fees and costs. The reasonable costs to which the prevailing party is entitled shall include costs that are taxable under any applicable statute, rule, or guideline, as well as non-taxable costs, including, but not limited to, costs of investigation, court costs, copying costs, electronic discovery costs, telephone charges, mailing and delivery charges, information technology support charges, consultant and expert witness fees, travel expenses, court reporter fees, and mediator fees, regardless of whether such costs are otherwise taxable.
  12. LANGUAGE TRANSLATION. In the event of translation of this agreement into any other language, the English translation shall govern.
  13. CURRENCY. All costs, expenses, and payments shall be stated and paid in U.S. Dollars.
  14. WAIVER. Any waiver by a party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach hereof.
  15. SURVIVAL. All obligations relating to payment, confidentiality, indemnification, waiver of jury trial, prevailing party attorney fees, and any other term or provision of this Agreement which, for its full and intended effect and fulfillment, necessarily must survive the expiration or earlier termination of this Agreement, shall so survive.
  16. LEGAL COMPLIANCE; OFAC. Each party represents and warrants that it will abide by all the laws, regulations, ordinances, codes, and rules applicable to it and the conduct of its business, and further, without limiting the foregoing, each party represents and warrants that neither it nor any of its affiliates, owners, members, or shareholders (i) are listed on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Asset Control, Department of the Treasury (“OFAC”) pursuant to Executive Order number 13224, 66 Federal Register 49079 (September 25, 2001) (the “Order”); (ii) are listed on any other list of terrorists or terrorist organizations maintained pursuant to the Order, the rules and regulations of the OFAC or any other applicable requirements contained in any enabling legislation or other executive orders in respect of the Order (the Order and such other rules, regulations, legislation or orders are collectively in this section called the “Orders”); (iii) are or have engaged in activities prohibited in the Orders;  (iv) has been convicted, pleaded no lo contendere, indicted, arraigned or custodially detained on charges involving money laundering or predicate crimes to money laundering, or (v) is otherwise prohibited from doing business in the United States or with a United States entity.
  17. ENTIRE AGREEMENT. This Agreement, along with all signed Performance Booking Agreements and any  Subscription Agreements between any of the parties, revokes and supersedes all prior agreements, written and oral, and represents the entire agreement between the parties with respect to the subject matter hereof and shall not be subject to modification or amendment by an oral representation. This Agreement may only be amended by a writing executed and delivered by both parties hereto.
  18. EFFECTIVENESS OF AGREEMENT. This Agreement shall be of no force or effect against either party until both parties have signed it.
  19. COUNTERPARTS; ELECTRONIC SIGNATURES. This Agreement may be executed “online,” or otherwise in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.rightsignature.com, www.docusign.com) or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.