Eskew Studios Agreement
This Agreement (“Agreement”) is by and between Eskew Consulting, LLC, a Tennessee Limited Liability Corporation (referred to as “Eskew Studios”, “Consignee”, or “Lessor”, and hereby includes its officers, directors, shareholders and employees) whose headquarters address is 600 W. Iris Drive, Nashville, TN 37204 (the “Premises”), and you, the Customer (“Customer”, “Consignor”, “Company”, “Renter”, or “Lessee”).
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, accepted and agreed to, Customer and Eskew Studios, intending to be legally bound, agree to the terms set forth below:
1. Eskew Studios Space Rental
1.1. Miscellaneous. Eskew Studios is a community of businesses and professionals working, meeting, and/or conducting business in shared environment. Renter will use the shared space as defined in this Agreement and in a reasonable, professional manner, considering the needs of other businesses and individuals within Eskew Studios and agrees to make any payments due in accordance with the Eskew Studios Fee Schedule provided herein. All Renters must be at least 18 years of age or older. All minors must be accompanied by a parent or legal guardian at all times.
1.2. Reserving Space. Renter agrees and understands that access may not be available at all times due to schedule availability. To make a reservation Renter will have access to Eskew Studios public calendar at http://www.eskewstudios.com in order to view Time Block availability and schedule an appointment. After selecting an unreserved Time Block and paying Fees, Renter’s Time Block will be confirmed as successfully reserved (herein referred to as “Approved Space”) via electronic communication, such as email, or as otherwise provided by Eskew Studios website, iPhone or Android App, if provided, or directly from Eskew Studios personnel via telephone. The Eskew Studios public calendar will then be updated to reflect Renter’s Approved Space is no longer available to be reserved by other Renters.
1.3. Access. Access to the Approved Space is permitted only for the particular calendar date and block of time purchased and for which Fees are paid in full for by Renter and confirmed by Eskew Studios. Entry/Arrival; The business hours made available through the appointment booking component of the Eskew Studios website are made available for rental of Eskew Studios. Renter will have access to use the Eskew Studios facility and services at 600 W. Iris Drive, Nashville, TN 37204 within the back portion of the Premises as separated by the door that adjoins to the front portion of the Premises and specifically only for the exact amount of time (also referred to as a “Time Block”) confirmed by Renter’s reservation of Approved Space. Renter will be able to access the Approved Space exactly when the confirmed Time Block begins by Eskew Studios personnel or by any other electronic or automatic means made available to Renter by Eskew Studios. Departure; Renter must exit the Premises exactly at or before the end of the Time Block and must reset any Furnishings that were moved and must leave the Premises in the same condition the Premises were found by Renter upon Renter’s entry, including the removal of all foreign materials, and Renter must ensure the exit door is locked upon departure from the Premises.
1.4. Fee Schedule. Renter agrees to pay the price or Fees (“Fees”) per 4 hour Time Block in advance via electronic payment methods provided through the Eskew Studios website, iPhone, Android or other App, if provided. The Fees for the appointment are charged in full to your payment instrument when you schedule Time Blocks. Renter agrees to pay for all replacement cost for damages to Premises or Furnishings, removal or rearrangement of Furnishings, excessive use of supplies, or cleaning required if you did not leave the Premises in the condition it was upon your entry to the Premises. Renter understands, agrees and grants permission for Eskew Studios to charge fees, taxes and/or other necessary charges when attempting to make a reservation. In the event Eskew Studios is unable to collect charges against the credit or debit card Renter has provided, Eskew Studios cannot provide Renter with Approved Space, access to the Premises, or guarantee availability. Eskew Studios reserves the right to disallow the reservation of Time Blocks for Approved Space for any Renter which, in Eskew Studios sole determination, executes excessive cancellations. Eskew Studios reserves the right to, and may at it’s sole discretion, limit, but not unreasonably deny, reservations of more than fourteen (14) Time Blocks within any seven (7) day period for each business or individual.
1.5. Refunds. If Customer cancels their Time Block during the allowed cancellation period, your payment instrument will be refunded in full. Notice of cancellation must be transacted through the scheduling functions provided on the Eskew Studios website, iPhone or Android App, if provided.
· Renter agrees to use Eskew Studios in accordance with all the terms of this Agreement.
· Renter has free use of the Approved Space within the guidelines specified in this Agreement.
· Renter agrees to only use the Premises for purposes that are legal under both Federal and Tennessee State Law.
· Renter agrees that security cameras may record me and other Members in and on the Approved Space at any or all times and that these recordings are admissible as evidence in any jurisdiction in order to protect Eskew Studios or its Renters against any act, claim, dispute, proceeding or other legal purpose.
· Renter agrees to be legally and financially responsible for all actions of any guests on or around the Premises.
· Renter agrees to lock the door upon entry and/or exit of the building so as not to grant unintentional access to any person or entity.
· Renter will leave Furnishings and Premises exactly as it was upon entry to the Premises and agree to maintain a neat, clean and professional environment.
· Renter will not allow any minor to access any Eskew Studios Premises at any time under any circumstances unless they are accompanied by a parent or guardian.
· Neither Renter, nor any Guest or non-Renter present at my Approved Space will make unlawful copies of copyrighted materials, access adult web sites, or do anything illegal, of a morally or ethically questionable nature.
· Renter will respect the privacy of the other persons within the building or on the Premises.
· Renter will follow all the safety and security rules posted at the Approved Space or on the Eskew Studios website, or as otherwise provided within this agreement or by any other method.
· All music, vocals, and/or other audible noise will be kept at a reasonable volume and Renter agrees not to disturb any other people in the building or adjoining areas.
· Renter agrees to refrain from doing anything that’s dangerous or creates a hazard.
· Renter agrees to help maintain Eskew Studios as a safe place and will immediately report any dangerous, hazardous, illegal or morally questionable person or situation Renter sees.
· Renter will report any problem, dissatisfaction or complaint directly to the Eskew Studios personnel via electronic notice, such as email to email@example.com, or written to the company headquarters address listed above, including detailed information as to the basis of the complaint.
· Renter absolutely, positively will not smoke, nor allow Guests or other Non-Renters to smoke or use any tobacco products anywhere on or within 50 feet of the Premises, including but not limited to, if available, any outdoor patio area, restrooms and/or common areas of the Premises.
· Renter will not attempt to or receive mail or packages of any kind at any Eskew Studios location.
Eskew Studios is designed for individual and collaborative work, but it is not suited for certain businesses or professions. Types of work not suited for Eskew Studios include but are not limited to:
· Child Care
· Medical professionals who see patients on a regular basis.
· Any type of work requiring the continuous use of the facility for the majority of the workday on a regular basis.
· Any type of work involving reselling Eskew Studios services.
1.7. Guest(s) of Renter. Renter agrees to be liable, including financially liable, for any and all of Renter’s Guests in all ways and circumstances, for all actions and inactions, including but not limited to personal injury. Guest is herein defined as any person or entity accessing Eskew Studios during the use of Renter’s Approved Space. Renters may allow Guest(s) to access the Approved Space while Renter is present only. Guest(s) under the age of 18 must be accompanied by a parent or guardian at all times. By entering the Premises, Guest(s) hereby agree to be bound by all the terms of this Agreement.
1.8. Premises, Furnishings, Fixtures, Appliances and Supplies. Eskew Studios hereby temporarily leases to Renter, and Renter hereby leases from Eskew Studios, the Premises, which include the use of the furnishings, fixtures, appliances, and supplies (the "Furnishings") on the Premises for use by the Renter as-is and in the location and condition the Renter found them upon entrance to the Approved Space and Premises. The Furnishings may for absolutely no reason be removed from the Premises and/or Eskew Studios designated area and is to be used only within the Premises and area designated by Eskew Studios and for only the period of time Renter is on and in use of the Premises as confirmed by Eskew Studios as Renter’s Approved Space.
· The Furnishings are, and shall at all times be and remain, the sole and exclusive property of Eskew Studios; and the Renter shall have no right, title or interest therein or thereto except as expressly set forth in this Agreement.
· Renter hereby assumes and shall bear the entire risk of loss and damage to the Furnishings from any and every cause whatsoever, except that of normal wear-and-tear. Renter shall not remove, alter, or disfigure the Furnishings and shall see that the Furnishings are not subjected to careless, unusually or needlessly rough usage. Renter shall leave Furnishings at Eskew Studios in the condition and order it was provided, neat, organized in good repair and operative condition. No loss or damage to the Furnishings or any part thereof shall impair any obligation of Renter under this Agreement, which shall continue in full force and effect through the term of the Agreement. In the event of loss of or damage to the Furnishings, Renter shall, at Eskew Studios’ option: Place the same in good repair, condition and working order; or replace the same with like Furnishings in good repair, condition and working order; or pay to Eskew Studios the replacement cost of the Furnishings.
· Renter shall use the Furnishings and Premises in a careful and proper manner and shall comply with and conform to all national, state, municipal, police and other laws, ordinances and regulations in any way relating to the presence within, possession of, use or maintenance of the Furnishings and Premises.
· Renter, at Eskew Studios’ sole discretion, may be required to either pay a security deposit or have their credit or debit card authorized for a security deposit. Any security deposit paid by Renter to Eskew Studios is paid to guarantee Renter’s full and faithful performance of all terms, conditions and provisions of this Agreement. If Renter shall so perform, an equal sum shall be repaid without interest to Renter or the credit or debit card authorization released to Renter when Renter has complied with the performance of all obligations in this Agreement as they pertain to the Approved Space.
· Renter shall pay all license fees, assessments, and sales, use, property and excise, and other taxes or hereafter imposed, and relating to Renter’s use or possession of the Furnishings or Premises and in no way will Eskew Studios be responsible for any of the above mentioned.
· Eskew Studios personnel shall have the right at any time to enter the Premises and shall be given free access thereto and afforded necessary facilities for the purpose of inspection.
· Neither Furnishings nor access to Eskew Studios shall be sublet by Renter, nor shall he assign or transfer any interest in this Agreement without written consent of Eskew Studios. Eskew Studios may assign this Agreement without notice. Subject to the foregoing, this Agreement inures to the benefit of, and is binding upon, the heirs, successors, and assigns of the parties hereto.
1.9. Indemnification. Renter shall indemnify Eskew Studios against, defend, and hold Eskew Studios harmless from, any and all claims, actions, suits, proceedings, costs, expenses, damages, and liabilities, including attorneys fees, arising out of, connected with, or resulting from the Furnishings, the Agreement, or Renter and/or Renter’s Guest’s presence at or use of the Eskew Studios Premises, facilities and/or services, including but not limited to my intentional or unintentional granting of access of other Renters or non-Renters of any kind and under any circumstance to the Premises, including without limitation, the manufacture, selection, delivery, leasing, renting, control, possession, use, operation, maintenance or return of the Furnishings. Renter recognizes and agrees that included in this indemnity clause, but not by way of limitation, is Renter’s assumption of any and all liability for injury: disability or death of workmen and other persons caused by the operation, use, control, or handling of the Furnishings, or access to the Premises granted by you to any Renter, Guest, or Non-Renter. Eskew Studios shall not be responsible for loss or damage to property, material, or equipment belonging to Renter, its Guests, agents, employees, suppliers, or anyone directly or indirectly employed by Renter while said material property or equipment is in Eskew Studios’ care, custody, or under Eskew Studios’ physical or other form of control. Renter is encouraged to obtain appropriate insurance against such risk of loss. Renter and its insurers waive all rights of subrogation against Eskew Studios for such losses. Renter agrees to hold general liability, public liability, property damage, and professional insurance where applicable, listing Eskew Consulting LLC as an additional insured and covering the Furnishings and Premises for the amount of at least Five Hundred Thousand Dollars ($500,000.00) or other reasonable amount specified by Eskew Studios. Furthermore, I agree that I am financially liable for and shall keep the insured for not less than the full replacement value thereof against all risks of loss, theft, damage to building, Furnishings, fixtures, appliances and/or any other property in or on the Premises, including but not limited to any outdoor areas, due to causes, excluding normal wear-and-tear, including but not limited to negligence of Renter or Renter’s Guests from every cause whatsoever. Renter will be financially liable for replacement cost of any provided supplies used in excess normal use as deemed so in Eskew Studios sole discretion or removed from the Premises.
2.1. Ownership. The Consignor is the owner of all goods consigned to the Consignee and has the legal right to enter into this Consignment Agreement; and that the goods are saleable and /or free & clear of liens or other claims. Consigned merchandise shall remain the property of the Consignor until sold in the regular course of business.
2.2. Consignee and Consignor Rights. The Consignee retains the right to accept or decline any item for consignment at their sole discretion and retains the right to display items for sale as they see fit. Consignor agrees Consignee reserves the right to refuse consignment of any item for any reason, including but not limited to market value, the physical condition of the item, and Consignor’s perceived salability of the item.
2.3. Consignee Waiver of Liability. The Consignee does not guarantee your items will sell whether communicated in any way including but not limited to written, oral, expressed or implied. The Consignee shall not be responsible for loss or damage to items consigned due to fire, theft, loss, vandalism or natural disaster. The Consignor bears all risk for the items consigned to Consignee, including but not limited to sufficient personal insurance covering consigned items within or outside of the Premises or during delivery efforts to and from the Premises.
2.4. Commissions. The Consignee will retain the following percentages of the gross sales price for each item sold as Eskew Studios’ commission: 20% (twenty percent) commission on items sold at or above $1000.00. 30% (thirty percent) commission on items sold between $500.00 to $999.99. 40% (fourty percent) commission on items sold below $500.00.
2.5. Payment. Payment to Consignor equals the gross sales price less Consignee’s commission in accordance with provision 2.4. The Consignor will receive payment for each item sold either electronically or in the form of a physical check post marked or manually given to Consignor within (30) days of the sale of each consigned item.
2.6. Price. Consignor agrees that the Consignee may list, post, advertise, or otherwise offer for sale items consigned to them by Consignor for any amount within the “min / max” price range assigned to each item on the Addendum as set by the Consignor, unless otherwise agreed upon in writing, including but not limited to by email, text, instant message, or any other electronic communications, by both parties or an authorized representative of each party.
2.7. Return of Consigned Items to Consignor. Consignor may at any time pickup any unsold items with an appointment approved by the Consignee, or at Consignor’s emailed request to Consignee items can be shipped back to Consignor via USPS, FedEx, UPS, and the like, at the cost of the Consignor to be billed to a credit or debit card of Consignor’s choice. If any item has not sold within 12 months of the date of consignment, or for any other reason deemed appropriate in the sole discretion of Eskew Studios, Consignee reserves the right to notify Consignor of their intent to return consigned items back to Consignor. Within 30 days of such notice Consignor may make an appointment to physically pick up the item from the Premises, otherwise at the expense of Eskew Studios, for which shipping insurance is not required, Consignee may ship the item to the Consignor via USPS, FedEx, UPS, or other carrier, at the cost of Eskew Studios.
2.8. Termination. This Agreement may be terminated at any time by either party with written notice by terminating party to the other if evidenced in writing, including but not limited to email, text, instant message, or any other electronic communications by said party or an authorized representative of that party (“Written Notice”). For termination by Consignor for any reason the Consignor is free to pickup any unsold items with an appointment approved by the Consignee, or at Consignor’s request included in Written Notice consigned items can be shipped back to Consignor by Consignee using Consignee’s carrier of choice (USPS, FedEx, UPS, and the like) at the cost of the Consignor for which Consignor agrees they are liable for and for which Consignor must provide credit or debit card payment information to Consignee for such costs within the same Written Notice. If Consignor elects an appointment for physical pickup, an appointment must be requested by Consignor for a day that falls within 30 days of the Written Notice, for which Consignee granting of such appointment may not be unnecessarily withheld but both parties agree to work together to agree on an appointment day and time. If the Consignor does not pick up unsold items within thirty (30) days from the Written Notice and the Consignee has made reasonable effort to contact Consignor to make consigned items available for Consignor to take possession of said items, those items may continue to be offered for sale to the public indefinitely and Consignor’s rights and remedies granted by provision 2.6 of this Agreement shall be waived, allowing the Consignee to use their sole discretion regarding the sales price. These items are hereafter referred to as “Unclaimed Items”. Upon sale of Unclaimed Items, reasonable efforts will be made by the Consignee to contact the Consignor to distribute payment to Consignor per the terms of this Agreement. If the Consignor does not collect the payment within (90) days from date of sale, Consignor waives their right to said payment, hereafter referred to as “Unclaimed Proceeds”. If Consignee terminates this Agreement for any reason, items will be shipped back to the Consignor at Eskew Studios’ expense and be shipped to the address provided to Consignee by Consignor on the date the item was consigned to Consignee, for which shipping insurance is not required and carrier’s proof of delivery shall be satisfactory evidence of Consignor’s receipt of returned consignment item(s).
3. STYLING SERVICES
3.1. Styling Services. Styling services are hereby defined as any manipulation of hair or application of makeup or cosmetics of all kinds. The term “Competition Styling” references styling services, and applicable pricing, for the main competition phase of the event. The term “Optionals” references styling services, and applicable pricing, for optional competitions. Optional competition pricing is only available as an add-on to competition styling.
3.2. License. Eskew Studios’ Stylists shall be supervised by and operating under professionals licensed in cosmetology. Customer agrees to receive Eskew Studios’ Services with the understanding that their individual Stylist, defined as any person contracted by Eskew Studios to provide Services to Customer (“Stylist”), may not be licensed by any state or entity to provide Services including but not limited to those of a Hair Stylist, Shampoo Tech, Cosmetologist, Esthetician, Makeup Artist, Manicurist or Instructor of any kind for any licensed or non-licensed profession and that Eskew Studios is providing Services only as they relate to the entertainment industry.
3.3. Non-Solicitation. Customer hereby agrees and states that Services of Eskew Studios were solicited by Customer and, furthermore, that Customer was not solicited by Eskew Studios in any way at any time.
3.4. Relationship. Customer desires to obtain the Services of Eskew Studios on its own behalf, the behalf of a minor for which they are a parent or legal guardian, or the behalf of a company, business or Affiliated Company (defined as any corporation or other business entity or entities that directly or indirectly controls, is controlled by, or is under common control with Customer), and Eskew Studios desires to provide consulting Services to Customer within the terms and conditions in this Agreement.
3.5. Independent Consultant. In the performance of Services requested by Customer, Eskew Studios shall be an independent Consultant and not an employee, partner, or co-venturer of Customer for any purpose whatsoever. Eskew Studios is not an agent of, or authorized to transact business, enter into agreements, or otherwise make commitments on behalf of Customer, nor vice versa.
3.6. Services. Customer agrees that Services performed by Eskew Studios shall be performed in the manner, location, timing, and extent that Eskew Studios deems appropriate and shall be done so in Eskew Studios’ sole control and discretion.
3.7. Compensation. Customer agrees Eskew Studios may charge Customer’s payment instrument at the time and for the full amount that Customer purchases Eskew Studios Services using the Eskew Studios website.
3.8. Refunds. Customer will be refunded in full only for the Services Customer cancels only using the Eskew Studios website for Services Customer cancels only during the allowed cancellation period referenced only on the Eskew Studios website for within the event details for which Customer purchased Services. Cancellation must be transacted through the functions provided on the Eskew Studios website. Otherwise, Customer irrevocably and unequivocally agrees to not be refunded regardless of whether Services were rendered.
3.9. Term and Termination. This Agreement exists in perpetuity from the date Services are purchased by Customer.
3.10. Release. Customer hereby knowingly and irrevocably grants license to and authorizes the unlimited ownership, use and reproduction by Eskew Studios of any and all photograph, image, video, film, or audio recording taken of Customer by Eskew Studios or its representatives, associates, employees, third party contractors, or volunteers, individually or jointly with others, or any representation thereof, in any media or form, on a worldwide basis and perpetual basis without limitation of any kind, for any purpose whatsoever, and any such use shall be without further compensation to Customer or any other person or entity. All digital files, negatives and positives, video, audio recordings, or any such images of any kind, together with the prints or other tangible record of such images, shall constitute Eskew Studios property, solely and completely.
4. CONSULTING SERVICES.
4.1. General Purpose. The general purpose of this Agreement is for Customer to engage Eskew Studios for Services, which shall hereby be defined as the supply of time, effort, or expertise rendered by Eskew Studios, and Eskew Studios agrees to provide the Services for the compensation specified at the point of purchase on and only on the Eskew Studios website, unless otherwise evidenced in writing, electronically or otherwise, by both parties.
4.2. License. Customer agrees to receive Eskew Studios Services with the understanding that Eskew Studios is not licensed by any state or entity to provide Services including but not limited to those of a Hair Stylist, Shampoo Tech, Cosmetologist, Esthetician, Makeup Artist, Manicurist or Instructor of all kinds for all licensed or non-licensed profession and that Eskew Studios is providing Services only as they relate to the entertainment industry.
4.3. Non-Solicitation. Customer hereby agrees and states that Services of Eskew Studios were solicited by Customer and, furthermore, that Customer was not solicited by Eskew Studios in any way or at any time.
4.4. Relationship. The Customer desires to obtain the Services of Eskew Studios on its own behalf, the behalf of a minor for which they are a parent or legal guardian, or the behalf of a company, business or Affiliated Company (defined as a corporation or other business entity or entities that directly or indirectly controls, is controlled by, or is under common control with the Customer), and Eskew Studios desires to provide consulting Services to the Customer within the terms and conditions in this Agreement.
4.5. Independent Contractor. In the performance of Services requested by Customer, Eskew Studios shall be an independent contractor and not an employee, partner, or co-venturer of Customer. Eskew Studios is not an agent of, or authorized to transact business, enter into agreements, or otherwise make commitments on behalf of Customer. The foregoing, excluding “Eskew Studios” and replacing with “Customer”, is also agreed to and acknowledged as applicable to the Customer.
4.6. Services. Customer agrees that Services performed by Eskew Studios shall be performed in the manner, location, timing, and extent that Eskew Studios deems appropriate and shall be done so in Eskew Studios’ sole control and discretion.
4.7. Refunds. Customer will be refunded in full only for the Services Customer cancels only using the Eskew Studios website for Services Customer cancels only during the allowed cancellation period referenced only on the Eskew Studios website for within the event details for which Customer purchased Services. Cancellation must be transacted through the functions provided on the Eskew Studios website. Otherwise, Customer irrevocably and unequivocally agrees to not be refunded regardless of whether Services were rendered.
4.8. Term and Termination. This Agreement exists in perpetuity from the date Services are purchased by Customer.
5. Amendments. This Agreement may not be modified or amended except by an instrument in writing, signed by Customer or a duly authorized representative of Customer and Eskew Studios.
6. Severability; Enforcement. In case one or more of the provisions or parts of a provision contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Agreement; and this Agreement shall, to the fullest extent lawful, be reformed and construed as if such invalid or illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provision or part reformed so that it would be valid, legal and enforceable to the maximum extent possible. Without limiting the foregoing, if a provision (or part of provision) contained in this Agreement shall for any reason be held to be excessively broad as to duration, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the fullest extent compatible with then existing applicable law.
7. Remedies Cumulative: No Waiver. All remedies of Eskew Studios hereunder are cumulative and may, to the extent permitted by law, be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed to be an election of such remedy or to preclude the exercise of any other remedy. No failure on the part of the Eskew Studios to exercise and no delay in exercising, any right or remedy, hereby shall operate as a waiver thereof; nor shall any single or partial exercise by Eskew Studios of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy. Any waiver by Eskew Studios of a breach of any provision of this Agreement by Customer shall not operate or be construed as a waiver of any subsequent breach of the same or any other provision hereof. If (a) Customer shall default in any of the covenants of this Agreement, or (b) Customer shall default in the payment when due of any indebtedness of Customer to Eskew Studios arising from this Agreement or independently of this Agreement, then, to the extent permitted by applicable law, Eskew Studios shall have the right to exercise any one or more of the following remedies; (a) to sue for or move to arbitration for and recover all rents, and other payments due per any of the covenants of this Agreement, (b) To take possession of any or all items of the Furnishings or Premises or Customer’s possessions on Premises without demand, notice, or legal process, wherever they may be located. (c) To terminate this Agreement, and/or (d) to pursue any other remedy at law, equity or equality. Notwithstanding any said re-possession, or any other action which Eskew Studios may take, Customer shall be and remain liable for the full performance of all obligations on the part of Customer to be performed under this Agreement. All such remedies are cumulative, and may be exercised concurrently or separately.
8. Disclaimer of Warranty. ESKEW STUDIOS WILL NOT BE LIABLE TO CUSTOMER OR ANY OTHER CUSTOMER, GUEST, PERSON, OR ENTITY FOR CLAIMS OR DAMAGES OF ANY KIND, OTHER THAN A REFUND OF CUSTOMER’S PURCHASE PRICE, RESULTING FROM ANY TECHNOLOGY GLITCH, INABILITY TO PROVIDE SERVICES OR ACCESS TO PREMISES, THEFT, LOSS, FIRE, ACT OF GOD, PUBLIC ENEMY, RIOT, STRIKE, INSURRECTION, WAR, UTILITY SERVICE INTERRUPTION, ACT OR OMISSION OF ESKEW STUDIOS, REQUISITION OR ORDER OF GOVERNMENTAL BODY OR AUTHORITY, COURT ORDER OR INJUNCTION, OR ANY CAUSE BEYOND THE CONTROL OF ESKEW STUDIOS. ESKEW STUDIOS, BEING NEITHER THE MANUFACTURER, NOR A SUPPLIER, NOR A DEALER IN THE FURNISHINGS OR PREMISES, MAKES NO WARRENTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE CONDITION OF THE FURNISHINGS, PREMISES, OR SERVICES ITS MERCHANTABILITY, ITS DESIGN, ITS CAPACITY, ITS PERFORMANCE, ITS MATERIAL, ITS WORKMANSHIP, ITS FITNESS FOR ANY PARTICULAR PURPOSE, OR THAT IT WILL MEET THE REQUIREMENTS OF ANY LAWS, RULES, SPECIFICATIONS, OR CONTRACTS WHICH PROVIDE FOR SPECIFIC APPARATUS OR SPECIAL METHODS. ESKEW STUDIOS FURTHER DISCLAIMS ANY LIABILITY WHATSOEVER FOR LOSS, DAMAGE, OR INJURY TO CUSTOMER OR THIRD PARTIES AS A RESULT OF ANY DEFECTS, LATENT OR OTHERWISE, IN THE FURNISHINGS, PREMISES, OR SERVICES. AS TO ESKEW STUDIOS, ALL SERVICES AND CUSTOMER LEASES OF FURNISHINGS AND PREMISES IS SUPPLIED TO CUSTOMER “AS IS” WITH NO WARRANTIES OR GAURANTEES OF ANY KIND. ESKEW STUDIOS SHALL NOT BE LIABLE IN ANY EVENT TO CUSTOMER FOR ANY LOSS, DELAY, OR DAMAGE OF ANY KIND OR CHARACTER RESULTING FROM DEFECTS IN, OR INEFFICIENCY OF, SERVICES OR FURNISHINGS AND PREMISES HEREBY LEASED OR ACCIDENTAL BREAKAGE THEREOF. SPECIAL CONSIDERATION REGARDING SERVICES: BECAUSE SATISFACTION WITH SERVICES, WHICH SHALL HEREIN BE DEFINED AS THE SUPPLY OF TIME, EFFORT, OR EXPERTISE RENDERED BY ESKEW STUDIOS, IS SUBJECTIVE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY SERVICES PROVIDED BY ESKEW CONSULTING, LLC ARE PROVIDED "AS IS" WITHOUT WARRANTIES, CONDITIONS, REPRESENTATIONS OR GUARANTIES OF ANY KIND, EITHER EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. YOU BEAR THE ENTIRE RISK AS TO THE RESULTS, QUALITY AND PERFORMANCE OF THE SERVICE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY AN ESKEW STUDIOS AUTHORIZED REPRESENTATIVE OR CONTRACTED THIRD PARTY SHALL CREATE A WARRANTY. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.
9. Indemnification. Customer assumes all responsibility for and shall defend, indemnify, and hold harmless Eskew Studios, its agents, assistants, staff, officers, employees, and contracted third parties from all claims, actions, suits, proceedings, costs, expenses, damages, and liabilities of any kind, including attorneys fees, arising out of, connected with, or resulting from this Agreement or all Customer or Customer’s Guest’s purchase or use of, in any way, Services, Furnishings, or Premises, including but not limited to any physical or mental injury or allergic reactions developed as a result of makeup, hair, or other products applied. This indemnification includes reasonable attorney fees, brought on account of any injuries or damage, or loss (real or alleged) received or sustained by any person, persons, or property, arising out of Services, Furnishings, or Premises provided under this Agreement or Eskew Studios' failure to perform or comply with any requirements of this Agreement including, but not limited to any claims for personal injury, property damage, or infringement of copyright, patent, or other proprietary right. Eskew Studios reserves the right to retain any funds paid to Eskew Studios by Customer under this contract until such suits, action or actions, claim or claims for injuries or damages as aforesaid shall have been settled and satisfactory evidence to that effect furnished.
10. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT AND UNDER NO LEGAL THEORY SHALL ESKEW STUDIOS, EMPLOYEE OR AUTHORIZED REPRESENTATIVE OF ESKEW STUDIOS, CONTRACTED THIRD PARTY, OR OTHER PERSON INVOLVED IN PROVIDING SERVICES TO CUSTOMER BE LIABLE TO CUSTOMER OR ANY OTHER PERSON FOR ANY GENERAL, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES OF ANY CHARACTER ARISING OUT OF OFFERING OR PROVIDING SERVICES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY OR ANY AND ALL OTHER DAMAGES OR LOSSES OF WHATEVER NATURE, EVEN IF ESKEW STUDIOS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.
11. Force Majeure. Either party shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, laws proclamations, edits, ordinances or regulations, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the parties’ respective obligations hereunder shall resume. In the event the interruption of the excused party’s obligations continues for a period in excess of thirty (60) days, either party shall have the right to terminate this Agreement upon thirty (30) days’ prior written notice to the other party.
12. Term; Termination; Amendment. This Agreement is binding upon Customer and exists into perpetuity beginning on the date of purchase of Services, Approved Space rental, or consignment of a Customer’s item. Furthermore, understand and agree that these terms may be amended by Eskew Studios from time to time if delivered electronically, posted on an Eskew Studios website, supplied directly by Eskew Studios personnel, or posted in or on the Premises.
13. Other Terms. Eskew Studios reserves the right to refuse Services or access to, or remove from, Eskew Studios Premises, including Renters with or without an Approved Space, any Customer at any time for any reason, at the sole discretion of Eskew Studios.
14. Grievance. Customer agrees to notify Eskew Studios first with any claim of dissatisfaction with Eskew Studios products, Services, Premises, or performance under this Agreement. Customer agrees to give Eskew Studios thirty (30) days from the day each claim is communicated to Eskew Studios to address each claim before communicating this claim to any other party or disclosing information in any way related to the claim using any media, medium or technology. If Customer breaches this section or any other part of this Agreement, Eskew Studios reserves the right to seek and enforce injunctive relief upon and punitive damages from Customer.
15. Non-Disparagement. For the purposes of this Agreement, Customer agrees not to, directly or indirectly, in any capacity or manner, make, express, transmit, speak, write, verbalize or otherwise communicate in any way (or cause, further, assist, solicit, encourage, or support any third party to participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that is intended or would reasonably be construed to be derogatory or critical of, or negative toward, or to attack, criticize, speak ill of, impugn the character or honesty, integrity, morality, abilities, or business acumen of, defame, disparage, damage, or harm the reputation or good name of, or lead to unwanted or unfavorable publicity to Eskew Studios, including but not limited to any of its products, services, business practices, its business or operations, or current or former officers, affiliates, subsidiaries, successors, assigns, management, directors, equity holders, employees, attorneys, agents, third party contractors, consultants, or their respective businesses. Customer agrees to be liable with respect to the covenants and remedies contained in this provision and will take reasonable steps to prevent and will not knowingly permit any of their respective employees or agents to do the same. In case of breach of this clause, the breaching party agrees to pay US$1000.00 to the other party per occurrence. Customer agrees and acknowledges that this Non-Disparagement provision is a material term of this Agreement, the absence of which would have resulted in Eskew Studios and Customer refusing to enter into this Agreement. Customer agrees not to reveal, disclose, incorporate, base other works or materials upon, discuss, include or otherwise involve any proprietary or confidential information, or any information that would reasonably be considered proprietary or confidential, including but not limited to all Eskew Studios business practices, to any other party. Notwithstanding the foregoing, nothing in this provision or elsewhere in this Agreement shall prohibit any party from making any statement or disclosure required under applicable laws; provided, that such party must provide written notice to the other party at least two (2) business days prior to making any such statement or disclosure.
16. Arbitration of Disputes. All disputes, claims, and questions regarding the rights and obligations of the parties under the term of this Agreement are subject to arbitration. Either party may make a demand for arbitration by filing such demand in writing with the other party within (120) days after the dispute arises. Subsequently, arbitration shall be conducted by three arbitrators acting under the rules of commercial arbitration of the American Arbitration Association.
17. Prevailing Party. In the event of any dispute arising out of any of the terms and conditions of this Agreement, the prevailing party is entitled to recover from the other reasonable costs and expenses, including attorneys’ fees and court costs, incurred by the prevailing party in exercising any of its rights or remedies hereunder or enforcing any of the terms, conditions, or provisions hereof.
18. Notices. Each notice, request, or demand given or required to be given pursuant to this Agreement shall be in writing and shall be deemed sufficiently given if emailed to the opposing party’s email address.
19. Jurisdiction. This Agreement shall be deemed to have been made in the State of Tennessee. Tennessee state law (exclusive of any choice of law principles) shall govern this Agreement. Customer consents to the jurisdiction of the state or federal courts serving Davidson County, Tennessee for the resolution of any disputes arising under this Agreement.
20. Assignment. This Agreement may not be assigned by any party without the express written consent of the other.
21. Rules of Construction. The language in all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against either party or Eskew Studios. Section headings in this Agreement are for convenience only and are not to be construed as a part of this Agreement or in any way limiting or amplifying the provisions hereof. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identifications of the person or persons, firm or firms, corporation or corporations may require.
22. Headings. Headings and subheadings are for convenience only and shall not be deemed to be a part of this Agreement.
23. Survival. This Agreement supersedes all prior agreements, written or oral, between Customer and Eskew Studios relating to the subject matter of this Agreement.
24. Authority. Both parties warrant that they have the authority to enter into this Agreement and that entering into this Agreement is not restricted or prohibited by any existing agreement to which each are a party to.
25. Entire Agreement. This Agreement constitutes the complete agreement and sets forth the entire understanding and agreement of the parties as to the subject matter of this Agreement.