1. Applicable Law. The Agreement and the rights of the parties hereunder or thereunder shall be governed by, construed, and enforced in accordance with the laws of the State of Washington.

2. Collection Expenses. Applicant shall pay to TAG any and all costs and expenses, including attorneys’ fees, incurred by TAG in protecting or enforcing the rights of TAG under the Agreement, whether or not a lawsuit is commenced. Attorneys’ fees shall include services rendered at arbitration, trial, and appellate levels, as well as services rendered subsequent to judgment and obtaining execution thereon. All such fees, costs, and expenses shall bear interest at a rate of eighteen percent (18%) per annum until paid in full.

3. Dispute Resolution.

3.1. Mediation. If any claim, controversy, or dispute arises out of or relates to the Agreement, or the breach, termination, or invalidity thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its then mediation rules.

3.2. Arbitration. If the parties are unable to settle the dispute after mediation under Section 3.1, then the dispute shall be settled by binding arbitration administered by the American Arbitration Association (AAA), or such other similar dispute-resolution organization as TAG may select in its discretion. Any arbitration commenced hereunder and arbitrator’s authority to grant relief shall be subject to the Federal Arbitration Act and the law of Washington to the extent applicable and otherwise to comparable arbitration provisions under the law of Washington. The appointing authority shall be the AAA office located in [Seattle,] Washington, unless TAG has selected another similar dispute-resolution organization, and the case shall be administered in accordance with the AAA’s procedures for cases under the Commercial Arbitration Rules. The place of arbitration shall be [Seattle,] Washington and the number of arbitrators shall be one. The award rendered by the arbitrator shall be final and binding upon both parties concerned, and judgment upon the award may be entered in any court having jurisdiction thereof.

4. Jurisdiction and Venue. Jurisdiction and venue for any action under the Agreement shall lie in King County, Washington.

5. Other Agreements. This Agreement shall not affect, change, diminish, or alter any additional rights that TAG may have pursuant to any other contract or other agreement heretofore or hereafter entered into between TAG and Client.

6. Indemnification. Client agrees to indemnify, defend, and hold TAG, its agents, affiliates, and licensors harmless from and against any and all cost, claims, expenses, or liabilities (collectively, “Liabilities”) arising out of, related to, or occurring as a result of the (a) breach of the Agreement by Client, or other actions related to or arising from the Agreement by Client, or (b) any default in the performance of any of the terms, covenants, and conditions of Client herein.

7. Disclaimer. To the fullest extent permitted by law, TAG makes no representations, warranties, or guarantees of any kind, either express or implied, with respect to the employer or contractor that may hire, employ or engage the services of the Client. Client acknowledges and agrees that the Client’s dealings with his or her employers or contractors found through the TAG are solely between the Client and the employers or contractors.

8. Limitation of Liability. TAG’s only liability to the Client, to the extent one exists, is to remit payments received from the Client’s employer or contractor less TAG’s commission set forth in the Engagement Agreement. Notwithstanding anything to the contrary in the Agreement, the sole remedy available to Client (for any breach of the Agreement or any other claim arising out of the Agreement) shall not exceed the amount paid to TAG by the Client’s employer or contractors for services Client provided to such employer or contractor less any commission owed to TAG under the Engagement Agreement. IN NO EVENT SHALL TAG BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, GOODWILL OR OTHER PECUNIARY LOSS) ARISING OUT OF THE AGREEMENT OR BE SUBJECT TO EQUITABLE REMEDIES OR INJUNCTIVE RELIEF. Client agrees that this limitation of liability is a fair allocation of the risk and an integral part of the Agreement.

9. Amendment. TAG may make changes to these Terms from time to time in its sole discretion. Each time changes are made to these Terms, revised Terms will be posted on the website of TAG at  http://www.theactorsgroup.com. Client’s continued provision of services under the Engagement Agreement following the posting of changes constitutes acceptance by Client of any and all such changes. Client agrees to check the link to the Terms from time to time for current Terms.

10. Notices.

10.1. Unless otherwise requested by TAG, any notices from Client to TAG must be sent to The Actors Group, 9703 SW 264th Street, Vashon, WA 98070, pursuant to (a) confirmed facsimile or email to info@theactorsgroup.com and (b) certified mail with return receipt requested or overnight courier, and are deemed given upon receipt. All notices to TAG shall state the purpose for the notice and be sent to the attention of [Jamie Lopez.]

10.2. Any notices from TAG to Client shall be set to Client at the email address of Client and shall be deemed delivered as of the date thereof, unless TAG receives notification of delivery failure. Client shall notify TAG of any change of the email address of Client.  TAG may provide notice to Client by confirmed facsimile or regular mail.