Longboard Platform Terms & Conditions

LONGBOARD SERVICE PROVIDER AGREEMENT This Longboard Service Provider Agreement (“Agreement”) is entered into between Longboard, LLC, a Wisconsin limited liability Company (“Longboard”) and the individual or entity accepting this Agreement, creating an account, or using the Platform as a service provider (“Service Provider,” “you,” or “your”). This Agreement is effective when you click to accept, create an account, complete onboarding, or first access the Platform. 1. Definitions 1.1 “Brand” means a company, brand, agency, staffing firm, or other customer that uses the Platform to post, schedule, administer, review, approve, or coordinate Engagements. 1.2 “Engagement” means any product tasting, demonstration, sampling event, shift, staffing assignment, reporting task, check-in, store visit, event support, or related opportunity made available through the Platform. 1.3 “Platform” means Longboard’s hosted software, website, mobile interfaces, dashboards, workflows, communications tools, reporting tools, documentation, and related technology services. 1.4 “Personnel” means employees, contractors, subcontractors, representatives, agents, or workers of a Service Provider that is an entity, agency, staffing company, or other business. 1.5 “Service Provider Content” means reports, photos, check-ins, comments, messages, data, confirmations, attendance information, and other content submitted by or on behalf of Service Provider through the Platform. 1.6 “Stripe Services” means payment processing, connected-account onboarding, identity verification, KYC/KYB, tax-information collection, settlement, payout, refund, dispute, chargeback, and related services provided by Stripe or its affiliates. 2. Platform Access and License 2.1 Access Right. Subject to this Agreement, Longboard grants Service Provider a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform solely to review, accept, perform, report, and administer Engagements. 2.2 No Ownership. Longboard retains all right, title, and interest in the Platform, software, workflows, interfaces, documentation, data models, templates, know-how, and related intellectual property. 2.3 No Guaranteed Access or Opportunities. Longboard does not guarantee that any Engagements will be available, that any Brand will select you, or that any Engagement will result in compensation. 3. Account Registration; Stripe Onboarding 3.1 Account Information. You must provide accurate, complete, and current account, contact, tax, payment, eligibility, and compliance information. 3.2 Security. You are responsible for maintaining the confidentiality of login credentials and for all activity under your account. 3.3 Stripe Connected Account. You may be required to create and maintain a Stripe connected account and complete Stripe onboarding, identity verification, tax-information collection, sanctions screening, underwriting, and other compliance steps required by Stripe. 3.4 Authorization to Share Status Information. You authorize Longboard, Brands, and Stripe to exchange information reasonably necessary to operate the Platform, process Engagement status, confirm completion, administer payments, prevent fraud, address disputes, comply with law, and enforce applicable terms. 4. Relationship of the Parties 4.1 No Employment by Longboard. You acknowledge that you are not an employee, joint employee, agent, partner, joint venturer, franchisee, representative, or worker of Longboard. 4.2 No Staffing or Payroll Role. Longboard is not a staffing agency, employment agency, temporary-help agency, labor contractor, employer of record, professional employer organization, payroll provider, wage-payment provider, benefits provider, or human-resources administrator. 4.3 Brand Relationship Only. Any Engagement you accept or perform is for the applicable Brand or the applicable agency/staffing entity, not for Longboard. The Brand or applicable contracting entity is solely responsible for engagement decisions, instructions, supervision, approval, compensation, classification, and legal compliance. 4.4 No Authority to Bind Longboard. You have no authority to bind Longboard, act on Longboard’s behalf, make representations for Longboard, or incur obligations for Longboard. 4.5 Workers Used by Entity Service Providers. If you are an agency, staffing firm, or other entity, you are solely responsible for your Personnel, including classification, payroll, wages, taxes, benefits, insurance, training, screening, supervision, and compliance. 5. Engagement Acceptance and Performance 5.1 Voluntary Acceptance. Unless otherwise agreed directly with a Brand, you may accept or decline available Engagements. Acceptance of an Engagement creates obligations between you and the applicable Brand or contracting entity, not with Longboard. 5.2 Performance Standards. You are responsible for performing accepted Engagements professionally, safely, timely, and in accordance with Brand instructions, venue requirements, applicable law, and Platform rules. 5.3 Qualifications. You represent that you possess all qualifications, permits, licenses, training, insurance, and legal authority required for Engagements you accept. 5.4 No Longboard Control of Means or Methods. Longboard may provide software workflows, checklists, status prompts, and reporting fields, but Longboard does not control the manner or means of your performance. 5.5 Brand Materials. Brand-provided scripts, product claims, display materials, samples, instructions, uniforms, badges, credentials, or equipment are the responsibility of the Brand, not Longboard. 6. Payment Processing; No Longboard Payment Obligation 6.1 Brand Payment Responsibility. Any compensation owed for an Engagement is owed solely by the applicable Brand or contracting entity. Longboard is not a party to, guarantor of, or obligor under any payment obligation to you. 6.2 Stripe Processing. Payments made through the Platform are processed by Stripe Services and are subject to Stripe’s terms. You authorize Stripe to process payments, issue payouts, apply payment-network rules, handle disputes, refunds, chargebacks, holds, reserves, account limitations, and tax-information requests. 6.3 Direct-Charge Structure. Unless a different configuration is disclosed, payments intended as Service Provider compensation are intended to be processed through connected-account architecture so that payment is processed by Stripe for the applicable connected account, and Longboard receives only its platform/application fee. 6.4 No Custody or Money Transmission. Longboard does not receive, hold, store, escrow, custody, control, maintain, or transmit compensation owed to Service Providers. Longboard does not maintain stored value, wallets, FBO accounts, payroll balances, customer balances, or accounts for your benefit. 6.5 No Guarantee. Longboard does not guarantee payment, payout timing, settlement, approval, refunds, chargeback outcomes, Stripe availability, or the financial ability or willingness of any Brand to pay. 6.6 Recourse. Your recourse for unpaid compensation is solely against the applicable Brand or contracting entity, subject to Stripe’s processing rules and applicable law. 7. Taxes; Classification; Insurance 7.1 Tax Responsibility. You are solely responsible for reporting and paying all federal, state, and local taxes on amounts received, regardless of whether you receive a Form 1099-K, Form 1099-NEC, Form W-2, or other tax form. 7.2 Tax Information. You agree to provide accurate taxpayer information to Stripe, Longboard, or Brands if requested for legal, tax, or compliance purposes. 7.3 No Tax Advice. Longboard does not provide legal, tax, accounting, employment, payroll, or classification advice. 7.4 Classification. Your classification, if any, is determined by your relationship with the applicable Brand, agency, staffing firm, or contracting entity, not by Longboard. Longboard is not responsible for determining whether you are an employee, independent contractor, agency worker, leased employee, or other worker. 7.5 Insurance. You are solely responsible for maintaining insurance appropriate for your business, services, vehicle use, workers, Personnel, and Engagements, unless the applicable Brand expressly assumes responsibility in a separate written agreement. 8. Compliance with Laws and Platform Rules You shall comply with all laws and rules applicable to your use of the Platform and performance of Engagements, including laws relating to food and beverage sampling, alcohol, age-restricted products, health and safety, advertising claims, data privacy, anti-harassment, anti-discrimination, venue policies, licensing, permits, taxes, insurance, and employment. 9. Ratings, Reviews, and Reporting 9.1 Reports. You agree that check-ins, completion confirmations, photos, reports, timestamps, geolocation information if enabled, and other Platform records may be shared with the applicable Brand. 9.2 Ratings and Feedback. Brands may provide ratings, reviews, approval decisions, completion confirmations, or performance feedback. Longboard may display or use such information to operate, improve, and protect the Platform. 9.3 No Duty to Monitor. Longboard may review Platform activity for compliance, fraud prevention, quality assurance, or dispute support, but has no obligation to monitor or verify all Brand instructions, Service Provider performance, or payment disputes. 10. Confidentiality 10.1 Confidential Information. You may receive nonpublic information about Longboard, Brands, products, pricing, marketing plans, event details, customers, store locations, recipes, product claims, photos, reports, or business operations. 10.2 Use Restriction. You shall use Confidential Information only to perform authorized Engagements and shall not disclose it except as permitted by the applicable Brand or required by law. 10.3 Return/Deletion. Upon request, you shall return or delete Confidential Information, except to the extent retained automatically in Platform records or required by law. 11. Intellectual Property and Content 11.1 Longboard IP. Longboard owns the Platform and all related intellectual property. 11.2 Service Provider Content. You retain ownership of your Service Provider Content, subject to the license below. 11.3 License to Content. You grant Longboard a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, display, use, and disclose Service Provider Content as necessary to provide, operate, improve, secure, and enforce the Platform; support Engagements; provide reports to Brands; and comply with law. 11.4 Brand Rights. To the extent Service Provider Content is created for a Brand as part of an Engagement, you grant the applicable Brand a perpetual, worldwide, royalty-free right to use that content for internal business, compliance, verification, and marketing-review purposes, unless otherwise agreed directly with the Brand. 12. Privacy and Security 12.1 Data Processing. Longboard may collect and process account information, Platform usage information, Engagement information, and Service Provider Content to provide and improve the Platform, administer Engagements, support payments, prevent fraud, and comply with law. 12.2 Sensitive Information. Do not upload Social Security numbers, government IDs, financial-account credentials, health information, biometric data, or other sensitive information to the Platform unless expressly requested through a supported workflow. All sensitive information shall be governed by the privacy policy. 12.3 Security. Longboard will use commercially reasonable safeguards for the Platform. You are responsible for securing your devices, credentials, and communications. 13. Representations and Warranties You represent and warrant that: (a) you have legal capacity and authority to enter this Agreement; (b) your account information is accurate; (c) you will comply with applicable law and Brand requirements; (d) you will not submit false reports or fraudulent payment requests; (e) your content will not infringe third-party rights or violate law; and (f) if you are an entity, you are responsible for your Personnel. 14. Indemnification You shall defend, indemnify, and hold harmless Longboard and its affiliates, officers, employees, contractors, and representatives from any claim, loss, liability, damage, penalty, fine, cost, or expense arising from: your Platform use; accepted Engagements; your services or omissions; Service Provider Content; worker classification; payroll, wage, tax, benefit, insurance, unemployment, or workers’ compensation obligations; claims by Personnel; violation of law; payment disputes with Brands; or breach of this Agreement. 15. Disclaimers The Platform is provided “as is” and “as available.” Longboard disclaims all warranties, including merchantability, fitness for a particular purpose, noninfringement, uninterrupted availability, accuracy of Brand postings, availability of Engagements, quality of Brands, payment success, tax outcomes, classification outcomes, and regulatory outcomes. 16. Limitation of Liability To the maximum extent permitted by law, Longboard will not be liable for indirect, incidental, special, consequential, exemplary, punitive, lost-profit, lost-opportunity, lost-data, reputational, or business-interruption damages. Longboard’s aggregate liability arising out of or relating to this Agreement will not exceed the greater of $100 or amounts, if any, paid by you to Longboard for Platform access during the 12 months before the event giving rise to liability. This limitation does not apply to liability that cannot be limited by law. 17. Suspension and Termination 17.1 Suspension. Longboard may suspend or limit access for suspected fraud, safety risk, unlawful activity, payment risk, Stripe account limitations, misuse, Brand complaints, inaccurate information, or breach of this Agreement. 17.2 Termination. Either party may terminate this Agreement by discontinuing Platform use or providing notice. Longboard may terminate immediately for material breach, unlawful conduct, fraud, payment circumvention, or activity creating regulatory, security, reputational, or operational risk. 17.3 Effect. Termination ends your right to access the Platform but does not affect obligations arising before termination, including confidentiality, payment disputes with Brands, taxes, indemnities, limitations of liability, and dispute-resolution provisions. 18. Governing Law; Venue; Dispute Resolution 18.1 Wisconsin Law. This Agreement is governed by Wisconsin law, without regard to conflict-of-law rules. 18.2 Informal Resolution. Before filing suit, the parties will attempt in good faith to resolve disputes informally, except for claims involving Platform security, unauthorized access, intellectual property, confidentiality, fraud, payment circumvention, or requests for injunctive relief. 18.3 Venue. The state courts located in Waukesha County, Wisconsin and the federal courts in the Eastern District of Wisconsin will have exclusive jurisdiction over disputes arising out of or relating to this Agreement. You consent to personal jurisdiction and waive objections to venue and forum non conveniens. 18.4 Injunctive Relief. Longboard may seek injunctive relief in any court of competent jurisdiction to protect the Platform, intellectual property, Confidential Information, data, accounts, or Platform security. 19. General Terms 19.1 Electronic Acceptance. You agree that electronic signatures, click-through acceptance, account registration, or Platform use constitute acceptance. 19.2 Third-Party Services. Stripe and other third-party services are governed by their own terms. Longboard is not responsible for third-party services. 19.3 Assignment. You may not assign this Agreement without Longboard’s written consent. Longboard may assign this Agreement in connection with a merger, acquisition, restructuring, financing, or sale of assets. 19.4 Changes. Longboard may update this Agreement by posting revised terms or providing notice. Continued use after the effective date constitutes acceptance, except where additional consent is required by law. 19.5 Severability. If any provision is unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not permitted. 19.6 No Waiver. Failure to enforce a provision is not a waiver. 19.7 Entire Agreement. This Agreement, together with applicable policies and Stripe terms, is the entire agreement between you and Longboard regarding Service Provider Platform use. LONGBOARD BRAND LICENSE AGREEMENT This Longboard Brand License Agreement (“Agreement”) is entered into by and between Longboard, LLC, a Wisconsin limited liability Company (“Longboard”) and the company or brand identified in the applicable Order Form or online registration (“Brand”). This Agreement is effective as of the earlier of Brand’s execution of an Order Form, acceptance through the Platform, or first use of the Platform (“Effective Date”). 1. Definitions 1.1 “Affiliate” means an entity that controls, is controlled by, or is under common control with a party. 1.2 “Authorized User” means Brand’s employees, contractors, agents, agency users, staffing-firm users, and other individuals authorized by Brand to access the Platform under Brand’s account. External event approvers, e.g. store/venue contacts, without an account are also authorized to access the Platform via time-limited (14-day) magic links. 1.3 “Brand Data” means data, content, listings, schedules, event details, product information, instructions, reports, ratings, communications, and other materials submitted to or through the Platform by or on behalf of Brand or its Authorized Users. 1.4 “Engagement” means any tasting, event, shift, demonstration, staffing assignment, reporting task, or related activity posted, scheduled, accepted, performed, reported, or administered through the Platform. 1.5 “Order Form” means an online or written order, subscription form, statement of work, or other ordering document accepted by Longboard. 1.6 “Platform” means Longboard’s hosted SaaS platform, interfaces, dashboards, workflows, APIs, documentation, and related technology services. 1.7 “Service Provider” means any independent contractor, Brand employee, agency, staffing company, ambassador, representative, subcontractor, or other person or entity that Brand invites, engages, schedules, pays, manages, or otherwise uses in connection with an Engagement. 1.8 “Stripe Services” means payment processing, connected-account onboarding, identity verification, KYC/KYB, settlement, payout, dispute, refund, chargeback, and related services provided by Stripe or its affiliates. 2. Subscription; Monthly Term; Fees 2.1 Subscription. Subject to this Agreement and the applicable Order Form, Longboard grants Brand access to the Platform for a monthly subscription fee. 2.2 Monthly Term. Unless otherwise stated in an Order Form, each subscription term is thirty days beginning on the subscription start date (“Subscription Term”). Brand shall be entitled to one thirty-day trial for which the subscription fee is waived. 2.3 Renewal. Upon completion of the thirty-day trial and a subsequent paid monthly subscription, the subscription shall renew for successive thirty-day terms. Brand shall be entitled to cancel its subscription at the end of a thirty-day subscription period via the Stripe billing portal. 2.4 Subscription Fees. Brand shall be responsible to pay; (1) A monthly subscription fee billed via Stripe (excluding the first month for which the monthly subscription fee is waived); (2) a per-tasting event platform/usage fee (approximately $1-$7 per tasting). The per-tasting fee shall apply during the thirty-day trial; and (3) a platform fee equal to 6.5% or $15 (whichever is greater) of each service fee paid by Brand to a Service Provider. Fees are non-cancelable and non-refundable except as expressly stated in this Agreement. 2.5 Taxes on Longboard Fees. Fees are exclusive of sales, use, excise, VAT, and similar taxes. Brand is responsible for taxes imposed on its purchase or use of the Platform, excluding taxes based on Longboard’s net income. 3. Access Rights and License Grant 3.1 License. During the Subscription Term, Longboard grants Brand a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform solely for Brand’s internal business purposes related to posting, scheduling, administering, and reviewing Engagements. 3.2 Authorized Users. Brand may permit Authorized Users to access the Platform only for Brand’s benefit and only in compliance with this Agreement. Brand is responsible for all acts and omissions of Authorized Users. 3.3 No Implied Rights. Longboard reserves all rights not expressly granted. 4. Account Registration and Administration 4.1 Account Information. Brand shall provide accurate, current, and complete account, billing, tax, compliance, and administrative information. 4.2 Admin Controls. Brand is responsible for designating administrators, managing Authorized User access, removing access when no longer appropriate, and maintaining account security. 4.3 Credentials. Brand shall protect passwords, API keys, and account credentials and promptly notify Longboard of suspected unauthorized access. 5. Acceptable Use Restrictions Brand shall not, and shall not permit any Authorized User to: (a) copy, modify, reverse engineer, decompile, or create derivative works of the Platform; (b) use the Platform to build or benchmark a competing product; (c) interfere with Platform security, integrity, or operation; (d) upload malicious code or unlawful content; (e) use the Platform to violate employment, tax, wage-hour, privacy, consumer protection, food, beverage, alcohol, event, licensing, or other laws; (f) misrepresent any Service Provider’s status, authority, qualifications, or eligibility; (g) use the Platform as a payroll system, stored-value account, wallet, escrow, or money-transmission service; or (h) circumvent Stripe, Longboard fees, or Platform controls. 6. Brand Responsibilities 6.1 Engagement Control. Brand is solely responsible for determining whether to post an Engagement, whom to invite or approve, what work is required, where and when work occurs, what qualifications are required, and whether an Engagement is satisfactorily completed. 6.2 Compliance. Brand is solely responsible for all laws, permits, licenses, store/event rules, product-sampling requirements, insurance, safety rules, age restrictions, food/beverage rules, alcohol rules, and third-party venue requirements applicable to Brand’s products and Engagements. 6.3 Instructions. Brand shall ensure that instructions, product claims, scripts, promotional materials, and reporting requirements are accurate, lawful, and appropriate. 6.4 Insurance. Brand shall maintain commercially reasonable insurance for its operations and Engagements, including commercial general liability and, where applicable, workers’ compensation, employer’s liability, auto, product liability, liquor liability, and coverage required by venues or law. 7. Service Provider Engagements 7.1 Brand Relationship. Service Providers are engaged, retained, employed, contracted, supervised, paid, or otherwise used by Brand or Brand’s agency/staffing partners, not by Longboard. 7.2 No Longboard Employment Role. Longboard does not hire, employ, recruit, screen, train, supervise, discipline, direct, control, terminate, or provide benefits to Service Providers. 7.3 Independent Contractors. If Brand treats a Service Provider as an independent contractor, Brand is solely responsible for determining that classification and satisfying all related contracting, onboarding, tax, insurance, and reporting obligations. 7.4 Employees. If Brand uses Brand employees, Brand shall compensate them through Brand’s payroll and shall not use the Platform or Stripe Services as a wage-payment, payroll, overtime, withholding, benefit, or employment-record system. 7.5 Agencies and Staffing Firms. If Brand uses an agency or staffing company, Brand is solely responsible for contracting with that entity and ensuring that the entity satisfies payroll, employment, workers’ compensation, tax, benefit, licensing, insurance, and compliance obligations for its personnel. 7.6 No Staffing Company. Longboard is not a staffing company, employer of record, professional employer organization, payroll provider, labor contractor, temporary-help agency, employment agency, or placement agency. 7.7 No Agency. No Service Provider has authority to bind Longboard or act as Longboard’s agent, representative, employee, or partner. 8. Payment Processing; Stripe; No Custody 8.1 Payment Relationship. Any compensation owed to a Service Provider for an Engagement is owed solely by Brand to that Service Provider or to the applicable agency/staffing company. Longboard is not a party to, guarantor of, or obligor under any such payment obligation. 8.2 Stripe Processing. Payments initiated through the Platform are processed through Stripe Services and are subject to Stripe’s applicable terms. Brand authorizes Stripe to charge Brand’s payment method for Service Provider compensation and Longboard platform fees shown in the Platform or Order Form. 8.3 Connected Accounts. Brand and applicable Service Providers may be required to create or maintain Stripe connected accounts and provide information requested by Stripe for onboarding, identity verification, KYC/KYB, underwriting, sanctions screening, tax reporting, dispute handling, or compliance. 8.4 Direct-Charge Structure. Unless Longboard approves a different configuration in writing, payment transactions intended for Service Provider compensation will be structured so that the applicable Service Provider or service entity is the settlement-side connected account, and Longboard receives only its platform/application fee. 8.5 No Custody or Money Transmission. Longboard provides software tools for posting, scheduling, confirmations, reporting, and administrative workflows. Longboard does not receive, hold, store, escrow, custody, control, maintain, or transmit funds owed to Service Providers. Longboard does not maintain stored value, wallets, customer balances, FBO accounts, payroll balances, or accounts for the benefit of Brand or Service Providers. 8.6 No Payment Guarantee. Longboard does not guarantee payment, payout timing, Stripe availability, charge approval, settlement, refunds, reversals, disputes, chargebacks, or account holds. 8.7 Platform Fee. Longboard’s fee is compensation to Longboard for SaaS access and technology services. Longboard’s receipt of its platform fee does not constitute receipt or custody of Service Provider compensation. 9. Taxes; Reporting; Worker Classification 9.1 Brand Tax Responsibility. Brand is solely responsible for determining and satisfying any Form W-9, Form 1099-NEC, Form 1099-MISC, Form W-2, payroll tax, withholding, backup withholding, unemployment insurance, workers’ compensation, benefits, state reporting, or similar obligation arising from Brand’s engagement, employment, contracting, or payment of Service Providers. 9.2 1099-K Exception. Nothing in this Agreement limits any Form 1099-K obligation of a payment settlement entity required by law to report payment-card or third-party-network transactions. 9.3 No Longboard Tax Reporting Duty. Brand shall not rely on Longboard to prepare, file, or furnish tax forms for Service Providers unless Longboard expressly agrees in a separate written tax-reporting addendum. 9.4 Classification. Brand is solely responsible for worker classification under federal, state, and local law. Brand shall not take any position inconsistent with Longboard’s role as a software provider. 10. Data Privacy and Security 10.1 Brand Data. As between the parties, Brand owns Brand Data. Brand grants Longboard a non-exclusive right to host, use, process, transmit, display, and disclose Brand Data as necessary to provide and improve the Platform, administer accounts, prevent fraud, support payment workflows, comply with law, and enforce this Agreement. 10.2 Consents. Brand shall obtain all notices, consents, permissions, and rights necessary for Longboard and Stripe to process Brand Data and Service Provider information. 10.3 Security. Longboard shall maintain commercially reasonable administrative, technical, and physical safeguards for the Platform. 10.4 Security Incidents. Longboard shall notify Brand of unauthorized access to Brand Data as required by applicable law and reasonably cooperate in investigation and remediation. 10.5 Sensitive Data. Brand shall not upload Social Security numbers, government IDs, payment-card numbers, health information, biometric data, or other sensitive information unless expressly supported by the Platform and authorized by Longboard in writing. Service Providers will upload sensitive data which shall be governed by the terms of the privacy policy. 11. Intellectual Property 11.1 Longboard IP. Longboard owns the Platform, software, workflows, interfaces, documentation, templates, analytics, aggregated/de-identified data, usage data, know-how, and all related IP. 11.2 Feedback. Brand may provide feedback. Longboard may use feedback without restriction or obligation. 11.3 Brand Materials. Brand owns Brand trademarks, product materials, and Brand Data. Brand grants Longboard the right to use Brand’s name and marks to provide the Platform and identify Brand as a customer unless Brand opts out in writing. 12. Confidentiality 12.1 Confidential Information. “Confidential Information” means nonpublic information disclosed by one party that is marked confidential or reasonably should be understood as confidential given its nature and circumstances, including business, technical, financial, product, security, pricing, and customer information. 12.2 Exclusions. Confidential Information does not include information that is public without breach, already known without restriction, independently developed without use of the disclosing party’s information, or lawfully received from a third party. 12.3 Obligations. The receiving party shall use Confidential Information only to perform under this Agreement and protect it using reasonable care. 12.4 Compelled Disclosure. The receiving party may disclose Confidential Information if required by law, provided it gives prompt notice where legally permitted. 12.5 Equitable Relief. Unauthorized disclosure may cause irreparable harm, and the disclosing party may seek injunctive relief. 13. Warranties and Disclaimers 13.1 Mutual Warranty. Each party represents it has authority to enter this Agreement. 13.2 Brand Warranty. Brand represents that Brand Data, Engagements, products, instructions, and use of Service Providers will comply with applicable law. 13.3 Disclaimer. The Platform is provided “as is” and “as available.” Longboard disclaims warranties of merchantability, fitness for a particular purpose, noninfringement, uninterrupted operation, worker availability, worker quality, Engagement completion, payment success, tax outcome, or regulatory outcome. 14. Indemnification 14.1 Brand Indemnity. Brand shall defend, indemnify, and hold harmless Longboard and its affiliates from claims arising out of: Brand Data; Engagements; products or product claims; Brand’s use of Service Providers; worker classification; employment, payroll, wage-hour, tax, benefits, unemployment, workers’ compensation, agency/staffing, or labor claims; payment disputes; Brand’s violation of law; or Brand’s breach of this Agreement. 14.2 Longboard IP Indemnity. Longboard shall defend Brand against third-party claims alleging the Platform infringes U.S. IP rights and indemnify awarded damages, except to the extent arising from Brand Data, modifications, misuse, third-party services, or combinations not provided by Longboard. 14.3 Procedure. The indemnified party shall promptly notify the indemnifying party of any claims, allow the indemnifying party to control the defense, and reasonably cooperate with the indemnifying party in the defense. No settlement may impose liability or admission on the indemnified party without its consent. 15. Limitation of Liability 15.1 Damages Exclusion. Except for Excluded Claims, neither party is liable for indirect, incidental, special, consequential, exemplary, punitive, or lost-profit damages. 15.2 Cap. Except for Excluded Claims, each party’s aggregate liability is limited to the fees paid or payable to Longboard under the applicable Order Form during the 12 months before the event giving rise to liability. 15.3 Excluded Claims. “Excluded Claims” means Brand payment obligations, Brand indemnity obligations, misuse of Longboard IP, confidentiality breaches, data-security breaches caused by a party’s willful misconduct, fraud, and liabilities that cannot be limited by law. 16. Termination; Suspension 16.1 Suspension. Longboard may suspend access for nonpayment, security risk, suspected unlawful use, Stripe/account risk, or material breach. 16.2 Termination for Cause. Either party may terminate for material breach not cured within 30 days after notice. Longboard may terminate immediately for unlawful use, payment circumvention, or conduct creating material regulatory, security, or platform risk. 16.3 Effect. Upon termination, Brand’s access ends, unpaid fees become due, and Brand remains responsible for all Engagement, Service Provider, payment, tax, and compliance obligations arising before termination. 16.4 Survival. Sections concerning fees, payment responsibility, no custody, taxes, classification, IP, confidentiality, indemnity, limitations, dispute resolution, and general terms survive. 17. Governing Law; Venue; Dispute Resolution 17.1 Wisconsin Law. This Agreement is governed by Wisconsin law, without regard to conflict-of-law rules that would apply another jurisdiction’s law. 17.2 Good-Faith Escalation. Before filing suit, the parties shall attempt in good faith to resolve disputes through executive-level discussions, except for requests for injunctive relief, payment collection, confidentiality, IP, data-security, or unauthorized-use claims. 17.3 Exclusive Venue. The state courts located in Waukesha County, Wisconsin and the federal courts in the Eastern District of Wisconsin have exclusive jurisdiction over disputes arising out of or relating to this Agreement. Each party consents to personal jurisdiction and waives objections to venue and forum non conveniens. 17.4 Injunctive Relief. Either party may seek temporary, preliminary, or permanent injunctive relief in any court of competent jurisdiction to protect IP, Confidential Information, data, accounts, or Platform security. 18. General 18.1 Independent Contractors. The parties are independent contractors. This Agreement does not create a partnership, joint venture, fiduciary, employment, franchise, agency, payroll, escrow, trust, or money-transmission relationship. 18.2 Assignment. Brand may not assign this Agreement without Longboard’s written consent, except to a successor in a merger or sale of substantially all assets that assumes this Agreement. 18.3 Subcontractors. Longboard may use subcontractors and service providers, including hosting, analytics, support, and payment providers, but remains responsible for its contractual obligations. 18.4 Notices. Notices must be sent to the addresses in the Order Form or account records and are effective upon receipt, except email notices are effective when sent unless bounced. 18.5 Force Majeure. Neither party is liable for delay or failure caused by events beyond reasonable control, except payment obligations. 18.6 Severability. If a provision is unenforceable, it will be modified only to the minimum extent necessary to make it enforceable, unless modification is prohibited by law, in which case it will be severed and the remainder remains effective. 18.7 Order of Precedence. If documents conflict: Order Form, data-processing/security addendum, this Agreement, then Platform documentation. 18.8 Entire Agreement. This Agreement and applicable Order Forms are the entire agreement and supersede prior discussions. 18.9 Electronic Acceptance. Brand agrees that electronic signatures, click-through acceptance, account registration, or Platform use constitute acceptance.