📌 Overview: To maintain operational integrity and legal clarity, all disputes, claims, or legal matters involving KDV ENT 901 LLC shall be handled with the following procedures:
- Governing Law: All agreements, disputes, claims, or other matters arising out of or relating to any engagement with KDV ENT 901 LLC shall be governed by and interpreted in accordance with the laws of the State of Tennessee, United States of America, without regard to conflict of laws principles.
- Exclusive Jurisdiction and Venue: All legal actions, lawsuits, or proceedings shall be instituted exclusively in a state or federal court located in Shelby County, Tennessee. Both parties waive any objections to venue or personal jurisdiction in these courts.
- Mandatory Arbitration Agreement: Before filing any lawsuit, both parties agree to resolve disputes (excluding claims involving injunctive relief or IP violations) through binding arbitration in accordance with the rules of the American Arbitration Association (AAA).
- The arbitration will be conducted in Memphis, Tennessee.
- Each party shall bear its own legal costs and share arbitration fees equally unless otherwise determined by the arbitrator.
- The arbitration decision will be final and enforceable in any court of competent jurisdiction.
- Waiver of Class Action and Jury Trial: All parties waive the right to participate in class-action lawsuits and waive the right to a trial by jury for any dispute related to KDV ENT 901 LLC.
- Non-Disparagement Clause: Each party agrees not to engage in or cause to be made any public statement (including but not limited to social media, interviews, blogs, or public commentary) that may be considered defamatory, disparaging, misleading, or injurious to the other party’s reputation or brand. Violations will be met with immediate legal remedies.
- Injunctive Relief for Brand & IP Protection: KDV ENT 901 LLC reserves the right to pursue immediate injunctive or equitable relief, without the requirement to post bond, in any court of competent jurisdiction, should its:
- Intellectual property (logos, footage, music, proprietary visuals)
- Brand reputation
- Tier system
- Sponsor assets or campaign rollout plans …be infringed, copied, leaked, or unlawfully disseminated in any way.
- Limitation of Liability: KDV ENT 901 LLC shall not be liable for indirect, incidental, consequential, or special damages arising from sponsorship participation. Our maximum aggregate liability for any claim shall not exceed the amount paid by the sponsor under their specific agreement.
- Force Majeure Clause: KDV ENT 901 LLC shall not be held liable for delays or failure to perform caused by events beyond reasonable control, including but not limited to: war, natural disasters, acts of God, pandemic, political restrictions, server outages, or third-party service disruptions.
This clause creates a clear, enforceable framework to resolve disputes fairly, honor jurisdictional protections, and uphold the operational and creative sovereignty of the KDV ENT 901 brand across global activations.