NOTE: YOU ARE CONCLUDING A LEGALLY BINDING AGREEMENT
1. About the ModelWire Network Site
The ModelWire Network website is a social networking siteoperated by Casting Networks, Inc. (“Casting Networks,” “we,” “our,” “us”)that providesa range of content hosting and communication services,and seeksto connect actors, directors, writers, models and other artists andagents, managers, casting directors, and other professionals rendering professional services in motion picture, theatrical, radio, television and other entertainment enterprisesto help them further their careers. The ModelWire Network website, ModelWireNetwork.com, (“MWN Site”), and other related interactive properties and applications enabling you to access the MWN Website (collectively along with the MWN Site, the “MWN Applications”), and related services are designed to support this goal by helping users make connections, share information, find projects for work and to develop projects within a network of industry professionals. Our “Services” include features, content and functionality offered by us from time to time in connection with the MWN Applications.
A “Visitor” is someone who accesses and browses through the Site. A “Member” is someone who has registered with the Site. Valid and accurate completion of the registration process leads to “Membership.” Visitors and Members are referred to collectively as “Users.”
In order to use or purchase certain Services or access specific portions of the MWN Applications, you may be required to download content, software, and/or required to agree to additional terms and conditions. Unless otherwise expressly set forth in any such additional terms and conditions applicable to the specific Services or MWN Applicationin which you choose to participate, those additional terms are hereby incorporated into this Agreement. You agree to abide by such other terms and conditions, including, where applicable, representing that you are of sufficient legal age to use or participate in such service or feature. If there is a conflict between these Terms and any additional terms posted for or applicable to a specific Service or portion of the MWN Applications, the additional terms shall control with respect to your use of such specific Service or portion of the MWN Applications.
3. Updates to this Agreement
4. You may use the Site:
- as an actor, model, dancer, voice talent or other artist (“Talent”);
- as a band or performance troupe of two or more members (a “Group”);
- as the professional representative (e.g. a talent agent or manager) of a touring or display property such as a car, an animal such as a cat or dog, a Talent, or a Group; or as a casting director; or on behalf of a company or other legal entity such as an agency, management company, casting director, or production company (each, an “Industry Professional Entity”)
If you are using the Site on behalf of an Industry Professional Entity or other organization, which may have a separate agreement with us, you are nevertheless individually bound by this Agreement as an individual User.
To be eligible for Membership, you must meet the following criteria and you represent and warrant that you:
- are of the age of majority in your country of residence; or
- are Talent, a Group, or an Industry Professional Entity meeting the criteria established by us to qualify for membership as set forth in this Agreement or in any legal notice; or
- are the Registering Adult (as defined in “Special Note About Minors”) registering as that Minor’s parent or legal guardian and maintaining a Membership on behalf of the minor;
- are not currently restricted from using the Services or not otherwise prohibited from being a User;
- have full power and authority to enter into this Agreement either on your behalf or on behalf of the Talent, Group, or Industry Professional Entity you represent, and doing so will not violate any other agreement to which you are a party or any applicable law;
- are not a competitor of Casting Networks or are not using the Site for reasons that are in competition with Casting Networks or the MWN Applications;
- will respect and not violate any rights of Casting Networks, including Casting Networks’ copyrights, trademark rights, and other intellectual property rights; and
- are solely responsible for any and all equipment, software, and Internet access necessary to use the MWN Applicationsand any associated costs.
6. Registration individually or on behalf of another individual or entity:
During the Membership registration process, you will be prompted to provide personal information that allows us to know who you are, such as your full name, age, street address, email address and phone number, as well as additional optional information such as height, weight, racial and/or ethnic background, and pictures (collectively, “Registration Information”).
By using the MWN Applications, you represent and warrant that all Registration Information you submit is truthful, accurate, current and complete and you will maintain the accuracy of such Registration Information by updating and revising it promptly.
In the event you are an Industry Professional Entity providing Registration Information on behalf of Talent (that is, any actor, director, writer, model or other artist you represent or on whose behalf you work), you warrant and represent that you have full authority to represent such Talent and provide us with the Registration Information and any other personally identifying information of such Talent, including a valid parent/guardian authorization where required by law.
You authorize Casting Networks to make any inquiries, either directly or through third parties, that we consider necessary to validate your Registration Information. Casting Networks reserves all rights to take legal action against anyone who provides inaccurate, false or incomplete personal information or is otherwise untruthful about their identity, and to suspend or cancel a Membership established using such information. Notwithstanding the foregoing, you acknowledge that Casting Networks cannot guarantee the accuracy of any information submitted by any User of the MWN Applicationsincluding any identity information about any User.
SPECIAL NOTE ABOUT THE REGISTRATION OF MINORS
We do not allow users under the age of 13 to register,nor do we allow users between the ages of 13 and 17 (“Youth”) to directly establish their own profiles on the MWN Applicationswithout their parent’s or legal guardian’s (the “Registering Adult’s”) permission. Youth members may post profiles on the MWN Applications only if they are permitted to do so by a Registering Adult who has completed registration on their behalf and who maintains the profile on their behalf. If we become aware that a profile has been established for a Youth without a Registering Adult, we will take steps to terminate such profile and remove any corresponding information.
We reserve the right, without the obligation, to add special protections, including tracking and recording visits/views, for Youth accounts for security purposes. A Youth Account may be deactivated, and the corresponding Membership and profile terminated without warning, if the account holder is unable to provide us with satisfactory evidence that a Youth account is maintained by a legitimate Registering Adult.
7. Membership security and unauthorized use
You are fully responsible for all activities conducted through your Membership. During the registration process you will also be asked to choose a password. You are entirely responsible for maintaining the security of your password. You agree not to use another Member’s account or password at any time, not to let an unauthorized third party use your membership, and not to disclose your password information to any unauthorized third party. You agree to notify us immediately if you suspect any unauthorized use of your Membership or access to your password. Your disclosure of your password to any other person is entirely at your own risk.
8. Access to and use of the MWN Applications
Ability to access
Subject to your compliance with this Agreement, we grant you a limited, revocable, nonexclusive, non-assignable, non-sublicenseable right to access through a generally available web browser or mobile device (but not through scraping, spidering, crawling or other technology or software used to access or harvest data without the express written consent of Casting Networks), view information and use the MWN Applications and the Services, as we intend such information, the MWN Applications and the Services to be accessed, viewed and used. We reserve all rights not expressly granted in this Agreement, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in the Site and all related items.
Limitations on access
Casting Networks will allow you access to the MWN Applications as they may exist and be available on any given day, and we have no other obligations, except as expressly stated in this Agreement. We have the right at any time for any reason or no reason to interrupt availability of some or all aspects of the MWN Applications, suspend or terminate your Membership per the section on “Suspension and termination”, terminate this Agreement, and/or modify, replace, refuse access to, suspend or discontinue any and all current or future access to and use of the MWN Applications or the Services in whole or in part, or change or modify our Services in our sole discretion, without notice or liability to you.
Content in your account
We reserve the right to withhold, remove and or discard any Content available as part of your Membership account, including your profile, with or without notice, for any reason in our sole discretion. For avoidance of doubt, Casting Networks has no obligation to store, maintain or provide you a copy of any content that you or other Users provide when using the MWN Applications.
9. Notifications and the right to contact you
For purposes of notifications about the MWN Applications to you, notice shall consist of an email from Casting Networks to the email address associated with your Membership account. You acknowledge that when you provide us with information in connection with a particular activity or otherwise sign up for our services or provide any contact information, including an email address or telephone number in connection with that activity, product or service (“Contact Information”), you agree that this action constitutes a purchase or inquiry establishing a business relationship with us. You expressly consent to our communicating with you about our Services using the Contact Information you provided to us. You also attest that you have the legal authority over any telephone number you provide to us and can provide us with the authorization to contact you. This means we may contact you, in person or by recorded message, by e-mail, telephone and/or mobile telephone number (including use of automated dialing equipment), text (SMS) message, or any other means of communication that your wireless or other telecommunications device may be capable of receiving. If you are an agent or representative, or the Responsible Adult for any individual for whom you have provided us with Contact Information, you also attest that you have the authorization from that individual to grant us the rights granted herein and agree to indemnify us and hold us harmless from any losses, costs, expenses, damages, fines and/or penalties including reasonable attorneys’ fees, arising out or in connection with your failure to have the proper authorization from the individual you claim to represent.
10. Non-commercial use
The MWN Applications are for the personal use of Users and may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us. Illegal and/or unauthorized use of the MWN Applications, including collecting names and/or email addresses of Users by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the MWN Applications is prohibited. Commercial advertisements, affiliate and third party links, and other forms of solicitation may be removed from Member profiles without notice and may result in termination of Membership, in our sole discretion. Appropriate legal action may be taken for any illegal or unauthorized use of the MWN Applications.
11. Links to Third Party Sites
The MWN Applications may include links to third party websites (“Third Party Sites”). You are responsible for deciding whether you want to access or use a Third Party Site. Casting Networks is not responsible for and does not endorse any features, content, advertising, products or other materials on or available from Third Party Sites.
12. Ownership of MWN Applications and Content
Access to content on the MWN Applications
You acknowledge that: (i) by using the Site you may have access to pictures, digital images, graphics, music, video, audio, text, computer code and other creative output (collectively, “Content”); and (ii) this Content includes Content owned or licensed by Casting Networks (“Casting Networks Content”), or owned or licensed by Users (“User Content”).
You acknowledge that Casting Networks, Casting Networks’ licensors, and Users have rights in their respective Content under copyright and other applicable laws and treaty provisions, and that except as described in this Agreement, such rights are not licensed or otherwise transferred to you by mere use of the MWN Applications or a given Service. You accept full responsibility and liability for your use of any Content in violation of any such rights.
Casting Networks may choose, but has no obligation, to pre-screen or monitor the MWN Applications or the Services for inappropriate User Content or conduct at any time, and it may delete any User Content that violates these Terms, as determined by Casting Networks in its sole discretion. However, if Casting Networks chooses to pre-screen or monitor User Content, Casting Networks nonetheless assumes no responsibility for such User Content, no obligation to modify or remove any inappropriate User Content, and no responsibility for the conduct of the User submitting any such User Content.
You understand that when using the MWN Applications, you will be exposed to Content from a variety of sources, and that Casting Networks is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Content. You further understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent, objectionable, or that contains errors or omissions, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Casting Networks with respect thereto. Casting Networks makes not representation whatsoever regarding the accuracy of any Content at any time.
Our ownership rights
All right, title and interest in and to the MWN Applications and Services is and will remain the exclusive property of Casting Networks and its licensors. We hereby grant you a limited, revocable, non-sublicenseable license to reproduce and display the Casting Networks Content (excluding any software code) solely for your personal use in connection with accessing and using the MWN Applications and Services. Casting Networks reserves all rights not expressly granted in and to the Casting Networks Content and the MWN Applications. Any feedback, comments, ideas, concepts or suggestions (“Feedback”) you may provide regarding the MWN Applications or Services is entirely voluntary, and we will be free to use such Feedback for any purpose whatsoever, in any media, throughout the world and in perpetuity, and without any compensation, attribution or other obligation to you.
Your ownership of Content
You retain copyright and other intellectual property rights with respect to your User Content that you submit or transmit to or display on or through the MWN Applications or any Service, to the extent that you have such rights under applicable law. You may request the deletion of your User Content at any time by using the tools on the MWN Applications to do so; however, if you have shared User Content with others, through the MWN Applications Casting Networks has no control over any third parties use of that Content. Further, you acknowledge that removed Content may persist in backup copies for recordkeeping and internal purposes including enforcing these Terms.
By submitting, transmitting, or displaying your Content to or through the MWN Applications, you automatically grant (and you represent and warrant that you have the right to grant) to Casting Networks a worldwide, sublicenseable, assignable, perpetual, irrevocable, non-exclusive, royalty-free, unlimited right and license to use, reproduce, publish, distribute, publicly display and perform, reformat, modify and delete your User Content solely in connection with the MWN Applications and only as long as you are a Member (“License”). This License will enable each User of the MWN Applications to access your User Content as permitted through the functionality of the MWN Applications and under these Terms. This License includes the right to modify or adapt your User Content in order to transmit, display or distribute it over computer networks, in various media and to devices but does not give us the right to use your User Content outside of the MWN Applications of as is contemplated by the functionality of the MWN Applications and you retain the copyright to your User Content and the right to delete it from the MWN Applications at any time.
By providing User Content to us you represent and warrant that you own such User Content or otherwise have the right to grant us the License set forth in this section; that the User Content is accurate and not confidential and the submission, transmission, posting and use of your User Content on the MWN Applications is not in violation of any applicable laws or contractual restrictions or other third party rights (including, without limitation, privacy, publicity, and intellectual property rights). and, you are solely responsible for, and Casting Networks will have no liability in connection with your User Content or any other User Content you access through the MWN Applications. Your ownership in your User Content does not confer any rights of access to the MWN Applications nor any rights to Content stored by or on behalf of Casting Networks.
13. Software use restrictions
You acknowledge that any software and related documentation that may be available to download from the MWN Applications (the "Software") is a copyrighted work owned or licensed by a Casting Networks Party (as defined herein), and that you do not acquire any ownership rights by downloading the software. You agree that your use of the Software is governed by these Terms and is also governed by the terms of the license agreement, if any, that accompanies or is included with the Software (the "License Agreement"). Except as set forth in the applicable License Agreement, any further copying, reproduction or redistribution of the Software is expressly prohibited. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS SET FORTH IN THE LICENSE AGREEMENT, THE SOFTWARE IS PROVIDED TO YOU ON AN "AS-IS" AND "WHERE-IS" BASIS, AND ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE DISCLAIMED.
14. Digital Millennium Copyright Act (United States Only)
Our policy is to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act (“DMCA”) 17 U.S.C. Sec. 512. Copyright-infringing materials found on the MWN Applications can be identified and removed via Casting Networks’ DMCA compliance process listed below and you agree to comply with such process in the event you are involved in any claim of copyright infringement to which the DMCA may be applicable.
If you believe in good faith that a User has infringed your copyright(s), you can request that we take down the infringing material(s) by following the steps in this DMCA compliance process. Please note that we do not make any legal decisions about the validity of your claim.
When a clear and valid DMCA Notice is received pursuant to the guidelines set forth below, we will respond by either taking down the allegedly infringing content (“Allegedly Infringing Content”) or blocking access to it. We may contact the DMCA Notice provider to request additional information.
Under the DMCA, we are required to take reasonable steps to notify the entity who posted the Allegedly Infringing Content (“Alleged Infringer”). The Alleged Infringer is allowed under the law to send us a counter-notification as instructed below (“Counter-Notice”). On receiving a Counter-Notice, we may restore the Allegedly Infringing Content unless we receive notice from the original Notice provider that a legal action has been filed seeking a court order to restrain the Alleged Infringer from engaging in the allegedly infringing activity.
Anyone making a false or fraudulent DMCA Notice or Counter-Notice may be liable for damages under the DMCA, including costs and attorney’s fees. If you are unsure of whether certain material infringes your copyright, contact an attorney.
Filing a DMCA notice
To file a DMCA Notice with Casting Networks, you must send us a written letter by fax or regular mail only (not by email, except by prior agreement). We reserve the right to ignore a DMCA Notice that is not in compliance with the DMCA.
Your DMCA Notice must:
Identify specifically the copyrighted work(s) you believe has/have been infringed (for example, “My copyrighted work is an image that appears at [list profile where material is located].”);
Identify the Content that you claim is infringing on your copyrighted work. You must provide information reasonably sufficient to enable us to locate the item on the MWN Applications. You should provide clear screenshots of the Allegedly Infringing Materials (this is for identification purposes only, not to “prove” your claims). The information provided should be as detailed as possible;
Provide information sufficient to permit us to contact you directly: your name, street address, telephone number, and email (if available);
If possible, provide information sufficient to permit us to notify the Alleged Infringer (email address preferred);
Include the following statement: “I have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.”;
Include the following statement: “I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.”;
The DMCA Notice must be signed (electronically or physically) by the copyright owner or the person authorized to act on behalf of the copyright owner;
The DMCA Notice must be sent to our DMCA designated agent at the following address:
CASTING NETWORKS INC
3250 WILSHIRE BLVD STE 1800
LOS ANGELES CA 90010 USA
Or fax to 323-462-8524, Attention: DMCA NOTICE.
Filing a counter-notice
If your material has been removed or blocked by us as a result of a DMCA Notice, you may send us a Counter-Notice pursuant to Sections 512(g)(2) and (3) of the DMCA asking for the Allegedly Infringing Material to be restored. To file a Counter-Notice with us, you must send us a written letter by fax or regular mail only (not by email, except by prior agreement).
When we receive the Counter-Notice, we will send a copy of the Counter-Notice to the party who originally requested the removal of the Allegedly Infringing Material and we will reinstate the Allegedly Infringing Material, unless that party obtains a court order supporting removal of the Allegedly Infringing Material. We reserve the right to ignore a Counter-Notice that is not in compliance with the DMCA.
Your Counter-Notice must:
Describe and list all material(s) that were removed by Casting Networks and the location at which the material(s) appeared before it/they was/were removed. Please provide the specific profile or other unique identifying information so that we may have reasonably sufficient information to identify the item(s). The information provided should be as detailed as possible;
Provide your name, address, telephone number and email address (if available);
State that you consent to the jurisdiction of the U.S. Federal District Court for the judicial district in which your address is located, or for Los Angeles County, California if your address is outside of the United States;
State that you will accept service of process from the person (or an agent of such person) who provided the DMCA Notice to us;
Include the following statement: “I swear under penalty of perjury, that I have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.”;
The Counter-Notice must be signed (electronically or physically);
The Counter-Notice must be sent to our designated DMCA designated agent at the following address:
DMCA DESIGNATED AGENT
CASTING NETWORKS INC
3250 WILSHIRE BLVD STE 1800
LOS ANGELES CA 90010 USA
Or fax to 323-462-8524, Attention: DMCA NOTICE.
15. User code of conduct
You agree to abide by the rules of conduct set forth below and other rules prohibiting practices that Casting Networks deems harmful. We reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates this User Code of Conduct or any other part of these Terms, including without limitation, removing the violating Content or communication from the MWN Applications and terminating the Membership of such violators with or without notice (as set forth in Section 17 “Suspension and termination”).
You agree that you shall:
- Use the Services in a professional manner;
- Provide complete and accurate Registration Information to us and update it as necessary;
- Comply with all of the MWN Applications policies as set forth herein, posted on the MWN Applications or provided to you by Casting Networks and applicable laws, including, without limitation, privacy laws, intellectual property laws, decency and obscenity laws, export control laws, tax laws, and regulatory requirements;
You agree that you shall not:
- Take any action or upload, post, e-mail or otherwise transmit Content that infringes or violates any third party rights or violates any law or regulation;
- Impersonate any person or entity without their consent, including, but not limited to, a Casting Networks employee, contractor, agent, or representative or falsely state or otherwise misrepresent your affiliation with a person or entity;
- Transmit, post, or e-mail any misleading or false professional opportunities in your profile or elsewhere on the MWN Applications;
- Abuse the MWN Applications’ messaging services;
- Include information in your profile or elsewhere on the MWN Applications that reveals your or any other individual’s identity or sensitive personal information or information that is confidential in nature, such as government identifiers like Social Security numbers, Tax ID numbers, or Medicare numbers except where you have voluntarily provided it to us in the optional, designated fields for that information or where its collection is required by law.
- Create a Membership profile for anyone unless you have their express authorization to do so or for anyone other than a natural person, except as expressly permitted by the terms of this Agreement;
- Make unauthorized use of any trademarks, service marks, or logos owned by Casting Networks ( “Casting Networks Marks”), including, without limitation, using Casting Networks Marks or confusingly similar marks in any business name, email, or URL, or posting or displaying a Casting Networks Mark or confusingly similar mark on any website without express prior authorization;
- Adapt, modify or create derivative works based on the MWN Applications or technology underlying the Site or Services, or any Content or other materials therein, in whole or part;
- Utilize information, Content or any data you view on and/or obtain from the MWN Applications on any Third Party Site, including, without limitation, to provide any service that is competitive, in Casting Networks’ sole discretion, with the MWN Applications or the Services;
- Attempt to or actually transmit or post a link to another website within your Membership profile or anywhere else on the MWN Applications;
- Take any actions or upload, post, e-mail or otherwise transmit Content that contains any viruses, Trojan horses, worms, spyware, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
- Take any action or upload, post, email or otherwise transmit any Content that would violate any right or duty under any applicable law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- Upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, or promotional materials, including without limitation, promotional materials that are in the nature of “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation that Casting Networks considers in its sole discretion to be of such nature;
- Interfere with or disrupt the MWN Applications or servers or networks connected to the MWN Applications, or disobey any requirements, procedures, policies or regulations of networks connected to the MWN Applications;
- Attempt to or actually override any security component included in or underlying the MWN Applications;
- Attempt to or actually access the MWN Applications or any Member’s Membership account or password, except as expressly permitted by the terms of this Agreement and/or other than through the interfaces provided by the MWN Applications;
- Use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other Services contained in the MWN Applications;
- Collect, use, rent, lease, trade, share or transfer any information, including but not limited to, personally identifiable information, obtained from the MWN Applications or of non-Users, except as expressly permitted in this Agreement or as the owner of such information may expressly permit;
- Take any action or upload, post, e-mail or otherwise transmit Content or any other communication to another User that, as determined by Casting Networks in its sole discretion, causes tort, is harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; and
- Stalk, abuse or attempt to abuse, or otherwise harass, as determined by Casting Networks in its sole discretion, another User or any Casting Networks Party (e.g., a Casting Networks employee). Any violation by you of the terms of the foregoing sentence may result in immediate and permanent suspension or cancellation of your Membership without notice; or
- Engage in any other behavior that Casting Networks, in its sole discretion, deems contrary to its purpose.
Preventing and reporting abuse
You agree that Casting Networks may take whatever steps it deems necessary to abridge, or prevent behavior of any kind on the MWN Applications that violates this Agreement in Casting Networks’ sole discretion, without notice to you.
Casting Networks has a zero-tolerance policy against child pornography, and will terminate and report to the appropriate authorities any User who publishes or distributes child pornography.
You can report any violations of the User Code of Conduct or other abuse on the MWN Applications by emailing email@example.com.
16. Dealing with other Members; limitation of liability
Casting Networks is a service provider, which means, among other things, that we do not control each and every aspect of the MWN Applications. You acknowledge that Casting Networks is a service provider that may offer Users opportunities to interact on and through the MWN Applications regarding topics and content chosen by other Users. Generally, we do not regulate Users’ interactions with the MWN Applications or communications with each other on the MWN Applications. As a result, we have limited control, if any, over the quality, safety, morality, legality, truthfulness or accuracy of various aspects of the MWN Applications.
Communications with Users
You are solely responsible for your interactions with other Users. Casting Networks may limit the number of connections or interactions you may have to and with other Users through the MWN Applications or views of Membership profiles, and may, in certain circumstances, prohibit you from contacting other Users through use of the Services or otherwise limit your use of the Site. Casting Networks reserves the right to terminate your Membership account if we determine, in our sole discretion, that doing so is necessary to enforce this Agreement or to protect its business reputation or Users.
As a condition of access to our MWN Applications, you release Casting Networks, Inc. including its shareholders, partners, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensors and distributors (“Casting Networks Party(ies)”) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any dispute you have or claim to have with one or more Users of the MWN Applications, including any claim against any individual or entity who creates an unauthorized account for you on your behalf.
You understand and agree that: (i) Casting Networks will have the right but not the obligation to assist Users in resolving disputes among Users relating to Users’ use of the MWN Applications; (ii) Casting Networks’ resolution of any particular dispute does not create an obligation to resolve any other dispute; (iii) to the extent Casting Networks elects to assist in resolving such disputes, it will do so in good faith based solely on the general rules and standards of the MWN Applications and will not make judgments regarding the potential claims or provide legal advice; (iii) Casting Networks’ resolution of such disputes will be final with respect to the respective Users’ use of the MWN Applications but will have no other effect on the actions of the Users or their respective claims; and (iv) you hereby release the Casting Networks Parties from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with Casting Networks’ resolution of disputes relating to the MWN Applications.
17. Suspension and termination
How to terminate your Membership account
This Agreement shall remain in full force and effect while you use the MWN Applications or are a Member. You may cancel your Membership at any time, for any reason, by contacting us at firstname.lastname@example.org.
Misuse of the Services
Casting Networks may restrict, suspendorterminate the account of any User who violates these Terms or otherwise abuses or misuses the MWN Applications and/or for any or no cause, without warning. Such restriction, suspension, or termination, shall be effective immediately or as may be specified in any notice. If a User is placed on probation or temporarily suspended and the User is believed to have re-registered or attempted to have re-registered with the MWN Applications (including under a new name) that User may be permanently barred from the MWN Applications without recourse.
Casting Networks has adopted a policy of permanently barring without recourse and/or terminating accounts of Users who, in Casting Networks’ sole discretion:
- Falsely represent that they are a talent agent, talent manager, casting director or other Industry Professional Entity; or
- Are deemed to be repeat infringers under the United States Copyright Act.
In addition, Casting Networks may block access to the MWN Applications or Services from an IP address or range of IP addresses associated with those of terminated Users.
18. Dispute Resolution
In the event a dispute arises between you and Casting Networks, we want to provide you with an efficient, neutral and cost-effective means of resolving the dispute. To this end, you and Casting Networks agree to resolve any claim or controversy at law or in equity that arises from or relates to this Agreement or our Site (a “Claim”) in accordance with the subsections below.
This Agreement and the relationship between you and Casting Networks shall be governed in all respects by the laws of the State of California without regard to conflict of law principles
No injunctive relief
In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the MWN Applications, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the MWN Applications or any Content or other material used or displayed through the MWN Applications.
Notice of claims
You agree to give Casting Networks no less than 60 days’ notice of your intention to file any Claim, in order that you and Casting Networks may attempt to settle such Claim outside of formal court or arbitration proceedings.
Instead of Suing in Court, You and Casting Networks Each Agree To Arbitrate Disputes On A Bilateral (Individual) Basis.
YOU AND CASTING NETWORKS AGREE THAT ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF, CONNECTED WITH OR RELATING TO THESE TERMS, ANY CONTRACT, TORT, STATUTUE, THE RELATIONSHIP AMONG THE PARTIES, OR USERS OR OTHERWISE RELATING TO THE MWN APPLICATIONS OR SERVICES ("CLAIMS") WHICH CANNOT BE SETTLED BY MUTUAL AGREEMENT OF THE PARTIES, SHALL BE RESOLVED BY ONE ARBITRATOR THROUGH BINDING ARBITRATION. This Agreement to arbitrate is intended to be broadly interpreted. It includes, but is not limited to claims arising out of or relating to any aspect of the relationship between you and Casting Networks, including but not limited to any claims related to your use the MWN Applications or Services, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. However, just as a court would, the arbitrator must honor the terms and limitations in these Terms and can award damages and relief, including any attorneys’ fees authorized by law. The arbitrator’s decision and award is final and binding, with some exceptions under the Federal Arbitration Act, 9 U.S.C. 1, et seq., and judgment on the award may be entered in any court with jurisdiction. YOU AGREE THAT, BY AGREEING TO THESE TERMS, YOU AND CASTING NETWORKS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION.
We each also agree as follows:
· The Federal Arbitration Act, 9 U.S.C. 1, et seq. (the “FAA”) governs the interpretation and enforcement of this agreement to arbitrate. The FAA’s provisions, not state law, govern all questions of whether a dispute is subject to arbitration.
· Unless otherwise agreed to by you and Casting Networks in writing, the arbitration will be governed and conducted by JAMS before a single arbitrator from JAMS, or another established alternative dispute resolution (“ADR”) provider, chosen by Casting Networks, who is licensed to practice law. The arbitration proceeding will be located in Los Angeles, California or New York, New York, at the election of Casting Networks, and will be conducted in accordance JAMS rules, including the selection of an arbitrator, filing, administration, discovery and arbitrator fees will be conducted under JAMS Comprehensive Arbitration Rules & Procedures, except as modified by this Agreement or otherwise agreed to by you and Casting Networks in writing. The JAMS rules are available on its website at www.jamsadr.com. To the extent that this Dispute Resolution section of the Agreement conflicts with JAMS’s minimum standards for procedural fairness, the JAMS’ rules and/or minimum standards for arbitration procedures in that regard shall control. HOWEVER, NOTHING IN THIS PARAGRAPH SHALL REQUIRE OR ALLOW YOU OR CASTING NETWORKS TO ARBITRATE ON A CLASSWIDE OR CONSOLIDATED BASIS.
· Neither party shall sue the other party other than as provided herein or for enforcement of this clause or of the arbitrator’s award; any such suit may be brought only in Federal District Court for the District or, if any such court lacks jurisdiction, in any state court that has jurisdiction. The arbitrator, and not any federal, state, or local court, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, unconscionability, arbitrability, enforceability or formation of this Agreement including any claim that all or any part of these Terms are void or voidable. However, the preceding sentence shall not apply to the clause entitled “Class Action Waiver.”
· Any claim or action for indemnification, contribution, interpleader or injunctive relief arising out of a Claim shall not be subject to arbitration.
· This agreement to arbitrate is intended to be broadly interpreted. It includes, but is not limited to Claims arising out of or relating to any aspect of the relationship between you and Casting Networks, including but not limited to any claims related to your use of MWN Applications or Services provided under this Agreement, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory. The Federal Arbitration Act, 9 U.S.C. 1, et seq. (the “FAA”) governs the interpretation and enforcement of this agreement to arbitrate. The FAA’s provisions, not state law, govern all questions of whether a dispute is subject to arbitration.
· THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. However, just as a court would, the arbitrator must honor the terms and limitations in the Agreement and can award damages and relief, including any attorneys’ fees authorized by law. The arbitrator’s decision and award is final and binding, with some exceptions under the Federal Arbitration Act, 9 U.S.C. 1, et seq., and judgment on the award may be entered in any court with jurisdiction. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND CASTING NETWORKS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION.
Class Action Waiver
Any Claim must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding (“Class Action”). The parties expressly waive any ability to maintain any Class Action in any forum. The arbitrator shall not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. YOU UNDERSTAND THAT YOU WOULD HAVE HAD A RIGHT TO LITIGATE THROUGH A COURT, TO HAVE A JUDGE OR JURY DECIDE YOUR CASE AND TO BE PARTY TO A CLASS OR REPRESENTATIVE ACTION, HOWEVER, BY AGREEING TO THESE TERMS AND USING THE SERVICES YOU UNDERSTAND AND CHOOSE TO HAVE ANY CLAIMS DECIDED INDIVIDUALLY, THROUGH ARBITRATION. IF FOR SOME REASON THE PROHIBITION ON CLASS ARBITRATIONS SET FORTH ABOVE CANNOT BE ENFORCED, THEN THE AGREEMENT TO ARBITRATE WILL NOT APPLY. If for any reason a claim proceeds in court rather than through arbitration, you and Casting Networks agree that there will not be a jury trial. You and Casting Networks unconditionally waive any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement in any way. In the event of litigation, this paragraph may be filed to show a written consent to a trial by the court.
19. Disclaimers of warranty
Some jurisdictions do not allow the disclaimer of implied terms in contracts with consumers and, as a result, the contents of this section may not apply to you.
No liability for accumulated Content
When using the MWN Applications, you may accumulate Content that resides as data on Casting Networks’ servers. This data, and any other data, Membership history and User names residing on Casting Networks’ servers may be deleted, altered, moved or transferred at any time for any reason in Casting Networks’ sole discretion.
You acknowledge that, notwithstanding any copyright or other rights you may have with respect to Content you upload, transmit, display and/or create using the Site, and notwithstanding any value attributed to such Content or other data by you or any third party, CASTING NETWORKS DOES NOT PROVIDE OR GUARANTEE, AND EXPRESSLY DISCLAIMS (SUBJECT TO ANY UNDERLYING INTELLECTUAL PROPERTY RIGHTS IN THE CONTENT), ANY VALUE, CASH OR OTHERWISE, ATTRIBUTED TO ANY DATA RESIDING ON CASTING NETWORKS’ SERVERS.
You understand and agree that Casting Networks has the right, but not the obligation, to remove any Content (including your User Content) in whole or in part at any time for any reason or no reason, with or without notice and with no liability of any kind.
The Site is provided “As Is”
Casting Networks provides the MWN Applications and Services strictly on an “AS IS” and “AS AVAILABLE” basis, provided at your own risk, and, to the fullest extent permissible under applicable law, CASTING NETWORKS HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, WRITTEN OR ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Without limiting the foregoing, Casting Networks makes no warranty as to the quality, accuracy, completeness and validity of any information or content you access or receive in connection with the MWN Applications or Services, or that your use of the MWN Applications will meet your requirements. Do not rely on the MWN Applications, any information therein, or its continuation. If you are dissatisfied or harmed by the Site or anything related to the MWN Applications, you may close your account in accordance with the section on “Suspension and termination” and such termination shall be your sole and exclusive remedy.
Casting Networks is not responsible, and makes no representations or warranties for the delivery of any messages sent through the MWN Applications to anyone. In addition, we neither warrant nor represent that your use of the MWN Applications will not infringe the rights of third parties. Any material, service, or technology described or used on the MWN Applications may be subject to intellectual property rights owned by third parties who have licensed such material, service, or technology to us.
Casting Networks does not have any obligation to verify the identity of the persons accessing the MWN Applications or subscribing to the Services, nor does it have any obligation to monitor the use of its Services by other Users; therefore, Casting Networks disclaims all liability for identity theft or any other access to or misuse of your identity or information.
Casting Networks does not guarantee that the MWN Applications will function without interruption or errors in functioning, or be virus-free, or that any errors or defects on the MWN Applications will be corrected. In particular, the operation of the MWN Applications may be interrupted due to maintenance, updates, or system or network failures. Casting Networks disclaims all liability for damages caused by any such interruption or errors in functioning. Furthermore, Casting Networks disclaims all liability for any malfunctioning, impossibility of access, or poor use conditions of the MWN Applications due to inappropriate equipment, disturbances related to internet service providers, to the saturation of the internet network, and for any other reason.
20. Limitations of liability; indemnification
Some jurisdictions do not allow the disclaimer of implied terms in contracts with consumers and, as a result, the contents of this section may not apply to you.
IN NO EVENT SHALL THE CASTING NETWORKS PARTIES OR THEIR RESPECTIVE SUPPLIERS, LICENSORS OR DISTRIBUTORS IN HOSTING, OPERATING OR DELIVERING THE MWN APPLICATIONS OR SERVICES BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES FOR LOST PROFITS, ARISING (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) OUT OF OR IN CONNECTION WITH THE SITE (INCLUDING ITS MODIFICATION OR TERMINATION), YOUR MEMBERSHIP (INCLUDING ITS TERMINATION OR SUSPENSION) OR THIS AGREEMENT, WHETHER OR NOT CASTING NETWORKS MAY HAVE BEEN ADVISED THAT ANY SUCH DAMAGES MIGHT OR COULD OCCUR AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
IN ADDITION, YOU AGREE THAT IN NO EVENT WILL CASTING NETWORKS’ CUMULATIVE LIABILITY TO YOU FOR DIRECT DAMAGES OF ANY KIND OR NATURE EXCEED FIVE TIMES THE MOST RECENT MONTHLY FEE THAT YOU PAID FOR A PAID SERVICE, IF ANY, OR U.S. ONE HUNDRED DOLLARS (U.S. $25.00), WHICHEVER IS GREATER.
You agree to defend, indemnify and hold harmless the Casting Networks Parties for all damages, losses, liabilities, claims, and costs (including, but not limited to, reasonable attorneys’ fees and costs) related to all third party claims, charges, and investigations, arising from, relating to, or caused by (a) your use of the MWN Applications and Services, (b) your failure to comply with this Agreement, including, without limitation, your submission of Content that violates third party rights or applicable laws, and (c) your Membership.
21. Access from outside the United States, export control
This MWN Applications are controlled and operated by Casting Networks from its offices within the United States. Casting Networks makes no representation that materials in the MWN Applications or the Services are appropriate or available for use in other locations, and access to such materials or use of the Services from territories where their contents are illegal is prohibited. Those who choose to access the MWN Applications or the Services from other locations do so on their own initiative and are responsible for compliance with applicable local laws. If you use the MWN Applications or the Services from other locations, you are responsible for compliance with applicable local laws including, but not limited to, the export and import regulations of other countries. Your use of the MWN Applications and Services, including our Software, is subject to export and re-export control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the United States Department of Commerce and sanctions programs maintained by the Treasury Department's Office of Foreign Assets Control. You shall not — directly or indirectly — sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end-user without obtaining the required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving United States origin products, including services or software.
For United States Use Only
The MWN Applications are controlled and operated by Casting Networks from its offices within the State of California, United States of America. We make no representation that any aspect of the MWN Applications or our Services is appropriate or available for use in jurisdictions outside of the United States. Those who choose to access the Site from other locations are responsible for compliance with applicable local laws.
Casting Networks may give notice to you by means of a general notice on the MWN Applications, at or after log-in to your Membership account, by electronic mail to your e-mail address in our records for your Membership, or by written communication sent by first class mail, postage prepaid, or overnight courier to your address on record for your Membership.
All notices given by you, whether or not required under this Agreement, shall be:
- Faxed to Casting Networks, Inc., Attn: Dispute Resolution, at 323-462-8524; or
- Sent by postal mail or courier to us at:
CASTING NETWORKS, INC.
ATTN: DISPUTE RESOLUTION
3250 WILSHIRE BLVD STE 1800
LOS ANGELES CA 90010 USA
Any notices that you provide without compliance with this section on Notices shall have no legal effect.
23. General provisions
These Terms, and policies incorporated herein, are the entire agreement between you and Casting Networks. They supersede any and all prior or contemporaneous agreements between you and Casting Networks relating to your use of the MWN Applications or the Services. Casting Networks may assign these Terms in whole or in part, at any time. If any part of these Terms is determined to be invalid or unenforceable, it will not impact any other provision of these Terms, all of which will remain in full force and effect. Headings in these Terms are for convenience of reference only and shall not affect the interpretation or construction of these Terms The failure of Casting Networks to partially or fully exercise any rights or the waiver of Casting Networks of any breach of these Terms by you, shall not prevent a subsequent exercise of such right by Casting Networks or be deemed a waiver by Casting Networks of any subsequent breach by you of the same or any other term of these Terms. No consent or waiver by Casting Networks under this Agreement shall be deemed effective unless delivered in a writing signed by a duly appointed officer of Casting Networks. Notwithstanding anything else in this Agreement, no default, delay or failure to perform on the part of Casting Networks shall be considered a breach of this Agreement if such default, delay, or failure to perform is shown to be due to causes beyond the reasonable control of Casting Networks. The rights and remedies of Casting Networks under these Terms, its Policies and any other applicable agreement between you and Casting Networks shall be cumulative, and the exercise of any such right or remedy shall not limit Casting Networks' right to exercise any other right or remedy. If any provision of these Terms is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision; and if a court or arbitrator finds the modified provision unlawful, void or unenforceable, the validity, legality and enforceability of the remaining provisions of these Terms will not be affected in any way.
Copyright (c), 2013, Casting Networks, LLC. All rights reserved.