Effective Date – April 12, 2021
THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN A DISPUTE.
I. ABOUT TALENT SYSTEMS
Talent Systems is the parent holding company for multiple subsidiaries that are in the business of talent casting software. Talent Systems provides (1) information regarding, and promotion of, Talent Systems, each of its subsidiaries, and matters related to the subsidiaries’ businesses, (2) a page through ADP.com that allows you to apply for careers at Talent Systems (“Careers Page”), and (3) various ways to contact Talent Systems for various reasons. Our subsidiaries are: Casting Frontier (https://castingfrontier.com/), Casting Networks, LLC (https://corp.castingnetworks.com/), Cast It Systems (https://castitsystems.com/), Cast It Talent (https://www.castittalent.com/), Modasphere (https://modasphere.com/), and Spotlight (https://www.spotlight.com/).
II. SPECIAL NOTE REGARDING MINORS
Minors are not eligible to utilize our Services. Only parents, legal guardians, or other authorized representatives of Users (defined below) who are under the age of majority in the state or country in which they reside (“Minors”) may utilize the Services on behalf of Minors.
III. ACCEPTANCE OF TERMS
Legally Binding Agreement
Updates to Terms
The Terms may change at any time. Talent Systems will post the most current version on or via a link on the applicable Service with a new Effective Date. Changes are effective from the Effective Date. Your continued access or use of the Services after we post changes to the Terms signifies your agreement to those changes. If you do not agree to any updated Terms, you must discontinue accessing and/or using the Services.
Contact and Electronic Communications
By accessing or using the Services, you consent to having these Terms provided to you in electronic form and that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirements that such communications be in writing. You acknowledge that when you provide us with contact information in connection with a particular activity, such as an email address or telephone number (“Contact Information”), you agree that this establishes a business relationship with us and that we may communicate with you using the Contact Information you provided to us. You acknowledge the legal authority over any Contact Information. This means we may contact you in person or by recorded message, by email, 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 through the Contact Information you have provided to us.
User Submission of Personal Information
If you submit an application through the Careers Page, you will be prompted to provide personal information that allows us to know who you are, such as your full name, street address, email address and phone number. If you contact us by email or other means, you will be sharing those types of personal information as well. By using the Services in any way that will result in User submission of personal information, you represent and warrant that all personal information you submit is truthful, accurate, current, and complete.
V. USER CODE OF CONDUCT
You agree to use the Services in a professional manner, submit only accurate information to us, and update such information as necessary. You further agree to comply with all applicable laws, rules, and regulations.
You agree not to:
- use the Services or any personal information of any User for purposes other than in connection with utilizing the Services;
- collect, use, share, or transfer any information available on the Services except as expressly permitted by these Terms, or by the owner of such information;
- use the Services in connection with any commercial endeavors except those that are specifically endorsed or approved by us;
- include information through the Careers Page (or elsewhere using the Services) that reveals sensitive personal information, such as government identifiers like Social Security numbers, except in the designated fields where collection is specifically requested;
- use the Services or any information obtained through the Services to stalk, abuse, or attempt to abuse, or otherwise harass another individual;
- act dishonestly or unprofessionally, such as by contacting Talent Systems with any inappropriate, inaccurate, or objectionable content;
- take any action, 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, including proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- 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 of similar nature;
- use manual or automated software, devices, scripts robots, or other means or processes to access, “scrape,” “crawl,” or “spider” any content or other services contained in or through the Services;
- utilize information, content, or any data you view on and/or obtain from the Services to provide any service that is competitive with the Services, including the use of Talent System trademarks, copyrighted material, or confusingly similar marks;
- engage in or plan to engage in any illegal activity;
- disseminate or transmit statements or material that, to a reasonable person, may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening, or malicious;
- disclose information that that you do not have the right to disclose, such as confidential information;
- transmit an image that is not your likeness or otherwise misrepresent your identity, your affiliation with a person or entity, or the source of any communication;
- create, disseminate, or transmit files, graphics, software, or other material that actually or potentially infringes the copyright, trademark, patent, trade secret, publicity, or other intellectual property or property rights of any person;
- interfere, disrupt, or attempt to gain unauthorized access to other Users’ information through the Careers Page or any other computer network;
- disseminate or transmit viruses, worms, Trojan horses, RATs, keyboard loggers, time bombs, spyware, adware, cancelbots, or any other malicious or invasive code or program;
- damage, disable, overburden, or impair any Talent Systems server, or the network(s) connected to any Talent Systems server, or interfere with any other party’s use and enjoyment of any of the Services;
- gain unauthorized access to any Services, computer systems, or networks connected to any Talent Systems server or to any of the Services through hacking, cracking, distribution of counterfeit software, password mining, or any other means;
- reverse engineer, decompile, or disassemble any software accessed through the Services;
- engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Services;
- access the Services except through the interfaces expressly provided by Talent Systems;
- override any security feature of the Services; or
- engage in any other activity deemed by Talent Systems in its sole discretion to be in competition with or in conflict with the spirit or intent of Services.
VI. USER RIGHTS AND OBLIGATIONS
Preventing and Reporting Abuse
You agree that Talent Systems may take whatever steps it deems necessary to abridge or prevent behavior of any kind on the Services that violates this Agreement, in its sole discretion and without notice. You can report any violations of the User Code of Conduct or other abuse on the Services by emailing email@example.com.
Interruption of Services
Talent Systems may at any time for any or no reason interrupt the availability of some or all aspects of the Services, or modify, replace, refuse access to, or discontinue any Services in our sole discretion. Any changes to the Services are effective when posted on the Services or when communicated to you directly. Talent Systems is not liable for any interruption of Services, or delay or failure to perform.
The Services 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. Please see Section IV, “User Code of Conduct” for details on the permitted and prohibited uses of the Services. Illegal and/or unauthorized use of the Services, or unauthorized framing of or linking to the Services is prohibited. Appropriate legal action may be taken for any illegal or unauthorized use of the Services.
Links to Third Party Services
VII. INTELLECTUAL PROPERTY RIGHTS
Access to Content on the Services
You acknowledge that: (i) by using the Services 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 Talent Systems (“Talent Systems Content”). You acknowledge that Talent Systems and Talent Systems licensors have rights in their respective Content under copyright and other applicable laws and treaty provisions. You accept full responsibility and liability for your use of any Content in violation of any such rights.
Our Ownership Rights
All right, title, and interest in and to the Services is the exclusive property of Talent Systems and its licensors. We hereby grant you a limited, revocable, non-sublicensable license to reproduce and display the Talent Systems Content solely for your personal use and to the extent necessary to access or use the Services. Talent Systems reserves all rights not expressly granted in and to the Talent Systems Content and the Services.
All comments, feedback, or materials submitted by you to us, including feedback, testimonials, images, reviews, questions, comments, suggestions, or ideas (collectively, “Feedback”), is received and treated by us on a non-confidential and unrestricted basis. Talent Systems is free to use, display, perform, distribute, copy, adapt, and promote the Feedback in any way, without compensation to you. You agree that in submitting Feedback, it will not violate any right of any third party, including any confidentiality, copyright, trademark, privacy, or other personal or intellectual property or proprietary rights, and will not cause injury to any person or entity or contain libelous or otherwise unlawful, threatening, abusive or obscene material, or contain viruses, commercial solicitations, or any form of “spam.”
Ownership and License of User Content
Talent Systems does not claim ownership of the Content you submit to any Services. You retain copyright and other intellectual property rights you have under law with respect to the Content that you submit or transmit to the Services. You are solely responsible for your content.
VIII. DISCLAIMERS OF WARRANTY AND LIABILITY
The Services are provided “As Is”
Talent Systems provides the Services strictly on an “AS IS” basis and does not guarantee that the Services will function without interruption or errors in functioning, or be virus-free. The operation of the Services may be interrupted due to maintenance, updates, or system or network failures. Talent Systems disclaims all liability for damages caused by any interruption, malfunction, impossibility of access, or poor use conditions of the Services for any reason. Use of the Services is at your own risk, to the fullest extent permissible under applicable law. TALENT SYSTEMS EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, WRITTEN OR ORAL, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
Talent Systems makes no warranty as to the quality, accuracy, completeness, or validity of any information or Content you access or receive in connection with the Services, or that your use of the Services will meet your requirements. If you are dissatisfied or harmed by the Services, you may discontinue your use of the Services, and such discontinuation shall be your sole and exclusive remedy.
Talent Systems is not responsible, and makes no representations or warranties for, the delivery of any messages sent through the Services by or to anyone. In addition, we neither warrant nor represent that your use of the Services will not infringe the rights of third parties. Any material, service, or technology described or used on the Services may be subject to intellectual property rights owned by third parties who have licensed such material, service, or technology to us.
Talent Systems does not have any obligation to verify the identity of the persons accessing or otherwise using the Services. Talent Systems disclaims all liability for identity theft or any other access to or misuse of your identity or information.
No Liability for Accumulated Content
When using the Services, you may accumulate Content that resides as data on Talent Systems’ s servers. This data, and any other data, including User personal information or names, residing on Talent Systems servers may be deleted, altered, moved or transferred at any time for any reason in Talent Systems’ sole discretion. You acknowledge that, notwithstanding any copyright or other rights you may have with respect to Content you transmit and/or create using the Services, and notwithstanding any value attributed to such Content, you understand and agree that Talent Systems has the right, but not the obligation, to remove any Content (including your Content) at any time, for any reason or no reason, with or without notice, and with no liability of any kind. TALENT SYSTEMS EXPRESSLY DISCLAIMS ANY VALUE, CASH OR OTHERWISE, ATTRIBUTED TO ANY DATA RESIDING ON TALENT SYSTEMS’S SERVERS.
Limitation of liability
IN NO EVENT IS TALENT SYSTEMS, OR THE ENTITIES OR INDIVIDUALS THAT ASSIST IN HOSTING OR OPERATING THE SERVICES, 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, EXCLUDING CLAIMS BASED ON GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT, ARISING (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) OUT OF OR IN CONNECTION WITH THE SERVICES (INCLUDING ITS MODIFICATION OR TERMINATION) OR THESE TERMS, WHETHER OR NOT TALENT SYSTEMS MAY HAVE BEEN ADVISED THAT ANY SUCH DAMAGES MIGHT OR COULD OCCUR, AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY.
IN ADDITION, EXCLUDING CLAIMS BASED ON GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT, YOU AGREE THAT IN NO EVENT WILL TALENT SYSTEMS’S CUMULATIVE LIABILITY TO YOU FOR DIRECT DAMAGES OF ANY KIND OR NATURE EXCEED U.S. FIFTY DOLLARS ($50.00).
SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL OR OTHER DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
If you are a California resident, you hereby waive California Civil Code Section 1542 (and any similar provision in any other jurisdiction), which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor.”
You agree to defend, indemnify, and hold harmless Talent Systems and its shareholders, partners, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensors, and distributors from and against all damages, losses, liabilities, claims, and costs (including, but not limited to, reasonable attorneys’ fees and costs, including costs to respond to regulatory inquiries, actions, or subpoenas) related to all third party claims, charges, and investigations, arising from, relating to, or caused by (a) your use of the Services, (b) your failure to comply with these Terms, including, without limitation, your submission or use of Content in violation of third party rights or applicable laws, rules, or regulations.
IX. DISPUTE RESOLUTION
Notice of Claims
In the event a dispute arises between you and Talent Systems, we want to provide you with an efficient, neutral, and cost-effective means of resolving the dispute through arbitration. A party who intends to seek arbitration must first send to the other a written Notice of Dispute describing the nature and basis of the Claim (as defined below) and setting forth the specific relief sought. All Notices of Dispute to Talent Systems shall be sent to the following address: Talent Systems, LLC, Attn: Dispute Resolution, 3250 Wilshire Blvd Suite 1800, Los Angeles, CA, 90010-1606.
All notices to Users will be sent to the email or street address provided by the User through the Services. Upon receipt of such Notice of Dispute, the other party shall have a 60-day period in which it may satisfy the Claim against it by fully curing the Claim and/or providing all the relief requested in the Notice, and/or entering into a settlement to resolve the Claim to the mutual satisfaction of the parties. After the expiration of such 60-day cure period, you or Talent Systems may commence an arbitration proceeding in accordance with the following procedure.
LIMITATION OF LEGAL REMEDIES
YOU AND TALENT SYSTEMS AGREE THAT ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF, CONNECTED WITH, OR RELATING TO THESE TERMS, ANY CONTRACT, TORT, MISREPRESENTATION, FRAUD, OR OTHER LEGAL THEORY OR CAUSE OF ACTION, STATUTE, OR OTHERWISE RELATING TO THE 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. 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 THESE TERMS. 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. BY AGREEING TO THESE TERMS, YOU AND TALENT SYSTEMS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR 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 Talent Systems agree that there will not be a jury trial. You and Talent Systems unconditionally waive any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to these Terms in any way. In the event of litigation, this paragraph may be filed to show a written consent to a trial by the court.
Unless otherwise agreed to by you and Talent Systems in writing, and except for any claim that you or we bring in small claims court consistent with the jurisdictional limits, you and we agree to resolve any dispute in the arbitration that will be governed and conducted by JAMS before a single arbitrator from JAMS, or another established alternative dispute resolution (“ADR”) provider, chosen by Talent Systems, who is licensed to practice law. The arbitration proceeding will be located in Los Angeles, California, and for any non-frivolous claim that does not exceed $10,000, Talent Systems will: (1) pay all costs of the arbitration; (2) if you prefer, conduct the arbitration by telephone, and (3) not seek attorney’s fees in the event Talent Systems prevails. Each party shall pay the fees and costs of its own counsel, experts, and witnesses. The JAMS rules, including the selection of an arbitrator, filing, administration, discovery, and arbitrator fees will be conducted under the JAMS Comprehensive Arbitration Rules & Procedures, except as modified by these Terms or otherwise agreed to by you and Talent Systems in writing. The JAMS rules and information on starting an arbitration are available on its website at www.jamsadr.com. To the extent that this Dispute Resolution section conflicts with JAMS’s minimum standards for procedural fairness, the JAMS rules and/or minimum standards for arbitration procedures in that regard shall control. Neither party shall sue the other party other than as provided herein or for enforcement of this clause or for the arbitrator’s award; any such suit may be brought only in Federal District Court 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 (including questions of scope, waiver, and waiver by litigation conduct in particular), or enforceability of these Terms, 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.”
Choice of Law
The United States Federal Arbitration Act (“FAA”), 9 U.S.C. § 1 et seq., not state law, governs all questions of whether a dispute is subject to arbitration. To the extent state or federal law applies to the substance of any dispute, the law of the country and/or state of your residence will apply.
This arbitration provision shall survive termination of these Terms.
If any provision of this Section is declared or found to be unlawful, unenforceable or void, such provision will be ineffective only to the extent that it is found unlawful, unenforceable, or void, and the remainder of the provision and all other provisions shall remain fully enforceable, except that should the provision on class action waiver for any Claim be found to be unenforceable by a court of law, then the provision to arbitrate will not apply.
X. GENERAL PROVISIONS
Talent Systems may give notice to you by means of a general notice on the Services, by electronic mail to the email address you provided through the Services, or by written communication sent by first class mail, postage prepaid, or overnight courier to the address you provided through the Services.
All notices given by you, whether or not required under these Terms, shall be emailed to firstname.lastname@example.org or sent to us by postal mail or courier at:
TALENT SYSTEMS, LLC
ATTN DISPUTE RESOLUTION
3250 Wilshire Blvd Suite 1800,
Los Angeles, CA, 90010-1606
Any notices that you provide without compliance with this section shall have no legal effect.
The failure of Talent Systems to partially or fully exercise any rights of these Terms, or the waiver of Talent Systems to redress any breach of these Terms by you, shall not prevent a subsequent exercise of such rights by Talent Systems or be deemed a waiver by Talent Systems of any subsequent breach by you of the same or any other condition of these Terms. The rights and remedies of Talent Systems under these Terms, its policies, and any other applicable agreement between you and Talent Systems shall be cumulative, and the exercise of any such right or remedy shall not limit Talent Systems’s right to exercise any other right or remedy.
If any part of these Terms, other than the class action waiver as set forth above, 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.
Third Party Beneficiaries
These Terms do not create third party beneficiary rights enforceable by third parties.
These Terms, and the policies incorporated herein, are the entire agreement between you and Talent Systems. They supersede any and all prior or contemporaneous agreements between you and Talent Systems relating to your use of the Talent Systems Services.
Copyright © 2021, Talent Systems, LLC. All rights reserved.
Effective Date: April 12, 2021