1.2. Please review these Terms carefully before participating in the Online Auditions or Casting because they affect your rights. By participating in any of the Online Auditions or Casting, you accept these Terms and agree to be legally bound by these Terms.
2.1. These Terms are effective as of the Effective Date above. If you have not reviewed the Terms since the Effective Date, please review these Terms carefully before participating in the Online Auditions or Casting.
2.2. COMPANY reserves the right in its sole discretion to change these Terms from time to time, effective upon posting to the website, so COMPANY encourages you to review them periodically. You will be bound by the most current version of the Terms, which will appear on this website.
3.1. If COMPANY requests registration information from you to set up a user account, you must provide COMPANY with accurate and complete information and must update the information when it changes. You may not access any age-restricted Online Auditions or Casting unless you are the required age or above. In no case are persons under the age of thirteen (13) permitted to use the Online Auditions or Casting.
3.2. You are responsible for maintaining the confidentiality of your user account login names and passwords.
4.1. The Online Auditions or Casting may allow you to submit or transmit audio, video, text, or other materials, including so-called “user generated content” as well as require you to blog, post or develop other content as required by Company (collectively, “User Submissions”) via the Online Auditions or Casting or during the program. When you provide User Submissions, you grant to COMPANY, its affiliates and partners, producers, licensees, and designees a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, fully sublicenseable license to use, reproduce, archive, edit, translate, create derivative works of, make available, distribute, sell, display, perform, transmit, broadcast and in any other way exploit those User Submissions, and any names, voices, likenesses and other identifying information of persons that is part of those User Submissions, in any form, media, software, or technology of any kind now known or developed in the future, including, without limitation, in connection with the program and for developing, manufacturing, and marketing products. You hereby waive any moral rights you may have in your User Submissions.
4.2. Eligibility Requirements. To participate in the Online Auditions or Casting, you must be able to prove that as of the day you submit your User Submission:
4.2.1. You will be at least 18 years of age before the date that you upload your User Submission;
4.2.2. You are not a member of the Screen Actors Guild - American Federation of Television and Radio Artists (“SAG - AFTRA”) or any other performing artist union or guild. If you are a member of any performing arts union or guild, your participation as a contestant on the Program or in the audition process, if any, does not constitute a performance or appearance as defined by any performing arts union 4.2.3. You do not have any other contractual arrangement that, in COMPANY’s sole discretion, would prohibit you from fully participating in the project and/or entering into any contracts required by COMPANY, including but not limited to a touring agreement; and
4.2.4. Neither you nor any of your immediate family members or members of your household (whether or not related to you) are current employees, directors, officers, independent contractors, agents, or representatives of COMPANY or its parents, subsidiaries or affiliated companies; or any other person or entity connected with the production or administration of the auditions or casting or the Program; any person or entity involved in the development, production, distribution, or other exploitation of the Program or any variation thereof; or any sponsor of the Program or its advertising agency.
4.3. General Rights in User Submissions
4.3.1. COMPANY reserves the right to determine, in its sole discretion, if you are eligible to proceed in the audition process. COMPANY may, at its sole and absolute discretion, select any eligible person to advance to any round of the auditions. COMPANY reserves the right in its sole discretion to modify or change the eligibility requirements hereunder from time to time and such modifications will be effective upon posting to the website.
4.3.2. COMPANY may refuse or remove you from an audition without notice to you. 4.3.3. You agree that any exploitation of your appearance in your audition material may be edited, cut, rearranged, adapted, dubbed or otherwise revised by COMPANY in connection with the Program or in any manner whatsoever, and that any such use will not entitle you to receive any wages, benefits, fees or other compensation.
4.3.4. COMPANY has no obligation to review your User Submission or to use your User Submission in any manner whatsoever.
4.3.5. You bear all responsibility for your User Submissions. You represent and warrant that you have all rights necessary to grant to COMPANY the license above and that your User Submissions do not violate this Section, the rights of any third party, or applicable law and you agree to indemnify Company and its producers, agents, licenses, and designees.
5.1. COMPANY reserves the right to exclude or disqualify, in its sole and absolute discretion, any individual from the audition process for any reason or for no reason at all, including for violation of any portion of these Terms or tampering with the entry process or the audition process. Being chosen to audition at any level in the process does not guarantee that you will be selected to audition further or to participate in the program.
6.1. Without limiting any other provision in these Terms, you agree NOT to do, or assist others in doing, any of the following:
6.1.1. Access the Online Auditions or Casting using any interface other than ours; 6.1.2. Maintain any link to the Online Auditions or Casting that COMPANY asks you to remove, in its sole discretion;
6.1.3. Frame the Online Auditions or Casting, make the Online Auditions or Casting available via in-line links, otherwise display the Online Auditions or Casting in connection with an unauthorized logo or mark, or do anything that could falsely suggest a relationship between COMPANY or its affiliates and any third party or potentially deprive COMPANY of revenue (including, without limitation, revenue from advertising, branding, or promotional activities);
6.1.4. Threaten, defame, stalk, abuse, or harass other persons or engage in illegal activities, or encourage conduct that would constitute a criminal offense or give rise to civil liability;
6.1.5. Transmit any material that is inappropriate, false, inaccurate, misleading, profane, vulgar, offensive, false, disparaging, defamatory, obscene, illegal, sexually explicit, racist, that promotes violence, racial hatred, or terrorism, or that COMPANY deems, in its sole discretion, to be otherwise objectionable;
6.1.6. Violate any person’s or entity’s legal rights (including, without limitation, intellectual property, privacy, and publicity rights), transmit material that violates or circumvents such rights, or remove or alter intellectual property or other legal notices;
6.1.7. Transmit files that contain viruses, spyware, adware, or other harmful code; 6.1.8. Advertise or promote goods or Online Auditions or Casting without COMPANY’s permission (including, without limitation, by sending unsolicited email); 6.1.9. Remove, modify, disable, block or otherwise impair any advertising in connection with the Online Auditions or Casting;
6.1.10. Interfere with another user’s participation in the Online Auditions or Casting or otherwise disrupt the Online Auditions or Casting;
6.1.11. Disassemble, decompile or otherwise reverse engineer any software or other technology included on the website or used to provide the Online Auditions or Casting;
6.1.12. Transmit, collect, or access personally identifiable information about other users without the consent of those users and COMPANY;
6.1.13. Engage in unauthorized spidering, “scraping,” data mining or harvesting of content, or use any other unauthorized automated means to gather data from or about the Online Auditions or Casting;
6.1.14. Impersonate any person or entity or otherwise misrepresent your affiliation or the origin of materials you transmit;
6.1.15. Remove, avoid, interfere with, or otherwise circumvent any access control measures for the Online Auditions or Casting, including password-protected areas and geo-filtering mechanisms, or any digital rights management measures used in connection with content; or
6.1.16. Access any portion of the Online Auditions or Casting that COMPANY has not authorized you to access (including password-protected areas), link to password-protected areas, attempt to access or use another user’s account or information, or allow anyone else to use your account or access credentials.
6.2. If you violate this section, COMPANY may terminate your access to the Online Auditions or Casting without notice and take any other actions or seek any remedies permitted by law.
COMPANY may take any of the following actions in its sole discretion at any time, and without giving you prior notice:
7.1. Change or discontinue the Online Auditions or Casting;
7.2. Change how COMPANY offers and operates Online Auditions or Casting;
7.3. Remove content from the Online Auditions or Casting; 7.4. Restrict, suspend or terminate your access to one or more Online Auditions or Casting or features thereof; and
7.5. Deactivate your accounts and delete all related information and files in your accounts.
You represent and warrant that: (i) you are the owner of all intellectual property or other rights in and to the User Submission, (ii) the User Submission is accurate, truthful, and your own original, previously unpublished, and previously unproduced work; (iii) the User Submission is wholly original to you and as of the date of submission, is not the subject of any actual or threatened litigation or claim; (iv) the User Submission neither infringes upon nor violates the intellectual property rights, right of publicity or privacy, or other rights of any other person or entity; (v) the User Submission does not and will not violate any applicable laws, and meets the User Submission Requirements. User Submissions must not contain any unauthorized third party owned material, including, but not limited to, trademarks, logos, music, copyrighted photos and the like. Additionally, you represent and warrant that you will not acquire any trademark rights, copyrights, or any other rights in the trademarks, trade names, logos or other intellectual property of COMPANY or any of its affiliates; (vi) you will not disparage, defame, or portray Company in a negative light; and (vii) you will comply with the FTC Endorsement Guides and ensure that all content you post to your own social channels about Company is properly disclosed. You understand that Company is relying on your representations and warranties set forth in this Section 8.
9.1. COMPANY does not accept unsolicited submissions, including scripts, story lines, articles, fan fiction, characters, drawings, suggestions, ideas or concepts. It is COMPANY’s policy to delete any such submission without reading it. Any similarity between an unsolicited submission and any elements in any COMPANY creative work is purely coincidental.
9.2. Without limiting 9.1, COMPANY has wide access to ideas, stories, designs, and other literary materials, and that new ideas are constantly being submitted or being developed by its own employees. Many ideas may be competitive with, similar or identical to the User Submissions and/or each other in theme, idea, format or other respects. You will not be entitled to any compensation as a result of the use by COMPANY of any such similar or identical material. COMPANY does not now and shall not have in the future any duty or liability, direct or indirect, vicarious, contributory, or otherwise, with respect to the infringement or protection of the copyright in and to the User Submission. With respect to any claim by you relating to or arising out of the actual or alleged exploitation or use of any User Submission or other material submitted in connection with the Online Auditions or Casting by COMPANY, the damage, if any, thereby caused to you will not be irreparable or otherwise sufficient to entitle you to seek injunctive or other equitable relief or in any way enjoin the production, distribution, exhibition or other exploitation of the auditions or the Program or any other production based on or allegedly based on the auditions or the Program, and your rights and remedies in any such event shall be strictly limited to the right to recover damages, if any, in an action at law.
You will defend, indemnify and hold harmless COMPANY, its affiliates, and their respective directors, officers, employees, shareholders, vendors, partners, contractors, agents, licensors or other representatives and all of their successors
and assigns (collectively, the “COMPANY Parties”) with respect to all claims, costs (including attorney’s fees and costs), damages, liabilities, and expenses or obligations of any kind, arising out of or in connection with (i) your use or misuse
of the Online Auditions or Casting (including, without limitation use of your account, whether or not authorized by you, and claims arising from User Submissions), and/or (ii) any breach or alleged breach by you of any of the warranties, representations
or agreements or terms hereunder. COMPANY retains the right to assume the exclusive defense and control of any third party claim subject to indemnification,
and in such cases you agree to cooperate with COMPANY to defend such claim. You may not settle any claim covered by this section without COMPANY’s prior written approval.
11.2. The COMPANY Parties do not warrant:
(1) that the online auditions, any of the online auditions’ functions, or any content will be uninterrupted or free of errors or omissions;
(2) that defects will be corrected;
(3) that the online auditions or the servers hosting them are free of viruses or other harmful code; or
(4) that the online auditions or information available through the online auditions will continue to be available. The COMPANY Parties shall have no liability for any such issues. The COMPANY Parties disclaim any express or implied warranties, including, without limitation, non-infringement, merchantability, fitness for a particular purpose, title, and as to quality, availability and subject matter of content. The online auditions, including all content and functions made available on, accessed through, or sent from the online auditions are provided “as is,” “as available,” and “with all faults.”
11.3. The COMPANY Parties will not be liable for any failure or delay in their performance due to any cause beyond their reasonable control, including acts of war, acts of god, acts of third parties, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act, power failure, or failure of the internet or computer equipment.
11.4. The COMPANY Parties will not be liable to you or anyone else for any special, indirect, incidental, exemplary, punitive or consequential damages in connection with the Online Auditions or Casting, your use of the online auditions (including their functions and content), these terms or your User Submissions, even if foreseeable or even if one or more of the COMPANY Parties has been advised of the possibility of such damages (including, without limitation, whether caused in whole or in part by negligence, gross negligence, or otherwise, but excluding wilful misconduct) and The COMPANY Parties aggregate liability shall not exceed the fees paid or payable to you. You assume these risks by use of these Online Auditions or Casting and disclaim the right to enjoin the COMPANY Parties and/or the Program.
11.5. If you incur any damages that arise out of the COMPANY Parties acts or omissions, you agree that while you may be entitled to monetary damages subject to the limitations set forth in these terms, you will not be entitled to an injunction or other equitable relief restricting operation of the Online Auditions or Casting or any other service, property, product, program, television show, motion picture, or other content owned or controlled by the COMPANY Parties.
12.1. The laws of the State of Washington govern all matters with respect to this Agreement, without regard to its conflict of laws principles. Any court action arising out of this Agreement will be brought exclusively in the state or federal courts located in the State of Washington, King County, and you irrevocably submit to the exclusive jurisdiction of any such court and agree not to plead to the contrary.
12.2. Regardless of any statute or law to the contrary, you must file any claim or action related to use of the Online Auditions or Casting or these Terms within one year after such claim or action accrued. Otherwise you will waive the claim or action.
13.1. If you have any dispute with or claim against COMPANY or any of its affiliates, or if COMPANY has a dispute with or claim against you, in either case arising out of or relating to the Online Auditions or Casting or these Terms (a “Claim”), you and COMPANY each agree to resolve such Claim through an individual binding arbitration or through an individual action in small claims court in the U.S. county (or parish) of your residence or in Seattle, Washington Class arbitrations and class actions are not permitted, and your Claim may not be consolidated with any other person’s claim. COMPANY and you agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and COMPANY are each waiving the right to a trial by jury or to participate in a class action. This section shall survive termination of these Terms or any subscription that you may have to any of the Online Auditions or Casting.
13.2. Before the commencement of an arbitration or the filing of a small claims court action with respect to a Claim, you must first send to COMPANY a written notice of your claim or COMPANY must send a written notice of COMPANY’s claim to you ("Notice"). Your Notice must
(1) be sent by certified mail;
(2) be addressed to: COMPANY ADDRESS;
(3) describe the nature of your Claim; and
(4) specify the damages or other relief you seek. If COMPANY and you do not resolve the Claim within thirty (30) days after COMPANY’s receipt of Notice is received; either COMPANY or you may commence an arbitration or file a small claims court action to resolve the Claim.
13.3. Any such arbitration shall be administered by the American Arbitration Association and be conducted in accordance with its Consumer Arbitration Rules (the “Rules”). Contact information for the American Arbitration Association, as well as copies of the Rules and applicable forms, are available at http://www.adr.org.In circumstances in which the Rules provide for an in-person hearing, such hearing will take place in the U.S. county (or parish) of your residence, or otherwise in Seattle, Washington.
14.1. COMPANY may be required by state or federal law to notify you of certain events. Such notices will be effective upon COMPANY’s posting them on the applicable website or delivering them to you via email. If you do not provide COMPANY with accurate information, COMPANY will not be responsible for failure to notify you. COMPANY’s failure to exercise or enforce any right or provision in these Terms will not constitute a waiver of such right or provision. These Terms, including all additional terms, conditions, and policies posted in connection with the Online Auditions or Casting constitute the entire agreement between COMPANY and you and supersede all prior agreements with respect to the subject matter hereof. Nothing in these Terms affects any non-waivable statutory rights that apply to you. If any part of these Terms is determined to be invalid or unenforceable under applicable law, that provision will be modified so that it is enforceable, and the remainder of the Terms will continue to be valid and enforceable.
14.3. These terms will survive any termination of your access to the Online Auditions or Casting, whether COMPANY terminates your access or you voluntarily discontinue your use.
If you have questions regarding these Terms, please contact us and we will endeavor to respond to your request within a reasonable period of time.