TERMS OF USE
(Including Privacy Policy
and Privacy Policy for Children's Online Privacy Protection)
Effective Date and Date of Most Recent Revision: February 12, 2015
Important Notices:
By accessing, entering, using, viewing or visiting any of the Breakdown Services Websites, you are agreeing to be bound by the following Terms of Use!
All Users are obliged to hold and use Talent Submissions and Breakdowns in strict trust and confidence and only for the purposes authorized in the Terms of Use. These materials may not be shared, copied, posted, transmitted, broadcast, exhibited or otherwise used for any other purpose. (See Section 6.5(g) below)
By way of example, none of the Talent Submissions and/or the Breakdowns may be copied, shared, and/or posted at any social networking or content-sharing website of any kind whatsoever, including but not limited to Facebook, MySpace, YouTube, Twitter, etc. (See Section 5.5(h) below)
The following Terms of Use (including the Privacy Policy and the Privacy Policy for Children) (collectively, "TOU") constitute a binding contract between Breakdown Services, Ltd., a California corporation ("Breakdown"), 2140 Cotner Avenue, Third Floor, Los Angeles, CA 90025, and each user ("User") who accesses, enters, uses, views or visits any of the websites operated by or for Breakdown (collectively, "Website(s)"). Whenever the term "access," "accesses" or "accessing" appears in the TOU, it refers to and includes accessing, entering, using, viewing and/or visiting the Website(s).
1. Agreement to Terms. By clicking on "I AGREE," and/or by accessing the Website(s), the User confirms that he or she has read, understands, and agrees to be bound by all of the terms and conditions set forth in the TOU, which shall constitute a binding contract between the User and Breakdown. To the greatest extent permitted by applicable law, clicking on "I AGREE" shall be deemed to be the electronic signature of the User. Whether or not the foregoing is a valid electronic signature, however, the User acknowledges and agrees that his, her or its agreement to be bound by the TOU is a material condition on which Breakdown is relying in granting access to the Website(s), and the User shall be stopped from denying the existence and enforceability of the contract created between Breakdown and the User by clicking on I AGREE. The User's right to access the Website(s) is conditioned on the User's agreement to be bound by the TOU. If the User does not wish to be bound by the TOU, the User must exit the Website(s) immediately.
2. Changes in the TOU. Breakdown reserves the right to amend and modify the TOU in its sole and absolute discretion from time to time. The User is invited to monitor the TOU as posted at the Website(s) to determine the current terms and conditions of the TOU as they may be changed from time to time. Breakdown will use its best efforts to notify Users if and when the TOU has been changed and to secure the User's consent to such changes by clicking on "I AGREE." By accessing the Website(s) after any such notification, and by clicking on "I AGREE" at any time after any such notification, the User ratifies, approves and agrees to be bound by any such changes. If the User does not agree to be bound by the current TOU, the User must exit the Website(s) and cease all use of its content, resources and facilities. The TOU was last revised on February 12, 2015.
3. The Website(s). The Website(s), as the term is used in the TOU, includes but is not limited to: breakdownexpress.com.
4. Responsibility for Access to the Website(s). The User is solely and strictly responsible for ensuring that his, her or its account information (including but not limited to his, her or its user name and password), equipment, facilities and premises are secure and accessible only to individuals who are authorized by the User to access the Website(s). The User is strictly liable and responsible for all activity and conduct by individuals who access the Website(s) by means of the foregoing, and the User's indemnity obligations as set forth in Section 16 below shall apply to any such activity and conduct. For that reason, the User is cautioned and encouraged to install, maintain and supervise appropriate security restrictions to control access to the Website(s).
5. Special Terms Applicable to Categories of Users. Breakdown offers a variety of services to the entertainment industry, all of which are based on the maintenance of a database of informational materials that are made available to authorized users according to these Terms of Use, including but not limited to resources and facilities that permit:
Various terms and conditions for the access or use of these resources and facilities, such as functions, descriptions, instructions and other particulars regarding these resources and facilities, are posted at the Website(s) and are incorporated by reference in the TOU. The following terms and conditions apply to specific categories of Users.
6. Licensing of Rights.
7. Services to Be Provided by Breakdown. Upon acceptance by Breakdown of any order(s) from the User to purchase services as offered at the Website(s), and receipt of payment in full for such order(s) by Breakdown, and conditioned on the strict compliance of the User with the TOU, Breakdown agrees to provide the services on the terms and conditions and at the prices set forth at the Website(s) and/or any related agreements and other documents in connection with each such transaction, all of which are incorporated by reference in the TOU.
8. Making and Storage of Copies. Breakdown reserves the right (but does not undertake the duty) to make and keep copies of information, content and other matter submitted by Users and third parties for archival and research purposes and to disclose such copies to third parties in compliance with its Privacy Policy (see below). Grounds for disclosure include, but are not limited to, (a) compliance with requests from courts, government agencies and private parties acting pursuant to legal process, including discovery in the course of litigation, (b) use by Breakdown in connection with the enforcement of its rights under the TOU and/or in defense of claims related to the information, content or other matter submitted by Users and third parties; (c) protection of the rights, property or personal safety of Breakdown, the Users, and the public; and/or (d) access to Talent Submissions by Users who are casting directors.
9. Third-Party Links and Advertisements. The Website(s) may contain third-party advertising and links to third-party sites. Unless expressly stated by Breakdown at the Website(s), Breakdown does not investigate, evaluate, endorse, sponsor, or guarantee any such third-party advertising and/or links and/or the products and services available through such advertising and/or links, and Users who access or use such advertising, links and/or products and services do so at their own risk. The User is responsible for determining and complying with any terms of use that may be applicable to third-party sites. The User expressly releases Breakdown from any responsibility or liability for any such third-party advertising, links and/or products and services.
10. Term.
11. Compensation. The license granted by Breakdown to a User in the TOU is expressly conditioned on payment in full of all amounts owed by the User to Breakdown for services rendered by Breakdown according to applicable rates and terms. No license is granted in the event that payment in full is not actually received by Breakdown.
12. Modification, Suspension or Cessation of Services. Breakdown reserves the right to modify, suspend, and/or cease the operation of the Website(s) and/or the provision of services at any time, without notice and in its sole and absolute discretion, and no such decision by Breakdown shall be deemed to be a breach or default of the TOU.
13. Refunds. No refunds shall be owed or paid to any User except in the following specific circumstances: (a) in the event that Breakdown elects to terminate without cause prior to the end of the term then in effect as set forth in Section 10.3 above, and/or (b) in the event that Breakdown elects to cease the provision of services for which the User has already paid in full; and/or (c) as otherwise required by law. Under any of the foregoing specific circumstances, Breakdown will refund to the User such portion of the price actually paid by the User allocable to the services not yet provided by Breakdown at the time of termination or cessation.
14. Reservation of Rights. Breakdown reserves all rights under copyright, trademark and other intellectual property rights in and to the Breakdowns, the Breakdown Materials, the contents (including the selection, arrangement and coordination of contents and the "look and feel") of the Website(s), its advertising, publicity, and marketing materials in any and all media know known or hereafter devised, and the logos, trademarks, trade dress, formats and other features of its various products and services as published, promoted and otherwise exploited by Breakdown (collectively, "Breakdown Marks"), excluding only such items of intellectual property that may be owned by third parties and are used by Breakdown under license from the rights-holders or pursuant to the Fair Use Doctrine. The User expressly acknowledges and agrees that the use of the Talent Submissions by Breakdown is not intended to, and does not, create any relationship of co-author between Breakdown and the User. The license granted to Users in the TOU shall not convey any of the foregoing rights to the User.
15. Take-Down Notices Under the DMCA. The Company will receive and evaluate notices of copyright infringement and take appropriate actions under the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2) ("DMCA"). Written notices of claimed copyright infringement must be in strict compliance with all terms and conditions of the DMCA and must be submitted according to the procedures set forth in the DMCA to the following Designated Agent for Breakdown:
Internet Service Provider: Internap noc@internap.com
Hosting Company: Nonfat Media (Contact John Cornelius at hosting@nonfatmedia.com)
Name of Agent Designated to Receive Notification of Claimed Infringement on behalf of Breakdown: Jonathan Kirsch, Esq.
Full Address of Designated Agent to Which Notification to Breakdown Should be Sent: Law Offices of Jonathan Kirsch, 1880 Century Park East, Suite 515, Los Angeles, CA 90067
Telephone Number of Designated Agent: (310) 785-1200
Facsimile Number of Designated Agent: (310) 286-9573
Email Address of Designated Agent: jk@jonathankirsch.com
16. Indemnity. The User shall indemnify, defend and hold harmless Breakdown, its shareholders, directors, officers, partners, joint venturers, principals, subsidiaries and affiliates, and their respective shareholders, officers, directors, employees, partners, associates, affiliates, joint venturers, agents, representatives, vendors, contractors and licensors, from any and all claims, debts, demands, suits, actions, proceedings and/or prosecutions ("Claims") based on allegations which, if true, would constitute a breach by the User and/or the User's agents, representatives, employees, contractors, licensees, or affiliates, of any term of the TOU, and any and all liabilities, losses, damages, expenses (including attorneys' fees and costs) and damages in consequence thereof. The User shall give prompt notice in writing to Breakdown of any Claims. No compromise or settlement of any Claims shall be made or entered into without the prior written approval of Breakdown.
17. Limitations on Liability of Breakdown. The User acknowledges and agrees that he, she or it is accessing the Website(s) at his, her or its own risk. The Breakdowns, the Talent Submissions, and the Website(s), including but not limited to all of its content, features and functions, the other products and services of Breakdown, and/or third-party content, links and advertisements accessible at or through the Website(s), are made available to the User without warranties, representations or indemnities of any kind whatsoever with the sole exception that Breakdown represents that it has relied in good faith on the representations and warranties of Users who have provided Talent Submissions to Breakdown. Breakdown makes no representations, warranties or indemnities regarding the completeness, accuracy, currency, suitability, functionality, merchantability, security, suitability for use, accuracy, or effectiveness of the foregoing by Users and shall not be liable for any use in violation of the terms and conditions of the TOU or otherwise. Breakdown further makes no representations, warranties or indemnities regarding the availability, operation or functionality of the Website(s) and/or the facilities by which the Website(s) are accessed and hosted, and shall not be liable for service interruptions, corruption of data, damage to equipment, and/or malfunctions of any kind. BREAKDOWN, ON BEHALF OF ITSELF AND ITS SHAREHOLDERS, DIRECTORS, OFFICERS, PARTNERS, JOINT VENTURERS, PRINCIPALS, SUBSIDIARIES AND AFFILIATES, AND THEIR RESPECTIVE SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, ASSOCIATES, AFFILIATES, JOINT VENTURERS, AGENTS, REPRESENTATIVES, VENDORS, CONTRACTORS AND LICENSORS, SPECIFICALLY DISCLAIM ANY LIABILITY (WHETHER BASED IN COPYRIGHT, TRADEMARK, CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE TALENT SUBMISSIONS, THE BREAKDOWNS, THE WEBSITE(S) AND/OR THE OTHER SERVICES OF BREAKDOWN (EVEN IF BREAKDOWN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). The maximum liability of Breakdown and the other persons described above to the User based on any and all claims of any person, firm or corporation arising out of or in connection with the Talent Submissions, the Breakdowns, the Breakdown Materials, and/or any aspect of the Website(s), and/or any other aspect of the products and services provided or made available by Breakdown, shall in no case exceed the actual amounts paid by the User to Breakdown.
18. Applicable Law. The TOU shall be interpreted, construed and governed in all respects by the laws of the United States of America and the State of California. Venue for any dispute arising under the TOU shall be in any court of competent jurisdiction in the County of Los Angeles, State of California, and the User hereby expressly submits and consents to such jurisdiction.
19. Entire Agreement. The TOU, as it may be changed from time to time by Breakdown and including any matter incorporated by reference, represents the complete and entire agreement of the User and Breakdown, and replaces and supersedes any and all prior or contemporaneous communications, understandings, arrangements, and/or agreements between them, regarding the subject matter hereof. Notwithstanding the foregoing, the User acknowledges and agrees that the TOU shall not be deemed to replace, supersede and/or otherwise invalidate signed written agreements between Breakdown and Users in various categories as to matters other than those set forth in the TOU.
20. Modification and Waiver. Except as otherwise provided in Section 2 above, the TOU may not be modified or altered, and no term or condition may be waived, except by a written instrument signed by an authorized representative of Breakdown. No waiver of any term or condition of the TOU, or of any breach of the TOU or any portion thereof, shall be deemed a waiver of any other term, condition or breach of the TOU or any portion thereof.
21. Severability. If any term or provision of the TOU is found to be unenforceable for any reason, the TOU shall remain in full force and effect and shall be fully enforceable on its remaining terms and conditions.
22. Force Majeure. Breakdown will not be responsible for any delay or failure in performance resulting from any cause beyond its control.
23. Relationship of the Parties. Breakdown and the User acknowledge and agree that they are independently contracting parties dealing at arm's length with each in connection with the licensing of intellectual property rights and the provision of services. No partnership, joint venture, joint authorship, employment, fiduciary, agency or other relationship is created between them. The User shall not purport to act on behalf of Breakdown in any manner or for any purpose and shall not purport to incur any debt or liability on behalf of Breakdown.
24. Notices. Any written notice or delivery under any of the provisions of these Terms of Use shall be deemed to have been properly made by mailing via traceable mail as follows:
25. Headings. Headings and footers are for convenience only and are not to be deemed part of the TOU.
26. Binding on Successors. The TOU shall be binding on and inure to the benefit of the heirs, executors, administrators, licensees, successors and/or assigns of the parties, except that no sublicense or other transfer of rights by the User is permitted. For avoidance of doubt, the User expressly acknowledges and agrees that Breakdown is fully authorized to assign, sublicense and/or otherwise convey and transfer the TOU and/or any of its rights in the Talent Submissions at any time, in its sole and absolute discretion, and without compensation of any kind to the User.
PRIVACY POLICY
(Including Children's Online Privacy Policy in Compliance with COPPA)
Sites and Site Operator: The websites to which the following Privacy Policy apply are: breakdownexpress.com (collectively, "the Website(s)"). The site operator is Breakdown Services, Ltd., a California corporation ("Breakdown"), 2140 Cotner Avenue, Third Floor, Los Angeles, CA 90025. The agent for Breakdown is Gary Marsh, Tel.: (310) 276-9166.
Effective Date: This Privacy Policy was last revised on February 12, 2015. Breakdown reserves the right to add to, delete from and/or otherwise change this Privacy Policy at any time in its sole and absolute discretion. To the maximum extent permitted by applicable law, the User is responsible for monitoring the Website(s) to determine if any changes have been made to the Privacy Policy in the future. Access to and/or use of the Website(s) by the User after the date of any such change shall be deemed to confirm the User's agreement to be bound by the Privacy Policy then in effect. By agreeing to the Terms of Use applicable to the Website(s) at which this Privacy Policy is posted, the User is also agreeing to be bound by this Privacy Policy.
Scope of Privacy Policy. The Privacy Policy applies to information collected by Breakdown through the Website(s), including information that is provided to Breakdown by the User and information that is collected by Breakdown in connection with the use of the Website(s). The Privacy Policy does not apply to other websites that may be linked to the Website(s) and/or otherwise accessible through the Website(s), including websites operated by advertisers and other third parties. The User is cautioned to determine the applicable privacy policies for any such third-party sites. The Privacy Policy does not apply to information collected by Breakdown through its off-line business operations.
Terms of Use. This Privacy Policy is incorporated by reference in the Terms of Use ("TOU)" that generally apply to the Website(s), and the User is cautioned to consult the TOU in its entirety for more information on the terms and conditions that apply the User's access to and use of the Website(s).
Information Collected. The Privacy Policy applies to the following information collected by Breakdown.
User-Provided Information. Breakdown collects information that is provided by the User during the registration process, and/or embodied in Talent Submissions provided by the User to Breakdown. Such information may include, but is not limited to, legal and professional names; address, phone numbers, email addresses, and other contact information; agency and management representation; physical appearance and characteristics; work experience; educational experience, guild and other memberships and affiliations; photographs, audio clips, and audiovisual clips; and so on. All of the User-Provided Information (with the sole exception of financial data, such as credit card numbers, provided by the User in connection with the on-line purchase of goods and services) is intended by the User to be made available by Breakdown to third parties, including casting directors, producers, directors, studios, etc. and is provided by the User to Breakdown for such purposes.
Credit Card Transactions. If you provide credit card and other financial information in connection with the on-line purchase of goods and services from Breakdown, from Users, such information shall be used by Breakdown (and/or third-party services engaged by Breakdown) only for the purpose of processing the payments and will not be maintained on file by Breakdown.
Updating of User-Provided Information. Once the User has registered with Breakdown, Users who are 18 years of age or older will not be able to remove the registration information or the records of his, her or its activity on or usage of the Website(s) from Breakdown's databases. The User may contact Breakdown to review, update or change any such personal information. To review personal information or make such changes, the User may contact Breakdown at (310) 276-9166, Ext. 8301.
Updating of Information by Actors. This Privacy Policy applies to personal information about actors as provided to Breakdown by Users who are talent representatives. Actors whose personal information has been provided to Breakdown by their current or former talent representatives may review such information or make changes in such information by contacting Gary Marsh at Breakdown, Tel.: (310) 276-9166, or through www.ActorsAccess.com, which is subject to its own separate Terms of Use and Privacy Policy.
Updating and Removal of Information About Actors Who Are Minors. Minors are not permitted to be Users of the Website(s). However, if a User has provided Breakdown with personal information about an actor who is minor, the minor or his or her parents or guardians may request the updating and/or removal of information and records by contacting Gary Marsh at Breakdown, Tel.: (310) 276-9166. See below for additional information about Breakdown's policy regarding Children's Online Privacy.
Automatic Data Collection. When the User visits and uses the Website(s), certain information may be collected automatically, including domain names, IP addresses, transaction data, and traffic data that does not necessarily personally identify a User. Breakdown may use such data for monitoring, correcting and customizing the functionality of the Website(s); for market research and marketing purposes by Breakdown; for monitoring and detecting, and substantiating any use of the Website(s) in violation of the applicable Terms of Use; and for sharing with affiliates, but information will not be shared with unaffiliated third parties and, when shared with affiliates, will be shared only on an aggregate basis that does not ordinarily permit the identification of individual Users.
Cookies. The Website(s) may employ "cookie" technology to keep track of a User's activity and usage of the Website(s) and to collect and store information between a User's visits to the Website(s). Cookies are small text files stored on the User's computer that a website can use to recognize repeat users and to facilitate each user's ongoing access to and use of a website. Generally, cookies work by assigning a unique number to the user that has no meaning outside of the assigning site. Breakdown cannot control the use of "cookies" by advertisers or third parties hosting data or facilities for the Website(s). Users who elect to remove or disable the "cookies" on their computers may impair the functionality of the Website(s).
Release of Information Under Other Circumstances. Breakdown reserves the right to disclose information whenever required to do so in order to comply with applicable law and/or legal process, and/or to enforce the terms of the TOU or any other agreement between the User and Breakdown, and/or the protect or enforce the rights, property, safety, or security of Breakdown, its advertisers and affiliates, and its employees, contractors, vendors, agents and representatives.
Children's Online Privacy. Breakdown does not provide services directed to children under the age of 18, and does not otherwise target children under the age of 18, except as set forth below.
Users Under the Age of 18. Some Users represent actors under the age of 18 who wish to utilize the products and services of Breakdown in order to seek employment as performers. Breakdown accepts Talent Submissions provided by Users whose clients under the age of 18 only under the circumstances and procedures described below. Written Approval by Parent or Guardian. Users who are talent agents and represent actors under the age of 18 years of age are responsible for obtaining verifiable parental consent in compliance with applicable law before submitting information to Breakdown. As set forth in the Terms of Use applicable to the Website(s), each such User has represented and warranted to Breakdown that the User has obtained such consent, and Breakdown relies in good faith on such representations and warranties.
Information Collected From Users About Actors Under the Age of 18. The terms and conditions of the Privacy Policy set forth above as to all Users generally apply to information about actors under the age of 18, with the sole exception that the parent or guardian of an actor who is an unemancipated minor has the right to require Breakdown to change or remove all information about the minor actor from the records of Breakdown upon notice in writing..
Successors. In the event that Breakdown is acquired by, merges with, and/or sells its assets to a third party, becomes aligned with another company or business entity, such third party shall be entitled to use the User's personal information as set forth in the TOU and Privacy Policy.
Questions: If a User has any questions or requires any assistance regarding the Website(s) and/or the TOU, please contact John Cornelius, Tel. (310) 276-9166, Ext. 8301. If a User has any questions or requires any assistance regarding any aspect of the Privacy Policy (including the Privacy Policy as it applies to all Users and the Privacy Policy as it applies to Users under the age of 18), please contact Gary Marsh, Tel. (310) 276-9166, Ext. 8301.
Copyright © 2015 by Breakdown Services, Ltd. All Rights Reserved.
BREAKDOWN SERVICES and logo, CASTINGABOUT.COM and associated words marks and logos, are trademarks of Breakdown Services, Ltd. EXTRASACCESS, SHOWCASEACCESS, REALITY ACCESS, ACTORS ACCESS, ACTORS SLATE, VIRTURAL CHANNEL NETWORK, and associated logos are registered trademarks of Breakdown Services, Ltd.
Terms of Use and Privacy Policy for BREAKDOWN SERVICES Website(s)