February 14, 2020
By registering for and/or using the Services in any manner, including but not limited to visiting or browsing the Site, you agree to these Terms of Service and all other operating rules, policies and procedures that may be published from time to time on the Site by us, each of which is incorporated by reference and each of which may be updated from time to time without notice to you.
Certain of the Services may be subject to additional terms and conditions specified by us from time to time; your use of such Services is subject to those additional terms and conditions, which are incorporated into these Terms of Service by this reference.
These Terms of Service apply to all users of the Services, including, without limitation, (a) users who are contributors of content, information, and other materials or services, registered or otherwise, (b) talent (including models, actors, and other performers) using the Services to find Jobs, as defined below (“Talent Users”), or (c) non-talent users using the Services to find Talent (“Clients”). You acknowledge that the Services provide a marketplace where Talent Users and Clients can identify each other and advertise, buy, and sell Talent User services. Subject to these Terms of Service, we provide, host, and maintain the Site and Services. However, you acknowledge that we are not involved in any way in the provision of services by Talent Users, do not warrant the results of such services, and are not a party to any dealings between users.
ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
Eligibility. You represent and warrant that you are at least 18 years of age. If you are under age 18, you may not, under any circumstances or for any reason, use the Services. We may, in our sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. You are solely responsible for ensuring that these Terms of Service are in compliance with all laws, rules and regulations applicable to you and the right to access the Services is revoked where these Terms of Service or use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation. Further, the Services are offered only for your use, and not for the use or benefit of any third party. If you are a Talent User, you represent that you have the authority to use the Services for such purposes and are not contractually or legally prohibited from doing so.
Registration. To sign up for the Services, you must register for an account on the Services (an “Account”). We reserve the right to decline a registration to join AGENT for any lawful reason, including supply and demand, cost to maintain data, or other business considerations. If you are selected to join and create an Account, then you must provide accurate and complete information and keep your Account information updated. You shall not: (i) select or use as a username a name of another person with the intent to impersonate that person; (ii) use as a username a name subject to any rights of a person other than you without appropriate authorization; or (iii) use, as a username, a name that is otherwise offensive, vulgar or obscene. You are solely responsible for the activity that occurs on your Account, and for keeping your Account password secure. You may never use another person’s user account or registration information for the Services without permission. You must notify us immediately of any change in your eligibility to use the Services (including any changes to or revocation of any licenses from state authorities), breach of security or unauthorized use of your Account. You should never publish, distribute or post login information for your Account. You may have the ability to close or deactivate your Account, either directly or through a request made to one of our employees or affiliates, but note that certain information (including your booking and Job history) may remain available and continue to be used by us after such closure or deactivation. You may be asked to provide proof of identity to access or use the Services and you agree that you may be denied access to the Services if you refuse to provide proof of identity.
Software Access. We will provide access, on a hosted basis, to the Software via an online user interface, in accordance with our publicly available documentation (which can be located at joinAGENT.com) (the “Documentation”) on the date you register (the “Effective Date”). We shall use commercially reasonable efforts to host and make available the Software, provided that nothing herein shall be construed to require us to provide for, or bear any responsibility with respect to any telecommunications or computer network hardware required by you to provide access from the Internet to the Software. You shall be solely responsible for providing and maintaining all hardware and software and other requirements for your use of the Software. You shall be solely responsible for all dealings with participants or users of the Services.
Ownership. The Services and Documentation and all Intellectual Property Rights (defined below) in the foregoing, are our exclusive property and our suppliers. Intellectual Property Rights means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world. All rights in and to the Services not expressly granted to you in these Terms of Service are reserved by us and our suppliers. Except as expressly set forth herein, no express or implied license or right of any kind is granted to you regarding the Services, or any part thereof, including any right to obtain possession of any source code, data or other technical material relating to the Services.
Definition. For purposes of these Terms of Service, the term “Content” includes, without limitation, information, data, text, photographs, videos, audio clips, written posts and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Services. For the purposes of this Agreement, “Content” also includes all User Content (as defined below).
User Content. All Content added, created, uploaded, submitted, distributed, or posted to the Services by any user, including any profile Content such as photographs or descriptions (collectively “User Content”), whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content. You represent that all User Content provided by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. You will be responsible for, and will fully indemnify and hold AGENT harmless from and against, any damage or loss to any person resulting from inaccurate, incomplete or outdated User Content provided by you. In addition, if any of your User Content is found to be false or misleading for any reason, or results in harm to any person, your account may be temporarily or permanently suspended at AGENT’s sole discretion. You acknowledge that all Content, including User Content, accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. We do not guarantee that any Content you access on or through the Services is or will continue to be accurate. If you connect your third-party social media accounts to the Service, you grant us the right to add images from your social media account to your portfolio on the Services, and such content shall be considered User Content.
Notices and Restrictions. The Services may contain Content specifically provided by us, our partners or our users and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Services.
License Grant. By submitting User Content through the Services, you hereby do and shall grant us a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Content in connection with the Site, the Services and our (and our successors’ and assigns’) businesses, including without limitation for promoting and redistributing part or all of the Site or the Services (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds), and including after your termination of your Account or the Services. You also hereby do and shall grant each user of the Site and/or the Services a non-exclusive, perpetual license to access your User Content through the Site and/or the Services, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Content, including after your termination of your Account or the Services. For clarity, the foregoing license grants to us and our users does not affect your other ownership or license rights in your User Content, including the right to grant additional licenses to your User Content, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third-party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.
Availability of Content. We do not guarantee that any Content will be made available on the Site or through the Services. We reserve the right to, but do not have any obligation to, (i) remove, edit or modify any Content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have violated these Terms of Service), or for no reason at all and (ii) to remove or block any Content from the Services.
Talent Release. In consideration for payment by a Client for a confirmed and booked photo and/or video shoot and/or other performance (as further described in the applicable booking) (each, a “Job”), each Talent User agrees to the following terms for the benefit of the applicable Client and anyone legally acting on behalf of such Client:
Talent User hereby assigns to Client all of Talent User’s right, title, and interest in any photographic and video content created by or on behalf of Client during the applicable Job (“Job Materials”) and grants the irrevocable right to use, re-use, publish, or republish images and photographs taken of Talent User that are included in the Job Materials together with Talent User’s own name, in whole or in part, in all forms and in all media and in all manners, including any composite or distorted representations of the same, for illustration, art, promotion, advertising, trade, or any other lawful purpose.
Talent User agrees that it will not use Job Materials for any profit or commercial purposes at any time without the prior consent of the applicable Client; however, so long as Client has provided permission in writing, Talent User may use any Job Materials provided to Talent User by such Client on social media or in Talent User’s personal or professional portfolio with credit given to the photographer or videographer, as applicable, and to Client. Talent User will not create any content in connection with a Job except as otherwise instructed by the Client (including, without limitation, by posting self-portraits or any other images or video of the Job to social media).
As a condition of use, you promise not to use the Services for any purpose that is prohibited by these Terms of Service. You are responsible for all of your activity in connection with the Services.
You shall not (and shall not permit any third-party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Service, including without limitation any User Content or Job Materials, that:
infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty (see our DMCA Copyright Policy); you know is false, misleading, untruthful or inaccurate;
is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by us in our sole discretion;
constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”); contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of ours or of any third party;
impersonates any person or entity, including any of our employees or representatives; or includes anyone’s identification documents or sensitive financial information.
You shall not: (i) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (iii) bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); (iv) run any form of auto-responder or “spam” on the Services; (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site; (vi) harvest or scrape any Content from the Services; or (vii) otherwise take any action in violation of our guidelines and policies.
You shall not (directly or indirectly): (A) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services (including without limitation any application or the Software), except to the limited extent applicable laws specifically prohibit such restriction, (B) modify, translate, or otherwise create derivative works of any part of the Services, or (C) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.
We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (1) satisfy any applicable law, regulation, legal process or governmental request, (2) enforce these Terms of Service, including investigation of potential violations hereof, (3) detect, prevent, or otherwise address fraud, security or technical issues, (4) respond to user support requests, or (5) protect the rights, property or safety of us, our users and the public.
Third Party Services. The Services may link to or permit you to access other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Services. When you access third party resources on the Internet, you do so at your own risk. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.
Third Party Users. Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that AGENT shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. If there is a dispute between participants on this site, or between users and any third party (such as experts), you agree that we are under no obligation to become involved. In the event that you have a dispute with one or more other users, you release us, our officers, employees, AGENTs, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: "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 understand that use of the Services may result in charges to you for the services or goods you receive ("Charges"). We will receive and/or enable your payment of the applicable Charges for services or goods obtained through your use of the Services. Charges will be inclusive of applicable taxes where required by law. Charges will be communicated to you through the Services. Charges may include, by way of example only and without limitation, software license fees, service fees, subscription fees, and the following Job-specific fees (as applicable):
All costs, including but not limited to legal and third-party collection agencies, associated with collecting monies that have been owed by a User for more than seven (7) days shall be the sole responsibility of the User.
As between you and us, we reserve the right to establish, remove and/or revise Charges for any or all services or goods obtained through the use of the Services at any time in our sole discretion. Further, you acknowledge and agree that Talent Users set their own hourly and day base rates and that, using the Services, you may agree on a flat, hourly or full-day rate for each Job with the applicable Talent User. We may from time to time provide certain users or partners with promotional offers and discounts that may result in different amounts charged for the same or similar services or goods obtained through the use of the Services, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the Services or the Charges applied to you.
Payment processing services for users on the Services are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these Terms of Service or continuing to access and/or use the Services, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of the Services enabling payment processing services through Stripe, you agree to provide us with accurate and complete information about you and your business through the Services, and you authorize us to share it, together with transaction information related to your use of the payment processing services provided by Stripe, with Stripe and with any other third party as necessary to provide or enable such payment processing services.
All Charges and payments will be enabled by us using the preferred payment method designated in your Account, after which you will receive an electronic receipt. If your primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that we may use a secondary payment method in your Account, if available. Charges paid by you are final and non-refundable, unless otherwise determined by us. THE SERVICES OFFERED ARE BASED ON PAYMENT BEING MADE BY CLIENTS TO TALENT USERS VIA THE SERVICES, UTILIZING THE PAYMENT METHOD DESIGNATED IN THE CLIENT’S ACCOUNT. CLIENTS AGREE NOT TO PAY TALENT USERS WITH CASH OR ANY OTHER PAYMENT METHOD OUTSIDE OF THE SERVICES AND TALENT USERS AGREE NOT TO ACCEPT PAYMENT OF CASH OR ANY OTHER PAYMENT METHOD OUTSIDE OF THE SERVICES. PAYMENTS MADE OUTSIDE THE SERVICES FOR JOBS BOOKED USING THE SERVICES WILL RESULT IN PENALTIES AS OUTLINED HEREIN AND MAY RESULT IN DOUBLE PAYMENT BEING MADE TO TALENT USERS. IT WILL BE THE SOLE RESPONSIBILITY OF THE CLIENT IF DOUBLE PAYMENT OF A JOB OCCURS DUE TO PAYMENT HAVING BEEN MADE OUTSIDE OF THE PLATFORM. ANY VIOLATION OF THIS PAYMENT AGREEMENT MAY RESULT IN FINANCIAL PENALTIES TO THE CLIENT AND THE CLIENT AND/OR TALENT USER BEING BANNED FROM USING THE SERVICES.
Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT JOINAGENT.COM OR VIA THE AGENT MOBILE APPLICATION.
Ratings. After a Job has been completed utilizing the Services, the applicable Client and Talent User will each have the opportunity to rate their respective experiences and leave additional feedback. Talent Users’ ratings by Clients may affect the order in which Talent Users are displayed to Clients looking to book talent: the higher the aggregate rating of a Talent User, the better such Talent User may be positioned in search/filter results.
Client Cancellation Fees. Clients will be responsible to AGENT for cancellation fees if the Client elects to cancel a Job, as follows:
The foregoing cancellation fees are payable directly to AGENT, and AGENT may (but is not obligated to), at its sole discretion, remit some or all of the foregoing cancellation fees to affected Talent Users or other persons. We reserve the right to take payment of cancellation fees automatically using Client’s credit card or other payment information that is saved in Client’s Account. If payment cannot be processed utilizing Client’s saved credit card or other payment method, then Client agrees to remit payment for such fees to AGENT within 7 days of the cancellation.
Talent User Cancellation & No-Show Fees. Talent Users will be responsible to AGENT for job cancellation fees if such Talent User cancels a Job for which such Talent User has previously confirmed, and such cancellation is not supported by a doctor’s letter (for medical reasons) or documentation in the event of death or injury of an immediate family member. Unsupported cancellations by Talent Users will result in fees as outlined below and suspension from the Services for a period that varies according to when such Talent User cancels a Job, as follows:
The foregoing cancellation fees are payable directly to AGENT, and AGENT may (but is not obligated to), at its sole discretion, remit some or all of the foregoing cancellation fees to affected Clients or other persons. AGENT reserves the right to facilitate payment for cancellation and no-show fees using Talent User’s bank account as designated in such Talent User’s Account. If payment cannot be processed utilizing such bank account then such fees will either be billed to the Talent User directly or offset from the payments we facilitate for such Talent User's future Jobs, at our sole discretion.
Referrals and Promotional Codes. We may, in our sole discretion, create referral and/or promotional codes ("Promo Codes") that may be redeemed for discounts on future Services and/or a third-party provider’s services, or other features or benefits related to the Services and/or a third-party provider’s services, subject to any additional terms that we establish. We reserve the right to withhold or deduct credits or other features or benefits obtained through the use of the referral system or Promo Codes by you or any other user in the event that we determine or believe that the use of the referral system or use or redemption of the Promo Code was in error, fraudulent, illegal, or otherwise in violation of the Terms of Service. You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by us; (iii) may be disabled by us at any time for any reason without liability to us; (iv) may only be used pursuant to the specific terms that we establish for such Promo Code; (v) are not valid for cash; and (vi) may expire prior to your use. For an overview of current referral programs and associated terms and conditions, please visit referral program terms.
Termination. We may terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your Account, you may do so by following the instructions on the Site or through the Services. Any fees paid hereunder are non-refundable. All provisions of these Terms of Service which by their nature should survive termination shall survive termination, including, without limitation, licenses of User Content, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
We have no special relationship with or fiduciary duty to you. You acknowledge that we have no duty to take any action regarding: which users gain access to the Services; what Content you access via the Services; or how you may interpret or use the Content.
You release us from all liability for you having acquired or not acquired Content through the Services. We make no representations concerning any Content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, or legality of material or Content contained in or accessed through the Services.
THE SERVICES AND CONTENT ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK.
Text Messaging. You agree that we may contact you by telephone, in-app direct messaging or text messages (including by an automatic telephone dialing system) at any of the phone numbers provided by you or on your behalf in connection with an Account, including for marketing purposes. You understand that you are not required to provide this consent as a condition of purchasing any property, goods or services. You also understand that you may opt out of receiving text messages from us at any time, either by texting the word "STOP" to (323) 942-0207 using the mobile device that is receiving the messages, or by contacting help@joinAGENT.com. If you do not choose to opt out, we may contact you as outlined in our User Privacy Statement.
Indemnification. You shall defend, indemnify, and hold harmless us, our affiliates and each of our and their respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the Services, Content, or otherwise from your User Content, violation of these Terms of Service, or infringement by you, or any third party using your Account or identity in the Services, of any intellectual property or other right of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.
Limitation of Liability. IN NO EVENT SHALL WE, NOR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS (IN THE AGGREGATE) OF THE GREATER OF (A) FEES PAID TO US FOR THE PARTICULAR SERVICES DURING THE IMMEDIATELY PREVIOUS THREE (3) MONTH PERIOD OR (B) $500.00.
ARBITRATION CLAUSE & CLASS ACTION WAIVER – IMPORTANT – PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS Arbitration. YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND US (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH US, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THESE TERMS OF SERVICE, YOUR USE OF THE SERVICES, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION'S RULES FOR ARBITRATION OF CONSUMER-RELATED DISPUTES AND YOU AND WE HEREBY EXPRESSLY WAIVE TRIAL BY JURY; PROVIDED, HOWEVER, THAT TO THE EXTENT THAT YOU HAVE IN ANY MANNER VIOLATED OR THREATENED TO VIOLATE OUR INTELLECTUAL PROPERTY RIGHTS, WE MAY SEEK INJUNCTIVE OR OTHER APPROPRIATE RELIEF IN ANY STATE OR FEDERAL COURT IN THE STATE OF CALIFORNIA. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND WE WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. As an alternative, you may bring your claim in your local “small claims” court, if permitted by that small claims court's rules and if within such court’s jurisdiction, unless such action is transferred, removed or appealed to a different court. You may bring claims only on your own behalf. Neither you nor we will participate in a class action or class-wide arbitration for any claims covered by this agreement to arbitrate. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person's account, if we are a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. In the event the American Arbitration Association is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either we or you can elect to have the arbitration administered instead by the Judicial Arbitration and Mediation Services. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms of Service. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Services or these Terms of Services must be filed within one (1) year after such claim of action arose or be forever banned.
Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration section will be null and void. This arbitration agreement will survive the termination of your relationship with us.
Governing Law and Jurisdiction. These Terms of Service shall be governed by and construed in accordance with the laws of the State of California, including its conflicts of law rules, and the United States of America. You agree that any dispute arising from or relating to the subject matter of these Terms of Service shall be governed by the exclusive jurisdiction and venue of the state and Federal courts of Los Angeles County, California.
Modification. We reserve the right, in our sole discretion, to modify or replace any of these Terms of Service, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by sending you notice through the Services, via e-mail or by another means of electronic communication. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. While we will timely provide notice of material modifications, it is also your responsibility to check these Terms of Service periodically for changes. Your continued use of the Services following any changes to these Terms of Service constitutes acceptance of those changes, which will apply to your continued use of the Services going forward. Your use of the Services is subject to the Terms of Service in effect at the time of such use.
Entire Agreement and Severability. These Terms of Service are the entire agreement between you and us with respect to the Services, including use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to the Services. If any provision of these Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Service will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
Force Majeure. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
Assignment. These Terms of Service are personal to you, and are not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.
Worker Classification. No agency, partnership, joint venture, or employment relationship is created between us and any user or amongst users as a result of these Terms of Service, and no party hereto has any authority of any kind to bind any other party in any respect. Clients are solely responsible for and have complete discretion with regard to selection of Talent Users for any Job. Clients are solely responsible and assume all liability for determining whether Talent Users should be engaged as independent contractors or employees of Client and engaging them accordingly; each user hereby agrees that we have no involvement in and will have no liability arising from or relating to the classification of a Talent User generally or with regard to a particular Job.
Notices. Unless otherwise specified in these Term of Service, all notices under these Terms of Service will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to legal@joinAGENT.com.
No Waiver. Our failure to enforce any part of these Terms of Service shall not constitute a waiver of our right to later enforce that or any other part of these Terms of Service. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms of Service to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.
Headings. The section and paragraph headings in these Terms of Service are for convenience only and shall not affect their interpretation.
Contact. You may contact us at the following address: 6245 Wilshire Blvd, Los Angeles, CA 90048, support@joinAGENT.com
Effective Date of Terms of Service: February 14, 2020
Copyright Dispute Policy Effective date: March 8, 2018
In accordance with the DMCA, we’ve adopted the policy below toward copyright infringement. We reserve the right to (1) block access to or remove material that we believe in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users and (2) remove and discontinue service to repeat offenders. Remember that your use of the Services is at all times subject to the Terms of Service which incorporates this Copyright Dispute Policy. Any terms we use in this Policy without defining them have the definitions given to them in the Terms of Service.
Procedure for Reporting Copyright Infringements. If you believe that material or content residing on or accessible through the Services infringes your copyright (or the copyright of someone whom you are authorized to act on behalf of), please send a notice of copyright infringement containing the following information to AGENT’s Designated Agent to Receive Notification of Claimed Infringement (our “Designated Agent,” whose contact details are listed below):
Once Proper Bona Fide Infringement Notification is Received by the Designated Agent.
Upon receipt of a proper notice of copyright infringement, we reserve the right to remove or disable access to the infringing material, notify the content provider who is accused of infringement that we have removed or disabled access to the applicable material, and terminate such content provider's access to the Services if he or she is a repeat offender.
Procedure to Supply a Counter-Notice to the Designated Agent.
If the content provider believes that the material that was removed (or to which access was disabled) is not infringing, or the content provider believes that it has the right to post and use such material from the copyright owner, the copyright owner's agent, or, pursuant to the law, the content provider may send us a counter-notice containing the following information to the Designated Agent:
If a counter-notice is received by the Designated Agent, AGENT may, in its discretion, send a copy of the counter-notice to the original complaining party informing that person that AGENT may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider accused of committing infringement, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at AGENT's discretion. Please contact AGENT's "designated agent" at the following address: Mark Willingham . AGENT, Inc. 6245 Wilshire Blvd, Los Angeles, CA 90048 . Phone: (800) 457-1998 . Email: email@example.com
The Terms of Service apply to your use of all the Services, including the iPhone, iPad Touch, and iPad applications available via the Apple, Inc. (“Apple”) App Store (the “Application”), but the following additional terms also apply to the Application: