Actorswood® ("Company"), the operator of Actorswood® welcomes you ("You") to Actorswood®. Actorswood®is a social networking resource and online location for entertainment business professionals. Actorswood® currently allows Actorswood® Members to set up personal profiles that can be linked together through networks of friends and industry contacts. Actorswood® Members can create profiles, upload authorized content, describe their professional and social interests, publish web logs (blogs), and post comments regarding content uploaded to Actorswood® by other Members. Actorswood® Members can also use Actorswood® to communicate with old friends and meet new friends through the service.
If You are a non-Member User of Actorswood® You are authorized to access the public areas of Actorswood®.
THEREFORE, IT IS VERY IMPORTANT THAT YOU COMPLETELY READ THIS AGREEMENT BECAUSE BY YOUR CONTINUED USE OF THE WEBSITE, ACCESSING CONTENT FROM THE WEBSITE OR USE OF ANY SERVICE PROVIDED BY THE COMPANY YOU AGREE THAT YOU WILL BE EXPRESSLY SIGNIFYING THAT YOU AGREE TO ALL THE FOLLOWING TERMS, CONDITIONS AND OTHER PROVISIONS, SET FORTH IN THIS AGREEMENT.
"Affiliated Content Providers" shall mean persons and entities, including other Members, that make Content available at, in, on, though, from and/or, in association with, the Website or otherwise make Content available via participation in one or more programs provided by or in association with Actorswood® or via one or more Services provided by the Company.
"Audiovisual Work" shall have the same meaning as set forth in Section 101 of the United States Copyright Act.
"Content" shall mean text, photographic works, sound recordings, music, audio works, videos, Audiovisual Works, audiovisual combinations, haptic works, software, scripts, graphics, interactive features, and other materials that may accessed in, at, on, from, or through, the Website, or via the Service.
"Designated Agent" shall mean the person who is the Company's Designated Agent to receive notice of infringement, and counter-notices pursuant to, and subject to the terms of, the DMCA.
"DMCA" shall mean the Digital Millennium Copyright Act.
"Harmful Software" shall mean malicious or damaging code or software, spyware, computer viruses, Trojan Horses, worms, and any and all other devices that are designed or intended, in whole or in part, to disrupt, damage, limit, spy, or interfere with the proper functioning of any software, hardware, or telecommunications equipment or to obtain unauthorized access to any computer, server, digital storage device, or database.
"Indemnified Parties" shall mean the Company, the Company's licensors, and the Company's and the Company's licensor's respective directors, officers, members, principals, employees, contractors, suppliers, advertisers, affiliates, agents, attorneys, all other Members, all Users, all authors, creators, and/or producers of, and all performers in or on Content provided to the Website by Members and other Affiliated Content Providers, and all of the foregoing parties' respective, successors, successors in interest, heirs and assigns.
"Internet" shall mean a global network of interconnected computer networks, each using the Transmission Control Protocol/ Internet Protocol and/or such other standard network interconnection protocols as may be adopted from time to time, which is used (among other things) to transmit content between, or enable commercial transactions between, one or more websites and users thereof.
"Released Parties" shall mean s the Company, the Company's licensors, and the Company's and the Company's licensor's respective directors, officers, members, principals, employees, contractors, suppliers, advertisers, affiliates, agents, attorneys, and all of the foregoing parties' respective, successors, successors in interest, heirs and assigns.
"Service" and "Services" shall interchangeably mean one or more services provided by the Company to You in association with the use of the Website and/or other features of Actorswood® Services. All Services shall at all times be provided at Company's election and some or all such Services may be suspended, terminated, added to, subtracted from, and/or otherwise modified at any time by Company at Company's sole discretion.
"Service-Specific Terms" shall mean terms and conditions that are specific to Services, transactions, and/or other features provided by the Company. Service-Specific terms and conditions may be posted on the Website, for example, in association with specific features offered by the Company.
"Users" and "Website users" shall interchangeably mean users of the Website, including, without limitation, visitors, customers, Members, subscribers, advertisers, users of Services provided by the Company on, in, at or through the Website, and participants in programs and/or Services provided by the Company in association with the Website, some of which are now, or may in the future be, other Members of Actorswood®.
"User In Good Standing" shall mean a User that is in compliance with all the terms and conditions set forth in this Agreement.
"Website" shall mean the website and forum known as "Actorswood®" accessible at or through HYPERLINK "https://www.actorswood.com" www.actorswood.com and any and all future versions thereof, including without limitation, versions owned and/or operated by one or more entities other than Actorswood®.
"Website Affiliates" shall mean persons and entities affiliated with the Website, including without limitation, persons participating in the Company's affiliate marketing program(s), advertisers on the Website, parties providing traffic to the Website, and providers of "up-sell" products and services, etc.
"Your Content" and "Licensed Work" shall interchangeably mean any and all Content of every kind that You upload to the Website or otherwise provide to the Company and/or its successors, and/or the future operator(s) of the Website. For example, if the Company allows You to comment on Content provided by Members or others, Your comments would comprise, without limitation, Your Content.
"Actorswood® Trademark Licensor" shall mean Black and Blue, LLC.
Additional Required Member Certifications. You hereby represent, agree, warrant, and certify:
that You over the age of eighteen (18) years (use of this Website for persons under the age of eighteen (18) years is strictly forbidden);
that if You are under the age of eighteen (18) years (but over the age of eighteen (18) years), You have the permission of a parent or guardian to access and use this Website and to use the computer(s) You use to access and use the Website;
that You have chosen to access the Website and use the Service voluntarily for Your own personal enjoyment, information, entertainment and/or education;
that You will not use the Website for any commercial purpose; and
that You have not listed any email address provided to the Company and/or any Affiliated Content Producers that is included in, or which You or another party subsequently includes in, any "do not email" registry or similar service anywhere in the world, and will not do so in the future regarding any email address You provide to the Company and/or any Affiliated Content Producers.
Our Grant Of Limited License To You. You acknowledge and agree that all the materials Company makes available to You at or through the Website are proprietary and constitute valuable copyright, trademark and other intellectual property owned by others, including Company. In consideration of Your representations, warranties and acknowledgments in this Agreement, and conditioned upon the truth of Your affirmation that You are over the age of eighteen (18) years, the Company hereby grants You a limited and revocable single user non-exclusive license (i) to access its computer servers to use the Website for Your private non-commercial use only, and (ii) to use the Services normally accorded a visitor to the Website. You acknowledge and agree that the limited license above may be revoked, suspended, or terminated by the Company at its election at any time.
License To Use Your Content. Company may provide, without any obligation to do so, the authorization and means for You to post or otherwise provide comments and/or other Content to Actorswood® If so, You hereby grant to the Company and its Actorswood® trademark licensor, a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license ("Content License") to copy, reproduce, distribute, transmit, disseminate, prepare derivative works of, display, and perform, and otherwise use, by any and all means now known or hereinafter invented, all of Your Content that You upload, submit, or otherwise provide to, Stage 32® and/or Company, including without limitation, via submission to the Website or by any other means ("Licensed Rights").
Without limiting the foregoing, You hereby agree that the Licensed Rights in and to Your Content subject to the Content License shall include all of the following rights:
the rights to use Your Content, and derivative works thereof, in connection with the Service, the Website, and all other services and websites and in connection with the Company's and the Actorswood® trademark licensor's (and their respective successors' and affiliates') business(es), including without limitation, for promoting and redistributing part or all of the Service and/or other Actorswood® trademark licensor's licensees' respective services, in any and all media formats and through any and all media channels by any and all means now known or hereinafter invented;
the rights to host, cache, store, copy, transmit, perform, display, broadcast, stream and transmit Your Content by any means now known or hereinafter invented;
the rights to make copies of and otherwise reproduce Your Content on the Company's computers and on other Actorswood® trademark licensor's licensees' computers for use on the Website and/or use on Actorswood® trademark licensor's licensees' websites,
the rights to make copies of and otherwise reproduce Your Content in the random access memory of computers and other devices operated by Users accessing Your Content in, at, on, through, or in association with, the Website, the Service, and/or any other website or service provided by any other Actorswood® trademark licensor's licensees;
all other rights required for the Company and/or other Actorswood® trademark licensor's licensees to grant to the users of the Website and to users of other Actorswood® trademark licensor's licensees' websites, the rights to access and stream Your Content from and/or through the Website and other Actorswood® trademark licensor's licensees' websites, and to otherwise play and perform Your Content on, in, at, on and/or through, the Website and other Actorswood® trademark licensor's licensees' websites, including without limitation, the right to grant to such users the right to create ephemeral copies of Your Content in the random access memory of their computers and all other devices now known or hereinafter invented that are capable of accessing the Website and/or other Actorswood® trademark licensor's licensees' websites, including, without limitation, mobile devices;
the right, but not the obligation, to associate and publish information with Your Content, including without limitation, information provided by or about You, and descriptions, critiques and evaluations of Your Content;
the right to modify, edit, adapt, prepare and format Your Content as Company and/or other Actorswood® trademark licensor's licensees determine in their respective sole discretion is appropriate for the limited purposes of formatting the uploaded Your Content for their respective services and systems, for optimizing visual or sound quality of the uploaded Content and otherwise as Company and other Actorswood® trademark licensor's licensees respectively deem appropriate to effectuate the licensed use of such Content on the Website and on other Actorswood® trademark licensor's licensee's websites as contemplated by this Agreement; and
the right to remove, replace, take down, put back up, suspend, temporarily terminate, and/or permanently terminate the use of, any and all of Your Content in, at, on, through and/or in association with, the Website and/or any and all other Actorswood® trademark licensor's licensees' websites at any time.
You Grant Content Licenses And User Licenses Each Time Content Is Submitted. You acknowledge and agree that when You submit Your Content to Actorswood® and/or Company via the Website or by any other means, that by providing Your Content to the Company, You will, by each such act, be simultaneously be granting a Content License and a User License, as set forth above, with respect to and regarding such Content You submit.
Termination Of License. The above licenses granted by You regarding Your Content submitted to the Service shall terminate within a commercially reasonable time after You remove or delete Your Content from the Service, and, as applicable, from such other Actorswood®trademark licensor's licensees' services using Your Content, if any. You understand and agree, however, that Actorswood® and Actorswood® trademark licensor's other licensees may retain server copies of Your Content that have been removed or deleted from their respective services by You. Notwithstanding the foregoing, You acknowledge and agree that any and all licenses granted by You in, to, or otherwise regarding, user comments that You have submitted to the Service and/or to other Actorswood® trademark licensor's licensees' services shall be perpetual and irrevocable.
Removal Of Your Content From The Website. If You would like any of Your Content (except for user comments) to be removed from the Actorswood® Website, You may do so by contacting contact(at)actorswood.com. You acknowledge and agree that the Company shall have no liability for failure to remove Yours or any other User's Content from the Website or Service for any reason. If Your Content is included in, on or in association with one or more other Actorswood® trademark licensor's licensees' websites or services, and You would like to remove Your Content from such other websites or services, a similar content removal method as set forth above regarding the Actorswood® Website will be provided in regard to such other Actorswood® trademark licensor's licensees' websites.
No Unlawful Or Infringing Content. You agree that You will not upload any Content that violates any law or regulation or infringes, violates or misappropriates any person's or any entity's rights, including, without limitation, any person's or any entity's intellectual property rights or other proprietary rights, any privacy rights, or any contractual rights.
No Sexual Depictions Of Children. You expressly agree that You will not upload or otherwise provide to Actorswood® or to Company any Content that contains any depiction of a minor engaged in "sexually explicit conduct" as defined in 18 U.S.C. SS2256 (2)(A)
No Nudity Or Sexually Explicit Conduct. You expressly agree that You will not upload or otherwise provide to Actorswood® or to the Company any Content containing nudity or any actual or simulated sexually conduct, any obscene matter, or any Content subject to subject to 18 U.S.C. SS2257 and/or 18 U.S.C. SS2257A.
No Objectionable Content. You expressly agree that You will not upload or otherwise provide to Actorswood® or to the Company any Content that is indecent, offensive, bigoted, hateful, malicious, defamatory, or harmful to minors or any Content that depicts actual or simulated cruelty or harm to animals.
No Personal Information Regarding Any Person Under The Age Of eighteen (18) Years. You agree that You will not at any time upload or otherwise provide any personal information regarding any person under the age of eighteen (18) years, including without limitation, any name, email address, mailing address, telephone number, social security number or other personally identifying information.
Important Website And Content Access And Use Restrictions.
All Content On The Website Is Proprietary. All photographs, videos, music, sound recordings, Audiovisual Works, software, text, images, graphics, user interfaces, trademarks, logos, artwork and other Content, including but not limited to the design, selection, arrangement, and coordination of such Content on the Website is owned by the Company or its licensors and is protected by copyright, trade dress, and trademark laws, and other intellectual property laws. Except as expressly provided in this Agreement or Service-Specific Terms, no part of the Website and no Content may be reproduced, recorded, broadcast, distributed, uploaded, posted, altered to make new works, performed, digitized, or transmitted in any way to any other computer, website or other medium, or used for any commercial purpose, without the prior written consent of the Company or the respective licensors of the Content. The Company and its licensors reserve all rights not expressly granted in and to the Service and the Content.
Personal Authorized Use Only. As a visitor to Actorswood®, You shall have a nontransferable, nonexclusive, non-sublicensable license to use the publicly accessible areas of Actorswood® Website for personal use only. You may not use the Actorswood® Website, or any Content available in, at, on, through, from, or in association with, the Website, or any Service provided by the Company, for any commercial purpose whatsoever. You may not create derivative works of, or re-digitize, any such Content provided by the Company or Members, or use any such Content in conjunction or in combination with any third-party content (e.g., to provide an audio or visual component of an audiovisual work). You acknowledge and agree that no use of the Actorswood® Website or any Content associated therewith, no use of any Service provided by the Company, and no use of the Actorswood® trademark, are permitted except as expressly authorized by this Agreement and/or Service-Specific Terms associated therewith. Without limiting any of the other indemnification provisions set forth in this Agreement, You agree that to the fullest extent permitted by applicable law, You shall fully indemnify all Indemnified Parties, including without limitation, the Company, and the Company's licensors, for any and all failures by You to fully comply with terms set forth in this Paragraph.
No Downloading Unless A Downloading Option Is Provided. You agree that You will not download any Content from the Website or the Service unless the Company has provided You with the authorization and the means to download the Content by engaging a "download" button or similar link displayed in close association with the Content.
No Circumvention Of Content, Website or Service Security Features. You agree not to circumvent, disable or otherwise interfere with any security-related system, function or feature of the Website or Service, or any system, function or feature designed to prevent or restrict the use or copying of Content or otherwise effectuate one or more limitations on the use of the Website, the Service, and/or any Content associated therewith.
Company And Company's Licensors Shall Not Be Responsible For Member-Generated Or Third-Party Content. You understand and agree that when You are using the Website and/or the Service, You will be exposed to Content from a variety of sources, including, without limitation Content provided by other Members, and Content provided by other Affiliated Content Providers, and that the Company and its licensors are not, and shall not, be responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to, such Content. You further understand and acknowledge that You may be exposed to information and other Content that is inaccurate, offensive, indecent, and/or objectionable, and You expressly agree to waive, and hereby do waive, any and all legal and equitable rights and remedies You have or may acquire in the future against the Company, the Company's licensor(s), and/or their respective licensors and licensees with respect thereto, and, to the extent permitted by applicable law, You agree to indemnify and hold harmless all Indemnified Parties to the fullest extent allowed by law regarding all matters related to Your use of the Website, the Service and Content directly or indirectly related thereto.
Use Only In Accordance With This Agreement Is Authorized. You acknowledge and agree that You may only access, view, listen to, download, and receive materials available at, in, or through, Actorswood®, the Website and/or one or more Services provided by the Company, including without limitation, Content provided by Affiliated Content Providers, only in accordance with this Agreement, Service-Specific Terms, and other applicable rules, notices and agreements posted on the Website, and their posted revisions, including, without limitation, specific terms and condition associated with the acquisition and use of Affiliated Content Provider's Content.
Access By One Computer At A Time. You may access and use the Website only on one computer at a time and You may only make a single ephemeral copy of the parts of the Website You are currently visiting in the random access memory of Your computer.
Reproduction Or Publication Of Parts Of The Website Is Strictly Prohibited. Except for providing links to the Website and/or the URL locations of Content published on the Website, You may not re-publish or provide any parts of the Website or any of Affiliated Content Providers' Content to any other person or entity without express prior written authorization by the Company. Such prohibited uses include, without limitation, transmission of the Website and/or Content associated therewith by emailing, phone messaging, or by any other means of publication or dissemination of reproductions of the Website or such Content, in whole or in part, including without limitation, via any web page, including without limitation, on any personal web page You may own or be affiliated with, including any Face Book(R) page, any Google+(R) page, any MySpace(R) page, any Twitter(R) page, or by the use of any other social networking sites, regardless of whether any of the aforementioned uses are commercial or non-commercial. You acknowledge and agree that any and all such unauthorized use by You shall constitute intentional and willful copyright infringement by You that could subject You to serious and substantial potential liability and monetary damages.
Your Use Of The Website And Services Shall Be Subject To All Applicable Laws And Regulations. You agree that Your use of the Website and all Services provided by the Company shall at all times be subject to, and in compliance with, all applicable local, state, national and international laws and regulations and that You shall at all times be solely responsible for all acts and omissions that occur by, or otherwise in association with, Your use of the Actorswood® Website. No software or any other Content available in, at, or through this Site may be uploaded, downloaded, imported, or exported in violation of any law including, without limitation, to countries that are subject to any governmental export restrictions.
Website and Service Content Is Licensed And Not Sold. Use of the Website, the Service, and the Content contained or otherwise associated therewith are subject to a limited license for Your use in accordance with this Agreement and applicable Service Specific Terms while You are a User in Good Standing, and such Content is not sold or assigned, notwithstanding use of any terms such as "sell," "purchase," "order," or "buy" on the Website or in this Agreement. Any and all licenses granted to You to download Content from the Website are nonexclusive, nontransferable, and non-sublicensable.
Consequences Of Unauthorized Use Of The Website And/or Services. You hereby acknowledge that You understand, and that You hereby agree, that You must abide by these terms and conditions or any accessing or use of the Website and Service by You will not be authorized. The unauthorized accessing of the Company's computers and databases in excess of the authorization expressly granted by the Company in this Agreement may violate state, federal and foreign laws, including, without limitation, The Electronic Communications Privacy Act, 18 U.S.C. SSSS 2701-2710, The Computer Fraud and Abuse Act, 18 U.S.C. SS 1030 and The California Comprehensive Computer Data Access and Fraud Act, Cal. Penal Code SS502, and may constitute trespass to chattels, and intentional copyright infringement(s) of the Company's and third-party's copyrights under the laws of the United States and other countries. You further acknowledge that You understand that any such unauthorized access of the Website and/or Company Content or Affiliated Content Providers' Content on the Company's computers could subject You to potential criminal prosecution and substantial civil liability. For example, intentional infringement of the Company's or a Member's copyright in a single work could subject You to statutory damages of up to $150,000 per work infringed, or greater actual damages.
Actorswood® Community Code Of Conduct. You agree to use the Website and all Services provided by the Company in strict accordance with this Actorswood® Community Code of Conduct.
(I) You shall at all times act professionally and be courteous to Members and other Users of the Website and shall not use Actorswood®, the Website or any Service provided by the Company to engage in any harassing, abusive, disruptive or offensive behavior, or to post or upload any communication or other Content that contains libelous, slanderous, abusive, defamatory, racist, obscene or offensive language or other material.
For example, when commenting on another Member's profile or creative work, if You are provided a means to do so, You agree that You will only engage in constructive commentary and refrain from abusive comments. You agree that You will not engage in any activity or behavior that directly or indirectly interferes with any Member's or Website User's use or enjoyment of the Website or Services provided by the Company. You also agree not to send any unwelcomed communications to any Stage 32® Members or Users or use Actorswood® or any Service provided by the Company to send unwelcomed communications to others.
(II) You shall not use Actorswood®, the Website or any Service provided by the Company in any manner that infringes, misappropriates or otherwise violates any person's or entity's rights.
For example, You may not upload any photographs, videos, recordings, text or other Content to the Website that does not belong to You or for which the You do not have all the required rights to do so at the time of uploading.
You may not copy, sell, license, broadcast, transmit, distribute, perform, display, rebrand, or otherwise use any information or other Content accessible in, at, on, through, from or in association with, Actorswood®, the Website or any Service provided by the Company (excluding Your Content) except as permitted in this Agreement or as otherwise expressly authorized by the Company.
You may not use Actorswood®, the Website or any Service provided by the Company to publish information that You do not have the right to disclose or make available under any law or under contractual or fiduciary relationships (such confidential information, information learned or disclosed as part of an employment relationship, information covered by or under a nondisclosure agreement, or any "insider" information).
You may not use the Stage 32® trademark, or any of the Company's or the Actorswood® trademark licensor's brands, logos or other trademarks for any purpose unless You have received express prior written authorization from the Company and the Actorswood® trademark licensor to do so.
(III ) You shall not to remove or attempt to remove any notices or labels (including without limitation, any copyright or trademark notices or symbols) or any advertisements associated with, or incorporated into, the Website or any Service provided by the Company, or incorporated into any Content displayed or posted at, on, in or in association with, the Website.
(IV) You shall at all times comply with all applicable laws and You shall not use Actorswood®, the Website or any Service provided by the Company to engage in any form of illegal conduct.
Without limiting the foregoing, You agree that You will not use Actorswood® the Website, or any of the Services to
(i) unlawfully acquire or use any other Member's or other User's personal information; (ii) advertise, promote, market, buy, or sell any illegal products or prohibited activities; (iii) upload, download, distribute or transmit child pornography, obscene material or material not compliant with 18 U.S.C. SS2257 or SS2257A; (iv) threaten, harass or injure any person; or (v) violate any law regarding the transmission of technical data or software exported from the United States.
(V) You agree that You will not engage in any unlawful or inappropriate use of email to promote Yourself or any other person or entity on or in association with Actorswood®.
You expressly represent and warrant that You are familiar with the CANSPAM Act and that You will not engage in any activity that violates the CANSPAM Act or any other law regulating the transmission of email. You agree not to engage in any activity the comprises the sending of junk email, chain letters, duplicative or unsolicited messages or unlawful "spamming" in connection Your use of any Services provided by the Company. You may not use SActorswood® or any Service provided by the Company to promote or participate in any "chain letters," "pyramid schemes," or any similar forms of communication.
(VI ) You agree that You will not post inappropriate, inaccurate, harmful or objectionable Content to Actorswood® or use any such materials in association with Your use of the Website or any Service provided by the Company.
(VII) You shall only provide truthful and accurate information to the Company and to the Service, including without limitation, all information You post in Your Profile Area.
For example, without limiting the foregoing, You acknowledge and agree that You shall not upload, post, email, transmit or otherwise make available any information or other Content that:
(i) falsely states or otherwise misrepresents Your identity; or (ii) contains a forged header or false identifiers to disguise the origin of any communication transmitted through or in association with Actorswood® or any Service provided by the Company.
(VIII) You shall not attempt to sign up for or otherwise create a Membership for any person except for Yourself, a natural person and You shall not create more than one Membership for Yourself.
You may not set up a membership for an entity, such as a corporation, a trust or a limited liability company.
(IX) You shall not create more than one user profile or a user profile for anyone other than Yourself, a natural person, except for Child Profiles You are authorized to create for Your minor child(children) over the age of eighteen (18) years subject to the terms of this Agreement and the document entitled "Setting Up A Child Profile" (Click [child]) to see a copy of this document).
(X) You shall not impersonate, or falsely claim an affiliation with, any person or entity.
For example, You shall not directly or indirectly engage in any activity in association with Your use of the Website or any Service provided by the Company in which You claim a false affiliation with the Company, any employee or agent of the Company or any other Member.
(XI) Because You acknowledge that information You provide in Your profile and post elsewhere in, at, or on the Website or through the Service will be public information, You agree that You will not post or provide information that You consider to be confidential or that You wish to keep private.
(XII) You shall not attempt to gain unauthorized access to Actorswood® the Website or any Service provided by the Company, or to any of the Company's, or its agents' servers or databases.
You agree that You will not attempt to access any prohibited files or any of the Company's computers or databases beyond the authorization expressly granted to You by the Company. You also agree that You will not attempt to acquire another Member's password or access another Member's account.
(XIII) You shall not attempt to establish unauthorized hyperlinks to any password-protected parts of the Website or to any materials in, at, on, or associated with, the Website without express permission from the Company to do so.
(XIV) You shall always use due care not to upload any viruses or other Harmful Software to the Website or use any Harmful Software in association with any Service provided by the Company.
For example, You agree that You will at all times take care not to upload any files (e.g., video files, text files, etc.) to the Company's servers that contain any viruses, time bombs, cancel bots, worms, Trojan horses or any other Harmful Software. You also agree not to engage in any activity that interrupts or limits the functionality of any computer software, hardware or telecommunications equipment of the Company or of any User of Actorswood®
(XV) You shall not use the Website or any Service provided to You by the Company for any commercial purpose.
(XVI) You shall not use Actorswood® to directly or indirectly set up, develop or attempt to set up or develop any kind of sales network, multi-level marketing plan, pyramid scheme, or any similar endeavor.
(XVII) You shall not upload any Content to Actorswood® or the Website that advertises or promotes any competitor of the Company or any third-party products or services.
For example, You agree that the foregoing prohibition includes, without limitation (i) any marketing or promoting of any other website that is not expressly authorized by the Company, and (ii) any marketing or promotional activity that reasonably appears to be intended to divert traffic to another website or business, including, without limitation, a website(s) or business of any of Company's competitors.
(XIX) You shall promptly review and comply with all notices sent to You by or on behalf of the Company concerning Your membership and/or Services provided to You by the Company.
(XX) You acknowledge and agree that all of the following activities are strictly prohibited. You may not attempt to or actually:
access the Website or any Service provided by the Company by any means other than through the interfaces provided by the Company;
engage in "framing," "mirroring," or otherwise simulation of any appearance, trade dress, or function of Actorswood® or any Service provided by the Company;
"deep-link" to any part of the Actorswood® Website for any purpose except for promoting Your profile in accordance with, and subject to, the terms of this Agreement.
sell or license any Content available in, at, on or associated with Stage 32® or any Service provided by the Company;
reverse engineer, decompile or disassemble the source code for any underlying feature or function of Actorswood® or any Service provided by the Company;
create any derivative works based on Actorswood®, the Website, or any intellectual property underlying or relating to any of the Services provided by the Company;
use any bots or other automated methods to access, "spider", "crawl" or otherwise acquire data in, on, at or from any Actorswood® web page or any Service provided by the Company, or to download Member information or other Content, or to send or redirect messages to other Members or Website users;
use Your membership or any Content You access in, at, on, through, from, and/or in association with Actorswood® or any Service provided by the Company to create or promote any business in competition with Actorswood®; or
circumvent or override any security feature or functionality of Actorswood®, the Website or any Service provided by the Company.
(XXI) Members shall block and otherwise prevent any and all use of Actorswood® by their minor children under the age of 13.
(XXII) It shall at all times be Your obligation to update Your information on file with the Company as necessary.
The bold text comprising the preceding enumerated 23 Actorswood® Community Code of Conduct provisions are not paragraph headings. Each separately numbered provision, including such bolded text and all other included text, constitutes a separate Actorswood® Community Code of Conduct provision.
Note: provisions set forth in the Actorswood® Community Code of Conduct applicable to Members, such as those pertaining to Content uploaded by Members (referred to as "Your Content"), will not apply to You if You are not, and have not been, a Member.
Termination By The Company. You acknowledge and agree that We, in our sole discretion, may terminate or suspend Your access to all or part of the Website and/or all or part of the Services at any time, and that such termination(s) and suspension(s) may be temporary or permanent, and may be with or without notice, for any reason, including, without limitation, Your breach of this Agreement, or for no reason. Company also may also suspend and/or terminate Actorswood® and/or any and all Services at any time.
Termination Of Use Of Your Profile And Your Content.
Your Content, Profile And Other Data Provided By You May Remain On The Website Until You Request Their Removal. Any and all profiles, Content and other data provided by You may remain active on the Website until You remove them.
Rights To Use Your Content Continues Until Your Removal. You also expressly acknowledge and agree that all the licenses that You grant regarding Your Content shall continue in full force until You remove Your Content from the Actorswood® Website and from such other websites, if any, on, in or from which Your Content is accessible pursuant to this Agreement. You acknowledge and agree that the Company and the Actorswood® trademark licensor shall to have the rights to use Your Content as licensed by You unless and until You have removed Your Content from the subject website(s) as set forth above.
No Obligation To Remove References To You Or Your Content. While Company shall use commercially reasonable efforts to remove public access to the digital file(s) comprising Your Content in response to a proper request from You to do so, any and all references to Your Content by title or otherwise, and all other information associated with Your Content that are posted on the Website, and/or in association with any Services provided by the Company, including without limitation, identifications, descriptions, performer data, and critiques, including critiques and data in Members' areas, shall not be subject to required removal by the Company from the Website for any reason. You acknowledge and agree that any and all such information associated with Your Content may persist in, on, at or in association with the Website, Actorswood®, Services provided by the Company, and in association with all other websites that have ever been authorized to contain or display Your Content. Notwithstanding the foregoing, nothing herein shall constrain or limit the Company's unlimited right, in its sole discretion, to remove and/or restore such information in whole or in part from the Website, Actorswood®, and/or any and all Services provided by the Company.
Survival. The following provisions, including all subparagraphs thereof, shall survive the termination of Your right to Use the Website and/or any Services provided by the Company, regardless of the reason for such termination: 1, ***11, 12, 13, 14, 15,16, 17, 18, 19, 21, 22, 23, 24, 25, 26, 27, 30, 32, 33, and 34.
Service Marks (Trademarks). "Actorswood®" is a service mark licensed to Actorswood®. All use of the Actorswood®" trademark is by permission only. No use of the SActorswood® mark or any other marks owned by the Actorswood® trademark licensor shall be permitted except through the prior written authorization and permission of the Actorswood® trademark licensor. All rights in and to the SActorswood® mark are expressly reserved by the Actorswood® trademark licensor (owner).
Indemnification For Unauthorized Use Of Content, Website Or Other Proprietary Materials. You agree that You shall be personally liable for any and all breaches of this Agreement by You. To the fullest extent permitted by applicable law, You also agree to fully indemnify all the Indemnified Parties for any and all damages, costs, and expenses, including attorneys' fees, directly, indirectly and/or consequentially resulting from (i) any breach of this Agreement by You, including from any breach of any warranty, covenant or obligation; (ii) any claims that You have infringed or violated any rights of any person or entity, including any copyrights, trademark rights, name, likeness or voice rights, privacy rights, and contract rights; (iii) any claims of liable, slander, defamation or false light, (iv) any violation of any regulation or law; (v) any unauthorized use of any parts of the Website or Content provided by other Members, Affiliated Content Providers, or the Company; (vi) any misrepresentation by You, or (vii) any unauthorized use of Stage 32®, the Website, and/or any Service provided by the Company. The foregoing indemnification shall cover and apply to, without limitation, any and all damages resulting from any attempted or actual unauthorized, accessing, downloading, viewing, copying or distribution of the Website or any Content at, in, on or associated therewith, in whole or in part, by You, alone, or with, or under the authority of, any other person(s) or entity(ies).
Opt-out and Cancellation Provisions. At any time, You may opt out of future advertisement and promotional e-mailings and cancel Your receipt of e-mails, except for business communication and/or relationship emails, from the Company by clicking the unsubscribe link at the bottom of an e-mail advertisement sent to You by the Company or by sending an e-mail cancellation request to contact(at)actors wood.com Notwithstanding the foregoing, You agree that the Company may at all times, to the fullest extent of the law, continue to communicate with You by email regarding any and all business transactions You have entered into with the Company.
No Actions Resulting From Registration In "No Contact" Registries. You hereby agree that You will not bring any action against Company, any Affiliated Content Providers, any Website Users, any of the Website's affiliates, the Actorswood® trademark licensor, any of the Actorswood® trademark licensor's other licensees, or any of any of the aforementioned parties' principals, employees or agents, as a direct or indirect consequence of Your registration of an email address, mailing address, telephone number or other contact point with any governmental "do not email" registry with respect to any such contact point You have provided to the Company and/or one or more Affiliated Content Providers after indicating that You have given the Company and/or such Affiliated Content Providers permission to send You email. You agree to indemnify the Company and all other Indemnified Parties for, from and against any and all expenses and damages, including any and all fines, penalties and attorney's fees that result from, arise under, or are otherwise related to, any breaches of Your obligations in this Paragraph and for any actions against Company and/or any other Indemnified Parties that result from any party sending You email that You have requested or authorized the Company, its affiliates and/or one or more Affiliated Content Providers to send You.
Automated Contact Features. If You provide contact information to the Company at any time, You agree that the Company and its licensees and sublicensees may, in the Company's, its licensees' and sublicensees' respective individual discretion, cause or allow You to be contacted by one or more "persons", as that term is defined below, as a part of an "Automated Contact Feature".
A "person" for purposes our automated contact features may be a real person, such as Member or another User or Service recipient, or a digital actor, such as an avatar or a synthespian (e.g. a computer generated "person" or "character'). Such person may be generated or employed by the Company or a third-party to enhance Your online experience. For example, such person may provide an electronic introduction to new or existing Website feature or functionality, or Service offered by the Company.
You agree that such "persons" may also provide to You, or enable You to receive, digital introductions from other Members. Such "persons" may also be employed to enhance online relationships, encourage active participation in the Website or Services offered by the Company or affiliated parties, or to discourage inappropriate behavior
You agree that such "person" may be a current or past Actorswood® Member or Website User, an independent contractor, a digital creation, You, or a digital representation of You.
All such "persons" are not, and shall not be deemed to be, authorized agents or representatives of the Company unless they are prior authorized by the Company in writing to be so, and that authorization is clearly visible in the communication from such "person". No real or digital person, entity, digital actor or other synthetic creation acting as a part of, or in association with, any Automated Contact Feature is empowered by the Company to use any of its websites, any Actorswood® membership or any other function or feature of the Website to sell or trade anything, or to may make any promises or representations, or otherwise act, on behalf of Company, or bind Company to any agreement or contract without express prior written authorization by the Company to do so.
If You should receive a communication by a person through or in association with any Automated Contact Feature purporting to be a communication from the Actorswood® or the Company, such as an "Official Informational Communication" as defined herein (see below), You may, and are encouraged to, verify that such communication is indeed authorized by the Company by contacting Us through Our Customer Service Department, which can be accessed by clicking here. PLEASE REPORT ALL INAPPROPRIATE OR SUSPICIOUS BEHAVIOR PERTAINING TO ANY AUTOMATED CONTACT FEATURE TO US VIA THE PRECEDING LINK.
By using the Website, receiving any Services from the Company or by otherwise agreeing to these Terms and Conditions, You hereby authorize, the Company to use or allow, in its sole discretion, one or more Automated Contact Feature persons to communicate with You via email, via instant messaging programs, and/or by any and all other means now known or hereinafter invented for the purposes set forth above, any other purpose set forth in, or consistent with, this Agreement or any future modifications hereof, and for any and all other lawful purposes.
You also hereby expressly authorize all data in Your profile and all other data regarding Your use of the Website and/or the Services to be used in, and in association with, Our Automated Contact Features, including, for example, to provide introductions to other Members, introductions to other real and fictitious persons, and to assist Us in the formulation and transmission of communications to You.
You hereby expressly acknowledge and agree that all communications by, from, to or in association with, Automated Contact Features are for informative and entertainment purposes only, such as for purpose of communicating "Official Informational Communications" about Your Membership, existing or upcoming programs or features of Actorswood® or instructions for using Actorswood® (e.g., messages about membership status, new feature data, how to upload Content, etc.).
You acknowledge and agree that no communication shall be, or shall be interpreted to be, an "Official Informational Communication" unless it clearly indicates that it is an official communication from Actorswood® or the Company and such communication via an Automated Contact Feature has, in fact, been prior authorized and approved by the Company.
You hereby also expressly acknowledge and agree that any and all communications by or in association with any Automated Contact Features that are not Official Informational Communications are NOT communications from Actorswood®, the Company or any of its principals, officers, employees, agents, attorneys, contractors or affiliates, nor are such communications intended by the Company or any other party to be communications upon which You should reasonably rely for any purpose whatsoever.
As is the case with all data provided by Actorswood® Members and/or other Website Users, the Company is not responsible for reviewing, verifying, auditing, policing or modifying the Content of any real person's profiles or any other communications if such real person acts as, or in association with any Automated Contact Feature, regardless of how or when such communications are made.
Use Of The Website To Communicate With Others.
No Endorsement Of Communications. The Company does not endorse or arrange personal, professional and/or social communications or meetings between or among Members, Affiliated Content Providers or other Users of the Website. You are expected to use common sense and take appropriate measures and precautions in the event that You choose to communicate with, or meet with any person or entity with whom You have communicated through the use of any public areas or chat areas of the Website, if any, and/or through any Services or materials provided by the Company, a Company affiliate or any Affiliated Content Provider. You acknowledge and agree that Company shall not be held responsible in any way for the outcome of any contact or meeting, whether in person, by email, by videoconferencing, by telephone or by any other means, resulting from advertisements placed or responded to, or messages or communications sent or received by other Members, Website Users, any Affiliated Content Providers, or any other Company affiliates, or through any use, directly or indirectly, of the Website and/or Services provided by the Company.
Links To Third-Party Websites. You acknowledge and agree that links on the Website to external websites with or without related third-party company logos shall not be deemed to constitute endorsement by Company of the opinions or views expressed at such linked websites ("External Websites") or by such third-party companies. We have no editorial control or supervision over selection or display of such content provided by such third-parties or such third-party Websites and such third-parties are solely responsible and liable for all such content. Company does not verify, endorse, or take responsibility for the accuracy, currency, completeness or quality of the content contained in, at, on or available through any External Website. Furthermore, Company shall not be responsible for the quality or delivery of the products or services offered by, accessed at, or advertised in any External Website. As such, neither Company nor its subsidiaries or affiliates shall be responsible for any errors or omissions or for the results obtained from the use of content or other information contained in, at, on or available through any External Website. To the extent that an External Website collects personal information or postings from the end users, be advised that in no event shall Company assume or have any responsibility or liability for the manner in which such information or postings are exploited or for any claims, damages, or losses resulting from their use and/or appearance at, in, on, through or in association with any External Website. You acknowledge and agree that Company shall not, under any circumstances be liable for any direct, indirect, incidental or special loss or other damage, whether arising from negligence, breach of contract, defamation, infringement of copyright or other intellectual property rights, caused by the exhibition, distribution or exploitation of any information, content, products or services contained in, at, on or available through, any External Website.
Communication With Advertisers. Members and other Users may from time to time enter into correspondence with, or participate in the promotions of, advertisers or providers of third-party services through, or in association with, the Website. All such correspondence, including, without limitation, any resulting contractual agreements, shall solely be between the advertiser and/or third-party provider and the User. You expressly acknowledge and agree that the Company shall not be responsible for any representations by any such advertisers or third-party providers for upholding any applicable terms, conditions, or warranties made by the advertiser or third-party provider in connection therewith. You acknowledge and understand that We do not screen, endorse, monitor, control, investigate, supervise or verify any advertisements or promotional material submitted or otherwise provided by third parties for publication via the Website and/or Service, nor make any claims or take on any duty regarding the accuracy or reliability of any such advertisements. The Company is neither an author nor editor of any of the materials uploaded, posted or otherwise made available via the Website by any advertiser or other any third-party. You are therefore cautioned and advised to use Your own judgment to evaluate all advertisements and other communications available at or through the use of the Website prior to responding thereto or purchasing goods and/or services described at the Website.
No Monitoring Or Screening By Company. You expressly acknowledge and agree that the Company does not monitor the activities of Members or other Users of Actorswood® or screen any profiles, posts, chat, or other communications between Members or other Website Users or any Content provided to Actorswood®, the Website, or any Service provide by the Company, and the Company shall not have any duty to do so. You further expressly acknowledge that the Company has no control over any such communications or Content and the Company makes no representations or warranties whatsoever with respect to the character or veracity of any such profiles, posts, chat, notices communications or Content. You expressly acknowledge and agree that the Company shall have no liability whatsoever resulting from any lack of truth or accuracy, or any Member's or other User's lack of rights, regarding any profiles, posts, chat, other communications or other Content made available in, at, on, through, from or in association with, Actorswood®, the Website, or any Service provide by the Company.
Services Enabling You To Communicate With Members And/Or Other Website Users. The Company may in its discretion provide a service that enables authorized Users to communicate with or otherwise share information with other Members and/or Users of the Website or persons who offer to provide a service to Members or other Website Users, such as Affiliated Content Providers. If the Company provides such service and if You make use of the service, You agree that You will not post, submit, publish, display, disseminate, or otherwise communicate any defamatory, libelous, inaccurate, abusive, threatening, offensive, fraudulent, obscene, lewd, excessively violent, harassing or otherwise objectionable or illegal material or any material which would violate or infringe the copyright, trademark, rights of publicity, privacy rights or other rights of any person. You acknowledge that transmission of such material or any material that violates any federal, state, or local law in the United States or anywhere else in the world, is strictly prohibited by the Company and You further agree that any transmission of such material by You shall constitute a material breach of this Agreement entitling Company, without notice, and without any liability for damages or reimbursement to You, to immediately terminate Your rights