Terms of Service

Terms of Service

These Terms of Service (“Terms”) constitute a binding agreement between you (“You” and/or “Your”) and Calltime, LLC or the Calltime company (“Company”) operating the website www.calltime.com or www.excel.calltime.com or the website for the country in which You live or in which Your business is headquartered (“Websites”), and are deemed accepted by You each time that You use or access any Websites or Company Services. You may sometimes be referred to herein as “Talent,” “Producer,” and/or “User,” as applicable. The Websites are defined as any websites under Company’s control, whether partial or otherwise, including, without limitation, Calltime.com and the website from which these terms of use were accessed. If You do not accept the Terms stated here, do not use the Websites and the Company Services.

Privacy

These Terms include our Privacy Policy, available here, which is incorporated into these Terms by reference. Company is committed to protecting the privacy of our users, and strives to provide a safe, secure user experience. Please note that certain information, statements, data, and content (such as photographs) which You may submit to the Websites, might or are likely to, reveal Your gender, ethnic origin, nationality, age, religion and/or sexual orientation, and/or other personal information about You. You acknowledge and agree that Your submission of any information, statements, data, and content to us is voluntary on Your part and subject to our Privacy Policy.

Additionally by using the Websites You acknowledge and agree that Internet transmissions are never completely private or secure. You understand that any message or information You send to the Websites may be read or intercepted by others, even if there is a special notice that a particular transmission (for example, credit card information) is encrypted.

Company is not responsible for any third party’s misuse or misappropriation of any content or information You transmit to or post on the Websites.

Introduction

The Websites include a variety of features and services, including demo reel review services, performance review services, as well as a portal designed to assist professionals in the entertainment industry. The Websites allow entertainment producers (“Producer(s)”) to quickly screen talent on a worldwide basis and provide the ability for talent (“Talent”) to upload audition materials for review by potential Producers (“Company Services”). Talent would register for an account and submit a headshot, demo reel and resume (”Profiles”), for approval by the Company. Producers will have the ability to upload audition materials and make them available to the Talent. Talent would then have the ability to upload audition materials for review by Producer. If the Producer wishes to consider hiring You, the Producer would contact You directly via the portal to proceed with the Producer’s interview and/or hiring process. As used herein “Producer” shall refer to any potential employer of Talent using the Websites. Upon valid and accurate completion of the registration process any Producer and/or Talent using the Websites and/or Company Services may sometimes be referred to herein as a “User” and/or “Users.”

You acknowledge and agree that Company is not an employment, talent or booking agency and that Company is not Your agent and/or employer. Any and all engagement and/or employment concerning Talent and Producer shall be negotiated and/or agreed to directly between Talent and Producer and Company shall not be a party to any such negotiations and/or agreements.

Company may revise these Terms at any time by posting an updated version to the Websites. You should visit this page periodically to review the most current Terms because they are binding on You. Users who violate these Terms may have their access and use of the Websites suspended or terminated, at Company’s discretion.

1. Premium services

Fees 
You acknowledge and agree that Company reserves the right to charge for the use of and/or access to some or all aspects of the Websites and/or for Company Services. If You purchase a one-time, monthly and/or annual membership that Company offers for a fee (“Premium Service”), Your credit or debit card will be charged immediately for such one-time, monthly and/or annual fee at the then current rate for the Premium Service. Please note that the prices are subject to change with notice. By accepting these Terms You are authorizing Company to charge the fee for Premium Service to the payment method selected by You.

You agree that Company may store Your payment information, in accordance with Company’s Privacy Policy. You also agree to pay the applicable fees for the Premium Services as they become due plus all applicable sales tax, use tax or other applicable government taxes and to reimburse Company for all collection costs and interest for any overdue amounts. Your obligation to pay the fee for Premium Services continues through the date You cancel the Premium Services.

Once paid, Your one-time, monthly and/or annual fees are non-refundable. If You terminate Your membership before Your monthly and/or annual subscription period has expired, or if Your access and/or use of the Websites is suspended or terminated as a result of Your violation of these Terms, You shall not be entitled to a refund for any unused portion of Your monthly and/or annual fees.

Month To Month and/or Annual Renewal 
All subscriptions for Premium Services will automatically continue on a month to month or annual basis unless You cancel the Premium Services membership or it is terminated by Company. Company will bill the monthly and/or annual fee for the Premium Services to the payment method selected by You on the calendar day corresponding to the commencement of the Premium Services.

Cancellation 
If You would like to cancel the Premium Services and not be charged for renewal, You must cancel Your Premium Services before it renews each month.

2. Use of the websites by minors

Company does not allow use of the Websites to persons under the age of 18. Although Company cannot absolutely control whether minors gain access to the Websites, Your profile may be deactivated and Your membership may be terminated without warning if Company believes that You are under the age of 18 and Company does not have satisfactory proof of Your age.

3. Ownership of company content

The Websites are to be utilized solely by Users and may not be used in connection with any commercial endeavors except those that are specifically endorsed and approved by Company. All right, title and interest in and to the contents of the Websites, including, without limitation, designs, text, graphics, images, video, information, logs, button icons, software, audio files, code that Company creates to generate or display Company Content and the collection, arrangement assembly of all content on the Websites (“Company Content”) are the exclusive property of Company and are protected by copyright, trademark, patent, trade-secret and other laws.

4. Use of company content

Company Content may not be used, downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed or otherwise exploited for any purpose other than as expressly permitted in these Terms of Service. You may not use Company Content on any third party site and/or for any commercial purposes, except as permitted by the normal functionality of the Websites. Company reserves all rights not expressly granted in and to the Websites and Company Content. This license is revocable at any time without notice and with or without cause.

5. Use of company services

The use of the Company Services, including Producer job posting, Talent Profile database (“Company Database”) and other features of the Websites may be used only by Talent seeking employment and by Producers seeking Talent. The term “post” as used herein shall mean information that You submit, publish or display on a Websites.

6. Warranties and representations by talent

During the registration process, You will be prompted to provide personal information that allows Company to know who You are, such as Your full name, age, street address, email address and phone number ("Information").

You are fully responsible for all activities conducted through Your User account. During the registration process You will also be asked to choose a password. You are entirely responsible for maintaining the security of Your password. You agree not to use another User’s account or password at any time, not to let any unauthorized third party use Your account and not to disclose Your password information to any unauthorized third party. You agree to notify Company immediately if You suspect any unauthorized use of Your account or access to Your password.

By using the Websites, You warrant and represent that (i) all Information You submit is truthful, accurate, current and complete; (ii) You will maintain the accuracy of such Information by updating and revising it promptly; and (iii) You use of the Websites does not violate any applicable law or regulation.

You acknowledge and agree that Company is a service provider that offers Users opportunities to interact on and through the Websites regarding topics and content chosen by the Users. You are solely responsible for Your postings on the Websites and Company is not Talent’s and/or Producer’s employer, including, without limitation with respect to Your postings, Your audition materials and/or any engagement of Talent by Producers. Company shall not be responsible for any employment decisions, for whatever reason, made by any entity posting jobs on any Websites.

You acknowledge and agree that You are solely responsible for the form, content and accuracy of any resume or material contained in Your Profile placed by You on the Websites.

You acknowledge and agree that You have no ownership rights in Your account and that if You cancel Your Company account or Your Company account is terminated, all Your account information from Company, including resumes, Profiles, cover letters, saved jobs, questionnaires will be marked as deleted in and may be deleted from Company's databases and will be removed from any public area of the Websites. Information may continue to be available for some period of time because of delays in propagating such deletion through Company’s web servers. In addition, third parties may retain saved copies of Your Information. For the avoidance of doubt, Company has no obligation to store, maintain or provide You a copy of any content that You or others provide when using the Websites.

Company reserves the right to delete Your account and all of Your Information after a significant duration of inactivity.

You acknowledge that in order to use certain aspects of the Company Services, including, without limitation, Your, participation in any audition, creation of audition materials, audition submissions, headshots and/or demo reels (“Audition Materials”), there may be inherent and/or other risks. Some of these risks include risk of property damage and loss, and/or personal injury, illness, disability, emotional distress, and/or death. You have voluntarily chosen to create such Audition Materials and use the Company Services despite such risks, and You assume all such risks and accept responsibility for any property damage and loss, and for any personal injury, illness, disability, emotional distress, and/or death that may occur as a result of Your creation of the Audition Materials or use of the Company Services.

In addition to any other release contained in these Terms, You hereby release Company from any and all claims resulting from Your participation in any audition, the creation of the Audition Materials, Your activities on the Websites, and/or the engagement, hiring or employment of You by Producer, including, without limitation, claims for property damage and loss, personal injury, illness, disability, emotional distress, death and/or claims for losses or damages related to Your right of publicity or privacy.

In addition to any other indemnity obligation that may be contained in these Terms, You shall indemnify and hold Company harmless from any claim for injury or damage resulting from Your participation in any audition, the creation of the Audition Materials, Your activities on the Websites, and/or any engagement, hiring or employment of You by Producer

7. Warranties and representations by producers

You are fully responsible for all activities conducted through Your Producer account. During the registration process You will also be asked to choose a password. You are entirely responsible for maintaining the security of Your password. You agree not to use another Producer’s account or password at any time, not to let any unauthorized third party use Your account and not to disclose Your password information to any unauthorized third party. You agree to notify Company immediately if You suspect any unauthorized use of Your account or access to Your password.

You acknowledge and agree that Company is a service provider that offers Users opportunities to interact on and through the Websites regarding topics and content chosen by the Users. Producers are solely responsible for their postings on the Websites and Company is not Producer’s and/or Talent’s employer, including, without limitation with respect to Producer’s postings, auditions and/or any engagement of Talent by Producers. Company shall not be responsible for any employment decisions, for whatever reason, made by any entity posting jobs on any Websites.

You understand and acknowledge that if You cancel Your Producer account or Your Producer account is terminated, all Your account information, including saved resumes, network contacts, and email mailing lists, will be marked as deleted in and may be deleted from Company's databases. Information may continue to be available for some period of time because of delays in propagating such deletion through Company’s web servers.

The Websites are to be utilized solely by Users and may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by Company. Illegal and/or unauthorized use of the Websites, including collecting names and/or email address of Users by electronic or other means for the purpose of sending unsolicited email is prohibited. In order to protect our Users from commercial advertising or solicitation, Company reserves the right to restrict the number of e-mails which an Producer may send to Users to a number which Company deems appropriate in its sole discretion.

Company does not make any representations regarding the accuracy or validity of User Profiles or their appropriateness for evaluation by producers.

Producer assumes all risk and responsibility in connection with Producer’s use of the Company Services and/or Producer’s activities on the Websites, including, without limitation, the upload or posting of any jobs, auditions, audition requests, audition materials and/or the engagement, hiring or employment of any Talent.

In addition to any other release contained in these Terms, Producer hereby releases Company from any claims resulting from Producer’s use of the Company Services and/or Producer’s activities on the Websites and/or the engagement, hiring or employment of Talent, including, without limitation, claims for property damage and loss, personal injury, illness, disability, emotional distress or death.

In addition to any other indemnity obligation contained in these Terms, Producer shall indemnify and hold Company harmless from any claim for injury or damage resulting from Producer’s use of the Company Services, Producer’s activities on the Websites, including, without limitation, Producer’s, upload or posting of jobs, auditions, audition requests, audition materials and/or the engagement, hiring or employment of Talent.

8. Customized auditions

Customized auditions allow Producers to upload audition materials and content for prospective talent to download, execute and upload to the Websites.

Customized Audition materials may not contain:
  • any hyperlinks, other than those specifically authorized by Company;
  • misleading, unreadable, or "hidden" keywords, repeated keywords or keywords that are irrelevant to the job opportunity being presented, as determined in Company’s reasonable discretion;
  • the names, logos or trademarks of unaffiliated companies other than those of Your customer except where expressly agreed by Company;
  • the names of colleges, cities, states, towns or countries that are unrelated to the posting;
  • more than one job or job description, more than one location, or more than one job category, unless the product so allows;
  • inaccurate, false, or misleading information; and
  • material or links to material that exploits people in a sexual, violent or other manner, or solicits personal information from anyone under 18.

Producers may not use Customized Audition materials to:

    • post jobs in a manner that does not comply with applicable local, national and international laws, including but not limited to laws relating to labor and employment, equal employment opportunity and employment eligibility requirements, data privacy, data access and use, and intellectual property;
    • post jobs that require citizenship of any particular country or lawful permanent residence in a country as a condition of employment, unless otherwise required in order to comply with law, regulations, executive order, or federal, state or local government contract;
    • post jobs that include any screening requirement or criterion in connection with a job posting where such requirement or criterion is not an actual and legal requirement of the posted job;
    • post jobs or other advertisements for competitors of Company or post jobs or other content that contains links to any site competitive with Company;
    • sell, promote or advertise products or services;
    • post any franchise, pyramid scheme, "club membership", distributorship, multi-level marketing opportunity, or sales representative agency arrangement;
    • post any business opportunity that requires an up front or periodic payment or requires recruitment of other members, sub-distributors or sub-agents;
    • promote any opportunity that does not represent bona fide employment which is generally indicated by the Producer’s use of IRS forms W-2 or 1099;
    • post jobs on any Websites for modeling, acting, talent or entertainment agencies or talent scouting positions;
    • advertise sexual services or seek employees for jobs of a sexual nature;
    • request the use of human body parts or the donation of human parts, including, without limitation, reproductive services such as egg donation and surrogacy;
    • endorse a particular political party, political agenda, political position or issue;
    • promote a particular religion;
    • post jobs located in countries subject to economic sanctions of the United States Government; and
    • except where allowed by applicable law, post jobs which require the applicant to provide information relating to his/her (i) racial or ethnic origin (ii) political beliefs (iii) philosophical or religious beliefs (iv) membership of a trade union (v) physical or mental health (vi) sexual life (vii) the commission of criminal offences or proceedings or (vii) age.

Company reserves the right to remove any job posting or content from any Websites, which in the reasonable exercise of Company’s discretion, does not comply with the above Terms, or if any content is posted that Company believes is not in the best interest of Company.

If at any time during Your use of the Company Services, You made a misrepresentation of fact to Company or otherwise misled Company in regards to the nature of Your business activities, Company will have grounds to terminate Your use of the Company Services.

9. Use of the company database

You shall use the Company Database as provided in these Terms and in any contract You have with Company. You shall use the Company Database in accordance with all applicable privacy and data protection laws, and You agree You shall not further disclose any of the data from Company Database to any third party. You shall take appropriate physical, technical, and administrative measures to protect the data You have obtained from Company Database from loss, misuse, unauthorized access, disclosure, alteration or destruction. You shall not share Company Database login credentials with any other party.

The Company Database shall not be used:

      • for any purpose other than as a Producer seeking Talent and/or Talent seeking employment, including but not limited to advertising promotions, products, or services to any User; or
      • to make unsolicited phone calls or faxes or send unsolicited mail, email, or newsletters to Users or to contact any individual unless they have agreed to be contacted (where consent is required or, if express consent is not required, who has not informed You that they do not want to be contacted).

In order to ensure a safe and effective experience for all of our customers, Company reserves the right to limit the amount of data (including Profile views) that may be accessed by You in any given time period. These limits may be amended in Company’s sole discretion from time to time.

10. Users shall not:

      • violate any applicable law or regulation, including but not limited to the infringement of third party rights or in breach of Company’s privacy policy;
      • interfere with the Websites and/or take any action that imposes an unreasonably large load on any Websites;
      • use software or other devices to collect User content or information.
      • violate the security resources of any Websites;
      • reverse engineer or create derivative works based on any element of any Websites;
      • use any of the Company Content or information available from any Websites, including Profiles, other than as permitted by these Terms;
      • link to any Company Content or information from any Websites, unless permitted by these Terms;
      • use any content or material in a false or misleading information in any manner or otherwise transmit Content that infringes or violates any third party rights or violates any law or regulation.
      • impersonate any person or apply for any job on behalf of another party;
      • defer any contact from a Producer to any agent, agency, or other third party;
      • submit more than one Profile at any one time;
      • share any login credentials to any Websites;
      • attempt to gain access to areas of the Websites or access data not intended for You or log into a server or account which You are not authorized to access;
      • communicate to any Websites any misleading, incomplete, false or inaccurate biographical information or;
      • violate restricted or password-only access pages, or hidden pages or information;
      • use passwords or login information to access an account belonging to someone other than the User;
      • modify or delete any material posted by any other User;
      • harass any User or Company employee. Any violation of the foregoing sentence may result in the immediate termination of Your account;
      • take any action concerning or transmit unsolicited or unauthorized mail or email unsolicited mail or email promoting and/or advertising products or services to any User, including, without limitation, junk mail, span, chain letters, pyramid schemes or any other form of solicitation.
      • take any action concerning or otherwise transmit Content that contains any viruses, Trojan horses, worms, spyware, time bombs, cancelbots or other computer programming routines that are intended to damage detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
      • promote or endorse an illegal or unauthorized copy of another person's copyrighted work, such by as providing or making available pirated computer programs or links to them, providing or making available information to circumvent manufacture-installed copy-protect devices, or providing or making available pirated music or other media or links to pirated music or other media files; or
      • take any action or upload or email or transmit content or any communication that in Company’s sole discretion is defamatory, libelous, implicitly or explicitly offensive, vulgar, obscene, threatening, abusive, hateful, discriminatory, invasive of another’s privacy, racially, ethnically or otherwise objectionable.
      • engage in any other behavior that Company, in its sole discretion deems contrary to its purpose.
      • make any unauthorized commercial use of any Websites.

11. User content and submissions

You warrant and represent that You own or have the right to grant Company a worldwide, royalty free license for the use of all information, data, text, software, music, sound, images, performances, photographs, graphics, video, advertisements or messages posted or furnished by You on or through a Website ("User Content"), and in the advertising and promotion of the Websites, and that the transmission or posting and use of the User Content on the Websites is not in violation of any applicable laws or contractual restrictions or other third party right, including, without limitation, privacy, publicity and intellectual property rights.

You retain copyright, trademark and other intellectual property rights with respect to Your User Content that You submit, transmit or display on or through the Websites, to the extent that You have such rights and Company claims no ownership or control over any User Content.

You may request the deletion of Your User Content at any time by using the tools on the Websites to do so; however, if You have shared User Content with others, Company has no control over their ability to store, copy or otherwise access or use Your User Content. Further, You acknowledge that removed Content may persist in backup copies for a reasonable period of time (but will not be available to others). Company reserves the right to refuse and/or reject any User Content in its sole discretion.

Company reserves the right to terminate Users memberships and prevent their further access to the Websites and/or use of Company Services for violating the Terms or applicable laws, rules or regulations. Company may take any action with respect to User Content that it deems necessary or appropriate in its sole discretion if it believes that such User Content could create liability for Company, damage Company’s brand or public image, or cause Company to lose Users or (in whole or in part) the services of its ISPs or other suppliers.

Company makes no representations and/or warranties concerning the truthfulness, accuracy, or reliability of User Content, derivative works from User Content, or any other communications posted by Users. Company does not endorse any opinions expressed by Users. You acknowledge that any reliance on material posted by other Users will be at Your own risk.

Company reserves the right to restrict the number of e-mails or other messages which a User may send to other Users to a number which Company deems appropriate in its sole discretion.

Company does not make any representations regarding the accuracy or validity of Talent Profiles or their appropriateness for evaluation by Producers.

12. Copyright or trademark infringement

Company respects the intellectual property of others, and Company asks our Users to do the same. The unauthorized posting, reproduction, copying, distribution, modification, public display or public performance of copyrighted works constitutes infringement of the copyright owners rights. As a condition to Your use of the Websites, You agree not to use any Websites to infringe the intellectual property rights of others in any way. Company reserves the right to terminate the accounts of any Users, and block access to the Websites of any Users who are repeat infringers of the copyrights, or other intellectual property rights, of others. Company reserves the right, in its sole discretion, to take these actions to limit access to the Websites and/or terminate the accounts of any time, in Company’s sole discretion Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement, with or without notice, and without any liability to the User who is terminated or to the User whose access is blocked.

It is our policy to respond to notices of alleged copyright infringement as required by the United States Digital Millennium Copyright Act (“DMCA”). If You have a good faith belief that Your work has been copied in a way that constitutes copyright infringement or that Your intellectual property rights have been otherwise violated, please provide Company’s designated agent with the following information:

a) physical or electronic signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest that is allegedly infringed;
b) identification or description of the copyrighted work or other intellectual property that You claim has been infringed. If You are asserting infringement of an intellectual property right other than copyright, please specify the intellectual property right at issue (for example, trademark or patent);
c) identification or description of where the material that You claim is infringing is located on the Website, with enough detail that Company may find it on the Website;
d) Your address, telephone number, and email address;
e) a statement by You that You have a good faith belief that the use of the material complained of is not authorized by the copyright or intellectual property owner, its agent, or the law;
f) a statement by You, made under penalty of perjury, that the information in Your notice is accurate and that You are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

Company’s designated agent to receive notification of alleged infringement under the DMCA is: 
DMCA Agent 
www.calltime.com 
1010 Common Street, Suite 1800 
New Orleans, Louisiana 70112 
copyright@calltime.com.

Upon receipt of proper notification of claimed infringement, Company will follow the procedures outlined herein and in the DMCA.

Notwithstanding the foregoing, in the event that You believe in good faith that a notice of copyright infringement has been wrongly filed against You, please contact copyright@calltime.com. If Company removes or disables Your access to the Websites as a result of a DMCA notice we will make a good-faith attempt to contact You so that You may make a counter notification pursuant to Sections 512(g)(2) and (3) of the DMCA.

13. Disclaimers of warranties

The Websites and Company Content are provided on an "As Is" basis without any warranties of any kind. Company, to the fullest extent permitted by law, disclaims all warranties, whether express or implied, including the warranty of merchantability, fitness for particular purpose and non-infringement. Company makes no warranties about the accuracy, reliability, completeness, or timeliness of the Company Content, services, software, text, graphics, and links. To the fullest extent possible by law, Company does not guarantee that any Websites will function without interruption, that any of Company services will operate error-free or that any Websites and its servers are free of computer viruses or other harmful mechanisms. In particular, the operation of the Websites may be interrupted due to maintenance, updates, or system or network failures. If Your use of any Websites or the Company Content results in the need for servicing or replacing equipment or data or any other costs, Company is not responsible for those costs. The use of all Websites and Company Content is at Your own risk. Company does not guarantee any specific results from the use of any Websites. No advice or information, whether oral or written, obtained by a User from Company or through or from any Websites shall create any warranty not expressly stated herein. In no event shall Company be liable for the deletion, loss, or unauthorized modification of any User Content.

Company does not provide or make any representation as to the quality or nature of any of the third party products or services purchased through any Websites, or any other representation, warranty or guaranty. Any such undertaking, representation, warranty or guaranty would be furnished solely by the provider of such third party products or services, under the terms agreed to by the provider.

To the fullest extent possible by law, in no event shall Company, its suppliers, or any third parties mentioned on any Websites be liable for any damages whatsoever (including, without limitation, incidental and consequential damages, lost profits, or damages resulting from lost data, lost employment opportunity or business interruption) resulting from the use or inability to use any Websites and the Company Content, whether based on warranty, contract, tort, or any other legal theory, and whether or not company is advised of the possibility of such damages.

14. Release

As a condition of using the Websites You hereby release Company and its partners, shareholders, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensors and distributors from any and all claims, demands, damages (actual and consequential and direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with Your use of the Websites to the fullest extent permitted by law.

Notwithstanding the immediately preceding sentence, You acknowledge and agree that in no event will Company’s cumulative liability arising out of or in connection with any Websites or Your use of the Company Content, regardless of the cause of action (whether in contract, tort, breach of warranty or otherwise), exceed $100.

If You are a California resident, You 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."

15. Links to third party sites

The Websites may contain links to third party web sites. You are responsible for deciding whether You want to access or use a third party site. You should review any applicable terms of use and/or privacy policy of a third party site before using it or sharing any information with it. These links are provided solely as a convenience to You and not as an endorsement by Company of the contents on such third-party Web sites. Company is not responsible for the content of linked third-party sites and does not endorse any features, content, advertising, products or other materials available from third party sites or make any representations regarding the content or accuracy of materials on such third party Web sites. If You decide to access linked third-party Web sites, You do so at Your own risk.

16. Assignment

You may not assign or delegate any rights or obligations under these Terms. Any purported assignment and delegation shall be ineffective. Company may freely assign or delegate all rights and obligations under the Agreement, fully or partially without notice to You.

17. Indemnity

You agree to defend, indemnify, and hold harmless Company, its affiliates, and their respective officers, directors, employees and agents, from and against any damages, losses, liability, claims, costs, actions or demands, (including, without limitation, reasonable legal fees and costs), arising from, related to or caused by Your use of the Websites and Services, including, without limitation, any User Content or other material You provide to any Websites, (ii) Your use of any Company Content, or (iii) Your breach of these Terms. Company shall provide notice to You promptly of any such claim, suit, or proceeding.

18. Access from outside the united states

The Websites are controlled and operated by Company from its offices within the United States. Company makes no warranty or representations that the Company Content are appropriate or available for use in other locations, and access to such materials or use of the Services from territories where their contents are illegal or prohibited. Those who choose to access the Websites or the Services for other locations do so on their own initiative and are responsible for compliance with applicable local law. Your use of the Websites and Company Services, including, software downloaded from any Websites is further subject to export and re-export control laws of the United States. You shall not directly, or indirectly, sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end-user without obtaining the required authorizations from the appropriate government authorities. You also warrant that You are not prohibited from receiving United States origin products, including services or software.

19. Venue/Jurisdiction

These Terms are governed by the internal substantive laws of the State of Florida, without respect to its conflict of laws principles. Jurisdiction for any claims arising under this agreement shall lie exclusively with the state or federal courts within Broward County, Florida.

20. Severability

If any provision of these Terms are found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term. In addition, Company’s failure to enforce any term of these Terms shall not be deemed as a waiver of such term or otherwise affect Company’s ability to enforce such term at any point in the future.

21. Additional terms

Certain areas of the Websites are subject to additional Terms. By using such areas, or any part thereof, You agree to be bound by the additional Terms applicable to such areas.

22. Entire agreement

Except as expressly provided in an additional agreement, additional Terms for certain areas of the Websites, a particular "Legal Notice," or software license or material on particular pages on the Websites, these Terms constitute the entire agreement between You and Company with respect to the use of the Websites. No changes to these Terms shall be made except by a revised posting on this page.

23. Terms and termination

These Terms will remain in full force and effect while You are a User of any Websites. Company reserves the right, at its sole discretion, to pursue all of its legal remedies, including but not limited to removal of Your User Content from the Websites and immediate termination of Your registration with or ability to access the Websites and/or any other services provided to You by Company, upon any breach by You of these Terms or if Company is unable to verify or authenticate any information You submit to a Websites registration. Except with respect to Your ability to access and use the Websites, all of these of these Terms shall survive any termination of Your registration, for any reason.