21st Century Entertainment Connections

21ETC.COM TERMS OF USE AGREEMENT

Read This 21etc.com Terms of Use Agreement Before Accessing Website.

Effective Date: This Terms of Use Agreement was last updated on July 25, 2007.

This Terms of Use Agreement (“Agreement”) sets forth the terms of your (“you” or the “Member”) use of the 21ETC.COM Online Service (“21etc.com” or “21ETC” or the “Website”). By using the 21etc.com website you agree to these terms and conditions. If you do not agree to the terms and conditions of this Agreement, you should immediately cease all usage of this website. We, Vegasel Services USA, Inc. d/b/a 21st Century Entertainment Connections (“we” or “us” or “our”) reserve the right, at any time, to modify, alter, or update the terms and conditions of this Agreement without prior notice. Modifications shall become effective immediately upon being posted at the 21etc.com website. Your continued use of 21ETC or the Services (defined below) after amendments are posted constitutes an acknowledgment and acceptance of the Agreement and its modifications. Except as provided in this paragraph, this Agreement may not be amended.

1. Description of Services

21ETC is providing Member with a platform for efficient and effective communication among prospective employees, independent contractors, employers, agents, directors (casting and otherwise) and/or producers regarding work in all aspects of the entertainment industry, including, without limitation, acting, directing and producing in all forms of media (“Services”). Member must (1) provide all equipment necessary for their own Internet connection, including computer and modem; (2) make provision for Internet access; and (3) pay any fees related with such connection.

2. Registration

In order to use the membership features of 21ETC, i.e., software, community, tech support, and other features as defined now or in the future by 21ETC, Members are required to register an account with 21ETC DIRECTLY TO OBTAIN ACCESS TO THE SERVICES.

A. Criteria for registration to the Website, as solely defined and determined by 21ETC, is that Member must either have professional representation or be a monthly subscriber to the site. 21ETC defines professional representation as a talent agency that has a talent license with the State of California, which 21ETC verifies with the state. Once a copy of that license is obtained by 21ETC, and verified with the state, then access is granted upon review. It is solely within the discretion of 21ETC, even after the license status has been verified, to choose whether or not 21ETC will do business with that agency and allow access to the site. 21ETC may update or change or revise this policy at any time.

B. Non-Transferable: Your registration with 21ETC and the site are not transferable to any other party for sale or for lease.

3. Membership and Membership Fees

Membership for agents, producers, directors and other qualified prospective employers is free. All other Members, except those represented by an agent, shall pay a monthly fee, as described in the membership application. Fees may also be charged for uploading video files, picture files and audio files. 21ETC reserves the right to change this policy at any time without prior notice, and can make the decision to charge for other fees such as hosting for the photo files, video or other 21ETC software and/or technical support. 21ETC reserves the right to define those monies, subscription fees, billing and charges, etc. 21ETC also reserves the right at any time to charge for access to the site and its software and service as a whole. However, in no event will Member be charged for access to the site and its services, unless Member agrees to pay fees and has been notified in a reasonable amount of time.

4. Passwords

Distribution of passwords to Members and access level(s) to the Website is to be determined by 21ETC, in its sole discretion. The maintenance of Member’s password(s) and the confidentiality of such password(s) is the sole responsibility of Member. Once passwords have been issued, it is the responsibility of Member that he/she/it represents to maintain personal use, control and conduct of the passwords. In the event of a breach of security, Member will be liable for unauthorized use and damages that may incur to 21ETC or other parties. If Member has discovered said breach, it is Member’s responsibility to immediately notify 21ETC at admin@21etc.com. 21ETC is not at any time responsible or liable for individuals that use Member’s password(s) and what they may do while in Member’s account.

5. Conduct

The following rules govern and define 21ETC’s Code of Conduct for use of 21ETC software and use of its community. Member agrees not to:

A. Post email addresses, web addresses, IM, ICQ, Images, Links, video, audio or display any other personal contact information, except as specifically authorized or posted by 21ETC.

B. Submit, publish, or display on the 21ETC site any defamatory, abusive, obscene, threatening, racially offensive, sexually offensive or illegal material or any material or opinion that infringes on the rights or beliefs of others.

C. Target 21ETC or any affiliates, vendors, owners or employees with abuse, either written or oral, that would cause either stress or discomfort.

D. Use a false email address, impersonate any other person(s) or falsely act as any kind of representative, or otherwise mislead as to the origin of the content user.

E. Use 21ETC software or the site to sell or advertise for a specific purpose or promotion, unless authorized by 21ETC. Use of the site in this way is strictly prohibited. The distribution of e-mails and/or messages to 21ETC’s membership, except as determined by 21ETC, is also strictly prohibited.

F. Involve or attempt to associate 21ETC or any of its affiliates in any way with the posting or transmission of advertising, promotional materials, or any other form of solicitation, except where agreed upon and authorized by 21ETC.

G. Republish in any manner written, proprietary information from the 21ETC site without the prior, written permission from 21ETC.

H. If Member or his/her/its representative abuses this code of ethics, then 21ETC may terminate Member’s account without prior warning. In the event of a serious violation (as determined by Consequences for Abusive Conduct), Member will be denied access to 21ETC and materials.

6. Consequences for Abusive Conduct

In the event of abuse of the Code of Conduct, not only does 21ETC reserve the right to terminate Member’s account, but 21ETC may also file suit against Member or any representative of Member if Member is in violation of the Code of Conduct. 21ETC may seek compensation from Member for potential damage, direct or consequential, to 21ETC’s reputation caused by Member’s actions or the actions of Member’s representatives. 21ETC has the right, and is obligated, to work with authorities regarding any suspected violation of this Code of Conduct.

Reporting Abusive Conduct: To report abusive conduct, please contact 21ETC immediately at admin@21etc.com. While 21ETC is under no obligation to police the site, 21ETC will try to remove or deal with any parties that are in violation.

7. Use of Registration Data

Member may regard this portion of the Agreement as the privacy policy to which 21ETC adheres. 21ETC does not give out or sell Member contact information, except as Member has authorized 21ETC to do so, or as required by law. 21ETC must, and has the right to, disclose Member’s registration information, licenses, etc. to any state or federal authorities that demand such information. 21ETC may also provide Member’s registration information to a third party, provided that 21ETC has Member’s permission to do so. With Member’s permission, 21ETC may also use Member’s name to promote use of the site and that Member is a user of this Website and its Services. Certain Member contact and portfolio information is always available to Entertainment Industry Professionals, as defined by 21ETC, and Entertainment Industry Professionals are entitled to share such information for project-specific professional purposes. Although 21ETC requires Entertainment Industry Professionals to submit certain credentials to 21ETC and to make certain representations to 21ETC, 21ETC cannot ensure that such credentials and representations are truthful and correct. In addition, when Member provides information in connection with open casting notices, such information is available to the persons posting such open casting notices (who may or may not be Entertainment Industry Professionals) and, unless otherwise specified, may be used by them as they see fit.

8. Software Licenses

Member shall have no proprietary rights to software and related documentation, or any enhancements or modifications to software (“21ETC Software”). 21ETC Software is protected by copyright and is owned and controlled by 21ETC or a designated provider of 21ETC Software. 21ETC may share its technology with strategic partners but is not responsible for malfunctions that may occur as a result of said partnerships. Member shall not pass along to third parties to copy or use 21ETC Software, for any purpose, including, without limitation, to help and/or aid in another’s design of a site similar to 21ETC’s site.

9. Content

All materials published on the 21ETC site (including, without limitation, photographs, images, illustrations, audio clips and video clips) are known as “Content” and are protected by copyright laws. While Member owns the content in Member’s file, 21ETC is the controller of the file, and has sole discretion as to its use and display, such as non –exclusive use in marketing campaigns/contests. By publishing Content on 21ETC site, Member warrants and represents that it is the owner of the Content and hereby grants 21ETC and its affiliates a royalty-free, non-exclusive, non-terminable, perpetual right license, but not the obligation to pay or be liable for any use pertaining to Member’s individual file. While Member is the sole owner of the file and its content, 21ETC is the controller and distributor of that file and its information, and reserves the right to deny Member the ability to display materials that are in violation of the 21ETC Code of Conduct.

10. Disclaimer of Warranties

The site is provided by 21ETC on an “as is” and on an “as available” basis. To the fullest extent permitted by applicable law, 21ETC makes no representations or warranties of any kind, express or implied, regarding the use or the results of this Website in terms of its correctness, accuracy, reliability, or otherwise. 21ETC shall have no liability for any interruptions in the use of this Website. 21ETC disclaims all warranties with regard to the information provided, including the implied warranties of merchantability and fitness for a particular purpose, and non-infringement. Some jurisdictions do not allow the exclusion of implied warranties, therefore the above-referenced exclusion is inapplicable.

11. Limitation of Liability

21ETC SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER, AND IN PARTICULAR 21ETC SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOSS OF REVENUE, OR LOSS OF USE, ARISING OUT OF OR RELATED TO THIS WEBSITE OR THE INFORMATION CONTAINED IN IT, WHETHER SUCH DAMAGES ARISE IN CONTRACT, NEGLIGENCE, TORT, UNDER STATUTE, IN EQUITY, AT LAW, OR OTHERWISE, EVEN IF 21ETC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND THEREFORE SOME OF THE ABOVE LIMITATIONS ARE INAPPLICABLE IN SUCH JURISDICTIONS ONLY.

12. Indemnification

Member agrees to indemnify and hold 21ETC, its parents, subsidiaries, affiliates, officers and employees, harmless from any claim or demand, including reasonable attorneys’ fees and costs, made by any third party due to or arising out of Member’s use of the 21ETC site, the violation of this Agreement, or infringement by Member, or other user of the site using Member’s computer, of any intellectual property or any other right of any person or entity.

13. Modifications and Interruption to Services

21ETC reserves the right to modify or discontinue the Services with or without notice to Member. 21ETC shall not be liable to Member or any third party should 21ETC exercise its right to modify or discontinue the Services. Member acknowledges and accepts that 21ETC does not guarantee continuous, uninterrupted or secure access to the 21ETC site and operation of the 21ETC site may be interfered with or adversely affected by numerous factors or circumstances outside of 21ETC’s control.

14. Third-Party Sites

21ETC’s site may include links to other sites on the Internet that are owned and operated by online merchants and other third parties. Member acknowledges that 21ETC is not responsible for the availability of, or the content located on or through, any third-party site. Member should contact the site administrator or webmaster for those third-party sites if Member has any concerns regarding such links or the content located on such sites. Member’s use of those third-party sites is subject to the terms of use and privacy policies of each site, and 21ETC is not responsible therein. 21ETC encourages all Members to review said privacy policies of third-parties’ sites.

15. Governing Jurisdiction of the Courts of the State of California

21ETC‘s site is operated and provided in the State of California. As such, 21ETC is subject to the laws of the State of California, and such laws will govern this Agreement, without giving effect to any choice-of-law rules. 21ETC makes no representation that this site and the Services are appropriate, legal or available for use in other locations. Accordingly, if Member chooses to access the 21ETC site, Member agrees to do so subject to the internal laws of the State of California.

16. Compliance with Laws

Member assumes all knowledge of applicable laws and is responsible for compliance with all such laws. Member may not use the Services in any way that violates applicable state, federal, or international laws, regulations or other government requirements. Member further agrees not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national, or international law or regulation.

17. Copyright and Trademark Information

All content included or available on this site, including site design, text, graphics, interfaces, and the selection and arrangements thereof is protected, copyrighted material owned solely and exclusively by 21ETC, with all rights reserved, or is the property of 21ETC and/or third parties protected by intellectual property rights. Any use of the Services and other materials on the site, including reproduction for purposes other than those noted above, modification, distribution, or replication, any form of data extraction or data mining, or other commercial exploitation of any kind, without prior written permission of 21ETC is strictly prohibited. Member agrees to not use any robot, spider, or other automatic device, or manual process to monitor or copy 21ETC’s web pages or the content contained therein without the prior written permission of 21ETC.

21ETC™ and 21etc.com™ are proprietary service marks of 21ETC. 21ETC’s service marks may not be used in connection with any product or service that is not provided by 21ETC, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits 21ETC.

All other trademarks and service marks displayed on 21ETC’s website are the trademarks or service marks of their respective owners, and constitute neither an endorsement by 21ETC nor a recommendation by 21ETC of those vendors. In addition, such use of trademarks, service marks or links to the web sites of any such vendors is not intended to imply, directly or indirectly, that those vendors endorse or have any affiliation with 21ETC.

18. Notification of Claimed Copyright Infringement

Pursuant to Section 512(c) of the Copyright Revision Act, as enacted through the Digital Millennium Copyright Act, 21etc.com designates the following individual as its agent for receipt of notifications of claimed copyright infringement:

James T. Grant, Esq.
Law Offices of James T. Grant
Raleigh Studios Media Center
1600 Rosecrans Avenue, Fourth Floor
Manhattan Beach, CA 90266
Telephone: 310.321.7654
Facsimile: 310.634.1812
E-mail: jgrant@jgrantlaw.com

19. Botnets

21ETC retains the right, at its sole discretion, to terminate any accounts involved with botnets and related activities. If any hostnames are used as command and control points for botnets, 21ETC reserves the right to direct the involved hostnames to a honeypot, loopback address, logging facility, or any other destination at 21ETC’s discretion.

20. Other Terms

If any provision of this Agreement shall be deemed unlawful, void or unenforceable for any reason, the other provisions (and any partially-enforceable provision) shall not be affected thereby and shall remain valid and enforceable to the maximum possible extent. Member agrees that this Agreement and any other agreements referenced herein may be assigned by 21ETC, in its sole discretion, to a third party in the event of a merger or acquisition. This Agreement shall apply in addition to, and shall not be superseded by, any other written agreement between 21ETC and Member in relation to Member’s use of the Services and other participation on the site. If any dispute should arise between 21ETC and Member regarding, relating to, or otherwise arising out of the interpretation, breach and/or enforcement of this Agreement, then such dispute shall be submitted to binding arbitration in Los Angeles, California under the Commercial Rules of the American Arbitration Association. In any such dispute, the prevailing party shall be entitled to the reimbursement of that party’s reasonable attorneys’ fees and costs.

21. Refund Policy:

Based on the Services that a member selects and registers for, Member may be charged a Registration Fee, monthly or other periodic Subscription Fee, and Other Fees (such as for the scanning and uploading of resumes, video files, picture files and audio files posting). Registration and Other Fees are not refundable and are fully earned upon payment. Upon registration with 21ETC and payment of the initial Subscription Fee, Member shall have seven (7) days to request a refund of the initial Subscription Fee. Subsequent periodic Subscription Fees are earned upon payment and are not refundable. Member may discontinue future billing of Subscription Fees by unsubscribing before the next billing cycle.