NOTE: YOU ARE CONCLUDING A LEGALLY BINDING AGREEMENT
1. About RelationshipTrackerPro.com
RelationshipTrackerPro.com is operated by Relationship Tracker Pro LLC (“Relationship Tracker Pro,” “we,” “our,” “us”) provides a range of content hosting and communication services, to allow Talent (as defined herein) to connect with talent agents, managers, casting directors, and other professionals rendering professional services in motion picture, theatrical, radio, television, theater, and other entertainment enterprises.
WE ARE NOT ENGAGED IN THE OCCUPATION OF PROCURING, OFFERING, PROMISING, OR ATTEMPTING TO PROCURE EMPLOYMENT OR ENGAGEMENTS FOR TALENT.
RelationshipTrackerPro.com (the “Site”) offers features, content, functionality and other services (“Services”).
3. Applicable laws and updates to this Agreement
4. You may use the Site:
– as an actor, voice talent or other artist (“Talent”);
– as the professional representative (e.g. a talent agent or manager);
or on behalf of a company or other legal entity such as an agency, management company, casting director, or production company (each, an “Industry Professional Entity”)
If you are using the Site on behalf of an Industry Professional Entity or other organization, which may have a separate agreement with us, you are nevertheless individually bound by this Agreement as an individual User.
To be eligible for Membership, you must meet the following criteria and you represent and warrant that you:
– are Talent, or an Industry Professional Entity meeting the criteria established by us to qualify for membership as set forth in this Agreement or in any legal notice. And:
– are a) of the age of majority in your country of residence; or are b) a registering Adult (as defined in “Special Note About Minors”) registering and maintaining a Membership on behalf of a minor.
Further, you represent and warrant that you:
– are not currently restricted from using the Services or not otherwise prohibited from being a User;
– have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which you are a party or any applicable law;
– are not a competitor of Relationship Tracker Pro or are not using the Site for reasons that are in competition with Relationship Tracker Pro;
– will respect and not violate any rights of our rights, including but not limited to copyrights, trademark and service mark rights, and other intellectual property rights; and are solely responsible for any and all equipment, software, and Internet access necessary to use the Site and any associated costs.
During the Membership registration process, you will be prompted to provide personal information that allows us to know who you are, such as your full name, age, street address, email address and phone number, as well as additional optional information such as height, weight, racial and/or ethnic background, and pictures (collectively, “Registration Information”).
By using the Site, you represent and warrant that: (i) all Registration Information you submit is truthful, accurate, current and complete; (ii) you will maintain the accuracy of such Registration Information by updating and revising it promptly; and (iii) your use of the Site does not violate any applicable law or regulation.
In the event you are an Industry Professional Entity providing Registration Information on behalf of Talent (that is, any actor, or other artist you represent or on whose behalf you work), you warrant and represent that you have full authority to represent such Talent and provide us with the Registration Information and any other personally identifying information of such Talent, including a valid parent/guardian authorization where required by law.
You authorize us to make any inquiries, either directly or through third parties, that we consider necessary to validate your Registration Information. Relationship Tracker Pro reserves all rights to take legal action against anyone who provides inaccurate, false or incomplete personal information or is otherwise untruthful about their identity, and to suspend or cancel a Membership established using such information. Notwithstanding the foregoing, you acknowledge that Relationship Tracker Pro cannot guarantee the accuracy of any information submitted by any User of the Site, including any identity information about any User.
Special note about minors
We do not allow Talent or Members who are under the age of majority in their country of residence (a “minor”) to directly establish their own profiles on the Site. All Users who are minors may only post profiles on the Site if they are represented by a parent or legal guardian who has registered on their behalf and who maintains the profile on their behalf (“Registering Adult”). We reserve the right to add special protections, including to track and record visits/views, for the profiles and/or Membership accounts of Users who are minors for security purposes.
Although we cannot absolutely control whether minors gain unauthorized access to our Site, your profile may be deactivated and your Membership may be terminated without warning if we believe that you are a minor in your country of residence and we do not have satisfactory proof or assurances that your Membership is maintained on your behalf by a Registering Adult.
6. Membership security and unauthorized use
You are fully responsible for all activities conducted through your Membership. 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 Member’s account or password at any time, not to let an unauthorized third party use your membership, and not to disclose your password information to any unauthorized third party. You agree to notify us immediately if you suspect any unauthorized use of your Membership or access to your password. Your disclosure of your password to any other person is entirely at your own risk.
Although Relationship Tracker Pro will not be liable for your losses caused by any unauthorized use of your Membership, you may be liable for our losses or the losses of others as a result of such unauthorized use until such time as you terminate your Membership account or prove that your account security was compromised due to no fault of your own.
Additionally, by using the Site, you acknowledge and agree that Internet transmissions are never completely private or secure. You understand that any message or information you send to the Site 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.
RELATIONSHIP TRACKER PRO IS NOT RESPONSIBLE FOR ANY THIRD PARTY’S MISUSE OR MISAPPROPRIATION OF ANY CONTENT OR INFORMATION YOU TRANSMIT TO OR POST ON THE SITE.
8. Disclosure of User Information
You acknowledge, consent and agree that we may access, preserve, and disclose your Registration Information and any other information you provide if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary in our opinion to: (1) comply with legal process, including but not limited to civil and criminal subpoenas, court orders or other compulsory disclosures; (2) enforce this Agreement; (3) respond to claims of a violation of the rights of a third party, whether or not such third party is a User, individual, or government agency; (4) respond to customer service inquiries; or (5) protect the rights, property, or personal safety of the Site, our Users or the public.
However, if your Membership is terminated per Section 19 “Suspension and termination” as a result of your breach of this Agreement (including failure to pay fees when due), your access will be terminated with or without notice and you shall not be entitled to the refund of any unused portion of fees.
AUTOMATIC RECURRING BILLING FOR PAID MEMBERSHIPS AND ACCOUNT ARCHIVING SERVICES – In order to ensure uninterrupted services, paid memberships will automatically be renewed at the end of each billing cycle, (sometimes monthly, sometimes annually) and the user’s credit card will automatically be charged the current membership rate at the time of each renewal.
10. Access to and use of the Site
Ability to access
Subject to your compliance with this Agreement, we grant you a limited, revocable, nonexclusive, nonassignable, non-sub-licenseable right to access through a generally available web browser or mobile device (but not through scraping, spidering, crawling or other technology or software used to access or harvest data without the express written consent of Relationship Tracker Pro), view information and use the Site and the Services, as we intend such information, the Site and the Services to be accessed, viewed and used. We reserve all rights not expressly granted in this Agreement, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in the Site and all related items.
Limitations on access
Relationship Tracker Pro will allow you access to the Site as it may exist and be available on any given day, and we have no other obligations, except as expressly stated in this Agreement. We have the right at any time for any reason or no reason to interrupt availability of some or all aspects of the Site, suspend or terminate your Membership per the section on “Suspension and termination”, terminate this Agreement, and/or modify, replace, refuse access to, suspend or discontinue any and all current or future access to and use of the Site or the Services in whole or in part, or change or modify our fees for all or part of the Paid Services in our sole discretion, without notice or liability to you. Any such change shall be effective upon posting on the Site or by direct communication to you unless otherwise noted.
You agree that Relationship Tracker Pro will not be liable for any interruption of the Site, delay or failure to perform, and you understand that except as may be otherwise specifically provided for in this Agreement, you shall not be entitled to any refunds of fees for interruption of service or failure to perform.
Relationship Tracker Pro further reserves the right to withhold, remove and or discard any Content available as part of your Membership account, with or without notice, if deemed by Relationship Tracker Pro to be contrary to this Agreement. For avoidance of doubt, Relationship Tracker Pro has no obligation to store, maintain or provide you a copy of any Content that you or other Users provide when using the Site.
11. Notifications and service messages
For purposes of service messages and notifications about the Site to you, notice shall consist of an email from Relationship Tracker Pro to an email address associated with your Membership account, even if we have other contact information. You also agree that Relationship Tracker Pro may communicate to you about your Membership account or Services you have requested through your Membership account or through other means including email, mobile number, telephone, or delivery services including the postal service. You acknowledge and agree that we shall have no liability associated with or arising from your failure to maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Site or your Membership account.
12. Non-commercial use
The Site is for the personal use of Users and may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us. Illegal and/or unauthorized use of the Site, including collecting names and/or email addresses of Users by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Site is prohibited. Commercial advertisements, affiliate and third-party links, and other forms of solicitation may be removed from Member profiles without notice and may result in termination of Membership, in our sole discretion. Appropriate legal action may be taken for any illegal or unauthorized use of the Site.
13. Links to Third Party Sites
You acknowledge that: (i) by using the Site you may have access to pictures, digital images, graphics, music, video, audio, text, computer code and other creative output (collectively, “Content”); and (ii) this Content includes Content owned or licensed by Relationship Tracker Pro (“Relationship Tracker Pro Content”), or owned or licensed by Users.
You acknowledge that Relationship Tracker Pro, Relationship Tracker Pro’ licensors, and Users have rights in their respective Content under copyright and other applicable laws and treaty provisions, and that except as described in this Agreement, such rights are not licensed or otherwise transferred to you by mere use of the Site or a given Service. You accept full responsibility and liability for your use of any Content in violation of any such rights.
You understand that when using the Site, you will be exposed to Content from a variety of sources, and that Relationship Tracker Pro is not 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 Content that is inaccurate, offensive, indecent, objectionable, or that contains errors or omissions, and you agree, to the maximum extent allowable by law, to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Relationship Tracker Pro with respect thereto.
Your ownership of Content
You retain copyright and other intellectual property rights with respect to your Content that you submit or transmit to or display on or through the Site or any Service, to the extent that you have such rights under applicable law. You may request the deletion of your Content at any time by using the tools on the Site to do so; however, if you have shared Content with others, Relationship Tracker Pro has no control over their ability to store, copy or otherwise access or use your 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).
By submitting, transmitting, or displaying your Content to or through any area of the Site or any Service, you automatically grant (and you represent and warrant that you have the right to grant) to Relationship Tracker Pro a worldwide, sub-licenseable, assignable, perpetual, irrevocable, non-exclusive, fully paid-up and royalty-free, unlimited right and license to use, reproduce, publish, distribute, publicly display and perform, reformat, modify and delete your Content solely in connection with the Site, the Services and Relationship Tracker Pro’s (and its successors’ and assigns’) business.
You understand and agree that the license you grant to us above includes a right for us to make your Content available for viewing by other Users, and that, in performing the required technical steps to provide the Site and the Services to our Users, we may modify or adapt your Content in order to transmit, display or distribute it over computer networks, in various media and to devices. This limited license does not grant Relationship Tracker Pro the right to sell or otherwise distribute your Content outside of the Site or the Services.
You further understand and agree that: (a) you are solely responsible for understanding and complying with all copyright, patent, trademark, service mark, trade secret and other intellectual property or other laws that may apply to your Content hereunder; (b) you are solely responsible for, and Relationship Tracker Pro will have no liability in connection with, the legal consequences of any actions or failures to act on your part while using the Site, including without limitation any legal consequences relating to your intellectual property rights; and (c) Relationship Tracker Pro’s acknowledgement hereunder of your intellectual property rights in your Content does not constitute a legal opinion or legal advice, but is intended solely as an expression of Relationship Tracker Pro’s intention not to require Users of the Site to forego certain intellectual property rights with respect to Content they submit, transmit, or display, subject to the terms of this Agreement.
By providing Content to us, you represent and warrant that you own such Content or otherwise have the right to grant us the license set forth in this section; that the Content is accurate and not confidential; and the submission, transmission, posting and use of your Content on the Site is not in violation of any applicable laws or contractual restrictions or other third party rights (including, without limitation, privacy, publicity, and intellectual property rights).
You agree that, even though you may retain certain copyright or other intellectual property rights with respect to Content you upload while using the Site, you do not own the Membership you use to access the Site, nor do you own any data Relationship Tracker Pro stores on Relationship Tracker Pro’s servers (including without limitation any data representing or embodying any or all of your Content). Your intellectual property rights do not confer any rights of access to the Site or any rights to data stored by or on behalf of Relationship Tracker Pro.
Your use of Content
We reserve all rights not expressly granted in and to the Site and Content. You may access and use Content only as permitted under this Agreement, including, without limitation, complying with the User Code of Conduct. You agree not to circumvent, disable or otherwise interfere with security-related features of the Site or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Site or the Content therein.
Our ownership rights
All right, title and interest in and to the Site (including Relationship Tracker Pro Content) and Services is and will remain the exclusive property of Relationship Tracker Pro and its licensors. The Site and Services are protected by copyright, trademark, patent, trade-secret and other laws of both the United States and foreign countries. We hereby grant you a limited, revocable, non-sublicenseable license to reproduce and display the Relationship Tracker Pro Content (excluding any software code) solely for your personal use in connection with viewing the Site and using the Services. Relationship Tracker Pro reserves all rights not expressly granted in and to the Relationship Tracker Pro Content and the Site. Any feedback, comments, ideas, concepts or suggestions you may provide regarding the Site or Services is entirely voluntary, and we will be free to use such feedback, comments, ideas, concepts or suggestions for any purpose whatsoever, in any media, throughout the world and in perpetuity, and without any compensation, attribution or other obligation to you.
15. Software use restrictions
You acknowledge that any software and related documentation that may be available to download from the Site (the “Software”) is a copyrighted work owned or licensed by a Relationship Tracker Pro Party (as defined herein), and that you do not acquire any ownership rights by downloading the software. You agree that your use of the Software is governed by the terms of the license agreement that accompanies or is included with the Software (the “License Agreement”). Except as set forth in the applicable License Agreement, any further copying, reproduction or redistribution of the Software is expressly prohibited.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS SET FORTH IN THE LICENSE AGREEMENT, THE SOFTWARE IS PROVIDED TO YOU ON AN “AS-IS” AND “WHERE-IS” BASIS, AND ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE DISCLAIMED.
16. Digital Millennium Copyright Act (United States Only)
Our policy is to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act (“DMCA”) 17 U.S.C. Sec. 512. Copyright-infringing materials found on the Site can be identified and removed via Relationship Tracker Pro’s DMCA compliance process listed below and you agree to comply with such process in the event you are involved in any claim of copyright infringement to which the DMCA may be applicable.
If you believe in good faith that a User has infringed your copyright(s), you can request that we take down the infringing material(s) by following the steps in this DMCA compliance process. Please note that we do not make any legal decisions about the validity of your claim.
When a clear and valid DMCA Notice is received pursuant to the guidelines set forth below, we will respond by either taking down the allegedly infringing content (“Allegedly Infringing Content”) or blocking access to it. We may contact the DMCA Notice provider to request additional information.
Under the DMCA, we are required to take reasonable steps to notify the entity who posted the allegedly Infringing Content (“Alleged Infringer”). The Alleged Infringer is allowed under the law to send us a counter-notification as instructed below (“Counter-Notice”). On receiving a Counter-Notice, we may restore the Allegedly Infringing Content unless we receive notice from the original Notice provider that a legal action has been filed seeking a court order to restrain the Alleged Infringer from engaging in the allegedly infringing activity.
Anyone making a false or fraudulent DMCA Notice or Counter-Notice may be liable for damages under the DMCA, including costs and attorney’s fees. If you are unsure of whether certain material infringes your copyright, contact an attorney.
Filing a DMCA notice
To file a DMCA Notice with Relationship Tracker Pro, you must send us a written letter by fax or regular mail only (not by email, except by prior agreement). We reserve the right to ignore a DMCA Notice that is not in compliance with the DMCA.
Your DMCA Notice must:
(i) Identify specifically the copyrighted work(s) you believe has/have been infringed (for example, “My copyrighted work is an image that appears at [list profile where material is located].”);
(ii) Identify the Content that you claim is infringing on your copyrighted work. You must provide information reasonably sufficient to enable us to locate the item on the Site. You should provide clear screenshots of the Allegedly Infringing Materials (this is for identification purposes only, not to “prove” your claims). The information provided should be as detailed as possible;
(iii) Provide information sufficient to permit us to contact you directly: your name, street address, telephone number, and email (if available);
(iv) If possible, provide information sufficient to permit us to notify the Alleged Infringer (email address preferred);
(v) Include the following statement: “I have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.”;
(vi) Include the following statement: “I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.”;
(vii) The DMCA Notice must be signed (electronically or physically) by the copyright owner or the person authorized to act on behalf of the copyright owner;
(viii) The DMCA Notice must be sent to our DMCA designated agent at the following address:
DMCA DESIGNATED AGENT
RELATIONSHIP TRACKER PRO
LOS ANGELES CA 90___ USA
Or fax to ___-___-___, Attention: DMCA NOTICE.
Filing a counter-notice
If your material has been removed or blocked by us as a result of a DMCA Notice, you may send us a Counter-Notice pursuant to Sections 512(g)(2) and (3) of the DMCA asking for the Allegedly Infringing Material to be restored. To file a Counter-Notice with us, you must send us a written letter by fax or regular mail only (not by email, except by prior agreement).
When we receive the Counter-Notice, we will send a copy of the Counter-Notice to the party who originally requested the removal of the Allegedly Infringing Material and we will reinstate the Allegedly Infringing Material, unless that party obtains a court order supporting removal of the Allegedly Infringing Material. We reserve the right to ignore a Counter-Notice that is not in compliance with the DMCA.
Your Counter-Notice must:
(i) Describe and list all material(s) that were removed by Relationship Tracker Pro and the location at which the material(s) appeared before it/they was/were removed. Please provide the specific profile or other unique identifying information so that we may have reasonably sufficient information to identify the item(s). The information provided should be as detailed as possible;
(ii) Provide your name, address, telephone number and email address (if available);
(iii) State that you consent to the jurisdiction of the U.S. Federal District Court for the judicial district in which your address is located, or for Los Angeles County, California if your address is outside of the United States;
(iv) State that you will accept service of process from the person (or an agent of such person) who provided the DMCA Notice to us;
(v) Include the following statement: “I swear under penalty of perjury, that I have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.”;
(vi) The Counter-Notice must be signed (electronically or physically);
(vii) The Counter-Notice must be sent to our designated DMCA designated agent at the following address:
DMCA DESIGNATED AGENT
RELATIONSHIP TRACKER PRO
LOS ANGELES CA 90___ USA
Or fax to ___-___-___, Attention: DMCA NOTICE.
17. User code of conduct
You agree that you shall:
– Use the Services in a professional manner;
– Provide complete and accurate Registration Information to us and update it as necessary;
– Comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, decency and obscenity laws, export control laws, tax laws, and regulatory requirements;
– Review and comply with notices sent by Relationship Tracker Pro concerning the Site and Services.
You agree that you shall not:
– Take any action or upload, post, e-mail or otherwise transmit Content that infringes or violates any third party rights or violates any law or regulation;
– Impersonate any person or entity without their consent, including, but not limited to, a Relationship Tracker Pro employee, contractor, agent, or representative or falsely state or otherwise misrepresent your affiliation with a person or entity;
– Transmit, post, or e-mail any misleading or false professional opportunities in your profile or elsewhere on the Site;
– Abuse the Site messaging services;
– Include information in your profile or elsewhere on the Site that reveals your or any other individual’s identity or sensitive personal information or information that is confidential in nature, such as government identifiers like Social Security numbers, Tax ID numbers, or Medicare numbers except where you have voluntarily provided it to us in the optional, designated fields for that information or where its collection is required by law.
– Create a Membership profile for anyone other than a natural person except as expressly permitted by the terms of this Agreement;
– Make unauthorized use of any trademarks, service marks, or logos owned by Relationship Tracker Pro (each a, “Relationship Tracker Pro Trademark”), including, without limitation, using a Relationship Tracker Pro Trademark in any business name, email, or URL, or posting or displaying a Relationship Tracker Pro Trademark on any website without express prior authorization;
– Adapt, modify or create derivative works based on the Site or technology underlying the Site or Services, or any Content or other materials therein, in whole or part;
– Utilize information, Content or any data you view on and/or obtain from the Site on any Third Party Site, including, without limitation, to provide any service that is competitive, in Relationship Tracker Pro’s sole discretion, with the Site or the Services;
– Attempt to or actually transmit or post a link to another website within your Membership profile or anywhere else on the Site; provided, however, in the “Demo reel & Web Links” portion of your membership profile, you may post links to your legitimate demo reels and promotional materials.
– Take any actions or upload, post, e-mail 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;
– Take any action or upload, post, email or otherwise transmit any Content that would violate any right or duty under any applicable law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
– Upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, or promotional materials, including without limitation, promotional materials that are in the nature of “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation that Relationship Tracker Pro considers in its sole discretion to be of such nature;
– Interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;
– Attempt to or actually override any security component included in or underlying the Site;
– Attempt to or actually access the Site or any Member’s Membership account or password, except as expressly permitted by the terms of this Agreement and/or other than through the interfaces provided by the Site;
– Use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other Services contained in the Site;
– Collect, use, rent, lease, trade, share or transfer any information, including but not limited to, personally identifiable information, obtained from the Site or of non-Users, except as expressly permitted in this Agreement or as the owner of such information may expressly permit;
– Take any action or upload, post, e-mail or otherwise transmit Content or any other communication to another User that, as determined by Relationship Tracker Pro in its sole discretion, causes tort, is harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; and
– Stalk, abuse or attempt to abuse, or otherwise harass, as determined by Relationship Tracker Pro in its sole discretion, another User or any Relationship Tracker Pro Party (e.g., a Relationship Tracker Pro employee). Any violation by you of the terms of the foregoing sentence may result in immediate and permanent suspension or cancellation of your Membership without notice; or
– Engage in any other behavior that Relationship Tracker Pro, in its sole discretion, deems contrary to its purpose.
Preventing and reporting abuse
You agree that Relationship Tracker Pro may take whatever steps it deems necessary to abridge, or prevent
behavior of any kind on the Site that violates this Agreement in Relationship Tracker Pro’s sole discretion, without notice to you.
Relationship Tracker Pro has a zero-tolerance policy against child pornography, and will terminate and report to the appropriate authorities any User who publishes or distributes child pornography.
You can report any violations of the User Code of Conduct or other abuse on the Site by emailing email@example.com.
18. Dealing with other Members; limitation of liability
Relationship Tracker Pro is a service provider, which means, among other things, that we do not control each and every aspect of the Site. You acknowledge that Relationship Tracker Pro is a service provider that may offer Users opportunities to interact on and through the Site regarding topics and content chosen by other Users. Generally, we do not regulate Users’ interactions with the Site or communications with each other on the Site. As a result, we have limited control, if any, over the quality, safety, morality, legality, truthfulness or accuracy of various aspects of the Site.
Communications with Users
You are solely responsible for your interactions with other Users. Relationship Tracker Pro may limit the number of interactions you may have with other Users through the Site or views of Membership profiles, and may, in certain circumstances, prohibit you from contacting other Users through use of the Services or otherwise limit your use of the Site. Relationship Tracker Pro reserves the right to terminate your Membership account if we determine, in our sole discretion, that doing so is necessary to enforce this Agreement.
As a condition of access to our Site, to the maximum extent allowable by law, you release Relationship Tracker Pro, and its shareholders, partners, affiliates, directors, officers, members and managers, subsidiaries, employees, agents, suppliers, licensors and distributors (each a “Relationship Tracker Pro Party” and collectively, the “Relationship Tracker Pro Parties”) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any dispute you have or claim to have with one or more Users of the Site.
You further understand and agree that: (i) Relationship Tracker Pro will have the right but not the obligation to resolve disputes between Users relating to the Site, and Relationship Tracker Pro’ resolution of any particular
dispute does not create an obligation to resolve any other dispute; (ii) to the extent Relationship Tracker Pro elects to resolve such disputes, it will do so in good faith based solely on the general rules and standards of the Site and will not make judgments regarding legal issues or claims; (iii) Relationship Tracker Pro’ resolution of such disputes will be final with respect to the Site but will have no bearing on any real-world legal disputes in which Users of the Site may become involved; and (iv) to the maximum extent allowed by law, you hereby release the Relationship Tracker Pro Parties from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with Relationship Tracker Pro’s resolution of disputes relating to the Site.
19. Suspension and termination
How to terminate your Membership account
This Agreement shall remain in full force and effect while you use the Site or are a Member. You may cancel your Membership at any time, for any reason, by contacting us at firstname.lastname@example.org. Termination of your Membership will be effective upon the Site processing your request.
On your election to cancel, your Membership will generally be cancelled within 2 business days; however.
Only Relationship Tracker Pro or the party paying for the Paid Services on your behalf may terminate your access to any Paid Services. Termination of your Membership account includes disabling your access to the Site and may also bar you from any future use of the Site.
Misuse of the Services
Relationship Tracker Pro may suspend, terminate or cancel this Agreement or your Membership at any time, for any or no cause, without warning. Such suspension, termination, or cancellation shall be effective immediately or as may be specified in any notice.
In addition, and without limiting the foregoing, Relationship Tracker Pro may, at its sole discretion and with or without notice, in response to any violation of this Agreement (including, without limitation, violating the User Code of Conduct): (1) place a User on probation on terms established by Relationship Tracker Pro in its sole discretion; (2) restrict or suspend the User’s account; and/or (3) terminate the User’s account.
In the event that Relationship Tracker Pro suspends or terminates your Membership or this Agreement, you understand and agree that you shall receive no refund or exchange for any unused time on a subscription, any license or subscription fees, any Content or data associated with your Membership, or for anything else.
If a User is placed on probation, suspended or terminated, and the User is believed to have re-registered or attempted to have re-registered with the Site (including under a new name) that User may be permanently barred from the Site without recourse.
Relationship Tracker Pro has adopted a policy of permanently barring without recourse and/or terminating accounts of Users who, in Relationship Tracker Pro’ sole discretion:
– Falsely represent that they are a talent agent, talent manager, casting director or other Industry Professional Entity; or
– Are deemed to be repeat infringers under the United States Copyright Act.
In addition, Relationship Tracker Pro may block access to the Site or Services from an IP address or range of IP addresses associated with those of terminated Users.
In the event a dispute arises between you and Relationship Tracker Pro, we want to provide you with an efficient, neutral and cost-effective means of resolving the dispute. To this end, you and Relationship Tracker Pro agree to resolve any claim or controversy at law or in equity that arises from or relates to this Agreement or our Site (a “Claim”) in accordance with the subsections below.
This Agreement and the relationship between you and Relationship Tracker Pro shall be governed in all respects by the laws of the State of California without regard to conflict of law principles.
Notice of claims
You agree to give Relationship Tracker Pro no less than 60 days’ notice of your intention to file any Claim, in order that you and Relationship Tracker Pro may attempt to settle such Claim outside of formal court or arbitration proceedings.
All Claims shall be submitted to binding arbitration by a single arbitrator from JAMS or another established alternative dispute resolution (“ADR”) provider chosen by the applicable Relationship Tracker Pro Party (as defined herein). The arbitration proceeding will be located in Los Angeles, and will be conducted in accordance with the ADR provider’s rules and procedures applicable to the arbitration of commercial disputes, as such rules and procedures are then in effect. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Any claim or action for indemnification, contribution, interpleader or injunctive relief arising out of a Claim shall not be subject to arbitration.
Improperly filed claims
All Claims you bring against Relationship Tracker Pro must be resolved in accordance with this Dispute Resolution Section. All Claims filed or brought contrary to this Dispute Resolution Section shall be considered improperly filed. Should you file a Claim contrary to this Dispute Resolution Section, Relationship Tracker Pro may recover attorneys’ fees and costs of up to one thousand U.S. Dollars ($1,000.00 USD), provided that Relationship Tracker Pro has notified you in writing of the improperly filed Claim, and you have failed to promptly withdraw the Claim.
21. Disclaimers of warranty
No liability for accumulated Content
Some jurisdictions do not allow the disclaimer of implied terms in contracts with consumers and, as a result, the contents of this section may not apply to you. When using the Site, you may accumulate Content that resides as data on Relationship Tracker Pro’s servers. This data, and any other data, Membership history and User names residing on the Site’s servers may be deleted, altered, moved or transferred at any time for any reason in Relationship Tracker Pro’s sole discretion.
You acknowledge that, notwithstanding any copyright or other rights you may have with respect to Content you upload, transmit, display and/or create using the Site, and notwithstanding any value attributed to such Content or other data by you or any third party, RELATIONSHIP TRACKER PRO DOES NOT PROVIDE OR GUARANTEE, AND EXPRESSLY DISCLAIMS (SUBJECT TO ANY UNDERLYING INTELLECTUAL PROPERTY RIGHTS IN THE CONTENT), ANY VALUE, CASH OR OTHERWISE, ATTRIBUTED TO ANY DATA RESIDING ON RELATIONSHIP TRACKER PRO’S SERVERS.
You understand and agree that Relationship Tracker Pro has the right, but not the obligation, to remove any Content (including your Content) in whole or in part at any time for any reason or no reason, with or without notice and with no liability of any kind.
The Site is provided “As Is”
Some jurisdictions do not allow the disclaimer of implied terms in contracts with consumers and, as a result, the contents of this section may not apply to you.
Relationship Tracker Pro provides the Site, your Membership and all other Services strictly on an “AS IS” and “AS AVAILABLE” basis, provided at your own risk, and, to the fullest extent permissible under applicable law, RELATIONSHIP TRACKER PRO HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, WRITTEN OR ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Without limiting the foregoing, Relationship Tracker Pro makes no warranty as to the quality, accuracy, completeness and validity of any information or content you access or receive in connection with the Site or Services, or that your use of the Site will meet your requirements. Do not rely on the Site, any information therein, or its continuation. If you are dissatisfied or harmed by the Site or anything related to the Site, you may close your account and terminate this agreement in accordance with the section on “Suspension and termination” and such termination shall be your sole and exclusive remedy.
Relationship Tracker Pro is not responsible, and makes no representations or warranties for the delivery of any messages sent through the Site to anyone. In addition, we neither warrant nor represent that your use of the Site will not infringe the rights of third parties. Any material, service, or technology described or used on the Site may be subject to intellectual property rights owned by third parties who have licensed such material, service, or technology to us.
Relationship Tracker Pro does not have any obligation to verify the identity of the persons subscribing to the Services, nor does it have any obligation to monitor the use of its Services by other Users; therefore, Relationship Tracker Pro disclaims all liability for identity theft or any other access to or misuse of your identity or information.
Relationship Tracker Pro does not guarantee that the Site will function without interruption or errors in functioning, or be virus-free, or that any errors or defects on the Site will be corrected. In particular, the operation of the Site may be interrupted due to maintenance, updates, or system or network failures.
Relationship Tracker Pro disclaims all liability for damages caused by any such interruption or errors in functioning. Furthermore, Relationship Tracker Pro disclaims all liability for any malfunctioning, impossibility of access, or poor use conditions of the Site due to inappropriate equipment, disturbances related to internet service providers, to the saturation of the internet network, and for any other reason.
22. Limitations of liability; indemnification
Some jurisdictions do not allow the disclaimer of implied terms in contracts with consumers and, as a result, the contents of this section may not apply to you.
IN NO EVENT SHALL THE RELATIONSHIP TRACKER PRO PARTIES OR THEIR RESPECTIVE SUPPLIERS, LICENSORS OR DISTRIBUTORS IN HOSTING, OPERATING OR DELIVERING THE SITE OR SERVICES BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES FOR LOST PROFITS, ARISING (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) OUT OF OR IN CONNECTION WITH THE SITE (INCLUDING ITS MODIFICATION OR TERMINATION), YOUR MEMBERSHIP (INCLUDING ITS TERMINATION OR SUSPENSION) OR THIS AGREEMENT, WHETHER OR NOT RELATIONSHIP TRACKER PRO MAY HAVE BEEN ADVISED THAT ANY SUCH DAMAGES MIGHT OR COULD OCCUR AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
IN ADDITION, YOU AGREE THAT IN NO EVENT WILL RELATIONSHIP TRACKER PRO’ CUMULATIVE LIABILITY TO YOU FOR DIRECT DAMAGES OF ANY KIND OR NATURE EXCEED FIVE TIMES THE MOST RECENT MONTHLY FEE THAT YOU PAID FOR A PAID SERVICE, IF ANY, OR U.S. ONE HUNDRED DOLLARS (U.S. $100.00), WHICHEVER IS GREATER.
You agree to defend, indemnify and hold harmless the Relationship Tracker Pro Parties for all damages, losses, liabilities, claims, and costs (including, but not limited to, reasonable attorneys’ fees and costs) related to all third party claims, charges, and investigations, arising from, relating to, or caused by (a) your use of the Site and Services, (b) your failure to comply with this Agreement, including, without limitation, your submission of Content that violates third party rights or applicable laws, and (c) your Membership.
23. Acts contrary to the Agreement
If you believe that you are entitled or obligated to act contrary to this Agreement under any mandatory law, you agree to provide us with detailed and substantiated explanation of your reasons in writing at least 30 days before you act contrary to this Agreement, to allow us to assess whether we may, at our sole discretion, provide an alternative remedy for the situation, although we are under no obligation to do so.
24. Access from outside the United States, export control
This Site is controlled and operated by Relationship Tracker Pro from its offices within the United States. Relationship Tracker Pro makes no representation that materials in the Site or the Services 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 is prohibited. Those who choose to access this Site or the Services from other locations do so on their own initiative and are responsible for compliance with applicable local laws. If you use this Site or the Services from other locations, you are responsible for compliance with applicable local laws including, but not limited to, the export and import regulations of other countries. Your use of the Site and Services, including our Software, is subject to export and re-export control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the United States Department of Commerce and sanctions programs maintained by the Treasury Department’s Office of Foreign Assets Control. 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.
25. General provisions
This Agreement is accepted upon your access and use of the Site and is further affirmed by your becoming a Member and maintaining a Membership. You agree that this Agreement constitutes the entire, complete and exclusive agreement between you and us regarding the Site and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement.
Section titles, severability
The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision; and if a court or arbitrator finds the modified provision unlawful, void or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will not be affected in any way.
The terms of this Agreement shall survive any termination for any reason, except the following sections and subsections: Section 10 “Access to and Use of the Site” and Section 18, Subsection “Communications with Users”.
No injunctive relief
In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Site, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Site or any Content or other material used or displayed through the Site.
Our failure to act with respect to a breach by you or others does not waive our right to act with respect to that breach or subsequent or similar breaches.No consent or waiver by Relationship Tracker Pro under this Agreement shall be deemed effective unless delivered in a writing signed by a duly appointed officer of Relationship Tracker Pro. Notwithstanding anything else in this Agreement, no default, delay or failure to perform on the part of Relationship Tracker Pro shall be considered a breach of this Agreement if such default, delay, or failure to perform is shown to be due to causes beyond the reasonable control of Relationship Tracker Pro.
Relationship Tracker Pro may give notice to you by means of a general notice on our Site, at or after log-in to your Membership account, by electronic mail to your e-mail address in our records for your Membership, or by written communication sent by first class mail, postage prepaid, or overnight courier to your address on record for your Membership.
All notices given by you, whether or not required under this Agreement, shall be:
– Sent by postal mail or courier to us at:
ATTN: DISPUTE RESOLUTION
PO BOX PO Box 341031
Los Angeles, CA 90034
Additionally, Relationship Tracker Pro accepts service of process at this address. Any notices that you provide without compliance with this section on Notices shall have no legal effect.
Assignment and delegation
You may not assign or delegate any rights or obligations under the Agreement. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under the Agreement, fully or partially without notice to you. We may also substitute, by way of unilateral novation, effective upon notice to you, Relationship Tracker Pro for any third party that assumes our rights and obligations under this Agreement.
RELATIONSHIP TRACKER PRO
PO BOX PO Box 341031
Los Angeles, CA 90034