Terms and Conditions of Service
Last Updated: December 27th, 2018
Please read these Terms and Conditions of Service carefully. Your use of the Services constitutes your agreement to these Terms and Conditions of Services and these Terms and Conditions of Service govern your subscription to and use of Company's Services.
These Terms and Conditions of Service ("Terms") form a legal agreement between you ("You") and Up-To-Date Theatricals ("Company"). Your use of the online site ("Site") currently located at uptodateactor.com ("Services") is subject to these Terms. These Terms are effective between You and Company from the date You accept these Terms.
Company reserves the right to change these Terms at any time. Notice of any revision, amendment, or modification of this policy will be posted on the site (uptodateactor.com), and a User's continued use of the Service will signify agreement to such changes.
By continuing to use this Site and/or Services, or by purchasing a subscription, You agree to these Terms. If You are entering into these Terms on behalf of a company or other legal entity, you represent that You have the authority to bind such entity and its affiliates to these Terms, in which case the terms "You" and "Your" shall refer to such entity and its affiliates.
Each of the following words for these Terms has following meanings:
- "Affiliate(s)" means an entity that controls, is controlled by, or is under common control with either Party.
- "Content" means any current or future text, images, audio, video or other data accessed on the Site or through the Services, including any database content.
- "Malicious Code" means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs, Trojan horses.
- "Purchased Service(s)" or "Paid Subscription(s)" means services that You purchase as distinguished from those pursuant to a free trial.
- "User" means an individual who is authorized by You to use the Service, for whom subscriptions to a Service have been procured, and who have been supplied unique user identifications and passwords by You (or by Company at Your request). Users may include, for example, Your employees, consultants, contractors, agents, and third parties with which You transact business.
- "Service(s)" means the products and services made available to You by Company in accordance with your subscription, as described on the Site and any associated documentation made available.
- "You" or "Your" means the company or other legal entity for which you are accepting these Terms, and Affiliates of that company or entity.
2. FREE TRIAL
2.1 If You register on our website for or are provided by a Company representative with a trial period, Company may make one or more Services available to You on a trial basis free of charge until the earlier of (a) the end of the trial period for which You registered to use the applicable Service(s), (b) the start date of any Purchased Service subscriptions ordered by You for such Service(s), or (c) the termination by a Company representative, in their discretion. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into these Terms by reference and are legally binding.
2.2 To activate the Free Trial User must chose and provide payment for a Paid Subscription. User may cancel Paid Subscription at any time, prior to date of activation of Paid Subscription, without charge through subscription page. Failure to cancel prior to Paid Subscription activation date will activate Paid Subscription and cannot be canceled or refunded.
2.3 During the evaluation access, THE SERVICES ARE PROVIDED "AS-IS" WITHOUT ANY WARRANTY, as further set out in Section 12 of these Terms.
3. FREE SERVICES
In order to access or take advantage of the Free Service(s)offered you must register and provide Personal Information such as name, phone, email address, and postal address. Company reserves the right to terminate Free Service(s) at any time. You may choose to provide optional information at the time of registration that can be used to advertise products and services to you.
4. PURCHASED SERVICES
4.1 Provision of Purchased Service. During the period for which You have purchased a subscription ("Term"), Company will provide to You: (a) the Services as more fully described on our Site; (b) basic support for the Service at no additional charge; (c) a non-exclusive, non-transferable, non-sublicensable, revocable and limited license, for the duration of the Term, to: (i) access and use the Services for Your personal purposes; and (ii) use and access the Content subject to the restrictions set out in section 4 below. User access to the Database and the Service Contents is made available to Subscribers only and may not be accessed if outside of the Term of Subscription.
4.2 Your Responsibilities. You must:
- (a) comply with, and ensure each of Your associated Users complies with, these Terms;
- (b) use the Services and Content only in accordance with these Terms, any additional materials made available by Company, and any applicable laws and regulations;
- (b) ensure the personal information you provide to Company is accurate and up to date, to enable Company to provide the Services to You;
- (c) protect Your access credentials to the Services, to prevent unauthorized access to or use of Services and Content, including by creating a sufficiently complex password and keeping Your password and other access credentials confidential and not sharing such credentials with any third party;
- (d) notify Company if you have reason to believe Your access credentials have been lost or shared or there has been unauthorized access or use of Your account.
4.3 Modifications to the Service. Company may make modifications to the Service or particular components of the Service from time to time and will notify You of any material modifications through the Service. Company reserves the right to discontinue offering the Service at the conclusion of Your then current Term. Company shall not be liable to You nor to any third party for any modification of the Service.
4.4 Suspension of Service. Company reserves the right to suspend any account associated with You or any of Your Users, including any access to and/or use of the Service if Company has reason to believe You or any of Your Users has violated these Terms. You agree that Company shall not be liable to You or to any of Your Users or Affiliates or other third party for any suspension of the Service pursuant to this section.
5. LIMITATIONS ON USAGE
5.1 Usage Restrictions. You will not:
- (a) without Company’s prior written permission, sell, reproduce, resell, duplicate, republish, distribute, display, transmit, rent, lease, sublicense, modify, translate, create derivative works of the Services or any Content, or otherwise exploit the Services or Content, for commercial purposes.
- (b) access database or user content outside of the duration of Your subscription.
- (c) decompile, disassemble, reverse engineer or reverse assemble any portion of the Services or Content, or attempt to discover any source code or underlying ideas or algorithms of the Services, or use any network monitoring or discovery software to determine the Service architecture or extract information about usage, individual identities or users;
- (d) access the Services for the purposes of monitoring their performance or functionality, in in order to build a competitive product or service, or copy any features, functions or graphics of the Services, or for any other commercial, benchmarking or competitive purposes;
- (e) use the Services to store or transmit material in violation of third party privacy rights, or in other circumstances where You do not have a right to transmit the material under any law, contract or as a result of any fiduciary relationships (e.g., information protected under non-disclosure agreements).
- (f) engage in large scale copying, downloading or duplication of Content, including to facilitate non-renewal of the subscription, where a User is leaving the subscriber’s organization, or to facilitate or establish a competitive service offering.
- (g) transmit unsolicited, offensive or inappropriate commercial or non-commercial email via the Services;
- (h) interfere with or disrupt the integrity or performance of the Services or third party data contained therein, or introduce any software virus or other malicious code;
- (i) use the Services in any manner that could harm, infect, take over, disable, overburden, or otherwise impair Company’s computer systems, including but not limited to servers, networks, and other components connected to or used for the Services;
- (j) interfere with any other party’s use and enjoyment of the Services;
- (k) attempt to gain unauthorized access to the Services or their related systems or networks, including through hacking, password mining or any other means;
- (l) remove or alter any trademark, logo, copyright or other proprietary notices associated with the Content or Site, without Company’s prior written consent.
5.2 Usage Limitations. Access to Services and Content may be limited to a daily amount for all subscriptions. The Company defines excessive viewing as viewing database content more than fifty (50) times in a 24-hour period. Company reserves the right to increase or decrease this limit at any time. Company reserves the right to suspend and cancel any subscription that continually reaches daily limts.
6. FEES AND PAYMENT FOR PURCHASED SERVICES
6.1 Fees. You agree to pay fees as set out by subscription purchased. Except as otherwise specified herein, and subject to applicable laws, (i) fees are based on Services and Content purchased and not actual usage, and (ii) payment obligations are non-cancelable and fees paid are non-refundable.
6.2 Payment. Your payment will automatically renew at the end of the subscription period, unless you cancel your Paid Subscription through your subscription page before the end of the current subscription period. The cancellation will take effect the day after the last day of the current subscription period, and you will be downgraded to the Free Service. However, if you cancel your payment or Paid Subscription and/or terminate any of the Agreements before the end of the current subscription period, we will not refund any subscription fees already paid to us.
You shall provide accurate, current, and complete information on Your legal business name, address, email address, and phone number, and maintain and promptly update this information if it should change. All fees are exclusive of any taxes, levies, duties of any nature unless expressly stated otherwise.
7. USER CONTENT
Users have the right to post, upload and/or contribute information to their own user content. This data is collected and analyzed by the Company in order to provide User with a better service. User grants Company a non-exclusive, transferable, sub-licensable, royalty-free, perpetual (or, in jurisdictions where this is not permitted, for a term equal to the duration of the Agreements plus twenty (20) years), irrevocable, fully paid, worldwide license to use, reproduce, make available to the public (e.g. perform or display), publish, translate, modify, create derivative works from, and distribute any of your User Content in connection with the Service through any medium, whether alone or in combination with other content or materials, in any manner and by any means, method or technology, whether now known or hereafter created. Company has the right to share any and all User Content, but will keep user's identity private when doing so.
8. PROPRIETARY RIGHTS AND LICENSES
8.1 Reservation of Intellectual Property Rights. You agree that all rights, title, and interest in and to all intellectual property rights in the Service and Content are owned exclusively by Company or its licensors. Except as provided in these Terms, the subscription granted to You does not convey any rights in the Service or Content, express or implied, or ownership in the Service or Content or any intellectual property rights thereto. Any rights not expressly granted herein are reserved by Company. Company service trademarks, logos, and products are marks of Company respectively (the "Company Marks"). You agree not to display or use the Company Marks in any manner without Company’s express prior written permission. Except as expressly provided in these Terms, nothing contained herein shall be construed as conferring any license or right, by implication, estoppels or otherwise under copyright or other intellectual property rights.
8.2 License to Use Feedback. You grant Company a royalty-free, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to use or incorporate into the Service any suggestions, enhancement requests, recommendations or other feedback provided by You, Your Users or Your Affiliates relating to the Service.
9. YOUR PERSONAL INFORMATION
10. LINKS TO OTHER SITES
The Services may contain links to other sites as well as e-mail links. These links are provided solely as a convenience to you. These other sites were independently developed by parties other than Company and Company assumes no responsibility for the accuracy or appropriateness of the information contained in such sites. The inclusion of any link to another site does not imply endorsement by Company. Any mention of another party or its product or service in Company’s Services should not be construed as an endorsement of that party, its products, and/or services. If you decide to access linked third party web sites, You do so at your own risk.
11.1 Confidentiality. Company and You agree: (a) to keep confidential all Confidential Information; (b) not to use or disclose Confidential Information except to the extent necessary to perform its obligations or exercise rights under these Terms or as directed by You; (c) to protect the confidentiality thereof in the same manner as it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of such Confidential Information) and to make Confidential Information available to authorized persons only on a "need to know" basis. Notwithstanding the foregoing, this Section will not prohibit the disclosure of Confidential Information to the extent that such disclosure is permitted by law or order of a court or other governmental authority or regulation.
For purposes of these Terms, "Confidential Information" shall include these Terms, commercial terms such as subscription levels, invoice and pricing data, each party’s proprietary technology, communication between the parties regarding the Service and any information that is clearly identified in writing at the time of disclosure as confidential. Notwithstanding the foregoing, Confidential Information shall not include information which: (1) is known publicly; (2) is generally known in the industry before disclosure; (3) has become known publicly, without fault of the recipient; (4) the recipient becomes aware of from a third party not bound by non-disclosure obligations to the disclosing party and with the lawful right to disclose such information to the recipient.
12. REPRESENTATION, LIMITATIONS OF LIABILITY AND DISCLAIMER
12.1 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SERVICES ARE PROVIDED "AS IS," EXCLUSIVE OF ANY WARRANTY WHATSOEVER.
12.2 Content Accuracy. Company in no way ensures accuracy of database content. The database is updated continuously to the best of Company's knowledge via phone updates, web updates, and by word of mouth. Company is not liable for any effects of information displayed. The user uses the database at their own risk and is responsible and liable for any incident arising from the use of the service and database.
12.3 Limitation of Liability. NEITHER PARTY'S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THESE TERMS WILL EXCEED THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. HOWEVER, THE ABOVE LIMITATIONS WILL NOT LIMIT PAYMENT OBLIGATIONS UNDER SECTION 5 (FEES AND PAYMENT FOR PURCHASED SERVICES) OR INDEMNIFICATION OBLIGATIONS UNDER SECTION 11.
12.4. Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
You agree to indemnify, defend and hold Company, its officers, directors, employees, affiliates, agents, licensors, suppliers and any third party information providers to the Service harmless from and against all claims, losses, intellectual property rights, expenses, damages and costs, including reasonable attorneys' fees, arising out of or related to any use of the Service, or of any Content, data, or documentation received through the Service by You, regardless of any form of action.
14. TERM AND TERMINATION
14.1 Purchased Services Term. The term of each subscription for Service(s) shall begin on the date of acceptance of services and continue for the period indicated as the subscription period. Paid Subscription will automatically renew if not canceled prior to end of current Term.
14.2 Termination and Expiration. User has the right to cancel Subscription at any point to stop automatic renewal. User is still obligated to pay for Services through end date of original Terms of Service. User will not be refunded for any portion of used or unused Service.
14.3 Refund or Payment upon Termination. If Company terminates these Terms due to Your material breach of these Terms, You will not be entitled to any partial or full refund of the Fees paid.
14.4 Your Account upon Termination. You agree that following termination of Your account and/or use of the Service, Company may immediately deactivate Your account and that following a reasonable period of not less than 90 days shall be entitled to delete Your account. You agree to delete or destroy any Content obtained through the Services, unless prior written approval is obtained from Company to retain the Content.
14.5. Surviving Provisions. The Sections titled "Fees and Payment for Purchase Services," "Proprietary Rights and Licenses," "Confidentiality," "Disclaimers," "Indemnification," "Limitation of Liability," "Term and Termination," "Your Account upon Termination," "Governing Law and Jurisdiction," and "Assignment" shall survive any termination or expiration of these Terms.
Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, Company may assign these Terms in its entirety (including all invoices), without the other party’s consent if in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. These Terms will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
16. GOVERNING LAW AND JURISDICTION
These Terms will be governed by and construed in accordance with the laws of the State of New York. You agree to jurisdiction of the New York for all disputes concerning in any manner the subject matter of these Terms.