actors access (sm) - Terms of Service

TERMS OF USE

(Including GDPR Compliance Statement, General Privacy Policy, Children’s Online Privacy Policy in Compliance with COPPA, and Online Privacy Protection Policy for California Residents)

Effective Date and Date of Most Recent Revision: September 25, 2018

Important Notices:

By accessing, entering, using, viewing or visiting any of the Breakdown Services Websites,

you are “opting in” and agreeing to be bound by the following Terms of Use!

All Users are obliged to hold and use Talent Submissions and Breakdowns in strict trust and confidence and only for the purposes authorized in the Terms of Use. These materials may not be shared, copied, posted, transmitted, broadcast, exhibited or otherwise used for any other purpose. (See Section 6.5(g) below)

By way of example only, none of the Talent Submissions and/or the Breakdowns may be copied, shared, and/or posted at any social networking or content-sharing website of any kind whatsoever, including but not limited to Facebook, Myspace, YouTube, Twitter, etc. (See Section 5.5(h) below)

The following Terms of Use (including the GDPR Compliance Statement, the General Privacy Policy, the Children’s Online Privacy Policy in Compliance with COPPA, and the Online Privacy Protection Policy for California Residents) (collectively, “TOU”) constitute a binding contract between Breakdown Services, Ltd., a California corporation (“Breakdown”), 2140 Cotner Avenue, Third Floor, Los Angeles, CA 90025, and each user (“User”) who accesses, enters, uses, views or visits any of the websites operated by or for Breakdown (collectively, “Website(s)”). Whenever the term “access,” “accesses” or “accessing” appears in the TOU, it refers to and includes accessing, entering, using, viewing and/or visiting the Website(s).

1. Agreement to Terms. By clicking on “I AGREE,” and/or by accessing the Website(s), the User confirms that he or she has read, understands, “opts in” and agrees to be bound by all of the terms and conditions set forth in the TOU, which shall constitute a binding contract between the User and Breakdown. To the greatest extent permitted by applicable law, clicking on “I AGREE” shall be deemed to be the electronic signature of the User. Whether or not the foregoing is a valid electronic signature, however, the User acknowledges and agrees that his, her or its agreement to be bound by the TOU is a material condition on which Breakdown is relying in granting access to the Website(s), and the User shall be estopped from denying the existence and enforceability of the contract created between Breakdown and the User by clicking on I AGREE. The User’s right to access the Website(s) is conditioned on the User’s agreement to be bound by the TOU. If the User does not wish to be bound by the TOU, the User must exit the Website(s) immediately.

2. Changes in the TOU. Breakdown reserves the right to amend and modify the TOU in its sole and absolute discretion from time to time. The User is invited to monitor the TOU as posted at the Website(s) to determine the current terms and conditions of the TOU as they may be changed from time to time. Breakdown will use its best efforts to notify Users if and when the TOU has been changed and to secure the User’s consent to such changes by clicking on “I AGREE.” By accessing the Website(s) after any such notification, and by clicking on “I AGREE” at any time after any such notification, the User ratifies, approves and agrees to be bound by any such changes. If the User does not agree to be bound by the current TOU, the User must exit the Website(s) and cease all use of its content, resources and facilities. The TOU was last revised on September 25, 2018.

3. The Website(s). The Website(s), as the term is used in the TOU, includes but is not limited to: www.breakdownexpress.com.

4. Responsibility for Access to the Website(s). The User is solely and strictly responsible for ensuring that his, her or its account information (including but not limited to his, her or its user name and password), equipment, facilities and premises are secure and accessible only to individuals who are authorized by the User to access the Website(s). The User is strictly liable and responsible for all activity and conduct by individuals who access the Website(s) by means of the foregoing, and the User’s indemnity obligations as set forth in Section 16 below shall apply to any such activity and conduct. For that reason, the User is cautioned and encouraged to install, maintain and supervise appropriate security restrictions to control access to the Website(s).

5. Special Terms Applicable to Categories of Users. Breakdown offers a variety of services to the entertainment industry, all of which are based on the maintenance of a database of informational materials that are made available to authorized users according to these Terms of Use, including but not limited to resources and facilities that permit:

(a) Talent and their authorized talent representatives to upload resumes, photographs, audio and audiovisual clips, artwork, text, and other information and materials (collectively, “Talent Submissions”) to the Website(s), and

(b) Casting directors, advertising agencies, producers, directors and other potential employers of actors to view the Talent Submissions, and

Various terms and conditions for the access or use of these resources and facilities, such as functions, descriptions, instructions and other particulars regarding these resources and facilities, are posted at the Website(s) and are incorporated by reference in the TOU. The following terms and conditions apply to specific categories of Users.

5.1 Talent Representatives. Users who are talent representatives, and who upload Talent Submissions to the Website(s), hereby represent and warrant to Breakdown as follows: (a) they are fully authorized to do so by their clients pursuant to signed written agreements between the talent representative and the client; (b) the Talent Submissions are accurate, correct, and complete as to all particulars stated therein, (c) the contents of Talent Submissions may be used by Breakdown and/or its clients as contemplated in the TOU without the knowledge, consent, or approval of any third party, whether under the Fair Use Doctrine or otherwise, and such use will not expose Breakdown and/or its clients to any liability of any kind whatsoever, including but not limited to claims based on breach, infringement, impairment, and/or interference with rights under contract, copyright, trademark, privacy, publicity, confidentiality, and/or defamation; and (d) they are duly licensed as talent agents or talent representatives, or are otherwise authorized to post Talent Submissions, under the applicable laws of the place where they do business. Breakdown does not make any representations, warranties, indemnities or guarantees that use of the Website(s) or the other products and services of Breakdown will result in bona fide offers of employment or employment. By way of further example, only talent agents and/or talent representatives, and not managers, are eligible to post Talent Submission to the database maintained by Breakdown; however, individuals who are both licensed talent agents or talent representatives and managers may do so. Under no circumstances shall Breakdown be deemed to have encouraged and/or induced any User to post Talent Submissions to the database maintained by Breakdown merely by making such database available for use; rather, any such postings shall be the sole decision of the User alone acting at the User’s own initiative in strict compliance with the TOU and all applicable laws.

5.2 Casting Directors, Producers, Directors, Etc. Users who are casting directors and/or producers, directors, and other Users who make casting decisions hereby represent and warrant to Breakdown that they are bona fide prospective employers of actors in the production of entertainment and/or advertising, and/or they are engaged in the business of, among other things, recommending the employment of actors to others who are engaged in the production of entertainment and/or advertising, and acknowledge and agree that access to Talent Submissions is granted for such purposes only and for no other purpose whatsoever. By way of example only, and without limiting the foregoing, the contents and facilities of Breakdown shall not be used to offer revenue-generating products and services sold by the Users who are casting directors to actors or their talent representatives and/or to extend social or personal contacts and communications to actors or their talent representatives.

5.3 Parental Consent to Provide Information About Minors. Users who are talent representatives hereby acknowledge and agree that it is the sole responsibility of the User to secure all legally necessary consents and permissions before providing Breakdown with information about their clients who are under the age of 18 for all of the uses contemplated in the TOU, and hereby expressly represent and warrant to Breakdown that they have done so. Each such User expressly acknowledges and agrees that Breakdown is entitled to and will rely on the foregoing representations, warranties and agreements of the User in accepting and using Talent Submissions about minor actors, and that Breakdown shall have the right to terminate the TOU if the User is in breach or default of the foregoing representations, warranties and agreements.

5.4 All Users. Each User represents, warrants, acknowledges and agrees as follows:

(a) User Is Authorized. The User is 18 years of age or older and is authorized and empowered to enter into and perform his or her obligations under the TOU.

(b) No Expectation of Privacy Except as Expressly Provided. The information, content and other materials provided by the User to Breakdown, including but not limited to the Talent Submissions, are provided to Breakdown by the User with the knowledge and intent that the Talent Submissions will be made available to and used by multiple users through the database maintained by Breakdown under the terms and conditions of the TOU and Privacy Policy set forth below and, for that reason, the User has no right or expectation of privacy or confidentiality as to the Talent Submissions except as otherwise expressly provided in the TOU and the Privacy Policy set forth below.

(c) User Assures Accuracy in Providing Information. All aspects and elements of the Talent Submissions, including but not limited to the name(s), age, work experience, educational background, representation and contact information of the actor represented by the User, are current, correct, complete and accurate at the time it is submitted, and the User shall regularly update any and all such information by notice in writing to Breakdown in order to ensure that it remains current, correct, complete and accurate.

(d) User Has Authority or Has Obtained Permission. The Talent Submissions are owned and controlled exclusively by the User who uploaded or otherwise provided them to Breakdown and can be used by Breakdown and/or its clients as contemplated in the TOU without the knowledge, consent, or approval of any third party, and will not expose Breakdown and/or its clients to any liability of any kind whatsoever, including but not limited to claims based on breach, fraud, infringement, misappropriation, impairment, and/or interference with rights under contract, copyright, trademark, false advertising, unfair competition, privacy, publicity, confidentiality, and/or defamation and/or claims based on violation of any law, statute, rule or regulation. By way of example only, and without limiting the foregoing, if the notification and/or permission of any third party is required for any uses of the Talent Submissions by Breakdown and its clients, then User has secured such permission in writing prior to submitting any of the Talent Submissions to Breakdown and will provide correct and complete copies of such written permissions to Breakdown upon its request.

(e) Talent Submissions May Not Contain Offensive Material. No portion of the Talent Submissions is obscene, lewd, lascivious, filthy, violent, harassing, pornographic, abusive, threatening, criminal, offensive, or otherwise inappropriate or objectionable, and Breakdown shall have the ongoing and unfettered right to review the Talent Submissions, monitor the access to and use of the Website(s) by the User, and to refuse or remove any of the Talent Submissions that Breakdown deems to be inappropriate or objectionable in its sole and absolute discretion. However, Breakdown does not undertake to screen the Talent Submissions, and/or materials provided by third parties, and shall have no duty to do so. Breakdown disclaims any affiliation, sponsorship or endorsement of the Talent Submissions and/or any materials submitted by third parties.

(f) User Acquires No Rights. Except as to rights in the Talent Submissions owned by the User who uploaded or otherwise provided them to Breakdown, any User who views the Talent Submissions acquires no rights of any kind whatsoever in and to the information, content and materials made available through the Website(s) with the sole exception of the limited license(s) granted by Breakdown to the User in Section 6 below.

(g) No Use for Any Purpose Not Expressly Authorized. All Users are obliged to receive, hold and use the Talent Submissions and Breakdowns in strict trust and confidence, and shall not use such materials for any purpose not expressly authorized in the TOU (which incorporates by reference various terms and conditions that are posted at the Website(s)), and shall not share, copy, post, transmit, broadcast, exhibit or otherwise use such materials for any other purpose.

(h) No Copying, Sharing or Posting. By way of example only, and without limiting the foregoing, none of the Talent Submissions and/or the Breakdowns may be copied, shared, and/or posted at any social networking or content-sharing website of any kind whatsoever, including but not limited to, by way of example, Facebook, Myspace, YouTube, Twitter, etc.

(i) No Linking by User. The User may not link from his, her or its websites to any portion of the Website(s).

(j) Prohibited Conduct. The User shall not access or use the Website(s) for any purpose except those specifically authorized by Breakdown. The User, whether alone and/or in conjunction with others, shall not engage in any activity or conduct that results, whether directly or indirectly, in the disruption or interruption of the Website(s); the interference with access and/or use of the Website(s) by other users; the addition, deletion and/or modification of the Website(s); the collection, recording, storage, and/or use of personal data about other users of the Website(s); the breach, or attempt to breach, the security and/or authentication features of the Website(s); the modification, reverse engineering, decompilation, decoding, disassembly or otherwise accessing of the source code used by Breakdown in connection with the Website(s); the linking to the Website(s) in any manner that is false or misleading to the user; the use of the Website(s) to send unsolicited communications, whether personal or commercial in nature; the use of the Website(s)’ domain name(s) as a pseudonymous return email address; and/or the registration or use of any domain name that contains or is confusingly similar to the Website(s) domain name(s). Without limiting the foregoing, and by way of example only, the User may not introduce any viruses, Trojan horses, spyware, or other software of any kind whatsoever, or engage in “flooding,” “spamming,” “spoofing,” “mail bombing,” “crashing,” “framing,” “deep-linking,” or the forgery of any information that states or suggests a false affiliation or origin of emails and other electronic matter.

(k) No Endorsements or Guarantees by Breakdown. The User acknowledges and agrees that Breakdown does not endorse or guarantee any of the Talent Submissions and/or Breakdowns that are made available through the Website(s), and/or any of the Users who may access the Website(s), and/or any third-party advertising or links that may be displayed at the Website(s), and that Breakdown shall have no responsibility or liability for such matter or for such persons.

(l) Rights in Talent Submissions. All rights in Talent Submissions as submitted by Users who are talent and/or talent representatives are reserved to the Users, subject to the rights of Breakdown under the TOU. However, the User shall acquire no rights of any kind in any alterations, modifications, revisions or additions to the Talent Submissions developed by Breakdown.

6. Licensing of Rights.

6.1 By the User to Breakdown. The User hereby grants a license to Breakdown to generally use the Talent Submissions, in whole or in part, alone and/or in conjunction with other materials, but only in connection with the services of Breakdown and its affiliates as made available at in connection with the Website(s) pursuant to the TOU. The license granted by the User to Breakdown is non-exclusive, irrevocable, royalty-free, fully transferable and sublicensable, applicable throughout the world, in any and all languages and in any and all media now known or hereafter devised, and shall remain in full force and effect as set forth in Section 10 below. Subject to the rights of Breakdown and its sublicensees under the license granted here and the other terms and conditions of the TOU, the User reserves the copyright and all other intellectual rights in and to the Talent Submissions.

6.2 By Breakdown to the User. Conditioned on the receipt and acceptance of order(s) from the User for the purchase of services from the User as described in Section 7 below, Breakdown hereby grants a limited license to the User to access and use the Website(s) as set forth in the TOU (which incorporate by reference various terms and conditions posted at the Website(s). The User specifically acknowledges and agrees to be bound by special terms, conditions and limitations that are applicable to Talent Submissions, Breakdowns, and other products and services of Breakdown, and the various terms, conditions and limitations that are applicable to various categories of Users. The license is personal, revocable, non-exclusive, non-transferable and non-sublicensable, conditioned on payment in full of amounts owed by the User to Breakdown, and shall remain in effect as set forth in Section 10 below. Subject to the right of the User to access and use the Website(s) and other products and services of Breakdown as set forth in the TOU, and excluding content licensed to Breakdown for use at the Website(s) (such as, by way of example only, the Talent Submissions and third-party advertising), Breakdown reserves ownership of copyright, trademark and all other intellectual property rights in and to the Website(s), their contents, and its other products and services (“Breakdown Materials”).

6.3 No Contact for Purposes of Solicitation, Advertising, Marketing or Promotion. The User is expressly prohibited from using information displayed at the Website(s) for the purpose of contacting any actors or other third parties for purposes of solicitation, advertising, marketing or promotion of goods and services of any kind whatsoever. By way of example only, and without limiting the foregoing, no User who purports to be a casting director may solicit talent to participate in an acting class or to purchase other goods and services from the User outside the project for which a casting opportunity has been posted.

7. Services to Be Provided by Breakdown. Upon acceptance by Breakdown of any order(s) from the User to purchase services as offered at the Website(s), and receipt of payment in full for such order(s) by Breakdown, and conditioned on the strict compliance of the User with the TOU, Breakdown agrees to provide the services on the terms and conditions and at the prices set forth at the Website(s) and/or any related agreements and other documents in connection with each such transaction, all of which are incorporated by reference in the TOU.

8. Making and Storage of Copies. Except as otherwise provided in the GDPR Compliance Statement set forth below, Breakdown reserves the right (but does not undertake the duty) to make and keep copies of information, content and other matter submitted by Users and third parties for archival and research purposes and to disclose such copies to third parties in compliance with its Privacy Policy (see below). Grounds for disclosure include, but are not limited to, (a) compliance with requests from courts, government agencies and private parties acting pursuant to legal process, including discovery in the course of litigation, (b) use by Breakdown in connection with the enforcement of its rights under the TOU and/or in defense of claims related to the information, content or other matter submitted by Users and third parties; (c) protection of the rights, property or personal safety of Breakdown, the Users, and the public; and/or (d) access to Talent Submissions by Users who are casting directors.

9. Third-Party Links and Advertisements. The Website(s) may contain third-party advertising and links to third-party sites. Unless expressly stated by Breakdown at the Website(s), Breakdown does not investigate, evaluate, endorse, sponsor, or guarantee any such third-party advertising and/or links and/or the products and services available through such advertising and/or links, and Users who access or use such advertising, links and/or products and services do so at their own risk. The User is responsible for determining and complying with any terms of use that may be applicable to third-party sites. The User expressly releases Breakdown from any responsibility or liability for any such third-party advertising, links and/or products and services.

10. Term.

10.1 Access to Breakdowns. As to the use of Breakdowns by the Users who are talent or talent representatives, the term during which Breakdown will make Breakdowns available to such Users, and the term during which such Users may make use of the Breakdowns as permitted under the TOU, shall be equal to the term during which Breakdown is obliged to render services to such Users as contemplated in Section 7 above.

10.2 Access to Talent Submissions by Casting Directors. As to the use of Talent Submissions by Users who are casting directors, the term during which Breakdown will make Talent Submissions available to such Users, and the term during which such Users may make use of Talent Submissions as permitted under the TOU, shall be equal to the term during which Breakdown is obliged to render services to such Users as contemplated in Section 7 above.

10.3 Termination. Breakdown shall have the right, at any time and in its sole and absolute discretion, with or without cause, to terminate the TOU, the User’s access to the Website(s), and the provision of services to the User prior to the expiration of the term described above. Grounds for termination for cause include but are not limited to (a) non-payment by the User of the amounts owed for services provided by Breakdown, and/or (b) any breach or default by the User under the TOU, and/or (c) as otherwise provided in the TOU, and/or (d) any breach or default by talent representatives under contracts to which such talent representatives and Breakdown are also parties such as, by way of example only, Script Analysis Agreements. Upon expiration or termination, the User shall no longer have the right to access and/or use the Website(s), the Talent Submissions, the Breakdowns, the Breakdown Materials, and/or the other products and services of Breakdown.

10.4 Rights of Breakdown After Termination. Notwithstanding any other term or condition of the TOU and/or the Privacy Policy, Breakdown shall have the continuing and irrevocable right to make and keep archival copies of Talent Submissions after termination by the User for the purposes contemplated in Section 8 above.

11. Compensation. The license granted by Breakdown to a User in the TOU is expressly conditioned on payment in full of all amounts owed by the User to Breakdown for services rendered by Breakdown according to applicable rates and terms. No license is granted in the event that payment in full is not actually received by Breakdown.

12. Modification, Suspension or Cessation of Services. Breakdown reserves the right to modify, suspend, and/or cease the operation of the Website(s) and/or the provision of services at any time, without notice and in its sole and absolute discretion, and no such decision by Breakdown shall be deemed to be a breach or default of the TOU.

13. Refunds. No refunds shall be owed or paid to any User except in the following specific circumstances: (a) in the event that Breakdown elects to terminate without cause prior to the end of the term then in effect as set forth in Section 10.3 above, and/or (b) in the event that Breakdown elects to cease the provision of services for which the User has already paid in full; and/or (c) as otherwise required by law. Under any of the foregoing specific circumstances, Breakdown will refund to the User such portion of the price actually paid by the User allocable to the services not yet provided by Breakdown at the time of termination or cessation.

14. Reservation of Rights. Breakdown reserves all rights under copyright, trademark and other intellectual property rights in and to the Breakdowns, the Breakdown Materials, the contents (including the selection, arrangement and coordination of contents and the “look and feel”) of the Website(s), its advertising, publicity, and marketing materials in any and all media know known or hereafter devised, and the logos, trademarks, trade dress, formats and other features of its various products and services as published, promoted and otherwise exploited by Breakdown (collectively, “Breakdown Marks”), excluding only such items of intellectual property that may be owned by third parties and are used by Breakdown under license from the rights-holders or pursuant to the Fair Use Doctrine. The User expressly acknowledges and agrees that the use of the Talent Submissions by Breakdown is not intended to, and does not; create any relationship of co-author between Breakdown and the User. The license granted to Users in the TOU shall not convey any of the foregoing rights to the User.

15. Take-Down Notices under the DMCA. The Company will receive and evaluate notices of copyright infringement and take appropriate actions under the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2) (“DMCA”). Written notices of claimed copyright infringement must be in strict compliance with all terms and conditions of the DMCA and must be submitted according to the procedures set forth in the DMCA to the following Designated Agent for Breakdown:

Internet Service Provider: Internap ( noc@internap.com )

Hosting Company: Nonfat Media (Contact John Cornelius at hosting@nonfatmedia.com )

Name of Agent Designated to Receive Notification of Claimed Infringement on behalf of Breakdown: Jonathan Kirsch, Esq.

Full Address of Designated Agent to Which Notification to Breakdown Should Be Sent: Law Offices of Jonathan Kirsch, 1880 Century Park East, Suite 515, Los Angeles, CA 90067

Telephone Number of Designated Agent: (310) 785-1200

Facsimile Number of Designated Agent: (310) 286-9573

Email Address of Designated Agent: jk@jonathankirsch.com

16. Indemnity. The User shall indemnify, defend and hold harmless Breakdown, its shareholders, directors, officers, partners, joint venturers, principals, subsidiaries and affiliates, and their respective shareholders, officers, directors, employees, partners, associates, affiliates, joint venturers, agents, representatives, vendors, contractors and licensors, from any and all claims, debts, demands, suits, actions, proceedings and/or prosecutions (“Claims”) based on allegations which, if true, would constitute a breach by the User and/or the User’s agents, representatives, employees, contractors, licensees, or affiliates, of any term of the TOU, and any and all liabilities, losses, damages, expenses (including attorneys’ fees and costs) and damages in consequence thereof. The User shall give prompt notice in writing to Breakdown of any Claims. No compromise or settlement of any Claims shall be made or entered into without the prior written approval of Breakdown.

17. Limitations on Liability of Breakdown. The User acknowledges and agrees that he, she or it is accessing the Website(s) at his, her or its own risk . The Breakdowns, the Talent Submissions, and the Website(s), including but not limited to all of its content, features and functions, the other products and services of Breakdown, and/or third-party content, links and advertisements accessible at or through the Website(s), are made available to the User without warranties, representations or indemnities of any kind whatsoever with the sole exception that Breakdown represents that it has relied in good faith on the representations and warranties of Users who have provided Talent Submissions to Breakdown. Breakdown makes no representations, warranties or indemnities regarding the completeness, accuracy, currency, suitability, functionality, merchantability, security, suitability for use, accuracy, or effectiveness of the foregoing by Users and shall not be liable for any use in violation of the terms and conditions of the TOU or otherwise. Breakdown further makes no representations, warranties or indemnities regarding the availability, operation or functionality of the Website(s) and/or the facilities by which the Website(s) are accessed and hosted, and shall not be liable for service interruptions, corruption of data, damage to equipment, and/or malfunctions of any kind. BREAKDOWN, ON BEHALF OF ITSELF AND ITS SHAREHOLDERS, DIRECTORS, OFFICERS, PARTNERS, JOINT VENTURERS, PRINCIPALS, SUBSIDIARIES AND AFFILIATES, AND THEIR RESPECTIVE SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, ASSOCIATES, AFFILIATES, JOINT VENTURERS, AGENTS, REPRESENTATIVES, VENDORS, CONTRACTORS AND LICENSORS, SPECIFICALLY DISCLAIM ANY LIABILITY (WHETHER BASED IN COPYRIGHT, TRADEMARK, CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE TALENT SUBMISSIONS, THE BREAKDOWNS, THE WEBSITE(S) AND/OR THE OTHER SERVICES OF BREAKDOWN (EVEN IF BREAKDOWN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). The maximum liability of Breakdown and the other persons described above to the User based on any and all claims of any person, firm or corporation arising out of or in connection with the Talent Submissions, the Breakdowns, the Breakdown Materials, and/or any aspect of the Website(s), and/or any other aspect of the products and services provided or made available by Breakdown, shall in no case exceed the actual amounts paid by the User to Breakdown.

18. Applicable Law. The TOU shall be interpreted, construed and governed in all respects by the laws of the United States of America and the State of California. Venue for any dispute arising under the TOU shall be in any court of competent jurisdiction in the County of Los Angeles, State of California, and the User hereby expressly submits and consents to such jurisdiction.

19. Entire Agreement. The TOU (which includes and incorporates the Privacy Policy, the GDPR Compliance Statement, the General Privacy Policy, the Children’s Online Privacy Policy in Compliance with COPPA, and the Online Privacy Protection Policy for California Residents ), as it may be changed from time to time by Breakdown and including any matter incorporated by reference, represents the complete and entire agreement of the User and Breakdown, and replaces and supersedes any and all prior or contemporaneous communications, understandings, arrangements, and/or agreements between them, regarding the subject matter hereof. Notwithstanding the foregoing, the User acknowledges and agrees that the TOU shall not be deemed to replace, supersede and/or otherwise invalidate signed written agreements between Breakdown and Users in various categories as to matters other than those set forth in the TOU.

20. Modification and Waiver. Except as otherwise provided in Section 2 above, the TOU may not be modified or altered, and no term or condition may be waived, except by a written instrument signed by an authorized representative of Breakdown. No waiver of any term or condition of the TOU, or of any breach of the TOU or any portion thereof, shall be deemed a waiver of any other term, condition or breach of the TOU or any portion thereof.

21. Severability. If any term or provision of the TOU is found to be unenforceable for any reason, the TOU shall remain in full force and effect and shall be fully enforceable on its remaining terms and conditions.

22. Force Majeure. Breakdown will not be responsible for any delay or failure in performance resulting from any cause beyond its control.

23. Relationship of the Parties. Breakdown and the User acknowledge and agree that they are independently contracting parties dealing at arm’s length with each in connection with the licensing of intellectual property rights and the provision of services. No partnership, joint venture, joint authorship, employment, fiduciary, agency or other relationship is created between them. The User shall not purport to act on behalf of Breakdown in any manner or for any purpose and shall not purport to incur any debt or liability on behalf of Breakdown.

24. Notices. Any written notice or delivery under any of the provisions of these Terms of Use shall be deemed to have been properly made by mailing via traceable mail as follows:

If to the User: At the address given by the User at the time of registration and/or the purchase of services from Breakdown.

If to Breakdown: 2140 Cotner Avenue, Third Floor

Los Angeles, CA 90025

or to such new and different address as may be posted from time to time in the TOU as posted at the Website(s).

With a copy to: Law Offices of Jonathan Kirsch, Attn.: Jonathan Kirsch,

1880 Century Park East, Suite 515, Los Angeles, CA 90067,

or to such new and different address as may be posted from time to time in the TOU as posted at the Website(s).

25. Headings. Headings and footers are for convenience only and are not to be deemed part of the TOU.

26. Binding on Successors. The TOU shall be binding on and inure to the benefit of the heirs, executors, administrators, licensees, successors and/or assigns of the parties, except that no sublicense or other transfer of rights by the User is permitted. For avoidance of doubt, the User expressly acknowledges and agrees that Breakdown is fully authorized to assign, sublicense and/or otherwise convey and transfer the TOU and/or any of its rights in the Talent Submissions at any time, in its sole and absolute discretion, and without compensation of any kind to the User. In the event that Breakdown is acquired by, merges with, and/or sells its assets to a third party, becomes aligned with another company or business entity, such third party shall be entitled to use the User’s personal information as set forth in the TOU and Privacy Policy.

GDPR COMPLIANCE STATEMENT

Notwithstanding any other term or condition of the TOU, Breakdown complies with the applicable provisions of the General Data Protection Regulation of the European Union regarding personal data collected from Users, including individuals who reside in the European Union.

Breakdown is the data controller of the personal data collected from Users.

Personal data is collected and processed only with the unambiguous consent by the data subject as evidenced by clicking on the I AGREE button on the registration page of the Website(s). As noted in the Privacy Policy above, Breakdown uses “cookies” in the operation of its Website(s), and by clicking on the I AGREE button, Users are consenting to the placement and use of cookies.

Users have the right, at any time, to: (a) withdraw their consent to the collection and processing of personal data; (b) access the personal data and rectify, erase or block the data, (c) receive the personal data that Breakdown has collected and to transmit the personal data to another data controller, and/or(c) object to the processing of their personal data without express consent. Users may exercise these rights by contacting Gary Marsh, Data Protection Officer, at (310) 276-9166.

By clicking on the I AGREE button, however, Users are also acknowledging and agreeing that (a) Breakdown is authorized to transfer their personal data outside the European Union, and (b) because Breakdown is explicitly authorized to make the personal data of some Users to third parties, Breakdown will be able to rectify, erase or block the data that remains under its direct control but may not be able to do the same for personal data that has already been made available to third parties with the consent of the User. By way of example only, once the personal data of a User who is an actor is submitting to a User who is a casting director, Breakdown is not able to withdraw or change the personal data that has been submitted to the casting director.

Breakdown collects and processes personal data only for the specified purposes that are explicitly set forth in the TOU and only to the extent that the collection and processing of personal data is adequate, relevant and not excessive in relation to these purposes.

Breakdown uses its best efforts to assure that personal data is accurate when collected and updated when and where necessary to meet that objective.

Breakdown takes every reasonable step to correct or delete personal data that is inaccurate or incomplete.

Personal data collected by Breakdown is kept for no longer than is necessary for the purposes for which the data was collected or for which it is further processed, and is deleted if and when it is no longer necessary for these purposes.

Breakdown utilizes appropriate technical and organizational measures to protect against loss, alteration and/or unauthorized disclosure of, and/or access to, personal data and/or the unauthorized processing of personal data.

GENERAL PRIVACY POLICY

Sites and Site Operator: The websites to which the following Privacy Policy apply are: www.breakdownexpress.com (collectively, “the Website(s)”). The site operator is Breakdown Services, Ltd., a California corporation (“Breakdown”), 2140 Cotner Avenue, Third Floor, Los Angeles, CA 90025. The agent for Breakdown is Gary Marsh, Tel.: (310) 276-9166.

Effective Date: This Privacy Policy was last revised on September 25, 2018. Breakdown reserves the right to add to, delete from and/or otherwise change this Privacy Policy at any time in its sole and absolute discretion. To the maximum extent permitted by applicable law, the User is responsible for monitoring the Website(s) to determine if any changes have been made to the Privacy Policy in the future. Access to and/or use of the Website(s) by the User after the date of any such change shall be deemed to confirm the User’s agreement to be bound by the Privacy Policy then in effect. By agreeing to the Terms of Use applicable to the Website(s) at which this Privacy Policy is posted, the User is also agreeing to be bound by this Privacy Policy.

Scope of Privacy Policy. The Privacy Policy applies to information collected by Breakdown through the Website(s), including information that is provided to Breakdown by the User and information that is collected by Breakdown in connection with the use of the Website(s). The Privacy Policy does not apply to other websites that may be linked to the Website(s) and/or otherwise accessible through the Website(s), including websites operated by advertisers and other third parties. The User is cautioned to determine the applicable privacy policies for any such third-party sites. The Privacy Policy does not apply to information collected by Breakdown through its off-line business operations.

Terms of Use. This Privacy Policy is incorporated by reference in the Terms of Use (“TOU)” that generally apply to the Website(s), and the User is cautioned to consult the TOU in its entirety for more information on the terms and conditions that apply the User’s access to and use of the Website(s).

Information Collected. The Privacy Policy applies to the following information collected by Breakdown.

User-Provided Information. Breakdown collects information that is provided by the User during the registration process, and/or embodied in Talent Submissions provided by the User to Breakdown. Such information may include, but is not limited to, legal and professional names; address, phone numbers, email addresses, and other contact information; agency and management representation; physical appearance and characteristics; work experience; educational experience, guild and other memberships and affiliations; photographs, audio clips, and audiovisual clips; and so on. All of the User-Provided Information (with the sole exception of financial data, such as credit card numbers, provided by the User in connection with the on-line purchase of goods and services) is intended by the User to be made available by Breakdown to third parties, including casting directors, producers, directors, studios, etc. and is provided by the User to Breakdown for such purposes.

Credit Card Transactions. If you provide credit card and other financial information in connection with the on-line purchase of goods and services from Breakdown, from Users, such information shall be used by Breakdown (and/or third-party services engaged by Breakdown) only for the purpose of processing the payments and will not be maintained on file by Breakdown.

Updating of User-Provided Information. Once the User has registered with Breakdown, Users who are 18 years of age or older will not be able to remove the registration information or the records of his, her or its activity on or usage of the Website(s) from Breakdown’s databases. The User may contact Breakdown to review, update or change any such personal information. To review personal information or make such changes, the User may contact the Brian Shook at (310) 276-9166.

Updating of Information by Actors. This Privacy Policy applies to personal information about actors as provided to Breakdown by Users who are talent representatives. Actors whose personal information has been provided to Breakdown by their current or former talent representatives may review such information or make changes in such information by contacting Gary Marsh at Breakdown, Tel.: (310) 276-9166, or through www.ActorsAccess.com , which is subject to its own separate Terms of Use and Privacy Policy.

Updating and Removal of Information About Actors Who Are Minors. Minors are not permitted to be Users of the Website(s). However, if a User has provided Breakdown with personal information about an actor who is minor, the minor or his or her parents or guardians may request the updating and/or removal of information and records by contacting Gary Marsh at Breakdown, Tel.: (310) 276-9166. See below for additional information about Breakdown’s Children’s Online Privacy Policy in Compliance with COPPA

Automatic Data Collection. When the User visits and uses the Website(s), certain information may be collected automatically, including domain names, IP addresses, transaction data, and traffic data that does not necessarily personally identify a User. Breakdown may use such data for monitoring, correcting and customizing the functionality of the Website(s); for market research and marketing purposes by Breakdown; for monitoring and detecting, and substantiating any use of the Website(s) in violation of the applicable Terms of Use; and for sharing with affiliates, but information will not be shared with unaffiliated third parties and, when shared with affiliates, will be shared only on an aggregate basis that does not ordinarily permit the identification of individual Users.

Cookies. The Website(s) may employ "cookie" technology to keep track of a User’s activity and usage of the Website(s) and to collect and store information between a User’s visits to the Website(s). Cookies are small text files stored on the User’s computer that a website can use to recognize repeat users and to facilitate each user's ongoing access to and use of a website. Generally, cookies work by assigning a unique number to the user that has no meaning outside of the assigning site. Breakdown cannot control the use of "cookies" by advertisers or third parties hosting data or facilities for the Website(s). Users who elect to remove or disable the “cookies” on their computers may impair the functionality of the Website(s).

Release of Information Under Other Circumstances. Breakdown reserves the right to disclose information whenever required to do so in order to comply with applicable law and/or legal process, and/or to enforce the terms of the TOU or any other agreement between the User and Breakdown, and/or the protect or enforce the rights, property, safety, or security of Breakdown, its advertisers and affiliates, and its employees, contractors, vendors, agents and representatives.

Children’s Online Privacy Policy in Compliance with COPPA

Children’s Online Privacy. Breakdown does not provide services directed to children under the age of 18, and does not otherwise target children under the age of 18, except as set forth below.

Users Under the Age of 18. Some Users represent actors under the age of 18 who wish to utilize the products and services of Breakdown in order to seek employment as performers. Breakdown accepts Talent Submissions provided by Users whose clients under the age of 18 only under the circumstances and procedures described below.

Written Approval by Parent or Guardian. Users who are talent agents and represent actors under the age of 18 years of age are responsible for obtaining verifiable parental consent in compliance with applicable law before submitting information to Breakdown. As set forth in the Terms of Use applicable to the Website(s), each such User has represented and warranted to Breakdown that the User has obtained such consent, and Breakdown relies in good faith on such representations and warranties.

Information Collected From Users About Actors Under the Age of 18. The terms and conditions of the Privacy Policy set forth above as to all Users generally apply to information about actors under the age of 18, with the sole exception that the parent or guardian of an actor who is an unemancipated minor has the right to require Breakdown to change or remove all information about the minor actor from the records of Breakdown upon notice in writing.

Online Privacy Protection Policy for California Residents

(“Shine the Light” Law)

California’s “Shine the Light” law (Cal. Civ. Code Sections 1798.80, et seq. ) provides California residents with the right to receive certain disclosures when personal information that has been collected online is shared with third parties for direct-marketing purposes.

If you are a California resident and you provided personal information to AFAA.com and/or E-AFAA.com in the past, and/or if you do so in the future, you are entitled to submit a request in writing to AFAA for a description of the information we may have provided to third parties. To submit your written request, please send it to us using our contact form (click here for contact form) and put the following words in the subject line of the email: “California Privacy Request.”

Within 30 days after receipt of your request, we will send you a list of the categories of personal information disclosed to third parties during the immediately preceding calendar year, along with the names and addresses of the third parties who actually received such information, if any.

We reserve our right not to respond to requests sent more than once in a calendar year.

Please note that the California “Shine the Light” law does not cover all categories of information that may be collected and disclosed or shared, and our policy relates only to information covered by the law.

Questions: If a User has any questions or requires any assistance regarding the Website(s) and/or the TOU, please contact Brian Shook at (310) 276-9166. If a User has any questions or requires any assistance regarding any aspect of the Privacy Policy (including the General Privacy Policy as it applies to all Users, the Privacy Policy as it applies to Users under the age of 18, and the GDPR Compliance Statement), please contact Gary Marsh, Tel. (310) 276-9166.

BREAKDOWN SERVICES and logo, CASTINGABOUT.COM and associated words marks and logos, are trademarks of Breakdown Services, Ltd. EXTRASACCESS, SHOWCASEACCESS, REALITY ACCESS, ACTORS ACCESS, ACTORS SLATE, VIRTURAL CHANNEL NETWORK, and associated logos are registered trademarks of Breakdown Services, Ltd.