Client License Agreement
1.1 Binding Agreement
This is a legal Agreement between you and Contact. YOU MUST READ AND AGREE TO THESE TERMS BEFORE USING THE SERVICES
THE CONTACT AGENCY LIMITED, is a company registered under the laws of England and Wales with company number 11437451 whose registered office is at Studio 17, Hackney Down Studios, 17 Amhurst Terrace, London, England, E8 2BT (“Contact”, “We’, “we”, “us”, “Our” or “our”).
- Contact provides and makes available its website located at https://contact.agency (the “Site”, “platform”, “Services”, “Service”).
- Please take some time to carefully read the following TUC Use Agreement to ensure that you understand each provision. BY ACCESSING OR USING THE SERVICE, YOU SIGNIFY THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU ARE NOT ELIGIBLE TO USE THE SERVICE, OR DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE.
- The service is not for persons under the age of 18 or for any users previously suspended or removed from the service by Contact. By using the Service, you affirm that you are at least 18 years of age. If you are under 16 years of age, you must not use or access the Service at any time or in any manner. If you are under 18 years of age but over 16 years of age, you acknowledge and agree that you shall provide Contact with a parental or legal guardian’s express and written consent for you to sign this Agreement, access the Service and book any Job. Such parental or legal approval shall be submitted and reviewed at Contact’s sole discretion, for registering you on the Service and for each access and/or Job offer and booking. Contact reserves the right to deny the access to the Service to any User under 18 years of age, at his sole discretion, at any time and for any reason. The Service is solely intended for professional purposes
- If you are using the Service on behalf of a company, entity, or organization (collectively “Organisation”), then you represent and warrant that you (i) are an authorized representative of that Organisation; (ii) have the authority to bind that Organisation to this Contract; and (iii) agree to be bound by this Contract on behalf of that Organisation
- When you register on the platform to use our Services, you hereby agree that you are acting solely for purposes relating to your personal trade, business, craft or profession, whether acting personally or through another person acting in the trader’s name or on the trader’s behalf.
- Models are not necessarily registered as VAT payer in their fiscal domicile: they are contractors acting for purposes relating to their personal trade, business, craft or profession. Models who are VAT payers with a valid VAT number, as indicated within the TUM, must disclose such number to Contact. In addition, Models shall be responsible for paying their own taxes whatsoever, as contractors. You agree to comply to your Organization fiscal tax rules
- You also hereby WAIVE YOUR RIGHT TO ANY CLASS ACTION/JURY TRIAL and consent to THE SOLE USE OF AN ENGLISH COURT ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
1.6 TUC Changes
Contact may, in its sole discretion, modify or update this TUC from time to time, so you should review this page periodically. When we change these TUC in a material manner, we will update the ‘last modified’ date at the bottom of this page and we might send a notice to the email address connected to your Contact account. Your continued use of the Service after any such change constitutes your acceptance of the new TUC. IF YOU DO NOT AGREE TO ANY OF THESE TERMS OR ANY FUTURE TUC, DO NOT USE OR ACCESS (OR CONTINUE TO ACCESS) THE SERVICE.
2. USE OF THE SERVICE
2.1 Description of the Service
- The Service enables professionals of fashion and/or entertainment business (“Clients”) to search for and book Models for specific works (“Jobs”, “Job”). Contact reserves the right to review, accept or deny any Client’s registration to use the Services, at its sole discretion. As such, the Client’s use of the Service is subject to Contact’s discretionary review and validation of his/her/its registration data and acceptance of the Job Offers.
- Clients may browse photographic portfolio of Models through the Service. Clients may also use the filters to find the Model(s) they might be looking for. In addition, Clients are able to create a shortlist of Model’s profiles. As such, Clients can categorise Models of interest under specific titles. Models shall not be notified of such shortlist, unless the Client(s) decide to convert the shortlist into a Job offer.
- If a Client wants to book the Model, then the Client may do so following the booking process offered by the Service: Client may submit a Job offer to the Model(s) he/she/it wishes to book (“Offer”). If the Model agrees to the Offer, Client will be charged by Contact on behalf of the Model. Contact will charge a booking fee equal to 20% of the total amount paid to each Model by the Client for each Job (“Fee”). For the avoidance of doubt, such Fee shall be paid directly to Contact by the Client and in addition of the fees paid by the Client to the Model in respect of each Job.
- Once a Model has been requested by a Client for a Job and both Model and Client agree on the Job terms and conditions within the Offer, then the Model may accept the Offer sent by the Client and ultimately agree to be booked for the Job through the Service.
- Contact will directly invoice the Client on the Model’s behalf and Contact will directly pay the Model accordingly for any Job he/she booked.
2.4 Contact Agency status
- Contact is not a contractor for the services agreed between Contact and its Users. Only Users shall be responsible for the performance and/or fulfilment of agreements they entered with one another. CONTACT SHALL NOT BE LIABLE FOR BREACHES OF SUCH AGREEMENTS. SIMILARLY, CONTACT SHALL NOT BE HELD LIABLE IF USERS ARE UNABLE TO CONTACT ONE ANOTHER OVER THE PLATFORM REGARDING SUCH AGREEMENTS.
- By offering a Job Offer and/or accepting a Job Offer, Model and Client respectively acknowledge and agree that they have read, understood, and accepted to be bound by the Offer.
3. REGISTRATION TO THE SERVICES
3.1 Account creation and use of the Service
- Contact will review your information and profile, in accordance to the professionality standards and requirements, at its sole discretion. Thus, once Contact has approved your Account, you will be able to access to the full features of the platform. Please note that Contact reserves the right to force the change or forfeiture of any username for any reason
- By creating and/or using an Account on Contact, you agree to Contact being allowed to read your messages with or without your permission.
3.2 Account security
Contact cares about the integrity and security of your personal information. We use commercially reasonable physical, managerial, and technical safeguards to preserve the integrity and security of your personal information and implement your privacy settings. However, we cannot guarantee that unauthorised third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk. You are responsible for maintaining the security of your Account and are fully responsible for all activities that occur through the use of your credentials. You shall notify Contact immediately in case you suspect or know of any unauthorized use of your Account or any other breach of security. Contact shall not be liable for any loss or damage arising from unauthorized use of your credentials.
3.3 Fees for the use of the Service
Contact charges Clients a booking fee equal to 20% of the booking price for every Job booked via the Service by the Clients. In addition, further fees may be charged by Contact to the Client and/or the Model, in case of rescheduling and/or cancelling a Job for instance. Contact reserves the right to change this policy at any time without prior notice and can make the decision to charge for other additional fees. CONTACT RESERVES THE RIGHT TO DEFINE THOSE MONIES, SUBSCRIPTION FEES, BILLING AND CHARGES WHATSOEVER AT ANY TIME
3.4 Account deletion and termination
- Account deletion and suspension: You may delete your Account directly in “edit account” at any time. Contact also reserves the right to permanently or temporarily terminate or suspend your Account at its sole discretion, with or without notice, nor liability to you, for any reason, including if you violate any provision of this Agreement or for no reason. In addition, if some messages sent to you were to be returned as undeliverable, Contact reserves the right to terminate your Account, without any liability to you. When Contact terminates your User’s Account, you may lose all rights to access or use the Service. You hereby agree to these TUC as you access, register and/or use the Service. Upon termination of your Account for any or no reason, you shall continue to be bound by this Agreement.
- Change of the Services: Please remember that we may, with or without prior notice, change the Services, stop providing the Services or any feature of it, or even create usage limits for the Services, to you or to every Users generally
4. USER CONTENT
4.1 User Content licence
- The content that a User post, display or make available through the Service is defined herein as “User Content” and collectively refer to any Client’s content (“Client Content”) and Model’s content (“Model Content”).
- When you upload, display or make available User Content to the Service, you hereby grant Contact (and its assignees, designees, successors, licensees, and sub-licensees) and you represent and warrant that you have all rights necessary to grant to Contact, an unrestricted, ROYALTY-FREE, FULLY PAID-UP, SUBLICENSABLE, TRANSFERABLE, PERPETUAL, IRREVOCABLE, NON-EXCLUSIVE, WORLDWIDE LICENSE to USE, REPRODUCE, MODIFY, PUBLISH, TRANSMIT DISTRIBUTE, SYNDICATE, PUBLICLY PERFORM, PUBLICLY DISPLAY, MAKE DERIVATIVE WORKS OF, LIST INFORMATION REGARDING, OR OTHERWISE USE YOUR USER CONTENT, including (without limitation) YOUR NAME, VOICE, AND/OR LIKENESS AS IT IS CONTAINED WITHIN YOUR USER CONTENT, IN WHOLE OR IN PART, AND IN ANY FORM, MEDIA OR TECHNOLOGY, WHETHER NOW KNOWN OR HEREAFTER DEVELOPED AND WITHOUT ANY FURTHER APPROVAL OR CONSENT FORM OR PAYMENT TO YOU OR ANY OTHER PERSON.
- Any Client shall agree for Contact to use its name, brand and other personal details for customer reference, marketing and promotion purposes. As such, the Client agrees that CONTACT IS ALLOWED TO PUBLICLY DISCLOSE AND ADVERTISE THE FACT THAT YOU ARE USING CONTACT PLATFORM AND SERVICES.
- This license is not being used by Contact to sell your User Content to third parties or otherwise profit off of your User Content in any way unrelated to Contact providing and promoting the Services. It also does not give Contact any rights to own your User Content or limit your ability to use your User Content however you wish outside of the Services. YOU WILL REMAIN RESPONSIBLE FOR THE ACCURACY, COPYRIGHT COMPLIANCE, LEGALITY, DECENCY, OR ANY OTHER ASPECT OF YOUR CONTENT
- You also warrant that ANY 'MORAL RIGHTS' IN POSTED MATERIALS HAVE BEEN WAIVED. Indeed, by uploading, posting or making available any User Content to or through the Service, you WAIVE ANY AND ALL RIGHTS OF PRIVACY, PUBLICITY, OR ANY OTHER RIGHTS OF A SIMILAR NATURE IN CONNECTION WITH YOUR USER CONTENT, OR ANY PORTION THEREOF. To the extent any moral rights are not transferable or assignable, you HEREBY WAIVE AND AGREE NEVER TO ASSERT ANY AND ALL MORAL RIGHTS, OR TO SUPPORT, MAINTAIN OR PERMIT ANY ACTION BASED ON ANY MORAL RIGHTS THAT YOU MAY HAVE IN OR WITH RESPECT TO ANY USER CONTENT YOU EITHER DISPLAY, POST OR MAKE AVAILABLE ON THE SERVICE.
- Waiver: You expressly release Contact (and its assignees, designees, successors, licensees, and sublicensees) from any and all claims, demands, liabilities, or causes of action, whether now known or unknown, for defamation, copyright infringement, violation of moral rights, and invasion of the rights to privacy, publicity, or personality or any similar matter, or based upon or relating to the use of your User Materials as authorized in these TUC.
- User’s responsibility: As a User of the Service, you agree that you are responsible for all the User Content that you submit on or to Contact. You must assume all risks associated with it, including accuracy, intellectual property claims, or any other legal rights claims. You represent and warrant that:
- you either own the user content you post, or that you have all the necessary rights, licenses and releases in your User Materials that are necessary to grant to Contact the rights in your User Materials as defined in these TUC;
- your User content does not infringe, any third party’s rights, including but not limited to any Intellectual Property Rights and privacy rights (either patent, copyright, trademark, trade secret, moral rights, rights of publicity, rights of privacy or other intellectual property or proprietary rights); and does not violate any applicable law or regulation (including, without limitation, restrictions on obscenity, child pornography, wiretap laws or other similar restrictions on non-consensual recording, or otherwise);
- you are able and allowed to grant the licenses that you grant in these TUC through the world.
- Representations within User’s content:
(i) You have obtained and are solely responsible for obtaining all consents, as may be required by law, to post any User Content relating to third parties, including (without limitation) the written consent and release of liability of each and every identifiable natural person in the User Content, if any, to use such person’s name or likeness in the manner contemplated by the Service and this Agreement. You must have explained and received express specific consent of everyone who worked on or features in your Content, and if they are under eighteen (18) to their parents or guardians, how it may be used, especially for photographs, videos or music
(ii) Your User Content and Contact’s use thereof as contemplated within this TUC Agreement and the Service will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights
4.3 Inappropriate User Content
- You understand and agree not to post, display or make available any of the following Content on Contact that
- may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal;
- may create a risk of any other loss or damage to any person or property;
- seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
- may constitute or contribute to a crime or tort
- contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libellous, threatening, profane, obscene, or otherwise objectionable
- contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets);
- contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships
- introduce any kind of malicious code whatsoever
- contains any information or content that you know is not correct and current
- violates any school or other applicable policy, including those related to cheating or ethics
- Contact reserves the right, but is not obligated, to reject and/or remove any User Content that Contact believes, in violation any of these provisions. You agree to immediately remove any Content from the Service on receiving notice requesting you to do so from us or from any third party (including any Court or law enforcement agency) and you must notify us immediately of any such third-party request. If you encounter any inappropriate Content on the Service, please send us an email at email@example.com. Contact will determine, in its sole discretion, whether this Content is inappropriate and may or not remove it from the Service.
5.1 Job description
You warrant that the information you submit about each Job and within each Job Offer Form and Job Booking Form, as defined below (together, with all other details and content submitted by you to the Service, “Client Content”) is complete, accurate and up-to-date. You agree that Contact may review any Job and has the right to refuse or delete any Jobs, in its sole discretion and for any reason, without liability from you.
5.2 Job Offers
If a Client wishes to book a Models for a Job, you may request a booking through the Service, which will be offered to the Model. Client shall complete a Job offer form (“Job Offer Form”) that may include details such as the job and brand names, brief description & budget, location, hours, start & end dates, travel expenses amount or other expenses for the Job. Contact reserves the right to review, finalise and/or refuse any Job Offer Form, for any reason and at its sole discretion. The Model may then accept or reject the Job offer in his/ her sole discretion.
5.3 Booking Jobs
- If a Model accepts an Offer, the Client may then finalise and confirm the Offer by sending a Job booking form (“Job Booking Form”) to the Model via the Service. Such Job Booking Form will include contractual information about the Job between the Client and the Model. Finally Contact will invoice the Client directly via the Service, accordingly to the Job Booking Form. As such, the Client shall confirm and consent to receive communications from Contact, either via direct messages on the Service, e-mail or hard copy. Thus, Client shall be required to authorise and perform the agreed payments directly to Contact and according to Contact’s invoice. The Client shall pay Contact within thirty (30) days from Contact sending the invoice to Client through the Service. As a result, Contact will pay the Model directly, once it has received payments from the Client.
- YOU AGREE THAT IF, AT ANY POINT IN TIME, YOU BOOK A MODEL PREVIOUSLY INTRODUCED TO YOU BY CONTACT FOR A NEW PROJECT, AND THIS BOOKING HAPPENS THEN EXTERNALLY TO THE CONTACT PLATFORM AND WITHOUT CONTACT'S CONSENT, YOU WILL PAY CONTACT A FEE (EQUAL TO AN AMOUNT OF 20% OF THE BOOKING PRICE PAID BY THE CLIENT FOR BOOKING THE MODEL OR AS DETERMINED IN CONTACT’S SOLE DISCRETION) FOR THAT JOB AND ANY SUBSEQUENT JOB THAT WOULD INVOLVE YOU AND THE MODEL.
5.4 Job cancellation
- Clients may cancel Jobs booked through the Service in their sole discretion. Cancellation policies respectively for Client and Model shall be stated within the Job Offer Form and the corresponding Job Booking Form and both Client and Model agree to respect the cancellation policies mentioned within such Forms.
- Please note that Contact reserves the right to cancel any Job at any time and for any reason, at its sole discretion. In addition, a Job may be rescheduled if both Client and Model agree to it in writing. The rescheduling policies shall be stated within the Job Booking Form. Please note that Contact reserves the right to reschedule any Job at any time and for any reason, at its sole discretion.
5.5 Intervention of Contact in the booking process
- If you successfully complete a booking for a Job through the Service with a User, then Client, Model and Contact will participate in the booking process. Contact may solely intervene in the transaction for the following purposes:
- to provide, host and maintain a data base of the Models on the Service for the benefits of the Clients, who may select any of them for the Jobs that they may require through the Service;
- to manage, process and collect the correct and respective payments from the Client and to the Model; and/or
- to potentially assist, supervise and facilitate any Job and booking happening through the Service, especially with regards to a cancellation of the booking
- Contact does not participate to any agreement reached between a Model and a Client. Contact does not take any decision on the suitability of talent for a certain job. The only persons responsible of the decision and of the adequacy of the services of a Model for a Job are the Clients and the Model(s). Therefore, Contact acts solely as an intermediary and is not in any way deemed to be an agent, agency or a representative of the Model booked
6. CONTACT INTELLECTUAL PROPERTY RIGHTS
6.1 Contact Content
- Contact solely owns and reserves the rights in all design rights, databases and compilation and other Intellectual Property Rights in and to the Service, in each case whether registered or unregistered, and related goodwill. Excluding any User Content, the content made available on or through the Service by Contact, including without limitation, any text, code, design, logo, trademark, service mark, software, database, photography and interactive features, may be protected by copyright or other Intellectual Property Rights and is owned by Contact or Contact’s third-party licensors (“Contact Content”).
- The Contact Agency Limited reserves all rights to Contact Content, Contact’s name and website including any Intellectual Property rights related to them. For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, designs, domains, codes, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, registered or unregistered and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
- Other product and trademarks, marks, service names located on the Service may be trademarks or service marks owned by third parties; collectively defined with Contact trademarks as the “Trademarks”. Any license or grant of license whatsoever (including but not limited to any grant by way of estoppel or implication) or right to use whatsoever any Trademark displayed on the Service is strictly prohibited. You shall obtain an express and written consent for any individual use of the Trademarks, including any link to or from the Service. You shall not use the Trademarks in any way that might damage any goodwill in the Trademarks. Any goodwill generated from the use of any Contact’s Trademark shall strictly benefit Contact.
- Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a right or license in or under any Contact Content or Contact’s Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from Contact Content in any way for any public or commercial purpose. Any use of Contact Content for any purpose not expressly permitted by this Agreement is strictly prohibited. Contact reserve all rights not expressively granted to you in this Agreement.
- You may not modify, copy, reproduce, upload, republish, transmit, post or distribute any material or content obtained from the Service in any way without prior express written permission of Contact or the copyright owner of such material or content or as otherwise specified in these TUC or permitted by functionalities of the Service. Hence, you shall not use or display any Contact Content on any other website or in a networked computer environment for any purpose whatsoever.
- You must obtain permission for all other uses of materials made available on or through the Service from Contact or the copyright owner in advance and in writing
6.3 License from Contact
Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, nontransferable, non-sublicensable license, freely revocable license to access and use the Service solely for the purpose of searching for Models and booking Jobs on Contact platform and as permitted by the features of the Services (“Contact License”). You understand and agree that regardless of terminology used, this Contact License represents a limited license right governed by this TUC Agreement and available for distribution, at Contact’s sole discretion. This license is not sold to you and is conditioned your complete, approved and ongoing compliance with the terms of this Agreement. Contact may terminate this license at any time for any reason or no reason. Contact reserves all rights not expressly granted herein in the Service and the Contact Content according to these TUC
7.2 You can access the message functionality on the Contact dashboard (located on the top left navigation bar). The Service enables Users to send and receive messages between each other in the following ways:
- privately between a user and a member of the Contact team;
- privately between a Client and a Model; and
- collectively as a group message between a Client and a group of models for a particular Job
7.3 Contact may disable the right for you to send and/or receive Messages at any time and for no specific reason, without any liability to the Users. Depending on the functionalities available, you may be able to block a User so he/she cannot be able to send you Messages on the platform. Inappropriate content or communication (such as hateful, harmful, obscene, or offensive content, impersonation or else) are not welcome in any Messages. If you receive an inappropriate Message, please contact us on firstname.lastname@example.org.
7.4 Please be careful when you send or receive a Message. You shall be solely responsible for the content of any Message you send. You agree to be reasonably polite and cautious when you communicate with other Users, particularly if you decide to communicate with another User offline or meet them in person.
7.5 Messages on Contact platform shall not be considered confidential or proprietary by any Users. You agree that Contact may read, monitor and delete any Messages for compliance with these TUC. As such, you hereby grant Contact a perpetual, transferable, assignable, sublicensable, irrevocable license to reproduce and transmit your Messages in connection with facilitating transmission to the intended recipient through the Service and for such other purpose as Contact may deem appropriate in its sole discretion.
8. IDEAS AND DATABASE
8.1 Ideas on how to improve Contact
You may choose to or we may invite you to submit feedback, comments or ideas about the Services, with regards to the products, services, features, modifications, enhancements, content, refinements, technologies, content offerings, promotions, strategies, or product/feature names, or any related documentation, artwork, computer code, diagrams, or other materials (“Idea(s)”). Then regardless of what your accompanying communication may say, the following terms will apply, so that future misunderstandings can be avoided. By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Contact under any fiduciary or other obligation, and that Contact is free to use the Idea without any additional financial compensation or credit to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Contact does not waive any rights to use similar or related ideas previously known to Contact, or developed by its employees, or obtained from sources other than you.
You acknowledge that you do not own the account you use to access the Services. You agree that Contact has the absolute right to manage, regulate, control, modify and/or eliminate Contact Property as Contact deems adequate, in any general or specific case, and that Contact will have no liability to you based on its exercise of such right. All data on Contact’s servers are subject to deletion, alteration or transfer. NOTWITHSTANDING ANY VALUE ATTRIBUTED TO SUCH DATA BY YOU OR ANY THIRD PARTY, YOU UNDERSTAND AND AGREE THAT ANY DATA, ACCOUNT HISTORY AND ACCOUNT CONTENT RESIDING ON Contact’s SERVERS, MAY BE DELETED, ALTERED, MOVED OR TRANSFERRED AT ANY TIME FOR ANY REASON, WITH OR WITHOUT NOTICE AND WITH NO LIABILITY OF ANY KIND. CONTACT DOES NOT PROVIDE OR GUARANTEE, AND EXPRESSLY DISCLAIMS, ANY VALUE, CASH OR OTHERWISE, ATTRIBUTED TO ANY DATA RESIDING ON CONTACT’S SERVERS.
9. THIRD-PARTY’S ACTIVITY
10. RESTRICTIONS ON USE OF SERVICE
When you access or use the Service, you agree not to engage nor to assist or permit any Users (entity or person) in engaging or participating in any of the following prohibited activities:
- interfering or disrupting the Service, networks, or servers connected to the Service or violate the regulations, policies or procedures of those networks or servers
- interfering with analytic codes and tools that Contact Content may include and that allow us to gather information on use of the platform;
- taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure or any activity conducted on the Service;
- copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated “scraping”;
- accessing the Service, other users’ accounts, names, or personally identifiable information, or to other computers or websites connected or linked to the Service in any unauthorized way;
- attempting to interfere with, compromising the system integrity or security or deciphering any transmissions to or from the servers running the Service;
- deleting or altering any material posted on the Service by Contact or any other User, without Contact express and written consent; framing or linking outside of the Service any of the materials or information available on the Service
- accessing any content on the Service through any technology or means other than those authorized by the Service; bypassing in any way any approved software through which the Service is made available or the measures Contact may use to prevent or restrict access to the Service (such as a limitation to use or copy any Contact Content or User Content for instance);
- copying or using any Intellectual Property Rights belonging to Contact Content or any other content obtained from the Service
- behaving in a harassing, abusive, harming way or incite to hate, harassment, abuse, or harm of another person or group, including Contact affiliates or employees;
- transmitting spam, chain letters, or other unsolicited email(s);
- impersonating another person or entity or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity;
- providing false or misleading information to other Users or Contact;
- if your Account has previously been terminated or disabled for any reason, create a new Account without Contact’s express written consent;
- collecting or harvesting any personally and/or identifiable information from other Users and/or disclose personal information about a User or third person on the Service or obtained from the Service without the consent of that person, or collect information about users of the Service;
- using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to the Contact servers than a human can reasonably produce in the same period of time by using a conventional web browser (except that Contact grants the operators of public search engines revocable permission to use spiders to copy publicly available materials from Contact for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials);
- uploading or making available invalid data, viruses, worms, spyware or other software agents through the Service that may disable, impair or damage the operation of any hardware, software, or telecommunications equipment, or any other aspect of the Service or communications equipment and computers connected to the Service;
- violating any applicable regulations, federal, state or local laws or terms within these TUC; or
- refraining, limiting or prohibiting any person or entity from using the Service.
You agree to DEFEND, INDEMNIFY AND HOLD HARMLESS CONTACT AND ITS SUBSIDIARIES, AGENTS, LICENSEES, MANAGERS, AND OTHER AFFILIATED COMPANIES, AND THEIR EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS AND DIRECTORS, FROM AND AGAINST ANY AND ALL CLAIMS, actions, demands, DAMAGES, OBLIGATIONS, LOSSES, LIABILITIES, COSTS OR DEBT, AND EXPENSES (including but not limited to accounting and attorney’s fees) arising from:
- your use of, access to or misuse of the Contact Service and/or content and any data or content transmitted or received by you;
- your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above;
- your violation of any third-party right, including without limitation any privacy right or Intellectual Property Right;
- your violation of any applicable law, rule or regulation;
- Offers, Jobs or any content that is submitted via your account including without limitation misleading, false, or inaccurate information;
- your wilful misconduct; or
- any other party’s access and use of the Service with your unique username, password or other appropriate security code.
Contact reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Contact’s defense of such matter.
12. LIMITATION OF LIABILITY & DISCLAIMERS
- Service provided: THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU ARE USING OF THE SERVICE IS AT YOUR OWN RISK. To the maximum extent permitted by applicable law, the Service is provided WITHOUT WARRANTIES OF ANY KIND, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose. No advice or information, whether oral or written, obtained by you from Contact or through the service will create any warranty not expressly stated herein.
- Reliability of the Service: WITHOUT LIMITING THE FOREGOING, CONTACT, ITS EMPLOYEES, ITS CONTRACTORS, ITS HOSTS, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT:
- THE CONTENT on the platform IS ACCURATE, RELIABLE OR CORRECT;
- THE SERVICE WILL MEET YOUR REQUIREMENTS;
- THE SERVICE WILL BE AVAILABLEAT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE;
- ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR
- THE SERVICE IS FREE OF VIRUSESOR OTHER HARMFUL COMPONENTS
- Third-parties disclaimer: Contact DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE PROMOTED OR OFFERED BY A THIRD PARTY THROUGH the Contact SERVICES OR ANY HYPERLINKED WEBSITE, MOBILE CARRIER OR OTHER THIRD PARTY SERVICE PROVIDER, including, without limitation, any other User of the service (including any Client and/or Model) or any modelling or “mother agency,” and Contact will not be a party to or in any way monitor any transaction between you and third-party providers of products or services. Any dispute you have with any such parties described here, is strictly and directly between you and such third party you irrevocably release Contact parties from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
- To the permitted extent of the law THE DISCLAIMERS AND EXCLUSIONS UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW
12.2 Limitation of liability:
- The foregoing limitation of liability shall apply to these TUC and this whole Agreement. to the maximum extent permitted by applicable law, IN NO EVENT SHALL CONTACT, ITS AFFILIATES, AGENTS, HOSTS, DIRECTORS, EMPLOYEES, CONTRACTORS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHETHER INCURRED DIRECTLY OR INDIRECTLY AND INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, REVENUES, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO ANY:
- USE OF, OR INABILITY TO USE, CONTACT SERVICE AND ANY WEBSITES THAT ARE LINKED TO OR FROM IT;
- ERRORS, MISTAKES, OR INACCURACIES OF CONTENT;
- PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE;
- UNAUTHORIZED ACCESS (RESULTING FROM HACKING, TAMPERING OR OTHER) TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN
- INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE;
- BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY;
- ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR
- USER CONTENT OR THE DEFAMATORY, HARASSING, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
- The limitation of liability in this section applies whether the alleged liability is based on CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF CONTACT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THIS INCLUDES, BUT IS NOT LIMITED TO, THE LOSS OR DAMAGE OF YOUR INCOME OR REVENUE; SALARY, BENEFITS OR OTHER PAYMENTS; BUSINESS; PROFITS OR CONTRACTS; OPPORTUNITY; BUSINESS INTERRUPTION; ANTICIPATED SAVINGS; DATA; GOODWILL OR REPUTATION; TANGIBLE PROPERTY; WASTED MANAGEMENT OR OFFICE TIME; INTANGIBLE PROPERTY, INCLUDING LOSS, CORRUPTION OR DAMAGE TO DATA OR ANY COMPUTER SYSTEM, HARDWARE, SOFTWARE OR ANY PERSONAL PROPERTY LOSS OR ANY OTHER LOSSES, RESULTING FROM YOUR ACCESS, USE OR NON-USE OF THE SERVICE.
- We strongly recommend that you (i) take care to verify the suitability and compatibility of your devices before use, (ii) take reasonable precautions to protect yourself against harmful programs or devices including through installation of anti-virus software. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
- We may still be liable for death or personal injury arising from our negligence; fraudulent misrepresentation; any other liability which cannot be excluded or limited under applicable law; and only if we have failed to carry out our obligations under these Terms to a reasonable standard, or breached any duties imposed on us by law, including if we have caused death or personal injury by our negligence, and that failure is not attributed to:
- your own fault, for example your failure to implement recommendations previously advised by us
- a third party unconnected with our performance of this Agreement, for instance problems due to communication network performance of this agreement, congestion, and connectivity, or the performance of your computer equipment; or
- any other events which neither we or our suppliers could have foreseen or forestalled even if they had taken reasonable care.
- The Service is controlled and operated from facilities in the United Kingdom. Contact makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United Kingdom and local laws and regulations. You may not use the Service if you are a foreign person or entity blocked or denied by the United Kingdom government.
13. DISPUTE RESOLUTION
READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO RESOLVE THEIR DISPUTES UNDER THE ENGLISH LAW AND ENGLISH EXCLUSIVE JURISDICTION AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM CONTACT.
13.1 Governing Law
You agree that:
- the Service shall be deemed SOLELY BASED IN THE UNITED KINGDOM;
- the Service shall be deemed a passive one that does not give rise to PERSONAL JURISDICTION OVER US, EITHER SPECIFIC OR GENERAL, IN JURISDICTIONS OTHER THAN UNITED KINGDOM; and
- THIS AGREEMENT, ITS SUBJECT MATTER, INTERPRETATION AND ITS FORMATION SHALL BE GOVERNED BY THE ENGLISH LAW
Notwithstanding the preceding sentences with respect to the SUBSTANTIVE LAW, any DISPUTE RESOLUTION OR LEGAL PROCEEDING conducted pursuant to the terms of this Agreement, SHALL BE GOVERNED BY THE ENGLISH LAW.
- In case of a disagreement between you and Contact, you agree to first contact us at email@example.com in order to inform us of a dispute you might have and try to resolve it with us. As a result, in case of a claim, dispute, or controversy between the Parties on the subject matter, formation, application, interpretation or performance of this Agreement and PRIOR TO ANY LITIGATION PROCEDURE, each Party undertakes to designate a person duly authorized to search for AN AMICABLE SOLUTION IN GOOD FAITH TO ENTER INTO A CONCILIATION PROCEDURE.
- These persons shall meet at the initiative of the most diligent Party, within thirty (30) days, from receipt of the letter requesting a conciliation meeting. The Party taking the initiative of conciliation should set the agenda. The decisions, if they are MADE BY COMMON AGREEMENT, will have contractual value and will constitute a SETTLEMENT BETWEEN THE PARTIES ON THE SUBJECT MATTER OF THE DISPUTE.
- . In the absence of an amicable agreement between the Parties, within a period of sixty (60) days following the conciliation meeting, the dispute shall be referred to and finally resolved by EXCLUSIVE JURISDICTION OF THE COMPETENT ENGLISH COURTS ON AN INDIVIDUAL BASIS. The legal proceeding shall take place in London, ENGLAND and be conducted in ENGLISH language.
13.3 Exclusive Jurisdiction of English Courts
In the unlikely event that Contact and you have not been able to resolve a dispute it has with you after sixty (60) days, Contact and you each hereto IRREVOCABLY AGREE TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE ENGLISH COURTS IN RESPECT TO ANY DISPUTE OR LEGAL PROCEEDINGS in respect of THIS AGREEMENT AND ANY MATTER ARISING THEREUNDER, including NON-CONTRACTUAL DISPUTES OR CLAIMS.
You acknowledge and confirm that any DISPUTE, LITIGATION, LEGAL PROCEEDING, QUESTION OF INTERPRETATION, DAMAGE OR LOSS, WHICH ARISE DIRECTLY OR INDIRECTLY as a result of this Agreement, and INCLUDING NON-CONTRACTUAL DISPUTES OR CLAIMS, shall be subject to the LAWS OF ENGLAND and no other jurisdiction shall be applicable but THE EXCLUSIVE JURISDICTION OF THE ENGLISH COURTS.You agree to submit to the PERSONAL JURISDICTION OF THE ENGLISH COURTS LOCATED IN LONDON, ENGLAND for any actions for which we retain the right to seek INJUNCTIVE or other EQUITABLE RELIEF in a court of competent jurisdiction to PREVENT THE ACTUAL OR THREATENED INFRINGEMENT, MISAPPROPRIATION OR VIOLATION OF OUR COPYRIGHTS, TRADEMARKS, TRADE SECRETS, PATENTS, OR OTHER INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS, including any provisional RELIEF REQUIRED TO PREVENT IRREPARABLE HARM.
- You agree that LONDON, ENGLAND IS THE PROPER FORUM for any appeals of trial court proceedings or any other DISPUTE RESOLUTION PROCEEDING.
13.4 Class Action and Jury Trial Waiver
- You agree that, by entering into this Agreement, you and contact are each WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND
- With respect to all persons and entities, regardless of whether they have obtained or used the service for personal, commercial or other purposes, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING.
- THIS WAIVER APPLIES TO CLASS ACTION IN ANY JURISDICTION, AND, UNLESS WE AGREE OTHERWISE, THE JUDGE MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS
This Agreement does not give rights to any third parties. You cannot transfer your rights and licenses granted hereunder or obligations under this Agreement without our consent. Our rights and obligations can be assigned by Contact to others without restriction. For example, this could occur if our ownership changes (as in a merger, acquisition or sale of assets or else) or by law. Any attempted transfer or assignment in violation hereof shall be null and void.
14.2 Communications by Contact
- Please remember that Contact is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us.
14.3 Entire Agreement and Severability
This TUC Agreement, together with any amendments and any additional Agreements you may enter into with Contact in connection with the Service, shall constitute the entire Agreement between you and Contact concerning the Service. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
14.4 No joint venture, partnership, employment relationship
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Contact as a result of these TUC or use of the Service. You further acknowledge and agree that by submitting User Content to Contact and on and to the Service, no confidential, fiduciary, contractually implied or other relationship is created between you and Contact other than pursuant to these TUC.
14.5 No Waiver
- No waiver of any term of this TUC Agreement shall be deemed a further or continuing waiver of such term or any other term, and Contact’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. Any amendment or waiver to our Agreement must be in writing and signed by us. If we fail to enforce any aspect of this Agreement, it will not be a waiver. We reserve all rights not expressly granted to you
- The Contact Services are operated by The Contact Agency Limited, a register company under the number 11437451, located at Studio 17, Hackney Down Studios, 17 Amhurst Terrace, London, England, E8 2BT. If you have any question, please send us an email at firstname.lastname@example.org.
14.6 Termination of this TUM Agreement
This Agreement remains into force until all obligations between parties are fulfilled and/or pending any disputes. Sections I, III.4, IV, VI, VII, VIII, IX, XI, XII, XIII and XIV SHALL SURVIVE THE TERMINATION OF THESE TUC.