Last updated: December 15, 2016
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A CLAUSE THAT GOVERNS THE JURISDICTION AND VENUE OF DISPUTES.
Your access to and use of the Site (as defined below) is governed by these Terms and Conditions (these "Terms"). You agree that by accessing and using the Site, or by registering for or using the Services (as defined below), you are entering into a legally binding agreement with Thuzio, Inc. ("Thuzio"). If you are using or accessing the Services or Site on behalf of your employer, another individual or an organization, such as a corporate entity, trust or partnership (collectively, the "Authorizing Party"), you represent that you are duly authorized by such Authorizing Party to enter into these Terms on behalf of such Authorizing Party (and "you" as used in these Terms refers both to you individually and to the Authorizing Party). You also represent to Thuzio that you are of legal age to form a binding agreement with Thuzio and that you are not a person or entity barred from accessing or using the Site under the laws of the United States or other applicable jurisdiction. By accessing and using the Site, you acknowledge that you have read and understood these Terms and that you agree to be bound by all of the provisions contained in these Terms, that you consent to use electronic signatures, and that you acknowledge your click of the "Submit" button as one such signature. If you do not want to register for an account with Julius / Thuzio, or you do not agree to any provision contained in these Terms, do not click "Submit" and do not access or use the Services or Site.
Other Defined Terms
"Content" means text, graphics, images, music, software, audio, video, information or other materials.
"Thuzio Content" means all Content that Thuzio makes available through the Site, including any Content licensed from a third party.
"Talent" means an individual or entity whose profile appears on the Site.
"Talent Content" means all Content that a Talent posts, uploads, publishes, submits or transmits to be made available through the Site.
"Subscriber" means a person who completes Julius's account registration process, as described in the section below entitled "Julius Subscriptions & Accounts".
"Subscriber Campaign Data" means Content that a Subscriber submits related to Subscriber's work on a particular campaign which may include direct messages to talent, agents or others, and notes, labels, figures or other data relevant to that campaign.
"Subscriber Posts" means Content that a Subscriber submits other than the Subscriber's work on any particular campaign which may include reviews or forum posts.
"Subscriber Metadata" is metadata derived from either Subscriber Campaign Data or Subscriber Posts.
"Non-Campaign Content" means Thuzio Content, Talent Content, Subscriber Posts, and Subscriber Metadata.
"Total Content" means Thuzio Content, Talent Content, Subscriber Posts, Subscriber Metadata and Subscriber Campaign Data.
"Commercial Use" means the use of Talent's names, photographs, likeness, facsimile signature or voice to advertise, market or promote a product, service or brand, or the use of Talent's names, photographs, likeness, facsimile signature or voice on any product, product packaging or merchandise (e.g. prints, posters, calendars and apparel) or any use in an advertisement or billboard in any media; provided, however, for the avoidance of doubt, that any use of Talent's names, photographs, likeness, facsimile signature or voice by a you for review by an audience internal to your organization, excluding the general public and/or consumers, shall not constitute Commercial Use for purposes of this Agreement.
"Prohibited Activity" means one or more activities designated by Thuzio as prohibited from time to time in its sole and absolute discretion. Without limiting the foregoing, the following will be deemed Prohibited Activities:
- The modification, adaptation, disassembly, de-compilation, translation, reverse engineering or other attempt to discover the source code or structure, sequence and organization of the Services or Site (except where the foregoing is permitted by applicable local law notwithstanding such restrictions, and then only to the extent that such intended activities are disclosed in advance in writing to Thuzio);
- The use of Services or Site in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Services, Site or any networks or security systems of Thuzio or its service providers, or otherwise interfere with other Users' use of the Services or Site;
- The removal, obscuring or changing of any copyright, trademark, hyperlink or other proprietary rights notices contained in or on the Services, Site or any Content;
- The submission of any Content or material that expresses or implies that such Content or material is sponsored or endorsed by Julius / Thuzio;
- The use of the Services or Site to violate the security of any computer network or to transfer or store illegal material; or
- The use of the Services or the delivery of any Content in violation of any applicable law, including the securities laws, intellectual property laws, right of privacy or publicity laws and any laws of any jurisdiction (including that of the United States of America) applicable to you or Thuzio.
The Site and Services are intended solely for persons who are 18 years of age or older. Any access to or use of the Site or Services by anyone under 18 years of age is expressly prohibited. By accessing or using the Site or Services, you represent and warrant that you are 18 years of age or older.
Accuracy and Availability of Information
The Site contains a database of commercial profiles for public figures, celebrities and digital influencers compiled by Thuzio. While Thuzio uses commercially reasonable efforts to provide accurate information, Thuzio gives no warranty or representation as to the accuracy of the database and any other content on the Site. Thuzio's "Projected Retail" with respect to Talent is computed using a proprietary formula, and reflects Thuzio's projected quote for a two (2) hour appearance for such Talent. This price has NOT been confirmed by Talent's representation, and may vary due to factors such as, but not limited to, travel, on-site appearance requirements and autograph requests. No "Projected Retail" shall guarantee any pricing or range of pricing, and Thuzio retains the right to change any "Projected Retail" at any time, including the proprietary formula used by Thuzio to calculate it. If you choose to rely on any information contained on the Site, including without limitation any Thuzio "Projected Retail," when making an employment or any other decision, or for any other purpose, you do so entirely at your own risk. Thuzio reserves the right to change, withdraw or delete information or content from the Site at any time.
Copyrights and Ownership
Without Thuzio's express written consent, you will not: (i) use data mining, robots, screen scraping, or other similar data gathering or extraction tools on the Site; (ii) frame or utilize framing techniques to enclose and trademark, logo, or other proprietary information (including images, text, page layout, or form); or (iii) use any meta tags or any other "hidden text" utilizing Thuzio's name or trademarks. The Site, Services, and Non-Campaign Content are the property of Thuzio or its Content providers, and are protected by all applicable copyright, trademark and other laws of the United States and foreign countries. You acknowledge and agree that the Site, Services and Non-Campaign Content, including all associated intellectual property rights, are the exclusive property of Thuzio and its licensors. Any reproduction, modification, copying, distribution or use for commercial purposes of the Site, Services or Non-Campaign Content whatsoever without Thuzio's express written permission is strictly prohibited. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Services, or Non-Campaign Content. Subject to your compliance with the terms and conditions of these Terms, Thuzio grants you a limited, non-exclusive, non-transferable license, to (i) access and view any Thuzio Content solely for your personal and non-commercial purposes and (ii) access and view any Talent Content to which you are permitted access, solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Site, Services, or Non-Campaign Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Thuzio or its licensors, except for the licenses and rights expressly granted in these Terms.
Julius Subscriptions & Accounts
In order to access some features of the Site and the Services you will have to subscribe and create a unique account on the Site (a "Julius Account") and become a Subscriber. The duration of your Julius Account (the "Subscription Term") is indicated in the contract at time of subscription. Your Julius Account will continue and renew automatically for the same period of time, unless terminated by you or Thuzio. YOU ACKNOWLEDGE AND AGREE THAT SUCH AUTO-RENEWAL WILL BE ENFORCED UPON YOU AND THAT YOU WILL BE LIABLE FOR ALL CHARGES FOR SUCH ADDITIONAL PERIODS OF TIME. You may never use another person's Julius Account without such person's express permission. When creating your Julius Account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your Julius Account, and you must keep your Julius Account password secure. You must notify Thuzio immediately of any breach of security or unauthorized use of your Julius Account. Although Thuzio will not be liable for any losses or damages caused by any unauthorized use of your Julius Account, you may be liable for the losses of Thuzio or others due to such unauthorized use.
Subscription Fees and Payments
The annual or other periodic fees for your Julius Account (including any applicable taxes) will be billed automatically at the start of the annual or other period, and at the start of each renewal period, to the credit card or other billing method designated by you to Thuzio, unless you terminate your Julius Account before the renewal period begins. All fees and charges (including any applicable taxes) are nonrefundable. Thuzio may change the fees and charges then in effect, or add new fees or charges, by giving you notice in advance. If you want to change your designated credit card, or if there is a change in credit card validity or expiration date, please contact a Thuzio representative by sending an email to email@example.com or calling 1-800-656-0930. YOU, AND NOT THUZIO, ARE SOLELY RESPONSIBLE FOR PAYING ANY AMOUNTS BILLED TO YOUR CREDIT CARD BY A THIRD PARTY WHICH WERE NOT AUTHORIZED BY YOU. IF YOU BELIEVE THERE HAS BEEN A BREACH OF SECURITY OR UNAUTHORIZED USE OF YOUR DESIGNATED CREDIT CARD, PLEASE NOTIFY THUZIO IMMEDIATELY.
If you are interested in booking Talent for an engagement, Thuzio Talent Procurement Services can assist you. The terms of any such booking and Thuzio's services related thereto, including your rights and obligations, related costs and fees, cancellation policy, insurance requirements, warranties and indemnities, required authorizations and all other relevant terms and conditions, shall be set forth in and governed by a separate agreement between you and Thuzio. Thuzio is not an employment agency or talent agency, and does not represent any Talent in such capacity.
You and Thuzio are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms or your use of the Services and/or the Site.
Unless otherwise agreed to in writing, you acknowledge, covenant and agree that you have no right or license to any use of any Talent's name, photographs, likeness, facsimile signature or voice that constitutes Commercial Use, and nothing contained in these Terms or elsewhere on the Site shall be construed to grant you such right or license.
You represent, covenant and agree that you have not engaged in, and will not engage in, any Prohibited Activity.
Code of Conduct
You understand and agree that you are solely responsible for compliance with any and all laws, rules and regulations that may apply to your use of the Site or any of the Services. In connection with your use of the Site and Services, you may not and you agree that you will not:
- violate any local, state, provincial, national, or other law or regulation, or any order of a court;
- use the Site or Services for any commercial or other purposes that are not expressly permitted by these Terms;
- copy, store or otherwise access any information contained on the Site, or within any Content appearing therein, for purposes not expressly permitted by these Terms;
- use the Site to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
- "stalk" or harass any other user of the Site or Services, or collect or store any personally identifiable information about any other user other than for purposes of transacting as a Thuzio Talent or Subscriber;
- when acting as a Subscriber or otherwise, recruit or otherwise solicit any Talent or other Subscriber to join third party services or websites that are competitive to Thuzio, without Thuzio's prior written approval; or
- impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity.
License to Subscriber Posts & Subscriber Metadata
By uploading or otherwise providing any Subscriber Posts through your use of the Services or Site, whether through your account with Julius / Thuzio or otherwise, you hereby grant to Thuzio a non-exclusive, non-transferable, royalty-free, fully paid-up, irrevocable, worldwide right and license to use, display, perform, exhibit, publish, modify, reproduce and make available such Content through the Services and Site to other users. Such Content may be viewable by other users and through third party services and websites. You should only provide such Content that you are comfortable sharing on those terms. You hereby represent that you understand and assume the risks associated therewith. Thuzio shall have the right to maintain a copy of such Content for archival purposes and in order to enforce its rights under these Terms. As between you and Thuzio, Thuzio shall exclusively own and retain all right, title and interest (including all intellectual and proprietary rights) in and to the Services and Site, including all Subscriber Posts. Thuzio shall also own any and all Subscriber Metadata generated by the Services, the Site and its systems.
Access to Subscriber Campaign Data
Thuzio will access Subscriber Campaign Data to the extent necessary to resolve service issues or otherwise address Subscriber's questions or requests. Thuzio may also access Subscriber Campaign Data as necessary to inform product development and improve customer service generally.
Responsibility for Subscriber Campaign Data
Subscriber, and not Thuzio, is solely responsible for the accuracy, completeness and maintenance of any Subscriber Campaign Data and any decisions or actions taken based on the display or manipulation of such data on the Site.
Thuzio respects the intellectual property rights of others and expects you to do the same. Thuzio will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to Thuzio. The Digital Millennium Copyright Act ("DMCA") provides recourse to copyright owners who believe that their rights under the United States Copyright Act have been infringed by acts of third parties over the internet. If you believe that your copyrighted work has been used without your authorization and is available on or in the Services or Site in a way that may constitute copyright infringement, you may provide notice of your claim to Thuzio as described in this section. If you believe that any material on the Services or Site violates your rights in your copyrighted work, please notify Thuzio as soon as possible by sending an email to Thuzio at firstname.lastname@example.org, or by mailing a letter to the copyright agent (listed below) containing the following information in accordance with the DMCA:
- a physical or electronic signature of the copyright owner or a person authorized to act on their behalf;
- identification of the copyrighted work claimed to have been infringed;
- identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Thuzio to locate the material;
- your contact information, including your address, telephone number, and an email address;
- a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
Thuzio's designated copyright agent for notice of alleged copyright infringement or other legal notices regarding Content appearing on the Services or Site is: Thuzio, Inc. Attn: Copyright, 114 W. 26th St, New York, NY 10001, Email: email@example.com. Please note that in addition to being forwarded to the person who provided the allegedly illegal Content, Thuzio may send a copy of your notice (with your personal information removed) to Chilling Effects (www.chillingeffects.org) for publication and/or annotation. You can see an example of such a publication at: http://www.chillingeffects.org/fairuse/notice.cgi . A link to your published notice will be displayed on the Site in place of the removed Content. Thuzio reserves the right to remove Content alleged to be infringing or otherwise illegal without prior notice and at its sole discretion. In appropriate circumstances, Thuzio will also terminate a user's account if the user is, or is likely to be, a repeat infringer (as determined by Thuzio in its sole and absolute discretion).
All trademarks, service marks, logos, trade names and any other proprietary designations of Julius / Thuzio used herein are trademarks or registered trademarks of Thuzio. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.
Termination and Julius Account Cancellation
Thuzio may, in its sole and absolute discretion, and without liability to you, with or without cause, with or without prior notice and at any time: (a) terminate these Terms or your access to the Site and Services, and (b) deactivate or cancel your Julius Account. You may cancel your Julius Account at any time by sending an email to firstname.lastname@example.org. If you cancel prior to the end of your Subscription Term, you will not receive a refund for any amounts already paid and you will be charged any remaining payments for the remainder of the Subscription Term (such amounts will be due in full at that point and are non-refundable). Please note that if your Julius Account is cancelled by Thuzio or by you, Thuzio maintains its right to Subscriber Posts as described above and has no obligation to delete or return such Content.
IF YOU CHOOSE TO USE THE SITE AND/OR THE SERVICES, YOU DO SO AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT THUZIO DOES NOT HAVE AN OBLIGATION TO CONDUCT BACKGROUND CHECKS ON ANY TALENT OR SUBSCRIBER, BUT MAY CONDUCT SUCH BACKGROUND CHECKS IN ITS SOLE DISCRETION. THUZIO, TOGETHER WITH ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES, PROVIDE THE SITE, SERVICES AND TOTAL CONTENT "AS IS", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, THUZIO, ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NEITHER THUZIO, NOR ANY OF ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES, MAKES ANY WARRANTY THAT THE SITE, SERVICES, OR TOTAL CONTENT, WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. FURTHERMORE, NEITHER THUZIO, NOR ANY OF ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES, MAKES ANY WARRANTY REGARDING THE QUALITY OF ANY SERVICES OR TOTAL CONTENT, OR THE ACCURACY, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY TOTAL CONTENT OBTAINED THROUGH THE SITE OR SERVICES. NEITHER THUZIO, NOR ANY OF ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES, ASSUMES ANY LIABILITY ORRESPONSIBILITY FOR ANY (I) UNAUTHORIZED ACCESS TO OR USE OF THUZIO'S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (II) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (III) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (V) ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE OR DURING THE COURSE OF YOUR USE OF THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THUZIO, ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR AFFILIATES, OR THROUGH THE SITE OR TOTAL CONTENT WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE OR SERVICES, AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY TALENT OR SUBSCRIBERS. YOU UNDERSTAND THAT THUZIO DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SITE OR SERVICES. THUZIO MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SITE OR SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SITE OR SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR SERVICES, INCLUDING, BUT NOT LIMITED TO, TALENT AND SUBSCRIBERS, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON REGARDLESS OF WHETHER SUCH MEETINGS ARE ORGANIZED OR OTHERWISE FACILITATED BY THUZIO.
Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE, SERVICES AND/OR TOTAL CONTENT, YOUR BOOKING OF ANY TALENT VIA THE SITE OR SERVICES, AND ANY CONTACT YOU HAVE WITH OTHER USERS OF THUZIO WHETHER IN PERSON OR ONLINE REMAINS WITH YOU. NEITHER THUZIO NOR ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, SERVICES OR TOTAL CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE SITE, SERVICES OR TOTAL CONTENT, FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE OR SERVICES, OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR SERVICES, OR FROM YOUR BOOKING OF ANY TALENT VIA THE SITE OR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THUZIO HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. IN NO EVENT WILL THUZIO'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SITE OR SERVICES INCLUDING, BUT NOT LIMITED TO, FROM YOUR BOOKING OF ANY TALENT VIA THE SITE OR SERVICES, OR FROM THE USE OF OR INABILITY TO USE THE SITE, SERVICES, OR TOTAL CONTENT AND IN CONNECTION WITH ANY INTERACTIONS WITH ANY OTHER SUBSCRIBER OR TALENT, EXCEED THE AMOUNTS YOU HAVE PAID OR OWE FOR BOOKINGS VIA THE SITE OR SERVICES AS A SUBSCRIBER IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR IF YOU ARE A TALENT, THE AMOUNTS PAID BY THUZIO TO YOU IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR ONE HUNDRED DOLLARS ($100), IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THUZIO AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
You agree to release, defend, indemnify, and hold Thuzio and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (a) your access to or use of the Site, Services, or Total Content or your violation of these Terms; (b) your violation of any third party right, including, without limitation, any copyright, property or privacy right; (c) your Content (including, without limitation, any claim that your Content caused damage to a third party); and (d) your (i) interaction with any Talent or Subscriber, (ii) booking of any Talent through the Site or Services, or (iii) any event booked by you through the Site or Services, including, but not limited to any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of a booking of any Talent or event through the Site or Services. You agree to release, defend, indemnify, and hold Thuzio and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any and all claims and threatened claims by any third party, including any Talent and any Talent's agents, managers, employees or other personal representatives, and any attendees of any event you book through the Site or Services, arising out of, under or in connection with the death or bodily injury of any third party, including any agent, employee, customer, invitee or visitor of Talent but only to the extent caused or contributed to (directly or indirectly) by you, or the damage, loss or destruction of any tangible personal or real property but only to the extent caused or contributed to (directly or indirectly) by you.
The Site may contain links to third-party websites or resources. You acknowledge and agree that Thuzio is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Thuzio of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products or services on or available from such websites or resources.
When you visit the Site or send emails to any address on the Thuzio.com domain, you are communicating with Thuzio electronically. You consent to receive communications from Thuzio electronically. Thuzio will communicate with you by email (sent to the email address you provide to Thuzio either during the registration process or when your email address changes) or by posting notices on the Site. You agree that all agreements, notices, disclosures and other communications that Thuzio provides to you electronically satisfy any legal requirement that such communications be in writing. In addition to, but not in limitation of the foregoing, except as explicitly stated otherwise, any notices to Thuzio shall be given by email to [email@example.com]. Thuzio may alternatively choose to give you notice by certified mail, postage prepaid and return receipt requested, to the mailing address provided to Thuzio. In the case of notice by certified mail, notice shall be deemed given three (3) days after the date of mailing.
These Terms are governed by the laws of the State of New York without reference to the principles of conflicts of laws thereof. Any dispute or claim relating in any way to your visit to the Site or to products or services sold or distributed by Thuzio or through the Site will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this agreement. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of these Terms as a court would. We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Thuzio without restriction.