Terms and Conditions

Last Updated: September 3rd, 2018

 

These terms and conditions (“Terms of Use”), apply to the entire contents of the Website under the domain name Actor.Digital (the “Website”), including any functionality and services offered on the Website, and to any correspondence by Actor.Digital, a British Columbia limited liability company. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THE WEBSITE. PLEASE ALSO REVIEW OUR PRIVACY POLICY, WHICH ALSO GOVERNS YOUR VISIT TO THE WEBSITE, TO UNDERSTAND OUR PRIVACY PRACTICES.

 

Actor.Digital, together with its owners, parents, subsidiaries, affiliates, directors, officers, managers, members agents and employees, hereinafter referred to as “the Company”.

You as a user of the Website, hereinafter referred to individually as a “User”, and collectively as “Users”. Users are divided into two(2) categories, based on their chosen registration type:

  1. Free users, hereinafter referred to individually as a “Talent User”, and collectively as “Talent Users
  2. Paid users, hereinafter referred to individually as a “Client User”, and collectively as “Client Users

All Users under the age of fifteen (15) who reside in Canada, who would like to participate in the Website (a “Young User”), must have their parent or legal guardian (a “Parent Registered User”) register to use the Website, using the Parent Registered User’s name, email and consent to a Young Users use of the Website.

Additionally, Users under the age of majority in their jurisdiction of residence, who would like to participate in the Website, must have their parent or legal guardian register to use the Website, using the Parent Registered User’s name, email, and consent to a Young Users use of the Website. Parent Registered Users are responsible for updating the settings of and terminating their account and thereby use of the Website by the applicable Young User.

For purposes of these Terms of Use, Parent Registered Users and their Young Users are deemed to be Users as used in these Terms of Use. By registering as a Parent Registered User, you hereby represent, warrant, understand, agree to and accept these Terms of Use and any applicable additional terms in their entirety on behalf of yourself and your Young User whether or not you use the Website. You further understand and agree that you will ensure your Young User’s compliance with these Terms of Use and that you are responsible for any noncompliance by your Young User.

If you are a Parent Registered User, you also agree that you are responsible for monitoring the account of your Young User as well as your Young User’s activities both on and off of the Website, including monitoring who your Young User communicates with and meets both on and off the Website. When a Young User turns sixteen (16) years old, the Parent Registered User may transfer the account to their child, by changing the account name and email address on file in the account, if they so wish.

1. Acceptance of Terms of Use.

By visiting or using the Website, including access or use through a computer, mobile device or mobile application, you accept and agree to be bound by these Terms of Use regardless of whether or not you choose to register with us.  If you do not accept these terms and conditions, do not use the Website.

You affirm that you are either more than eighteen (18) years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Use, and to abide by and comply with these Terms of Use, and are not a person barred from using the Website under the laws of Canada or other applicable jurisdiction.

The Company may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter. However, any changes to the dispute resolution provisions set forth in Governing Law and Jurisdiction section will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted on the Website. Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page so you are aware of any changes, as they are binding on you.

2. Website Content and Paid Services.

The Website contains content including but not limited to text, graphics, photographs, images, news reports, articles, editorial and other writings, audio and video recordings, data, listings, and directory information (collectively, “Content“) that is accessible by Users.  The Website may also offer forums, bulletin boards, wikis, chat rooms, blogs or other interactive areas for Users to communicate with each other.  The creation of a user account may be required for the use of certain portions of the Website. In addition, certain contents and services of the Website may only be accessed through purchase or paid subscription.  We refer to the paid services available on or through the Website, including the digital subscription service, collectively as the “Paid Services“.  Content that is available to Client Users only through purchase or paid subscription is referred to collectively as the “Paid Services Content“.

3. Proprietary Rights.

The Company owns, operates, licenses, controls, and provides access to the Website. You acknowledge and agree that the Company, and its licensors, retain all right, title and interest in and to all past, present and future Content, excluding User Provided Content (as defined below), applications, software, content and materials provided on or through the Website (including, without limitation, the audiovisual works, text, images, photographs, videos, graphics, page headers, editorial and contextual information, the selection and arrangement of elements displayed on or through the Website, the compilation of all content and materials on the Website, and the business process, procedures, methods and techniques used in the Website) and all associated patent rights, copyright rights, trademark rights, trade secret rights and other intellectual property and proprietary rights recognised anywhere in the world.

The Company and the Company logo are the registered or common law or trademarks of the Company, and all other proprietary trademarks, service marks, trade names, trade dress, slogans, logos, and other indicia of origin that appear on or in connection with the Website are the property of the Company unless otherwise noted and are protected by applicable copyright, trademark, intellectual property and other laws. The Company’s intellectual property, including, without limitation, its trademarks and trade dress, may not be used in any manner that is likely to cause confusion among users, or in any manner that disparages the Company. All rights are expressly reserved.

All third party trademarks, logos, photographs, images, audio and audio-visual content, programming, and other intellectual property contained on or within the Website are the property of the respective third parties, including the respective Content owners, and may be protected by applicable copyright, trademark or other intellectual property laws and treaties. Each such third party expressly reserves all rights into such intellectual property. Use of third party software or services is subject to the terms and conditions of the applicable third party license agreements, and you agree to look solely to the applicable third party and not to the Company to enforce any of your rights in relation thereto. Except as expressly set forth in these Terms of Use or otherwise expressly granted to you in writing by the Company, no rights (either by implication, estoppel or otherwise) in or to the Website or their contents are granted to you.

4. User Provided Content.

Portions of the Website may allow you and other Users to upload or transmit data, information, text, images, software, audio, photographs, graphics, video, messages, tags, or other materials to or through the Website (“User Provided Content“). For example, the Website may offer forums, bulletin boards, wikis, chat rooms, blogs or other interactive areas.  For User Provided Content, the Company is merely hosting, linking and providing access by monetizing certain portions of the User Provided Content.

The decision to submit User Provided Content to the Website is your responsibility and you should only submit content that belongs to you or that will not violate the rights of others. By submitting User Provided Content, you represent, acknowledge, and warrant (a) that you have the right to do so or that you have obtained any necessary third party consents (e.g., under privacy or intellectual property laws), (b) that the User Provided Content does not infringe on the copyrights, trademarks, moral rights, rights of privacy or publicity, or the intellectual property rights of any person or entity, and (c) that no other party has any right, title, claim, or interest in the User Provided Content that would be infringed upon as a result of uploading the User Provided Content. If you submit User Provided Content to the Website on behalf of a group, organisation or business entity, you represent that you have the right to do so and that you have obtained any consents from the group, organisation or business. Upon the request of the Company, you agree to furnish the Company with any documentation, substantiation and releases necessary and reasonably required to verify and substantiate your compliance with this provision. You agree not to accept payment for User Provided Content from any third party, including, without limitation, accepting payment for the inclusion of a logo, brand advertising or other commercial content, in User Provided Content.

The Company cannot vouch for the validity, accuracy or credibility of any User Provided Content, and does not take any responsibility or assume any liability for any actions Users may take as a result of viewing, reading or listening to User Provided Content on the Website.  Through your use of the Website you may be exposed to Content that you may find offensive, objectionable, harmful, inaccurate or deceptive. There may also be risks of dealing with underage persons, people acting under false pretences, international trade issues and foreign nationals. The Company does not endorse any User Provided Content or any opinion, recommendation, or advice expressed therein. By using the Website, you assume all associated risks, and the Company expressly disclaims any and all liability in connection with User Provided Content.

In addition, you grant to the Company, without any credit or compensation to you, a royalty-free, non-exclusive, worldwide, perpetual, unrestricted, irrevocable, and fully transferable, assignable and sub-licensable right to host, use, modify, display, copy, reproduce, disclose, sell, translate, create derivative works of, distribute, and export any User Provided Content, in whole or in part, or to incorporate it in other works in any form, media, software or technology of any kind now known or hereafter developed or discovered for any purposes whatsoever. You agree that the Company may publish or otherwise disclose your name in connection with your User Provided Content.

You acknowledge, consent and agree that the Company may access, preserve and disclose account information and User Provided Content that you provide if the Company is required to do so by law or if it believes in good faith that such access, preservation or disclosure is reasonably necessary to (i) comply with legal process, (ii) enforce these Terms of Use, (iii) respond to claims that any User Provided Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property or personal safety of the Company, its employees, partners and agents or members of the public.

The Company undertakes no obligation to pre-screen User Provided Content, but reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Website. You acknowledge, consent and agree that the Company, at its sole discretion and without notice to you, may review, censor, delete, move, edit, block access to or prohibit the transmission or receipt of any User Provided Content or other information, in whole or in part, that the Company deems obscene, defamatory or libellous in nature, that invades the right of privacy or infringes any right of any person or entity, is unlawful, is offensive or otherwise inappropriate, or that the Company believes to be in violation of these Terms of Use.

You are solely responsible for all User Provided Content that you make available via the Website. Under no circumstances will the Company be liable to you in any way for any User Provided Content that you upload, post, or otherwise make available via the Website including, but not limited to, any errors or omissions in User Provided Content, or for any loss or damage of any kind incurred as a result of User Provided Content. In addition, you hereby release the Company from any and all claims, liens, demands, actions or suits in connection with the User Provided Content, including, without limitation, any and all liability for any use or nonuse of your User Provided Content, claims for defamation, invasion of privacy, right of publicity, emotional distress or economic loss. Except for the rights granted in these Terms of Use, the Company acquires no title or ownership rights in or to any User Provided Content you submit and nothing in these Terms of Use conveys any ownership rights in the User Provided Content you submit to the Company.

5. Third Party Content and Linked Sites.

Third parties provide some of the Content of the Website. The Company makes no representations or warranties as to the completeness, accuracy, adequacy, currency or reliability of any content supplied by third parties and will not be liable for any lack of the foregoing or for any errors or omissions in any content supplied by third parties. In addition, third parties may offer goods, services and other materials to you on the Website. Such dealings are solely between you and the third party. The Company will not be responsible for any loss or damage of any sort incurred as the result of any such dealings. The Company makes no warranty concerning, is not responsible for and does not endorse any third party provided goods or services, and you agree that any recourse for dissatisfaction or problems with those goods or services will be sought from the third party provider and not from the Company.

Descriptions of, or references to products, services or publications within the Website do not imply endorsement by the Company of that product, service or publication. The Website may include links to other sites that are not maintained by the Company. Website of those third parties are subject to terms and conditions different from those found here and it is your responsibility to ensure that you have read and understood them. The Company is not responsible for the content of those sites, does not endorse those sites, and makes no representations whatsoever concerning the content or accuracy of such other sites. If you decide to access any third party site linked to the Website, you do so entirely at your own risk, and you may be exposed to offensive, indecent or objectionable content. The Company shall have no liability for any loss or damage arising from your use of any such sites.

6. Limited License.

Subject to your compliance with these Terms of Use, the Company grants you a limited, personal, non-exclusive, non-commercial, revocable, non-assignable and non-transferable license to:

  1. View and listen to the Content contained on the Website;
  2. Create profile pages on the Website for private and commercial use;
  3. Participate in the Website’ community areas and communicate with other Users; and
  4. Download the Content contained on the Website onto a computer or other personal electronic device for your private, commercial or archival use only, provided you do not delete or change any copyright, trademark, or other proprietary notices contained therein.

In addition to the foregoing, by subscribing to the Paid Services User Account, the Company grants you a personal, limited non-exclusive, non-transferable and non-assignable license to access and use the Paid Services Content. You may not use the Paid Services Content for development of data-related products or services, the creation of any database product, or for data provision services. Unless separately and specifically licensed to do so in writing by the Company, you agree not to re-transmit, disclose or distribute any Paid Services Content to any other person, organisation or entity. You expressly agree that the Paid Services and Paid Services Content shall be used solely for your own benefit and that the Paid Services Content (including print publications, if applicable) shall not be redistributed or republished by you. You understand and agree that the features of the Paid Services are subject to change without notice to you.

You may not take any action to jeopardise, limit or interfere with the Company’s ownership of and rights with respect to the Website or any Content.  The use, copying, sale, leasing, renting, lending, distribution, modification, downloading, creating of derivative works, posting or publication by you, directly or indirectly, of any Content, or any other use of such Content, except pursuant to the foregoing express limited grant of rights, is strictly prohibited.  Bots, crawlers, spiders, data miners, scraping and any other automatic access tool are expressly prohibited. You acknowledge that any unauthorised copying or unauthorised use of the Website or of any Content is a violation of these Terms of Use and is strictly prohibited. Violation of this limited use license may result in immediate termination of your access and use of the Website and may result in legal action against you.

7. Restrictions on Use.

The Website is provided for lawful purposes only. By accessing or using the Website, you agree and warrant that in connection with your use of the Website you will not:

  1. alter any trademark, copyright and other proprietary or legal notices contained in the Website; or
  2. manipulate the Website in any way not intended and directed by the Company; or
  3. “scrape” or “rip” any textual, audio, video or audiovisual content from the Website; or
  4. exploit any part of the Website for commercial gain or undertake any commercial activity utilising the contents of the Website without the prior written consent of the Company, including, for example, inserting your own or a third party’s advertising, branding or promotional content into the Website’ contents, materials or services; or
  5. upload, post, email, transmit, display, copy, distribute, promote, or otherwise communicate to the public:
    1. any material that is false, unlawful, threatening, tortious, disparaging, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, racist, sexually explicit, ethnically or culturally offensive, indecent, harassing, or that promotes violence, racial hatred, terrorism, or illegal acts, or anything that in the Company’s sole discretion is otherwise objectionable; or
    2. information, software, content or other material that violates, plagiarizes, misappropriates or infringes the rights of third parties including, without limitation, copyright, trademark, patent, trade secret, rights of privacy or publicity, confidential information or any other proprietary right; or
    3. material of any kind that restricts or inhibits any other user’s uninhibited use and enjoyment of the Website or interferes with, overburdens, impairs or disrupts the Website, including material that contains a virus, Trojan horse, time bomb, worm, spyware, adware, malware, bot, any automated system, such as scripts, or any other harmful component; or
    4. any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, requests for money, petitions for signature, or any other form of solicitation; or
    5. use or attempt to use another person’s information, account, password, service or system except as expressly permitted; or
    6. impersonate another person or entity; or
    7. engage in any conduct that in the Company ‘s sole discretion restricts the ability of any other person to enjoy the use of the Website; or
    8. solicit or collect personal data including telephone numbers, addresses, last names, email addresses, or any other kind of information about users.

8. Copyright Notices and Celebrity Material Infringement.

  1. Copyright Notices/Complaints

The Company takes claims of copyright infringement seriously.  We will respond to notices of alleged copyright infringement that comply with applicable law.  If you believe any materials accessible on or from the Website infringe your copyright, you may request removal of those materials (or access to them) from the Website by submitting written notification to our Copyright Agent (designated below). In accordance with the Copyright Modernization Act (S.C., 2012, c. 20), hereinafter referred to as “CMA”, the written notice must include substantially the following, as per subsection 41.25 (2):

  • state the claimant’s name and address and any other particulars prescribed by regulation that enable communication with the claimant;
  • identify the work or other subject-matter to which the claimed infringement relates;
  • state the claimant’s interest or right with respect to the copyright in the work or other subject-matter;
  • specify the location data for the electronic location to which the claimed infringement relates;
  • specify the infringement that is claimed;
  • specify the date and time of the commission of the claimed infringement; and
  • contain any other information that may be prescribed by regulation.

 

Our designated Copyright Agent to receive Copyright correspondence is:

Actor.Digital

Attn: Legal Department

807-1155 Beach Ave.

Vancouver, B.C., V6E 1V2

legal@actor.digital

 

If you fail to comply with all of the requirements of subsection 41.25 (2) of the CMA, your CMA Notice may not be effective. Please be aware that if you knowingly materially misrepresent that material or activity on the Website is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees).

If you believe that material you posted on the Website was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with us (a “Counter-Notice“) by submitting written notification to our copyright agent (identified below). The Counter-Notice must include substantially the following:

  • Your physical or electronic signature.
  • An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.
  • Adequate information by which we can contact you (including your name, postal address, telephone number and, if available, email address).
  • A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.
  • A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside Canada for any judicial district in which the Website may be found) and that you will accept service from the person (or an agent of that person) who provided the Website with the complaint at issue.

 

Completed Counter-Notices should be sent to:

Actor.Digital

Attn: Legal Department

807-1155 Beach Ave.

Vancouver, B.C., V6E 1V2

legal@actor.digital

 

It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.

  1. Right of Publicity.

Please be aware that celebrities, and sometimes others, may have a “right of publicity”, which means that they may have a right to control commercial uses of their name, image, likeness, and other aspects of their identity. Although you may be a fan, you risk infringing celebrity rights if you use a celebrity name or likeness on the Website and you don’t have the celebrity’s permission. The Company reserves the right to remove any Content contained in or posted to the Website that the Company determines in its sole discretion does or may allegedly infringe another person’s copyright, trademark, celebrity material or other rights.

Notices to the Company regarding any alleged infringement on the Website should be directed to the Company’s General Counsel’s Office at legal@actor.digital

9. User Accounts.

The creation of a User account may be required for the use of certain portions of the Website (e.g., email, newsletters, competitions, forums, content downloads, and promotions). As part of the Company’s registration process, you will select a username and password and be asked to submit, among other things, your email address. The Client Users will also be asked to provide credit card details. You agree that all information you provide to the Company for purposes of creating a user account (the “User Information“) will be true, accurate, current and complete and your failure to provide such information will constitute a breach of these Terms of Use and may result in the immediate termination of your account. All information about you including your User Information, any information obtained by the Company as a result of your use of the Website, and any information stored or transmitted in any way on or through the use of the Website is subject to the Company’s Privacy Policy, which can be found here. The Company’s Privacy Policy is incorporated into these Terms of Use by this reference.

You understand that you may not (i) select or use a name of another person with the intent to impersonate that person; (ii) use the rights of any person without authorisation; or (iii) use a name that the Company, in its sole discretion, deems inappropriate. You agree that any information that you provide to the Website, including but not limited to User Information, shall be true and accurate and current, and you are responsible for updating such information to keep it true, accurate and current. If you create a Talent User account or a Client User account with the Website, you accept responsibility for all activities that occur under your account or password and you agree you will not sell, transfer or assign your user account. You are responsible for maintaining the confidentiality of your password, and for restricting access to your computer so that others may not access any password-protected portion of the Website (including the Paid Services) using your name, user name or password in whole or in part.

Each User name permits one person to access the password-protected portion of the Website (including the Paid Services), and you shall not share the user name and password with any third party. You shall be solely responsible for any and all use of the Website, including without limitation, any and all charges incurred by a third party, under or using your user name and password. If at any time you should learn or suspect that your password has been compromised, you shall promptly notify Customer Service at breach@actor.digital and confirm such notice in writing. Upon receiving such notice, the Company will assign a new password to you.

You agree that any unauthorised use of the Website (or any Content derived therefrom) by you or by anyone using your user name or password may result in immediate suspension or termination of your user account by the Company, in its sole and absolute discretion, without refund. You represent and warrant that the information provided during the subscription process is true and accurate and agrees to update the information thereafter in the event of any changes. The Company reserves the right to terminate your access to and use of the Website in the event that you provide any false information to the Company as part of the subscription process, without refund. In the event of such termination, you will continue to be liable for applicable fees for the period prior to termination, together with such other remedies as to which the Company may be entitled.

10. Subscription Terms, Fees and Payments; Automatic Renewal and Cancellation.

The Company offers one day access, one week access, one month access, and one year access subscriptions to Paid Services for all Client Users. The length of the subscription period is selected by the Client User during the registration and enrollment process.

  1. All Subscriptions are Automatically Renewing.

This means that once you become a Client User, your subscription will be automatically renewed and your credit card will be charged based on the subscription program you have chosen unless you opt out or cancel by following the instructions in these Terms of Use. By subscribing to the Paid Services, you authorise the Company to charge the applicable recurring subscription fees to your credit card.

When you initially subscribe to the Paid Services, your credit or debit card will be charged immediately for the initial term of the subscription at the then-current fee for the applicable subscription period. Unless you notify the Company of your decision to terminate your subscription, your subscription will automatically renew at the end of each subscription term at the then-current fee.

You will be charged in advance for the renewal term of the subscription service on your applicable billing date (the “Billing Date“), which will be the corresponding daily, weekly, monthly, or annual anniversary of the activation date of your subscription. If, however, the activation date of your subscription is on the 29th, 30th or 31st day of a month, and your Billing Date does not exist in a particular month because there are fewer than thirty-one (31) days in the month payment is due, your Billing Date for that particular renewal will be on the last day of the month in which your Billing Date would otherwise be. Each charge on the applicable Billing Date applies to the subscription period immediately following the Billing Date (e.g., a charge for a monthly subscription applies to the month immediately following the Billing Date). You understand that any applicable sales or use taxes will be payable by you, and may be included in each periodic statement.

The Company may, in its sole discretion, suspend access to your account or deactivate your account without notice to you if the Company is unable to process your payment or if payment is past due, regardless of the amount. You agree to pay any outstanding balance in full within thirty (30) days of cancellation or termination of your subscription. You may update any of your billing information (including a change to your desired billing payment method) through your account settings on the Company.

BY COMPLETING THE ENROLLMENT PROCESS, YOU UNDERSTAND AND AGREE THAT UNLESS AND UNTIL YOU CANCEL YOUR SUBSCRIPTION TO THE PAID SERVICES:

  • YOUR SUBSCRIPTION TO THE PAID SERVICES WILL AUTOMATICALLY RENEW AT THE END OF THE SUBSCRIPTION PERIOD AND CONTINUE FOR ANOTHER SUBSCRIPTION PERIOD;
  • YOU WILL AUTOMATICALLY BE BILLED AT THE START OF EACH NEW SUBSCRIPTION PERIOD; AND
  • THAT PERIODIC CHARGES FOR EACH NEW SUBSCRIPTION PERIOD WILL BE AUTOMATICALLY BILLED TO YOUR DESIGNATED BILLING PAYMENT METHOD.

 

  1. Opting Out Of Renewal.

YOU MAY TERMINATE ENROLMENT IN AUTOMATIC RENEWAL AT ANY TIME BY EMAILING CLIENT@ACTOR.DIGITAL. YOUR SUBSCRIPTION TO THE PAID SERVICES SHALL BE DEEMED TERMINATED ON THE LAST DAY OF THE THEN IN EFFECT SUBSCRIPTION PERIOD. YOU AGREE THAT EXCEPT AS PROVIDED HEREIN, THE SUBSCRIPTION FEE IS NON-REFUNDABLE ONCE PAID.

  1. Unauthorized Charges.

YOU ACKNOWLEDGE AND AGREE THAT YOU, AND NOT THE COMPANY, ARE RESPONSIBLE FOR PAYING ANY AMOUNTS BILLED TO YOUR CREDIT OR DEBIT CARD BY A THIRD PARTY WHICH WERE NOT AUTHORIZED BY YOU.

  1. Billing Discrepancies.

Unless you notify the Company of any discrepancies within sixty (60) days after they first appear on your payment statement, they will be deemed accepted by you and you release the Company from all liabilities and claims of loss resulting from any such error or discrepancy.

  1. Fees Subject to Change.

The Company may change the fees and charges then in effect by giving you notice in advance or by posting the changed fees online at https://actor.digital/pricing/. It is your responsibility to check the current fees.  All fees and charges incurred in connection with your user name(s) and password(s) will be billed to the credit card you designate during the registration process. If you want to designate a different credit card or there is a change in your credit card validity or expiration date, you must contact the Customer Service at client@actor.digital or update your information through your account settings on the Company.

  1. Cancellations and Refunds.

Daily subscriptions are not refundable. Monthly subscriptions are not eligible for a refund, but can be cancelled to prevent additional future charges. For all initial purchases of subscriptions longer than one month, you may cancel prior to renewal to prevent future renewal charges; or cancel during the first five (5) days after renewal to remain eligible for a full refund on the renewal payment. If the cancellation occurs after the first five days or if the charge was for a monthly subscription, you will not receive a refund. For all renewals of subscriptions longer than one month, you may cancel within five days of the renewal date and receive a full refund; cancellations made after this period are not eligible for a refund. Monthly subscriptions (both initial subscriptions and renewals) may be cancelled at any time but you will not receive a refund. If you cancel your subscription but are not eligible for a refund, you will retain access to the Website until your subscription expires. Cancellations may be made by emailing client@actor.digital. Your cancellation must be received by end of business (6:00 p.m. Pacific Time Zone (PT)) on the appropriate day as described above, or earlier. All refunds will be given to the original credit card on which the purchase was made. Please allow a reasonable time for the refund to reach you or be charged back to your account.

11. Additional Terms.

In some instances, additional terms or end user license agreements apply to some services, products, software, competitions or promotions offered via the Website. Such terms are posted in connection with the applicable service, product, software, competition or promotion and are in addition to these Terms of Use.  In the event of a conflict, the additional terms prevail over these Terms of Use. The Company may change, suspend or discontinue any aspect of the Website at any time and without prior notice.

12. Entire Agreement

You acknowledge and agree that these Terms of Use, the Privacy Policy, any applicable end user license or similar agreements contain the entire agreement between the parties relating to the Website; provided, however these Terms of Use do not alter in any way the terms or conditions of any other agreement User may have with the Company. If any provision in these Terms of Use is invalid or unenforceable under applicable law, that part will be deemed severable and the remaining provisions will continue in full force and effect.  Each Affiliate expressly made a third party beneficiary of this Agreement and may enforce this Agreement directly against you. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and assigns of the parties hereto

13. Equipment and Internet Access.

You understand and agree that you are responsible for providing all telephone, modem, Internet connection, intranet connection, extranet connection and other equipment necessary for you to access the Website (including the Paid Services). You are solely responsible for and shall bear the costs of any such equipment and any fees or charges incurred to access the Website (including the Paid Services) through an Internet access provider or other third-party service, including any applicable taxes.

14. No Oral Agreements or Modifications.

There shall be no amendment or modification of these Terms of Use unless the same is in writing and signed by an authorized representative of the Company. Oral agreements shall expressly be non-binding and unenforceable.

15. Dispute Resolution.

Please read this section carefully. It affects rights that you may otherwise have. It provides for resolution of most disputes through arbitration instead of court trials and class actions. Arbitration is final and binding and subject to only very limited review by a court. This arbitration clause shall survive termination of this agreement.

If a dispute arises between you and the Company, our goal is to provide you a neutral and cost effective means of resolving the dispute quickly.

  1. Negotiations.

Before initiating any arbitration or court proceeding, you and the Company agree to first attempt to negotiate any dispute, controversy or claim related to the Website, these Terms of Use or the Privacy Policy, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory (each, a “Claim“) (except those Claims expressly provided in Section 17(f) below) informally for at least thirty (30) days. Negotiations will begin upon written notice. The Company will send its notice via Certified Mail to your billing or other physical address (if on file with the Company) and email you a copy to the email address you have provided. You agree to send your notice via Certified Mail to the Company’s General Counsel’s Office at the address specified in Section 8 of these Terms of Use and email a copy to legal@actor.digital

  1. Binding Arbitration.

This Section 15 is referred to in these Terms of Use as the “Arbitration Agreement“. You agree that any and all disputes or claims that have arisen or may arise between you and the Company or a the Company affiliate, whether relating to these Terms of Use (including any alleged breach thereof), or otherwise, shall be resolved exclusively through final and binding arbitration, rather than a court in accordance with the terms of this Arbitration Agreement, except you may assert individual claims in small claims court, if your claims qualify. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act, hereinafter referred to as “FAA”, governs the interpretation and enforcement of this Arbitration Agreement.

  1. Arbitration Procedures.

The arbitration of any dispute or claim shall be conducted in accordance with the American Arbitration Association (“AAA“) as modified by this agreement. The AAA Rules and information about arbitration and fees are available upon request from the AAA (call 1-800-778-7879) or online at adr.org. You and the Company agree that the Terms of Use evidences a transaction in interstate commerce and this arbitration provision will be interpreted and enforced in accordance with the Canada Federal Arbitration Act and federal arbitration law.

An arbitrator may not award relief in excess of or contrary to what the Terms of Use provides, including Section 18 Limitation on Liability order consolidation or arbitration on a class wide or representative basis, or award punitive damages or any other damages aside from the prevailing party’s actual economic damages, except that the arbitrator may award on an individual basis damages expressly required by statute and may order injunctive or declaratory relief pursuant to an applicable consumer protection statute. In any arbitration applying the AAA Rules applicable to large/complex cases, the arbitrator(s) must also apply the Federal Rules of Evidence, and the losing party may have the award reviewed in accordance with the review procedures set forth in the AAA Rules. Any arbitration shall be confidential, and neither you nor we may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award. Judgment on any arbitration award may be entered in any court having proper jurisdiction. If any portion of this arbitration clause is determined by a court to be inapplicable or invalid, than the remainder shall still be given full force and effect.

As part of the arbitration, both you and we will have the opportunity for discovery of non-privileged information that is relevant to the Claim. The arbitrator will provide a written statement of the arbitrator’s decision regarding the Claim, the award given and the arbitrator’s findings and conclusions on which the arbitrator’s decision is based. The determination of whether a Claim is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Except as otherwise provided in these Terms of Use, (i) you and the Company may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate or enter judgement on the award entered by the arbitrator; and (ii) the arbitrator’s decision will be final, binding on all parties and enforceable in any court that has jurisdiction, provided that any award may be challenged if the arbitrator fails to follow applicable law. BY AGREEING TO THIS ARBITRATION PROVISION, YOU UNDERSTAND THAT YOU AND ACTOR.DIGITAL ARE WAIVING THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.

  1. Arbitration Fees.

All administrative fees and expenses of arbitration will be divided equally between you and us, except that for claims of less than $500, you will be obligated to pay $25 and we will pay all other administrative costs and fees. In all arbitrations, each party will bear the expense of its own counsel, experts, witnesses and preparation and presentation of evidence at the arbitration.

  1. Location.

The arbitration will take place in your hometown area if you so notify the Company in your notice of arbitration or within five (5) days following receipt of the Company’s arbitration notice. In the absence of a notice to conduct the arbitration in your hometown area, the arbitration will be conducted in Vancouver, B.C., unless the parties agree to video, phone or Internet connection appearances.

  1. Prohibition of Class and Representative Actions and Non-Individualized Relief.

YOU AND THE COMPANY AGREE THAT ANY ARBITRATION WILL BE LIMITED TO THE CLAIM BETWEEN THE COMPANY AND YOU INDIVIDUALLY. YOU AND THE COMPANY AGREE THAT (A) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; (B) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND (C) NO ARBITRATION WILL BE JOINED WITH ANY OTHER.

  1. Exceptions to Negotiations and Arbitration.

You and the Company agree that the following Claims are not subject to the above provisions concerning negotiations and binding arbitration: (i) any Claims seeking to enforce or protect, or concerning the validity of, any of your or the Company’s intellectual property rights; (ii) any Claim related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (iii) any claim for equitable relief. In addition to the foregoing, either party may assert an individual action in small claims court for Claims that are within the scope of such courts’ jurisdiction in lieu of arbitration, provided that any such action or proceeding must be commenced no later than one year after the accrual of the Claim giving rise thereto.

  1. Severability.

You and the Company agree that if any portion this “Dispute Resolution” section is found illegal or unenforceable, that portion will be severed and the remainder of this section will be given full force and effect. If for any reason the Arbitration Agreement is deemed inapplicable or invalid, you and the Company both agree (i) that all Claims will be exclusively decided by the courts of British Columbia, and you and the Company agree to submit to the personal jurisdiction of those courts, and (ii) that you and the Company both waive, to the fullest extent allowed by law, any claims to recover punitive or exemplary damages and any right to pursue any claims on a class or consolidated basis or in a representative capacity. By using the Website, you accept generally and unconditionally the jurisdiction of the aforesaid courts and irrevocably waives any objection to such jurisdiction.

16. Governing Law, Jurisdiction and Venue.

All matters related to the Website and these Terms of Use (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with British Columbia law; provided, that the Federal Arbitration Act shall govern the interpretation and enforcement of Section 17. Unless the Company and you agree otherwise, in the event that the Arbitration Agreement is deemed inapplicable or invalid, you and the Company both agree that all Claims will be exclusively decided by the courts of the Province of British Columbia, and you and the Company agree to submit to the personal jurisdiction of those courts. By using the Website, you accept generally and unconditionally the jurisdiction of the aforesaid courts and irrevocably waives any objection to such jurisdiction.

17. Recovery of Fees.

You agree that if the Company takes action (by itself or through its representatives) to enforce any of the provisions of these Terms of Use against you, including collection of any amounts due to the Company, the Company shall be entitled to recover from you (and you agree to pay), the Company’s reasonable and necessary attorney’s fees and any costs of any litigation, in addition to all sums to which the Company is entitled or any other relief, at law or in equity, except as otherwise limited herein.

18. Limitation of Liability.

  1. Incidental Damages and Aggregate Liability.

In no event will the Company and/or ITS AFFILIATES be liable for any indirect, special, incidental, or consequential damages, losses or expenses arising out of or relating to the use or inability to use the Website, including without limitation damages related to any information received from the Website, removal of content from the Website, including profile information, any email distributed to any User or any linked web site or use thereof or inability to use by any party, or in connection with any termination of your subscription or ability to access the Website, failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure, even if the Company, or representatives thereof, are advised of the possibility of such damages, losses or expenses. UNDER NO CIRCUMSTANCES WILL THE COMPANY’S AGGREGATE LIABILITY, IN ANY FORM OF ACTION WHATSOEVER IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE WEBSITE, EXCEED THE PRICE PAID BY YOU FOR YOUR ACCOUNT IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM, OR, IF YOU HAVE NOT PAID THE COMPANY FOR THE USE OF ANY SERVICES, THE AMOUNT OF $25.00 OR ITS EQUIVALENT.

  1. No Liability for non-Actor.Digital Actions.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, AND/OR CONSEQUENTIAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SITE OR THE SERVICES, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM ANYONE’S RELIANCE ON INFORMATION OR OTHER CONTENT POSTED ON THE SITE, OR TRANSMITTED TO OR BY ANY USERS OR ANY OTHER INTERACTIONS WITH OTHER REGISTERED USERS OF THE SITE OR SERVICES, WHETHER ONLINE OR OFFLINE. THIS INCLUDES ANY CLAIMS, LOSSES OR DAMAGES ARISING FROM THE CONDUCT OF USERS WHO HAVE REGISTERED UNDER FALSE PRETENSES OR WHO ATTEMPT TO DEFRAUD OR HARM YOU.

In addition to the preceding paragraphs of this section and other provisions of these Terms of Use, any advice that may be posted on the Website is for informational purposes only and is not intended to replace or substitute for any professional financial, medical, legal, or other advice. the Company makes no representations or warranties and expressly disclaims any and all liability concerning any treatment, action by, or effect on any person following the information offered or provided within or through the Website. If you have specific concerns or a situation arises in which you require professional advice, you should consult with an appropriately trained and qualified specialist.

19. Indemnity.

You agree to and shall defend, indemnify and hold harmless the Company, its affiliates and its and its affiliates’ directors, officers, employees, agents, representatives, members, joint ventures, licensors, suppliers, vendors, distributors, advertisers and other contracting parties (hereinafter “Affiliates”) from and against any and all claims, losses, expenses, including reasonable legal fees or demands of liability, including reasonable attorneys’ fees and costs incurred by the Company and its affiliates in connection with any claim by a third party (including an intellectual property claim) arising out of (i) materials and content you submit, post or transmit through the Website, or (ii) use of the Website by you in violation of these Terms of Use or in violation of any applicable law. Users further agree that they will cooperate as reasonably required in the defence of such claims. The Company and its Affiliates reserve the right, at their own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by Users, and Users shall not, in any event, settle any claim or matter without the written consent of the Company. Users further agree to hold harmless the Company and its Affiliates from any claim arising from a third party’s use of information or materials of any kind that Users post to the Website.

20. Disclaimers of Warranty.

THE WEBSITE (INCLUDING THE PAID SERVICES) AND ALL CONTENT PROVIDED THROUGH THE SAME ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OR CONDITION, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE COMPANY, AND EACH OF ITS AFFILIATES, SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. FURTHER, NO WARRANTIES WILL BE IMPLIED BY ANY COURSE OF DEALING OR COURSE OF PERFORMANCE.

YOU ACKNOWLEDGE THAT ALL INFORMATION AND SERVICES PROVIDED IN CONNECTION WITH THE WEBSITE ARE COMPILED FROM AND DISTRIBUTED BY SOURCES THAT ARE OFTEN BEYOND THE CONTROL OF THE COMPANY. THE COMPANY MAKES NO REPRESENTATION OR WARRANTY THAT (I) THE WEBSITE WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS, (II) THE WEBSITE WILL BE AVAILABLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE OR ERROR-FREE, (III) ANY RESULTS OR INFORMATION THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE WILL BE ACCURATE, TIMELY, COMPLETE OR RELIABLE, (IV) ANY ERRORS OR DEFECTS IN THE WEBSITE WILL BE CORRECTED, OR (V) THE WEBSITE, NETWORKS OR SERVERS THAT MAKE THE WEBSITE AVAILABLE ARE FREE OF VIRUSES, CLOCKS, TIMERS, COUNTERS, WORMS, SOFTWARE LOCKS, TROJAN HORSES, TRAP DOORS, TIME BOMBS OR ANY OTHER HARMFUL CODES, INSTRUCTIONS, PROGRAMS OR COMPONENTS. OPERATION OF THE WEBSITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF THE COMPANY’S CONTROL INCLUDING, BUT NOT LIMITED TO, TELECOMMUNICATIONS NETWORK DISRUPTIONS. THE COMPANY IS NOT RESPONSIBLE AND WILL HAVE NO LIABILITY FOR ANY FAILURES OF THE INTERNET OR ANY DATA OR TELECOMMUNICATIONS EQUIPMENT, SYSTEM OR NETWORK USED IN CONNECTION WITH THE WEBSITE. YOU ACKNOWLEDGE THAT THE ENTIRE RISK ARISING OUT OF THE USE, INABILITY TO USE OR PERFORMANCE OF THE WEBSITE REMAINS WITH YOU TO THE MAXIMUM EXTENT PERMISSIBLE UNDER LAW. YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE WEBSITE (INCLUDING THE PAID SERVICES) IS TO TERMINATE YOUR ACCOUNT AND DISCONTINUE USE OF THE WEBSITE.

22. Contact Information.

If you have any questions about these Terms of Use or your rights or the Company’s obligations relating to the Website or the Paid Services, please email us at legal@actor.digital or you may contact us by mail at:

Actor.Digital

Attn: General Counsel’s Office

807-1155 Beach Ave.

Vancouver, B.C., V6E 1V2

 

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