JWT SUBSCRIPTION SERVICE OFFERING AGREEMENT
BY CLICKING THE “I ACCEPT” BUTTON DISPLAYED AS PART OF THE ORDERING PROCESS OR OTHERWISE USING THE JW TALENT MANAGEMENT LLC. (“JWT”) SERVICE OFFERING (“SUBSCRIPTION SERVICE OFFERING”), YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE “AGREEMENT”) GOVERNING YOUR USE OF JWT'S SERVICE OFFERING, INCLUDING OFFLINE COMPONENTS (COLLECTIVELY, THE “SERVICE OFFERING”). IF YOU ARE ENTERING IN TO THIS AGREEMENT AS A COMMERCIAL OR ANY OTHER REPRESENTATIVE ENTITY (SUCH AS AN AGENCY OR TRUST), ON BEHALF OF TALENT, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” OR “USER” SHALL REFER TO SUCH ENTITY. ANY TALENTS UNDER AGE 18 IS CONSIDERED A MINOR AND IN SUCH CASE, THE PARENT OR THE LEGAL GUARDIAN MUST HAVE THE AUTHORITY TO BIND ON BEHALF OF TALENT TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESES TERMS AND CONDITIONS, YOU MUST SELECT THE “I DECLINE” BUTTON AND MAY NOT USE THE SERVICE OFFERING.
1.License Grant & Restrictions
JWT hereby grants you a non-exclusive, non-transferable right to use the SERVICE OFFERING, solely for your own professional, or `business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by JWT and its licensors.
You may not access the SERVICE OFFERING if you are a direct competitor of JWT, except with JWT's prior written consent. In addition, you may not access the SERVICE OFFERING for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the SERVICE OFFERING or the Content in any way; (ii) modify or make derivative works based upon the SERVICE OFFERING or the Content; (iii) create Internet "links" to the SERVICE OFFERING or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the SERVICE OFFERING in order to (a) build a competitive product or SERVICE OFFERING, (b) build a product using similar ideas, features, functions or graphics of the SERVICE OFFERING, or (c) copy any ideas, features, functions or graphics of the SERVICE OFFERING. User Subscription SERVICE OFFERING cannot be shared or used by more than one individual User.
You may use the SERVICE OFFERING only for your professional internal business purposes and shall not use the Subscription SERVICE OFFERING to: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the SERVICE OFFERING or the data contained therein; or (v) attempt to gain unauthorized access to the SERVICE OFFERING or its related systems or networks.
You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the SERVICE OFFERING, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify JWT immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to JWT immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another JWT user or provide false identity information to gain access to or use the SERVICE OFFERING.
3.Account Information and Data
JWT does not own any data, information or material that you submit to the SERVICE OFFERING in the course of using the SERVICE OFFERING ("Customer Data"). You, not JWT, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and JWT shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data, except for the Social Media Account managed as part of the Pro-Pack SERVICE OFFERING (see # 9 - Termination Clause). JWT reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and JWT shall have no obligation to maintain or forward any Customer Data, including the Social Media Account managed as part of the Pro-Pack SERVICE OFFERING.
4.Intellectual Property Ownership
JWT alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the JWT Website, SERVICE OFFERING, Technology, the Content and the Social Media Accounts created on Your behalf for the Basic-Pack and Pro-Pack Service, and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the SERVICE OFFERING. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the SERVICE OFFERING, the JWT Technology or the Intellectual Property Rights owned by JWT. The JWT name, the JWT logo, and the product names associated with the SERVICE OFFERING are trademarks of JWT or third parties, and no right or license is granted to use them.
5.Charges and Payment of Fees
You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The term of SERVICE OFFERING (“SERVICE OFFERING Term”) is for one year, with automatic annual renewal. The price of SERVICE OFFERING after the year one is subject to change. Any changes to the price will be notified 30 days in advance, which notice may be provided by e-mail. The initial charges will be equal to non-refundable one-time $150.00 registration fee for the Basic and the Pro-Pack, plus the monthly fee for each respective SERVICE OFFERING as described in the Description and Price of SERVICE OFFERING. Payments can be made annually in advance at the time of selecting your SERVICE OFFERING and Payment option. All payment obligations are non-cancelable, and all amounts paid are nonrefundable. For situations that may qualify for cancellation, please refer to #9 – Termination Clause for our policy on cancellation for each SERVICE OFFERING. You are responsible for paying for all User SERVICE OFFERINGs ordered for the entire SERVICE OFFERING Term, whether or not such User SERVICE OFFERINGs are actively used. You must provide JWT with valid credit card or approved purchase order information as a condition to signing up for the SERVICE OFFERING. JWT reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose them to any third party.
6.Description of SERVICE OFFERINGs
JWT Package Service offers 2 different levels of annual Subscription SERVICE OFFERINGs and each have different cancelation procedures. Please see #9 Termination Clause for our policy on cancellation for each SERVICE OFFERING.
7.Billing and Renewal
JWT charges and collects in advance for use of the SERVICE OFFERING. JWT will automatically renew and bill your credit card each year on the subsequent anniversary. The renewal charge will be equal to the then-current pricing in effect during the prior term, unless JWT has given you at least 30 days prior e-mail notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other SERVICE OFFERINGs will be charged on an as-quoted basis. JWT’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on JWT’s income.
You agree to provide JWT with complete and accurate billing and contact information. This information includes your name, street address, e-mail address, name and telephone number of an authorized billing contact. You agree to update this information within 15 days of any change to it. If the contact information you have provided is false or fraudulent, JWT reserves the right to terminate your access to the SERVICE OFFERING in addition to any other legal remedies.
If you believe your bill is incorrect, you must contact us in writing within 30 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
8.Non-Payment and Suspension
In addition to any other rights granted to JWT herein, JWT reserves the right to suspend or terminate this Agreement and your access to the SERVICE OFFERING if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User access during any period of suspension. If you or JWT initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that JWT may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.
JWT reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the SERVICE OFFERING. You agree and acknowledge that JWT has no obligation to retain User Account Data and that such User Account Data may be irretrievably deleted if your account is 30 days or more delinquent.
I. Upon Expiration
This Agreement commences on the Effective Date. Initial Term will be as you elect during the online subscription process. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term (or one year, if the Initial Term is greater than one year) at JWT's then current fees. Either party may terminate this Agreement, effective only upon the expiration of the Initial Term, by notifying the other party in writing at least thirty (30) business days prior to the date of the invoice for the following term. In the event this Agreement is terminated (other than by reason of your breach), JWT will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination except for the Social Media Account managed as part of the Pro-Pack SERVICE OFFERING (see regarding Social Media Account below). You agree and acknowledge that JWT has no obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days after termination.
II. Early Termination prior to Expiration
Either party may terminate this Agreement prior to the Expiration date, by notifying the other party in writing at least thirty (30) business days prior to the date of the invoice for the following term. There is no refund for the registration fee nor any monthly dues already charged to the card on file.
a) Pro-Pack Early Termination: If you have already taken headshots 1 of 2 and composite shots, you are locked in for 6 monthly payments. If you have already taken headshots 2 of 2 and composite shots, you are locked in for the remainder of the Initial Term or 12 months. If you have requested to terminate, the account will automatically terminate at the end of month 12 of SERVICE OFFERING.
b) Basic-Pack Early Termination: If you have already taken headshots 1 only, you are locked in for 6 monthly payments. If you have already taken 1 headshot and the composite shot, you are locked in for the remainder of the Initial Term or 12 months. If you have requested to terminate, the account will automatically terminate at the end of month 12 of SERVICE OFFERING.
10.Termination for Cause
Any breach of your payment obligations or unauthorized use of the JWT Technology or SERVICE OFFERING will be deemed a material breach of this Agreement. JWT, in its sole discretion, may terminate your password, account or use of the SERVICE OFFERING if you breach or otherwise fail to comply with this Agreement. You agree and acknowledge that JWT has no obligation to retain the User Account Data, and may delete such User Account Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days after you are given both e-mail and written notice of such breach.
11.Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. JWT represents and warrants that it will provide the SERVICE OFFERING in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the SERVICE OFFERING will perform substantially in accordance with the online JWT SERVICE OFFERING Guidelines under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the SERVICE OFFERING and that your billing information is correct.
You shall indemnify and hold JWT, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the User Account Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that JWT (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release JWT of all liability and such settlement does not affect JWT’s business or SERVICE OFFERING); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.
JWT shall indemnify and hold you and your Users of this Agreement harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the SERVICE OFFERING directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by JWT of its representations or warranties; or (iii) a claim arising from breach of this Agreement by JWT; provided that you (a) promptly give written notice of the claim to JWT; (b) give JWT sole control of the defense and settlement of the claim (provided that JWT may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to JWT all available information and assistance; and (d) have not compromised or settled such claim. JWT shall have no indemnification obligation, and you shall indemnify JWT pursuant to this Agreement, for claims arising from any infringement arising from the combination of the SERVICE OFFERING with any of your User Account Data, products, SERVICE OFFERING, hardware or professional business process(s).
13.Disclaimer of Warranties
JWT, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agent make no representation, warranty, or guaranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the SERVICE OFFERING or any content. JWT and its licensors do not represent or warrant that (A) the use of the SERVICE OFFERING will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (B) the SERVICE OFFERING will meet your requirements or expectations, (C) any stored data will be accurate or reliable, (D) the quality of any products, SERVICE OFFERINGs, information, or other material purchased or obtained by you through the SERVICE OFFERING will meet your requirements or expectations, (E) errors or defects will be corrected, or (F) the SERVICE OFFERING or the server(s) that make the SERVICE OFFERING available are free of viruses or other harmful components. The SERVICE OFFERING and all content is provided to you strictly on an "as is" basis. All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third-party rights, are hereby disclaimed to the maximum extent permitted by applicable law by JWT.
JWT’s SERVICE OFFERINGs may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. JWT is not responsible for any delays, delivery, failures, or other damage resulting from such problems.
15.Limitation of Liability
In no event shall either party's aggregate liability exceeds the amounts actually paid by and/or due from you in the twelve (12) month period immediately preceding the event giving rise to such claim. In no event shall either party and/or its affiliates be liable to anyone for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type or kind (including loss of data, revenue, profits, use or other economic advantage) arising out of, or in any way connected with this SERVICE OFFERING, including but not limited to the use or inability to use the SERVICE OFFERING, or for any content obtained from or through the SERVICE OFFERING, any interruption, inaccuracy, error or omissions, regardless of cause in the content, even if the party from which damages are being sought or such party's affiliates have been previously advised of the possibility of such damages.
16.Modification to Terms
JWT reserves the right to modify the terms and conditions of this Agreement or its policies relating to the SERVICE OFFERING at any time, effective upon posting of an updated version of this Agreement on the SERVICE OFFERING. You are responsible for regularly reviewing this Agreement. Continued use of the SERVICE OFFERING after any such changes shall constitute your consent to such changes.
17.Assignment; Change in Control
This Agreement may not be assigned by you without the prior written approval of JWT but may be assigned without your consent by JWT to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any actual or proposed change in control of you that results or would result in a direct competitor of JWT directly or indirectly owning or controlling 50% or more of you shall entitle JWT to terminate this Agreement for cause immediately upon written notice. JWT will permit the User to work with or have representation by another industry agencies with proper written disclosure of such relationship either at the time you subscribe to our SERVICE OFFERING or during the term of the subscription, provided you notify us in writing within five (5) business days. Please contact us at [email protected] and provide us with the following information in the email:
(1) Name of agency, address, phone, contact name (at the agency);
(2) User name, Talent’s name and date you signed with the agencies;
(3) Date and Service Offering type (Newcomer, Basic, or Pro) that you signed with JWT;
Questions or Additional Information
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to [email protected].