Scenebot, Inc., a California corporation ("Scenebot," "us," "we," or "our"), operates a service (the "Service") that may, among other things, allow users to create a user account to access the site located at www.scenebot.com or the Scenebot app, create an actor profile, record and submit auditions and other content, and watch/"like" our top selected auditions as chosen by our casting professionals.
Apple Inc. is not in any way affiliated with Scenebot or its Service.
These Scenebot Terms of Service and additional terms and conditions that we post on the Service from time-to-time (collectively, "Terms of Service") set forth the terms and conditions under which you may access and use the Service.
The Terms of Service apply to any user of the Service ("you"), including any registered user (each a "Registered User") of an account (each a "User Account") issued for the Service.
BY ACCESSING, REGISTERING WITH OR USING THE SERVICE, YOU AGREE TO THE TERMS OF SERVICE. IF YOU DO NOT AGREE TO THE TERMS OF SERVICE (WITHOUT MODIFICATION), YOU ARE NOT AUTHORIZED TO ACCESS, REGISTER WITH, OR USE THE SERVICE.
Scenebot reserves the right to modify or change the Terms of Service at any time without prior notice to you. If Scenebot modifies or changes the Terms of Service, it will also revise the "Effective Date" at the top of this page. The most current version of the Scenebot Terms of Service can be reviewed by clicking on the "Terms of Service" link located on the Service. Your continued access to and/or use of the Service after Scenebot posts any revised Terms of Service constitutes your agreement to any such revised Terms of Service.
PLEASE NOTE THAT THE SERVICE IS PROVIDED WITHOUT ANY WARRANTIES AND SUBJECT TO LIMITATIONS ON SCENEBOT'S LIABILITY. THESE TERMS ARE CONTAINED IN SECTIONS 9 AND 10 BELOW, provided, however, that any limitations of these terms and conditions are applied only as broad and inclusive as is permitted by law in the state of New Jersey, or any other state that restricts disclaimers, limitations of liability and/or remedies, and similar provisions.
1. General Use and Restrictions.
1.1. License. Conditioned upon and subject to your strict compliance with the Terms of Service, Scenebot grants you a personal, non-exclusive, non-transferable, limited license to access and use the Service to obtain additional information regarding Scenebot, to view the content posted on the publicly-available portion of the Service, and for other purposes permitted by us. If you are a Registered User, Scenebot also grants you a personal, non-exclusive, non-transferable, limited license to access and use the features of the Service that Scenebot makes available for your particular type of User Account.
1.2. Use of the Service. You agree not to enter or use the Service for any purpose that is not expressly permitted by the Terms of Service, or is otherwise unlawful. You further agree to comply with all applicable laws, statutes, ordinances, regulations, contracts and licenses regarding your use of the Service including, without limitation, those applicable to the Internet, e-mail, privacy, copyrights, trademarks and data.
1.3. Information Provided. If you provide any information to us, you agree to provide only true, accurate, current and complete information. If you provide information to us about any third party, including, but not limited to, personally identifiable information, you represent and warrant that you are specifically authorized to provide such information to us so that we may use, process and transfer such personally identifiable information, and you assume all responsibility for dissemination and use of the information provided.
1.4. Restrictions. You agree not to, without first obtaining Scenebot's express written permission, (a) use any of its trademarks as metatags on other websites; (b) use the Service in any manner that is illegal or impairs the operation of the Service or its availability or usage by others; and/or (c) display any part of the Service in frames (or any content via in-line links). You further agree not to decompile, reverse engineer or disassemble any software or other products or processes accessible through the Service, and not to insert any code or product or manipulate the Service in any way that affects the user's experience including, without limitation, taking any action that imposes, or may impose, an unreasonable or disproportionately large load on the Service. You further agree not to use any data mining, web crawlers, robots, cancelbots, spiders, Trojan horses, or any data gathering or extraction method in connection with your use of the Service except for customary search engines used in accordance with automated instructions directed to search engines and available on the Service.
2. The Service.
2.1. General. Among other things, the Service is intended to provide a means to showcase acting ability and other talents. The Service does not offer any contests, and Scenebot will not award any prizes. Registered Users may be able to "like" User Content that is made available for viewing by Scenebot for exhibition purposes only. Those with Industry Accounts will have the ability to view additional User Content and to contact actors they may be interested in for professional purposes.
2.2. Availability. Portions of the Service available to different users may vary. No user (other than certain Scenebot employees acting in their capacity as such) has access to all portions of the Service. You agree not to use or access, or attempt to use or access, any portion of the Service for which you are not intentionally given access to by us. For example, Registered Users who pay for a "Pro Account" will have access to portions and features of the Service not available to other users of the Service.
2.3. User Accounts. Scenebot may offer different types of User Accounts, such as (a) "Industry Accounts" provided to casting directors, agents and talent managers who are invited by Scenebot to create an account, (b) "Pro Accounts" for users who pay the required fee in exchange for extra benefits, (c) "Parent Accounts" and "Child Accounts", as described below, and (d) "Standard Accounts" provided free of charge to other users who register with the Service. Except as permitted in connection with Parent Accounts and Child Accounts, you may create a User Account and actor profile only for yourself, and may not create a User Account or actor profile for any other person.
2.4. User Accounts for Children. A child under the age of thirteen (13) is not permitted to create an account without proper parental consent. If a child under the age of thirteen attempts to create an account, and provides an email address for his/her parent/guardian, we will contact the parent/guardian and that parent/guardian may create an account (a "Parent Account") and then create an account for his/her child (each a "Child Account"). Under these circumstances, the parent/guardian will have access to the Child Account and the child and his/her parent/guardian will each be considered a "Registered User" for the Child Account.
2.5. Access to User Accounts. A Registered User may not authorize any other person to enter and/or use his/her User Account, except that the Registered User of a Parent Account may access any Child Account that it creates using the Parent Account, and may permit his/her child to use the Child Account. Accordingly, if you are a Registered User, you agree to protect your username and password by, among other things, keeping your username and password confidential. Please select a strong password to protect against unauthorized access to your User Account. If, notwithstanding the foregoing obligation, you allow another party to use your username and/or password to access your User Account, you will be responsible for all use by that party using your User Account. You agree to (a) immediately notify Scenebot of any unauthorized use of your password or any other breach of security, and (b) ensure that you exit from your User Account at the end of each session.
2.6. Interactions with Others. Any exchange of data or other interaction between you and any other Registered User (e.g., any casting directors, agents and talent managers) is solely between you and such other Registered User. Scenebot does not provide any warranties or guaranties regarding any other Registered Users, shall have no duties to you in connection with any such Registered Users, and, to the extent that any such duties are now or hereafter implied by these Terms or otherwise by law, such duties shall be deemed waived by you.
2.7. Security. Information transmitted on the Internet and/or stored on systems attached to the Internet such as ours is not 100% secure. As a result, we do not ensure, warrant or guarantee the security or integrity of such information. We will not be responsible for disclosure of any information due to errors in transmission or the unauthorized acts of third parties.
3. USER CONTENT
3.1. "User Content" means any content uploaded or otherwise submitted to the Service by Registered Users. User Content includes all video auditions and other videos submitted by any user of the Service, acting demo reels uploaded to Pro Accounts and personal information submitted by Registered Users and any other user of the Service.
3.2. License/Assignment to User Content. By uploading or otherwise submitting any User Content to the Service, you shall be deemed to grant to Scenebot (a) an assignment of all right, title and interest in and to any User Content that is based upon or incorporates a script (or any portion of a script) provided by Scenebot, (b) a perpetual, non-exclusive right to use, reproduce, prepare derivative works of, distribute, perform, and/or display any other User Content (both on the Service and elsewhere, including social media and other websites), and (c) the right to use your likeness, image, voice, words, and/or actions, and those of any child depicted in any User Content, for any purpose (including without limitation for advertising, publicity, or trade).
By uploading or otherwise submitting any User Content to the Service, you (x) acknowledge that the User Content may be, among other things, used in electronic media, such as posting in digital format on the internet (including, for example, social media websites such as Facebook and Twitter), (y) waive the opportunity and right to inspect, preview or approve the editing of User Content, or any use to which it may be put, and grant to Scenebot the right to crop, edit and otherwise alter any such User Content and combine it with other text, images, graphic elements, and/or other materials, and (z) release Scenebot from all claims and liabilities of any kind arising out of or in connection with the making or use of such the User Content.
You represent and warrant to Scenebot that you have the right to upload or otherwise submit such User Content to us and to grant Scenebot the license, assignment and other rights, as applicable, granted in this section; that, excluding scripts provided by Scenebot, you own all right, title and interest in and to such User Content; and that such User Content (excluding any script provided by Scenebot) does not infringe, misappropriate or otherwise violate a privacy right or copyright, trademark, or any other intellectual property right of another.
3.3. No Liability for User Content. You are solely responsible for any User Content or other information that you submit to the Service. We shall not be liable for the use or misuse of any such User Content or information, including without limitation any auditions or personally identifiable information. You acknowledge that we have no obligation to screen User Content uploaded to the Service. Scenebot may refuse, remove or disable any content, including User Content that is available via the Service. Without limiting the generality of the foregoing, we may remove any User Content submitted to the Service that you opt to display publicly and that Scenebot, in its sole discretion, deems abusive, defamatory, obscene, unlawful or otherwise unacceptable.
3.4. Restrictions on Uploading/Submitting User Content. You agree not to post any User Content to the Service that (a) is unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, pornographic, profane, false, hateful, indecent or otherwise objectionable to Scenebot in its sole and absolute discretion, (b) contains false, fraudulent, deceptive or misleading statements, (c) infringes, misappropriates or otherwise violates a copyright or trademark, or any other intellectual property right of another, (d) violates the privacy rights of another, or (e) violates any applicable law, rule, regulation or ordinance, or attempts to encourage such violation. We want Scenebot to provide a safe and welcoming environment, and thus encourage users to notify us at email@example.com if others are acting inappropriately or otherwise violating our Terms of Service.
3.5. Using User Content. You may view the User Content that we intentionally make available to you, and may export certain User Content to your electronic device if the Service provides the functionality to do so. Any Registered User of an Industry Account may use User Content for purposes of evaluating the performances of Registered Users and determining the actors' marketability in the acting profession. You may not otherwise copy, distribute, create derivative works from, or display any User Content of any third party, or copy, distribute, create derivative works from, or display any User Content that that is based upon or incorporates a script (or any portion of a script) provided by Scenebot. Without limiting the generality of the foregoing, you shall not distribute such User Content electronically or post any such User Content on the internet.
4. Fees and Payment.
4.1. Fees. If you create a Pro Account, you shall pay the applicable fee posted on the Service at the time of registration. Scenebot reserves the right to change the fee at any time. All fees are non-refundable.
4.2. Payments. All amounts payable hereunder must be made in U.S. dollars. You shall make all payments via credit card, debit card or by other means that we may permit from time-to-time.
4.3. Credit Card Payments. If you designate a credit card or debit card to make payments, you hereby agree that Scenebot (or its applicable payment processor) is authorized to charge the designated card on the applicable due date. If Scenebot (or its applicable payment processor) does not receive payment from the applicable card issuer or its agents, or if payment made by bank draft or other means is not honored, you agree to pay all amounts due immediately upon demand. You agree to keep the account number and expiration date of your designated card and your billing address updated at all times.
5. Term and Termination.
5.1. General. Unless we agree otherwise in writing, the term of a subscription for a Pro Account shall commence on the date that you create and pay for such Pro Account and shall continue for one (1) year (the "Pro Membership Period"); subject, however, to renewal and earlier termination as provided herein. Upon the expiration of the Pro Membership Period and each Renewal Period, if any, your Pro Account subscription will automatically renew for one (1) year (each such period is a "Renewal Period") unless you cancel your membership prior to the end of the Pro Membership Period or Renewal Period, as applicable. If you terminate your Pro Account subscription, your Pro Account may automatically be converted to a Standard Account and such Standard Account will remain active (but you will no longer receive the benefits available for a Pro Account). We will notify you via email approximately five (5) days prior to the renewal of your Pro Account subscription.
5.2. Termination by Users.
5.2.1. Pro Accounts. You may terminate a Pro Account via the Service at any time. Upon termination, your Pro Account will automatically convert to a Standard Account at the end of the Pro Membership Period.
5.2.2. Standard Accounts. You may terminate your Standard Account at any time via the Service.
5.3. Termination of User Accounts by Us. Scenebot may, in its sole discretion, terminate a User Account, at any time, with or without notice and for any reason (or no reason), or if we believe that you are infringing, or have infringed, the intellectual property rights of others or are aiding or threatening, or have aided or threatened, such infringement. Any termination by us shall be effective on the date specified in such notice or, if no date is provided, shall be effective immediately. You agree that, if your User Account is terminated, you will not thereafter enter, or attempt to enter, the Service, directly or indirectly.
5.4. Effect of Termination of User Accounts. Upon termination or cancellation of a User Account, (a) the user loses access to certain features of the Service made available through such User Account, and (b) Scenebot may, in its sole discretion, delete all information and content (including without limitation User Content) in the User Account. Notwithstanding the foregoing, Scenebot reserves the right to retain and use such information and content for its business purposes (including data analysis) and as necessary to comply with its legal obligations, resolve disputes and enforce the Terms of Service. Additionally, such information and content may persist and appear within the Service if it was previously uploaded/shared on the Service. Notwithstanding anything to the contrary in these Terms of Service, we will remove all personally identifiable information about the child from the Service if a Child Account is terminated or cancelled.
6. Linking and Third Party Dealings.
6.1. Links to External Sites. Scenebot may provide hyperlinks to other websites and Internet resources operated by parties other than Scenebot. Scenebot has no control over such sites and resources or their privacy policies. Such hyperlinks are provided for your reference only. The inclusion of hyperlinks to such websites does not imply any sponsorship, affiliation or endorsement of the material on such websites or with their operators.
6.2. Linking to the Service. Subject to the further provisions of this Section 6.2, Scenebot welcomes links to the Service from other websites. If Scenebot demands that you not link to the Service, or any portion of the Service, you agree that you will not, directly or indirectly, link to the Service or such portion of the Service as directed in our demand, at any time after such demand is made.
7. Intellectual Property.
7.1. General. Except for content that is in the public domain, personal information submitted by users of the Service, and any acting demo reel uploaded to an actor profile, the Service and all content, as well as the selection and arrangement of the content, is owned by (or licensed to) Scenebot or its suppliers and is protected by copyright, trade dress, trademark, unfair competition, and/or other laws and may not be used, copied or imitated in whole or in part except as expressly provided herein. Except as otherwise expressly provided in the Terms of Service, all rights in and to the Service and content are expressly reserved by Scenebot.
7.2. Trademarks. SCENEBOT, GET SCENE and the related logos are trademarks of Scenebot, and may not be copied, imitated or used, in whole or in part, without Scenebot's prior written permission. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks and/or trade dress of Scenebot or its licensors and may not be copied, imitated, or used, in whole or in part, without Scenebot's prior written permission.
7.3. Policy, Notices and Procedures Regarding Claims of Copyright Infringement. Scenebot respects the intellectual property rights of others. If you believe that your work has been copied and is accessible on the Service in a way that constitutes copyright infringement, you may notify our agent as provided in this Section 7.3 and in accordance with the Digital Millenium Copyright Act, Title 17, United States Code, Section 512(c)(2) (“DMCA”). Pursuant to the DMCA, Scenebot designates Copyright Agent as its agent designated to receive notification of claimed copyright infringement ("Designated Agent "). The address of the Designated Agent is 2660 Townsgate Rd. #250, Westlake Village, CA. 91361. The telephone number of the Designated Agent is 805.242.6860. The email address of the Designated Agent is firstname.lastname@example.org We reserve the right share any notice of infringement and/or any response to a notice of infringement (including any personal information contained therein) with third parties (e.g., any user who posted the content to which you objected, any user who objected to your content, and with others).
We may terminate your use and access to the Service (including your User Account) if we believe that you are infringing the intellectual property rights of others or are aiding or threatening such infringement.
8. Indemnification. You hereby agree to indemnify and hold harmless Scenebot and its affiliates, officers, members, directors, employees, shareholders, information providers, suppliers, licensees and the casting directors, agents and talent managers who have created an Industry Account (collectively, "Indemnified Parties") from and against any and all liability and costs, including, without limitation, reasonable attorney's fees, incurred by any Indemnified Party in connection with any claim arising out of (a) any claim that any User Content misappropriates, infringes or otherwise violates any privacy or trademark, copyright, or other intellectual property right of any third party (unless the claim is based on a script that Scenebot provided to you), and/or (b) any breach, or alleged breach, of any of the Terms of Service by you.
9. Disclaimer of Warranties. You expressly acknowledge and agree that your use of the Service is at your sole risk. The Service is provided on an "AS IS", "WITH ALL FAULTS", and "AS AVAILABLE" basis. Scenebot makes no representations or warranties relating to the Service including, without limitation, representations or warranties that (a) the Service shall meet your requirements, (b) the operation of the Service will be uninterrupted or error free, (c) the Service will be secure; or (d) any defects in the Service will be corrected. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SCENEBOT HEREBY DISCLAIMS ANY AND ALL WARRANTIES AND/OR REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, ORAL OR WRITTEN INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, REASONABLE CARE, AND/OR FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT SCENEBOT KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE), IN EACH INSTANCE WITH RESPECT TO THE SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SCENEBOT FURTHER DISCLAIMS ANY AND ALL WARRANTIES, AND/OR REPRESENTATIONS OF QUIET ENJOYMENT, TITLE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
10. LIMITATION OF LIABILITY. IN NO EVENT SHALL SCENEBOT OR ITS LICENSORS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THE TERMS OF SERVICE AND/OR THE SERVICE, WHETHER FOR BREACH OF CONTRACT, IN TORT OR OTHERWISE, EVEN IF SCENEBOT IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT SUCH DAMAGES ARE A REASONABLY FORESEEABLE CONSEQUENCE OF A BREACH OF THIS AGREEMENT OR A TORT THAT FALLS WITHIN THE SCOPE OF THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall Scenebot's total liability to you for any damages arising out of or in any way connected with the Terms of Service or the Service, whether for breach of contract, in tort or otherwise, exceed the greater of (a) ten dollars ($10) or (b) the amount you paid to us, if any, during the one (1) year period immediately before the applicable claims arose.
The limitations of this Section 10 do not apply to New Jersey residents.
11. Release. In the event that you have a dispute arising from your use of the Service with any other Registered User (e.g., any casting directors, agents and talent managers), you release Scenebot (and its officers, directors, agents, affiliates, suppliers, employees and shareholders) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute. If you are a California resident, you waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." Whether or not you are a California resident, you waive and relinquish all rights and benefits under any legal principle with the similar effect of California Civil Code §1542 in any jurisdiction with respect to the release granted above in this Section 11.
12. Modifications to the Service. For the avoidance of doubt, Scenebot may modify, suspend, discontinue and/or restrict the use of all or any portion of the Service at any time for any reason (or for no reason) and without notice or liability.
13. Governing Law. The Service is hosted on servers located in the United States. The Terms of Service, and all matters arising out of or relating to the Terms of Service, shall be governed by the federal laws of the United States and the laws of the State of California, without giving effect to the conflict of law provisions thereof and excluding any application of the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
PLEASE READ THIS SECTION CAREFULLY - IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS.
Any dispute arising out of or connected with this website and/or these terms and conditions not resolved amicably between you and Scenebot shall be resolved exclusively by binding arbitration as follows. You agree to give up your right to go to court to sue or seek relief from us.
· Arbitration shall take place in Los Angeles County, California, and shall be administered under the procedures established by the American Arbitration Association or as may otherwise be agreed upon by the parties.
· The party asserting the dispute (the "Petitioner") shall indicate an intent to commence arbitration hereunder by giving written notice of such intent to the other party (the "Respondent").
· If the Petitioner and Respondent are unable to resolve the dispute within 15 days following the receipt by the Respondent of the above notice, arbitration shall commence upon the delivery by the Petitioner to the Respondent of a petition complying with the Arbitration Rules of the American Arbitration Association (the "Rules") and setting forth at a minimum (i) the acts or omissions complained of, (ii) the section(s) of the terms and conditioned breached or otherwise involved, and (iii) the relief sought. The Respondent shall respond to such petition in conformity with such Rules and a counterclaim shall be permitted if timely filed and served.
· The arbitration shall be conducted by a single arbitrator in conformance with such Rules except that (i) the Petitioner and Respondent may provide any instructions to the arbitrator(s) which deviate from such Rules as the Petitioner and Respondent may mutually agree, and (ii) unless the Petitioner and Respondent mutually agree otherwise, they shall have the right to conduct discovery in any manner and to the extent authorized by the Federal Rules of Civil Procedure as interpreted by the Federal courts in the Los Angeles County, California.
· If the Petitioner and Respondent are able to agree upon a single arbitrator within 10 days following commencement of the arbitration, such individual shall serve as the arbitrator. If the parties cannot mutually agree upon the selection of an arbitrator within 10 days following commencement of the arbitration, the arbitrator shall be selected in accordance with the rules of the then effective Commercial Arbitration Rules of the American Arbitration Association.
· With respect to any award in arbitration, the arbitrator:
• shall issue an award in writing which (A) sets forth findings of fact, (B) resolves each specific claim, (C) attaches a reasoned opinion, and (D) is signed by the arbitrator;
• may compel specific performance by the Petitioner or the Respondent of his or its respective obligations under the terms and conditions or award injunctive relief to restrain any breach of the terms and conditions by a Petitioner or Respondent, in each instance without the necessity of the Petitioner (A) alleging or proving damages as a result of the breach, or (B) posting any bond; provided, however, seeking or obtaining equitable relief shall not preclude a party to the arbitration from also seeking or obtaining an award for money damages in the arbitration; and
• shall equitably allocate between the Petitioner and Respondent all (A) administrative fees and expenses of the arbitrator(s) and the arbitration, and (B) fees (including reasonable legal fees) and expenses incurred by the prevailing party in the arbitration.
· Judgment upon an award in arbitration may be entered in any court of competent jurisdiction in the United States.
15. Class Action Waiver / Venue
PLEASE READ THIS SECTION CAREFULLY - IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS.
You agree that you will resolve any disputes or claim with Scenebot on an individual basis, and that any claims arising out of or in connection with the website and/or terms and conditions will be brought in an individual capacity, and not on behalf of, or as part of, any purported class, consolidated, or representative proceeding. You further agree not to participate in any consolidated, class or representative proceeding brought by any third party arising out of or in connection with the website and/or terms and conditions.
If any court or arbitrator determines that the preceding waiver is void or unenforceable or that arbitration can proceed on a class basis, then the dispute or claim will not be subject to arbitration.
For any dispute or claim that is not subject to arbitration, you consent to exclusive jurisdiction and venue in the federal courts sitting in the Los Angeles County, California, unless no federal subject matter jurisdiction exists, in which case you consent to exclusive jurisdiction and venue in the state courts sitting in Los Angeles County, California. You hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which you may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.
16. General Provisions.
The Terms of Service constitute the entire agreement between the parties with respect to the use of the Service and supersede all prior and contemporaneous agreements and understandings regarding such subject matter. If any provision of the Terms of Service is declared or found to be illegal, unenforceable or void, then the invalid or unenforceable portion shall be modified in accordance with the applicable law as nearly as possible to reflect the original intention of the applicable provision, and the remaining sections of the Terms of Service shall remain in full force and effect. No right or remedy conferred by the Terms of Service is exclusive of any other right or remedy conferred herein or by law or in equity; rather, all of such rights and remedies are cumulative of every other such right or remedy and may be exercised concurrently or separately from time-to-time. Scenebot may provide notice to you relating to the Terms of Service by sending an e-mail to your last known e-mail address, if any, your last known postal address, if any, or posting a notice on the Service, and any such notice shall be deemed given and received on the earlier of the day it is sent to you or the day it is posted on the Service. A printed version of the Terms of Service and of any notices given to you in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The failure of Scenebot to insist upon or enforce strict performance by you of any provision of the Terms of Service shall not be construed as a waiver of any provision or right. If Scenebot brings any suit against you to enforce the Terms of Service or otherwise in connection with your use of the Service, you agree that if Scenebot prevails in such suit Scenebot shall be entitled to recover all costs and expenses incurred in such suit including reasonable attorneys' fees. Use of the Service is unauthorized in any jurisdiction that does not give effect to all provisions of the Terms of Service.