Supplemental Terms for the Central Casting Smart Voucher Solution
Last updated May 28, 2021.
1. USE OF SOFTWARE
1.1. Subscription-Based Software License. We provide the Central Casting Smart Voucher software (“Software”) to you as part of your subscription to the Services. We grant you a non-exclusive license to install or access (as applicable) and use the Software: (i) as long as your subscription is valid; (ii) as long as it does not exceed the total number of licenses purchased; and (iii) consistent with the Terms and related documentation.
1.2. Description of the Software. The Software is an electronic voucher system intended to replace traditional paper vouchers provided to individuals providing background actor services on entertainment productions.
1.3. Activation and Validation. The Software may require you to take certain steps to activate the Software or validate your subscription. In addition to Section 1.9 of the General Terms, failure to do so may result in reduced functionality, inoperability of the Software, or a termination or suspension of the subscription.
1.4. Updates. The Software may automatically download and install updates from Central Casting from time to time. These updates may take the form of bug fixes, new features, or new versions.
1.5. Free Trials. If we offer you to use a free trial of the Services, we will make such free trial available to you on a limited basis, free of charge, until the earlier of (a) the end of the free trial period for which you agreed to use such free trial, (b) the start date of any subscription purchased by you; or (c) termination of the free trial by us in our sole discretion, including attempts to apply multiple free trial services by the same end user. Any free trial period may be extended upon mutual agreement by the parties. Notwithstanding anything to the contrary in these Terms, a free trial service is provided on an “as is” basis. NOTWITHSTANDING SECTION 2 (WARRANTIES) OR ANYTHING TO THE CONTRARY, WE MAKE NO REPRESENTATION OR WARRANTY AND SHALL HAVE NO INDEMNIFICATION OBLIGATIONS WITH RESPECT TO A FREE TRIAL SERVICE. WE SHALL HAVE NO LIABILITY OF ANY TYPE WITH RESPECT TO A FREE TRIAL SERVICE, UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW, IN WHICH CASE OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO A FREE TRIAL SERVICE IS US$100. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION 5 (LIMITATION OF LIABILITY AND DAMAGES) OF THE GENERAL TERMS, YOU SHALL NOT USE THE FREE TRIAL SERVICE IN A MANNER THAT VIOLATES APPLICABLE LAWS AND WILL BE FULLY LIABLE FOR ANY DAMAGES CAUSED BY ITS USE OF A FREE TRIAL SERVICE. ANY DATA AND CONFIGURATIONS ENTERED INTO YOUR FREE TRIAL SERVICE ACCOUNT MAY BE PERMANENTLY LOST UPON TERMINATION OF THE FREE TRIAL SERVICE.
2.1. Mutual Warranties. Each party represents and warrants that (i) it has the full power to enter into the Terms; and (ii) the performance of its obligations and use of the Services will not violate any applicable laws, regulations or cause a breach of any agreements with any third parties.
2.2. Central Casting Warranties. Central Casting warrants that (i) the Services will perform materially in accordance with the applicable Documentation, (ii) Central Casting will not materially decrease the functionality of the Services during the term; and (iii) based on regular monitoring in accordance with applicable industry standards, the Services do not contain any Malicious Code. Your sole and exclusive remedy and Central Casting’s entire liability for a breach of this warranty shall be for Central Casting to use commercially reasonable efforts to modify the Services or to substantially achieve in all respects the functionality described in the Documentation; and if Central Casting is unable to restore such functionality, you shall be entitled to terminate the applicable Order Form and receive a prorated refund of the Fees paid to Central Casting any unused Services identified in the Order Form.
2.3. Your Warranties. You warrant that (i) any electronic vouchers made available through the Services include, at a minimum, the same pay data that is prescribed by the applicable collective bargaining agreement, if any, (ii) you will inform each background actor at the time of arrival on set that you are using an electronic system for vouchers, (iii) individual background actors shall have the absolute right at any time to opt out of using the electronic system at any time before dismissal from set for the day and you must provide and manually complete paper vouchers for each background actor that opts out before dismissal from set for the day, (iv) you will provide an opportunity to background actors to electronically sign the electronic voucher before their dismissal from set for the day, and (v) if no internet access exists at a location where you are using the Services, then you will provide and use paper vouchers.
3. SUBSCRIPTION TERM
Your subscription begins and terminates as specified in the Order Form. In addition to Section 1.9 of the General Terms, if you fail to provide payment, or if all payment methods in your account fail, we may suspend your subscription. Payment obligations are non-cancelable, and fees paid are non-refundable.
4. PORTABILITY AND DELETION OF YOUR DATA
Upon your request during the term of your subscription or made within 30 days after the effective date of termination or expiration of the applicable subscription, Central Casting will make the Customer Data available to Customer for export or download. After such 30-day period, Central Casting will have no obligation to maintain or provide Your Data, and may thereafter delete or destroy all copies of Your Data in its systems or otherwise in its possession or control, unless legally prohibited.
5.1. Indemnification by Central Casting. Central Casting shall defend you and your affiliates, and its and their respective officers, directors, employees and contractors (collectively, “Your Indemnitees”), from and against any and all third party claims, actions and demands alleging that the use of the Services as permitted hereunder infringes or misappropriates a third party’s intellectual property right (a “Claim Against You”), and shall indemnify and hold harmless Your Indemnitees for any damages, attorney fees and costs finally awarded against Your Indemnitees as a result of, and for amounts paid by Your Indemnitees under a court-approved settlement of, a Claim Against You; provided, however, that Central Casting’s obligations under this Section 5.1 shall not apply to the extent a Claim Against You arises from (a) Your Indemnitees’ Data; (b) Your Indemnitees’ gross negligence, willful misconduct, or material breach of the Terms; (c) any modification, combination or development of the Services that is not performed by Central Casting, including in the use of any application programming interface (API); (d) the use of any version of the Software other than the most current release made available by Central Casting; (e) any violation by Your Indemnitees of any union collective bargaining agreement or union rules (if any); or (f) any violation by Your Indemnitees of any local, state, or federal laws or regulations of any nature.
5.2. Indemnification by You. You shall defend Central Casting and its affiliates, and its and their respective officers, directors, employees and contractors (collectively, the “Central Casting Indemnitees”), from and against any and all third party claims, actions and demands alleging your or your Users’ use of the Services, in breach of the Terms, infringes or misappropriates the intellectual property rights of a third party, or violates applicable law of any nature or any union collective bargaining agreement or union rules (collectively, “Claim Against Central Casting”), and shall indemnify and hold harmless the Central Casting Indemnitees for any damages, attorney fees and costs finally awarded against an Central Casting Indemnitee as a result of, or for any amounts paid by an Central Casting Indemnitee under a court-approved settlement of, a Claim Against Central Casting.
5.3. Indemnification Procedure. The indemnifying party will provide the indemnified party with prompt written notice of any claim, suit or demand, the right to assume the exclusive defense and control of any matter that is subject to indemnification, and cooperation with any reasonable requests assisting the indemnifying party’s defense and settlement of such matter.
5.4. Exclusive Remedy. This Section 5 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this section.