Subscription Terms

Effective date: August 22, 2024

1. Background.

  • Casting Networks is in the business, inter alia, of providing digital hiring and casting solutions to broadcast networks and TV Productions and is the owner of “Cast It Systems”. The Customer (as defined below) and Casting Networks have executed a Software License Agreement, or similar written confirmation/agreement that includes an agreed upon rate, that these Terms & Conditions are part of (the “Agreement“), for the use of Cast It Systems and related Services, all in accordance with the terms and conditions set forth in the Agreement.

2. Definitions

The following definitions shall have the meanings set forth below:

  • 2.1. “Admin User” means those persons who are authorized by or on behalf of the Customer to use the Platform, and have been supplied under the instructions of the Customer with user identification and passwords for the Customer’s Service Account.
  • 2.2. “Business Day” means Monday through Friday excluding designated holidays in Customer’s country.
  • 2.3. “Castings” means casting sessions operated by an Admin User using the platform
  • 2.4. “Customer” means the legal entity that subscribed for the use of the Platform and related Services by executing the Agreement, the details of which are included in the Commercial Terms.
  • 2.5. “Customer Data” means any data and content of any type (e.g., printed, digital, video, audio and graphics) that is: (i) inputted/uploaded by an Admin User or (ii) processed by, or created by, any Admin User using the Platform.
  • 2.6. “Platform” means Cast It Systems; made available by Casting Networks under this Agreement.
  • 2.7. “Services” means any services provided by Casting Networks with respect to the use of the Platform by the Customer, all as detailed in the Agreement.
  • 2.8. “Subscription Term” means the period or agreed completion of project(s) set forth in the Agreement Terms beginning at the Effective Date during which the Customer is entitled to use the Platform and receive Services.

3. Use of Services

  • 3.1. Subject to payment of the applicable Fees set forth in the Agreement Terms, Casting Networks hereby grants the Customer a non-exclusive, non-transferable right during the Subscription Term to use the Platform and Services under the terms of the Agreement.  Notwithstanding any other provision of this agreement, in the event that you have commenced utilization of the system prior to your acknowledgment of these terms, you hereby agree and acknowledge that your use of the system constitutes your acceptance of these terms, and you shall be obligated to make payment for any fees associated with your use of the system. Your obligation to pay the applicable fees shall persist regardless of the timing of your discovery or acknowledgment of these terms and shall not be subject to refund.
  • 3.2. Upon completion of the initial registration process and establishment of a service account (the “Service Account”), the Customer shall be provided with initial user ID’s and initial passwords for accessing the Platform. Based on the level of authorization determined and defined by the Customer, the Customer shall designate on its behalf different Admin Users that shall use and access the Platform using user ID’s and passwords. It is the responsibility of the Customer to secure such user ID’s, password and log in procedure details from unauthorized use.
  • 3.3. Customer shall not, and shall procure that no Admin User (or any other person acting on behalf of Customer) shall: (i) redistribute, reverse engineer (except to the extent permitted by Applicable Laws), disassemble, transfer or otherwise commercially exploit the Platform in contrary to the terms of this Agreement; (ii) modify or make derivative works based on the Platform; (iii) access the Platform in order to build a competitive product or service; or (iv) use the Platform in a matter inconsistent with the terms of this Agreement.
  • 3.4. Customer acknowledges that Castings are managed by the Customer using the Platform on a self-service basis, meaning that the Customer has sole judgement and control regarding the operation and administration of the Castings. Thus, Casting Networks shall have no responsibility regarding the substance and nature of the Castings nor to the content of the Customer Data or their modification, use or publications by the Customer. As between the parties Customer shall be responsible for the compliance of the Castings and their operation by Customer with applicable laws.

4. Fees and Payment Terms

  • 4.1. Payments. In consideration for the right to use the Service as set forth herein Customer shall pay Casting Networks the annual Subscription Fees as set forth in the Software License Agreement Terms (collectively the “Fees”). In addition, Casting Networks may charge Customer separately for services not included in the subscribed Services (the “Additional Services“), provided that Customer has pre-approved such Additional Services and their respective fees in writing. Unless specifically agreed otherwise in writing all payment obligations are non-cancelable and Fees paid are nonrefundable.
  • 4.2. Payment Terms. The Fees shall be paid to Casting Networks on terms set forth in the Agreement Terms against proper invoice. All payments under the Agreement shall be paid in the currency stated in the Agreement Terms by means set forth in the Agreement Terms.
  • 4.3. Tax. All amounts payable by Customer under the Agreement do not include and are net of applicable taxes. For the avoidance of doubt, Customer shall be responsible for the payment of all taxes associated with the provision and use of the Platform (other than taxes on Casting Networks Income).

5. Service Level and Security 

  • 5.1. Support.  Casting Networks shall support and maintain the Platform in case of malfunctions and achieve industry standard support levels.
  • 5.2. Online User Support. Casting Networks shall provide the Customer with technical support services regarding the use of the Platform by the Customer and its Admin Users (online and phone) during business hours.

6. Data Protection and Privacy

  • 6.1. The parties acknowledge and agree that with regard to the processing of personal data, Casting Networks shall be deemed as data processor and Customer as data controller
  • 6.2. Casting Networks will use and process Customer Data solely for the purposes set forth herein, and in the manner required by this Agreement, or otherwise where Casting Networks is acting on Customer’s instructions, or as otherwise required by applicable law.
  • 6.3. Casting Networks will maintain appropriate technical and organizational measures for protection of the security of Customer Data.
  • 6.4. Each party shall comply with all data privacy and data protection laws, rules, regulations of the relevant jurisdiction that apply to its respective performance of obligations and exercise of rights under this Agreement.
  • 6.5. Without limiting the foregoing, Customer acknowledges that as part of the relationship between the parties and the performance of Casting Networks obligations under the Agreement, Casting Networks collects and processes personal data of personnel within the Customer with respect to Admin Users and other personnel within the Customer interacting with the platform as part of the provision of the Services under the Agreement. With respect to the foregoing personal data, Casting Networks shall be deemed the Data Controller. Casting Networks  shall only process such personal data as part of performing its obligations under the Agreement or within the framework of business relationship with the Customer and consistent with its privacy notices posted on its publicly available website.

7. Proprietary Rights 

  • 7.1. As between the parties Casting Networks and its licensors (if any) retain all rights, title and interest, including Intellectual Property Rights, in and to, any and all components of the Platform and related Services, including without limitations Cast It Systems and Casting Networks Confidential Information (as defined below), and all modifications, enhancements, improvements and/or derivatives of any of the foregoing. All rights in and to the foregoing not expressly granted hereunder are reserved to Casting Networks and its licensors (if any).
  • 7.2. As between the parties, Customer and its licensors (if any) retain all rights, title, and interest, including Intellectual Property Rights, in and to the Castings, the Customer Data, and Customer’s Confidential Information, and all modifications, enhancements, improvements and/or derivatives of any of the foregoing. All rights in and to the foregoing not expressly granted hereunder are reserved for Customer and its licensors (if any). Casting Networks does not claim ownership of the Customer Data and Confidential information. You retain copyright and other intellectual property rights you have under law with respect to the User Content that you submit or transmit to or display on or through the Services. However, by adding Data and Information on the Services, you grant to Casting Networks and its affiliated companies, and their sub-licensees (or other suppliers) of the Services permission to use, transmit, reproduce, publish, publicly display, publicly perform, reformat, edit, delete, or translate your User Content, in connection with the Services.
  • “Intellectual Property Rights” means all worldwide intellectual property rights, including but not limited to: (i) patents, patent applications, patent rights and inventions (whether patentable or not) and trademarks; (ii) rights associated with works of authorship, including copyrights, copyright applications, copyright restrictions, mask work rights, mask work applications, and mask work registrations, and any software related rights (including the source code); (iii) rights relating to the protection of trade secrets, know-how, confidential information and all other intellectual or industrial property and like rights whether or not registered; and (iv) divisions, continuations, renewals, reissues, and extensions of the foregoing (as applicable) now existing or hereafter filed, issued, or acquired.

8. Confidentiality 

  • 8.1. Each party acknowledges that in the course of dealings between the parties, it may acquire information about the other party, its business activities, technology, operations, casting related activities, its technical information and trade secrets, all of which are highly confidential and proprietary to such disclosing party (the “Confidential Information”). For the avoidance of doubt, as between the parties: (i) all information pertaining to Applications shall be deemed Customer’s Confidential Information; and (ii) all information, knowhow and technology relating to the Platform or related Services provided by Casting Networks shall be deemed Casting Networks’ Confidential Information.
  • 8.2. Confidential Information shall not include information that the receiving party can demonstrate is: (i) known by the receiving party prior to disclosure by the disclosing party; (ii) independently developed by the receiving party without the use of or reference to any Confidential Information of the disclosing party;  (iii) legally received by the receiving party from a third party that is not under a confidentiality obligation to the disclosing party; or (iv) is publicly available through no breach of this Agreement by receiving party. In the event that receiving party is directed in conjunction with a governmental or judicial proceeding or arbitration, or reasonably believes upon the advice of counsel that it is required by law or regulation (including among other laws related to securities matters), to disclose any portion of any Confidential Information of disclosing party or any other proprietary materials, such receiving party shall immediately notify the disclosing party both orally and in writing (to the extent permitted by applicable law). Receiving party agrees to provide the disclosing party with reasonable cooperation and assistance in obtaining a suitable protective order and in taking any other steps to preserve confidentiality of such information at the expense of the disclosing party.
  • 8.3. Receiving party shall hold all Confidential Information of the disclosing party in strict confidence and shall not reveal the same. The Confidential Information shall be safeguarded with at least as great a degree of care as receiving party uses to safeguard its own materials of like nature or data relating to its own business, but in no event less than a reasonable degree of care. Receiving party agrees to restrict access to the Confidential Information to those of its officers, directors, and employees (collectively “Employees”), and employees of other contractors or consultants it retains who have a “need to know”, have been instructed as to the confidential nature of such information and are bound by written confidentiality obligations at least as stringent and onerous as the obligations imposed on the parties hereto. Receiving party shall be liable to disclosing party in the event that any of its Employees or any of the employees of other contractors or consultants it retains breach these obligations.
  • 8.4. If the receiving party discloses or uses (or threatens to disclose or use) any Confidential Information of the disclosing party in breach of this Section ‎8, the disclosing party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate.

9. Warranty and Warranty Disclaimers

  • 9.1. Mutual Representations and Warranties. Each party represents and warrants to the other party: (i) that such party has the right to enter into this Agreement, to grant the rights and licenses set forth in this Agreement, and to fully perform all of its obligations set forth in this Agreement; and (ii) that this Agreement is executed by a duly authorized representative of that party.
  • 9.2. Casting Networks Warranties. Casting Networks warrants and represents to Customer that: (i) the Platform shall include the features and modules set forth in the Agreement (ii) shall be available for use during the Subscription Term in accordance with industry good practice standards; (iii) the Services shall be performed by suitably qualified personnel in a professional manner at a level that meets or the prevailing industry standards and the terms of this Agreement; and (iv) Casting Networks (a) owns all right, title and interest, including all Intellectual Property Rights in and to the Platform, (b) has the right to grant the licenses set forth in this Agreement and to permit the use of Services, by Customer and its Admin Users; and (iii) subject to Section ‎10.3 below, the use of the Services, to the knowledge of Casting Networks, does not, and will not infringe, or constitute the misappropriation of, any Intellectual Property Right of any third party.
  • 9.3. Limited Warranty. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EITHER PARTY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CASTING NETWORKS DOES NOT REPRESENT OR WARRANT THAT: (A) THE OPERATION OR USE OF THE PLATFORM WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR-FREE; AND (B) CUSTOMER DATA SHALL REMAIN SECURE OR NON-DAMAGED. EXCEPT AS EXPLICITLY STATED OTHERWISE HEREIN, THE PLATFORM AND RELATED SERVICES PROVIDED UNDER THE AGREEMENT ARE PROVIDED ON AN “AS IS” BASIS. EITHER PARTY DOES NOT MAKE, OR THIS AGREEMENT DOES NOT PASS TO THE OTHER PARTY, IN ANY WAY, ANY REPRESENTATION, WARRANTY OR UNDERTAKING ON BEHALF OF THE SUPPLIERS OR LICENSORS OF SUCH PARTY. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.

10. Indemnification

  • 10.1. Indemnification Right. Each Party (the “Indemnitor”) will indemnify, defend and hold the other party and/or other party’s officers, directors and employees and each of such parties’ affiliated and related companies (the “Indemnified Party”) harmless, at its own expense, against any claims, actions, direct damages and costs (including but not being limited to reasonable attorneys’ fees) that were finally awarded by a court of competent jurisdiction, by an authorized regulator, or as part of a settlement approved by the parties for the benefit of a third party, and that arising out of or based upon a third party claim that (collectively, the “Claim”): (i) with respect to Casting Networks as an Indemnitor: (a) Casting Networks’ Platform and the underlying technology (or any component thereof) infringe Intellectual Property Rights of third parties (the “IP Claim”); or (b) a breach of any of Casting Networks’ undertaking, representations and/or warranties set forth herein; or (ii) with respect to Customer as an Indemnitor: (a) the Applications and/or Customer Data or any component thereof (not including User Generated Content) infringes Intellectual Property Rights of third parties; or (b) a breach of any of Customer’s undertaking, representations and/or warranties set forth herein.
  • 10.2. In the event a Claim is brought against an Indemnified Party, such Indemnified Party shall give the Indemnitor notice of such Claim as soon as reasonably possible; provided that failure of an Indemnified Party to give prompt notice as provided herein shall not relieve the Indemnitor of any of its obligations hereunder, except to the extent that such failure materially prejudiced the ability of the Indemnitor to defend against such Claim. The Indemnitor shall have the right, at its own expense, to participate in or assume the defense of such Claim. The Indemnified Party shall assist the Indemnitor in the defense of such Claim. Neither party may adjust, settle or compromise any Claim brought against the Indemnified Party for which the indemnity set forth herein is sought without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.
  • 10.3. Notwithstanding the foregoing, if a Claim alleging infringement (“IP Claim“) is brought, or Casting Networks believes, with reasonable and justifiable grounds, one may be brought, and without prejudice to its liability under the indemnities pursuant to Section ‎10.1, Casting Networks shall have the option at its own expense, to (i) modify the infringing property to avoid the allegation of infringement; or (ii) obtain for the Indemnified Party, at no cost to such party, a license to continue and use the infringing property in accordance with this Agreement.
  • 10.4. Section ‎10 states each party’s entire liability, and the other party’s sole remedies for IP Claims.

11. LIMITATION OF LIABILITY   

  • 11.1. OTHER THAN IN EVENTS OF WILFUL MISCONDUCT OR FRAUD, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR TORT DAMAGES OF ANY NATURE OR KIND WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SERVICE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), SERVICE LIABILITY OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  • 11.2. THE ENTIRE LIABILITY OF EITHER PARTY SHALL BE LIMITED TO THE AMOUNT OF CONSIDERATION ACTUALLY PAID OR DUE TO CASTING NETWORKS DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. THE LIMITATION OF LIABILITY IN THIS SECTION ‎11.2 WILL NOT APPLY TO ANY OF THE FOLLOWING: (I) A PARTY’S INDEMNIFICATION OBLIGATION UNDER SECTION ‎10 WITH RESPECT TO A THIRD PARTY CLAIM BROUGHT AGAINST AN INDEMNIFIED PARTY THAT SHALL BE LIMITED TO THE EXTENT OF THE INSURANCE POLICY’S COVERAGE; OR (II) WILLFUL MISCONDUCT OR FRAUD. THIS LIMITATION OF LIABILITY IS APPLICABLE TO THE FULLEST EXTENT PERMITTED UNDER THE APPLICABLE LAW.
  • 11.3. Both parties acknowledge and agree that the parties entered into this Agreement in reliance upon the disclaimers and limitations of liability set forth herein, which constitute a material agreement upon which this Agreement is based and correctly and fairly represent the allocation of risk as mutually agreed between the parties. These limitations shall apply notwithstanding any failure of essential purpose of any limited remedy.

12. Insurance

  • Casting Networks shall carry an errors or omissions and product liability insurance policy.

13. Term and Termination

  • 13.1. Term of the Agreement. This Agreement shall commence upon the Effective Date that this Agreement is executed by both parties hereto and shall remain in full force and effect until the earlier of the expiration of the Subscription Term or if terminated earlier as set forth hereunder. The effective date of any expiration or termination of this Agreement is referred to as the “Termination Date”.
  • 13.2. Termination. Each party shall have the right to terminate this Agreement upon twenty-one (21) business day’s prior written notice, if the other party is in breach of any material obligation under this Agreement and the breaching party fails to remedy such breach within such notice period.
  • 13.3. Effects of Termination. Upon expiration or termination of this Agreement for any reason:
    • 13.3.1. All rights and licenses granted to either party under this Agreement shall forthwith terminate, expire and immediately revert to the other party.
    • 13.3.2. Each party shall return to the other or destroy any Confidential Information then in its possession and send a certificate of destruction.
    • 13.3.3. Casting Networks upon request shall securely transfer any and all data and/or Customer Data as may have been stored as part of the use of the Platform in a format to be agreed between the Parties within twenty-eight (28) days from the Termination Date (“Data Transfer Deadline”).
    • 13.3.4. Any terms and conditions that by their nature or otherwise reasonably should survive any termination or expiration of this Agreement shall be deemed to survive including, without limitation, Sections: ‎4.3, ‎6 -‎11‎, 12, ‎14 and‎15.

14. Publications.

  • 14.1. Subject to Casting Networks compliance with the Customer’s brand guidelines, Casting Networks may during the Subscription Term use Customer’s logo on its website confirming the Customer as a customer and a user of Cast It Systems, Casting Networks, and/or Talent Systems. Customer must provide notice in writing to Casting Networks to opt-out of publication activities.
  • 14.2. Casting Networks may initiate a press release or mention the Customer in a press release and other Cast It Systems, Casting Networks, or Talent Systems  marketing materials. Customer must provide notice in writing to Casting Networks to opt-out of marketing activities.

15. Miscellaneous

  • 15.1. Foreign Corrupt Practices, Anti-Bribery and other Improper Payments. In connection to the parties’ compliance with the Foreign Corrupt Practices Act (“FCPA”) and respective international Anti-Bribery Acst, the parties hereto shall not offer, promise, approve, or make payments, gifts or anything of value to foreign government officials or private parties for the purpose of influencing such individual to obtain or retain business. In addition, neither party shall make any payments with wrongful or corrupt intent.
  • 15.2. Notices.  Any notice given by one party to the other shall be deemed properly given if specifically acknowledged by the receiving party in writing or when delivered to the recipient by hand, fax, electronic mail or special courier during normal business hours to such address as notified in writing from time to time by either party. Any notice sent in accordance with this Section shall be effective: (i) if mailed, four (4) business days after mailing, (ii) if sent via facsimile or electronic mail, upon transmission and electronic confirmation of receipt (with respect to Fax) or if transmitted and received on a non-business day on the first business day following transmission and electronic confirmation of receipt (with respect to Fax), or (iii) if delivered by hand, upon delivery. Each communication and document made or delivered by one party to another pursuant to this Agreement shall be in the English language.
  • 15.3. Relationship between the Parties. The relationship between the parties is that of independent contractors. Nothing in this Agreement will constitute or be deemed to constitute a partnership, joint venture, employment relationship or an agency. Under no circumstances will the employees of one party be deemed to be employees of the other party by virtue of this Agreement.
  • 15.4. Assignment. Neither Party may assign this Agreement in whole or in part without the prior written consent of the other Party, such consent shall not be unreasonably delayed or withheld. Notwithstanding the above, such consent shall not be required, in connection with any merger, consolidation, reorganization or restructuring, or the sale of some or substantially all of a party’s assets as long as such successor or assignee of this Agreement agrees in writing to be bound by this Agreement. Any assignment in violation of this provision shall be deemed null and void.
  • 15.5. Amendments and Waivers. This Agreement may not be changed, terminated or amended except in writing signed by both parties. The failure of either party to exercise any of its rights will not constitute a waiver of such rights unless expressly agreed in writing.
  • 15.6. Complete Agreement. This Agreement shall constitute the binding agreement of the parties hereto and supersedes any previous agreements between the parties hereto, whether written or oral, regarding the subject matter hereof.
  • 15.7. Updates to Subscription Terms. The Terms may change at any time. Casting Networks will post the most current version on the homepage of our website (https://www.castitsystems.com/) or via a link on the applicable Service with a new Effective Date. If the changes are material, we will endeavor to provide reasonable advance notice to you. Changes are effective from the Effective Date. Your continued access or use of the Services after we post changes to the Terms signifies your agreement to those changes. If you do not agree to the current Terms, you must discontinue using the Services.
  • 15.8. Severability. In the event any provision of this Agreement is held to be invalid or unenforceable, the valid or enforceable portion thereof and the remaining provisions of this Agreement will remain in full force and effect.
  • 15.9. No Third-Party Beneficiaries. This Agreement is intended solely for the benefit of the parties. In no event will any third party have any rights in relation to this Agreement or any right to enforce the terms hereof.
  • 15.10. Force Majeure.  Neither party hereto shall be responsible for any failure or delay of performance of its obligations under this Agreement or for any losses or damages (other than obligations to pay Fees and confidentiality obligations) if such failure, delay, loss or damage is caused by acts of God, war, hostility or sabotage, strikes, revolutions, lack of or failure of transportation facilities, fire, electrical, Internet or telecommunication outages that are not caused by the obligated party, laws or governmental regulations, government restrictions (including the denial or cancellation of any export or other license) or other causes which are beyond the reasonable control of the obligated party. Either party may terminate this Agreement effective immediately upon written notice to the other if the period that the other party is delayed, prevented or hindered from performing its obligations because of a Force Majeure Event is for more than three (3) months.
  • 15.11. Governing Law and Jurisdiction. The agreement shall be governed by and construed in accordance with the internal laws of the State of California applicable to contracts entered into and wholly performed within said state. Any action filed respecting the Parties’ rights or liabilities under or in connection with this Agreement must be filed in the County of Los Angeles, State of California.
  • 15.12. Injunctive Relief. The parties hereby acknowledge that monetary damages may not be a sufficient remedy for breaches of confidentiality obligations and/or Intellectual Property Rights and that either party, as appropriate, may be entitled to such injunctive or equitable relief for actions or claims arising for such reasons, as may be deemed proper by a court of competent jurisdiction.
  • 15.13. Waiver. No waiver of rights arising under this Agreement shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. No failure or delay by either party in exercising any right, power or remedy under this Agreement at any time shall operate as a waiver of any such right, power or remedy and/or prejudice any rights of such party.