January 1, 2008

Star Search Casting, Inc. ("Star Search Casting", "SSC", or "we") operates StarSearchCasting.com, which is a social networking service that allows Members to create unique personal profiles online in order to find and communicate with friends, talent, entertainers, entertainment industry professionals, and others. The services offered by Star Search Casting include any Star Search Casting-branded URL (the "Star Search Casting Website"), the Star Search Casting instant messaging service, the Star Search Casting application developer service and other features (for example, music and video embedded players), Star Search Casting mobile services, and any other features, content, or applications offered from time to time by Star Search Casting in connection with Star Search Casting’s business (collectively, the "SSC Services"). The SSC Services are hosted in the United States.

This Terms of Use Agreement ("Agreement") sets forth the legally binding terms for your use of the SSC Services. By using the SSC Services, you agree to be bound by this Agreement, whether you are a "Visitor" (which means that you simply browse the Star Search Casting Website, including through a mobile device, or otherwise use the SSC Services without being registered) or you are a "Member" (which means that you have registered with Star Search Casting). The term "User" refers to a Visitor or a Member. You are only authorized to use the SSC Services (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and the terms of this Agreement. Please read this Agreement and save it. If you do not agree to be bound by this Agreement and to follow all applicable laws, you should leave the Star Search Casting Website and discontinue use of the SSC Services immediately. If you wish to become a Member, communicate with other Members and/or make use of the SSC Services, you must read this Agreement and indicate your acceptance during the registration process.

This Agreement includes Star Search Casting's policy for acceptable use of the SSC Services and Content (as defined in Section 6.1 below) posted on or through the SSC Services and your rights, obligations and restrictions regarding your use of the SSC Services and Content posted on or through the SSC Services. In order to participate in certain SSC Services, you may be notified that you are required to download software or content and/or agree to additional terms and conditions from Star Search Casting. Unless otherwise provided by the additional terms and conditions applicable to the SSC Services in which you choose to participate, those additional terms are hereby incorporated into this Agreement.

Star Search Casting may modify this Agreement from time to time and such modification shall be effective upon posting by Star Search Casting on the Star Search Casting Website. Your continued use of the SSC Services after Star Search Casting posts a revised Agreement signifies your acceptance of the revised Agreement. It is therefore important that you review this Agreement regularly to ensure you are updated as to any changes.

Please choose carefully the information you post on or through the SSC Services and that you provide to other Users. Your Star Search Casting profile may not include any form of Prohibited Content, as outlined in Section 8 below. Despite this prohibition, information, materials, products or services provided by other Star Search Casting Members (for instance, in their profile) may, in whole or in part, be unauthorized, impermissible or otherwise violate this Agreement, and Star Search Casting assumes no responsibility or liability for this material. If you become aware of misuse of the SSC Services by any person, please click on the "Contact Us” link at the bottom of the Star Search Casting Website pages.

Star Search Casting reserves the right, in its sole discretion, to reject, refuse to post or remove any posting (including private messages) by you, or to deny, restrict, suspend, or terminate your access to all or any part of the SSC Services at any time, for any or no reason, with or without prior notice or explanation, and without liability. Star Search Casting expressly reserves the right to remove your profile and/or deny, restrict, suspend, or terminate your access to all or any part of the SSC Services if Star Search Casting determines, in its sole discretion, that you have violated this Agreement or pose a threat to Star Search Casting and/or its Users.

1. Eligibility. Use of the SSC Services and registration to be a Member for the SSC Services (“Membership”) is void where prohibited. By using the SSC Services, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 14 years of age or older; and (d) your use of the SSC Services does not violate any applicable law or regulation. Your profile may be deleted and your Membership may be terminated without warning, if we believe that you are under 14 years of age, if we believe that you are under 18 years of age and you represent yourself as 18 or older, or if we believe you are over 18 and represent yourself as under 18.

2. Term. This Agreement, and any posted revision to this Agreement, shall remain in full force and effect while you use the SSC Services or are a Member. You may terminate your Membership at any time, for any reason, by following the instructions on the Member's "Account Settings" page. Star Search Casting may terminate your Membership at any time, for any or no reason, with or without prior notice or explanation, and without liability. Even after Membership is terminated, this Agreement will remain in effect, including Sections 5-17.

3. Fees. You acknowledge that Star Search Casting reserves the right to charge for any portion of the SSC Services and to change its fees (if any) from time to time in its discretion. If Star Search Casting terminates your Membership because you have breached the Agreement, you shall not be entitled to the refund of any unused portion of fees or payments (if any).

4. Password. When you sign up to become a Member, you will also be asked to choose a password. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the account, username, or password of another Member at any time or to disclose your password to any third party. You agree to notify Star Search Casting immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account.

5. Use by Members. The SSC Services are for the personal use of Members and may be used for promotional purposes as well, but direct commercial endeavors may only be used if they are specifically endorsed or authorized by Star Search Casting. Star Search Casting reserves the right to remove commercial content in its sole discretion. Illegal and/or unauthorized use of the SSC Services, including collecting usernames, user id numbers, and/or email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Star Search Casting Website, or employing third party promotional sites or software to promote profiles for money, is prohibited. Commercial advertisements, affiliate links, and other forms of unauthorized solicitation may be removed from Member profiles without notice or explanation and may result in termination of Membership privileges. Star Search Casting reserves the right to take appropriate legal action for any illegal or unauthorized use of the SSC Services.

6. Proprietary Rights in Content on Star Search Casting.
   1. Star Search Casting does not claim any ownership rights in the text, files, images, photos, video, sounds, musical works, works of authorship, applications, or any other materials (collectively, "Content") that you post on or through the SSC Services. After posting your Content to the SSC Services, you continue to retain any such rights that you may have in your Content, subject to the limited license herein. By displaying or publishing ("posting") any Content on or through the SSC Services, you hereby grant to Star Search Casting a limited license to use, modify, delete from, add to, publicly perform, publicly display, reproduce, and distribute such Content solely on or through the SSC Services, including without limitation distributing part or all of the Star Search Casting Website in any media formats and through any media channels, except Content marked “private” will not be distributed outside the Star Search Casting Website. This limited license does not grant Star Search Casting the right to sell or otherwise distribute your Content outside of the SSC Services. After you remove your Content from the Star Search Casting Website we will cease distribution as soon as practicable, and at such time when distribution ceases, the license will terminate. If after we have distributed your Content outside the Star Search Casting Website you change the Content’s privacy setting to “private,” we will cease distribution of such “private” Content outside the Star Search Casting Website as soon as practicable after you make the change.

   2. The license you grant to Star Search Casting is non-exclusive (meaning you are free to license your Content to anyone else in addition to Star Search Casting), fully-paid and royalty-free (meaning that Star Search Casting is not required to pay you for the use on the SSC Services of the Content that you post), sublicensable (so that Star Search Casting is able to use its affiliates, subcontractors and other partners such as Internet content delivery networks and wireless carriers to provide the SSC Services), and worldwide (because the Internet and the SSC Services are global in reach).

   3. You represent and warrant that: (i) you own the Content posted by you on or through the SSC Services or otherwise have the right to grant the license set forth in this Section 6, and (ii) the posting of your Content on or through the SSC Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. You agree to pay for all royalties, fees, and any other monies owing any person or entity by reason of any Content posted by you on or through the SSC Services.

   4. The SSC Services contain Content of Star Search Casting ("SSC Content"). SSC Content is protected by copyright, trademark, patent, trade secret and other laws, and Star Search Casting owns and retains all rights in the SSC Content and the SSC Services. Star Search Casting hereby grants you a limited, revocable, nonsublicensable license to reproduce and display the SSC Content (excluding any software code) solely for your personal use in connection with viewing the Star Search Casting Website and using the SSC Services.

   5. The SSC Services contain Content of Users and other Star Search Casting licensors. Except as provided within this Agreement, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Content appearing on or through the SSC Services.

   6. Star Search Casting performs technical functions necessary to offer the SSC Services, including but not limited to transcoding and/or reformatting Content to allow its use throughout the SSC Services.

7. Content Posted.
   1. Star Search Casting may reject, refuse to post or delete any Content for any or no reason, including Content that in the sole judgment of Star Search Casting violates this Agreement or which may be offensive, illegal or violate the rights of any person or entity, or harm or threaten the safety of any person or entity. Star Search Casting assumes no responsibility for monitoring the SSC Services for inappropriate Content or conduct. If at any time Star Search Casting chooses, in its sole discretion, to monitor the SSC Services, Star Search Casting nonetheless assumes no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of the User submitting any such Content.

   2. You are solely responsible for the Content that you post on or through any of the SSC Services, and any material or information that you transmit to other Members and for your interactions with other Users.

8. Content/Activity Prohibited. The following are examples of the kind of Content that is illegal or prohibited to post on or through the SSC Services. Star Search Casting reserves the right to investigate and take appropriate legal action against anyone who, in Star Search Casting's sole discretion, violates this provision, including without limitation, removing the offending Content from the SSC Services and terminating the Membership of such violators. Prohibited Content includes, but is not limited to, Content that, in the sole discretion of Star Search Casting:
   1. is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;

   2. harasses or advocates harassment of another person;

   3. exploits people in a sexual or violent manner;

   4. contains nudity, excessive violence, or offensive subject matter or contains a link to an adult website;

   5. solicits personal information from anyone under 18;

   6. publicly posts information that poses or creates a privacy or security risk to any person;

   7. constitutes or promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;

   8. constitutes or promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protect devices, or providing pirated music or links to pirated music files;

   9. involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, "spimming," or "spamming";

   10. contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);

   11. furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;

   12. solicits passwords or personal identifying information for commercial or unlawful purposes from other Users;

   13. involves commercial activities and/or sales without prior written consent from Star Search Casting such as contests, sweepstakes, barter, advertising, or pyramid schemes;

   14. includes a photograph or video of another person that you have posted without that person's consent;

   15. for band, comedy, filmmaker and other profiles, uses sexually suggestive imagery or any other unfair, misleading or deceptive Content intended to draw traffic to the profile; or

   16. violates the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any person.

       The following are examples of the kind of activity that is illegal or prohibited on the Star Search Casting Website and through your use of the SSC Services. Star Search Casting reserves the right to investigate and take appropriate legal action against anyone who, in Star Search Casting's sole discretion, violates this provision, including without limitation, reporting you to law enforcement authorities. Prohibited activity includes, but is not limited to:

       1. criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets;

       2. advertising to, or solicitation of, any Member to buy or sell any products or services through the unauthorized or impermissible use of the SSC Services. You may not transmit any chain letters or junk email to other Members. In order to protect our Members from such advertising or solicitation, Star Search Casting reserves the right to restrict the number of emails which a Member may send to other Members in any 24-hour period to a number which Star Search Casting deems appropriate in its sole discretion. If you breach this Agreement and send unsolicited bulk email, instant messages or other unauthorized commercial communications of any kind through the SSC Services, you acknowledge that you will have caused substantial harm to Star Search Casting, but that the amount of such harm would be extremely difficult to ascertain. As a reasonable estimation of such harm, you agree to pay Star Search Casting $50 for each such unsolicited email or other unauthorized commercial communication you send through the SSC Services;

       3. circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person in circumventing or modifying any security technology or software that is part of the SSC Services;

       4. activity that involves the use of viruses, bots, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware, or otherwise permit the unauthorized use of or access to a computer or a computer network;

       5. covering or obscuring the banner advertisements on your personal profile page, or any Star Search Casting page via HTML/CSS or any other means;

       6. any automated use of the system, such as, but not limited to, using scripts to add friends or send comments or messages;

       7. interfering with, disrupting, or creating an undue burden on the SSC Services or the networks or services connected to the SSC Services;

       8. impersonating or attempting to impersonate another Member, person or entity;

       9. for profiles containing a Star Search Casting player, copying the code for your Star Search Casting Player and embedding it (or directing others to embed it) anywhere other than your profile on Star Search Casting;

       10. using the account, username, or password of another Member at any time or disclosing your password to any third party or permitting any third party to access your account;

       11. selling or otherwise transferring your profile;

       12. using any information obtained from the SSC Services in order to harass, abuse, or harm another person or entity, or attempting to do the same;

       13. displaying an unauthorized commercial advertisement on your profile, or accepting payment or anything of value from a third person in exchange for your performing any commercial activity through the unauthorized or impermissible use of the SSC Services on behalf of that person, such as placing commercial content on your profile, posting blogs or bulletins with a commercial purpose, selecting a profile with a commercial purpose as one of your "Top 8" friends, or sending private messages with a commercial purpose; or

       14. using the SSC Services in a manner inconsistent with any and all applicable laws and regulations.

   17. Protecting Copyrights and Other Intellectual Property. Star Search Casting respects the intellectual property of others, and requires that our users do the same. You may not upload, embed, post, email, transmit or otherwise make available any material that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity. Star Search Casting has the right to terminate the Membership of infringers.

       If you believe your work has been copied and posted on or through the SSC Services in a way that constitutes copyright infringement, please send Star Search Casting a notification of claimed infringement with all of the following information: (a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (b) identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material on the SSC Services (providing the URL(s) of the claimed infringing material satisfies this requirement); (c) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address; (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (e) a statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf; and (f) your physical or electronic signature.

   18. Member Disputes. You are solely responsible for your interactions with other Star Search Casting Members. Star Search Casting reserves the right, but has no obligation, to become involved in any way with disputes between you and other Members.

   19. Privacy. Use of the SSC Services is also governed by our PRIVACY POLICY, which is incorporated into this Agreement by this reference.

   20. Disclaimers. Star Search Casting is not responsible for and makes no warranties, express or implied, as to the User Content or the accuracy and reliability of the User Content posted on or through the SSC Services, whether caused by Users of the SSC Services or by any of the equipment or programming associated with or utilized in the SSC Services and such User Content does not necessarily reflect the opinions or policies of Star Search Casting. Profiles and third party applications created and posted by Members on the Star Search Casting Website may contain links to other websites. Star Search Casting is not responsible for the content, accuracy or opinions expressed on such websites, and such websites are not necessarily investigated, monitored or checked for accuracy or completeness by Star Search Casting. Inclusion of any linked website on the SSC Services does not imply approval or endorsement of the linked website by Star Search Casting. When you access these third party sites, you do so at your own risk. Star Search Casting takes no responsibility for third party advertisements or third party applications that are posted on or through the SSC Services, nor does it take any responsibility for the goods or services provided by its advertisers. Star Search Casting is not responsible for the conduct, whether online or offline, of any User of the SSC Services. Star Search Casting assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User or Member communication. Star Search Casting is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any of the SSC Services or combination thereof, including any injury or damage to Users or to any person's computer related to or resulting from participation or downloading materials in connection with the SSC Services. Under no circumstances shall Star Search Casting be responsible for any loss or damage, including personal injury or death, resulting from use of the SSC Services, attendance at a Star Search Casting event, from any User Content posted on or through the SSC Services, or from the conduct of any Users of the SSC Services, whether online or offline. The SSC Services are provided "AS-IS" and as available and Star Search Casting expressly disclaims any warranty of fitness for a particular purpose or non-infringement. Star Search Casting cannot guarantee and does not promise any specific results from use of the SSC Services.

   21. Limitation on Liability. IN NO EVENT SHALL STAR SEARCH CASTING BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE SSC SERVICES, EVEN IF STAR SEARCH CASTING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, STAR SEARCH CASTING'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO STAR SEARCH CASTING FOR THE SSC SERVICES DURING THE TERM OF MEMBERSHIP.

   22. U.S. Export Controls. Software available in connection with the SSC Services (the "Software") is further subject to United States export controls. No Software may be downloaded from the SSC Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk.

   23. Disputes. If there is any dispute about or involving the SSC Services, you agree that the dispute shall be governed by the laws of the State of California, USA, without regard to conflict of law provisions and you agree to exclusive personal jurisdiction and venue in the state and federal courts of the United States located in the State of California, City of Ventura. Either Star Search Casting or you may demand that any dispute between Star Search Casting and you about or involving the SSC Services must be settled by arbitration utilizing the dispute resolution procedures of the American Arbitration Association (AAA) in Ventura, California, USA, provided that the foregoing shall not prevent Star Search Casting from seeking injunctive relief in a court of competent jurisdiction.

   24. Indemnity. You agree to indemnify and hold Star Search Casting, its subsidiaries, and affiliates, and their respective officers, agents, partners, subcontractors, and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the SSC Services in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth in this Agreement and/or if any Content that you post on or through the SSC Services causes Star Search Casting to be liable to another.

   25. Other. This Agreement is accepted upon your use of the Star Search Casting Website or any of the SSC Services and is further affirmed by you becoming a Member. This Agreement constitutes the entire agreement between you and Star Search Casting regarding the use of the SSC Services. The failure of Star Search Casting to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Star Search Casting is a trademark of Star Search Casting, Inc. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.

       I HAVE READ AND UNDERSTAND THE FOREGOING AGREEMENT AND UNDERSTAND THAT USE OF THIS SITE SIGNIFIES MY AGREEMENT TO BE BOUND BY ALL OF ITS TERMS AS WELL AS THE TERMS OF THE PRIVACY POLICY.