TalentSoup Terms of Use Agreement
WELCOME TO TALENTSOUP. THE FOLLOWING DESCRIBES THE TERMS UNDER WHICH TALENTSOUP OFFERS YOU ACCESS TO ITS SERVICES. NOTICE TO USER: PLEASE READ THIS AGREEMENT CAREFULLY. BY USING ALL OR ANY PORTION OF THE ONLINE SERVICES / WEBSITE/ SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU AGREE THAT THIS AGREEMENT IS LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. THIS AGREEMENT IS ENFORCEABLE AGAINST YOU. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE THE WEBSITE / ONLINE SERVICES / SOFTWARE. TALENTSOUP IS A DIVISION OF STIR PRODUCTIONS, LLC.

You must be at least 6 years old to become a TalentSoup member and/or use any TalentSoup services. In addition, before you can become a TalentSoup member and/or use the TalentSoup Web site if you are between the ages of 6 and 17, inclusive, you must obtain permission from your parent or
guardian. By agreeing to TalentSoup's terms of service you are stating that you are 18 years of age or older, or if you are between the ages of 6 and 17, that a parent or guardian is aware of and has given permission to you to use the TalentSoup's website

You must review this Terms of Service if you want to become a TalentSoup member. If you agree with the Terms of Service, please click on the "I Agree" button. By clicking on the "I Agree" button and/or otherwise using the TalentSoup Web site you agree to the terms, conditions, notices and guidelines contained in this Terms of Use Agreement and, where applicable, you represent that you have obtained permission from your parent or guardian.

Please be advised that we may amend this Agreement at any time by posting the amended terms on our site. The amended terms shall be automatically effective immediately after they are initially posted on our site. This Agreement may not otherwise be amended except in a writing signed by
both parties. This Agreement was last revised on October 19, 2005.

1. DESCRIPTION OF SERVICE _TalentSoup provides a variety of free and paying online services including but not limited to professional directories, online portfolios, and composite cards accessible through various URL's including but not limited to http://www.talentsoup.com and its affiliate sites ("TalentSoup Web Site", www.stirproductions.com, www.thestir.net, "this Web Site", "TalentSoup resources", "services"). These services are usable by all registered users and may be viewed by registered users, with the exception of the paying services that are limited to clients only but may be viewed by registered clients and their invited guests. Only authorized Clients (photographers, advertising professionals, etc.) (hereinafter "Professional Members") may be able to view your online portfolio.

TalentSoup is not a Talent Agency. TalentSoup does not represent you or its members as an agent, manager or otherwise. By signing up for our free talent listing, you are agreeing to post your online comp card on TalentSoup and access various TalentSoup services voluntarily. Your TalentSoup portfolio may be seen by Registered Clients who use TalentSoup's services. Registered Clients who use TalentSoup's services may be charged a commission or fee related to their use of the TalentSoup service but TalentSoup talent members are not charged any commission or fee related to their employment received from Registered Clients through TalentSoup. TalentSoup does not offer services directly related to any member's future employment, and TalentSoup reserves the right to take commissions or other fees from its Registered Clients in connection with any employment a talent member might obtain.

2. REGISTRATION OBLIGATIONS _In order to use TalentSoup's resources, you must obtain access to the World Wide Web, pay any service fees associated with such access, and supply all equipment necessary to make a connection with the World Wide Web.

By using any of TalentSoup's services, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the service's registration form and (b) maintain and promptly update the registration data to keep it true, accurate, current and complete. TalentSoup has the right to suspend or terminate your account if you violate the above or TalentSoup has reason to believe that you have violated the above.

3. AGE REQUIREMENT _TalentSoup does not permit children under the age of 6 to become talent members, or create online portfolios. In addition, before you can become a TalentSoup talent member and/or use the TalentSoup Web site if you are between the ages of 5 and 17, inclusive, you must obtain permission from your parent or guardian.

4. MEMBER PRIVACY _It is TalentSoup's policy to respect the privacy of its talent members. TalentSoup will not monitor, edit, or disclose any personal information about you or your TalentSoup account, including its contents, without your prior permission unless TalentSoup has a good faith belief that such action is necessary to 1) conform to legal requirements or comply with legal process; 2) protect and defend the rights of TalentSoup; 3) enforce the TOU; 4) Professional Members regarding the potential for employment or 5) act to protect the interest of its members or others. TalentSoup reserves the right to provide certain user information in aggregate form to third parties, including advertisers, for demographics.However, you agree that TalentSoup may access your account, including its contents, as stated above or to respond to service or technical issues.

5. MEMBER CONDUCT _You understand and are aware that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials (hereinafter "content"), whether publicly posted or privately transmitted are the sole responsibility of the person from which such content originated. This means that you, and not TalentSoup, are entirely responsible for all content that you upload, post, or otherwise transmit via any of TalentSoup's services. TalentSoup does not control the content posted on its services and therefore does not guarantee its accuracy, integrity or quality. The opinions and views expressed by TalentSoup's members or visitors do not necessarily represent those of TalentSoup.TalentSoup reserves the right to modify or remove anything submitted to its service and to cancel any free membership, at any time, for any reason and without prior notice. In addition, TalentSoup, in its sole discretion, may terminate your account including accounts of registered clients, or block your access to certain member features including but not limited to the member forums, for violation of the letter or spirit of the TOU.

You agree to notify TalentSoup immediately of any unauthorized use of your account or any other breach of security.

The following is a non-exclusive list of actions and content that are prohibited on TalentSoup's site:
(a) Any use of copyrighted, trademarked, patented, or otherwise service marked material without the express permission of the author or owner, the commission of any acts of copyright, trademark or any other intellectual property infringement, or contributing to, inducing, or facilitating such infringement. This prohibition includes all forms of software piracy; (b) uploading, posting or otherwise transmitting any content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful or racially, ethnically or otherwise objectionable. This also includes content that promotes illegal activity in any way. TalentSoup reserves the right to report violations of this provision to, and will cooperate with, law enforcement authorities; (c) the harming of minors in any way; (d) the manipulation of identifiers in any way in order to disguise the origin of any content transmitted through TalentSoup's services or develop restricted or password-only access pages, or hidden pages or images; (e) the uploading, posting or transmission of any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment; (f) intentionally or unintentionally violating any applicable local, state, national or international law; (g) the collection or storage of personal data about other users; (h) impersonating any person or entity, including but not limited to, a TalentSoup official, forum leader, guide or host, or misrepresentation of your affiliation with a person or entity; (i) uploading, posting or otherwise transmitting any content that you do not have the right to transmit under any law or contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (j) uploading, posting or otherwise transmitting any unsolicited or unauthorized advertising, promotional materials, "junk mail", "SPAM", "chain letters", pyramid schemes", or any other form of solicitation; (k) disrupting the normal flow of dialogue, causing a screen to "scroll" faster than other users of the service are able to type, or otherwise acting in a manner that negatively affects other users' ability to engage in real time exchanges; (l) having multiple TalentSoup portfolios with different names or inaccurate or inconsistent information; posting any incomplete, false or inaccurate portfolio information or information which is not your own accurate portfolio (living individual seeking modeling employment on a full-time or part-time basis on his or her own behalf). (m) taking any action which imposes an unreasonable or disproportionately large load on the TalentSoup Web Site's infrastructure; (n) if you have a password allowing access to a non-public area of the TalentSoup Web Site, disclosing to or sharing your password with any third parties or using your password for any unauthorized purpose; (o) notwithstanding anything to the contrary contained herein, using or attempting to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the TalentSoup Web Site other than the search engine and search agents available from TalentSoup on this Web Site and other than generally available third party web browsers (e.g., Netscape Navigator, Microsoft Explorer); or (p) attempting to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the TalentSoup Web Site.

6. CONTENT SUBMITTED TO TALENTSOUP_TalentSoup does not claim ownership of the Content you place on your TalentSoup Portfolio or in other sections of the TalentSoup Site. By submitting Content to TalentSoup for inclusion on your TalentSoup Portfolio or in other sections of the TalentSoup Site, you grant TalentSoup the world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content solely for the purpose of displaying, distributing and promoting your TalentSoup Portfolio and/or the TalentSoup section your portfolio is listed in and/or your content on TalentSoup's Internet properties. This license exists for as long as you continue to be a TalentSoup member and shall be terminated when you request from us by email that your content be removed and you have received confirmation from TalentSoup of the removal of your content. You also represent that you have full power and authority to comply with this Terms of Service Agreement without violating the rights of others and agree that your use of TalentSoup and its services will comply with this Terms of Use Agreement without violating the rights of others.

7. CHARGES AND BILLING_TalentSoup does not charge models / talent for services associated with registering or constructing and saving an online portfolio. For Registered Clients - At registration time and until you receive notice from TalentSoup of any changes to its fees or billing methods, you will be subject to the fees and billing methods set forth for each project and/or in the materials presented to you in connection with any offline registration process and/or set forth in this Terms of Service Agreement. TalentSoup reserves the right to change its fees or billing methods at any time. Where TalentSoup changes its fees or billing methods notice will be provided at least thirty (30) days in advance by email and/or by posting a notice on the TalentSoup Web site. Changes to TalentSoup fees or billing methods will not adversely affect you during the current term of your membership for services you have already paid if you are a Registered Client.You are responsible for all charges incurred, including applicable taxes and purchases made by you or anyone you allow to use your account, including your children, other members, or your family or friends.If applicable, you, Registered Client, also agree that you will be billed for and will pay any outstanding balances if you consume any services or your registration is terminated. You should let TalentSoup know about any billing problems or discrepancies within sixty (60) days after they first appear on your account statement. If you do not bring such problems to TalentSoup's attention within sixty (60) days, you agree that you waive your right to dispute any outstanding balance or payment.In addition, items may be subject to charges, fees, and/or payment terms other than as described herein; such charges, fees, or other terms will, however, be described in connection with the product, service, or other offerings to which such charges, fees, and/or terms relate.You can update or correct your contact and billing information at any time. Just as you want to make sure that information TalentSoup has about you is accurate, we want to keep only the most up-to-date information about your account. Therefore, whenever you believe that your contact or billing information needs updating, you can go to 'Edit Account' once you have logged in to your registered account to make the necessary changes.

8. SPECIAL WARNINGS FOR INTERNATIONAL USE _Due to the global
nature of the Internet, you agree to comply with all local rules regarding
online conduct and acceptable content. Specifically, you agree to comply with
all applicable laws regarding the transmission of technical data exported from
the United States or the country in which you reside.
9. INDEMNIFICATION _You agree to indemnify and hold TalentSoup, and
its parents, subsidiaries, affiliates, officers, other partners, and employees,
harmless from any claim, demand or damages, including reasonable
attorney's fees, made by any third party due to or arising out of your
content, your use of the service, your connection to the service, your
violation of the TOU, or your violation of any rights of another.
10. NO RESALE OF SERVICE _You agree not to reproduce, duplicate, copy,
sell, rent, resell or exploit any portion of the service, use of the service or
access to the service.
11. NO GUARANTEE OF SERVICE _TalentSoup provides its services on a
commercially reasonable basis and does not guarantee that members and/or
users will be able to access or use the services at times or locations of their
choosing. Specifically TalentSoup reserves the right at any time to modify or
discontinue temporarily the service (or any part of the service) with or
without notice. You agree that TalentSoup should not be liable to you or to
any third party for any modification, suspension or discontinuance of the
service.
12. ADVERTISEMENTS AND PROMOTIONS _TalentSoup reserves the right
to run advertisements and promotions on TalentSoup sites. By creating your
TalentSoup profile, you agree that TalentSoup has the right to run such
advertisements and promotions in a manner and with such frequency that is
subject to change. Your dealings with the advertisers and their promotions
found on or through the service, including payment and delivery of related
goods or services are solely between you and the advertiser. You agree that
TalentSoup shall not be responsible or liable for any loss or damage of any
sort incurred as the result of any such dealings or as the result of the
presence of such advertisers on the service.
13. LINKS _Links to the World Wide Web and other resources may be
available through TalentSoup's services. Because TalentSoup has no control
over such sites and resources, you acknowledge and agree that TalentSoup is
not responsible for the availability of these resources and does not endorse
any of the content, products, advertising or any other materials on or
available from such sites or resources. Accordingly, you acknowledge that
TalentSoup is not liable for any loss or damage which occurs as a result of
using or relying on the content, goods and services found on these other
sites.
14. DISCLAIMER OF WARRANTIES _a) THE MEMBER AGREES THAT THE
USE OF THIS SITE IS ENTIRELY AT THE MEMBER'S OWN RISK. THE SITE IS
PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND. ALL
EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT
LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS,
ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.
TALENTSOUP ALSO DISCLAIMS ANY WARRANTIES FOR THE SECURITY,
RELIABILITY, TIMELINESS AND PERFORMANCE OF THE SITE TO THE
FULLEST EXTENT PERMITTED BY LAW. TALENTSOUP DISCLAIMS ANY
WARRANTIES FOR OTHER SERVICES OR GOODS RECEIVED THROUGH OR
ADVERTISED ON THE SITE, AS WELL AS FOR ANY INFORMATION OR ADVICE
RECEIVED THROUGH THE SITE OR THROUGH ANY LINKS PROVIDED IN THE
SITE. NEITHER TALENTSOUP NOR ANY THIRD-PARTY CONTENT PROVIDER
MAKES ANY WARRANTY WITH RESPECT TO ANY CONTENT, INFORMATION,
SERVICES, OR PRODUCTS PROVIDED THROUGH OR IN CONJUNCTION WITH
THE SITE.
(b) TALENTSOUP MAKES NO IMPLIED OR EXPRESS REPRESENTATIONS OR
WARRANTIES ABOUT THE RELIABILITY, OR ACCESSSIBILITY OF THE
MEMBER PAGES OR THE ASSOCIATED STORAGE FACILITIES. TALENTSOUP
IS NOT RESPONSIBLE FOR ANY DAMAGE CAUSED BY LOSS OF ACCESS TO,
DELETION OF, FAILURE TO STORE, FAILURE TO BACK UP, OR ALTERATION
OF MEMBER WEB PAGES; INDIVIDUAL MEMBERS ARE RESPONSIBLE FOR
MONITORING AND CREATING BACKUPS OF THEIR PAGES.
17. LIMITATION OF LIAIBILITY _UNDER NO CIRCUMSTANCES SHALL
TALENTSOUP BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER'S USE
OR MISUSE OF THE SITE OR RELIANCE ON THE SITE. TALENTSOUP DOES
NOT GUARANTEE THE LEGITIMACY OR IDENTITY OF ANY USER, INCLUDING
ANY PROFESSIONAL MEMBER, OR OF ANY INFORMATION OR ADVICE
PROVIDED ON TALENTSOUP, INCLUDING ANY INFORMATION OR CONTENT
PROVIDED BY PROFESSIONAL MEMBERS OR ANOTHER THIRD PARTY.
TALENTSOUP DOES NOT GUARANTEE THAT ANY USERS OR MEMBERS,
INCLUDING PROFESSIONAL MEMBERS, WILL USE THE TALENTSOUP
WEBSITE PROPERLY OR IN COMPLIANCE WITH THE TERMS AND
CONDITIONS APPLICABLE TO THEM. TALENTSOUP DOES NOT GUARANTEE
THAT ANY MEMBER WILL SUCCESSFULLY OBTAIN A CONTRACT,
EMPLOYMENT OR SPONSORSHIP OF ANY KIND AS A RESULT OF
MEMBERSHIP IN OR USE OF TALENTSOUP. YOUR SOLE AND EXCLUSIVE
REMEDY FOR ANY DISPUTE WITH TALENTSOUP IS THE CANCELLATION OF
YOUR ACCOUNT AS DETAILED BELOW IN SECTION 19 OR THE TERMINATION
OF YOUR USE OF TALENTSOUP. SUCH LIMITATION OF LIABILITY SHALL
APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL,
CONSEQUENTIAL, SPECIAL, PUNITIVE AND EXEMPLARY DAMAGES (EVEN IF
TALENTSOUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).
SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES
ARISE FROM THE USE OR MISUSE OF THE SITE OR RELIANCE ON THE SITE,
FROM INABILITY TO USE THE SITE OR FROM THE INTERRUPTION,
SUSPENSION, OR TERMINATION OF THE SITE OR SERVICES OFFERED ON
THE SITE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES).
SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES
INCURRED BY REASON OF OTHER SERVICES OR GOODS RECEIVED
THROUGH OR ADVERTISED ON THE SITE OR RECEIVED THROUGH ANY
LINKS PROVIDED ON THE SITE. SUCH LIMITATION SHALL APPLY, WITHOUT
LIMITATION, TO THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR
SERVICES, LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL APPLY
WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE SITE
OR ANY PRODUCTS, SERVICES, INFORMATION, OR MERCHANDISE THAT
APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, THE SITE. THESE
LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF
ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SUCH LIMITATIONS SHALL
APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
15. EXCLUSIONS AND LIMITATIONS _SOME JURISDICTIONS DO NOT
ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR
EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.
ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 15 AND
16 MAY NOT APPLY TO YOU.
16. NOTICE _Notices to you may be made via either email or regular mail.
The service may also provide notices of changes to the TOU or other matters
by displaying notices or links to notices to you generally on the service.
17. GENERAL INFORMATION_This TOU constitutes the entire agreement
between you and TalentSoup/ Stir Productions, LLC and governs your use of
the service, superseding any prior agreements between you and TalentSoup/
Stir Productions, LLC (including, but not limited to any prior versions of the
TOU). You may also be subject to additional terms and conditions that may
apply when you use affiliated services, third-party content or third-party
software. The TOU and the relationship between you and TalentSoup/ Stir
Productions, LLC shall be governed by the laws of State of Georgia, and the
United States of America, without regard to its conflict of law provisions. You
and TalentSoup/ Stir Productions, LLC agree to submit to the personal and
exclusive jurisdiction of the courts located within the State of Georgia, USA
The failure of TalentSoup to exercise or enforce any right or provision of the
TOU shall not constitute a waiver of such right or provision. If any provision
of the TOU is found by a court of competent jurisdiction to be invalid, the
parties nevertheless agree that the court should endeavor to give effect to
the parties' intentions as reflected in the provision, and the other provisions
of the TOU remain in full force and effect. You agree that regardless of any
statute or law to the contrary, any claim or cause of action arising out of or
related to use of the service or the TOU must be filed within one (1) year
after such claim or cause of action arose or be forever barred. The section
titles in the TOU are for convenience only and have no legal or contractual
effect.
18. VIOLATIONS _Please report any violations of the TOU to TalentSoup/ Stir
Productions, LLC via email at support@TalentSoup.com