These Terms of Service (the “Terms”) govern your use of the Hellotim.com Web site (the “Site”) and any other applications, interactive features, widgets and resources offered by Caesium Standard, LLC (“Caesium”, “we”, or “us”) through Internet websites, mobile devices or other platforms (collectively with the Site, the “Caesium Service”). Please read these Terms carefully. By using the Caesium Service, you affirm that you have read and understand, and agree to be bound by, these Terms. If you do not agree to these Terms, you may not use the Caesium Service.
The Caesium Service provides for digital onboarding of crewmembers for film, television and other productions. These Terms apply to users of our onboarding services as well as visitors to the Site who may not be using our onboarding services. If you are a production company or producer (a “Producer”), your use of the Caesium Service will also be governed by the applicable terms of your services agreement (your “Master Agreement”) and in the event of any conflict between these Terms and your Master Agreement, the Master Agreement will control.
Your use of certain portions of the Caesium Service may be subject to additional terms and conditions (“Additional Terms”). Where Additional Terms apply, we will make them available for you to read through your use of that portion of the Caesium Service. By using that portion of the Caesium Service, you agree to the Additional Terms.
1. Your Responsibilities.
As part of the registration process, you may be asked to select a username and password. Caesium may refuse to grant you a username or revoke your username for any reason in its sole discretion, including if we determine that such username impersonates someone else, is illegal, vulgar or otherwise offensive, or is protected by trademark or other proprietary rights law, or otherwise may cause confusion. You will be responsible for the confidentiality and use of your username and password and agree not to transfer or resell your use of or access to the Caesium Service to any third party. YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR USERNAME AND PASSWORD AND FOR ANY AND ALL ACTIVITIES THAT ARE CONDUCTED THROUGH YOUR ACCOUNT. CAESIUM WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM YOUR FAILURE TO ADEQUATELY SAFEGUARD YOUR PASSWORD OR FOR ANY ACTIONS OCCURRING UNDER YOUR PASSWORD.
To protect you, other users of the Caesium Service, and Caesium and maintain the integrity of the Caesium Service, you agree not to use the Caesium Service to:
- violate any local, state, national or international law or regulation;
- transmit any material that is abusive, harassing, tortious, defamatory, vulgar, pornographic, obscene, libelous, invasive of another’s privacy, hateful or racially, ethnically or otherwise objectionable;
- stalk, harass, bully, or harm another individual;
- transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation;
- knowingly transmit any material that contains adware, malware, spyware, software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- defeat or interfere with any security feature of the Caesium Service, or attempt to do so;
- impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity;
- interfere with or disrupt the Caesium Service or servers or networks connected to the Caesium Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Caesium Service; or
- alter or modify any content or component of the Caesium Service.
You further agree not to use or launch any automated system, including, without limitation, “robots,” “spiders,” “offline readers” or the like, that access the Caesium Service . Notwithstanding the foregoing, Caesium may allow operators of public search engines to use spiders to index materials from the Caesium Service for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials. Caesium reserves the right to revoke these exceptions either generally or in specific cases.
2. Ownership of Caesium’s Content; Restrictions on Use.
The content on the Caesium Service, including, without limitation, photos, text, software, scripts, graphics, videos, sounds, music, interactive features and the like (collectively, the “Content”) and the “HelloTim” and “Caesium Standard” word marks and design marks, as well as certain other of the names, logos and materials displayed on or through the Caesium Service that constitute trademarks, tradenames, service marks or logos (the “Marks”) are owned by Caesium or its licensors and are subject to copyright, trademark and other intellectual property rights under U.S. and international laws.
Except as authorized by these Terms or as otherwise intended or authorized by Caesium through the Caesium Service, you agree not to copy, download, stream, capture, archive, upload, publish, broadcast, sell, resell, modify, translate, decompile, disassemble, reverse engineer or exploit for any purposes the Caesium Service or any portion of the Caesium Service, including, without limitation, the Content and the Marks.
You must abide by all copyright notices, trademark notices, information, and restrictions contained in or associated with any Content. You must not remove, alter, interfere with, or circumvent any copyright, trademark or other proprietary notices marked on the Content or any digital rights management mechanism, device, or other content protection or access control measure associated with the Content.
3. Producer Content.
You acknowledge that Caesium does not control, review, or otherwise pre-screen any content, including without limitation, any forms, agreements, or other information or documentation, made available by a Producer through the Caesium Service. CAESIUM MAKES NO REPRESENTATIONS OR WARRANTIES THAT SUCH CONTENT IS ACCURATE, COMPLETE, OR LAWFUL AND CAESIUM DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH ANY SUCH CONTENT.
You agree that Caesium and its affiliates are free to use for any purpose whatsoever, ideas, know-how, concepts, techniques, comments, criticisms, reports, or other feedback (collectively, “Feedback”), whether oral, written or video/multimedia, that you may voice about the Site or the Caesium Service including Feedback that you send to Caesium or its affiliates. You acknowledge and agree that you have no expectation of compensation or confidentiality of any nature, and that Caesium has no duties to you (including any duty to compensate you for your Feedback), with respect to such Feedback.
Caesium reserves the right, in its sole discretion, to terminate your access to all or part of the Caesium Service, for any reason, with or without notice. FURTHER, YOU AGREE THAT CAESIUM SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR SUSPENDING OR TERMINATING YOUR (OR ANY OTHER PERSON’S) ACCESS TO THE CAESIUM SERVICE (OR ANY PORTION THEREOF).
6. Modifications to Caesium Service.
Caesium reserves the right to modify or discontinue the Caesium Service with or without notice to you. Caesium shall not be liable to you or any third party should Caesium exercise its right to modify or discontinue the Caesium Service.
The Caesium Service may contain links to third-party websites and other Internet resources that are not owned or controlled by Caesium (“Third-Party Materials”). Caesium’s provision of a link to any Third-Party Materials is for your convenience only and does not signify Caesium’s endorsement of such other website or resource or its contents. CAESIUM SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY CONTENT, INFORMATION, SOFTWARE, MATERIALS OR PRACTICES OF ANY THIRD-PARTY MATERIALS INCLUDING ANY PRODUCT OR SERVICE LINKED TO OR OFFERED BY A THIRD PARTY THROUGH THE CAESIUM SERVICE OR ANY LINKED WEBSITE.
8. Disclaimer of Warranties.
YOU EXPRESSLY AGREE THAT USE OF THE CAESIUM SERVICE IS AT YOUR SOLE RISK. THE CAESIUM SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, CAESIUM AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE CAESIUM SERVICE (INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE AND NON-INFRINGEMENT).
Caesium and its affiliates make no warranties or representations that the Caesium Service will meet your requirements or that the results that may be obtained from use of the Caesium Service will be accurate or reliable. Further, Caesium and its affiliates make no warranties or representations about the accuracy or completeness of Content available on or through the Caesium Service or the content of any websites linked to the Caesium Service and assume no liability or responsibility for any: (a) errors, mistakes or inaccuracies; (b) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of the Caesium Service; (c) any unauthorized access to or use of our servers and/or any and all personal information and/or financial information stored therein; (d) any interruption or cessation of transmission to or from the Caesium Service; (e) any bugs, viruses, Trojan horses or the like which may be transmitted to or through the Caesium Service by any third party; and/or (f) for any loss or damage of any kind incurred as a result of the use of any content posted, e-mailed, transmitted or otherwise made available on or through the Caesium Service.
9. LIMITATION OF LIABILITY.
TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL CAESIUM OR ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS BE LIABLE UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STATUTORY OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM YOUR (OR ANYONE USING YOUR ACCOUNT’S) USE OF THE CAESIUM SERVICE.
10. 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 and disclaimers may not apply to you. To the extent Caesium may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Caesium’s liability shall be the minimum permitted under such applicable law.
You agree to indemnify, defend and hold harmless Caesium, its subsidiaries, affiliates, officers, directors, employees, consultants and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys’ fees and costs) that they may incur as a result of or arising from: (a) any information (including, without limitation, your Feedback or any other content) you submit, post or transmit on or through the Caesium Service or otherwise provide to us or that is submitted, posted, transmitted, or otherwise provided via your account; (b) any use of the Caesium Service through your account; (c) the violation of these Terms or any Additional Terms by anyone using your account; or (d) the violation of any rights of any other person or entity, including, without limitation, any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity, by you (or anyone using any of your accounts). Caesium reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Caesium in asserting any available defenses.
12. Minors; Ability to Accept Terms of Service.
The Caesium Service is not intended for children under 13 years of age. If you are under 13 years of age, please do not use the Caesium Service.
You affirm that you are the applicable age of majority in your jurisdiction of residence or older, or that you have obtained the consent of your parent or legal guardian to use the Caesium Service or that you are an emancipated minor. If you are a parent or guardian agreeing to the terms for the benefit of a child 13 or older, then you agree to and accept full responsibility and legal liability for that child’s use of the Caesium Service.
13. Choice of Law; Arbitration.
These Terms, any Additional Terms, and any dispute arising from or relating to these Terms, the Additional Terms or the provision or use of the Caesium Service, shall be governed exclusively by, and construed in accordance with the laws of the United States and the State of California, without reference to any conflict of laws principles. Any controversy, claim, or dispute arising out of or related to these Terms (or the interpretation, performance, or breach of them), the Site or the Caesium Service, including but not limited to alleged violations of state or federal statutory or common law rights or duties (a “Dispute”) shall be solely and exclusively resolved according to the procedures set forth in this paragraph. If we are unable to resolve any Dispute through informal means, either party may initiate binding arbitration of such Dispute. The arbitration shall be initiated and conducted according to the JAMS/Endispute Comprehensive Arbitration Rules and Procedures in effect as of the date hereof, including the Optional Appeal Procedure provided for in such rules (the “Arbitration Rules”). The arbitration shall be conducted in Los Angeles County, California before a single neutral arbitrator appointed in accordance with the Arbitration Rules. The arbitrator’s decision shall be controlled by these Terms and any of the other agreements, including any applicable Additional Terms. No Disputes may be arbitrated on a class or representative basis. Arbitration can decide only the individual Dispute and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated. BY ENTERING INTO THESE TERMS, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO JOIN CLAIMS WITH THOSE OF OTHERS IN THE FORM OF A CLASS ACTION OR SIMILAR PROCEDURAL DEVICE. ANY CLAIMS ARISING OUT OF, RELATING TO, OR CONNECTED WITH THESE TERMS MUST BE ASSERTED INDIVIDUALLY. The arbitrator shall not have the power to award punitive damages against any party.
14. International Use.
We do not represent or warrant that the Caesium Service, or any part of it, is appropriate or available for use in any particular jurisdiction. You access the Caesium Service on your own initiative and at your own risk, and are responsible for complying with all local laws, rules and regulations. We may limit the availability of Caesium Service, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.
These Terms and any Additional Terms, and if applicable, your Master Agreement, constitute the entire and exclusive and final statement of the agreement between you and Caesium with respect to the subject matter hereof, and govern your use of the Caesium Service, superseding any prior agreements or negotiations between you and Caesium with respect to the subject matter hereof. The failure of Caesium to exercise or enforce any right or provision of these Terms or any Additional Terms shall not constitute a waiver of such right or provision. If for any reason any provision of these Terms or any Additional Terms is found to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties as reflected in that provision, and the remainder of these Terms and any Additional Terms shall continue in full force and effect. The section titles in these Terms and any Additional Terms are for convenience only and have no legal or contractual effect.
16. Modifications to Terms.
EFFECTIVE DATE: April 27, 2018