Effective Date: April 27, 2022.
Please read this Contributor Agreement (the “Agreement”) carefully. You will be asked to signify your assent to this agreement prior to submitting any materials or content to be uploaded to the Site (“Submissions”). Otherwise, your use of the Site (as defined below) constitutes your consent to this Agreement.
This Agreement is between you on the one hand and The Actors Fund of America and the Research Center for Arts and Culture (collectively, “AFA” or “we” or “us”) on the other, concerning your Submissions for any online service location that posts a link to this Agreement, including the Performing Arts Legacy Site currently located at performingartslegacy.org (together with any materials, features, content, and other services that we own, control and make available through such online service location, and successor site(s) thereto, “the PAL Site” or “the Site”) as well as your access to and use of the Site. This Agreement hereby incorporates by this reference any additional terms and conditions posted by AFA through the Site, or otherwise made available to you by AFA (“Additional Terms”).
By using the Site, you affirm that you are of legal age to enter into this Agreement.
1. Changes. We may change this Agreement from time to time by notifying you of such changes by any reasonable means, including by posting a revised Agreement through the Site. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Agreement incorporating such changes, or otherwise notified you of such changes. All such changes are effective immediately when we post them, or such later date as may be specified in the notice of updated Terms and any applicable Additional Terms. If you object to any such changes, your sole recourse is to cease using the Service. We may also add or remove content or functionality from the Site from time to time.
2. Registration; User Names and Passwords. You may need to register to use all or part of the PAL Site or to submit any material for it. Your user name and password are for your personal use only and should be kept confidential; you, and not AFA, are responsible for any use or misuse of your user name or password, and you must promptly notify us of any confidentiality breach or unauthorized use of your user name or password, or your Site account.
3. Rules of Conduct. In connection with the Site, you must not:
- Post, transmit or otherwise make available through or in connection with the Site any materials that are or may be: (a) threatening, harassing, degrading, hateful or intimidating, or otherwise fail to respect the rights and dignity of others; (b) defamatory, libelous, fraudulent or otherwise tortious; (c) obscene, indecent, pornographic or otherwise objectionable; or (d) protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the applicable owner.
- Harvest or collect information about users of the Site.
- Remove any copyright, trademark or other proprietary rights notice from the Site.
- Frame or mirror any portion of the Site, or otherwise incorporate any portion of the Site into any product or service, without AFA’s express prior written consent.
- Systematically download and store Site content (other than your own Submissions).
- Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather Site content, or reproduce or circumvent the navigational structure or presentation of the Site, without AFA’s express prior written consent. Notwithstanding the foregoing, and subject to compliance with any instructions posted in the robots.txt file located in the Site’s root directory, AFA grants to the operators of public search engines permission to use spiders to copy materials from the Site for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. AFA reserves the right to revoke such permission either generally or in specific cases, at any time and without notice.
- Use the Site or Content for any political or commercial purpose.
- Engage in any activity in connection with the Site or Content that is unlawful, harmful, offensive, sexually explicit, obscene, violent, threatening, harassing, abusive, falsely representative of your persona, invasive of someone else’s privacy, or otherwise objectionable to AFA.
- Reverse engineer or modify the Site or Content.
- Interfere with the proper operation of or any security measure used by the Site or Content.
- Infringe any intellectual property or other right of any third party.
- Use the Site or Content in a manner that suggests an unauthorized association or is beyond the scope of the limited license granted to you.
- Otherwise violate this Agreement or any applicable Additional Terms.
You agree to comply with all local, state, federal, national, foreign, supranational, and international laws, statutes, ordinances, regulations, treaties, directives, and agreements that apply to your use of the Site and Content.
4. Use of Submissions. AFA has no control over and is not responsible for any use or misuse (including any distribution) by any third party of Submissions. If you choose to make any of your personally identifiable or other information publicly available through the Site, you do so at your own risk.
5. Grant of Rights. You hereby grant exclusively to AFA forever and throughout the world all rights (including all copyrights and other intellectual property rights) of any kind or nature now or hereafter known in and to and derived from all the product of your services hereunder for exploitation in all media now or hereafter known, including but not limited to print publication, television, home video formats, electronic, computer-assisted and digital/interactive rights. You agree that all of the product of such services hereunder shall be deemed a “work made for hire” for AFA for copyright purposes. If any product of such services is determined not to be a “work made for hire” for any reason, you hereby assign to AFA all rights therein of every kind and nature, including all copyrights, to the full extent set forth above. You hereby waive any claims to so-called “moral rights” or “droit moral” or similar rights. If, pursuant to the United States Copyright Act, you (or your successor) has the right to terminate the rights assigned hereunder, and elects to exercise such right pursuant to such Act, after such termination AFA (or AFA’s successors or assigns) shall have the following right of first negotiation/last refusal, commencing with the date of such termination (the “Commencement Date”), for any new license or assignment of the rights assigned hereunder:
AFA’s aforesaid right of first negotiation/last refusal shall be exercised in accordance with the following procedure: Commencing with the Commencement Date, AFA and you shall negotiate in good faith for a period of sixty (60) days with respect to mutually agreeable terms and conditions. If AFA and you are unable to agree upon mutually agreeable terms within such sixty (60) day period, you shall have the right to offer to such third parties the rights which are the subject matter of such first negotiation/last refusal; provided, however, that prior to entering into any agreement with any such third party, you shall first submit to AFA the terms and conditions which you are then prepared to accept from such third party, and AFA shall thereupon have a right, within seven (7) days after receipt of such terms and conditions, to notify you that AFA elects to enter into an agreement with you on all of such terms and conditions, in which event AFA shall enter into an agreement with you on such terms and conditions. If AFA does not within such seven (7) day period notify you that AFA wishes to enter into such an agreement on such terms and conditions, you shall be free to enter into an agreement with a third party on such terms and conditions.
In addition, you hereby grant AFA, and its successors, licensees and assigns, the right to use your name, voice, photograph, image, likeness, distinctive appearance, and biography in connection with the Project and the exploitation, promotion and advertising thereof.
6. Monitoring. We may (but have no obligation to) monitor, evaluate, alter or remove Submissions before or after they appear on the Site, or analyze your access to or use of the Site, for the benefit of RCAC and the Actors Fund.
7. AFA’s Rights. We own the Site, which is protected by proprietary rights and laws. Our trade names, trademarks and service marks include The Actors Fund, RCAC, The Research Center for Arts and Culture and Performing Arts Legacy Site and any associated logos. All trade names, trademarks, service marks, trade dress, trade identities, and logos on the Site not owned by us are the property of their respective owners. The Site also contains: (i) materials and other items relating to AFA, and similar items from our suppliers and other third parties, including all layout, information, databases, articles, posts, text, data, files, images, scripts, designs, graphics, instructions, illustrations, photographs, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Site, and the compilation, assembly, and arrangement of the materials of the Site and any and all copyrightable material; and (ii) other forms of intellectual property (all of the foregoing described in this Section, collectively “Content”). All right, title, and interest in and to the Site and the Content is the property of AFA or our licensors, suppliers or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent and/or other intellectual property and unfair competition rights and laws to the fullest extent possible.
You may not use our trade names, trademarks, service marks or logos in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. Nothing contained on the Site should be construed as granting any right to use any trade names, trademarks, service marks or logos without the express prior written consent of the owner.
8. Third Parties and Third Party Materials. Certain Site functionality may make available access to information, products, services and other materials made available by third parties, including fellows, trainers, and administrators (“Third Party Materials”), or allow for the routing or transmission of such Third Party Materials, including via links. By using such functionality, you are directing us to access, route and transmit to you the applicable third party.
We neither control nor endorse, nor are we responsible for, any acts or omissions of any third parties, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of Third Party Materials, or any intellectual property rights therein. Certain Third Party Materials may, among other things, be inaccurate, misleading or deceptive. Nothing in this Agreement shall be deemed to be a representation or warranty by AFA with respect to any third parties or Third Party Materials. We have no obligation to monitor Third Party Materials, and we may block or disable access to any Third Party Materials (in whole or part) through the Site at any time. Your use of Third Party Materials is at your own risk and is subject to any additional terms, conditions and policies applicable to such Third Party Materials (such as terms of service or privacy policies of the applicable third parties).
9. Disclaimer of Warranties. To the fullest extent permitted under applicable law: (a) the Site and any Products and Third Party Materials are made available to you on an “As Is,” “Where Is” and “Where Available” basis, without any warranties of any kind, whether express, implied or statutory; and (b) AFA disclaims all warranties with respect to the Site and any Products and Third Party Materials, including the warranties of merchantability, fitness for a particular purpose, non-infringement and title. All disclaimers of any kind (including in this section and elsewhere in this Agreement) are made for the benefit of both AFA and The Research Center for Arts and Culture, and their respective directors, officers, employees, affiliates, agents, representatives, licensors, suppliers and service providers (collectively, the “Affiliated Entities”), and their respective successors and assigns.
While we try to maintain the timeliness, integrity and security of the Site, we do not guarantee that the Site is or will remain updated, complete, correct or secure, or that access to the Site will be uninterrupted.
NOTWITHSTANDING THE FOREGOING, THESE DISCLAIMERS DO NOT EXCLUDE ANY PRODUCT LIABILITY CLAIMS, STATUTORY CONSUMER RIGHTS, DAMAGES ASSOCIATED WITH PERSONAL INJURY OR RESULTING FROM AFA INTENTIONAL MISCONDUCT, RECKLESSNESS, FRAUD, OR GROSS NEGLIGENCE.
10. Limitation of Liability. To the fullest extent permitted under applicable law: (a) AFA will not be liable for any indirect, incidental, consequential, special, exemplary or punitive damages of any kind, under any contract, tort (including negligence), strict liability or other theory, including damages for loss of profits, use or data, loss of other intangibles, loss of security of Submissions (including unauthorized interception by third parties of any Submissions), even if advised in advance of the possibility of such damages or losses; (b) without limiting the foregoing, AFA will not be liable for damages of any kind resulting from your misuse of or inability to use the Site or from any Products or Third Party Materials, including from any Virus that may be transmitted in connection therewith; (c) your sole and exclusive remedy for dissatisfaction with the Site or any Products or Third Party Materials is to stop using the Site; and (d) the maximum aggregate liability of AFA for all damages, losses and causes of action, whether in contract, tort (including negligence) or otherwise, shall be the Greater of (1)total amount, if any, paid by you to AFA to use the Site, or (2) $50.00. All limitations of liability of any kind (including in this section and elsewhere in this Agreement) are made for the benefit of both AFA and the Affiliated Entities, and their respective successors and assigns.
NOTWITHSTANDING THE FOREGOING, THESE LIMITATIONS OF LIABILITY DO NOT APPLY TO ANY PRODUCT LIABILITY CLAIMS, STATUTORY CONSUMER RIGHTS, DAMAGES ASSOCIATED WITH PERSONAL INJURY OR RESULTING FROM AFA INTENTIONAL MISCONDUCT, RECKLESSNESS, FRAUD, OR GROSS NEGLIGENCE.
11. Representations and Warranties; Indemnity. You hereby represent and warrant that you are free to enter into and fully perform all the terms of this Agreement; all materials furnished by you will be your own and original creation; the product of such services will not be libelous or infringe or violate any right of copyright, trademark, privacy, or any other right of any person or entity; and that you are not subject to any agreement or obligation which would impair AFA’s rights hereunder. You further agree at all times to indemnify, hold harmless, and defend, AFA and its respective representatives, licensees and assigns, from and against any and all claims, liabilities, damages, losses and expenses (including without limitation, reasonable attorneys’ fees) which may arise from or in connection with any breach or alleged breach of any representation, warranty or agreement made by you hereunder or from AFA’s exploitation of the product of your services hereunder, whether whole or in part.
12. Waiver of Injunctive or other Equitable Relief.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT YOU WILL NOT BE PERMITTED TO OBTAIN AN INJUNCTION OR OTHER EQUITABLE RELIEF OF ANY KIND, SUCH AS ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, APPLICATION, CONTENT, SUBMISSIONS, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY AFA OR A LICENSOR OR SUPPLIER OF AFA.
13. Termination. This Agreement is effective until terminated. AFA may terminate or suspend your use of the Site at any time and without prior notice, for any or no reason, including if AFA believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. AFA may suspend or terminate the availability of the Site and Content, in whole or in part, to any individual user or all users, for any reason, in AFA’s sole discretion, and without advance notice or liability. Upon any such termination or suspension, all rights granted to you under this Agreement or any applicable Additional Terms will cease immediately, your right to use the Site will immediately cease, you agree that you will immediately discontinue use of the Site and Content, and AFA may, without liability to you or any third party, immediately deactivate or delete your user name, password and account, and all associated materials, without any obligation to provide any further access to such materials. Sections 2-21 shall survive any expiration or termination of this Agreement.
14. Jurisdictional Issues. The Site is controlled and operated from the United States, and is not intended to subject AFA to any non-U.S. jurisdiction or law. The Site may not be appropriate or available for use in some jurisdictions. Any use of the Site is at your own risk, and you must comply with all applicable laws, rules and regulations in doing so.
15. Governing Law; Jurisdiction. This Agreement is governed by and shall be construed in accordance with the laws of the State of New York, U.S.A., without regard to its principles of conflicts of law, and regardless of your location. You agree to exclusive jurisdiction of the federal and state courts located in New York County, New York, U.S.A., and waive any jurisdictional, venue or inconvenient forum objections to such courts.
16. Information or Complaints. If you have a question or complaint regarding the Site, please send an e-mail to firstname.lastname@example.org . You may also contact us by writing to The Actors Fund, Communications Department, 729 Seventh Avenue, New York, NY 10019 or by calling us at 212-221-7300. Please note that e-mail communications will not necessarily be secure; accordingly you should not include credit card information or other sensitive information in your e-mail correspondence with us. You acknowledge that the provision of support is at AFA’s sole discretion and that we have no obligation to provide you with support of any kind. All legal notices to us must be mailed to: The Actors Fund, Communications Department, 729 Seventh Avenue, New York, NY 10019 When you communicate with us electronically, you consent to receive communications from us electronically. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
17. California Consumer Rights and Notices. Residents of California are entitled to the following specific consumer rights information. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. Their website is located at: https://www.dca.ca.gov.
18. New Jersey Rights. The sections on Indemnification, Limitation of Our Liability, and Disclaimer of Representations and Warranties do not apply to New Jersey residents.
19. Copyright Infringement Claims. The Digital Millennium Copyright Act of 1998, 17 U.S.C. § 512 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. AFA responds to copyright notifications submitted under the DMCA. If you believe in good faith that materials available on the Site infringe your copyright, you (or your agent) may send to AFA a written notice of claimed copyright infringement under U.S. law by providing our designated agent by mail, e-mail or fax, with the following written information:
- physical or electronic signature of the copyright owner or a person authorized to act on his or her behalf;
- Identification of the copyrighted work claimed to have been infringed;
- Identification of the infringing material and information reasonably sufficient to permit us to locate that material;
- Your contact information, including your address, telephone number, and an e-mail address;
- A statement that you have a good faith belief that the use of the material in the manner asserted is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
20. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to AFA a counter-notice with the following written information:
- A physical or electronic signature;
- Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
- A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
- Your name, address, and telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if your address is outside of the U.S., for any judicial district in which AFA may be found, and that you will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.
Notices and counter-notices must be sent in writing to our designated agent. Our designated agent is:
The Communication Department at The Actors Fund
The Actors Fund of America
729 Seventh Avenue
New York, NY 10019
You can obtain further information from the Copyright Office’s online directory at www.dmca.copyright.gov/osp.
We will respond to notifications of claimed copyright infringement and counter notifications in accordance with the DMCA.
We suggest that you consult your legal advisor before filing a DMCA notice or counter-notice.
21. Miscellaneous. This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, or agency relationship between you and AFA. No AFA consent or approval may be deemed to have been granted by AFA without being in writing and signed by an officer of AFA. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement without restriction. No waiver by either party of any breach or default under this Agreement will be deemed to be a waiver of any preceding or subsequent breach or default. Any use of the term “including” or variations thereof in this Agreement shall be construed as if followed by the phrase “without limitation.” This Agreement, including any terms and conditions incorporated herein, is the entire agreement between you and AFA relating to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and AFA relating to such subject matter. Notices to you (including notices of changes to this Agreement) may be made via posting to the Site or by e-mail (including in each case via links), or by regular mail. AFA will not be responsible for any failure to fulfill any obligation due to any cause beyond its control. AFA reserves the right to investigate and prosecute any suspected breaches of this Agreement. AFA may disclose any information as necessary to satisfy any law, regulation, legal process or governmental request.
Performing Arts Legacy Site © 2017 The Actors Fund of America unless otherwise noted. All rights reserved.