1. Scope
1.1
By participating in these online auditions (and/or in-person auditions) and casting activities (the “Auditions”), where applicable, for consideration by TNG Models, a Nevada corporation d/b/a TNG Agency, and their affiliates (collectively, “TNG”) for possible talent representation by TNG, you have read, understand and voluntarily agree to abide by these TNG Agency Audition Terms (the “Terms”) in their entirety as well as the TNG Models Privacy Policy (the “Privacy Policy”).
1.2
You understand that your participation in Auditions and any appearance in media in connection with the Auditions is primarily for the purpose of evaluating you as a potential talent to be represented by the TNG talent agency, which is the good and valuable consideration, for your participation and grant of rights herein. Each of you and TNG acknowledge this consideration as good, valuable, and sufficient consideration.
1.3
Please review these Terms carefully before participating in the Auditions because they affect your rights. By participating in any of the Auditions, you accept these Terms and agree to be legally bound by them.If you do not agree to these Terms, you should immediately stop participating in the Auditions
2. Attention: for those under 18 years old or the parent/guardian of a minor seeking to participate in auditions.
2.1
We are particularly concerned about the safety and privacy of all of our users, particularly individuals under the age of 18. We do not knowingly collect personal information directly from children under the age of 18, nor do we allow users under the age of 18 to directly establish their own profiles on the our websites or participate in the Auditions unsupervised. All users under the age of 18 may only participate in Auditions, post profiles, or submit on the website, if they are represented by an adult agent or by a parent or legal guardian who has registered on their behalf and who maintains the profile on their behalf and/or participates in the Auditions accompanied by a parent or legal guardian (the “Registering Adult”). If we become aware that a profile has been established for an individual under the age of 18 without a Registering Adult, we will take steps to terminate such profile and remove any corresponding information.
2.2
If you are under 18 years of age, please do not attempt to register for or otherwise use the Site or send us any personal information. If you believe that a minor may have provided us personal information, please contact us at submissions@tngagency.com
2.3
Users under the age of 18 may monitor and modify their profile and personal information posted on the Site under the supervision of the Registering Adult.
5. User Submissions
5.1
The Auditions may allow you to submit or transmit images, audio, video, text, or other materials, including so-called “user generated content” (collectively, “User Submissions”) via the Platform. When you provide User Submissions, you grant to TNG, its affiliates and partners a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, fully sublicensable license to use, reproduce, archive, edit, translate, create derivative works of, make available, distribute, sell, display, perform, transmit, broadcast and in any other way exploit those User Submissions, and any names, images, voices, likenesses and other identifying information of persons that is part of those User Submissions, in any form, media, software, or technology of any kind now known or developed in the future, including, without limitation, for developing, manufacturing, and marketing products. You hereby waive any moral rights you may have in your User Submissions.
5.2
Eligibility Requirements. To participate in the Auditions, you must be able to prove that as of the day you submit your User Submission:
5.2.1
You will be at least the applicable required age of majority in your jurisdiction of residence or above on or before the date that you upload your User Submission;
5.2.2
If you are a member of any performing arts union or guild, your participation in the audition process, if any, does not constitute a performance or appearance as defined by any performing arts union or guild, nor does it entitle you to any wages, salary, or other similar compensation (i.e. these are non-union auditions); and
5.2.3
You do not have any other contractual arrangement that, in TNG’s sole discretion, would prohibit you from fully participating in the Auditions and/or entering into any contracts required by TNG, including but not limited to a mother agency agreement.
5.3
General Rights in User Submissions
5.3.1
TNG may refuse, remove, or discard a User Submission without notice to you. However, TNG has no obligation to monitor User Submissions, and you agree that neither TNG nor its affiliates will be liable for User Submissions or any loss or damage resulting from User Submissions.
5.3.2
You bear all responsibility for your User Submissions. You represent and warrant that you have all rights necessary to grant to TNG the license above and that your User Submissions do not violate this Section, the rights of any third party, or applicable law.
6. TNG Photography and Recordings
6.1
You grant the TNG Parties (as hereinafter defined) the irrevocable right (but not the obligation) to, and to license others to, film, tape and/or photograph, and record your attendance at and/or participation in Audition activities (such recordings, the “Recordings”).
6.2
Further, you grant the TNG Parties the irrevocable right (but not the obligation) to use, reproduce, archive, edit, translate, create derivative works of, make available, distribute, sell, display, perform, transmit, broadcast and in any other way exploit those Recordings, and any names, images, voices, likenesses and other identifying information of you incorporated in the Recordings, in any form, media, software, or technology of any kind now known or developed in the future, including, without limitation, for developing, manufacturing, and marketing products or services. You hereby waive any rights of inspection or approval and any moral rights you may have in the Recordings.
6.3
You understand that your appearance in the Recordings and any and all contributions created or to be created by you at any time in connection with the Recordings, (collectively, with the Recordings, the “Material”) shall be a work-made-for-hire specially ordered or commissioned as a part of a motion picture or other audiovisual work for TNG, and TNG is and shall be deemed the author thereof pursuant to United States Copyright Law. Accordingly, TNG shall have and own all rights (including, without limitation, all copyrights and rights of publicity) in and to the Material, including, without limitation, any Material that you or any other applicant may create, have, use or provide to TNG in connection therewith. The Recordings, Material, and User Submissions may be referred to herein collectively as the “Audition Materials”.
7. Audition Materials
7.1
You agree that any exploitation of the Audition Materials or your appearance in Audition Materials may be edited, cut, rearranged, adapted, dubbed or otherwise revised by TNG in connection with the Development Program, the marketing, advertising, and/or promotion of TNG, its talent, and their clients (each, a “TNG client”) or in any manner whatsoever, and that any such use will not entitle you to receive any wages, benefits, fees or other compensation.
7.2
TNG has no obligation to review your Audition Materials or to use your Audition Materials in any manner whatsoever. TNG has the right, but not the obligation to use any of the rights granted by you herein.
7.3
TNG reserves the right to determine, in its sole discretion, if you are eligible to proceed in the audition process. TNG may, at its sole and absolute discretion, select any eligible person to advance to any round of the auditions. TNG reserves the right in its sole discretion to modify or change the eligibility requirements hereunder from time to time and such modifications will be effective upon posting to the Platform.
9. Acceptable Use
9.1
Without limiting any other provision in these Terms, you agree NOT to do any of the following, or assist others in doing any of the following:
9.1.1
Access the Platform using any interface other than as operated or branded by TNG;
9.1.2
Maintain any link to the Platform or Auditions that TNG asks you to remove, in its sole discretion;
9.1.3
Frame the Auditions, make the Auditions available via in-line links, otherwise display the Auditions in connection with an unauthorized logo or mark, or do anything that could falsely suggest a relationship between TNG or its affiliates and any third party or potentially deprive TNG of revenue (including, without limitation, revenue from advertising, branding, or promotional activities);
9.1.4
Threaten, defame, stalk, abuse, or harass other persons or engage in illegal activities, or encourage conduct that would constitute a criminal offense or give rise to civil liability;
9.1.5
Transmit any material that is inappropriate, profane, vulgar, offensive, false, disparaging, defamatory, obscene, illegal, sexually explicit, racist, that promotes violence, racial hatred, or terrorism, or that TNG deems, in its sole discretion, to be otherwise objectionable;
9.1.6
Violate any person’s or entity’s legal rights (including, without limitation, intellectual property, privacy, right to one’s image, and publicity rights), transmit material that violates or circumvents such rights, or remove or alter intellectual property or other legal notices;
9.1.7
Transmit files that contain viruses, spyware, adware, or other harmful code;
9.1.8
Advertise or promote goods, services, TNG, or Auditions without TNG’s permission (including, without limitation, by sending unsolicited email);
9.1.9
Remove, modify, disable, block or otherwise impair any advertising in connection with the Auditions;
9.1.10
Interfere with another user’s participation in the Auditions or otherwise disrupt the Auditions;
9.1.11
Disassemble, decompile or otherwise reverse engineer any software or other technology included on the Platform or used to provide the Auditions;
9.1.12
Transmit, collect, or access personally identifiable information about other users without the consent of those users and TNG;
9.1.13
Engage in unauthorized spidering, “scraping,” data mining or harvesting of content, or use any other unauthorized automated means to gather data from or about the Auditions;
9.1.14
Impersonate any person or entity or otherwise misrepresent your affiliation or the origin of materials you transmit;
9.1.15
Remove, avoid, interfere with, or otherwise circumvent any access control measures for the Auditions, including password-protected areas and geo-filtering mechanisms, or any digital rights management measures used in connection with content; or
9.1.16
Access any portion of the Platform that TNG has not authorized you to access (including password-protected areas), link to password-protected areas, attempt to access or use another user’s account or information, or allow anyone else to use your account or access credentials.
9.2
If you violate this section, TNG may terminate your access to the Platform and/or Auditions without notice and take any other actions or seek any remedies permitted by law.
10. Access to Auditions, Open Calls, and Accounts (Where Applicable)
TNG may take any of the following actions in its sole discretion at any time, and without giving you prior notice:
10.1
Change or discontinue the Auditions;
10.2
Change how TNG offers and operates Auditions;
10.3
Remove content from the Platform;
10.4
Restrict, suspend or terminate your access to one or more Auditions, the Platform, or features thereof; and
10.5
Deactivate your accounts and delete all related information and files in your accounts or associated with you.
11. Representations and Warranties
You represent and warrant that: (i) you are the copyright owner of the User Submission, (ii) the User Submission is your own original, previously unpublished, and previously unproduced work; (iii) the User Submission is wholly original to you and as of the date of submission, is not the subject of any actual or threatened litigation or claim; (iv) the User Submission neither infringes upon nor violates the intellectual property rights, privacy rights or other rights of any other person or entity, including the right to a third party’s image; (v) the User Submission does not and will not violate any applicable laws, and meets the User Submission requirements. User Submissions must not contain any unauthorized third party owned material, including, but not limited to, trademarks, logos, music, copyrighted photos and the like. Additionally, you represent and warrant that you will not acquire any trademark rights, copyrights, or any other rights in the trademarks, trade names, logos or other intellectual property of TNG or any of its affiliates.
12. Intellectual Property; Limited Use License
12.1
This service is protected by intellectual property and other laws in the U.S. and in other countries. You must comply with all such laws and applicable copyright, trademark or other legal notices or restrictions. You shall not remove or alter any copyright, trademark, or other legal notices marked on the Platform. As between you and TNG, TNG will retain all right, title, and interest in and to the Platform. No transfer of ownership to any portion of the Platform shall be made as a result of any access you are granted. Except as specifically provided below, we reserve all rights to the Platform.
12.2
Subject to your compliance with these Terms, TNG hereby grants, and you hereby accept, a limited, non-exclusive license to access and view the Platform for personal, non-commercial purposes in accordance with these Terms. You may not build a business or other enterprise utilizing any part of the Platform, whether for profit or not. Except as expressly authorized by us in writing, you may not either directly or through the use of any software, device, internet site, web-based service or other means download, stream capture, store in a database, archive or otherwise copy any part of the Platform; upload, sell, rent, lease, lend, broadcast, transmit or otherwise disseminate, distribute, display or perform any part of the Platform; license or sublicense any part of the Platform; or in any way exploit any part of the Platform. In addition, except as expressly authorized by us in writing, you are strictly prohibited from modifying the Platform; creating, distributing or advertising an index of any significant portion of the Platform; or otherwise creating derivative works or materials that otherwise are derived from or based in any way on the Platform.
13. Nature of Relationship / Waiver of Equitable Relief
13.1
Any similarity between an unsolicited submission and any elements in any TNG or TNG talent’s creative work is purely coincidental.
13.2
TNG, its talent, and TNG Clients have wide access to ideas, stories, designs, and other literary materials, and new ideas are constantly being submitted or being developed by its own employees. Many ideas may be competitive with, similar or identical to the User Submissions and/or each other in theme, idea, format or other respects. You will not be entitled to any compensation as a result of the use by TNG of any such similar or identical material. TNG does not now and shall not have in the future any duty or liability, direct or indirect, vicarious, contributory, or otherwise, with respect to the infringement or protection of the copyright in and to the User Submission. With respect to any claim by you relating to or arising out of the actual or alleged exploitation or use of any User Submission, Recordings, Material, or other material submitted in connection with the Auditions by TNG, TNG Talent, or TNG Clients, the damage, if any, thereby caused to you will not be irreparable or otherwise sufficient to entitle you to seek injunctive or other equitable relief or in any way enjoin the production, distribution, exhibition or other exploitation of the auditions, TNG productions, TNG Client productions, or any other production based on or allegedly based on the auditions, TNG productions or TNG Client productions, and your rights and remedies in any such event shall be strictly limited to the right to recover damages, if any, in an action at law.
14. Indemnification
You will defend, indemnify and hold harmless TNG, its affiliates, its talent, and TNG Clients and their respective directors, officers, employees, shareholders, vendors, partners, contractors, agents, licensors or other representatives and all of their successors and assigns (collectively, the “TNG Parties”) with respect to all third party claims, costs (including attorney’s fees and costs), damages, liabilities, and expenses or obligations of any kind, arising out of or in connection with (i) your use or misuse of the Platform and/or Auditions (including, without limitation use of your account, whether or not authorized by you, and claims arising from User Submissions), and/or (ii) any breach or alleged breach by you of any of the warranties, representations or agreements hereunder. TNG retains the right to assume the exclusive defense and control of any claim subject to indemnification, and in such cases you agree to cooperate with TNG to defend such claim. You may not settle any claim covered by this section without TNG’s prior written approval.
15. Disclaimers; Limitation of Liability
15.1
These Auditions are subject to all applicable federal, state/provincial/territorial, and local laws. TNG shall have no liability whatsoever for, and shall be held harmless by you against any liability for any injuries, losses or damages of any kind to person(s) (including death) or property resulting in whole or in part, directly or indirectly, as a result of participating in these Auditions or any related activity. You hereby waive any right to claim ambiguity in the Auditions or a Privacy Policy.
15.2
The TNG Parties do not warrant: (1) that the Platform, any of the Platform’s functions, or any content will be uninterrupted or free of errors or omissions; (2) that defects will be corrected; (3) that the Platform or the servers hosting them are free of viruses or other harmful code; or (4) that the Platform or information available through the Platform will continue to be available. The TNG Parties shall have no liability for any such issues. To the greatest extent permitted by law, the TNG Parties disclaim any express or implied warranties, including, without limitation, noninfringement, merchantability, fitness for a particular purpose, title, and as to quality, availability and subject matter of content. The Platform, including all content and functions made available on, accessed through, or sent from the Platform are provided “as is,” “as available,” and “with all faults.”
15.3
The TNG Parties will not be liable for any failure or delay in their performance due to any cause beyond their reasonable control, including acts of war, acts of god, acts of third parties, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act, power failure, or failure of the internet or computer equipment.
15.4
The TNG Parties will not be liable to you or anyone else for any special, indirect, incidental, exemplary, punitive or consequential damages in connection with the Auditions, Platform, your use of the Platform (including their functions and content), these terms or your Audition Materials, even if foreseeable or even if one or more of the TNG Parties has been advised of the possibility of such damages (including, without limitation, whether caused in whole or in part by negligence, gross negligence, or otherwise, but excluding willful misconduct). You assume these risks by use of this Platform, participation in the Auditions, and disclaim the right to enjoin the TNG Parties or their productions.
15.5
If you incur any damages that arise out of the TNG Parties’ acts or omissions, the damages, if any, are not irreparable and are not sufficient to entitle you to an injunction or other equitable relief restricting operation of the Platform or any other service, property, product, business, program, media, motion picture, advertising, or other content owned or controlled by the TNG Parties.
17. Disputes; Arbitration
17.1
If you have any dispute with or claim against TNG or any of its affiliates, or if TNG has a dispute with or claim against you, in either case arising out of or relating to the Auditions or these Terms (a “Claim”), and the Claim is not resolved by calling (702) 956-7711, you and TNG each agree to resolve such Claim through an individual binding arbitration, where permitted by law, or through an individual action in small claims court in the U.S. county (or parish) of your residence or in Las Vegas, Nevada. To the greatest extent permitted by law, class arbitrations and class actions are not permitted, and your Claim may not be consolidated with any other person’s claim. TNG and you agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and TNG are each waiving the right to a trial by jury or to participate in a class action. This section shall survive termination of these Terms or any participation that you may have to any of the Auditions.
17.2
Before the commencement of an arbitration or the filing of a small claims court action with respect to a Claim, you must first send to TNG a written notice of your claim or TNG must send a written notice of TNG’s claim to you ("Notice"). Your Notice must (1) be sent by certified mail; (2) be addressed to: TNG Agency, Attn: General Counsel, 9275 Russell Road #215, Las Vegas, NV 89148; (3) describe the nature of your Claim; and (4) specify the damages or other relief you seek. If TNG and you do not resolve the Claim within thirty (30) days after TNG’s receipt of Notice is received, either TNG or you may commence an arbitration or file a small claims court action to resolve the Claim.
17.3
Any such arbitration shall be administered by Judicial Arbitration and Mediation Services (“JAMS”) pursuant to its Comprehensive Arbitration Rules and Procedures, in accordance with the Expedited Procedures set forth therein, including rules 16.1 and 16.2 of those rules, before a single neutral arbitrator. In circumstances in which the JAMS rules provide for an in-person hearing, such hearing will take place in Las Vegas, Nevada.
18. MISCELLANEOUS
18.1
TNG may be required by state/provincial/territorial or federal law to notify you of certain events. Such notices will be effective upon TNG’s posting them on the applicable Platform or delivering them to you via email. If you do not provide TNG with accurate information, TNG will not be responsible for failure to notify you. TNG’s failure to exercise or enforce any right or provision in these Terms will not constitute a waiver of such right or provision. These Terms, including all additional terms, conditions, and policies posted in connection with the Auditions constitute the entire agreement between TNG and you and supersede all prior agreements with respect to the subject matter hereof. Nothing in these Terms affects any non-waivable statutory rights that apply to you. If any part of these Terms is determined to be invalid or unenforceable under applicable law, that provision will be removed, and the remainder of the Terms will continue to be valid and enforceable.
18.2
You authorize TNG to provide information concerning you and your activities to comply with applicable laws or respond to court orders, subpoenas, or other lawful requests, or if TNG believes doing so would protect your safety or that of another person, protect the security of the Auditions, or as otherwise described in the Privacy Policy.
18.3
These terms will survive any termination of your access to the Auditions, whether TNG terminates your access or you voluntarily discontinue your use/participation.
If the person participating in the auditions and/or seeking representation is under 18 years of age:
Parental acknowledgement and agreement (if applicable)
I represent and warrant that I am the parent or guardian of the minor whose name appears on the previous page. I acknowledge that I have read the foregoing terms (“Terms”) and am familiar with each and all of the terms contained therein, I am satisfied that the Terms are fair and equitable, and I hereby give my express consent to the agreement by my child/ward and will not revoke my consent at any time. I hereby release the Agency Parties as defined above from any claims and/or causes of action I may have against them of any nature whatsoever. I hereby fully and unconditionally guarantee the performance of my child's/ward's obligations and the grant of rights in and to the results and proceeds of my child's/ward's activities as set forth above. In the event my child/ward fails to observe or perform any or all of their obligations pursuant to these Terms or otherwise seeks to disaffirm, I hereby agree to indemnify and hold harmless the Agency Parties from and against all damages, costs, liability or expenses, including, without limitation, reasonable attorneys’ fees, arising therefrom.
