Effective Date: October 1, 2019
This document was written in English. To the extent any translated version of this agreement conflicts with the English version, the English version supersedes.
1. Welcome to ActorKlass!
As used in the Agreement, “You” or “Client” means the individual or entity using the Services (and/or any individual, entity or successor entity, agency or network acting on your behalf), “We,” “Us” or “ActorKlass” and “the Parties” means you and ActorKlass.
2. Access to the Services; ActorKlass Accounts
Your use of the Services is subject to your creation and our approval of a ActorKlass account (an “Account”). We have the right to refuse or limit your access to the Services. By submitting an application to use the Services, if you are an individual, you represent that you are at least 18 years of age. You may only have one Account.
3. Using our Services
You may use our Services only as permitted by this Agreement and any applicable laws. You must not misuse our Services. For example, you must not interfere with our Services or try to access them using a method other than the interface and the instructions that we provide. You agree that you will not use ActorKlass as follows:
- You will not use any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Site or the Service in a manner that it will send more request messages to ActorKlass servers than a human can reasonably produce in the same period of time by using a conventional online web browser (except that ActorKlass grants the operators of public search engines revocable permission to use spiders to copy materials from the publicly available searchable indexes of the materials, not from caches or archives of such materials);
- You will not attempt to interfere with or compromise the system’s integrity or security, or decipher any transmissions to or from the servers running the Site, Software, or Service;
- You will not take any action that imposes, or may impose at our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
- You will not upload invalid data, viruses, worms or other software agents through the Service or Software;
- You will not collect or harvest any personally identifiable information, including account names, from the Service or Software;
- You will not access the Site or Service through any technology or means other than those provided or authorized by the Service or Software;
- You agree not to stalk, harass, bully or harm another individual who uses our Site or Service;
- You agree not to impersonate any person or entity or misrepresent your affiliation with a person or entity;
- You agree to use our Actor Support Services and Classes only in a safe manner and in compliance with all laws, you explicitly agree that you will not use ActorKlass for any criminal communications or for transmitting any child pornography;
- You agree that you will not hold ActorKlass responsible for your use of our Site or Actor Support Services and Classes;
- You agree not to violate any requirements, procedures, policies or regulations of networks connected to ActorKlass;
- You agree not to interfere with or disrupt the Site, Software, or Service;
- You agree not to hack, spam or phish us or other users;
- You agree to provide truthful and accurate Content;
- You agree to not violate any law or regulation and you are responsible for such violations;
- You will not use our Site or Actor Support Services and Classes to post any false, misleading, unlawful, defamatory, obscene, invasive, threatening, harassing, inflammatory, or fraudulent content;
- You agree not to cause, or aid in, the destruction, manipulation, removal, disabling, or impairment of any portion of our Site, including the deindexing or de-catching of any portion of our Site from a third party’s website, such as by requesting its removal from a search engine;
- You will not upload any content to our Site or Software that includes any third party intellectual property unless you have permission from the owner to use it in the specific manner that you used it.
4. Changes to our Services; Changes to the Agreement
We are constantly changing and improving our Services. We may add or remove functionalities or features of the Services at any time, and we may suspend or stop a Service altogether. We may modify the Agreement at any time. We’ll post any modifications to the ActorKlass Terms on this page and any modifications to the ActorKlass Privacy Policies on the respective page. Changes will not apply retroactively and generally will become effective 7 days after they are posted. However, changes addressing new functions for a Service or changes made for legal reasons will be effective immediately. If you don’t agree to any modified terms in the Agreement, you’ll have to stop using the affected Services.
When you make your first payment using a credit card, you
automatically enter our auto pay program, which allows us to automatically
collect payments on your bills.
Client will pay all charges incurred in connection to the Services, in immediately available funds or as otherwise approved by ActorKlass, within a commercially reasonable time-period specified by ActorKlass. Late payments bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Charges are exclusive of taxes. Customer will pay (i) all taxes and other government charges and (ii) reasonable expenses and attorneys’ fees ActorKlass incurs in collecting late payments. Charges are solely based on ActorKlass measurements for the Services and the applicable billing metrics. Any portion of a charge not disputed in good faith must be paid in full. No party may offset any payment due under these Terms against any other payment to be made under these Terms. ActorKlass may, in its sole discretion, extend, revise or revoke credit at any time. If ActorKlass does not deliver the Services, the Client’s sole remedy is to make a claim for account credits within 60 days after the invoice date (“Claim Period”), after which ActorKlass will issue the credits following claim validation which must be used by the Use By Date.
If you don’t pay your invoice within 7 days your account will be blocked and you will not be able to use the Services until you’ve pay in full your pending invoices.
6. Refer a Friend Program
Credit on a recommended account may not be purchased with
any existing ActorKlass client’s payment details. ActorKlass reserves the right
to refuse to award referral bonus if we suspect fraudulent activity. Bonus
credit will not be applied retrospectively. We reserve the right to withdraw
this offer at any time or to remove any unused credit.
If you wish to use paid advertising (e.g. Google AdWords) with your share links you may not use it as a landing page directly or via a redirect, and must instead create a page on your own site to encourage visitors to use your referral link. You may not bid on keywords containing our brand terms (e.g. “ActorKlass”, “actorklass.com”, etc.) and may not include them in your ad text/graphics.
In order to redeem your bonuses as cash you must have a verified PayPal account. The username on the PayPal accounts must match the username on the ActorKlass account to redeem the bonus as cash. Payouts will be done once a week on Thursday at 5:00 pm PST, requests for payout must be submitted by 3:00 pm PST on that day. Any request received after the deadline, will automatically fall to the next week.
ActorKlass reserves the right to refuse payout if fraudulent activity is suspected. All payments of bonus credits are final. No refunds or transfers will be issued.
If any local, state, federal, public or quasi-public governmental entity or its political subdivision imposes any taxes, fees, surcharges, or other charges or obligations on ActorKlass resulting from ActorKlass sale of Services or Client’s use of Services, Client shall pay any such obligations (Additional Charges) and indemnify ActorKlass from any liability or expense associated with the Additional Charges.
8. Intellectual Property; Brand Features
Other than as set out expressly in the Agreement, neither
party will acquire any right, title or interest in any intellectual property
rights belonging to the other party or to the other party’s licensors.
If ActorKlass provides you with (Actor Support Services, Acting Technique-Tools, Working Actors Teaching Live Online) related to the Services, we grant you a nonexclusive, non-sub licensable license for use of such (Actor Support Services, Acting Technique-Tools, Working Actors Teaching Live Online). This license is for the sole purpose of enabling you to use and enjoy the benefits of the Services as provided by ActorKlass, in the manner permitted by the Agreement. You may not copy, modify, distribute, sell, or lease any part of our Services or included (Actor Support Services, Acting Technique-Tools, Working Actors Teaching Live Online), nor may you reverse engineer or attempt to extract the source (Actor Support Services, Acting Technique-Tools, Working Actors Teaching Live Online), unless laws prohibit those restrictions or you have our written permission. You will not remove, obscure, or alter ActorKlass copyright notice, Brand Features, or other proprietary rights notices affixed to or contained within any ActorKlass services, software, or documentation.
We grant you a nonexclusive, non-sub licensable license to use ActorKlass trade names, trademarks, service marks, logos, domain names, and other distinctive brand features (“Brand Features”) solely related to your use of the Services and in accordance with the Agreement. We may revoke this license at any time. Any goodwill arising from your use of ActorKlass Brand Features will belong to ActorKlass. We may include your name and Brand Features in our presentations, marketing materials, customer lists and financial reports.
You agree not to disclose ActorKlass Confidential Information without our prior written consent. “ActorKlass Confidential Information” includes: (a) all ActorKlass software, technology, and documentation relating to the Services; (b) Actor Support Services relating to content and Service performance; (c) the existence of, and information about, ActorKlass Acting Technique-Tools; (d) the IP of Working Actor Teaching Live Online; and (e) any other information made available by ActorKlass that is marked confidential or would normally be considered confidential under the circumstances in which it is presented. ActorKlass Confidential Information does not include information that you already knew prior to your use of the Services, that becomes public through no fault of yours, that was independently developed by you, or that was lawfully given to you by a third party.
You agree to defend, indemnify and hold harmless ActorKlass its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from:
- your use of and access to the ActorKlass Site and Service;
- your violation of any term of these Terms of Service;
- your violation of any third party right, including without limitation any copyright, property, or privacy right; or
- any claim that any of your Content caused damage to a third party.
This defense and indemnification obligation will survive this Agreement and your use of the ActorKlass Services. You also agree that you have a duty to defend us against such claims and we may require you to pay for an attorney(s) of our choice in such cases. You agree that this indemnity extends to requiring you to pay for our reasonable attorneys’ fees, court costs, and disbursements. In the event of a claim such as one described in this paragraph, we may elect to settle with the party/parties making the claim and you shall be liable for the damages as though we had proceeded with a trial.
You may terminate the Agreement at any time by contacting us. The Agreement will be considered terminated with at least 14 days prior to your automatic subscription renewal date, and ActorKlass receipt of your notice.
If you terminate the Services, you may be liable of payment for the last month of service. You will pay your current balance to us approximately within 60 days after the end of the calendar month in which the Agreement is terminated.
ActorKlass may at any time terminate the Agreement, or suspend or terminate the Services for any reason. If we terminate the Agreement due to your breach or due to invalid activity, we may withhold paid amounts. If you breach the Agreement or ActorKlass suspends or terminates your Account, you will not be allowed to create a new Account.
13. Representations; Warranties; Disclaimers
You represent and warrant that (i) you have full power and
authority to enter into the Agreement; (ii) you are the student/client for, or
parent, legal guardian, family member, caregiver, friend, or are legally
authorized to act on behalf of the student/client for, all ActorKlass Actor Support
Services and Classes; (iii) you are the decision
maker in relation to all ActorKlass Actor Support Services and Classes on which
services are implemented and that you have control over the way in which the
services are implemented for all ActorKlass Actor Support Services and Classes;
(iv) ActorKlass has never previously terminated or otherwise disabled an
account created by you due to your breach of the Agreement or due to invalid
activity; (v) entering into or performing under the Agreement will not violate
any agreement you have with a third party, or any third-party rights; and (vi) all
of the information provided by you to ActorKlass is correct and current.
OTHER THAN AS IT IS EXPRESSLY SET OUT IN THE AGREEMENT, WE DO NOT MAKE ANY PROMISES ABOUT THE ACTOR SUPPORT SERVICES AND CLASSES. FOR EXAMPLE, WE DON’T MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE ACTOR SUPPORT SERVICES AND CLASSES, THE SPECIFIC FUNCTION OF THE ACTOR SUPPORT SERVICES AND CLASSES, OR THEIR PROFITABILITY, RELIABILITY, AVAILABILITY, UNDERSTANDABILITY, EFFECTABILTY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE EACH ACTOR SUPPORT SERVICE AND CLASS “AS IS”. TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES, EXPRESS, STATUTORY OR IMPLIED. WE EXPRESSLY DISCLAIM THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
14. Limitation of Liability
TO THE EXTENT PERMITTED BY LAW, EXCEPT FOR ANY INDEMNIFICATION OBLIGATIONS HEREUNDER OR YOUR BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS, CONFIDENTIALITY OBLIGATIONS AND/OR PROPRIETARY INTERESTS RELATING TO THE AGREEMENT, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THE AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND (ii) EACH PARTY’S AGGREGATE LIABILITY UNDER THE AGREEMENT IS LIMITED TO THE NET AMOUNT RECEIVED AND RETAINED BY THAT PARTICULAR PARTY IN CONNECTION WITH THIS AGREEMENT DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. Each party acknowledges that the other party has entered into the Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties.
Entire Agreement; Amendments: The Agreement is our entire agreement relating to your use of the Services and supersedes any prior or contemporaneous agreements on that subject. This Agreement may be amended (i) in a writing signed by both parties that expressly states that it is amending the Agreement, or (ii) as set forth in Section 4, if you keep using the Services after ActorKlass modifies the Agreement.
Assignment: You may not assign or transfer any of your rights under the Agreement.
Independent Contractors: The parties are independent contractors and the Agreement does not create an agency, partnership, or joint venture.
No Waiver: Other than as set forth in Section 5, the failure of either party to enforce any provision of the Agreement will not constitute a waiver.
Severability: If it turns out that a particular term of the Agreement is not enforceable, the balance of the Agreement will remain in full force and effect.
Survival: Sections 8, 10, 11, 12, 14, and 15 of these ActorKlass Terms will survive termination.
Governing Law; Venue: All claims arising out of or relating to this Agreement or the Services will be governed by California law, excluding California’s conflict of laws rules, and will be litigated exclusively in the federal or state courts of Los Angeles, CA, USA, and you and ActorKlass consent to personal jurisdiction in those courts.
Force Majeure: Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the party’s reasonable control.
If you have any questions about these Terms & Conditions, please contact us at firstname.lastname@example.org. You may also contact us by mail at 5630 Van Nuys Blvd., Ste 1511, Sherman Oaks, Ca 91401.
Effective Date: October 1, 2019