Last updated on August 21, 2020
Workshop Guru, LLC d/b/a Acting Resource Guru (“Acting Resource Guru”) provides reviews of and ratings for a variety of casting directors, acting workshops, acting schools, and similar services related to actors in the entertainment industry (collectively, “Service Providers”) to You, the user (“You”), to allow You the opportunity to read about the experiences other users have had with these Service Providers and to provide Your own reviews of and ratings for the Service Providers You use.
In order to use the Service (as defined below), You must read and accept all of the terms and conditions in, and linked to, this Membership Agreement (this “Agreement”), which may be modified by Acting Resource Guru from time to time at our sole discretion. All modifications will be posted on www.ActingResourceGuru.com (our “Website”), and such modifications will become effective immediately upon the posting thereof. It is Your responsibility to review this Agreement on a regular basis to keep yourself informed of any modifications. We strongly recommend that, as You read this Agreement, You also access and read the linked information. By accepting this Agreement, You also agree that Your use of some Acting Resource Guru-branded websites or other websites we operate may be governed by separate membership agreements and privacy policies. BY ACCEPTING THE TERMS OF THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY ALL OF THE TERMS, CONDITIONS AND NOTICES CONTAINED IN THIS AGREEMENT JUST AS IF YOU HAD SIGNED THIS AGREEMENT.
1. ACTING RESOURCE GURU SERVICE
Acting Resource Guru provides reviews of and ratings for a variety of Service Providers based upon the actual, first-hand experiences other users have had with these Service Providers and also provides You with the opportunity to provide Your own reviews of and ratings for the Service Providers You use (collectively, the “Service”). The Service is currently comprised of two types of subscriptions—monthly and annual.
2. REGISTRATION INFORMATION
As a condition of Your use of the Service, You agree to (a) provide Acting Resource Guru with true, accurate, current and complete information as prompted by the Acting Resource Guru’s registration forms, when registering for or using the Service, and (b) update and maintain the truthfulness, accuracy and completeness of such information.
3. MINIMUM AGE
If You are under the age of eighteen (18), You are prohibited from using or registering for the Service without the permission of an adult guardian.
4. USE VOID WHERE PROHIBITED
Membership in the Service is void where prohibited.
6. SERVICE FEES AND BILLING METHODS; AUTOMATIC RENEWAL
Acting Resource Guru will charge You a membership fee in order to provide the Service (the “Membership Fee”). You acknowledge that Acting Resource Guru reserves the right, at any time, to modify its Membership Fees and billing methods. Membership Fees for access to the Service may be made either on a monthly or annual basis. Once a membership is purchased, You will be granted access to the Service for one subscription. Monthly Membership Fees and Annual Membership Fees may only be paid in advance by credit card or debit card. The terms of such monthly and annual membership plans are listed below. UNLESS SUCH MEMBERSHIP PLAN IS CANCELLED OR TERMINATED AS PROVIDED BELOW, ALL MEMBERSHIP PLANS WILL BE AUTOMATICALLY RENEWED UPON THE TERMS SET FORTH BELOW.
Monthly Payment Plan:
IF YOU SELECT THE MONTHLY PAYMENT PLAN, EACH MONTH ACTING RESOURCE GURU WILL AUTOMATICALLY RENEW YOUR MEMBERSHIP ON A MONTH-TO-MONTH BASIS AT THE MEMBERSHIP FEE (AS SUCH MEMBERSHIP FEE MAY BE MODIFIED AS PROVIDED ABOVE) USING THE CREDIT CARD, DEBIT CARD OR OTHER PAYMENT INFORMATION ON FILE WITH ACTING RESOURCE GURU. Each monthly renewal payment will take place on or about Your expiration date. If the renewal of Your monthly membership fails for any reason, we will attempt to process Your renewal for a period up to one hundred eighty (180) days in accordance with our standard renewal practices then in effect (which may be modified from time to time by Acting Resource Guru). Except as otherwise required by applicable law, You agree that Acting Resource Guru will not provide You with any notices prior to each monthly renewal payment.
Annual Payment Plan:
IF YOU SELECT THE ANNUAL PAYMENT PLAN, ACTING RESOURCE GURU WILL AUTOMATICALLY RENEW YOUR ANNUAL MEMBERSHIP FOR ONE YEAR AT THE MEMBERSHIP FEE FOR ANNUAL MEMBERSHIPS (AS SUCH MEMBERSHIP FEE MAY BE MODIFIED AS PROVIDED ABOVE) USING THE CREDIT CARD, DEBIT CARD OR OTHER PAYMENT INFORMATION ON FILE WITH ACTING RESOURCE GURU. Such annual renewal payment will take place on or about Your expiration date. If the renewal of Your annual membership fails for any reason, we will attempt to process Your renewal for a period up to one hundred eighty (180) days in accordance with our standard renewal practices then in effect (which may be modified from time to time by Acting Resource Guru). Except as otherwise required by applicable law, You agree that Acting Resource Guru will not provide You with any notices prior to each annual renewal payment.
If You received a free offer to access the Service on a trial basis, Acting Resource Guru will renew Your membership at the Membership Fee (as such Membership Fee may be modified as provided above) using the credit card, debit card or other payment information on file with Acting Resource Guru. All existing memberships will be renewed at the Membership Fee (as such Membership Fee may be modified as provided above) and will include access to the Service.
CANCELING YOUR MEMBERSHIP:
IF YOU DECIDE TO CANCEL YOUR MONTHLY OR ANNUAL MEMBERSHIP WITH THE SERVICE, YOUR CANCELLATION REQUEST MUST BE RECEIVED NO LATER THAN FIVE (5) DAYS PRIOR TO YOUR SCHEDULED MONTHLY OR ANNUAL RENEWAL PAYMENT DATE. YOU MAY CANCEL YOUR MONTHLY OR ANNUAL MEMBERSHIP FROM THE ACCOUNT SERVICES MENU ON THE WEBSITE OR BY PROVIDING ACTING RESOURCE GURU WITH WRITTEN NOTICE OF YOUR DESIRE BY E-MAIL AT mailto:[email protected]
Authorization to Update Credit Card Account Information; Account Updater:
7. ACCOUNT SECURITY
You will select a user ID and a password for Acting Resource Guru when You register. Your user ID and password may only be used by You and may not be transferred to or otherwise used by others. You are solely responsible for maintaining and protecting the confidentiality of Your user ID and password and are fully responsible for all activities that occur in connection with Your user ID and password.
8. LIMITED LICENSE TO WEBSITE
By agreeing to the terms and conditions of this Agreement, Acting Resource Guru grants You a limited, non-exclusive license to access and use the reviews and ratings offered by the Service for Your personal career and purchasing decisions. You acknowledge and agree that You will not access, reproduce, duplicate, copy, sell, re-sell, visit or otherwise exploit for any commercial, educational (or any other non-personal) purpose the reviews and/or ratings or any content related to the Website or Service, without the express written consent of Acting Resource Guru.
9. SUBMISSIONS OF REVIEWS
In order for You to submit Your own reviews and ratings on the Website, You acknowledge and agree that:
(a) all of Your reviews and ratings will be based upon Your actual, first-hand experiences with the Service Providers You are reviewing;
(b) all of Your reviews and ratings of the Service Providers that You are commenting on will be accurate, truthful and complete in all respects;
(c) You do not work for, own any interest in or serve on the board of directors of, any of the Service Providers for which You submit reviews and ratings;
(d) You do not work for, own any interest in or serve on the board of directors of any competitors of the Service Providers for which You submit reviews and ratings;
(e) You are not in any way related (by blood, adoption or marriage) to any of the Service Providers or any of their principals, employees, agents or contractors for which You submit reviews or ratings, and;
(f) Your name will not be made available to the Service Providers on which You report.
10. CONTENT LICENSE
Although Acting Resource Guru does not claim ownership of any of the reviews, ratings, communications, information, data, text or other materials You give us (collectively, the “Content”), by providing Content for the Website, You automatically grant, and You represent and warrant that You have the right to grant, to Acting Resource Guru an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, reproduce, adapt, modify and distribute such Content and to prepare derivative works of, or incorporate into other works, such Content, and to grant and to authorize sublicenses (through multiple tiers) of the foregoing. In addition, by providing Acting Resource Guru with Content, You automatically grant us all rights necessary to prohibit the subsequent aggregation, display, copying, duplication, reproduction or exploitation of the Content on our Website by You or by any other party.
11. PUBLICATION AND DISTRIBUTION OF CONTENT
Acting Resource Guru does not guarantee the accuracy, integrity, quality or appropriateness of any Content transmitted to or through the Service. You acknowledge that Acting Resource Guru simply acts as a passive conduit and an interactive computer service provider for the publication and distribution of Content and for the publication and distribution of any content posted by Service Providers in response to Content (“Service Provider Content”). You understand that all Content and Service Provider Content posted on, transmitted through or linked through the Service, are the sole responsibility of the person from whom such Content originated. You understand that Acting Resource Guru does not control and is not responsible for Content or Service Provider Content made available through the Service and that, by using the Service, You may be exposed to Content that is inaccurate, misleading, or offensive. You agree that You must evaluate and make Your own judgment, and bear all risks, associated with the use of any Content and Service Provider Content.
You further acknowledge that Acting Resource Guru has no obligation to screen, preview, monitor or approve any Content or Service Provider Content, or Content posted or submitted by any other Acting Resource Guru member or any Service Provider. However, Acting Resource Guru reserves the right to review and delete any Content that, in its sole and absolute judgment, violates the terms and conditions of this Agreement. By using the Service, You agree that it is solely YOUR RESPONSIBILITY to evaluate Your risks to bear associated with the use, accuracy, usefulness, completeness or appropriateness of any Content that You submit, receive, access, transmit or otherwise convey through the Service. Under no circumstances will Acting Resource Guru be liable in any way for any Content or Service Provider Content, including, but not limited to, any Content or Service Provider Content that contains any errors, omissions, defamatory statements or confidential or private information (including, but not limited to, health information) or for any loss or damage of any kind incurred as a result of the use of any Content or Service Provider Content submitted, accessed, transmitted or otherwise conveyed via the Service. You waive the right to bring or assert any claim against Acting Resource Guru relating to Content or Service Provider Content, and release Acting Resource Guru from any and all liability for or relating to any Content or Service Provider Content.
12. SERVICE PROVIDERS
Acting Resource Guru does not endorse and is not responsible or liable for any Content, Service Provider Content, data, advertising, products, goods or services available or unavailable from or through any Service Providers. You agree that, should You use or rely on such Content, Service Provider Content, data, advertisement, products, goods or services, available or unavailable from or through any Service Provider, Acting Resource Guru is not responsible or liable, indirectly or directly, for any damage or loss caused or alleged to be caused by or in connection with such use or reliance. Your dealings with, or participation in promotions of, any Service Provider, and any other terms, conditions, representations or warranties associated with such dealings, are between You and such Service Provider exclusively and do not involve Acting Resource Guru. You should make whatever investigation or other resources that You deem necessary or appropriate before hiring or engaging Service Providers.
You agree that Acting Resource Guru is not responsible for the accessibility or unavailability of any Service Provider or for Your interactions and dealings with them, You waive the right to bring or assert any claim against Acting Resource Guru relating to any interactions or dealings with any Service Provider, and You release Acting Resource Guru from any and all liability for or relating to any interactions or dealings with Service Providers.
13. YOUR CONDUCT
In connection with Your use of the Service, You represent and warrant that You:
(a) are above the age of eighteen (18);
(b) will abide by the letter and spirit of the terms and conditions of this Agreement and all applicable local, state, national or international laws;
(c) will not submit any reviews that may be considered by Acting Resource Guru to be unlawful, harassing, libelous, abusive, threatening, obscene, profane, hateful, offensive, harmful, vulgar, distasteful, defamatory, invasive of another person’s privacy or proprietary rights, or racially, ethnically or otherwise objectionable;
(d) will submit thorough and thoughtful reviews of the Service Providers You review (for example, submitting a review describing a service contractor as “He/She is great.” without additional commentary is not a thorough and thoughtful review);
(e) will not submit reviews that comment on other users or the reviews of other users;
(f) will not impersonate, or attempt to impersonate, any other person, falsify contact information, misrepresent a relationship with any person or entity, including misrepresenting a relationship with Acting Resource Guru, or otherwise attempt to mislead others as to the identity of the sender or the origin of a review or rating;
(g) will not submit reviews that are encrypted or that contain viruses, Trojan horses, worms, time bombs, spiders, cancelbots or other computer programming routines that are intended to damage, interfere with, disrupt, impair, disable or otherwise overburden our Website;
(h) will not access, download or copy any information contained on our Website through artificial means (including, but not limited to, spiders, hacking devices, computer programs, bots or other such means);
(i) will not post non-local or otherwise irrelevant Content, repeatedly post the same or similar Content or otherwise impose an unreasonable or disproportionately large load on our infrastructure;
(j) will not take any action that would undermine the review and rating process under the Service;
(k) will not attempt to gain unauthorized access to the Service, other user accounts, or other computer systems or networks connected to the Service;
(l) will not use the Service in any manner that infringes, misappropriates or violates any third party’s rights, including, but not limited to, transmitting any material that may infringe, misappropriate or violate a third party’s rights of publicity, contractual rights, fiduciary rights or intellectual property rights;
(m) will not use the Service in any way that could interfere with the rights of Acting Resource Guru or the rights of other users of the Service;
(n) have sufficient rights in and to all Content that You provide, transmit or otherwise convey to Acting Resource Guru in connection with the Service;
(o) agree not to re-sell or assign Your rights or obligations under this Agreement;
(p) will not reproduce, duplicate, copy, sell, re-sell or exploit any Content;
(q) will not access any Content for any commercial, educational or other purposes not related to Your personal career and purchasing decisions, without the prior written consent of Acting Resource Guru, which consent may be withheld by Acting Resource Guru in our sole and absolute discretion, and;
(r) grant us an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, reproduce, adapt, modify and distribute the Content and to prepare derivative works thereof, or to incorporate such Content into other works, and to grant and to authorize sublicenses of the foregoing.
The reviews and ratings that You provide do not reflect the views of Acting Resource Guru, its owners, managers, employees, agents, designees or other users. In addition, Acting Resource Guru retains the right, in its sole and absolute discretion, to determine whether or not Your use of the Service is consistent with the terms and conditions of this Agreement. Acting Resource Guru may suspend, restrict or terminate Your use of the Service and to refuse any future use of all or portions of the Service if Your use breaches or fails to comply with any of the terms and conditions of this Agreement. Additionally, Acting Resource Guru may seek any and all other remedies available to it, including (a) seeking injunctive relief with any court of competent jurisdiction to enjoin any breach or failure to comply with any of the terms and conditions of this Agreement, and/or; (b) if damages are ascertainable, seeking damages relating to any breach or failure to comply with any of the terms and conditions of this Agreement.
14. DISCLOSURE OF INFORMATION
Acting Resource Guru may make Your identifiable information, account information and the Content available to our employees, agents and third parties with whom we contract for use to handle Your account. In addition, Acting Resource Guru may provide non-personally identifiable aggregate statistics, unique identifiers, demographic and other anonymous information about You and Acting Resource Guru users to advertisers, Service Providers and other third parties. You agree that Acting Resource Guru may make such uses of information You provide or Acting Resource Guru collects.
You agree that Acting Resource Guru may access, preserve and disclose Your account information, any information provided by You to Acting Resource Guru, including, but not limited to, the Content for the purposes described in this Agreement, if required to do so by law or if, in good faith, Acting Resource Guru believes that such access, preservation or disclosure is reasonably necessary to: (a) comply with any legal process, including, but not limited to, an enforceable court order or lawful third-party subpoena; (b) enforce this Agreement; (c) respond to claims that any Content violates the rights of third parties, or; (d) protect the rights, property or personal safety of Acting Resource Guru, its users and/or the public.
As Acting Resource Guru continues to develop its business, it might sell or buy other companies or assets or be acquired or have substantially all of its assets acquired by a third party. In such transactions, customer information generally is one of the transferred business assets. You hereby consent to the transfer of Your information as one of the transferred assets and to be used for any purpose allowed under this Agreement.
15. TERM AND TERMINATION
THE INITIAL TERM OF THIS AGREEMENT WILL BE DEFINED IN YOUR MEMBERSHIP PLAN, AND WILL CONTINUE FOR AUTOMATIC SUBSCRIPTION RENEWALS THEREAFTER UNTIL TERMINATION BY EITHER PARTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
If Acting Resource Guru deems it necessary, in its sole and absolute discretion, Acting Resource Guru may immediately terminate this Agreement, Your account and Your access to the Service. If Acting Resource Guru merely terminates Your account for its convenience and You are not in breach of this Agreement, Acting Resource Guru will refund Your membership fees on a pro rata basis from the date of such termination to the end of the then current term.
Termination of Your account will include removal of Your access to all offerings of the Service, deletion of Your password, deletion of all related information and files, may include the deletion of the Content associated with Your account (or any part thereof), and barring Your further use of the Service.
16. MODIFICATION OF TERMS AND CONDITIONS
Acting Resource Guru will have the right to modify and restate the terms and conditions of this Agreement, and such modification(s) will be effective immediately upon being posted on our Website (www.ActingResourceGuru.com). Acting Resource Guru will make note of the date of the last update to the Agreement on the first page of this Agreement. You are responsible for reviewing these terms and conditions regularly. Your continued use of the Service after such modifications will be deemed to be Your conclusive acceptance of all modifications to this Agreement. If You are dissatisfied as a result of such modification(s), Your only recourse is to immediately discontinue use of the Service.
17. MODIFICATION, LIMITATION AND DISCONTINUANCE OF SERVICE
Acting Resource Guru reserves the right, at any time, to limit access to, modify, change or discontinue the Service with or without notice to You, and we shall not be liable to You for any such modification, suspension or discontinuance of the Service. You agree that Acting Resource Guru will not be liable to You or to any third party for any such limitation, modification, change, suspension or discontinuance of the Service. You agree that Acting Resource Guru may establish general practices, policies and limits, which may or may not be published, concerning the use of the Service, including without limitation, the time that reviews and ratings will be retained, the maximum number of reviews and ratings that may be sent from an account, the length of reviews and ratings sent, and the maximum number of times and the maximum duration for which You may access the Service in a given period of time. You agree that Acting Resource Guru has no responsibility or liability for the deletion or failure to store any reviews, ratings or other communications maintained or transmitted by or through the Service. You agree that Acting Resource Guru has the right to change these general practices and limits at any time, in its sole and absolute discretion, with or without notice.
The Service may be subject to limitations, delays and other problems inherent in the use of the Internet and electronic communications. Acting Resource Guru is not responsible for any delays, failures or other damage resulting from such problems.
19. USER FEEDBACK
Acting Resource Guru appreciates hearing from You, as well as our other users, and welcomes Your comments regarding our Service. Please be advised, however, that our policy does not permit us to accept or consider creative ideas, suggestions, or materials other than those which we have specifically requested. Although we do value Your feedback on our Service, please be specific in Your comments regarding our services and do not submit creative ideas, suggestions or materials. If, despite our request, You send us creative suggestions, ideas, drawings, concepts or other information (collectively, the “Submissions”), such Submissions will be the property of Acting Resource Guru. In addition, none of the Submissions will be subject to any obligations of confidentiality, and Acting Resource Guru will not be liable for any future use or disclosure of such Submissions.
20. COPYRIGHT MATERIALS
Aside from user-submitted Content and Service Provider Content, all other materials and other information on the Website, including, but not limited to, all text, graphics, logos, icons, images, audio clips, video clips, audio-visual clips, downloads, data compilations and software (collectively, the “Copyright Materials”) are the exclusive property of Acting Resource Guru and/or its licensors and are protected by all United States and international copyright laws.
21. WARRANTY DISCLAIMER
You understand and agree that THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THAT ACTING RESOURCE GURU ASSUMES NO RESPONSIBILITY OR LIABILITY FOR THE TIMELINESS, DELETION OF CONTENT OR FAILURE BY THE SERVICE. ACTING RESOURCE GURU EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OR ANY WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS, (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (D) ANY CONTENT OR INFORMATION YOU PROVIDE OR ACTING RESOURCE GURU COLLECTS WILL NOT BE DISCLOSED, OR (E) ANY ERRORS IN ANY SERVICE WILL BE CORRECTED. YOU AGREE THAT USE OF THE SERVICE AND THE WEBSITE IS AT YOUR OWN RISK. In some jurisdictions, disclaimers of implied warranties are not permitted. In such jurisdictions, some of the foregoing disclaimers may not apply to You as they relate to implied warranties.
22. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT ACTING RESOURCE GURU WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF ACTING RESOURCE GURU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) (COLLECTIVELY, “DAMAGES”), RESULTING FROM: (A) THE USE OR INABILITY TO USE THE SERVICE; (B) THE COST OF ANY GOODS AND/OR SERVICES PURCHASED OR OBTAINED AS A RESULT OF THE USE OF THE SERVICE; (C) DISCLOSURE OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR INFORMATION OR CONTENT; (D) CONTENT YOU SUBMIT, RECEIVE, ACCESS, TRANSMIT OR OTHERWISE CONVEY THROUGH THE SERVICE; (E) STATEMENTS OR CONDUCT OF ANY SERVICE PROVIDERS OR OTHER THIRD PARTY THROUGH THE SERVICE; (F) ANY OTHER MATTER RELATING TO THE SERVICE; (G) ANY BREACH OF THIS AGREEMENT BY ACTING RESOURCE GURU OR THE FAILURE OF ACTING RESOURCE GURU TO PROVIDE THE SERVICE UNDER THIS AGREEMENT, OR (H) ANY OTHER DEALINGS OR INTERACTIONS YOU HAVE WITH ANY SERVICE PROVIDERS (OR ANY OF THEIR REPRESENTATIVES OR AGENTS). THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to You.
You understand and agree that Your unlimited access to the Content on the Website represents a substantial portion of the value You receive from Your Acting Resource Guru membership fee. THEREFORE, TO THE EXTENT ACTING RESOURCE GURU IS FOUND LIABLE FOR ANYTHING RELATED TO THIS AGREEMENT OR THE USE OF THE SERVICE, ACTING RESOURCE GURU’S LIABILITY FOR DAMAGES WILL NOT EXCEED THE EQUIVALENT OF ONE (1) MONTH OF MEMBERSHIP FEES (IF MEMBERSHIP FEES ARE PAID ON AN ANNUAL BASIS, THE LIMIT ON DAMAGES WILL BE THE PRORATED VALUE OF UNUSED MEMBERSHIP FEES OVER A ONE (1)-YEAR PERIOD).
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT ACTING RESOURCE GURU CONTRACTS WITH A THIRD PARTY TO PROCESS YOUR PAYMENT OF MEMBERSHIP FEES TO ACTING RESOURCE GURU THROUGH THE USE OF A CREDIT OR DEBIT CARD (A “CREDIT CARD PROCESSOR”). YOU UNDERSTAND AND AGREE THAT NEITHER A CREDIT CARD PROCESSOR NOR ANY OTHER PARTY INVOLVED IN THE CREDIT CARD PROCESSING PROCESS FOR ACTING RESOURCE GURU, INCLUDING, BUT NOT LIMITED TO, THE COMPANY ISSUING THE CREDIT CARD TO YOU AND THE MERCHANT BANK (COLLECTIVELY, THE “RELEASED PARTIES”) SHALL BE LIABLE FOR ANY DAMAGES (AS DEFINED HEREIN AND SUBJECT TO THE LIMITATIONS SET FORTH IN THIS SECTION 22) SUFFERED BY YOU AS A RESULT OF THE FAILURE OF ACTING RESOURCE GURU TO PROVIDE SERVICES TO YOU UNDER THIS AGREEMENT OR ANY BREACH OF THIS AGREEMENT BY ACTING RESOURCE GURU. YOU HEREBY RELEASE EACH OF THE RELEASED PARTIES FROM ANY AND ALL DAMAGES YOU MAY SUFFER AS A RESULT OF THE FAILURE OF ACTING RESOURCE GURU TO PROVIDE SERVICES TO YOU UNDER THIS AGREEMENT OR ANY BREACH OF THIS AGREEMENT BY ACTING RESOURCE GURU. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS EACH OF THE RELEASED PARTIES FOR ANY AND ALL DAMAGES IT MAY SUFFER AS A RESULT OF YOUR BREACH OF THIS SECTION 22. YOU HEREBY UNDERSTAND AND AGREE THAT ACTING RESOURCE GURU ALONE SHALL BE SOLELY LIABLE FOR THE PAYMENT OF ANY DAMAGES TO YOU UNDER THIS AGREEMENT.
You agree to indemnify, defend, save and hold harmless Acting Resource Guru, its owners, managers, employees, agents, designees, users, successors, assigns, service providers and suppliers from and against all losses, liabilities, expenses, damages, claims, actions, proceedings, suits, demands, costs and expenses, including, but not limited to, reasonable attorneys’ fees and court costs, due to or arising from: (a) any violation of this Agreement by You; (b) the inaccurate or untruthful Content or other information provided by You to Acting Resource Guru or that You submit, transmit or otherwise make available through the Service, or; (c) any intentional or willful violation of any rights of another or harm You may have caused to another. Acting Resource Guru will have sole control of the defense of any such damage or claim.
24. BREACH OF AGREEMENT AND LIQUIDATED DAMAGES
You understand and agree that, because damages are often difficult to calculate, if it becomes necessary for Acting Resource Guru to pursue legal action to enforce the terms and conditions of this Agreement, You will be liable to pay us the following amounts as liquidated damages, which You accept as reasonable estimates of Acting Resource Guru’s damages for the specified breaches of this Agreement:
(a) If You post Content in violation of this Agreement, You agree to promptly pay Acting Resource Guru One Thousand Dollars (U.S. $1,000) for each item of Content posted in violation of this Agreement. We may (but shall not be required to) to issue You a warning before assessing damages.
(b) If You display, copy, duplicate, reproduce, sell, re-sell or exploit for any purpose any Content in violation of this Agreement, You agree to pay Acting Resource Guru Ten Thousand Dollars (U.S. $10,000).
(c) If You use computer programming routines that are intended to aggregate records or reports from the Service or otherwise damage, interfere with, disrupt, impair, disable or otherwise overburden our Website, You agree to pay Acting Resource Guru One Hundred Dollars (U.S. $100) for each report or record that is aggregated, disrupted, damaged or otherwise affected by You.
(d) Except as set forth in the foregoing subsections (a) through (c), inclusive, You agree to pay the actual damages suffered by Acting Resource Guru, including, but not limited to, attorneys’ fees and court costs, to the extent such actual damages can be reasonably calculated. Notwithstanding any other provision of this Agreement, we reserve the right to seek the remedy of specific performance of any term contained herein, or a preliminary or permanent injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement, or any combination thereof.
You agree that Acting Resource Guru may communicate any notices to You under this Agreement, through e-mail, regular mail or posting the notices on the Website. All notices to Acting Resource Guru will be provided by sending an e-mail to [email protected] Such notices will be deemed delivered upon confirmation of receipt.
26. ENTIRE AGREEMENT
This Agreement governs Your use of the Service and constitutes the entire agreement between You and Acting Resource Guru. It supersedes any prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between You and Acting Resource Guru regarding the subject matter contained in this Agreement. Additional terms and conditions may exist between You and third parties, including, but not limited to, Service Providers and others. You represent and warrant that those third-party agreements do not interfere with Your obligations and duties to Acting Resource Guru under this Agreement.
27. GOVERNING LAW
This Agreement and the relationship between You and Acting Resource Guru will be governed by the laws of the State of California, notwithstanding the choice of law provisions of the venue where any action is brought, where the violation occurred, where You may be located or any other jurisdiction. You agree and consent to the exclusive jurisdiction of the state or federal courts located in Los Angeles County, California, and waive any defense of lack of personal jurisdiction or improper venue or forum non conveniens to a claim brought in such court, except that Acting Resource Guru may elect, in its sole discretion, to litigate the action in the county or state where any breach by You occurred or where You can be found. You agree that, regardless of any statute or law to the contrary, any claim or cause of action arising out or related to Your use of the Service or this Agreement shall be filed no later than one (1) year after such claim or cause of action arose or will forever be barred.
28. PROVISIONS REMAINING IN EFFECT
In the event Your membership with Acting Resource Guru is terminated or lapses or You are no longer a user of Acting Resource Guru, certain provisions of this Agreement will continue to remain in effect, including, but not limited to, Sections 10, 14 and 20 through 29.
This Agreement may not be re-sold, assigned or otherwise transferred by You. If You transfer or try to transfer this Agreement, such transfer or attempted transfer will be void and unenforceable. It will not be considered a waiver of Acting Resource Guru’s rights if Acting Resource Guru fails to enforce any of the terms or conditions of this Agreement against You. In the event a court finds a provision in this Agreement to not be valid, You and Acting Resource Guru agree that such court should incorporate a similar provision that would be considered valid, with all other provisions remaining valid in the Agreement. No joint venture, partnership, employment or agency relationship exists between You and Acting Resource Guru as a result of this Agreement or the use of the Service. You acknowledge and agree that each of the Released Parties shall be an intended third-party beneficiary of this Agreement.
IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT USE THE SERVICE. BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.
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