User can be one of the following:
- Customer or Client (someone using the website to hire Talent )
- Talent (someone who has an active profile on the website who may be hired by a Client. Talent may include Support Crew (i.e. Make-up Artist, Hair Stylist, Wardrobe Stylist, Photographer, Cinematographer)
- Outsiders Network or Outsiders is Outsiders Network Ltd.
You are agreeing to our Terms of Service when you:
- Complete an Expression of Interest form, select the mandatory “I agree” box and submit your information.
- Create a Login and Profile to become a User of the website and services either as a Customer or Talent and select the mandatory “I agree” box and submit your information.
Either or both of the above actions and all actions that follow in using the website services are an act of User acceptance wherein you acknowledge that you have read, understood, and agree to be bound by the terms and conditions of this Agreement.
This Agreement governs the relationship between Outsiders Network and the User . If the User does not agree to all of the terms of this Agreement, the User must discontinue their use of the Services, as defined below.
1. Services: The User will have access to the various services provided by the Outsiders Network online services (the “Services”) from time to time, consistent with the level of service purchased by the User. Clients may choose to obtain custom Services from Outsiders Network by entering into a custom Services Agreement that will incorporate these Terms of Service by reference (the terms of the Services Agreement shall be paramount to [and will govern] this Agreement solely to the extent that there is an inconsistency between these Terms and the custom Services Agreement).
2. Fees: User will pay Outsiders Network its standard fees set out on the Outsiders Network website (www.outsidersnetwork.com) (the “Website”) from time to time for the level of service or level of subscription selected by the Client or Talent or if applicable as set out in a Services Agreement. Outsiders Network may change its standard fees or levels of service at any time, provided that such changes will not apply in respect of any then outstanding Services Agreement. Each Client will be responsible for the payment of all fees Client has agreed to pay Talent for each job. Talent will invoice the Client directly and the Client is solely responsible for paying Talent directly in accordance with the terms defined on the invoice and Talent Project Contract. In addition, the Client will pay Outsiders a processing fee of 20% of the value of the day rate for each Talent, multiplied by the number of days for the project [plus GST]. Clients and Talent will also pay to Outsiders a subscription fee of $250 per year for the applicable Subscription service. If the Client requests an Executive level of service, the Client will pay a fee to be quoted on a job per job basis.
Outsiders Network transaction, Subscription and Executive service fees are payable before Outsiders will release Talent contact information to the Client . Unless otherwise instructed by the User, periodic Services will be automatically renewed for a Term equivalent to the prior Term with payment being billed to the User by Outsiders Network by the same payment method as before.
Payments made to Outsiders are not refundable.
3. Payment: Client is responsible to pay Talent for services provided by Talent. All payments to Talent by a Client for talent work must be made directly between those two parties. Outsiders Network is not responsible for the invoicing of Talent services on behalf of Talent, nor for the payment of Talent. Clients are responsible for paying Talent directly as per the terms specified in the Project contract and invoice terms. However, Talent will be responsible to notify Outsiders Network when they receive payment, and failure to meet the terms of payment either by Talent or Client will be recorded as a breach of Outsiders Network ‘Code of Conduct’ and can result in notification of removal from the website and services.
Outsiders Network Guest transaction, Subscription and Executive fees will be taken securely using Quickbooks invoicing whereby Clients and or Talent will receive an email with an invoice that includes a Pay Now button to process payment via Visa, Mastercard or ApplePay.
4. Contact Information: Each User hereby agrees that they will not circumvent the Outsiders Network processes for obtaining User contact information. Talent’s personal contact information will only be released to the Client after completing the Hire and payment processes by the Outsiders Network website and invoicing processes.. If additional information is needed to make decisions for hiring or agreeing to be hired the online chat function will allow for direct communication between the two Users.
Therefore the following are prohibited:
- Providing any direct contact information to a User either through communication on the website or by requesting it outside of the website.
- Submitting proposals to or soliciting Users identified on the website to contact or hire a User directly and not through the website services.
- Any other circumvention of the Services to establish contact between a Client and Talent to solicit a hire.
4. Term: This term of this Agreement (the “Term”) will commence when the User performs an Act of User Acceptance. If the User has already performed an Act of User Acceptance, this Agreement will come into effect and replace any previously existing Terms of Service when this Agreement is posted on the Site. The Term will continue for the duration of time that the User uses, or otherwise benefits from, the Services, unless terminated by either party as permitted by this Agreement. If this Agreement or the Services are terminated, Outsiders Network will remove the User profile information and will provide the User with 30 days to retrieve any material it has placed on the website.
5. Site Content: The website includes: (a) content (including without limitation works, slogans, logos, marks, plans, ideas, creative materials, artwork, designs, layouts, writings, programming, content, sets, data, databases, computer software, technology, images, photographs, graphics, multimedia, audio, video, audio-visual and other content) that has been created (in whole or in part) by Outsiders Network and/or other entities under our direction and/or transferred, transmitted, submitted or uploaded to the Site, or otherwise through a Service, by Outsiders Network (collectively, “Outsiders Network Content”); (b) content, other than that has been independently produced, and then transferred, transmitted, submitted or uploaded to the website, or otherwise through a Service, by Users (collectively, “User Content” and, together with the Outsiders Network Content, the “General Website Content”).
All Outsiders Network Content is exclusively owned by Outsiders Network.
User personal information that is uploaded to the website for inclusion in a Profile becomes shared property between the User and Outsiders Network for the duration of time in which the User has an active Profile on the website and for up to 30 days after termination of the Services before the User removes any content they do not want removed by Outsiders Network.
Outsiders Network hereby grants each User a limited, non-exclusive and revocable license to make personal and non-commercial use of the Website and its General Site Content. For greater certainty, this limited license only allows you to view and access General Website Content on the Website as required to offer, consider, apply for and accept Project opportunities, but does not allow you to use any General Site Content in projects outside of those obtained through the Services and paid for, in connection with an accepted and completed job. The foregoing limited license to use General Site Content does not include any rights not specifically enumerated herein; any rights not expressly granted to you in these Terms of Service are expressly reserved by Outsiders Network.
6. Project Contracts, Licencing and Agreements: Clients will hire Talent only through the creation of a Project Profile form by the Client . Clients are solely responsible for generating and providing Talent with a Project Contract that include fees, any applicable buyout, licencing terms, payment terms and any other applicable terms specific to the Project. Talent Release, Brand or other releases and Licence Agreements will also be provided to the Talent by the Client . Outsiders Network is neither responsible for providing these contracts, licenses and agreements nor can Outsiders Network be held liable for the breach of any such contracts, license or agreement terms between the Users.
Outsiders Network provides project contract, licencing and agreements templates that can be downloaded and filled in for use by a User should they be required; however
Outsiders Network accepts no liability for any infringement to any terms made between the User parties who may choose to use these templates.
7. Warranties and Representations: By transferring, transmitting, submitting, uploading or otherwise making available User Content on the website or otherwise through a Service, the applicable User represents and warrants to Outsiders Network that:
- (a) User is free to enter into and fully perform this Agreement;
- (b) in the event User is a talent agency acting on behalf of talent, that talent agency is the fully authorized agent of talent to enter into and fully perform this Agreement (on talent agency’s own behalf and on behalf of talent);
- (c) User has the right to grant the rights granted hereunder to Outsiders Network without any obligation on Outsiders Network’s part to obtain the consent of (or to make payment to) any other party (include any claim for payment whatsoever, such as union or guild fees or royalties);
- (d) there is no contract or understanding with any other person or entity which would interfere with the performance of the obligations assumed by User in this Agreement;
- (e) the use of the User Content in accordance with the terms of this Agreement will not violate any third party rights nor give rise to any third party claims; and
- (f) the use of the User Content in accordance with the terms of this Agreement will comply with all applicable laws, regulations, regulatory guidelines, policies and codes and industry guidelines, policies and codes.
8. Support: Outsiders Network will provide support to the User for its use of the Services as reasonably required. Support will be primarily through the use of web based tools. Support does not include any changes or customizations.
The Executive Service is subject to a customized fee and is available to Clients to provide them with additional service in using the website Services to Hire Talent.
9. Termination of Services: (a) Outsiders Network may immediately terminate this Agreement or suspend or terminate the User’s access to the Services without notice upon the occurrence of any of the following events: (i) User fails to make any payments when due; (ii) User fails to comply with any provision of this Agreement, any Services Agreement or Content Guidelines; (iii) User attempts to assign, sub-license, or otherwise transfer any of its rights under this Agreement without the consent of Outsiders Network.
(b) Outsiders Network may terminate this Agreement or suspend or terminate the User’s access to the Services upon 5 days notice for any reason whatsoever. In the event that Outsiders Network terminates or suspends the User’s access to the Services or this Agreement the User will receive a refund or exchange for any unused time on a current Term.
10. User Responsibilities: The User is responsible for all activity it conducts using the Services. The User will abide by all applicable laws relating to its use of the Services. The User will not use the Services for purposes prohibited by Outsiders Network from time to time, including without limitation illegal or inappropriate purposes; sending spam; perpetration of security breaches; hacking; privacy breaches; fraudulent activity; distribution of viruses or other harmful code; transmission, distribution or storage of any material protected by copyright, trade-mark, trade secret or other intellectual property right without proper authorization, or material that is obscene, defamatory, fraudulent, infringing or abusive; any unauthorized access, alteration, theft, corruption or destruction of files, data, transmission facilities or equipment; or to interfere with any other person’s use and enjoyment of the Outsiders Network website. The User will abide by any policies adopted by Outsiders Network from time to time regarding the Services, including without limitation the ‘Code of Conduct’.
Outsiders Network does not routinely monitor all material placed on the Services, but may in its discretion reject, delete or modify any material offending the above that comes to its attention. Outsiders Network reserves the right to reject any proposed or posted Project Posting for any reason.
Outsiders Network is not responsible and has no liability for the content or accuracy of any User Content (including any Project Posting). Each User acknowledges and agrees that they shall be solely responsible for the User Content they transfer, transmit, submit, upload or otherwise makes available on the web site or otherwise through a Service, and any inaccuracy of any such User Content.
Outsiders Network may limit the amount of storage space used by individual Users for files if in its discretion the amount used is excessive.
The User will provide Outsiders Network with complete and accurate contact and billing information and update such information as it changes. The User’s access to the Services requires login ID’s and passwords. It is the User’s responsibility to protect that information, including without limitation, to use effective passwords that are not easily guessed or discoverable, and keep user names and passwords confidential. The User will report to Outsiders Network immediately after its discovery of any compromise of its passwords or suspected unauthorized use of the portion of the Services under its control. Outsiders Network will not be liable for any losses incurred by the User caused by any unauthorized use of the User’s access to the Services or website Content and the User hereby agrees it may be liable for losses incurred by Outsiders Network or the losses incurred by others as a result of such unauthorized use.
11. Talent Agencies: In the event the User is a talent agency providing registration information on behalf of individual Talent, the User warrants and represents (on its own behalf and on behalf of the individual talent) that it has full authority to represent such individual talent, to provide Outsiders Network with the registration information and any other personally identifying information of such individual Talent, including a valid parent/guardian authorization where required by law and to otherwise enter into and agree to this Agreement on behalf of both User on behalf of the individual Talent.
In the event that an individual Talent of the age of majority advises Outsiders Network that he or she is no longer represented by the talent agency which was a User and who established or maintained an account or Services on the individual voice talent’s behalf, Outsiders Network will, at its discretion, either turn control of the account over to another talent agency which has an account and/or has access to the Services (i.e. that is a User) or terminate the account, as directed by the individual Talent. If the individual Talent is not of the age of majority, under these circumstances the parent or legal guardian of the individual Talent may advise Outsiders Network that the individual Talent is no longer represented by the talent agency, and Outsiders Network will, at its discretion, either turn control of the account over to another talent agency which has an account and/or has access to the Services or terminate the account, as directed by the individual Talent’s legal parent or guardian.
12. Service Levels: Outsiders Network will use commercially reasonable efforts to provide its Services on a continuous basis, subject to reasonable maintenance requirements and matters beyond Outsiders Network’s reasonable control. Outsiders Network may make changes to its website and/or its Services at any time in its sole discretion without notice.
13. Disclaimer of Warranty: To the maximum extent permissible by law, the Services are provided “as is”, “with all faults”, “as available” and at the User’s sole risk. Outsiders Network does not warrant that its website or Services are accurate or error free, that it will operate without problems or without interruption, or that it will satisfy the User’s expectations. Outsiders Network has no responsibility for any issues that arise between a talent agency and individual Talent, any two or more Talent, or between any Talent and Client . All such activity, and any enforcement, breach, terms, conditions, warranties and representations associated with such activity is solely between those two parties, without any liability or obligation of any kind whatsoever by Outsiders Network
Outsiders Network may provide portions of its Services using services and software provided by third parties. Notwithstanding anything else contained in this Agreement, Outsiders Network, and such third parties’, warranties and liabilities for any matters arising from such services and software shall not exceed those provided to Outsiders Network from such third parties.
Outsiders Network provides and facilitates the Outsiders Network website, but is not responsible for anything placed on the website by Users or a third party.
Outsiders Network does not guarantee the accuracy of any information submitted by any User to the Outsiders Network website, including any identifying information about any User.
Any third party sites that are linked to the Outsiders Network website are not under our control. Outsiders Network is not responsible for anything on the linked sites, including without limitation, any content, links to other sites, any changes to those sites, or any policies those sites may have. Outsiders Network has no responsibility for any issues that arise between a User and such third party. Outsiders Network provides links as a convenience only and such links do not imply any endorsement by Outsiders Network of those sites or their owners. Outsiders Network has the right to remove such links at its sole discretion.
14. Limitations: All promises made by Outsiders Network are contained in this Agreement (or the Executive Services Agreement, if applicable). Except as expressly set out herein (or in the Executive Services Agreement, if applicable), there are no promises, conditions, endorsements, undertakings, guarantees, representations or warranties of any kind either express or implied, (including without limitation any express or implied warranties or conditions of quality, performance, results, fitness for a particular purpose, merchantability, merchantable quality, durability, title, non-infringement or arising by statute or otherwise in law or from a course of dealing or usage of the trade) arising out of or related to this agreement or arising out of or related to the services.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL OUTSIDERS NETWORK BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY OR ANY OTHER DAMAGES INDIRECTLY ARISING OUT OF OR RELATED TO THE SERVICES, WHETHER OR NOT SUCH DAMAGES COULD REASONABLY BE FORESEEN OR THEIR LIKELIHOOD HAS BEEN DISCLOSED TO US. IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE FEES PAID BY THE USER FOR THE SERVICES DURING THE 6 MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE.
Outsiders Network relies on these limitations when entering this Agreement and setting its fees. They are a fundamental and essential part of our arrangement, and apply even if this agreement has failed in its fundamental or essential purpose or been fundamentally breached. Without limiting the generality of the foregoing, in the event it is alleged that User Content is non-compliant or violates third party rights, each affected User agrees that it shall seek redress directly from the User that transferred, transmitted, submitted or uploaded such User Content to the Site, or otherwise through a Service.
15. Indemnity: Each User will at all times defend, indemnify and hold harmless Outsiders Network, its affiliates, assignees and licensees, and their respective officers, directors, agents, stockholders, employees, franchisees and licensees from and against any claims, damages, liabilities, costs and expenses (including legal fees, fines, fees and the cost of labour for investigation and resolution), arising out of any action, proceeding or settlement by any third party based upon User’s breach of any warranty, representation, grant or waiver of rights or agreement made in this Agreement (including without limitation in any applicable Executive Services Agreement or Project Posting).
16. Amendments to Agreement: Outsiders Network may amend this Agreement from time to time, such changes being effective prospectively and retroactively after Outsiders Network posts the revised version to its website. The User’s continued use of the Services and the web site (including without limitation any Act of User Acceptance) after Outsiders Network posts any changes to this Agreement is the User’s consent and agreement to be legally bound to the updated Agreement. If a User does not agree to any and all of the terms of the updated Agreement, they must discontinue using the Services and/or the web site immediately. This Agreement may also be amended by a legal instrument that is made in writing, dated and executed by the parties. This Agreement cannot otherwise be amended or modified.
17. Governing Law: This Agreement shall be interpreted in accordance with and governed by the laws of the Province of British Columbia, Canada, excluding conflicts of laws provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods. The parties hereby submit to the exclusive jurisdiction of the courts of the Province of British Columbia, Canada, and any party bringing a legal action or proceeding against any other party arising out of or relating to this Agreement shall bring such legal action or proceeding in the courts of the Province of British Columbia, Canada.
18. Confidential Information: Confidential Information is all information of either party that is not generally known to the public, whether of a technical, business or other nature (including, without limitation, trade secrets, know-how and information relating to technology, business plans, assets, liabilities, prospects, finances, product capabilities or lack thereof), that is disclosed by a party to the other or that is otherwise learned by the other in the course of its business dealings with the other, and that has been identified as being proprietary and/or confidential or that by the nature of the circumstances surrounding the disclosure or receipt ought reasonably to be treated as proprietary and/or confidential.
Confidential Information shall not include (except for any personally identifiable information about an individual that relevant privacy legislation or policies do not allow to be disclosed): (a) any Confidential Information that is in the public domain at the time of its disclosure or which thereafter enters the public domain through no action of the receiving party, direct or indirect, intentional or unintentional; (b) any Confidential Information which the receiving party can demonstrate was in its possession or known to it prior to its receipt, directly or indirectly, from the other party; (c) any Confidential Information that is disclosed to the receiving party by another party not in violation of the rights of the other party or any other person or entity; and (d) any Confidential Information which is either compelled by law or by the order of a court of competent jurisdiction to be disclosed.
The parties will (a) not use Confidential Information for any purpose other than that contemplated by this Agreement; (b) not disclose Confidential Information to anyone without the prior written authorization of the disclosing party, during the term of this Agreement or at any time thereafter; (c) handle, preserve and protect Confidential Information with at least the same degree of care that it affords or would afford to its own Confidential Information, including taking all reasonable efforts to avoid disclosure of such Confidential Information to any third party, at any time; (d) disclose Confidential Information only to its employees or subcontractors who require such information in order to perform the party’s obligations to the other, and are under similar confidentiality obligations.
The identity of Client is typically not Confidential Information. If Client desire their identity to be treated as Confidential Information, they must advise Outsiders Network in writing. Each Talent hereby agrees they will treat a Client identity as Confidential Information when advised in writing by Outsiders Network or the Client .
20. Relationship: This Agreement is not to be construed as creating any partnership, agency relationship, employment relationship or any other form of legal association or entity that would impose liability upon one party for the actions or failure of the other
21. Prior Agreement: This Agreement (and any Services Agreement if applicable) contains the complete and exclusive statement of the agreement between the parties and supersedes all prior and contemporaneous agreements, purchase orders, understandings, proposals, negotiations, representations or warranties of any kind whether written or oral. No oral or written representation that is not expressly contained in this Agreement (and any Services Agreement if applicable) is binding on either party.
22. Survival: The provisions of this Agreement pertaining to Work Product, Warranties and Representations, Disclaimer of Warranty, Limitations, Indemnity, Confidential Information, Privacy, and use restrictions shall survive the termination of this Agreement. Other sections pertaining to rights and obligations which by their nature should survive termination are hereby confirmed to so survive.
23. Force Majeure: Neither party is liable for an omission or delay in the execution of its obligations hereunder caused by an event beyond its reasonable control. The time for the performance of the obligation that is so delayed shall be extended by a reasonable time, provided that payments shall not be delayed.