Terms of Use

AGREEMENT BETWEEN USER AND AVEXSTARSEARCH.COM / AVEX WORLD AUDITION.

PLEASE READ THESE TERMS OF USE CAREFULLY BECAUSE THEY DESCRIBE YOUR RIGHTS AND RESPONSIBILITIES.

This is the official Terms of Use Agreement ("Agreement") for avexStarSearch.com ("Site," "we," "us," or "our"), an Internet website offered in cooperation with avex group ("avex" or "Parent Company").

THIS SITE IS OFFERED AND MADE AVAILABLE ONLY TO USERS 13 YEARS OF AGE OR OLDER WHO RESIDE IN THE UNITED STATES OF AMERICA. IF YOU ARE NOT YET 13 YEARS OLD, OR DO NOT RESIDE IN THE UNITED STATES, PLEASE DISCONTINUE USING THE SITE IMMEDIATELY, OR IF FOR ANY REASON, YOU DO NOT AGREE WITH ANY OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT, PLEASE DISCONTINUE USING THE SITE IMMEDIATELY BECAUSE BY USING OR ATTEMPTING TO USE THE SITE, YOU CERTIFY THAT YOU ARE AT LEAST 13 YEARS OF AGE AND MEET ANY OTHER ELIGIBILITY AND RESIDENCY REQUIREMENTS OF THE SITE.

These terms and conditions regarding your use of the Site constitute a legally binding agreement between you and avexStarSearch.com and its Parent Company. In this Agreement, the term "Site" includes all websites and webpages within avexStarSearch.com as well as any equivalent, mirror, replacement, substitute or backup websites and webpages that are associated with the Site. By using this Site, you understand, acknowledge and agree that you will abide by the terms of this Agreement.

The Site may also provide separate rules of participation ("Official Rules" or "Rules") for certain activities including, but not without limitation, any related talent audition process ("Auditions") hosted by avex. The Site's Privacy Policy and the Rules are hereby incorporated in this Agreement by reference. To the extent that there is a conflict between this Agreement and the specific Rules for the Auditions, this Agreement shall govern. This Agreement will remain in full force and effect as long as you are a user of the Site and in the event of termination of any membership, service or feature, you will still be bound by your obligations under this Agreement, the Privacy Policy and Rules, including any indemnifications, warranties and limitations of liability.

The words "use" or "using" in this Agreement, means any time an individual (a "user"), directly or indirectly, with or without the aid of a machine or device, does or attempts to access, interact with use, display, view, print or copy from the Site, transmit, receive or exchange data or communicate with the Site, or in any way utilizes, benefits, takes advantage of or interacts with any function, service or feature of the Site, for any purpose whatsoever. This Agreement does not cover your rights or responsibilities with respect to third party content or sites or any links that may direct your browser or your connection to third party sites or pages. This is the entire and exclusive Agreement between you and us regarding use of the Site and it cannot be modified, except as specifically described below.

REGISTRATION FOR AUDITIONS:

We will require each applicant to submit certain personal information ("Personal Information") to us in order to merit consideration for the Auditions and only those entrants selected by avex or its representatives will be eligible for the Auditions. This information will include, but not be limited to, name, e-mail address, physical location, performing experience and any pictures or video you transmit, upload or post to the Site. avex will have no obligations with respect to the Personal Information and avex and its designees will be free to disclose, incorporate and otherwise use the Personal Information and all data, images, sounds, text, and other things embodied therein for any and all purposes related to the Auditions.

This Personal Information will be collected from you under the guidelines established in our Privacy Policy. Users under 13 years of age may not contact us directly and are not eligible for the Auditions. Please see our Privacy Policy for full details and for a description of the Personal Information we collect, use, disclose, manage and store.

MODIFICATIONS:

We reserve the right to revise this Terms of Use at any time by updating this posting without advance notice to you. Such revisions shall be effective to you immediately upon posting. Notice of material changes to either document will be posted on the Site's homepage. We encourage you to check back frequently and review the terms and conditions of this Agreement regularly so you are aware of the most current rights and obligations that apply to you and the terms and conditions of your agreement with us.

OWNERSHIP OF INTELLECTUAL PROPERTY:

The contents of this Site, including all Site software, design, text, images, photographs, illustrations, audio and video material, artwork, graphic material, databases, proprietary information and all copyrightable or otherwise legally protectable elements of the Site, including, without limitation, the selection, sequence and 'look and feel' and arrangement of items, and all trademarks, service marks and trade names (individually and/or collectively, "Material"), are the property of the Parent Company and its subsidiaries and affiliates and are legally protected, without limitation, under U.S. Federal and State, as well as applicable foreign laws, regulations and treaties. Unless the context clearly requires otherwise or we explicitly say so in writing, the term "Site" includes "Material" as well. The Site is to be used solely for your non-commercial, non-exclusive, non-assignable, non-transferable and limited personal use and for no other purposes. You must not alter, delete or conceal any copyright or other notices contained on the Site, including notices on any Material you download, transmit, display, print or reproduce from the Site. You shall not, nor will you allow any third party (whether or not for your benefit) to reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast or circulate to any third party (including, without limitation, on or via a third party website), or otherwise use, any Material without the express prior written consent of avex. Any unauthorized or prohibited use of any Material may subject you to civil liability, criminal prosecution, or both, under applicable federal, state and local laws. We require users to respect our copyrights, trademarks, and other intellectual property rights.

RULES OF CONDUCT:

Your use of the Site is subject to all applicable local, state, national laws and regulations and, in some cases, international treaties. You are solely responsible for all activities, acts and omissions that occur in, from or through your user submissions. You shall not use, allow, or enable others to use the Site, or knowingly condone use of this Site by others, in any manner that is, attempts to, or is likely to:

Be libelous, defamatory, indecent, vulgar or obscene, pornographic, sexually explicit or sexually suggestive, racially, culturally, or ethnically offensive, harmful, harassing, intimidating, threatening, hateful, objectionable, discriminatory, or abusive, or which may or may appear to impersonate anyone else;
Affect us adversely or reflect negatively on us, the Site, our goodwill, name or reputation or cause duress, distress or discomfort to us or anyone else, or discourage any person, firm or enterprise from using all or any portion, features or functions of the Site, or from advertising, linking or becoming a supplier to us in connection with the Site;
Send or result in the transmission of junk e-mail, chain letters, duplicative or unsolicited messages, or so-called "spamming" and "phishing";
Be used for commercial or business purposes, including, without limitation, advertising, marketing or offering goods or services, whether or not for financial or any other form of compensation or through linking with any other website or webpages;
Transmit, distribute or upload programs or material that contain malicious code, such as viruses, time bombs, cancelbots, worms, trojan horses, spyware, or other potentially harmful programs or other material or information;
Forge any TCP/IP packet header or part of the header information in any email or newsgroup posting for any reason;
Violate any laws, regulations (including, without limitation, laws regarding the transmission of technical data or software exported from the United States), judicial or governmental order, any treaties or violate or infringe upon any intellectual property rights, rights of publicity or privacy, or any other rights of ours or of any other person, firm or enterprise; gain unauthorized access to the Site, other users' accounts, names, passwords, personally identifiable information or other computers, websites or pages, connected or linked to the Site or to use the Site in any manner which violates or is inconsistent with the terms and conditions of this Agreement;
Modify, disrupt, impair, alter or interfere with the use, features, functions, operation or maintenance of the Site or the rights or use and enjoyment of the Site by any other person, firm or enterprise; or
Collect, obtain, compile, gather, transmit, reproduce, delete, revise, view or display any material or information, whether personally identifiable or not, posted by or concerning any other person, firm or enterprise, in connection with their or your use of the Site, unless you have obtained the express, prior permission of such other person, firm or enterprise to do so.

DISCLAIMER AND LIMITATIONS OF LIABILITY:

THIS SITE, AND ALL MATERIALS AND POSTINGS ARE MADE AVAILABLE ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, OR ANY GUARANTY OR ASSURANCE THE SITE WILL BE AVAILABLE FOR USE, OR THAT ALL PRODUCTS, FEATURES, FUNCTIONS OR OPERATIONS WILL BE AVAILABLE OR PERFORM AS DESCRIBED. Without limiting the foregoing, we are not responsible or liable for any malicious code, delays, inaccuracies, errors, or omissions arising out of your use of the Site. You understand, acknowledge and agree that you are assuming the entire risk as to the quality, accuracy, performance, timeliness, adequacy, completeness, correctness, authenticity, security and validity of any and all features and functions of the Site, including, without limitation, Postings and Materials associated with your use of the Site.

YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, THIS SITE, AVEXSTARSEARCH.COM, ITS PARENT COMPANIES, OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, OR ANY OF THEIR SUBSIDIARIES, AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, REPRESENTATIVES, OPERATIONAL SERVICE PROVIDERS, ADVERTISERS, OR SUPPLIERS, SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE, OF ANY KIND, DIRECT OR INDIRECT, IN CONNECTION WITH OR ARISING FROM USE OF THE SITE OR FROM THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES.

INDEMNIFICATION:

You agree to indemnify, defend and hold the Site, avex or their subsidiaries, affiliates, successors and assigns, or any of their respective officers, directors, employees, agents, licensors, representatives, advertisers, operational service providers and suppliers harmless from and against any and all claims, actions, losses, expenses, damages and costs (including reasonable attorneys' fees), resulting from any breach or violation of this Agreement by you. avex reserves the right to assume, at its sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with the avex in the defense of any such claim, action, settlement or compromise negotiations, as requested by avex.

TERM AND TERMINATION:

These terms and conditions are applicable to you upon your accessing the Site and/or completing the registration process. These terms and conditions, or any of them, may be modified or terminated by avex without notice at any time for any reason. The provisions relating to Intellectual Property, Disclaimer and Limitation of Liability, Indemnification, Applicable Laws and Miscellaneous Terms, shall survive any termination.

APPLICABLE LAWS; MISCELLANEOUS TERMS:

This Agreement, together with any Rules, our Privacy Policy and any other regulations, procedures and policies which we refer to and which are hereby incorporated by reference, contains the entire understanding and agreement between you and us and supersedes any and all prior or inconsistent understandings relating to the Site and your use of the Site. This Agreement cannot be changed or terminated orally. If any provision of this Agreement is held to be illegal, invalid or unenforceable, this will not affect any other provisions and the Agreement will be deemed amended to the extent necessary to make it legal, valid and enforceable. Any provision which must survive in order to allow us to enforce its meaning shall survive the termination of this Agreement; however, no action arising out of this Agreement or your use of the Site, regardless of form or the basis of the claim, may be brought by you more than one (1) year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose).

This Agreement and your use of the Site is governed by, construed and enforced in accordance with the internal substantive laws of the State of New York (notwithstanding the State's conflict of laws provisions) applicable to contracts made, executed and wholly performed in New York, and, for the purposes of any and all legal or equitable actions, you specifically agree and submit to the exclusive jurisdiction and venue of the State and Federal Courts situated in the State and County of New York and agree you will not object to such jurisdiction or venue on the grounds of lack of personal jurisdiction, forum non conveniens or otherwise. To the extent it may be applicable, you agree to opt out from and expressly exclude any applicability of the Uniform Computer Information Transactions Act. IN ANY ACTION OR PROCEEDING COMMENCED TO ENFORCE ANY RIGHT OR OBLIGATION OF THE PARTIES UNDER THIS AGREEMENT, YOUR USE OF THE SITE OR WITH RESPECT TO THE SUBJECT MATTER HEREOF, YOU HEREBY WAIVE ANY RIGHT YOU MAY NOW HAVE OR HEREAFTER POSSESS TO A TRIAL BY JURY.

This Terms of Use Agreement was last modified on August 19, 2008 and is effective immediately.