Welcome to Scene Partner® (the “App”). This is your agreement with MYTHEATERAPPS.COM, LLC, a Connecticut limited liability company (“Company”) and the provider of the App. Please review the following terms and conditions of use, which govern your use of the App (“Terms and Conditions”).
Your downloading, installation and use of the App constitutes your agreement to follow and be bound by these Terms and Conditions. We reserve the right to update or modify these Terms and Conditions at any time without prior notice. For this reason, we encourage you to review the Terms and Conditions whenever you use the App. If you do not agree to the Terms and Conditions, please do not use the App.
1. Company Services The Company provides the App as a tool for actors to learn their lines. The role of the Company is limited to making the App available and servicing user accounts. The Company may supply Content from time to time in its sole discretion; it may also, at the request of users, make user Content available to all users of the App. These Terms and Conditions apply to all users of the App, including without limitation, individual users, theater users and users who contribute content for public access on the App.
2. Site Transactions The Company reserves the right to refuse access to the App at any time and for any reason. In order to access all of the features of the App, you are required to create a Scene Partner account. When creating your account, you must provide complete and accurate information. You are solely responsible for the activity that occurs on your account. You may not disclose or share your password with any unauthorized third parties; however, theater users are permitted to share access to their account with their actors. If the security of your account is breached or any unauthorized activity occurs on your account, you must notify the Company immediately.
3. Uploading Scripts You represent and warrant that you own the Content or have the necessary licenses, rights, consents and permissions to upload Content to the App and acknowledge and agree that the Company shall have no liability for any Content that you upload for use with the App. You further agree that Content you submit to the App will not contain third party copyrighted material or material that is subject to other third party proprietary rights, unless you have written authorization from the owner of such copyrighted material. If you upload Content to be displayed to all users of the App, you further agree that the Company is neither a publisher nor a licensor of your Content and acknowledge and agree that the Company will neither solicit nor accept royalty payments for the rights to produce your Content nor will the Company be liable to you for royalty payments in connection with the Content. The Company reserves the right to remove Content uploaded for display and use of all users of the App at any time for any reason. For purposes of these Terms and Conditions, “Content” includes screenplays, scripts, plays, monologues and all other content that may be uploaded for use with the App.
4. App Contents Unless otherwise noted, the App, and all materials comprising the App, including text, images, illustrations, designs, icons, photographs, video clips, App design and content and other materials, and the trademarks, trade dress and/or other intellectual property in such materials, but explicitly excluding the Content (collectively, the "Intellectual Property"), are owned, controlled or licensed by the Company. You agree not to distribute the Intellectual Property in any form or in any medium whatsoever without the prior written authorization of the Company.
5. Copyright Complaints If you believe that the content of any communication provided by you, or any Content appearing on the App, has been used in a manner that constitutes copyright infringement, please provide our Copyright Agent with a written notice (email is sufficient) that includes the following information: (i) an electronic or physical signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed; (iii) a description of where the material that you claim is infringing is located on the App; (iv) your address, telephone number, and e-mail address; (v) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you, under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Our Copyright Agent for notice of claims of copyright infringement on this App is: William Fitzgerald, Esq..
If you believe that your Content that was removed is not infringing or that you have written authorization from the copyright owner to post and use the material in your Content, you may send a counter notice containing the following information to our Copyright Agent: (i) your electronic or physical signature; (ii) identification of the Content that has been removed and the location on the App where the Content appeared before it was removed; (iii) a statement by you, under penalty of perjury, that you have a good faith belief that the Content was removed as a result of a mistake or a misidentification of the Content; (iv) your address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal district court located in Bridgeport, Connecticut, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
6. Links to Other Web Sites and Services The App may contain links to other Web sites that are not under the control of the Company. Interactions that occur between you and the third party are strictly between you and such third party and are not the responsibility of the Company. The Company is not responsible for examining or evaluating, and do not warrant the offerings of, any of these businesses or individuals or the content of their websites. The Company has no responsibility for the linked websites nor does linking constitute an endorsement of any linked website. You should direct any concerns regarding any external link to the website administrator or webmaster of the third party website. Links are provided solely for the convenience and information of the App's users and the Company is in no way responsible for the content on such third-party websites.
7. System Integrity You may not use any device, software or routine to interfere or attempt to interfere with the proper working of the App or any transaction conducted on the App. You may not take any action, which imposes an unreasonable or disproportionately large load on our infrastructure. Without intending to limit the remedies available to the Company, you acknowledge and agree that a breach of this section is likely to result in material and irreparable injury to the Company for which there is no adequate remedy at law, and that it may not be possible to measure damages for such injuries with reasonable certainty. In the event of such a breach or threat thereof, the Company shall be entitled to obtain a temporary restraining order and/or a preliminary injunction restraining you from engaging in activities prohibited by this section. The Company shall be entitled to reimbursement for reasonable attorney’s fees incurred by it in the enforcement of this section. You hereby waive any requirement that the Company obtain a bond or any similar device in connection with any injunctive relief the Company may be entitled to seek under this section.
8. Disclaimer The materials on the App are provided "as is", “as available” and “where is” without warranties of any kind, either express or implied, including without limitation, warranties of title, implied warranties of merchantability, fitness for a particular purpose or non-infringement of intellectual property. The Company expressly disclaims any duty to update or revise the materials on the App, although the Company may modify the materials at any time without notice. Your use of the App is at your sole risk, and you assume full responsibility for any costs associated with your use of the App. The Company shall not be liable for any damages of any kind related to your use of the App. THE APP AND ALL MATERIALS OR ITEMS PROVIDED OR SOLD BY THE COMPANY OR THIRD PARTIES THROUGH THE APP ARE PROVIDED "AS IS." THE COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR ANY OTHER WARRANTY, CONDITION, GUARANTY, OR REPRESENTATION, WHETHER ORAL, IN WRITING OR IN ELECTRONIC FORM, INCLUDING BUT NOT LIMITED TO THE ACCURACY, TIMELINESS OR USEFULNESS OF ANY MATERIALS PROVIDED THROUGH THE APP. THE COMPANY DOES NOT GUARANTEE THAT YOUR ACCESS TO OR USE OF THE APP WILL BE CONTINUOUS, UNINTERRUPTED, ERROR-FREE OR SECURE.
9. Indemnification You hereby agree to indemnify, defend and hold the Company and its officers, directors, owners, members, managers, agents, information providers, affiliates, consultants, advisors, licensors and licensees (collectively, the "Indemnified Parties") harmless from and against any and all liability and costs incurred by the Indemnified Parties in connection with any claim arising out of or relating to your use of the App or any breach by you of these Terms and Conditions or the foregoing representations, warranties and covenants, including, without limitation, reasonable attorneys' fees. You shall cooperate fully in the defense of any claim. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You shall not enter into any settlement Terms and Conditions which affects the rights of the Company without the Company's prior written approval.
10. Limitation on Liability You will not hold the Company responsible for the Content. You acknowledge and agree that the Company does not provide any Content and has no control over, and does not guarantee the quality, safety or legality of the Content. NEITHER THE COMPANY NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE APP SHALL BE RESPONSIBLE TO YOU OR ANY THIRD PARTIES FOR ANY DIRECT OR INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGE OR LOSS INCURRED IN CONNECTION WITH USE OF, OR INABILITY TO USE, THE APP OR ANY OF THE MATERIALS PROVIDED BY THE COMPANY OR THIRD PARTIES THROUGH THE APP, OR ANY DAMAGE OR LOSS INTERRUPTIONS, DELETIONS OF FILES, ERRORS, DEFECTS, DELAYS IN PERFORMANCE OF THE APP, REGARDLESS OF THE CLAIM AS TO THE NATURE OF THE CAUSE OF ACTION, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE COMPANY'S AGGREGATE LIABILITY, AND THE AGGREGATE LIABILITY OF OUR LICENSORS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO ONE HUNDRED U.S. DOLLARS ($100).
11. Risk of Loss You hereby acknowledge that the use of the App and the materials available thereon is at your sole risk.
12. Dispute Resolution Mindful of the high cost of litigation, not only in dollars but also in time and energy, both you and the Company agree to the following dispute resolution procedure: In the event of any controversy, claim, action or dispute arising out of or related to any transaction conducted on the App, or the breach, enforcement, interpretation, or validity of these Terms and Conditions or any part of them ("Dispute"), the party asserting the Dispute shall try in good faith to settle such Dispute by providing written notice to the other party (by certified or registered mail) describing the facts and circumstances (including any relevant documentation) of the Dispute and allowing the receiving party 30 days in which to respond to or settle the Dispute. Notice shall be sent (1) to the Company at: Mytheaterapps.com, LLC, P.O. Box 2802, Westport, CT 06880, or (2) to you at: your last-used billing address or the billing address on record in your Scene Partner account. Both you and the Company agree that this dispute resolution procedure is a condition precedent which must be satisfied prior to initiating any litigation or filing any claim against the other party.
13. Choice of Law This Terms and Conditions shall be construed in accordance with the laws of the State of Connecticut, without regard to any conflict of law provisions. Any dispute arising under this Terms and Conditions shall be resolved exclusively by the state and/or federal courts located in Fairfield County, Connecticut. You hereby consent to the personal jurisdiction of such courts for any and all claims arising under or related to these Terms and Conditions or your use of the App. The waiver of any provision of the Terms and Conditions shall not be considered a waiver of any other provision or of the Company's right to require strict observance of each of the terms herein. If any provision of the Terms and Conditions is found to be unenforceable or invalid for any reason, that provision shall be severable, and all other provisions shall remain in full force and effect. If any of the provisions of this Terms and Conditions are determined to be invalid or unenforceable, then each invalid or enforceable provision will be construed in a manner consistent with applicable laws to reflect, as nearly as possible, the original intentions of the parties, and the remaining provisions shall remain in full force and effect.
14. Termination These terms are effective unless and until terminated by either you or the Company. You may terminate your use of the App at any time. The Company may also terminate your Scene Partner account with or without cause at any time without notice, and accordingly may deny you access to the App, if in the Company’s sole judgment you fail to comply with any term or provision of the Terms and Conditions. The obligations and liabilities of the parties incurred prior to the termination date and Sections 9, 10 and 12 of these Terms and Conditions shall survive the termination of your Scene Partner account and use of the App.
15. Notice Except as stated otherwise elsewhere in these Terms and Conditions, notices shall be sent to the parties as follows:
If to the Company:
If to you:The email and billing addresses of record in your Scene Partner account.
All notices shall be deemed to have been given: (a) if by email, twenty-four (24) hours after the email is sent, unless the sender is notified that the email address is invalid; or (b) three (3) days after the date of mailing if mailed by registered or certified mail, return receipt, postage prepaid.
16. Entire Terms and Conditions These Terms and Conditions constitute the entire agreement between you and the Company with respect to your access and use of the App and supersede all prior or contemporaneous agreements (whether oral, written or electronic) between you and the Company with respect to the App. The Company may assign these Terms and Conditions (i) to any of its affiliates, (ii) to the surviving entity in the event of a merger, acquisition, or the sale of all or substantially all of the assets of the Company or (iii) in connection with the sale of the App or the business unit associated with the App.