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      Spec Scout, Inc.'s Terms of Service Agreement, effective as of October 22, 2014

      The website located at http://www.specscout.com (“the Site”) is owned and operated by Spec Scout, Inc., a California corporation ("SSI"). The Site contains information which may be of interest to entertainment industry professionals and third parties. Access to and use of the Site is governed by this Terms of Service Agreement (“Agreement”). The terms of service related to screenplay submissions to SSI are governed by SSI's Screenplay Submission Agreement. As used in this Agreement, “SSI,” "the Company," “we,” “us” or “our” refers to Spec Scout, Inc., and “you” or “your” refers to you, the user of the Site. The Agreement below is the agreement you consented to when you subscribed to the Site, and as amended according to the provisions of this Agreement. BY ACCESSING OR USING THE SITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS, DO NOT ACCESS OR USE THE SITE. YOU AGREE TO REVIEW THE AGREEMENT PERIODICALLY TO BE AWARE OF AMENDMENTS TO THE AGREEMENT. YOUR CONTINUED ACCESS TO OR USE OF THE SITE SHALL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF THE MODIFIED AGREEMENT.

      1. Access and Passwords

      As part of the subscription process for this Site, you have selected or been assigned a particular username and password (your “Credentials”). YOU AGREE THAT YOU ARE THE ONLY INDIVIDUAL ENTITLED TO ACCESS THE SITE USING YOUR CREDENTIALS, AND YOU AGREE NOT TO PERMIT OTHERS TO ACCESS THE SITE USING YOUR CREDENTIALS. You further agree that all actions taken by you, or by any other user who accesses the Site using your Credentials, at or through the Site will be attributed to and legally bind you, even with respect to acts for which the user had no actual authority or were made in error. You assume all resulting liability from use of the Site and any services available on it by you or others using your Credentials. If you lose your password, you may use the "Forgot Password" feature on the hime page of the Site or email info@specscout.com to obtain a new password.

      2. Subscription Fees and Payments

      SSI’S current Subscription Fees are always posted on the Site and can be viewed by clicking "For Industry Pros" at the bottom of any page of the Site. Your subscription will continue and renew automatically unless terminated by SSI or until you notify SSI via e-mail or as designated on the Site of your decision to terminate your subscription. Your subscription fees and other charges (including any applicable taxes), if any, will be billed automatically to the credit card designated during the registration process for the Site or subsequently designated by you to SSI, at the start of the billing period, and at the start of each renewal period, unless you terminate your subscription before the relevant period begins. You agree to pay or have paid all fees and charges incurred in connection with your subscription to the Site (including any applicable taxes) at the rates in effect when the charges were incurred. All fees and charges (including any applicable taxes) are nonrefundable and will not be prorated from the time of cancellation. Failure to cancel your account prior to the start of the subsequent renewal period does not warrant or require any refund or reimbursement from SSI. SSI may change the fees and charges then in effect, or add new fees or charges, by giving you notice in advance. If you want to designate a different credit card or there is a change in credit card validity or expiration date, or if you believe someone has accessed the Site using your Credentials without your authorization, you must notify SSI via e-mail to info@specscout.com. You are also responsible for any fees or charges incurred to access the Site through an Internet access provider or other third party service. YOU, AND NOT SSI, ARE RESPONSIBLE FOR PAYING ANY AMOUNTS BILLED TO YOUR CREDIT CARD BY A THIRD PARTY WHICH WERE NOT AUTHORIZED BY YOU.

      3. Privacy and Security Policies

      SSI's Privacy Policy is a part of this Agreement and its terms are incorporated herein by this reference. Please read it now by clicking "Privacy Policy" at the bottom of any page of the Site. As you will see, it outlines SSI's security policies as well, and SSI reserves all of the rights afforded to it under the Privacy Statement.

      4. User Data

      The Site may contain services that allow you to store your own, private information related to the data in the Site’s database such as notes on a given project or person (“Your Data”). As between us and you, you exclusively own all rights, title and interest in and to all of Your Data, subject to the limitations outlined in Section 8, “Site and Content Submissions,” below. SSI will not review, share, distribute or reference Your Data except as outlined in our Privacy Policy, which was incorporated into this Agreement in Section 3, "Privacy and Security Policies," above.

      Your Data will be permanently deleted upon termination of your subscription to the Site. SSI does not currently have the capability to export Your Data programmatically, and thus SSI will not provide copies of Your Data to you upon termination of your subscription to the Site. If you wish to retain copies of Your Data, you should do so yourself prior to termination of your subscription.

      5. Your Conduct

      The Site may contain bulletin board services, news groups, forums and/or other message or communication facilities (“Communication Services”) designed to enable you to communicate with others. You agree to use the Communication Services only to submit or post messages and material that are proper and, when applicable, related to the particular Communication Service. You are prohibited from submitting to, posting on or transmitting through SSI any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, racially, ethnically, or otherwise objectionable material of any kind, including but not limited to any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law. Content that consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam” is prohibited. You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of your posted content.

      Any opinions, advice, statements, services, offers, or other information that constitutes part of the content expressed or made available by third parties are those of the respective authors or distributors and not of SSI nor its affiliates, nor any of their officers, directors, employees, or agents. You acknowledge that SSI does not pre-screen all content, but that SSI and its designees shall have the right (but not the obligation) in their sole discretion to refuse, delete or move any content that is available via the Communication Services. Without limiting the foregoing, SSI and its designees shall have the right to remove any content that violates this Agreement or is otherwise objectionable. You specifically agree that SSI is not responsible for any content sent using and/or included in the Site by any third party.

      6. Copyright; Limitations on Use

      Please read our Copyright Notice, which governs the material on this Site (including materials posted by subscribers), is incorporated herein by this reference and prohibits the republishing, filtering, altering, framing, or linking of this Site or any SSI content (including graphics available on the Site) without express permission from SSI. Our Copyright Notice can be reached by clicking "Copyright Notice" at the bottom of any page of the Site.

      You agree not to use browsers or other applications that are capable of copying large portions of content from the Site. SSI can detect the use of these systems through live logfile analysis and will ban any future use by offenders. You agree not to use robots, spiders and/or crawlers, or similar technology, without following the robot guidelines found at http://www.robotstxt.org/. We are able to detect robots violating the guidelines and we will ban any offenders. If you are using a robot/spider/crawler to check SSI links, it must operate according to the robot guidelines (see above). Do not leave new robots unattended and allow a minimum of 1 minute between automated requests. You agree not to use any device, software, routine or the like to interfere or attempt to interfere with any Site functionality; take any action that imposes an unreasonable or disproportionately large load on the Site infrastructure; use any e-mail addresses appearing on the Site for purposes not relating specifically to the Site; access the Site by any means other than through the interface that is provided by SSI, or attempt to access any area of the Site to which your access is not authorized; and/or Reverse engineer, reverse assemble or otherwise attempt to discover any source code relating to the Site, except to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

      7. Accuracy and Availability of Information

      The Site contains a database of entertainment industry-related information and other content compiled by SSI. While we use commercially reasonable efforts to provide accurate information, SSI gives no warranty as to the accuracy of the database and other content on the Site. SSI reserves the right to withdraw or delete information or content from the Site at any time. This service is provided for the information of users only. It is not provided with the intention that users rely upon the information for any purposes.

      8. Site and Content Submissions

      You may submit reviews, content suggestions, ideas, comments, questions, or other information to the Site (“Site Submissions”), so long as the Site Submissions comply with the restrictions in this Agreement. SSI does not pay nor provide consideration for Site Submissions. All Site Submissions regarding improvement of or changes to the Site, including additions, deletions and changes to the data in the Site’s database, whether provided by SSI or users of the Site, are SSI’s property and you hereby assign all rights, title and interest in and to the same to SSI.

      With respect to all Submissions OTHER THAN Screenplay Submissions, Site Submissions and Your Data as defined in Section 4, “User Data,” above (“Content Submissions”), you grant SSI and its affiliates a nonexclusive, royalty-free, perpetual, irrevocable, and fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such Content Submissions throughout the world in any media. You grant SSI and its affiliates the right to use the name that you submit in connection with such Content Submissions, if we or they choose. You represent and warrant that (a) you own or otherwise control all of the rights to the Submissions that you post; (b) that the content is accurate; (c) that use of the Submissions you supply does not violate this Agreement and will not cause injury to any person or entity; (d) that you will comply with any Submission guidelines that are posted on the Site from time to time; (e) and that you will indemnify SSI or its affiliates for all claims resulting from Submissions you supply. SSI takes no responsibility and assumes no liability for any Submissions posted by you or any third party. No Submissions are subject to any obligation of confidentiality or limited use by SSI and SSI has no obligation to you for any use or disclosure of Submissions.

      9. Links to Third Party Sites

      SSI does not endorse the content on any third-party Web site, including Web sites of SSI’s affiliates (“Third-Party Sites”). SSI is not responsible for the content of Third-Party Sites that you reach through links on the Site, sites framed within the Site, or third-party advertisements on the Site, and we do not make any representations regarding their content or accuracy. Your use of Third-Party Sites is at your own risk and subject to the terms and conditions of use for such sites. Any transaction that you conduct at a Third-Party Site will be between you and the party providing that Web site. This means that SSI is not your agent and is not a party to any transaction at a Third-Party Site.

      10. Representations and Warranties by You

      You represent and warrant to SSI that: (a) you possess the legal right and ability to enter into this Agreement; (b) all information submitted by you to the Site is true and accurate; (c) you will be responsible for all use of your Credentials even if such use was conducted without your authority or permission; (d) you are at least 18 years old; and (e) you will not use the Site for any purpose that is unlawful or prohibited by this Agreement.

      11. Disclaimer of Warranties by SSI

      ALL CONTENT, SOFTWARE, AND OTHER SERVICES PROVIDED AT OR FOUND WITHIN THE SITE ARE PROVIDED TO YOU BY SSI AND ITS AFFILIATES “AS IS” AND “WITH ALL FAULTS,” WITHOUT WARRANTIES OF ANY KIND, AND SSI AND ITS AFFILIATES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SSI DOES NOT MAKE ANY WARRANTIES REGARDING THE FOLLOWING: (a) AVAILABILITY OF THE SITE AT ANY PARTICULAR TIME; (b) ACCURACY OR CURRENCY OF ANY CONTENT FOUND ON THE SITE; (c) TRANSMISSIONS TO, FROM OR WITHIN THE SITE; (d) FUNCTIONALITY; (e) LACK OF VIRUSES; (f) COMPLIANCE OF THE SOFTWARE, SERVICES AND CONTENT PROVIDED UNDER THIS AGREEMENT WITH UNITED STATES FEDERAL OR STATE LAWS; OR (g) THAT THE SOFTWARE, CONTENT OR SERVICES CONTAINED IN THE SITE WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY.

      12. Limitation of Liability; Exclusive Remedy

      IN NO EVENT WILL SSI OR ANY OF ITS AFFILIATES BE LIABLE TO YOU AND/OR ANY AGENCY FOR ANY AMOUNT IN EXCESS OF THE TOTAL DOLLAR AMOUNT ACTUALLY RECEIVED BY SSI FROM YOU FOR ACCESS TO THE SITE AND ANY OF THE SERVICES AVAILABLE AT THE SITE DURING THE YEAR PRIOR TO YOUR CLAIM. THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 2, “SUBSCRIPTION FEES AND PAYMENTS,” ABOVE.

      13. Limitation of Damages

      IN NO EVENT WILL SSI OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, COVER, PUNITIVE OR SPECIAL DAMAGES WHATSOEVER, HOWEVER CAUSED, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF OR UNAUTHORIZED ACCESS TO INFORMATION, AND THE LIKE, EVEN IN THE EVENT OF FAULT, TORT, BREACH OF CONTRACT, BREACH OF WARRANTY OR OTHER THEORY OF LIABILITY, AND EVEN IF SSI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

      14. Mutual Indemnification

      We agree to defend you against any claim, demand, suit or proceeding (“Claim”) made or brought against you by a third party alleging that the use of the Site as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify you for any damages finally awarded against, and for reasonable attorney’s fees incurred by, you in connection with any such Claim; provided, however, that you a) promptly give us written notice of the Claim; b) give us sole control of the defense and settlement of the Claim (provided that we may not settle any Claim unless the settlement unconditionally releases you of all liability); and c) provide to us all reasonable assistance, at our expense.

      You agree to defend us against any Claim made or brought against us by a third party alleging that Your Data, or your use of the Site in violation of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law, and shall indemnify us for any damages finally awarded against, and for reasonable attorney’s fees incurred by, us in connection with any such Claim; provided, however, that we a) promptly give you written notice of the Claim; b) give you sole control of the defense and settlement of the Claim (provided that you may not settle any Claim unless the settlement unconditionally releases us of all liability); and c) provide you all reasonable assistance, at your expense.

      15. Consent to Electronic Notices and Other Communication

      You agree that all of your transactions relating to the Site may, at our option, be conducted electronically, including any that we are otherwise required to provide in a “writing.” For example, we may send you notices via postings at the Site or via email to any email address that you provide to us during registration as a Site member. If you do not wish to deal with us electronically, you should not use the Site or enter into this Agreement. If applicable law now or later requires us to communicate with you non-electronically, we reserve the right to charge a fee for doing so. Notice will be deemed given 24 hours after the email is sent, unless (for email) we are notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided during registration. In such case, notice will be deemed given 3 days after the date of mailing.

      16. Print a Copy for your Records

      You agree to print or make an electronic copy of this Agreement (and any amendment from time to time) and retain it in your records. You also agree to make a copy of any other information that we deliver to you in writing.

      17. Termination

      SSI may terminate your subscription and access, or suspend access to all or part of the Site, without notice, for any conduct that SSI, in its sole discretion, believes is in violation of this Agreement, any applicable law, or is harmful to the interests of another user, service provider, or SSI. SSI may also elect not to renew your subscription and access by providing a notice of non-renewal prior to the end of your current subscription term. Sections 3 and 4, 6 through 8, 10 through 15 and 18 of this Agreement will survive any termination or expiration of this Agreement.

      18. General Provisions

      Assignment. Neither party to this Agreement may assign its rights hereunder without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety, without the consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of this Agreement upon written notice to the assigning party. Subject to the foregoing, this Agreement will inure to the benefit of and bind the parties’ respective successors and permitted assigns.

      Applicable Law and Disputes. This Agreement is governed by the laws of the State of California, without regard to principles of conflict of laws. Any dispute relating in any way to the Site or to services offered by or through the Site in which the aggregate total claim for relief sought on behalf of one or more parties exceeds $2,500 shall be adjudicated in any state or federal court in the County of Los Angeles, California, and you consent to exclusive jurisdiction and venue in such courts.

      Amendments. SSI may change the provisions of this Agreement from time to time at its sole discretion. When SSI changes the terms of this Agreement, SSI will notify you by e-mail or online postings on the Site. The changes will also appear in this document, which you can access any time by clicking "Terms of Service" at the bottom of any page of the Site. You already agreed to be bound by the changes when you first subscribed to the site. If you do not agree to be bound by the changes, you should not use the Site again and you should cancel your subscription to the Site. Even if you have not clicked on the “I Agree” button when subscribing, if you use the Site after you have been notified of a change to this Agreement, you agree to be bound by that change. To the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any amendment, addendum or document incorporated herein by reference, the terms of the amendment, addendum or other document shall prevail.

      Relationship of the Parties. The parties to this agreement are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

      Waiver and Cumulative Beneficiaries. No failure or delay by either party in exercising any right under this Agreement shall constitute a waver of that right. No term of this Agreement may be waived by SSI except in a signed, non-electronic writing signed by an authorized representative of SSI. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

      Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

      Attorney Fees. You shall pay on demand all of our reasonable attorney fees and other costs incurred by us to collect any fees or charges due us under this Agreement following your breach of Section 2, “Subscription Fees and Payments,” above.

      Entire Agreement. This Agreement (including all documents incorporated by reference) constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.

       
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