License Agreement

LICENSE AGREEMENT

CLIENTS  |  MODELS 

 

CLIENT’S TERMS AND CONDITIONS (“CTC”)

The Client must accept the following general terms and conditions for using UBOOKER Platform when registering for UBOOKER.

 

1. ACCEPTANCE OF THE TERMS AND CONDITIONS

a. Binding agreement description UBOOKER WORLDWIDE LTD, 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ, (or “UBOOKER”, “we”, “us”, or “our”) provides and makes available its website located at www.u-booker.com (the Site) along with its UBOOKER mobile application (the “App,” together with the Site, the “Service”). Client’s uses of the Service are subject to the terms and conditions contained in this Agreement (“CTC”). When you choose to use this service you are agreeing to all the policies and procedures set in the Service, between you and UBOOKER. Please read this CTC carefully. By accessing, browsing or otherwise using the Service, you acknowledge that you have read, understood, and agree to be bound by this CTC. If you do not accept the terms and conditions of this CTC, then you may not access, browse or use the Service. 
As further described below, this ctc requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions, and also limits the remedies available to you in the event of a dispute.

b. Changes to this CTC. You understand and agree that UBOOKER may change this CTC at any time without prior notice; provided that UBOOKER will endeavour to provide you with prior notice of any material changes. You may read the current, effective version of this CTC at any time by selecting the appropriate link on the Service. The revised CTC will become effective at the time of posting. Any use of the Service after such date will constitute your acceptance of such revised terms and conditions. If any change to this CTC is not acceptable to you, your sole remedy is to cease accessing, browsing and otherwise using the Service. The terms of this CTC will govern any updates UBOOKER provides to you that replace and/or supplement any portion of the Service, unless that upgrade is accompanied by a separate license or revised CTC, in which case the terms of that license or revised CTC will govern. Notwithstanding the preceding sentences of this Section 1.b, no revisions to this CTC will apply to any dispute between you and UBOOKER that arose prior to the effective date of such revision.

c. Privacy Policy. Your access to and use of the Service is also subject to UBOOKER’s Privacy Policy, the terms and conditions of which are incorporated herein by reference.

d. Eligibility. The service is not for persons under the age of 18 or for any users previously suspended or removed from the service by UBOOKER. if you are under 18 years of age, you must not use or access the service at any time or in any manner. The service is intended solely for professionals or business entities scopes.
By using the Service, you affirm that you are at least 18 years of age. If you are using the Service on behalf of a company, entity, or organization (collectively “Organization”), then you represent and warrant that you (i) are an authorized representative of that Organization; (ii) have the authority to bind that Organization to this CTC; and (iii) agree to be bound by this CTC on behalf of that Organization.

e. Representations. You hereby confirm that in using UBOOKER you are acting solely for purposes relating to your personal trade, business, craft or profession, whether acting personally or through another person acting in the trader’s name or on the trader’s behalf. Talents are contractors acting for purposes relating to their personal trade, business, craft or profession; not necessarily they are registered as VAT payer in their fiscal domicile. In case Models / Talents are VAT payers with a valid VAT number under Model/ Talent’s Terms and conditions they are obliged to disclose such number to UBOOKER.
Models/ Talents are anyway responsible for paying their own taxes as your contractors.

 

2. THE SERVICE

a. Description. The Service - subject to UBOOKER review and validation of the CLIENT’s registration data and his/her acceptance of the CLIENT’S BOOKING TERMS AND CONDITIONS (“CBTC”) - allows professionals of fashion and/or entertainment business (“Clients”) to search for and cast models or talents for gigs or specific works. A gig booked through the Service is a “JOB.” Clients, Model, Talents are collectively, “Users.” All Talents or Models interacting with you in UBOOKER necessarily approved and are bond to the “MODEL/TALENT’S TERMS AND CONDITIONS” (“MTC”) rules as talent registered users.

b. Clients. Clients may browse photographic portfolio of Models/Talents through the Service. Clients may also use the system of filters to find the best Model/Talent for their JOB. If a Client wants to hire the Model or Talent, then the Client may do so following the booking process offered by the Service and if the Talent agrees to do the JOB, Clients will pay the Model/Talent through the Service.

c. Model/Talent. The Model/Talent may accept options, eventual travel arrangements and ultimately accept to be booked for jobs through the Service once requested by a Client for the agreed “Price”, VAT Included, if applicable, plus eventual costs for “travel arrangements”. The Model/Talent will be paid for a JOB through the Service upon completion of the JOB. The Talent may also submit her own profile, the requested daily or hourly rate, required travel arrangements and the picture portfolio to the Service.

d. Contractors. UBOOKER is not a contractor for the services agreed between UBOOKER Users. Only Users are responsible for the performance and/or fulfilment of agreements they entered with one another; thus UBOOKER shall not be liable for breaches of such agreements. UBOOKER shall not be held liable if Users are unable to contact one another over the Platform regarding such agreements.

e. Mobile services. The App is accessible via a mobile phone, tablet or other wireless device (collectively, “Mobile Services”). Your mobile carrier’s normal messaging, data, and other rates and fees will apply to your use of the Mobile Services. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your mobile carrier, and not all Mobile Services may work with all carriers or devices. Therefore, you are solely responsible for checking with your mobile carrier to determine if the Mobile Services are available for your mobile device(s), what restrictions, if any, may be applicable to your use of the Mobile Services, and how much they will cost you. Nevertheless, all use of the App and the related Mobile Services must be strictly in accordance with this CTC.
Please note that UBOOKER is also available via a desktop access and login.

 

3. THE REGISTRATION

a. Log-in credentials. In order to utilize the Service, you must either login through the www.u-booker.com website or download the App and register an account with the Service (an “Account”). In both cases to create an Account, you must provide your name, email address, and/or social media account information and certain documentation that helps to verify your identity. Submitted data and profile will be reviewed by UBOOKER according to the Platform professionality standards and requirements at our sole discretion: once your profile will be validated you will be able to access to the Platform full features.

b. Account security. You are responsible for maintaining the security of your Account, and are fully responsible for all activities that occur through the use of your credentials. You agree to notify UBOOKER immediately at insert e-mail address here if you suspect or know of any unauthorized use of your log-in credentials or any other breach of security with respect to your Account. UBOOKER will not be liable for any loss or damage arising from unauthorized use of your credentials prior to you notifying UBOOKER of such unauthorized use or loss of your credentials. Separate log-in credentials may be required by the owners and/or operators of External Sites (as defined below) to access such External Sites.

c. Membership. Membership for UBOOKER platform is free. Fees, however, are charged to finalize a booking process between you and a talent or model according to the CBTC provisions. UBOOKER reserves the right to change this policy at any time without prior notice, and can make the decision to charge for other fees such as “premium services”, i.e. hosting for the photo files, video or other UBOOKER software and/or technical support in special ways. UBOOKER reserves the right to define those monies, subscription fees, billing and charges etc.

d. Accuracy of information. In creating an Account, you agree to provide true, accurate, current, and complete information as requested in any registration forms required by UBOOKER, with particular attention to your fiscal code, tax registration or VAT number. EU Clients VAT numbers will be validated through VIES system. NON-EU Clients may also be required by UBOOKER to provide evidence of your fiscal domicile or residence in order not to have UK VAT applied. You also agree to update the information about yourself promptly, and as necessary, to keep it current and accurate. We reserve the right to disallow, cancel, remove, or reassign certain usernames and permalinks in appropriate circumstances, as determined by us in our sole discretion, and may, with or without prior notice, suspend or terminate your Account if activities occur on your Account which, in our sole discretion, would or might constitute a violation of this CTC, or an infringement or violation of the rights of any third party, or of any applicable laws or regulations, including, but not limited to, trademark rights, copyrights, or the rights of privacy or publicity. If messages sent to an e-mail address provided by you are returned as undeliverable, then UBOOKER reserves the right to terminate your Account immediately with or without notice to you and without any liability to you or any third party.
We reserve the right to also be able to read your messages with our without your permission or foreknowledge.

e. Acceptance. By completing the registration process, you accept these CTC on the use of the UBOOKER service.

 

4. INTELLECTUAL PROPERTY RIGHTS

a. License. The Service is licensed, not sold, to you for use only under the terms of this CTC. UBOOKER reserves all rights not expressly granted to you. Subject to your complete and ongoing compliance with the terms and conditions of this CTC, UBOOKER hereby grants you a personal, limited, revocable, non-transferable license to access and use the Service solely for the purpose of searching for Talent and booking JOBs.

b. Content. Except for User Materials (as defined below), the content made available on or through the Service, including without limitation, any text, graphics, photos, software, and interactive features, may be protected by copyright or other intellectual property rights and owned by UBOOKER or UBOOKER’s third party licensors (the “UBOOKER Content”). You may not copy, reproduce, upload, republish, transmit, post or distribute any materials from the Service in any way without prior express written permission of the copyright owner of such material or as otherwise specified in this CTC or permitted by functionalities of the Service. You may not modify any materials obtained from the Service unless you have obtained prior express written authorization from the applicable copyright owner. You must obtain permission for all other uses of materials made available on or through the Service from UBOOKER or the copyright owner in advance and in writing. UBOOKER solely owns all design rights, databases and compilation and other intellectual property rights in and to the Service, in each case whether registered or unregistered, and related goodwill.

c. Marks. The trademarks, service marks, and logos of UBOOKER (the “UBOOKER Trademarks”) used and displayed on the Service are registered and unregistered trademarks or service marks of UBOOKER. Other product and service names located on the Service may be trademarks or service marks owned by third parties (the “Third-Party Trademarks,” and, collectively with the UBOOKER Trademarks, the “Trademarks”). Nothing on the Service or in this CTC should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this Service without UBOOKER’s prior express written consent for each individual use. You may not use the Trademarks to disparage UBOOKER or the applicable third-party, UBOOKER’s or a third-party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. You may not use any Trademarks as part of a link to or from any Service without UBOOKER’s prior express written consent. All goodwill generated from the use of any UBOOKER’s Trademark will inure solely to UBOOKER’s benefit.

d. Restrictions. You may not sell, transfer, assign, license, sublicense, or modify the UBOOKER Content or App, and you may not reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the UBOOKER Content in any way for any public or commercial purpose. The use or posting of any of the UBOOKER Content on any other website or in a networked computer environment for any purpose is expressly prohibited. In addition, you also may not attempt to derive the source code of, modify, or create derivative works of the App, any updates, or any part thereof (except as and only to the extent any of the foregoing restrictions are prohibited by applicable law). If you violate any part of this CTC, then your right to access and/or use the UBOOKER Content and Service will automatically terminate and you must immediately destroy any copies you have made of the UBOOKER Content.

e. Client’s brand. The Client agrees that UBOOKER may use your name and brand as a customer reference and may publicly disclose and advertise the fact that you are using UBOOKER platform and services.

 

5. JOBS 

a. Submitting jobs. Clients may submit JOBs and book Models/Talents through the Service. You represent and warrant that the information you submit about each JOB (together, with all other materials submitted by you to the Service, “Client Materials”) is accurate. In addition, UBOOKER has the right – but not the obligation – in its sole discretion to refuse or delete any JOBs that it reasonably considers to violate this CTC or be otherwise illegal or inappropriate.

b. Booking jobs. If you wish to book one or more Models /Talents for a JOB, you may request an option through the Service, which will be offered to the Model/s or Talent/s (“Booking Price”). The optioned Model/s or Talent/s may accept or reject your offer in his or her sole discretion. If one of the Model/Talent accepts an Option for a Booking you may then proceed to finalize the Booking for the JOB via The Service. When an agreement between you and the Model is reached you will be asked to confirm you have read and approved the CBTC. UBOOKER will then apply its fees accordingly and you will be required to authorize or perform the agreed payments according to the selected means of payment. If, at any point in time, you book a talent previously introduced to you by UBOOKER for a new project, and this booking happens externally to the UBOOKER platform without UBOOKER's consent, UBOOKER will at his sole discretion charge it fees for that job and for any subsequent job that involves you and the Talent.

c. Cancellation. Clients may cancel JOBs booked through the Service in their sole discretion. The conditions, terms and consequences of JOBs cancellationare ruled by CBTC.

d. Rescheduling. In case the JOB was booked with a single model/talent it is possible to reschedule the job with the prior consent of the booked model/talent. The conditions and terms to cancel JOBs are ruled by CBTC.

e. Model’s cancellation. In case the Model/s or Talent/s cancel at any time after your payment a JOB UBOOKER will refund you according to CBTC provisions.

f. Intervention of UBOOKER in the booking. If you successfully finalized a booking of a JOB through UBOOKER with a User, the persons intervening in this process are you, the Talent/Model and UBOOKER. UBOOKER is intervening in the transaction solely for the following scopes:
f.i.
 To provide, host and maintain a data base of Talents and Models on the Platform for the benefits of the Clients, who may select any of them for the jobs that they may require through the platform;
f.ii.
 To supervise the payment process and assist the Client for correct payments and the Model for correct billing.
f.iii.
 In case of a sudden cancellation of the booking by the Model UBOOKER will endeavour to help and assist you in finding a suitable substitution, if you require so. 
f.iv.
 The agreement is reached by the model/s or talent/s and you without any recommendation of UBOOKER. UBOOKER does not take any decision on the suitability of talent for a certain job. The only persons responsible of the decision and of the adequacy of the services of talent for a job is you and the model/talent. Thus UBOOKER acts solely as intermediary and is not in any way deemed to be an agent, agency or a representative of the talent/ model booked.

g. Fashion business practices. As mere intermediary between Clients and Models UBOOKER is not imposing any engagement or cooperation rules to Users in their dealings for a certain JOB; still, in order to avoid misunderstandings and with the aim to lower to the minimum the possibilities of CONTROVERSIES between Users, UBOOKER strongly recommend in optioning Model/s and in accepting the JOB, that both parties prior agree on common and basic “UBOOKER Fashion Business Practices” which UBOOKER hereby resumed for your convenience. You are anyway free to rule your cooperation with Models in different terms, but in this case UBOOKER strongly encourages the Party who desires additional or different terms than those specified in UBOOKER Fashion Business Practices to expressly state such terms and having them expressly agreed with your counterpart.

 

6. USER MATERIALS

a. License to user materials. Client Materials, Model Materials and Talent Materials are collectively, "User Materials."By Posting User Materials to the Service, you hereby grant UBOOKER (and its assignees, designees, successors, licensees, and sub-licensees), for the sole purposes of displaying your User Materials to other Users, an unrestricted, assignable, sublicensable, revocable, royalty-free, fully paid up license throughout the world and during the term of the CTC to reproduce, distribute, publicly display, transmit, communicate to the public, publicly perform on a through-to-the-audience basis, create derivative works from, and otherwise use and exploit (collectively, “Use”) all User Materials you upload to or through the Service through any media and formats now known or hereafter developed.

b. License for name, image, voice and likeness. You further grant UBOOKER a royalty-free license to Use your name, image, voice, and likeness (and that of any person identifiable in any User Material you post to the Service) made available by or on your behalf through the Service in conjunction with the rights you grant in Section 7.a above.

c. Limited waiver of rights. By posting User Materials to or through the Service you waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection with your User Materials, or any portion thereof. To the extent any moral rights are not transferable or assignable, you hereby waive and agree never to assert any and all moral rights, or to support, maintain or permit any action based on any moral rights that you may have in or with respect to any User Materials you post to the Service, during the term of the CTC. You expressly release UBOOKER and all of UBOOKER agents, partners, subsidiaries, affiliates, licensees, successors, and assigns from any and all claims, demands, liabilities, or causes of action, whether now known or unknown, for defamation, copyright infringement, violation of moral rights, and invasion of the rights to privacy, publicity, or personality or any similar matter, or based upon or relating to the Use of your User Materials as authorized in the CTC.

d. Representations and Warranties. With Respect to Your User Materials. Except for materials UBOOKER provided to you through the Service, you represent, warrant, and covenant that (i) you either are the sole and exclusive owner of all of your User Materials that you post to the Service, or you have all rights, licenses, consents, and releases that are necessary to grant to UBOOKER the rights in your User Materials as contemplated under the CTC, and (ii) neither the User Materials you post to the Service nor your creation of, accessing, or posting of your User Materials or UBOOKER’s Use of your User Materials (or any portion thereof) as permitted in the CTC will (A) infringe, misappropriate or violate the rights of any party or entity, including a third party’s patent, copyright, trademark, trade secret, moral rights, rights of publicity, rights of privacy or other intellectual property or proprietary rights, (B) constitute or result in defamation, libel, slander, or the violation of any applicable law or regulation (including, without limitation, restrictions on obscenity, child pornography, wiretap laws or other similar restrictions on nonconsensual recording, or otherwise), or (C) require UBOOKER to obtain any licenses from or make any payments in any amounts to any third party throughout the world.

e. Prohibition on uploading objectionable content. You agree not to submit User Materials that: (i) is or could be interpreted to be infringing, defamatory, libellous, inaccurate, unlawful, harmful, threatening, abusive, harassing, vulgar, offensive, obscene, pornographic, objectionable, hateful, or promotes discrimination, bigotry, racism, or hatred (collectively, “Objectionable Content”), as UBOOKER determines in its sole discretion; or (ii) introduces viruses, time-bombs, worms, cancel bots, Trojan Horses and/or other harmful or malicious code. If you encounter any Objectionable Content on the Service, please email at insert e-mail here. The Service will include functionality that will allow you to “flag” Objectionable Content. Just because you flag certain content does not mean that UBOOKER will remove that content from the Service. UBOOKER has the right, but not the obligation, to remove any content from the Service that has been flagged as Objectionable Content.

 

7. MESSAGES

a. Messages. The Service allows Users to send messages (“Messages”) to each other. Sending Messages is a privilege, not a right, and UBOOKER may terminate such privileges of any User at any time and for any reason, without any liability to such User. Harmful, obscene, or offensive communications are not welcome in any Messages. If a User sends you an objectionable Message, then please notify us by sending an e-mail to insert e-mail here. You should exercise discretion, good sense, and sound judgment when sending a Message. You are solely responsible for the content of any Message you send. You agree to take reasonable precautions in all interactions with other Users, particularly if you decide to communicate with another User offline or meet them in person. You agree that UBOOKER may monitor Messages for compliance with these Terms, and therefore, Messages should not be considered confidential or proprietary. You hereby grant us an assignable, sublicensable, irrevocable license to reproduce and transmit your Messages in connection with facilitating transmission to the intended recipient through the Service and for such other purpose as UBOOKER may deem appropriate in its sole discretion. 

 

8. RESTRICTION ON USE OF SERVICE

a. Restrictions. In using the Service, you agree not to:
a.i.
 take any action that imposes an unreasonable load on the Service’s infrastructure;
a.ii. use any device, software or routine to interfere or attempt to interfere with the proper working of the Service, or any activity conducted on the Service
a.iii. attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the Service; a.iv. delete or alter any material posted on the Service by UBOOKER or any other person or entity;
a.v. frame or link to any of the materials or information available on the Service;
a.vi. alter, deface, mutilate, or otherwise bypass any approved software through which the Service is made available;
a.vii. use any trademarks, service marks, design marks, logos, photographs, or other content belonging to UBOOKER or obtained from the Service;
a.viii. access, tamper with, or use non-public areas of the Service, UBOOKER’s (and its hosting company’s) computer systems and infrastructure, or the technical delivery systems of UBOOKER’s providers;
a.ix. harass, abuse, harm, or advocate or incite harassment, abuse, or harm of another person or group, including UBOOKER employees;
a.x. provide any false personal information to UBOOKER;
a.xi. create a false identity or impersonate another person or entity in any way;
a.xii. create a new account with UBOOKER without UBOOKER’s express written consent, if UBOOKER has previously disabled an account of yours;
a.xiii. solicit, or attempt to solicit, personal information from other Users;
a.xiv. restrict, discourage, or inhibit any person from using the Service, disclose personal information about a third person on the Service or obtained from the Service without the consent of that person, or collect information about users of the Service;
a.xv. use the Service to send emails or other communications to persons who have requested that you not sent them communications;
a.xvi. gain unauthorized access to the Service, to other users’ accounts, names, or personally identifiable information, or to other computers or websites connected or linked to the Service;
a.xvii. post, transmit or otherwise make available any virus, worm, spyware, or any other computer code, file, or program that may or is intended to disable, overburden, impair, damage, or hijack the operation of any hardware, software, or telecommunications equipment, or any other aspect of the Service or communications equipment and computers connected to the Service;
a.xviii. interfere with or disrupt the Service, networks, or servers connected to the Service or violate the regulations, policies or procedures of those networks or servers;
a.xix. violate any applicable federal, state, or local laws or regulations or the terms of this MTC; or
a.xx. assist or permit any persons in engaging in any of the activities described

 

9. EXTERNAL SITES

a. Third parties websites. The Site and/or App may contain links to third party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or Webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. UBOOKER is not responsible for the content of any linked External Sites and does not make any representations regarding the content or accuracy of any materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access any External Sites, you do so at your own risk.

 

10. FEEDBACKS

a. Feedback. While our own staff is continually working to develop and evaluate our own product ideas and features, we pride ourselves on paying close attention to the interests, feedback, comments, and suggestions we receive from the user community. If you choose to contribute by sending UBOOKER or our employees any ideas for products, services, features, modifications, enhancements, content, refinements, technologies, content offerings (such as audio, visual, games, or other types of content), promotions, strategies, or product/feature names, or any related documentation, artwork, computer code, diagrams, or other materials (collectively “Feedback”), then regardless of what your accompanying communication may say, the following terms will apply, so that future misunderstandings can be avoided. Accordingly, by sending Feedback to UBOOKER you agree that:
(i). UBOOKER has no obligation to review, consider, or implement your Feedback, or to return to you all or part of any Feedback for any reason;
(ii). Feedback is provided on a non-confidential basis, and UBOOKER is not under any obligation to keep any Feedback you send confidential or to refrain from using or disclosing it in any way; and
(iii). You irrevocably grant UBOOKER perpetual and unlimited permission to reproduce, distribute, create derivative works of, modify, publicly perform (including on a through-to-the-audience basis), communicate to the public, make available, publicly display, and otherwise use and exploit the Feedback and derivatives thereof for any purpose and without restriction, free of charge and without attribution of any kind, including by making, using, selling, offering for sale, importing, and promoting commercial products and services that incorporate or embody Feedback, whether in whole or in part, and whether as provided or as modified.

 

11. CONTROVERSIES BETWEEN USERS

a. Opening a controversy. In the event of complaints, the Client must inform the UBOOKER immediately and state the grounds for the complaint. To this exent the Platform provides a specific tool to open a “Controversy”, where you can state your claim and submit evidence substantiating grounds for your complaint, uploading the available material.

b. Substantiating a controversy. Polaroid photographs must be taken to provide evidence for the complaint.

c. Behaviour during a controversy. While opening a controversy and submitting your complaint to UBOOKER you must release the model against whom complaints were made from the obligation to work. The model shall not be considered responsible for hair styling, styling and makeup. Proven client complaints shall revoke any obligation to pay for this model, including travel expenses. If photographs are nevertheless taken using the model, the client shall be considered as having waived all rights to complaint.

d. Friendly resolution of the controversy. If the model should be to blame for arriving late (due to oversleeping, missing a flight, etc.), the model shall accordingly be obliged to work longer. If, owing to specific circumstances, this should prove to be partially or entirely impossible, then the model shall lose the proportionate claim to a daily fee on the basis of the overtime rate. Whitin the controversy section in the Platform you may find an agreement with the model for a reduction of fee, which will be notified to UBOOKER and our Payment Processor.

e. Closing of the controversy without a resoultion. After 7 (seven) days from the opening of a controversy without a settlement the controversy is automatically closed by UBOOKER either with the refund of deposit to the Client or the payment of the Booking price to the Model/Talent, deducted the Model’s FEE acccording to the decision of the CONTROVERSY RESOLUTION PANEL in UBOOKER.
The party which is unsatisfied with UBOOKER CONTROVERSY RESOLUTION PANEL may in case pursue his/her interests against the counterpart and UBOOKER according to Section 12 a.ii. Arbitration Proceeding rules.

 

12. DISPUTE RESOLUTION

a. Mandatory arbitration. Please read this carefully. It affects your rights. You and UBOOKER and its respective corporate parents, subsidiaries, affiliates, predecessors in interest, successors, permitted assigns, and any other parties on whose behalf you are accessing the service agree to arbitration (except for matters that may be taken to small claims courts), as the exclusive form of dispute resolution except as provided for below, for all disputes and claims arising out of or relating to this ctc or the service. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Please visit www.ciarb.org/ for more information about arbitration.
a.i. Friendly settlement attempt. A party who intends to seek arbitration must first send to the other, by an international courier with a tracking mechanism, a written notice of intent to arbitrate (a “Notice”), or, in the absence of a mailing address provided by you to UBOOKER, to you via any other method available to UBOOKER, including via e-mail. The Notice to UBOOKER should be addressed to 71-75, Shelton Street, Covent Garden, London, WC2H 9JQ, UNITED KINGDOM, Attn: Chief Executive Officer (the “Arbitration Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (the “Demand”). If you and UBOOKER do not reach an agreement to resolve the claim within thirty (30) days after the Notice is received, you or UBOOKER may commence an arbitration proceeding as set forth below. 
a.ii. Arbitration Proceeding. 
a.ii.1) Any dispute, controversy, or claim arising out of or in connection with this contract, or the breach, termination or validity thereof ,whose monetary value of claim is within £5,000 and £100,000, shall be submitted to the Chartered Institute of Arbitrators (CIArb) and settled by final and binding arbitration in accordance with the Rules of The Business Arbitration Scheme. Judgment on any award issued under this provision may be entered by any court of competent jurisdiction.
a.ii.2) Any dispute, controversy, or claim arising out of or in connection with this contract, or the breach, termination or validity thereof, whose monetary value of claim is higher than £100,000, shall be submitted to the Chartered Institute of Arbitrators (CIArb) and settled by final and binding arbitration in accordance with the CIArb Arbitration Rules. Judgment on any award issued under this provision may be entered by any court of competent jurisdiction.

b. Enforceability. If only Section 12.a.iii or the entirety of this Section 12 is found to be unenforceable, then the entirety of this Section 12 will be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described in Section 18 will govern any action arising out of or related to this CTC.

 

13. LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES.

Limitation of Liability and Disclaimer of Warranties.
a. UBOOKER, its affiliates, and their respective officers, directors, employees, agents, suppliers and licensors (collectively, the “UBOOKER parties”) make no warranties or representations about the service and any content available on the service, including but not limited, to the accuracy, reliability, completeness, timeliness or reliability thereof. The UBOOKER parties will not be subject to liability for the truth, accuracy or completeness of any content or any other information conveyed to any UBOOKER user, or for errors, mistakes or omissions therein, or for any delays or interruptions of the data, or information stream from whatever cause. as a user, you agree that you use the service and any content at your own risk.
b. the UBOOKER parties do not warrant that the service will operate error free, or that the service and any content are free of computer viruses or similar contamination or destructive features. if your use of the service or any content results in the need for servicing or replacing equipment or data, no UBOOKER party will be responsible for those costs.
c. the service and all content are provided on an “as is” and “as available” basis without any warranties of any kind. the UBOOKER parties disclaim all warranties, including, but not limited to, the warranties of title, merchantability, non-infringement of third parties rights, and fitness for particular purpose.
d. UBOOKER does not make any warranties or representations regarding any data and/or information provided or made available by any talent/ model on UBOOKER. in particular, UBOOKER does not warrant or represent that said data and/or information is true or accurate, or that it fulfils or serves any particular purpose.
e. in no event will any UBOOKER party be liable for any special, indirect, punitive, incidental or consequential damages, lost profits, or damages resulting from lost data or business interruption resulting from, or in connection with, the use or inability to use the service and any content, whether based on warranty, contract, tort (including negligence), or any other legal theory, even if such UBOOKER party has been advised of the possibility of such damages. UBOOKER’s liability, and the liability of any other UBOOKER parties, to you or any third parties in any circumstance is limited to £100.
f. some jurisdictions do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. in such jurisdictions, the liability of the UBOOKER parties will be limited to the greatest extent permitted by law.

 

14. THIRD PARTIES DISPUTE. 

UBOOKER is not affiliated with any mobile carrier or other third party service provider, and any dispute you have with any such parties or any other third party, including, without limitation, any other user of the service (including any talent or client) or any modeling or “mother agency,” is directly between you and such third party, and you irrevocably release the UBOOKER parties from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

 

15. INDEMNIFICATION. 

You agree to defend, indemnify, and hold harmless the UBOOKER Parties from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your actual or alleged breach of this CTC or your access to, use or misuse of the UBOOKER Content or Service. UBOOKER will provide notice to you of any such claim, suit, or proceeding. UBOOKER reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting UBOOKER’s defense of such matter.

 

16. TERMINATION OF THE CTC

a. Account deletion. You may delete your UBOOKER Client Account at any time without cause. UBOOKER may also delete or suspend your account at any time without cause. You may deliver notice of termination using the contact form available on UBOOKER or by pressing the “Request your account to be deleted” button, if available, at any time. The termination notice shall include your registered name and e-mail address. Your account data will be stored in UBOOKER for 5 years and then deleted. Your account will cease to be present in the platform online.

b. Termination of CTC. This agreement remain into force until all obligations between parties are fullfilled and/or pending any disputes . Sections 4, 6,7, 8, 9, 10, 11, 12, 13, 14 – 17 survive the termination of this CTC.

c. Restore your account. Within one year from your account deletion you may request to restore your Account, so it will be again online in the Platform and you can use again UBOOKER services. While you request your account restoration you accept this CTC and all UBOOKER policies.

 

17. CONSENT TO ELECTRONIC COMMUNICATION

a. Consent to electronic communication. By using the Service, you give your consent to receive certain electronic communications from us as further described in the Privacy Policy. Please read the Privacy Policy to learn more about your choices regarding our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

 

18. MISCELLANEOUS. 

a. Final provisions. This CTC, its annexes and the policies herein contained are governed by the internal substantive laws of England and Wales without respect to its conflict of laws provisions. You expressly agree to submit to the exclusive personal jurisdiction of the state and courts sitting in England and Wales. You agree that no joint venture, partnership, employment, or agency relationship exists between you and UBOOKER as a result of this CTC or use of the Service. You further acknowledge that by submitting User Materials, no confidential, fiduciary, contractually implied or other relationship is created between you and UBOOKER other than pursuant to this CTC. If any provision of this CTC is found to be invalid by any court having competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of this CTC, which will remain in full force and effect. Failure of UBOOKER to act on or enforce any provision of this CTC will not be construed as a waiver of that provision or any other provision in this CTC. No waiver will be effective against UBOOKER unless made in writing, and no such waiver will be construed as a waiver in any other or subsequent instance. Except as expressly agreed by UBOOKER and you, this CTC constitutes the entire agreement between you and UBOOKER with respect to the subject matter hereof, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter herein. The section headings are provided merely for convenience and will not be given any legal import. This CTC will inure to the benefit of our successors and assigns. You may not assign this CTC or any of the rights or licenses granted hereunder, directly or indirectly, including by sale, merger, change of control, operation of law or otherwise, without UBOOKER’s prior express written consent. This means that in the event you dispose of any device on which you have installed the App, such as by sale or gift, you are responsible for deleting the App from your mobile device prior to such disposition. UBOOKER may assign this CTC, including all its rights hereunder, without restriction.

 

MODEL’S TERMS AND CONDITIONS (“MTC”)

The Model/Talent must accept the following general terms and conditions for using UBOOKER Platform when registering for UBOOKER.

 

1. ACCEPTANCE OF THE TERMS AND CONDITIONS

a. BINDING AGREEMENT DESCRIPTION UBOOKER WORLDWIDE LTD, , 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ, (or “UBOOKER”, “we”, “us”, or “our”) provides and makes available its website located at www.u-booker.com (the Site) along with its UBOOKER mobile application (the “App,” together with the Site, the “Service”). Client’s uses of the Service are subject to the terms and conditions contained in this Agreement (“MTC”). When you choose to use this service you are agreeing to all the policies and procedures set in the Service, between you and UBOOKER. Please read this MTC carefully. By accessing, browsing or otherwise using the Service, you acknowledge that you have read, understood, and agree to be bound by this MTC. If you do not accept the terms and conditions of this MTC, then you may not access, browse or use the Service.
As further described below, this mtc requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions, and also limits the remedies available to you in the event of a dispute.

b. Changes to this MTC. You understand and agree that UBOOKER may change this MTC at any time without prior notice; provided that UBOOKER will endeavour to provide you with prior notice of any material changes. You may read the current, effective version of this MTC at any time by selecting the appropriate link on the Service. The revised MTC will become effective at the time of posting. Any use of the Service after such date will constitute your acceptance of such revised terms and conditions. If any change to this MTC is not acceptable to you, your sole remedy is to cease accessing, browsing and otherwise using the Service. The terms of this MTC will govern any updates UBOOKER provides to you that replace and/or supplement any portion of the Service, unless that upgrade is accompanied by a separate license or revised MTC, in which case the terms of that license or revised MTC will govern. Notwithstanding the preceding sentences of this Section 1.b, no revisions to this MTC will apply to any dispute between you and UBOOKER that arose prior to the effective date of such revision.

c. Privacy Policy. Your access to and use of the Service is also subject to UBOOKER’s Privacy Policy, the terms and conditions of which are incorporated herein by reference.

d. Eligibility. The service is not for persons under the age of 18 or for any users previously suspended or removed from the service by UBOOKER. If you are under 18 years of age, you must not use or access the service at any time or in any manner. The service is intended solely for professional scopes.
By using the Service, you affirm that you are at least 18 years of age. If you are using the Service on behalf of a company, entity, or organization (collectively “Organization”), then you represent and warrant that you (i) are an authorized representative of that Organization; (ii) have the authority to bind that Organization to this MTC; and (iii) agree to be bound by this MTC on behalf of that Organization.

e. Representations. You hereby confirm that in using UBOOKER you are acting solely for purposes relating to your personal trade, business, craft or profession. Models/Talents are CLIENT’s contractors acting for purposes relating to their personal trade, business, craft or profession; according to your jurisdiction in consequence of the incomes you may get, also through JOBs agreed through the Service, you may be required to register as VAT payer in your fiscal domicile. In case you are VAT payers with a valid VAT number under Model/ Talent’s Terms and conditions you are obliged to disclose such number to UBOOKER.
MODELS/ TALENTS ARE RESPONSIBLE FOR PAYING THEIR OWN TAXES AS DIRECT CONTRACTORS with the Clients and shall comply with tax rules of their own jurisdiction. UBOOKER advises you to consult a professional in tax matter in case you do not have enough knowledge on how to comply to your fiscal domicile tax rules.

 

2. THE SERVICE

a. Description. The Service - subject to UBOOKER review and validation of the MODEL’s registration data, submitted material and his/her acceptance of the MODEL’S BOOKING TERMS AND CONDITIONS (“MBTC”) - allows professionals of fashion and/or entertainment business (“Clients”) to search for and cast models or talents for gigs or specific works. A gig booked through the Service is a “JOB.” Clients, Model, Talents are collectively, “Users.” All Clients interacting with you in UBOOKER necessarily approved and are bond to the “CLIENT’S TERMS AND CONDITIONS” (“CTC”) rules as client registered users.

b. Clients. Clients may browse photographic portfolio of Models/Talents through the Service. Clients may also use the system of filters to find the best Model/Talent for their JOB. If a Client wants to hire the Model or Talent, then the Client may do so following the booking process offered by the Service and if the Talent agrees to do the JOB, Clients will pay the Model/Talent through the Service.

c. Model/Talent. The Model/Talent may accept options, eventual travel arrangements and ultimately accept to be booked for jobs through the Service once requested by a Client for the agreed “Price”, VAT Included, if applicable, plus eventual costs for “travel arrangements”. The Model/Talent will be paid for a JOB through the Service upon completion of the JOB. The Talent may also submit her own profile, the requested daily or hourly rate, required travel arrangements and the picture portfolio to the Service.

d. Contractors. UBOOKER is not a contractor for the services agreed between UBOOKER Users. Only Users are responsible for the performance and/or fulfilment of agreements they entered with one another; thus UBOOKER shall not be liable for breaches of such agreements. UBOOKER shall not be held liable if Users are unable to contact one another over the Platform regarding such agreements.

e. Mobile services. The App is accessible via a mobile phone, tablet or other wireless device (collectively, “Mobile Services”). Your mobile carrier’s normal messaging, data, and other rates and fees will apply to your use of the Mobile Services. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your mobile carrier, and not all Mobile Services may work with all carriers or devices. Therefore, you are solely responsible for checking with your mobile carrier to determine if the Mobile Services are available for your mobile device(s), what restrictions, if any, may be applicable to your use of the Mobile Services, and how much they will cost you. Nevertheless, all use of the App and the related Mobile Services must be strictly in accordance with this MTC.
Please note that UBOOKER is also available via a desktop access and login.

 

3. THE REGISTRATION

a. Log-in credentials. In order to utilize the Service, you must either login through the UBOOKER website or download the App and register an account with the Service (an “Account”). In both cases to create an Account, you must provide your name, email address, and/or social media account information and certain documentation that helps to verify your identity. Submitted data, material and profile will be reviewed by UBOOKER according to the Platform professionality standards and requirements at our sole discretion: once your profile will be validated you will be able to access to the Platform full features. 

b. Account security. You are responsible for maintaining the security of your Account, and are fully responsible for all activities that occur through the use of your credentials. You agree to notify UBOOKER immediately at insert e-mail address here if you suspect or know of any unauthorized use of your log-in credentials or any other breach of security with respect to your Account. UBOOKER will not be liable for any loss or damage arising from unauthorized use of your credentials prior to you notifying UBOOKER of such unauthorized use or loss of your credentials. Separate log-in credentials may be required by the owners and/or operators of External Sites (as defined below) to access such External Sites.

c. Membership. Membership for UBOOKER platform is free. Fees, however, are charged to finalize a booking process between you and a Client according to the MBTC. UBOOKER reserves the right to change this policy at any time without prior notice, and can make the decision to charge for other fees such as “premium services”, i.e. hosting for the photo files, video or other UBOOKER software and/or technical support in special ways.  UBOOKER reserves the right to define those monies, subscription fees, billing and charges etc.

d. Accuracy of information. In creating an Account, you agree to provide true, accurate, current, and complete information as requested in any registration forms required by UBOOKER, with particular attention to your fiscal code, tax registration or VAT number. EU Model VAT numbers will be validated through VIES system. You also agree to update the information about yourself promptly, and as necessary, to keep it current and accurate. We reserve the right to disallow, cancel, remove, or reassign certain usernames and permalinks in appropriate circumstances, as determined by us in our sole discretion, and may, with or without prior notice, suspend or terminate your Account if activities occur on your Account which, in our sole discretion, would or might constitute a violation of this MTC, or an infringement or violation of the rights of any third party, or of any applicable laws or regulations, including, but not limited to, trademark rights, copyrights, or the rights of privacy or publicity. If messages sent to an e-mail address provided by you are returned as undeliverable, then UBOOKER reserves the right to terminate your Account immediately with or without notice to you and without any liability to you or any third party.
We reserve the right to also be able to read your messages with our without your permission or foreknowledge.

e. Acceptance. By completing the registration process, you accept these MTC on the use of the UBOOKER service.

 

4. INTELLECTUAL PROPERTY RIGHTS

a. License. The Service is licensed, not sold, to you for use only under the terms of this MTC. UBOOKER reserves all rights not expressly granted to you. Subject to your complete and ongoing compliance with the terms and conditions of this MTC, UBOOKER hereby grants you a personal, limited, revocable, non-transferable license to access and use the Service solely for the purpose of searching for Talent and booking JOBs.

b. Content. Except for User Materials (as defined below), the content made available on or through the Service, including without limitation, any text, graphics, photos, software, and interactive features, may be protected by copyright or other intellectual property rights and owned by UBOOKER or UBOOKER’s third party licensors (the “UBOOKER Content”). You may not copy, reproduce, upload, republish, transmit, post or distribute any materials from the Service in any way without prior express written permission of the copyright owner of such material or as otherwise specified in this MTC or permitted by functionalities of the Service. You may not modify any materials obtained from the Service unless you have obtained prior express written authorization from the applicable copyright owner. You must obtain permission for all other uses of materials made available on or through the Service from UBOOKER or the copyright owner in advance and in writing. UBOOKER solely owns all design rights, databases and compilation and other intellectual property rights in and to the Service, in each case whether registered or unregistered, and related goodwill.

c. Marks. The trademarks, service marks, and logos of UBOOKER (the “UBOOKER Trademarks”) used and displayed on the Service are registered and unregistered trademarks or service marks of UBOOKER. Other product and service names located on the Service may be trademarks or service marks owned by third parties (the “Third-Party Trademarks,” and, collectively with the UBOOKER Trademarks, the “Trademarks”). Nothing on the Service or in this MTC should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this Service without UBOOKER’s prior express written consent for each individual use. You may not use the Trademarks to disparage UBOOKER or the applicable third-party, UBOOKER’s or a third-party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. You may not use any Trademarks as part of a link to or from any Service without UBOOKER’s prior express written consent. All goodwill generated from the use of any UBOOKER’s Trademark will inure solely to UBOOKER’s benefit.

d. Restrictions. You may not sell, transfer, assign, license, sublicense, or modify the UBOOKER Content or App, and you may not reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the UBOOKER Content in any way for any public or commercial purpose. The use or posting of any of the UBOOKER Content on any other website or in a networked computer environment for any purpose is expressly prohibited. In addition, you also may not attempt to derive the source code of, modify, or create derivative works of the App, any updates, or any part thereof (except as and only to the extent any of the foregoing restrictions are prohibited by applicable law). If you violate any part of this MTC, then your right to access and/or use the UBOOKER Content and Service will automatically terminate and you must immediately destroy any copies you have made of the UBOOKER Content.

 

5. JOBS 

a. Submitting jobs. Clients may submit JOBs and book Models/Talents through the Service. You represent and warrant that the information you submit about each JOB (together, with all other materials submitted by you to the Service, “Model’s Materials”) is accurate. In addition, UBOOKER has the right – but not the obligation – in its sole discretion to refuse or delete any JOBs that it reasonably considers to violate this MTC or be otherwise illegal or inappropriate.

b. Booking jobs. If a Client desires to book your services as Models /Talents for a JOB, he may request an option through the Service, making through the Platform an offer (“Booking Price”). The Booking Price includes VAT and all other the taxes you are responsible to apply and pay, if applicable. You may accept or reject his offer at your sole discretion. In order to accept the JOB offer you will be asked to confirm you have read and approved the MBTC.
If you accept an Option for a Booking such Booking shall be finalized by the Client via The Service paying his dues according to MBTC. Only when such money is received by the Payment Processor the booking is confirmed. If, at any point in time, you accept a booking by a client previously introduced to you by UBOOKER, and this booking happens externally to the UBOOKER platform without UBOOKER's consent, UBOOKER will at his sole discretion charge its fees for that job and for any subsequent job that involves you and the Client, and reserves the right to suspend your account (16a).

c. Cancellation. Clients may cancel JOBs booked through the Service in their sole discretion. The conditions, terms and consequences of JOBs cancellationare ruled by MBTC.

d. Rescheduling. In case the JOB was booked with you as a single model/talent it is possible for the booking Client to attempt to reschedule the job with your prior consent, so any moment before the JOB start-date the client can set another date for the job and ask to confirm it with you. If a reschedule agreement is reached the money already charged will be disposed according to MBTC.
d.i. In case the you are not available for the rescheduled JOB start-date proposed the failed rescheduling attempt shall be deemed to be considered as a Cancellation according to MBTC provisions.
d.ii. UBOOKER is strongly enchouraging the Clients to communicate their needs for rescheduling through the Platform before attempting to reschedule a JOB already booked.

e. Model’s cancellation. You may cancel at any time a JOB. You shall be warned anyway that cancelling a booked job without reasonable prior notice to the Client is not a professional behaviour and may have consequences in your Model/Talent reputation and on feedbacks the Clients may give about you. Moreover UBOOKER will be contractually bond to refund the Client of all those esbursement already made. We reserve the right in our sole discretion to take remedial actions, which may include, without limitation, prohibiting you from using the Service in case we will retain your cancellation not reasonable in terms and/or timing.
We may change the cancellation and rescheduling policies set forth in this section in our sole discretion.

f. Intervention of UBOOKER in the booking. If you successfully finalized a booking of a JOB through UBOOKER with a User, the persons intervening in this process are you, the Model/Talent and UBOOKER. UBOOKER is intervening in the transaction solely for the following scopes:
f.i. To provide, host and maintain a data base of Talents and Models on the Platform for the benefits of the Clients, who may select any of them for the jobs that they may require through the platform;
f.ii. To supervise the payment process and assist the Client for correct payments and the Model for correct billing.
f.iii. The agreement is reached by the CLIENT/s and you without any recommendation of UBOOKER. UBOOKER does not take any decision on the suitability of talent for a certain job. the only persons responsible of the decision and of the adequacy of the services of talent for a job is you and the Model/Talent. Thus UBOOKER acts solely as intermediary and is not in any way deemed to be an agent, agency or a representative of the Talent/ Model booked.

g. Fashion business practices. As mere intermediary between Clients and Models UBOOKER is not imposing any engagement or cooperation rules to Users in their dealings for a certain JOB; still, in order to avoid misunderstandings and with the aim to lower to the minimum the possibilities of CONTROVERSIES between Users, UBOOKER strongly recommend in optioning Model/s and in accepting the JOB, that both parties prior agree on common and basic “UBOOKER Fashion Business Practices” which UBOOKER hereby resumed for your convenience. You are anyway free to rule your cooperation with CLIENTS in different terms, but in this case UBOOKER strongly encourages the Party who desires additional or different terms than those specified in UBOOKER Fashion Business Practices to expressly state such terms and having them expressly agreed with your counterpart.

 

6. USER MATERIALS
a. License to user materials. Client Materials, Model Materials and Talent Materials are collectively, "User Materials."By Posting User Materials to the Service, you hereby grant UBOOKER (and its assignees, designees, successors, licensees, and sub-licensees), for the sole purposes of displaying your User Materials to other Users, an unrestricted, assignable, sublicensable, revocable, royalty-free, fully paid up license throughout the world and during the term of the MTC to reproduce, distribute, publicly display, transmit, communicate to the public, publicly perform on a through-to-the-audience basis, create derivative works from, and otherwise use and exploit (collectively, “Use”) all User Materials you upload to or through the Service through any media and formats now known or hereafter developed.

b. License for name, image, voice and likeness. You further grant UBOOKER a royalty-free license to Use your name, image, voice, and likeness (and that of any person identifiable in any User Material you post to the Service) made available by or on your behalf through the Service in conjunction with the rights you grant in Section 7.a above.

c. Limited waiver of rights. By posting User Materials to or through the Service you waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection with your User Materials, or any portion thereof. To the extent any moral rights are not transferable or assignable, you hereby waive and agree never to assert any and all moral rights, or to support, maintain or permit any action based on any moral rights that you may have in or with respect to any User Materials you post to the Service, during the term of the MTC. You expressly release UBOOKER and all of UBOOKER agents, partners, subsidiaries, affiliates, licensees, successors, and assigns from any and all claims, demands, liabilities, or causes of action, whether now known or unknown, for defamation, copyright infringement, violation of moral rights, and invasion of the rights to privacy, publicity, or personality or any similar matter, or based upon or relating to the Use of your User Materials as authorized in the MTC.

d. Representations and Warranties. With Respect to Your User Materials. Except for materials UBOOKER provided to you through the Service, you represent, warrant, and covenant that (i) you either are the sole and exclusive owner of all of your User Materials that you post to the Service, or you have all rights, licenses, consents, and releases that are necessary to grant to UBOOKER the rights in your User Materials as contemplated under the MTC, and (ii) neither the User Materials you post to the Service nor your creation of, accessing, or posting of your User Materials or UBOOKER’s Use of your User Materials (or any portion thereof) as permitted in the MTC will (A) infringe, misappropriate or violate the rights of any party or entity, including a third party’s patent, copyright, trademark, trade secret, moral rights, rights of publicity, rights of privacy or other intellectual property or proprietary rights, (B) constitute or result in defamation, libel, slander, or the violation of any applicable law or regulation (including, without limitation, restrictions on obscenity, child pornography, wiretap laws or other similar restrictions on nonconsensual recording, or otherwise), or (C) require UBOOKER to obtain any licenses from or make any payments in any amounts to any third party throughout the world.

e. Prohibition on uploading objectionable content. You agree not to submit User Materials that: (i) is or could be interpreted to be infringing, defamatory, libellous, inaccurate, unlawful, harmful, threatening, abusive, harassing, vulgar, offensive, obscene, pornographic, objectionable, hateful, or promotes discrimination, bigotry, racism, or hatred (collectively, “Objectionable Content”), as UBOOKER determines in its sole discretion; or (ii) introduces viruses, time-bombs, worms, cancel bots, Trojan Horses and/or other harmful or malicious code. If you encounter any Objectionable Content on the Service, please email at insert e-mail here. The Service will include functionality that will allow you to “flag” Objectionable Content. Just because you flag certain content does not mean that UBOOKER will remove that content from the Service. UBOOKER has the right, but not the obligation, to remove any content from the Service that has been flagged as Objectionable Content.

 

7. MESSAGES

a. Messages. The Service allows Users to send messages (“Messages”) to each other. Sending Messages is a privilege, not a right, and UBOOKER may terminate such privileges of any User at any time and for any reason, without any liability to such User. Harmful, obscene, or offensive communications are not welcome in any Messages. If a User sends you an objectionable Message, then please notify us by sending an e-mail to insert e-mail here. You should exercise discretion, good sense, and sound judgment when sending a Message. You are solely responsible for the content of any Message you send. You agree to take reasonable precautions in all interactions with other Users, particularly if you decide to communicate with another User offline or meet them in person. You agree that UBOOKER may monitor Messages for compliance with these Terms, and therefore, Messages should not be considered confidential or proprietary. You hereby grant us an assignable, sublicensable, irrevocable license to reproduce and transmit your Messages in connection with facilitating transmission to the intended recipient through the Service and for such other purpose as UBOOKER may deem appropriate in its sole discretion.

 

8. RESTRICTION ON USE OF SERVICE

a. Restrictions. In using the Service, you agree not to:
a.i. take any action that imposes an unreasonable load on the Service’s infrastructure;
a.ii. use any device, software or routine to interfere or attempt to interfere with the proper working of the Service, or any activity conducted on the Service
a.iii. attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the Service;
a.iv. delete or alter any material posted on the Service by UBOOKER or any other person or entity;
a.v. frame or link to any of the materials or information available on the Service;
a.vi. alter, deface, mutilate, or otherwise bypass any approved software through which the Service is made available;
a.vii. use any trademarks, service marks, design marks, logos, photographs, or other content belonging to UBOOKER or obtained from the Service;
a.viii. access, tamper with, or use non-public areas of the Service, UBOOKER’s (and its hosting company’s) computer systems and infrastructure, or the technical delivery systems of UBOOKER’s providers;
a.ix. harass, abuse, harm, or advocate or incite harassment, abuse, or harm of another person or group, including UBOOKER employees;
a.x. provide any false personal information to UBOOKER;
a.xi. create a false identity or impersonate another person or entity in any way;
a.xii. create a new account with UBOOKER without UBOOKER’s express written consent, if UBOOKER has previously disabled an account of yours;
a.xiii. solicit, or attempt to solicit, personal information from other Users;
a.xiv. restrict, discourage, or inhibit any person from using the Service, disclose personal information about a third person on the Service or obtained from the Service without the consent of that person, or collect information about users of the Service;
a.xv. use the Service to send emails or other communications to persons who have requested that you not sent them communications;
a.xvi. gain unauthorized access to the Service, to other users’ accounts, names, or personally identifiable information, or to other computers or websites connected or linked to the Service;
a.xvii. post, transmit or otherwise make available any virus, worm, spyware, or any other computer code, file, or program that may or is intended to disable, overburden, impair, damage, or hijack the operation of any hardware, software, or telecommunications equipment, or any other aspect of the Service or communications equipment and computers connected to the Service;
a.xviii. interfere with or disrupt the Service, networks, or servers connected to the Service or violate the regulations, policies or procedures of those networks or servers;
a.xix. violate any applicable federal, state, or local laws or regulations or the terms of this MTC; or
a.xx. assist or permit any persons in engaging in any of the activities described

 

9. EXTERNAL SITES

a. Third parties websites. The Site and/or App may contain links to third party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or Webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. UBOOKER is not responsible for the content of any linked External Sites and does not make any representations regarding the content or accuracy of any materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access any External Sites, you do so at your own risk.
 

10. FEEDBACKS

a. Feedback. While our own staff is continually working to develop and evaluate our own product ideas and features, we pride ourselves on paying close attention to the interests, feedback, comments, and suggestions we receive from the user community. If you choose to contribute by sending UBOOKER or our employees any ideas for products, services, features, modifications, enhancements, content, refinements, technologies, content offerings (such as audio, visual, games, or other types of content), promotions, strategies, or product/feature names, or any related documentation, artwork, computer code, diagrams, or other materials (collectively “Feedback”), then regardless of what your accompanying communication may say, the following terms will apply, so that future misunderstandings can be avoided.

Accordingly, by sending Feedback to UBOOKER you agree that:
(i). UBOOKER has no obligation to review, consider, or implement your Feedback, or to return to you all or part of any Feedback for any reason
(ii). Feedback is provided on a non-confidential basis, and UBOOKER is not under any obligation to keep any Feedback you send confidential or to refrain from using or disclosing it in any way; and
(iii). You irrevocably grant UBOOKER perpetual and unlimited permission to reproduce, distribute, create derivative works of, modify, publicly perform (including on a through-to-the-audience basis), communicate to the public, make available, publicly display, and otherwise use and exploit the Feedback and derivatives thereof for any purpose and without restriction, free of charge and without attribution of any kind, including by making, using, selling, offering for sale, importing, and promoting commercial products and services that incorporate or embody Feedback, whether in whole or in part, and whether as provided or as modified.

 

11. CONTROVERSIES BETWEEN USERS

a. Opening a controversy. In the event of complaints, the Client must inform the UBOOKER immediately and state the grounds for the complaint, uploading the available material. Once a controversy is opened by the Client you can reply, rebuting the CLIENT’s complaints, uploading the available material as evidence that the complaint has no ground.

b. Substantiating a controversy. Polaroid photographs must be taken to provide evidence for the complaint.

c. Behaviour during a controversy. While opening a controversy and submitting complaints to UBOOKER the CLIENT is releasing from the obligation to work. You shall not be considered responsible for hair styling, styling and makeup. Proven client complaints shall revoke any obligation to pay you the agreed Booking Price, including travel expenses. If photographs of You are nevertheless taken, the CLIENT shall be considered as having waived all rights to complaint.

d. Friendly resolution of the controversy. If you should be to blame for arriving late (due to oversleeping, missing a flight, etc.), you shall accordingly be obliged to work longer. If, owing to specific circumstances, this should prove to be partially or entirely impossible, then you shall lose the proportionate claim to a daily fee on the basis of the overtime rate. Whitin the controversy section in the Platform you may find an agreement with the CLIENT for a reduction of fee, which will be notified to UBOOKER and our Payment Processor.

e. Closing of the controversy without a resoultion. After 7 (seven) days from the opening of a controversy without a settlement the controversy is automatically closed by UBOOKER either with the refund of deposit to the Client or the payment of the Booking price to the Model/Talent, deducted the Model’s FEE acccording to the decision of the CONTROVERSY RESOLUTION PANEL in UBOOKER.
The party eventually unsatisfied with UBOOKER CONTROVERSY RESOLUTION PANEL decision may in case pursue his/her interests against the counterpart and UBOOKER according to Section 12 a.ii. Arbitration Proceeding rules.

 

12. DISPUTE RESOLUTION

a. Mandatory arbitration. Please read this carefully. It affects your rights. You and UBOOKER and its respective corporate parents, subsidiaries, affiliates, predecessors in interest, successors, permitted assigns, and any other parties on whose behalf you are accessing the service agree to arbitration (except for matters that may be taken to small claims courts), as the exclusive form of dispute resolution except as provided for below, for all disputes and claims arising out of or relating to this mtc or the service. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Please visit www.ciarb.org/ for more information about arbitration.

a.i. Friendly settlement attempt. A party who intends to seek arbitration must first send to the other, by an international courier with a tracking mechanism, a written notice of intent to arbitrate (a “Notice”), or, in the absence of a mailing address provided by you to UBOOKER, to you via any other method available to UBOOKER, including via e-mail. The Notice to UBOOKER should be addressed to 71-75, Shelton Street, Covent Garden, London, WC2H 9JQ, UNITED KINGDOM, Attn: Chief Executive Officer (the “Arbitration Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (the “Demand”). If you and UBOOKER do not reach an agreement to resolve the claim within thirty (30) days after the Notice is received, you or UBOOKER may commence an arbitration proceeding as set forth below.
a.ii. Arbitration proceeding.
a.ii.1) Any dispute, controversy, or claim arising out of or in connection with this contract, or the breach, termination or validity thereof, whose monetary value of claim is within £5,000 and £100,000, shall be submitted to the Chartered Institute of Arbitrators (CIArb) and settled by final and binding arbitration in accordance with the Rules of The Business Arbitration Scheme. Judgment on any award issued under this provision may be entered by any court of competent jurisdiction.
a.ii.2) Any dispute, controversy, or claim arising out of or in connection with this contract, or the breach, termination or validity thereof, whose monetary value of claim is higher than £100,000, shall be submitted to the Chartered Institute of Arbitrators (CIArb) and settled by final and binding arbitration in accordance with the CIArb Arbitration Rules. Judgment on any award issued under this provision may be entered by any court of competent jurisdiction.
b. Enforceability. If only Section 12.a.iii or the entirety of this Section 12 is found to be unenforceable, then the entirety of this Section 12 will be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described in Section 18 will govern any action arising out of or related to this MTC.

 

13. LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES.

a. UBOOKER, its affiliates, and their respective officers, directors, employees, agents, suppliers and licensors (collectively, the “UBOOKER parties”) make no warranties or representations about the service and any content available on the service, including but not limited, to the accuracy, reliability, completeness, timeliness or reliability thereof. The UBOOKER parties will not be subject to liability for the truth, accuracy or completeness of any content or any other information conveyed to any UBOOKER user, or for errors, mistakes or omissions therein, or for any delays or interruptions of the data, or information stream from whatever cause. As a user, you agree that you use the service and any content at your own risk.

b. The UBOOKER parties do not warrant that the service will operate error free, or that the service and any content are free of computer viruses or similar contamination or destructive features. If your use of the service or any content results in the need for servicing or replacing equipment or data, no UBOOKER party will be responsible for those costs.

c. The service and all content are provided on an “as is” and “as available” basis without any warranties of any kind. The UBOOKER parties disclaim all warranties, including, but not limited to, the warranties of title, merchantability, non-infringement of third parties rights, and fitness for particular purpose.

d. UBOOKER does not make any warranties or representations regarding any data and/or information provided or made available by any Client on UBOOKER. In particular, UBOOKER does not warrant or represent that said data and/or information is true or accurate, or that it fulfils or serves any particular purpose.

e. In no event will any UBOOKER party be liable for any special, indirect, punitive, incidental or consequential damages, lost profits, or damages resulting from lost data or business interruption resulting from, or in connection with, the use or inability to use the service and any content, whether based on warranty, contract, tort (including negligence), or any other legal theory, even if such UBOOKER party has been advised of the possibility of such damages. UBOOKER’s liability, and the liability of any other UBOOKER parties, to you or any third parties in any circumstance is limited to £100.

f. Some jurisdictions do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. In such jurisdictions, the liability of the UBOOKER parties will be limited to the greatest extent permitted by law.

 

14. THIRD PARTIES DISPUTE. 

UBOOKER is not affiliated with any mobile carrier or other third party service provider, and any dispute you have with any such parties or any other third party, including, without limitation, any other user of the service (including any talent or client) or any modeling or “mother agency,” is directly between you and such third party, and you irrevocably release the ubooker parties from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

 

15. INDEMNIFICATION. 

Indemnification. You agree to defend, indemnify, and hold harmless the UBOOKER Parties from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your actual or alleged breach of this MTC or your access to, use or misuse of the UBOOKER Content or Service. UBOOKER will provide notice to you of any such claim, suit, or proceeding. UBOOKER reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting UBOOKER’s defense of such matter.

 

16. TERMINATION OF THE MTC

a. Account deletion. You may delete your UBOOKER Talent Account at any time without cause. UBOOKER may also delete or suspend your account at any time without cause. You may deliver notice of termination using the contact form available on UBOOKER or by pressing the “Request your account to be deleted” button, if available, at any time. The termination notice shall include your registered name and e-mail address. Your account data will be stored in UBOOKER for 5 years and then deleted. Your account will cease to be present in the platform online.

b. Termination of MTC. This agreement remain into force until all obligations between parties are fullfilled and/or pending any disputes . Sections 4, 6,7, 8, 9, 10, 11, 12, 13, 14 – 17 survive the termination of this MTC.

c. Restore your account. Within one year from your account deletion you may request to restore your Account, so it will be again online in the Platform and you can use again UBOOKER services. While you request your account restoration you accept this MTC and all UBOOKER policies.

 

17. CONSENT TO ELECTRONIC COMMUNICATION. 

a. Consent to electronic communication. By using the Service, you give your consent to receive certain electronic communications from us as further described in the Privacy Policy. Please read the Privacy Policy to learn more about your choices regarding our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

 

18. MISCELLANEOUS. 

a. Final provisions. This MTC, its annexes and the policies herein contained are governed by the internal substantive laws of England and Wales without respect to its conflict of laws provisions. You expressly agree to submit to the exclusive personal jurisdiction of the state and courts sitting in England and Wales. You agree that no joint venture, partnership, employment, or agency relationship exists between you and UBOOKER as a result of this MTC or use of the Service. You further acknowledge that by submitting User Materials, no confidential, fiduciary, contractually implied or other relationship is created between you and UBOOKER other than pursuant to this MTC. If any provision of this MTC is found to be invalid by any court having competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of this MTC, which will remain in full force and effect. Failure of UBOOKER to act on or enforce any provision of this MTC will not be construed as a waiver of that provision or any other provision in this MTC. No waiver will be effective against UBOOKER unless made in writing, and no such waiver will be construed as a waiver in any other or subsequent instance. Except as expressly agreed by UBOOKER and you, this MTC constitutes the entire agreement between you and UBOOKER with respect to the subject matter hereof, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter herein. The section headings are provided merely for convenience and will not be given any legal import. This MTC will inure to the benefit of our successors and assigns. You may not assign this MTC or any of the rights or licenses granted hereunder, directly or indirectly, including by sale, merger, change of control, operation of law or otherwise, without UBOOKER’s prior express written consent. This means that in the event you dispose of any device on which you have installed the App, such as by sale or gift, you are responsible for deleting the App from your mobile device prior to such disposition. UBOOKER may assign this MTC, including all its rights hereunder, without restriction.

© 2018 UBOOKER All rights reserved Contact us on +44 20 3695 5420