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DANCE HYPHA TERMS AND CONDITIONS OF USE AGREEMENT

GENERAL

1.1. These Terms and Conditions of Use, together with our Privacy Policy, which is accessible here (together referred to as the “Conditions”) relate to the www.dancehypha.com website (the “Site”), any software we provide (including the Site and any mobile applications we provide, together referred to as the “Application”) and related services provided by the Application (referred to as the “Services”) provided by Dance Hypha Inc. (hereinafter referred to as “Dance Hypha"). Use of pronouns such as “we”, “us”, and “our” refers to Dance Hypha. The Application and Services provide Users with tools to allow Agents and Talent to showcase their skills, training and talent, highlight their location and availability, offer and find casting opportunities and arrange for casting using a self-service platform.

1.2. Dance Hypha is a company registered in Alberta with Corporate Access Number 2022692269, whose registered office is 3300, 421 – 7th Avenue S.W., Calgary, Alberta, Canada  T2P 4K9. You can contact us via email at info@dancehypha.com

1.3. These Conditions set out the ways that you may make use of the Application and Services and they form the basis of a binding contract between you and us (the “Contract”). You are granted a limited, revocable, non-transferrable, non-exclusive license to view, access, and use the Application and Services subject to your unconditional acceptance of and compliance with these Conditions. By accessing and/or using the Application and Services you are agreeing to and accepting these Conditions. If you do not agree to the Conditions, do not access or use the Application or the Services.

1.4. We collect Personal Information for the purposes of administering the Application and Services, and facilitating transactions. Your Personal Information will not be used for marketing activities without your opt-in consent and you shall have the option to opt out of receiving such communications from us at any time. Please also note that we will have access to communications between Customers for the purposes of monitoring use of the Application and Services, preventing fraudulent activity or activity not permitted by these Conditions, and providing dispute resolution services. We will only access these communications where it is strictly necessary or we have a legitimate interest to do so. For more information, please see our Privacy Policy.

1.5. We reserve the right to modify these Conditions at any time without prior notice by posting such modifications on the Site. Your continued access or use of the Application and/or Services after such modifications have been posted indicates your acceptance of an agreement to be bound by these Conditions as modified. You acknowledge and agree that it is your responsibility to review the most up-to-date version of the Conditions, and by accessing and/or using the Application and/or Services you are agreeing to and accepting the newest Conditions.

1.6. We exclusively reserve the right to modify or discontinue provision of the Application and Services, and to modify or delete any information you provide to the Application, either temporarily or permanently. We shall have no responsibility or liability for the timeliness, deletion, failure to store, inaccuracy, or improper delivery of any information at any stage.

1.7. The Application and the Services are directed to a general audience. We restrict registration for the Application and the Services to individuals age 18 and above (or the age of majority, as determined by the laws of the jurisdiction in which you reside, whichever is older). If you are under 18 years old (“Minor”), you must have an Authorized Representative register on your behalf. Only Authorized Representatives may register for the Application and the Services, upload and maintain a profile, and utilize the Application and the Services on behalf of Minors. We do not knowingly collect personal information from Minors. If you become aware that any Minor has provided us with personal information, please contact us by email as set forth in section 1.2, above. If we obtain actual knowledge that we have received information from a Minor, we will take steps to block that Minor from accessing the Application and the Services and remove that Minor's personal information from our systems.

1.8. YOU AFFIRM THAT YOU ARE 18 YEARS OF AGE, AGREE TO THESE CONDITIONS, AND TO ACCESS AND USE THE APPLICATION AND SERVICES, AND ARE OTHERWISE FULLY ABLE AND COMPETENT TO ENTER INTO THE TERMS, CONDITIONS, OBLIGATIONS, AFFIRMATIONS, REPRESENTATIONS, AND WARRANTIES SET FORTH IN THIS AGREEMENT, AND TO ABIDE BY AND COMPLY WITH THIS CONTRACT. YOU REPRESENT THAT YOU HAVE THE LEGAL CAPACITY TO ENTER A CONTRACT IN THE JURISDICTION WHERE YOU RESIDE.

DEFINITIONS

2.1. The definitions in this clause apply to these Conditions.

2.1.1. "Agent" or "Agents" means Customers who are using the Application and/or Services to search for Talent for possible casting or booking opportunities.

2.1.2. “Applicable Laws” means all regional, national, and international laws, statutes, regulations, rules and standards applying to the person or circumstances in question, including standards imposed by or notices issued by any governmental or regulatory authorities and all generally applicable industry standards, including those attributable to self-regulation.

"Application" has the meaning given to it in Section 1.1 hereof.

2.1.3. “Content” means all information, data, text, logos, marks, designs, graphics, pictures, sound files, videos, other files, and their selection and arrangement.

2.1.4. "Authorized Representative" means an individual who is the age of majority who has authority to act on behalf of a Minor, being either a parent, legal guardian, contractually engaged representative or party appointed by law or the courts having jurisdiction.

2.1.5. "Conditions" has the meaning given to it in Section 1.1 hereof.

2.1.6. “Content” means all information, data, text, logos, marks, designs, graphics, pictures, sound files, videos, other files, and their selection and arrangement.

2.1.7. "Contract" has the meaning given to it in Section 1.3 hereof.

2.1.8. “Customer” means registered users of the Application and/or Services, including both Talent and Agents.

2.1.9. "Dance Hypha" has the meaning given to it in Section 1.1 hereof.

2.1.10. “Data Protection Legislation” means all Applicable Laws from any ministry, department or administrative or regulatory agency having jurisdiction over data protection matters applicable to Dance Hypha, the Application and the Services from time to time, including, but not limited to, the Canadian Personal Information Protection and Electronic Documents Act and its corresponding regulations.

2.1.11. “Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trade marks, business names, and domain names, rights in trade dress, goodwill, and the right to sue for passing-off, rights in designs, know-how, database rights, rights to use (and protect the confidentiality of) confidential information, priority rights, any applications for the above, any rights to apply for and be granted the above, any right to renew and apply for extensions for the above, and all other intellectual property rights, whether registered or unregistered, and all similar or equivalent rights or protection which subsist now or in the future in any part of the world.

2.1.12. “Linked Sites” means links on the Site that lead to other websites maintained by independent parties over which Dance Hypha has no control. This includes social networking sites whose content is partially or entirely contributed to by the Site. The contents of each Linked Site should be used in compliance with the terms of use stated therein.

2.1.13. “Permitted Recipients” means Dance Hypha and Agents, along with their employees, and any third parties engaged by Dance Hypha or the Agents to perform obligations in connection with these Conditions.

2.1.14. “Personal Information” has the meaning given to it in the Data Protection Legislation.

2.1.15. "Services" has the meaning given to it in Section 1.1 hereof.

2.1.16. “Site” means the www.dancehypha.com website and the Services it offers.

2.1.17. “Talent” means Customers who are using the Application and/or Services to create a profile to be considered by the Agents for casting and/or booking opportunities.

2.1.18. “User Content” means all Content provided by Users to the Application.

2.1.19. “Users” means any person who accesses and uses the Application and/or Services, including both Customers and non-registered individuals using the Application and/or Services.

2.1.20. “Writing” or “Written” in these Conditions includes e-mails.

2.1.21. “Virus” means any software or hardware which may be used to cause a deleterious effect on the operation of any computer.

CREATION OF CONTRACT

3.1. By accessing or using the Application and/or Services you: (i) agree to be legally bound by these Conditions and all terms, policies, and guidelines incorporated by reference in these Conditions, (ii) represent and warrant you will use the Application and Services in a manner consistent with any and all Applicable Laws; and (iii) have not been convicted of any felony or indictable offence, and are not required to register as a sex offender with any government authority. These Conditions shall form the entirety of the Contract between us with respect to your use of the Site to the exclusion of any other terms which shall not be incorporated or implied by trade, custom, practice, or course of dealing. If you do not agree with these Conditions in their entirety, you may decline to be bound by these Conditions by not using the Application or the Services.

ABOUT THE SITE

4.1. Access to the Application and Services is permitted on a temporary basis. You accept that we may withdraw or amend the Application or Services, including access to them, without notice to you. If we amend the Application or Services, any amendment will be subject to these Conditions. We will not be liable to you for any reason if the Application and/or Services are unavailable or inaccessible to you at any time or for any period.

4.2. In order to use the Application or Services, you may be required to register a user account and log in, and have a valid payment method(s) associated with your user account. By registering, you explicitly agree to these Conditions, including any amendments made from time to time.

4.3. Users Responsible for Account Security – You acknowledge that you may be required to set a password for your user account. Any password or other security information must be treated by you as confidential. You must not disclose such information to any third party. You are responsible for all consequences arising from the use or misuse of your user account. In particular, you acknowledge and agree that instructions and actions transmitted on the Application using your user account will be deemed to have originated from you. You will be responsible for any electronic communications and content sent from your computer or other device using your user account and log-in details, whether or not actually performed by you. You agree to immediately notify us of any unauthorized use or your user account, user name, or password. We reserve the right to refuse or disable any password or other security information for any reason.

4.4. Our right to refuse registration – We reserve the right to accept or decline a User’s account registration requests based on information provided in the User’s account application, or based on the findings of Dance Hypha, including its employees or representatives, following a completed application.

4.5. Registration of user account – Failure to supply information required for user account registration, or providing inaccurate information, may result in a delay in the processing of your registration application or refusal to complete registration, for which we shall not be held responsible or liable. We may request additional documentation to supplement an application if deemed necessary at our sole discretion.

4.6. User names – Any user name chosen by you shall not be misrepresentative, vulgar, offensive, defamatory, contain any profanity, promote illegal activity, violate any Intellectual Property Rights of any third party, or misleadingly impersonate someone.

4.7. Provision of Personal Information – To provide access to features of the Application and to the Services, we will require you to provide Personal Information and depending on the type of User will include your real name, your home, delivery and billing addresses (if different), bank or credit card or direct debit details, telephone number, an e-mail address which you access regularly, physical description, profile of training and prior experience, scheduling and availability information and work samples including photographs and video content.

4.8. Handling of Personal Information – Any Personal Information and other information provided by you will be handled by us in accordance with these Conditions and our Privacy Policy.

4.9. Information of Agents – When registering as an Agent, you may be required to provide information about your business such as the business name, your registered office address, the legal entity of the business, your GST number, website domain, your mobile and/or landline phone number, and your e-mail address.

4.10. You agree to provide truthful and accurate information when requested. If your information changes, you must correct or update it as soon as practicable.

4.11. We reserve the right to reject, suspend, or remove any user account of any Customer at any time, without refund, and at our sole discretion.

4.12. You acknowledge that information transmitted via the internet can never be completely secure. We make reasonable commercial efforts to secure the information transferred to and from the Application, but cannot guarantee that any communication by electronic means will be fully secure, or will reach its intended destination on time or at all. When you use the Application and Services, you accept these risks and the responsibility for choosing to use a technology that does not provide perfect security or reliability.

4.13. We, or a third party appointed by us, may be required to carry out maintenance on the Application from time to time. While we will make reasonable commercial efforts to notify Users of any upcoming maintenance where possible, we may carry out emergency maintenance on the Application without notice to you. We shall not be liable for any loss or damage including, but not limited to, loss of opportunities, casting, earnings or business, suffered as a result of any maintenance or work on the Application.

4.14. We reserve the right, at our sole discretion, to limit or otherwise restrict access to the Application or Services for any reason whatsoever.

4.15. Linked Sites – There may be links on the Application to Linked Sites. We make no representations, guarantees, conditions, or warranties as to the accuracy or any other aspect of the information contained on such Linked Sites, including the goods or services sold or made available therein. We disclaim all liability and responsibility for the content of Linked Sites. Furthermore, any link to a Linked Site should not be construed as a suggestion, recommendation, or encouragement by us of that Linked Site, or as an endorsement of the products, services, or company described therein. Furthermore, any such link should not be construed as meaning that a special relationship, such as a business partnership, exists between Dance Hypha and the party running the Linked Site. We suggest that Users review the terms of use and privacy statements of such Linked Sites prior to using them. Nothing in these Conditions grants you any rights or authorizations with respect to any Linked Sites. Any Personal Information about you or any other individual collected, used, or disclosed by or in connection with the Linked Sites will be subject to the privacy policies of the owners or operators of such Linked Sites, and not these Conditions. By using Linked Sites, Customer acknowledges and agrees that Dance Hypha is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such materials at Linked Sites. Dance Hypha does not warrant or endorse and does not assume and will not have any liability or responsibility to Customer or any other person for any Linked Site or for any other materials, products, or services of third parties.

4.16. “As is” basis – The Application and Services, and content, information, materials, and products (including software) related thereto are provided on 'as is' and 'as available' basis. We make no warranties, express or implied, as to the operation of the Application and Services, content, information, materials and products (including software) related thereto. We do not represent or warrant that the Application, Services, or Content are accurate, complete, reliable, current, error-free, or virus-free. As such, we shall not be held liable for damages as a result of using the Application and Services. You expressly agree that your use of the Application and Services is at your own risk.

GENERAL INFORMATION FOR AGENTS AND TALENT

5.1. Dance Hypha is not an employment, casting, booking or placement agency, as it does not secure Talent for casting or booking, secure casting or booking for Talent, evaluate or assess Talent for skills required or appropriateness for booking or casting, or arrange for such evaluation and testing. Further, Dance Hypha does not promote any of the Talent or Agents over others, or at all. Dace Hypha does not have any influence or role in the casting or booking process. The Application and Services are provided as tools to allow Agents and Talent to showcase their skills, training and talent, highlight their location and availability, offer and find casting opportunities and arrange for casting using a self-service platform.

5.2. Agreement between Agents and Talent – When entering into a booking or casting agreement, the Agent and the Talent shall enter into their own contract. We shall not be a party to any casting, booking or other contract arising through use of the Application or Services. Nothing in these Conditions affects any Talent’s rights against an Agent or vice versa. The responsibility for compliance with, and enforcement of, any rights under any contract between Agents and Talent shall be between those parties alone, and shall not be the responsibility of Dance Hypha. When you enter a booking or casting agreement, you accept full responsibility for the risks and the responsibility arising thereunder and Dance Hypha shall not be liable for any loss, damage, breach or other injury or harm arising thereunder or therefrom and all Users acknowledge and agree that Dance Hypha has no privity to such agreement.

5.3. Talent acting as independent Talent – All Talent is considered independent Talent to the Agent and Dance Hypha. The Talent is in no way to be considered or construed as employees of Dance Hypha or any Agent, regardless of casting or booking. Payments to Talent are made directly to them by the Agent, or from a third party, as independent Talent.

5.4. Removal of Information – Dance Hypha cannot review all profiles, public postings, messages or other materials posted or sent by Users. We are not responsible for any of the content of these profiles, public postings, messages or other materials. We reserve the right, but are not obligated to, delete, move or edit profiles, public postings, messages and other materials that we, in our sole discretion, deem to be in violation of the Conditions, this Contract or deem to be otherwise unacceptable. User shall remain solely responsible for the content of profiles, public postings, messages and other materials User may upload to the Application and/or Service.

5.5. Responsibility- Dance Hypha makes no warranties or guarantees as to the certification or training of any Talent, if applicable, nor does Dance Hypha fact-check or verify the content and information provided by Talent. The responsibility of verifying credentials and appropriateness for casting or booking of Talent falls solely and exclusively with the booking Agent. It is up to the Agent to complete any verification required of the content of the Talent profile and request any additional information required from Talent to ensure the Talent has the necessary skills, attributes or other requirements for casting or booking. Similarly, as Talent, it is your responsibility to assess any casting or booking opportunity presented or offered by any Agent, review any contract presented and decide whether you wish to proceed. The Agent is solely responsible for communicating timing, location, requirements and other specifics of a casting or booking, and it is solely the Talent's obligation to satisfy the requirements of the booking or casting. Talent, Agents and third parties are responsible for their own actions that occur on location as a result of casting or booking. As Talent, if you are uncomfortable with any of the policies or protocols of the Agent or third party occurring at any location as a result of casting or booking, it is your right and responsibility to refuse to work there. Payment for casting or booking, or any other exchange of funds between Users is completely separate and apart from Dance Hypha, the Application and the Services. Payment between Users shall not be rendered through the Application and Services and is not guaranteed, administered, represented, facilitated, ensured or in any way the responsibility of Dance Hypha.

5.6. Employment You understand that you are self-employed and are responsible for your own taxes, deductions, CP, EI, and are not entitled to any employee benefits such as vacation pay, maternity leave, sick pay, statutory holidays, overtime pay, and health care benefits, and in any event, none of the foregoing will be provided by Dance Hypha.

5.7. Your use of the Application and Services requires your adherence to the following:

5.7.1. You will keep all information provided through the Application and Service as private and confidential and will not give such information to anyone without the necessary permission.

5.7.2. You will not use the Application or Service to engage in any form of harassment or offensive behavior, including but not limited to the posting of communications, pictures or recordings which contain libelous, slanderous, abusive or defamatory statements, or racist, pornographic, obscene, or otherwise offensive language.

5.7.3. You will not forward chain letters through the Application or Service.

5.7.4. You will not use the Service to infringe the privacy rights, property rights, or any other rights of any person.

5.7.5. You will not post messages, pictures or recordings or use the Application and/or Service in any way that violates, plagiarizes or infringes upon the rights of any third party, including but not limited to any Intellectual Property Rights.

5.7.6. You may not use the Application or Services for any activity that is unlawful in Canada or the country in which you are domiciled or using the Application and/or Services (if different).

5.7.7. You will not use the Application and/or Service to distribute, promote or otherwise publish any material containing any solicitation for funds, advertising or solicitation for goods or services.

5.7.8. You will not use the Application and/or Service to distribute, promote or otherwise publish any material containing any solicitation for funds, advertising or solicitation for goods or services.

5.7.9. You will not cause the Application and/or Service to be accessed through any automated or robotic means, including but not limited to the rapid access of the site as in a denial-of-service attack. Such restriction shall not apply to legitimate search engine activity that does not place an unreasonable burden on the Service.

5.7.10. You must not do or omit to do anything that causes the Application or Services to be interrupted, damaged, or impaired.

5.7.11. You will not use a third-party application such as a mobile smart phone application, social media or other web page widget, or any other such mobile, social media, web, or desktop application to access the Application or the Service, except where such application is either provided by us or endorsed by us. Such restriction shall not apply to a browser application which merely displays the pages of the Application and/or Service in their entirety without modification or reformulation of content.

5.7.12. You must not link to the Application in any way that may damage Dance Hypha’s reputation or suggest association, approval, or endorsement by us unless we give you express written consent.

5.7.13. You will not register more than one account to access the Application and/or Services, either in your name or any other person's name.

5.7.14. You will not post, upload or provide any information in your profile, messages, responses, or otherwise in your use of the Application and Services that is false, untrue, or misleading.

5.7.15. You must also:

  1. ensure that any computer hardware and/or software used by you is properly equipped with protection against Viruses;
  2. ensure that any communication with or data transmitted to us does not contain or transmit any Viruses, and
  3. ensure that any communication or data transmitted to the Application is not, in our sole opinion:
    1. unlawful, false, misleading, deceptive, harmful, threatening, defamatory, libelous, obscene, infringing, harassing, or racially or ethnically offensive; or
    2. facilitating any illegal activity.

5.8. No guarantee of Agent conditions – We do not give any representation, guarantee, or warranty regarding the workplace environment, policies, practices, or credentials of any Agent.

5.9. No guarantee of Talent performance – We do not give any representations, guarantee, or warranty regarding the skills, credentials, or workplace performance of any Talent.

5.10. Email communications – We may send you e-mails, push notifications, or other communications in the provision of the Services or operation of the Application, or to invite feedback.

5.11. Reviews – You may upload a review to the Application in respect of a particular Agent or Talent. Any material that is uploaded to the Application must not be:

5.11.1 deceptive or misleading;

5.11.2 unlawful, false, misleading, deceptive, harmful, threatening, defamatory, libelous, obscene, infringing, harassing, or racially or ethnically offensive;

5.11.3 infringe any Intellectual Property Rights of any person;

5.11.4 used to promote or facilitate illegal activity;

5.11.5 used to impersonate any person or misrepresent your identity; or

5.11.6 in our sole opinion, undermining of the ratings system.

5.12. Removal of material – We reserve the right to remove any material from the Application that has been uploaded by a User, for any reason whatsoever.

5.13. Transaction platforms – We may use electronic web-based transaction platforms to accept, conclude, manage, and fulfill transactions, such as for fees. The Application utilizes payment processors such as Stripe to fulfill online transactions. Dance Hypha is not responsible for the fees charged by payment processors and shall not be held responsible should a payment processor wish to increase their fees.

5.14. Code of Conduct – It is our goal that Agents and Talent consistently experience successful and enjoyable matches. As such, Agents and Talent are expected to honour their commitments with consideration for the impact that confirmed arrangements have on the other party. Active registration and participation by all Users on the Application is at the sole discretion of our administration. Habitual short-notice cancellations (or no-shows) of confirmed casting or bookings by either party are handled severely and may result in termination and banning from the Application and Services.

5.15. Interactions with Other Users - YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS. YOU UNDERSTAND THAT DANCE HYPHA CURRENTLY DOES NOT CONDUCT CRIMINAL BACKGROUND CHECKS ON ITS MEMBERS. DANCE HYPHA ALSO DOES NOT INQUIRE INTO THE BACKGROUNDS OF ALL OF ITS USERS OR ATTEMPT TO VERIFY THE STATEMENTS OF ITS USERS. DANCE HYPHA MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF MEMBERS. DANCE HYPHA RESERVES THE RIGHT TO CONDUCT ANY CRIMINAL BACKGROUND CHECK OR OTHER SCREENINGS (SUCH AS SEX OFFENDER REGISTER SEARCHES), AT ANY TIME AND USING AVAILABLE PUBLIC RECORDS.

SAFETY

6.1. Compliance with workplace safety legislation – As an Agent, you agree to comply with all Applicable Laws. In particular, you agree to comply with, or ensure the third party for whom you acted in casting or booking the Talent complies with, all relevant workplace and safety legislation and provide all required safety equipment and workplace safety training to all Talent.

6.2. Non-compliance with workplace safety legislation – We reserve the right to suspend, terminate, or place limitations on the user accounts of any Agent that fails to ensure compliance with the Applicable Laws. If we deem, at our sole discretion, that an Agent has committed a violation or otherwise acted contrary to the Applicable Laws, we shall terminate the user account of that Agent.

FEES

7.1. Our fees – At present, we do not charge any fees to Agents for the use of the Services. The only fees we charge to Users for the Services are charged to Talent, which is an annual fee charged on registration, and annually thereafter. All Fees are due immediately on invoicing. You are responsible for all taxes applicable to the fees and charges in any applicable jurisdiction.

7.2. Obligation to pay fees survives termination – Your obligation to pay fees due to us survives any termination of your account based on these Conditions.

7.3. Changes in fees – Our fees may change from time to time. If we change them, we will give you at least 30 days’ notice. If they do change, your continued use of the Application and Services after the change indicates your agreement with the new fees and charges after the effective date of the change. Any change to fees and other charges will not be applicable to the billing period in which the change occurs, and will not be applicable to any service we provide before the date of the change.

7.4. Provision of payment methods – To enable us to process payments, you must provide valid, up-to-date credit card or direct debit details. By providing these details, you authorize us to bill your credit card or direct debit account whenever fees become due.

7.5. Penalty for non-payment – If you fail to make any payment when due, we will be entitled to suspend or limit your access to the Application and Services. If you fail to make any payment within 14 days of its due date, we shall be entitled to delete your user account and any profile on the Application, together with any other actions or remedies set out in these Conditions.

7.6. Fees non-refundable – All amounts and fees referred to in this section shall be non-refundable and payable in US dollars (USD).

7.7. Your Right to Cancel your Account – You may terminate your user account at any time by giving us written notice or using the means provided through the Application. Any amount due for the balance of the billing period in which you cancel your account will still be owing.

DISPUTES

8.1. If you have any complaints and/or questions regarding a position or placement with an Agent or Talent, we encourage you to contact the other party using the information provided on the Agent or Talent page of the relevant party to resolve the matter.

8.2. Agents and Talent will use all reasonable good faith endeavors to resolve the complaint.

8.3. If the complaint has not been resolved within 14 business days of the parties contacting each other, we may, but are not obligated to, contact the parties directly to determine whether they have acted in accordance with these Conditions and the Applicable Laws.

8.4. We may review the complaint within a reasonable timeframe and may request further information from the parties. You must respond to any request for further information within 5 business days.

8.5. Following any review of a complaint in accordance with the procedure set out in this clause, we may determine whether or not one or both of the parties have breached these Conditions and/or Applicable Laws, and may:

8.5.1. dismiss the complaint; or

8.5.2. take other action, including, but not limited to, we shall be entitled to suspend the liable party’s access to the Application and Services, without refund or liability, and/or disable their account and password.

INTELLECTUAL PROPERTY RIGHTS

9.1. Ownership of Content – Subject to this section, all Intellectual Property Rights in, or arising out of, or in connection with Content other than User Content shall be owned by Dance Hypha.

9.2. Ownership of Trademarks etc. – All Trademarks, registered trademarks, product names, company names, or logos mentioned in the Application and Services are the property of their respective owners. Reference to any products, services, processes, supplier, manufacturer, or other product, service, or entity by trade name, trademark, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof by Dance Hypha.

9.3. Your License of Your User Content to Dance Hypha – We use User Content owned by you in order to operate the Application, provide the Services and bring media and social media awareness to the Users, the Application and the Services. As such, by submitting or distributing User Content to or through the Application and/or Services, you hereby grant to us a limited, worldwide, non-exclusive, ongoing, irrevocable, royalty-free licence to use, display, perform, reproduce, distribute, publish, modify, adapt, translate, create derivative works from, and sublicense such User Content for the purpose of operating the Application, providing the Services and bringing media and social media awareness to Users, the Application and the Services, and you warrant that:

9.3.1 you are the legal beneficial owner of, or have the right, power and authority to use and license, the Intellectual Property Rights in and relating to the User Content provided by you; and

9.3.2. the publishing of User Content submitted by, or on behalf of, you on the Application and through the Services, and consequent use of the Intellectual Property Rights as granted by this clause by us, will not infringe any Intellectual Property Rights of any third party.

9.3.3. you disclaim all moral rights in such User Content and Dance Hypha is entitled to use, display, perform, reproduce, distribute, publish, modify, adapt, translate, create derivative works from, and sublicense such User Content in any way that we choose without the need for your consent.

9.4. Our Limited License of Content to You – Dance Hypha grants to you a limited, revocable, non-exclusive, non-sublicensable license to access the Application and Services and to view, copy, and print the portions of the Content made ordinarily available to you through the Application and Services, subject to these Conditions and the specific conditions below:

9.4.1. you may only view, copy, and print such portions of the Content for your own use;

9.4.2. you may not modify or otherwise make derivative works of the Content, or reproduce, distribute, or display the Content (except for page caching) except as expressly permitted in these Conditions;

9.4.3. you may not remove or modify any copyright, trademark, or other proprietary notices that have been placed in the Content;

9.4.4. you may not use any data mining, robots or similar data gathering or extraction methods; and

9.4.5. you may not use the Application, Services, or Content other than for their intended purpose.

9.5. Except as expressly permitted above, any use of any portion of the Content without the prior written permission of its owner is strictly prohibited and will terminate the license granted in this section, our agreement with you under these Conditions, and your User account with us. Any such unauthorized use may also violate Applicable Laws.

9.6. Unless explicitly stated herein, nothing in these Conditions may be construed as conferring any license to Intellectual Property Rights, whether by estoppel, implication or otherwise. The license in this section is revocable by Dance Hypha at any time. You represent and warrant that your use of the Application, Services, and Content will be consistent with this license and will not infringe or violate the rights of any other party or breach any contract or legal duty to any other parties, or violate any Applicable Law. To request permission for use of Content not included in this license, you may contact Dance Hypha at the email set out in Section 1.2 of these Conditions.

9.7. Indemnity – You agree to indemnify and hold Dance Hypha harmless against any and all damages, liabilities, costs, expenses, and/or losses arising out of, relating to or in respect of, any claim or action arising out of the normal operation, possession, or use of those Intellectual Property Rights by Dance Hypha that infringes a third party's rights. You will be liable for the consequences arising from any User Content that you upload to the Application. We shall not be liable for any loss or damage that may arise from or in connection with any such material. You agree to indemnify us for all claims brought by third parties against Dance Hypha arising out of or in connection with any User Content that is uploaded by you or on your behalf that infringes on another party’s Intellectual Property Rights.

TERMINATION

10.1. Your Right to Cancel your Account – You may terminate your user account at any time by giving us written notice or using the means provided through the Application. Any amount due for the balance of the billing period in which you cancel your account will still be owing.

10.2. Our Right to Suspend/Cancel your Account – We reserve the right to suspend or terminate our Contract with you under these Conditions and your user account immediately and without notice if, in our sole opinion, you are in breach of these Conditions.

EFFECT OF EARLY TERMINATION

11.1. Any provision of these Conditions that is intended to come into or continue in force on or after termination or expiry of this Contract, whether such intention is express or implied, shall remain in full force and effect.

11.2. Termination of this Contract shall not affect any rights, remedies, obligations, or liabilities that Dance Hypha has acquired up to the date of termination, including the right to receive payment for any amounts due to us or claim damages in respect of any breach which existed at or before the date of termination.

INDEMNIFICATION BY YOU

12.1. You agree to defend, indemnify and hold harmless Dance Hypha and Dance Hypha’s subsidiaries, affiliates, related parties, officers, directors, employees, agents, independent contractors, advertisers, partners, and co-branders, from any and all claims or demands, liabilities, damages, demands, losses, or expenses, including reasonable legal fees, that may be suffered or incurred by Dance Hypha, or made by any third party, due to or arising out of:

12.1.1. your conduct or connection with the Application and/or Services;

12.1.2. the conduct of any party through your account;

12.1.3. your provision of User Content to the Application;

12.1.4. your violation of these Conditions;

12.1.5. any claim against Dance Hypha arising out of, or in connection with, your failure to comply with any Applicable Laws or these Conditions;

12.1.6. any infringement of your User Content of third party rights, including the Intellectual Property rights, and

12.1.7. any other violation of the rights of another person or party arising wholly or partially from your conduct.

12.2. The provisions of this section shall survive termination of the Contract.

LIMITATION OF OUR LIABILITY FOR LOSS AND DAMAGE SUFFERED BY YOU

13.1. Subject to this section, in no event shall Dance Hypha its officers, directors, employees, agents and third party content providers or licensors be liable to you or any third party for any loss whatsoever caused by your use or reliance on information obtained through the Application and/or Service; indirect, consequential, incidental, special, compensatory, aggravated, exemplary, or punitive damages; damages for economic loss, loss of income, loss of business profits, business interruption, loss of data or business information, loss of or damage to property, bodily injury, theft, emotional distress, physical harm, failure to realize expected revenues, savings or other results of any kind; claims of third parties; and/or any other damages whatsoever, arising out of or related to these Conditions, the Privacy Policy, the Site, the Application, the Services, any Linked Site, bookings or casting arising through or from the Application or Service or the conduct of Dance Hypha, any User or Customer in relation to the foregoing, no matter whether such claims are based in contract, tort, negligence, strict liability or any other cause of action, and regardless of whether Dance Hypha has been advised of the possibility of such damages. Nonetheless, in no event will the cumulative liability of Dance Hypha arising out of or related to these Terms of Use exceed the lesser of ten dollars ($10) CAD or the total fees paid to us by you in the previous three months.

13.2. Insurance – Agents and Talent are responsible for obtaining their own insurance, as they may deem necessary.

13.3. Except where prohibited by Applicable Laws, as a condition of using the Application and/or Services, Customer agrees that any and all disputes and causes of action arising out of or connected to our Application and/or Services shall be resolved individually, without resort to any form of class action. You also agree that regardless of any statute or law to the contrary, any claim or cause of action arising from or related to the use of the Application and/or Services must be filed within one year after such claim or cause of action arose or be forever barred.

OUR HANDLING OF YOUR PERSONAL INFORMATION

14.1. We will use the Personal Information that you provide us:

14.1.1. to provide the Services to you;

14.1.2. to process payment in accordance with these Conditions;

14.1.3. in your Talent profile for the purpose of viewing by Agents for casting and booking opportunities;

14.1.4. to enable an Agent to contact you as permitted under these Conditions; or

14.1.5. to bring awareness to Users, the Application and the Services through media and social media; or

14.1.6. as may be otherwise agreed by you.

14.2. We will only give your Personal Information to third parties other than Agents where the Applicable Law either requires or allows us to do so.

14.3. Preferences and Saved Data – To provide a tailored and relevant experience for our Users, you may be asked to provide, from time to time, your language preferences, currency preferences, categories of interest and information regarding your geographical location. For example, such information may be used in order to display to an Agent search results for Talent located close to their geographical location, or to display Talent meeting other search criteria. We may also store these preferences in order to provide the best user experience to Users. Any Personal Information collected from Users will be handled in accordance with Data Protection Legislation.

14.4. Sharing of Data with Agents – As a Talent, you acknowledge and agree that we may make your personal details and data available to Agents to enable them to contact you to discuss casting or booking opportunities under these Conditions. We are not responsible for the content of any communication that you receive from Agents.

14.5. We will not be liable to you if an Agent handles or otherwise deals with your Personal Information in any way that is in breach of Data Protection Legislation or otherwise unlawful.

14.6. For further information as to how we handle your Personal Information and your rights with respect to your Personal Information, please see our Privacy Policy.

EDITORIAL CONTENT

15.1. Inaccuracies – We aim to ensure all written content published by Dance Hypha on the Application is truthful, accurate, and error free. We take inaccuracies seriously. Dance Hypha does not aim to mislead or misinform its Users. Upon discovery by Dance Hypha that content on the Application does not represent the truth, edits shall be made within a reasonable timeframe after discovery if deemed required at our sole opinion and discretion.

15.2. Opinions – It should be noted that User Content uploaded by any User or contributor to any part of the Application is the opinion of that User only and does not necessarily represent the opinions of Dance Hypha.

MISCELLANEOUS

16.1. Assignment of this Contract – You may not assign, transfer, mortgage, charge, declare a trust over, or deal in any other manner with any or all of your rights and obligations under the Contract without our prior written consent, such consent not to be unreasonably withheld. We may assign, transfer, mortgage, charge, declare a trust over, or deal with this Contract or any part of it to or with any person.

16.2. No partnership or agency – Nothing in these Conditions is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorize any party to make or enter into any commitments for or on behalf of any other party.

16.3. Entire agreement – These Conditions constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

16.4. Rights of third parties – No one other than you and us shall have any right to enforce these Conditions.

16.5. Waiver – If we do not insist immediately that you do anything you are required to do under these Conditions, or if we delay in taking steps against you in respect of your breaching these Conditions, that does not constitute a waiver of our rights or your obligations under these Conditions and will not prevent us taking steps against you at a later date.

16.6. Severance – If, in any jurisdiction, any part of these Conditions is held to be unenforceable by a court of competent jurisdiction, such part of these Conditions shall be modified, restricted, or eliminated to the minimum extent necessary and the remaining Conditions shall otherwise remain in full force and effect.

16.7. Applicable laws and jurisdiction – The laws of the Province of Alberta and any applicable federal laws of Canada shall govern your use of Site and the interpretation of these Conditions. The courts of the Province of Alberta, without regard to their conflicts of law’s provisions, shall have exclusive jurisdiction over any dispute arising out of your use of the Application and/or Services. Regardless of your physical location, residence, or domicile, you undertake and agree to commence no action nor make any claim of any kind in any jurisdiction other than the courts of the Province of Alberta.