Terms Of Use Agreement

ManagerSal.com Terms of Use Agreement

January 31, 2011

1. ACCEPTANCE OF TERMS

ManagerSal.com is a customer information service designed to streamline a freelance entertainer's business. The Services offered by ManagerSal.com ("ManagerSal" or "we") include the ManagerSal.com website (the "Website") and any features, content, or applications offered from time to time by ManagerSal.com in connection with the Website or offline marketing promotions (collectively, the Service") and are subject to the following Terms of Use ("Terms"). By using the Service in any way, you are agreeing to comply with these Terms. In addition, when using particular ManagerSal services, you agree to abide by any applicable posted guidelines, which may change from time to time. Should you object to any term or condition of these Terms, any guidelines, or any subsequent modifications thereto or become dissatisfied with ManagerSal in any way, your only recourse is to immediately discontinue use of ManagerSal.

2. MODIFICATIONS TO THIS AGREEMENT

We reserve the right to modify these terms and conditions at any time and the changes become effective immediately upon posting. You can find the most recent version of these terms at:
http://www.ManagerSal.com/sal.php?ft=eula

3. CONTENT

You are entirely responsible for all Content (i.e. data, photos, images, notes, information, or other materials) that you post, enter, upload, email or otherwise make available via the Service. You understand that ManagerSal does not control, and is not responsible for Content made available through the Service. You warrant and represent to ManagerSal and to other Service users that all Content which you post on, transmit through, or link from the Service does not infringe the intellectual property of any party and is suitable for viewing by users of all ages and that you have the right to post, transmit or link such Content on the Service. You agree that under no circumstances will ManagerSal be liable in any way for any Content or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed or otherwise made available via the Service. You acknowledge that ManagerSal does not pre-screen or approve Content, but that ManagerSal shall have the right (but not the obligation) in its sole discretion to refuse, delete or move any Content that is available via the Service, for violating the letter or spirit of the Terms or for any other reason.

4. PRIVACY AND INFORMATION DISCLOSURE

ManagerSal has established a Privacy Policy to explain to users how their information is collected and used, which is located at the following web address:
http://www.ManagerSal.com/sal.php?ft=privacy

Your use of the ManagerSal website or the Service signifies acknowledgement of and agreement to our Privacy Policy. You further acknowledge and agree that ManagerSal may, in its sole discretion, preserve or disclose your Content, as well as your information, such as email addresses, IP addresses, timestamps, and other user information, if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: comply with legal process; enforce these Terms; respond to claims that any Content violates the rights of third-parties; respond to claims that contact information (e.g. phone number, street address) of a third-party has been posted or transmitted without their consent or as a form of harassment; protect the rights, property, or personal safety of ManagerSal, its users or the general public.

5. CONDUCT

You agree not to post, email, or otherwise make available Content or Submissions:

that is unlawful, harmful, threatening, abusive, harassing, pornographic, defamatory, libelous, invasive of another's privacy, or is harmful to minors in any way;

that harasses, degrades, intimidates or is hateful toward an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;

that impersonates any person or entity, including, but not limited to, a ManagerSal employee, or falsely states or otherwise misrepresents your affiliation with a person or entity (this provision does not apply to messages that are lawful non-deceptive parodies of public figures.);

that includes personal or identifying information about another person without that person's explicit consent;

that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, or Content that you do not have a right to make available under any law or under contractual or fiduciary relationships;

that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

that disrupts the normal flow of dialogue with an excessive number of messages (flooding attack) to the Service, or that otherwise negatively affects other users' ability to use the Service; or

use automated means, including spiders, robots, crawlers, data mining tools, or the like to download data from the Service - unless expressly permitted by ManagerSal;

attempt to gain unauthorized access to ManagerSal's computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Service or the ManagerSal website; or

6. LIMITATIONS ON SERVICE

You agree that ManagerSal has no responsibility or liability for the deletion or failure to store any Content maintained or transmitted by the Service. You acknowledge that ManagerSal reserves the right at any time to modify or discontinue the Service (or any part thereof) with or without notice, and that ManagerSal shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

7. ACCESS TO THE SERVICE

In exchange for paying the regular subscription fee of $9.95 per month or $97 per year, ManagerSal grants you a limited, revocable, nonexclusive license to access the Service for your own personal use. This license does not include any collection, aggregation, copying, duplication, display or derivative use of the Service nor any use of data mining, robots, spiders, or similar data gathering and extraction tools for any purpose unless expressly permitted by ManagerSal. Use of the Service beyond the scope of authorized access granted to you by ManagerSal immediately terminates said permission or license.

8. TERMINATION OF SERVICE

You agree that ManagerSal, in its sole discretion, has the right to freeze your account, or otherwise terminate your access to or use of the Service (or any part thereof), if ManagerSal believes that you have acted inconsistently with the letter or spirit of the Terms or if your subscription payment is overdue. Further, you agree that ManagerSal shall not be liable to you or any third-party for any termination of your access to the Service. Sections 2, 6, 8 and 12-19 shall survive termination of these Terms.

9. PROPRIETARY RIGHTS

The Service is protected to the maximum extent permitted by copyright laws and international treaties. Content displayed on or through the Service is protected by copyright as a collective work and/or compilation, pursuant to copyrights laws, and international conventions. Any reproduction, modification, creation of derivative works from or redistribution of the site or the collective work, and/or copying or reproducing the sites or any portion thereof to any other server or location for further reproduction or redistribution is prohibited without the express written consent of ManagerSal. You further agree not to reproduce, duplicate or copy Content from the Service without the express written consent of ManagerSal, and agree to abide by any and all copyright notices displayed on the Service. You may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in the Service. Without limiting the foregoing, you agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any aspect of the Service. MANAGERSAL.COM, the Top Hat logo, and Contacts to Contracts are trademarks of ManagerSal and the Twisted Balloon Company, LLC.

Although ManagerSal does not claim ownership of content that its users post, by posting Content to any public area of the Service, you automatically grant, and you represent and warrant that you have the right to grant, to ManagerSal an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, and distribute said Content and to prepare derivative works of, or incorporate into other works, said Content.

10. DISCLAIMER OF WARRANTIES

YOU AGREE THAT USE OF THE MANAGERSAL SITE AND THE SERVICE IS ENTIRELY AT YOUR OWN RISK. THE MANAGERSAL SITE AND THE SERVICE ARE PROVIDED ON AN "AS IS" OR "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND.

11. LIMITATIONS OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL MANAGERSAL BE LIABLE FOR ANY DAMAGES OF ANY KIND RESULTING FROM ANY ASPECT OF YOUR USE OF THE MANAGERSAL SITE OR THE SERVICE, WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF THE MANAGERSAL SITE OR THE SERVICE, FROM INABILITY TO USE THE MANAGERSAL SITE OR THE SERVICE, OR THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION, OR TERMINATION OF THE MANAGERSAL SITE OR THE SERVICE.

12. INDEMNITY

You agree to indemnify and hold ManagerSal, its officers, subsidiaries, affiliates, successors, assigns, directors, officers, agents, service providers, suppliers and employees, harmless from any claim or demand, including reasonable attorney fees and court costs, made by any third party due to or arising out of Content or Submissions you submit, post or make available through the Service, your use of the Service, your violation of the Terms, your breach of any of the representations and warranties herein, or your violation of any rights of another.

13. GENERAL INFORMATION

These Terms constitute the entire agreement between you and ManagerSal and govern your use of the Service, superceding any prior agreements between you and ManagerSal. The Terms and the relationship between you and ManagerSal shall be governed by the laws of the State of New York without regard to its conflict of law provisions. You and ManagerSal agree to submit to the personal and exclusive jurisdiction of the courts located within Kings County, New York. The failure of ManagerSal to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

QUESTIONS OR SUGGESTIONS:

If you have questions or suggestions, please complete a feedback form or you can contact us at:

ManagerSal, c/o
The Twisted Balloon Company, LLC
49 Carroll Street
Brooklyn, NY 11231-1301