USER AGREEMENT

RESTRICTIONS AND CONDITIONS OF USE


This document is a legal agreement ("Agreement") between you and Scholarships For The Arts LLC ("AuditionU") describing the terms and conditions applicable to your use of the AuditionU.com website ("AuditionU Service"). Please examine this Agreement carefully and understand its contents fully before using the AuditionU Service. By using the AuditionU Service you are agreeing to be legally bound by these terms and conditions. By using the AuditionU Service you are acknowledging that you are at least 18 years old or if you are under 18 years of age you have been granted parental permission or permission by a legal guardian to use the AuditionU Service. If you represent a company or other entity, you also are warranting that you are authorized to enter into this Agreement on behalf of that party. This Agreement pertains to any successor company to AuditionU, regardless of legal name.

Disclaimer

The AuditionU Service, AuditionU.com, is managed by Scholarships For The Arts LLC and is provided as a service to its customers and the general public.

Users of this website are responsible for checking the accuracy, completeness, currency and/or suitability of all information. AuditionU makes no representations, guarantees or warranties as to the accuracy, completeness, currency or suitability of the information provided via the AuditionU Service. AuditionU specifically disclaims any and all liability for any claims or damages that may result from providing the AuditionU Service or the information it contains, including any websites maintained by third parties and linked to the AuditionU Service.

The responsibility for content rests with the users who are providing the information. The inclusion of links from the AuditionU Service does not imply endorsement by AuditionU. Specific questions regarding a document or link should be directed to the appropriate organization and not to AuditionU. AuditionU makes no effort to independently verify and does not exert editorial control over information on pages outside of the "www.AuditionU.com" domain.

Conduct Policy

The AuditionU Service users shall not upload to, distribute or otherwise publish through the AuditionU Service any content that is libelous, defamatory, obscene, pornographic, abusive or violates any laws or standards of public decency or that contains viruses, "worms," "Trojan horses" or any other harmful properties; or use the AuditionU Service for, or to further, any illegal, unethical or immoral purposes. Without the express prior written consent of AuditionU, users shall not post advertisements, solicit business or otherwise transmit any material advertising the commercial availability or quality of any property, goods or services on the AuditionU Service or otherwise through AuditionU.com (including by facsimile), provided that nothing in this sentence shall limit the use of invitations-to-critique or rate and responses thereto, so long as such communications do not contain material advertising the commercial availability or quality of any property, goods or services. Users shall not use the AuditionU Service in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise). Users shall not falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded. Users shall not restrict or inhibit any other user from using and enjoying the AuditionU Service, harvest or otherwise collect any information about other users or companies listed on the AuditionU Service, create a false identity for the purpose of misleading others or download or otherwise copy or provide (whether or not for a fee) to a person or entity any directory of users of the AuditionU Service or other user or usage information or any portion thereof. AuditionU may, at its sole discretion, immediately terminate any account which it believes is transmitting or is otherwise connected with any spam or other unsolicited bulk messages.

As a user, you are responsible for your own communications and are responsible for the consequences of their postings. You agree to not do the following: post material that is copyrighted, unless you are the sole copyright owner or have the permission of the copyright owner to post it; post material that reveals trade secrets, unless you own them or have the permission of the owner; or post material that infringes on any other intellectual property rights of others or on the privacy or publicity rights of others.

AuditionU does not represent or guarantee the truthfulness, accuracy or reliability of any communications posted by other users or endorse any opinions expressed by users. You acknowledge that any reliance on material posted by other users will be at your own risk.

AuditionU does not screen communications in advance and is not responsible for screening or monitoring material posted by users. If notified by a user of communications that allegedly do not conform to this Agreement, AuditionU may investigate the allegation and determine in good faith and at its sole discretion whether to remove or request the removal of the communications. AuditionU has no liability or responsibility to users for performance or nonperformance of such activities. AuditionU reserves both the right to expel users and prevent their further access to the AuditionU Service for violating this Agreement or any laws and the right to remove any communications for any reason.

Links to Other Sites

The AuditionU Service may contain links to third party websites. Links are provided solely as a convenience to you the user and not as an endorsement by AuditionU of the content of such websites. AuditionU is not responsible for the content of linked third party sites and does not make any representations regarding the content or accuracy of the materials on such websites. If you decide to access linked third party websites, you do so at your own risk.

Changes to this Agreement

This Agreement may be modified only by AuditionU at any time without notice and any such modification shall be effective immediately upon posting. By accessing and using the AuditionU Service you agree to periodically review this Agreement and be bound by any modifications or amendments to subsequent versions of this Agreement.

Communications

You agree to receive any notices or communications sent from the AuditionU staff or users. Any notice or communication to you may be made by email, fax or postal mail and may be sent to you at your email or postal address or fax number provided on the AuditionU Service.

No Violation of Laws

You agree that you will not, in connection with your use of the AuditionU Service, violate any applicable laws or regulations. Without limiting the foregoing, you agree that you will not make available through the AuditionU Service any material that infringes any copyright, trademark, patent, trade secret or other right of any party, including rights of privacy or publicity.

Misuse of the AuditionU Service

You may not connect to or use AuditionU Service in any way not expressly permitted by this Agreement. Without limiting the foregoing, you agree that you will not (a) institute, assist or become involved in any type of attack, including, but not limited to, denial of service attacks, upon the AuditionU Service or otherwise attempt to disrupt the AuditionU Service or any other person's use of the AuditionU Service or (b) attempt to gain unauthorized access to the AuditionU Service, accounts registered to other users, or the computer systems or networks connected to the AuditionU Service.

No Data Mining

You agree that you will not (a) obtain or attempt to obtain any information from the AuditionU Service using any method not expressly permitted by the AuditionU Service; (b) intercept, examine or otherwise observe any proprietary communications protocol used by a client or the AuditionU Service, whether through the use of a network analyzer, packet sniffer or other device or (c) use any third-party software to collect information from or through a client computer of the AuditionU Service, including, but not limited to, information about your company or business, other companies or businesses or any other AuditionU Service data.

Your Use Responsibility

By accessing or using the AuditionU Service, you assume any and all responsibilities and risks of use of the AuditionU Service and any services or products contained therein. AuditionU does not and will not guarantee, represent or warrant that the AuditionU Service will meet your requirements. The information included in the AuditionU Service may include technical or other inaccuracies or typographical errors. AuditionU does not review or substantiate any of the information, products, services or claims made on the AuditionU Service.

Content and Errors or Omissions

The content of information on the AuditionU Service is intended for informational purposes only. Although we exercise reasonable efforts to ensure quality and accuracy, there might be errors, or the information provided may not be complete, current or applicable to your particular situation. Further, information provided regarding the service and products have been provided to us by members. The AuditionU Service is provided on an "as is" basis and AuditionU assumes no responsibility for errors or omissions in the AuditionU Service or any other website that may be referenced or linked to the AuditionU Service. AuditionU does not and will not guarantee, represent or warrant that defects in the AuditionU Service will be corrected. Although AuditionU uses certain security measures (as described in the AuditionU.com Privacy and Security Statement), AuditionU shall not be liable for any breach of security or privacy with respect to the AuditionU Service, including any breach caused by any third party or that results in an unauthorized person or entity learning the contents of any message or provided information that is intended to be private.

No Liability for Use

You agree that AuditionU will not be liable for any direct, incidental, special, consequential or exemplary damages resulting from the use of or the inability to use the AuditionU Service, or from unauthorized access to or alteration, theft, loss or destruction of your network, systems, applications, data files, programs, procedures, information or computer equipment, including through accident or fraud (collectively, “Use”). AuditionU shall not be liable for any Use (and you hereby irrevocably waive any and all claims regarding any Use, whether such claims are based in warranty, contract, tort, strict liability or otherwise).

Indemnification

You agree to defend, indemnify and hold AuditionU and its affiliates (and their respective directors, officers, members, employees, agents, representatives and attorneys) harmless from and against any and all claims, damages, costs and expenses (including attorneys fees) arising from your use of the AuditionU Service, including any errors, inaccuracies, misrepresentations or defects in any materials or information submitted by you.

Intellectual Property

Unless otherwise noted, all materials, including images, illustrations, designs, icons, photographs, software, video, audio, writings and other materials that are part of the AuditionU Service (collectively, the "Contents") are protected by copyrights, trademarks, trade dress and/or other intellectual properties owned by or licensed to AuditionU. The AuditionU Service as a whole is protected by copyright, trade dress and all worldwide rights, titles and interests in and to the AuditionU Service and the Contents are owned by AuditionU.

Trademarks

The AuditionU Service contains AuditionU and third-party trademarks and service marks. All marks are the property of their respective companies. All rights in the intellectual property contained in the AuditionU Service including copyright, trademarks, trade secret and patent rights are reserved. Access to the AuditionU Service does not constitute a right to copy or use any of the intellectual property of AuditionU or any other person, except as specifically provided herein. User covenants that it will take no action to register or otherwise interfere with or challenge such intellectual property rights.

Copies

AuditionU hereby authorizes you to make copies of the Contents (except for confidential or private information to which access is restricted) solely for your internal personal use; provided, however, that you shall not have the right to display, transmit or distribute any copies of the Contents to any third parties (including permitting third parties to download, upload, copy or view the Contents). Without limitation of the foregoing, you shall not directly or indirectly, (1) sell all or any portion of the Contents to any third party or (2) use or exploit the Contents in any way in connection with any website other than the AuditionU Service. No right, title or interest in any downloaded materials or software is transferred to you as a result of any copying of the Contents for your internal personal use. You agree that you shall not alter or remove any copyright notice or proprietary legend contained in the Content. You agree that any copy made shall include AuditionU's copyright notice or any other notice included therein. No other permission is granted to you to print, copy, reproduce, distribute, transmit, upload, download, store, display, alter or modify, create derivative works from, compile facts or information from, sell or participate in any sale of or exploit in any way, in whole or in part, any of the Contents, the AuditionU Service or any related software. You agree not to derive or attempt to derive the source code, source files or structure of all or any portion of the Contents by reverse engineering, disassembly, decompiling or otherwise.

Member Submissions, User Comments and Feedback

All comments, feedback, postcards, suggestions, ideas, video postings, audio postings, written materials and all other information disclosed, submitted, conveyed or offered to AuditionU on or by the AuditionU Service or otherwise disclosed, submitted or offered in connection with your use of the AuditionU.com website, (collectively, "Submissions") shall be and remain the property of AuditionU. Such disclosure, submission or offer of any Submissions shall constitute an assignment to AuditionU of all worldwide rights, titles and interests in all copyrights and other intellectual properties in the Submissions. Thus, AuditionU will own exclusively all such rights, titles and interests and shall not be limited in any way in its use, commercial or otherwise, of any Submissions. AuditionU is and shall be under no obligation (1) to maintain any Submissions in confidence, (2) to pay to user or member any compensation for any Submissions or (3) to respond to any user or member Submissions.

You agree that no Submissions submitted by you to the AuditionU Service will violate any right of any third party, including copyright, trademark, privacy or other personal or proprietary rights. You further agree that no Submissions submitted by you to the AuditionU Service will be or contain libelous or otherwise unlawful, abusive or obscene material. You are and shall remain solely responsible for the content of any Submissions you make.

Information You Provide

You may provide information such as, but not limited to, school name, school address, school administrators, transcripts, auditions, video and audio messages, email addresses, fax numbers and/or contact information to be added to the AuditionU Service database in connection with your use of the AuditionU Service. You certify that this information is accurate, you have an existing relationship with any and all school information you provide to AuditionU and you request and authorize AuditionU to be able to contact each of the schools on your behalf via facsimile, email or otherwise, in connection with the distribution of scholarship and college information and/or any other messages sent through the AuditionU Service.

AuditionU requires that the information you provide be true, accurate and up-to-date at all times. This includes, but is not limited to, any representations made regarding user and member qualifications and competency, specifically with regard to academic achievements. In addition, you agree that no communication transmitted by you or on your behalf through the AuditionU Service (including through the AuditionU Service by facsimile) will contain any advertisement or material advertising the commercial availability or quality of any property, goods or services. We reserve the right to terminate your registration and access to the site if any information provided does not meet these requirements at any time.

AuditionU assumes that you are the owner of, and/or have received all appropriate consent from the owners of, any and all material, information, intellectual property in any form, or other data you make available to AuditionU. You are responsible for ensuring that the owner of the information has given you permission to make the information available to other parties, whether to the general public or to specific groups or individuals. This permission must be royalty-free and grant the person(s) who see the information the non-exclusive right-to-use, transmit, modify or display it.

Membership

AuditionU may designate certain persons and organizations as “Members.” Such designation does not confer any ownership interest in, or right to control, Scholarships For The Arts LLC, but instead means that the designated person or organization has access to Member Services provided by the AuditionU Service as described in this User Agreement.

Eligibility

Membership is open to legitimate and qualified individuals and organizations in the arts community. This includes, but is not limited to students and their parents, universities, community colleges, high schools, grammar schools, civic and charitable groups supporting the arts, and public agencies involved in the regulation of education. Notwithstanding anything to the contrary in this document, AuditionU may at its sole discretion refuse to accept an application for Membership and/or limit a Member's use of the services provided by the AuditionU Service at any time.

Membership Fee

Each Member is assessed a Membership Fee through a monthly subscription. You acknowledge that payments will be processed automatically (e.g., debited from your account or charged to your credit card) until you cancel the subscription and terminate your membership. The monthly Membership Fee is non-refundable and must be pre-paid in full during the Member's first login to the AuditionU Service, subsequent payments of the membership fee are auto-renewed on a monthly basis on the anniversary date of the first login using the customers preferred credit card or bank account. Any processing issues or subsequent failure to pay the Membership Fee is grounds for revocation of Membership. AuditionU reserves the right to change the amount of the membership fee and/or the payment schedule at any time. You acknowledge that AuditionU is not required to provide a refund for any reason and that you will not receive money back for prepaid time when the account is closed, whether such closure was voluntary or involuntary.

Member Services

Certain services provided by AuditionU (“Member Services”) are available only to Members. Member Services currently include, but are not limited to, access to the AuditionU Service and the ability to send and respond to messages through the AuditionU Service. AuditionU may establish limits concerning use of any Member Services offered on the AuditionU Service including, but not limited to, the maximum number of days that messages and/or documents may be stored, the maximum number of messages and/or documents that may be sent from or received by an account on any Member Services, the maximum size of messages and/or documents that may be sent from or received by an account on any Member Services, the maximum disk space that will be allotted on AuditionU Service's servers on your behalf and the maximum number of times and duration you may access any Member Services in a given period of time. You agree that AuditionU has no responsibility or liability for the deletion, corruption or failure to store any messages or other content maintained or transmitted by any Member Services. You acknowledge that AuditionU reserves the right to disable accounts that are inactive for an extended period of time. AuditionU reserves the right to modify the Member Services at any time.

Severability

If any part of this Agreement is determined to be invalid or unenforceable, then that portion shall be severed, and the remainder of the Agreement shall be given full force and effect.

Other Terms

You agree to comply with all applicable laws, statutes, ordinances and regulations concerning your use of the AuditionU Service.

You agree that AuditionU, at its sole discretion, may terminate your use of the AuditionU Service immediately and without notice at any time for any reason or no reason, including if AuditionU believes that you have acted inconsistently with the spirit or letter of this Agreement.

These terms and conditions and the relationship between you and AuditionU shall be governed by, and will be construed under, the laws of the United States of America and the laws of the State of Nevada without the application of any conflict of law rule which would result in the application of the law of any other jurisdiction. You agree to submit to the personal and exclusive jurisdiction of the state and federal courts in Clark County, Nevada for any disputes arising out of or related to the AuditionU Service. For our customers who access AuditionU Service from Canada, Mexico and other foreign nations, other laws may apply to you and in such event shall affect this Agreement only to the extent required by such jurisdiction. In such a case, this Agreement shall be interpreted to give maximum effect to the terms and conditions hereof.

The failure of AuditionU to exercise or enforce any right or provision under this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court shall endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the these terms and conditions 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 the use of the AuditionU Service must be filed within one (1) year after such claim or cause of action arose or else such claim or cause shall be forever barred.

For security purposes, AuditionU does not and will never send automated emails with any file attachments. Additionally, the users of the AuditionU Service cannot send any emails with any file attachments from the AuditionU Service servers. AuditionU recommends that users take action to protect their computer by making sure they have anti-virus software installed and updated on their system. AuditionU also recommends that users do not open any email file attachments that they are not expecting to receive. Furthermore, it is a good practice to contact the sender of an email before opening any file that may be considered a questionable attachment.