Terms of Use Agreement


This User Agreement (“TSA”) explains the terms under which you are allowed to use the Meriad.co web site and any web or mobile services or applications (collectively, the “Site”) offered by Meriad (“MERIAD”) and its Affiliates, including without limitation Meriad (“MERIAD”). This Agreement is a part of and incorporates by reference all the Terms of Service linked from http://www.meriad.co including all Site information referenced or linked therein (“Terms of Service”, "TSA", "Terms"). This Agreement is effective March 7, 2017. Your use of the Site after the effective date will signify that you have read, understand, accept, agreed to be bound and are bound by this Agreement, for yourself and on behalf of any Member for whom you use the Site, and you represent that you have the authority to do so. To the extent permitted by applicable law, we may modify this Agreement without prior notice to you, and any revisions to this Agreement will take effect when posted on the Site unless otherwise stated. Please check the Site often for updates.


PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. YOU HAVE THE RIGHT TO OPT OUT OF THE BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION AS DESCRIBED IN SECTION 12 BELOW.


1. ACCEPTANCE OF THE TERMS AND CONDITIONS

 

1.1 Binding Agreement Description

 

Meriad Inc. 11923 Venice Blvd #10, Los Angeles, CA 90066, (or "Meriad", "we", "us", or "our") provides and makes available its website located at www.meriad.co ("Service"). All uses of the Service are subject to the terms and conditions contained in this Terms of Service Agreement ("TSA"). When you choose to use this service you are agreeing to all the policies and procedures set in the Service, between you and Meriad. Please read this TSA carefully. By accessing, browsing or otherwise using the Service, you acknowledge that you have read, understood, and agree to be bound by this TSA. If you do not accept the terms and conditions of this TSA, then you may not access, browse or use the Service.

As further described below, this TSA 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.

 

1.2 Changes to this TSA

 

You understand and agree that Meriad may change this TSA at any time without prior notice; provided that Meriad will endeavour to provide you with prior notice of any material changes. You may read the current, effective version of this TSA at any time by selecting the appropriate link on the Service. The revised TSA 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 TSA is not acceptable to you, your sole remedy is to cease accessing, browsing and otherwise using the Service. The terms of this TSA will govern any updates Meriad provides to you that replace and/or supplement any portion of the Service, unless that upgrade is accompanied by a separate license or revised TSA, in which case the terms of that license or revised TSA will govern. Notwithstanding the preceding sentences of this Section 1.2, no revisions to this TSA will apply to any dispute between you and Meriad that arose prior to the effective date of such revision.

 

1.3 Privacy Policy

 

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

 

1.4 Eligibility

 

The service is not for persons under the age of 18 or for any users previously suspended or removed from the service by Meriad. 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 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 TSA; and (iii) agree to be bound by this TSA on behalf of that Organization.

 

1.5 Representations

 

You hereby confirm that in using Meriad 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.

 

Models/Talents are responsible for paying their own taxes as your contractors.

 

 

2. THE SERVICE

 

2.1 Description

 

The Service - subject to Meriad review of the CLIENT's application - allows professionals of fashion, entertainment, and/or creative industry ("Clients") to search for and cast models/talents ("Models") for gigs or specific works. A gig booked through the Service is a "Job". Clients, Model, Talents are collectively, "Users."

 

2.2 Clients

 

Clients may browse photos and past work 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, 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 through the Service.

 

2.3 Model/Talent

 

The Model/Talent may accept to be booked for jobs through the Service once requested by a Client for the agreed "Price". 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 hourly rate, photographs, and other relevant details like measurements and work experience to the Service.

 

2.4 Contractors

 

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

 

2.5 Mobile Notifications

 

Users will have the choice to receive JOB notifications to their mobile devices. If Users elect to receive messages to their mobile devices, mobile carrier's standard messaging and other rates and fees will apply.

 

 

3. THE REGISTRATION

 

3.1 Log-in Credentials

In order to utilize the Service, you must login through the www.meriad.co website and register an account with the Service (an "Account"). To create an Account, you must provide your name, email address, social media account information and additional information that helps to verify your identity. Submitted data and profile will be reviewed by Meriad. All Users will be evaluated by their Account submission and accepted or declined at our sole discretion. Upon Account approval, Users will be able to access to the Platform's full features.

 

3.2 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 Meriad immediately at sebastian@meriad.co 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. Meriad will not be liable for any loss or damage arising from unauthorized use of your credentials prior to you notifying Meriad 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.

 

3.3 Membership

 

Membership to the Meriad Platform is free. Fees, however, are charged to initiate a booking process between a Client and a Model. Meriad reserves the right to change this policy at any time without prior notice, and can make the decision to charge for other fees. Meriad reserves the right to define those monies, subscription fees, billing and charges etc.

 

3.4 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 Meriad. 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 TSA, 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 Meriad 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.

 

3.5 Acceptance

 

By completing the registration process, you accept these TSA on the use of the Meriad service.

 

 

4. INTELLECTUAL PROPERTY RIGHTS

 

4.1 License

 

The Service is licensed, not sold, to you for use only under the terms of this TSA. Meriad reserves all rights not expressly granted to you. Subject to your complete and ongoing compliance with the terms and conditions of this TSA, Meriad hereby grants you a personal, limited, revocable, non-transferable license to access and use the Service solely for the purpose of (i) searching for Talent and booking JOBs if you are a Client, or (ii) booking JOBs if you are a Model.

 

4.2 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 Meriad or Meriad's third party licensors (the "Meriad 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 TSA 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 Meriad or the copyright owner in advance and in writing. Meriad 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.

 

4.3 Marks

 

The trademarks, service marks, and logos of Meriad (the "Meriad Trademarks") used and displayed on the Service are registered and unregistered trademarks or service marks of Meriad. 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 Meriad Trademarks, the "Trademarks"). Nothing on the Service or in this TSA should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this Service without Meriad's prior express written consent for each individual use. You may not use the Trademarks to disparage Meriad or the applicable third-party, Meriad'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 Meriad's prior express written consent. All goodwill generated from the use of any Meriad's Trademark will inure solely to Meriad's benefit.

 

4.4 Restrictions

 

You may not sell, transfer, assign, license, sublicense, or modify the Meriad Content, and you may not reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Meriad Content in any way for any public or commercial purpose. The use or posting of any of the Meriad 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 Platform, 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 TSA, then your right to access and/or use the Meriad Content and Service will automatically terminate and you must immediately destroy any copies you have made of the Meriad Content.

 

4.5 Client's Brand

 

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

 

 

5. JOBS

 

5.1 Submitting Jobs

 

Clients may submit JOBs and book Models through the Service. The Client shall represent and warrant that the information submitted about each JOB (together, with all other materials submitted by you to the Service, "Client Materials") is accurate. In addition, Meriad has the right - but not the obligation - in its sole discretion to refuse or delete any JOBs that it reasonably considers to violate this TSA or be otherwise illegal or inappropriate.

 

5.2 Booking Jobs

 

If a Client wishes to book one or more Models for a JOB, they may request a booking through the Service where they will be charged the price of the JOB (the "Fee"). The Model may accept or reject your offer in his or her sole discretion. A booking is complete if one of the Model accepts the booking. Within 7 days from the completion of the shoot, Meriad's payment processor will pay the Fee to the Talent, minus a service charge retained by Meriad in the amount of 10% of the applicable Fee from the Model ("Model Fee") and 15% from the Client ("Client Fee"). "Client Fee," together with the "Model Fee", constitutes the entirety of the "Meriad Fee".

 

5.3 Cancellation

 

Clients may cancel JOBs booked through the Service in their sole discretion. If a Client cancels a JOB within 24 hours of the JOB start-date and time, then the Client will be charged up to 50% of the applicable Fee. If a Client cancels a JOB at any time prior to 24 hours before the Project start-date, then Meriad's payment processor will refund the Fee to the Client. If the Model cancels a Project within 24 hours of the Project start-date, then we reserve the right in our sole discretion to take remedial action, which may include, without limitation, prohibiting such Model from using the Service. If either a Client or the Model cancels a Project booked through the Service at any time, we reserve the right to charge the Meriad Fee in our discretion. We may change the cancellations policies set forth in this Section in our sole discretion.

 

5.4 Intervention of Meriad in the Booking

 

If you successfully finalized a booking of a JOB through Meriad with a User, the persons intervening in this process are the Client, the Model and Meriad. Meriad is intervening in the transaction solely for the following scopes:

 

i. To provide, host and maintain a database of 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;

 

ii. To supervise the payment process and assist the Client for correct payments and the Model for correct billing.

 

iii. In case of a sudden cancellation of the booking by the Model Meriad will endeavor to help and assist the Client in finding a suitable substitution, at the Client's request.

 

iv. The agreement is reached by the Model(s) and the Client without any recommendation of Meriad. Meriad does not take any decision on the suitability of a Model for a certain job. The only persons responsible of the decision and of the adequacy of the services of talent for a JOB is the Client and the Model. Thus Meriad acts solely as intermediary and is not in any way deemed to be an agent, agency or a representative of the Model booked.

 

 

6. ADDITIONAL TERMS OF MODELS

 

6.1 Model Materials

 

If you are a Model, then you may submit photographs and demographical details about yourself to create a profile on the Service (together, with all other materials submitted by you, "Model Materials"). As a Model, you represent and warrant that your model materials are accurate. You also agree that Meriad may display your name and Model Materials on the Service to Clients. If you submit any photographs of yourself to the Service, then you hereby grant to Meriad the right to use, reproduce, display and distribute your photographs to market, promote and advertise the Service through any media and formats now known or hereafter developed. You may remove photographs of yourself that you post to the Service through the functionality offered by the Service.

 

6.2 Booking JOBs

 

When you receive a request for a JOB from a Client, you may accept or reject such request in your sole discretion. If you accept the request, then you will be paid through the Service upon completion of the JOB as described above.

 

6.3 No Conflicts

 

By using the Service, you represent, warrant and covenant to Meriad that your authorized use of the Service does not and will not violate any contract between you and a third party, including, without limitation, any modeling agency and/or "mother agency".

 

 

7. USER MATERIALS

 

7.1 License to User Materials

 

Client Materials, Model Materials are collectively, "User Materials'. By Posting User Materials to the Service, you hereby grant Meriad (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 TSA 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.

 

7.2 License for Name, Image, Voice and Likeness

 

You further grant Meriad 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 7.1 above.

 

7.3 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 TSA. You expressly release Meriad and all of Meriad 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 TSA.

 

7.4 Representations and Warranties

 

With Respect to Your User Materials. Except for materials Meriad 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 Meriad the rights in your User Materials as contemplated under the TSA, and (ii) neither the User Materials you post to the Service nor your creation of, accessing, or posting of your User Materials or Meriad's Use of your User Materials (or any portion thereof) as permitted in the TSA 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 Meriad to obtain any licenses from or make any payments in any amounts to any third party throughout the world.

 

7.5 Prohibition on Uploading Objectionable Content

 

You agree not to submit User Materials that: (i) is or could be interpreted to be infringing, defamatory, libelous, inaccurate, unlawful, harmful, threatening, abusive, harassing, vulgar, offensive, obscene, pornographic, objectionable, hateful, or promotes discrimination, bigotry, racism, or hatred (collectively, "Objectionable Content"), as Meriad 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 sebastian@meriad.co. Meriad has the right, but not the obligation, to remove any content from the Service that has been flagged as Objectionable Content.

 

8. MESSAGES

 

8.1 Messages

 

The Service allows Users to send messages ("Messages") to each other. Sending Messages is a privilege, not a right, and Meriad 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 sebastian@meriad.co. 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 Meriad 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 Meriad may deem appropriate in its sole discretion.

 

9. RESTRICTION ON USE OF SERVICE

 

In using the Service, you agree not to:

 

i. take any action that imposes an unreasonable load on the Service's infrastructure;

 

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;

 

iii. attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the Service;

 

iv. delete or alter any material posted on the Service by Meriad or any other person or entity;

 

v. frame or link to any of the materials or information available on the Service;

 

vi. alter, deface, mutilate, or otherwise bypass any approved software through which the Service is made available;

 

vii. use any trademarks, service marks, design marks, logos, photographs, or other content belonging to Meriad or obtained from the Service;

 

viii. access, tamper with, or use non-public areas of the Service, Meriad's (and its hosting company's) computer systems and infrastructure, or the technical delivery systems of Meriad's providers;

 

ix. harass, abuse, harm, or advocate or incite harassment, abuse, or harm of another person or group, including Meriad employees;

 

x. provide any false personal information to Meriad;

 

xi. create a false identity or impersonate another person or entity in any way;

 

xii. create a new account with Meriad without Meriad's express written consent, if Meriad has previously disabled an account of yours;

 

xiii. solicit, or attempt to solicit, personal information from other Users;

 

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;

xv. use the Service to send emails or other communications to persons who have requested that you not sent them communications;

 

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;

 

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;

 

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;

 

xix. violate any applicable federal, state, or local laws or regulations or the terms of this TSA; or

 

xx. assist or permit any persons in engaging in any of the activities described

 

10. EXTERNAL SITES

 

The Site 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. Meriad 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.

 

11. 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 Meriad 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 Meriad you agree that:

 

(i). Meriad 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 Meriad 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 Meriad 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.

 

12. DISPUTE RESOLUTION

12.1 Dispute Process and Scope

If a dispute arises between you and Meriad or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively.  Accordingly, you, Meriad, and our Affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to this TSA, your relationship with Meriad (including any claimed employment with Meriad or one of its Affiliates or successors), the termination of your relationship with Meriad, or the Site Services (each, a "Claim") in accordance with this Section.  For the avoidance of doubt, Claims include, but are not limited to, all claims, disputes, or controversies arising out of or relating to the TSA, any payments or monies you claim are due to you from Meriad or its Affiliates or successors, trade secrets, unfair competition, false advertising, consumer protection, privacy, compensation, classification, minimum wage, seating, expense reimbursement, overtime, breaks and rest periods, termination, discrimination or harassment and claims arising under the Uniform Trade Secrets Act as enacted in any state, Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for claims for employee benefits under any benefit plan sponsored by the Company and (a) covered by the Employee Retirement Income Security Act of 1974 or (b) funded by insurance), Affordable Care Act, Genetic Information Non-Discrimination Act, state statutes or regulations addressing the same or similar subject matters, and all other federal or state legal claims arising out of or relating to your relationship with Meriad or the termination of that relationship.  Only with respect to the Arbitration Provision, Claims do not include disputes that may not be subject to a pre-dispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) and are excluded from the coverage of the Arbitration Provision.

You agree that any Claim must be resolved as described in the subsections below titled "Informal Dispute Resolution" and "Mandatory Binding Arbitration and Class Action/Jury Trial Waiver."  

12.2 Choice of Law

This TSA and any Claim will be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG); provided, however, that any Claims made by any Model or Client located within the United States will be governed by the law of the state in which such User resides.

12.2 Informal Dispute Resolution

Before serving a demand for arbitration of a Claim, you agree to first notify Meriad of the Claim at Attn: 11923 Venice Blvd #10, Los Angeles, CA 90066 or by email to sebastian@meriad.co, and Meriad agrees to provide to you a notice at your email address on file (in each case, a "Notice") and seek informal resolution of the Claim.  Any Notice from you must include your name, pertinent account information, a brief description of the Claim, and your contact information, so that we may evaluate the Claim and attempt to informally resolve the Claim.  Any Notice from Meriad must include pertinent account information, a brief description of the Claim, and Meriad's contact information, so that you may evaluate the Claim and attempt to informally resolve the Claim.  Both you and Meriad will have 60 days from the date of the receipt of the Notice to informally resolve the other party's Claim, which, if successful, will avoid the need for further action.

12.3 Mandatory Binding Arbitration and Class Action/Jury Trial Waiver (Does not apply to users located outside the United States and its territories)

This Mandatory Binding Arbitration and Class Action/Jury Trial Waiver provision ("Arbitration Provision") applies to all Users except Users located outside of the United States and its territories.

In the unlikely event the parties are unable to resolve a Claim within 60 days of the receipt of the applicable Notice, you, Meriad, and our Affiliates agree to resolve the Claim by binding arbitration before an arbitrator from JAMS. JAMS may be contacted at www.jamsadr.com.

A. Scope of Arbitration Agreement and Conduct of Arbitration

Arbitration as provided in this Mandatory Binding Arbitration and Class Action/Jury Trial Waiver provision ("Arbitration Provision") is governed by the United States Federal Arbitration Act (9 U.S.C. §§ 1 et seq.).  This Arbitration Provision applies to any Claim the parties may have and survives after your relationship with Meriad ends.  This Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration.  If for any reason JAMS will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator.

Except as otherwise provided herein, arbitration will be conducted in Los Angeles County, California in accordance with the JAMS Comprehensive Arbitration Rules and Procedures under the Optional Expedited Arbitration Procedures then in effect for JAMS.  Notwithstanding the foregoing, any Claims by a Model or Client that allege employment or worker classification claims will be conducted within 25 miles of where the User is located in accordance with the JAMS Employment Arbitration Rules and Procedures then in effect.  The JAMS arbitration rules may be found at www.jamsadr.com or by searching online for "JAMS Comprehensive Arbitration Rules and Procedures" or "JAMS Employment Arbitration Rules."  The parties agree that any party will have the right to appear at the arbitration by telephone and/or video rather than in person.

You and Meriad will follow the applicable JAMS rules with respect to arbitration fees.  In any arbitration under the JAMS Employment Arbitration Rules and Procedures, the Model or Client will pay JAMS arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted.  The arbitrator must follow applicable law and may award only those remedies that would have applied had the matter been heard in court. Judgment may be entered on the arbitrator's decision in any court having jurisdiction.

Regardless of any other terms of this Arbitration Provision, a claim may be brought by or to, and remedies awarded by, an administrative agency if applicable law permits the agency to adjudicate, investigate or prosecute the claim notwithstanding the existence of this agreement to arbitrate.  Such administrative claims include without limitation claims or charges brought before the U.S. Equal Employment Opportunity Commission, the U.S. Department of Labor, or the National Labor Relations Board.  Nothing in this Arbitration Provision will be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party's obligation to exhaust administrative remedies before making a claim in arbitration, if any.

B. Interpretation and Enforcement of this Arbitration

This Arbitration Provision is the full and complete agreement relating to the formal resolution of Claims.  For the avoidance of doubt, this Arbitration Provision covers, and the arbitrator shall have exclusive jurisdiction to decide, all disputes arising out of or relating to the interpretation, enforcement, or application of this Arbitration Provision, including the enforceability, revocability, scope, or validity of the Arbitration Provision or any portion of the Arbitration Provision.  All such matters shall be decided by an arbitrator and not by a court.  The parties expressly agree that the arbitrator and not a court will decide any question of whether the parties agreed to arbitrate, including but not limited to any claim that all or part of this Agreement or any other part of the Terms of Service is void or voidable.

In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable.  If any portion of the Class Action Waiver in subsection C, below, of this Arbitration Provision is deemed to be unenforceable, you and Meriad agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.  

C. Class Action and Jury Trial Waiver

This arbitration provision affects your ability to participate in class, collective or representative actions.  Both you and Meriad agree to bring any dispute in arbitration on an individual basis only, and not on a class, collective, or representative basis on behalf of others.  There will be no right or authority for any dispute to be brought, heard or arbitrated as a class, collective, representative or private attorney general action, or as a member in any such class, collective, representative or private attorney general proceeding ("Class Action Waiver").  The Class Action Waiver does not prevent you from bringing a Claim in arbitration as a private attorney general solely on your own behalf and not on behalf of others.  Notwithstanding any other portion of this Arbitration Provision or the JAMS Rules, the arbitrator will have authority to hear any Claim on a class, collective, or representative basis if, only if, and only to the extent that, the arbitrator determines that the waiver of such class, collective, or representative Claim is unenforceable.  You and Meriad agree that you will not be retaliated against, disciplined or threatened with discipline as a result of exercising any rights under Section 7 of the National Labor Relations Act by filing or participating in a class, collective or representative action in any forum.  However, Meriad may lawfully seek enforcement of this arbitration provision and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of such class, collective or representative actions or claims.

D. Right to Opt Out of Arbitration and Class Action/Jury Trial Waiver

You may opt out of the foregoing arbitration and class action/jury trial waiver provision of this Agreement by notifying Meriad in writing within 30 days of the date you first registered for the Site.  To opt out, you must send a written notification to Meriad at Attn: 11923 Venice Blvd #10 Los Angeles, CA 90066 that includes (a) your account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a clear statement indicating that you do not wish to resolve claims through arbitration and demonstrating compliance with the 30-day time limit to opt out of the above arbitration and class action/jury trial waiver provisions. Alternatively or in addition, you may send this written notification to sebastian@meriad.co.  

13. LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES

 

Limitation of Liability and Disclaimer of Warranties.

 

a. Meriad, its affiliates, and their respective officers, directors, employees, agents, suppliers and licensors (collectively, the "Meriad 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 Meriad parties will not be subject to liability for the truth, accuracy or completeness of any content or any other information conveyed to any Meriad 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 Meriad 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 Meriad 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 Meriad 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. Meriad does not make any warranties or representations regarding any data and/or information provided or made available by any Client or Model on Meriad. In particular, Meriad 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 Meriad 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 Meriad party has been advised of the possibility of such damages. Meriad's liability, and the liability of any other Meriad parties, to you or any third parties in any circumstance is limited to $100.

 

f. some states 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 states, the liability of the Meriad parties will be limited to the greatest extent permitted by law.

 

The disputes between the Model and the Client will have to be solved judicially and extra-judicially with no intervention of Meriad.

 

Meriad may not release the money if the source of the funds is suspected to be fraudulent. Any payments made by fraudulent funds (e.g. stolen credit cards) will be immediately reversed and the Client will have to pay the owed amount to Meriad.

Clients agree not to make any chargebacks or reverse any payment made by them to Meriad.

Clients acknowledge and agree that Meriad will be entitled to recover any chargebacks or reversed payment that may be imposed on funds paid to Meriad through the Website.

 

14. THIRD PARTY DISPUTES

 

Meriad 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 agency or "mother agency," is directly between you and such third party, and you irrevocably release the Meriad 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 Meriad 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 TSA or your access to, use or misuse of the Meriad Content or Service. Meriad will provide notice to you of any such claim, suit, or proceeding. Meriad 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 Meriad's defense of such matter.

 

 

16. TERMINATION OF THE TSA

 

16.1 Account deletion.

 

You may delete your Meriad Client Account at any time without cause. You may deliver notice of termination using the contact form available on Meriad or by pressing the "Delete" Account 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 Meriad for 5 years and then deleted. Your account will cease to be present in the platform online.

 

16.2 Termination of TSA.

 

This agreement remain into force until all obligations between parties are fulfilled and/or pending any disputes Sections 1, 1.1, 1.2, 1.3, 1.4, 1.5, 3.1, 3.2, 3.3, 3.4, 3.5, 4.1, 4.2, 4.3, 4.4, 4.5, 7- 18 survive the termination of this TSA.

 

 

17. 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. GENERAL

18.1 Entire Agreement

This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and Meriad relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof.  The section headings in the Terms of Service are included for ease of reference only and have no binding effect.  Even though Meriad drafted the TSA, you represent that you had ample time to review and decide whether to agree to the TSA.  If an ambiguity or question of intent or interpretation of the TSA arises, no presumption or burden of proof will arise favoring or disfavoring you or Meriad because of the authorship of any provision of the TSA.

18.2 Side Agreements

Notwithstanding subsection 18.1 (Entire Agreement), Clients and Models may enter into any supplemental or other written agreements that they deem appropriate (e.g., confidentiality agreements, assignment of rights, etc.).  The terms and conditions of the TSA, however, will govern and supersede any term or condition in a side agreement that purports to expand Meriad's obligations or restrict Meriad's rights under the TSA.

18.3 Compliance

User will not violate any applicable foreign, federal, state, or local laws or third-party rights on or related to the Site.  Without limiting the generality of the foregoing, User agrees to comply with all applicable laws and regulations, including, but not limited to, employment laws and third parties' Intellectual Property Rights.

18.4 Final provisions.

 

This TSA is governed by the internal substantive laws of the State of California 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 Los Angeles, CA. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Meriad as a result of this TSA 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 Meriad other than pursuant to this TSA. If any provision of this TSA 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 TSA, which will remain in full force and effect. Failure of Meriad to act on or enforce any provision of this TSA will not be construed as a waiver of that provision or any other provision in this TSA. No waiver will be effective against Meriad 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 Meriad and you, this TSA constitutes the entire agreement between you and Meriad 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 TSA will inure to the benefit of our successors and assigns. You may not assign this TSA 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 Meriad's prior express written consent. Meriad may assign this TSA, including all its rights hereunder, without restriction.

 

18.5 Usage

 

Both Models and Clients will be held to Meriad usage rights presented below. The standard usage rights on Meriad is 6 months across social media, Internet and point of sale (POS) within the country where the photoshoot took place. Any usage beyond those listed above, including but not limited to, outdoor advertising (billboards, bus and rail media, street furniture, etc.), packaging, videos, or use of the model's name, requires a model's written consent. If you wish to expand the usage beyond the terms above, please contact Meriad at sebastian@meriad.co.

 

18.6 Safety

 

Models and Clients are solely responsible for their interactions with other Users. Models and Clients understand that Meriad currently does not conduct criminal background checks or screenings on its users. Meriad also does not inquire into the backgrounds of all of its users or attempts to verify the statements of its users. Meriad makes no representations or warranties as to the conduct of users or their compatibility with any current or future users. Meriad 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.

18.7 Modifications

No modification or amendment to the TSA will be binding upon Meriad unless in a written instrument signed by a duly authorized representative of Meriad.  For the purposes of this subsection, a written instrument will expressly exclude electronic communications, such as email and electronic notices, but will include facsimiles.  This Section 18.7 (Modifications) does not apply to amendments to the Terms of Service posted by Meriad to the Site from time to time.

18.8 Assignability

User may not assign the TSA, or any of its rights or obligations hereunder, without Meriad's prior written consent in the form of a written instrument signed by a duly authorized representative of Meriad (and, for the purposes of this subsection, a written instrument will expressly exclude electronic communications such as email and electronic notices, but will include facsimiles).  Meriad may freely assign this TSA without User's consent.  Any attempted assignment or transfer in violation of this subsection will be null and void.  Subject to the foregoing restrictions, the TSA will inure to the benefit of the successors and permitted assigns of the parties.

18.9 Severability

If and to the extent any provision of this Agreement or the other TSA is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties.  The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.

18.10 Survival

After this Agreement terminates, the terms of this TSA that expressly or by their nature contemplate performance after the TSA terminates or expires will survive and continue in full force and effect.  For example, the provisions protecting Confidential Information, requiring arbitration, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this TSA terminates.

18.11 Force Majeure

The parties to this Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party.  The time for performance of such party will be extended by the period of such delay.  Irrespective of any extension of time, if an event of Force Majeure occurs and its effect continues for a period of 60 days, either the party may give to the other a 30-day notice of termination.  If, at the end of the 30 day period, the effect of the Force Majeure continues, the TSA will terminate, except as provided in Section 18.10.

18.12 Prevailing Language and Location

The English language version of the TSA will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any.  The Site is controlled and operated from our facilities in the United States.  Meriad makes no representations that the Site is appropriate or available for use in other locations.  Those who access or use the Site from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable foreign, United States, state, and local laws and regulations. You must not directly or indirectly sell any service to any end user without obtaining any and all required authorizations from the appropriate government authorities. You may not use or access the Site if you are: (a) a resident of a geographic area embargoed by the United States; (b) subject to United States economic sanctions that prohibit your use or access to the Site; or (c) a foreign person or entity blocked or denied by the United States government.  Unless otherwise explicitly stated, all materials found on the Site are solely directed to individuals, companies, or other entities located in the United States.