GENERAL

www.topstarcelebrity.com is a site operated by Topstar Celebrity Management Limited (“Topstar Celebrity”), a company registered in England and Wales with the number: 4116478. The VAT number is: 766 8864 59. The registered address is: 4th Floor, Elsley Court, 20-22 Great Titchfield St, London W1W 8BE

Access to and use of www.topstarcelebrity.com (the “Site”) is provided by Topstar Celebrity Management Limited subject to the following terms and conditions (the “Terms of Use”). Please read them carefully. By using the Site, you acknowledge that you have read and understood these Terms of Use; use of the Site constitutes your acceptance of these Terms of Use which take effect on the date which you first use the Site.

We reserve the right to change these terms at any time by posting changes online. You are responsible for reviewing regularly information posted online to obtain timely notice of such changes. your continued use of the Site after changes are posted constitutes your acceptance of this agreement as modified by the posted changes. If at any time you do not accept the Terms of Use, please do not use the Site.

All rights, including copyright, in the content of the Site are owned or controlled for these purposes by Topstar Celebrity. Save as expressly outlined herein, you are not permitted to copy, broadcast, download, store (in any medium), transmit, show or play in public, adapt or change in any way the content of the Site for any other purpose whatsoever without the prior written permission of Topstar Celebrity in each and every instance.

Material may not be copied, reproduced, republished, downloaded, posted, broadcast or transmitted in any way except for your own personal non-commercial home use and provided further that you neither change nor delete any author, attribution, trade-mark, legend or copyright notice. When you download materials, you do not obtain any ownership rights to any of the intellectual property in those or any other materials.

Any other use requires the prior written permission of Topstar Celebrity. You agree not to adapt, alter or create a derivative work from any of the material contained in the Site or use it for any other purpose other than for your personal non-commercial use. You may not modify, copy, publish, display, transmit, adapt or in any way exploit (whether for commercial gain or otherwise) any content from the Site without our prior written consent and without the prior written consent of all other entities with an interest in the relevant intellectual property.

You agree to use the Site only for lawful purposes, and in a manner which does not infringe the rights of, or restrict or inhibit the use and enjoyment of the Site by any third party. Such restriction or inhibition includes, without limitation, conduct which is unlawful, or which may harass or cause distress or inconvenience to any person and the transmission of obscene or offensive content or disruption of normal flow of dialogue within the Site.

The Site and the information, names, images, pictures, logos and icons regarding or relating to Topstar Celebrity, its products and services (or to third party products and services) are provided “AS IS” and on an ‘IS AVAILABLE” basis without any representation or endorsement made and without any guarantee and/or warranty of any kind whether express or implied, including but not limited to the implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy.

Whilst Topstar Celebrity takes reasonable steps to ensure the quality of content and information made available on the Site in general terms (other than content and information provided by the users of the Site) neither its officers, employees, contractors or content providers assume any responsibility for the accuracy, correctness, relevance, completeness or currency of the information or other content on the Site.

To the full extent allowed by applicable law, you agree that we will not be liable to you/or any third party for any consequential or incidental damages (including but not limited to loss of revenue, loss of profits, loss of anticipated savings, wasted expenditure, loss of privacy and loss of data) or any other indirect, special or punitive damages whatsoever that arise out of or are related to the Site. Topstar Celebrity does not warrant that the functions contained in the material contained in the Site will be uninterrupted or error free, that defects will be corrected, or that the Site or the server that makes it available are free of viruses, bugs or other harmful components or represents the full functionality, accuracy, reliability of the materials. you should take appropriate precautions to ensure that any content that you download is free of such viruses, bugs and other harmful content.

The names, images and logos identifying Topstar Celebrity or third parties and their products and services are proprietary marks of Topstar Celebrity and/or third parties. All rights reserved. Nothing contained herein shall be construed as conferring by implication, estoppel or otherwise any licence or right under any trade mark or patent of Topstar Celebrity or any other third party. You acknowledge that we own and/or control trade marks on the Site and you may not use any of them without our prior written permission.

The Terms of Use apply only to the Site and not to any of the sites which the Site hyperlinks to. We assume no responsibility whatsoever for websites that the Site either hyperlinks to or otherwise refers to. In particular, we do not assume any responsibility for any information or content on such sites (including but not limited to any views, advice, opinions, advertising or recommendations). Nor do we assume any responsibility in connection with any product or service such sites may offer. Under no circumstances will Topstar Celebrity, its officers, employees, contractors or content providers be liable, directly or indirectly, for any loss or damage resulting from you accessing or using, or otherwise in connection with, any website either hyperlinked to or otherwise referred to on the Site. Links do not imply that Topstar Celebrity endorses, is affiliated or associated with any linked site or is legally authorised to use any trade mark, trade name, logo or copyright symbol displayed in or accessible through the links or that any linked site is authorised to use any trademark, trade name, logo or copyright symbol of Topstar Celebrity or any of its affiliates or subsidiaries.

We control and operate the Site from our offices in the United Kingdom. We do not represent that the content or other information provided on the Site (including any advertising, promotion or any service) are appropriate, relevant or available for use outside the United Kingdom. If you choose to access the Site from locations outside the United Kingdom, you so do on your own initiative and are responsible for compliance with local laws. In accessing the Site, you agree not to: i. make available or upload any files that contain software or other material, data or information not owned or licensed to you;

ii. interfere, disrupt access to or damage the Site and/or do anything which may restrict, inhibit or impair its operation; iii. threaten, stalk, harass, abuse or otherwise insult others or to collect or store personal data about others (including but not limited to names and addresses); iv. use the Site in any way that may damage or disrupt another person’s computer and/or for the transmission, uploading or posting of any computer viruses or other harmful files or programs (including but not limited to making available, distributing or uploading by any means any material or files that contain any viruses, bugs, “trojan horses”, “worms” or other harmful software);

v. transmit, post or upload any material which is defamatory, offensive, libellous, racist, indecent, obscene and/or of menacing character or in such a way as to cause inconvenience, annoyance or anxiety; vi. make any commercial or business use of the Site or resell or commercially benefit from any part or aspect of the Site; vii. use the Site in any way that violates and/or infringes any firm’s, person’s or company’s rights (including by not limited to copyright or confidentiality); viii. create a false identity for the purpose of misleading others as to the identity of the sender or origin of a message/post;

ix. to transmit, upload, post or otherwise make available any unauthorised or unsolicited advertising, chain letters, promotional materials, “spam” or any other unauthorised solicitation or any form of lottery or gambling; x. use the Site for any unlawful purpose.

Save as set out in these Terms of Use, we do not control the content posted by you and/or other users of the Site and as such do not guarantee the integrity, accuracy or quality of such content. By using the Site you acknowledge that you may be exposed to content that is objectionable or offensive. You acknowledge and accept that we do not generally examine or edit the use to which you or others put the Site or the nature of the content being accessed. In some parts of the Site (including but not limited to the blog section) you may send your contributions and we welcome these. However, notwithstanding anything else contained in these Terms of Use, when you do so you must: i. ensure that there is nothing in your contribution which is or might be regarded as harassing, threatening, abusive, vulgar, obscene, defamatory, racist or otherwise unlawful; ii. agree that even if your contribution is published on the Site, it may be removed from the Site or edited at any time for any reason and without notice;

iii. agree that Topstar Celebrity may publish your contribution on the Site worldwide and that it may be accessed and downloaded by other visitors; and iv. waive all so-called moral rights (or other similar rights) in relation to your contributions. You acknowledge that by posting, uploading or sending any materials to us you thereby grant us and our licensors and assigns an irrevocable, unconditional, perpetual, royalty free, worldwide licence to use such material(s) or any part of it both within the Site and in any other manner which we may determine in or sole discretion. The licence extends to copying, distributing, broadcasting, and otherwise transmitting, and adapting and editing the materials.

You will indemnify us against all losses, liabilities, costs and expenses reasonably suffered or incurred by us, all damages awarded against us under any judgement by a court of competent jurisdiction and all settlements sums paid by us as a result of any settlement agreed by us arising out of or in connection with:

i. any claim by any third party that the use of the Site by you is defamatory, offensive or abusive, or of an obscene or pornographic nature, or is illegal or constitutes a breach of any applicable law, regulation or code of practice;

ii. any claim by any third party that the use of the Site by you infringes that third party’s copyright or other intellectual property rights of whatever nature; and

iii. any fines or penalties imposed by any regulatory, advertising or trading body or authority in connection with the use of the Site by you.

In addition to the above, you agree to fully indemnify us against any claims or legal proceedings arising in connection with your use of the Site which are brought or threatened against us by any other person/company. You will fully indemnify and defend us against all claims, liability, damages, costs and expenses, including legal fees, arising out of a breach of these Terms of Use or any use of the Site by you. You further undertake that in the event that you have any right, claim or action against any other user arising from the use of the Site, you shall pursue such right, claim or action independently of, and without recourse to us.

We reserve the right immediately to terminate your use of the Site if you breach or we have reasonable grounds to believe that you are likely to breach the Terms and Conditions or you otherwise engage in conduct which we determine (in our sole discretion) to be unacceptable.

Part of the Site may contain advertising and sponsorship. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion on the Site complies with relevant laws, codes and regulations. We exclude to the fullest extent permitted by law any responsibility for any error or inaccuracy appearing in any advertising or sponsorship material.

Disclaimer The Talent Roster page on this Website is organized and presented with the aim of facilitating your search for the person best suited to your purposes. The presence of any name or likeness anywhere on this Website is not intended to imply that the Talent is under any sole and exclusive arrangement with the Company or that the Talent might not be contacted by some other means. Rather, our Company endeavors to make it as easy as possible for you to identify and engage the Talent of your choice, and our Website is designed with this purpose in mind.

PURCHASING TERMS & CONDITIONS
Please take time to look through these Terms and Conditions carefully. You should understand that by ordering any of our products or services, you agree to be bound by these terms and conditions. If you have any questions, or if you want to clarify anything, please contact us.

You should print a copy of these terms and conditions for future reference.

When you place an order, you are deemed to have read our Terms and Conditions and to have accepted them. We will send you an email confirming our acceptance of the order. It is only when you receive this email that a contract is formed between us and you. That contract is subject to and incorporates our Terms and Conditions.

By making an enquiry or placing an order through our Site which we may accept under our Terms and Conditions, you warrant that you are legally capable of entering into binding contracts; and you are at least 18 years old.

All Artists listed on our Site are offered subject to their availability.

SERVICES 1.1 CUSTOMER appoints Topstar Celebrity to perform the services of negotiation of terms for and booking of the Artist in relation to the Engagement, and Topstar Celebrity agrees to act in that capacity, subject to all of the terms and conditions of this Agreement (the “Services”). CUSTOMER authorises Topstar Celebrity to enter into binding contracts with Artist on CUSTOMER’s behalf to perform at the Engagement. Notwithstanding the foregoing, at either Topstar Celebrity’s or Artist’s election, Topstar Celebrity may require that any agreements with Artists or their respective agencies be entered into directly between CUSTOMER and Artist, or with Artist’s agency as applicable;

1.2 CUSTOMER understands and acknowledges that Topstar Celebrity acts on the Artist’s behalf as an Employment Agency and not as Employment Business for the purposes of The Conduct of Employment Agencies and Employment Business Regulations 2003. Topstar Celebrity will negotiate and agree with the CUSTOMER the terms on which the Artist will perform the Engagement. Topstar Celebrity is authorised to sign relevant agreements on the Artist’s behalf;

1.3 To the fullest extent permissible CUSTOMER and Topstar Celebrity hereby opt out of The Conduct of Employment Agencies and Employment Business Regulations 2003 in all respects;

1.4 Topstar Celebrity act for the Artist as Agent but not as Principal and therefore shall have no liability to CUSTOMER in respect to any breach of or failure by the Artist to observe or perform any terms or conditions of the Engagement or agreement for the same.

RIGHTS AND DUTIES OF CUSTOMER
2.1 CUSTOMER warrants that the signatory to this Agreement over the age of eighteen (18);

2.2 The named person executing this Agreement on CUSTOMER’s behalf warrants and represents his authority to do so and such person hereby personally assumes liability for payment of any Fee(s) or monies due, jointly and severally with CUSTOMER;

2.3 During the Term CUSTOMER will: (i) act dutifully and in good faith towards Topstar Celebrity; (ii) at all times act in a professional manner; (iii) supply Topstar Celebrity with any documents or materials, including details of any Intellectual Property Rights, as reasonably required by Topstar Celebrity to perform this Agreement at its expense, and provide Topstar Celebrity with a licence to use CUSTOMER’s Intellectual Property Rights during the Term of this Agreement (including the right to grant sub-licences); (iv) pay any reasonable and pre-agreed “out of pocket” expenses incurred by Topstar Celebrity on CUSTOMER’s behalf, in addition to any amounts due to Topstar Celebrity within ten (10) days of a request by Topstar Celebrity; (v) notify Topstar Celebrity of the details of any material circumstances which may impact on this Agreement or its performance; (vi) inform Topstar Celebrity in writing of any anticipated problems in respect of the Engagement; (vii) provide Topstar Celebrity with the information Topstar Celebrity reasonably requires to perform its obligations; (viii) keep private and confidential all information and provisions relating to this Agreement, the commercial terms herein or in respect of the Engagement, and all confidential, sensitive and personal information regarding Artists, Topstar Celebrity and its officers, directors, personnel and clients; (ix) not do anything which will harm the reputation of Topstar Celebrity or any Artist.

RIGHTS AND DUTIES OF Topstar Celebrity
3.1 During the Term Topstar Celebrity shall: (i) act dutifully and in good faith towards CUSTOMER; (ii) at all times act in a professional manner; (iii) provide the Services for CUSTOMER pursuant to the terms hereof; (iv) comply with CUSTOMER’s reasonable written instructions in relation to the negotiation and contracting of the Engagement; (v) supply CUSTOMER with any documents or materials as reasonably required by CUSTOMER to perform this Agreement at its expense; (vi) notify CUSTOMER of the details of any material circumstances which may impact on this Agreement or its performance; (vii) make clear when dealing with third parties that it acts for CUSTOMER only to the extent provided for in this Agreement; (viii) not allow its interests to conflict with those of CUSTOMER; (ix) may, subject to the provisions of this Agreement, perform its duties as it sees fit; (x) comply with relevant laws and regulations, and maintain all necessary licences and approvals generally in its performance of this Agreement; (xi) not do anything which will harm the reputation of CUSTOMER or any Artist; and, (xii) employ sufficient competent and qualified personnel to carry out its obligations under this Agreement.

BOOKING PROCESS
4.1 CUSTOMER shall provide all necessary and relevant information in relation to the proposed Engagement. Topstar Celebrity shall inform CUSTOMER within a reasonable period whether Artist accepts or refuses the Engagement proposed by CUSTOMER;

4.2 Upon receipt of confirmation of acceptance of an offer (subject to contract) by the Artist, Topstar Celebrity shall communicate the acceptance within two (2) Business Days from receipt;

4.3 Topstar Celebrity shall issue invoices for the Fee and any expenses in respect of the Engagement once this Agreement has been signed by both parties;

4.4 CUSTOMER shall promptly pay to Topstar Celebrity any Fee or other money payable to Topstar Celebrity in connection with the Engagement, subject to and always in accordance with the Payment Terms. Any Fee or money shall be paid into Topstar Celebrity’s specified client account by CUSTOMER, and shall always quote Topstar Celebrity’s relevant invoice number as a reference. Time shall be of the essence in respect of all payments. Any failure to adhere to the Payment Terms will be a material breach and will result in the Engagement being cancelled and the contract terminated immediately.

ARTIST BILLING & ARTIST INTELLECTUAL PROPERTY RIGHTS
5.1 CUSTOMER warrants that it will provide the Artist with the Artist Billing as provided for in this Agreement or specified in the applicable Artist performance agreement in respect of the Engagement without alternation, amendment, addition or change of any kind unless agreed expressly in writing with Topstar Celebrity (with Artist’s written agreement) to the contrary;

5.2 CUSTOMER acknowledges and agrees that all advertising, publicity, promotional materials and artwork generated and used by CUSTOMER in connection with the Engagement (or anyone connected to CUSTOMER in any way in respect of the Engagement, including sub-contracting parties) must be approved in writing by Topstar Celebrity prior to any such materials being made available to the public. Approval shall not be unreasonably withheld by Topstar Celebrity;

5.3 CUSTOMER agrees that no other act may appear in such materials without prior written approval of Topstar Celebrity (with Artist’s agreement);

5.4 CUSTOMER will not make use of the Artist’s Intellectual Property Rights, name, likeness, bio or performance in any way not provided for in this Agreement, nor shall it do so in such a way as to suggest any endorsement or sponsorship of any third party without Topstar Celebrity’s prior written consent (with Artist’s written agreement) which consent shall be given in the sole discretion of Topstar Celebrity and Artist. Any request from CUSTOMER for consent in accordance with this clause shall be answered by Topstar Celebrity within five (5) working days of such request. Where no response is provided by Topstar Celebrity, consent will be deemed to be denied.

TRAVEL, ACCOMMODATION & RIDER
6.1 CUSTOMER agrees to pay for all Travel and Accommodation specified in respect of the Engagement, which amounts shall be paid by CUSTOMER in addition to Fee unless otherwise specified. Topstar Celebrity shall have the first option to book Travel and Accommodation for the Engagement on behalf of CUSTOMER, and Topstar Celebrity shall have authority to amend any Travel or Accommodation bookings in order to accommodate the Artist’s needs. Otherwise, tickets for Travel and Accommodation will be the responsibility of CUSTOMER to arrange, but must be approved by Topstar Celebrity in writing prior to their booking. All costs will be timely paid by CUSTOMER on request of Topstar Celebrity, and time shall be of the essence;

6.2 CUSTOMER shall provide and pay for all internal transport for the Artist’s equipment in respect of the Engagement from point of arrival in the country to hotel, between hotel(s) and venue(s) and to point of departure from the country (throughout the Engagement);

6.3 CUSTOMER shall ensure that in respect the Engagement all equipment and services necessary are provided, and all rider requirements, including but not limited to the Hospitality Rider & Catering, Technical Rider and Other Artist Requirements are strictly adhered to, and CUSTOMER acknowledges that it is solely responsible for the provision of all of the aforementioned unless otherwise agreed in writing. Failure to perform this contractual obligation will be deemed a material breach in respect of the relevant Engagement concerned, for which Artist may cancel the Engagement without any liability to Topstar Celebrity or Artist. CUSTOMER shall provide and pay (at its own cost) for a first class public address (PA) system and a first class stage lighting system for use by each Artist in connection with the Engagement and always in accordance with any Artist’s Technical Rider with confirmation of the foregoing in writing no later than fourteen (14) days prior to the Performance Date(s)/ Time(s). Any sound-mixing engineers (front-of-house or monitors) provided to work with the any Artist must be English-speaking;

6.4 CUSTOMER will discuss with Topstar Celebrity and agree upon any of Artist’s reasonable requests for specific stage décor, props, backdrop or equivalent;

6.5 CUSTOMER agrees to provide a full and detailed itinerary for travel to and performance at the Engagement. Such itinerary information is to be sent by letter, fax, or email to arrive at Topstar Celebrity’s offices no later than twenty-one (21) days prior to the respective Performance Date(s)/ Time(s).