Terms and Conditions Agreement

December 1 , 2007

This terms and conditions agreement ("Agreement") is between you, the account holder (Member) and KKf Marketing LLC, doing business as www.AllTalentDirectory.com ("All Talent Directory"). By joining this website as a Member you agree to be bound by this Agreement.

The All Talent Directory is a subscription-based website where Members showcase their Talent.

Whereas the All Talent Directory website provides:

1. An internet-based searchable directory of Talent,
2. An internet-based site where Members create searchable Talent profiles, upload and manage photos, sound clips and video clips,
3. An event calendar site where Members create upcoming events and link Talent profiles to events,
4. A user site where Members can send email and messages to Talent, maintain a list of Favorite Talent, define jobs for Talent, publicize jobs as an Open Casting Call and broadcast email to selected Talent and their representatives.

Whereas Talent Account Holders may elect to pay a subscription fee for optional promotional programs that are not included in the basic listing.

What is Permitted

The Member has the non-exclusive, non-transferable right to participate in the All Talent Directory site as defined below in the All Talent Directory Membership Account. Site Members retain ownership of any and all photos, music clips and video clips used to showcase their talent. All large photos are watermarked to protect Member ownership rights.

What Is Not Permitted

Without limitation, photos, music clips and video clips may not be:

1. Pornographic in nature — All Talent Directory reserves the right to monitor all site content. Any materials deemed pornographic by site auditors will be removed from the site and those members who post such materials will lose their membership and be removed from the site without recompense. All Talent Directory management reserves the right to do this without warning.
   
   
2. Nudity in any form is not allowed. Management reserves the right remove any questionable images without warning. See paragraph 1 under Pornography.
   

The All Talent Directory Membership Account

The Talent Membership Account covers inclusion in the All Talent Directory for:

1. Password protected access to the Talent Manager site where the Account Manager can manage all Talent in the account.
2. Add and configure multiple individual and group Talent profiles,
3. Select an unlimited number of searchable talent characteristics by Talent profile,
4. A short Talent profile description,
5. A link to an extended Talent "About Me,"
6. A link to the Talent's websie,
7. Photos, 1-minute music clips and links to videos that have been uploaded through YouTube,
8. Unlimited Open Casting Call sign ups,
9. Add downloadable pdf documents (comp card, advertisement, flyer, brochure),
10. A direct link to an outside product sales location (i.e., the Talent's CD being sold over Amazon.com).

For an additional fee, Talent Account Managers can sign up for one of the All Talent Directory expanded listings, that include:

1. A higher ranking in all talent searches.

The All Talent Directory reserves the right to use any photos for the sole purpose of advertising the All Talent Directory website without obtaining prior approval from any Member. The All Talent Directory reserves, at its sole discretion, to revoke any Member account with or without cause.

You are responsible for maintaining the confidentiality of your account password, if applicable, and you shall not distribute your access information or allow others to use this access information to gain access to this site.

Account Termination

All Talent Directory may reserve the right to revoke your authorization to display your Talent profile on this site at any time. Either party can terminate membership at will without cause, without notice, and without recourse. Either party can terminate if they are in default of the terms of this Agreement. All rights not specifically granted under this Agreement are reserved to the All Talent Directory.

Remedy for Default

In the event of default of terms of this Agreement, All Talent Directory will notify Members by email or in writing that there is a default, and give them a fixed period of time in which to remedy the situation. If the Member does not comply and remedy the situation within the stated time period, then the membership will be immediately revoked (see Effect of Termination).

Effect of Termination

If a membership is terminated, you agree that (i) your profile, photos, music clips, video clips, resume, and flyer will immediately become unavailable over the All Talent Directory site without recourse, (ii) you agree not to employ software to "crawl" or search our website and/or retrieve photos, music clips, video clips or related information. Your use of this site shall comply with all applicable law.

Inappropriate Content and Site Accuracy

Despite our efforts to provide accurate information, this site may contain technical or other mistakes, inaccuracies or typographical errors. You should be aware that any search may display content that may seem inappropriate, or text that could be potentially offensive.

External Links

As a convenience, our site may link to other sites that may be of interest to All Talent Directory's users but are not under All Talent Directory's control. These links do not imply endorsement by All Talent Directory and we are not responsible for the availability of or the content contained in any linked site.

The All Talent Directory site may contain or use technology that provides All Talent Directory and its affiliates with information regarding your use of this site, or which permits All Talent Directory to audit your compliance with this Agreement via the use of software designed to track and identify media. Please consult the All Talent Directory Privacy Policy for specific information on All Talent Directory policies for use of your personal information.

Children

Children (persons under the age of 18) are not eligible to use this site unsupervised, and we ask that children do not register for an account or submit any personal information to us. By using this site unsupervised, and/or registering for an account, you warrant that you are 18 years of age or older.

Indemnification

You agree to indemnify, defend, and hold harmless All Talent Directory against all claims, liability, damages, costs and expenses, including reasonable legal fees and expenses, arising out of or related to (1) a breach of this Agreement, (2) the use of this site in any manner different than its intended use, (3) any jobs for Talent found through this site either alone or in combination with any other material, (4) your failure to abide by any restriction regarding the use of this site, or (5) any claim by a third party related to the use of any Talent found on this site, alone or in combination with any other material.

Limitation of Liability

ALL TALENT DIRECTORY PROVIDES YOU WITH ITS SITE ON AN "AS IS" BASIS. ALL TALENT DIRECTORY MAKES NO WARRANTY, EXPRESS OR IMPLIED REGARDING ANY TALENT, ITS SITE, THE ACCURACY OF ANY INFORMATION, OR ANY RIGHTS OR LICENSES UNDER THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-FRINGEMENT , OR THAT THE SITE OR ANY SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

EXCEPT FOR ANY LIABILITY WHICH CANNOT BY LAW BE EXCLUDED OR LIMITED, NEITHER ALL TALENT DIRECTORY, ALLTALENTDIRECTORY.COM, NOR ANY ALLTALENTDIRECTORY.COM AFFILIATE SHALL BE LIABLE TO YOU OR ANY OTHER THIRD PARTY CLAIMING THROUGH IT FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR RELATING TO THE USE OF ANY TALENT FOUND THROUGH THE ALL TALENT DIRECTORY, WHETHER FRAMED AS A BREACH OF WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT, UPON ANY LEGAL THEORY, IN TORT, CONTRACT, FAILURE OF ESSENTIAL PURPOSE, OR OTHERWISE. IN NO EVENT SHALL ALL TALENT DIRECTORY'S OR ALLTALENTDIRECTORY.COM'S OR ITS AFFILIATES' LIABILITY FOR YOUR USE OF ANY TALENT OR LISTING OF ANY TALENT PROVIDED HEREUNDER EXCEED THE GREATER OF (1) THE AMOUNT PAID BY YOU FOR MEMBERSHIP, OR (2) $500.

Choice of Law / Jurisdiction / Attorneys' Fees

Any dispute regarding this Agreement shall be governed by the laws of the State of Colorado and applicable U.S. Federal law, including Title 17 of the U.S. Code, as amended. The parties agree to accept the exclusive jurisdiction of the state and federal courts located in Colorado , USA. Arbitration. The parties hereto confirm that it is their wish that this Agreement as well as any other documents relating hereto, including notices, has been and shall be written in the English language.

In any dispute between All Talent Directory and you, All Talent Directory shall be entitled to recover its reasonable attorneys' fees, legal expert fees, and other legal expenses from you.

No Waiver / Severability

No action of All Talent Directory or AllTalentDirectory.com, other than an express written Waiver or Amendment, may be construed as a waiver or amendment of this Agreement. Should any clause of this Agreement be found unenforceable, wherever possible this will not affect any other clause and each will remain in full force and effect.

Acknowledgements

You acknowledge that you have read this Agreement and understand it, and agree to be bound by all its terms and conditions. This document constitutes the entire Agreement between the parties with respect to the subject matter hereof and merges all prior and contemporaneous communications. This Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns, except that you may not assign or transfer this Agreement.

All Talent Directory reserves the right to change this Agreement from time to time at its sole discretion, and your use of the site will be subject to the most current version posted on the site at the time of your use. Account holders will be notified of changes as they occur.