Backlit

Last updated: August 25, 2026

Backlit LLC (“Backlit,” “we,” or “us”) provides a platform for participants (“Participants”) to apply and audition for events, productions, and work opportunities, and for administrators (“Admins”) to manage events, productions, and workforces. Participants, Admins, Representatives (defined below), and all other visitors are “Users,” “you,” or “your.” These Terms of Service (this “Agreement”) govern your access to and use of our web sites (the “Sites”), services, any Backlit mobile services and applications, and any software provided on or in connection with the Backlit services (collectively, the “Services”), so please read this Agreement and our Privacy Policy carefully before using the Services. Backlit may provide portions of the Services through its affiliates, including Backlit People LLC, and each Backlit affiliate is entitled to the protections afforded to Backlit under this Agreement. To the extent you are using the Services on behalf of a Participant and acting as the Participant’s representative (a “Representative”) — including as the parent or legal guardian of a Participant who is a minor — you represent and warrant that you are authorized to submit the Participant’s information, accept this Agreement on the Participant’s behalf, and manage their applications, auditions, and communications through the Services.

If you or your organization has entered into a separate written agreement with Backlit — such as a Master Services Agreement, Statement of Work, order form, or subscription agreement (each, a “Client Agreement”) — that Client Agreement controls over this Agreement to the extent of any conflict with respect to its subject matter. If you are employed by Backlit or a Backlit affiliate, your employment agreement and applicable employment policies — not this Agreement — govern the terms of your employment, as described in Section II below.

BEFORE USING ANY SERVICES, PLEASE READ CAREFULLY THE FOLLOWING AGREEMENT. BY ACCESSING, BROWSING, INSTALLING AND/OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY ALL THE TERMS, CONDITIONS, CONSENTS AND DISCLOSURES SET FORTH IN THE TERMS OF SERVICE, THE APPLICABLE GUIDELINES SET FORTH ON THE SITES, AND THE APPLICABLE END USER LICENSE AGREEMENT (IF ANY) FOR ANY MOBILE APPS YOU DOWNLOAD. IF YOU DO NOT AGREE TO THE TERMS OF SERVICE, THE APPLICABLE GUIDELINES AND/OR THE APPLICABLE END USER LICENSE AGREEMENT (IF ANY), THEN PLEASE DO NOT USE, INSTALL OR ACCESS THE SERVICES.

ARBITRATION NOTICE: EXCEPT IF YOU OPT OUT AND EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE DISPUTE RESOLUTION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND BACKLIT WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. By accessing or using the Services, you agree to be bound by this Agreement and by our Privacy Policy, whether or not you are a registered user of our Services. This Agreement applies to all visitors, Participants, Admins, Representatives, and others who access the Services.

USE OF OUR SERVICE
1. Who can use Backlit: You may use the Services only if you can form a binding contract with Backlit, and only in compliance with this Agreement and all applicable local, state, provincial, national, and international laws, rules and regulations. Any use of or access to the Services by ANYONE UNDER 13 is strictly prohibited and in violation of this Agreement. If you are under 18 (or the age of majority where you live), you may use the Services only through, or with the documented consent and supervision of, a parent or legal guardian who accepts this Agreement as your Representative, and only in connection with productions that permit minor participants. The Services may not be available to any Users previously removed from the Services by Backlit.
2. Backlit accounts: Backlit allows Users to create accounts. Backlit accounts will give you access to the Services and functionality that we may establish and maintain from time to time and in our sole discretion, and that may be limited by the type of account you create (for example, a Participant account versus an Admin account). If you open a Backlit account on behalf of a company, organization, or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity’s behalf. By connecting to Backlit with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service. For more information on the types of information we collect from these third-party services, please read our Privacy Policy.
3. Your responsibility for your account: You are solely responsible for the activity that occurs on your account, and you must keep your account credentials secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers, and symbols) with your account. You must notify Backlit immediately of any breach of security or unauthorized use of your account. Backlit will not be liable for any losses caused by any unauthorized use of your account. When creating your account, you must provide accurate and complete information, and you must keep it current — on a production, out-of-date contact information can cost you a call time.
4. How to control your account: You may control your User profile and how you interact with the Services by changing your settings. By providing Backlit with your email address you consent to Backlit using the email address to send you Services-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Services, casting opportunities, and special opportunities. If you do not want to receive such email messages, you will be given the option to opt out or change your preferences. Opting out may prevent you from receiving messages regarding updates, opportunities, schedules, or offers. Text messaging is governed by Section VI below. For more information, please read our Privacy Policy.
5. Changes to the Services: Backlit is constantly innovating and finding ways to provide our Users with new features and services. Therefore, we may, without prior notice, change the Services; add features; stop providing the Services or features of the Services, to you or to users generally; or create usage limits for the Services. We may permanently or temporarily terminate or suspend your access to the Services without notice and liability for any reason, including if, in our sole determination, you violate any provision of this Agreement, or for no reason. Upon termination of your use of the Services, you continue to be bound by this Agreement.
6. We are an interactive computer service provider: We are not responsible for and do not necessarily hold the opinions expressed by our content contributors, nor do we share in the assessment of audition materials. Opinions and other statements expressed by Users and third parties are theirs alone, not opinions of Backlit. Content created by third parties is the sole responsibility of the third parties and its accuracy and completeness are not endorsed or guaranteed. You acknowledge that by providing you with the ability to view, upload, and distribute content through our Sites, Backlit is not undertaking any obligation or liability relating to the content. Backlit and its affiliates, successors, assigns, employees, agents, directors, officers and stockholders do not undertake or assume any duty to monitor our Sites for inappropriate or unlawful content, and assume no responsibility or liability which may arise from the content thereof, including, but not limited to, claims for defamation, libel, slander, infringement, invasion of privacy and publicity rights, obscenity, pornography, profanity, fraud, or misrepresentation. Notwithstanding the foregoing, Backlit reserves the right to block or remove communications, postings or materials at any time in our sole discretion.
7. How you interact with others on Backlit: Backlit takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts or sends over the Services. Backlit assumes no liability for your interactions with other Users, or for any User’s action or inaction. You are solely responsible for your User Content and the consequences of posting or publishing it, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that Backlit shall not be liable for any damages you allege to incur as a result of User Content. Backlit reserves the right, but has no obligation, to monitor disputes between you and other Users.
8. You agree not to engage in any of the following prohibited activities:
  1. copying, distributing, or disclosing any part of the Services (which includes others’ User Content) in any medium, including without limitation by any automated or non-automated “scraping” (other than as expressly permitted by the functionality of the Services);
  2. using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Services in a manner that sends more request messages to the Backlit servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser;
  3. transmitting spam, chain letters, or other unsolicited email or text messages;
  4. attempting to interfere with, compromise the system integrity or security of, or decipher any transmissions to or from the servers running the Services;
  5. taking any action that imposes, or may impose at our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
  6. uploading invalid data, viruses, worms, or other software agents through the Services;
  7. collecting or harvesting any personally identifiable information, including account names, from the Services (other than as expressly permitted by the functionality of the Services);
  8. using the Services for any commercial solicitation purposes not authorized by Backlit;
  9. impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, or hiding or attempting to hide your identity, including submitting applications or audition materials for a person without authority to act as their Representative;
  10. defaming, abusing, harassing, stalking, threatening or otherwise violating the legal rights (such as, but not limited to, rights of privacy and publicity) of others, including Backlit staff, or using information learned from the Services to defame, abuse, harass, stalk, threaten, intimidate or mislead, or otherwise violate the legal rights of any other User or Backlit staff outside of the Services;
  11. interfering with the proper working of the Services;
  12. bypassing the measures we may use to prevent or restrict access to the Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein;
  13. promoting violence against, or directly attacking or threatening, other people on the basis of race, ethnicity, national origin, sexual orientation, gender, gender identity, religious affiliation, age, disability, or disease;
  14. making threats of violence or promoting violence, including threatening or promoting terrorism;
  15. posting nude, partially nude, or sexually suggestive photos;
  16. downloading any file posted by another User that you know, or reasonably should know, cannot be legally distributed through the Services;
  17. using the Services for any illegal activity whatsoever;
  18. avoiding, bypassing, removing, deactivating, impairing, descrambling or otherwise circumventing any technological measure implemented by Backlit or any of Backlit’s providers or any other third party (including another User) to protect the Services; or
  19. modifying, adapting or hacking our Services or modifying another website so as to falsely imply that it is associated with the Services.
APPLICATIONS, CASTING, AND EMPLOYMENT
1. No guarantee of selection: The Services allow you to apply and audition for opportunities posted by Admins. Submitting an application or audition does not guarantee selection, casting, employment, engagement, or any particular role, schedule, or compensation. Selection decisions are made by the Admins and production teams for each opportunity, in their discretion. Each opportunity is reviewed independently: you must apply to each open role you want to be considered for, and the results of previous applications have no effect on future opportunities.
2. The Services are not an offer of employment: Creating an account, maintaining a profile, applying, auditioning, or communicating through the Services does not create an employment, agency, partnership, or joint venture relationship between you and Backlit, and does not constitute an offer or promise of employment or engagement.
3. If you are selected: If you are selected for an opportunity, your employment or engagement will be documented in a separate written agreement — typically with Backlit People LLC or another Backlit affiliate acting as your employer, or with the production or a third party, depending on the opportunity — together with any production-required documents (such as confidentiality agreements or appearance releases). Those documents, and applicable employment policies and law, govern the terms of your employment or engagement, including wages, schedules, and working conditions, and control over this Agreement with respect to those matters. This Agreement continues to govern your use of the Services, including when you use the Services to view schedules, complete onboarding, record time, or communicate about your assignment.
4. Screening and eligibility: Some opportunities require identity verification, age verification, employment eligibility verification, or background or other screening. Where a background check is required, it will be conducted in accordance with applicable law, including the Fair Credit Reporting Act where it applies, pursuant to separate disclosure and authorization documents presented to you at the time. You agree to provide accurate information in connection with any screening, and you understand that opportunities may be conditioned on satisfactory completion of required screening and credentialing, including credentialing decisions made by venues, leagues, productions, or other third parties that Backlit does not control.
USER CONTENT
1. User content: Backlit allows you to post or publish content on or upload content to the Services, including your biography, comments, photos, videos, audition materials, and other materials. Any content a User submits, posts, displays, or otherwise makes available on the Services, including all Intellectual Property Rights (defined below) therein, is referred to as “User Content.” You retain ownership of your User Content.
2. How Backlit and other Users can use your content: You own all of the User Content you post or publish (“post”) on the Services. You grant us a non-exclusive, royalty-free, worldwide, transferable, sublicensable license to use, host, store, modify, reproduce, display and distribute your User Content for the purposes of operating, providing, improving, and promoting the Services to you and other Users (the “User Content License”), which continues for as long as your User Content remains on the Services and for a commercially reasonable period thereafter as needed to wind down its use, and survives as to copies retained in routine backups and as required by law. Subject to your profile and application settings, you also hereby grant to Backlit and to each User of the Services a non-exclusive license to access, use, reproduce, distribute and display your User Content as permitted by the functionality of the Services. When you apply or audition for an opportunity, you are opting to share your User Content with the Admins and associated representatives of that opportunity for evaluation, casting, and production purposes. For clarity, this Agreement does not itself grant any right to use your name, image, voice, likeness, or performance in or in connection with a production, broadcast, or recording; any such rights are granted only under the separate release, appearance, or employment documents for the applicable opportunity.
3. Definition of Intellectual Property Rights: For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefor and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
4. You agree not to post User Content that:
  1. may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal;
  2. may create a risk of any other loss or damage to any person or property;
  3. seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details, or otherwise;
  4. may constitute or contribute to a crime or tort;
  5. contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable;
  6. contains software or other material that violates or invades the Intellectual Property Rights (or rights of privacy or publicity) of any third party;
  7. includes any content for which you have not obtained all rights and permissions necessary for its use;
  8. contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets);
  9. contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or
  10. contains any information or content that you know is not correct and current.
5. Valuing others’ rights: You agree that any User Content that you post does not and will not violate any law or infringe any rights of any third party, including without limitation any Intellectual Property Rights, publicity rights or rights of privacy. We reserve the right, but are not obligated, to reject and/or remove any User Content that we believe, in our sole discretion, violates this Agreement.
6. Copyright Policy: We respond to notices of alleged infringement that comply with the United States Digital Millennium Copyright Act (“DMCA”). If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Services, please notify our copyright agent. For your complaint to be valid under the DMCA, you must provide the following information in writing: (i) an electronic or physical signature of a person authorized to act on behalf of the copyright owner; (ii) identification of the copyrighted work that you claim is being infringed; (iii) identification of the material that is claimed to be infringing and where it is located on the Services; (iv) information reasonably sufficient to permit us to contact you, such as your address, telephone number, and e-mail address; (v) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and (vi) a statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner. Our Designated Copyright Agent to receive notifications of claimed infringement can be reached as follows: Attention: Copyright Agent, Backlit LLC, 711 Crestwood Road, Kaysville, UT 84037, Email: help@getbacklit.com. If you believe that material you posted was removed or disabled by mistake or misidentification, you may send our Copyright Agent a counter-notification meeting the requirements of the DMCA, and we will process it in accordance with the DMCA. It is our policy to terminate, in appropriate circumstances, the accounts of Users who are repeat infringers.
BACKLIT CONTENT
1. Backlit Content: Except for User Content, all materials on the Services and the Services themselves, and all Intellectual Property Rights contained therein or related thereto — including Backlit’s software, platforms, workflows, casting tools, messaging systems, and documentation — are the property of Backlit and/or its licensors (together, “Backlit Content”). Except as expressly provided in this Agreement, you may not sell, license, modify, copy, or otherwise exploit the Backlit Content without our permission.
2. Our license to you: Subject to the terms and conditions of this Agreement, Backlit provides you with a non-exclusive, revocable license to use the Services as expressly permitted by the features of the Services and, for Admins, as permitted by the applicable Client Agreement. Backlit may terminate this license at any time for any reason or no reason.
3. Feedback you provide: We are always looking for new ways to improve our Services. You may choose to, or we may invite you to, submit comments, ideas or feedback about the Services, including without limitation about how to improve the Services or our products (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Backlit under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Backlit does not waive any rights to use similar or related Feedback previously known to Backlit, or developed by its employees, or obtained from sources other than you.
ELECTRONIC RECORDS AND SIGNATURES
The Services allow Users to review, complete, and electronically sign documents made available through the Services (“eSign”), and to receive records and disclosures electronically. By using the Services, you consent to transact business electronically with Backlit, its affiliates, and other Users, and to receive electronically all records, notices, and disclosures we provide in connection with the Services. Backlit’s provision of the eSign feature is conditioned on your acknowledgement of and agreement to the following:
1. Documents you may sign through eSign include documents between you and third parties (such as production releases) and documents between you and Backlit or its affiliates (such as employment agreements with Backlit People LLC and related onboarding documents). Where Backlit or an affiliate is a party to a document, that document speaks for itself; where Backlit is not a party, Backlit makes no representation or warranty with respect to the content or interpretation of the document, and the parties to it have exclusive control over and responsibility for its content, quality, and format. Documents submitted by Users for use in the eSign feature are considered User Content.
2. Your electronic signature has the same legal effect as a handwritten signature. All use of the eSign feature is intended to comply with the U.S. federal ESIGN Act of 2000 and applicable state electronic transactions laws. Certain types of documents may be legally excluded from electronic signature (such as wills and certain family-law documents) or subject to agency-specific regulations; Backlit is not responsible for determining whether any particular third-party document may legally be formed by electronic signature.
3. Hardware and software; paper copies; withdrawal of consent: To sign and receive documents electronically you need a device with a supported browser or the Mobile Apps, an internet connection, and an active email address or mobile number on your account. You may download or print documents you sign through the Services while they are available in your account, and you may request a paper copy of a document between you and Backlit or its affiliates by contacting help@getbacklit.com. You may withdraw your consent to electronic records by the same means; withdrawing consent may prevent you from using portions of the Services, and does not affect the validity of documents you signed before withdrawal.
4. Retention: Backlit is not responsible for determining how long contracts, documents, and other records of third parties are required to be retained under applicable law, or for providing third-party documents to other parties, except as expressly provided by the Services. Records to which Backlit or an affiliate is a party (including employment records) are retained in accordance with applicable law and our policies, as described in our Privacy Policy.
TEXT MESSAGES, EMAIL, AND OTHER COMMUNICATIONS
1. Backlit texts: The Services include a text messaging program called Backlit texts, delivered as SMS, MMS, and RCS rich messaging. Messages may include application updates, casting notices, schedules, call times, check-in instructions, onboarding reminders, and account notifications. By providing your mobile number and opting in through the Services, you consent to receive recurring Backlit texts at that number, across any of these channels, including messages sent using automated technology. RCS messages are delivered from Backlit’s verified, branded sender and may include rich media and interactive features such as cards, carousels, and suggested replies; selecting a suggested reply or interactive option sends a response from you through the Services. Message frequency varies (and can be high around event days). Message and data rates may apply. Consent to receive promotional or marketing texts is not a condition of using the Services, of any application or audition, or of any employment or engagement. See our Privacy Policy for how we use messaging data.
2. Opting out and help: Reply STOP to cancel. Opting out on any channel opts you out across SMS, MMS, and RCS. You can also adjust your notification settings in your account. Reply HELP for help, or contact help@getbacklit.com. Opting out of Backlit texts may mean you miss time-sensitive communications about opportunities or assignments, including schedule changes and call times, and Backlit is not responsible for the consequences of your not receiving messages you have opted out of. Where you have opted out of texts, we may still contact you by email, phone, or other permitted means for essential Service and employment-related communications.
3. Your number: You represent that the mobile number you provide is yours, and you agree to notify us promptly if you change or release your number. You are responsible for any messaging or data charges from your carrier. Carriers are not liable for delayed or undelivered messages.
4. Push notifications: The Mobile Apps may send you push notifications. You can manage push notifications in your device settings.
FEES AND PAID PLANS
Portions of the Services are made available under paid subscription plans or as paid features, typically for Admin organizations. Fees, plan limits, and billing terms for paid plans are set forth in the applicable Client Agreement, order form, or invoice. Unless that document states otherwise: fees are exclusive of taxes (other than taxes on Backlit’s income), invoices are due as stated on the invoice, and Backlit may suspend paid features for accounts with amounts past due. Participants are never charged a fee to create a profile, apply, or audition through the Services.
PRIVACY AND SECURITY
We care about the privacy of our Users. You understand that by using the Services you consent to the collection, use and disclosure of your personally identifiable information and aggregate data as set forth in our Privacy Policy, and to have your personally identifiable information collected, used, transferred to and processed in the United States. Backlit cannot guarantee that unauthorized third parties will never be able to defeat our security measures. You acknowledge that you provide your information at your own risk.
THIRD-PARTY LINKS, SITES AND SERVICES
The Services may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by Backlit. Backlit does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third-party website from the Services, you do so at your own risk, and you expressly release Backlit from any and all liability arising from your use of any third-party website, service, or content.
MOBILE APPLICATIONS
We may make available software to access the Services via a mobile device (“Mobile Apps”). To use the Mobile Apps, you must have a mobile device that is compatible with the Mobile Apps. Backlit does not warrant that the Mobile Apps will be compatible with your mobile device. Backlit hereby grants you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile Apps for one Backlit account on one mobile device owned or leased solely by you, for your personal use. You may not:
1. modify, disassemble, decompile or reverse engineer the Mobile Apps, except to the extent that such restriction is expressly prohibited by law;
2. rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Apps to any third party or use the Mobile Apps to provide time sharing or similar services for any third party;
3. make any copies of the Mobile Apps;
4. remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Apps, features that prevent or restrict use or copying of any content accessible through the Mobile Apps, or features that enforce limitations on use of the Mobile Apps; or
5. delete the copyright and other proprietary rights notices on the Mobile Apps.
You acknowledge that Backlit may from time to time issue upgraded versions of the Mobile Apps, and may automatically electronically upgrade the version of the Mobile Apps that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the terms and conditions of this Agreement will apply to all such upgrades. Any third-party code that may be incorporated in the Mobile Apps is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code. The foregoing license grant is not a sale of the Mobile Apps or any copy thereof, and Backlit or its third-party partners or suppliers retain all right, title, and interest in the Mobile Apps (and any copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in this Agreement, is void. Backlit reserves all rights not expressly granted under this Agreement. If the Mobile Apps are being acquired on behalf of the United States Government, then the following provision applies: use, duplication, or disclosure of the Mobile Apps by the U.S. Government is subject to restrictions set forth in this Agreement and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (OCT 1988), FAR 12.212(a) (1995), FAR 52.227-19, or FAR 52.227-14 (ALT III), as applicable. The Mobile Apps originate in the United States and are subject to United States export laws and regulations. The Mobile Apps may not be exported or re-exported to certain countries or to those persons or entities prohibited from receiving exports from the United States. In addition, the Mobile Apps may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the Mobile Apps and the Services. Standard carrier data charges may apply to your use of the Mobile Apps, and you are responsible for any such charges.

The following applies to any Mobile Apps you acquire from the Apple App Store (“App Store-Sourced Apps”): You acknowledge and agree that this Agreement is solely between you and Backlit, not Apple, and that Apple has no responsibility for the App Store-Sourced Apps or content thereof. Your use of the App Store-Sourced Apps must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store-Sourced Apps. In the event of any failure of the App Store-Sourced Apps to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store-Sourced Apps to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store-Sourced Apps, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by this Agreement and any law applicable to Backlit as provider of the software. You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the App Store-Sourced Apps or your possession and/or use of the App Store-Sourced Apps, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store-Sourced Apps fail to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by this Agreement and any law applicable to Backlit as provider of the software. You acknowledge that, in the event of any third-party claim that the App Store-Sourced Apps or your possession and use of the App Store-Sourced Apps infringe that third party’s intellectual property rights, Backlit, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement. You and Backlit acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement as it relates to your license of the App Store-Sourced Apps, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as it relates to your license of the App Store-Sourced Apps against you as a third-party beneficiary thereof. For Mobile Apps acquired from Google Play, the analogous terms required by Google Play apply, and Google is a third-party beneficiary of this Agreement with respect to those apps to the extent so required.
INDEMNITY
You agree to defend, indemnify and hold harmless Backlit and its affiliates (including Backlit People LLC), subsidiaries, agents, licensors, managers, and members, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys’ fees) arising from: (i) your use of and access to the Services, including any data or content transmitted by you; (ii) your violation of any term of this Agreement; (iii) your violation of any third-party right, including without limitation any right of privacy, right of publicity, or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) any claim or damages that arise as a result of any of your User Content or any content that is submitted via your account, for your benefit, or on behalf of a Participant that you represent; or (vi) any other party’s access to and use of the Services with your unique username, password or other appropriate security code. This Section does not apply to Admins’ use of the Services under a Client Agreement to the extent the Client Agreement addresses indemnification, and does not apply to claims arising out of the terms of your employment with Backlit or its affiliates, which are governed by your employment documents and applicable law.
NO WARRANTY
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, BACKLIT, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICES. NOTHING IN THIS SECTION LIMITS OR MODIFIES ANY OBLIGATION BACKLIT OR ITS AFFILIATES OWE YOU UNDER A SEPARATE WRITTEN AGREEMENT (INCLUDING ANY EMPLOYMENT AGREEMENT) OR UNDER LAWS THAT CANNOT BE DISCLAIMED.

BACKLIT DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICES ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE BACKLIT SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICES, AND BACKLIT WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BACKLIT, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICES. UNDER NO CIRCUMSTANCES WILL BACKLIT BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BACKLIT ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL BACKLIT, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS ARISING OUT OF OR RELATING TO THE SERVICES IN AN AMOUNT EXCEEDING THE GREATER OF (A) THE AMOUNTS YOU HAVE PAID TO BACKLIT FOR USE OF THE SERVICES IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED DOLLARS ($100). THIS LIMITATION DOES NOT APPLY TO WAGES OR OTHER AMOUNTS OWED TO YOU AS AN EMPLOYEE OF BACKLIT OR ITS AFFILIATES UNDER YOUR EMPLOYMENT DOCUMENTS OR APPLICABLE LAW.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF BACKLIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
DISPUTE RESOLUTION; ARBITRATION
1. Talk to us first: Before filing a claim against Backlit, you agree to try to resolve the dispute informally by sending a written description of your dispute to help@getbacklit.com (Attention: Legal). Backlit will do the same by contacting you at the email address on your account. If a dispute is not resolved within sixty (60) days after the description is sent, you or Backlit may proceed under this Section. Most concerns get resolved this way, faster than any proceeding.
2. Arbitration: Except if you opt out, and except for disputes relating to (1) your or Backlit’s Intellectual Property Rights or (2) claims that qualify for small claims court, you agree that all disputes between you and Backlit (whether or not such dispute involves a third party) with regard to your relationship with Backlit under this Agreement — including without limitation disputes related to this Agreement, your use of the Services, and/or rights of privacy and/or publicity — will be resolved by binding, individual arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules, and you and Backlit hereby expressly waive trial by jury. The arbitration will be seated in Utah, provided that for consumer Participants the arbitrator shall permit you to participate by videoconference or telephone, or to have any hearing held in or near the county where you live, as the applicable rules provide. As an alternative, you may bring your claim in your local “small claims” court, if permitted by that small claims court’s rules. You may bring claims only on your own behalf. For clarity, this Section does not govern disputes arising out of your employment with Backlit or its affiliates, which are governed by your employment documents and applicable law.
3. No class actions: Neither you nor Backlit will participate in a class action or class-wide arbitration for any claims covered by this Agreement. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if Backlit is a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act. In the event the American Arbitration Association is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either Backlit or you can elect to have the arbitration administered instead by Judicial Arbitration and Mediation Services. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with this Agreement. If twenty-five (25) or more similar claims are asserted against Backlit by the same or coordinated counsel, the parties agree that the claims will be administered in staged batches under the applicable mass-arbitration procedures of the arbitration provider, with a bellwether process before further batches proceed.
4. Opt-out: You may opt out of this agreement to arbitrate. If you do so, neither you nor Backlit can require the other to participate in an arbitration proceeding. To opt out, you must notify Backlit in writing within 30 days of the date that you first became subject to this arbitration provision. You must use this address to opt out: Backlit LLC, ATTN: Arbitration, 711 Crestwood Road, Kaysville, UT 84037. You must include your name and residence address, the email address you use for your Backlit account, and a clear statement that you want to opt out of this arbitration agreement. Opting out of arbitration has no effect on any other part of this Agreement, or on your use of the Services.
5. Severability and survival: If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable as to a particular claim, then that claim (and only that claim) must proceed in court, and all other claims remain subject to arbitration. This arbitration agreement will survive the termination of your relationship with Backlit. You agree that any claim you may have arising out of or related to this Agreement or the Services must be filed within one year after such claim arose, or as long as required by non-waivable applicable law; otherwise, your claim is permanently barred.
MISCELLANEOUS
1. Assignment: This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Backlit without restriction, including to an affiliate or in connection with a merger, reorganization, or sale of assets or equity. Any attempted transfer or assignment in violation hereof shall be null and void.
2. Governing Law: This Agreement shall be governed by the internal substantive laws of the State of Utah, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. We each agree to submit to the personal jurisdiction of the state and federal courts located in Salt Lake City, Utah, for any actions for which either party retains the right to seek injunctive or other equitable relief, and for any Excluded Disputes and any disputes not subject to arbitration.
3. International Users: The Services are controlled and operated from Backlit’s facilities in the United States and are directed primarily to Users in the United States. Where Backlit or its affiliates offer opportunities outside the United States (for example, productions in Canada), the employment or engagement documents for those opportunities are governed by the applicable local law, and your use of the Services remains governed by this Agreement to the fullest extent permitted by that law. Those who access or use the Services from other jurisdictions do so at their own volition and are responsible for compliance with applicable local laws, including export and import regulations. You may not use the Services if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government.
4. Notification Procedures and Changes to the Agreement: Backlit may provide notifications, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email notice, text message, “push” mobile notification, written or hard copy notice, or through posting of such notice on our Sites, as determined by Backlit in our sole discretion. Backlit reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. Backlit may, in its sole discretion, modify or update this Agreement from time to time, and so you should review this page periodically. When we change this Agreement in a material manner, we will update the “last updated” date at the top of this page and take reasonable steps to notify you, such as by email or notice through the Services. Your continued use of the Services after any such change constitutes your acceptance of the new Terms of Service. If you do not agree to any of these terms or any future Terms of Service, do not use or access (or continue to access) the Services. Backlit is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us.
5. Entire Agreement/Severability: This Agreement, together with any amendments and any additional agreements you may enter into with Backlit in connection with the Services (including, where applicable, a Client Agreement and any employment documents, each of which controls over this Agreement as to its subject matter), shall constitute the entire agreement between you and Backlit concerning the Services. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
6. Termination and Survival: Either party may terminate this Agreement for any or no cause, at any time. You may cancel the Services and delete your account at any time by either using the features of the Services to do so (if applicable and available) or by written notice to help@getbacklit.com. After cancellation, you will no longer have access to your account, your profile, or other information through the Services. Deleting your account does not delete records that Backlit or its affiliates are required or permitted by law to retain — including employment, payroll, tax, and safety records where you were employed through a Backlit affiliate — which are retained and handled as described in our Privacy Policy. The provisions of this Agreement which by their intent or meaning are intended to survive termination, including without limitation the provisions relating to electronic records, disclaimer of warranties, limitations of liability, dispute resolution, and indemnification, shall survive any termination of this Agreement and any termination of your use of or subscription to the Services.
7. No Waiver: No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Backlit’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
8. Contact: Please contact us at help@getbacklit.com with any questions regarding this Agreement.