These Terms of Service apply to all users of the Web Site, including users who are also contributors of video content, photographs, articles, information, contest participants and other materials or services on the Web Site. The Web Site may contain links to third party web sites that are not owned or controlled by Vootage. Vootage has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites. In addition, Vootage will not and cannot censor or edit the content of any third-party site. By using the Web Site, you expressly relieve Vootage from any and all liability arising from your use of any third-party web site. Vootage hereby grants you permission to use the Web Site as set forth in this Terms of Service, provided that you will not copy or distribute any part of the Web Site in any medium without Vootage’ prior written authorization, and you will otherwise comply with the terms and conditions of these Terms of Service.

Your Member Account

If portions of the Web Site require you to open an account, you must complete the registration process by providing us with current, complete and accurate information as prompted by the applicable registration form. You may also be asked to choose a password and a user name. You are entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify Vootage immediately of any unauthorized use of your account or any other breach of security. Vootage will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by Vootage or another party due to someone else using your account or password. You may not use anyone else's account at any time, without the permission of the account holder.

User Conduct Agreement

You agree to not use the Web Site to:

1. upload, post, email, transmit or otherwise make available any User Submissions that are unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
2. impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
3. forge headers or otherwise manipulate identifiers in order to disguise the origin of any User Submissions transmitted through the Web Site;
4. upload, post, email, transmit or otherwise make available any User Submissions that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
5. upload, post, email, transmit or otherwise make available any User Submissions that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
6. upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
7. upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
8. disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the Web Site are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges;
9. interfere with or disrupt the Web Site or servers or networks connected to the Web Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Web Site;
10. intentionally or unintentionally violate any applicable local, state, national or international law; and/or
11. "stalk" or otherwise harass another.

No Unlawful or Prohibited Use

As a condition of your use of this Web Site, you agree that you will not use the Web Site for any purpose that is unlawful or prohibited by these Terms of Service. You may not use this Web Site in any manner that could damage, disable, overburden, or impair any Vootage’ server, or the network(s) connected to any Vootage’ server, or interfere with any other party's use and enjoyment of the Web Site. You may not attempt to gain unauthorized access to the Web Site, other accounts, computer systems or networks connected to any Vootage’ server or the Web Site, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Web Site.

User Submissions

The Web Site permits user submissions including videos, photographs, or other communications ("User Submissions") and the hosting, sharing, and publishing of such User Submissions. Vootage does not guarantee the publication or confidentiality with respect to any submissions.

You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent, and/or warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize Vootage to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the Web Site and these Terms of Service; and (ii) you have the necessary consent, release, and/or permission of each and every identifiable individual person in the User Submission to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Submissions in the manner contemplated by the Web Site and these Terms of Service. You retain all of your ownership rights in your User Submissions. However, by submitting the User Submissions to Vootage, you hereby unconditionally and without monetary compensation grant Vootage a perpetual, worldwide, non-exclusive, royalty-free, sublicenseable and transferable right and license to use, host, cache, route, transmit, store, copy, reformat, excerpt, reproduce, distribute, prepare derivative works of, display, and perform the User Submissions in connection with the Web Site and Vootage’ (and its successor's) business, including without limitation for promoting and redistributing part or all of the Web Site (and derivative works thereof) in any media formats and through any media channels. You hereby grant Vootage a perpetual, non-exclusive, worldwide, royalty free license to use your name in connection with your User Submissions.  This license gives Vootage the right to display your User Submissions via streaming and/or downloading technologies via the internet or mobile communication devices for fee or no fee to the end user, and Vootage reserves the right to display advertisements in connection with any display of your User Submissions.  Notwithstanding the foregoing, Vootage is not required to host, index, or display any User Submissions uploaded or otherwise provided to Vootage, and may remove or refuse to host, index or display any User Submissions.  Vootage is not responsible for any loss, theft, intellectual property infringement or damages of any kind related to the User Submissions.

You further agree that you will not: (i) impersonate another person; (ii) submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or that encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; (iii) post advertisements or solicitations of business; or (iv) submit material that is copyrighted, a protected  trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from the rightful owner to post the material and to grant Vootage all of the license rights granted herein.

Vootage does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and Vootage expressly disclaims any and all liability in connection with User Submissions. Vootage does not permit copyright infringing activities and infringement of intellectual property rights on its Web Site, and Vootage will remove all Content and User Submissions if properly notified that such Content or User Submission infringes on another's intellectual property rights. Vootage reserves the right to remove Content and User Submissions without prior notice.

You acknowledge that Vootage may or may not pre-screen User Submissions, but that Vootage and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any User Submissions that is available via the Web Site. Without limiting the foregoing, Vootage and its designees shall have the right to remove any User Submissions that violates the Terms of Service or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any User Submissions, including any reliance on the accuracy, completeness, or usefulness of such User Submissions. In this regard, you acknowledge that you may not rely on any User Submissions created by Vootage or submitted to Vootage, including without limitation information in Vootage’ message boards and in all other parts of the Web Site.  Vootage further reserves the right to display User Submissions for marketing, promotional, and advertising purposes.

You acknowledge, consent and agree that Vootage may access, preserve and disclose your account information and User Submissions if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Terms of Service; (c) respond to claims that any User Submissions violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of Vootage, its users and the public.

Intellectual Property Rights

The content on the Web Site, except all User Submissions (as defined above), including without limitation, the text, software, scripts, graphics, photographs, sounds, videos, articles, and the like ("Content") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to Vootage, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Content on the Web Site is provided to you “AS IS” for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Vootage reserves all rights not expressly granted in and to the Web Site and the Content. You agree to not engage in the use, copying, or distribution of any of the Content other than expressly permitted herein.

Claims of Copyright Infringement

Vootage respects the intellectual property rights of others.  In particular, if you are a copyright owner or an agent thereof and believe that any User Submission or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our copyright agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
4.  Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
5. 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 the law; and
6. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Vootage’ designated copyright agent to receive notifications of claimed infringement is: Steve Rangel, 5757 W. Century Blvd., Box 8, Los Angeles, CA 90045, E-mail: srangel@vootage.com, Telephone: (310) 665-9090, Fax: (310) 665-9494. For clarity, only DMCA notices should go to the copyright agent; any other feedback, comments, requests for technical support, and other communications should be directed to Vootage customer service through info@vootage.com

Assignment

These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Vootage without restriction.

Warranty Disclaimer

You agree that your use of the web site shall be at your sole risk. To the fullest extent permitted by law, vootage, its officers, directors, employees, and agents disclaim all warranties, express or implied, in connection with the web site and your use thereof. Vootage makes no warranties or representations about the accuracy or completeness of this site's content or the content of any sites linked to this site and 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 and use of our web site, (iii) any unauthorized access to or use of our secure servers, (iv) any interruption or cessation of transmission to or from our web site, (iv) any bugs, viruses, trojan horses, or the like which may be transmitted to or through our web site by any third party, and/or (v) any errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available via the vootage web site. Vootage does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the vootage web site or any hyperlinked web site or featured in any banner or other advertising, and vootage will not be a party to or in any way be responsible for monitoring any transaction between you and third-party providers of products or services. As with the purchase of a product or service through any medium or in any environment, you should use your best judgment and exercise caution where appropriate.

Limitation of Liability

In no event shall vootage, its officers, directors, employees, or agents, be liable to you for any direct, indirect, incidental, special, punitive, or consequential damages whatsoever resulting from any (i) errors, mistakes, or inaccuracies of content, (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of our web site, (iii) any unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein, (iv) any interruption or cessation of transmission to or from our web site, (iv) any bugs, viruses, trojan horses, or the like, which may be transmitted to or through our web site by any third party, and/or (v) any errors or omissions in any content or for any loss or damage of any kind incurred as a result of your use of any content posted, emailed, transmitted, or otherwise made available via the vootage web site, whether based on warranty, contract, tort, or any other legal theory, and whether or not the company is advised of the possibility of such damages. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

You specifically acknowledge that vootage shall not be liable for user submissions or the defamatory, offensive, or illegal conduct of any third party and that the risk of harm or damage from the foregoing rests entirely with you.

The Web Site is controlled and offered by Vootage from its facilities in the United States of America. Vootage makes no representations that the Web Site is appropriate or available for use in other locations. Those who access or use the Web Site from other jurisdictions do so at their own volition and are responsible for compliance with local law.

Indemnity

You will indemnify and hold us (and our officers, directors, agents, subsidiaries, joint ventures and employees), harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of this Terms of Service, or your violation of any law or the rights of a third party.

Advertisers or Sponsors

Your correspondence or business dealings with, or participation in promotions of, advertisers or sponsors found on or through the Web Site, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser or sponsor. You agree that Vootage shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers or sponsors on the Web Site.

Ability to Accept Terms of Service

You affirm that you either are at least 13 years of age, and are fully competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service.

Modifications to Web Site

Vootage reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Web Site (or any part thereof) with or without notice. You agree that Vootage shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

General

You agree that: (i) the Web Site shall be deemed solely based in California; and (ii) the Web Site shall be deemed a passive web site that does not give rise to personal jurisdiction over Vootage, either specific or general, in jurisdictions other than California. The Terms of Service will be governed by and construed in accordance with the laws of the State of California, without regard to the principles of conflicts of law.   The language of this Agreement shall be deemed to be the result of negotiation among the parties and their respective counsel and shall not be construed strictly for or against any party.  Any claim or dispute between you and Vootage arising under this Terms of Service, are best resolved at the working level by the parties directly involved.  Both parties are encouraged to create procedures to resolve disputes at this level.  Such efforts shall include the referral of any remaining issues in dispute to higher authority within each participating party’s organization, if any, for resolution.  Failing resolution of conflicts at the individual or organizational level, you and Vootage, agree that any remaining conflicts arising out of or relating to the Terms of Service shall be submitted to nonbinding mediation unless you and Vootage mutually agree otherwise.  If the dispute is not resolved through non-binding mediation, then the parties may take other appropriate action subject to the other terms of the Terms of Service.  Any controversy, dispute or claim arising out of or related to the Terms of Service or beach of the Terms of Service shall be settled solely by confidential binding arbitration by a single arbitrator in accordance with the commercial arbitration rules of JAMS in effect at the time the arbitration commences.  The award of the arbitrator shall be final and binding.  No party shall be entitled to, and the arbitrator is not authorized to, award legal fees, expert witness fees or related costs of a party.  The arbitration shall be held in Los Angeles County, California.  Vootage shall not be responsible for delays or failures (including any delay by Vootage to make available any User Submissions) if such delay arises out of causes beyond its control.  Such causes may include, but are not restricted to, acts of God or of public enemy, fires, floods, epidemics, riots, quarantine restrictions, strikes, freight embargoes, earthquakes, electrical outages, computer or communications failures, and severe weather, and acts or omissions of subcontractors or third parties.  These Terms of Service, together with the Privacy Policy at http://www.vootage.com and any other legal notices published by Vootage on the Web Site, shall constitute the entire agreement between you and Vootage concerning the Web Site. If any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. No waiver of any term of this these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and Vootage’ failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision. Vootage reserves the right to amend these Terms of Service at any time and without notice, and it is your responsibility to review these Terms of Service for any changes. Your use of the Web Site following any amendment of these Terms of Service will signify your assent to and acceptance of its revised terms. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Web Site or related services must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Thank you for your use of our Web Site and please contact us with any questions.

Effective Date: May 2, 2007

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