TADCAST TERMS OF SERVICE


1. Welcome to Tadcast!
1.1 Your use of Tadcast’s products, software, services and web site (referred to collectively as the "Services" in this document) is subject to the terms of a legal agreement between you and Tadcast. Violating any of these terms will disqualify you from the Tadcast Contest.

2. Accepting the Terms
2.1 In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms.
2.2 You can accept the Terms by:

• (A) clicking to accept or agree to the Terms, where this option is made available to you by Tadcast in the user interface for any Service; or
• (B) by actually using the Services. In this case, you understand and agree that Tadcast will treat your use of the Services as acceptance of the Terms from that point onwards.

2.3 You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with Tadcast, or (b) you are a person barred from receiving the Services under the laws of the United States or other countries including the country in which you are resident or from which you use the Services.

4. Provision of the Services by Tadcast
4.1 As part of this continuing innovation, you acknowledge and agree that Tadcast may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at Tadcast’s sole discretion, without prior notice to you. You may stop using the Services at any time. You do not need to specifically inform Tadcast when you stop using the Services.
4.2 You acknowledge and agree that if Tadcast disables access to your account, you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account.
4.3 Tadcast is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which Tadcast provides may change from time to time without prior notice to you.

5. Use of the Services by you
5.1 In order to access certain Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to Tadcast will always be accurate, correct and up to date.
5.2 You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).
5.3 You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by Tadcast, unless you have been specifically allowed to do so in a separate agreement with Tadcast. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers) and shall ensure that you comply with the instructions set out in any robots.txt file present on the Services.
5.4 You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
5.6 You agree that you are solely responsible for (and that Tadcast has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which Tadcast may suffer) of any such breach.

6. Your passwords and account security
6.1 You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services.
6.2 Accordingly, you agree that you will be solely responsible to Tadcast for all activities that occur under your account.
6.3 If you become aware of any unauthorized use of your password or of your account, you agree to notify Tadcast immediately at info@tadcast.com

7. Content in the Services
7.1 You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the "Content".
7.2 You should be aware that Content presented to you as part of the Services, including but not limited to advertisements in the Services and sponsored Content within the Services may be protected by intellectual property rights which are owned by the sponsors or advertisers who provide that Content to Tadcast (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless you have been specifically told that you may do so by Tadcast or by the owners of that Content, in a separate agreement.
7.3 Tadcast reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from any Service. For some of the Services, Tadcast may provide tools to filter out explicit sexual content.
7.4 You understand that by using the Services you may be exposed to Content that you may find offensive, indecent or objectionable and that, in this respect, you use the Services at your own risk.
7.5 You agree that you are solely responsible for (and that Tadcast has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which Tadcast may suffer) by doing so.

8. Proprietary rights
8.1 You acknowledge and agree that Tadcast (or Tadcast’s licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by Tadcast and that you shall not disclose such information without Tadcast’s prior written consent.
8.2 Other than the limited license Tadcast hereby assumes to promote, display, and stream your Content, Tadcast acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you submit, post, transmit or display on, or through, the Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Tadcast, you agree that you are responsible for protecting and enforcing those rights and that Tadcast has no obligation to do so on your behalf.
8.3 You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services.
8.4 Unless you have been expressly authorized to do so in writing by Tadcast, you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.

9. License from Tadcast
9.1 You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Tadcast, in writing.
9.2 Unless Tadcast has given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.

10. Content license from you
10.1 You retain copyright and any other rights you already hold in Content which you submit, post or display on or through, the Services. By submitting, posting or displaying the content you give Tadcast a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute any Content which you submit, post or display on or through, the Services. This license is for the sole purpose of enabling Tadcast to display, distribute and promote the Services.
10.2 You agree that this license includes a right for Tadcast to make such Content available to other companies, organizations or individuals with whom Tadcast has relationships for the provision of syndicated services, and to use such Content in connection with the provision of those services.
10.3 You understand that Tadcast, in performing the required technical steps to provide the Services to our users, may (a) transmit or distribute your Content over various public networks and in various media; and (b) make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. You agree that this license shall permit Tadcast to take these actions.
10.4 You confirm and warrant to Tadcast that you have all the rights, power and authority necessary to grant the above license.

11. Ending your relationship with Tadcast
11.1 The Terms will continue to apply until terminated by either you or Tadcast as set out below.
11.2 If you want to terminate your legal agreement with Tadcast, you may do so by (a) notifying Tadcast at any time and (b) closing your accounts for all of the Services which you use, where Tadcast has made this option available to you. Your notice should be sent, in writing, to Tadcast’s address: info@tadcast.com
11.3 Tadcast may at any time, terminate its legal agreement with you if:

• (A) you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or
• (B) Tadcast is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or
• (C) the partner with whom Tadcast offered the Services to you has terminated its relationship with Tadcast or ceased to offer the Services to you; or
• (D) Tadcast is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the service; or
• (E) the provision of the Services to you by Tadcast is, in Tadcast’s opinion, no longer commercially viable.

11.4 When these Terms come to an end, all of the legal rights, obligations and liabilities that you and Tadcast have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation.

12. EXCLUSION OF WARRANTIES
12.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."
12.2 IN PARTICULAR, TADCAST, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:

• (A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS,
• (B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,
• (C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND
• (D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.

12.3 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
12.4 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TADCAST OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
12.5 TADCAST FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

13. LIMITATION OF LIABILITY
13.1 SUBJECT TO OVERALL PROVISION IN PARAGRAPHS ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT TADCAST, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR:

• (A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;
• (B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:

1. ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES;
2. ANY CHANGES WHICH TADCAST MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
3. THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;
4. YOUR FAILURE TO PROVIDE TADCAST WITH ACCURATE ACCOUNT INFORMATION;
5. YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;

• (C) ANY LOSS OR INJURY RELATED TO YOUR ENTERING AND PARTICIPATING IN THIS CONTEST. TADCAST IS NOT RESPONSIBLE FOR ANY PRODUCTION COSTS INCURRED.

13.2 THE LIMITATIONS ON TADCAST’S LIABILITY TO YOU IN PARAGRAPH 15.1 ABOVE SHALL APPLY WHETHER OR NOT TADCAST HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
13.3 YOU WILL NOT HOLD TADCAST LIABLE IF IT CANNOT HONOR ANY OF THE CASH OR OTHER PRIZES MENTIONED IN THE CONTEST RULES, OR IF THE CASH OR PRICES ARE DELIVERED AT A LATER DATE THAN ANTICIPATED.

14. Copyright and trade mark policies
14.1 It is Tadcast’s policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including, in the United States, the Digital Millennium Copyright Act) and to terminating the accounts of repeat infringers.
14.2 Tadcast operates a trade mark complaints procedure in respect of Tadcast’s advertising business.

15. Advertisements
15.1 Some of the Services are supported by advertising revenue and may display advertisements and promotions. These advertisements may be targeted to the content of information stored on the Services, queries made through the Services or other information.
15.2 The manner, mode and extent of advertising by Tadcast on the Services are subject to change without specific notice to you.
15.3 In consideration for Tadcast granting you access to and use of the Services, you agree that Tadcast may place such advertising on the Services.

16. Other content
16.1 The Services may include hyperlinks to other web sites or content or resources. Tadcast may have no control over any web sites or resources which are provided by companies or persons other than Tadcast.
16.2 You acknowledge and agree that Tadcast is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
16.3 You acknowledge and agree that Tadcast is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.

17. Changes to the Terms
17.1 Tadcast may make changes to these terms from time to time. When these changes are made, Tadcast will notify you. At the time of notification, you will be bound by the new terms, and may exit the contest at your discretion.
17.2 You understand and agree that if you use the Services after the date on which the these Terms have changed, Tadcast will treat your use as acceptance of the updated Terms.

18. General legal terms
18.1 The Terms constitute the whole legal agreement between you and Tadcast and govern your use of the Services (but excluding any services which Tadcast may provide to you under a separate written agreement), and completely replace any prior agreements between you and Tadcast in relation to the Services.
18.2 You agree that Tadcast may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.
18.3 You agree that if Tadcast does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Tadcast has the benefit of under any applicable law), this will not be taken to be a formal waiver of Tadcast’s rights and that those rights or remedies will still be available to Tadcast.
18.4 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
18.5 The Terms, and your relationship with Tadcast under the Terms, shall be governed by the laws of the State of New York without regard to its conflict of laws provisions. You and Tadcast agree to submit to the exclusive jurisdiction of the courts located within the county of Kings, New York to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that Tadcast shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.