Video Posting Terms of Use

PLEASE READ VERY CAREFULLY THESE TERMS AND CONDITIONS AND THE FREQUENTLY ASKED QUESTIONS LOCATED AT http://www.skilltip.tv/faq.htm BEFORE REGISTERING FOR THE VIDEO POSTING PROGRAM (THE “PROGRAM”). THE TERMS AND CONDITIONS OF THIS CONTENT HOSTING SERVICES AGREEMENT (THE “AGREEMENT”) GOVERN YOUR PROVISION OF CONTENT TO SKILLTIP.TV FOR POSSIBLE INCLUSION IN THE PROGRAM. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU HAVE NO RIGHT TO PARTICIPATE IN THE PROGRAM. THIS AGREEMENT BETWEEN YOU (AS DEFINED BELOW) AND SKILLTIP.TV (“SKILLTIP.TV” OR “WE” OR “US”) IS SUBJECT TO CHANGE BY SKILLTIP.TV AT ANY TIME IN ITS SOLE AND ABSOLUTE DISCRETION. BY CLICKING ON THE “I ACCEPT” BUTTON BELOW OR BY SIGNING THIS AGREEMENT YOU (I) ACCEPT THIS AGREEMENT EITHER FOR YOURSELF OR ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY, AS INDICATED (II) AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS AND (III) HAVE ENTERED INTO A BINDING AGREEMENT BETWEEN YOU AND SKILLTIP.TV. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO BIND YOUR EMPLOYER OR SUCH ENTITY TO THESE TERMS AND CONDITIONS.

Introduction. By entering into this Agreement, You are requesting to participate in the Program where Skilltip.tv provides hosting services to content providers who seek to make their content available to end users, subject to the terms of this Agreement. “You” means you or, if you are entering into this Agreement on behalf of your employer or another entity, then “You” means that employer or entity and affiliates. We may revise the terms of this Agreement by including the amended terms of our website. If you do not wish to be bound by the new terms, you must terminate this Agreement but you will no longer be able to participate in the Program.

1. Program Participation. Participation in the Program is subject to Skilltip.tv’s prior approval and your continued compliance with the terms of this Agreement. We reserve the right to refuse participation to any applicant or participant at any time in our sole and absolute discretion, and to withdraw content, suspend, restrict and/or terminate the services provided under this Agreement and your participation in the Program, immediately without notice to you and without liability to Skilltip.tv, for any reason, including violations of our copyright policy or other Program policies. You must register for the Program and create an account in order to participate in the Program. To register and create an account, go to http://www.skilltip.tv. You are solely responsible for keeping your email address and other contact information updated.

2. Your Content. After entering into this Agreement, You may designate content for hosting and display to end users by: (i) uploading such content directly to us, by sending copies of your content to Skilltip.tv at the address located at www. Skilltip.tv. Attention: Skilltip.tv Video Posting Program, in a format designated by Skilltip.tv, or to such other address as designated by Skilltip.tv, and/or by otherwise making such content available to us; and (ii) by providing additional information about your content in the form provided online when you upload your content. All content so designated by you and contained within or provided by you in association with such content, including but not limited to all audio-visual content, images, closed captioning, metadata and music, is referred to collectively as “Authorized Content.” Skilltip.tv shall have no obligation whatsoever to return any materials delivered to it for uploading under this Agreement.

3. Use of Content. By entering into this Agreement and uploading, sending or otherwise making available your Authorized Content to Skilltip.tv, you are directing, granting and authorizing Skilltip.tv to, and granting Skilltip.tv a perpetual, royalty-free, non-exclusive right and license to, host, cache, route, transmit, store, copy, modify, edit, crop, distribute, perform, display, reformat, excerpt, facilitate the sale or rental of copies of, analyze, and create algorithms based on the Authorized Content in order to (i) host the Authorized Content on Skilltip.tv’s servers, (ii) index the Authorized Content; (iii) display, perform, transmit and distribute the Authorized Content, in whole or in part, in the territory(ies) designated by Skilltip.tv, in connection with Skilltip.tv products and services now existing or hereafter developed, including without limitation for syndication on third party sites. This license gives Skilltip.tv the right to display your Authorized Content via streaming and/or downloading technologies, and to display limited excerpts of your Authorized Content for no fee to the end user. Skilltip.tv may in its sole discretion display a link or links to the website you designate (subject to Skilltip.tv’s approval) in connection with any display of your Authorized Content, and to display links to third party commercial retailer web sites where purchases of the Authorized Content may be available, to the extent such third party commercial retailer web site serves as a distributor of the Authorized Content. You expressly agree that any and all links provided by you shall function properly and effectively to allow end users to transfer immediately to the intended and indicated site(s), and that you are solely responsible for maintaining and updating as necessary any such links. Failure to do so may result in immediate termination without notice to you. Skilltip.tv reserves the right to display advertisements in connection with any display of your Authorized Content. Notwithstanding the foregoing, Skilltip.tv is not required to host, index, or display any Authorized Content uploaded or otherwise provided to Skilltip.tv, and may remove or refuse to host, index or display any Authorized Content at any time, in Skilltip.tv’s sole discretion. Skilltip.tv is not responsible for any loss, theft, intellectual property infringement or damage of any kind to the Authorized Content.

4. Promotional License, Brand Features, Publicity. You hereby grant Skilltip.tv a non-exclusive, world-wide, royalty-free license to use your name and logo (“Brand Features”), in connection with your Authorized Content, and to use limited excerpts from your Authorized Content for advertising or promotional purposes, including without limitation the right to publicly display, edit, perform, reproduce and distribute such excerpts and Brand Features on the Internet and in presentations, marketing materials, customer lists, financial reports and Web site listings of customers. If this Agreement is terminated, Skilltip.tv may continue to use such excerpts and Brand Features in printed (versus “online”) materials that are in existence as of the date of termination until such materials are depleted or are redesigned, whichever comes first.

5. Confidentiality. You agree not to disclose Skilltip.tv Confidential Information without our prior written consent. “SKILLTIP.TV Confidential Information” includes without limitation: (i) all Skilltip.tv software, technology, programming, technical specifications, materials, guidelines and documentation relating to this Program; (ii) any financial information or business information provided by Skilltip.tv, if any; and (iii) any other information designated in writing by Skilltip.tv as “Confidential” or an equivalent designation or that would otherwise be reasonably considered confidential or proprietary under the circumstances. It does not include information that has become publicly known through no breach by You, or information that has been (a) independently developed without access to Skilltip.tv Confidential Information, as evidenced in writing; (b) rightfully received by You from a third party without a breach of confidentiality by such third party; or (c) required to be disclosed by law or by a governmental authority.

6. Disclaimer and Limitation of Liability. THE PROGRAM, SKILLTIP.TV PRODUCTS AND SERVICES, ANY COPY PROTECTION OR SECURITY FEATURES ARE PROVIDED “AS IS” WITH NO WARRANTIES WHATSOEVER. SKILLTIP.TV AND ITS LICENSORS AND THIRD-PARTY SERVICE PROVIDERS (INCLUDING BUT NOT LIMITED TO TELECOMMUNICATIONS, SERVER AND HOSTING SERVICES, POWER SUPPLIERS, AND OTHER SERVICE PROVIDERS (COLLECTIVELY, “SERVICE PROVIDERS”) EXPRESSLY DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, AND PERFORMANCE OF THE PROGRAM, ANY TECHNOLOGY USED IN CONNECTION THEREWITH, THE AUTHORIZED CONTENT, TERRITORY RESTRICTION FEATURES AND TECHNOLOGY, AND THE SKILLTIP.TV WEBSITE, THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE AND WARRANTIES AS TO THE PERFORMANCE OF COMPUTERS OR NETWORKS. SKILLTIP.TV, ITS LICENSORS AND SERVICE PROVIDERS MAKE NO WARRANTY THAT ANY SKILLTIP.TV PRODUCTS OR SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE OR THAT THE RESULTS OR INFORMATION OBTAINED FROM USE OF SKILLTIP.TV PRODUCTS OR SERVICES WILL BE ACCURATE OR RELIABLE. IN NO EVENT SHALL SKILLTIP.TV, ITS LICENSORS AND SERVICE PROVIDERS BE LIABLE UNDER THIS AGREEMENT FOR ANY DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF WE OR THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

YOU UNDERSTAND AND AGREE THAT YOU USE THE PROGRAM AND THE SKILLTIP.TV WEBSITE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR AUTHORIZED CONTENT, AND FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF THE UPLOADER.

7. You Must Have the Right to Use All of the Audio-Visual content, Images (including consent for all models included therein), Music and Data of Any Sort in Your Authorized Content, and you Must Have the Right to Grant the Licenses in this Agreement. By entering into this Agreement and uploading or otherwise providing your Authorized Content to Skilltip.tv, you represent and warrant to Skilltip.tv the following: (a) You are at least 18 years of age if you are a natural person; (b) all of the information provided by you to Skilltip.tv to enroll and participate in the Program is correct and current; (c) the Authorized Content is not, in whole or in part, pornographic or obscene; (d) You hold and will continue to hold the necessary rights, including but not limited to all copyrights, trademark rights and rights of publicity in and to your Authorized Content and your Brand Features to enter into this Agreement and to grant the rights granted herein; (e) You have the legal right and authority to enter into this Agreement, to perform the acts required of you under the Agreement, and to grant the rights and licenses described in this Agreement. You further represent and warrant that (i) the Authorized Content and the rights and licenses granted to Skilltip.tv under this Agreement and Skilltip.tv’s authorized use of your Authorized Content (including the public display, public performance, distribution and reproduction of Your Authorized Content): (i) do not and will not violate any applicable law, statute, ordinance or regulation and (ii) do not breach and will not breach any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort or contract theories and (ii) that the web site (including products and services therein) you designate in the Metadata Form to which Skilltip.tv may display a link in connection with the display of the Authorized Content does not and will not violate or encourage violation of any applicable law, statute, ordinance or regulation.

8. Your Obligation to Indemnify. You agree to indemnify, defend and hold Skilltip.tv and its respective directors, officers, employees, and applicable third parties (e.g. relevant advertisers, syndication partners, licensors, licensees, consultants and contractors) (collectively “Indemnified Person(s)”) harmless from and against any and all third party claims, liability, loss and expense (including reasonable legal fees, damage awards, and settlement amounts) brought against any Indemnified Person(s) arising out of, or related to or which may arise from your Authorized Content, your Brand Features, Skilltip.tv’s authorized use of any of the foregoing, your use of the Program and the Skilltip.tv website, and/or your breach of this Agreement. The Indemnified Persons may in their sole discretion control the defense, at your expense, of any claim indemnified herein. In the event that the Indemnified Parties determine not to control the defense of any claim hereunder, any Indemnified Person may join in defense with counsel of its choice at its own expense. You will not settle or resolve any such claim in a manner that imposes any liability or obligation on Skilltip.tv or affects Skilltip.tv’s rights in connection therewith without the advance written approval of Skilltip.tv, which will not be unreasonably withheld or delayed.

9. Termination; Withdrawal of Content. Either party may terminate this Agreement immediately upon written notice to the other party if the other party files a petition for bankruptcy, becomes insolvent, or makes an assignment for the benefit of its creditors, or a receiver is appointed for the other party or its business. You may terminate this Agreement for convenience upon thirty (30) days prior written notice. You may withdraw your Authorized Content from public display in the Program by providing Skilltip.tv with a written request at tech@skilltip.tv. Skilltip.tv will use commercially reasonable efforts to remove your Authorized Content from public display within thirty (30) days from receipt of notice of termination or withdrawal. Skilltip.tv may at any time in its sole discretion and without liability to Skilltip.tv terminate the Skilltip.tv website, the Program or any product, service or feature offered in the Program, terminate this Agreement, or withdraw any Authorized Content in the Program.

10. Intellectual Property Rights. All text, graphics, multimedia content or other material that you see or read on this website and all related code (the "Materials") is owned or being used with permission by Skilltip.tv, and may not be used except as provided in these Terms of Use. You may not modify, reuse, re-post, or use the Materials for public or commercial purposes, without Skilltip.tv’s written permission. Without limiting the forgoing, you agree not to use the Materials for any other use or purpose. You further agree that you will not, and will not attempt to, copy or distribute the Materials, in whole or in part, to any other party unless specifically permitted by Skilltip.tv or otherwise violate the single computer, non-commercial, non-transferable, non-exclusive, limited license, revocable at Skilltip.tv discretion, granted hereunder

11. Copyrights and Trademarks. The content of the Skilltip.tv website includes copyrighted materials, trademarks and other proprietary information, which may include, without limitation, text, software, photos, video, audiovisual recordings, graphics, music and sound. The entire contents of the Skilltip.tv website are copyrighted under the United States copyright laws and/or similar laws of other jurisdictions. Without limitation, Skilltip.tv owns a copyright in the selection, coordination, arrangement and enhancement of such Materials, as well as in the content original to Skilltip.tv. Third-party content providers own the copyright in content that is original to them. "Skilltip.tv", the " Skilltip.tv logo", as well as other marks that may appear on the Skilltip.tv website ("Marks"), are the service and trademarks of Skilltip.tv. All other trademarks, service marks and logos used on this Site, with or without attribution, are the trademarks, service marks or logos of their respective owners. Without Skilltip.tv’s written permission, you agree not to display or use, in any manner, the Marks. In addition, elements of the Site are protected by trade dress and other federal and state intellectual property laws and may not be copied, reproduced, downloaded or distributed in any way, in whole or in part, without the written permission of Skilltip.tv.

12. Privacy and Information Rights. You agree that we may use information that you provide to us when you register for the Program in accordance with the privacy policy located at http://www.skilltip.tv/privacy.htm. In addition, you agree that Skilltip.tv may transfer and disclose this information, including personally identifiable information, to third parties, including to third parties that reside in jurisdictions with less restrictive data laws than your own. Skilltip.tv may provide any of the above information in response to valid legal processes, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Skilltip.tv disclaims all responsibility, and will not be liable to you, however, for any disclosure of that information by any such third party.

13. Statute of Limitations. 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 Skilltip.tv website or these Terms of Use must be filed in a court of applicable jurisdiction within one (1) year after such claim or cause of action arose or be forever barred.

14. General.

a. Notices. Unless provided for to the contrary in this Agreement, any and all notices or other communications or deliveries required or permitted to be made under this Agreement shall be sent (a) if to you at the electronic mail address you provide in registering for the Program and (b) if to Skilltip.tv to such address as provided at www.skilltip.tv.com/corporate/address.html or as otherwise provided in writing for such notice purposes. Notice shall be deemed received (i) upon receipt when delivered personally, (ii) upon written verification of receipt from overnight courier, (iii) upon verification of receipt of registered or certified mail (iv) upon verification of receipt via facsimile, provided that such notice is also sent simultaneously via first class mail; or (v) by electronic mail when sent by Skilltip.tv only. Contact information shall be updated as necessary to ensure that each party has current information regarding all such contacts.

b. Miscellaneous. You may not resell, assign or transfer any of your rights hereunder. Any such attempt shall be null and void. The relationship between Skilltip.tv and You is not one of a legal partnership relationship, but is one of independent contractors. The words “You” or “Your” shall also mean heirs, executors, administrators, successors, legal representatives and permitted assigns. This Agreement does not affect any right that either party would have had, or shall have, independent of the Agreement including rights relating to Authorized Content under applicable law, including but not limited to copyright law. Neither party shall be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet or other network disturbances. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and remain enforceable between the parties. The failure of either party to act in the event of a breach of this Agreement by the other shall not be deemed a waiver of such breach or a waiver of future breaches. The section titles used in this Agreement are purely for convenience and carry with them no legal or contractual effect. Except as otherwise set forth herein, this Agreement sets forth the entire understanding and agreement between the parties with respect to the subject matter hereof. This Agreement shall be construed as if jointly drafted by the parties. This Agreement shall be governed by the laws of the State of New York, without regard to its principles of conflicts of law. Any litigation hereunder shall be brought in any state or federal court of competent jurisdiction in New York County (Manhattan), New York; the parties agree that venue shall be proper in, and consent to the personal jurisdiction of, such courts. The parties specifically exclude from application to the Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. The provisions of Sections 4, 5, 6, 7, 8, 9, 11, 13, and 14 shall survive any expiration or termination of this Agreement.