TownSpot Video Submission Agreement

  1. You understand and hereby agree that by clicking THE CHECK BOX ON THE VIDEO SUBMISSION FORM, you are providing your electronic signature and executing a legally binding contract between yourself and TownSpot, Inc. ("TownSpot"), and that its terms are as stated herein.
  2. You understand, without any reservations or qualifications, the following terms as defined here and used in this Agreement:
    1. "Agreement" refers to this contract, the TownSpot Content Submission Agreement, and its terms and conditions set forth herein.
    2. "TownSpot" refers to TownSpot, Inc., a California corporation, party to this Agreement, and includes all products, software and services utilized and offered via TownSpot's website and other mediums, including but not limited to advertising and promotion in which Content is displayed, broadcast, transmitted, published or otherwise used.
    3. "Submit", "Submitting", "Submission" or "Submitted File" refers to your providing to TownSpot your electronic file for review and possible display, broadcast, transmission, publication or use in any manner on TownSpot's website and other mediums.
    4. "Content" refers generally to the digital media content, including but not limited to, display graphics, video, text, photos, scripts, audio, music, audiovisual features, interactive features, contact information and other materials displayed on TownSpot's website, as well as the digital media content contained in your electronic file which you are Submitting to TownSpot.
    5. "Content Provider" refers to you, the individual and party to this Agreement who is Submitting their electronic file or Content to TownSpot for review and possible use, as set forth herein.
    6. "TownSpot Player" or "Player" refers to the embedded video playing device or feature on TownSpot's website through which users view or otherwise access Content.
  3. You understand and hereby represent to TownSpot that you, personally, without any reservations or qualifications whatsoever, are:
    1. The owner of the Submitted file and all Content contained in the Submitted file which you are providing to TownSpot; and
    2. Authorized to Submit this file to TownSpot for purposes of publication, broadcasting, display, advertising, or any other use or medium which TownSpot, at its sole discretion, deems appropriate.
  4. You understand and hereby represent to TownSpot, without any reservations or qualifications whatsoever, that the Content you are Submitting is not subject to any copyright, trademark or any other type of ownership claim or ownership interest by anyone other than yourself, and that you hereby waive any and all claims against TownSpot concerning copyright, trademark or ownership claims or any other violations concerning the Submitted file.
  5. You understand and hereby agree, without any reservations or qualifications whatsoever, that you have personally reviewed your file prior to Submission to TownSpot, and hereby truthfully attest with full confidence that your Submitted file does not include any Content or information that is illegal, inaccurate, incomplete, outdated, DEFAMATORY OR INSULTING TO ANYONE, or not otherwise in conformance with the law and common sense ethical standards. (See further guidance regarding ethical standards at TownSpot's Community Standards.)
  6. You understand and hereby agree, without any reservations or qualifications whatsoever, that the Content you are Submitting may be reviewed by TownSpot for possible display or use on TownSpot's website or other medium, and that:
    1. NO GUARANTEE, WARRANTY OR ASSURANCE, oral or written, has been provided to you by TownSpot to suggest or state that your Submitted file will be reviewed for possible display or use on TownSpot's website or other medium.
    2. NO GUARANTEE, WARRANTY OR ASSURANCE, oral or written, has been provided to you by TownSpot to suggest or state that your Submitted content will be approved for possible display or use on TownSpot's website or other medium.
    3. TOWNSPOT HAS SOLE DISCRETION regarding any and all decisions to review and display your Submitted content on TownSpot's website or other medium, and that you have NO right to have your content reviewed or displayed or used on TownSpot's website or other medium.
  7. You understand and hereby agree, without any reservations or qualifications whatsoever, that if your Submitted File is approved by TownSpot for use on its website or other medium, you shall abide by the following in accessing your Content:
    1. Your attempts to access the Content of your Submitted File shall be solely restricted to using TownSpot's website, the TownSpot Player and its video playback pages and features, such as "The Spotlight", as made available to the public by TownSpot, and not through any other technology or means of access.
    2. You shall not attempt to alter or modify any part of your Submitted file or Content displayed on TownSpot's website, make any attempts to hack or enter TownSpot's website to access your Submitted file or Content, or direct or conspire with any other third-party to do the same.
    3. You shall not attempt to alter, circumvent, disable or otherwise interfere with any security-related features of TownSpot's website, or features that prevent or restrict use or copying of any Content or enforce limitations on use of our website or the Content therein.
  8. You understand and hereby agree, without any reservations or qualifications whatsoever, that while advertising or promotion of Content approved for display on TownSpot's website is encouraged, if your Submitted File is approved by TownSpot for display and use by TownSpot, you shall abide by the following:
    1. You will not make any claims of partnership with TownSpot or any affiliate, advertiser or partner of TownSpot; any claims of sponsorship of your Content by TownSpot or any affiliate, advertiser or partner of TownSpot; or any other affiliation with TownSpot not expressly authorized by TownSpot via prior written approval, including but not limited to promises or the sale of Content display or advertising space on TownSpot's website to third-parties.
    2. You will not use or launch any automated system, including without limitation, "robots," "spiders," or "offline readers," that may access TownSpot's website, Player or features in a manner that sends more request messages to TownSpot's servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser.
    3. You will not collect or harvest any personally identifiable information from TownSpot's website, Player or features, including but not limited to other TownSpot website users' names or membership information, nor shall you use the communications systems provided on our website (e.g., user or member comments, email information) for any personal purposes, commercial purposes, solicitation purposes, harassment, or illegal activity.
  9. You agree and hereby represent to TownSpot, without any reservations or qualifications whatsoever, that should ANY conflict or dispute arise in conjunction with a third-party claim of ownership, a claim of defamation, or any other claim of wrongdoing alleged by a third-party concerning any content you Submit to TownSpot, you will cooperate with TownSpot's efforts to resolve the conflict, including but not limited to fully indemnifying TownSpot for all costs and expenses associated with defending such a claim, including but not limited to all legal fees incurred and anticipated by TownSpot to resolve any and all such disputes.
  10. You understand and hereby agree, without any reservations or qualifications whatsoever, that should ANY conflict or dispute arise in conjunction with a third-party claim of ownership regarding any content you Submit to TownSpot, TownSpot reserves the right and sole discretion to remove the Submitted content in part or in whole.
  11. You agree and hereby authorize TownSpot, without any reservations or qualifications whatsoever, to display, broadcast, transmit, use or otherwise publish your Submitted content, or any part thereof, on TownSpot's website, its print or televised advertising, promotional events, or any other medium TownSpot deems appropriate for use, including use on any websites, advertising or promotional events of any affiliate, advertiser or partner of TownSpot.
  12. You understand and hereby represent to TownSpot, without any reservations or qualifications whatsoever, that all information you have provided to TownSpot about yourself and the Content in your Submitted File, including but not limited to your contact information and any and all representations made therein, is truthful and accurate.
  13. You understand and hereby agree, without any reservations or qualifications whatsoever, that YOU SHALL INDEMNIFY TOWNSPOT FOR COSTS ASSOCIATED WITH ANY AND ALL CLAIMS THAT MAY ARISE IN ANY ADMINISTRATIVE, CIVIL OR CRIMINAL ACTIONS, INCLUSIVE OF PAYING FOR ALL LEGAL FEES AND FINES INCURRED BY OR LEVIED AGAINST TOWNSPOT IN ASSOCIATION WITH ANY INFORMATION THAT APPEARS IN YOUR SUBMITTED FILE, REGARDLESS OF ITS TRUTH OR JUSTIFICATION. TO BE CLEAR: YOU, AND NOT TOWNSPOT, ARE SOLELY RESPONSIBLE FOR THE INFORMATION AND CONTENT CONTAINED IN YOUR SUBMITTED FILE, AND YOU ACCEPT THESE TERMS WITHOUT ANY RESERVATIONS WHATSOEVER.
  14. You agree and hereby authorize TownSpot to utilize the Content or information provided in your Submitted File in any way it sees fit, at its sole discretion. This includes, but is not limited to your name and contact information, and any other Content or information contained in your Submitted File, including but not limited to, logos, graphic images, features, goods, services, sales, events and all other information provided in the Submitted file or relating to its Content. (See TownSpot's Privacy Policy, incorporated herein.)
  15. You understand and hereby agree, that there are no time or use restrictions imposed on TownSpot in association with the use of your Submitted file or Content, and that:
    1. Your Submission constitutes permission to TownSpot to review and publish, display or otherwise use your Submitted file or its Content at any time in the future in any TownSpot medium, including but not limited to its website and advertising, and that said permission is without any limitations, restrictions or reservations whatsoever.
    2. TownSpot is not obligated to maintain any information you Submit, inclusive of the Submitted File or its Content, for any period of time, irrespective of whether TownSpot posted said information or file on its website or any other medium at any time in the past.
    3. Should the information contained in your Submitted File include outdated contact information, services no longer offered, or any information or Content that is not (or no longer) accurate or which may be misleading to the public, you shall promptly notify TownSpot by Submitting a Request for Removal email so that your Submitted File may be updated or removed the from display or use on our website or other medium.
  16. You understand and hereby agree, without any reservations or qualifications whatsoever, that any dispute between you and TownSpot arising from this Agreement or in connection with the use of the Submitted File or Content shall be subject to binding arbitration in Los Angeles, California and conducted in accordance with the rules for commercial arbitration of the American Arbitration Association. Each party hereto voluntarily waives and gives up his right to trial by court or jury, or any other remedy except binding arbitration, to resolve any dispute arising from or in connection with their relationship. Each party further agrees without reservation or qualification that the non-prevailing party in any adjudication shall bear the prevailing parties' legal fees and costs of litigation. ADR Rules
IF YOU HAVE ANY RESERVATIONS ABOUT ANY PART OF THIS AGREEMENT, DO NOT PROCEED, AND DO NOT CLICK THE CHECK BOX ON THE VIDEO SUBMISSION FORM.

ELECTRONIC SIGNATURE & CONSENT

THIS IS YOUR ELECTRONIC SIGNATURE. BY CLICKING THE CHECK BOX ON THE VIDEO SUBMISSION FORM , YOU ACKNOWLEDGE THAT YOU HAVE READ THIS CONTENT SUBMISSION AGREEMENT IN FULL, CLEARLY UNDERSTAND IT, HAVE NO RESERVATIONS ABOUT ITS TERMS AND CONDITIONS, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT THIS IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU (OR ANYONE PURPORTING TO REPRESENT YOU) AND TOWNSPOT, AND THAT THIS AGREEMENT SHALL SUPERSEDE ANY OTHER PURPORTED DISCUSSIONS, PROPOSALS, PROMISES, OR PRIOR UNDERSTANDINGS OR AGREEMENTS, EITHER ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN YOU (OR ANYONE PURPORTING TO REPRESENT YOU) AND TOWNSPOT RELATING TO THE SUBMITTED FILE OR ITS CONTENT.

BY CLICKING THE CHECK BOX ON THE VIDEO SUBMISSION FORM, YOU HEREBY SUBMIT YOUR FILE TO TOWNSPOT UNDER THE TERMS AND CONDITIONS STATED HEREIN.