TERMS OF SERVICE

Thank you for your interest in using the remixing service (the "Service") operated by Putlocal.com. ("Putlocal.com"). These Terms of Service ("Terms") govern your use of the Service, your use of any software that Putlocal.com makes available to users of the Service (the "Software"), policies and procedures ("Program Rules"), and your use of the Putlocal.com Web site located at http://www.Putlocal.com (the "Site"). In these Terms, the Service, the Software, and the Site are collectively referred to as the "Putlocal.com." Please read these Terms carefully. By using the Putlocal.com, you are stating that you have read and understand, and agree to be bound by, these Terms. If you do not agree to these Terms, you are not permitted to use the website.

1. YOUR RESPONSIBILITIES

You are responsible for obtaining and maintaining all equipment and services needed for access to and use of the Putlocal.com and for paying all charges related thereto. When you register to become a member of the Putlocal.com, Putlocal.com collects certain personal and business information about you and your business. You agree that Putlocal.com may use any information Putlocal.com obtains about you in accordance with the provisions of Putlocal.com’s Privacy Policy. You agree to: (a) provide true, accurate, current, and complete information as prompted by the registration form; and (b) maintain and update such information to keep it true, accurate, current, and complete at all times. In addition, you agree not to use the Putlocal.com to: (a) violate any local, state, national, or international law or regulation; (b) transmit any material that is abusive, harassing, tortious, defamatory, vulgar, pornographic, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable; (c) transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation; (d) knowingly transmit any material that contains adware, malware, spyware, 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; (e) stalk, harass, or harm another individual; (f) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; or (g) interfere with or disrupt the Putlocal.com or servers or networks connected to the Putlocal.com, or disobey any requirements, procedures, policies, or regulations of networks connected to the Putlocal.com.

2. ACCOUNT ACTIVITY

Your account should be active - that is, it is either receiving visitor traffic or is being updated/posted to on a regular basis. Sites that either receive no visitor traffic or are not updated for a period of 90 days will be considered 'inactive' and may be removed by Putlocal.com to make room for other users.

3. SUBMISSIONS

The Putlocal.com may enable you to submit your videos or other personal media content to Putlocal.com for hosting, display, and distribution to other users of the Putlocal.com (collectively, "Submissions"). You grant to Putlocal.com and Putlocal.com’s affiliates, representatives, and assigns an irrevocable, perpetual, non-exclusive, fully-paid, world-wide, royalty-free license, with the right to grant sublicenses through multiple tiers of sublicensees, to publicly display, publicly perform, distribute, store, transcode, syndicate, broadcast, reproduce, edit, modify, create derivative works, and otherwise use and reuse your Submissions (or any portions or derivative works thereof) in any manner, in any medium, for any purpose. Putlocal.com reserves the right to display advertisements in connection with your Submissions and to use your Submissions for advertising and promotional purposes. Putlocal.com is not required to host, display, or distribute any Submissions, and may remove at any time or refuse any Submissions. Putlocal.com is not responsible for any loss, theft or damage of any kind to any Submissions.

You represent and warrant that: (a) you own all rights in your Submissions (including, without limitation, all rights to the audio, video, or digital recording, and the performance contained in your Submissions) or, alternatively, you have acquired all necessary rights in your Submissions to enable you to grant to Putlocal.com the rights in your Submissions described herein; (b) you have paid and will pay in full all license fees, clearance fees, and other financial obligations, of any kind, arising from any use or commercial exploitation of your Submissions; (c) you are the individual pictured and/or heard in your Submissions, or, alternatively, you have obtained permission from each person (including consent from parents or guardians for any individual under the age of eighteen (18)) who appears and/or is heard in your Submissions to grant the rights to Putlocal.com described herein; (d) you will make such permissions available to Putlocal.com upon request; and (e) your Submissions do not infringe the intellectual property rights, privacy, or any other legal or moral rights of any third party. You agree to keep all records necessary to establish that your Submissions do not violate any of the foregoing representations and warranties and to make such records available upon the request of Putlocal.com.

Putlocal.com may enable you to cut and paste code (e.g., HTML) from the Putlocal.com for the purpose of embedding Submissions on your own personal websites or web pages. You agree that you will not: (a) modify or cause to be modified such code; (b) modify or cause to be modified the display of any Submission; or (c) use such code or any Submission for any commercial purpose.

Putlocal.com hereby grants you a non-exclusive, non-transferable, world-wide, royalty-free license to publicly display, publicly perform, distribute, store, transcode, syndicate, broadcast, reproduce, edit, modify, create derivative works, and otherwise use and reuse any Submissions of other users of the Putlocal.com (or any portions or derivative works thereof) in any manner, in any medium, solely for non-commercial purposes.

Putlocal.com does not control the content provided by other parties, whether by its customers or other users, which is made available through the Services. You must use caution and common sense when using the Services. You understand that by using the Services, you may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language, or content that may be inaccurate, or deceptive. You agree to use the Services at your sole risk and that Putlocal.com and it's parent company, Vive Network Inc., shall have no liability to you of any kind for content whether that of Putlocal.com or third parties, that may be found to be offensive, indecent, or objectionable, inaccurate or deceptive, in any manner.

4. GRANT OF RIGHTS

You grant Putlocal.com a nonexclusive, worldwide, perpetual, irrevocable, royalty-free, license to do the following with any and all content in all forms and media formats now known or hereafter developed, that you upload to the Services, or otherwise provide to Putlocal.com (collectively "Your Content"):

You irrevocably waive any and all "moral rights" that you may have in any of Your Content, including but not limited to the rights of paternity or integrity, and rights to claim authorship in relation to any of Your Content, or in any other works or content in which it is incorporated. You also expressly and irrevocably waive any rights to receive any fees of any kind (including without limitation public performance fees if applicable, and any share of advertising revenue of any kind received by Putlocal.com in connection with the Services or otherwise), for use of Your Content as set forth in this Agreement.

5. COPYRIGHT INFRINGEMENT

Putlocal.com respects the intellectual property rights of others. Putlocal.com has a policy of removing Submissions that violate copyright law, suspending access to the Putlocal.com (or any portion thereof) to any user who uses the Putlocal.com in violation of copyright law, and/or terminating in appropriate circumstances the account of any user who uses the Putlocal.com in violation of copyright law.

Pursuant to Title 17 of the United States Code, Section 512, Putlocal.com has implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance with such law. If you believe your copyright is being infringed by a user of the Putlocal.com, please email it to: copyright@Putlocal.com about your copyright infringement

6. INDEMNITY

You agree to indemnify, defend and hold Putlocal.com and its parent company, officers, directors, employees, successors, agents, affiliates, distribution partners or third-party service providers (collectively, the "Putlocal.com Entities") harmless from and against any claims, liabilities, losses, damages or expenses (including reasonable attorneys' fees and costs) arising out of or in any way connected with: (a) your Content or any materials in any form whatsoever that are provided by you or through use of your Account; (b) your conduct, including your access to or use of the Site or, as applicable, your use of the Putlocal.com encoding services or your participation in the Putlocal.com Program; (c) any actual or alleged violation or breach of these Terms of Use or any Putlocal.com policies; (d) any breach of any representation or warranty you made hereunder, including but not limited to any to claims relating to a violation of a third party's patent, copyright, trademark or other intellectual property rights or Putlocal.com's determination that your Content was obscene, defamatory, libelous, slanderous or threatening; (e) your violation of rights of privacy, publicity, confidentiality or property; or (f) any actual or alleged violated of any applicable law or regulation. You agree that you are solely responsible for defending any such claim as set forth above, and for payment of losses, costs, damages or expenses resulting from the foregoing to both a third party and to the Putlocal.com Entities. Putlocal.com shall have the right to withhold payments to you to offset liabilities and expenses covered hereunder. You agree that you will not enter into any proposed settlement or resolution of any claim (whether having been finally adjudicated or otherwise) brought against you or Putlocal.com, if such settlement or resolution results in any obligation or liability for Putlocal.com. You also agree that Putlocal.com shall have the right, in its sole discretion, to select its own legal counsel to defend Putlocal.com from any such claim (but by doing so shall not excuse your indemnity obligations) and that you shall be solely responsible for the payment of all Putlocal.com's reasonable attorneys' fees incurred in connection therewith. You agree to notify Putlocal.com immediately if you become aware of any actual or potential claims, suits, actions, allegations or charges pertaining to your Content or that could affect either party's ability to fully perform its duties or to exercise its rights under these Terms of Use.

7. LINKS TO OTHER WEBSITES

The Site may provide links to websites and access to content, products and services from third parties, including users, advertisers, affiliates and sponsors of the Site. Such links are provided for reference only, and Putlocal.com neither controls such websites nor endorses any of the content on any such websites or any association with their operators. You agree that Putlocal.com is not responsible for the availability of, and content provided on, such third party websites. You should refer to the policies posted by other websites regarding privacy and other topics before you use them. You agree that Putlocal.com is not responsible for third party content accessible through the Site, including opinions, advice, statements and advertisements, and understand that you bear all risks associated with the use of such content. If you choose to access services from a third party, your relationship is directly with the third party. You agree that Putlocal.com is not responsible for: (a) the quality of third party products or services; and (b) fulfilling any of the terms of your agreement with the seller, including delivery of products or services and warranty obligations related to purchased products or services. You agree that Putlocal.com is not responsible for any loss or damage of any sort you may incur from dealing with any third party.

8. INTELLECTUAL PROPERTY OWNERSHIP

Excluding your Content, Putlocal.com owns all right, title and interest, including without limitation all intellectual property rights, and all derivative works or enhancements thereof, relating to the Site and the Putlocal.com Content (and any derivative works or enhancements thereof), including but not limited to all information, content, materials, products, services, URLs, software, technology, editorial or user guidelines, documentation and the Putlocal.com encoding services, developed in whole or in part by, with or for Putlocal.com. You shall not acquire any right, title or interest therein, except for the limited use rights expressly set forth in these Terms of Use. Any rights not expressly granted herein are deemed withheld. You, your licensors or other third party providers, as applicable, own all intellectual property rights in and to your Content. Putlocal.com shall not acquire any right, title or interest in or to such Content, except as expressly provided herein. Any rights not expressly granted herein are deemed withheld. In connection with your use of the Site, you hereby grant (or warrant that the owner of such rights has expressly granted) to Putlocal.com a worldwide, perpetual, royalty-free, irrevocable, non-exclusive, sublicensable right and license to use, copy, adapt, publish, transmit, distribute, perform, display, reference, index and cache, in any form, medium or technology now known or later developed, your Content and any materials you submit to Putlocal.com, in whole or in part, whether created by or for you. Additionally, you hereby grant (or warrant that the owner of such rights has expressly granted) to Putlocal.com and the Putlocal.com affiliates (including other Putlocal.com Members), distribution partners and third-party service providers the sublicensable right to distribute your Content pursuant to the terms and conditions of the Creative Commons "Attribution-NoDerivs2.5 license" located at http://creativecommons.org/licenses/by-nd/2.5/legalcode. The above rights: (i) include the right to make such modifications as are technically necessary to exercise the above rights in other media and formats; and (ii) include the right to incorporate and assemble your Content into one or more collective works, which may include contributions from Putlocal.com and its licensors, affiliates (including other Members), distribution partners and third-party service providers. Excluding your Content, you shall and hereby do assign to Putlocal.com all right, title and interest in and to any part of the Site that you may have or acquire. Any rights not expressly granted herein are deemed withheld. In addition, you warrant that all so-called moral rights in the Content have been waived. If you become a Member, and subject to your compliance with the terms and conditions of these Terms of Use, Putlocal.com hereby grants you the right to use Content under the terms and conditions of the Creative Commons "Attribution-NoDerivs2.5 license" located at http://creativecommons.org/licenses/by-nd/2.5/legalcode. This license expressly prohibits you from: (a) creating any derivative works of or modifying the Content, including but not limited to disabling or removing any Putlocal.com embedded technology or advertisements from the Content; and (b) exercising your rights in a manner that is primarily intended for commercial advantage or private monetary compensation. Excluding your Content, you shall and hereby do assign to Putlocal.com and its licensors all right, title and interest in and to any part of the Site Content that you may have or acquire. Any rights not expressly granted herein are deemed withheld.

9. ENTIRE AGREEMENT

The Terms, Copyright Policy, and Privacy Policy are hereby included by reference. They comprise the entire agreement between you and the Website and govern your use of the Website, superseding any prior agreements between you and the Putlocal.com site.

10. MODIFICATIONS TO TERMS

Putlocal.com and its parent, Vive Network Inc., reserves the right to change or modify the Terms, Privacy Policy, or Copyright Policy at any time and without prior notice by posting the modified Terms, Privacy Policy, or Copyright Policy on the Website. Your continued use of the Website indicates your acceptance of any revised terms.

11. AVAILABILITY

We use reasonable measures to make sure that the site is available 24 hours a day/7 days a week. However, there will be occasions when the site will be interrupted for maintenance, upgrades and emergency repairs or due to failure of communication and computer equipment that are beyond our control. We take every reasonable precaution to minimize any such disruption where it is within our reasonable control. You agree that we shall not be held liable to you for any modification, delay or discontinuance of the site. It is your responsibility to create backups of any Content that you upload to the Putlocal.com site.

12. YOUR PRIVACY

We have a firm commitment to safeguarding your privacy. Please review our Privacy Policy. The terms of our Privacy Policy are incorporated into, and considered part of, these Terms and must be accepted by you prior to your use of the Website. You may access and review the Privacy Policy by clicking on this link.

BY CLICKING ON THE "I AGREE" BUTTON OR UPLOADING OR OTHERWISE PROVIDING YOUR CONTENT TO Putlocal.com'S SERVICE, YOU ARE ACKNOWLEDGING THAT YOU HAVE READ THIS AGREEMENT CAREFULLY, THAT YOU HAD THE OPPORTUNITY TO HAVE THIS AGREEMENT REVIEWED BY LEGAL COUNSEL AND THAT YOU ARE AT LEAST 18 YEARS OLD, AND YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT, OR THAT YOU ARE THE PARENT OR LEGAL GUARDIAN OF A MINOR AT LEAST 13 YEARS OF AGE, AND APPROVE OF AND HAVE THE LEGAL AUTHORITY TO EXECUTE THIS AGREEMENT. Updated: February 26, 2007