This website is owned and controlled by [_____________] ("CLASS 15"). In order for you to use this website (“CLASS 15 Website”), CLASS 15 must have an agreement with you so we can agree on a common set of rules governing your use of the CLASS 15 Website. This document, when combined with the terms contained in all of the other documents mentioned below, describe the “Agreement” between you and CLASS 15. This Agreement also describes the terms and conditions on which you may participate in CLASS 15's community driven activities. Although we may attempt to notify you when major changes are made to this Agreement, you should periodically review the most up- to-date version http://www.Class15.com/______). CLASS 15 may, in its sole discretion, modify or revise this Agreement and policies at any time, and you agree to be bound by such modifications or revisions. Your use of the CLASS 15 Website constitutes your acceptance of the terms in this Agreement. If you do not want to comply with the terms in this Agreement, please do not use the CLASS 15 Website.
With this in mind, you agree to and acknowledge the following:
- 1. Responsibility for Content: If you decide to contribute content for the CLASS 15 Website, you are solely responsible for all material you transmit or submit to the CLASS 15 Website, whether created by or for you or created by others (“Content”). Content can include graphics, music, sound, images, files, photos, animation, artwork, text, data, information, messages, hypertext links, scripts or other material. CLASS 15 disclaims all liability relating to your Content. As more fully set forth in Section 20 below, you may not submit Content that contains any pornographic, infringing, hate-related, violent, or illegal content.
2. CLASS 15’s Rights to Content: In connection with CLASS 15's marketing and
distribution of the CLASS 15 Website, you permit CLASS 15 to:
2.1. host, index and cache your Content;
2.2. tag your Content with information that will be used by CLASS 15 to identity
it as your Content and assist CLASS 15 in properly tracking and calculating any revenue amounts that You may earn; [revenue relevant?]
2.3. [ insert CLASS 15's ad insertion software ("Ad Insertion Software") at the end of Your Content to enable CLASS 15, if applicable and in CLASS 15's discretion, to attach an Ad (as defined below) to Your Content; relevant? ]
2.4. distribute, or have distributed, your Content in the CLASS 15 Website; and
2.5. engage in such further actions regarding your Content as may be necessary or appropriate in order.
- 3. CLASS 15’s Additional Rights: CLASS 15 may, in its sole discretion reject, suspend access to or remove any of your Content from the CLASS 15 Website at any time that CLASS 15 deems it unsuitable for the CLASS 15 Website; and modify any meta data you submit with your Content, including without limitation meta tags, age rating, descriptive language, search terms, category and keyword modifiers. CLASS 15 Class 15 Website Terms of Service 20150513 Page 1 shall have no liability for taking such actions. You agree and accept that CLASS 15 does not guarantee that your Content will be distributed on any part of the CLASS 15 Website.
- 4. Applications: Your access to and use of certain Applications and accompanying documentation, including but not limited to CLASS 15's API or any software made available to you to assist you in uploading your Content, will be subject to the terms of separate license agreements between you and CLASS 15. You will be required to read and indicate your agreement to such separate terms prior to installing or using such Applications.
- 5. [Trial Features – relevant?: Some Trial Features may be made available on an as-is basis only, which will be marked as such. Your use of the Trial Features is at your own risk. All information relating to the Trial Features will be treated as "confidential" in accordance with Section ___ ("Confidential Information"). ]
- 6. CLASS 15 Disclaimer: Your participation by providing Content is at your own risk. Although uploading your Content to the CLASS 15 Website enables users to connect and share your Content with other end users or viewers, CLASS 15 has no responsibility to control of monitor any information or exchanges between or among users. CLASS 15 does not control the Content, Ads and Member Comments made available through the CLASS 15 Website. Some people may find the Content, Ads and Member Comments objectionable, inappropriate or offensive. CLASS 15 does not control or guarantee, nor is CLASS 15 responsible for, the truth, accuracy, ownership, completeness, integrity, safety, timeliness, quality, appropriateness, legality or applicability of any Content, Ads and Member Comments. CLASS 15 assumes no responsibility for monitoring any Content, Ads or Member Comments or conduct during Participation. If CLASS 15 chooses, at any time in its sole discretion, to monitor (in whole or in part) Content, Ads, Member Comments or conduct during Participation, CLASS 15 nonetheless assumes no responsibility for Content, Ads and Member Comments, no obligation to modify or remove any Content, Ads or Member Comments. You agree that CLASS 15 has no responsibility or liability for the deletion or failure to store, maintain or transmit any Content, Ads or Member Comments.
8. CLASS 15's Ownership Rights: CLASS 15 and its licensors own all right, title
and interest, including without limitation all worldwide intellectual property rights in the
CLASS 15 Website and all such rights to all derivative works or enhancements of, in
and to, or relating to, the CLASS 15 Website. By entering into this Agreement or by your
participation with the CLASS 15 Website, you will not acquire any intellectual property
or similar rights in the CLASS 15 Website or related products and services owned
and/or controlled by CLASS 15. You agree you will not
(i) remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the CLASS 15 Website and/or related products and services; or
(ii) use CLASS 15's name, logo, trademark, trade names or service marks except as expressly permitted in this Agreement without CLASS 15's prior written consent.
- 9. Your Ownership Rights: Subject to the licenses you are granting in this Agreement, you retain all right, title and interest, including without limitation all worldwide intellectual property rights, in and to your Content that is submitted, posted or displayed by you on or through the CLASS 15 Website. CLASS 15 shall not acquire any right, title or interest in or to such Content, except as provided herein. Any rights not granted by you herein are deemed retained by you.
- 10. Infringement of Your Content: You acknowledge that you are aware that CLASS 15 has limited practical ability to control or monitor possible infringement of your intellectual property rights by other parties and that CLASS 15 assumes no responsibility for controlling or monitoring such intellectual property rights. In addition, CLASS 15 is not responsible for enforcing your intellectual property or for suing or taking other legal action against infringers of your Content. CLASS 15 may, at its discretion, choose to assist you in connection with protecting or enforcing your intellectual property rights in a particular instance; in such event, this does not mean that CLASS 15 has an obligation to do so in any other instance and this does not mean that CLASS 15 has an obligation to effectively protect or enforce your intellectual property rights.
- 11. Your Termination Rights: You have the right to terminate this Agreement and revoke certain licenses you are granting in this Agreement with respect to all Content you provide. You must provide notice to CLASS 15 as set forth in Section 18. If you choose to revoke any of your revocable licenses, CLASS 15 will use commercially reasonable efforts to remove your Content from the CLASS 15 Website reasonably promptly upon receipt of your notice of revocation. However, you acknowledge and agree that CLASS 15 shall have no obligation to attempt to remove from distribution any of your Content that is otherwise publicly available through the Internet or other publicly accessible medium. In the event that CLASS 15 fails to remove such requested Content from the CLASS 15 Website within 72 hours after your request for removal, CLASS 15 shall not be liable to you for damages or charges of any kind in an amount greater than $10.00.
- 12. CLASS 15's Trademark License to You: During the term of this Agreement, and subject to your compliance with the terms and conditions of this Agreement, you will have the right to use the trade names, trademarks, logos and designations in or associated with the CLASS 15 Website (the "CLASS 15 Marks") solely for purposes of identifying CLASS 15 and solely in connection with your permitted activities under this Agreement. You agree that the CLASS 15 Marks and all associated goodwill are and will remain the sole property of CLASS 15, that any goodwill generated as a result of your licensed use of CLASS 15 Marks belongs exclusively to CLASS 15 and inures solely to the benefit of CLASS 15, and that Your use of CLASS 15 Marks is subject to CLASS 15's control of the quality of any products or services with respect to which You may be authorized to use CLASS 15 Marks.
- 13. CLASS 15 Termination: CLASS 15 may immediately terminate this Agreement for any reason at any time.
- 14.Community Members License to CLASS 15: In connection with Your Participation as a Community Member, by uploading, submitting, emailing, posting, publishing or otherwise transmitting any “Member Comments,” you hereby grant (or warrant that the owner of such rights has expressly granted) CLASS 15 a worldwide, royalty-free, non-exclusive, sublicensable, perpetual and irrevocable right and license to use, reproduce, modify, adapt, create derivative works of, perform, display, distribute, publish and transmit such Member Comments in any form, medium or technology now known or later developed. You warrant that any Member Comments you submit do not infringe upon any rights, including intellectual property rights, of any other parties. In addition, you warrant that all so-called moral rights in the Member Comments have been waived.
- 15. Inappropriate Content: You will not use the CLASS 15 Website for any purpose or in any manner to display, post or make available any material that is sexual, pornographic, promotes bigotry, racism, hatred or harm against any individual or group, promotes discrimination based on race, sex, religion, nor erotic material nor upload, email, post, publish, distribute, transmit, submit or otherwise make available through the CLASS 15 Website such content ("Inappropriate Content"). If CLASS 15 finds Content that it determines, in its sole discretion, contains Inappropriate Content, CLASS 15 may, without notice, remove or block access to such Content. CLASS 15 reserves the right to suspend or cancel at any time and without notice Your Account, or deduct or withhold payments related to any Content or Ads that CLASS 15, in its sole discretion, determines to be in violation of this Section. CLASS 15 will take all appropriate steps with Content that CLASS 15 believes violates applicable laws, including cooperation with any law enforcement investigation. If you see content that you believe is Inappropriate Content or is in violation of any law or this Section, you should contact CLASS 15 immediately.
- 16. Prohibition on Infringing Activity: You will not use the CLASS 15 Website for any purpose or in any manner that infringes the copyrights of any third party, nor will you upload, email, post, publish, distribute, transmit, submit or otherwise make available through the CLASS 15 Website any content, that infringes the copyrighted works or violates the intellectual property rights of any third party.
17. Notices: CLASS 15 may provide notices to you by email to the email address
you provided and is deemed received when sent. Any notices to CLASS 15 must be
(i) via first class or air mail or overnight courier to CLASS 15 ___________________, attention ______________; or
(ii) via confirmed facsimile (fax number ________________; or (iii) via email to _____________; with a copy sent via first class or air mail or overnight courier, and are deemed given upon receipt.
- 18. Confidential Information:
19. Your Authority: You represent and warrant to CLASS 15 that:
(i) You have all requisite power and authority, corporate or otherwise, to enter into this Agreement, conduct yourself and your business and to execute, deliver, and perform all of your obligations under this Agreement;
(ii) you have provided, and will continue to provide, information that is correct and current;
(iii) you are the owner—or the authorized agent of the owner—of your Content and your Member Comments (if You are a Community Member) and have full technical and editorial control of the same;
(iv) You have the right to grant the licenses granted under this Agreement;
(v) Your performance under this Agreement and/or the rights granted herein do not and will not conflict with or result in a breach or violation of any of the terms or provisions, or constitute a default under any contract or agreement, to which You are currently bound or will become bound in the future;
(vi)Your performance under this Agreement will comply with all applicable laws, rules and regulations (including, without limitation, export control, privacy and obscenity laws), domestic or foreign;
(vii) You will Participate solely for the purposes intended and expressly permitted.
20. Your Materials: You represent and warrant that Your Content or any other
information or material you submit or make available to others during your participation,
and CLASS 15's use thereof pursuant to this Agreement,
(i) do not and will not, directly or indirectly, violate, infringe or breach any duty toward or rights of any person or entity, including without limitation any copyright, trademark, service mark, trade secret, other intellectual property, publicity or privacy right;
(ii) do not contain Inappropriate Content;
(iii) are not fraudulent, misleading, hateful, tortuous, defamatory, slanderous, libelous, abusive, violent, threatening, profane, vulgar or obscene;
(iv) do not harass others, promote bigotry, racism, hatred or harm against any individual or group, promote discrimination based on race, sex, religion, nationality, sexual orientation or age, or otherwise interfere with another party's use of the CLASS 15 Website;
(v) do not promote illegal or harmful activities or substances (including without limitation activities that promote or provide instructional information about activities such as making or buying illegal weapons or substances);
(vi) are not illegal, unlawful or contrary to the laws or regulations in any state or country where, as applicable, your Content are created, displayed or accessed;
(vii) do not contain any computer programming routines or viruses (including without limitation time bombs, Trojan Horses, worms, Easter Eggs, drop dead devices or cancelbots) that are intended to damage, interfere with, intercept or expropriate any components of the CLASS 15 Website; or
(viii) do not constitute unsolicited bulk email, junk mail, spam or chain letters.
21. Your Actions: You represent and warrant that you will not, and will not
authorize or encourage any third party to, directly or indirectly:
(i) obtain any information or materials relating to the CLASS 15 Website through any means not intentionally made available by CLASS 15 to you, or attempt to gain unauthorized access to CLASS 15's database, technology, computer systems or networks associated with the CLASS 15 Website; or
(ii) engage in any activity that disrupts, diminishes the quality of, interferes with the performance of or impairs the functionality of the CLASS 15 Website.
- 22. Cooperation: You agree to cooperate fully with CLASS 15 to investigate any suspected or actual activity that is in breach of this Agreement. You acknowledge that any violation of any representations, warranties or agreements made by you in this Agreement may be a material breach of this Agreement and that CLASS 15 may pursue any and all applicable legal and equitable remedies against you, including an immediate suspension of this Agreement and the pursuit of all available civil or criminal remedies. CLASS 15 reserves the right to investigate, at its own discretion, any activity that CLASS 15 suspects may violate this Agreement.
- 23. Outside Links: The CLASS 15 Website may provide, or third parties may provide, links to other websites or resources. Because CLASS 15 has no control over such sites and resources, You acknowledge and agree that CLASS 15 is not responsible for the availability of such external websites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, services or other materials on or available from such websites or resources. You further acknowledge and agree that CLASS 15 shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such website or resource.
24. Indemnity: You will indemnify, defend and hold CLASS 15 and its officers,
directors, employees, shareholders, successors, agents, affiliates, subsidiaries and
applicable third parties (e.g., relevant content creators, advertisers, syndication
partners, referral partners, service providers, licensors, licensees, consultants and
contractors) (collectively, the "CLASS 15 Entities") harmless from and against any
claims, liabilities, losses, costs, damages or expenses (including reasonable attorneys'
fees and costs) directly or indirectly arising out of or in any way relating to: (i) Your
gross negligence or willful misconduct;
(ii) Your Content, or any other information or material you submit during your participation with the CLASS 15 Website;
(iii) Your conduct, including Your use of CLASS 15 Website or any other related actions;
(iv) any actual violation or breach of this Agreement, or allegation of such violation or breach by a third party, including breach of any representation made by you hereunder; or
(v) the alleged or actual violation or infringement of any intellectual property, privacy, publicity, confidentiality or proprietary rights of any third-party as a result of any action or Participation by you (collectively, the "Claims"). You are solely responsible for defending any such Claims, and for payment of losses, costs, damages or expenses resulting from the foregoing to both a third party and to the CLASS 15 Entities. CLASS 15 shall have the right, in its sole discretion, to select its own legal counsel to defend CLASS 15 from any Claims (but by doing so shall not excuse your indemnity obligations) and you shall be solely responsible for the payment of all CLASS 15's reasonable attorneys' fees incurred in connection therewith. You shall notify CLASS 15 immediately if you become aware of any actual or potential claims, suits, actions, allegations or charges that could affect your or CLASS 15's ability to fully perform their respective duties or to exercise its rights under this Agreement. You shall not, without the prior written approval of CLASS 15, settle, dispose or enter into any proposed settlement or resolution of any Claim (whether having been finally adjudicated or otherwise) brought against you, if such settlement or resolution results in any obligation or liability for CLASS 15.
- 25. No Guarantees: CLASS 15 makes no guarantees regarding the availability, operation, maintenance, timing or delivery of the CLASS 15 Website.
- 26. Warranty Disclaimers: Your use of the CLASS 15 Website is at your sole discretion and risk. The CLASS 15 Website and all materials, information, products and services included therein, are provide on an "AS IS" and "AS AVAILABLE" basis without warranties of any kind. THE CLASS 15 ENTITIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE CLASS 15 WEBSITE, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT OF PROPRIETARY RIGHTS, COURSE OF DEALING OR COURSE OF PERFORMANCE.
27. Additional Disclaimers: CLASS 15 disclaims any warranties: (i) regarding the
security, accuracy, reliability, timeliness and performance of the CLASS 15 Website;
(ii) regarding the goods, services, advise, information or links provided by any other entities;
(iii) that the CLASS 15 Website will meet your requirements; or
(iv) that the CLASS 15 Website will be error-free or that any errors will be corrected. No advice or information, whether oral or written, obtained by you from CLASS 15, shall create any warranty not expressly stated in this Agreement. CLASS 15 assumes no responsibility for:
(i) any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communication; and
(ii) any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any of the CLASS 15 Website, including any injury or damage to you or to any person's computer related to or resulting from Participation. Under no circumstances shall CLASS 15 be responsible for any loss or damage, including personal injury or death, resulting from your use of the CLASS 15 Website, from any Content posted on or through the CLASS 15 Website, or from the conduct of any users of the CLASS 15 Website, whether online or offline. Some states or jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to you.
THE CLASS 15 ENTITIES WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING LOSS OF USE, DATA OR PROFITS, COST OF PROCURING SUBSTITUTE PRODUCTS OR BUSINESS INTERRUPTION), WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE CLASS 15 WEBSITE, YOUR PARTICIPATION IN THE CLASS 15 PARTNER PROGRAM OR USE OF ANY MATERIALS AVAILABLE TO YOU FROM OR THROUGH THE CLASS 15 PARTNER PROGRAM (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT CLASS 15 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CLASS 15'S LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO CLASS 15 FOR THE CLASS 15 WEBSITE OR PARTICIPATION IN THE CLASS 15 PARTNER PROGRAM.Some states or jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you.
- 28. Waiver; Severability: The failure to require performance of any provision shall not affect CLASS 15's right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. If any portion of this Agreement is found to be unenforceable, such portion will be modified to reflect the parties' intention and only to the extent necessary to make it enforceable, and the remaining provisions of this Agreement will remain in full force and effect.
- 29. Relationship: You and CLASS 15 are independent contractors, and this Agreement, including but not limited to submission or distribution of any Content will not, in whole or in part, establish any relationship of partnership, joint venture, employment, franchise or agency between the you and CLASS 15. Neither party will have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent. Neither party is authorized to act as an agent or representative of the other or for or on behalf of the other party in any capacity other than as expressly set forth in this Agreement. Neither party shall in any manner advertise, represent or hold itself (or any of its agents) out as so acting or being authorized so to act, or incur any liabilities or obligations on behalf of, or in the name of, the other party, unless specifically provided for in this Agreement. Moreover, each party shall be solely responsible for the payment of all of its own taxes, assessments and all other similar withholdings from or assessments on any monies paid hereunder or in connection with the transactions contemplated hereby.
30. [This could be in a separate section]Digital Millennium Copyright Act:
30.1. 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):
30.1.1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
30.1.2. 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;
30.1.3. 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;
30.1.4. Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
30.1.5. 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
30.1.6. 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.
30.2. CLASS 15's designated “Copyright Agent” to receive notifications of claimed infringement is: ___________, email: email@example.com. 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 CLASS 15 customer service through _______________________. You acknowledge that if you fail to comply with all of the requirements of this Section _____, your DMCA notice may not be valid.
30.3. If you believe that your Content which has been removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the content in your Content, you may send a counter-notice containing the following information to the Copyright Agent:
30.3.1. Your physical or electronic signature;
30.3.2. Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
30.3.3. A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
30.3.4. Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Los Angeles, California, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
30.4. If a counter-notice is received by the Copyright Agent, CLASS 15 may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at CLASS 15's sole discretion.
- 31. Ability to Accept Terms of Service: You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and 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. In any case, you affirm that you are over the age of 13, as the CLASS 15 Website is not intended for children under 13. If you are under 13 years of age, then please do not use the CLASS 15 Website. There are lots of other great web sites for you. Talk to your parents about what sites are appropriate for you.
- 32. 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 CLASS 15 without restriction.
33. General: You agree that:
(i) the CLASS 15 Website shall be deemed solely based in California; and
YOU AND CLASS 15 AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE CLASS 15 WEBSITE MUST COMMENCE WITHIN ONE
(1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.