By using or visiting our website or any of our products, software, data feeds, and services provided to you on, from, or through the TELLYVIZION website (collectively the "Service"), you signify your agreement to (1) these terms and conditions (the "Terms of Service") and (2) our privacy policy (below). If you do not agree to any of these terms, please do not use the Service. We suggest that you periodically review these Terms of Service for their most up-to-date versions. We may, in our sole discretion, modify or revise these Terms of Service and policies at any time, and you agree to be bound by such modifications or revisions. Nothing in these Terms of Service shall be deemed to confer any third-party rights or benefits.

By accessing or using this website you are agreeing to the END USER LICENSE AGREEMENT & TERMS OF SERVICE (“TOS”, “EULA”, or “Agreement”) set forth herein. This website; all of its constituent pages as added and amended from time to time; all content on said website and any constituent page; all URL’s associated with or which lead to said website; all associated applications on any platform (including without limitation Android and IOS); all trade dress and monikers on said website; all intellectual property contained anywhere on said website (including without limitation all trademarks, service marks, copyrights, and patents); the source and any other code; all design elements and renditions; copies of any of the foregoing; and to the extent not heretofore listed all of content set forth on each and every page of the website, including without limitation all copy, marks, monikers, logos, trade dress, processes, information, and intellectual property; are, collectively and individually, the sole and exclusive property of Tellyvizion Inc.(“Service Provider”). You, the user, and any of your agents, representatives, assignees, employees, partners, designees, or persons to whom you have given access to the Site and the Services (whether intentionally, knowingly, negligently, or otherwise) may referred to as “user”, “User”, “You” or “Licensee”. THIS IS A BINDING, LEGAL CONTRACT BETWEEN YOU AND SERVICE PROVIDER. THIS AGREEMENT GOVERNS YOUR ACCESS TO AND USE OF THE SERVICES (AS DEFINED BELOW). YOUR USE OF THE SERVICES PROVIDED BY OR THROUGH THIS WEBSITE CONSTITUTES ACCEPTANCE OF THIS AGREEMENT. IF YOU OBJECT TO ANY PART OR PORTION HEREOF DO NOT USE THE SERVICES.

These Terms of Service apply to all users of the Service, including users who are also contributors of Content on the Service. “Content” includes the text, software, scripts, graphics, photos, sounds, music, videos, audiovisual combinations, interactive features and other materials you may view on, access through, or contribute to the Service. The Service includes all aspects of TELLYVIZION, including but not limited to all products, software and services offered via the TELLYVIZION website. The Service may contain links to third party websites that are not owned or controlled by us. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third party websites. In addition, we will not and cannot censor or edit the content of any third-party site. By using the Service, you expressly relieve us from any and all liability arising from your use of any third-party website. Accordingly, we encourage you to be aware when you leave the Service and to read the terms and conditions and privacy policy of each other website that you visit.

Service Provider the services set forth more specifically on the Site (as defined below) and/or as set forth on attached Exhibit A which is incorporated herein as if repeated verbatim (collectively “the Services”).

In order to access some features of the Service, you will have to create a TELLYVIZION profile. You may never use another's profile without permission. When creating your profile, you must provide accurate and complete information. You are solely responsible for the activity that occurs on or through your profile, and you must keep your profile password secure. You must notify us immediately of any breach of security or unauthorized use of your profile. Although we will not be liable for your losses caused by any unauthorized use of your profile, you may be liable for the losses of TELLYVIZION or others due to such unauthorized use.

TELLYVIZION hereby grants you permission to access and use the Service as set forth in these Terms of Service, provided that
(a) you agree not to distribute in any medium any part of the Service or the Content without our prior written authorization, unless we make available the means for such distribution through functionality offered by the Service (implied consent),
(b) you agree not to alter or modify any part of the Service, or
(c) you agree not to access Content through any technology or means other than the functionality of the Service itself or other explicitly authorized means we may designate. You agree not to use the Service for any of the following commercial uses, unless you obtain our prior written approval
(d) the sale of access to the Service,
(e) the sale of advertising, sponsorships, or promotions placed on or within the Service or Content or (f) the sale of advertising, sponsorships, or promotions on any page of our website containing Content delivered via the Service. Prohibited commercial uses do not include
(g) uploading a pre-authorized, original video to TELLYVIZION (see the authorization terms specifically governing the uploading of Content) or
(h) any use that we expressly authorize in writing. You agree not to use or launch any automated system, including without limitation, "robots," "spiders," or "offline readers," that accesses the Service in a manner that sends more request messages to the TELLYVIZION 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. Notwithstanding the foregoing, we grant the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials. We reserve the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including Profile names, from the Service, nor to use the any systems provided by the Service (e.g., comments, email) for any unauthorized commercial solicitation purposes. You agree not to solicit, for commercial purposes, any users of the Service with respect to their Content. In your use of the Service, you will comply with all applicable laws. We reserve the right to discontinue any aspect of the Service at any time.

In addition to the general restrictions above, the following restrictions and conditions apply specifically to your use of Content. The Content on the Service, and the trademarks, service marks and logos ("Marks") on the Service, are owned by or licensed to us, subject to copyright and other intellectual property rights under the law. Content is provided to you AS IS. You may access Content for your information and personal use solely as intended through the provided functionality of the Service and as permitted under these Terms of Service. You shall not download any Content unless you see a “download” or similar link displayed by us on the Service for that Content. You shall not copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any Content for any other purposes without the prior written consent of . TELLYVIZION and its licensors reserve all rights not expressly granted in and to the Service and the Content. You agree not to circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Service or the Content therein. You understand that when using the Service, you will be exposed to Content from a variety of sources, and that we are not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Content. You further understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against us with respect thereto, and, to the extent permitted by applicable law, agree to indemnify, defend and hold harmless TELLYVIZION, its owners, operators, affiliates, licensors, and licensees to the fullest extent allowed by law regarding all matters related to your use of the Service.

As a TELLYVIZION Profile holder, you may submit Content to the Service, including videos and user comments, subject to the additional terms and conditions that may govern such submissions. You understand that we do not guarantee any confidentiality with respect to any Content you submit. You shall be solely responsible for your own Content and the consequences of submitting and publishing your Content on the Service. You affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to publish Content you submit; and you license to us all patent, trademark, trade secret, copyright or other proprietary rights in and to such Content for publication on the Service pursuant to these Terms of Service. For clarity, you retain all of your ownership rights in your Content. By submitting Content to us, you hereby grant TELLYVIZION a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the Content in connection with the Service and our (and its successors' and affiliates') business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the Service a non-exclusive license to access your Content through the Service, and to use, reproduce, distribute, display and perform such Content as permitted through the functionality of the Service and under these Terms of Service. The above licenses granted by you in video Content you submit to the Service terminate within a commercially reasonable time after you remove or delete your videos from the Service. You understand and agree, however, that we may retain, but not display, distribute, or perform, server copies of your videos that have been removed or deleted. The above licenses granted by you in user comments you submit are perpetual and irrevocable. You further agree that Content you submit to the Service will not contain third party copyrighted material, or material that is subject to other third party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to post the material and to grant us all of the license rights granted herein. We do not endorse any Content submitted to the Service by any user or other licensor, or any opinion, recommendation, or advice expressed therein, and we expressly disclaim any and all liability in connection with Content. We do not permit copyright infringing activities and infringement of intellectual property rights on the Service, and we will remove all Content if properly notified that such Content infringes on another's intellectual property rights. We reserve the right to remove Content without prior notice.

We will terminate a user's access to the Service if, under appropriate circumstances, the user is determined to be a repeat infringer. We reserve the right to decide whether Content violates these Terms of Service for reasons other than copyright infringement, such as, but not limited to, pornography, unreasonable obscenity, or excessive length. We may at any time, without prior notice and in its sole discretion, remove such Content and/or terminate a user's Profile for submitting such material in violation of these Terms of Service.

If you are a copyright owner or an agent thereof and believe that any Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our DMCA Agent (info below) with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
(a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(b) 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;
(c) 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;
(d) information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
(e) 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
(e) 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. You may direct copyright infringement notifications to our DMCA Agent at email: copyrightclaims@tellyvizion.com or fax: 855-614-1111. You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid. If you believe that your Content that was 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 material in your Content, you may send a counter-notice containing the following information to the Copyright Agent
(f) your physical or electronic signature;
(g) 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;
(h) 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
(i) your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in New York, and a statement that you will accept service of process from the person who provided notification of the alleged infringement. If a counter-notice is received by the DMCA Agent, we 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 ten
(j) 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 ten
(k) to fourteen
(l) business days or more after receipt of the counter-notice, at our sole discretion.

You agree that your use of the services shall be at your sole risk. to the fullest extent permitted by law, tellyvizion, its officers, directors, employees, and agents disclaim all warranties, express or implied, in connection with the services and your use thereof. we make no warranties or representations about the accuracy or completeness of this site's content or the content of any sites linked to this site and assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content,
(ii) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of our services,
(iii) any unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein,
(iv) any interruption or cessation of transmission to or from our services,
(iv) any bugs, viruses, trojan horses, or the like which may be transmitted to or through our services by any third party, and/or
(v) any errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available via the services. we do not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the services or any hyperlinked services or featured in any banner or other advertising, and we will not be a party to or in any way be responsible for monitoring any transaction between you and third-party providers of products or services. as with the purchase of a product or service through any medium or in any environment, you should use your best judgment and exercise caution where appropriate.

In no event shall tellyvizion, its officers, directors, employees, or agents, be liable to you for any direct, indirect, incidental, special, punitive, or consequential damages whatsoever resulting from any (i) errors, mistakes, or inaccuracies of content,
(ii) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of our services,
(iii) any unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein,
(iv) any interruption or cessation of transmission to or from our services,
(iv) any bugs, viruses, trojan horses, or the like, which may be transmitted to or through our services by any third party, and/or
(v) any errors or omissions in any content or for any loss or damage of any kind incurred as a result of your use of any content posted, emailed, transmitted, or otherwise made available via the services, whether based upon warranty, contract, tort, or any other legal theory, and whether or not the company is advised of the possibility of such damages. the foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction. you specifically acknowledge that tellyvizion shall not be liable for content or the defamatory, offensive, or illegal conduct of any third party and that the risk of harm or damage from the foregoing rests entirely with you. the service is controlled and offered by us from our facilities in the united states of america. we make no representations that the service is appropriate or available for use in other locations. those who access or use the service from other jurisdictions do so at their own volition and are responsible for compliance with local law.

To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless TELLYVIZION, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from:
(a) your use of and access to the Service;
(b) your violation of any term of these Terms of Service;
(c) your violation of any third party right, including without limitation any copyright, property, or privacy right; or
(d) any claim that your Content caused damage to a third party. This defense and indemnification obligation will survive these Terms of Service and your use of the 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 Service is not intended for children under 13. If you are under 13 years of age, then please do not use the Service.

These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction.

When using our website, you are trusting us with your information. We collect information to provide better services to all of our users and the information we collect includes: (a) information you give us and (b) information we get from your use of our services. Information we may collect when you visit our website may be associated with your Profile. When information is associated with your Profile, we treat it as personal information. We, for example, may also use your information to offer you specific content and other offerings. When you contact us, we may keep a record of your communication to help solve any issues you might be facing. We may use your email address to inform you about our services. We use information collected from cookies and other technologies to improve your user experience and the overall quality of our services. We intend to ask for your consent before using information for a purpose other than what we think we have not informed you prior, but we will not be deemed in breach of any obligation to you if we inadvertently fail to do so. Remember that when you share information publicly, it may be indexable by search engines. If your information is wrong or changes, we suggest that you update it as soon as you can. When updating your personal information, we may ask you to verify your identity before we can act on your request. Where we can provide information access and correction, we will do so for free, except where it would require a disproportionate effort. We aim to maintain our services in a manner that protects information from accidental or malicious destruction. Because of this, after you delete information from our servers, we may not immediately delete residual copies from our active servers and may not remove information from our backup systems. We do not share personal information with companies, organizations and individuals unless (c) we have at least your implicit consent, (d) for external processing by a trusted business, or (e) for legal reasons.
We may share non-personally identifiable information publicly and with others. If we are involved in a merger, acquisition or asset sale, we will continue to ensure the confidentiality of any personal information and will endeavor to give affected users notice before personal information is transferred or becomes subject to a different privacy policy. For clarity, our privacy policy does not cover the information practices of other companies and organizations. Although our privacy policy may change from time to time, we will not reduce your rights under the privacy policy without your explicit consent.
You acknowledge that Service Provider may collect personally identifiable, confidential, proprietary, trade secret, intellectual property, business, financial, and similar information of Licensee (“Licensee Proprietary Information”). Except as set forth elsewhere in this Agreement, Service Provider shall not knowingly sell, rent, lease, transfer, or disclose any Licensee Proprietary Information unless (i) you consent to such sale, lease, transfer, or disclosure; (ii) sale, lease, transfer, or disclosure by Service Provider is necessary to the provision of the Services; or (iii) as necessary due to your breach of this Agreement. Service Provider may change the provisions of this section as it deems necessary in its sole discretion and shall provide notice by posting on the Site.

You agree that:
(a) the Service shall be deemed solely based in New York; and (b) the Service shall be deemed a passive website that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than New York. These Terms of Service shall be governed by the internal substantive laws of the State of New York, without respect to its conflict of laws principles. Any claim or dispute between you and TELLYVIZION that arises in whole or in part from the Service shall be decided exclusively by a court of competent jurisdiction located in New York, New York. These Terms of Service and any other legal notices published by us on the Service, shall constitute the entire agreement between you and TELLYVIZION concerning the Service (except in cases where additional terms and conditions may be applicable in the operation or function of a specific portion of the Service). If any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. No waiver of any term of this these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision. We reserve the right to amend these Terms of Service at any time and without notice, and it is your responsibility to review these Terms of Service for any changes. Your use of the Service following any amendment of these Terms of Service will signify your assent to and acceptance of its revised terms. you and tellyvizion agree that any cause of action arising out of or related to the services must commence within one (1) year after the cause of action accrues. otherwise, such cause of action is permanently barred.

The Site includes www.tellyvizion.com, all of its constituent pages, all content on said websites and any constituent page, all URL’s associated with or which lead to said websites, all associated applications on any platform (including without limitation Android and IOS), all trade dress and monikers on said websites, all of Service Provider’s intellectual property contained anywhere on said websites (including without limitation all trademarks, service marks, copyrights, and patents), the source and any other code, design elements, renditions, and copies of any of the foregoing. The Site further includes all amendments, modifications, and changes of any nature whatsoever to the foregoing.

Service Provider offers the Services in the versions and for the prices set forth on the Site. Service Provider may change the pricing at any time and in its sole discretion.

User shall be solely responsible for and shall indemnify Service Provider and hold it harmless from, any costs, including without limitation carrier rates and fees, associated with accessing the Site or using the Services from a mobile device. If Service Provider offers a mobile application, it may have different functionality from that available on the Site.

If applicable, one or more individuals may be designated as the administrator of an account (“Administrators”). Service Provide may assign special or exclusive functionality to Administrators, including without limitation the right to add or remove additional Users, restrict the access or use of non-Administrator Users, or prohibit non-Administrative Users from purchasing goods or services or otherwise engaging in transactions on the Site. Any non-Administrator User agrees to hold Service Provider harmless and indemnify it from any claim, loss, injury, damages, or cause of action arising from such non-Administrator User’s restricted access to or use of the Site and the Services.

Payment for the Services or for any goods or products ordered through the Services or on the Site is due at the time of the placement of any order and must be made through the payment portal accessible on the Site. Service Provider is not obligated to accept any other form of payment. If payment is accepted by cash, check, or money order, acceptance shall be subject to any additional conditions imposed by Service Provider in its sole discretion. All payments shall be made in United States dollars unless otherwise denoted by Service Provider. Service Provider may, in its sole discretion, refuse to contract with any user. An order placed on the Site constitutes an offer to purchase the selected product(s) and service(s). Acceptance is in Service Provider’s sole discretion and may be communicated by either (i) an email or other writing confirming placement of the order or (ii) substantial fulfillment of the order. No contract between the parties shall be deemed created until the purchased goods are shipped and/or commencement of the rendering of any service and such contract thereafter shall only apply to such shipped goods and/or services performed. To the extent applicable at law or in equity, user waives any claim or action for breach of express or implied contract (including without limitation quasi-contract actions). Order are subject to availability of the product(s) and/or service(s) as well as price confirmation. Prices are subject to change at any time. If a price set forth on the Site is erroneous and such error is discovered after Licensee’s acceptance, Service Provider shall promptly notify the user, the contract shall be deemed void, and unless the user opts to accept the goods and/or services at the correct price Service Provider shall promptly issue a refund to user. You are responsible for all shipping, handling, and related charges. Service Provider is not responsible for shipment delay or failure caused by a third-party shipper or force majeure.

Placement of an order constitutes the acknowledgement and representation of the user that (i) it is over the age of eighteen (18) and otherwise eligible to use the Site, (ii) it is authorized to use the credit card or other method of payment through which payment is remitted, (iii) use of the payment method will not violate any agreement between the User and the payment method provider, and (iv) there are sufficient funds in the account with the payment method provider to remit payment in full to Service Provider. Credit cards may be debited immediately upon provision by user of the required information. A declined or refused credit card shall be deemed a failure of consideration and shall excuse any further action (or omission) by Service Provider. Service Provider is neither the agent nor the principal with respect to any third party with which user may enter into a contract, shall not be bound by any third-party contract, and shall have no liability thereunder.

If a payment method is denominated in a currency other than United States Dollars, User shall be responsible for all conversion fees and related fees and shall hold Service Provider harmless and indemnify it for same. User assumes the sole risk of loss with respect to all foreign currency transactions and conversions.

Service Provider shall be under no obligation to refund any payment once remitted.

You shall provide true, accurate, current, and complete information as prompted by the Site and shall update such information from time to time as is necessary. The provision of false, inaccurate, or incomplete information or failure to maintain current information shall be grounds for the immediate termination of this Agreement. You agree only you will use any account created with your subscription and that you will not share any access information, including without limitation your login or password, with any third party. You are solely responsible for maintaining the security of your login and password and agree to indemnify Service Provider for any loss, damage, claim, liability, or cause of action occasioned using such login and password by any third parties. If you believe your account information has been compromised, you are required to notify us immediately.

Service Provider reserves the right to verify the identification of any User at any time. Verification may be by validation using third-party databases as well as government or other legal documents. You authorize Service Provider to make inquiries reasonably necessary to confirm individual identity as well as the identities of any corporate entity User.

The Services may, but will not necessarily, be accessed via one or more third party accounts. You agree to abide by the terms and conditions that govern such third-party account and to hold Service Provider harmless from any cause of action, liability, loss, injury, or damage caused using such third-party provider or a violation of any terms of service of such third-party provider.

Service Provider may but shall under no circumstances be required to make gift or promotional offers of the Services. Any gift or promotional offers shall be pursuant to such additional terms and conditions as Service Provider shall announce in writing on the Site. Service Provider may terminate any gift or promotional offer at any time in its sole and absolute discretion. In the event of a conflict between the terms and conditions associated with a gift or promotional offer and this Agreement, the provisions of this Agreement shall control.

a. Equipment. You are solely responsible for providing the equipment necessary to access and use the Site and the Services, including without limitation any computer, drive, software, hardware, application, modem, and internet connection. Service Provider shall not be responsible for any fees paid or accrued by you to access the internet. You agree to hold Service Provider harmless from any damage to such equipment regardless of the cause of such damage. b. Content. All information, data, text, software, graphics, voice or sound files, photographs, videos, depictions, messages, emails, chats, text messages, documents, and other such materials (“Content”) of Licensee or any third party used on or transmitted by or through (i) the Site or (ii) the use of the Services shall be the sole and exclusive property of Licensee or such third party as appropriate. Service Provider does not warrant or guaranty the accuracy, integrity, quality, veracity, or appropriateness for any purpose of such Content, and shall be held harmless and indemnified by Licensee for any damages caused by or arising out of the use, reliance on, or application of the Content, including without limitation damages caused by errors, omissions, inaccuracies, negligence, misrepresentations, or fraud. c. Prohibited Content. You shall not post on the Site, on your own behalf or on behalf of any third party, and shall not permit others to post on the Site, any Content that, in whole or in part: (a) Is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, invasive of another’s privacy, or hate speech;(b) misrepresents the actual identity of a person, or misrepresents or falsely represents an affiliation with a person or entity; (c) constitutes advertising, promotional material, junk mail, spam, a chain letter, pyramid scheme, or an unauthorized solicitation; (d) is infected by or contains viruses, malware, spyware, worms, or any other code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer, software, hardware, program, or telecommunications equipment; (e) is likely to interfere with or disrupt the Site or the Services, or any server or network connected thereto, or is inconsistent with any requirements, policies, procedures, or requirements of networks connected to the Site or the Services; (f) violates any federal, state, or local law, statute, regulation, rule, code, or ordinance, or otherwise applicable laws regarding transmission of technical data; or (g) imposes an unreasonable or disproportionate workload on Service Provider, the Site, or the Services. Service Provider shall not prescreen any Content but reserves the right to remove without notice any Content that Service Provider deems, in its sole discretion, to constitute Prohibited Content as herein defined. d. Content Containing Intellectual Property. With respect to any Content containing trademarks, trade secrets, copyrights, patentable or patented information or processes, or other intellectual property of any nature whatsoever that you post, upload, publish, or otherwise add to the Site, You represent and warrant that (i) You own and/or are authorized to post, upload, publish, or otherwise add the intellectual property to the Site; (ii) You are solely responsible for any use, publication or other fees or royalties of any nature whatsoever arising out the Content being posted to or used on or with the Site, and You will hold Service Provider harmless and indemnify it from any and all such fees; and (iii) You are solely responsible for any damages, injuries, or losses claimed by any third party alleging any violation of its use or ownership rights with respect to the Content, and You shall indemnify Service Provider and hold it harmless for any damages incurred by Service Provider arising out of such third-party claim, including without limitation Service Provider’s reasonable attorneys’ fees and costs. e. Content Modification. You acknowledge and specifically authorize Service Provider to change, alter, or modify the Content as necessary to transmit it over one or more networks and to conform and adapt it, the Site, or the Services to any technical requirements of connecting networks, devices, hardware, software, and the like. f. Disclosure of Content. Service Provider may preserve and disclose Content (i) when it is or reasonably determines that it is obligated to preserve and/or disclose Content pursuant to any applicable international, treaty, federal, state, or local law, statute, code, rule, regulation, or ordinance; (ii) to comply with any legal process; (iii) to enforce the terms of this Agreement; (iv) to respond to complaints or claims that the Content violates any third party rights; (v) to protect any right or property of Service Provider; and (vi) to protect the personal safety or property of any user of the Site or the Services. g. Storage. Service Provider does not warrant or guarantee continued access to any Content transmitted to or stored on the Site or used in any manner on the Site or as part of the provision of the Services, and this Agreement further expressly excludes any warranty that such Content will not be lost, damaged, or destroyed. Service Provider shall not maintain a copy, in whole or in part, of any Content, and further shall be held harmless in the event of a failure to store any Content. Service Provider assumes no responsibility for, and shall be held harmless in the event of, any injury or damage to you arising out of the deletion or failure of communications, addresses, or personalization settings. h. Bots Prohibited. User will not use robots, bots, spiders, scrapers, or other automated means to access the Site and shall not access audiovisual content except via streaming. User shall further not attempt to interrupt or decipher transmissions to or from the servers running the Site or collect or harvest personally identifiable information, including without limitation account names and payment information. i. Comments. Comments left by users on the site shall conform to the content requirements set forth herein. User comments are not the statements or representations of Service Provider and Service Provider assumes no liability for same. Service Provider may, but is not required to, remove any user comment at any time in Service Provider’s sole and absolute discretion.

User shall not access the Site or use the Services, in whole or in part, for building a similar program or application or performing or publishing benchmark or other tests relating to the Site and/or the Services. Nothing in this Agreement shall be construed to grant a license of any Service Provider intellectual property right expressly, by estoppel, implication, or otherwise.

Service Provider may (i) establish general practices and use limits concerning the Site and the Services, (ii) limit the size of communications that may be transmitted through the Site and the Services, (iii) limit the amount of Content that may be stored or processed by you on or through the Site, (iv) limit your access to the Site as may be necessary and reasonable under the circumstances, (v) change or modify its general practices in its sole discretion and without notice to you, (vi) change or modify the Site, these TOS, or the Services in its sole discretion and without notice to you, (vii) quarantine prohibited Content; (viii) modify domain and user settings in its sole discretion and without notice to you (including without limitation modifications designed to eliminate spam or bulk mail); and (ix) modify, suspend, or discontinue the Site or the Services as necessary for routine maintenance, extraordinary repairs, or due to an attack by hackers or other third party.

In the event of your breach of any term of this Agreement, Service Provider, in its sole discretion, may suspend or terminate your account (including without limitation deactivation of your password) and remove and discard the Content, and delete any records concerning or associated with your use of the Site or the Services. You agree that you are not entitled to any refund in the event of termination, and that you will indemnify Service Provider and hold it harmless from any costs of any nature whatsoever caused by or attributable in whole or in part to such termination.

User grants Service Provider an irrevocable, perpetual license to retain and use to the extent permitted by applicable law (but without publication or distribution) server and archival copies of User’s content.

The Site, the Services, and any software, hardware, platform, server, code, or other materials used in connection with the Site and the Services (collectively “the Proprietary Materials”) all of which are owned by Service Provider and/or its affiliates contain proprietary and confidential information not available to the public and protected by intellectual property and trade secret laws, including without limitation the Uniform Trade Secrets Act as well as trademark and copyright protections. Subject to your continued compliance with the terms of this Agreement, including without limitation payment of all sums due hereunder, Service Provider hereby grants to you a non-exclusive, non-transferable, limited license to use the Site and the Services on a computer. You shall not, by or through any representative, agent, employee, director, officer, shareholder, partner, member, or third party, reverse engineer, reverse assemble, attempt or purport to discover any source code; sell, assign, sublicense, grant a security interest in or otherwise transfer any right in or to the Proprietary Materials; copy, modify, rent, lease, loan, sell, distribute, or create derivative works of (or based on) the Proprietary Materials, in whole or in part; or use modified versions of the Proprietary Materials, including without limitation obtaining unauthorized access to the Site or the Services. You may access the Site only through the interfaces provided by or through Service Provider.

Pursuant to the Defend Trade Secrets Act, 18 U.S.C. § 1832, a disclosure of information is immune from prosecution or civil action if (i) it is made (A) in confidence to a Federal, State, or local government official or an attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed under seal in a lawsuit or other proceeding.

The parties acknowledge that any breach of (i) Service Provider’s rights in and to its Proprietary Property or (ii) the intellectual property protection provisions of this Agreement are such that legal remedies alone would be insufficient to protect Service Provider’s rights and interests. The parties further agree that in the event of a breach or potential breach of the Service Provider’s Proprietary Property rights or any intellectual property protection section of this Agreement, Service Provider may petition any court of competent jurisdiction for a restraining order, injunction, or such other equitable remedy as it may deem appropriate, and Licensee expressly waives any defense to the inapplicability or inappropriateness of such equitable remedies. Service Provider shall under no circumstances be required to post a bond, and user hereby waives any right to demand same.

Certain third parties may offer products and services through the Site. Service Provider does not employ, supervise, direct, or control any such third party and is not a partner or joint venture of same. Service Provider does not and shall not be required to obtain, record, or publish feedback or comments with respect to any third party. Each third party is solely responsible for the products or services it offers, and Service Provider shall not be a party to any contract or quasi-contract, whether oral, written, express, or implied, between User and such third-party. Service Provider makes no warranty, guaranty, or representation concerning the availability, quality, fitness, safety, or suitability of or with respect to any such product or service or of the person or entity that offers, provides, or sells such product or service and expressly disclaims any such warranties, express or implied, including without limitation any implied warranties of fitness for a particular purpose or merchantability. You agree to indemnify Service Provider and hold it harmless from any loss, liability, damage, injury, or cause of action caused by or attributable to, in whole or in part, any negligent, grossly negligent, reckless, intentional, or willful act or omission of such third-party product or service provider. Service Provider does not warrant that the information, assistance, advice, or consultation provided by any third party is accurate, beneficial, or will produce a desired result. Furthermore, Service Provider does not warrant or represent that any third party is qualified to provide any specific information or advice. All such information, assistance, advice, and consultation are provided “AS IS” and subject to the warranty disclaimers set forth below. Users agree to indemnify Service Provider and hold it harmless from any claim, cause of action, injury, loss, or damage caused by or alleged to be caused by the information, recommendations, counsel, or advice provided by any Third party.

User hereby forever releases Service Provider, its owners, members, managers, directors, officers, affiliates, subsidiaries, joint ventures, employees, representatives, and agents from any loss, injury, damages, or claims arising out of any relationship or dispute between User and (i) any other user or (ii) any third-party provider.

User hereby waives the protections of California Civil Code § 1542 and any analogous provision of law in any other jurisdiction that says in the following or in similar language: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

User may, but is not obligated to, grant Service Provider, its agents, contractors, and or/employees, access to User’s computer, hardware, software, and files for Service Provider to render the Services. User hereby agrees that Service Provider shall not be responsible or liable for any damages, data loss, data breach, or other property or other injury of any nature whatsoever arising from, in whole or in part, Service Provider’s remote access and indemnifies and holds Service Provider, its owners, shareholders, members, partners, directors, officers, agents, employees, and contractors, harmless from all damage associated with the implementation and sue of remote access.

USE OF THE SITE AND THE SERVICES IS AT YOUR SOLE AND EXCLUSIVE RISK. THE SITE AND THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". SERVICE PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, GUARANTEES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ACCURACY, TITLE, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ANY GOODS OR TANGIBLE MATERIALS PROCURED OR OBTAINED THROUGH THE WEBSITE, REGARDLESS OF ORIGIN, MANUFACTURER, OR PRODUCER, ARE PROVIDED “AS IS” AND “AS AVAILABLE”. SERVICE PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, GUARANTEES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SERVICE PROVIDER MAKES NO WARRANTY THAT (i) ANY INFORMATION OR ADVICE OBTAINED FROM THE USE OF THE SITE OR THE SERVICES WILL BE ACCURATE OR RELIABLE, (ii) THE QUALITY OF ANY SERVICES OR INFORMATION OBTAINED BECAUSE OF THE USE OF THE SITE OR THE SERVICES WILL MEET LICENSEE’S EXPECTATIONS, AND (iii) ANY ERRORS THAT IMPAIR THE FUNCTIONALITY OF THE SITE OR THE SERVICES WILL BE REPAIRED. LICENSEE ASSUMES ALL RISK OF LOSS FROM DAMAGE TO ITS COMPUTERS, SOFTWARE, HARDWARE, DRIVES, CODE, DATA, INFORMATION, CONTENT, INTELLECTUAL PROPERTY, AND OTHER PROPERTY OF ANY NATURE WHATSOEVER CAUSED IN ANY MANNER OR BY ANY METHOD FROM MATERIAL TRANSMITTED, RECEIVED, DOWNLOADED OR OTHERWISE OBTAINED OR SENT USING THE SITE. YOU ASSUMES ALL RISK OF LOSS CAUSED BY VIRUSES, MALWARE, WORMS, OR OTHER PROGRAMS OR MATERIALS TRANSMITTED BY OR THROUGH THE SITE.

Any warranty disclaimers in this Agreement do not apply to the extent that they are otherwise void or disallowed pursuant to the law of a jurisdiction whose laws apply to the interpretation or enforcement hereof, but nothing herein shall alter or change any choice of law provisions set forth in this contract. Any limitations imposed by such jurisdiction on warranty disclaimers are incorporated herein by reference to the limited extent required by law without waiving or amending any choice of law provision set forth in this contract.

In no event shall Service Provider be liable to you for any incidental, indirect, special, consequential, or punitive damages, regardless of the nature of the claim or liabilities to third parties arising from any source, even if a party to this Agreement has been advised of the possibility of damages.

In addition to any other indemnification obligations as set forth in this Agreement, you (“the Indemnifying Party”) shall indemnify and hold harmless Service Provider, its officers, directors, employees, shareholders, agents, partners, members, successors, and assigns (each “an Indemnified Person”) from and against any and all demands, claims, causes of action, losses, damages, liabilities, costs, and expenses (including, without limitation, attorneys’ fees) asserted by any third party against an Indemnified Person, resulting from any breach of the Indemnifying Party’s representations and warranties, any breach or non-fulfillment in the performance of the Indemnifying Party’s covenants and agreements, or negligence by the Indemnifying Party or an agent or independent contractor of the Indemnifying Party in connection with the performance of the Indemnifying Party’s covenants and agreements hereunder. Such indemnification obligation shall include without limitation claims and liabilities arising out of the transmission, use, or posting of Content; use of the Site or the Services; connection to and transmission of Content to or from the Site; your violations of this Agreement; and your violations of any third party’s rights, including without limitation any third party’s intellectual property rights.

IN THE EVENT OF ANY DISPUTE BETWEEN THE PARTIES, THE PARTIES HEREBY VOLUNTARILY AND KNOWINGLY WAIVE THE RIGHT TO A TRIAL BY JURY ON ANY ISSUE AND IN ANY CAUSE OF ACTION.

In the event of a dispute between the parties, resolution of same, whether by arbitration, litigation, or otherwise, shall proceed solely on an individual basis. You hereby waive any right to assert any claim or cause of action on a class action basis or on bases involving claims brought in a purported representative capacity on behalf of others. Claims may not be joined or consolidated unless agreed to in writing by all parties. No award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party.

This site is not intended for users under 13 years of age.

Service Provider maintains a conspicuous Privacy Policy set forth below which is incorporated into this Agreement as if repeated verbatim.

You represent and warrant that you are not (i) a citizen or resident of any geographic area in which access to the Site or use of the Services is prohibited by statute, code, law, regulation, decree, treaty, proclamation, or administrative act; (ii) a city of resident of any geographic area, nation, country, or geopolitical subdivision subject to United States embargo or sanction; (iii) an individual, entity, or employee, agent, or representative of an individual or entity identified by the United States Department of Commerce’s Denied Person or Entity List, the United States Department of Treasury’s Specifically Designated Nationals or Blocked Persons Lists, or the United States Department of State’s Debarred Parties List ; or (iv) otherwise ineligible to access the Site or use the Services in accordance with United States’ export laws, applied sanctions, or economic regulations. You agree to immediately discontinue accessing and using the Site and Services if at any time you become ineligible to do so as set forth above.

Pursuant to the U.S. Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001, et seq.), this Agreement is deemed executed on the date of and by your clicking to (i) accept these Terms of Service, (ii) create an account, or (iii) submit any payment to Service Provider.

Pursuant to the Digital Millennium Copyright Act (“DMCA”), Copyright owners and their agents who believe any Content infringes on their rights may submit written notice to our DMCA Agent containing the following information (see 17 U.S.C § 512(c)(3): (i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) 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; (iii) 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; (iv) information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail; (v)  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 (vi) 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. You may direct copyright infringement notifications to our DMCA Agent at email: copyrightclaims@tellyvizion.com or fax: 855-614-1111. You acknowledge that if you fail to comply with all the requirements of this Section, your DMCA notice may not be valid. If You believe that your Content that was 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 material in your Content, You may send the Copyright Agent a counter-notice containing the following information: (a) your physical or electronic signature; (b) 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; (c) 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 (d) your name, address, telephone number, and e-mail address, a statement that You consent to the jurisdiction of the federal court in New York County, New York, and a statement that You will accept service of process from the person who provided notification of the alleged infringement. If a counter-notice is received by the DMCA Agent, we 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 ten 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 up to fourteen business days or more after receipt of the counter-notice, at our sole discretion.

You agree that any notices, contracts, or other communications from Service Provider may be provided by electronic instead of paper means. You further represent that (i) you have read and understood this consent and (ii) you have the hardware and software necessary to receive electronic notices. This consent will remain in effect until withdrawn by you by contacting Service Provider. At the time of withdrawal of consent, your right to access the Site and use the Services will be terminated effective immediately. You agree to give us a reasonable time to comply with the withdrawal of consent and to continue to receive electronic notifications during such period.

Failure of a party to enforce any provision of this Agreement shall not constitute a waiver of such provision or of the right of a party at any time to avail itself of such remedies as it may have for any breach or breaches of such provision. The provisions of this Agreement are severable. Should any part or portion hereof be deemed void or unenforceable by a court of competent jurisdiction, the remaining parts and portion shall remain in full force and effect. This Agreement represents the entire understanding by and between the parties and supersedes any other representations, promises, or statements not wholly consistent herewith. This Agreement may only be modified by a writing signed by both parties. The parties acknowledge the receipt and sufficiency of the consideration set forth in this Agreement. This Agreement shall be construed pursuant to the laws of New York State without regard to its conflict of law provisions. Any lawsuit brought to interpret or enforce the terms of this Agreement shall be filed in the appropriate state or federal court with jurisdiction and venue over New York County, New York. The parties hereby waive any defense of improper venue, lack of personal jurisdiction, or forum non conveniens. You warrant that you read the foregoing Agreement, understand and acknowledge each of its provisions, have the authority to execute this Agreement on your own behalf as well as on behalf of any entity or third-party signatory, and agree on your behalf and on behalf of any entity or third-party signatory to be bound by the terms and conditions herein. Service Provider shall be entitled to recoup from you its costs, including without limitation its reasonable attorneys’ fees, in bringing or defending any lawsuit or other proceedings that concern in whole or in part the enforcement and/or interpretation of this Agreement. Service Provider shall not be liable if the performance of any obligation of Service Provider hereunder is rendered impossible by any circumstance beyond its control and not created by its own act or omission, including flood, fire, and other natural disasters, war, riot or social unrest, work stoppage, act of terrorism, and Acts of God. Service Provider shall resume performance pursuant to the provisions of this Agreement upon the abatement of the force majeure. Any notice required to be given to Licensee may be made, in Service Provider’s sole discretion, by posting same conspicuously on the Site or by email to any email address provided by you. Notice to Service Provider shall be by email to sam@tellyvizion.com.