ToadTube.co.uk™

Your Content. After entering into this Agreement, You may designate content for hosting and display to end users (i) by uploading such content directly to us, Attention: ToadTube.co.uk™ Video Upload Program, in a format designated by ToadTube.co.uk™, or to such other address as designated by ToadTube.co.uk™ such as Techtoad.co.uk™, and/or by otherwise making such content available to Us; and (ii) by providing additional information about Your content in the form provided online when You upload Your content. All content so designated by You and contained within or provided by You in association with such content, including but not limited to all images, closed captioning, metadata and music, is referred to collectively as "Authorized Content." ToadTube.co.uk™ shall have no obligation whatsoever to return any materials delivered to it for uploading under this Agreement.

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

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

Uploader. You may use the Uploader for the sole purpose of providing Your Authorized Content to ToadTube.co.uk™. You must immediately notify Us of any known unauthorized use of the Uploader. You may not use the Uploader for any other reason, including but not limited to (i) selling or otherwise redistributing any aspect of the Uploader, (ii) modifying, adapting, translating, or reverse engineering any portion of the Uploader; (iii) attempting to break security, access, tamper with or use any unauthorized areas of the Uploader; (iv) removing any copyright, trademark or other proprietary rights notices contained in or on the Uploader; (v) attempting to collect or maintain any information about other users of the Uploader or other third parties for unauthorized purposes; (vi) transmitting any viruses, worms, defects, Trojan horses or other malicious code or items of a destructive nature; or (vii) using the Uploader for any unlawful, harassing, abusive, criminal or fraudulent purpose.
Proprietary Rights. Nothing contained in this Agreement conveys any ownership right to Us in any of the Authorized Content, or other materials provided by You. You acknowledge that as between You and ToadTube.co.uk™, ToadTube.co.uk™ owns all right, title and interest in and to the Program, ToadTube.co.uk™ products and services, and the Uploader and portions thereof, including without limitation, all intellectual property rights.

Confidentiality.   You agree not to disclose ToadTube.co.uk™ Confidential Information without Our prior written consent. "ToadTube.co.uk™ Confidential Information" includes without limitation: (i) all ToadTube.co.uk™ software, technology, programming, technical specifications, materials, guidelines and documentation relating to this Program; (ii) any click-through rates, financial information (including pricing), business information,including operations, planning, marketing interests, products, and any other reporting information (including revenues, if any, paid to You by ToadTube.co.uk™) provided by ToadTube.co.uk™; and (iii) any other information designated in writing by ToadTube.co.uk™ as "Confidential" or an equivalent designation or that would otherwise be reasonably considered confidential or proprietary under the circumstances. It does not include information that has become publicly known through no breach by You, or information that has been (a) independently developed without access to ToadTube.co.uk™ Confidential Information, as evidenced in writing; (b) rightfully received by You from a third party without a breach of confidentiality by such third party; or (c) required to be disclosed by law or by a governmental authority.

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

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

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

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

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

You agree that ToadTube.co.uk™ may transfer and disclose any information, including personally identifiable information, to third parties for the purpose of approving and enabling your participation in the Program, including to third parties that reside in jurisdictions with less restrictive data laws than Your own. ToadTube.co.uk™ may provide any of the above information in response to valid legal processes, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. ToadTube.co.uk™ disclaims all responsibility, and will not be liable to You, however, for any disclosure of that information by any such third party.