Yanked

TERMS OF USE AGREEMENT BETWEEN USER AND LAZAR ENTERTAINMENT INC.

This Agreement. This Terms of Use Agreement (the “Agreement”) is between you, on the one hand, and Lazar Entertainment Inc. (the “Site Owner” or “we”) on the other, and contains terms and conditions pertaining to your use of the “www.yanked.com” and its companion web sites (individually and collectively the “Web-Site”). The Web-Site is offered to you conditioned upon your acceptance without modification of the terms, conditions, and notices contained herein. Your use of the Web-Site constitutes your agreement to all of the following terms, conditions, and notices. This Agreement applies whether or not you have established an account and become a Member. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT ACCESS OR USE THE WEB SITE.

Modifications Of This Agreement. Site Owner reserves the right to change the terms, conditions, and notices under which the Web-Site is offered. Notification of changes will be posted on the Web-Site, and you are responsible for regularly reviewing these terms and conditions.

ACCESS AND LIMITATIONS ON USE

Grant of Access. This Agreement provides you with a non-exclusive grant of access to and use of the Web-Site at the sole discretion of Site Owner and subject to your continuing compliance with the terms and conditions of this Agreement.

Right To Restrict Access. Site Owner reserves the right to change, suspend, or discontinue any aspect of the Web-Site at any time, including the availability of any feature, database or content contained in the Web-Site. Site Owner may also impose limits on certain features and services or restrict your access to parts of or all of the Web-Site, including but not limited to the competition, without notice or liability. Site Owner reserves the right in its sole discretion to correct any errors or omissions in any part of the Web-Site.

Ownership Of Site Owner Content. Content on this Site provided by Site Owner or its sponsors, partners or licensors, including certain art work, graphics, photographs, images, screen shots, text, music, digitally downloadable files, video clips, trademarks, logos, product and character names, slogans, and the compilation of the foregoing ("Site Owner Content") is the sole and exclusive property of Site Owner or its licensors, sponsors or partners as the case may be, and is protected in Canada and internationally under trademark, copyright, and other intellectual property laws.

Ownership Of Performance Content. All elements of the live, streamed performances submitted into any of the Web-Site’s talent competitions (the “Performances”), including, among other elements, all copyrights and trademarks embodied in the Performances, are and remain the property of the participating performers or their respective licensors.

With respect to your Performances, you:

  1. Confirm that you have read, understand and agree to the Yanked! Community Guidelines (the “Guidelines”)
  2. Confirm that you have read, understand and agree to the Official Competition Rules (the “Rules”)
  3. Confirm your license to Site Owner of your Performances as described in the Rules.
  4. Represent and warrant that your Performance does not contain “Inappropriate Material” and does not infringe any “Third Party Rights”, as such terms are defined in the Guidelines, and you confirm your release and indemnification of Site Owner as set out in the Rules. Remember, you, and not the Site Owner, are solely responsible and liable for all consequences arising in connection with the content of your Performance.

The Guidelines and Rules are incorporated into this Agreement by the foregoing reference.

No Use Of Site Owner Content Or The Performance of Others. Site Owner may retain an archival copy of each Performance, and may grant access to view such archival copies. Except for viewing such archival copies of the Performances, you agree not to download, record, display, publicly perform or in any other manner use any Site Owner Content or the Performance of any other person. This prohibition includes (without limitation) use of a Performance (other than your own) in any publication, programming, on other websites, or for any other purpose, whether commercial, promotional, or otherwise. Any such unauthorized use by you may be an infringement of copyright, trademark or other intellectual property rights of others.

If you believe that a Performance violates your trademark, copyright or other rights, please contact us at info@yanked.com, including the words “Notice of Alleged Infringement” in the subject line, and provide specific details in the body of the email regarding the alleged infringement, including the title of the Performance and the Performer name (username) and any other pertinent details. Even though the performer, and not Site Owner, is ultimately responsible for the content of their Performance and any such infringement, Site Owner will investigate each such allegation, and may in our discretion disqualify a Performance from the competition. If the Performance was a PRIZE winner, but the PRIZE has not yet been sent, we may withhold awarding of the PRIZE until the matter is determined and settled, and if the allegation of infringement is proven to our satisfaction, the PRIZE will be permanently withheld and forfeit (and no substitute winner will be declared nor will the PRIZE be otherwise allocated); if the PRIZE has been sent, Site Owner may demand return of the PRIZE. In all instances of an infringement, Site Owner may rely upon and enforce the indemnity provisions which are contained below, and in the Rules and Guidelines.

Links To Third Party Sites. The Web-Site may contain links to partner and sponsor web sites and other third party web sites ("Linked Sites"). The Linked Sites are not under the control of Site Owner and Site Owner is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Site Owner is not responsible for webcasting or any other form of transmission received from any Linked Site or in respect of any music, video or other materials downloaded from the Linked Sites. Site Owner is providing these links to you only as a convenience, and the inclusion of any link does not necessarily imply endorsement by Site Owner of the Linked Site, its contents, or any association with its operators. You expressly waive Site Owner from any and all liabilities in connection with your use of any Linked Site or other third party site. Your use of any Linked Site or other third party site is subject to the terms and conditions of the respective Linked Site, and we encourage you to read the terms and conditions and privacy policy of all Linked Sites.

Altering The Web-Site. Only Site Owner may make alterations to the Web-Site. You agree not to alter or modify any part of the Web-Site.

No Unlawful Or Prohibited Use. As a condition of your use of the Web-Site, you warrant to Site Owner that you will not use the Web-Site for any purpose that is unlawful or prohibited by the terms, conditions, and notices contained in this Agreement or in the Guidelines or Rules. You may not use the Web-Site in any manner which could damage, disable, overburden, or impair the Web-Site or interfere with any other party's use and enjoyment of the Web-Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Web-Site.

Use of Communication Services. The Web-Site may contain news groups, forums, communities, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, "Communication Services"). You agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not include content or do any of the following (“Prohibited Acts And Materials”):

  • Defame, abuse, harass (although “heckling” a performer is OK within the context of the Performance), stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others. Remember, if you perform you can expect to be criticized, heckled, peppered with Jeer items, and Yanked!
  • Publish, post, upload, distribute or disseminate any sexually explicit, inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful content.
  • Publish, post, upload, distribute or disseminate any material that demeans any race or ethnic origin, religion, disability, gender, age, or sexual orientation.
  • Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consents.
  • Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer.
  • Advertise or offer to sell or buy any goods or services for any business purpose.
  • Conduct or forward surveys, contests, pyramid schemes or chain letters.
  • Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner.
  • Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
  • Restrict or inhibit any other user from using and enjoying the Communication Services.
  • Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service and/or this Web-Site.
  • Harvest or otherwise collect information about others, including e-mail addresses, without their consent.
  • Violate any applicable laws or regulations.

No Obligation To Monitor Communication Services. Site Owner has no obligation to monitor the Communication Services. However, Site Owner reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. Site Owner also reserves the right in its sole discretion to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.

Disclosing Personal Identifying Information. Always use caution when giving out any personally identifying information about yourself or others in any Communication Service. Site Owner does not control or endorse the content, messages or information found in any Communication Service and Site Owner specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination, and you are responsible for adhering to such limitations if you download the materials.

Submissions and Content Provided By You Not Confidential. You acknowledge that any materials or messages posted, files uploaded, data input or any other form of communication through the Web-Site including your Performances (“Submissions”) are not confidential and that such Submissions and may be read or intercepted by others. You acknowledge that by submitting Submissions to the Web-Site no confidential, fiduciary, contractually implied or other relationship is created between you and Site Owner other than pursuant to this Agreement.

Warranty & Representation. By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described herein including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions and to grant to Site Owner the rights and licenses granted herein and in the Rules. You hereby waive all rights to any claim against Site Owner for any alleged or actual infringements of any copyright or other proprietary rights, rights of privacy and publicity, moral rights and rights of attribution in connection with such Submissions.

YANKED COMMUNITY

Keeping The Site Safe And Fun. The Site Owner, Members and Web-Site visitors (“Yanked Community”) work together to keep the Web-Site and the Yanked Community safe. If you have concerns about our Web-Site, or a performer, Performance, a posting on a Communication Service, or a Web-Site visitor, please email us at info@yanked.com.

The Yanked Community works to ensure that our Web-Site remains safe, accessible, and enjoyable to all competitors, visitors and sponsors. Site Owner may, at its sole discretion, deactivate, suspend, or terminate our services and any Member account, disqualify any one or more participants in any competition, prohibit access to areas or the entirety of our Web-Site, remove content, and take other technical or legal steps to keep users off the Web-Site if they are acting in a manner inconsistent with the Guidelines, Rules or the terms and conditions of this Agreement.

PRIVACY

Information Requested From You. When creating an account or accessing information on the Web-Site, you may be asked to provide personally identifiable information such as your name, home address, e-mail address, or other information. At that time you will also be asked for your consent to allow us to contact you with newsletters and other Web-Site related information and promotions. It is completely optional for you to provide such consent.

Privacy Policy. Please review our Privacy Policy for further details.

LIABILITY DISCLAIMERS AND LIMITATIONS

No Representation or Warranties by Site Owner - You understand and acknowledge that the Web-Site contains content from a variety of sources and that Site Owner is not responsible for the accuracy, safety, or intellectual property rights pertaining to such content. You expressly waive all claims whatsoever against Site Owner and its sponsors and partners with respect to any inaccurate or objectionable content you may be exposed to on the Web-Site.

You agree that the Web-Site, including all content, functions, materials and information made available on or accessed through the Web-Site, is provided to you at your own risk for your personal non-commercial use and on an "as is, as available" basis. To the fullest extent permissible by law, Site Owner makes no representations, endorsements or warranties, expressed or implied, including, but not limited to, those of merchantability or fitness for a particular purpose, with respect to the Web-Site, or any Site Owner Content, Performance, or other content, merchandise, information or service provided through the Web-Site or on the Internet generally or the functions made accessible by any software used on or accessed through the Web-Site, for any hypertext links to third party web sites or for any breach of security associated with the transmission of sensitive information through the Web-Site or any Linked Site. Site Owner does not warrant that the functions contained in the Web-Site or any content contained therein will be uninterrupted, error free or that defects will be corrected.

No Endorsement by Site Owner of Internet information. You understand that Site Owner does not operate, control, or endorse any information, products or services on the internet in any way nor does Site Owner represent or endorse the accuracy or reliability of any advice, opinion, statement or other content displayed or distributed through the Web-Site (including any Linked Site). You acknowledge that any reliance upon any such opinion, advice, statement, memorandum, or content shall be at your sole risk. You agree that neither Site Owner nor any user or contributor shall be liable for any cost or damage arising either directly or indirectly from any such opinions, advice, services, merchandise and other content. You understand further that the internet contains unedited materials, some of which are sexually explicit or may be offensive to you, that you access such materials at your own risk and that Site Owner has no control over and accepts no responsibility whatsoever for such materials.

No Liability – YOU AGREE THAT YOUR USE OF THE WEB SITE SHALL BE AT YOUR SOLE RISK. IN NO EVENT SHALL SITE OWNER, OR ITS SPONSORS OR PARTNERS, NOR THEIR RESPECTIVE 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 ON THE WEB SITE INCLUDING IN REGARDS TO THE TABULATION OF WINNERS, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE WEB SITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR 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 WEB-SITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEB SITE OR SERVICES BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY WEB SITE 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 WEB SITE, WHETHER BASED ON 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 SITE OWNER SHALL NOT BE LIABLE FOR ANY INFRINGEMENT OF COPYRIGHT, TRADEMARK, OR OTHER INTELLECTUAL PROPERTY RIGHTS CONTAINED IN ANY PERFORMANCE OR ANY COMMUNICATION SERVICE, OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY USER OR OTHER THIRD PARTY, AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

Indemnity. You undertake and agree to ensure that all persons you authorize to use the Web-Site have read and will comply with the terms and conditions of this Agreement and are solely responsible and liable for actions which are in contravention of this Agreement or any applicable law. You agree to indemnify, defend and hold harmless Site Owner and other “Indemnitees” from and against all losses, expenses, damages and costs, including reasonable attorney’s fees, resulting from any violation of this Agreement or any activity related to the Web-Site (including but not limited your infringement of Third Party Rights and negligent or wrongful conduct) by you, by any persons allowed by you to access the Web-Site or by any other person accessing the Web-Site or services provided pursuant to the Web-Site using your identification or password. The provisions of this paragraph are for the benefit of Site Owner, its sponsors, partners, and their respective officers, directors, employees, agents and contractors (the “Indemnitees”). Each of these entities or individuals shall have the right to assert and enforce these provisions directly against you on its own behalf.

Site Owner reserves the right (but has no obligation), at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you hereunder, and in such event, you shall have no further obligation to provide indemnification for such matter.

GENERAL

You agree that no joint venture, partnership, employment, or agency relationship exists between you and Site Owner as a result of this Agreement or use of the Web-Site. Site Owner’s performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of Site Owner’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Web-Site or information provided to or gathered by Site Owner with respect to such use. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in effect. Unless otherwise specified herein, this Agreement constitutes the entire agreement between the user and Site Owner with respect to the Web-Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Site Owner with respect to the Web-Site. Headings are for convenience only. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. This Agreement and your use of the Web-Site shall be governed by the laws of the Province of Ontario and the laws of Canada applicable therein. You agree that exclusive jurisdiction for any claim or dispute resides in the courts of the Province of Ontario. You further agree and expressly consent to attorn to the jurisdiction of the courts of the Province of Ontario in connection with any dispute or claim involving you, Site Owner, or the Web-Site. Site Owner may assign its rights under this Agreement and its ownership of the Web-Site or any interest therein at any time without notice to you. You may not assign your rights under this Agreement to anyone.