Tyro TV - Online Film Festivals

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Tyro TV Agreement
(Last updated on May 15, 2010)

1. INTRODUCTION

Welcome to TyroTV.com (the “Website” including all content or functionality, including but not limited to all software, services and products available through TyroTV.com domains)! The Website is operated by Mercury Productions LLC, a Delaware Limited Liability Company (the “Company,” “we,” “us,” “our), and is an online hub designed to give amateur filmmakers inexpensive opportunities to show off their storytelling gifts and a creative forum for them and other concerned citizens to tell the world their opinion about issues of intense national debate. Through submission of videos for our contests, your creative and unique point of view may be eligible to be marketed and sold to television and internet broadcasters, which may earn you nationwide recognition, and money in your pocket!

2. ACCEPTANCE OF THESE TERMS

PLEASE READ THE FOLLOWING TERMS CLOSELY BEFORE USING TYROTV.COM! You should know that by using or visiting this Website, you acknowledge and agree to be bound by these terms and conditions (the "Agreement") and our privacy conditions (the “Privacy Policy”) located at http://www.tyrotv.com/privacy.php and incorporated here by reference, and you acknowledge and agree that you have the right, authority, and capacity to enter into the Agreement and to abide by all terms and conditions contained in the Agreement.

By accessing, downloading, viewing or otherwise accessing content on the Website, you certify that you are at least eighteen (18) years old, an emancipated minor, or have legal parental or guardian consent, and are fully able and competent to enter into, abide by, and comply with the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement. In any case, you affirm that you are over the age of fourteen (14), as the Tyro Website is not intended for children under fourteen (14) years old. If you are not at least 14 years old, then please do not use the Tyro TV Website.

If you do not wish to agree to any terms in this Agreement, the Privacy Policy, then you must not use or visit the Website.

Please note that we may make changes to terms of this Agreement or Privacy Policy at any time within our sole discretion. We will use our best efforts to notify you when any significant changes are made, but you should periodically review this Agreement and the Privacy Policy to make sure you are familiar with the most recent versions.

The terms of this Agreement and the provisions contained in the Privacy Policy apply to all users of the Website, including any who may contribute video content, information, or other materials or services on the Website.

You must also be aware that we may display links to third party websites on the Website 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 that you may be linked to on the Website. By using the Website, you expressly relieve The Company from any and all liability arising from your use of any third-party website.

3. TYROTV ACCOUNT REGISTRATIONS

Some content and features of the Website may require an official registered account for the Website. If you choose to create an account for the Website, you expressly agree to provide complete, true, and accurate information (the collection of which will be governed by our Privacy Policy) and maintain and promptly update such information to keep accuracy. We retain the right to suspend or terminate your account and refuse future use of the Website if you provide any information that is false, incomplete, or inaccurate.

You also agree to be solely responsible for any activity that occurs on your account and the security of your password. You should make sure to fully log off and exit the Website each time you leave, especially if you are using a public computer. If you suspect that someone has breached your account or is using it without your permission, you must notify us immediately. Please note that we will NOT be liable for any losses you may sustain through unauthorized use of your account, and you MAY be liable for any losses incurred by others due to the unauthorized use.

4. WEBSITE USE

We grant you permission to access and non-commercially use the Website, subject to your agreement to comply with all applicable national, international, and local laws and regulations, and not to do the following without our express written approval: (i) modify or alter any portion of the Website, including any user-submitted materials (“Submissions”); (ii) distribute any portion of the Website, now known or hereafter devised; or (iii) use the Website for any commercial use, including without limitation:

(a) Any sale of access to the Website or its services;
(b) Use of the Website or its services for the primary purpose of gaining advertising or subscription revenue;
(c) Sale of advertising on the Website or any third-party website targeted to the content of specific Submissions or Website content; and
(d) Any use of the Website or its related services that we find, in our sole discretion, to use the Website’s resources or Submissions with the effect of competing with Tyro TV, its content, or Submissions.

NOTE THAT WE RESERVE THE RIGHT TO DISCONTINUE ANY PART OF THE WEBSITE AT ANY TIME WITHIN OUR SOLE DISCRETION.

5. INTELLECTUAL PROPERTY RIGHTS

You may access Website content and Submissions only as permitted under this Agreement. We expressly reserve all rights not expressly granted in and to the Website and its content.

All Website content, excluding user submissions, including without limitation: any text, videos, sounds, music, software, scripts, graphics, photos, or other interactive features and all trademarks, service marks and logos contained in the Materials ("Marks"), are owned by or licensed to The Company, subject to copyright and other intellectual property rights under the law. All Website content, including Submissions, are provided to you AS IS for your information and personal use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other commercial purposes whatsoever without the prior written consent of the respective owners. Submissions may be downloaded or copied, however, if the Website provides a “download” or similarly named link displayed for that Submission.

You expressly agree not to circumvent, disable or otherwise interfere with security-related features of the Website or features that prevent or restrict use or copying of any content or enforce limitations on use of the Website or the content therein.

You understand that when using the Website, you will be exposed to Submissions 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 Submissions. You further understand and acknowledge that you may be exposed to Submissions that are inaccurate, offensive, indecent, or objectionable, or political in nature, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against The Company with respect thereto, and agree to indemnify and hold The Company, its owners, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the Website.

6. SUBMISSIONS

If you choose to register an account with the Website, you will be entitled to submit video content, which will often be used to enter contests sponsored by the Website. You shall be solely responsible for your own Submissions and the consequences of submitting or publishing them.

In connection with Submissions, you represent and warrant that you will follow all conditions of this Agreement, including any upload agreement (“Submission Agreement”) that shall be affirmed prior to upload, and all applicable contest rules as published on the Website, including without limitation the express representation that you will not post your Submission on the Internet or any website other than TyroTV.com. If it is discovered that you have posted your Submission elsewhere, then you shall: a) be disqualified from any applicable contest; b) lose your right to have your Submission posted on the Website and promoted and sold by us; or c) lose your right to any future revenues owed to you based on a sale of your Submission and the revenue sharing terms outlined below and contained in any applicable contest’s Official Rules, as such prohibited posting will be deemed to be a material breach of these terms and the Submission Agreement.

Furthermore, you will not submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant us all of the license rights granted herein in order to enable inclusion and use of the Submissions in the manner contemplated by the Website and this Agreement. Display of the Submissions will not be guaranteed and if displayed on the Website, no confidentiality is guaranteed with respect to any Submission.

We expressly reserve the right to decide whether a Submission is appropriate and complies with this Agreement or the Official Rules of any applicable contest, for violations other than copyright infringement, including without limitation, pornography, obscene or defamatory material, or excessive length. We may remove the Submission from the Website and/or terminate a user's account for uploading such material in violation of this Agreement or a contest’s Official Rules, at any time, without prior notice and at our sole discretion.

If you choose to upload a Submission, you grant us the sole and exclusive right to manufacture, distribute, advertise, publicize, promote, rent, and sell your Submission(s) in all markets and media (whether now known or hereafter developed) throughout the universe, in perpetuity. As consideration for these rights, you, as official submitter, shall be entitled to Seventy-Five Percent (75%) of any sales or license revenues earned, after deduction of our reasonable marketing and distribution costs, from your Submission. The Company shall be entitled to the remainder Twenty-Five Percent (25%) of revenues plus any costs incurred. Prior to any sale or license of a Submission, we will enter into a formal agreement with you, which contains these terms.

7. DMCA NOTICES

The Website content and Submissions will customarily utilize material that is pre-screened, and fully licensed or owned by The Company. However, if you are a copyright owner or an agent thereof and believe that any content or Submission infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing us with the following information in writing pursuant to Title 17 U.S.C, section 512(c)(3) to the address listed below:

(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
(f) 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.

For all questions concerning copyrights related to Website content or Submissions:

8. WARRANTY AND LIMITATION OF LIABILITY DISCLAIMERS

USE OF THIS WEBSITE IS AT YOUR SOLE RISK AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ITS SUCCESSORS, AFFILIATES, AND ASSIGNS, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF, INCLUDING WITHOUT LIMITATION WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS WEBSITE'S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THIS WEBSITE.

WE SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER TO YOU BASED ON YOUR ACCESS AND USE OF THE WEBSITE 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 THE WEBSITE, (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 THE WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR SIMILAR TECHNOLOGICAL NUISANCES WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE 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 WEBSITE 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. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND THE COMPANY 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.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT WE SHALL NOT BE LIABLE FOR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT YOU EXPRESSLY ASSUME THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS.

THE WEBSITE IS CONTROLLED AND OFFERED ONLY TO RESIDENTS OF THE UNITED STATES OF AMERICA, AND THE COMPANY MAKES NO REPRESENTATIONS THAT THE WEBSITE IS APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS, AND ANYONE WHO ACCESSES OR USES THE WEBSITE IN OTHER LOCATIONS DO SO AT THEIR OWN VOLITION AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.

8. INDEMNIFICATION

You expressly agree to defend, indemnify and hold harmless The Company, 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: (i) your use of and access to the Website; (ii) your violation of any term of this Agreement; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that one of your Submissions caused damage to a third party. This defense and indemnification obligation will survive this Agreement and your use of the Website.

9. JURISDICTION AND GOVERNING LAW

For the purposes of personal jurisdiction, you hereby expressly agree that the Website shall be deemed solely based in California, and be deemed a passive website that does not give rise to personal jurisdiction over The Company, either specific or general, in jurisdictions other than the State of California. This Agreement, along with the terms of the Privacy Policy, and any contests or promotions sponsored by The Company, shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. Any claim or dispute between you and us that arises in whole or in part from your use of the Website shall be decided exclusively by a court of competent jurisdiction located in Los Angeles County, California.

10. MISCELLANEOUS

This Agreement and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by The Company without restriction.

This Agreement, together with the Privacy Policy and any other legal notices published on the Website, shall constitute the entire agreement between you and The Company concerning the Website. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

We reserve the right to amend this Agreement at any time and without notice, and it is your responsibility to review this Agreement for any changes. Any use of the Website following any amendment of this Agreement will signify your assent to and acceptance of its revised terms.
The section headings contained herein are for convenience only and shall not be given any legal import whatsoever.

YOU AND THE COMPANY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED, SUBJECT TO THE LIMITS OF APPLICABLE LAW.