The CWEB Service

The CWEB Service is comprised of (i) the CWEB website, currently located at www.CWEB.com (and/or any successor or additional website(s) owned or operated by or for CWEB); (ii) the CWEB syndication network (which includes third party websites); (iii) the CWEB client, a downloadable application to upload, download and view content (the "CWEB Client"); (iv) the servers operated by or on behalf of CWEB; and/or (v) any other technology and/or services that CWEB provides its users. The CWEB Service enables you to make content available to other users of the CWEB Service and to access content made available by other users of the CWEB Service. All comments and other communications posted or published by you or other users on the CWEB Service, including in any bulletin board, chat, discussion group, feedback area, news group or email, is referred to as "User Material." "Video Material" for purposes of this Agreement is the video you upload to the CWEB Services. "Publisher Material, for purposes of this Agreement, is any other material you provide and includes without limitation including music, animation, text, software, scripts, graphics, images, audio, information and interactive features. You are solely responsible for any User Material that you upload and publish to the CWEB Service, including complying with these. The terms and conditions regarding the uploading of Video Material and Publisher Material is covered in the Publisher Terms.

You retain all of your rights in your User Material. You shall be solely responsible for your own User Material and the consequences of posting or publishing it on the CWEB Service. In connection with User Material that you make available on the CWEB Service, you expressly represent and warrant that you own or have the necessary licenses, rights, consents, and permissions to use and authorize CWEB to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Material to enable inclusion and use of the User Material as part of the CWEB Service and in the manner contemplated . By submitting, posting, uploading, emailing or otherwise providing User Material to CWEB, you hereby grant (or warrant that the owner of such rights has expressly granted) CWEB a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, sublicensable and transferable license to use, reproduce, modify, distribute, prepare derivative works of, display, publish, perform and transmit the User Material in connection with the CWEB Service and CWEB (and its successors) business, including without limitation for promoting and redistributing part or all of the CWEB Service (and derivative works thereof) in any media formats and through any media channels. You warrant that all moral rights to the User Material you submit have been waived. You also hereby grant each user of the CWEB Service a non-exclusive license to access your User Material through the CWEB Service, and to use, reproduce, distribute, prepare derivative works of, display and perform such User Material as permitted through the functionality of the CWEB Service and under these Terms.

CWEB does not guarantee that any User Material or Video Material and Publisher Material will be made available on the CWEB Service, whether continuously or at all. CWEB shall have no obligation to monitor any User Material and Video Material and Publisher Material. However, CWEB and its agents reserve the right to monitor any User Material and Video Material and Publisher Material from time to time for any lawful purpose. CWEB may, without notice to you, remove or block any User Material and/or Video Material and Publisher Material from the CWEB Service, including disabling access to such User Material and/or Video Material and/or Publisher Material that you have downloaded through the CWEB Service.

Registration

Registration is not required to view most User Material and Video Material and Publisher Material provided as part of the CWEB Service. However, you are required to register if you wish to post a comment or upload a video, download the CWEB Client or view certain User Material and Video Material and Publisher Material. If you wish to upload a video you will be subject to our Publisher Terms. If you wish to download the CWEB Client you will be subject to additional terms and condition relating to the license and use of the CWEB Client.

To register, you will have to create an account. As a condition to using such components of the CWEB Service, you will be asked to register with CWEB and select a password and screen name ("CWEB User ID"). You shall provide CWEB with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Terms, which may result in immediate termination of your CWEB account. You may not (i) select or use as a CWEB User ID a name of another person with the intent to impersonate that person; (ii) use as a CWEB User ID a name subject to any rights of a person other than you without appropriate authorization; or (iii) use as a CWEB User ID a name that is otherwise offensive, vulgar or obscene. CWEB reserves the right to refuse registration of, or cancel a CWEB User ID in its sole discretion. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify CWEB immediately of any breach of security or unauthorized use of your account. Although CWEB will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of CWEB or others due to such unauthorized use. All registration information provided by you shall be subject to CWEB Privacy Policy.

Content on the CWEB Network

Content on CWEB is meant for all audiences. You understand that you will be exposed to User Material from a variety of publishers and that CWEB is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Material. You further understand and acknowledge that you may be exposed to User Material 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 CWEB with respect thereto, and agree to defend, indemnify and hold harmless CWEB, its parent corporation, its subsidiaries, its licensors, and their respective officers, directors, employees and agents to the fullest extent allowed by law regarding all matters related to your use of the CWEB Service.

User Conduct

CWEB grants you permission to use the CWEB Service subject to all of the terms and conditions set forth in these Terms.

As a condition of use, you agree not to use the CWEB Service for any purpose that is unlawful. You agree to abide by all applicable local, state, national and international laws and regulations, including, without limitation, all intellectual property laws (such as, U.S. copyright laws). Any unauthorized use of the CWEB Service is expressly prohibited.

By way of example, and not as a limitation, you agree not to (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any User Material using any communications service or other service available on or through the CWEB Service, that: i. infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity; or ii. is threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of anothers privacy, tortious, offensive, profane, pornographic or obscene, or promotes hate or incites violence; or iii. misrepresents the source or identity of any content; or iv. constitutes unauthorized or unsolicited advertising, junk or bulk e-mail ("spamming") or a chain letter, a pyramid scheme or any other similar solicitation; or v. contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data or other information of CWEB or any third party; or vi. impersonates, or falsely indicates an affiliation with, any person or entity, including, without limitation, any employee or representative of CWEB; or vii. constitutes an offer, for sale or otherwise, of any firearms, explosives, weapons, tobacco products, controlled substances, pharmaceuticals, counterfeit or stolen articles, registered or unregistered securities or any items that would cause CWEB to violate any applicable law or regulation.

Ownership

The content accessible through the CWEB Service, except User Material and Video Material and Publisher Material, including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like (collectively, the "CWEB Content") and the trademarks, service marks and logos contained therein (the "Marks"), are owned by or licensed to CWEB, and subject to copyright and other intellectual property rights under United States and foreign laws and international conventions.

CWEB respects the rights of copyright holders. We have established a copyright policy which is incorporated herein by reference.

Termination CWEB may terminate your access to all or any part of the CWEB Service at any time, with or without cause, with or without notice, effective immediately. You may terminate your use of the CWEB Service at any time, provided that all provisions of this Terms, which by their nature should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Warranty Disclaimer

THE CWEB SERVICE, CWEB CONTENT AND MARKS ARE PROVIDED BY CWEB "AS IS" AND "AS AVAILABLE". CWEB MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ABOUT THE CWEB SERVICE OR ITS CONTENT OR MARKS, AND TO THE FULLEST EXTENT PERMITTED BY LAW, CWEB DISCLAIMS ALL WARRANTIES REGARDING THE CWEB SERVICE AND ITS CONTENTS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OR COMPLETENESS OF CONTENT, NON-INFRINGEMENT, OR THE AVAILABILITY OR QUALITY OF ANY PRODUCTS OR SERVICES AVAILABLE VIA THE CWEB SERVICE (EXCEPT AS MAY BE SET FORTH IN ANY LICENSE OR OTHER AGREEMENT RELATED TO THOSE PRODUCTS OR SERVICES). YOU AGREE THAT USE OF THE CWEB SERVICE SHALL BE AT YOUR SOLE RISK. FURTHER, CWEB DOES NOT ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY ANY THIRD PARTY THROUGH THE CWEB SERVICE OR ANY HYPERLINKED WEBSITE OR INCLUDED IN ANY BANNER OR OTHER ADVERTISING, AND CWEB WILL NOT BE A PARTY TO OR IN ANY WAY RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD PARTY WITH RESPECT THERETO.

Limitation of Liability

IN NO EVENT SHALL CWEB OR ITS AFFILIATES, SUBSIDIARIES, PARTNERS OR LICENSORS OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND/OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR DIRECT, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS OR REVENUE, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR INFORMATION HANDLING SYSTEM OR OTHERWISE) ARISING DIRECTLY OR INDIRECTLY FROM YOUR USE OF THE CWEB SERVICE, OR ANY CONTENT, PRODUCTS OR SERVICES DISTRIBUTED ON OR PROVIDED THROUGH THE CWEB SERVICE (INCLUDING BUT NOT LIMITED TO, CWEB CONTENT AND CWEB MARKS), WHETHER AS A RESULT OF ERRORS, OMISSIONS, LOSS OF DATA, DEFECTS, VIRUSES, INTERRUPTIONS OR DELAYS IN OPERATION OR TRANSMISSION, OR ANY OTHER CAUSE, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF CWEB OR ITS SUPPLIERS HAVE BEEN EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CWEB ASSUMES NO LIABILITY FOR: ANY ERRORS, MISTAKES OR INACCURACIES IN OR OF ANY CONTENT, INCLUDING ANY USER MATERIAL OR VIDEO MATERIAL AND PUBLISHER MATERIAL; PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE CWEB SERVICES; ANY UNAUTHORIZED ACCESS TO OR USE OF THE CWEB SERVERS AND/OR ANY PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE CWEB WEBSITE; ANY VIRUSES, BUGS, TROJAN HORSES, WORMS OR OTHER MALICIOUS CODE WHICH MAY BE TRANSMITTED TO OR THROUGH THE CWEB WEBSITE BY ANY THIRD PARTY; AND/OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE CWEB SERVICE OR ANY CONTENT, INCLUDING ANY USER MATERIAL OR VIDEO MATERIAL AND PUBLISHER MATERIAL, POSTED, EMAILED OR OTHERWISE MADE AVAILABLE THROUGH THE CWEB SERVICE.

Indemnification

You agree to defend, indemnify and hold harmless CWEB and its affiliates, subsidiaries and distribution partners and their respective officers, directors, employees and/or agents (collectively, "CWEB Indemnitees") from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys fees) arising from: (i) your use of and access to the CWEB Service; (ii) your violation of any term of these Terms; (iii) your violation, alleged or actual, of any third party right, including without limitation any copyright, property, or privacy right; (iv) any claim that any of User Material you upload and publish on the CWEB Service caused damage to a third party; or (v) your gross negligence or willful malfeasance (collectively, "Claims"). You are solely responsible for defending any such Claims, and for payment of losses, costs, damages or expenses resulting from the foregoing to both a third party and to the CWEB Indemnitees.

Miscellaneous

Acceptance. If you do not accept all of the terms and conditions set forth in these Terms, you may not access or use the CWEB Service.

Ability to Accept. The CWEB Service is only available to users who are over the age of 18, or an emancipated minor, or possess legal parental or guardian consent, and are fully able to and competent to enter into and abide by the terms, conditions, obligations, representations and warranties set forth in these Terms. If you are under 13 years of age, you may not register for or use the CWEB Service.

Modification. CWEB shall have the right to modify these Terms at any time, which modification shall be effective immediately following CWEB posting of such change on its website. We recommend that you check the CWEB website regularly for any such changes. Your use of the CWEB Service following such posting shall be deemed to constitute your acceptance of such modification. These Terms may not otherwise be changed or modified, except in a writing signed by an authorized representative of CWEB. Privacy Policy. Your use of the CWEB Service is subject to your acceptance of our which is incorporated by reference. Please read the Privacy Policy carefully for disclosures relating to the collection and use of your personal information.

Links to Third Party Websites. As a convenience for its users, CWEB may provide links on this website to other websites owned by third parties. Unless otherwise stated, CWEB does not endorse or control these third parties and takes no responsibility for them or their websites.

CWEB takes copyright and other intellectual property rights very seriously. It is CWEB policy to (1) expeditiously block access to or remove content that it believes in good faith may contain material that infringes the copyrights of third parties and (2) remove and discontinue service to repeat offenders.

Procedure for Reporting Copyright Infringements:

If you believe that content residing on or accessible through the CWEB website or service infringes your copyright, please send a notice of claimed copyright infringement containing the following information to the Designated Agent listed below:

1. A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
2. Identification of works or materials being infringed;
3. Identification of the content that is claimed to be infringing including information regarding the location of the content that the copyright owner seeks to have removed, with sufficient detail so that CWEB is capable of finding and verifying its existence;
4. Contact information about the notifier including address, telephone number and, if available, e-mail address;
5. A statement that the notifier has a good faith belief that the content is not authorized by the copyright owner, its agent, or the law;
6. A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.

Once a complete and proper notice of claimed copyright infringement is received by the Designated Agent, or if CWEB otherwise comes to believe in good faith that a video on the CWEB service may contain material that infringes copyright :

It is CWEB policy:

1. to remove or disable access to the content identified in the notice of claimed infringement;
2. to notify the content provider, member or user that it has removed or disabled access to the content; and
3. to terminate any account that has been used to post two or more videos that were removed from the CWEB service pursuant to this policy.

Procedure to Supply a Counter-Notice to the Designated Agent:

If the content provider, member or user believes that the content that was removed or to which access was disabled is not infringing, or the content provider, member or user believes that it has the right to post and use such content from the copyright owner, the copyright owner's agent, or pursuant to the law, the content provider, member or user may send a counter-notice containing the following information to the Designated Agent listed below:

1. A physical or electronic signature of the content provider, member or user;
2. Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
3. A statement that the content provider, member or user has a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
4. Content provider's, member's or user's name, address, telephone number, and, if available, e-mail address and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider's, member's or user's address is located, or if the Content provider's, member's or user's address is located outside the United States, for any judicial district in which CWEB is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Designated Agent, CWEB may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at CWEB discretion.

Please contact CWEB copyright Agent