Streamload's old Terms and Conditions of Use

Streamload's old Terms and Conditions of Use

"Terms and Conditions of Use

Definitions. As used in this Agreement, the following terms and phrases shall have the following meanings:

Agreement: These Terms and Conditions, Streamload.com's Privacy Policy, Streamload.com's Policy Against Copyright Infringement and any and all agreements, schedules, policies, or amendments in place between You and Streamload.com governing Your use of Streamload.com's services.

Content Provider: A User that utilizes Streamload.com's services to allow access to or distribute his or her Shared Content, in electronic or other format, to other Users, whether free of charge (shared) or for a fee.

Content Recipient: A User that utilizes Streamload.com's services to access or receive, in electronic or other format, Shared Content from other Users, whether free of charge (shared) or for a fee.

Custom Compilations: The reproduction of all or any portion(s) of Shared Content from one or more Content Providers onto to electronic and/or recordable media and the physical and/or electronic distribution of such media in fulfillment of a Content Recipient's order for a custom compilation of Shared Content.

Digital Delivery: The delivery of Shared Content or electronic data, by digital transmission of electronic data and/or sound recordings which result in specifically identifiable reproductions by or for any Content Recipient of a copy of that data or a phonorecord of that sound recording by any means now known or hereafter devised.

Net Revenues: The number of copies of Your Shared Content distributed multiplied by the purchase price You set, less the following costs and fees incurred in connection with the delivery of Your Shared Content: (1) credits, including, but not limited to, those on account of defective merchandise, errors in billing, errors in transmission, and uncollected fees; and (2) shipping, if any.

Phonorecords: Material objects in which sounds, other than those accompanying a motion picture or other audiovisual work, are fixed by any method now known or later developed, and from which the sounds can be perceived, reproduced, or otherwise communicated, either directly or with the aid of a machine or device.

Private Content: The electronic data, including but not limited to sound recordings, audiovisual works, musical works, artwork, Phonorecords, photographs, documents, software, and other graphical or textual material embodying Your works and any descriptions, titles, captions and other identifying characteristics You or others attribute thereto, maintained on Your behalf by Streamload.com that You have not designated for access by or distribution to Users other than Yourself.

Shared Content: The electronic data, including but not limited to sound recordings, audiovisual works, musical works, artwork, Phonorecords, photographs, documents, software, other graphical or textual material embodying Your works; any descriptions, titles, captions and other identifying characteristics You or others attribute thereto; and all trademarks, tradenames and trade secrets therein, which are maintained on Your behalf by Streamload.com and that You have designated for access by or distribution to Users other than Yourself, whether free of charge (shared) or for a fee.

Streaming Transmission: The digital transmission of a sound recording or other Shared Content where a copy of the Shared Content is not made by or for the Content Recipient.

Streamload.com: Streamload.com, Nine Audio Technologies, Inc., and their successors, assigns, agents, distributors, dealers, and licensees.

Transacting Parties: The Content Provider(s) and Content Recipient(s) engaged in an individual Transaction utilizing Streamload.com's services.

Transaction: The offer of a copy of any Shared Content by a Content Provider, for a fee or free of charge, and the acceptance thereof by a Content Recipient using Streamload.com's services.

User: Any individual, group or entity accessing Streamload.com's services and/or utilizing one or more of Streamload.com's services to store, transfer or receive Private Content or Shared Content.

You, Your, Yours: The person who is over the age of 18, and the minor(s), individual(s), group(s), entity(ies) or other association(s), individually and as a whole, and their agents, successors and assigns, on whose behalf that person has entered this Agreement with Streamload.com and for whom Streamload.com has established an account.

Our Relationship: Streamload.com provides a service that enables You to store, transfer and receive Private Content and Shared Content online. All Transactions that take place utilizing Streamload.com's services are made directly between the Transacting Parties.Streamload.com is not an agent of any Transacting Party, nor is Streamload.com a direct party to any Transaction.You and Streamload.com act independently in all Transactions, and no agency, partnership, joint venture, trust, employer/employee, or franchiser/franchisee relationship is intended or created by this Agreement or by Your use of Streamload.com's services.

As-Is and As-Available: Neither Streamload.com nor any User, or their respective agents, warrants that the service, Private Content or Shared Content, or Your access thereto, will be uninterrupted or error free, and Streamload.com's services and the Shared Content are provided on an "as is, as available" basis. Streamload.com has the right to make changes to its services without notice to You. Neither Streamload.com nor any User warrants that Shared Content will be free of viruses or similar contamination or destructive features. You expressly agree to assume any and all risk as to the use, quality, performance, accuracy or completeness of any Private Content, Shared Content, or Streamload.com's services.

User's Identity: You agree to provide Streamload.com with accurate, timely information about Yourself and/or the minor over the age of 13 on whose behalf You are entering this Agreement, and update Your contact data such that it remains current. You will not provide Streamload.com with false information about Your identity, impersonate another person or entity, or otherwise misrepresent Your identity or affiliation to Streamload.com. Streamload.com will use that information only in a manner consistent with that disclosed in Streamload.com's Privacy Policy, which is incorporated into this Agreement by reference. Your failure to comply with this provision automatically nullifies any obligation Streamload.com may have to contact You or provide You with any notice required by this Agreement or by law.

Access: You are solely responsible for maintaining the confidentiality of Your password and any additional identifying information required for Your use of Streamload.com's services. Streamload.com does not guarantee the security of any information transmitted to or from Streamload.com. You are solely responsible for all Private Content, Shared Content and other information stored, transferred, and received under Your username and password including, but not limited to, sole responsibility for completing transactions initiated under Your username and password and payment for purchases made under your username and password. If You lose control of your password, You may be subject to legally binding actions taken on Your behalf. You are solely responsible for the accuracy and appropriateness of the Private Content and Shared Content maintained under Your username and password; for ensuring that Private Content or Shared Content posted or distributed under Your username and password does not violate or infringe this Agreement or upon the rights of any third party (including, without limitation, copyrights, trademarks, privacy or other personal or proprietary rights); and for ensuring that Private Content and Shared Content maintained under Your username and password are not illegal. Streamload.com disclaims any and all liability for such matters, and, to the fullest extent permitted by law, You agree to indemnify, defend and hold Streamload.com harmless from and against any and all claims, liabilities, loss, damages and expenses (including, without limitation, attorneys' fees) relating to or resulting from the use of Your username and password and/or Private Content or Shared Content maintained thereunder. You must immediately notify Streamload.com if you become aware of any loss, theft, or unauthorized use of Your password or of any other unauthorized use of any User. s account information, contact data, Private Content, Shared Content, or Streamload.com's services.

Infringement of Other's Rights: You represent and warrant that: (1) any Shared Content You provide is (a) wholly Your own original work, (b) the original work of others from whom You have received the rights or authority to enter this Agreement, or (c) Your own original work that incorporates the work of others from whom you have acquired the rights or authority to enter this Agreement; (2) Your Private Content or Shared Content does not and will not infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy, or moral rights; (3) Your Private Content or Shared Content does not and will not violate any law, statute, ordinance or regulation; and (4) Your Shared Content is not and will not be defamatory, trade libelous, pornographic or obscene.

Control of Private Content and Shared Content: Streamload.com does not prescreen or test Private Content or Shared Content and does not endorse any Shared Content. Although Streamload.com does not regularly monitor use of its services, it reserves the right to do so if Streamload.com, in its sole discretion, determines there may be misuse as defined by the terms of this Agreement. Streamload.com may monitor Your access, use, Shared Content, files and/or Private Content to detect signs of misuse. Streamload.com will not knowingly tolerate the use of its services for illegal or other injurious or damaging activities. If Streamload.com believes, in its own discretion, that You may be connected with such activities, Streamload.com may disclose its user files, the Shared Content and/or Private Content to the proper authorities. Streamload.com may, in its sole discretion, remove, reclassify, recatogorize, or block Your access to all or any part of Streamload.com's services or to any particular Shared Content or Private Content at any time for any reason, or for no reason at all. Without limiting the foregoing, Streamload.com reserves its right to remove any Private Content or Shared Content if (a) it decides, in its sole discretion, that the Private Content or Shared Content may breach any of Your obligations, representations, or warranties hereunder, (b) Streamload.com is advised of a court order requiring removal of the Private Content or Shared Content, or (c) any third-party claims are made relating to the Private Content or Shared Content.

Maintenance of Private Content and Shared Content: Streamload.com shall have no responsibility for and does not guarantee Private Content or Shared Content residing on Streamload.com's equipment. You are responsible for independent backup of Private Content and Shared Content stored using Streamload.com's services. You agree to assume all risk of loss of such data. You agree to hold Streamload.com harmless for any loss of data, whether on Your equipment or through Streamload.com's services, arising out of or resulting from use of Streamload.com's services, including use of software provided by Streamload.com, if any. Streamload.com may, but shall not be required to, delete Your Shared Content, files and/or Private Content after the termination of this Agreement.

Site Integrity: You will not attempt to gain access to Streamload.com's private system areas or to other areas to which You are not expressly permitted access and You shall not reverse engineer or attempt to reverse engineer any portion of Streamload.com's service. Streamload.com will prosecute those who illegally threaten the system or its services. You agree that if any of Your activities conducted in violation of this Agreement are found to disrupt or damage Streamload.com's hardware, software, system or their functions, You will reimburse Streamload.com for system administration costs incurred in repairing the affected systems as well as direct and consequential damages incurred by Streamload.com arising out of Your activities.

Anti-Spamming Policy: You agree that you will not collect personal information about other Users and will not send mass, unsolicited electronic mailings, chain letters, or "pyramid schemes" to Streamload.com's Users. You will not include in Your description of any Shared Content keywords that are not related to the Shared Content in order to gain extra exposure for the Shared Content, and You will not directly notify other Streamload.com users of Your Shared Content by means of mass-mailings, "spamming", or other unsolicited notifications. You shall not use Streamload.com's services for advertising or promotion of a commercial product or service that is not available through Streamload.com's services.

Direct Dealing: You agree to not post or otherwise distribute any information about alternate sources for Users to acquire Your Shared Content in an attempt to divert Users to services other than Streamload.com or to circumvent Your obligations to Streamload.com under this Agreement. You agree to not seek alternate sources to acquire Shared Content You located by use of Streamload.com's services in an attempt to divert Content Providers to services other than Streamload.com or to circumvent Streamload.com's services in facilitating a Transaction.

Age Restrictions: Anyone 13 years old or older is eligible to use Streamload.com's services. An account for use by a minor must be established by a person over the age of 18 with the legal right to execute this Agreement on behalf of the minor and who guarantees such minor. s performance under the terms of this Agreement. In order to post Shared Content for sale or to buy Shared Content through Streamload.com's services, however, you must be at least 18 years old.

Grant of License: You grant to Streamload.com a non-exclusive, worldwide, royalty-free, sub-licensable (through multiple tiers) right (1) to prepare and encode Your Private Content, Shared Content, and/or any portion(s) thereof, to the extent reasonably necessary for the storage, retrieval, distribution (including, but not limited to, Streaming Transmission and the making of Phonorecords and Digital Deliveries), exploitation, promotion, marketing and advertising of Your Shared Content and/or performing Streamload.com's services; (2) to display, copy, reproduce (and to mechanically reproduce musical compositions), exhibit, publicly perform, broadcast, rebroadcast, transmit, retransmit, distribute through any physical, electronic or other means, now known or hereafter devised (including, but not limited to, Streaming Transmission, Digital Delivery, and Phonorecords), and publish any or all of Your Shared Content, or any portion(s) thereof, by any and all means and media now known or hereafter devised; and (3) to create compilations containing Your Shared Content, or portions thereof, and to distribute them by any and all means and media now known or hereafter devised, including but not limited to standard audio- or data-only compact discs and audio-only cassettes manufactured primarily for home entertainment. You may revoke this license upon 30 days written notice to Streamload.com.

Name & Likeness: As a Content Provider, You grant to Streamload.com permission, on a non-exclusive basis, worldwide, to use your name(s), username, group name, corporate name, approved photograph, artwork, and/or likeness(es) and approved biographical materials solely in connection with the distribution, exploitation, promotion, marketing and advertising of Your Shared Content or Streamload.com's services. You will not assert any privacy, publicity, moral or similar rights held by you or any other person(s) whose contributions are embodied in Your Shared Content under the laws of the United States or any other country in connection with Streamload.com's use of any such materials.

Shared Content Identification: Your Shared Content must strictly conform to the title and descriptions You provide. Shared Content not suitable for all ages must be labeled to indicate that it is intended for "Mature Audiences". Shared Content with nudity, intense or graphic violence, intense sexual situations, crude or indecent language, or intensely suggestive dialogue must be labeled for "Mature Audiences". Streamload.com does not allow the use of its services to sell, share, or otherwise transfer pornographic material.

Prohibited Private Content: Streamload.com's services may not be used for the electronic storage of unlawful or illegal images, files, documents, materials, or other data relating to or resulting in child pornography, copyright or trademark infringement, or other illegal data. Streamload.com reserves the right at any time to remove any prohibited Private Content and terminate this Agreement. The storage of prohibited Private Content may also subject You to civil and/or criminal liability.

Prohibited Shared Content: You agree to abide by Streamload.com's policy concerning Prohibited Shared Content, which is incorporated into this Agreement by reference. Without limiting Streamload.com's Prohibited Shared Content policy, Streamload.com's services may not be used to engage in or encourage anything to do with unlawful or illegal activities relating to or resulting in controlled substances, gambling, pornography, prostitution, child pornography, robbery, propagating computer viruses, unauthorized access to private computer systems, copyright or trademark infringement, illicit use of credit information, or other criminal or otherwise illegal activity. Streamload.com reserves the right at any time to remove any Prohibited Shared Content and terminate this Agreement. The transfer or receipt of prohibited Shared Content may also subject You to civil and/or criminal liability.

Nature of Duty to Purchasers: Unless You expressly state otherwise, by utilizing Streamload.com's services to sell copies of Your Shared Content, You agree to offer an unlimited number of copies of Your Shared Content for sale to the general public, and You are under a duty to consummate all transactions according to the terms and conditions under which the purchaser requested Your Shared Content. Although You are free to modify Your terms of sale at any time, You agree to fill all orders placed prior to any such modification under the terms in effect at the time the order was placed.

Payment Obligations: If You agree to receive Shared Content for which the Content Provider requests a fee, You thereby agree to pay the listed price of the Shared Content requested, due and payable to Streamload.com immediately upon requesting the Shared Content. Streamload.com will thereafter transfer payment to the Content Provider in accordance with the terms and conditions of the agreement between Streamload.com and the Content Provider.

Nature of Transactions: The Content Recipient acquires only a non-exclusive license to use the Shared Content for their own benefit. The Content Recipient may not transfer or allow, authorize, or permit others to transfer the Shared Content or derivations thereof in any form or by any means to any third party. The Content Provider retains all intellectual property rights in the Shared Content, including, without limitation, all copyright, trademark, and patent rights therein.

Additional Terms and Conditions: The Transacting Parties may agree to additional terms and conditions governing the transfer and use of the Shared Content, such as additional restrictions on the permitted uses thereof. Should any provision of any such agreement conflict with the terms and conditions of this Agreement, this Agreement shall prevail, but only to the extent necessary to resolve any such conflicts.

Compensation: As a Content Provider, submission of Shared Content shall be at Your sole expense. Should You charge Content Recipients a fee for use of Your Shared Content, Your account will be credited with a percentage (currently as set forth here and subject to change without notice) of the Net Revenues actually collected by Streamload.com for deliveries containing such Shared Content. Net Revenues shall not include and no credits shall be applied to Your account for any Shared Content reproduced, distributed, performed, displayed, broadcast, delivered or transmitted on a "free" or "no charge" basis. Your Net Revenues will not include purchases of Shared Content for which You charge a "nominal" fee (currently defined as less than $3), until the Content Recipient accrues $3 in total aggregated purchases from one or more Content Providers. Your portion of any Net Revenue includes all royalties and other payments due You, all contributing artist(s), author(s), producers, directors, performers, engineers, and any other persons engaged in connection with the creation of Your Shared Content. You shall be solely responsible for the payment of any royalties or other compensation due all such persons or other third parties arising from any account credits received by You hereunder. Streamload.com reserves the right to reverse any transaction that is in violation of this Agreement and to credit Streamload.com's costs and fees attributable to that transaction against Your account. You agree to compensate Streamload.com for all transactions initiated by use of Streamload.com's services in accordance with the terms of this Agreement and, while using Streamload.com's services, You agree that You will not take steps to circumvent this obligation, such as by diverting buyers to an alternate source to acquire Your Shared Content. Streamload.com will make good faith efforts to make Your Shared Content available only in accordance with Your instructions. Streamload.com, however, may incorrectly categorize Your Shared Content such that "free" or "no charge" content is available only for a fee, or fee-based Shared Content is available for "free" or "no charge". Should Streamload.com make such an error, then upon notice from You, Streamload.com will take all commercially reasonable efforts to promptly correct the error, that being Your sole and exclusive remedy. Streamload.com shall not be responsible for actual, consequential or other damages arising from any such errors.

Payments to You: Net Revenue credited to your account has no monetary value. You may, however, redeem Net Revenue credited to Your account for payment in United States Dollars when (1) You accumulate $20 or more of Net Revenue in Your account; (2) the transaction(s) for which the Net Revenue was credited to Your account occurred at least five business days prior to Your redemption request; and (3) You have not requested redemption of accumulated Net Revenue in the thirty days preceding Your redemption request. Upon receipt of a valid redemption request, Streamload.com will submit payment to you via check or electronic transfer.

Accounting: Streamload.com agrees to keep accurate books and records covering the transactions related to this Agreement. During the one year period following Streamload.com's on-line issuance of an accounting statement, You may, at Your expense and upon reasonable notice, inspect Streamload.com's records related to that statement at a location specified by Streamload.com, provided that Your inspection does not unreasonably interfere with Streamload.com's services. If Your inspection reveals that Streamload.com has incorrectly credited Your account, Streamload.com will take all reasonable efforts to promptly correct the deficiency and credit Your account accordingly.

Licensing Fees, Royalties, Etc.: As a Content Provider, You shall be solely responsible for all licensing, reporting and payment obligations of any kind to third parties in connection with Your Shared Content, including but not limited to any applicable license fees, royalties, participations, residuals, union and/or guild payments, "sample" or "replay" licenses or payments, and mechanical, synchronization or public performance royalties. Neither Streamload.com nor any Content Recipient shall have any obligation to make any such payments, and You warrant that You will fulfill your obligations to any such third parties.

Taxes and Other Obligations: As a Content Provider, You are responsible for payment of any and all taxes, tariffs, duties, and other such obligations attributable to the sale of Your Shared Content. Neither Streamload.com nor any Content Recipient will be liable for any such obligations.

Copyright & Deposit Requirements: You understand and agree that Streamload.com's services may entail the making and/or distribution of copies and/or Phonorecords embodying Your Shared Content as those terms are defined by the United States Copyright laws. You are also aware that Your use of Streamload.com's services may trigger certain legal obligations, including, but not limited to, mandatory deposit requirements and compulsory licensing. You agree that You are solely responsible for complying with any such requirements and agree to defend, indemnify and hold Streamload.com harmless from and against any and all claims, losses, damages, or liabilities arising out of Your failure to do so.

Export Controls: No Shared Content shall be acquired by or otherwise exported or re-exported into (or by or to a national or resident of) Cuba, Iran, Iraq, Libya, North Korea, Syria, Sudan or any other country to which the U.S. has embargoed goods; or to anyone on the U.S. Treasury Department's list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department's Table of Denial Orders. As a Content Recipient, You represent and warrant that You are not located in, under the control of, or a national or resident of any such country or on any such list.

Parental Control Protections: Streamload.com does not routinely audit the Private Content or Shared Content provided by Users of its services and strongly encourages the use of parental control protections (such as computer hardware, software, or filtering services) that are commercially available and may assist in limiting access to Shared Content or Private Content that may be harmful to or inappropriate for minors.

Assignability: You may not assign, transfer, or delegate this Agreement, Your duties and obligations under this Agreement, Your benefits under this Agreement, or Your Streamload.com account to anyone without the express written consent of Streamload.com. Upon reasonable notice to You, Streamload.com may assign or transfer this Agreement at its sole discretion.

DISCLAIMER OF WARRANTIES: STREAMLOAD.COM'S SERVICES AND MATERIALS AND THIRD PARTY CONTENT ACCESSIBLE IN CONNECTION THEREWITH ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND, EXCEPT AS EXPRESSLY PROVIDED HEREIN, WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, STREAMLOAD.COM DISCLAIMS ALL SUCH WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Without limiting the generality of the foregoing, Streamload.com does not warrant that the functions and/or services of Streamload.com-related services, Private Content, Shared Content, hardware, sites, software, data or other material will be uninterrupted or error-free, or that defects will be detected or corrected; neither Streamload.com nor any third party Content Provider warrants that any service, software, Shared Content, Private Content or the methods by which they are made available will be free of viruses or similar contamination or destructive features. You expressly agree to solely assume the entire risk as to the quality and performance of Streamload.com's services and the accuracy or completeness of Private Content and/or Shared Content.Streamload.com does not warrant or make any representations regarding the use or the results of the use of its services, software, Private Content, Shared Content, the materials, functions, data or services in or provided by Streamload.com, its affiliates or its Users in terms of accuracy, reliability, or otherwise. You expressly agree to assume the entire cost of all necessary servicing, repair, correction and related liabilities resulting from Your use of Streamload.com's services. If applicable law does not allow the exclusion of implied warranties, certain of the above exclusion may not apply to You.

Guarantee Against Fraudulent Transactions: Notwithstanding the foregoing, Streamload.com provides a limited guarantee against Shared Content sales that are blatantly fraudulent as follows: If You have purchased Shared Content through Streamload.com's services which Streamload.com, in its sole discretion, deems to be fraudulent (such as a posting that comprises a blank document or Shared Content that in no way conforms to its description) and You notify Streamload.com of such within 48 hours of the Transaction, Streamload.com will reverse that transaction. If you believe that you have been the victim of fraud while using Streamload.com's services, please contact legal@streamload.com.

LIMITATION OF LIABILITY: YOU AGREE THAT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, UNDER NO CIRCUMSTANCES, INCLUDING (BUT NOT LIMITED TO) NEGLIGENCE, SHALL STREAMLOAD.COM BE LIABLE FOR ANY DAMAGES (INCLUDING, BUT NOT LIMITED TO, ACTUAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES) THAT RELATE TO OR RESULT FROM THE USE OF, THE INABILITY TO USE, OR THE CORRUPTION OF PRIVATE CONTENT, SHARED CONTENT OR OTHER DATA STORED ON, STORED IN, RETRIEVED FROM, ACQUIRED, TRANSMITTED OR TRANSFERRED THROUGH STREAMLOAD.com's SERVICES, EVEN IF STREAMLOAD.COM OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU FURTHER AGREE THAT STREAMLOAD.COM WILL NOT BE RESPONSIBLE TO YOU FOR ANY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DIRECT, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES) OR ANY LOSSES YOU MAY INCUR IN CONNECTION WITH STREAMLOAD.COM'S SERVICES OR ANY OF THE CONTENT, DATA OR OTHER MATERIALS TRANSMITTED THROUGH OR RESIDING ON STREAMLOAD.COM'S EQUIPMENT, EVEN IF STREAMLOAD.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL STREAMLOAD.COM'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) EXCEED THE GREATER OF $1,000 OR THE AMOUNT PAID BY YOU FOR ACCESSING THIS SITE. If applicable law does not allow the limitation or exclusion of liability or incidental or consequential damages, certain of the above limitations or exclusions may not apply to You.

Indemnification: You agree to defend, indemnify and hold Streamload.com and its agents, employees, consultants, representatives and/or assigns harmless from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs and expenses (including, but not limited to, attorneys. fees and costs through appeal) relating to, arising out of or resulting from, in whole or in part, any acts or omissions by You, or Private Content, Shared Content, materials or information stored, transmitted or received by or for You, that in any way relate to Streamload.com's services.

Termination at Will: Streamload.com reserves the right to change, suspend or discontinue all or any aspect of its services at any time, including the availability of any feature, Private Content, or Shared Content, without prior notice or liability to You. Either party may terminate this Agreement at any time for any reason or for no reason by sending notice of termination to the other party. Each party expressly waives any and all claims it may have against the other party arising out of or related to any such termination at will.

Termination for Cause: Streamload.com may terminate this Agreement if You submit false or misleading information to Streamload.com, if You breach any provisions of this Agreement, or violate any laws, including the Digital Millennium Copyright Act of 1998. If Streamload.com terminates this Agreement for cause, You will forfeit any and all Net Revenue credited to Your account, and Your licenses to use any and all acquired Shared Content (and its mechanism(s) of delivery) will automatically terminate. Under no circumstances will You be entitled to redeem any Net Revenues or receive a license to use any Shared Content that Streamload.com, in its sole discretion, determines You gained from illegal activities or in a way that otherwise violates the terms of this Agreement. Upon termination for cause, You will no longer have the right to access Streamload.com's services and You will be precluded from accessing Streamload.com's services in the future. Streamload.com expressly reserves any and all additional rights and remedies it may have against You including, but not limited to, claims for breach of contract.

Choice of Law & Venue: Streamload.com's services are provided from its offices within the State of California, United States of America. Streamload.com makes no representation that its services are appropriate or available for use in other locations. If You choose to access this site from other locations, You do so on Your own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. All matters with respect to this Agreement, including, without limitation, matters of validity, construction, effect and performance shall be governed by the internal laws of the State of California applicable to contracts made and to be performed therein between the residents thereof (regardless of the laws that might otherwise be applicable under principles of conflicts of law). Any action or proceeding related to the subject matter of this Agreement shall be venued in San Diego, California. You hereby agree to submit to personal jurisdiction in the federal and state courts located in San Diego, California. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods.

Severablity: If any provision of this Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. This Agreement may not be amended unless an officer of Streamload.com has approved and signed such an amendment in writing. Non-enforcement of any section of this Agreement does not constitute consent or waiver and Streamload.com reserves the right to enforce any provision of this Agreement at its sole discretion.

Incorporation: The terms of this Agreement supercede any prior representations made by Streamload.com or negotiations between You and Streamload.com and is the entire agreement between the parties relating to the subject matter contained herein.

Modifications: Streamload.com may from time to time amend the terms and conditions of this Agreement. At the time of any such change, You will be notified of the modified terms and conditions. Continued use of Streamload.com's services after the effective date of the notification shall constitute acceptance of the changed Agreement.

Time Limitation on Claims: Regardless of any statute or law to the contrary, any claim, cause of action, or demand for arbitration against Streamload.com arising out of or related to this Agreement or use of Streamload.com's services must be filed within one year of the date upon which You were or should have first been aware of the existence of the grounds for Your claim or cause of action.

Arbitration: Any dispute between You and Streamload.com relating to this Agreement, Private Content, Shared Content or Streamload.com's services, hardware or software shall be resolved by binding arbitration pursuant to the commercial rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in San Diego, California, and any judgment on the arbitration award may be entered in any court having jurisdiction thereof.

Notice: Legal notice to Streamload.com must be delivered to:

Legal Notice
Streamload.com
4475 Mission Blvd., Suite 238
San Diego, CA 92109
858-581-1900
legal@streamload.com

Any notice to You required by law or under this Agreement will be effectuated by Streamload.com posting notice on its site in a designated area and via electronic mail (e-mail) to the address on file with Streamload.com (if any).

Reporting Violations of this Agreement: Violations of the terms of this Agreement or similar agreements should be reported to Streamload.com at legal@streamload.com. To report potentially infringing use of copyrighted material, please refer to Streamload.com's Copyright Infringement Policy.

Authority: You represent and warrant that (1) You are over the age of 18; (2) You have full right and power to enter into and perform this Agreement, and have secured all third party consents necessary to enter into this Agreement; and (3) if You are establishing an account on behalf of a minor or if any contribution to Your Shared Content is from a minor, You have the legal right to execute this Agreement on behalf of the minor and guarantee such minor's performance of the terms of this Agreement. These warranties shall survive any termination of this agreement. You agree to indemnify and hold Streamload.com and its Users harmless from any and all damages and costs, including reasonable attorney's fees, arising out of or related to Your breach of the representations and warranties described herein. You agree to execute and deliver documents to Streamload.com, upon Streamload.com's reasonable request, that evidence or effectuate Streamload.com's rights under this Agreement.

Agreement: You represent that You have carefully read this Agreement, that You understand its contents, and that You have had an opportunity to seek independent legal advice with respect to the review and advisability of entering into this Agreement. Should you have any questions concerning this Agreement, please contact legal@streamload.com."