Terms of Use

BY ACCESSING THIS SITE AND AGREEING TO BECOMING A MEMBER OF THE POPTENT COMMUNITY OF INDEPENDENT VIDEOGRAPHERS, PRODUCERS, ETC. ("MEMBER(s)" or "USER" or "YOU"), YOU INDICATE THAT YOU HAVE READ THE BELOW TERMS AND CONDITIONS ("TERMS"), UNDERSTAND THEM, ACKNOWLEDGE THAT YOU HAVE OBTAINED LEGAL COUNSEL OR KNOWINGLY DECLINED TO DO SO AND AGREE TO BE BOUND BY THE TERMS OF AND CONDITIONS DELINEATED BELOW.
  1. AGREEMENT BETWEEN YOU AND POPTENT

    This is a binding agreement ("Agreement") between Poptent, Inc. a Delaware corporation ("Poptent") and You, the user ("You" or "Your" or "Member" or "User"). Poptent's web sites, www.poptent.net and www.poptent.com ("Site") are offered to You conditioned on Your express acceptance of the terms, conditions, and notices contained herein. By accessing the Site and becoming a becoming a Member of Poptent's community, You confirm Your acceptance of, and agree to be bound by, this Agreement and all such terms, conditions and notices.

    IF YOU ARE UNDER 18 YEARS OF AGE: You confirm that You are over 18 years of age and that if You are under 18, You have Your parents express permission to become a Member of the Poptent community and join the Poptent site and that You and Your Parent/legal guardian have reviewed and complied with our Privacy Policy and accept and agree to be bound by this Agreement and all such terms, conditions and notices. By completing the registration process for this Site, You represent and warrant that You are at least 18 years of age and have read, understand, have the legal capacity to, and hereby agree to be legally bound by these terms and conditions. If You are under the legal age of majority in Your state or province of residence (a "Minor"), You will, by registering with Poptent at www.poptent.net, represent that one of Your parents or legal guardians has read, understood and agreed to be legally bound by these Site Terms of Use, and that such agreement constitutes acceptance of these Site Terms of Use on behalf of You and themselves.

    These Site Terms do not alter in any way the terms or conditions of any other agreement, including but not limited to, the click-through Independent Contractor Production Agreement, you may have with Poptent, or its subsidiaries or affiliates, for products, services or otherwise.

    These Terms are in addition to any terms that may apply to Members or Users or producer/directors under a distribution, license, sale agreement, Independent Contractor Production Agreement ("ICPA") or terms, or other applicable agreements and terms. Where this site or part of this site contains rules, guidelines, codes of conduct, further terms or other directions to Members, each Member undertakes that they shall also comply with such rules, guidelines etc. In the event of any conflict or inconsistency, the Terms of any additional agreement shall prevail, where conflicting. If you do not agree to any of these Terms (or any such other rules, guidelines etc.), you may not use this site.

    These Terms may contain provisions, which contemplate functionalities or Services that are not (and are not intended to be) available through this site. To the extent that any provision of these Terms relates solely to such functionalities or Services, they shall be of no force or effect and shall not affect the validity of the other provisions.

  2. MODIFICATION OF THESE TERMS OF USE

    POPTENT (OR ANY THIRD PARTY PROVIDER OF POPTENT'S) RESERVES THE RIGHT TO CHANGE THE TERMS, CONDITIONS AND NOTICES OF THIS AGREEMENT UNDER WHICH THE SITE IS OFFERED. YOU ARE RESPONSIBLE FOR REGULARLY REVIEWING THESE TERMS AND CONDITIONS. THE MOST CURRENT VERSION OF THIS AGREEMENT CAN BE VIEWED BY CLICKING ON THE "TERMS OF USE" HYPERTEXT LINK LOCATED AT THE BOTTOM OF EACH PAGE OF THE SITE OR BY ANY OTHER MEANS. YOUR NON-TERMINATION OR CONTINUED USE OF THE SITE AFTER CHANGES ARE POSTED CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT AS MODIFIED BY THE POSTED CHANGES.

    THEREFORE, FREQUENT REVIEW OF THE POPTENT SITE IS STRONGLY RECOMMENDED.

  3. PRIVACY POLICY

    Because Your privacy is important to You and to Poptent, Poptent will operate the Site in accordance with its Privacy Policy, which is incorporated into this Agreement by this reference and which may be viewed by following this link to the Privacy Policy. BY CONSENTING TO THIS AGREEMENT, YOU CONSENT TO THIS PRIVACY POLICY.

  4. USAGE OF AND ACCESS TO THIS SITE, USER CONTENT

    By accessing, browsing or downloading any part of this site or its content, or posting or uploading to this site, or any other use of this site and its content, whether as a registered User or Member or an unregistered visitor, you agree to comply with these Terms, without modification (which You again agree forms a contract between you and Poptent) and all relevant applicable laws.

    If your access to this site, or to any part of it or to any Poptent Services or Assignments, may become subject to the payment of a subscription fee, Poptent may deny or suspend access in the event of late or non-payment of any fee due. You are responsible for obtaining the relevant hardware and software equipment and paying all telephone (or other network) charges necessary to access and use this site and the Services.

    This site or certain parts of this site may contain adult or mature content. To access and view such content, you must be (and you represent that you are) at least 18 years old. If you permit children to access and view this site, you are responsible for supervising such access and determining which content or Services may be appropriate for children and which may not. Note that through this site or certain parts of the site it may be possible for children to make available publicly personal information relating to them.

    You agree not to access this site by any means other than through the interface that is provided by Poptent for use in accessing the site.

    Poptent prohibits the transmission, distribution, dissemination, uploading, posting, submission, sharing and storage on, via or through use of this site (together, uploading) of User content which it considers (in its sole discretion) to be inappropriate or distasteful.

    Such User content includes (without limitation) communications with - pornographic, profane, sexist, homophobic, defamatory, deceptive, vulgar, obscene or offensive content – ethnic, racist or religious slurs or derogatory epithets – avocation of violence, hate or unlawful activity – depictions of child abuse, child pornography or sexually suggestive poses – advertisements, surveys and contests – price-sensitive information relating to publicly listed securities - and material that could give rise to any civil or criminal liability under any laws.

    Poptent prohibits the uploading or use of Site content or transmission of User content with a primary or secondary purpose or effect – to sell, distribute or promote firearms, weapons or controlled substances, make-money-fast schemes, pyramid or chain letters, fraudulent or otherwise criminal offers – to register another email address other than your own – to distort auctions or other markets (including public quoted securities markets) - to threaten or harass others – to disrupt discussions or to create a false identity for the purpose of misleading others – to convey sexual requests from, for or to a minor – to make racial slurs or comments – to impersonate any person or misrepresent your affiliation with any person or entity.

    User shall not advertise or offer to sell or buy any goods or services for any business purpose, unless the relevant forum, Client Assignment or Service specifically permits this.

    Poptent reserves the right (but does not accept any obligation) to delete or restrict Users' access to relevant Site content and/or User content and/or to pass relevant User content and/or information relating to User (including personal information) to any appropriate authority where User content is uploaded in breach or suspected breach of any of these Terms (or their spirit or other applicable rules or terms) or any applicable law or regulations, without any requirement for any claim or complaint to be formally commenced or proved.

    As a condition of Your use of the Site, You agree that You will not:

    • Violate any law, contract or intellectual property (copyright, trademark, etc.) right, or commit any civil wrong against any individual or company, including Poptent, Inc. (libel, slander, negligence, etc. (tort));
    • Attempt to access any service or area of the Site that You are not authorized to access;
    • Alter information on or obtained from the Site including any of Poptent's Client's assets (logos, etc.);
    • Use any robot, spider, scraper or other automated means or interface not provided by us to access the Site or to extract data;
    • Reverse engineer any aspect of the Site or do anything that might discover source code, or bypass or circumvent measures employed to prevent or limit access to any area, content or code of the Site (except as otherwise expressly permitted by law);
    • Send to or otherwise impact Poptent or the Site (or anything or anyone else) with harmful, illegal, deceptive or disruptive code such as a virus, "spyware", "adware" or other code that could adversely impact the Site or any recipient;
    • Access or use the Site or any service for any unlawful, unintended (by Poptent) or harmful purpose, or other than in full compliance with applicable law and this Agreement;
    • Take any action which might impose a significant burden (as determined by Poptent) on the Site infrastructure;
    • Interfere with the ordinary operation or mission of the Site or services;
    • Permit anyone other than Yourself and Your personnel to use Your User Information to access any portions of the Site which are restricted; and
    • "Frame" the Site or otherwise make it look like You have a relationship to Poptent or that we have endorsed You for any purpose or indorsed or approved any of Your non-Poptent generated works or Videos on Your Poptent Profile page.
    • VIOLATE THE POPTENT CREATOR CODE OF CONDUCT (see www.poptent.net/code-of-conduct).

    You further agree that (1) any information You provide in connection with Your use of the Site is true, accurate and complete and You will maintain and update such information regularly; and (2) You will respect the intellectual property and other informational and all rights of Poptent and others.

    • UPLOADED OR PROVIDED INFORMATION / MATERIAL

      In these Terms, User content, including but not limited to, videos, music, etc., is information or other content, which is or may be provided to Poptent or placed on the User’s Poptent profile page or inputted or uploaded by User via this site or related means, including (without limitation) pictures, video and other images, audio materials, graphics, document or data files, information relating to natural and other persons, messages, e-mail and other communications, files, texts, opinions, personalization settings and other information.

      By uploading User content to this site or sending or making available User content to other Users or Poptent and Poptent Affiliates, pursuant to or by reason of site, Services or Site content use or otherwise, User automatically grants (or warrants that the owner of such User content expressly granted) Poptent, Poptent Affiliates and their designees a perpetual, royalty-free, irrevocable, and non-exclusive right and license to use (including commercial use and exploitation), copy, sub-license, reproduce, modify, adapt, publish, translate, publicly perform, display and distribute User content (including any ideas, concepts, know-how or techniques contained therein).

      In addition, User warrants that it has the rights necessary to grant such license and that all so-called "moral rights" in any User content have been waived. All User content will be considered non-confidential, not subject to any use restrictions and no User content will be subject to any obligation of confidence on Poptent’s part.

      However, this section does not apply to any personal information submitted by a User, which identifies him or her. This will be processed only as provided in the personal data section of the data or registration submission form of this or related Poptent websites, elsewhere in these Terms and any other terms and conditions which apply specifically to any relevant transaction (if any) between User and any Poptent Affiliate.

    • REVIEW OF USER CONTENT BY POPTENT

      Poptent merely offers a ‘venue’ for Users to access certain specified services, assignments, Utilities and/or information. Poptent cannot and does not undertake to screen, review, edit, censor or otherwise filter or control User content or the behavior of Users of User content or Site content.

      However, Poptent may, but shall not be obliged to, review, either by manual or automated means, all User content which is or may be uploaded on this site, and monitor or review any areas of this site where Users transmit or post communications or communicate with each other or Poptent (as applicable) including without limitation town hall discussions, chat rooms, news groups, bulletin boards, community pages, photograph albums, personal web pages or other use areas and forums (Forums), as applicable. Poptent retains the right (but disclaims any obligation) to reject, not post, not use, remove, amend, deny access to and/or delete any User content, without notification, which it, in its sole discretion, considers to be inappropriate or distasteful or otherwise in breach of these Terms (or their spirit) and without any requirement for any complaint or claim in respect of the relevant User content to be formally commenced or proved. Poptent retains the right (but is under no obligation) to co-operate with any law enforcement authorities or in response to court and other official requests directing that Poptent disclose the identity of anyone posting User content.

    • NO LIABILITY – USER CONTENT AND SITE USE

      The materials, information and opinions (which may include User content) included and/or expressed in or on Forums (or via any other means of accessing User content) are not necessarily those of (or endorsed by) Poptent or Poptent Affiliates or related entities. All User content should be considered expressions of opinion only and not statements of fact.

      Any User content and/or Services you obtain or use, or convey through site use, including use of any Forums, will be at your own discretion and risk and are subject to the disclaimers and liability limitations in these Terms. The security of this site and User content cannot be guaranteed.

      You understand that whenever you release personal or other information online - for example, via message boards, Poptent’s town hall, or chat rooms and other Forums - that information can be collected and used by people you do not know. While Poptent makes all reasonable commercial efforts to protect your personal information and privacy, it cannot guarantee the security of any information you disclose online. You make such disclosures at your own risk. Except in relation to personal information submitted by a User for the purposes of accepting a Poptent assignment registration or opening or updating that User’s account (in relation to which Poptent makes all reasonable commercial efforts to protect your privacy), Poptent shall not be liable in respect of (and disclaims all liability in relation to) User content submitted to an area of the site designated as (or expected to be) a private, personal or limited access area of the site which becomes available to persons other than the User who submitted the User content. Similarly, Poptent shall not be liable in respect of (and disclaims all liability in relation to) any non-availability of User content submitted to an area of the site designated as a public area of the site or other Forums where Users other than the User who submitted the User content may gain access to such content.

      Poptent is under no obligation to become involved in any dispute that you have with other Users or in any incident that you are party to with other Users, or that are affected by or otherwise related to this site.

      Poptent disclaims all liability relating to any User content, including any error, virus, defamation, libel, obscenity or inaccuracy contained in any User content, whether or not arising under the laws of copyright, libel, privacy or otherwise, any prohibited User content and any other User content.

      Poptent disclaims all liability for unauthorized use (by other Users) of User content, and disclaims (without limitation) all liability for use of User content which breaches any copyright, trademark rights or other intellectual property rights of any other User or person.

      User is solely responsible for any damage (including to Site content) resulting from use (or submission) of any User content or the site (including disputes and incidents described in the preceding sections) and related transactions or occurrences. Poptent shall have no responsibility for unauthorized access to User’s account, or automatic forwarding of messages and/or viruses (caused by viruses or otherwise) to persons whose details have been submitted by a User for inclusion in, any on-line address book available through this site.

      The limitations on and exclusions of liability in these Terms apply regardless of whether the liability is based on breach of contract, tort (including negligence or defamation), strict liability, breach of warranties, or any other legal theory.

    • STORAGE AND LOSS OF USER CONTENT

      Where Poptent provides e-mail facilities, web hosting or other services via this site involving the provision of computer storage space, or in relation to other relevant Services, Poptent reserves the right to impose and vary limits and/or restrictions (temporary or otherwise) on the use of the Service, including, without limitation, limits on the storage provided by reference to storage space (e.g. a maximum total limit and/or a maximum per file/e-mail size limit), time/age of files (e.g. e-mails or town hall messages older than 180 days), number and/or size of files (e.g., a maximum number of e-mails that may be sent from, stored within or received by your account), amount of data down- or uploaded or any other criteria Poptent may specify. Without limiting the following paragraph, material, which exceeds any such limit, may be deleted or not accepted for such storage.

      Poptent shall not be liable for any loss, deletion, removal or failure of delivery to the intended recipient of User content uploaded to this site, whether caused by computer virus, unauthorized access or otherwise. Users are encouraged to retain a back-up copy of all User content and Users undertake that they shall do so in respect of all uploaded User content. Poptent reserves the right to deny access to this site and delete User content at any time without notice.

  5. SECURITY

    Portions of the Site are restricted and require registration and a user ID ("Your Site Unique ID") and password ("Site Password") for access and use. Certain other portions may require additional codes. You are solely responsible for (1) maintaining the strict confidentiality of Your Site Unique ID, Site Password and other codes ("Your User Information") assigned to You; (2) charges, damages or losses that may be incurred or suffered as a result of Your or Your personnel's failure to maintain the strict confidentiality of Your User Information; and (3) promptly informing Poptent in writing of any need to deactivate and replace any Your User Information due to security concerns or inaccuracy. If Poptent at any time discovers any error or omission in Your User Information, Poptent may in its sole discretion terminate Your right to access and use the restricted portions of the Site. You may not permit anyone other than Yourself or Your personnel to use Your User Information to access any restricted portions of the Site. Poptent is not liable for any harm related to the theft of Your User Information, Your disclosure of Your User Information, or Your authorization to allow another person or entity to access and use restricted portions of the Site using Your User Information. You agree to notify Poptent immediately as soon as You become aware of any unauthorized use of Your User Information. Notice to Poptent under this section of the Agreement may be accomplished by sending an e-mail to info@poptent.net or by conventional mail to:

    Webmaster c/o Jason Johnson
    Poptent, Inc.
    555 E. North Lane
    Suite 5050
    Conshohocken, PA 19428

  6. COPYRIGHT AND TRADEMARK OWNERSHIP, NOTICES AND INFRINGEMENT

    • COPYRIGHTS:

      The Site is Copyright © 2007-2012 Poptent, Inc. All rights reserved.

      The content of the Site is proprietary and is protected by the copyright laws of the United States and other countries. Portions of the Site are provided by third parties and contain third party copyrights. The compilation of the content on the Site is the exclusive property of Poptent and is protected by the copyright laws of the United States and other foreign countries.

      Except for any and all rights owned by Poptent and/or Poptent’s Clients, pursuant to the work-for-hire provisions of the US Copyright Act, as may be amended, when You are specially ordered and commissioned by Poptent on behalf of the Client/Sponsor to produce a Video in accordance with Poptent’s or Poptent’s Client’s Creative Brief in an assignment and produce an audiovisual work (Video Ad), Poptent does not claim ownership of the individual materials or information You may provide to Poptent, including without limitation feedback, advertisements, suggestions, posts, uploads, inputs, or submissions to the Site. However, if You provide such materials or information to Poptent:

      • You warrant and represent that You own or otherwise have all of the rights (including licenses) in and to Your materials or information including, without limitation, all the rights necessary for You to provide, post, upload, input or submit the materials or information; and
      • You grant Poptent, its affiliated entities and sub-licensees a non-exclusive, perpetual, worldwide, royalty free, fully paid up and irrevocable license to use Your materials or information, including without limitation the rights to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, make derivative or collective works, translate and reformat the materials or information, and to publish Your name and image in connection with Your materials or information and Your profile page. Unless otherwise agreed in accordance with a particular assignment, Poptent will not pay You compensation with respect to any use of Your materials or information.

      You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, products or services obtained from the Site, without the prior written permission of Poptent. For information, write to Webmaster at Poptent , 555 E. North Lane, Suite 5050, Conshohocken, PA 19428.

      Any rights not expressly granted herein are reserved.

    • TRADEMARKS:

      Nothing in this Agreement or its performance shall grant You any right, title, interest, or license in or to Poptent’s or any of its Clients’ names, trademarks, logos, trade dress, designs, or other names, trademarks, logos, trade dress, designs of third parties which appear on the Site.

      Poptent is a registered trademark of Poptent, Inc.

      All trademarks, logos, website addresses, product or model names or derivations that describe Poptent or Poptent Affiliate products, support or services or that contain the word “Poptent” that are included in Site content (together, Poptent Marks) are trademarks and/or the property of Poptent or Poptent Affiliates. Any list of Poptent (or other) trademarks on this site is periodically updated but shall not be taken as an all-inclusive list of Poptent (or other) trademarks.

      Any use of Poptent Marks or permutations thereof (except as expressly authorized by Poptent in writing) is strictly prohibited. Other product and company names mentioned in this site may be the trademarks of their respective owners.

      Any and all rights not expressly granted herein are reserved.

  7. NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

    NOTE: THE FOLLOWING INFORMATION IS PROVIDED EXCLUSIVELY FOR NOTIFYING POPTENT THAT YOUR COPYRIGHTED MATERIAL MAY HAVE BEEN INFRINGED. ALL OTHER INQUIRIES, SUCH AS REQUESTS FOR TECHNICAL ASSISTANCE, REPORTS OF E-MAIL ABUSE, AND PIRACY REPORTS, WILL NOT RECEIVE A RESPONSE THROUGH THIS PROCESS. Poptent does not guarantee any action based upon the receipt of such information. Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to Poptent’s Designated Agent.

    DMCA Policy

    Poptent, Inc. is in compliance with 17 U.S.C. §512 and the Digital Millennium Copyright Act ("DMCA"). It is our policy to respond to any infringement notices and take appropriate actions under the "DMCA" and other applicable intellectual property laws. It is the policy of Poptent, Inc. to promptly process and investigate notices of alleged copyright infringement, and take appropriate actions under the DMCA.

    Contents of Notice

    The DMCA requires that all notices of alleged copyright infringement must be in writing. When informing the designated agent of an alleged copyright infringement, the complainant must:

    1. Identify the copyrighted work that allegedly has been infringed. If multiple copyrighted works at a single online site are involved, please provide a list of the works on that site.
    2. Describe the material that is claimed to be infringing and provide sufficient information to permit Poptent, to locate that material.
    3. Provide Your contact information, including an address, telephone number, and, if available, an email address
    4. Certify or include a statement that the complainant has a good faith belief that the use of the copyright-protected material in the manner complained of is not authorized by the copyright owner, the owner's agent, or law.
    5. Certify that the information that You have provided Poptent is accurate. The complainant should attest under penalty of perjury that s/he is authorized to enforce the copyrights that have allegedly have been infringed.
    6. Include a physical or electronic signature of the copyright owner or person authorized to act on behalf of the owner.

    Before the complainants allege an infringement, s/he should consult copyright materials to confirm that the use is, in fact, infringing. The United States Copyright Office provides basic information, online, at http://www.copyright.gov/circs/circ01.pdf, which can assist one in determining whether an exception or defense, such as fair use, may apply to the use of Your copyrighted work.

    Notice, Takedown, and Putback Procedure

    Poptent expects all of its creators, User and users of its system to comply with applicable copyright laws. However, if Poptent is notified of a claimed copyright infringement, or otherwise becomes aware of facts and circumstances from which infringement is apparent, it will respond appropriately, which may include removing or disabling access to the material that is claimed to be infringing. Poptent will follow the procedures outlined in the Digital Millennium Copyright Act with regard to appropriate notifications of the user and the complaining party, acceptance of counter notifications, and, where indicated, "putback" of the alleged infringing material. Refer to the United States Copyright Office for the provisions of the DMCA at http://www.loc.gov/copyright/legislation/dmca.pdf.

    Repeat Infringers

    Where it has been clearly established that a Poptent User is a repeat offender, Poptent may, in its sole discretion, terminate that person's account.

    Notification

    PPursuant to the DMCA, Poptent has designated an agent to receive notification of alleged copyright infringement occurring on Web pages or computer servers. If You believe that Your copyrighted work is being infringed on a Poptent site, please notify our designated agent, preferably by email, at:

    Send the written email infringement notice only to the following email addresses: dmca@poptent.net

    Written notification must be submitted to the following Designated Agent:

    Service Provider(s): Poptent Inc.
    Name of Agent Designated to Receive Notification of Claimed Infringement: Neil Perry
    Full Address of Designated Agent to Which Notification Should be Sent: Poptent Inc., 555 E. North Lane, Ste. 5050, Conshohocken, PA 19428.
    Telephone Number of Designated Agent: 610-832-1234
    Facsimile Number of Designated Agent: 610-397-0540
    Email Address of Designated Agent: neil.perry@poptent.net

  8. THIRD PARTY CONTENT; LINKS TO THIRD PARTY WEB SITES

    The Site may contain third party content, copyrights and trademarks. Poptent does not endorse any of the products or services offered by such third parties.

    The Site may contain links to third party web sites. The third party web sites are not under the control of Poptent, and Poptent is not responsible for the contents of any third party web site, and the inclusion of any link is as a convenience and does not imply endorsement by Poptent of the site or any association or relationship with its operators.

  9. RULES FOR CONTESTS OR SIMILAR PROMOTIONS

    Any challenges, sweepstakes, contests, raffles, surveys or similar promotions made available through the Site will be governed by separate specific terms and conditions. Please review such terms and conditions prior to participating in any promotion.

  10. NO PROFESSIONAL ADVICE

    The content and materials available through the Site is for information and educational purposes only. The content included on the Site may reflect content and opinions not universally shared and do not necessarily reflect the view of Poptent. YOUR RELIANCE UPON CONTENT AND MATERIALS OBTAINED BY YOU AT OR THROUGH THE SITE IS SOLELY AT YOUR OWN RISK.

  11. TERMINATION

    Poptent reserves the right in its sole discretion to terminate Your access to any or all of the Site at any time without notice for any reason whatsoever and ANY VIOLATION OF THE POPTENT CREATOR CODE OF CONDUCT. Sections 4-8 and 10-21 shall survive the expiration or termination of this Agreement for any reason whatsoever.

  12. COMPLIANCE WITH APPLICABLE LAWS

    Poptent reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request.

  13. GENERAL DISCLAIMERS, EXCLUSION OF DAMAGES, AND LIMITATION OF LIABILITY

    THE CONTENT, SOFTWARE AND SERVICES INCLUDED IN OR MADE AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION ON THE SITE. POPTENT MAY MAKE IMPROVEMENTS AND/OR CHANGES TO THE SITE AT ANY TIME. INFORMATION RECEIVED VIA THE SITE SHOULD NOT BE RELIED UPON FOR PERSONAL, LEGAL OR FINANCIAL DECISIONS, AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE.

    POPTENT MAKES NO REPRESENTATIONS ABOUT THE SITE, INCLUDING WITHOUT LIMITATION THE SITE'S SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS AND ACCURACY OF THE CONTENT, SOFTWARE, SERVICES, MUSIC AND GRAPHICS. POPTENT PROVIDES THE SITE, INCLUDING WITHOUT LIMITATION ALL CONTENT, SOFTWARE, SERVICES, MUSIC AND GRAPHICS "AS IS" WITHOUT WARRANTY OF ANY KIND. POPTENT DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SITE, INCLUDING WITHOUT LIMITATION ALL CONTENT, SOFTWARE, SERVICES, MUSIC AND GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OR WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE.

    YOUR SOLE AND EXCLUSIVE REMEDY IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE IS TO DISCONTINUE USING THE SITE. POPTENT IN NO EVENT UNDER ANY CIRCUMSTANCES WHATSOEVER SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, COMPENSATORY, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF USE, DATA OR PROFITS ARISING OUT OF, INCIDENTAL TO OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE OR ACCESS ADS, WITH THE DELAY OR INABILITY TO USE THE SITE, THE PROVISION OF OR FAILURE TO PROVIDE ADS OR SERVICES, OR FOR ANY CONTENT, SOFTWARE, SERVICES, MUSIC AND GRAPHICS OBTAINED THROUGH THE SITE, SECURITY BREACHES, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF POPTENT HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. ALSO IN PARTICULAR, IN NO EVENT SHALL POPTENT BE HELD LIABLE FOR ANY DIRECT, INDIRECT, COMPENSATORY, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THE CONTENT PROVIDED ON THE SITE, INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE USE OF TECHNIQUES, PROCESSES OR PROCEDURES DISCUSSED ON THE SITE.

    DISCLAIMER: NON-SELECTED VIDEOS: CROWDSOURCED ASSIGNMENTS: Poptent will store Your Crowdsourced assignment submitted Videos on the Poptent web site on Your Producer’s profile page. However, You agree that neither Poptent nor Poptent’s Advertiser/Client endorses any non-selected Videos, which You submit as part of a Poptent Crowdsourced assignment, as a Client sanctioned commercial advertisement. Therefore, You agree to not state or allege to anyone that Your submitted Video constitutes or implies a Client’s endorsement or recommendation or agreement that the submitted Video is a Client approved "commercial advertisement."

    Some jurisdictions do not permit the exclusion or limitation of implied warranties or the exclusion of certain types of damages. Therefore, if and only if required by applicable law, some of the foregoing exclusions may not apply to You.

  14. INDEMNITY

    UUser shall indemnify Poptent, Poptent Affiliates and its Clients, their officers, agents, employees and service providers and hold them harmless in respect of all losses, costs, proceedings, damages, expenses (including reasonable legal costs and expenses) or liabilities howsoever incurred by any of them as a result of any claim by a third party resulting from a breach or non-observance by User of any prohibition, or restriction on User’s activities in relation to this site contained in these Terms, or of any undertaking, representation or warranty of User contained in these Terms and in relation to any claim by any person in respect of matters, responsibilities or obligations that have been disclaimed by Poptent under these Terms.

    Without limitation to the generality of the above indemnity, User releases, indemnifies and holds harmless Poptent, Poptent Affiliates and their officers, agents, employees and service providers (who disclaim liability) in respect of claims, liabilities, costs (including legal fees), expenses, demands and damages (direct, indirect or consequential) of any nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, howsoever incurred by any of them, including, but not limited to, and arising out of or in any way related to:

    • Any prohibited or restricted User content uploaded by User or any use of this site by User (including prohibited or restricted site use by User);
    • Any loss, deletion, removal, corruption or publication of User content uploaded by User; or
    • Any unauthorized use of User’s account or compromise of User account security through a failure to maintain the secrecy of User account passwords or other security details, and all related occurrences.
  15. GOVERNING LAW

    This Agreement is deemed to have been entered into in the Commonwealth of Pennsylvania, and, except as delineated below with regard to the enforcement of any judgment, the validity, interpretation and legal effect of this Agreement shall be governed by the laws of the State of New York, where Poptent conducts business, without regard to any conflict of laws principles.

  16. NO RELATIONSHIP

    You agree that no joint or co-venture, partnership, employment, or agency relationship exists between You and Poptent as a result of this Agreement or use of the Site.

  17. CONSTRUCTION

    If any part of this Agreement is determined to be invalid or unenforceable, 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 the Agreement shall continue in effect.

  18. ENTIRE AGREEMENT

    Unless otherwise specified herein, this Agreement constitutes the entire agreement between You and Poptent with respect to the Site, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between You and Poptent with respect to the Site.

  19. POPTENT CONTACT INFORMATION

    Webmaster: jason.johnson@poptent.net or

    Jason Johnson c/o Poptent, Inc.
    555 East North Lane, Ste. 5050, Conshohocken, PA 19428
    Phone: 610-832-1234
    Fax: 610-397-0540

  20. NOTICES

    Notices given by Poptent to You will be given by a general posting on the Site or by an email, if an e- mail address is available. Notices to Poptent must be sent by conventional mail to Attention: Neil Perry, President, Poptent, Inc., 555 E. North Lane, Ste. 5050, Conshohocken, PA 19428

  21. ASSIGNMENT

    Poptent may assign this Agreement, in whole or part, in its sole discretion. You agree not to assign, transfer or sublicense Your rights or obligations under this Agreement.

  22. DISPUTES: CHOICE OF LAW / BINDING ARBITRATION / VENUE

    In the event of any dispute with respect to any matter arising out of this Agreement, as the same may be amended or supplemented, such dispute shall be submitted to arbitration upon request of any one or more of the disputants, and the arbitration shall occur in Philadelphia, Pa in accordance with the rules of the American Arbitration Association. The decision and award of the arbitration panel shall be final and binding upon the disputants, and judgment may be entered thereon in accordance with applicable law in any court having jurisdiction thereof. The agreement herein to arbitrate shall be specifically enforceable under applicable law in any court having jurisdiction thereof. All costs of arbitration and the prevailing party’s expert and attorney’s fees shall be borne by the non-prevailing party. The parties hereby waive their right to a trial by jury.

    Any process in any action or proceeding commenced arising out of any such claim, dispute or disagreement, may, among other methods, be served upon any party by delivering or mailing the same, via registered or certified mail, addressed to you at the address on file or such other address as you may designate. Any such delivery or mail service shall be deemed to have the same force and effect as personal service within Philadelphia, Pennsylvania.

Country-Specific Terms

Brazil

1. AGREEMENT BETWEEN YOU AND POPTENT

The following replaces paragraph 2 of Section 1:

YOU MUST BE OVER 18 YEARS OF AGE: According to the Brazilian Civil Code, only persons over 18 years are able to be bound by contracts. Therefore, as a requirement for becoming a Member of the Poptent community and joining the Poptent site, You confirm that You are over 18 years of age By completing the registration process for this Site, You represent and warrant that You are at least 18 years of age and have read, understand, have the legal capacity to, and hereby agree to be legally bound by these terms and conditions.

2. MODIFICATION OF THESE TERMS OF USE

The following replaces Section 2 in its entirety:

POPTENT (OR ANY THIRD PARTY PROVIDER OF POPTENT’S) RESERVES THE RIGHT TO CHANGE THE TERMS, CONDITIONS AND NOTICES OF THIS AGREEMENT UNDER WHICH THE SITE IS OFFERED. ON THE OTHER HAND, EVERY NEW CHANGE IN THE TERMS, CONDITIONS AND NOTICES OF THIS AGREEMENT WILL BE HIGHLIGHTED ON THE MAIN PAGE OF THE SITE OR INFORMED BY E-MAIL OR BY ANY OTHER MEANS. THE MOST CURRENT VERSION OF THIS AGREEMENT CAN ALSO BE VIEWED BY CLICKING ON THE "TERMS OF USE" HYPERTEXT LINK LOCATED AT THE BOTTOM OF EACH PAGE OF THE SITE OR BY ANY OTHER MEANS. YOUR NON-TERMINATION OR CONTINUED USE OF THE SITE AFTER CHANGES ARE POSTED CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT AS MODIFIED BY THE POSTED CHANGES.

THEREFORE, FREQUENT REVIEW OF THE POPTENT SITE IS STRONGLY RECOMMENDED.

4. USAGE OF AND ACCESS TO THIS SITE, USER CONTENT

The following replaces paragraph 3 of Section 4:

This site or certain parts of this site may contain adult or mature content. To access and view such content, you must be (and you represent that you are) at least 18 years old. This site is not designed for children’s access. However, if you permit children to access and view this site, you are responsible for supervising such access and determining which content or Services may be appropriate for children and which may not be appropriate.

The following replaces paragraph 2 of Section 4, subsection “UPLOADED OR PROVIDED INFORMATION / MATERIAL”:

By ticking the option whereby User agrees with these Terms as well as by uploading User content to this site or sending or making available User content to other Users or Poptent and Poptent Affiliates, pursuant to or by reason of site, Services or Site content use or otherwise, User automatically grants (or warrants that the owner of such User content expressly granted) Poptent, Poptent Affiliates and their designees a perpetual, royalty-free, irrevocable, and non-exclusive right and license to use (including commercial use and exploitation), copy, sub-license, reproduce, modify, adapt, publish, translate, publicly perform, display and distribute User content (including any ideas, concepts, know-how or techniques contained therein).

The following replaces the second to last paragraph of Section 4, subsection “UPLOADED OR PROVIDED INFORMATION / MATERIAL”:

In addition, User warrants that it has the rights necessary to grant such license, including an unlimited, worldwide, exclusive, perpetual, irrevocable, fully paid-up license to use, copy, modify, and import/export the User content and create derivative works therefrom. All User content will be considered non-confidential, not subject to any use restrictions and no User content will be subject to any obligation of confidence on Poptent’s part.

The following replaces paragraph 3, paragraph 5, and paragraph 7 of Section 4, subsection “NO LIABILITY – USER CONTENT AND SITE USE”:

You understand that whenever you release personal or other information online - for example, via message boards, Poptent’s town hall, or chat rooms and other Forums - that information can be collected and used by people you do not know. While Poptent makes all reasonable commercial efforts to protect your personal information and privacy, it cannot guarantee the security of any information you disclose online. You make such disclosures at your own risk. Except in relation to personal information submitted by a User for the purposes of accepting a Poptent assignment registration or opening or updating that User’s account (in relation to which Poptent makes all reasonable commercial efforts to protect your privacy), Poptent shall not be liable in respect of (and disclaims all liability in relation to) User content submitted to an area of the site designated as (or expected to be) a private, personal or limited access area of the site which becomes available to persons other than the User who submitted the User content, provided that the User had previous knowledge of the possibility that such content may become available to other users and/or to the general public. Similarly, Poptent shall not be liable in respect of (and disclaims all liability in relation to) any non-availability of User content submitted to an area of the site designated as a public area of the site or other Forums where Users other than the User who submitted the User content may gain access to such content.

Poptent disclaims all liability relating to any User content, including any error, defamation, libel, obscenity or inaccuracy contained in any User content, whether or not arising under the laws of copyright, libel, privacy or otherwise, any prohibited User content and any other User content.

User is solely responsible for any damage (including to Site content) resulting from use (or submission) of any User content or the site (including disputes and incidents described in the preceding sections) and related transactions or occurrences.

Poptent shall have no responsibility for unauthorized access to User’s account, or automatic forwarding of messages and/or viruses (caused by viruses or otherwise) to persons whose details have been submitted by a User for inclusion in, any on-line address book available to any other User through this site.

The following replaces the first paragraph of Section 4, subsection “STORAGE AND LOSS OF USER CONTENT”:

Where Poptent provides e-mail facilities, web hosting or other services via this site involving the provision of computer storage space, or in relation to other relevant Services, Poptent reserves the right to impose and vary limits and/or restrictions (temporary or otherwise) on the use of the Service, including, without limitation, limits on the storage provided by reference to storage space (e.g. a maximum total limit and/or a maximum per file/e-mail size limit), time/age of files (e.g. e-mails or town hall messages older than 180 days), number and/or size of files (e.g., a maximum number of e-mails that may be sent from, stored within or received by your account), amount of data down- or uploaded or any other criteria Poptent may specify. Without limiting the following paragraph, material, which exceeds any such limit, may be deleted or not accepted for such storage. On the other hand, Poptent undertakes the obligation to make public through the Site which are these limits and/or restrictions.

6. COPYRIGHT AND TRADEMARK OWNERSHIP, NOTICES AND INFRINGEMENT

COPYRIGHT:

The following replaces paragraph 2 of Section 6:

Except for any and all rights owned by Poptent and/or Poptent’s Clients due to agreements related to the production of a Video Ad as a work made for hire, Poptent does not claim ownership of the individual materials or information You may provide to Poptent, including without limitation feedback, advertisements, suggestions, posts, uploads, inputs, or submissions to the Site. However, if You provide such materials or information to Poptent.

NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT is replaces in its entirety as follows:

NOTE: THE FOLLOWING INFORMATION IS PROVIDED EXCLUSIVELY FOR NOTIFYING POPTENT THAT YOUR COPYRIGHTED MATERIAL MAY HAVE BEEN INFRINGED. ALL OTHER INQUIRIES, SUCH AS REQUESTS FOR TECHNICAL ASSISTANCE, REPORTS OF E-MAIL ABUSE, AND PIRACY REPORTS, WILL NOT RECEIVE A RESPONSE THROUGH THIS PROCESS. Poptent does not guarantee any action based upon the receipt of such information. notifications of claimed copyright infringement should be sent to Poptent’s Designated Agent.

Copyright Infringement Claims Policy

It is our policy to respond to any infringement notices and take appropriate actions under the applicable intellectual property laws. It is the policy of Poptent, Inc. to promptly process and investigate notices of alleged copyright infringement, and take appropriate actions.

Contents of Notice

The complaint must be in writing. When informing the designated agent of an alleged copyright infringement, the complainant must:

  1. Identify the copyrighted work that allegedly has been infringed. If multiple copyrighted works at a single online site are involved, please provide a list of the works on that site.
  2. Describe the material that is claimed to be infringing and provide sufficient information to permit Poptent, to locate that material.
  3. Provide Your contact information, including an address, telephone number, and, if available, an email address.
  4. Certify or include a statement that the complainant has a good faith belief that the use of the copyright-protected material in the manner complained of is not authorized by the copyright owner, the owner's agent, or law.
  5. Certify that the information that You have provided Poptent is accurate. The complainant should attest that s/he is authorized to enforce the copyrights that have allegedly have been infringed.
  6. Should (but not mandatory) include a physical or electronic signature of the copyright owner or person authorized to act on behalf of the owner.

Before the complainants allege an infringement, s/he should consult copyright materials to confirm that the use is, in fact, infringing.

Notice, Takedown, and Putback Procedure

Poptent expects all of its creators, User and users of its system to comply with applicable copyright laws. However, if Poptent is notified of a claimed copyright infringement, or otherwise becomes aware of facts and circumstances from which infringement is apparent, it will respond appropriately, which may include removing or disabling access to the material that is claimed to be infringing. Poptent will follow the procedures outlined above.

Repeat Infringers

Where it has been clearly established that a Poptent User is a repeat offender, Poptent may, in its sole discretion, terminate that person's account.

Notification

Poptent has designated an agent to receive notification of alleged copyright infringement occurring on Web pages or computer servers. If You believe that Your copyrighted work is being infringed on a Poptent site, please notify our designated agent, preferably by email, at:

Send the written infringement notice only to the following email addresses: dmca@poptent.net

Written notification must be submitted to the following Designated Agent:

Service Provider(s): Poptent, Inc.
Name of Agent Designated to Receive Notification of Claimed Infringement: Neil Perry
Full Address of Designated Agent to Which Notification Should be Sent: Poptent, Inc., 555 E. North Lane, Ste. 5050, Conshohocken, PA 19428.
Telephone Number of Designated Agent: 610-832-1234
Facsimile Number of Designated Agent: 610-397-0540
Email Address of Designated Agent: neil.perry@poptent.net

11. TERMINATION is replaced in its entirety as follows:

Poptent reserves the right in its sole discretion to terminate Your access to any or all of the Site at any time for any reason whatsoever and ANY VIOLATION OF THE POPTENT CREATOR CODE OF CONDUCT. In case of violation of the Poptent Creator Code of Conduct, Your access may be terminated by previous notice, which will be sent to your registered email. Sections 4-8 and 10-21 shall survive the expiration or termination of this Agreement for any reason whatsoever.

13. GENERAL DISCLAIMERS, EXCLUSION OF DAMAGES, AND LIMITATION OF LIABILITY

The following provision of Section 13 is deleted in its entirety:

YOUR SOLE AND EXCLUSIVE REMEDY IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE IS TO DISCONTINUE USING THE SITE. POPTENT IN NO EVENT UNDER ANY CIRCUMSTANCES WHATSOEVER SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, COMPENSATORY, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF USE, DATA OR PROFITS ARISING OUT OF, INCIDENTAL TO OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE OR ACCESS ADS, WITH THE DELAY OR INABILITY TO USE THE SITE, THE PROVISION OF OR FAILURE TO PROVIDE ADS OR SERVICES, OR FOR ANY CONTENT, SOFTWARE, SERVICES, MUSIC AND GRAPHICS OBTAINED THROUGH THE SITE, SECURITY BREACHES, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF POPTENT HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. ALSO IN PARTICULAR, IN NO EVENT SHALL POPTENT BE HELD LIABLE FOR ANY DIRECT, INDIRECT, COMPENSATORY, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THE CONTENT PROVIDED ON THE SITE, INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE USE OF TECHNIQUES, PROCESSES OR PROCEDURES DISCUSSED ON THE SITE.

15. GOVERNING LAW is replaced in its entirety as follows:

The validity, interpretation and legal effect of this Agreement shall be governed by Brazilian law.

22. DISPUTES is replaced in its entirety as follows:

In the event of any dispute with respect to any matter arising out of this Agreement or any third party agreement with regard to controversies regarding this Agreement, as the same may be amended or supplemented, such dispute shall be submitted to Brazilian Courts.

Last Revised 4-27-2012